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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(Mark One) |
☒ |
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 |
For the Fiscal Year Ended March 31, 2023
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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
DECKERS OUTDOOR CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
95-3015862 |
(State or other jurisdiction of incorporation or
organization) |
(I.R.S. Employer Identification No.) |
250 Coromar Drive, Goleta, California 93117
(Address of principal executive offices)
(805) 967-7611
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
DECK |
New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes
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No
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Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act.
Yes
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No
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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
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No
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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
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No
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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.
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Large accelerated filer |
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Accelerated filer |
☐ |
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Non-accelerated filer |
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Smaller reporting company |
☐ |
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Emerging growth company |
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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 has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report.
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
Yes
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No
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At September 30, 2022, the last business day of the
registrant’s most recently completed second fiscal quarter, the
aggregate market value of the voting and non-voting stock held by
the non-affiliates of the registrant was approximately
$8,242,483,771, based on the number of shares held by
non-affiliates of the registrant as of that date, and the last
reported sale price of the registrant’s common stock on the New
York Stock Exchange on that date, which was $312.61. This
calculation does not reflect a determination that persons are
affiliates for any other purposes.
As of the close of business on May 11, 2023, the number of
outstanding shares of the registrant’s common stock, par value
$0.01 per share, was
26,159,846.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement on Schedule
14A relating to the registrant’s 2023 annual meeting of
stockholders, to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered
by this Annual Report on Form 10-K, are incorporated by reference
in Part III within this Annual Report on Form 10-K. With the
exception of the portions of the Proxy Statement specifically
incorporated herein by reference, the Proxy Statement and related
proxy solicitation materials are not deemed to be filed as part of
this Annual Report on Form 10-K.
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
For the Fiscal Year Ended March 31, 2023
TABLE OF CONTENTS
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Item 1B. |
Unresolved Staff Comments |
* |
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Item 4. |
Mine Safety Disclosures |
* |
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Item 6.
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure |
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Item 9B. |
Other Information |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections
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Item 16. |
Form 10-K Summary |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for our fiscal year ended
March 31, 2023 (Annual Report), and the information and
documents incorporated by reference within this Annual 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 Annual 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 Annual
Report, and the information and documents incorporated by reference
within this Annual Report, contain forward-looking statements
relating to, among other things:
•the
operational challenges faced by our warehouses and distribution
centers (DCs), wholesale partners, global third-party logistics
providers (3PLs), and third-party carriers, including as a result
of global supply chain disruptions and labor
shortages;
•availability
of materials and manufacturing capacity, and reliability of
overseas production and storage;
•global
geopolitical tensions, including the impact of economic sanctions
on our transportation and energy costs;
•global
economic trends, including foreign currency exchange rate
fluctuations, changes in interest rates, inflationary pressures,
changes in commodity pricing, and recessionary
concerns;
•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 product
allocation and segmentation strategies;
•trends
impacting the purchasing behavior of wholesale partners and
consumers;
•changes
in consumer preferences impacting our brands and products, and the
footwear and fashion industries;
•the
impact of seasonality and weather on consumer behavior and the
demand for our products;
•our
business, operating, investing, capital allocation, marketing, and
financing plans and strategies;
•expansion
of and investments in our Direct-to-Consumer (DTC) capabilities,
including our distribution facilities and e-commerce
platforms;
•the
impacts of the COVID-19 global pandemic (pandemic) and other
incidence of disease on our business and the businesses of our
customers, consumers, suppliers, and business
partners;
•the
effects of climate change, including changes in the regulatory
environment and consumer demand to mitigate these effects, and the
resulting impact on our business;
•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;
•our
interpretation of global tax regulations and changes in tax laws
that may impact our tax liability and effective tax
rates;
•our
cash repatriation strategy regarding earnings of non-United States
(US) subsidiaries and the resulting tax impacts;
•the
outcomes of legal proceedings, including the impact they may have
on our business and intellectual property rights; and
•the
value of goodwill and other intangible assets, and potential
write-downs or impairment charges.
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 I, Item 1A, "Risk
Factors," and Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," within
this Annual Report, as well as in our other filings with the
Securities and Exchange Commission (SEC). You should read this
Annual 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 occasionally, 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.
PART I
References within this Annual 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), Koolaburra by
UGG® brand (Koolaburra), UGGpure® (UGGpure), and
UGGplushTM
(UGGplush) are some of our trademarks. Other trademarks or trade
names appearing elsewhere within this Annual Report are the
property of their respective owners.
The
trademarks and trade names within this Annual Report are referred
to without the ® and ™ symbols, but such references should not be
construed as any indicator that their respective owners will not
assert their rights to the fullest extent under applicable
law.
Unless otherwise specifically indicated, all figures included
within this Annual Report are expressed in thousands, except for
per share or share data. The defined periods for the fiscal years
ended March 31, 2023, 2022, and 2021 are stated herein as “year
ended” or “years ended.” We also refer to these fiscal years as
“fiscal year 2023,” “fiscal year 2022,” and “fiscal year 2021,”
respectively.
Item 1. Business
General
We are a global leader in designing, marketing, and distributing
innovative footwear, apparel, and accessories developed for both
everyday casual lifestyle use and high-performance activities. We
market our products primarily under five proprietary brands: UGG,
HOKA, Teva, Sanuk, and Koolaburra. Our brands compete across the
fashion and casual lifestyle, performance, running, and outdoor
markets. We believe our products are distinctive and appeal to a
broad demographic. We sell our products through quality domestic
and international retailers, international distributors, and
directly to our global consumers through our DTC business, which is
comprised of our e-commerce websites and retail stores. We seek to
differentiate our brands and products by offering diverse lines
that emphasize authenticity, functionality, quality, and comfort,
and products tailored to a variety of activities, seasons, and
demographic groups. All of our products are manufactured by
independent manufacturers.
Products and Brands
UGG.
The UGG brand is one of the most iconic and recognized brands in
our industry, which highlights our successful track record of
building niche brands into lifestyle and fashion market leaders.
With loyal consumers around the world, the UGG brand has proven to
be a highly resilient line of premium footwear, apparel, and
accessories with expanded product offerings and a growing global
audience that appeals to a broad demographic. The UGG brand is sold
globally, including in the US, Canada, Europe, Asia-Pacific, and
Latin America.
HOKA.
The HOKA brand is an authentic, premium line of year-round
performance footwear and apparel that offers enhanced cushioning
and inherent stability with minimal weight. Originally designed for
ultra-runners, the brand now appeals to world champions, taste
makers, and everyday athletes. Strong marketing has fueled both
domestic and international sales growth for the HOKA brand, which
has quickly become a leading brand within our run and outdoor
specialty wholesale accounts and is growing within selective key
accounts. The HOKA brand’s product line includes running, trail,
hiking, fitness, and lifestyle. The HOKA brand is sold globally,
including in the US, Canada, Europe, Asia-Pacific, and Latin
America.
Teva.
The Teva brand was born in the Grand Canyon and for decades has
served as a trusted companion for outdoor adventure seekers around
the world. Today, Teva builds upon sport sandal leadership,
authentic outdoor heritage, and a commitment to sustainability to
drive growth through category expansion and a young, diverse, and
adventurous consumer. The Teva brand’s product line includes
sandals, shoes, and boots. The Teva brand is sold globally,
including in the US, Canada, Europe, Asia-Pacific, and Latin
America.
Sanuk.
The Sanuk brand originated in Southern California surf culture and
has manifested into a lifestyle brand with a presence in the
relaxed casual shoe and sandal categories, focusing on innovations
in comfort and sustainability. The Sanuk brand’s use of unexpected
materials and unconventional constructions, combined with its fun
and playful branding, are key elements of the brand’s identity. The
Sanuk brand is primarily sold in the US.
Other Brands.
Other brands consist primarily of the Koolaburra brand. The
Koolaburra brand is a casual footwear fashion line using plush
materials and is intended to target the value-oriented consumer to
complement the UGG brand offering. Our Other brands are primarily
sold in the US and Canada.
Sales and Distribution
US Distribution.
In our wholesale channel, we distribute our products in the US
through sales representatives, who are organized by account type or
geographically and by brand. In addition to our wholesale channel,
we sell products directly to consumers through our DTC business and
fulfill online orders through our DCs and retail stores. Our sales
force is separated by brand, as each brand generally has certain
specialty customers that expect a dedicated sales team with
specialized knowledge of the brand’s product
offerings.
We currently distribute products sold in the US through our DCs in
Moreno Valley, California, and Mooresville, Indiana, as well as
through a 3PL in Pennsylvania. Our DCs feature a warehouse
management system that enables us to efficiently pick and pack
products for direct shipment to customers. We are further expanding
our DCs and are in the early stages of building out a third US DC
located in Mooresville, Indiana.
Refer to Part I, Item 2, “Properties,” and Note 7, "Commitments and
Contingencies," of our consolidated financial statements in Part IV
within this Annual Report for further information on our properties
and related minimum lease and other commitments.
International Distribution.
Internationally, in our wholesale channel, we distribute our
products through independent distributors and wholly owned
subsidiaries in many regions and countries, including Canada,
Europe, Asia-Pacific, and Latin America, among others. We also sell
products internationally, particularly in China, through partner
retail stores, which are branded stores that are wholly owned and
operated by third parties. In addition, in certain countries we
sell products through our DTC business. For our wholesale and DTC
businesses, we distribute our products through a number of DCs
managed by 3PLs in certain international locations.
Reportable Operating Segments and Geographic Areas
Our six reportable operating segments include the five strategic
business units responsible for the worldwide operations of the
wholesale divisions of our brands (UGG, HOKA, Teva, Sanuk, and
Other brands), plus our DTC
business (reportable operating segments).
UGG Wholesale.
We sell our UGG brand products primarily through fashion lifestyle
retailers such as Urban Outfitters, domestic higher-end department
stores such as Nordstrom, Dillard’s, and Macy’s, streetwear and
sports style partners, such as Footlocker and Journey’s, and online
retailers, such as Amazon.com, Zappos.com, and Zalando.com. As the
retail marketplace continues to evolve to reflect changing consumer
preferences, we continually review and evaluate our UGG wholesale
distribution and product segmentation approach. For example, as the
UGG brand continues to amplify its audience with younger consumers,
our distribution to these consumers is expanding faster through our
lifestyle and sports style partners.
HOKA Wholesale.
We sell select HOKA brand footwear primarily through full-service
domestic specialty retailers such as Fleet Feet and Road Runner
Sports, outdoor retailers, such as REI, select online retailers
such as Zappos.com, other strategic partners, such as DICK’s
Sporting Goods and Running Warehouse, streetwear and sports style
partners, such as Footlocker, and higher-end department stores,
such as Nordstrom. We continue to expand our HOKA brand wholesale
distribution in international markets, including through strategic
partners such as Intersport and Sport 2000 in Europe and Xebio
Group and Himaraya in Japan.
Teva Wholesale.
We sell our Teva brand footwear primarily through outdoor
retailers, such as REI, fashion lifestyle retailers, such as Urban
Outfitters, other strategic partners, such as DICK’s Sporting
Goods, large national retail chains, such as Famous Footwear and
DSW, higher-end department stores such as Nordstrom, and online
retailers such as Amazon.com and Zappos.com. We continue to expand
our Teva brand wholesale distribution in international markets,
including through strategic partners such as United Arrows and ABC
Mart in Japan.
Sanuk Wholesale.
We sell our Sanuk brand footwear primarily through domestic sports
style partners, such as Journey’s, higher-end department stores,
such as Dillard’s, larger national retail chains, such as DSW, and
online retailers such as Amazon.com and Zappos.com.
Other Brands Wholesale.
Other brands is primarily made up of the Koolaburra brand. We sell
our Koolaburra brand footwear primarily through larger national
retail chains, including Kohl’s, DSW, Shoe Carnival, and Famous
Footwear, certain higher-end department stores, such as Macy’s, and
online retailers such as Amazon.com and Zappos.com.
Direct-to-Consumer.
Our DTC business is comprised of our e-commerce business, which we
operate through various websites and platforms, and retail stores.
Our websites and retail stores are largely intertwined and
interdependent. In an omni-channel marketplace, we believe many of
our consumers interact with both our retail stores and our websites
before making purchasing decisions. For example, consumers may feel
or try on products in our retail stores and then place an order
online later. Conversely, they may initially research products
online, and then view inventory availability by store location and
make a purchase in store. We have observed a meaningful shift in
the way consumers shop for products and make purchasing decisions,
evidenced by decreases in consumer retail store activity as
consumers accelerate their migration to online shopping. We have
optimized our digital marketing strategy to capitalize on these
trends, which has accelerated global online consumer acquisition
and retention rates. Although we continue to see consumers migrate
to online shopping, our DTC online and retail sales channels
interact with each other and largely overlap to provide a fluid
purchasing experience, which engenders brand loyalty while
increasing product sales and improving our inventory productivity.
Further, our domestic and international consumer loyalty programs
allow our consumers to earn points and awards across the DTC
business, which has contributed to higher brand
demand.
Our retail stores enable us to expose consumers to a more curated
selection of products, directly impact our consumers’ experience
with our brands, and sell our products at retail prices thereby
generating larger gross profit as a percentage of net sales (gross
margin). Our Company-owned mono branded retail stores are
predominantly UGG brand concept stores and UGG brand outlet stores,
as well as new openings of HOKA brand retail stores. Through our
outlet stores, we sell some of our discontinued styles from prior
seasons, full price in-line products, as well as products made
specifically for the outlet stores. We continue to open outlet
stores in key markets to further grow our brand presence and appeal
to a broader consumer base. We also have several UGG brand flagship
stores and a HOKA brand flagship store, which are Company-owned
premium mono branded concept stores in key markets designed to
showcase the UGG and HOKA brand products.
As of March 31, 2023, we operate our e-commerce business through
Company-owned websites and mobile platforms in
57
different countries and have a total of
164
global retail stores (including 18 HOKA brand retail stores), which
includes
81
concept stores and 83
outlet stores.
Refer to Part II, Item 7, “Management's Discussion and
Analysis of Financial Condition and Results of Operations,” within
this Annual Report for further disclosure and discussion of our DTC
business.
Refer to Note 12, "Reportable Operating Segments," of our
consolidated financial statements in Part IV within this Annual
Report for further information regarding our reportable operating
segments. Additionally, refer to Note 13, "Concentration of
Business," of our consolidated financial statements in Part IV
within this Annual Report for further information about geographic
areas and concentration of related business risks.
Product Design and Development
The design and development functions for all of our brands are
performed by a combination of internal design and development staff
and outside freelance designers. Our design and development staff
work closely with brand management to develop new styles and
product lines. Throughout the development process, we have multiple
design and development reviews, which we then coordinate with our
independent manufacturers. To ensure quality, consistency, and
efficiency in our product design and development process, we
continually evaluate the availability and cost of raw materials,
the capabilities and capacity of our independent manufacturers, and
the target retail price of new products.
Manufacturing and Supply Chain
We outsource the production of our products to independent
manufacturers, which are primarily located in Asia. We generally
purchase products from our manufacturers on the basis of individual
purchase orders or short-term purchase commitments, rather than
maintaining long-term purchase commitments, which provides us
greater flexibility to adapt to changing consumer preferences,
changes in international trade relations, and evolving inventory
management requirements. Production by our independent
manufacturers is performed in accordance
with our detailed product specifications and rigorous quality
control and operating compliance standards. We maintain a buying
office in Hong Kong, as well as on-site supervisory offices in
China and Vietnam, which collectively serve as a strong link to our
independent manufacturers. We believe our substantial regional
presence enhances our manufacturing processes by providing
predictability of material availability and ensuring compliance
with laws and regulations, and adherence to quality control
standards and final design specifications.
The majority of the materials and components used in the production
of our products by these independent manufacturers are purchased
from independent suppliers that we designate. At our direction, our
manufacturers purchase the majority of the sheepskin used in our
products from two tanneries in China, which source their sheepskin
primarily from Australia and the United Kingdom (UK). We maintain
routine communication with the tanneries to closely monitor the
supply of high-quality sheepskin for our projected UGG brand
production. To ensure an adequate supply of sheepskin, we forecast
our expected usage in advance at a forward price. We also enter
into fixed purchasing contracts and other pricing arrangements with
certain suppliers of sheepskin, wool (primarily for UGGpure,
further discussed below), leather, and sugarcane derived ethylene
vinyl acetate (EVA) to manage price volatility. We believe current
supplies are sufficient to meet our current and anticipated demand,
but we continually monitor our supply chain and investigate options
to accommodate our expected growth, as well as unexpected supply
chain issues. Refer to Part II, Item 7, “Management's
Discussion and Analysis of Financial Condition and Results of
Operations,” and Note 7, "Commitments and Contingencies," of our
consolidated financial statements in Part IV within this Annual
Report for further information on our minimum purchase
commitments.
We use a proprietary material, UGGpure, which is almost entirely
repurposed wool woven into a durable backing, and UGGplush, which
is almost entirely repurposed wool and lyocell woven into a durable
backing, in some of our UGG brand products. In an effort to
eliminate waste as part of our corporate sustainability efforts, at
this time, all of the wool in UGGpure and UGGplush is sheared from
the sheepskin we are already using in our products. In addition, we
are continuing to drive our strategy of introducing
counter-seasonal products through category expansion, including the
UGG brand’s spring and summer products, as well as the year-round
performance footwear product offering of the HOKA brand, which we
believe will further reduce our dependence on
sheepskin.
Excluding sheepskin, UGGpure, UGGplush, and sugarcane derived resin
or EVA, we believe that substantially all raw materials and
components used to manufacture our products, including wool,
rubber, leather, and nylon webbing, are generally available from
multiple sources at competitive prices.
We require our independent manufacturers and designated suppliers,
including our partners and licensees, to adopt our Ethical Supply
Chain Supplier Code of Conduct, which specifies that they must
comply with all local laws and regulations governing human rights,
working conditions, anti-corruption laws, restricted substances,
and environmental compliance, including animal welfare and conflict
minerals, before we are willing to conduct business with them.
Refer to the “Environmental, Social, and Governance” section below
for further information.
Inventory Management and Product Returns
We have an extended design and manufacturing process, which
involves the initial design of our products, the purchase of raw
and other materials, the accumulation of inventories, the
subsequent sale of the inventories, and the collection of the
resulting accounts receivable. This production cycle results in
significant liquidity requirements and working capital fluctuations
throughout our fiscal year. Because our production cycle typically
involves long lead times, which requires us to make manufacturing
decisions several months in advance of an anticipated purchasing
decision by the customer, it is challenging for us to estimate and
manage our inventory and working capital requirements.
We seek to manage our inventory levels by considering existing
customer orders, forecasted sales and budgets for both our
wholesale and DTC channels, and the delivery requirements of our
customers. Our systems and processes are designed to improve our
product forecasting, inventory control and supply chain management
capabilities and we are making investments in a new end-to-end
planning system to further support our scaling business, including
our e-commerce business. In addition, added discipline around SKU
productivity, product purchasing decisions, the reduction of
production lead times, and the sale of excess inventory through our
liquidation channels, are key areas of focus that we expect will
further enhance inventory performance.
Our general practice, and the general practice in our industry, is
to offer customers in our wholesale channel the right to return
defective or improperly shipped merchandise, and to accept returns
from our consumers in the DTC channel between 30 to 90 days from
the point of sale for cash or credit.
We encourage our customers to place a significant portion of orders
as pre-season orders, which are typically placed up to 12 months
prior to the anticipated shipment date, as well as in-season
fill-in orders that can be shipped immediately. We work with our
customers through pre-season programs to enable us to better plan
our production schedule, inventory, and shipping
requirements.
Similar to other companies in our industry, we continue to monitor
pressures on the global supply chain, which have shifted the timing
of shipments across our brands compared to the fiscal year ended
March 31, 2022 (the prior period). However, we have seen
improvements in transit lead times and related freight costs,
compared to the prior period. Refer to Part I, Item 1A, “Risk
Factors,” within this Annual Report for further information on the
impacts on our business of supply chain disruptions and the
associated risks. Refer to Part II, Item 7, “Management's
Discussion and Analysis of Financial Condition and Results of
Operations,” within this Annual Report under the sections entitled
“Trends and Uncertainties Impacting Our Business and Industry,”
“Liquidity,” and “Contractual Obligations” for further information
on the impact of supply chain disruptions on our results of
operations, our working capital and operating requirements, as well
as our purchase obligations for product, respectively.
Environmental, Social, and Governance (ESG)
As a global leader in designing, marketing, and distributing
innovative footwear, apparel, and accessories, our worldwide reach
and impact is significant. We believe consumers are increasingly
buying brands that deliver quality products while striving for
minimal environmental impact by employing sustainable business
practices. Our sustainability policies and strategies are informed
by our ongoing efforts with multi-stakeholder initiatives, which
involve our stockholders, employees, suppliers, and customers, as
well as other brands and non-governmental organizations. Through
our holistic ESG program, which has been in existence since 2010,
we are committed to advancing our sustainable business initiatives.
As a result of our efforts, we have been recognized by Investor’s
Business Daily as one of the Best ESG Companies, by Sustainalytics
as one of the Top-Rated ESG Companies, by Newsweek as one of
America’s Most Responsible Companies, and included on the Bloomberg
Gender Equality Index during fiscal year 2023.
ESG Oversight.
Our Board of Directors, through its Corporate Responsibility,
Sustainability & Governance Committee (Corporate Governance
Committee), which is comprised of four independent directors. Our
Board of Directors oversees our ESG strategy and has ultimate
oversight over all sustainability initiatives, strategies, and
programs, including economic, social, and environmental risks. The
Corporate Governance Committee and Board of Directors regularly
receive updates on the status of our ESG program. In addition, the
Audit & Risk Management Committee (Audit Committee) of the
Board periodically assesses risk management, including
climate-related risks and policies to ensure a consistent corporate
strategy. The Board of Directors considers whether the ESG program
adequately identifies material risks in a timely fashion,
implements appropriate responsive risk management strategies, and
transmits necessary information with respect to material risks
within the organization. Our Chief Administrative Officer (CAO) is
responsible for the day-to-day management of our ESG program. The
program’s execution is driven by our leadership team and various
cross-functional teams including our ethical sourcing, facilities,
DCs, brands, innovation, materials, and supply chain
teams.
Our ESG program aligns our internal teams with our Sustainable
Development Goals (SDGs), detailed below, and establishes policies
to encourage our partners and suppliers to employ sustainable
business practices. We annually assess risks related to ESG issues
as part of our overall enterprise risk management approach. In
addition, our internal audit team provides periodic targeted
reviews of our ESG-related policies and procedures to the Audit
Committee.
ESG Education.
During fiscal year 2023, our Corporate Governance Committee,
together with our CAO, enrolled in the Diligent ESG and Climate
Leadership Certificate Program. Additionally, as set forth in our
Corporate Governance Guidelines, our Board of Directors is required
to complete annual training on our Code of Ethics. Together, we
believe these efforts further evidence our ongoing commitment to
sustainable business practices and strong ESG
performance.
ESG Performance Metrics.
Our pay-for-performance philosophy demands that we offer
performance-based compensation that is directly linked to factors
that the Talent & Compensation Committee of our Board of
Directors believes will lead to the creation of stockholder value.
During fiscal year 2023, for our executive leadership team, our
annual cash incentive award program included a 10% modifier tied to
specific ESG initiatives.
Stakeholder Engagement.
