<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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 0-22446
DECKERS OUTDOOR CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-3015862
--------------------------------------------------------------------------------
(State or other jurisdiction of IRS Employer Identification
incorporation or organization)
495-A South Fairview Avenue, Goleta, California 93117
--------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (805) 967-7611
------------------------------
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 [ ]
Indicate the number of shares outstanding of the issuer's class of common stock,
as of the latest practicable date.
Outstanding at
CLASS August 4, 2000
------------------------------------ ----------------------------
Common stock, $.01 par value 9,089,735
<PAGE> 2
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999 1
Condensed Consolidated Statements of Earnings for the Three-Month Periods Ended June 30, 2000 and
1999 2
Condensed Consolidated Statements of Earnings for the Six-Month Periods Ended June 30, 2000 and 1999 3
Condensed Consolidated Statements of Cash Flows for the Six-Month
Periods Ended June 30, 2000 and 1999 4-5
Notes to Condensed Consolidated Financial Statements 6-11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12-17
Part II. Other Information
Item 1. Legal Proceedings 18
Item 2. Changes in Securities 18
Item 3. Defaults upon Senior Securities 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
Signature 19
</TABLE>
<PAGE> 3
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
ASSETS JUNE 30, DECEMBER 31,
2000 1999
----------- ------------
<S> <C> <C>
Current assets:
Cash $ 9,885,000 1,633,000
Trade accounts receivable, less allowance for
doubtful accounts of $1,974,000 and
$1,813,000 as of June 30, 2000 and December 31, 1999,
respectively 25,592,000 24,396,000
Inventories 12,288,000 18,103,000
Prepaid expenses and other current assets 1,487,000 2,235,000
Refundable and deferred tax assets 1,053,000 2,677,000
----------- ------------
Total current assets 50,305,000 49,044,000
Property and equipment, at cost, net 2,091,000 2,125,000
Intangible assets, less applicable amortization 21,254,000 22,037,000
Other assets, net 811,000 276,000
----------- ------------
$74,461,000 73,482,000
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 131,000 125,000
Trade accounts payable 6,185,000 7,261,000
Accrued expenses 3,493,000 3,000,000
Income taxes payable 743,000 --
----------- ------------
Total current liabilities 10,552,000 10,386,000
----------- ------------
Long-term debt, less current installments 357,000 6,276,000
Stockholders' equity:
Preferred stock, $.01 par value. Authorized 5,000,000 shares;
none issued -- --
Common stock, $.01 par value. Authorized 20,000,000 shares; issued
10,055,587 shares and outstanding 9,082,635 shares at June 30, 2000;
issued 10,037,957 shares and outstanding
9,065,005 shares at December 31, 1999 91,000 91,000
Additional paid-in capital 24,859,000 24,743,000
Retained earnings 39,226,000 32,610,000
----------- ------------
64,176,000 57,444,000
Less note receivable from stockholder/former director 624,000 624,000
----------- ------------
Total stockholders' equity 63,552,000 56,820,000
----------- ------------
$74,461,000 73,482,000
=========== ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Unaudited)
<TABLE>
<CAPTION>
THREE-MONTH PERIOD ENDED
JUNE 30,
-------------------------
2000 1999
----------- -----------
<S> <C> <C>
Net sales $28,447,000 31,360,000
Cost of sales 14,778,000 17,604,000
----------- -----------
Gross profit 13,669,000 13,756,000
Selling, general and administrative expenses 9,630,000 10,015,000
----------- ----------
Earnings from operations 4,039,000 3,741,000
Other expense:
Interest expense, net 74,000 499,000
Other 50,000 18,000
----------- ----------
Earnings before income taxes 3,915,000 3,224,000
Income taxes 1,683,000 1,556,000
----------- ----------
Net earnings $ 2,232,000 1,668,000
=========== ==========
Net earnings per share:
Basic $ 0.25 0.19
Diluted 0.24 0.19
=========== ==========
Weighted-average shares:
Basic 9,083,000 8,723,000
Diluted 9,421,000 9,004,000
=========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 5
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Unaudited)
<TABLE>
<CAPTION>
SIX-MONTH PERIOD ENDED
JUNE 30,
-------------------------
2000 1999
----------- ----------
<S> <C> <C>
Net sales $69,913,000 69,400,000
Cost of sales 36,862,000 38,421,000
----------- ----------
Gross profit 33,051,000 30,979,000
Selling, general and administrative expenses 20,948,000 22,684,000
----------- ----------
Earnings from operations 12,103,000 8,295,000
Other expense (income):
Interest expense, net 275,000 1,130,000
Other 221,000 (13,000)
----------- ----------
Earnings before income taxes 11,607,000 7,178,000
Income taxes 4,991,000 3,265,000
----------- ----------
Net earnings $ 6,616,000 3,913,000
=========== ==========
Net earnings per share:
Basic $ 0.73 0.45
Diluted 0.71 0.44
=========== ==========
Weighted-average shares:
Basic 9,077,000 8,629,000
Diluted 9,302,000 8,866,000
=========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 6
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
SIX-MONTH PERIOD ENDED
JUNE 30,
---------------------------------
2000 1999
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 6,616,000 3,913,000
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization 1,415,000 1,527,000
