CROX Crocs Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 26, 2015

CROCS, INC.

(Exact name of registrant as specified in its charter)

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

Not Applicable

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

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

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

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

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

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

Item 2.02.                                        Results of Operations and Financial Condition.

On February 26, 2015, Crocs, Inc. (the “Company”) issued a press release reporting its results of operations for the three months and year ended December 31, 2014. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01.                                        Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

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

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Exhibit 99.1

Crocs Inc. Reports Fourth Quarter and Full Year 2014 Financial Results

Revenues in line with expectations

NIWOT, COLORADO — February 26, 2015 — Crocs Inc. (NASDAQ: CROX) today reported financial results for the fourth quarter and full year ended December 31, 2014.

Full Year and Fourth Quarter Financial Highlights:

·                  GAAP revenue increased 0.5% year over year to $1.2 billion.  On a constant currency basis, revenue increased 1.8% as compared to the prior year.  For the fourth quarter, revenue was $206.5 million a decline of 9.7% as compared to the fourth quarter of 2013.  On a constant currency basis, fourth quarter revenue declined 5%.

·                  Net loss attributable to common stockholders on a GAAP basis was $0.22 per diluted share for the year and $0.70 per diluted share for the fourth quarter. Excluding certain non-recurring and special charges, the company reported non-GAAP adjusted net income attributable to common stockholders of $50.0 million for the year and a non-GAAP adjusted net loss of $30.0 million for the fourth quarter.

Gregg Ribatt, Chief Executive Officer, said: “We delivered fourth quarter sales in line with expectations. Our business was essentially flat to last year, on a constant currency basis across all regions including the Americas, Europe, Japan and Asia with the exception of Latin America and China. We believe the strategy the company outlined last July, will position Crocs for sustained success in the future.  We are making meaningful progress on implementing the strategy including: strengthening our brand; elevating our product stories while eliminating non-core categories; evolving our international business to focus on our six core markets while building best in class partnerships in the rest of the world; strengthening our relationships with key wholesale partners; improving our direct to consumer capabilities; simplifying our

business model; and, building a best in class team.  More specifically, in the second half of 2014 the company eliminated non-core product categories, closed more than 100 stores, reduced headcount, and simplified our international operations. We are confident these moves will enable us to streamline our business model, focus on our biggest and most meaningful opportunities, and position the company for growth in the future.”

Financial Review

Fourth quarter operating results

In the fourth quarter of 2014, the company incurred a GAAP net loss attributable to common stockholders of $56.9 million or $0.70 per diluted share, compared with a net loss of $66.9 million or $0.76 per diluted share in the same quarter of the prior year.

As outlined in detail in the non-GAAP reconciliations set forth later in this press release, the company recorded $26.8 million in non-recurring and special charges (of which $15.3 million were non-cash charges) in the fourth quarter of 2014; compared with $49.2 million in non-recurring and special charges (of which $46.5 million were non-cash charges) in the fourth quarter of 2013.

Excluding these items, the company reported a non-GAAP adjusted net loss attributable to common stockholders of $30.0 million in the quarter or compared with a non-GAAP adjusted net loss of $17.7 million in the fourth quarter of 2013.

Full year 2014 operating results

The company generated net loss attributable to common stockholders of $19.0 million or $0.22 per diluted share for the full year ended 2014, compared with net income of $10.4 million or $0.12 per diluted share in 2013.

As outlined in detail in the non-GAAP reconciliations set forth later in this press release, the company recorded $69 million in non-recurring and special charges (of which $27.7 million were non-cash charges) for the year ended 2014; compared with $62.4 million in non-recurring and special charges (of which $49.3 million were non-cash charges) for the full year 2013.

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Excluding these items, the company generated non-GAAP adjusted net income attributable to common stockholders of $50.0 million for the year ended 2014 compared with non-GAAP adjusted net income of $72.8 million during 2013.

Balance Sheet

Cash and cash equivalents at December 31, 2014, amounted to $267.5 million.  Inventory was $171.0 million at the end of 2014 compared with $162.3 million on December 31, 2013.

