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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023March 31, 2024
or
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            

Commission File No. 000-51754

CROCS, INC.
(Exact name of registrant as specified in its charter)
Delaware 20-2164234
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
13601 Via Varra,500 Eldorado Blvd., Building 5, Broomfield, Colorado 8002080021
(Address, including zip code, of registrant’s principal executive offices)
(303) 848-7000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading symbol:Name of each exchange on which registered:
Common Stock, par value $0.001 per shareCROXThe Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    No 

As of October 26, 2023,April 30, 2024, Crocs, Inc. had 60,566,62360,702,500 shares of its common stock, par value $0.001 per share, outstanding.



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Cautionary Note Regarding Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Statements that refer to industry trends, projections of our future financial performance, anticipated trends in our business and other characterizations of future events or circumstances are forward-looking statements. These statements, which express management’s current views concerning future events or results, use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project,” “strive,” and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” “would,” and similar expressions or variations. Examples of forward-looking statements include, but are not limited to, statements we make regarding

our expectations regarding future trends, expectations, and performance of our business;
our expectations regarding the impact on our business of economic trends;
our belief that we have sufficient liquidity to fund our business operations during the next twelve months;
the amount and timing of our capital expenditures; and
our expectations about the impact of our strategic plans.

Forward-looking statements are subject to risks, uncertainties, and other factors, which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, those described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 20222023 and our subsequent filings with the Securities and Exchange Commission, including those described in the section entitled “Risk Factors” under Item 1A in this report. Caution should be taken not to place undue reliance on any such forward-looking statements. Moreover, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements, except as required by applicable law.
 

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Table of Contents
Crocs, Inc.
Table of Contents to the Quarterly Report on Form 10-Q
For the Quarterly Period Ended September 30, 2023March 31, 2024
 
PART I — Financial Information
 

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PART I — Financial Information
 
ITEM 1. Financial Statements
 
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(in thousands, except per share data)
 
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues$1,045,717 $985,094 $3,002,250 $2,609,823 
Cost of sales464,081 443,792 1,322,937 1,245,864 
Gross profit581,636 541,302 1,679,313 1,363,959 
Selling, general and administrative expenses307,784 277,239 852,044 733,255 
Income from operations273,852 264,063 827,269 630,704 
Foreign currency losses, net(1,770)(393)(1,622)(1,115)
Interest income506 31 1,225 219 
Interest expense(39,207)(34,142)(124,907)(86,357)
Other income (expense), net24 16 448 (512)
Income before income taxes233,405 229,575 702,413 542,939 
Income tax expense56,380 60,226 163,433 140,515 
Net income$177,025 $169,349 $538,980 $402,424 
Net income per common share:
Basic$2.90 $2.75 $8.74 $6.59 
Diluted$2.87 $2.72 $8.65 $6.51 
Weighted average common shares outstanding:
Basic61,143 61,693 61,670 61,042 
Diluted61,615 62,367 62,280 61,840 
Three Months Ended March 31,
20242023
Revenues$938,633 $884,166 
Cost of sales416,556 407,796 
Gross profit522,077 476,370 
Selling, general and administrative expenses295,648 241,442 
Income from operations226,429 234,928 
Foreign currency losses, net(2,273)(403)
Interest income416 171 
Interest expense(30,563)(42,637)
Other income (expense), net20 (293)
Income before income taxes194,029 191,766 
Income tax expense41,575 42,223 
Net income$152,454 $149,543 
Net income per common share:
Basic$2.52 $2.42 
Diluted$2.50 $2.39 
Weighted average common shares outstanding:
Basic60,564 61,836 
Diluted61,054 62,629 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands)

 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net income$177,025 $169,349 $538,980 $402,424 
Other comprehensive income (loss), net of tax:  
Derivatives designated as hedging instruments:
Unrealized gains (losses) on derivative instruments(363)568 (519)568 
Reclassification adjustment for realized (gains) losses on derivative instruments247 — 847 — 
Net increase (decrease) from derivatives designated as hedging instruments(116)568 328 568 
Foreign currency translation losses, net(17,564)(34,285)(12,421)(70,788)
Total comprehensive income, net of tax$159,345 $135,632 $526,887 $332,204 
 Three Months Ended March 31,
 20242023
Net income$152,454 $149,543 
Other comprehensive income (loss), net of tax: 
Derivatives designated as hedging instruments:
Unrealized gains (losses) on derivative instruments426 (379)
Reclassification adjustment for realized (gains) losses on derivative instruments(170)383 
Net increase (decrease) from derivatives designated as hedging instruments256 
Foreign currency translation gains (losses), net(11,413)3,953 
Total comprehensive income, net of tax$141,297 $153,500 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and par value amounts)
September 30,
2023
December 31,
2022
March 31,
2024
March 31,
2024
December 31,
2023
ASSETSASSETS  ASSETS  
Current assets:Current assets:  Current assets:  
Cash and cash equivalentsCash and cash equivalents$127,320 $191,629 
Restricted cash - currentRestricted cash - current
Accounts receivable, net of allowances of $27,305 and $24,493, respectively391,207 295,594 
Accounts receivable, net of allowances of $28,463 and $27,591, respectively
InventoriesInventories390,163 471,551 
Income taxes receivableIncome taxes receivable3,047 14,752 
Other receivablesOther receivables23,419 18,842 
Prepaid expenses and other assetsPrepaid expenses and other assets44,024 33,605 
Total current assetsTotal current assets979,182 1,025,975 
Property and equipment, net223,061 181,529 
Intangible assets, net of accumulated amortization of $142,661 and $125,014, respectively1,793,704 1,800,167 
Property and equipment, net of accumulated depreciation of $129,109 and $120,510, respectively
Intangible assets, net of accumulated amortization of $144,384 and $138,611, respectively
GoodwillGoodwill711,885 714,814 
Deferred tax assets, netDeferred tax assets, net527,678 528,278 
Restricted cashRestricted cash3,707 3,254 
Right-of-use assetsRight-of-use assets313,608 239,905 
Other assetsOther assets28,539 7,875 
Total assetsTotal assets$4,581,364 $4,501,797 
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY    
Current liabilities:Current liabilities:  Current liabilities:  
Accounts payableAccounts payable$209,890 $230,821 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities248,160 239,424 
Income taxes payableIncome taxes payable108,716 89,211 
Current borrowingsCurrent borrowings20,000 24,362 
Current operating lease liabilitiesCurrent operating lease liabilities61,111 57,456 
Total current liabilitiesTotal current liabilities647,877 641,274 
Deferred tax liabilities, netDeferred tax liabilities, net299,296 302,030 
Long-term income taxes payableLong-term income taxes payable226,006 224,837 
Long-term borrowingsLong-term borrowings1,918,668 2,298,027 
Long-term operating lease liabilitiesLong-term operating lease liabilities286,910 215,119 
Other liabilitiesOther liabilities2,349 2,579 
Total liabilitiesTotal liabilities3,381,106 3,683,866 
Commitments and contingenciesCommitments and contingenciesCommitments and contingencies
Stockholders’ equity:Stockholders’ equity:  Stockholders’ equity: 
Common stock, par value $0.001 per share, 250.0 million shares authorized, 110.0 million and 109.5 million issued, 60.8 million and 61.7 million outstanding, respectively110 110 
Treasury stock, at cost, 49.3 million and 47.7 million shares, respectively(1,863,567)(1,695,501)
Common stock, par value $0.001 per share, 250.0 million shares authorized, 110.3 million and 110.1 million issued, 60.7 million and 60.5 million outstanding, respectively
Common stock, par value $0.001 per share, 250.0 million shares authorized, 110.3 million and 110.1 million issued, 60.7 million and 60.5 million outstanding, respectively
Common stock, par value $0.001 per share, 250.0 million shares authorized, 110.3 million and 110.1 million issued, 60.7 million and 60.5 million outstanding, respectively
Treasury stock, at cost, 49.6 million and 49.6 million shares, respectively
Additional paid-in capitalAdditional paid-in capital821,120 797,614 
Retained earningsRetained earnings2,358,179 1,819,199 
Accumulated other comprehensive lossAccumulated other comprehensive loss(115,584)(103,491)
Total stockholders’ equityTotal stockholders’ equity1,200,258 817,931 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$4,581,364 $4,501,797 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)

Common StockTreasury StockAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
Common StockTreasury StockAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
SharesAmountSharesAmount
Balance at June 30, 202362,067 $110 47,825 $(1,707,136)$813,466 $2,181,154 $(97,904)$1,189,690 
Balance at December 31, 2023
Balance at December 31, 2023
Balance at December 31, 2023
Share-based compensationShare-based compensation— — — — 7,655 — — 7,655 
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxesExercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes102 — 52 (5,398)(1)— — (5,399)
Repurchases of common stock, including excise tax(1,391)— 1,391 (151,033)— — — (151,033)
Net income
Net income
Net incomeNet income— — — — — 177,025 — 177,025 
Other comprehensive lossOther comprehensive loss— — — — — — (17,680)(17,680)
Balance at September 30, 202360,778 $110 49,268 $(1,863,567)$821,120 $2,358,179 $(115,584)$1,200,258 
Balance at March 31, 2024

Common StockTreasury StockAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
Common StockTreasury StockAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
SharesAmountSharesAmount
Balance at June 30, 202261,627 $109 47,667 $(1,690,780)$783,862 $1,512,115 $(113,341)$491,965 
Balance at December 31, 2022
Balance at December 31, 2022
Balance at December 31, 2022
Share-based compensationShare-based compensation— — — — 7,888 — — 7,888 
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxesExercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes118 — 62 (4,683)— — — (4,683)
Net incomeNet income— — — — — 169,349 — 169,349 
Other comprehensive loss— — — — — — (33,717)(33,717)
Balance at September 30, 202261,745 $109 47,729 $(1,695,463)$791,750 $1,681,464 $(147,058)$630,802 
Net income
Net income
Other comprehensive income
Balance at March 31, 2023

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)

 Common StockTreasury StockAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
 SharesAmountSharesAmount
Balance at December 31, 202261,749 $110 47,730 $(1,695,501)$797,614 $1,819,199 $(103,491)$817,931 
Share-based compensation— — — — 23,507 — — 23,507 
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes420 — 147 (17,033)(1)— — (17,034)
Repurchases of common stock, including excise tax(1,391)— 1,391 (151,033)— — — (151,033)
Net income— — — — — 538,980 — 538,980 
Other comprehensive loss— — — — — — (12,093)(12,093)
Balance at September 30, 202360,778 $110 49,268 $(1,863,567)$821,120 $2,358,179 $(115,584)$1,200,258 

 Common StockTreasury StockAdditional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
 SharesAmountSharesAmount
Balance at December 31, 202158,330 $106 47,583 $(1,684,262)$496,036 $1,279,040 $(76,838)$14,082 
Share-based compensation— — — — 25,463 — — 25,463 
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes563 — 146 (11,201)(142)— — (11,343)
Share issuance at Acquisition2,852 — — 270,393 — — 270,396 
Net income— — — — — 402,424 — 402,424 
Other comprehensive loss— — — — — — (70,220)(70,220)
Balance at September 30, 202261,745 $109 47,729 $(1,695,463)$791,750 $1,681,464 $(147,058)$630,802 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Nine Months Ended September 30,
Three Months Ended March 31,Three Months Ended March 31,
20232022 20242023
Cash flows from operating activities:Cash flows from operating activities:  Cash flows from operating activities:  
Net incomeNet income$538,980 $402,424 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:  Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortizationDepreciation and amortization40,531 26,498 
Operating lease costOperating lease cost56,880 47,945 
Share-based compensationShare-based compensation23,507 25,463 
Share-based compensation
Share-based compensation
Asset impairment
Other non-cash items
Other non-cash items
Other non-cash items
Other non-cash items
7,411 12,568 
Changes in operating assets and liabilities, net of acquired assets and assumed liabilities:Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: 
Accounts receivableAccounts receivable(99,912)(166,864)
InventoriesInventories77,915 (139,682)
Prepaid expenses and other assetsPrepaid expenses and other assets(30,714)(20,526)
Accounts payable, accrued expenses and other liabilitiesAccounts payable, accrued expenses and other liabilities(4,935)51,608 
Right-of-use assets and operating lease liabilitiesRight-of-use assets and operating lease liabilities(54,287)(45,824)
Income taxesIncome taxes25,350 53,075 
Cash provided by operating activities580,726 246,685 
Cash provided by (used in) operating activities
Cash flows from investing activities:Cash flows from investing activities:  Cash flows from investing activities:  
Purchases of property, equipment, and softwarePurchases of property, equipment, and software(86,378)(89,588)
Acquisition of HEYDUDE, net of cash acquired— (2,046,881)
Other(90)(20)
Cash used in investing activities
Cash used in investing activities
Cash used in investing activitiesCash used in investing activities(86,468)(2,136,489)
Cash flows from financing activities:Cash flows from financing activities:  Cash flows from financing activities:  
Proceeds from borrowingsProceeds from borrowings214,634 2,240,677 
Proceeds from borrowings
Proceeds from borrowings
Repayments of borrowingsRepayments of borrowings(603,703)(350,285)
Deferred debt issuance costsDeferred debt issuance costs(1,736)(51,395)
Repurchases of common stock(150,013)— 
Repurchases of common stock for tax withholding
Repurchases of common stock for tax withholding
Repurchases of common stock for tax withholdingRepurchases of common stock for tax withholding(17,034)(11,439)
OtherOther— 95 
Cash provided by (used in) financing activitiesCash provided by (used in) financing activities(557,852)1,827,653 
Effect of exchange rate changes on cash, cash equivalents, and restricted cashEffect of exchange rate changes on cash, cash equivalents, and restricted cash(262)(8,821)
Net change in cash, cash equivalents, and restricted cashNet change in cash, cash equivalents, and restricted cash(63,856)(70,972)
Cash, cash equivalents, and restricted cash—beginning of periodCash, cash equivalents, and restricted cash—beginning of period194,885 216,925 
Cash, cash equivalents, and restricted cash—end of periodCash, cash equivalents, and restricted cash—end of period$131,029 $145,953 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CROCS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unless otherwise noted in this report, any description of the “Company,” “we,” “us,” or “our” includes Crocs, Inc. and our consolidated subsidiaries within our reportable operating segments and corporate operations. We are engaged in the design, development, worldwide marketing, distribution, and sale of casual lifestyle footwear and accessories for women, men, and children.all. We strive to be the global leader in the sale of casual footwear characterized by functionality, comfort, color, and lightweight design.