Provision for doubtful accounts 803,000 780,000
Loss on disposal of assets 56,000 38,000
Non-cash stock compensation 78,000 34,000
Changes in assets and liabilities:
(Increase) decrease in:
Trade accounts receivable (1,999,000) (1,289,000)
Inventories 5,815,000 7,239,000
Prepaid expenses and other current assets 748,000 794,000
Note receivable from supplier -- (140,000)
Refundable and deferred tax assets 1,624,000 4,666,000
Other assets (535,000) 68,000
Increase (decrease) in:
Trade accounts payable (1,076,000) (3,549,000)
Accrued expenses 493,000 (128,000)
Income taxes payable 743,000 223,000
------------ -----------
Total adjustments 8,165,000 10,263,000
------------ -----------
Net cash provided by operating activities 14,781,000 14,176,000
------------ -----------
Cash flows from investing activities:
Purchase of property and equipment (673,000) (758,000)
Proceeds from sale of property and equipment 19,000 --
------------ -----------
Net cash used in investing activities (654,000) (758,000)
------------ -----------
(Continued)
</TABLE>
4
<PAGE> 7
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows, Continued
(Unaudited)
<TABLE>
<CAPTION>
SIX-MONTH PERIOD ENDED
JUNE 30,
--------------------------
2000 1999
----------- ----------
<S> <C> <C>
Cash flows from financing activities:
Net repayments of long-term debt (5,913,000) (8,935,000)
Cash received from issuances of common stock 38,000 73,000
----------- ----------
Net cash used in financing activities (5,875,000) (8,862,000)
----------- ----------
Net increase in cash 8,252,000 4,556,000
Cash at beginning of period 1,633,000 263,000
----------- ----------
Cash at end of period $ 9,885,000 4,819,000
=========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 280,000 1,125,000
Income taxes 3,241,000 1,073,000
=========== ==========
</TABLE>
Supplemental disclosure of noncash investing and financing activities:
In connection with the Teva License Agreement, dated June 7, 1999, the
Company recorded an increase in intangible assets of $2,608,000 for the
value of the Teva license paid for with indebtedness of $1,000,000 and
issuance of 428,743 shares of common stock valued at approximately
$1,608,000
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 8
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) General
The unaudited condensed consolidated financial statements have been
prepared on the same basis as the annual audited consolidated financial
statements and, in the opinion of management, reflect all adjustments
(consisting of normal recurring adjustments) necessary for a fair
presentation for each of the periods presented. The results of operations
for interim periods are not necessarily indicative of results to be
achieved for full fiscal years.
As contemplated by the Securities and Exchange Commission (SEC) under
Rule 10-01 of Regulation S-X, the accompanying condensed consolidated
financial statements and related footnotes have been condensed and do not
contain certain information that will be included in the Company's annual
consolidated financial statements and footnotes thereto. For further
information, refer to the consolidated financial statements and related
footnotes for the year ended December 31, 1999 included in the Company's
Annual Report on Form 10-K.
(2) Earnings per Share
Basic earnings per share represents net earnings divided by the
weighted-average number of common shares outstanding for the period.
Diluted earnings per share represents net earnings divided by the
weighted-average number of shares outstanding, inclusive of the dilutive
impact of common stock equivalents. During the three and six-month
periods ended June 30, 2000 and 1999, the difference between the
weighted-average number of shares used in the basic computation compared
to that used in the diluted computation was due to the dilutive impact of
options to purchase common stock.
The reconciliations of basic to diluted weighted-average shares are as
follows:
<TABLE>
<CAPTION>
THREE-MONTH PERIOD ENDED
JUNE 30,
------------------------
2000 1999
---------- ----------
<S> <C> <C>
Net earnings $2,232,000 1,668,000
---------- ----------
Weighted-average shares used in basic computation 9,083,000 8,723,000
Dilutive stock options 338,000 281,000
---------- ----------
Weighted-average shares used for diluted computation 9,421,000 9,004,000
========== ==========
</TABLE>
6
<PAGE> 9
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
<TABLE>
<CAPTION>
(2) Earnings per Share (Continued)
SIX-MONTH PERIOD ENDED
JUNE 30,
-----------------------
2000 1999
---------- ---------
<S> <C> <C>
Net earnings $6,616,000 3,913,000
---------- ---------
Weighted-average shares used in basic computation 9,077,000 8,629,000
Dilutive stock options 225,000 237,000
---------- ---------
Weighted-average shares used for diluted computation 9,302,000 8,866,000
---------- ---------
</TABLE>
Options to purchase 267,000 shares of common stock at prices ranging
from $5.50 to $13.75 were outstanding during the three months ended
June 30, 2000 and options to purchase 317,000 shares of common stock at
prices ranging from $5.50 to $13.75 were outstanding during the three
months ended June 30, 1999, but were not included in the computation of
diluted earnings per share because the options' exercise prices were
greater than the average market price of the common shares during the
period and, therefore, were anti-dilutive.