Financial Outlook

Mr. Ribatt continued, “As we look forward, 2015 will be a transition period for the company.  Our business continues to stabilize across all of our regions while we address the continuing challenges of the stronger US dollar and our China business.  We expect Q1 revenues to be down on a constant currency basis by 10% to 12%, to a range of $260 to $265 million, driven primarily by declines in our China business.  We expect the declines to moderate substantially in Q2 and growth to return in the second half of 2015 as many of the strategic changes we implemented in late 2014 positively impact the business.”

Stock Repurchase

The company repurchased 10.6 million shares of common stock in 2014 of which 4.5 million shares were repurchased in the fourth quarter of 2014 at an average price of $12.38.  The company ended the year at 78.5 million common shares outstanding and fourth quarter weighted average shares outstanding was 80.9 million.

Conference Call Information

A teleconference call to discuss fourth quarter and full year 2014 results is scheduled for today, Thursday, February 26, 2015, at 5:00 p.m. EST.  The call participation number is (888) 771-4371. A recording of the conference call will be available two hours after the completion of the call at (888) 843-7419. International participants can dial (847) 585-4405 to take part in the conference call and can access a replay of the call at (630) 652-3042. All of the above calls will require the input of the conference identification number 39040660. The call also will be streamed on the Crocs website, www.crocs.com.  An audio recording of the conference call will be available at www.crocs.com through March 28, 2015

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About Crocs, Inc.

Crocs, Inc. (Nasdaq:CROX) is a world leader in innovative casual footwear for men, women and children. Crocs offers a broad portfolio of all-season products, while remaining true to its core molded footwear heritage. All Crocs™ shoes feature Croslite™ material, a proprietary, revolutionary technology that gives each pair of shoes the soft, comfortable, lightweight, non-marking and odor-resistant qualities that Crocs fans know and love. Crocs celebrates the fun of being a little different and encourages fans to “Find Your Fun” in every colorful pair of shoes. Since its inception in 2002, Crocs has sold more than 300 million pairs of shoes in more than 90 countries around the world.

Visit www.crocs.com for additional information.

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

All information in this document speaks as of February 26, 2015.  We do not undertake any obligation to update publicly any forward-looking statements, including, without limitation, any estimate regarding revenues or earnings, whether as a result of the receipt of new information, future events, or otherwise.

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CROCS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

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CROCS, INC. AND SUBSIDIARIES

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

In addition to financial measures presented on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”), we present current period ‘adjusted results’, which are non-GAAP financial measures. Adjusted results of operations exclude the impact of items that management believes affect the comparability or underlying business trends in our condensed consolidated financial statements in the periods presented.

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

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

(2) This relates to severance expenses, bonuses, store closure costs, consulting fees and other expenses related to recent restructuring and reorganization activities and our investment agreement with Blackstone. Reorganization activities also includes the net expenses related to the resolution of a statutory tax audit in Brazil.

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

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

(5) This is related to a portion of our Crocs Benelux B.V. business purchased by our Crocs Stores B.V. subsidiary in July 2012.

(6) This represents legal settlement expenses.

(7) This represents the add-back of certain income tax expenses (benefits). The three month and year-ended December 31, 2013 includes a non-recurring tax expense related to our cash repatriation strategy as well as a valuation allowance adjustment.

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CROCS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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CROCS, INC. AND SUBSIDIARIES

CHANNEL REVENUES (UNAUDITED)

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(1) Reflects quarter-over-quarter and year-over-year change as if the current period results were in “constant currency,” which is a non-GAAP financial measure. Constant currency is a measure utilized by management in which current period results have been restated using 2014 average foreign exchange rates for the comparative period to enhance the visibility of the underlying business trends by excluding the impact of foreign currency exchange rate fluctuations. We do not suggest that investors should consider this non-GAAP measure in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.

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CROCS, INC. AND SUBSIDIARIES

RETAIL STORE COUNTS (UNAUDITED)