Our reportable operating segments include: (i) North America for the Crocs Brand operating throughout the United States and Canada; (ii) Asia Pacific for the Crocs Brand, operating throughout Asia, Australia, and New Zealand; (iii) Europe, Middle East, Africa, and Latin America (“EMEALA”) for the Crocs Brand; and (iv) the HEYDUDE Brand. See Note 1413 — Operating Segments and Geographic Information for additional information.

The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our wholly-owned subsidiaries and reflect all adjustments which are necessary for a fair statement of the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such unaudited condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

These unaudited condensed consolidated interim financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 20222023 (“Annual Report”) and have been prepared on a consistent basis with the accounting policies described in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report. Our accounting policies did not change during the ninethree months ended September 30, 2023,March 31, 2024, other than with respect to the new accounting pronouncements adopted, as applicable, as described in Note 2 — Recent Accounting Pronouncements.

Reclassifications

We have reclassified certain amounts in Note 43 — Accrued Expenses and Other Liabilities, Note 9 — Revenues, and Note 13 — Operating Segments and Geographic Information to conform to current period presentation.

Use of Estimates

U.S. GAAP requires us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. Management believes that the estimates, judgments, and assumptions made when accounting for items and matters such as, but not limited to, the allowance for doubtful accounts, customer rebates, sales returns and allowances, impairment assessments and charges, recoverability of long-lived assets, deferred tax assets, valuation allowances, uncertain tax positions, income tax expense, share-based compensation expense, the assessment of lower of cost or net realizable value on inventory, useful lives assigned to long-lived assets, depreciationgoodwill, and amortizationindefinite-lived intangible assets are reasonable based on information available at the time they are made. To the extent there are differences between these estimates and actual results, our condensed consolidated financial statements may be materially affected.


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Condensed Consolidated Statements of Cash Flows - Supplemental Disclosures

Nine Months Ended September 30,
20232022
(in thousands)
Cash paid for interest$125,130 $89,080 
Cash paid for income taxes141,393 89,306 
Cash paid for operating leases53,679 45,192 
Non-Cash Investing and Financing Activities:
Right-of-use assets obtained in exchange for operating lease liabilities, net of terminations$122,534 $96,292 
Accrued purchases of property, equipment, and software (1)
9,445 6,341 
Share issuance at Acquisition (2)
— 270,396 
(1) In the three months ended September 30, 2023, management identified an error in its quarterly condensed consolidated statement of cash flows for the nine months ended September 30, 2022 of $73.8 million within the amount reported in ‘Accrued purchases of property, equipment, and software.’ This amount represents noncash investing activity and had no impact on cash flows from operating, investing, or financing activities. We have corrected this amount here for the nine months ended September 30, 2022. Management has evaluated the materiality of this error from quantitative and qualitative perspectives and concluded the error was not material to the prior period.
(2) On February 17, 2022 (the “Acquisition Date”), we acquired (the “Acquisition”) 100% of the equity of a privately-owned casual footwear brand business (“HEYDUDE”), pursuant to a securities purchase agreement (the “SPA”) entered into on December 22, 2021.
Three Months Ended March 31,
20242023
(in thousands)
Cash paid for interest$35,054 $47,729 
Cash paid for income taxes18,122 8,011 
Cash paid for operating leases21,364 17,436 
Non-Cash Investing and Financing Activities:
Right-of-use assets obtained in exchange for operating lease liabilities, net of terminations$15,386 $9,108 
Accrued purchases of property, equipment, and software9,640 11,720 

2. RECENT ACCOUNTING PRONOUNCEMENTS
 
New Accounting Pronouncement Adopted

Income Taxes

The CHIPS and Science Act of 2022 (“CHIPS”) and the Inflation Reduction Act of 2022 (“IRA”) were signed into law on August 9, 2022 and August 16, 2022, respectively. The legislation introduces new options for monetizing certain credits, a corporate alternative minimum tax, and a stock repurchase excise tax. The corporate alternative minimum tax and stock repurchase excise tax were effective as of January 1, 2023 and are the main provisions that are applicable to us. The Company is currently monitoring the impact of both the CHIPS and IRA but does not expect that any of the provisions included in these acts would result in a material impact to our deferred tax assets, liabilities, or income taxes payable. Additionally, we resumed our share repurchase program in July 2023. As such, we began recognizing an accrual for the stock repurchase excise tax, which did not have a material impact on our consolidated financial position.

New Accounting Pronouncement Not Yet Adopted

Pillar Two Global Minimum Tax

On October 8, 2021, theThe Organization for Economic Co-operation and Development (“OECD”) released a statement on the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which agreed to a two-pillar solution to address tax challenges of the digital economy. On December 20, 2021, the OECDhas released Pillar Two model rules definingintroducing a 15% global minimum tax rate for large multinational corporations. Thecorporations to be effective starting with tax periods ending in 2024. Various jurisdictions we operate in have enacted or plan to enact legislation beginning in 2024 or in subsequent years. There remains uncertainty as to the final Pillar Two rules as the OECD continues to release additional guidance and countries are implementing legislation with widespread adoption ofmodifications to the rules. We do not anticipate the Pillar Two Framework expected by 2024. We are continuing to evaluate the Pillar Two Framework and its potentialrules will have a material impact on future periods.our 2024 consolidated financial statements.

Income Taxes: Improvements to Income Tax Disclosure

In December 2023, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance related to the disclosure of rate reconciliation and income taxes paid. This guidance becomes effective for annual periods beginning after December 15, 2024 with early adoption permitted and should be applied on a prospective basis. We do not expect this standard to have a material impact on our consolidated financial statements, but it will require increased disclosures within the notes to our consolidated financial statements.

Segment Reporting: Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued authoritative guidance related to the segment disclosures. This guidance becomes effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with early adoption permitted and should be applied on a retrospective basis. We do not expect this standard to have a material impact on our consolidated financial statements, but it will require increased disclosures within the notes to our consolidated financial statements.

Other new pronouncements issued but not effective until after September 30, 2023March 31, 2024 are not expected to have a material impact on our condensed consolidated financial statements.

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3. PROPERTY AND EQUIPMENT, NET

‘Property and equipment, net’ consists of the following:
September 30, 2023December 31, 2022
 (in thousands)
Machinery and equipment$161,627 $146,821 
Leasehold improvements92,825 76,363 
Construction-in-progress54,931 28,699 
Furniture, fixtures, and other32,377 26,782 
Property and equipment341,760 278,665 
Less: Accumulated depreciation and amortization(118,699)(97,136)
Property and equipment, net$223,061 $181,529 

4. ACCRUED EXPENSES AND OTHER LIABILITIES
 
Amounts reported in ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheets were:
March 31, 2024March 31, 2024December 31, 2023
September 30, 2023December 31, 2022 (in thousands)
(in thousands)
Professional services
Accrued compensation and benefitsAccrued compensation and benefits$60,150 $55,474 
Professional services62,958 45,351 
Fulfillment, freight, and duties29,797 41,646 
Return liabilitiesReturn liabilities24,946 27,651 
Sales/use and value added taxes payableSales/use and value added taxes payable26,736 27,249 
Royalties payable and deferred revenue12,297 10,528 
Fulfillment, freight, and duties
Royalties payable (1)
Accrued rent and occupancyAccrued rent and occupancy8,724 8,972 
Customer deposit liability and deferred revenue (1)
Accrued legal fees (1)
Accrued legal fees (1)
4,251 2,602 
Other (1)
Other (1)
18,301 19,951 
Total accrued expenses and other liabilitiesTotal accrued expenses and other liabilities$248,160 $239,424 
(1) Amounts as of December 31, 20222023 have been reclassified to conform to current period presentation.

5.4. LEASES

Right-of-Use Assets and Operating Lease Liabilities

Amounts reported in the condensed consolidated balance sheets were:
September 30, 2023December 31, 2022
(in thousands)
March 31, 2024March 31, 2024December 31, 2023
(in thousands)(in thousands)
Assets:Assets:
Right-of-use assets
Right-of-use assets
Right-of-use assetsRight-of-use assets$313,608 $239,905 
Liabilities:Liabilities:
Current operating lease liabilitiesCurrent operating lease liabilities$61,111 $57,456 
Current operating lease liabilities
Current operating lease liabilities
Long-term operating lease liabilitiesLong-term operating lease liabilities286,910 215,119 
Total operating lease liabilitiesTotal operating lease liabilities$348,021 $272,575 

We expect to move from our current corporate headquarters in the three months ended December 31, 2023. As of September 30, 2023, we estimated impairment losses of up to a maximum of approximately $16 million to our right-of-use-asset and property and equipment associated with our current corporate headquarters to be recognized in the three months ended December 31, 2023. This estimate is subject to change in the near term.
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Lease Costs and Other Information

Lease-related costs reported within ‘Cost of sales’ and ‘Selling, general and administrative expenses’ in our condensed consolidated statements of income were:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(in thousands)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
(in thousands)
(in thousands)
(in thousands)
Operating lease costOperating lease cost$20,288 $17,058 $56,880 $47,945 
Short-term lease costShort-term lease cost3,102 2,490 10,336 7,493 
Short-term lease cost
Short-term lease cost
Variable lease cost
Variable lease cost
Variable lease costVariable lease cost15,130 12,161 35,248 28,726 
Total lease costsTotal lease costs$38,520 $31,709 $102,464 $84,164 
Total lease costs
Total lease costs

The weighted average remaining lease term and discount rate related to our lease liabilities as of September 30, 2023March 31, 2024 were 7.26.9 years and 5.5%6.2%, respectively. As of September 30, 2022,March 31, 2023, the weighted average remaining lease term and discount rate related to our lease liabilities were 7.26.7 years and 3.6%4.0%, respectively.

We impaired our right-of-use assets for our former HEYDUDE Brand warehouses in Las Vegas, Nevada and our former Crocs Brand warehouse in Oudenbosch, the Netherlands, as described in Note 5 — Fair Value Measurements.

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Maturities

The maturities of our operating lease liabilities were:
As of
September 30, 2023
(in thousands)
2023 (remainder of year)$13,269 
202476,434 
As of
March 31, 2024
As of
March 31, 2024
(in thousands)(in thousands)
2024 (remainder of year)
2025202560,750 
2026202652,309 
2027202745,767 
2028
ThereafterThereafter179,532 
Total future minimum lease paymentsTotal future minimum lease payments428,061 
Less: imputed interestLess: imputed interest(80,040)
Total operating lease liabilitiesTotal operating lease liabilities$348,021 

6.5. FAIR VALUE MEASUREMENTS
 
Recurring Fair Value Measurements
 
All of our derivative instruments are classified as Level 2 of the fair value hierarchy and are reported in the condensed consolidated balance sheets within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ at September 30, 2023March 31, 2024 and December 31, 2022.2023. The fair values of our derivative instruments were an insignificant asset and insignificant liability at September 30, 2023March 31, 2024 and an insignificant asset and insignificant liability at December 31, 2022.2023. See Note 76 — Derivative Financial Instruments for more information.

The carrying amounts of our cash, cash equivalents, and restricted cash, accounts receivable, accounts payable, current accrued expenses and other liabilities, and our Asia revolving facilitiesCitibank Facility approximate their fair value as recorded due to the short-term maturity of these instruments.

Our borrowing instruments are recorded at their carrying values in the condensed consolidated balance sheets, which may differ from their respective fair values. The Term Loan B Facility (as defined below) and the Notes (as defined below) are classified as Level 1 of the fair value hierarchy and are reported in our condensed consolidated balance sheet at face value, less unamortized issuance costs. The fair value of our Revolving Facility (as defined below) approximates its carrying value at
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September 30, 2023 March 31, 2024 and December 31, 20222023 based on interest rates currently available to us for similar borrowings. The carrying value and fair value of our borrowing instruments as of September 30, 2023March 31, 2024 and December 31, 20222023 were:

September 30, 2023December 31, 2022
Carrying ValueFair ValueCarrying ValueFair Value
(in thousands)
March 31, 2024March 31, 2024December 31, 2023
Carrying ValueCarrying ValueFair ValueCarrying ValueFair Value
(in thousands)(in thousands)
Term Loan B FacilityTerm Loan B Facility$1,090,000 $1,094,088 $1,675,000 $1,642,547 
2029 Notes2029 Notes350,000 290,210 350,000 297,596 
2031 Notes2031 Notes350,000 270,643 350,000 284,240 
Revolving FacilityRevolving Facility200,000 200,000 — — 

Non-Financial Assets and Liabilities

Our non-financial assets, which primarily consist of property and equipment, right-of-use assets, goodwill, and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value.


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The fair values of these assets are determined, as required, based on Level 3 measurements, including estimates of the amount and timing of future cash flows based upon historical experience, expected market conditions, and management’s plans. We recorded impairments within ‘Selling, general and administrative expenses’ in our condensed consolidated statements of income as follows:
Three Months Ended March 31,
20242023
(in thousands)
Information technology systems impairment (1)
$18,172 $— 
Right-of-use assets impairment (2)
5,909 — 
Total asset impairments$24,081 $— 
(1) During the three months ended March 31, 2024, we recognized an impairment charge for information technology systems related to the HEYDUDE integration of $17.4 million to prepaid assets and $0.8 million to intangible assets.
(2) During the three months ended March 31, 2024, we recognized an impairment of $5.5 million for our former HEYDUDE Brand warehouses in Las Vegas, Nevada and $0.4 million for our former Crocs Brand warehouse in Oudenbosch, the Netherlands.