We highly value stakeholder input and have consistently
demonstrated our commitment to maintaining open and interactive
dialogue on ESG matters with our stakeholders, including
non-governmental organizations, employees, stockholders, suppliers,
industry groups, communities, and governments, to ensure their
views are actively considered in executing our ESG program. Our
stakeholder outreach program is led by a cross-functional team that
includes members of our investor relations, compliance,
sustainability, diversity, equity, and inclusion (DEI), and legal
teams. Additionally, we actively engage with our employees to
obtain valuable feedback and track progress, including through
regular employee engagement surveys.
Sustainable Development Goals.
Achieving measurable sustainability success is critical to our
future economic and business growth, and we work to establish SDGs
that we believe are the most relevant to our business, our
operations, our stockholders, and the communities in which we
operate. We are a member of the United Nations Global Compact
(UNGC), the world’s largest voluntary corporate sustainability
initiative. This membership requires an annual statement of
progress, which is reflected in our Corporate Responsibility and
Sustainability Report (Creating Change Report). Our CAO identifies
specific SDGs established by the UNGC, which we adopt to guide our
ESG strategy.
The following is a brief overview of our SDGs and related
achievements during fiscal year 2023:
Environment Indicators
Many of our facilities were designed with sustainability in mind.
Our corporate headquarters and our Moreno Valley, California, DC
are Leadership in Energy and Environmental Design (LEED)-certified
silver and our first Mooresville, Indiana, DC is LEED-certified
gold. To further our commitment to monitoring the environmental
performance of our supply chain partners, in fiscal year 2023 we
began utilizing the HIGG Facility Environmental Module, a
sustainability assessment tool used by our factory partners to
collect detailed and standardized information about a partner’s
waste, water, and energy consumption and identify and prioritize
opportunities for sustainability performance
improvements.
•Materials.
We strive to maximize the amount of environmentally preferred
materials (which we define as recycled, renewable, regenerated, and
natural materials) in our products. Where possible, we utilize
third-party certifications to assess our environmentally preferred
materials, such as the Leather Working Group, Forest Stewardship
Council, Responsible Wool Standard, and the Global Recycling
Standard. During fiscal year 2023, we sourced all of our leather
supplies used in our footwear from Leather Working Group-certified
tanneries, which promote sustainable and environmentally friendly
business practices within the leather industry. We also continue to
utilize our third-party, science-based Lifecycle Assessment (LCA)
tool to guide our brands toward leveraging preferred
materials.
During fiscal year 2023, all wool used in our footwear products was
sourced from preferred sources, including Responsible Wool Standard
certified or upcycled from certain sheepskin product. We require
our supply chain partners to comply with our Ethical Sourcing and
Animal Welfare Policy and have amplified our requirements for
leathers sourced from South America by implementing detailed
traceability standards to address deforestation. In addition, we do
not believe in the exploitation or killing of animals solely for
the purpose of their fur. Our strict policy requires that we only
use hides that are the byproduct of the meat industry and, in
fiscal year 2023, we continued our evolution moving away from
virgin wool by transitioning from UGGpure in support of UGGplush
which utilizes TENCEL™ Lyocell rather than virgin
wool.
Additionally, our brands continue to seek more preferred sources
(either recycled or sugarcane) of EVA, and, during fiscal year
2023, we saw a significant increase in the use of preferred sources
of EVA, largely influenced by the UGG brand’s decision to
transition away from petroleum-based ethylene to sugarcane-based
ethylene in certain high volume, classic silhouette
styles.
•Waste.
We aim to sustainably reduce waste generated at our facilities and
partner facilities through reduction, recycling, and reuse. Our DCs
in Moreno Valley, California, and Mooresville, Indiana, have
undertaken efforts to become zero-waste facilities by calendar year
2023. Further, we have taken steps to remove most single-use
plastic from our packaging at our corporate headquarters, strive to
use minimal plastic in our product packaging, and have eliminated
single-use plastic bags from our retail stores. We have also
implemented tracking programs with the majority of our
manufacturing partners to monitor waste generation and waste
diversion methods, and we continue to monitor and engage with our
supplier partners through our ongoing LCA outreach
efforts.
•Water.
We strive to mitigate water scarcity in the countries in which we
operate by reducing water consumption and improving water quality
throughout our operations. We monitor certain manufacturing and
supply chain partners and have set water use reduction targets for
each of them. We expect our partners to adhere to the highest
standards of water efficiency and discharge.
•Chemistry.
We seek to achieve environmentally sound management of chemicals
and reduce the discharge of hazardous substances among our key
business partners. Since fiscal year 2021, our Restricted
Substances team manages and controls over 1,600 restricted
substances and continues to explore cleaner chemistries where
possible.
•Climate
and Clean Energy.
We aim to reduce energy consumption and carbon emissions throughout
our operations. We set ambitious Scope 1, 2, and 3 carbon reduction
targets filed with and approved by the Science-Based Targets
initiative, which provides guidance to companies to set targets in
line with the latest climate science. We have also engaged a
third-party expert, Carbon Trust, to oversee our carbon accounting,
and have collaborated with them to establish our carbon reduction
targets. We are founders of the Savory Institute's Land to Market
program, working to protect and reverse environmental degradation
through regenerative farming practices. During fiscal year 2023, we
established a long-term grant with Savory Institute to support
regenerative farming practices on sheep farms in Australia,
influencing over 300,000 acres and 80 farms.
Our brands are committed to sustainable business practices, embrace
our sustainability targets, and work to launch sustainable
collections. For example, the UGG brand’s Classic Mini Regenerate
and Tasman Regenerate are crafted with raw materials from ranches
that practice regenerative agriculture, a conservation and
rehabilitation approach focused on topsoil regeneration,
encouraging wildlife diversity, and supporting carbon capture in
the ground. UGG also offers a consumer-facing repair service,
UGGrenew, to extend the life of Classic Boots. The HOKA brand
continues to focus on integrating more environmentally preferred
materials in its footwear and apparel collections. Teva continues
to work with TerraCycle® to give well-worn Teva sandals new life as
downcycled materials. The Sanuk brand’s Veg Out Collection features
100% plant-based sneakers crafted using plant-based and recycled
materials.
Social Indicators
•Gender
Equality and Quality Education.
We are committed to accelerating our DEI efforts to make a
meaningful difference for our employees, our customers, and the
communities in which we operate. During fiscal year 2023, we once
again appeared on the Bloomberg Gender-Equality Index, which helps
bring transparency to gender-related practices and policies at
publicly-listed companies around the world. In addition to our own
corporate DEI efforts, we promote gender equality and quality
education at our supply chain partners through our partnership with
the Business for Social Responsibility’s HERproject, which
positively impacts the well-being of women through workplace-based
education and training to promote health, gender equality and
financial inclusion. We also partner with Better Work to provide
anti-harassment training to key supply chain partners and the
International Labour Organization (ILO) training program covering
topics such as international labour standards, social protection,
social dialogue, innovation, gender equality and diversity,
sustainable development, and the future of work. Our current goal
is to empower 100,000 women through workplace-based education and
training. Since setting our target in fiscal year 2020, we have
empowered approximately 87,000 women through our engagement efforts
and working with valued third-party programs, including HERproject,
Better Work and the ILO. Further, each of our brands has committed
to represent Black, Indigenous, and people of color (BIPOC),
Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, and Allies
(LGBTQIA+), and diverse body types and abilities in their marketing
campaigns.
•Human
Rights.
We are committed to operating responsibly in the communities in
which we operate, including encouraging industry leading human
rights practices within our supply chain. We have established
robust criteria in our Ethical Supply Chain Supplier Code of
Conduct (Supplier Code of Conduct), based on ILO standards, which
outlines our expectations for our partners on various topics
including child labor, forced labor, slavery and human trafficking,
harassment, discrimination, health and safety, compensation,
working hours, freedom of association, and environment. Topics
covered in our Supplier Code of Conduct, health and safety ratings,
and environmental performance are included in our performance
scorecards for our business partners, which are regularly reviewed
by our leadership team. Partners who underperform are placed on
corrective action plans and monitored more frequently. We are
members of the Transparency Pledge to promote a standard for supply
chain disclosure in the garment and footwear industry. We publish a
list that includes all of our Tier 1 and Tier 2 supply chain
partners and ensure it is regularly updated to include key details
like number of employees at each site, location, and types of
products made. We are also members of The Social & Labor
Convergence Program, a multi-stakeholder initiative whose goal is
to increase the effectiveness of factory audits.
Our annual Creating Change Report for the year ended March 31,
2023, which will be published under the “Responsibility” tab of our
website located at
www.deckers.com,
will provide more information regarding our fiscal year 2023 ESG
achievements with a focus on the SDGs discussed above. We
believe the progress of our corporate responsibility efforts
is served by disclosing goals and relevant metrics
and, to that end, we have aligned the reporting standards
included in our Creating Change Report with the Financial Stability
Board’s Task Force on Climate-Related Financial
Disclosures (commonly referred to as TCFD), Global Reporting
Initiative’s (commonly referred to as GRI) Core Standards, and
Sustainability Accounting Standards Board’s (commonly referred to
as SASB), and now part of the International Finance Reporting
Standard (or IFRS) Foundation Consumer Goods Sector Apparel,
Accessories and Footwear Index. The content of our website,
including our Creating Change Report, is not incorporated
by reference into this Annual Report or in any other report or
document we file with the SEC.
Human Capital - Our People and Our Culture
Employees.
As of March 31, 2023, we employ approximately 4,200 employees (an
increase of 11.2% compared to the prior period) in North America,
Europe, and Asia. This includes approximately 1,500 employees in
our retail stores worldwide, which excludes temporary and seasonal
employees.
Culture.
We strive
to positively impact the world by uniting purposeful brands with
diverse people driven to succeed and create change.
Our key values, which guide our journey onward together to improve
our business and create a better world around it, help hold us
accountable to deliver on this purpose:
• Come
as you are.
Authentic employees create an authentic company.
• Better
together.
The power of independent spirit, united for a common
goal.
• Commit
to create.
Curiosity fuels creativity, which in turn fuels
innovation.
• Own
it.
We set high targets and hit them and take accountability when we
don’t.
• Do
good and do great.
We act with integrity and humility and respect each other and our
communities to drive a sustainable business.
Our values define our Company and serve as the driving force behind
how we work together and work with customers, consumers, partners,
suppliers, and communities. We also have detailed ethics and
compliance policies that support our commitment to ethical behavior
and legal compliance across our Company. Through our open-door
policy and culture, employees are encouraged to approach their
managers if they believe violations of standards or policies have
occurred and are also able to make confidential and anonymous
reports using a 24/7 online or telephone hotline hosted by an
independent third-party provider.
At Deckers, we believe our culture makes us unique. We regularly
conduct employee surveys to understand our employee’s experiences
on a variety of topics focused on employee engagement. Our latest
survey completed in February 2023 had a participation rate of 88%.
Of those employees who completed the survey, 87% noted they were
proud to work for Deckers.
Promoting Diversity, Equity, and Inclusion.
We promote DEI and believe that creating a diverse and inclusive
workplace is critical to ensuring all of our employees can come as
they are and bring their authentic selves to work each day. We
believe the inclusion of diverse perspectives, and amplifying
voices of underrepresented communities brings a unique set of
experiences, opinions, and thoughts on critical issues that help
enhance our business and drive better outcomes. To that end, as of
March 31, 2023, our Board of Directors is comprised of a total of
ten directors, 60% of whom are from underrepresented communities.
Further, as of March 31, 2023, over 24% of our director-level and
above employees in the US are from BIPOC communities, which
represents an increase of over 3% compared to fiscal year 2022 and
an overall increase of more than 12% since fiscal year 2020.
Further, during fiscal year 2023, 45% of all new hires reporting
into the US corporate office and call center were from BIPOC
communities. At Deckers, we strive to have gender parity in
leadership positions and our Board of Directors. As of March 31,
2023, over 49% of our director-level and above employees are female
and 40% of the members of our Board of Directors are
female.
.
Our Code of Ethics, on which we train our employees biennially, as
well as our annual Creating Change Report, codifies these values
and our commitment to DEI. We have a robust collection of programs
designed to support creating a more inclusive workplace, as well as
policies and practices aimed at increasing diversity. We have
implemented a comprehensive, global strategy for DEI, including the
following:
•Our
brands have committed to having at least 60% of individuals in our
marketing campaigns represent the BIPOC and LGBTQIA+ communities
and diverse body types and abilities.
•We
have created a framework for the creation of Employee Resource
Groups (ERGs), which are formed around common interests,
backgrounds, or characteristics, including gender, race, ethnicity,
and other affinities. We have ten ERGs as of March 31,
2023.
•We
have deployed mandatory annual anti-racism and implicit bias
training, as well as a suite of additional learning and development
resources available to employees, including
Inclusive Interviewing and Selection
for managers,
Disability Awareness & Inclusion,
and
Applying DEI Practices to Product Lifecycle,
among others aimed at increasing employee acumen about DEI-focused
topics.
•We
have a global mentorship program to help provide our existing
talent with networking and engagement opportunities.
Charitable Giving and Volunteering.
Our charitable contributions, product donations, and employee
volunteer efforts are an essential part of our culture. We annually
contribute to our local communities through monetary donations,
volunteer efforts, and in-kind donations. During fiscal year 2023,
we donated over $4,000 to various non-profit organizations around
the globe, primarily to organizations focused on DEI initiatives,
environmental impact mitigation, and community support. We also
continued our ‘Art of Kindness’ events, where employees volunteer
during a week-long event in our local communities multiple times
during the fiscal year. Our employees volunteered approximately
15,000 hours in fiscal year 2023. Our strategic giving and
community-engagement efforts continued to be aligned with our SDGs,
including DEI, the environment, uplifting youth, education, and
community support. We also encourage our employees to volunteer by
compensating each employee for up to 24 hours of volunteer time
each calendar year and offer incentives for payments to employees’
charity of choice when achieving 100 hours of volunteer time in a
calendar year.
Talent Development and Retention.
The ability to attract, develop and retain employees is critical to
our long-term success. We focus on our employees’ growth, creating
experiences that align with our strategic priorities and promote
inclusion, performance, connection, and opportunities for
development. For example, we offer a week fully dedicated to
employee learning, connection, and development across the globe
(Explore Week), a monthly global employee gathering dedicated to
peer sharing and learning about different parts of the organization
and careers in each space (Biz Breaks), and a global leadership
development program for new leaders (Trailblazers). Our leadership
team also mentors rising talent on a formal and informal basis,
which we believe accelerates the development and engagement of our
top performers, increases organizational learning, and improves
employee performance and retention. Further, our executive
leadership team and Board of Directors commits substantial time to
succession planning, evaluating the bench strength of our
leadership and supporting their career development while seeking to
improve organizational performance. We are proud to offer a wide
range of programs intended to support global employee development
and retention.
We have demonstrated a history of investing in our workforce by
offering competitive salaries and wages, and annual increases based
on merit, as well as annual cash bonus compensation, which is based
on Company and individual performance. We provide tuition
reimbursement for eligible US employees up to $5 thousand per
calendar year. Further, to foster a stronger sense of ownership and
align the interests of management with stockholders,
time-based restricted stock units and long-term incentive plan
performance stock units are granted to a substantial proportion of
our leadership team under our stock-based compensation programs. In
addition, employees across the US business have the opportunity to
purchase stock at a discounted price through our Employee Stock
Purchase Plan. Further, we engage an independent compensation
consultant, FW Cook, which provides us with information to evaluate
the effectiveness of our executive compensation program, including
competitive pay practices and trends in our industry, the design
and structure of our executive compensation program, as well as the
formulation of and benchmarking against our peers within our
industry.
Employee Wellness.
We strive to be one of the best places to work and recognize our
employees are at different stages of life and have specific
individual needs. We offer affordable, innovative, comprehensive,
and competitive benefits package that range from health insurance,
retirement plan, life insurance, disability, accident coverage,
paid time off, paid, and unpaid leave including parental leave,
mental health benefits, and other voluntary benefits such as health
savings accounts or our recently adopted solar and electric car
reimbursement program. We also provide resources to support our
many employees who work from home as part of our new flexible work
model, including equipment and furniture for their home office
setup and workshops and tools for leading remote
teams.
Employee Health and Safety.
The health and safety of our employees is our highest priority. We
have comprehensive safety training programs to help ensure our
employees know how to do their jobs safely and in compliance with
laws and regulations. We prioritize the safety of our facilities
and work to ensure they are modern and efficient.
Seasonality
Our business is seasonal, with the highest percentage of UGG and
Koolaburra brand net sales occurring in the quarters ending
September 30th and December 31st and the highest percentage of Teva
and Sanuk brand net sales occurring in the quarters ending March
31st and June 30th. Net sales for the HOKA brand occur more evenly
throughout the year, reflecting the brand's year-round performance
product offerings. Due to the magnitude of the UGG brand relative
to our other brands, our aggregate net sales in the quarters ending
September 30th and December 31st have historically significantly
exceeded our aggregate net sales in the quarters ending March 31st
and June 30th. However, as we continue to take steps to
diversify and expand our product offerings by creating more
year-round styles, and as net sales of the HOKA brand continue to
increase as a percentage of our aggregate net sales, we have seen
and expect to continue to see the impact from seasonality decrease
over time. However, our seasonality has been impacted by supply
chain challenges and it is unclear whether these impacts will be
minimized or exaggerated in future periods as a result of these
disruptions.
Refer to Part I, Item 1A, “Risk Factors,” and Part II, Item 7,
“Management's Discussion and Analysis of Financial Condition and
Results of Operations,” within this Annual Report for further
discussion of the impacts of seasonality and other factors that may
cause our actual results to differ materially from our
expectations.
Competition
The industry and markets in which we operate are highly
competitive. Our competitors include athletic and footwear
companies, branded apparel companies and retailers with their own
private labels. Although the industry is fragmented, many of our
competitors are larger and have substantially greater resources,
several of which compete directly with some of our products. In
addition, access to offshore manufacturing and the growth of
e-commerce has made it easier for new companies to enter the
markets in which we compete, further increasing competition in the
footwear, apparel, and accessories industry. In particular, and in
part due to the popularity of our UGG brand and HOKA brand
products, we face increasing competition from a significant number
of domestic and international competitors selling products designed
to compete directly or indirectly with our products. We believe our
ability to successfully compete depends on numerous factors,
including our ability to predict, assess, and respond quickly to
changing consumer tastes and preferences, produce appealing
products that meet expectations for product quality and technical
performance, maintain and enhance the image and strength of our
brands, price our products competitively, and weather the impacts
of supply chain disruptions, among others. In addition, we believe
our key customers face intense competition from other department
stores, sporting goods stores, retail specialty stores, and online
retailers, among others, which could negatively impact the
financial stability of their businesses and their ability to
conduct business with us.
Refer to Part I, Item 1A, “Risk Factors,” within this Annual Report
for further discussion of the potential impact of competition on
our business and results of operations.
Patents and Trademarks
We utilize trademarks for virtually all of our products and believe
having distinctive marks that are readily identifiable is an
important factor in creating a market for our products, promoting
our brands, and distinguishing our products from the products of
others. We currently hold trademark registrations for “UGG,”
“Teva,” “Sanuk,” “HOKA,” “Koolaburra by UGG,” “UGGpure,” and other
marks in the US, and for certain of the marks in many other
countries, including Canada, China, the UK, various countries in
the European Union (EU), Japan, and Korea. As of March 31, 2023, we
hold 190 designs and inventions with corresponding design or
utility patent registrations, plus 62 designs and inventions which
are currently pending registration. These patents expire at various
times. We regard our proprietary rights as valuable assets and
vigorously protect such rights against infringement by third
parties.
Government Regulation
Compliance with federal, state, and local environmental regulations
has not had, and it is not expected to have, any material effect on
our business, results of operations, financial condition, or
competitive position based on information and circumstances known
to us at this time.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, proxy statements and information
statements (and any amendments or supplements to the foregoing)
filed with or furnished to the SEC pursuant to Section 13(a) or
15(d) of the Exchange Act are available free of charge on our
website at
www.deckers.com.
Such documents and information are available as soon as reasonably
practicable after they are filed with or furnished to the SEC. We
also make the following material corporate governance and
responsibility documents available through our website: Audit &
Risk Management Committee Charter, Talent & Compensation
Committee Charter, Corporate Responsibility, Sustainability, &
Governance Committee Charter, Code of Ethics, Creating Change
Report, Accounting and Finance Code of Ethics, and Corporate
Governance Guidelines. The information contained on or accessed
through our website does not constitute part of this Annual Report,
and references to our website address within this Annual Report are
inactive textual references only.
Item 1A. Risk Factors
Our short and long-term success is subject to numerous risks and
uncertainties, many of which involve factors that are difficult to
predict or beyond our control. As a result, investing in our common
stock involves substantial risk. Before deciding to purchase, hold
or sell our common stock, stockholders and potential stockholders
should carefully consider the risks and uncertainties described
below, in addition to the other information contained in or
incorporated by reference into this Annual Report, as well as the
other information we file with the SEC. If any of these risks are
realized, our business, financial condition, results of operations,
and prospects could be materially and adversely affected. In that
case, the value of our common stock could decline, and stockholders
may lose all or part of their investment. Furthermore, additional
risks and uncertainties of which we are currently unaware, or which
we currently consider to be immaterial, could have a material
adverse effect on our business.
Certain statements made in this section constitute “forward-looking
statements,” which are subject to numerous risks and uncertainties
including those described in this section. Refer to the section
entitled “Cautionary Note Regarding Forward-Looking Statements”
within this Annual Report for additional information.
Risks Related to Our Business and Industry
The footwear, apparel, and accessories industry is subject to rapid
changes in consumer preferences, and if we do not accurately
anticipate and promptly respond to consumer demand and spending
patterns, including by successfully introducing new products, we
could lose sales, our relationships with customers could be harmed,
and our brand loyalty could be diminished.
The footwear, apparel, and accessories industry is subject to rapid
changes in consumer preferences and fashion tastes, which make it
difficult to anticipate demand for our products and forecast our
financial results. Our success is driven to some extent by brand
loyalty, and there can be no assurance that consumers will continue
to prefer our brands. Consumer demand for our products depends in
part on the continued strength of our brands, which in turn depends
on our ability to anticipate, understand, and promptly respond to
the rapidly changing preferences and fashion tastes, as well as
consumer spending patterns, with appealing merchandise. As our
brands and product offerings evolve, it is necessary for our
products to appeal to an even broader range of consumers whose
preferences cannot be predicted with certainty. Many of our
products, particularly from our UGG brand, include a fashion
element and could go out of style at any time. New footwear models
that we introduce may not be successful with consumers or our
brands may fall out of favor with consumers. If we are unable to
anticipate, identify, or react appropriately to changes in consumer
preferences, our revenues may decrease, our brands’ image may
suffer, our operating performance may decline, and we may not be
able to execute our growth plans. Even if we develop and
manufacture new footwear products that consumers find appealing,
the ultimate success of a new style may depend on our pricing, and
we may set the prices of new styles too high for the market to
bear.
Further, the value of our brands is largely based on evolving
consumer perceptions, including as a result of shifting ethical,
political or social standards, and concerns with respect to factors
such as product quality, product design, technical performance,
product components or materials, including the sustainability of
products or materials, or customer service, could result in
negative perceptions and a corresponding loss of brand loyalty and
value. These concerns may be exacerbated by legislation restricting
our ability to use certain materials in our products, as well as
negative publicity regarding us or our products, brands, marketing
campaigns, partners, or celebrity endorsers, which could adversely
affect our reputation and sales regardless of the accuracy of such
claims. Social media and digital marketing campaigns, which
accelerates the dissemination of information, can increase the
challenges of containing any such negative claims. If consumers
begin to have negative perceptions of our brands, whether or not
warranted, our brand image would become tarnished and our products
would become less desirable, which could have a material adverse
effect on our business.