Options to purchase 642,000 shares of common stock at prices ranging
from $3.03 to $13.75 were outstanding during the six months ended June
30, 2000 and options to purchase 322,000 shares of common stock at
prices ranging from $3.03 to $13.75 were outstanding during the six
months ended June 30, 1999, but were not included in the computation of
diluted earnings per share because the options' exercise prices were
greater than the average market price of the common shares during the
period and, therefore, were anti-dilutive.
(3) Inventories
Inventories are summarized as follows:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
----------- ----------
<S> <C> <C>
Finished goods $12,062,000 17,841,000
Work in process 46,000 119,000
Raw materials 180,000 143,000
----------- ----------
Total inventories $12,288,000 18,103,000
=========== ==========
</TABLE>
7
<PAGE> 10
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(4) Credit Facility
The Company has a credit facility ("the Facility") which provides for
borrowings up to $50,000,000, subject to a borrowing base up to 85% of
eligible accounts receivable and 65% of eligible inventory, as defined.
Up to $15,000,000 of borrowings may be in the form of letters of
credit. The agreement bears interest at the lenders' prime rate (9.50%
at June 30, 2000) or, at the Company's election, an adjusted Eurodollar
rate plus 2%. The Facility is secured by substantially all assets of
the Company and expires January 21, 2002. Additionally, under the terms
of the agreement, should the Company terminate the arrangement prior to
the expiration date, the Company may be required to pay the lender an
early termination fee ranging between 1% and 3% of the commitment
amount, depending upon when such termination occurs. At June 30, 2000,
the Company had no outstanding borrowings under the Facility and
outstanding letters of credit aggregated $4,081,000. The agreement
underlying the credit facility includes a tangible net worth covenant.
At June 30, 2000, the Company was in compliance with such covenant and
the terms of the agreement.
(5) Income Taxes
Income taxes for the interim periods were computed using the effective
tax rate estimated to be applicable for the full fiscal year, which is
subject to ongoing review and evaluation by management. For the three
months ended June 30, 2000, the Company had income tax expense of
$1,683,000, representing an effective income tax rate of 43.0%. For the
three months ended June 30, 1999, the Company had income tax expense of
$1,556,000, representing an effective income tax rate of 48.3%. For the
six months ended June 30, 2000, the Company had income tax expense of
$4,991,000, representing an effective income tax rate of 43.0%. For the
six months ended June 30, 1999, the Company had income tax expense of
$3,265,000, representing an effective income tax rate of 45.5%.
(6) New Accounting Pronouncements
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving
Stock Compensation" (FIN 44). FIN 44 provides guidance for issues
arising in applying APB Opinion No. 25, "Accounting for Stock Issued to
Employees". FIN 44 applies specifically to new awards, exchanges of
awards in a business combination, modification to outstanding awards,
and changes in grantee status that occur on or after July 1, 2000,
except for the provisions related to repricings and the definition of
an employee which apply to awards issued after December 15, 1998.
Application of FIN 44 did not have an effect on the Company's financial
reporting.
8
<PAGE> 11
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(7) Business Segments
The Company evaluates performance based on net revenues and profit or
loss from operations. The Company's reportable segments are strategic
business units that offer geographic brand images. They are managed
separately because each business requires different marketing, research
and development, design, sourcing and sales strategies.
The Teva-domestic, Simple-domestic and Ugg-domestic segments include
all sales shipped under those brand names from the Company's North
American distribution centers in California and Canada. The vast
majority of those sales are to customers located in North America. A
portion, however, is shipped from those North American distribution
centers to overseas customers. As a result, a portion of the Company's
international sales is included in the Teva-domestic, Simple-domestic
and Ugg-domestic segments. This treatment is consistent with the way
management reviews and analyzes its segment data. This presentation is
also consistent with the treatment at December 31, 1999, except that
Teva-Canada is currently included in Teva-domestic whereas it was
included under "Other" at December 31, 1999. The prior period amounts
have been reclassified to conform to the current treatment.