7.6. DERIVATIVE FINANCIAL INSTRUMENTS
 
We transact business in various foreign entities and are therefore exposed to foreign currency exchange rate risk that impacts the reported U.S. Dollar (“USD”) amounts of revenues, expenses, and certain foreign currency monetary assets and liabilities. In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in earnings caused by fluctuations in foreign exchange rates, we may enter into forward contracts to buy and sell foreign currency. By policy, we do not enter into these contracts for trading purposes or speculation.

Counterparty default risk is considered low because the forward contracts we enter into are over-the-counter instruments transacted with highly-rated financial institutions. We were not required to and did not post collateral as of September 30, 2023March 31, 2024 or December 31, 2022.2023.

Our derivative instruments are recorded at fair value as a derivative asset or liability in the condensed consolidated balance sheets within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ at September 30, 2023March 31, 2024 and December 31, 2022.2023. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain components of its risk, even though hedge accounting does not apply, or we elect not to apply hedge accounting.

We report derivative instruments with the same counterparty on a net basis when a master netting arrangement is in place. For the condensed consolidated statements of cash flows, we classify cash flows from derivative instruments at settlement in the same category as the cash flows from the related hedged items within ‘Cash provided by (used in) operating activities.’

As of September 30, 2023,March 31, 2024, we have derivatives not designated as hedging instruments (“non-hedged derivatives”), which consist of foreign currency forward contracts primarily used to hedge monetary assets and liabilities denominated in non-functional currencies. For our non-hedged derivatives, changes in fair value are recognized within ‘Foreign currency gains (losses),losses, net’ in the condensed consolidated statements of income.

We also have cash flow hedges (“hedged derivatives”) as of September 30, 2023.March 31, 2024. We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. Dollar. Specifically, we have subsidiaries that transact in currencies other than their functional currency. We use cash flow hedges to minimize the variability in cash flows caused by fluctuations in foreign currency exchange rates related to our external sales and external purchases of inventory. Currency forward agreements involve fixing the exchange rates for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close to their settlement date. We may
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also use currency option contracts under which we will pay a premium for the right to sell a specified amount of a foreign currency prior to the maturity date of the option.

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For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in ‘Accumulated other comprehensive loss’ in the condensed consolidated balance sheets. In the period during which the hedged transaction affects earnings, the related gain or loss is subsequently reclassified to ‘Revenues’ or ‘Cost of sales’ in the condensed consolidated statement of income, which is consistent with the nature of the hedged transaction. During the three and nine months ended September 30, 2023,March 31, 2024, there was a gain of $0.3$0.2 million and loss of $0.5 million, respectively, recognized due to reclassification from ‘Accumulated other comprehensive loss’ to ‘Revenues’ or ‘Cost of sales’ related to our hedged derivatives. During the next twelve months, we estimate that a lossgain of approximately less than $0.1$0.3 million will be reclassified to our condensed consolidated statement of income.

The fair values of derivative assets and liabilities, net, all of which are classified as Level 2, reported within either ‘Accrued expenses and other liabilities’ or ‘Prepaid expenses and other assets’ in the condensed consolidated balance sheets, were:
September 30, 2023December 31, 2022
Derivative AssetsDerivative LiabilitiesDerivative AssetsDerivative Liabilities
(in thousands)
March 31, 2024March 31, 2024December 31, 2023
Derivative AssetsDerivative AssetsDerivative LiabilitiesDerivative AssetsDerivative Liabilities
(in thousands)(in thousands)
Non-hedged derivatives:Non-hedged derivatives:
Forward foreign currency exchange contractsForward foreign currency exchange contracts$3,159 $(3,626)$345 $(360)
Forward foreign currency exchange contracts
Forward foreign currency exchange contracts
Hedged derivatives:Hedged derivatives:
Cash flow foreign currency contracts
Cash flow foreign currency contracts
Cash flow foreign currency contractsCash flow foreign currency contracts(30)348 (1,116)
Total derivativesTotal derivatives3,164 (3,656)693 (1,476)
Netting of counterparty contractsNetting of counterparty contracts(3,164)3,164 (345)345 
Total derivatives, net of counterparty contractsTotal derivatives, net of counterparty contracts$— $(492)$348 $(1,131)

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The notional amounts of outstanding foreign currency forward exchange contracts presented below report the total U.S. Dollar equivalent position and the net contract fair values for each foreign currency position.
September 30, 2023December 31, 2022
NotionalFair ValueNotionalFair Value
(in thousands)
March 31, 2024March 31, 2024December 31, 2023
NotionalNotionalFair ValueNotionalFair Value
(in thousands)(in thousands)
Non-hedged derivatives:Non-hedged derivatives:
Singapore DollarSingapore Dollar$48,296 $(1,652)$26,760 $207 
Singapore Dollar
Singapore Dollar
Euro
British Pound Sterling
South Korean Won
Indian RupeeIndian Rupee15,517 104 24,945 (10)
South Korean Won16,823 1,094 18,403 (320)
British Pound Sterling22,702 1,380 14,509 128 
Japanese YenJapanese Yen5,407 370 8,953 
Euro32,684 (1,919)5,068 (29)
Other currenciesOther currencies2,735 156 — — 
Total non-hedged derivativesTotal non-hedged derivatives144,164 (467)98,638 (15)
Hedged derivatives:Hedged derivatives:
EuroEuro10,143 51,914 (360)
Euro
Euro
British Pound SterlingBritish Pound Sterling4,874 (17)23,025 235 
South Korean WonSouth Korean Won2,317 (1)12,285 (756)
Indian RupeeIndian Rupee3,770 (12)7,203 113 
Chinese Yuan
Total hedged derivativesTotal hedged derivatives21,104 (25)94,427 (768)
Total derivativesTotal derivatives$165,268 $(492)$193,065 $(783)
Latest maturity date, non-hedged derivativesLatest maturity date, non-hedged derivativesOctober 2023April 2023
Latest maturity date, non-hedged derivatives
Latest maturity date, non-hedged derivativesApril 2024January 2024
Latest maturity date, hedged derivativesLatest maturity date, hedged derivativesDecember 2023June 2023Latest maturity date, hedged derivativesDecember 2024December 2024

Amounts reported in ‘Foreign currency losses, net’ in the condensed consolidated statements of income include both realized and unrealized gains (losses) from foreign currency transactions and derivative contracts and were:
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(in thousands)
Non-hedged derivatives:
(in thousands)
Foreign currency transaction lossesForeign currency transaction losses$(781)$(2,126)$(1,150)$(6,178)
Foreign currency forward exchange contracts gains (losses)Foreign currency forward exchange contracts gains (losses)(989)1,733 (472)5,063 
Foreign currency forward exchange contracts gains (losses)
Foreign currency forward exchange contracts gains (losses)
Foreign currency losses, netForeign currency losses, net$(1,770)$(393)$(1,622)$(1,115)
Foreign currency losses, net
Foreign currency losses, net

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8.7. BORROWINGS
 
Our long-term borrowings were as follows:
MaturityStated Interest RateEffective Interest RateSeptember 30, 2023December 31, 2022
(in thousands)
MaturityMaturityStated Interest RateEffective Interest RateMarch 31, 2024December 31, 2023
(in thousands)(in thousands)
Notes issuance of $350.0 millionNotes issuance of $350.0 million20294.250 %4.64 %$350,000 $350,000 
Notes issuance of $350.0 millionNotes issuance of $350.0 million20314.125 %4.35 %350,000 350,000 
Term Loan B FacilityTerm Loan B Facility20291,090,000 1,675,000 
Revolving FacilityRevolving Facility200,000 — 
Total face value of long-term borrowingsTotal face value of long-term borrowings1,990,000 2,375,000 
Less:Less:
Unamortized issuance costsUnamortized issuance costs51,332 56,973 
Unamortized issuance costs
Unamortized issuance costs
Current portion of long-term borrowings (1)
Current portion of long-term borrowings (1)
20,000 20,000 
Total long-term borrowingsTotal long-term borrowings$1,918,668 $2,298,027 
(1) Represents the current portion of the borrowings under the Term Loan B facility.

At September 30, 2023March 31, 2024 and December 31, 2022, $3.22023, $3.7 million and $10.8$10.7 million, respectively, of accrued interest related to our borrowings was reported in ‘Accounts payable’ in the condensed consolidated balance sheets.

Senior Revolving Credit Facility

In July 2019, the Company and certain of its subsidiaries (the “Borrowers”) entered into a Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), with the lenders named therein and PNC Bank, National Association, as a lender and administrative agent for the lenders. Since that time, we have amended the Credit Agreement, which, as amended to date, provides for a revolving credit facility of $750.0 million, which can be increased by an additional $250.0 million subject to certain conditions (the “Revolving Facility”). Borrowings under the Credit Agreement bear interest at a variable interest rate based on (A) a Base Rate (defined as the highest of (i) the Overnight Bank Funding Rate (as defined in the Credit Agreement), plus 0.25%, (ii) the Prime Rate (as defined in the Credit Agreement), and (iii) the Daily Simple SOFR (as defined in the Credit Agreement), plus 1.00%), plus an applicable margin ranging from 0.25% to 0.875% based on our leverage ratio or 1.35% to 1.975% for the Daily Simple SOFR based on the leverage ratio, or (B) the Term SOFR Rate (as defined in the Credit Agreement), plus an applicable margin ranging from 1.35% to 1.975% based on our leverage ratio for one-month interest periods and 1.40% to 2.025% based on our leverage ratio for three month interest periods. Borrowings under the Credit Agreement are secured by all of the assets of the Borrowers and guaranteed by certain other subsidiaries of the Borrowers.

The Credit Agreement requires or required, as applicable, us to maintain a minimum interest coverage ratio of 3.00 to 1.00, and a maximum leverage ratio of (i) 4.00 to 1.00 from the quarter ended March 31, 2022 through, and including, the quarter endingended December 31, 2023, (ii) 3.75 to 1.00 for the quarter endingended March 31, 2024, (iii) 3.50 to 1.00 for the quarter ending June 30, 2024, and (iv) 3.25 to 1.00 for the quarter ending September 30, 2024 and thereafter (subject to adjustment in certain circumstances). The Credit Agreement permits, among other things, (i) stock repurchases subject to certain restrictions, including after giving effect to such stock repurchases, the maximum leverage ratio does not exceed certain levels; and (ii) certain acquisitions so long as there is borrowing availability under the Credit Agreement of at least $40.0 million. As of September 30, 2023,March 31, 2024, we were in compliance with all financial covenants under the Credit Agreement.

As of September 30, 2023,March 31, 2024, the total commitments available from the lenders under the Revolving Facility were $750.0 million. At September 30, 2023,March 31, 2024, we had $200.0$265.0 million in outstanding borrowings and $1.3 million in outstanding letters of credit under the Revolving Facility, which reduces amounts available for borrowing under the Revolving Facility. As of September 30, 2023March 31, 2024 and December 31, 2022,2023, we had $548.7$483.7 million and $748.7$558.7 million, respectively, of available borrowing capacity under the Revolving Facility, which matures November 2027.

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Term Loan B Facility

On February 17, 2022, the Company entered into a credit agreement (the “Original Term Loan B Credit Agreement”) with Citibank, N.A., as administrative agent and lender, to among other things, finance a portion of the cash consideration for the Acquisition, which was amended (the "Amendment") on August 8, 2023 (the “August 2023 Amendment”) and on February 13, 2024 (the “February 2024 Amendment”). The Original Term Loan B Credit Agreement, as amended by the August 2023 Amendment and the February 2024 Amendment is referred to herein as the “Term Loan B Credit Agreement”).Agreement.”

The Original Term Loan B Credit Agreement provided for an aggregate term loan B facility in the principal amount of $2.0 billion. Prior to the February 2024 Amendment, the outstanding balance was $820.0 million. Among other things, the February 2024 Amendment provided for a new $1.18 billion$820.0 million tranche of term loans (the “2023“2024 Refinancing Term Loans” and, such facility, the "Term Loan B Facility"), which isto refinance the then-outstanding principal balance. The 2024 Refinancing Term Loans are secured by substantially all of the Company’s and each subsidiary guarantor’s assets on a pari passu basis with their obligations arising from the Term Loan B Credit Agreement and is scheduled to mature on February 17, 2029, subject to certain exceptions set forth in the Term Loan B Credit Agreement. Additionally, subject to certain conditions, including, without limitation, satisfying certain leverage ratios, the Company may, at any time, on one or more occasions, add one or more new classes of term facilities and/or increase the principal amount of the loans of any existing class by requesting one or more incremental term facilities.

Pursuant to the reduced interest rate margins applicable to the 20232024 Refinancing Term Loans, each term loan borrowing which is an alternate base rate borrowing bears interest at a rate per annum equal to the Alternate Base Rate (as defined in the Term Loan B Credit Agreement), plus 2.00%1.25%. Each term loan borrowing which is a term benchmarkSOFR borrowing bears interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Term Loan B Credit Agreement) plus 3.00%2.25%.

Outstanding principal under the Term Loan B Facility is payable on the last business day of each March, June, September and December, in a quarterly aggregate principal amount of $5.0 million. Quarterly aggregate principal payments began on June 30, 2022, with the remaining principal amount due on February 17, 2029, the maturity date. The 2023 Refinancing Term Loans replaced and refinanced all outstanding term loans under the Original Term Loan B Credit Agreement. As of September 30, 2023, we had $1,090.0 million in outstanding principal andMarch 31, 2024, the Term Loan B Facility was fully drawn with no remaining borrowing capacity.capacity, and we had $810.0 million in outstanding principal on the Term Loan B Facility, which matures on February 17, 2029.

The Term Loan B Credit Agreement also contains customary affirmative and negative covenants, incurrence financial covenants, representations and warranties, events of default and other provisions. As of September 30, 2023,March 31, 2024, we were in compliance with all financial covenants under the Term Loan B Credit Agreement.

Asia Revolving Credit FacilitiesFacility

During the ninethree months ended September 30, 2023,March 31, 2024, we had two revolving credit facilities in Asia, theone revolving credit facility with China Merchants Bank Company Limited, Shanghai Branch (the “CMBC Facility”), which matured in January 2023 and provided up to 10.0 million RMB, or $1.5 million using current exchange rates as of January 2023, and the revolving credit facilityAsia with Citibank (China) Company Limited, Shanghai Branch (the “Citibank Facility”), which, as amended, provides up to an equivalent of $15.0 million.