Failure to gain market acceptance for new products could impede our
ability to maintain or grow current revenue levels, reduce profits,
adversely affect the image of our brands, erode our competitive
position, and result in long-term harm to our business and
financial results.
Changes in economic conditions may adversely affect our financial
condition and results of operations.
Volatile economic conditions and general changes in the market have
affected, and will likely continue to affect, consumer spending
generally and the buying habits and preferences of consumers. A
significant portion of the products we sell, especially those sold
under the UGG and HOKA brands, are premium retail products. The
purchase of these products by consumers is largely discretionary
and is therefore highly dependent upon the level of consumer
confidence and discretionary spending, particularly among affluent
consumers. Sales of these products may be adversely affected by
factors such as worsening economic conditions, consumer confidence
in future economic conditions, changes to fuel and other energy
costs, labor, and healthcare costs, declines in income or asset
values, and increases in consumer debt levels, inflation and
interest rates, and unemployment rates. Uncertainty in global
economic conditions continues, particularly in light of an
anticipated economic downturn, causing unpredictability in consumer
discretionary spending trends. During an actual or perceived
economic downturn, fewer consumers may shop for our products, and
those who do may limit the amount of their purchases or substitute
less costly products for our products. As a result, we could be
required to reduce the price we can charge for our products or
increase our marketing and promotional expenses to generate
additional demand for our products. In either case, these changes
could reduce our sales and profitability, which could have a
material adverse effect on our financial condition and results of
operations.
We sell a large portion of our products through higher-end
specialty and department store retailers, as well as through online
marketplaces such as Amazon.com. The businesses of these customers
may be affected by factors
such as changes in economic conditions, recent failures in the US
banking system, reduced consumer demand for premium products,
decreases in available credit, and increased competition. If our
customers face financial difficulties, it could have an adverse
effect on our estimated allowances and reserves, and potentially
result in us losing key customers.
We face intense competition from both established companies and
newer entrants into the market, and our failure to compete
effectively could cause our market share to decline, which could
harm our reputation and have a material adverse effect on our
financial condition and results of operations.
The footwear, apparel, and accessories industry is highly
competitive and subject to changing consumer preferences and
tastes. Our inability to compete effectively could cause our market
share to decline, which could harm our reputation and have a
material adverse effect on our financial condition and results of
operations. Our competitors include both established companies and
newer entrants into the market. In particular, we believe that, as
a result of the growth of the UGG and HOKA brands, certain
competitors have entered the marketplace specifically in response
to the success of our brands, and other competitors may do so in
the future. A number of our larger competitors have significantly
greater financial, technological, engineering, manufacturing,
marketing, and distribution resources than we do, as well as
greater brand awareness in the footwear, apparel, and accessories
markets among consumers. Further, these competitors may have
relationships with our key retail customers that are potentially
more important to those customers because of the significantly
larger volume and product mix that our competitors sell to them.
Our competitors’ greater resources and capabilities in these areas
may enable them to more effectively compete on the basis of price
and production, develop new products more quickly or with superior
technical capabilities, market their products and brands more
successfully, identify or influence consumer preferences, increase
their market share, withstand the effects of seasonality, and
manage periodic downturns in the footwear, apparel, and accessories
industry or in economic conditions generally. With respect to newer
entrants into the market, we believe that factors such as access to
offshore manufacturing and changes in technology will make it
easier and more cost effective for these companies to compete with
us.
As a result of the competitive environment in which we operate, we
have faced, and expect to continue to face, intense pricing
pressure. Efforts by our competitors to dispose of their excess
inventories may significantly reduce prices of competitive
products, which may put pressure on us to reduce the pricing of our
products to compete, or cause consumers to shift their purchasing
decisions away from our products entirely. We have also faced, and
expect to continue to face, intense pressure with respect to
competition for key customer accounts and distribution channels.
Further, we believe that our key customers face intense competition
from their competitors, which could negatively affect the financial
stability of their businesses and their ability to conduct business
with us.
If we are unsuccessful at managing product manufacturing decisions
to offset the inherent seasonality of our business, especially
given our evolving product offerings, we may be unable to
accurately forecast our inventory and working capital requirements,
which may have a material adverse effect on our financial condition
and results of operations.
Like other companies in our industry, we have an extended design
and manufacturing process, which involves the initial design of our
products, the purchase of raw and other materials, the accumulation
of inventories, the subsequent sale of the inventories, and the
collection of the resulting accounts receivable. This production
cycle requires us to incur significant expenses relating to the
design, manufacturing, and marketing of our products in advance of
the realization of revenue from the sale of our products, and
results in significant liquidity requirements and working capital
fluctuations throughout our fiscal year. Because this cycle
involves long lead times, which require us to make manufacturing
decisions months in advance of an anticipated purchasing decision
by the consumer, it is challenging to estimate and manage our
inventory and working capital requirements. This may be exacerbated
by supply chain disruptions that may drive higher inventory
procurement positions that could negatively affect our gross
margins resulting from a need to sell excess quantities though
close out channels. Further, once manufacturing decisions are made,
it is difficult for our management to predict and timely adjust
expenses, accurately forecast our financial results, and meet the
expectations of analysts and investors, in reaction to various
factors, including the following:
• the effects of unfavorable or unexpected
weather patterns on consumer spending and demand for our products,
as the sales of a majority of our UGG brand products are inherently
seasonal and the further effects of climate change may pronounce
these conditions;
• changes in consumer preferences, tastes,
discretionary spending, and prevailing fashion trends;
• market acceptance of our current products
and new products, and of competitive products;
• future sales demand from our
customers;
• the competitive environment, including
pricing pressure from reduced pricing of competitive products,
which may cause consumers to shift their purchasing decisions away
from our products;
• delays in resource or product availability
due to effects from the pandemic; and
• uncertain macroeconomic and political
conditions.
The evolution and expansion of our brands and product offerings has
made our inventory management activities more challenging. For
example, if we overestimate demand for any products or styles, we
may be forced to incur significant markdowns or sell excess
inventories at reduced prices, which would result in lower revenues
and reduced gross margin, and we may not be able to recover our
investment in the development of new styles and product lines. On
the other hand, if we underestimate demand, or if our independent
manufacturing facilities are unable to supply products in
sufficient quantities, we may experience inventory shortages that
may prevent us from fulfilling customer orders or result in us
delaying shipments to customers. If that occurred, we could lose
sales, our relationships with customers could be harmed, and our
brand loyalty could be diminished. In either event, these factors
could have a material adverse effect on our financial condition and
results of operations.
We rely upon a number of warehouse and distribution facilities to
operate our business, and any damage to one of these facilities, or
any disruptions caused by incorporating new facilities into our
operations, could have a material adverse effect on our
business.
We rely upon a broad network of warehouse and distribution
facilities to store, sort, package and distribute our products. In
the US, we distribute products primarily through self-managed US
DCs, including in Moreno Valley, California, and in Mooresville,
Indiana, which feature a complex warehouse management system that
enables us to efficiently pack products for direct shipment to our
customers. Further, as part of our strategy to expand our DCs in
the US, in February 2023, we began the build-out of a third US DC
located in Mooresville, Indiana, and expect it to be operational
during our next fiscal year ending March 31, 2024 (next fiscal
year). We expect our domestic DC expansion to create long-term
capacity for the domestic growth of the UGG and HOKA brands. We
could face a significant disruption in our domestic DC operations
if our warehouse management system does not perform as anticipated
or ceases to function for an extended period of time, which could
occur due to damage to the facility, failure of software or
equipment, cyber-security incidents, power outages or similar
problems. In addition, if our domestic DC operations and scaling
efforts are impeded or delayed for any reason, it could result in
shipment delays or the inability to deliver product at all, which
would result in lost sales, strain our relationships with
customers, and cause harm to our reputation, any of which could
have a material adverse effect on our business.
We depend on 3PLs to manage the operation of their DCs as necessary
to meet our business needs in certain markets. Internationally, we
distribute our products through DCs managed by 3PLs in certain
international locations. We also distribute our products through a
domestic 3PL located in Pennsylvania. If our 3PLs fail to manage
these responsibilities, our distribution operations could face
significant disruptions. The loss of or disruption to the
operations of any one or more of these facilities could materially
adversely affect our sales, business performance, and results of
operations. Although we believe we possess adequate insurance to
cover the potential effect of a disruption to the operations of
these facilities, such insurance may not be sufficient to cover all
of our potential losses and may not continue to be available to us
on acceptable terms, or at all.
We rely upon independent manufacturers for most of our production
needs, and the failure of these manufacturers to manage these
responsibilities would prevent us from filling customer orders,
which would result in loss of sales and harm our relationships with
customers.
We rely on independent manufacturers and their respective material
suppliers for most of our production needs, the majority of which
are located in China and Vietnam, and we do not have direct control
over these manufacturers or their suppliers. We expect these
manufacturers to finance the production of goods ordered, maintain
manufacturing capacity, comply with our policies, including our
Supplier Code of Conduct and restricted substances policy, and
store finished goods in a safe location pending shipment. If these
manufacturers fail to manage these responsibilities, or if they
experience significant disruption to their business, we may be
unable to ensure timely delivery of products, products may not be
delivered in sufficient quantities, or products may fail to meet
our quality standards. Further, because most of our independent
manufacturers are concentrated in Asia, we may be subject to an
increased risk of supply chain disruption, particularly in the
event of a natural disaster, epidemic, geopolitical tensions, or
other event affecting the region outside of our control. If any of
these were to occur, we may not be able to timely source raw and
other materials, manufacture product, or fill customer orders,
or
product delivered may not meet our quality standards, which would
result in lost sales and harm to our relationships with
customers.
We do not currently have long-term contracts with our independent
manufacturers, and there can be no assurance of a long-term,
uninterrupted supply of products from them. While we do have
long-standing relationships with most of these manufacturers, any
of them may unilaterally terminate their relationship with us at
any time, seek to increase the prices they charge, or extract other
concessions from us, and we may not be able to substitute
alternative manufacturers that are capable of providing products of
a comparable quality, in a sufficient quantity, at an acceptable
price, or on a timely basis. If we are required to find alternative
manufacturers, we could experience a delay in the manufacturing of
our products, increased manufacturing costs, as well as substantial
disruption to our business, any of which could negatively affect
our results of operations.
Interruptions in the supply of our products can also result from
adverse events that impair the operations of our manufacturers. For
example, we keep proprietary materials that are required for the
production of our products, such as shoe molds and other materials,
under the custody of our independent manufacturers. If these
independent manufacturers were to lose or damage these proprietary
materials, we cannot be assured that the manufacturers would have
adequate insurance to cover such loss or damage, and, in any event,
the replacement of such materials would likely result in
significant delays in the production of our products, which could
result in a loss of sales and earnings.
Our financial success is influenced by the success of our
customers, and the loss of a key customer could have a material
adverse effect on our financial condition and results of
operations.
Much of our financial success is directly related to the ability of
our retailer and distributor partners to successfully market and
sell our brands directly to consumers. If a partner fails to
satisfy contractual obligations or otherwise meet our expectations,
or experiences a closure or other operational issues, it may be
difficult to locate an acceptable substitute partner. If we
determine that it is necessary to make a change, we may experience
increased costs, loss of customers, or increased credit or
inventory risk. In addition, there is no guarantee that any
replacement partner will generate results that are more favorable
than the terminated party.
We currently do not have long-term contracts with our customers. As
a result, we face the risk that key customers may not increase
their business with us as we expect or may significantly decrease
their business with us or terminate our relationship. Although no
single customer accounted for 10.0% or more of our net sales during
fiscal year 2023, the failure to increase or maintain our sales
with our key customers as much as we anticipate would have a
negative effect on our growth prospects and any decrease or loss of
these customers’ business could result in a material decrease in
our net sales and net income or loss if we are unable to capture
these sales through our DTC channel. Further, as of March 31, 2023,
we have no customers that represent 10.0% of trade accounts
receivable, net. Trade accounts receivable, net are typically
unsecured and are thus subject to the increased risk of us being
unable to collect on overdue amounts, or us doing so in a timely
manner, which could affect our revenue and liquidity. Further,
while we have distributor contracts with terms of up to five years,
these contracts may have annual purchase minimums which must be met
to retain the distribution rights, and these distributors are not
otherwise obligated to purchase our products. Sales to our
customers are generally on an order-by-order basis and may be
cancelled or rescheduled by our customers. We rely on purchase
order delivery dates as a key factor to forecast our sales and
earnings for future periods, and if our customers postpone, reduce,
or discontinue purchases from us, we could fail to meet our
forecasted results. These risks have been exacerbated as key
customers operate within a retail industry that continues to
undergo significant structural changes fueled by technology,
changes in consumer purchasing behavior, a shrinking retail
footprint and recent changes in economic conditions, such as an
anticipated economic downturn and bank failures. These trends have
been further intensified by the pandemic. We may lose key customers
if they fail to manage the effect of this rapidly changing retail
environment. Any loss of one of these key customers, or a
significant reduction in purchases from one of these customers,
could result in a significant decline in sales, write-downs of
excess inventory, or increased discounts to our customers, any of
which could have a material adverse effect on our financial
condition or results of operations. Further, a key customer may
dispose of their excess inventories to consumers or unauthorized
sellers at significantly reduced prices, which may put pressure on
us to reduce our prices to compete, or cause consumers to shift
their purchasing decisions away from our authorized sellers
entirely.
We depend on qualified personnel and, if we are unable to retain or
hire executive officers, key employees, and skilled personnel, we
may not be able to achieve our strategic objectives and our results
of operations may suffer.
To execute our growth plan, we must continue to attract and retain
highly qualified personnel, including executive officers and key
employees. Further, to continue to develop new products and
successfully operate and grow our key business processes, it is
important for us to continue hiring and retaining personnel in
highly skilled footwear, apparel and accessories design, marketing,
merchandising, sourcing, technology, operations, including our DCs
and retail stores, and support functions. Competition for executive
officers, key employees, and skilled personnel is intense within
our industry and there continues to be upward pressure on the
compensation paid to these professionals. Changes to our current
and future office environments, adoption of new work models, and
our business requirements or expectations about when or how often
employees work either on-site or remotely may not meet the
expectations of our employees. As certain jobs and employers
increasingly operate remotely, traditional geographic competition
for talent may change in ways that cannot be fully predicted at
this time. If our employment proposition is not perceived as
favorable compared to other companies’ policies, it could
negatively affect our ability to attract, hire and retain our
employees. We are committed to offering competitive compensation
and benefits to employees across our business to positively affect
attrition, which affects our selling, general, and administrative
(SG&A) expenses. Many of the companies with which we compete
for experienced personnel have greater name recognition and
financial resources than we have. Further, our domestic
headquarters are located in Goleta, California, which is not
generally recognized as a prominent commercial center, and it is
difficult to attract qualified professionals due to our location.
If we hire employees from competitors or other companies, their
former employers may assert that we or these employees have
breached legal obligations, resulting in a diversion of our time
and resources. In addition, prospective and existing employees
often consider the value of the stock-based compensation they
receive in connection with their employment when deciding whether
to take a job. If the perceived value of our stock-based
compensation declines, or if the price of our stock experiences
significant volatility, it may adversely affect our ability to
recruit, retain and motivate qualified personnel and we may be
unable to execute our growth plan or achieve our long-term
strategic objectives, our results of operations may suffer, and it
may damage our reputation as a preferred employer, which would
challenge our ability to effectively compete across the global
labor market.
We believe that our culture has been and will continue to be a key
contributor to our success. If we do not maintain our culture and
core values over time, we may be unable to foster the passion,
creativity, teamwork, focus, and innovation that we believe have
contributed to the growth and success of our business. Any failure
to preserve our culture could negatively affect our ability to
recruit and retain personnel and to effectively focus on and pursue
our strategic objectives.
The continued service of our executive officers and key employees
is particularly important, and the hiring or departure of such
personnel may disrupt our business or result in the depletion of
significant institutional knowledge. Our executive officers and key
employees are generally employed on an at-will basis, which means
that they can terminate their employment with us at any time. The
loss of one or more of our executive officers or other key
employees or significant turnover in our senior management, and the
often-extensive process of identifying and hiring other personnel
to fill those key positions, could have a material adverse effect
on our business.
We use sheepskin to manufacture a significant portion of our
products, and if we are unable to obtain a sufficient quantity of
sheepskin at acceptable prices that meets our quality expectations,
or if there are legal or social impediments to our ability to use
sheepskin, it could have a material adverse effect on our
business.
We purchase certain raw materials that are affected by commodity
prices, the most significant of which is sheepskin. The supply of
sheepskin, which is used to manufacture a significant portion of
our UGG brand products, is in high demand and there are limited
suppliers that are able to provide the quantity and quality of
sheepskin that we require. In addition, our unique product design
and animal welfare standards require sheepskin that may be found
only in certain geographies. We presently rely on only two
tanneries in China to provide the majority of our sheepskin. If the
sheepskin provided by these tanneries and the resulting products we
produce do not conform to our quality or sustainability
specifications or fail to meet consumer expectations, we could
experience reduced demand for our products, a higher rate of
customer returns and negative effects on the image of our brands,
any of which could have a material adverse effect on our business.
Similarly, if these tanneries are not able to deliver sheepskin in
the quantities required, or were to cease operations, we may not be
able to timely obtain suitable substitute materials, which would
limit our ability to meet demand for our products, lead to
inventory shortages,
result in a loss of sales, strain our customer relationships, and
harm our reputation. In addition, any factors that negatively
affect the business of these tanneries, or the businesses of the
suppliers that warehouse their inventories, such as loss of
customers, financial instability, loss or destruction of property,
work stoppages, political instability, or acts of terrorism or
catastrophic events, could result in shortages in our supply of
sheepskin.
While we have experienced fairly stable pricing in recent years,
fluctuations in the price of sheepskin could occur as a result of
weather patterns, supply conditions, transportation costs, energy
prices, work stoppages, government regulation, sanctions and
policy, economic climates, market speculation, compliance with our
working condition, environmental protection and other standards,
harvesting decisions, incidence of disease, the price of other
commodities, such as wool and leather, the demand for our products
and the products of our competitors, and global economic
conditions. Any and all of these factors may be exacerbated by
global climate change. Any factors that increase the demand for, or
decrease the supply of, sheepskin could cause significant increases
in the price of sheepskin, which would increase our manufacturing
costs and reduce our gross margin. While we use purchasing
contracts and other pricing arrangements to reduce the effect of
sheepskin price fluctuations on our results of operations, these
strategies may not be sufficient to offset the negative effect of a
prolonged increase in such prices on our results of operations. In
that event, it is unlikely we would be able to adjust our product
prices sufficiently to eliminate the effect on our gross margin and
our financial results may suffer.
In addition, our industry is characterized by rapidly changing
fashion trends and consumer preferences, and we believe there is a
growing trend to eliminate the use of certain animal products, most
notably fur, in footwear, apparel, and accessories. For example,
the sale of fur is banned in certain US cities, and similar
legislation is being considered in other geographies. While the use
of leather and sheepskin has typically not been subject to these
restrictions, it is possible that future legislation could restrict
our ability to use sheepskin in the products we sell in certain
geographies. In addition, notwithstanding whether specific
legislation is passed, it is possible that consumer preferences may
change based on evolving ethical or social standards, such that our
products may potentially become less desirable to certain
consumers. Because sheepskin is used to manufacture a significant
portion of our UGG brand products, any legal or social impediments
to the sale of sheepskin products, especially within our large
target markets, could have a material adverse effect on our
business, financial condition, and results of
operations.
We rely on technical innovation, as well as increased use of
environmentally preferred materials, to compete in the market for
our products.
Our success relies in part on our continued innovation in both the
materials we use and the design of our footwear. We continue to
invest in research and development to drive our efforts to
increasingly incorporate environmentally preferred materials in our
products. For example, we continue to leverage our proprietary
UGGpure and UGGplush materials, which incorporate repurposed wool
to reduce our use of virgin wool. We also increasingly use
preferred synthetics, such as recycled polyester, recycled nylon,
recycled polyethylene, and bio-based ethylene, preferred
regenerated or synthetic cellulosic fibers, such as TENCEL™ Lyocell
and TENCEL™ Modal, and preferred plant fibers, such as cotton
sourced through responsible cotton schemes, hemp, linen, ramie, and
jute, as well as preferred wool, including UGGpure repurposed wool,
and the responsible-down certified standard. Although we continue
to invest in research and development to refine our materials and
develop new properties for specific applications, if we fail to
introduce technical innovation in our products or experience issues
with the quality of our products or materials, consumer demand for
our products could decline and we may experience reputational
damage. Further, as our brands transition to suppliers with
preferred materials, we may be subject to increased costs or supply
constraints, which could reduce our sales and profitability and
have a material adverse effect on our financial condition and
results of operations.
We may not succeed in implementing our growth strategies, including
through identifying new retail store locations that meet our
requirements, in which case we may not be able to take advantage of
certain market opportunities and may become less
competitive.
As part of our overall growth strategy, we are continually seeking
out opportunities to enhance the positioning of our brands,
diversify our product offerings, extend our brands into
complementary product categories and markets, expand
geographically, optimize our retail presence both in stores and
online, and improve our financial performance and operational
efficiency. Our future growth depends in part on our expansion
efforts outside of North America (international growth strategy).
For example, we have opened and continue to explore future retail
opportunities for the HOKA brand, including through third-party
partners in international markets. However, if we are unable to
identify new retail locations with consumer traffic sufficient to
support a profitable sales level, our retail growth may be limited.
Global store openings involve substantial investments, including
those relating to leasehold
improvements, furniture and fixtures, equipment, information
systems, inventory, and personnel. Successful operation of a retail
store depends, in part, on the overall ability of the retail
location to attract a consumer base sufficient to generate
profitable store sales volumes, and if we have insufficient sales
at a new store location, we may be unable to avoid losses or
negative cash flows. Furthermore, we license the right to operate
our brand retail stores to third parties through our partner retail
program. We currently plan for most of the partner retail stores to
be operated in international markets, with the largest number
anticipated to be in China. We provide training to support these
stores and set and monitor operational standards. However, the
quality of these store operations may decline due to the failure of
these third parties to operate the stores in a manner consistent
with our standards or our failure to adequately monitor these third
parties, which could result in reduced sales and cause our brand
image to suffer.
Additionally, we expanded our 3PL presence in Asia during fiscal
year 2023. As part of our international growth strategy, we may
transition certain brands in certain geographies from a third-party
distribution model to a direct distribution model or vice
versa.
Failure to effectively implement our growth strategies and develop
our business in new international markets, or disappointing growth
outside of existing markets, could negatively affect our revenues
and rate of growth and result in our business becoming less
competitive. In addition, taking steps to implement our growth
strategies could have a number of negative effects, including
increasing our working capital needs, causing us to incur costs
without any corresponding benefits, and diverting management time
and resources away from our existing business.
Natural disasters, the effects of climate change, health epidemics,
including the pandemic, and other events beyond our control, as
well as related regulations, have adversely affected, and could in
the future adversely affect, our business.