Business segment information for the six months ended June 30, 2000
and 1999 is summarized as follows:
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Sales to external customers:
Teva, domestic $ 45,257,000 49,588,000
Simple, domestic 6,619,000 5,471,000
Ugg, domestic 775,000 424,000
Other, primarily international 17,262,000 13,917,000
------------ ------------
$ 69,913,000 69,400,000
============ ============
Intersegment sales:
Teva, domestic $ 637,000 677,000
Simple, domestic 75,000 --
Ugg, domestic -- --
Other, primarily international 1,054,000 827,000
------------ ------------
$ 1,766,000 1,504,000
============ ============
Earnings (loss) from operations:
Teva, domestic $ 10,487,000 8,036,000
Simple, domestic 1,688,000 992,000
Ugg, domestic (503,000) (1,352,000)
Other, primarily international 440,000 516,000
------------ ------------
$ 12,112,000 8,192,000
============ ============
</TABLE>
9
<PAGE> 12
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(7) Business Segments (Continued)
The reconciliations of earnings from operations from segment
information for the six months ended June 30, 2000 and 1999 to the
consolidated financial statements are as follows:
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Total earnings from operations
for reportable segments $ 12,112,000 8,192,000
Intersegment profit change in
beginning and ending inventory (9,000) 103,000
------------ ------------
Consolidated earnings from
operations $ 12,103,000 8,295,000
============ ============
</TABLE>
Business segment information as of June 30, 2000 and December 31, 1999
is summarized as follows:
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Total assets:
Teva, domestic $56,919,000 56,184,000
Simple, domestic 8,994,000 7,509,000
Ugg, domestic 20,839,000 25,947,000
Other, primarily international 8,829,000 8,355,000
----------- -----------
$95,581,000 97,995,000
=========== ===========
</TABLE>
The reconciliations of total assets from segment information to the
consolidated financial statements are as follows:
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Total assets for reportable segments $ 95,581,000 97,995,000
Elimination of profit in ending
inventories (31,000) (22,000)
Elimination of intersegment investments (14,905,000) (14,905,000)
Elimination of intersegment receivables (7,237,000) (12,263,000)
Unallocated refundable income taxes
and deferred tax assets 1,053,000 2,677,000
------------ ------------
Consolidated total assets $ 74,461,000 73,482,000
============ ============
</TABLE>
10
<PAGE> 13
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(8) Contingencies
An action was brought against the Company in 1995 by Molly Strong-Butts
and Yetti by Molly, Ltd. (collectively, "Molly") which alleged, among
other things, that the Company violated a certain nondisclosure
agreement and obtained purported trade secrets regarding a line of
winter footwear which Deckers stopped producing in 1994. A jury verdict
was obtained against the Company in March 1999 aggregating $1,785,000
for the two plaintiffs. The Company is appealing the verdict and
continues to believe such claims are without merit. The Company intends
to continue contesting this claim vigorously. The Company, based on
advice from legal counsel, does not anticipate that the ultimate
outcome will have a material adverse effect upon its financial
condition, results of operations or cash flows.
The European Commission has enacted anti-dumping duties of 49.2% on
certain types of footwear imported into Europe from China and
Indonesia. Dutch Customs has issued an opinion to the Company that
certain popular Teva styles are covered by this anti-dumping duty
legislation. The Company is working with Customs to resolve the
situation. In the event that Customs makes a final determination that
the anti-dumping provisions cover such styles, the Company expects that
it would have an exposure for prior unpaid anti-dumping duties during
1997 of up to approximately $500,000. In addition, if Customs
determines that these styles are covered by the legislation, the duty
amounts could cause such products to be too costly to import into
Europe from China in the future. As a precautionary measure, the
Company has obtained, and is using, alternative sourcing for the
potentially impacted products from sources outside of China in an
effort to reduce the potential risk in the future. The Company is
unable to predict the outcome of this matter and the effect, if any, on
the Company's consolidated financial statements.
The Company is currently involved in various other legal claims arising
from the ordinary course of business. Management does not believe that
the disposition of these matters will have a material effect on the
Company's financial position or results of operations.
11
<PAGE> 14
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the
condensed consolidated financial statements and notes thereto, as well
as our Annual Report on Form 10-K for the year ended December 31, 1999.
This Quarterly Report on Form 10-Q includes forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of
1934 that involve risk and uncertainty, such as forward-looking
statements relating to sales and operating expense expectations,
expectations regarding the Company's liquidity, the potential
imposition of certain customs duties, the potential impact of certain
litigation and the impact of seasonality on the Company's operations.
Actual results may vary. Some of the factors that could cause actual
results to differ materially from those in the forward-looking
statements are identified in the accompanying "Outlook" section of this
Quarterly Report on Form 10-Q.