As of September 30, 2023,March 31, 2024, we had no borrowings outstanding on the Citibank Facility. As of December 31, 2022, we had no outstanding borrowings on the CMBC Facility, and2023, we had borrowings outstanding of $4.3$3.3 million on the Citibank Facility.

Senior Notes Issuances

In March 2021, the Company completed the issuance and sale of $350.0 million aggregate principal amount of 4.250% Senior Notes due March 15, 2029 (the “2029 Notes”), pursuant to the indenture related thereto (as amended and/or supplemented to date, the “2029 Notes Indenture”). Additionally, in August 2021, the Company completed the issuance and sale of $350.0 million aggregate principal amount of 4.125% Senior Notes due August 15, 2031 (the “2031 Notes”), pursuant to the indenture related thereto (as amended and/or supplemented to date, “the 2031 Notes Indenture” and, together with the 2029 Notes Indenture, the “Indentures” and, each, an “Indenture”). Interest on each of the 2029 Notes and the 2031 Notes (collectively, the “Notes”) is payable semi-annually.

The Company had or will have, as applicable, the option to redeem all or any portion of the 2029 Notes, at once or over time, at any time on or after March 15, 2024, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably on an annual basis to par and accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company will also havehad the option to redeem some or all of the 2029 Notes at any time before March 15, 2024 at a redemption price of 100% of the principal amount to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time before March 15, 2024, the Company may redeemcould have redeemed up to 40% of the aggregate
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principal amount of the 2029 Notes at a redemption price of 104.250% of the principal amount with the proceeds from certain equity issuances, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

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The Company will have the option to redeem all or any portion of the 2031 Notes, at once or over time, at any time on or after August 15, 2026, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably on an annual basis to par and accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company will also have the option to redeem some or all of the 2031 Notes at any time before August 15, 2026 at a redemption price of 100% of the principal amount to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time before August 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the 2031 Notes at a redemption price of 104.125% of the principal amount with the proceeds from certain equity issuances, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The Notes rank pari passu in right of payment with all of the Company’s existing and future senior debt, including the Credit Agreement, and are senior in right of payment to any of the Company’s future debt that is, by its term, expressly subordinated in right of payment to the Notes. The Notes are unconditionally guaranteed by each of the Company’s restricted subsidiaries that is a borrower or guarantor under the Credit Agreement and by each of the Company’s wholly-owned restricted subsidiaries that guarantees any debt of the Company or any guarantor under any syndicated credit facility or capital markets debt in an aggregate principal amount in excess of $25.0 million.

The Indentures contain covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to incur additional debt or issue certain preferred stock; pay dividends or repurchase or redeem capital stock or make other restricted payments; declare or pay dividends or other payments; incur liens; enter into certain types of transactions with the Company’s affiliates; and consolidate or merge with or into other companies. As of September 30, 2023,March 31, 2024, we were in compliance with all financial covenants under the Notes.

9.8. COMMON STOCK REPURCHASE PROGRAM 

During the three and nine months ended September 30,March 31, 2024 and 2023, we repurchased 1.4 milliondid not repurchase any shares of our common stock at a cost of $150.0 million, including commissions.stock. As of September 30, 2023,March 31, 2024, we also havehad an insignificant accrual recorded an accrual for the stock repurchase excise tax, which is reported in ‘Accrued expenses and other liabilities’ and ‘Treasury stock’ in our condensed consolidated balance sheet. During the three and nine months ended September 30, 2022, we did not repurchase any shares of our common stock.

As of September 30, 2023,March 31, 2024, we had remaining authorization to repurchase $900.0$875.0 million of our common stock, subject to restrictions under our Indentures, Credit Agreement, and Term Loan B Credit Agreement.

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9. REVENUES

Revenues by channelreportable operating segment and brandby channel were:

Three Months Ended September 30, 2023
Crocs BrandHEYDUDE BrandTotal
(in thousands)
Channel:
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
(in thousands)
(in thousands)
(in thousands)
Crocs Brand:
North America:
North America:
North America:
Wholesale
Wholesale
WholesaleWholesale$369,177 $146,501 $515,678 
Direct-to-consumerDirect-to-consumer429,592 100,447 530,039 
Total revenues$798,769 $246,948 $1,045,717 
Direct-to-consumer
Direct-to-consumer
Total North America (1)
Total North America (1)
Total North America (1)
International:
International:
International:
Wholesale
Wholesale
Wholesale
Direct-to-consumer
Direct-to-consumer
Direct-to-consumer
Total International
Total International
Total International
Total Crocs Brand
Total Crocs Brand
Total Crocs Brand
Crocs Brand:
Crocs Brand:
Crocs Brand:
Wholesale
Wholesale
Wholesale
Direct-to-consumer
Direct-to-consumer
Direct-to-consumer
Total Crocs Brand
Total Crocs Brand
Total Crocs Brand
HEYDUDE Brand:
HEYDUDE Brand:
HEYDUDE Brand:
Wholesale
Wholesale
Wholesale
Direct-to-consumer
Direct-to-consumer
Direct-to-consumer
Total HEYDUDE Brand (2)
Total HEYDUDE Brand (2)
Total HEYDUDE Brand (2)
Total consolidated revenues
Total consolidated revenues
Total consolidated revenues

(1)
North America includes the United States and Canada.
Three Months Ended September 30, 2022
Crocs BrandHEYDUDE BrandTotal
(in thousands)
Channel:
Wholesale$353,304 $181,768 $535,072 
Direct-to-consumer362,403 87,619 450,022 
Total revenues$715,707 $269,387 $985,094 
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Table(2) The vast majority of ContentsHEYDUDE Brand revenues are derived from North America.

Nine Months Ended September 30, 2023
Crocs BrandHEYDUDE BrandTotal
(in thousands)
Channel:
Wholesale$1,187,081 $463,189 $1,650,270 
Direct-to-consumer1,093,416 258,564 1,351,980 
Total revenues$2,280,497 $721,753 $3,002,250 

Nine Months Ended September 30, 2022
Crocs BrandHEYDUDE BrandTotal
(in thousands)
Channel:
Wholesale$1,090,073 $431,186 $1,521,259 
Direct-to-consumer903,075 185,489 1,088,564 
Total revenues$1,993,148 $616,675 $2,609,823 

For information on revenues by reportable operating segment, see Note 14 — Operating Segments and Geographic Information.

11.10. INCOME TAXES

Income tax expense and effective tax rates were:
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(in thousands, except effective tax rate)
(in thousands, except effective tax rate)
(in thousands, except effective tax rate)
(in thousands, except effective tax rate)
Income before income taxesIncome before income taxes$233,405 $229,575 $702,413 $542,939 
Income tax expenseIncome tax expense56,380 60,226 163,433 140,515 
Income tax expense
Income tax expense
Effective tax rateEffective tax rate24.2 %26.2 %23.3 %25.9 %
Effective tax rate
Effective tax rate

The decrease in the effective tax rate for the three months ended September 30, 2023,March 31, 2024, compared to the same period in 2022,2023, was primarily driven by a shift in the mix of the Company's domestic and foreign earnings. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions. We had unrecognized tax benefits of $218.4$549.5 million and $219.4$556.5 million at September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively, and we do not expect any significant changes in tax benefits in the next twelve months.

During the nine months ended September 30, 2023, income tax expense increased $22.9 million compared to the same period in 2022. The effective tax rate for the nine months ended September 30, 2023 was 23.3% compared to an effective tax rate of 25.9% for the same period in 2022, a 2.6% decrease. This decrease in the effective tax rate was primarily driven by a shift in the mix of the Company's domestic and foreign earnings. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.

Our tax rate is volatile and may increase or decrease with changes in, among other things, the amount of income or loss by jurisdiction, our ability to utilize net operating losses and foreign tax credits, changes in tax laws, and the movement of liabilities established pursuant to accounting guidance for uncertain tax positions as statutes of limitations expire, positions are effectively settled, or when additional information becomes available.

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12.11. EARNINGS PER SHARE
 
Basic and diluted earnings per common share (“EPS”) for the ninethree months ended September 30,March 31, 2024 and 2023 and 2022 were:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(in thousands, except per share data)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
(in thousands, except per share data)
(in thousands, except per share data)
(in thousands, except per share data)
Numerator:Numerator:  
Net incomeNet income$177,025 $169,349 $538,980 $402,424 
Net income
Net income
Denominator:
Denominator:
Denominator:Denominator:  
Weighted average common shares outstanding - basicWeighted average common shares outstanding - basic61,143 61,693 61,670 61,042 
Weighted average common shares outstanding - basic
Weighted average common shares outstanding - basic
Plus: Dilutive effect of stock options and unvested restricted stock unitsPlus: Dilutive effect of stock options and unvested restricted stock units472 674 610 798 
Plus: Dilutive effect of stock options and unvested restricted stock units
Plus: Dilutive effect of stock options and unvested restricted stock units
Weighted average common shares outstanding - diluted
Weighted average common shares outstanding - diluted
Weighted average common shares outstanding - dilutedWeighted average common shares outstanding - diluted61,615 62,367 62,280 61,840 
Net income per common share:Net income per common share:  
Net income per common share:
Net income per common share:
Basic
Basic
BasicBasic$2.90 $2.75 $8.74 $6.59 
DilutedDiluted$2.87 $2.72 $8.65 $6.51 
Diluted
Diluted

In the three and nine months ended September 30,March 31, 2024 and 2023, and 2022, an insignificant number of outstanding shares issued under share-based compensation awards were anti-dilutive and, therefore, excluded from the calculation of diluted EPS.

13.12. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

As of September 30, 2023,March 31, 2024, we had purchase commitments to third-party manufacturers, primarily for materials and supplies used in the manufacture of our products, for an aggregate of $276.4$270.6 million. We expect to fulfill our commitments under these agreements in the normal course of business, and as such, no liability has been recorded.

Other

We are regularly subject to, and are currently undergoing, audits by various tax authorities in the United States and several foreign jurisdictions, including customs duties, import, and other taxes for prior tax years.

During our normal course of business, we may make certain indemnities, commitments, and guarantees under which we may be required to make payments. We cannot determine a range of estimated future payments and have not recorded any liability for indemnities, commitments, and guarantees in the accompanying condensed consolidated balance sheets.

We are also subject to litigation from time to time in the ordinary course of business, including employment, intellectual property, and product liability claims. Other than as set forth below, weWe are not party to any othersignificant pending legal proceedings that we believe would reasonably have a material adverse impact on our business, financial results, and cash flows.

For all claims and disputes, we have accrued estimated losses of $2.7 million within ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheet as of September 30, 2023. As we are able, we estimate reasonably possible losses or a range of reasonably possible losses. As of September 30, 2023, we estimated that reasonably possible losses associated with these claims and other disputes could potentially exceed amounts accrued by $0.7 million.

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14.13. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION

We have fourtwo reportable operating segments. Forsegments: the Crocs Brand we have three reportable operating segments based onand the geographic nature of our operations: North America, Asia Pacific, and EMEALA. Our HEYDUDE Brand is also a reportable operating segment.Brand. Each of the reportable operating segments derives its revenues from the sale of footwear apparel, and accessories to external customers.

Additionally, Crocs ‘Brand corporate’ costs represent operating expense that includes product creation, design, and marketing expenses centrally managed for the Crocs Brand, as well as certain royalty income. Crocs Brand corporate costs are included within the Crocs Brand for presentation purposes to align with the way management views the Company. ‘Enterprise corporate’ costs include global corporate costs associated with both brands, including legal, information technology, human resources, and finance, as well as costs associated with global digital operations.finance.

Each segment’s performance is evaluated based on segment results without allocating Brand corporate or Enterprise corporate expenses. Segment profits or losses include adjustments to eliminate inter-segment sales. Reconciling items between segment income from operations and income from operations consist of unallocated brand and enterprise corporate and other expenses, as well as inter-segment eliminations.expenses.

We do not report asset information by segment because that information is not used to evaluate performance or allocate resources between segments.

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The following tables set forth information related to reportable operating segments:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(in thousands)
Revenues:
North America$480,744 $445,327 $1,306,609 $1,187,713 
Asia Pacific175,199 138,450 513,459 383,187 
EMEALA142,826 131,929 460,429 422,226 
Brand corporate— — 22 
Total Crocs Brand798,769 715,707 2,280,497 1,993,148 
HEYDUDE Brand (1)
246,948 269,387 721,753 616,675 
Total consolidated revenues$1,045,717 $985,094 $3,002,250 $2,609,823 
Income from operations:
North America$218,018 $191,438 $560,358 $498,413 
Asia Pacific69,762 40,286 203,203 121,823 
EMEALA49,939 40,506 176,844 128,819 
Brand corporate(40,263)(36,896)(107,260)(95,864)
Total Crocs Brand297,456 235,334 833,145 653,191 
HEYDUDE Brand (1)
31,776 79,056 173,905 136,381 
Reconciliation of total segment income from operations to income before income taxes:  
Enterprise corporate(55,380)(50,327)(179,781)(158,868)
Income from operations273,852 264,063 827,269 630,704 
Foreign currency losses, net(1,770)(393)(1,622)(1,115)
Interest income506 31 1,225 219 
Interest expense(39,207)(34,142)(124,907)(86,357)
Other income (expense), net24 16 448 (512)
Income before income taxes$233,405 $229,575 $702,413 $542,939 
Depreciation and amortization:
North America$6,394 $2,705 $15,179 $7,514 
Asia Pacific696 508 1,995 1,528 
EMEALA1,416 746 3,997 2,166 
Brand corporate186 164 2,057 529 
Total Crocs Brand8,692 4,123 23,228 11,737 
HEYDUDE Brand (1)
3,919 3,500 10,987 8,750 
Enterprise corporate2,140 2,121 6,316 6,011 
Total consolidated depreciation and amortization$14,751 $9,744 $40,531 $26,498 
Three Months Ended March 31,
20242023
(in thousands)
Revenues:
Crocs Brand (1)
$743,816 $648,778 
HEYDUDE Brand194,817 235,388 
Total consolidated revenues$938,633 $884,166 
Income from operations:
Crocs Brand (1)(2)
$264,124 $218,007 
HEYDUDE Brand (2)
40,146 76,620 
Reconciliation of total segment income from operations to income before income taxes:  
Enterprise corporate (2)
(77,841)(59,699)
Income from operations226,429 234,928 
Foreign currency losses, net(2,273)(403)
Interest income416 171 
Interest expense(30,563)(42,637)
Other income (expense), net20 (293)
Income before income taxes$194,029 $191,766 
Depreciation and amortization:
Crocs Brand (1)
$8,536 $7,437 
HEYDUDE Brand4,216 3,506 
Enterprise corporate3,409 2,193 
Total consolidated depreciation and amortization$16,161 $13,136 
(1) We acquired HEYDUDE on February 17, 2022 andOur business has continued to evolve in connection therewith addedthe period following the consummation of the HEYDUDE acquisition, as we have grown the brand and staffed and developed our leadership team at HEYDUDE. In the fourth quarter of 2023, to reflect changes in the way management evaluates performance, makes operating decisions, and allocates resources, we updated our reportable operating segments to be (i) Crocs Brand and (ii) HEYDUDE Brand. Our ‘North America,’ ‘Asia Pacific,’ and ‘EMEALA’ segments as a new operating segment. Therefore, the amounts shown above for the nine months ended September 30, 2022 represent results during the partial period beginning February 17, 2022 through September 30, 2022.