Natural disasters or other catastrophic events, including the
pandemic and the effects of climate change, may damage or disrupt
our operations, international markets, and the global economy. Our
operations are subject to interruption from extreme weather events,
power shortages, pandemics, terrorism, political instability,
telecommunications failure, cyber-attacks, war, and other events
beyond our control. Although we maintain disaster recovery plans,
such events could disrupt our operations or those of our
independent manufacturers, suppliers and customers, including
through the inability of personnel to work, destruction of
facilities, loss of life, and adverse effects on supply chains,
power, infrastructure and the integrity of information technology
(IT) systems, all of which could materially increase our costs and
expenses, delay or decrease sales and disrupt our ability to
maintain business continuity. We could incur significant costs to
improve the climate-related resiliency of our infrastructure and
otherwise prepare for, respond to, and mitigate the effects of
climate change. We could also experience increased costs for
energy, production, transportation, and raw and other materials,
which could adversely affect our operations. Our insurance may not
be sufficient to cover losses that we may sustain. A significant
natural disaster or other event that disrupts our operations or
those of our partners or customers could have a material adverse
effect on our business, results of operations and financial
condition.
These events could also adversely affect the supply of raw
materials, including sheepskin and leather, which are key resources
in the production of our products, disrupt the operation of our
supply chain and the productivity of our contract manufacturers,
increase our production costs, impose capacity restraints, and
affect the types of products that consumers purchase. It is
possible consumers increasingly adopt plant-based diets to minimize
their carbon footprint, which could reduce the supply of sheep for
the meat industry, and in turn, hinder our ability to source
sufficient sheepskin for our products. Further, health epidemics,
including the pandemic, may reduce demand for certain products,
deteriorate our ability, or the ability of our customers, to
operate in affected regions, and result in the failure of key
business partners to provide services for our efficient operations,
including the inability of our manufacturers or third-party
distributors to timely fulfill their obligations to us, any of
which would adversely affect our business, results of operations
and financial condition.
Increasing expectations from investors and other key stakeholders
with respect to our ESG practices may impose additional costs on us
or expose us to new or additional risks.
Investor advocacy groups, certain institutional investors,
investment funds, stockholders, customers, and consumers are
increasingly focused on corporate responsibility, specifically on
the ESG practices of companies and the implications of the social
and environmental costs of their investments. From time to time we
communicate certain ESG initiatives and goals to market
participants and our customers and business partners, including
through our annual Creating Change Report. Any ESG disclosure we
make may include our policies, practices, initiatives, and goals on
a variety of human rights, corporate governance, environmental
compliance, sustainability, employee
health and safety practices, human capital management, product
quality, supply chain management, and workforce inclusion and
diversity. Although we have undertaken expansive efforts to improve
and implement our ESG initiatives, it is possible that stakeholders
may not be satisfied with such disclosures, our ESG practices or
the speed of their adoption. Moreover, the preparation of
sustainability metrics requires management to establish criteria,
make determinations as to the relevancy of information to be
included, and make assumptions that affect reported information.
The selection by management of different but acceptable measurement
techniques could result in materially different amounts or metrics
being reported. If our ESG practices do not meet investor or other
stakeholder expectations and standards, which continue to evolve,
or if we are perceived to have not appropriately responded to the
growing concern for ESG issues, regardless of whether there is a
legal requirement to do so, it may negatively affect our employee
retention and recruitment, or we may suffer from reputational
damage and our business and financial condition could be materially
and adversely affected. We may also incur additional costs or
require additional resources to monitor such stakeholder
expectations and standards and to meet our targets and commitments.
Further, we could fail, or be perceived to fail, to achieve our ESG
initiatives or goals, or we could fail to report our progress fully
and accurately on such initiatives and goals, which could
negatively affect our reputation, employee retention and
recruitment, and the willingness of our customers and suppliers to
do business with us.
Increasing focus on ESG matters has resulted in, and is expected to
continue to result in, the adoption of legal and regulatory
requirements designed to mitigate the effects of climate change on
the environment, as well as legal and regulatory requirements
requiring climate-related disclosures. If new laws or regulations
are more stringent than current legal or regulatory requirements,
we may experience increased compliance burdens and costs to meet
such obligations. Our processes and controls for reporting ESG
matters across our operations and supply chain are evolving along
with multiple disparate standards for identifying, measuring, and
reporting ESG metrics, including ESG-related disclosures that may
be required by the SEC, European, and other regulators, and such
standards may change over time, which could result in significant
revisions to our current goals, reported progress in achieving such
goals, or ability to achieve such goals in the future.
We face risks associated with pursuing strategic acquisitions, and
our failure to successfully integrate any acquired business or
product could have a material adverse effect on our results of
operations and financial position.
As part of our overall strategy, we may periodically consider
strategic acquisitions to expand our brands into complementary
product categories and markets, or to acquire new brands,
technologies, intellectual property, or other assets. Our ability
to do so depends on our ability to identify and successfully pursue
suitable acquisition opportunities. Such acquisitions involve
numerous risks, challenges, and uncertainties, including the
potential to:
• expose us to risks inherent in entering
into a new market or geographic region;
• lose significant customers or key
personnel of the acquired business;
• encounter difficulties managing and
implementing acquired assets;
• encounter difficulties marketing to new
consumers or managing geographically remote
operations;
• divert management’s time and attention
away from other aspects of our business operations;
and
• incur costs relating to a potential
acquisition that we fail to consummate, which we may not
recover.
Additionally, we may not be able to successfully integrate the
assets or operations of any acquired businesses into our
operations, or to achieve the expected benefits of any
acquisitions. Following an acquisition, we may also face
cannibalization of existing product sales by our newly acquired
products, unless we adequately integrate new products with our
existing products, aggressively target different consumers for our
newly acquired products and increase our overall market share. The
failure to successfully integrate any acquired business or products
in the future could have a material adverse effect on our results
of operations and financial position.
Further, we may be required to issue equity securities to finance
an acquisition, which would be dilutive to our stockholders, and
the equity securities may have rights or preferences senior to
those of our existing stockholders. If we incur indebtedness to
finance an acquisition, it will result in debt service costs, and
we may be subject to covenants restricting our operations or liens
encumbering our assets.
Risks Related to Our Global Business Strategy, Operations, and
International Commerce
Supply chain disruptions could interrupt product manufacturing and
global logistics and increase product costs.
Our business depends on our ability to source and distribute
products in a timely manner. The pandemic and related governmental
and port facility actions in recent years have caused delays in
product shipments. For example, port congestion, temporary
closures, and worker shortages, have disrupted the operations of
our independent manufacturers and 3PLs, as well as the DCs where we
manage our inventory, have experienced disruptions that have
increased the global lead-time for our products. Due to the
pandemic, reductions in the number of ocean carrier voyages and
capacity have delayed the arrival of imports and increased ocean
transport costs globally and the conflict between Russia and
Ukraine continues to result in higher energy and transportation
costs. Ongoing ocean carrier consolidation, reduced capacity,
congestion at major international gateways and other economic
factors are challenging ocean transportation, and labor disputes at
US shipping ports have historically affected the delivery of our
products. In addition, trucking costs in the US
have risen dramatically due to driver shortages, increased labor
costs, and safety, environmental, and labor regulations. In
addition, global inflation has contributed to already higher
incremental freight costs, and such inflation may continue to fuel
these costs.
Elevated inventory levels, combined with the uneven flow of
receipts and shipments, could cause further capacity pressures
within our US DCs and 3PLs, resulting in higher costs and limiting
our ability to efficiently fulfill orders for our wholesale
partners and consumers. These pressures may be exacerbated by labor
disputes that affect the operations of our partners, which creates
significant risk for our business, particularly if these disputes
result in work slowdowns, strikes, or similar disruptions. As
supply chain disruptions continue and we manage product
availability, the timing of sales to our wholesale partners and
consumers may continue to be affected, and we face increased risk
of order cancellations. We continue to actively manage our
inventory positions, including by investing in supply chain and
related tools, and transit lead times and related freight costs
during fiscal year 2023 have improved compared to fiscal year 2022.
However, these disruptions remain elevated compared to pre-pandemic
levels and we expect supply chain constraints to continue into our
next fiscal year. Our short-term priority remains meeting customer
demand and expectations on service levels, which may result in
inventory levels outpacing sales growth in the near
term.
In addition to logistical supply chain pressures, our network of
strategic sourcing partners, which includes material vendors and
manufacturers, has navigated delays and disruptions due to the
lingering impacts of the pandemic. We have mitigated the effects of
production disruptions through expanding and reallocating
production capacity with our existing sourcing partners and
onboarding new long-term partners to diversify our country-level
manufacturing and sourcing lines. We plan to continue growing our
distribution network to support our long-term strategic objectives
but have experienced and expect to continue to experience headwinds
in connection with these efforts, including new sourcing partner
capacity constraints and long production lead times to ensure the
rigorous quality standards of our brands are met.
Further, we have historically used more expensive air freight to
ship our products to meet demand, as needed. While we experienced
significant increases in ocean shipping rates resulting in
reductions to our gross margin during fiscal year 2022, we began to
see improvement during fiscal year 2023 and reduced our use of air
freight. However, if we experience such fluctuations in costs in
future periods, we may be required to leverage air freight in
future periods to maintain service levels. Failure to adequately
produce and timely ship our products to customers could lead to
lost potential revenue, failure to meet consumer demand, strained
relationships with customers and diminished brand
loyalty.
Most of our independent manufacturers are located outside of the US
and subject us to various risks associated with international
regulations, trade agreements, and geopolitical
relations.
Most of our independent manufacturers are located in Asia, and
products manufactured overseas and imported into the US and other
countries are subject to numerous risks and uncertainties. For
example, while we require our independent manufacturers and
suppliers to adhere to environmental, labor, ethical, health,
safety, and other business practices and laws, and while we
periodically visit and audit their operations, we do not control
their business practices. If non-compliant manufacturers or
suppliers cannot or will not become compliant, we will cease
conducting business with them, which could increase our costs and
interrupt our supply chain. Our manufacturers’ violations of laws
and business standards could also result in negative publicity,
which could damage our reputation and brand value. Further, if our
manufacturers or suppliers violate
US or foreign trade laws or regulations, we may
be subject to extra duties, significant monetary penalties, the
seizure and forfeiture of products we are attempting to import, or
the loss of our import privileges, which could have a negative
effect on our results of operations.
Our international manufacturing operations are subject to numerous
other risks and uncertainties, including the
following:
• tariffs, import and export controls, and
other non-tariff barriers;
•poor
infrastructure and equipment shortages, which can disrupt
transportation and utilities;
•restrictions
on the transfer of funds from foreign jurisdictions;
•changes
in governmental regulations, including with respect to intellectual
property, labor, safety, and the environment;
•refusal
to adopt or comply with our manufacturing policies;
•customary
business traditions in certain countries such as local holidays,
which are traditionally accompanied by high levels of turnover in
the factories;
•decreased
scrutiny by custom officials for counterfeit products;
•practices
involving corruption, extortion, bribery, pay-offs, theft, and
other fraudulent activity;
•use
of unauthorized or prohibited materials or reclassification of
materials;
•health-related
concerns that could result in a reduced workforce or scarcity of
raw and other materials; and
•adverse
changes in consumer perception of goods sourced from certain
countries.
While we have implemented measures to comply with applicable
customs regulations and to properly calculate import duties,
customs authorities may disagree with our claimed tariff treatment
for certain products, resulting in unexpected costs that may not
have been factored into the sales price of such products and our
forecasted gross margin. In addition, we cannot predict whether
future laws, regulations, trade remedy actions, or international
agreements may impose additional duties or other restrictions on
our ability to manufacture sufficient inventory or import products
from one or more of our sourcing venues. Trade relations between
our sourcing venues, particularly those in China, and the US have
created uncertainty and there exists the potential for import
duties or other restrictions on exports from China, which could
increase our sourcing costs. We have transitioned most of our
footwear sourcing from China to Vietnam as part of our supplier
optimization strategy, but if we are unable to source our products
from the countries where we wish to purchase them, or if the cost
of doing so increases, it could have a material adverse effect on
our business, financial condition, and results of operations.
Further, because most of our products are manufactured in China and
Vietnam, the possibility of adverse changes in trade or political
relations with China or Vietnam, or other pressures in the region,
including political instability, increased labor costs, adverse
weather conditions, a natural disaster or incidence of disease
could severely interfere with the manufacturing or shipment of our
products and would have a material adverse effect on our
operations.
Moreover, international trade policy is undergoing revision,
introducing significant uncertainty with respect to future trade
regulations and existing trade agreements. The continued
negotiation of free trade agreements with countries other than our
principal sourcing venues may stimulate competition for
manufacturers, which may seek to export footwear, apparel, and
accessories to our target markets at preferred rates of duty which
may negatively affect our results of operations.
Transportation and distribution costs may be adversely affected by
new regulations, increased demand, increased fuel and labor costs,
inflation, and political and economic instability. For example, the
Russian invasion of Ukraine during fiscal year 2022 and the
resulting financial and economic sanctions imposed by various
countries and organizations has affected transportation and energy
costs. Further disruption in this region, or additional sanctions
imposed in response to the conflict, could increase distribution
costs in Europe and adversely affect our results of operations.
Additionally, the increased threat of terrorist activity, and law
enforcement responses to this threat, have required greater levels
of inspection of imported goods and caused delays in bringing
imported goods to market. Any tightening of security procedures
could worsen these delays and increase our costs.
Our sales in international markets are subject to a variety of
legal, regulatory, political, cultural, and economic risks that may
adversely affect our results of operations in certain
regions.
Our ability to capitalize on growth in new international markets
and to maintain the current level of operation in our existing
international markets is subject to risks associated with
international operations that could adversely affect our sales and
results of operations. These risks include:
• foreign currency exchange rates
fluctuations, which affect the prices at which products are sold to
international consumers;
• limitations on our ability to move
currency out of international markets;
• burdens of complying with a variety of
foreign laws and regulations, which may change unexpectedly, and
the interpretation and application of such laws and
regulations;
• legal costs related to defending
allegations of non-compliance with foreign laws;
• inability to import products into a
foreign country;
• difficulties associated with promoting and
marketing products in unfamiliar cultures;
• political or economic uncertainty or
instability, including the war in Ukraine, which has disrupted
European businesses and has the potential to reduce levels of
consumer spending, which could have a material adverse effect on
our business, particularly our UGG and HOKA brands’ net
sales;
• changes in unemployment rates and consumer
spending;
• anti-American sentiment in international
markets in which we operate;
• changes in diplomatic and trade
relationships between the US and other countries; and
• general economic fluctuations in specific
countries or markets.
We conduct business outside the US, which exposes us to foreign
currency exchange rate risk, and could have a negative effect on
our financial results.
We operate on a global basis, with 32.4% of our net sales for the
year ended March 31, 2023, from operations outside the US. As we
continue to increase our international operations, our sales and
expenditures in foreign currencies are expected to become more
material and subject to foreign currency exchange rate
fluctuations. A significant portion of our international operating
expenses are paid in local currencies and our foreign distributors
typically sell our products in local currency, which affects the
price to foreign consumers. Many of our subsidiaries operate with
their local currency as their functional currency. Future foreign
currency exchange rate fluctuations and global credit markets may
cause changes in the US dollar value of our purchases or sales and
materially affect our sales, gross margin, and results of
operations, when converted to US dollars. Changes in the value of
the US dollar relative to other currencies could result in material
foreign currency exchange rate fluctuations and, as a result, our
net earnings could be materially adversely affected. When the US
dollar strengthens relative to foreign currencies, the Company's
revenues and profits denominated in foreign currencies are reduced
when converted into US. dollars and the Company's margins may be
negatively affected. We routinely utilize foreign currency exchange
rate forward contracts or other derivative instruments for the
amounts we expect to purchase and sell in foreign currencies to
mitigate exposure to foreign currency exchange rate fluctuations.
As we continue to expand international operations and increase
purchases and sales in foreign currencies, we may utilize
additional derivative instruments to hedge our foreign currency
exchange rate risk. Our hedging strategies depend on our forecasts
of sales, expenses, and cash flows, which are inherently subject to
inaccuracies. Foreign currency exchange rate hedges, transactions,
remeasurements, or translations could materially affect our
consolidated financial statements. For example, during fiscal year
2023, unfavorable changes in foreign currency exchange rates
against the US dollar negatively affected our gross
margin.
Risks Related to Technology, Data Security and Privacy
A security breach or other disruption to our IT systems could
result in the loss, theft, misuse, unauthorized disclosure, or
unauthorized access of customer, supplier, or sensitive Company
information or could disrupt our operations, which could damage our
relationships with customers, suppliers or employees, expose us to
litigation or regulatory proceedings, or harm our reputation, any
of which could materially adversely affect our business, financial
condition, or results of operations.
Our business involves the storage and transmission of a significant
amount of personal, confidential, or sensitive information,
including the personal information of our customers and employees,
credit card information, and our proprietary financial,
operational, and strategic information. The protection of this
information is vitally important to us as the loss, theft, misuse,
unauthorized disclosure, or unauthorized access of such information
could lead to significant reputation or competitive harm, result in
litigation involving us or our business partners, expose us to
regulatory proceedings, and cause us to incur substantial losses.
As a result, we believe our future success and growth depends, in
part, on the ability of our key business processes and systems, to
prevent the theft, loss, misuse, unauthorized disclosure, or
unauthorized access of this information, and to respond quickly and
effectively if data security incidents occur. We are subject to
numerous data privacy and security risks, which may prevent us from
maintaining the privacy of this information, result in the
disruption of our business, and require us to expend
significant resources attempting to secure and protect such
information and respond to incidents, any of which could materially
adversely affect our business, financial condition, or results of
operations.
Our success also depends in part on the continued operation of our
key business processes, including our IT and global communications
systems. We rely on third-party IT service providers worldwide for
many of our IT functions, including network, hardware, and software
configuration. Additionally, we rely on internal networks and
information systems and other technologies, including the internet
and third-party hosted services, to support a variety of business
processes and activities. Any disruption to these systems or
networks could result in product fulfillment delays, key personnel
being unable to perform duties or communicate throughout the
organization, loss of sales, significant costs for data
restoration, the inability to interpret data timely to enhance
operations, and other adverse effects on our business and
reputation. Further, if key operational systems and processes are
not properly supporting our business, it could result in
information silos and inefficiencies across our organization. If we
are unable to modify our systems and processes to respond to
changes in our business needs, or if we or our third-party
providers experience a failure or interruption in these systems,
our ability to accurately forecast sales, report our financial
position and results of operations, or otherwise manage and operate
our business could be adversely affected.
The frequency, intensity, and sophistication of cyber-attacks,
ransom-ware attacks, and other data security incidents have
significantly increased in recent years. Like other businesses, we
have experienced, and are continually at risk of, attacks and
incidents. Additionally, external events, such as the
Russia-Ukraine conflict, can increase the likelihood of such
incidents, and our risk and exposure to these matters remains
heightened because of, among other things, the evolving nature of
these threats, the current global economic and political
environment, our prominent size and scale, and the
interconnectivity and interdependence of third parties to our
systems. We expend significant resources on IT and data security
tools, measures, and processes designed to protect our IT systems,
as well as the personal, confidential, or sensitive information
stored on or transmitted through those systems, and to ensure an
effective response to any attack or incident. Whether these
measures are ultimately successful, these expenditures could have
an adverse effect on our financial condition and results of
operations and divert management’s attention from pursuing our
strategic objectives.
Although we take the security of our IT systems seriously, there
can be no assurance that the measures we employ will prevent
unauthorized persons from obtaining access to our systems and
information, as well as those held by our third-party IT service
providers. Despite our implementation of reasonable security
measures, our systems and information may be susceptible to
cyber-attacks or data security incidents. These risks may be
exacerbated in a remote work environment. Because the techniques
used to obtain unauthorized access to IT systems are constantly
evolving, we may be unable to anticipate these techniques or
implement adequate protective measures in response. Cyber-attacks
or data incidents could remain undetected for some period, which
could result in significant harm to our systems, as well as
unauthorized access to the information stored on and transmitted by
our systems. Further, despite our security efforts and training,
our employees may purposefully or inadvertently cause security
breaches. A cyber-attack or other data security incident could
result in significant disruption of our business such
that:
• critical business systems become
inoperable or require significant time or cost to
restore;
• personnel are unable to perform their
duties or communicate with third-party partners;
• it results in the loss, theft, misuse, or
unauthorized disclosure of confidential information;
• we are prevented from accessing
information necessary to conduct our business;
• we are required to make unanticipated
investments in equipment, technology, or security
measures;
• customers cannot place or receive orders,
and we are unable to timely ship orders or at all; or
• we become subject to other unanticipated
liabilities, costs, or claims.
If any of these events were to occur, it could have a material
adverse effect on our financial condition and results of operations
and result in harm to our reputation. In addition, if a
cyber-attack or other data incident results in the loss, theft,
misuse, unauthorized disclosure, or unauthorized access of
personal, confidential, or sensitive information belonging to our
customers, suppliers, or employees, it could put us at a
competitive disadvantage, result in the deterioration of our
customers’ confidence in our brands, cause our suppliers to
reconsider their relationship with us or impose onerous contractual
provisions, and subject us to litigation, liability, fines, and
penalties. We could be subject to regulatory or other actions
pursuant to domestic and international privacy laws, which could
result in costly investigations and litigation, civil or criminal
penalties, operational changes, and negative publicity that could
adversely affect our reputation, as well as our results of
operations and financial condition.
If we are found to have violated laws concerning the privacy and
security of consumers’ or other individuals’ personal information,
we could be subject to civil or criminal penalties, which could
increase our liabilities and harm our reputation or our
business.
There are a number of domestic and international laws protecting
the privacy and security of personal information. These laws
include US state laws such as the California Consumer Privacy Act
and the California Privacy Rights Act, as well as the General Data
Protection Regulation in the EU, EU member state directives, the
Personal Information Protection and Electronic Documents Acts in
Canada, the Personal Information Protection Law in China, or
similar applicable laws. These laws place limits on how we may
collect, use, share and store personal information, and they impose
obligations to protect that information. Further, we may be subject
to new data privacy and security laws and regulations. If we, or
any of our service providers who have access to the personal data
for which we are responsible, are found to be in violation of the
privacy or security requirements of applicable data protection
laws, we could be subject to civil or criminal penalties, which
could increase our liabilities, harm our reputation, and have a
material adverse effect on our business, financial condition, and
results of operations. Although we utilize a variety of measures to
secure the data that we control, even compliant entities can
experience security breaches or have inadvertent failures despite
employing reasonable practices and safeguards.
If the technology-based systems that give our customers the ability
to shop or interact with us online do not function effectively, our
results of operations, as well as our ability to grow our
e-commerce business globally or to retain our customer base, could
be materially adversely affected.
Many of our consumers shop with us through our e-commerce platforms
or through third party digital marketplaces on which we operate.
Consumer expectations and related competitive pressures have
increased and are expected to continue to increase relative to
various aspects of our e-commerce business, including speed of
product delivery, shipping charges, return privileges, and other
evolving expectations. Increasingly, consumers are using
mobile-based devices and applications to shop online with us and
with our competitors, and to do comparison shopping, as well as to
engage with us and our competitors through digital services and
experiences that are offered on mobile platforms. We are
increasingly using social media to interact with our consumers and
as a means to enhance their shopping experience. Any failure on our
part to provide attractive, effective, reliable, secure,
user-friendly e-commerce platforms that offer a wide assortment of
merchandise with rapid delivery options and that continually meet
the changing expectations of online shoppers or any failure to
provide attractive digital experiences to our customers could place
us at a competitive disadvantage, result in the loss of e-commerce
and other sales, harm our reputation with consumers, have an
adverse effect on the growth of our e-commerce business globally
and have an adverse effect on our business and results of
operations. In addition, as use of our digital platforms continues
to grow, we will need an increasing amount of technical
infrastructure to continue to satisfy our consumers' needs. If we
fail to continue to effectively scale and adapt our digital
platforms to accommodate increased consumer demand, our business
may be subject to interruptions, delays or failures and consumer
demand for our products and digital experiences could decline.