Three Months Ended June 30, 2000 Compared to Three Months Ended
June 30, 1999
Net sales decreased by $2,913,000, or 9.3%, to $28,447,000 from the
comparable three months ended June 30, 1999 of $31,360,000. This
decrease was a result of a new European distribution strategy
implemented in the fourth quarter of 1999 whereby product is now sold
entirely through distributors in Europe, versus a combination of
distributors and retailers last year. This strategy resulted in a shift
in a portion of the European sales to the first quarter from the second
quarter, as the shipping window to distributors is generally earlier
than that for retailers. Sales of the Teva brand decreased to
$24,088,000 for the three months ended June 30, 2000 from $26,756,000
for the three months ended June 30, 1999, a 10.0% decrease as a result
of this change in European distribution. Sales of Teva footwear
represented 84.7% and 85.3% of net sales in the three months ended June
30, 2000 and 1999, respectively. Net sales of footwear under the Simple
product line decreased 5.1% to $3,453,000 from $3,640,000 for the
comparable three months ended June 30, 1999. The decrease in Simple
sales was also due to the effect of the change to distributors in
Europe. Net sales of Ugg footwear were $261,000 for the three months
ended June 30, 2000, compared to net sales of $100,000 for the three
months ended June 30, 1999. Due to the highly seasonal nature of Ugg's
business, the second quarter is generally the lowest volume quarter for
Ugg sales. Overall, international sales for all of the Company's
products decreased 57.9% for the quarter to $3,385,000 from $8,035,000,
representing 11.9% of net sales in 2000 and 25.6% in 1999. The
international sales decrease for the quarter was due to the change in
European distribution and the resulting shift in sales from the second
quarter to the first quarter. During the first quarter ended March 31,
2000, the Company had experienced a corresponding 62.0% increase in
international sales compared to the year ago period. The volume of
footwear sold decreased 12.9% to 1,089,000 pairs during the three
months ended June 30, 2000 from 1,250,000 pairs during the three months
ended June 30, 1999, for the reasons discussed above.
The weighted-average wholesale price per pair sold during the three
months ended June 30, 2000 increased 5.8% to $25.33 from $23.95 for the
three months ended June 30, 1999. The increase was primarily due to a
shift in sales mix during the quarter toward domestic sales, which
generally have higher average selling prices than international sales.
In addition, the Company had lower amounts of discounted sales for the
three months ended June 30, 2000 compared to June 30, 1999.
Cost of sales decreased by $2,826,000, or 16.1%, to $14,778,000 for the
three months ended June 30, 2000, compared with $17,604,000 for the
three months ended June 30, 1999 and decreased as a percentage of net
sales to 51.9% from 56.1%. Gross profit decreased by $87,000, or 0.6%,
to $13,669,000 for the three months ended June 30, 2000 from
$13,756,000 for the three months ended June 30, 1999 and increased as a
percentage of net sales to 48.1% from 43.9%. The increase in gross
margin was primarily the result of several factors including a change
in sales mix toward domestic sales, which generally have
12
<PAGE> 15
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
higher gross margins than international sales. International sales
generally have lower gross margins than domestic sales due to the
Company's use of distributors in most international markets. In
addition, the Company continued to experience improvements in product
sourcing and pricing as well as a reduced impact of sales returns,
discounted sales and inventory write-downs.
Selling, general and administrative expenses decreased by $385,000, or
3.8%, to $9,630,000 for the three months ended June 30, 2000, compared
with the three months ended June 30, 1999 of $10,015,000, and increased
as a percentage of net sales to 33.9% in 2000 from 31.9% in 1999. The
decrease in selling, general and administrative expenses was primarily
due to lower legal costs, warehouse costs, apparel related costs and
lower variable costs associated with the change in sales volumes,
partially offset by an increase in marketing spending. The increase in
selling, general and administrative expenses as a percentage of net
sales occurred as certain selling, general and administrative expenses
are fixed costs and do not fluctuate in proportion to changes in sales
volume.
Net interest expense was $74,000 for the three months ended June 30,
2000 compared with $499,000 for the three months ended June 30, 1999,
primarily due to significantly decreased borrowings on the credit
facility in the current year, partially offset by higher average
interest rates.
For the three months ended June 30, 2000 the Company had an income tax
expense of $1,683,000, representing an effective income tax rate of
43.0%. For the three months ended June 30, 1999, the Company had income
tax expense of $1,556,000, representing an effective income tax rate of
48.3%. Income taxes for interim periods are computed using the
effective tax rate estimated to be applicable for the full fiscal year,
which is subject to ongoing review and evaluation by the Company.
Net earnings increased 33.8% to $2,232,000, or $0.24 per share -
diluted, for the three months ended June 30, 2000 versus net earnings
of $1,668,000, or $0.19 per share - diluted, for the three months ended
June 30, 1999 due to the reasons discussed above.
Six Months Ended June 30, 2000 Compared to Six Months Ended
June 30, 1999
Net sales increased by $513,000, or 0.7%, to $69,913,000 for the six
months ended June 30, 2000 from $69,400,000 for the comparable six
months ended June 30, 1999. Sales of the Teva brand decreased to
$58,869,000 for the six months ended June 30, 2000 from $59,700,000 for
the six months ended June 30, 1999, a 1.4% decrease. This decrease
occurred as the Company sold significantly fewer products to the
athletic retail channels as the Company did not target this
distribution channel in 2000 due to an apparent weakness in this
sector, including store closures and financial difficulties at certain
of the retailers. This decrease was partially offset by an increase in
sales in international markets. Sales of Teva footwear represented
84.2% and 86.0% of net sales in the six months ended June 30, 2000 and
1999, respectively. Net sales of footwear under the Simple product line
increased 16.7% to $8,845,000 from $7,582,000 for the comparable six
months ended June 30, 1999. The increase in Simple sales was driven
primarily by a resurgence in the popularity and strength of the brand.