15. ACQUISITION OF HEYDUDE

On February 17, 2022, we acquired 100% of the equity of HEYDUDE, pursuantwell as revenues and expenses related to Crocs ‘Brand corporate’ have been consolidated to the SPA. HEYDUDE is engaged in the business of distributing and selling casual footwear under the brand name “HEYDUDE.” The Acquisition has allowed us to diversify and expand our business by adding a second brand to the Crocs, Inc. portfolio.

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The aggregate preliminary purchase price at the closing of the Acquisition was $2.3 billion. We paid aggregate consideration of $2.05 billion in cash (the “Cash Consideration”), subject to adjustment based on, among other things, the cash, indebtedness, transaction expenses, and working capital of the companies comprising HEYDUDE and their respective subsidiaries as of the Acquisition Date, and issued 2,852,280 shares of the Company’s common stock to one of the sellers (the “Equity Consideration Shares”). The Equity Consideration Shares were subject to a lock-up period beginning on the Acquisition Date, which has since expired so all of the Equity Consideration Shares have been released from the lock-up. The purchase price paid to the sellers is final.

The Cash Consideration was financed via the Company’s entry into the $2.0 billion Term Loan B Facility and $50.0 million of borrowings under the Revolving Facility.‘Crocs Brand.’ As a result of these changes, the Acquisition, HEYDUDE became wholly owned by Crocs, Inc. Accordingly, the results of HEYDUDE are included in our condensed consolidated financial statements from the Acquisition Date and arepreviously reported in the HEYDUDE Brand operating segment. HEYDUDE contributed revenue of $616.7 million andamounts for revenues, income from operations, of $136.4 million from the Acquisition Date through September 30, 2022.

Purchase Price Allocation

The Acquisition was accountedand depreciation and amortization for in accordance with the ASC Topic 805 Business Combinations. As a result, we applied acquisition accounting, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their estimated fair values as of the Acquisition Date. For certain assets and liabilities, those fair values were consistent with historical carrying values. The fair value of inventory was determined using both a market approach and a cost approach. With respect to intangible assets, the estimated fair value was based on the Multi Period Excess Earnings approach for the trademark and the distributor method for the customer relationships. These models used primarily Level 2 and Level 3 inputs, including an estimate of future revenues, future cash flows, and discount rates.

The following table summarizes the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the Acquisition Date:
February 17, 2022
(in thousands)
Cash and cash equivalents$6,232 
Accounts receivable, net68,698 
Inventories155,773 
Prepaid expenses and other assets7,880 
Intangible assets1,780,000 
Goodwill710,034 
Right-of-use assets2,844 
Accounts payable(30,017)
Accrued expenses and other liabilities(18,860)
Income taxes payable(30,572)
Long-term deferred tax liability(312,656)
Long-term income taxes payable(13,004)
Operating lease liabilities(2,843)
Net assets acquired$2,323,509 

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Intangible Assets

The components of intangible assets acquired in connection with the Acquisition were as follows:
Weighted-Average Useful LifeAmortization MethodEstimated Fair Value
(in thousands)
Customer relationships15Straight-line$210,000 
TrademarkIndefinite1,570,000 
Total intangible assets$1,780,000 

Goodwill

The excess of the purchase price over the fair value of the acquired business's net assets represents goodwill. The goodwill amount of $710.0 million at September 30, 2023 includes an aggregate adjustment of $3.3 million recorded in the three months ended March 31, 2023 ashave been recast to conform to current period presentation.
(2) In the first quarter of 2024, to reflect a result ofchange in the way management evaluates segment performance, makes operating decisions, and allocates resources, we made changes to preliminary valuation estimates. The purchase price allocation was finalized during the three months ended March 31, 2023.

Goodwill largely consistssegment profitability related to certain foreign currency amounts impacting cost of the acquired workforce and economies of scale resulting from the Acquisition. The total goodwill amount acquired was assigned to the HEYDUDE operating segment. None of the goodwill will be deductible for income tax purposes.

Escrow and Holdback Amounts

Additionally, $125.0 million of the Cash Consideration (the “Escrow Amount”) was placed in an escrow account to partially secure the indemnification obligations of the sellers. As of September 30, 2023, a substantial portion of the Escrow Amount remained in the escrow account in connection with claimssales. These amounts have shifted costs or benefits that were noticed priorpreviously presented in each of our reportable segments to the date that was 18 months after the Acquisition Date but not yet resolved by that date, as provided in the SPA. Further, $8.5 million of the Cash Consideration (the “Adjustment Holdback Amount”) was held back and retained as security (but not as the sole source of recovery) for any downward adjustments to the purchase price made in accordance with the SPA. During the year ended December 31, 2022, the Adjustment Holdback Amount was paid to the sellers.

Acquisition-related Costs

Costs incurred to complete the Acquisition are expensed as incurred and included in ‘Selling, general, and administrative expenses’ in our condensed consolidated statement of income. During the nine months ended September 30, 2023, no Acquisition-related costs were recognized. During the nine months ended September 30, 2022, $20.6 million of Acquisition-related costs were recognized.

Unaudited Pro Forma Information

The following unaudited pro forma financial information for the three and nine months ended September 30, 2022 combines the historical results of Crocs and HEYDUDE, assuming‘Enterprise corporate.’ We believe that the companies were combined asimpact of January 1, 2021these changes on prior periods is insignificant to each segment and include business combination accounting effects from the Acquisition, including amortization charges from acquired intangible assets, adjustments to the fair value of inventory, interest expense on the financing transactions used to fund the Acquisition, and Acquisition-related transaction costs and tax-related effects. The pro forma information as presented below is for informational purposes only and isthus have not indicative of the results of operations that would have been achieved if the Acquisition had taken place on January 1, 2021.
Three Months Ended September 30,Nine Months Ended September 30,
20222022
(in thousands)
Revenues$985,094 $2,700,129 
Net income169,349 472,071 
recast prior periods.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Business Overview

Crocs, Inc. and our consolidated subsidiaries (collectively the “Company,” “we,” “us,” or “our”) are engaged in the design, development, worldwide marketing, distribution, and sale of casual lifestyle footwear and accessories for women, men, and children.all. We strive to be the world leader in innovative casual footwear for women, men, and children, combining comfort and style with a value that consumers want.

Known or Anticipated Trends

Based on our recent operating results and current perspectives on our operating environment, we anticipate certain trends will continue to impact our operating results:

We entered 2024 operating in an environment where consumers are operating with greater uncertainty than when we startedfeeling the year with persistent inflation, highereffects of elevated interest rates and escalatinginflation, and as a result, they are spending more cautiously. In addition, geopolitical tensions remain across the globe, among other things. While consumer spending was resilient during the back-to-school season, we saw a pronounced shift during the last month of the quarter, and we are taking a cautious approach to the holiday season.globe. We areremain focused on making the right decisions for the health of our brands, maintaining tight inventory control, and investing in strategic initiatives to support durable long-term growth.
The Crocs Brand continues to deliver strong revenue growth after building clog, sandal, and brand relevance across the globe over the last several years. Our strong product and marketing effortsWe continue to deliver newnessinvest in our strategic pillars, including marketing globally for both brands, China and excitement to current brand fans. Asia, which is a strategic initiativesandal market penetration for the Crocs Brand, continues to show growth, particularly in China.product innovation, and various initiatives supporting our global digital business.
We acquiredcompleted the move to our new HEYDUDE in February 2022. Sincedistribution center during the closing of the acquisition, we have acquired new customers, gained share in strategic wholesale accounts, and improved brand awareness. We have also started to expand the HEYDUDE Brand internationally, specifically in Europe, where we have begun testing in a few direct markets, including the United Kingdom, Germany, and the Netherlands, as well as a few distributor markets.quarter. While we still anticipate annual revenue growththis has had an unfavorable impact on gross margins for the brand on a reported basis compared to the prior year, we are seeing some headwinds from non-comparable sales due to rapid expansion to U.S. strategic customers in 2022 and more cautious order patterns from several of our wholesale partners in the current year based on the overall macro-economic outlook. Additionally, to prioritize long-term marketplace health, we made a conscious decision in September to stop price matching against grey market sellers on Amazon. Whileshort-term, we expect this to have a negative impact on revenues initially, we believerealize the benefits of this move will protect the brand and better position us in the market in 2024.
We expect to move fromon our current corporate headquarters in the three months ended December 31, 2023. As of September 30, 2023, we have estimated impairment losses of up to a maximum of approximately $16 million to our right-of-use-asset and property and equipment associated with our current corporate headquarters to be recognized in the three months ended December 31, 2023. This estimate is subject to change in the near term.margins going forward.
Our liquidity position remains strong with $127.3approximately $159.3 million in cash and cash equivalents and $563.7$498.7 million in available borrowing capacity as of September 30, 2023. In the nine months ended September 30, 2023, we paid down $389.1 million of net borrowings, reducingMarch 31, 2024. Our total borrowings to $1.94were $1.73 billion as of September 30, 2023. We also resumedMarch 31, 2024. Enabled by our strong liquidity position, we expect to pay down debt and make share repurchase program in July 2023, repurchasing $150.0 millionrepurchases throughout the remainder of our common stock during the quarter.year.

Use of Non-GAAP Financial Measures

In addition to financial measures presented on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”), we present certain information related to our results of operations through “constant currency,” which is a non-GAAP financial measure and should be viewed as a supplement to our results of operations and presentation of reportable segments under U.S. GAAP. Constant currency represents current period results that have been retranslated using prior year average foreign exchange rates for the comparative period to enhance the visibility of the underlying business trends, excluding the impact of foreign currency exchange rates on reported amounts.

Management uses constant currency to assist in comparing business trends from period to period on a consistent basis in communications with the Board, stockholders, analysts, and investors concerning our financial performance. We believe constant currency is useful to investors and other users of our condensed consolidated financial statements as an additional tool to evaluate operating performance and trends. Investors should not consider constant currency in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.
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ThirdFirst Quarter 20232024 Financial and Operational Highlights

Revenues were $1,045.7$938.6 million for the thirdfirst quarter of 2023,2024, a 6.2% increase compared to the thirdfirst quarter of 2022.2023. The increase was due to the net effects of: (i) higher average selling price on a constant currency basis (“ASP”), which increased revenues by $68.4$90.7 million, or 6.9%, driven primarily by product mix, less discounting and increased pricing, and channel mix for10.3%; (ii) lower unit sales volume in the CrocsHEYDUDE Brand, partially offset by increased discounting forhigher unit sales volume in the HEYDUDE Brand; (ii) favorableCrocs Brand, which resulted in a net decrease in revenues of $29.7 million, or 3.4%; and (iii) net unfavorable changes in exchange rates, which increased revenues by $4.3 million, or 0.5%; and (iii) lower unit sales volume in both brands, which decreased revenues by $12.1$6.6 million, or 1.2%0.7%.

The following were significant developments affecting our businesses and capital structure during the three months ended September 30, 2023:March 31, 2024:

We grew revenues in the Crocs Brand in both the direct-to-consumer (“DTC”) channel and wholesale channel. Revenues also grewby 14.6% in the DTC channel for the HEYDUDE Brand. For the Crocs Brand, the overall increase of 11.6% in revenues was led by our Asia Pacific segment, which grew revenues by 26.5%, or 28.6% on a constant currency basis. Our EMEALA segment also increased by 8.3%, or 2.7% on a constant currency basis, and our North America segment grew revenues by 8.0%, or 8.2% on a constant currency basis, compared to the third quarter of 2022. HEYDUDE Brand revenues decreased 8.3%, primarily driven by the impact of increased discountingsame period in the DTC channel on revenues. Lower volume also contributed to the decrease in the HEYDUDE Brand revenues.
We sold 29.0 million pairs of shoes for the Crocs Brand in the third quarter of 2023, a decrease of 4.3% from the third quarter of 2022. This decrease is due in large part to the termination of our relationship with a significant distributor in our EMEALA segment in the previous quarter. We sold 8.3 million pairs of shoes for the HEYDUDE Brand in the third quarter of 2023, a decrease of 10.7% compared to the third quarter of 2022. This decrease is described in further detail in the ‘HEYDUDE Brand’ section below.2023.
Gross margin was 55.6%, an increase of 70170 basis points from last year’s thirdfirst quarter. This was in partprimarily due to lower freight costs, partially due to higher air freight incurred in the prior year, and lower promotional activity for the Crocs Brand. This was offset by lower margins in the HEYDUDE Brand, driven by higher product costs, primarily due to distribution costs associated with the move to our new HEYDUDE distribution center in Las Vegas, Nevada.costs.
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Selling, general and administrative expenses (“SG&A”) were $307.8$295.6 million compared to $277.2$241.4 million in the thirdfirst quarter of 2022,2023, as a result of various impairment charges in the current year, as discussed below, and an increaseincreased investment in marketing expense and investments in talent in both brands.talent. As a percent of revenues, SG&A increased to 29.4%31.5% of revenues compared to 28.1%27.3% of revenues in the thirdfirst quarter of 2022.2023.
Income from operations increaseddecreased to $273.9$226.4 million from $264.1$234.9 million in last year’s thirdfirst quarter. Net income was $177.0$152.5 million, or $2.87$2.50 per diluted share, compared to $169.3$149.5 million, or $2.72$2.39 per diluted share, in last year’s thirdfirst quarter.