Risks specific to our e-commerce business also include diversion of
sales from our and our retailers' brick and mortar stores,
difficulty in recreating the in-store experience through direct
channels and liability for online content. Our failure to
successfully respond to these risks could adversely affect sales in
our e-commerce business, as well as damage our reputation and
brands.
If we are unsuccessful at improving our operational and
IT
systems and our efforts do not result in the anticipated benefits
to us or result in unanticipated disruption to our business, our
financial condition and results of operations could be adversely
affected, and our business may become less
competitive.
We continually strive to improve, automate, and streamline our
operational and IT systems, processes, and infrastructure as part
of our ongoing effort to improve the overall efficiency and
competitiveness of our business. Transitioning to these new or
upgraded processes and systems requires significant capital
investments and personnel resources. Implementation is also highly
dependent on the coordination of numerous employees, contractors
and software and system providers. While these efforts have
resulted in improvements to our operational systems, we expect to
continue to incur expenses to implement additional improvements and
upgrades to our systems. Many of these expenditures have been and
may continue to be incurred in advance of the realization of any
direct benefits to our business. We cannot guarantee that we will
be successful at improving our operational systems, or that our
efforts will result in the anticipated benefits to us. We may also
experience difficulties in implementing or operating our new or
upgraded operational or IT systems, including, but not limited to,
ineffective or inefficient operations, significant system failures,
system outages, delayed implementation and loss of system
availability, which could lead to increased implementation and/or
operational costs, loss or corruption of
data, delayed shipments, excess inventory and interruptions of
operations resulting in lost sales and/or profits. If our
operational or
IT system upgrades, improvements and associated change management
efforts are not successful, our financial condition and results of
operations could be adversely affected, and our business may become
less competitive.
Risks Related to Our Legal, Compliance, and Regulatory
Environment
Failure to adequately protect our intellectual property rights to
prevent counterfeiting of our products, or to defend claims against
us related to our intellectual property rights, could reduce sales,
and adversely affect the value of our brands.
Our business could be significantly harmed if we are not able to
protect our intellectual property rights. We believe our
competitive position is largely attributable to the value of our
trademarks, patents, trade dress, trade names, trade secrets,
copyrights, and other intellectual property rights. An unfortunate
reaction to the success of our brands is that we have become a
target of counterfeiting and product imitation strategies. Although
we are aggressive in legal and other actions in pursuing those who
infringe on our intellectual property rights, we cannot guarantee
that the actions we have taken will be adequate to protect our
brands in the future, especially because some countries’ laws do
not protect these rights to the same extent as US laws. If we fail
to adequately protect our intellectual property rights, it will
allow our competitors to sell products that are similar to and
directly competitive with our products, or we could otherwise lose
opportunities to sell our products to consumers who may instead
purchase a counterfeit or imitation product, which could reduce
sales of our products and adversely affect the value of our brands.
In addition, any intellectual property lawsuits in which we are
involved could cost a significant amount of time and money and
distract management’s attention from operating our business, which
may negatively affect our business and results of operations. In
addition to fighting intellectual property infringement, we may
need to defend claims against us related to our intellectual
property rights. For example, we have faced claims that the word
“ugg” is a generic term. Such a claim was successful in Australia,
but similar claims have been rejected by courts in the US, China,
Turkey, and the Netherlands. Any court decision or settlement that
invalidates or limits trademark protection of our brands, which
allows a third-party to continue to sell products similar to our
products, or that allows a manufacturer or distributor to continue
to sell counterfeit products, could lead to intensified competition
and a material reduction in our sales, and could have a material
adverse effect on the value of our brands.
Our revolving credit facility agreements expose us to certain
risks.
From time to time, we have financed our liquidity needs in part
from borrowings made under our revolving credit facilities. Our
ability to borrow under our revolving credit facilities may be
limited if the lenders believe there has been a material adverse
change to our business. In addition, our revolving credit facility
agreements contain a number of customary financial covenants and
restrictions, which may limit our ability to engage in transactions
that would otherwise be in our best interests, or otherwise respond
to changing business and economic conditions, and may therefore
have a material effect on our business. Failure to comply with any
of the covenants could result in a default, allowing our lenders to
accelerate the timing of payments, which could have a material
adverse effect on our business, operations, financial condition,
and liquidity. In addition, in some cases, a default under one
revolving credit facility could result in a cross-default under
other revolving credit facilities. Certain of our revolving credit
facility agreements bear interest at a rate that varies by
currency. Any increases in interest rates applicable to borrowings
under our credit facilities would increase our cost of borrowing,
which would result in a decline in our net income and
liquidity.
The tax laws applicable to our business are very complex and
changes in tax laws could increase our worldwide tax rate, or
audits by various taxing authorities may subject us to additional
tax liabilities, and materially affect our financial position and
results of operations.
We are subject to changes in tax laws, regulations, and treaties in
and between the jurisdictions in which we operate. These tax laws
are highly complex, and significant judgment and specialized
expertise is required in evaluating and estimating our worldwide
provision for income taxes. Our tax expense is based on our
interpretation of the tax laws in effect in various countries at
the time that the expense was incurred. Future changes in these tax
laws, or in their interpretation, could result in a materially
higher tax expense or a higher effective tax rate on our worldwide
earnings. For example, global tax authorities may take differing
positions in interpreting the Organization for Economic
Co-operation and Development’s guidance, including with respect to
base erosion and profit shifting, which could modify existing tax
principles. These changes and potential other tax law changes could
increase our
income tax liability or adversely affect our long-term effective
tax rates and net income.
Many countries in the EU and around the globe have adopted or
proposed changes to current tax laws. Certain provisions of the
recently enacted Inflation Reduction Act, including a 15% corporate
alternative minimum tax, as well as the similar 15% global minimum
tax under the Organization for Economic Cooperation and
Development's Pillar Two Global Anti-Base Erosion Rules, may affect
our income tax expense, profitability, and capital allocation
decisions. We are subject to tax audits in each of the various
jurisdictions where we conduct business, and any of these
jurisdictions may assess additional taxes against us as a result of
these audits. Although we believe our tax estimates are reasonable,
and we undertake to prepare our tax filings in accordance with all
applicable tax laws, the final determination with respect to any
tax audits, and any related litigation, could be materially
different from our estimates or from our historical tax provisions
and accruals. The results of a tax audit or other tax proceeding
could have a material adverse effect on our results of operations
or cash flows in the periods for which that determination is made
and may require a restatement of prior financial
reports.
Risks Related to Our Common Stock
Our common stock price has been volatile, which could result in
substantial losses for stockholders.
The trading price of our common stock has been and may continue to
be volatile. The trading price of our common stock could be
affected by a number of factors, including, but not limited to the
following:
• changes in expectations of our future
financial performance and results of operations;
• changes in estimates of our performance by
securities analysts and other market participants, or our failure
to meet such estimates;
• changes in our stockholder base or public
actions taken by investors;
• market research and opinions published by
securities analysts and other market participants, and the response
to such publications;
• quarterly fluctuations in our sales,
margins, expenses, financial position, and results of
operations;
• the financial stability of our customers,
manufacturers, and suppliers;
• legal proceedings, regulatory actions, and
legislative changes;
• our stock repurchase activity or
announcements regarding the same;
• the declaration of stock or cash
dividends;
• consumer confidence and discretionary
spending levels;
• broad market fluctuations in volume and
price;
• general market, political, and economic
conditions, including recessionary conditions; and
• a variety of risk factors, including the
ones described herein and in our other SEC filings.
In addition, the stock market in general has experienced extreme
price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of individual
companies. Accordingly, the price of our common stock is volatile
and any investment in our stock is subject to risk of loss. These
broad market and industry factors and other general macroeconomic
conditions unrelated to our financial performance may also affect
our common stock price.
Anti-takeover provisions contained in our Amended and Restated
Certificate of Incorporation (Certificate) and Amended and Restated
Bylaws (Bylaws), as well as provisions of Delaware law, could
impair a takeover attempt.
Our Certificate and Bylaws contain provisions that could have the
effect of rendering more difficult hostile takeovers,
change-in-control transactions, or changes in our Board of
Directors or management.
As a Delaware corporation, we are also subject to provisions of
Delaware law, including Section 203 of the Delaware General
Corporation Law, which may delay, deter, or prevent a
change-in-control transaction. Any provision of Delaware law, our
Certificate, or our Bylaws, which has the effect of rendering more
difficult, delaying, deterring, or preventing a change-in-control
transaction could limit the opportunity for stockholders to receive
a premium for their shares of our common stock, and could affect
the price that investors are willing to pay for our common
stock.
Item 2. Properties
We have owned our 14-acre corporate headquarters located in Goleta,
California since 2014.
We have a warehouse and DC located in Moreno Valley, California,
which began operations during the fourth quarter of fiscal year
2015 and have since continued optimizing and expanding our
operations at this location. In October 2021, we began operations
in a second US warehouse and DC located in Mooresville, Indiana. In
February 2023, we took possession of a third US warehouse and DC in
Mooresville, Indiana with up to approximately 1,015,902 square feet
over the lease term, which we expect to be operational during our
next fiscal year.
We also have offices in Belgium, Canada, China, France, Germany,
Hong Kong, Indonesia, Italy, Japan, the Netherlands, Switzerland,
the UK, and Vietnam, to perform a variety of functions, which
include overseeing the quality and manufacturing standards of our
products, coordinating regional sales, operations, marketing, and
administration; as well as offices in Macau and Hong Kong to
coordinate logistics.
As of March 31, 2023, we have 52 retail stores in the US ranging
from approximately 1,000 to 13,000 square feet. Internationally, we
have 112 retail stores in Austria, Belgium, Canada, China, France,
Germany, Japan, the Netherlands, Switzerland, and the
UK.
Other than our corporate headquarters, we lease our facilities,
retail stores and other office spaces from unrelated parties. With
the exception of our DTC business facilities, our facilities are
attributable to multiple reportable operating segments and are not
allocated to our reportable operating segments.
We believe our space is adequate for our current needs and that
suitable additional or substitute space will be available to
accommodate the foreseeable expansion of our business and
operations.
The following table provides details regarding our significant
physical properties that are operational as of March 31,
2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility Location |
|
Description |
|
Lease or Own |
|
Facility Size (Square Footage) |
|
Moreno Valley, California |
|
Warehouse and Distribution Center |
|
Lease |
|
1,530,944 |
|
|
Mooresville, Indiana (1st location) |
|
Warehouse and Distribution Center |
|
Lease |
|
507,600 |
|
|
|
|
|
|
|
|
|
|
Goleta, California |
|
Corporate Headquarters |
|
Own |
|
185,094 |
|
|
Item 3. Legal Proceedings
As part of our global policing program to protect our intellectual
property rights, from time to time, we file lawsuits in various
jurisdictions asserting claims for alleged acts of trademark
counterfeiting, trademark infringement, patent infringement, trade
dress infringement, and trademark dilution. We generally have
multiple actions such as these pending at any given point in time.
These actions may result in seizure of counterfeit merchandise, out
of court settlements with defendants, or other outcomes. In
addition, from time to time, we are subject to claims in which
opposing parties will raise, either as affirmative defenses or as
counterclaims, the invalidity or unenforceability of certain of our
intellectual property rights, including allegations that the UGG
brand trademark registrations and design patents are invalid or
unenforceable. Furthermore, we are aware of many instances
throughout the world in which a third-party is using our UGG brand
and HOKA brand trademarks within its internet domain name, and we
have discovered and are investigating several manufacturers and
distributors of counterfeit UGG brand products, and we are also
investigating various markets for indications of counterfeit HOKA
brand manufacturing.
From time to time, we are involved in various legal proceedings,
disputes, and other claims arising in the ordinary course of
business, including employment, intellectual property, and product
liability claims. Although the results of these ordinary course
matters cannot be predicted with certainty, we currently believe
that the final outcome of these ordinary course matters will not,
individually or in the aggregate, have a material adverse effect on
our business, results of operations, financial condition, or cash
flows. However, regardless of the merit of the claims raised or the
outcome, these ordinary course matters can have an adverse impact
on us as a result of legal costs, diversion of management's time
and resources, and other factors.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Our common stock has traded under the symbol DECK on the New York
Stock Exchange (NYSE) since May 2014 and was previously traded on
the Nasdaq Global Select Market.
As of May 11, 2023, we had 37 stockholders of record based on
the records of our transfer agent, which does not include
beneficial owners of our common stock whose shares are held in the
names of various securities brokers, dealers, and registered
clearing agencies.
We did not sell any equity securities during the year ended March
31, 2023, that were not registered under the Securities
Act.
Stock Performance Graph
Below is a graph comparing the percentage change in the cumulative
total return on our common stock against the cumulative total
return of the S&P 500 Apparel, Accessories & Luxury Goods
Index, and the NYSE Composite Index for the five fiscal-year
periods commencing March 31, 2018, and ended March 31, 2023.
Total return assumes reinvestment of dividends, though we have not
declared or paid any cash dividends on our common stock since our
inception. The data represented in the graph below assumes one
hundred dollars invested in our common stock, the S&P 500
Apparel, Accessories & Luxury Goods Index, and the NYSE
Composite Index on March 31, 2018.
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|
Years Ended March 31, |
|
2018 |
|
2019 |
|
2020 |
|
2021 |
|
2022 |
|
2023 |
Deckers Outdoor Corporation |
$ |
100.0 |
|
|
$ |
163.3 |
|
|
$ |
148.8 |
|
|
$ |
367.0 |
|
|
$ |
304.1 |
|
|
$ |
499.3 |
|
S&P 500 Apparel, Accessories & Luxury Goods
Index |
100.0 |
|
|
96.9 |
|
|
48.2 |
|
|
98.3 |
|
|
77.7 |
|
|
53.9 |
|
The NYSE Composite Index |
100.0 |
|
|
104.8 |
|
|
87.4 |
|
|
135.5 |
|
|
147.9 |
|
|
139.8 |
|
The stock performance graph and related information shall not be
deemed incorporated by reference by any general statement
incorporating by reference into this Annual Report any filing under
the Securities Act, or under the Exchange Act, except to the extent
that we specifically incorporate this information by reference and
shall not otherwise be deemed filed under the Securities Act or the
Exchange Act.
Dividend Policy
We have not declared or paid any cash dividends on our common stock
since our inception. Our current revolving credit agreements allow
us to declare and pay cash dividends, as long as we do not exceed
certain leverage ratios and no event of default has occurred.
However, we currently do not anticipate declaring or paying any
cash dividends.
Stock Repurchase Programs
Our Board of Directors has approved various authorizations under
our stock repurchase program to repurchase shares of our common
stock in the open market or in privately negotiated transactions,
subject to market conditions, applicable legal requirements, and
other factors. Our Board of Directors approved an additional
authorization of $1,200,000 on July 27, 2022, to repurchase our
common stock under the same conditions as the prior stock
repurchase programs (collectively, the stock repurchase
program).
Our stock repurchase program does not obligate us to acquire any
amount of common stock and may be suspended at any time at our
discretion. Our current revolving credit agreements allow us to
make stock repurchases under this program, so long as we do not
exceed certain leverage ratios. As of March 31, 2023, no defaults
have occurred under our credit agreements.
Below is a summary of stock repurchasing activity under our stock
repurchase program during the fourth fiscal quarter ended
March 31, 2023:
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|
|
Total number of shares repurchased (3) |
|
Weighted average price paid per share |
|
Dollar value of shares repurchased (1) (2) |
|
Dollar value of shares remaining for repurchase (3) (2) |
January 1 - January 31, 2023 |
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,459,145 |
|
February 1 - February 28, 2023 |
|
101,722 |
|
|
412.86 |
|
|
41,997 |
|
|
1,417,148 |
|
March 1 - March 31, 2023 |
|
141,465 |
|
|
427.76 |
|
|
60,513 |
|
|
1,356,635 |
|
(1) The dollar value of shares repurchased excludes the cost of
broker commissions, excise taxes, and other costs associated with
our program.
(2) May not calculate on rounded dollars.
(3) All share repurchases were made pursuant to our publicly
announced stock repurchase program in open-market
transactions.
Refer to Part II, Item 7, “Management's Discussion and Analysis of
Financial Condition and Results of Operations,” under the heading
“Liquidity” and Note 10, "Stockholders' Equity," of our
consolidated financial statements and accompanying notes thereto
(referred to herein as the consolidated financial statements) in
Part IV within this Annual Report for further information on
repurchases of our common stock.
Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion of our financial condition and results of
operations should be read together with our consolidated financial
statements in Part IV within this Annual Report. This discussion
includes an analysis of our financial condition and results of
operations for the years ended March 31, 2023, and 2022 and
year-over-year comparisons between those periods. For
year-over-year comparisons between the years ended March 31, 2022,
and 2021, refer to Part II, Item 7, “Management's Discussion and
Analysis of Financial Condition and Results of Operations,” of our
Annual Report on Form 10-K for the fiscal year ended March 31,
2022, filed with the SEC on May 27, 2022.
Certain statements made in this section constitute “forward-looking
statements,” which are subject to numerous risks and uncertainties
including those described in this section. Refer to the section
entitled “Cautionary Note Regarding Forward-Looking Statements” and
Part I, Item 1A, "Risk Factors," within this Annual Report for
additional information.
Unless otherwise specifically indicated, all figures included
within this Annual Report are expressed in thousands, except for
per share or share data.
Overview
We are a global leader in designing, marketing, and distributing
innovative footwear, apparel, and accessories developed for both
everyday casual lifestyle use and high-performance activities. We
market our products primarily under five proprietary brands: UGG,
HOKA, Teva, Sanuk, and Koolaburra. We believe our products are
distinctive and appeal to a broad demographic. We sell our products
through quality domestic and international retailers, international
distributors, and directly to our global consumers through our DTC
business, which is comprised of our e-commerce websites and retail
stores. We seek to differentiate our brands and products by
offering diverse lines that emphasize authenticity, functionality,
quality, and comfort, and products tailored to a variety of
activities, seasons, and demographic groups. All of our products
are manufactured by independent manufacturers.
Financial Highlights
Consolidated financial performance highlights for fiscal year 2023
compared to fiscal year 2022, are as follows:
•Net
sales increased 15.1% to $3,627,286.
◦Channel
▪Wholesale
channel net sales increased 11.6% to $2,160,675.
▪DTC
channel net sales increased 20.8% to $1,466,611.
◦Geography
▪Domestic
net sales increased 13.1% to $2,451,497.
▪International
net sales increased 19.7% to $1,175,789.
•Gross
margin decreased 70 basis points to 50.3%.
•Income
from operations increased 15.6% to $652,751.
•Diluted
earnings per share increased 19.1% to $19.37 per
share.
Trends and Uncertainties Impacting Our Business and
Industry
We expect our business and industry will continue to be impacted by
several important trends and uncertainties, including the
following:
Supply Chain
•Similar
to other companies in our industry, we continue to monitor
pressures on the global supply chain, which have shifted the timing
of shipments across our brands compared to the prior period,
resulting in inventory levels outpacing sales growth. However, we
have seen improvements in transit lead times and related freight
costs compared to the prior period, which has had a positive impact
on results of operations through fiscal year 2023.
•We
continue to be flexible in adapting to the fluid logistics
environment by implementing additional measures to mitigate the
effects of supply chain disruptions, which has resulted in and may
continue to result in higher costs. Our efforts include expanding
our global warehouses and DCs, as well as our 3PL arrangements, and
diversifying and increasing the number of our third-party
manufacturers.
Brand and Omni-Channel Strategy
•We
remain focused on increasing consumer adoption of the HOKA brand
with all geographic regions and distribution channels experiencing
significant year-round growth, which has positively impacted our
financial results and seasonality trends. Our efforts to drive HOKA
brand performance are primarily focused on distribution management,
launching innovative product offerings and global marketing
campaigns to drive brand awareness, and further expanding the HOKA
brand presence through our DTC channel.
•Our
marketplace strategies in Europe and Asia (international reset
strategies) have continued to drive UGG brand awareness and
consumer acquisition by building brand acceptance through localized
marketing investments. However, unfavorable foreign currency
exchange rates have partially offset international growth of the
UGG brand during fiscal year 2023.
•Our
long-term growth strategy remains focused on building our DTC
channel to represent an increased portion of our total net sales,
and prioritizing consumer acquisition and experience to sustain
strong demand and market positions for our brands.
•We
continue to adopt selective price increases as appropriate by brand
and product, which we believe can help mitigate increased
costs.
Reportable Operating Segment Overview
Our six reportable operating segments include the worldwide
wholesale operations of the UGG brand, HOKA brand, Teva brand,
Sanuk brand, and Other brands as well as DTC. Information reported
to the Chief Operating Decision Maker (CODM), who is our Chief
Executive Officer (CEO), President, and Principal Executive Officer
(PEO), is organized into these reportable operating segments and is
consistent with how the CODM evaluates our performance and
allocates resources.
UGG Brand.
The UGG brand is one of the most iconic and recognized brands in
our industry, which highlights our successful track record of
building niche brands into lifestyle and fashion market leaders.
With loyal consumers around the world, the UGG brand has proven to
be a highly resilient line of premium footwear, apparel, and
accessories with expanded product offerings and a growing global
audience that appeals to a broad demographic.
We believe demand for UGG brand products will continue to be driven
by the following:
•Successful
acquisition of a diverse consumer base that resonates globally and
with key markets, including for a younger, fashionable consumer,
through strategic marketing activations and
collaborations.
•High
consumer brand loyalty due to consistent delivery of crafted;
purposefully built and luxuriously comfortable footwear, apparel,
and accessories.
•Diversification
of our footwear product offerings, such as our spring and summer
lines, as well as expanded category offerings for Men's products,
and more iconic fashion product for our Classics line.
•Thoughtful
expansion of our apparel and accessories businesses.
HOKA Brand.
The HOKA brand is an authentic premium line of year-round
performance footwear that offers enhanced cushioning and inherent
stability with minimal weight, apparel, and accessories. Originally
designed for ultra-runners, the brand now appeals to world
champions, taste makers, and everyday athletes. Strong marketing
has fueled both domestic and international sales growth of the HOKA
brand, which has quickly become a leading brand within run and
outdoor specialty wholesale accounts and is growing within
selective key accounts. As a result, the HOKA brand is bolstering
its net sales, which continue to increase as a percentage of our
aggregate net sales.
We believe demand for HOKA brand products will continue to be
driven by the following:
•Leading
performance product innovation, category extensions, and key
franchise management, including higher frequency product drop rates
and improving accessibility to all athletes.
•Increased
global brand awareness and new consumer adoption through enhanced
global marketing activations and online consumer acquisition,
including building a more diverse outdoor community through digital
and in-person event sponsorship.
•Thoughtful
and strategic wholesale distribution choices, allowing the HOKA
brand access and introduction to a broader, more diverse, consumer
base.
•Category
extensions in authentic performance footwear offerings such as
lifestyle, trail, and hiking categories.
Teva Brand.
The Teva brand created the very first sport sandal when it was
founded in the Grand Canyon in 1984. Since then, the Teva brand has
grown into a multi-category modern outdoor lifestyle brand offering
a range of performance, casual, and trail lifestyle products, and
has emerged as a leader in footwear sustainability observed through
recent growth fueled by young and diverse consumers passionate for
the outdoors and the planet.