Net sales of Ugg footwear were $775,000 for the six months ended June
30, 2000, compared to net sales of $424,000 for the six months ended
June 30, 1999. Due to the highly seasonal nature of Ugg's business, the
first half of the year is generally a low volume period for Ugg sales.
Overall, international sales for all of the Company's products
increased 10.3% to $20,544,000 from $18,624,000, representing 29.4% of
net sales in 2000 and 26.8% in 1999. The volume of footwear sold
increased 4.8% to 2,780,000 pairs during the six months ended June 30,
2000 from 2,653,000 pairs during the six months ended June 30, 1999,
for the reasons discussed above.
The weighted-average wholesale price per pair sold during the six
months ended June 30, 2000 decreased 2.7% to $24.36 from $25.05 for the
six months ended June 30, 1999. The decrease was primarily due to
13
<PAGE> 16
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
an overall shift in sales mix toward international sales, which are
generally at lower average wholesale prices due to the use of
distributors in nearly all international markets. In addition, the
Company experienced a change in domestic sales mix away from certain
styles with higher average wholesale prices toward styles with lower
average prices.
Cost of sales decreased by $1,559,000, or 4.1%, to $36,862,000 for the
six months ended June 30, 2000, compared with $38,421,000 for the six
months ended June 30, 1999 and decreased as a percentage of net sales
to 52.7% from 55.4%. Gross profit increased by $2,072,000, or 6.7%, to
$33,051,000 for the six months ended June 30, 2000 from $30,979,000 for
the six months ended June 30, 1999 and increased as a percentage of net
sales to 47.3% from 44.6%. The increase in gross margin was primarily
the result of improved pricing and sourcing for the Spring 2000 product
line and the reduced impact of sales returns, discounted sales and
inventory write-downs.
Selling, general and administrative expenses decreased by $1,736,000,
or 7.7%, to $20,948,000 for the six months ended June 30, 2000,
compared with the six months ended June 30, 1999 of $22,684,000, and
decreased as a percentage of net sales to 30.0% in 2000 from 32.7% in
1999. The decrease in selling, general and administrative expenses as a
percentage of net sales was primarily the result of several factors,
including the non-recurrence of the $1 million of special charges
incurred in the first quarter of 1999 related to severance costs and
litigation, as well as reductions in warehouse costs and apparel costs.
These cost reductions were partially offset by an increase in marketing
costs for the six months ended June 30, 2000 versus the six months
ended June 30, 1999.
Net interest expense decreased to $275,000 for the six months ended
June 30, 2000, from $1,130,000 for the six months ended June 30, 1999,
primarily due to decreased average borrowings on the Company's credit
facility in the current year, partially offset by higher average
interest rates.
For the six months ended June 30, 2000, the Company had an income tax
expense of $4,991,000, representing an effective income tax rate of
43.0%. For the six months ended June 30, 1999, the Company had income
tax expense of $3,265,000, representing an effective income tax rate of
45.5%. Income taxes for interim periods are computed using the
effective tax rate estimated to be applicable for the full fiscal year,
which is subject to ongoing review and evaluation by the Company.
Net earnings increased 69.1% to $6,616,000, or $0.71 per share -
diluted, for the six months ended June 30, 2000 versus net earnings of
$3,913,000, or $0.44 per share - diluted, for the six months ended June
30, 1999 due to the reasons discussed above.
Outlook
This "Outlook" section, the last paragraph under "Liquidity and Capital
Resources," the discussion under "Seasonality" and other statements in
this Form 10-Q contain a number of forward-looking statements including
forward-looking statements relating to sales and operating expense
expectations, expectations regarding the Company's liquidity, the
potential imposition of certain customs duties, the potential impact of
certain litigation, and the impact of seasonality on the Company's
operations. All of the forward-looking statements are based on current
expectations. Actual results may differ materially for a variety of
reasons, including the reasons discussed below.
Sales and Operating Expense Expectations. For calendar year 2000, the
Company expects net sales of Teva to be relatively flat compared to
1999, reflecting the effects of two offsetting factors. Domestically,
the Company expects lower sales to retailers in the athletic footwear
channels as a result of apparent weakness in this segment of the
market. The Company expects this decrease to be offset by continued
14
<PAGE> 17
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
expansion in its international markets and through its greatly expanded
Fall 2000 product offering of closed Teva footwear.
The Company currently expects an increase in Ugg sales for 2000 of
approximately 10% to 15%, as the Company focuses on geographical
expansion outside of California and product diversification in its
casual footwear offering.