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Results of Operations
Three Months Ended March 31,% Change
Favorable (Unfavorable)
Three Months Ended September 30,Nine Months Ended September 30,% Change
Favorable (Unfavorable)
2023202220232022Q3 2023-2022YTD 2023-2022
(in thousands, except per share, margin, and average selling price data)(in thousands, except per share, margin, and average selling price data)
RevenuesRevenues$1,045,717 $985,094 $3,002,250 $2,609,823 6.2 %15.0 %
Cost of salesCost of sales464,081 443,792 1,322,937 1,245,864 (4.6)%(6.2)%
Cost of sales
Cost of sales
Gross profit
Gross profit
Gross profitGross profit581,636 541,302 1,679,313 1,363,959 7.5 %23.1 %
Selling, general and administrative expensesSelling, general and administrative expenses307,784 277,239 852,044 733,255 (11.0)%(16.2)%
Selling, general and administrative expenses
Selling, general and administrative expenses
Income from operations
Income from operations
Income from operationsIncome from operations273,852 264,063 827,269 630,704 3.7 %31.2 %
Foreign currency losses, netForeign currency losses, net(1,770)(393)(1,622)(1,115)(350.4)%(45.5)%
Foreign currency losses, net
Foreign currency losses, net
Interest income
Interest income
Interest incomeInterest income506 31 1,225 219 1,532.3 %459.4 %
Interest expenseInterest expense(39,207)(34,142)(124,907)(86,357)(14.8)%(44.6)%
Interest expense
Interest expense
Other income (expense), net
Other income (expense), net
Other income (expense), netOther income (expense), net24 16 448 (512)50.0 %187.5 %
Income before income taxesIncome before income taxes233,405 229,575 702,413 542,939 1.7 %29.4 %
Income before income taxes
Income before income taxes
Income tax expense
Income tax expense
Income tax expenseIncome tax expense56,380 60,226 163,433 140,515 6.4 %(16.3)%
Net incomeNet income$177,025 $169,349 $538,980 $402,424 4.5 %33.9 %
Net income
Net income
Net income per common share:
Net income per common share:
Net income per common share:Net income per common share:
BasicBasic$2.90 $2.75 $8.74 $6.59 5.5 %32.6 %
Basic
Basic
Diluted
Diluted
DilutedDiluted$2.87 $2.72 $8.65 $6.51 5.5 %32.9 %
Gross margin (1)
Gross margin (1)
55.6 %54.9 %55.9 %52.3 %70 bp360 bp
Gross margin (1)
Gross margin (1)
Operating margin (1)
Operating margin (1)
Operating margin (1)
Operating margin (1)
26.2 %26.8 %27.6 %24.2 %(60)bp340 bp
Footwear unit sales:Footwear unit sales:
Footwear unit sales:
Footwear unit sales:
Crocs Brand
Crocs Brand
Crocs Brand
HEYDUDE Brand
HEYDUDE Brand
HEYDUDE Brand
Average footwear selling price - nominal basis (2):
Average footwear selling price - nominal basis (2):
Average footwear selling price - nominal basis (2):
Crocs Brand
Crocs Brand
Crocs BrandCrocs Brand29,001 30,292 92,628 88,304 (4.3)%4.9 %
HEYDUDE Brand (3)
HEYDUDE Brand (3)
8,321 9,317 25,541 21,423 (10.7)%19.2 %
Average footwear selling price - nominal basis (2):
Crocs Brand$27.25 $23.33 $24.38 $22.34 16.8 %9.1 %
HEYDUDE Brand (3)
HEYDUDE Brand (3)
$29.68 $28.91 $28.26 $28.79 2.7 %(1.8)%
HEYDUDE Brand (3)
(1) Changes for gross margin and operating margin are shown in basis points (“bp”).
(2) Average footwear selling price is calculated as footwear and charms revenues divided by footwear units, as applicable.
(3) We acquired HEYDUDE on February 17, 2022 and, as a result, added the HEYDUDE Brand as a new operating segment. Therefore, the amounts shown above for the nine months ended September 30, 2022 represent results during the Partial Period, as defined below. Additionally, ‘Footwear unit sales’ and ‘Average footwear selling price - nominal basis’ for the HEYDUDE Brand have been revised by an immaterial amount in the three and nine months ended September 30, 2022 as a result of a calculation update.

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Revenues By Channel
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,% Change
Constant Currency % Change (1)
Favorable (Unfavorable)Favorable (Unfavorable)
2024
(in thousands)
(in thousands)
(in thousands)
Crocs Brand:
Wholesale
Wholesale
Wholesale
Direct-to-consumer
Direct-to-consumer
Direct-to-consumer
Total Crocs Brand
Total Crocs Brand
Total Crocs Brand
HEYDUDE Brand:
HEYDUDE Brand:
HEYDUDE Brand:
Wholesale
Wholesale
Wholesale
Direct-to-consumer
Direct-to-consumer
Direct-to-consumer
Total HEYDUDE Brand
Total HEYDUDE Brand
Total HEYDUDE Brand
Total consolidated revenues
Total consolidated revenues
Total consolidated revenues
Three Months Ended September 30,Nine Months Ended September 30,% Change
Constant Currency % Change (1)
Favorable (Unfavorable)
2023202220232022Q3 2023-2022YTD 2023-2022Q3 2023-2022YTD 2023-2022
(in thousands)
Crocs Brand:     
Wholesale$369,177 $353,304 $1,187,081 $1,090,073 4.5 %8.9 %3.6 %9.9 %
Direct-to-consumer429,592 362,403 1,093,416 903,075 18.5 %21.1 %18.4 %22.0 %
Total Crocs Brand798,769 715,707 2,280,497 1,993,148 11.6 %14.4 %11.1 %15.3 %
HEYDUDE Brand (2):
  
Wholesale146,501 181,768 463,189 431,186 (19.4)%7.4 %(19.7)%7.5 %
Direct-to-consumer100,447 87,619 258,564 185,489 14.6 %39.4 %14.6 %39.4 %
Total HEYDUDE Brand246,948 269,387 721,753 616,675 (8.3)%17.0 %(8.5)%17.0 %
Total consolidated revenues (2)
$1,045,717 $985,094 $3,002,250 $2,609,823 6.2 %15.0 %5.8 %15.7 %
(1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures” above for more information.
(2) We acquired HEYDUDE on February 17, 2022 and, as a result, added the HEYDUDE Brand as a new operating segment. Therefore, the amounts shown above for the nine months ended September 30, 2022 represent results during the Partial Period.

The primary drivers of changes in revenue were:
Three Months Ended September 30, 2023 vs. 2022
Volume
Price (1)
Foreign ExchangeTotal
$
Change
% Change$
Change
% Change$
Change
% Change$
Change
% Change
(in thousands)
Total revenues$(12,130)(1.2)%$68,425 6.9 %$4,328 0.5 %$60,623 6.2 %
(1) The change due to price is based on the change in ASP, as defined earlier in this section.

Nine Months Ended September 30, 2023 vs. 2022 (1)
Volume
Price (2)
Foreign ExchangeTotal
$
Change
% Change$
Change
% Change$
Change
% Change$
Change
% Change
(in thousands)
Total revenues$323,688 12.4 %$87,798 3.4 %$(19,059)(0.8)%$392,427 15.0 %
(1) We acquired HEYDUDE on February 17, 2022 and, as a result, added the HEYDUDE Brand as a new operating segment. Therefore, the amounts shown above for total revenues include a comparison of HEYDUDE results for the nine months ended September 30, 2023 to results during the Partial Period in 2022.
(2) The change due to price is based on the change in ASP.

Revenues. In the three months ended September 30, 2023,March 31, 2024, revenues increased compared to the same period in 2022.2023. This was primarily due to higher ASP of $90.7 million, or 10.3%, driven in part by product mix, customer mix, international price increases and lower discounts for the Crocs Brand, largely due to a combination of product mix, less discounting and increased pricing, and channel mix, partially offset by lower ASP in the HEYDUDE Brand as a result of more discounting than prior year. While our HEYDUDE Brand ASP of $29.68, as shown in the table above, increased 2.7% over the third quarter of 2022, this is a basic average and is not adjusted for channel dynamics. Looking at channel dynamics, pricing pressure was the largest contributor to the brand’s revenue decline. Favorable foreign currency fluctuations, most significantly in the Euro, also increased revenues.Brand. The overall increase was offset in part by lower volume in both brands. For the Crocs Brand,of $29.7 million, or 3.4%, driven by lower volume decreased in our distributor markets due in large part to the termination of our relationship with a significant distributor in our EMEALA segment in the previous quarter after finding evidence of product diversion to the gray market outside of its approved territories. Forfor the HEYDUDE Brand, volume decreased due topartially offset by higher volumes in the prior year as a result of rapid
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expansion to strategic wholesale customers and more cautious order patterns from several of our wholesale partners in the current year.

Revenues also increased in the nine months ended September 30, 2023, primarily due to higher volume. The higher volume was driven in part by greater demand for the Crocs Brand and in part by operating HEYDUDE for a full nine months in 2023 compared to the partial period from the acquisition date of February 17, 2022 through September 30, 2022 (the “Partial Period”). Higher ASP in the Crocs Brand, primarily due to increased pricing, was partially offset by lower ASP in the HEYDUDE Brand as a result of increased promotions and discounting. Unfavorableboth channels. Net unfavorable foreign currency fluctuations most significantly the Chinese Yuan and Korean Won, also decreased revenues.

Cost of sales. In the three months ended September 30, 2023, compared to the same period in 2022, cost of sales increased $20.3revenues by $6.6 million, or 4.6%0.7%. This was primarily driven by higher average cost per unit on a constant currency basis (“AUC”) of $34.6 million, or 7.8%, primarily due to increased distribution costs associated with the move to our new HEYDUDE distribution center in Las Vegas, Nevada and increased product costs for the HEYDUDE Brand. This increase was partially offset by lower volume of $9.1 million, or 2.0%, and favorable foreign currency fluctuations of $5.2 million, or 1.2%. In the three months ended September 30, 2023 and 2022, respectively, cost of sales includes $148.1 million and $103.3 million of distribution expenses primarily related to receiving, inspecting, warehousing, and packaging product in owned and third-party warehouses, combined with transportation costs associated with delivering products from distribution centers to wholesale partners, retail stores and end customers.

In the nine months ended September 30, 2023, compared to the same period in 2022, cost of sales increased $77.1 million, or 6.2%, due to higher volume of $148.3 million, or 11.9%. This increase was offset in part due to lower AUC of $49.4 million, or 4.0%, primarily due to prior year adjustments of $62.2 million to the fair value of inventory costs upon close of the acquisition of HEYDUDE, partially offset by increased distribution costs associated with the move to our new HEYDUDE distribution center in Las Vegas, Nevada. Favorable foreign currency fluctuations decreased cost of sales by $21.9 million, or 1.7%. In the nine months ended September 30, 2023 and 2022, respectively, cost of sales includes $376.0 million and $326.0 million of distribution expenses primarily related to receiving, inspecting, warehousing, and packaging product in owned and third-party warehouses, combined with transportation costs associated with delivering products from distribution centers to wholesale partners, retail stores and end customers.

Gross profit.margin. Gross margin increased in the three months ended September 30, 2023March 31, 2024 to 55.6% compared to 54.9%53.9% in the same period in 2022.2023. This was primarily due todriven by lower freight costs, partially due to higher air freight incurred in the prior year, and lower promotional activity for the Crocs Brand, offset in part by higher distribution costs and product cost for the HEYDUDE Brand.

Gross profit increased $40.3 million, or 7.5%, in the three months ended September 30, 2023 compared to the same period in 2022, due to the net impactcosts of higher ASP and higher AUC, as described above, of $33.9 million, or 6.3%, favorable foreign currency changes of $9.5 million, or 1.8%. Lower volume of $3.1 million, or 0.6% slightly decreased gross profit.

Gross margin in the nine months ended September 30, 2023 was 55.9% compared to 52.3% in 2022. This was due in part to higher air freight incurred in the prior year as well as 240160 basis points from adjustments in the prior year related to the fair value of inventory costs upon close of the acquisition of HEYDUDE.

points.
Gross profit increased $315.4 million, or 23.1%, in the nine months ended September 30, 2023 compared to the same period in 2022, primarily as a result of higher volume of $175.4 million, or 12.9%, and the net impact of higher ASP and lower AUC, as described above, of $137.2 million, or 10.0%. Favorable foreign currency changes of $2.8 million, or 0.2%, also contributed to the increase in gross profit.

Selling, general and administrative expenses. SG&A increased $30.5$54.2 million, or 11.0%22.5%, in the three months ended September 30, 2023March 31, 2024 compared to the same period in 2022.2023. This is due in part due to higher compensation expensean $18.2 million impairment charge for information technology systems related to the HEYDUDE integration and an increased investment of $16.7 million primarily associated with antalent of $16.4 million. An increased investment in talent. There wasmarketing of $8.5 million, impairment charges of $5.9 million related to our former warehouses in Las Vegas, Nevada and the Netherlands, higher facilities costs of $4.6 million, and net other costs of $0.6 million also ancontributed to the increase in marketing expenses of $9.1 million and an increase in facilities of $5.0 million. Additionally, there was a $5.9 million increase in other costs, including variable costs associated with higher revenues. The overall increase was partially offset by $6.2 million of lower costs in 2023, primarily associated with the prior year HEYDUDE integration.SG&A.