We believe demand for Teva brand products will continue to be
driven by the following:
•Authentic
outdoor heritage and a reputation for quality, comfort,
sustainability, and performance in any terrain.
•Increasing
brand awareness in key major global markets due to outdoor
lifestyle participation among younger consumers.
•Category
extensions in performance hike footwear, including key franchises,
as well as year-round product.
Sanuk Brand.
The Sanuk brand originated in Southern California surf culture and
has emerged into a lifestyle brand with a presence in the relaxed
casual shoe and sandal categories with a focus on innovation in
comfort and sustainability. The Sanuk brand’s use of unexpected
materials and unconventional constructions, combined with its fun
and playful branding, are key elements of the brand's
identity.
We believe demand for Sanuk brand products will continue to be
driven by the following:
•Introducing
a broader and more premium range of comfortable and easy slip-on
product, including through category extensions in comfort casual
footwear for the younger consumer and establishing a year-round
product offering, from sandals to slippers to winterized casual
comfort.
Other Brands.
Other brands consist primarily of the Koolaburra brand. The
Koolaburra brand is a casual footwear fashion line using plush
materials and is intended to target the value-oriented consumer in
order to complement the UGG brand offering.
We believe demand for Koolaburra brand products will continue to be
driven by the following:
•Increasing
brand awareness with fashion focused consumers.
•Evolution
of key franchises and purpose-built expansion in fashion casual
boots, slippers, and sandals.
Direct-to-Consumer.
Our DTC business encompasses all our brands and is comprised of our
e-commerce business and retail stores that are intertwined and
interdependent in an omni-channel marketplace. We believe many of
our consumers interact with both our retail stores and websites
before making purchasing decisions in store and
online.
E-Commerce Business.
Our global e-commerce business provides us with an opportunity to
directly engage with and communicate a consistent brand message to
consumers that is in line with our brands’ promises, promotes
awareness of key brand initiatives, offers targeted information to
specific consumer demographics, and drives consumers to our retail
stores. As of March 31, 2023, we operate our e-commerce business
through Company-owned websites and mobile platforms in 57 different
countries.
Retail Business.
Our global Company-owned mono branded retail stores are
predominantly UGG brand concept stores and UGG brand outlet stores,
as well as new openings of HOKA brand stores. Through our outlet
stores, we sell some of our discontinued styles from prior seasons,
full price in-line products, as well as products made specifically
for the outlet stores. We continue to open outlet stores in key
markets to further grow our brand presence and appeal to a broader
consumer base.
As of March 31, 2023, we have a total of 164 global retail stores
(including 18 HOKA brand stores), which includes 81 concept stores
and 83 outlet stores. While we generally open retail store
locations during our second or third fiscal quarters and consider
closures of retail stores during our fourth fiscal quarter, the
timing of such openings and closures may vary. We will continue to
evaluate our retail store fleet strategy in response to brand
strategy changes in consumer demand and retail store traffic
patterns.
Flagship Stores.
Included in the total count of global concept stores are seven
flagship stores, which are primarily located in major tourist
locations. These are premium mono branded stores in key markets
designed to showcase UGG and HOKA brand products. Flagship stores
provide broader product offerings and generate greater traffic that
enhance our interaction with consumers and increase brand loyalty.
We anticipate opening four additional flagship stores in Europe and
Asia during our next fiscal year.
Shop-in-Shop Stores.
Included in the total count of global concept stores are 29
shop-in-shop (SIS) stores, for which we own the inventory and that
are operated by us or non-employees within a department store,
which we lease from the store owner by paying a percentage of SIS
store sales.
Partner Retail Stores.
Represent UGG and HOKA mono branded stores which are wholly owned
and operated by third parties and not included in the total count
of our global Company-owned retail stores.
Our net sales related to the e-commerce business and retail stores
discussed above are recorded in our DTC reportable operating
segment, except for net sales generated by partner retail stores,
which are recorded in each respective brand's wholesale reportable
operating segment, as applicable.
Use of Non-GAAP Financial Measures
Throughout this
Annual Report
we provide certain financial information on a constant currency
basis, excluding the effect of foreign currency exchange rate
fluctuations, which we disclose in addition to certain financial
measures calculated and presented in accordance with generally
accepted accounting principles in the United States (US
GAAP).
We provide these non-GAAP financial measures to provide information
that may assist investors in understanding our results of
operations and assessing our prospects for future performance.
However, the information presented on a constant currency basis, as
we present such information, may not necessarily be comparable to
similarly titled information presented by other companies, and may
not be appropriate measures for comparing our performance relative
to other companies. For example, in order to calculate our constant
currency
information, we calculate the current period financial information
using the foreign currency exchange rates that were in effect
during the previous comparable period, excluding the effects of
foreign currency exchange rate hedges and remeasurements in
the
consolidated financial statements.
Further, we report comparable DTC sales on a constant currency
basis for DTC operations that were open throughout the current and
prior reporting periods, and we may adjust prior reporting periods
to conform to current year accounting policies.
These non-GAAP financial measures are not intended to represent and
should not be considered to be more meaningful measures than, or
alternatives to, measures of financial or operating performance as
determined in accordance with US GAAP.
Constant currency measures should not be considered in isolation as
an alternative to US dollar measures that reflect current period
foreign currency exchange rates or to other financial or operating
measures presented in accordance with
US GAAP.
We believe evaluating certain financial and operating measures on a
constant currency basis is important as it excludes the impact of
foreign currency exchange rate fluctuations that are not indicative
of our core results of operations and are largely outside of our
control.
Seasonality
Our business is seasonal, with the highest percentage of UGG and
Koolaburra brand net sales occurring in the quarters ending
September 30th and December 31st and the highest percentage of Teva
and Sanuk brand net sales occurring in the quarters ending March
31st and June 30th. Net sales for the HOKA brand occur more evenly
throughout the year, reflecting the brand's year-round performance
product offerings. Due to the magnitude of the UGG brand relative
to our other brands,
our aggregate net sales in the quarters ending September 30th and
December 31st have historically significantly exceeded our
aggregate net sales in the quarters ending March 31st and June
30th. However, as we continue
to take steps to diversify and expand our product offerings by
creating more year-round styles, and as net sales of the HOKA brand
continue to increase as a percentage of our aggregate net
sales,
we have seen and expect to continue to see the impact from
seasonality decrease over time. However, our seasonality has been
impacted by supply chain challenges and it is unclear whether these
impacts will be minimized or exaggerated in future periods as a
result of these disruptions.
Refer to Note 14, "Quarterly Summary of Information (Unaudited),"
of our consolidated financial statements in Part IV within this
Annual Report for further information on our results of operations
by quarterly period.
Result of Operations
Year Ended March 31, 2023, Compared to Year Ended March 31,
2022.
Results of operations were as follows:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
2023 |
|
2022 |
|
Change |
|
Amount |
|
% |
|
Amount |
|
% |
|
Amount |
|
% |
Net sales |
$ |
3,627,286 |
|
|
100.0 |
% |
|
$ |
3,150,339 |
|
|
100.0 |
% |
|
$ |
476,947 |
|
|
15.1 |
% |
Cost of sales |
1,801,916 |
|
|
49.7 |
|
|
1,542,788 |
|
|
49.0 |
|
|
(259,128) |
|
|
(16.8) |
|
Gross profit |
1,825,370 |
|
|
50.3 |
|
|
1,607,551 |
|
|
51.0 |
|
|
217,819 |
|
|
13.5 |
|
Selling, general, and administrative expenses |
1,172,619 |
|
|
32.3 |
|
|
1,042,844 |
|
|
33.1 |
|
|
(129,775) |
|
|
(12.4) |
|
Income from operations |
652,751 |
|
|
18.0 |
|
|
564,707 |
|
|
17.9 |
|
|
88,044 |
|
|
15.6 |
|
Total other (income) expense, net |
(13,331) |
|
|
(0.4) |
|
|
69 |
|
|
— |
|
|
13,400 |
|
|
19,420.3 |
|
Income before income taxes |
666,082 |
|
|
18.4 |
|
|
564,638 |
|
|
17.9 |
|
|
101,444 |
|
|
18.0 |
|
Income tax expense |
149,260 |
|
|
4.1 |
|
|
112,689 |
|
|
3.6 |
|
|
(36,571) |
|
|
(32.5) |
|
Net income |
516,822 |
|
|
14.3 |
|
|
451,949 |
|
|
14.3 |
|
|
64,873 |
|
|
14.4 |
|
Total other comprehensive loss, net of tax |
(14,080) |
|
|
(0.4) |
|
|
(8,212) |
|
|
(0.2) |
|
|
(5,868) |
|
|
(71.5) |
|
Comprehensive income |
$ |
502,742 |
|
|
13.9 |
% |
|
$ |
443,737 |
|
|
14.1 |
% |
|
$ |
59,005 |
|
|
13.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
19.50 |
|
|
|
|
$ |
16.43 |
|
|
|
|
$ |
3.07 |
|
|
18.7 |
% |
Diluted |
$ |
19.37 |
|
|
|
|
$ |
16.26 |
|
|
|
|
$ |
3.11 |
|
|
19.1 |
% |
Net Sales.
Net sales by geographic location, and by brand and distribution
channel were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
2023 |
|
2022 |
|
Change |
|
Amount |
|
Amount |
|
Amount |
|
% |
Net sales by location |
|
|
|
|
|
|
|
Domestic |
$ |
2,451,497 |
|
|
$ |
2,167,793 |
|
|
$ |
283,704 |
|
|
13.1 |
% |
International |
1,175,789 |
|
|
982,546 |
|
|
193,243 |
|
|
19.7 |
|
Total |
$ |
3,627,286 |
|
|
$ |
3,150,339 |
|
|
$ |
476,947 |
|
|
15.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
2023 |
|
2022 |
|
Change |
|
Amount |
|
Amount |
|
Amount |
|
% |
Net sales by brand and channel |
|
|
|
|
|
|
|
UGG brand |
|
|
|
|
|
|
|
Wholesale |
$ |
1,004,356 |
|
|
$ |
1,088,082 |
|
|
$ |
(83,726) |
|
|
(7.7) |
% |
Direct-to-Consumer |
924,855 |
|
|
893,887 |
|
|
30,968 |
|
|
3.5 |
|
Total |
1,929,211 |
|
|
1,981,969 |
|
|
(52,758) |
|
|
(2.7) |
|
HOKA brand |
|
|
|
|
|
|
|
Wholesale |
925,877 |
|
|
628,674 |
|
|
297,203 |
|
|
47.3 |
|
Direct-to-Consumer |
487,039 |
|
|
262,920 |
|
|
224,119 |
|
|
85.2 |
|
Total |
1,412,916 |
|
|
891,594 |
|
|
521,322 |
|
|
58.5 |
|
Teva brand |
|
|
|
|
|
|
|
Wholesale |
149,111 |
|
|
129,094 |
|
|
20,017 |
|
|
15.5 |
|
Direct-to-Consumer |
33,950 |
|
|
33,643 |
|
|
307 |
|
|
0.9 |
|
Total |
183,061 |
|
|
162,737 |
|
|
20,324 |
|
|
12.5 |
|
Sanuk brand |
|
|
|
|
|
|
|
Wholesale |
27,678 |
|
|
30,316 |
|
|
(2,638) |
|
|
(8.7) |
|
Direct-to-Consumer |
10,288 |
|
|
12,779 |
|
|
(2,491) |
|
|
(19.5) |
|
Total |
37,966 |
|
|
43,095 |
|
|
(5,129) |
|
|
(11.9) |
|
Other brands |
|
|
|
|
|
|
|
Wholesale |
53,653 |
|
|
60,573 |
|
|
(6,920) |
|
|
(11.4) |
|
Direct-to-Consumer |
10,479 |
|
|
10,371 |
|
|
108 |
|
|
1.0 |
|
Total |
64,132 |
|
|
70,944 |
|
|
(6,812) |
|
|
(9.6) |
|
Total |
$ |
3,627,286 |
|
|
$ |
3,150,339 |
|
|
$ |
476,947 |
|
|
15.1 |
% |
|
|
|
|
|
|
|
|
Total Wholesale |
$ |
2,160,675 |
|
|
$ |
1,936,739 |
|
|
$ |
223,936 |
|
|
11.6 |
% |
Total Direct-to-Consumer |
1,466,611 |
|
|
1,213,600 |
|
|
253,011 |
|
|
20.8 |
|
Total |
$ |
3,627,286 |
|
|
$ |
3,150,339 |
|
|
$ |
476,947 |
|
|
15.1 |
% |
Total net sales increased primarily due to higher DTC channel net
sales for the HOKA and UGG brands, as well as higher wholesale
channel net sales for the HOKA and Teva brands, partially offset by
lower UGG brand domestic wholesale net sales. Further, we
experienced an increase of 15.4% in the total volume of pairs sold
to 59,100 from 51,200
compared to the prior period. These results include unfavorable
impacts from the strengthening of the US dollar on foreign sales.
On a constant currency basis, net sales increased by 18.4% compared
to the prior period. Drivers of significant changes in net sales,
compared to the prior period, were as follows:
•DTC
net sales increased primarily due to higher global net sales for
the HOKA and UGG brands, primarily driven by consumer acquisition
and retention online through higher demand across an assortment of
franchise road running updates as well as trail, hiking, and
fitness categories for the HOKA brand, and across our Classics
franchise derivatives and multi-use hybrid products for the UGG
brand. Comparable DTC net sales for the 52 weeks ended
April 2, 2023, increased by 23.1% compared to the prior year
period.
•Wholesale
net sales of the HOKA brand increased globally from gaining market
share with existing customer accounts along with increasing volume
shipped for select incremental door expansion within strategic
accounts, driven by higher demand across an assortment of franchise
road running updates, as well as trail and hiking
categories.
•Wholesale
net sales of the UGG brand decreased due to lower domestic net
sales, primarily driven by lapping the benefit of managing and
refilling existing marketplace inventory levels caused by supply
chain and pandemic related disruptions in the prior period. These
results include unfavorable impacts from the strengthening of the
US dollar on foreign sales.
•Wholesale
net sales of the Teva brand increased globally primarily driven by
higher international distributor shipments, as well as higher
domestic demand for the sport sandal category. These results
include lapping benefits from supply chain disruptions in the prior
period.
•International
net sales, which are included in the reportable operating segment
net sales presented above, increased by 19.7% and represented 32.4%
and 31.2% of total net sales for the years ended March 31, 2023,
and 2022, respectively.
These changes were primarily driven by higher net sales for the
HOKA and UGG brands, across international regions and channels, and
higher net sales for the Teva brand in the wholesale channel. These
results include unfavorable impacts from the strengthening of the
US dollar on foreign sales, primarily for the UGG HOKA, and Teva
brands.
Gross Profit.
Gross margin decreased to 50.3% from 51.0%, compared to the prior
period, primarily due to unfavorable changes in foreign currency
exchange rates, domestic promotional and closeout activity, and
higher ocean freight rates embedded in inventory sold. These
unfavorable margin pressures were partially offset by a decrease in
air freight usage relative to the prior period, favorable HOKA
brand mix shift that reflects domestic price increases, and
favorable channel mix shift to DTC.
Selling, General, and Administrative Expenses.
While we had
lower SG&A expenses as a percentage of net sales, the net
dollar increase in SG&A expenses, compared to the prior period,
was primarily the result of the following:
•Increased
payroll and related costs of approximately $52,000, including for
outside services, partially offset by lower performance-based
compensation.
•Increased
other variable net selling expenses of approximately $38,100,
primarily due to higher rent and occupancy expenses, materials and
supplies costs, credit card fees, sales commissions, and
warehousing fees.
•Increased
other operating expenses of approximately $20,100, primarily due to
higher travel expenses, IT expenses for programming and software
costs, depreciation expenses, and sample expenses, partially offset
by lower legal fees and net insurance premiums.
•Increased
variable advertising and promotion expenses of approximately
$15,700, primarily due to higher marketing expenses for the HOKA
brand to drive global brand awareness and market share gains,
highlight new product categories, and provide localized marketing,
partially offset by lower advertising and promotion expenses for
the UGG brand.
•Increased
allowances for trade accounts receivable of approximately $2,800,
primarily due to an increase in bad debt expense to account for
higher open accounts receivable balances.
•Increased
net foreign currency-related losses of $1,400, primarily driven by
remeasurements with unfavorable changes in Canadian and Asian
exchange rates against the US dollar.
Income from Operations.
Income (loss) from operations by reportable operating segment was
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
2023 |
|
2022 |
|
Change |
|
Amount |
|
Amount |
|
Amount |
|
% |
Income (loss) from operations |
|
|
|
|
|
|
|
UGG brand wholesale |
$ |
267,013 |
|
|
$ |
315,240 |
|
|
$ |
(48,227) |
|
|
(15.3) |
% |
HOKA brand wholesale |
285,257 |
|
|
155,344 |
|
|
129,913 |
|
|
83.6 |
|
Teva brand wholesale |
32,595 |
|
|
33,294 |
|
|
(699) |
|
|
(2.1) |
|
Sanuk brand wholesale |
2,891 |
|
|
6,463 |
|
|
(3,572) |
|
|
(55.3) |
|
Other brands wholesale |
(1,678) |
|
|
14,028 |
|
|
(15,706) |
|
|
(112.0) |
|
Direct-to-Consumer |
508,948 |
|
|
435,414 |
|
|
73,534 |
|
|
16.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
2023 |
|
2022 |
|
Change |
|
Amount |
|
Amount |
|
Amount |
|
% |
Unallocated overhead costs |
(442,275) |
|
|
(395,076) |
|
|
(47,199) |
|
|
(11.9) |
|
Total |
$ |
652,751 |
|
|
$ |
564,707 |
|
|
$ |
88,044 |
|
|
15.6 |
% |
The increase in total income from operations, compared to the prior
period, was primarily due to higher net sales and lower SG&A
expenses as a percentage of net sales, partially offset by lower
gross margins. Drivers of significant net changes in total income
from operations, compared to the prior period, were as
follows:
•The
increase in income from operations of HOKA brand wholesale was due
to higher global net sales at higher gross margins, combined with
lower SG&A expenses as a percentage of net sales.
•The
increase in income from operations of the DTC channel was due to
higher global net sales, primarily for the HOKA and UGG brands, at
lower gross margins, as well as lower DTC SG&A expenses as a
percentage of net sales.
•The
decrease in income from operations of UGG brand wholesale was due
to lower domestic and European net sales at lower gross margins,
combined with higher SG&A expenses as a percentage of net
sales.
•The
decrease in income from operations of Other brands wholesale was
due to lower Koolaburra brand domestic net sales at lower gross
margins, combined with higher SG&A expenses as a percentage of
net sales. These effects were further impacted by a write-off of
inventory for other brands.
•The
increase in unallocated overhead costs was due to higher payroll
costs, higher other variable net selling expenses, including
materials and supplies costs and warehousing fees, and higher other
operating expenses, including depreciation, IT, and travel
expenses.
Total Other (Income) Expense, Net.
Total other income, net, compared to the prior period, increased
due to higher interest income on invested cash balances driven by
higher average interest rates.
Income Tax Expense.
Income tax expense and our effective income tax rate were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
2023 |
|
2022 |
Income tax expense |
$ |
149,260 |
|
$ |
112,689 |
Effective income tax rate |
22.4 |
% |
|
20.0 |
% |
The net increase in our effective income tax rate compared to the
prior period was primarily driven by higher income from operations,
including changes in jurisdictional mix of worldwide income before
income taxes, as well as higher reserves for uncertain tax
positions for foreign audits, partially offset by higher net
discrete tax benefits.
Foreign income before income taxes was $198,851 and $168,270 and
worldwide income before income taxes was $666,082 and $564,638
during the years ended March 31, 2023, and 2022, respectively. The
slight net increase in foreign income before income taxes as a
percentage of worldwide income before income taxes, compared to the
prior period, was primarily due to lower foreign operating expenses
as a percentage of worldwide sales, partially offset by lower
foreign gross profit as a percentage of foreign net
sales.
For the years ended March 31, 2023, and 2022, we did not generate
significant pre-tax earnings from any countries which do not impose
a corporate income tax. A small portion of our unremitted
accumulated earnings of non-US subsidiaries, for which no US
federal or state income tax have been provided, are currently
expected to be reinvested outside of the US indefinitely. Such
earnings would become taxable upon the sale or liquidation of these
subsidiaries. Refer to the section titled “Liquidity” below for
further information.
Net Income.
The increase in net income, compared to the prior period, was
primarily due to higher net sales and lower SG&A expense as a
percentage of net sales, partially offset by lower gross margins.
Net income per share increased, compared to the prior period, due
to higher net income and lower weighted-average common shares
outstanding driven by stock repurchases.
Total Other Comprehensive Loss, Net of Tax.
The increase in total other comprehensive loss, net of tax,
compared to the prior period, was primarily due to higher foreign
currency translation losses relating to changes to our net asset
position for unfavorable Asian foreign currency exchange rates,
partially offset by favorable European foreign currency exchange
rates.
Liquidity
We finance our working capital and operating requirements using a
combination of cash and cash equivalents balances, cash provided
from ongoing operating activities and, to a lesser extent,
available borrowings under our revolving credit facilities. Our
working capital requirements begin when we purchase raw and other
materials and inventories and continue until we ultimately collect
the resulting trade accounts receivable. Given the historical
seasonality of our business, our working capital requirements
fluctuate significantly throughout the fiscal year, and we utilize
available cash to build inventory levels during certain quarters in
our fiscal year to support higher selling seasons. While the impact
of seasonality has been mitigated to some extent, we expect our
working capital requirements will continue to fluctuate from period
to period.
As of March 31, 2023, our cash and cash equivalents are $981,795.
We believe our cash and cash equivalents balances, cash provided
from ongoing operating activities, and available borrowings under
our revolving credit facilities, will provide sufficient liquidity
to enable us to meet our working capital requirements and
contractual obligations for at least the next 12
months.
Our liquidity may be impacted by a number of factors, including our
results of operations, the strength of our brands and market
acceptance of our products, impacts of seasonality and weather
conditions, our ability to respond to changes in consumer
preferences and tastes, the timing of capital expenditures and
lease payments, our ability to collect our trade accounts
receivables in a timely manner and effectively manage our
inventories, our ability to manage supply chain constraints, our
ability to respond to the impacts and disruptions caused by the
pandemic, and our ability to respond to macroeconomic, political
and legislative developments. We may require additional cash
resources due to changes in business conditions, strategic
initiatives, or stock repurchase strategy, a national or global
economic recession, or other future developments, including any
investments or acquisitions we may decide to pursue, although we do
not have any present commitments with respect to any such
investments or acquisitions.
If there are unexpected material impacts on our business in future
periods and we need to raise or conserve additional cash to fund
our operations, we may seek to borrow under our revolving credit
facilities, seek new or modified borrowing arrangements, or sell
additional debt or equity securities. The sale of convertible debt
or equity securities could result in additional dilution to our
stockholders, and equity securities may have rights or preferences
that are superior to those of our existing stockholders. The
incurrence of additional indebtedness would result in additional
debt service obligations, as well as covenants that would restrict
our operations and further encumber our assets. In addition, there
can be no assurance that any additional financing will be available
on acceptable terms, if at all. Although we believe we have
adequate sources of liquidity over the long term, factors such as a
prolonged or severe economic recession, inflationary pressure, or
significant supply chain disruptions could adversely affect our
business and liquidity.