The Simple brand is gaining popularity as it has been refocused toward
the teen and twenty-something market, where the Simple brand had
previously been successful. The Company currently expects sales of the
Simple line to increase approximately 15% in 2000 compared to 1999.
The Company's selling, general and administrative expenses decreased to
35.0% of sales in fiscal year 1999 from 38.5% of sales in fiscal year
1998. The Company plans to continue to improve its operating
efficiencies in 2000 and expects that the resulting selling, general
and administrative expenses as a percentage of sales for fiscal year
2000 will be lower than that for fiscal year 1999. However, the Company
does not expect the reduction in those expenses to be as dramatic as
that experienced during the six months ended June 30, 2000 compared to
the year ago period, as a significant portion of the improvement was
due to the non-recurrence of special charges for severance compensation
for the staff reduction and litigation costs which were incurred in the
six-month period ended June 30, 1999.
The foregoing forward-looking statements represent the Company's
current analysis of trends and information. Actual results could vary
as a result of numerous factors. For example, the Company's results are
directly dependent on consumer preferences, which are difficult to
assess and can shift rapidly. Any shift in consumer preferences away
from one or more of the Company's product lines could result in lower
sales as well as obsolete inventory and the necessity of selling
products at significantly reduced selling prices, all of which would
adversely affect the Company's results of operations, financial
condition and cash flows. The Company is also dependent on its
customers continuing to carry and promote its various lines. The
Company's sales can be adversely impacted by the ability of the
Company's suppliers to manufacture and deliver products in time for the
Company to meet its customers' orders.
Sales of the Company's products, particularly those under the Teva and
Ugg lines, are very sensitive to weather conditions. Extended periods
of unusually cold weather during the spring and summer could adversely
impact demand for the Company's Teva line. Likewise, unseasonably warm
weather during the fall and winter months could adversely impact demand
for the Company's Ugg product line.
In addition, the Company's results of operations, financial condition
and cash flows are subject to risks and uncertainties with respect to
the following: overall economic and market conditions; competition;
demographic changes; the loss of significant customers or suppliers;
the performance and reliability of the Company's products; customer
service; the Company's ability to secure and maintain intellectual
property rights; the Company's ability to secure and maintain adequate
financing; the Company's ability to forecast and subsequently achieve
those forecasts; its ability to attract and retain key employees; and
the general risks associated with doing international business
including foreign exchange risks, duties, quotas and political
instability.
Potential Imposition of Duties. The European Commission has enacted
anti-dumping duties of 49.2% on certain types of footwear imported into
Europe from China and Indonesia. Dutch Customs has issued an opinion to
the Company that certain popular Teva styles are covered by this
anti-dumping duty legislation. The Company is working with Customs to
resolve the situation. In the event that Customs makes a final
determination that the anti-dumping provisions cover such styles, the
Company expects that it would have an exposure for prior unpaid
anti-dumping duties from 1997 of up to approximately $500,000. In
addition, if Customs determines that these styles are covered by the
legislation, the duty amounts could
15
<PAGE> 18
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
cause such products to be too costly to import into Europe from China
in the future. As a precautionary measure, the Company has obtained,
and is using, alternative sourcing for the potentially impacted
products from sources outside of China in an effort to reduce the
potential risk in the future. The Company is unable to predict the
outcome of this matter and the effect, if any, on the Company's
consolidated financial statements.
Liquidity and Capital Resources
The Company's liquidity consists of cash, trade accounts receivable,
inventories and a revolving credit facility. At June 30, 2000, working
capital was $39,753,000, including $9,885,000 of cash. Cash provided by
operating activities aggregated $14,781,000 for the six months ended
June 30, 2000. Trade accounts receivable increased 4.9% from December
31, 1999 and inventories decreased 32.1% since December 31, 1999
primarily as a result of normal seasonality. The Company has a credit
facility ("the Facility") which provides for borrowings up to
$50,000,000, subject to a borrowing base up to 85% of eligible accounts
receivable and 65% of eligible inventory, as defined. Up to $15,000,000
of borrowings may be in the form of letters of credit. The agreement
bears interest at the lenders' prime rate (9.50% at June 30, 2000) or,
at the Company's election, an adjusted Eurodollar rate plus 2 %. The
Facility is secured by substantially all assets of the Company and
expires January 21, 2002. Additionally, under the terms of the
agreement, should the Company terminate the arrangement prior to the
expiration date, the Company may be required to pay the lender an early
termination fee ranging between 1% and 3% of the commitment amount,
depending upon when such termination occurs. The agreement underlying
the credit facility includes a tangible net worth covenant. At June 30,
2000, the Company was in compliance with the terms and covenants of the
agreement. On June 30, 2000, the Company had no outstanding borrowings
under the Facility and outstanding letters of credit aggregated
$4,081,000.