SG&A expenses increased $118.8 million, or 16.2%, during the nine months ended September 30, 2023 compared to the same period in 2022. There were higher compensation costs of $46.7 million, primarily associated with an investment in talent. There were also higher marketing costs of $41.7 million as we continue to invest in marketing to fuel growth, mostly associated with the HEYDUDE Brand. Various other costs, including variable costs associated with higher revenues and information
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technology costs, also increased SG&A by $61.6 million. These increases were offset in part by $31.2 million of lower costs in 2023 associated with the prior year HEYDUDE acquisition and integration.

Foreign currency losses, net. Foreign currency losses, net, consist of realized and unrealized foreign currency gains and losses from the remeasurement and settlement of monetary assets and liabilities denominated in non-functional currencies as well as realized and unrealized gains and losses on foreign currency derivative instruments. During the three months ended September 30, 2023,March 31, 2024, we recognized realized and unrealized net foreign currency losses of $1.8$2.3 million compared to losses of $0.4 million during the three months ended September 30, 2022.March 31, 2023.

DuringInterest expense. Interest expense during the ninethree months ended September 30, 2023, we recognized realized and unrealized net foreign currency losses of $1.6March 31, 2024 decreased $12.1 million, or 28.3%, compared to losses of $1.1 million during the ninethree months ended September 30, 2022.March 31, 2023 due to lower outstanding borrowings and lower weighted average interest rates on both the Term Loan B Facility and the Revolving Facility (each as defined herein) in the current year.

Income tax expense. During the three months ended September 30, 2023,March 31, 2024, income tax expense decreased $3.8$0.6 million compared to the same period in 2022.2023. The effective tax rate for the three months ended September 30, 2023March 31, 2024 was 24.2%21.4% compared to an effective tax rate of 26.2%22.0% for the same period in 2022,2023, a 2.0%0.6% decrease. This decrease in the effective tax rate was primarily driven by a shift in the mix of the Company's domestic and foreign earnings. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.

During the nine months ended September 30, 2023, income tax expense increased $22.9 million compared to the same period in 2022. The effective tax rate for the nine months ended September 30, 2023 was 23.3% compared to an effective tax rate of 25.9% for the same period in 2022, a 2.6% decrease. This decrease in the effective tax rate was primarily driven by a shift in the mix of the Company's domestic and foreign earnings. Our effective income tax rate for each period presented also differs from the federal U.S. statutory rate due differences in income tax rates between U.S. and foreign jurisdictions.

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Reportable Operating Segments

The following table sets forth information related to our reportable operating segments, including a comparison of revenues and operating income by segment:
 Three Months Ended September 30,Nine Months Ended September 30,% Change
Constant Currency
% Change (1)
Favorable (Unfavorable)
 2023202220232022Q3 2023-2022YTD 2023-2022Q3 2023-2022YTD 2023-2022
 (in thousands)
Revenues:    
North America$480,744 $445,327 $1,306,609 $1,187,713 8.0 %10.0 %8.2 %10.3 %
Asia Pacific175,199 138,450 513,459 383,187 26.5 %34.0 %28.6 %39.2 %
EMEALA142,826 131,929 460,429 422,226 8.3 %9.0 %2.7 %8.0 %
Brand corporate— — 22 (100.0)%(100.0)%(100.0)%(100.0)%
Crocs Brand revenues798,769 715,707 2,280,497 1,993,148 11.6 %14.4 %11.1 %15.3 %
HEYDUDE Brand revenues (2)
246,948 269,387 721,753 616,675 (8.3)%17.0 %(8.5)%17.0 %
Total consolidated revenues$1,045,717 $985,094 $3,002,250 $2,609,823 6.2 %15.0 %5.8 %15.7 %
Income from operations:
  
North America$218,018 $191,438 $560,358 $498,413 13.9 %12.4 %14.0 %12.6 %
Asia Pacific69,762 40,286 203,203 121,823 73.2 %66.8 %66.6 %67.1 %
EMEALA49,939 40,506 176,844 128,819 23.3 %37.3 %7.7 %30.4 %
Brand corporate(40,263)(36,896)(107,260)(95,864)(9.1)%(11.9)%(8.7)%(11.9)%
Crocs Brand income from operations297,456 235,334 833,145 653,191 26.4 %27.5 %22.7 %26.3 %
HEYDUDE Brand income from operations (2)
31,776 79,056 173,905 136,381 (59.8)%27.5 %(60.0)%27.7 %
Enterprise corporate
(55,380)(50,327)(179,781)(158,868)(10.0)%(13.2)%(10.0)%(13.2)%
Total consolidated income from operations$273,852 $264,063 $827,269 $630,704 3.7 %31.2 %0.3 %30.0 %
 Three Months Ended March 31,% Change
Constant Currency
% Change (1)
Favorable (Unfavorable)
 20242023Q1 2024-2023Q1 2024-2023
 (in thousands)
Revenues:    
Crocs Brand revenues (2)
$743,816 $648,778 14.6 %15.6 %
HEYDUDE Brand revenues194,817 235,388 (17.2)%(17.3)%
Total consolidated revenues$938,633 $884,166 6.2 %6.9 %
Income from operations:
  
Crocs Brand income from operations (2)(3)
$264,124 $218,007 21.2 %25.9 %
HEYDUDE Brand income from operations (3)
40,146 76,620 (47.6)%(47.8)%
Enterprise corporate (3)
(77,841)(59,699)30.4 %32.5 %
Total consolidated income from operations$226,429 $234,928 (3.6)%0.2 %
(1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures” for more information.
(2) We acquiredOur business has continued to evolve in the period following the consummation of the HEYDUDE on February 17, 2022acquisition, as we have grown the brand and staffed and developed our leadership team at HEYDUDE. In the fourth quarter of 2023, to reflect changes in the way management evaluates performance, makes operating decisions, and allocates resources, we updated our reportable operating segments to be (i) Crocs Brand and (ii) HEYDUDE Brand. Our ‘North America,’ ‘Asia Pacific,’ and ‘EMEALA’ segments as well as revenues and expenses related to Crocs ‘Brand corporate’ have been consolidated to the ‘Crocs Brand.’ As a result addedof these changes, the HEYDUDE Brand as a new operating segment. Therefore, thepreviously reported amounts shown abovefor revenues and income from operations for the ninethree months ended September 30, 2022 represent results during the Partial Period.March 31, 2023 have been recast to conform to current period presentation.

(3)
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The primary drivers2024, to reflect a change in the way management evaluates segment performance, makes operating decisions, and allocates resources, we made changes to segment profitability related to certain foreign currency amounts impacting cost of sales. These amounts have shifted costs or benefits that were previously presented in each of our reportable segments to ‘Enterprise corporate.’ We believe that the impact of these changes in revenues by operatingon prior periods is insignificant to each segment were:
Three Months Ended September 30, 2023 vs. 2022
Volume
Price (1)
Foreign ExchangeTotal
$
Change
% Change$
Change
% Change$
Change
% Change$
Change
% Change
(in thousands)
Segment Revenues:
Crocs Brand:
North America$3,374 0.8 %$32,822 7.4 %$(779)(0.2)%$35,417 8.0 %
Asia Pacific4,466 3.1 %35,237 25.5 %(2,954)(2.1)%36,749 26.5 %
EMEALA(16,551)(12.5)%19,996 15.2 %7,452 5.6 %10,897 8.3 %
HEYDUDE Brand(3,418)(1.3)%(19,630)(7.3)%609 0.3 %(22,439)(8.3)%
Total segment revenues$(12,129)(1.3)%$68,425 6.9 %$4,328 0.6 %$60,624 6.2 %
(1) The change due to price for revenues is based on ASP, as defined earlier in this section.

Nine Months Ended September 30, 2023 vs. 2022
Volume
Price (1)
Foreign ExchangeTotal
$
Change
% Change$
Change
% Change$
Change
% Change$
Change
% Change
(in thousands)
Segment Revenues:
Crocs Brand:
North America$117,972 9.9 %$4,116 0.4 %$(3,192)(0.3)%$118,896 10.0 %
Asia Pacific57,771 15.1 %92,412 24.1 %(19,911)(5.2)%130,272 34.0 %
EMEALA(27,443)(6.5)%61,333 14.5 %4,313 1.0 %38,203 9.0 %
HEYDUDE Brand (2)
175,410 28.4 %(70,063)(11.4)%(269)— %105,078 17.0 %
Total segment revenues$323,710 12.4 %$87,798 3.4 %$(19,059)(0.8)%$392,449 15.0 %
(1) The change due to price for revenues is based on ASP, as defined earlier in this section.
(2) We acquired HEYDUDE on February 17, 2022 and as a result, added the HEYDUDE Brand as a new operating segment. Therefore, the amounts shown above for the nine months ended September 30, 2022 represent results during the Partial Period.thus have not recast prior periods.

Crocs Brand

North America Operating Segment
Revenues. Despite a declining U.S. footwear market, North AmericaCrocs Brand revenues increased in the three months ended September 30, 2023March 31, 2024 compared to the same period in 2022.2023. This increase was due primarilyin part to higher ASP as a result of product mix, a decrease in discounting, and channel mix. Increases in volume in our DTC channel were partially offset by decreases in volume in our wholesale channel as a result of strategic shifts in our distribution model with Amazon.

The increase in North America revenues in the nine months ended September 30, 2023 compared to the same period in 2022 is primarily due to an increase in volume, driven by both channels, and higher ASP, primarily as a result of product mix, a decreasecustomer mix, select price increases in promotional activity,international markets, and channel mix.less discounting than the prior year. Higher volume in both channels also drove the increase in revenues while net unfavorable foreign currency fluctuations partially offset the overall increase to revenues.

Income from Operations. Income from operations for our North AmericaCrocs Brand segment was $218.0$264.1 million for the three months ended September 30, 2023,March 31, 2024, an increase of $26.6$46.1 million, or 13.9%21.2%, compared to the same period in 2022.2023. Gross profit increased by $41.0 million, or 15.2%margin was 58.1%, an increase of 230 basis points compared to prior year, mostly asprimarily due to favorable customer mix, which was largely driven by the termination of our relationship with a result of higher ASP. Higher volume, particularlysignificant distributor in the DTC channel, also contributed to thesecond quarter of 2023 following evidence that it was selling goods outside of its approved territories, price increases in international markets, and lower freight costs. The overall increase in gross profit.margin was partially offset by higher royalty expense.

SG&A for our North AmericaCrocs Brand segment increased $14.4$24.2 million, or 18.2%16.8%, during the three months ended September 30, 2023March 31, 2024 compared to the same period in 2022.2023. This increase was primarily due to higher compensationmarketing costs, as a result of higher wages for hourly employees and higher variable expenses related to higher revenues in the DTC channel.

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During the nine months ended September 30, 2023, income from operations for our North America segment was $560.4 million, an increase of $61.9 million, or 12.4%, compared to the same period in 2022. Gross profit increased $93.1 million, or 13.0%, primarily due to higher volume and lower AUC, primarily as a result of lower freight costs, partially due to higher air freight incurred in the prior year.

SG&A for our North America segment increased $31.2 million, or 14.5%, during the nine months ended September 30, 2023 compared to the same period in 2022, primarily due to higher compensation costs as a result of higher wages for hourly employees and higher variable expenses related to higher revenues in the DTC channel.

Asia Pacific Operating Segment

Revenues. Revenues in our Asia Pacific segment increased 26.5% in the three months ended September 30, 2023 compared to the same period in 2022, and was up in most countries in the region, driven by growth in Australia and China, in part as a result of the relaxation of COVID-19 restrictions in China. Additionally, there was notable growth in South Korea and Southeast Asia. The increase in revenues is largely due to higher ASP, primarily as a result of increased pricing, less discounting,channel, and an increased share of charms compared to the prior year. The overall increase was partially offset by unfavorable foreign currency changes, most significantly in the Chinese Yuan.

Revenues in our Asia Pacific segment increased in the nine months ended September 30, 2023 compared to the same period in 2022, as a result of ASP increases, as a result of less discounting and increased pricing, and volume increases due to increased consumer demand. Unfavorable foreign currency fluctuations in most currencies, but most significantly the Chinese Yuan and Korean Won, partially offset ASP and volume increases.

Income from Operations. Income from operations for the Asia Pacific segment was $69.8 million for the three months ended September 30, 2023, an increase of $29.5 million, or 73.2%, compared to the same period in 2022. Gross profit increased by $35.8 million, or 43.1%, as a result of higher ASP, as described above. Higher volume and favorable foreign currency changes also contributed to the increase in gross profit.

SG&A for our Asia Pacific segment increased $6.3 million, or 14.8%, during the three months ended September 30, 2023 compared to the same period in 2022, primarily due to increased variable expenses associated with higher revenues.

Income from operations for the Asia Pacific segment was $203.2 million for the nine months ended September 30, 2023, an increase of $81.4 million, or 66.8%, compared to the same period in 2022. Gross profit increased by $105.8 million, or 45.4%, primarily due to higher ASP, as described above, offset partially by higher AUC. Higher volume also increased gross profit, while changes in foreign currency slightly offset these increases.

SG&A for our Asia Pacific segment increased $24.4 million, or 21.9%, in the nine months ended September 30, 2023 compared to the same period in 2022, mostly due to increased variable expenses associated with higher revenues and investments in marketing.

EMEALA Operating Segment
Revenues. Revenues increased in the EMEALA segment in the three months ended September 30, 2023 compared to the same period in 2022, primarily as a result of higher ASPs, favorable foreign currency changes, primarily in the Euro, largely offset by decreased volume. Both the increased ASP and lower volume are due in part to the termination of a relationship with a significant distributor in Africa after finding evidence of product diversion to the gray market outside of its approved territories.

During the nine months ended September 30, 2023, EMEALA revenues increased compared to the same period in 2022, due to higher ASP, favorable foreign currency changes, primarily in the Euro, offset by decreased volume. Both the increased ASP and lower volume are due in part to the termination of a relationship with a significant distributor in Africa, as described above.