Repatriation of Cash.
Our cash repatriation strategy, and by extension, our liquidity,
may be impacted by several additional considerations, which include
future changes to or interpretations of global tax law and
regulations, and our actual earnings in future periods. During the
year ended March 31, 2023, no cash and cash equivalents were
repatriated, however, during the year ended March 31, 2022,
$120,000 of cash was repatriated. As of March 31, 2023, and 2022,
we have $299,114 and $133,053, respectively, of cash and cash
equivalents held by foreign subsidiaries, a portion of which may be
subject to additional foreign withholding taxes if it were to be
repatriated. We continue to evaluate our cash repatriation strategy
and we currently anticipate repatriating current and future
unremitted earnings of non-US subsidiaries only to the extent they
have already been subject to US tax, if such cash is not required
to fund ongoing foreign operations. Refer to Note 5, "Income
Taxes," of our consolidated financial statements in Part IV within
this Annual Report for further information.
Stock Repurchase Program.
We continue to evaluate our capital allocation strategy, and to
consider further opportunities to utilize our global cash resources
in a way that will profitably grow our business, meet our strategic
objectives, and drive stockholder value, including by potentially
repurchasing additional shares of our common stock. On July 27,
2022, our Board of Directors approved an increase of $1,200,000 to
our stock repurchase authorization. As of March 31, 2023, the
aggregate remaining approved amount under our stock repurchase
program is $1,356,635. The stock repurchase program does not
obligate us to acquire any amount of common stock and may be
suspended at any time at our discretion. Refer to Note 10,
"Stockholders' Equity," of our consolidated financial statements in
Part IV within this Annual Report for further
information.
Capital Resources
Primary Credit Facility.
We maintain bank credit facilities for working capital and general
corporate purposes. In December 2022, we refinanced in full and
terminated our prior credit agreement originally entered into in
September 2018. The refinanced revolving credit facility agreement
is with Citibank, N.A. (Citibank), as administrative agent,
Comerica Bank, as sole syndication agent, and the lenders party
thereto (Credit Agreement).The
Credit Agreement provides for a five-year, $400,000 unsecured
revolving credit facility (Primary Credit
Facility),
contains a $25,000 sublimit for the issuance of letters of credit,
and matures on December 19, 2027, subject to extension on
early termination as described in the Credit Agreement. As of March
31, 2023, we have no outstanding balance, outstanding letters of
credit of $958, and available borrowings of $399,042 under our
Primary Credit Facility.
China Credit Facility.
Our revolving credit facility in China (China Credit Facility) is
an uncommitted revolving line of credit of up to CNY300,000, or
$43,672. As of March 31, 2023, we have no outstanding balance,
outstanding bank guarantees of $29, and available borrowings of
$43,643 under our China Credit Facility.
Japan Credit Facility.
Our revolving credit facility in Japan (Japan Credit Facility)
expired on January 31, 2023, and we cancelled the parent
guarantee. If borrowing needs arise, Deckers Japan is able to
borrow from one or more of our subsidiaries through intercompany
loans as permitted under the Primary Credit Facility.
Debt Covenants.
As of March 31, 2023, we are in compliance with all financial
covenants under our Primary Credit Facility and China Credit
Facility.
Refer to Note 6, "Revolving Credit Facilities," of our consolidated
financial statements in Part IV within this Annual Report for
further information on our capital resources.
Cash Flows
The following table summarizes the major components our
consolidated statements of cash flows for the periods
presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
2023 |
|
2022 |
|
Change |
|
Amount |
|
Amount |
|
Amount |
|
% |
Net cash provided by operating activities |
$ |
537,422 |
|
|
$ |
172,353 |
|
|
$ |
365,069 |
|
|
211.8 |
% |
Net cash used in investing activities |
(81,013) |
|
|
(51,009) |
|
|
(30,004) |
|
|
(58.8) |
|
Net cash used in financing activities |
(309,031) |
|
|
(367,482) |
|
|
58,451 |
|
|
15.9 |
|
Effect of foreign currency exchange rates on cash and cash
equivalents |
(9,110) |
|
|
304 |
|
|
(9,414) |
|
|
(3,096.7) |
|
Net change in cash and cash equivalents |
$ |
138,268 |
|
|
$ |
(245,834) |
|
|
$ |
384,102 |
|
|
156.2 |
% |
Operating Activities.
Our primary source of liquidity is net cash provided by operating
activities, which is primarily driven by our net income after
non-cash adjustments and changes in working capital. The increase
in net cash provided by operating activities during the year ended
March 31, 2023, compared to the prior period, was primarily due to
$271,694 of favorable changes in operating assets and liabilities
as well as $93,375 of favorable net income after non-cash
adjustments, including from favorable changes in deferred tax
expense, and depreciation, amortization, and accretion. The
favorable changes in operating assets and liabilities were
primarily due to net favorable changes in inventories, trade
accounts receivable, net, other accrued expenses, income tax
payable, and income tax receivable, partially offset by net
unfavorable changes in trade accounts payable and other
assets.
Significant impacts to working capital compared to the prior period
were primarily due to changes in the following:
(1) timing of purchases of inventories to support higher demand for
the HOKA brand and maintain global service levels to mitigate the
impacts of supply chain disruption;
(2) a higher rate of collections for trade accounts receivable,
net, on higher net sales, partially offset by higher trade accounts
receivable allowances; and
(3) lower net trade accounts payable due to timing of payments and
lower freight costs.
Investing Activities.
The increase in net cash used in investing activities during the
year ended March 31, 2023, compared to the prior period, was
primarily due to higher leasehold improvements for our warehouses
and DCs, capital expenditures for IT infrastructure and other
technology costs, and refreshes of existing and new retail
stores.
Financing Activities.
The decrease in net cash used in financing activities during the
year ended March 31, 2023, compared to the prior period, was
primarily due to lower stock repurchases at a lower price per
share.
Contractual Obligations
The following table summarizes our significant contractual
obligations as of March 31, 2023, and the effects of such
obligations in future periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
Total |
|
Less than
1 Year |
|
1-3 Years |
|
3-5 Years |
|
More than
5 Years |
Operating lease obligations (1) |
$ |
277,175 |
|
|
$ |
54,948 |
|
|
$ |
87,251 |
|
|
$ |
72,617 |
|
|
$ |
62,359 |
|
Purchase obligations for product (2) |
668,388 |
|
|
668,388 |
|
|
— |
|
|
— |
|
|
— |
|
Purchase obligations for commodities (3) |
175,099 |
|
|
80,462 |
|
|
94,637 |
|
|
— |
|
|
— |
|
Other purchase obligations (4) |
234,837 |
|
|
83,760 |
|
|
140,426 |
|
|
10,651 |
|
|
— |
|
Net unrecognized tax benefits (5) |
24,663 |
|
|
1,829 |
|
|
22,834 |
|
|
— |
|
|
— |
|
Total |
$ |
1,380,162 |
|
|
$ |
889,387 |
|
|
$ |
345,148 |
|
|
$ |
83,268 |
|
|
$ |
62,359 |
|
(1) Our operating lease commitments consist
primarily of building leases for our retail locations, warehouse
and DCs, and regional offices, and include the undiscounted cash
lease payments owed under the terms of our operating lease
agreements. In addition to the above operating lease commitments
outstanding, there is $19,506 of legally binding minimum lease
payments due pursuant to various retail store leases signed but not
yet commenced which are not recorded in our consolidated financial
statements as of March 31, 2023.
(2) Our purchase obligations for product consist mostly of open
purchase orders issued that we expect to fulfill in the ordinary
course of business. Outstanding purchase orders are primarily
issued to our third-party manufacturers and are expected to be paid
in less than a year. We can cancel a significant portion of the
purchase obligations under certain circumstances; however, the
occurrence of such circumstances is generally limited. As a result,
the amount does not necessarily reflect the dollar amount of our
binding commitments or minimum purchase obligations, and instead
reflects an estimate of our future payment commitments based on
information currently available. During fiscal year 2023, we
experienced lower logistics lead times and transit times from
origin to destination for our inventory, which resulted in reduced
reliance on advance purchase commitments for product, compared to
the prior period.
(3) Our purchase obligations for commodities include sheepskin,
wool (primarily for UGGpure), leather, and sugarcane derived resin
or EVA, and represent remaining commitments under existing supply
agreements, which are subject to minimum volume commitments
(collectively, commodity contracts). We expect purchases under
commodity contracts in the ordinary course of business will
eventually exceed the minimum commitment levels. There are $16,243
of deposits included in the amount above that have not been fully
consumed as of March 31, 2023, which are recorded in other assets
in the consolidated balance sheets. This amount reflects remaining
minimum commitments we expect will be consumed in future periods in
the ordinary course of business, and that any remaining deposits
are expected to become fully refundable or will be reflected as a
credit against purchases.
(4) Our other purchase obligations consist of non-cancellable
minimum commitments for 3PL provider arrangements, e-commerce
supply chain services, IT services, promotional expenses, sales
management services, and other commitments under service contracts,
which are required to be paid during our fiscal years ending March
31, 2024, through 2028. Amounts excluded from these other purchase
obligations include any capital expenditures that will be made
before the end of our next fiscal year, which we estimate will
range from approximately $110,000 to $120,000. We anticipate these
expenditures will primarily relate to the build-out of a third US
DC as well as upgrades to our existing warehouse and DCs, expanding
our global retail store fleet (including for the HOKA brand), IT
infrastructure and system upgrades, and upgrades to our existing
global office facilities. However, the actual amount of our future
capital expenditures may differ significantly from this estimate
depending on numerous factors, including the timing of facility
openings, as well as unforeseen needs to replace or refresh
existing assets.
(5) Net unrecognized tax benefits are gross unrecognized tax
benefits, less federal benefit for state income taxes, related to
uncertain tax positions taken in our income tax return that would
impact our effective tax rate, if recognized. As of March 31, 2023,
the timing of future cash outflows is highly uncertain related to
expirations of statute of limitations of
$18,856 and, since we are unable to make a reasonable estimate of
the period of cash settlement, it is excluded from the table above.
Refer to Note 5, "Income Taxes," of our consolidated financial
statements in Part IV within this Annual Report for further
information on our uncertain tax positions.
Refer to Note 7, "Commitments and Contingencies," of our
consolidated financial statements in Part IV within this Annual
Report for further information on our operating leases, purchase
obligations, capital expenditures, and other contractual
obligations and commitments.
Critical Accounting Policies and Estimates
Management must make certain estimates and assumptions that affect
the amounts reported in the consolidated financial statements,
based on historical experience, existing and known circumstances,
authoritative accounting pronouncements, and other factors that we
believe to be reasonable, but actual results could differ
materially from these estimates. The full impact of macroeconomic
factors on our business and operations, including inflationary
pressures, foreign currency exchange rate volatility, changes in
interest rates, changes in commodity pricing, and recessionary
concerns, is unknown and cannot be reasonably estimated. However,
management believes it has made appropriate accounting estimates in
accordance with
US GAAP
based on the facts and circumstances available as of the reporting
date, and actual results could differ materially from these
estimates and assumptions, which may result in material effects on
our financial condition, results of operations and
liquidity.
Refer to Note 1, "General," of our consolidated financial
statements in Part IV within this Annual Report for a discussion of
our significant accounting policies and use of estimates, as well
as the impact of recent accounting pronouncements.
Revenue Recognition.
Revenue is recognized when a performance obligation is completed at
a point in time and when the customer has obtained control. Control
passes to the customer when they have the ability to direct the use
of, and obtain substantially all the remaining benefits from, the
goods transferred. The amount of revenue recognized is based on the
transaction price, which represents the invoiced amount less known
actual amounts or estimates of variable consideration. We recognize
revenue and measure the transaction price net of taxes, including
sales taxes, use taxes, value-added taxes, and some types of excise
taxes, collected from customers and remitted to governmental
authorities. We present revenue gross of fees and sales
commissions. Sales commissions are expensed as incurred and are
recorded in SG&A expenses in the consolidated statements of
comprehensive income.
Wholesale and international distributor revenue are each recognized
either when products are shipped or when delivered, depending on
the applicable contract terms. Retail store and e-commerce revenue
are recognized at the point of sale and upon shipment,
respectively. Shipping and handling costs paid to third-party
shipping companies are recorded as cost of sales in the
consolidated statements of comprehensive income. Shipping and
handling costs are a fulfillment service, and, for certain
wholesale and all e-commerce transactions, revenue is recognized
when the customer is deemed to obtain control upon the date of
shipment.
Accounts Receivable Allowances.
The following table summarizes critical accounting estimates for
accounts receivable allowances and reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
2023 |
|
2022 |
|
Amount |
|
% of Gross
Trade Accounts
Receivable |
|
Amount |
|
% of Gross
Trade Accounts
Receivable |
Gross trade accounts receivable |
$ |
334,015 |
|
|
100.0 |
% |
|
$ |
333,279 |
|
|
100.0 |
% |
Allowance for doubtful accounts |
(10,576) |
|
|
(3.2) |
|
|
(9,044) |
|
|
(2.7) |
|
Allowance for sales discounts |
(5,656) |
|
|
(1.7) |
|
|
(2,831) |
|
|
(0.9) |
|
Allowance for chargebacks |
(16,272) |
|
|
(4.8) |
|
|
(18,716) |
|
|
(5.6) |
|
Trade accounts receivable, net |
$ |
301,511 |
|
|
90.3 |
% |
|
$ |
302,688 |
|
|
90.8 |
% |
Allowance for Doubtful Accounts.
We provide an allowance against trade accounts receivable for
estimated losses that may result from customers’ inability to pay.
We determine the amount of the allowance by analyzing known
uncollectible accounts, aged trade accounts receivable, economic
conditions and forecasts, historical experience, and the customers’
creditworthiness. Trade accounts receivable that are subsequently
determined to be uncollectible are charged or written off against
this allowance. The allowance includes specific allowances for
trade accounts, of which all or a portion are identified as
potentially uncollectible based on known or anticipated losses.
Additions to the allowance represent bad debt expense estimates
which are recorded in SG&A expenses in the consolidated
statements of comprehensive income.
Allowance for Sales Discounts.
We provide a trade accounts receivable allowance for sales
discounts for wholesale channel sales, which reflects a discount
that customers may take, generally based on meeting certain order,
shipment or prompt payment terms. We use the amount of the
discounts that are available to be taken against the period end
trade accounts receivable to estimate and record a corresponding
reserve for sales discounts. Additions to the allowance are
recorded against gross sales in the consolidated statements of
comprehensive income.
Allowance for Chargebacks.
We provide a trade accounts receivable allowance for chargebacks
and markdowns for wholesale channel sales. When customers pay their
invoices, they may take deductions against their invoices that can
include chargebacks for price differences, markdowns, short
shipments, and other reasons. Therefore, we record an allowance
primarily for known circumstances as well as unknown circumstances
based on historical trends related to the timing and amount of
chargebacks taken against customer invoices. Additions to the
allowance are recorded against gross sales or SG&A expenses in
the consolidated statements of comprehensive income.
Refer to Note 2, "Revenue Recognition," of our consolidated
financial statements in Part IV within this Annual Report for
further information regarding the components of variable
consideration, including allowances for doubtful accounts, sales
discounts, and chargebacks.
Sales Return Liability.
The following tables summarize estimates for our sales return
liability as a percentage of the most recent quarterly net sales by
channel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2023 |
|
2022 |
|
Amount |
|
% of Net Sales |
|
Amount |
|
% of Net Sales |
Net Sales |
|
|
|
|
|
|
|
Wholesale |
$ |
448,425 |
|
|
56.7 |
% |
|
$ |
448,848 |
|
|
61.0 |
% |
Direct-to-Consumer |
343,146 |
|
|
43.3 |
|
|
287,159 |
|
|
39.0 |
|
Total |
$ |
791,571 |
|
|
100.0 |
% |
|
$ |
736,007 |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
2023 |
|
2022 |
|
Amount |
|
% of Net Sales |
|
Amount |
|
% of Net Sales |
Sales Return Liability |
|
|
|
|
|
|
|
Wholesale |
$ |
(33,764) |
|
|
(7.5) |
% |
|
$ |
(31,082) |
|
|
(6.9) |
% |
Direct-to-Consumer |
(11,558) |
|
|
(3.4) |
|
|
(8,785) |
|
|
(3.1) |
|
Total |
$ |
(45,322) |
|
|
(5.7) |
% |
|
$ |
(39,867) |
|
|
(5.4) |
% |
Reserves are recorded for anticipated future returns of goods
shipped prior to the end of the reporting period. In general, we
accept returns for damaged or defective products for up to one
year. We also have a policy whereby returns are generally accepted
from customers and end consumers between 30 to 90 days from the
point of sale for cash or credit. Sales returns are a refund asset
for the right to recover the inventory and a refund liability for
the stand-ready right of return. Changes to the refund asset for
the right to recover the inventory are recorded against cost of
sales and changes to the refund liability are recorded against
gross sales in the consolidated statements of comprehensive income.
The refund asset for the right to recover the inventory is recorded
in other current assets and the related refund liability is
recorded in other accrued expenses in the consolidated balance
sheets.
The amounts of these reserves are determined based on several
factors, including known and actual returns, historical returns,
and any recent events that could result in a change from historical
return rates. For our wholesale channel, we base our estimate of
sales returns on any approved customer requests for returns,
historical returns experience, and any recent events that could
result in a change from historical returns rates, among other
factors. For our DTC channel and reportable operating segment, we
estimate sales returns using a lag compared to the same prior
period and consider historical returns experience and any recent
events that could result in a change from historical returns, among
other factors.
Inventories.
The following tables summarize estimates for our
inventories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
2023 |
|
2022 |
|
Amount |
|
% of Gross Inventory |
|
Amount |
|
% of Gross Inventory |
Gross Inventories |
$ |
566,778 |
|
|
100.0 |
% |
|
$ |
527,531 |
|
|
100.0 |
% |
Write-down of inventories |
(33,926) |
|
|
(6.0) |
|
|
(20,735) |
|
|
(3.9) |
|
Inventories |
$ |
532,852 |
|
|
94.0 |
% |
|
$ |
506,796 |
|
|
96.1 |
% |
Inventories, which are principally comprised of finished goods on
hand and in transit, are stated at the lower of cost (weighted
average) or net realizable value at each financial statement date.
Cost includes sourcing as well as inventory procurement costs,
including freight, duty, and handling fees which are subsequently
expensed to cost of sales. We review inventory on a regular basis
for excess, obsolete, and impaired inventory to evaluate
write-downs to the lower of cost or net realizable value. Net
realizable value is the estimated selling price in the ordinary
course of business, less reasonably predictable costs to
sell.
Operating Lease Assets and Lease Liabilities.
We recognize operating lease assets and lease liabilities in the
consolidated balance sheets on the lease commencement date, based
on the present value of the outstanding lease payments over the
reasonably certain lease term. The lease term includes the
non-cancelable period at the lease commencement date, plus any
additional periods covered by an option to extend (or not to
terminate) the lease that is reasonably certain to be exercised, or
an option to extend (or not to terminate) a lease that is
controlled by the lessor.
We discount unpaid lease payments using the interest rate implicit
in the lease or, if the rate cannot be readily determined, our
incremental borrowing rate (IBR). We cannot determine the interest
rate implicit in the lease because we do not have access to the
lessor's estimated residual value or the amount of the lessor's
deferred initial direct costs. Therefore, we derive a discount rate
at the lease commencement date by utilizing our IBR, which is based
on what we would have to pay on a collateralized basis to borrow an
amount equal to our lease payments under similar terms. Because we
do not currently borrow on a collateralized basis under our
revolving credit facilities, we use the interest rate we pay on our
non-collateralized borrowings under our Primary Credit Facility as
an input for deriving an appropriate IBR, adjusted for the amount
of the lease payments, the lease term, and the effect on that rate
of designating specific collateral with a value equal to the unpaid
lease payments for that lease.
Refer to Note 7, "Commitments and Contingencies," of our
consolidated financial statements in Part IV within this Annual
Report for further information, including more details of our
accounting policy elections and disclosures.
Definite-Lived Intangible and Other Long-Lived
Assets.
Definite-lived intangible and other long-lived assets, including
definite-lived trademarks, machinery and equipment, internal-use
software, operating lease assets and related leasehold
improvements, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset or asset group may not be recoverable. At least quarterly, we
evaluate factors that would necessitate an impairment assessment,
which include a significant adverse change in the extent or manner
in which an asset is used, a significant adverse change in legal
factors or the business climate that could affect the value of the
asset, or a significant decline in the observable market value of
an asset, among others.
When an impairment-triggering event has occurred, we test for
recoverability of the asset group’s carrying value using estimates
of undiscounted future cash flows based on the existing service
potential of the applicable asset group. In determining the service
potential of a long-lived asset group, we consider the remaining
useful life, cash-flow generating capacity, and physical output
capacity. These estimates include the undiscounted future cash
flows associated with future expenditures necessary to maintain the
existing service potential. These assets are grouped with other
assets and liabilities at the lowest level for which identifiable
cash flows are largely independent of the cash flows of other
assets and liabilities. If impaired, the asset or asset group is
written down to fair value based on either discounted future cash
flows or appraised values. An impairment loss, if any, would only
reduce the carrying amount of long-lived assets in the group based
on the fair value of the asset group.
We did not identify any definite-lived intangible asset triggering
events during the years ended March 31, 2023, and
2022.
During the years ended March 31, 2023, and 2022, we recorded
impairment charges of $2,817 and
$3,186, respectively, within our DTC reportable operating segment
in SG&A expenses in the consolidated statements of
comprehensive income for retail store-related operating lease and
other long-lived assets. These impairment charges were due to the
underperformance of certain retail stores that resulted in the
carrying value exceeding the estimated fair value, which is
determined based on an estimate of future discounted cash
flows.
Refer to Note 1, "General," and Note 3, "Goodwill and Other
Intangible Assets," of our consolidated financial statements in
Part IV within this Annual Report for further information on our
definite-lived intangible and other long-lived assets.
Income Taxes.
Income taxes are accounted for using the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to temporary differences
between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates that will be
in effect for the years in which those tax assets and liabilities
are expected to be realized or settled. We record a valuation
allowance to reduce deferred tax assets to the amount that is
believed more likely than not to be realized. We believe it is more
likely than not that forecasted income, together with future
reversals of existing taxable temporary differences, will be
sufficient to recover our deferred tax assets. In the event that we
determine all, or part of our net deferred tax assets are not
realizable in the future, we will record an adjustment to the
valuation allowance and a corresponding charge to earnings in the
period such determination is made.
The calculation of tax liabilities involves significant judgment in
estimating the impact of uncertainties in the application of
US GAAP
and complex tax laws. Resolution of these uncertainties in a manner
inconsistent with our expectations could have a material impact on
our financial condition and results of operations. We recognize tax
benefits from uncertain tax positions only if it is more likely
than not that the tax position will be sustained on examination by
the taxing authorities, based on the technical merits of the
position. The tax benefits recorded in the consolidated financial
statements from such positions are then measured based on the
largest benefit that has a greater than 50% likelihood of being
realized upon ultimate settlement.
We determine on a regular basis the amount of undistributed
earnings that will be indefinitely reinvested in our non-US
operations. This assessment is based on the cash flow projections
and operational and fiscal objectives of each of our US and foreign
subsidiaries. We have not changed our indefinite reinvestment
assertion of foreign earnings other than previously taxed earnings
and profits.