Capital expenditures totaled $673,000 for the six months ended June 30,
2000. The Company's capital expenditures related primarily to trade
show booths, promotional vehicles, various computer hardware and
software purchases and molds purchased for use in the production
process. The Company currently has no material future commitments for
capital expenditures.
The Company's Board of Directors has authorized the repurchase of
2,200,000 shares of common stock under a stock repurchase program. Such
repurchases are authorized to be made from time to time in open market
or in privately negotiated transactions, subject to price and market
conditions as well as the Company's cash availability. Under this
program, the Company repurchased 300,000 shares in 1996 for cash
consideration of $2,390,000, 330,000 shares in 1997 for cash
consideration of $2,581,000 and 343,000 shares in 1998 for cash
consideration of $2,528,000. No shares were repurchased during 1999 or
during the six-month period ended June 30, 2000. At June 30, 2000,
1,227,000 shares remained available for repurchase under the program.
In June 1999, the Company obtained an option to buy Teva and all of its
assets, including all worldwide rights to all Teva products. The option
price is based on formulas tied to net sales of Teva products and
varies depending on when the option is exercised. The Company's option
is exercisable during the period from January 1, 2000 to December 31,
2001 or during the period from January 1, 2006 to December 31, 2008. If
the Company does not exercise its option to acquire Teva, the licensor
has the option to acquire the Teva distribution rights from the Company
for the period from January 1, 2010 to December 31, 2011, the end of
the license term, and the option price is based on a formula tied to
the Company's earnings before interest, taxes, depreciation and
amortization. The exercise of either of the Company's purchase
16
<PAGE> 19
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
options would require significant additional financing. There are no
assurances that the additional financing will be available.
The Company believes that internally generated funds, the available
borrowings under its existing credit facility, and the cash on hand
will provide sufficient liquidity to enable it to meet its current and
foreseeable working capital requirements. However, risks and
uncertainties which could impact the Company's ability to maintain its
cash position include the Company's growth rate, its ability to collect
its receivables in a timely manner, the Company's ability to
effectively manage its inventory, and the volume of letters of credit
used to purchase product, among others.
Seasonality
Financial results for the outdoor and footwear industries are generally
seasonal. Sales of each of the Company's different lines have
historically been higher in different seasons, with the highest
percentage of Teva sales occurring in the first and second quarter of
each year and the highest percentage of Ugg sales occurring in the
fourth quarter, while the quarter with the highest percentage of annual
sales for Simple has varied from year to year. Consequently, the
results for these specified periods are highly dependent on the results
for each of these product lines.
Based on the Company's historical experience, the Company would expect
greater sales in the first and second quarters than in the third and
fourth quarters. Actual results could differ materially depending upon
consumer preferences, availability of product, competition, and the
Company's customers continuing to carry and promote its various product
lines, among other risks and uncertainties. See also the discussion
regarding forward-looking statements under "Outlook".
Other
The Company believes that the relatively moderate rates of inflation in
recent years have not had a significant impact on its net sales or
profitability.
17
<PAGE> 20
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
An action was brought against the Company in 1995 by Molly Strong-Butts
and Yetti by Molly, Ltd. (collectively, "Molly") which alleged, among
other things, that the Company violated a certain nondisclosure
agreement and obtained purported trade secrets regarding a line of
winter footwear which Deckers stopped producing in 1994. A jury verdict
was obtained against the Company in March 1999 aggregating $1,785,000
for the two plaintiffs. The Company is appealing the verdict and
continues to believe such claims are without merit. The Company intends
to continue contesting this claim vigorously. The Company, based on
advice from legal counsel, does not anticipate that the ultimate
outcome will have a material adverse effect upon its financial
condition, results of operations or cash flows.
Item 2. Changes in Securities. Not applicable
Item 3. Defaults upon Senior Securities. Not applicable
Item 4. Submission of Matters to a Vote of Security Holders.
On May 24, 2000, the Company held its Annual Meeting of Stockholders.
At the meeting, the stockholders ratified the approval of an amendment
to the Company's 1995 Employee Stock Purchase Plan, as amended (the
"Plan"), to (a) increase the number of shares of common stock reserved
for issuance thereunder by 200,000 shares and (b) extend the duration
of the Plan by five years. 8,054,048 votes were cast in favor of the
ratification; 123,186 were voted against; 27,311 abstained; and there
were no broker non-votes.
The stockholders also ratified the selection of KPMG LLP as the
Company's independent auditors. 8,194,156 votes were cast in favor of
the ratification; 6,720 were voted against; and 3,669 abstained. There
were no broker non-votes.
Item 5. Other Information. Not applicable
Item 6. Exhibits and Reports on Form 8-K. Not applicable
18
<PAGE> 21
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Signature
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 thereunto duly authorized.
Deckers Outdoor Corporation
Date: August 11, 2000 /s/ M. Scott Ash
--------------------------------------
M. Scott Ash, Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
19