Refer to Note 5, "Income Taxes," of our consolidated financial
statements in Part IV within this Annual Report for further
information on our income taxes and tax strategy.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk
Commodity Price Risk
For the manufacturing of our products, we purchase from suppliers
certain raw materials that are affected by commodity prices, which
include sheepskin, wool (primarily for UGGpure), leather, and
sugarcane derived resin or EVA.
The supply of sheepskin, which is used to manufacture a significant
portion of the UGG brand products, is in high demand and there are
a limited number of suppliers that can meet our expectations for
the quantity and quality of sheepskin that we require. Most of our
sheepskin is purchased from two tanneries in China, which is
sourced primarily from Australia and the UK. While we have
experienced fairly stable pricing in recent years, historically
there have been significant fluctuations in the price of sheepskin
as the demand for this commodity from our consumers and our
competitors has changed. We believe significant factors affecting
the price of sheepskin include weather patterns, harvesting
decisions, incidence of disease, the price of other commodities
such as wool and leather, the demand for our products and the
products of our competitors, use of substitute products or
components, and global economic conditions. Any factors that
increase the demand for, or decrease the supply of, sheepskin could
cause significant increases in the price of sheepskin.
We typically fix prices for all of our raw and other materials with
firm pricing agreements on a seasonal basis. For sheepskin,
leather, and repurposed wool (or UGGpure), we use purchasing
contracts (and refundable deposits for certain sheepskin supply
agreements) to attempt to manage price volatility as an alternative
to hedging commodity prices. Recently, we have begun to enter into
purchasing contracts for sugarcane derived resin or EVA, which is
used to manufacture a significant portion of UGG brand products.
While EVA purchasing contracts do not typically require deposits
when minimum volumes are not fully consumed; they are typically
non-cancellable and subject to fees. The purchasing contracts and
other pricing arrangements we use for our commodities typically
result in purchase obligations which are not recorded in our
consolidated balance sheets. In the event of significant price
increases for these commodities, we will likely not be able to
adjust our selling prices sufficiently to eliminate the impact of
such increases on our profitability. We continue to evaluate our
pricing agreement strategy for our commodities, including
alternative bio-based materials.
Refer to the section titled “Contractual Obligations” above within
Part II, Item 7, “Management's Discussion and Analysis of Financial
Condition and Results of Operations,” and Note 7, "Commitments and
Contingencies," of our consolidated financial statements in Part IV
within this Annual Report for further information on our minimum
purchase obligations for commodities.
Foreign Currency Exchange Rate Risk
Fluctuations in currency exchange rates, primarily between the US
dollar and the currencies of Europe, Asia, Canada, and Latin
America, may affect our results of operations, financial position,
and cash flows. We face market risk to the extent foreign currency
exchange rate fluctuations affect our foreign assets, liabilities,
revenues, and expenses. Although most of our sales and inventory
purchases are denominated in US dollars, these sales and inventory
purchases may be impacted by fluctuations in the exchange rates
between the US dollar and local currencies in the international
markets where our products are sold and manufactured. We are
exposed to financial statement transaction gains and losses as a
result of remeasuring our monetary assets and liabilities that are
denominated in currencies other than our subsidiaries’ functional
currencies. We translate all assets and liabilities denominated in
foreign currencies into US dollars using the exchange rate as of
the end of the reporting period. Gains and losses resulting from
translating assets and liabilities from our subsidiaries'
functional currencies to US dollars are recorded in other
comprehensive income.
Foreign currency exchange rate fluctuations affect our results of
operations and can make comparisons from year to year more
difficult. Foreign currency exchange rate fluctuations had an
incremental negative impact on our results of operations for the
year ended March 31, 2023, when compared to the year ended March
31, 2022.
We hedge certain foreign currency exchange rate risks from existing
assets and liabilities, as well as forecasted sales. As our
international operations grow and we increase purchases and sales
in foreign currencies, we will continue to evaluate our hedging
strategy and may utilize additional derivative instruments to hedge
our foreign currency exchange rate risk. We do not use foreign
currency exchange rate forward contracts for trading
purposes.
As of March 31, 2023, a hypothetical 10.0% foreign currency
exchange rate fluctuation would have resulted in an immaterial
aggregate change to our consolidated statements of comprehensive
income during the year ended March 31, 2023, due to no outstanding
balances for derivative instruments. As of March 31, 2023, there
are no known factors that we would expect to result in a material
change in the general nature of our foreign currency exchange rate
risk exposure.
Refer to Note 9, "Derivative Instruments," of our consolidated
financial statements in Part IV within this Annual Report for
further information on our use of derivative
contracts.
Interest Rate Risk
Our market risk exposure with respect to our revolving credit
facilities is tied to changes in applicable interest rates,
including the adjusted Alternate Base Rate, the Secured Overnight
Financing Rate, the adjusted Euro InterBank Offered Rate, the
Sterling Overnight Index Average, and the Canadian Dollar Offered
Rate for our Primary Credit Facility, and the People’s Bank of
China market rate for our China Credit Facility.
A hypothetical 1.0% increase in interest rates for borrowings made
under our revolving credit facilities would have resulted in an
immaterial aggregate change to interest expense recorded in our
consolidated statements of comprehensive income during the year
ended March 31, 2023, due to no outstanding balances under our
revolving credit facilities.
Refer to Note 6, "Revolving Credit Facilities," of our consolidated
financial statements in Part IV within this Annual Report for
further information on our revolving credit
facilities.
Item 8. Financial Statements and Supplementary Data
The Consolidated Financial Statements, the Financial Statement
Schedule, and the Reports of Independent Registered Public
Accounting Firm, are filed in a separate section following Part IV,
as shown on the index under Item 15, “Exhibits and Financial
Statement Schedule,” within this Annual Report.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures, as
defined in Rule 13a-15(e) under the Exchange Act, which are
designed to provide reasonable assurance that information required
to be disclosed in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and forms. In
designing and evaluating our disclosure controls and procedures,
our management recognized that any system of controls and
procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control
objectives, as ours is designed to do, and management necessarily
is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. In addition, the
design of any system of controls is also based in part upon certain
assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Over time, controls
may become inadequate because of changes in conditions, or the
degree of compliance with policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.
Under the supervision and with the participation of management, we
conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of March 31,
2023. Based on that evaluation, our Principal Executive Officer
(PEO) and Principal Financial and Accounting Officer (PFAO)
concluded that our disclosure controls and procedures are effective
at a reasonable assurance level as of March 31, 2023.
Management’s Report on Internal Control Over Financial
Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule
13a-15(f) under the Exchange Act). Our internal control over
financial reporting is a process designed under the supervision of
our PEO and PFAO to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of our
financial statements for external reporting purposes in accordance
with
US GAAP.
Because of inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
As of March 31, 2023, our management, including our PEO and PFAO,
assessed the effectiveness of our internal control over financial
reporting using the criteria set forth in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (commonly referred to as COSO). Based on this
assessment, our management concluded that our internal control over
financial reporting was effective based on those criteria. The
registered public accounting firm that audited our consolidated
financial statements in Part IV within this Annual Report has
issued an attestation report on our internal control over financial
reporting. Refer to Part IV, “Report of Independent Registered
Public Accounting Firm - Internal Control Over Financial
Reporting,” on page F-4 within this Annual Report.
Internal Control Over Financial Reporting
There were no changes in our internal control over financial
reporting during the year ended March 31, 2023, that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting. Although we have
modified our workplace practices globally due to the pandemic,
resulting in most of our employees working remotely, this has not
materially affected our internal control over financial reporting.
We are continually monitoring and assessing the impacts and
disruptions caused by the pandemic to ensure there are no material
effects on the design and operating effectiveness of our internal
control over financial reporting.
Principal Executive Officer and Principal Financial and Accounting
Officer Certifications
The certifications of our PEO and PFAO required by Rule 13a-14(a)
of the Exchange Act are filed as Exhibit 31.1 and Exhibit 31.2, and
furnished as Exhibit 32, to this Annual Report. This Part II, Item
9A, should be read in conjunction with such certifications for a
more complete understanding of the topics presented.
PART III
Item 10. Directors, Executive Officers, and Corporate
Governance
The information required by this item will be disclosed in our
definitive proxy statement on Schedule 14A (Proxy Statement) for
our 2023 annual meeting of stockholders and is incorporated herein
by reference. Our Proxy Statement will be filed with the SEC within
120 days after the end of the year ended March 31, 2023, pursuant
to Regulation 14A under the Exchange Act.
Item 11. Executive Compensation
The information required by this item will be disclosed in the
Proxy Statement and is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The information required by this item will be disclosed in the
Proxy Statement and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions, and
Director Independence
The information required by this item will be disclosed in the
Proxy Statement and is incorporated herein by
reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be disclosed in the
Proxy Statement and is incorporated herein by
reference.
PART IV
Item 15. Exhibits and Financial Statement Schedule
Refer to Part IV, “Index to Consolidated Financial Statements and
Financial Statement Schedule,” on page F-1 within this Annual
Report for our Consolidated Financial Statements and the Reports of
Independent Registered Public Accounting Firm.
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit |
3.1 |
|
|
3.2 |
|
|
4.1 |
|
|
10.1
|
|
Credit Agreement, dated
December 19, 2022, by and among Deckers Outdoor Corporation,
Deckers Europe Limited, Deckers UK Ltd., Deckers Benelux B.V.,
Deckers Outdoor Canada ULC, Deckers Outdoor International Limited,
Deckers Coromar, LLC, DBrands SGP Pte. Ltd., Citibank, N.A., as
administrative agent, joint lead arranger and joint bookrunner,
Comerica Bank, as sole syndication agent, joint lead arranger and
joint bookrunner, HSBC Bank USA, National Association, as joint
lead arranger and joint bookrunner, and the lenders party
thereto
(Exhibit 10.1 to the Registrant’s Form 8-K filed on
December
21,
2022,
and incorporated by reference herein)
|
†10.2
|
|
|
10.3 |
|
|
†10.4
|
|
|
†10.5
|
|
|
†10.6
|
|
|
#10.7 |
|
|
#10.8 |
|
|
#10.9 |
|
|
#10.10 |
|
|
#10.11 |
|
|
#10.12 |
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit |
#10.13 |
|
|
#10.14 |
|
|
#10.15 |
|
|
#10.16 |
|
|
†#10.17
|
|
|
#10.18 |
|
|
†#10.19
|
|
|
†#10.20
|
|
|
#10.21 |
|
|
†#10.22
|
|
|
†#10.23
|
|
|
#10.24
|
|
|
†#10.25
|
|
|
*#10.26
|
|
|
†*#10.27
|
|
|
†*#10.28
|
|
|
*21.1 |
|
|
*23.1 |
|
|
*31.1 |
|
|
*31.2 |
|
|
**32.1 |
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit |
*101.INS |
|
Inline XBRL Instance Document (the instance document does not
appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document) |
*101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
*101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase
Document |
*101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase
Document |
*101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
*101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase
Document |
*104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith.
# Management contract or compensatory plan or
arrangement.
† Certain of the exhibits and schedules to this Exhibit Index have
been omitted in accordance with Item 601(a)(5) of Regulation S-K. A
copy of any omitted schedule or exhibit will be furnished to the
Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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DECKERS OUTDOOR CORPORATION
(Registrant) |
/s/ STEVEN J. FASCHING |
Steven J. Fasching
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Date: May 26, 2023
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
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/s/ DAVE POWERS |
Chief Executive Officer, President, and Director
(Principal Executive Officer) |
May 26, 2023 |
Dave Powers |
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/s/ STEVEN J. FASCHING |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
May 26, 2023 |
Steven J. Fasching |
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/s/ MICHAEL F. DEVINE, III |
Chairman of the Board |
May 26, 2023 |
Michael F. Devine, III |
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/s/ DAVID A. BURWICK |
Director |
May 26, 2023 |
David A. Burwick |
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/s/ NELSON C. CHAN |
Director |
May 26, 2023 |
Nelson C. Chan |
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/s/ CYNTHIA (CINDY) L. DAVIS |
Director |
May 26, 2023 |
Cynthia (Cindy) L. Davis |
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/s/ JUAN R. FIGUEREO |
Director |
May 26, 2023 |
Juan R. Figuereo |
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/s/ MAHA S. IBRAHIM |
Director |
May 26, 2023 |
Maha S. Ibrahim |
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/s/ VICTOR LUIS |
Director |
May 26, 2023 |
Victor Luis |
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/s/ LAURI M. SHANAHAN |
Director |
May 26, 2023 |
Lauri M. Shanahan |
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/s/ BONITA C. STEWART |
Director |
May 26, 2023 |
Bonita C. Stewart |
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
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Page |
Consolidated Financial Statements: |
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(KPMG
LLP,
Los Angeles, CA, Auditor Firm ID: 185)
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(KPMG LLP, Los Angeles, CA, Auditor Firm ID: 185)
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Consolidated Financial Statement Schedule: |
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All other schedules are omitted because they are not applicable, or
the required information is shown in the consolidated financial
statements or accompanying notes thereto.
Report of Independent Registered Public Accounting
Firm
To the Stockholders and Board of Directors
Deckers Outdoor Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of
Deckers Outdoor Corporation and subsidiaries (the Company) as of
March 31, 2023, and 2022, the related consolidated statements of
comprehensive income, stockholders’ equity, and cash flows for each
of the years in the three-year period ended March 31, 2023,
and the related notes and financial statement schedule
(collectively, the consolidated financial statements). In our
opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of
March 31, 2023, and 2022, and the results of its operations
and its cash flows for each of the years in the three-year period
ended March 31, 2023, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB),
the Company’s internal control over financial reporting as of March
31, 2023, based on criteria established in
Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated May 26, 2023 expressed an
unqualified opinion on the effectiveness of the Company’s internal
control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of
the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due
to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements. We
believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising
from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to
the audit and risk management committee and that: (1) relates to
accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of a critical
audit matter does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Wholesale sales return liability
As discussed in Note 1 and Note 2 to the consolidated financial
statements, the Company has recorded a sales return liability as of
March 31, 2023, of $45,322, of which $33,764 is related to the
wholesale channel. The Company records an allowance for anticipated
future returns of goods shipped prior to the end of the reporting
period. Amounts of these reserves are based on known and actual
returns, historical returns, and any recent events that could
result in a change from historical return rates.
We identified the evaluation of the wholesale sales return
liability as a critical audit matter. There was a high degree of
auditor judgment required to evaluate recent events that could
result in a change from historical return rates used to estimate
the wholesale sales return liability.
Report of Independent Registered Public Accounting
Firm
The following are the primary procedures we performed to address
this critical audit matter. We evaluated the design and tested the
operating effectiveness of certain internal controls related to the
Company’s process for estimating the wholesale sales return
liability, including controls related to the development of
estimated return rates. We evaluated the wholesale sales return
liability using a combination of Company internal data, known
recent trends, and actual and historical known information. We
analyzed the Company’s internal data and external correspondence to
assess adjustments made by management, if any, to historical return
rates based on consideration of recent events. We assessed the
Company’s ability to accurately estimate the wholesale sales return
liability by comparing the historically recorded sales return
liability to actual subsequent product returns. We also analyzed
actual product returns received after year-end but prior to the
issuance of the consolidated financial statements.
/s/ KPMG LLP
We have served as the Company’s auditor since 1992.
Los Angeles, California
May 26, 2023
Report of Independent Registered Public Accounting
Firm
To the Stockholders and Board of Directors
Deckers Outdoor Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Deckers Outdoor Corporation and subsidiaries’ (the
Company) internal control over financial reporting as of
March 31, 2023, based on criteria established in
Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission. In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of
March 31, 2023, based on criteria established in
Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated balance sheets of the Company as of March 31, 2023
and 2022, the related consolidated statements of comprehensive
income, stockholders’ equity, and cash flows for each of the years
in the three-year period ended March 31, 2023, and the related
notes and financial statement schedule (collectively, the
consolidated financial statements), and our report dated
May 26, 2023 expressed an unqualified opinion on those
consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting,
included in the accompanying
Management’s Report on Internal Control over Financial
Reporting.
Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We
are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material
respects. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial
Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ KPMG LLP
Los Angeles, California
May 26, 2023
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollar and share data amounts in thousands, except par
value)
|
|
|
|
|
|
|
|
|
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|
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As of March 31, |
|
2023 |
|
2022 |
ASSETS |
|
|
|
Cash and cash equivalents |
$ |
981,795 |
|
|
$ |
843,527 |
|
Trade accounts receivable, net of allowances ($32,504 and $30,591
as of March 31, 2023, and March 31, 2022, respectively)
(Note 2
and
Schedule II)
|
301,511 |
|
|
302,688 |
|
Inventories |
532,852 |
|
|
506,796 |
|
Prepaid expenses |
33,788 |
|
|
25,610 |
|
Other current assets |
55,523 |
|
|
55,264 |
|
Income tax receivable |
4,784 |
|
|
18,243 |
|
Total current assets |
1,910,253 |
|
|
1,752,128 |
|
Property and equipment, net of accumulated depreciation
($317,508
and $282,571 as of March 31, 2023, and March 31, 2022,
respectively) (Note 1
and
Note 13)
|
266,679 |
|
|
222,449 |
|
Operating lease assets |
213,302 |
|
|
182,459 |
|
|
13,990 |
|
|
13,990 |
|
Other intangible assets, net of accumulated amortization ($81,033
and $79,061 as of March 31, 2023, and March 31, 2022,
respectively) (Note 3)
|
37,457 |
|
|
39,688 |
|
Deferred tax assets, net (Note 5)
|
72,592 |
|
|
64,217 |
|
Other assets |
41,930 |
|
|
57,319 |
|
Total assets |
$ |
2,556,203 |
|
|
$ |
2,332,250 |
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
Trade accounts payable |
$ |
265,605 |
|
|
$ |
327,487 |
|
Accrued payroll |
63,781 |
|
|
67,553 |
|
Operating lease liabilities (Note 7)
|
50,765 |
|
|
50,098 |
|
Other accrued expenses |
86,753 |
|
|
81,400 |
|
Income tax payable |
17,322 |
|
|
12,426 |
|
Value added tax payable |
13,154 |
|
|
2,720 |
|
Total current liabilities |
497,380 |
|
|
541,684 |
|
|
|
|
|
Long-term operating lease liabilities (Note 7)
|
195,723 |
|
|
171,972 |
|
Income tax liability |
62,032 |
|
|
54,259 |
|
Other long-term liabilities |
35,335 |
|
|
25,510 |
|
Total long-term liabilities |
293,090 |
|
|
251,741 |
|
Commitments and contingencies (Note 7)
|
|
|
|
Stockholders' equity |
|
|
|
Common stock ($0.01 par value; 125,000 shares authorized; shares
issued and outstanding of 26,176 and 26,982 as of March 31,
2023, and March 31, 2022, respectively)
|
262 |
|
|
270 |
|
Additional paid-in capital |
232,932 |
|
|
210,825 |
|
Retained earnings |
1,571,574 |
|
|
1,352,685 |
|
Accumulated other comprehensive loss (Note 10)
|
(39,035) |
|
|
(24,955) |
|
Total stockholders' equity |
1,765,733 |
|
|
1,538,825 |
|
Total liabilities and stockholders' equity |
$ |
2,556,203 |
|
|
$ |
2,332,250 |
|
See accompanying notes to the consolidated financial
statements.
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollar and share data amounts in thousands, except per share
data)
|
|
|
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|
|
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|
|
|
|
|
|
|
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Years Ended March 31, |
|
2023 |
|
2022 |
|
2021 |
|
$ |
3,627,286 |
|
|
$ |
3,150,339 |
|
|
$ |
2,545,641 |
|
Cost of sales |
1,801,916 |
|
|
1,542,788 |
|
|
1,171,551 |
|
Gross profit |
1,825,370 |
|
|
1,607,551 |
|
|
1,374,090 |
|
Selling, general, and administrative expenses |
1,172,619 |
|
|
1,042,844 |
|
|
869,885 |
|
Income from operations
(Note 12)
|
652,751 |
|
|
564,707 |
|
|
504,205 |
|
Interest income |
(15,563) |
|
|
(1,901) |
|
|
(2,637) |
|
Interest expense |
3,442 |
|
|
2,083 |
|
|
6,028 |
|
Other income, net |
(1,210) |
|
|
(113) |
|
|
(700) |
|
Total other (income) expense, net |
(13,331) |
|
|
69 |
|
|
2,691 |
|
Income before income taxes |
666,082 |
|
|
564,638 |
|
|
501,514 |
|
Income tax expense (Note 5)
|
149,260 |
|
|
112,689 |
|
|
118,939 |
|
Net income |
516,822 |
|
|
451,949 |
|
|
382,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation (loss) gain |
(14,080) |
|
|
(8,212) |
|
|
8,816 |
|
Total other comprehensive (loss) income, net of tax |
(14,080) |
|
|
(8,212) |
|
|
8,816 |
|
Comprehensive income |
$ |
502,742 |
|
|
$ |
443,737 |
|
|
$ |
391,391 |
|
|
|
|
|
|
|
Net income per share |
|
|
|
|
|
Basic |
$ |
19.50 |
|
|
$ |
16.43 |
|
|
$ |
13.64 |
|
Diluted |
$ |
19.37 |
|
|
$ |
16.26 |
|
|
$ |
13.47 |
|
Weighted-average common shares outstanding
(Note 11)
|
|
|
|
|
|
Basic |
26,504 |
|
|
27,508 |
|
|
28,055 |
|
Diluted |
26,686 |
|
|
27,789 |
|
|
28,406 |
|
See accompanying notes to the consolidated financial
statements.
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-in Capital |
|
Retained Earnings |
|
Accumulated Other Comprehensive Loss |
|
Total Stockholders'
Equity |
|
Shares |
|
Amount |
|
|
|
|
Balance, March 31, 2020 |
27,999 |
|
|
$ |
280 |
|
|
$ |
191,451 |
|
|
$ |
973,948 |
|
|
$ |
(25,559) |
|
|
$ |
1,140,120 |
|
Stock-based compensation |
4 |
|
|
— |
|
|
22,695 |
|
|
— |
|
|
— |
|
|
22,695 |
|
Shares issued upon vesting |
107 |
|
|
1 |
|
|
1,501 |
|
|
— |
|
|
— |
|
|
1,502 |
|
Exercise of stock options |
107 |
|
|
1 |
|
|
6,774 |
|
|
— |
|
|
— |
|
|
6,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares withheld for taxes |
— |
|
|
— |
|
|
(19,111) |
|
|
— |
|
|
— |
|
|
(19,111) |
|
Repurchases of common stock (Note 10)
|
(307) |
|
|
(3) |
|
|
— |
|
|
(99,144) |
|
|
— |
|
|
(99,147) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
382,575 |
|
|
— |
|
|
382,575 |
|
Total other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8,816 |
|
|
8,816 |
|
Balance, March 31, 2021 |
27,910 |
|
|
279 |
|
|
203,310 |
|
|
1,257,379 |
|
|
(16,743) |
|
|
1,444,225 |
|
Stock-based compensation |
4 |
|
|
— |
|
|
26,780 |
|
|
— |
|
|
— |
|
|
26,780 |
|
Shares issued upon vesting |
83 |
|
|
1 |
|
|
1,990 |
|
|
— |
|
|
— |
|
|
1,991 |
|
Exercise of stock options |
29 |
|
|
— |
|
|
1,204 |
|
|
— |
|
|
— |
|
|
1,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares withheld for taxes |
— |
|
|
— |
|
|
(22,459) |
|
|
— |
|
|
— |
|
|
(22,459) |
|
Repurchases of common stock ( |