Income from Operations. Income from operations for the EMEALA segment was $49.9 million for the three months ended September 30, 2023, an increase of $9.4 million, or 23.3%, compared to the same period in 2022. Gross profit increased $14.3 million, or 23.4%, mostly as a result of higher ASP, as described above, offset partially by higher AUC driven by product mix. Favorable foreign currency fluctuations, mainly in the Euro, also increased gross profit. These increases were offset in part by decreased volume.

SG&A for our EMEALA segment increased $4.9 million, or 23.6%, during the three months ended September 30, 2023 compared to the same period in 2022, primarily due to an investment in marketing.
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Income from operations for the EMEALA segment was $176.8 million for the nine months ended September 30, 2023, an increase of $48.0 million, or 37.3%, compared to the same period in 2022. Gross profit increased $55.4 million, or 28.3%, primarily due to higher ASPs. Favorable foreign currency changes also increased gross profit while lower volume partially offset the overall increase.

SG&A for our EMEALA segment increased $7.4 million, or 11.1%, during the nine months ended September 30, 2023 compared to the same period in 2022. This was primarily due to an increase in marketing costs and variable costs associated with higher revenues, partially offset by various costs associated with the prior year shutdown of our direct operations in Russia that did not recur in the current year.

Crocs Brand Corporate

During the three months ended September 30, 2023, total net costs within ‘Brand corporate’ increased $3.4 million, or 9.1%, compared to the same period in 2022.

During the nine months ended September 30, 2023, total net costs within ‘Brand corporate’ increased $11.4 million, or 11.9%, compared to the same period in 2022, due in part to investments in brand marketing.talent.

HEYDUDE Brand

Revenues. For the three months ended September 30, 2023,March 31, 2024, revenues decreased compared to 2022. The2023. This decrease was primarily relateddue to lower ASP, driven by increased discountingvolume in the DTC channel. While ourboth channels. Higher ASP, of $29.68, as shown in the table within the ‘Results of Operations’ section above, increased 2.7% over the third quarter of 2022, this is a basic average and is not adjusted for channel dynamics. Looking at channel dynamics, pricing pressure was the largest contributor to the brand’s revenue decline. The decrease in revenues was also driven by a decrease in volume due to higher volumes in the prior year as a result of rapid expansion to strategic wholesale customers and more cautious order patterns from several of our wholesale partners in the current year.

During the nine months ended September 30, 2023, revenues increased compared to the Partial Period in 2022, primarily due to higher volume, driven in part by operating HEYDUDE for a full nine months in 2023 comparedfavorable channel and product mix, partially offset the overall decrease to 2022. Partially offsetting this increase was lower ASP driven by increased promotions, primarily in our DTC channel.revenues.
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Income from Operations. Income from operations for the HEYDUDE segment was $31.8$40.1 million for the three months ended September 30, 2023,March 31, 2024, a decrease of $47.3$36.5 million, or 59.8%47.6%, compared to 2022.2023. Gross profit decreased $43.5 million, or 33.1%margin was 46.2%, due primarily to higher AUC,a decrease of 340 basis points, primarily due to lower ASP, as described above, increased distributiontransition costs and infrastructure investments associated with the move to our new HEYDUDE distribution center in Las Vegas, Nevada and increased productin the current year. The overall decrease was partially offset by lower freight costs.

SG&A for the HEYDUDE Brand segment increased $3.8$9.8 million, or 7.2%24.4%, during the three months ended September 30, 2023March 31, 2024 compared to the same period in 2022.2023. This increase was primarily due to investments in talent made over the past year since the acquisition in February 2022.

Income from operations for the HEYDUDE segment was $173.9 million for the nine months ended September 30, 2023, an increase of $37.5 million, or 27.5%, compared to the Partial Period in 2022. Gross profit increased $81.0 million, or 34.3%, primarily due to higher volume, as described above. This increase was offset in part due to lower ASP, as described above, which was partially offset by lower AUC, primarily driven by prior year adjustments to the fair value of inventoryimpairment costs upon close of the acquisition that did not recurright-of-use assets for our former HEYDUDE Brand warehouses in Las Vegas, Nevada in the current year.

SG&A foryear and higher compensation costs as we continue to invest in talent while we grow the HEYDUDE Brand segment increased $43.5 million, or 43.5%, during the nine months ended September 30, 2023 compared to the Partial Period in 2022. This is primarily due to investments in marketing and talent made over the past year since the acquisition in February 2022 as well as an increase in store-related costs as a result of launching outlet retail stores in the current year.Brand.

Enterprise Corporate

During the three months ended September 30, 2023,March 31, 2024, total net costs within ‘Enterprise corporate’ increased $5.1$18.1 million, or 10.0%30.4%, compared to the same period in 2022.2023. This increase was primarily due to increases in compensation costs from a largeran impairment charge for information technology systems related to the HEYDUDE integration and an increased investment in talent, offset in part by prior year statutory costs associated with the HEYDUDE acquisition.

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During the nine months ended September 30, 2023, total net costs within ‘Enterprise corporate’ increased $20.9 million, or 13.2%, compared to the same period in 2022. This was primarily due to increases in compensation costs, professional services costs, information technology costs, and building costs. These increases were offset in part by lower costs in 2023 associated with the prior year HEYDUDE acquisition and integration.talent.

Store Locations and DigitalDirect-to-Consumer Comparable Sales Percentage

The tables below illustrate the overall change in the numberAs of ourMarch 31, 2024, we had 349 company-operated retail locations by reportable operating segment for the threeCrocs Brand, inclusive of 170 retail locations in North America and nine months ended September 30, 2023:

June 30,
2023
OpenedClosedSeptember 30,
2023
Company-operated retail locations:
North America175 — 173 
Asia Pacific156 157 
EMEALA15 — 17 
Total Crocs Brand346 347 
HEYDUDE Brand— 11 
Total355 358 

December 31,
2022
OpenedClosedSeptember 30,
2023
Company-operated retail locations:
North America171 173 
Asia Pacific151 10 157 
EMEALA18 17 
Total Crocs Brand340 16 347 
HEYDUDE Brand— 11 
Total345 22 358 

Digital sales, which includes sales through our company-owned websites, third party marketplaces, and e-tailers (which are reported in our wholesale channel), as a percent179 retail locations internationally. As of total revenues, by operating segment were:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Digital sales as a percent of total revenues:
Crocs Brand35.9 %37.4 %34.9 %36.0 %
HEYDUDE Brand (1)
41.6 %35.9 %37.9 %32.4 %
Total37.3 %37.0 %35.6 %35.2 %
(1) We acquired HEYDUDE on February 17, 2022 and, as a result, addedMarch 31, 2024, we had 19 company-operated retail locations for the HEYDUDE Brand, as a new operating segment. Therefore, the amounts shown aboveinclusive of 8 temporary clearance stores. As of March 31, 2023, we had 339 company-operated retail locations for the nine months ended September 30, 2022 represent results duringCrocs Brand, inclusive of 172 retail locations in North America and 167 retail locations internationally. As of March 31, 2023, we had 8 company-operated retail locations for the Partial Period.HEYDUDE Brand, all of which were temporary clearance stores.


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Direct-to-consumer (“DTC”) comparable sales were as follows:
Constant Currency (1)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Constant Currency (1)
Constant Currency (1)
Constant Currency (1)
Three Months Ended March 31,
2024
2024
2024
Direct-to-consumer comparable sales: (2)
Direct-to-consumer comparable sales: (2)
Direct-to-consumer comparable sales: (2)
Direct-to-consumer comparable sales: (2)
Crocs BrandCrocs Brand15.3 %18.2 %18.4 %13.6 %
HEYDUDE Brand (3)
8.1 %N/A16.5 %N/A
Crocs Brand
Crocs Brand
HEYDUDE Brand
HEYDUDE Brand
HEYDUDE Brand
(1) Reflects period over period change on a constant currency basis, which is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures” for more information.
(2) Comparable store status, as included in the DTC comparable sales figures above, is determined on a monthly basis. Comparable store sales include the revenues of stores that have been in operation for more than twelve months. Stores in which selling square footage has changed more than 15% as a result of a remodel, expansion, or reduction are excluded until the thirteenth month in which they have comparable prior year sales. Temporarily closed stores are excluded from the comparable store sales calculation during the month of closure and in the same month in the following year. Location closures in excess of three months are excluded until the thirteenth month post re-opening. E-commerce comparable revenues are based on same site sales period over period. E-commerce sites that are temporarily offline or unable to transact or fulfill orders (“site disruption”) are excluded from the comparable sales calculation during the month of site disruption and in the same month in the following year. E-commerce site disruptions in excess of three months are excluded until the thirteenth month after the site has re-opened.
(3) We acquired HEYDUDE on February 17, 2022 and, as a result, added the HEYDUDE Brand as a new operating segment. As such, in the three and nine months ended September 30, 2022, we did not disclose DTC Additionally, comparable sales for the HEYDUDE Brand.do not include leap days in leap years.

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Financial Condition, Capital Resources, and Liquidity

Liquidity

Our liquidity position as of September 30, 2023March 31, 2024 was:
September 30, 2023March 31, 2024
(in thousands)
Cash and cash equivalents$127,320159,286 
Available borrowings563,689498,689 

As of September 30, 2023,March 31, 2024, we had $127.3$159.3 million in cash and cash equivalents and up to $563.7$498.7 million of available borrowings, including $548.7$483.7 million of remaining borrowing availability under the Revolving Facility (as defined below) and $15.0 million of remaining borrowing availability under the Asia revolving facilities.Citibank Facility (as defined below). As of September 30, 2023,March 31, 2024, the Term Loan B Facility (as defined below) was fully drawn and there was no available borrowing capacity. We believe that cash flows from operations, our cash and cash equivalents on hand, and available borrowings under our Revolving Facility will be sufficient to meet our ongoing liquidity needs and capital expenditure requirements for at least the next twelve months.

In July 2023, we resumed our share repurchase program. Our capital allocation priorities will remain flexible between debt repayment and share repurchases as we approach our long-term net leverage targets.

Additional future financing may be necessary to fund our operations and there can be no assurance that, if needed, we will be able to secure additional debt or equity financing on terms acceptable to us or at all. Although we believe we have adequate sources of liquidity over the long term, the success of our operations, global economic conditions, and the pace of sustainable growth in our markets, among other things, could each impact our business and liquidity.

Repatriation of Cash

As a global business, we have cash balances in various countries and amounts are denominated in various currencies. Fluctuations in foreign currency exchange rates impact our results of operations and cash positions. Future fluctuations in foreign currencies may have a material impact on our cash flows and capital resources. Cash balances held in foreign countries may have additional restrictions and covenants associated with them which could adversely impact our liquidity and our ability to timely access and transfer cash balances between entities.

All of the cash held outside of the U.S. could be repatriated to the U.S. as of September 30, 2023March 31, 2024 without incurring additional U.S. federal income taxes. In some countries, repatriation of certain foreign balances is restricted by local laws. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. or other countries and could adversely
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affect our liquidity.As of September 30, 2023,March 31, 2024, we held $72.5$118.7 million of our total $127.3$159.3 million in cash in international locations. This cash is primarily used for the ongoing operations of the business in the locations in which the cash is held. Of the $72.5$118.7 million, $3.0$2.7 million could potentially be restricted by local laws.

Senior Revolving Credit Facility

In July 2019, the Company and certain of its subsidiaries (the “Borrowers”) entered into a Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), with the lenders named therein and PNC Bank, National Association, as a lender and administrative agent for the lenders. Since that time, we have amended the Credit Agreement, which, as amended to date, provides for a revolving credit facility of $750.0 million, which can be increased by an additional $250.0 million subject to certain conditions (the “Revolving Facility”). Borrowings under the Credit Agreement bear interest at a variable interest rate based on (A) a Base Rate (defined as the highest of (i) the Overnight Bank Funding Rate (as defined in the Credit Agreement), plus 0.25%, (ii) the Prime Rate (as defined in the Credit Agreement), and (iii) the Daily Simple SOFR (as defined in the Credit Agreement), plus 1.00%), plus an applicable margin ranging from 0.25% to 0.875% based on our leverage ratio or 1.35% to 1.975% for the Daily Simple SOFR based on the leverage ratio, or (B) the Term SOFR Rate (as defined in the Credit Agreement), plus an applicable margin ranging from 1.35% to 1.975% based on our leverage ratio for one-month interest periods and 1.40% to 2.025% based on our leverage ratio for three month interest periods. Borrowings under the Credit Agreement are secured by all of the assets of the Borrowers and guaranteed by certain other subsidiaries of the Borrowers.

The Credit Agreement requires or required, as applicable, us to maintain a minimum interest coverage ratio of 3.00 to 1.00, and a maximum leverage ratio of (i) 4.00 to 1.00 from the quarter ended March 31, 2022 through, and including, the quarter endingended December 31, 2023, (ii) 3.75 to 1.00 for the quarter endingended March 31, 2024, (iii) 3.50 to 1.00 for the quarter ending June 30, 2024, and (iv) 3.25 to 1.00 for the quarter ending September 30, 2024 and thereafter (subject to adjustment in certain circumstances). The Credit Agreement permits, among other things, (i) stock repurchases subject to certain restrictions,
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including after giving effect to such stock repurchases, the maximum leverage ratio does not exceed certain levels; and (ii) certain acquisitions so long as there is borrowing availability under the Credit Agreement of at least $40.0 million. As of September 30, 2023,March 31, 2024, we were in compliance with all financial covenants under the Credit Agreement.

As of September 30, 2023,March 31, 2024, the total commitments available from the lenders under the Revolving Facility were $750.0 million. At September 30, 2023,March 31, 2024, we had $200.0$265.0 million in outstanding borrowings and $1.3 million in outstanding letters of credit under the Revolving Facility, which reduces amounts available for borrowing under the Revolving Facility. As of September 30, 2023March 31, 2024 and December 31, 2022,2023, we had $548.7$483.7 million and $748.7$558.7 million, respectively, of available borrowing capacity under the Revolving Facility, which matures November 2027.

Term Loan B Facility

On February 17, 2022, the Company entered into a credit agreement (the “Original Term Loan B Credit Agreement”) with Citibank, N.A., as administrative agent and lender, to among other things, finance a portion of the cash consideration for the Acquisition, which was amended (the "Amendment") on August 8, 2023 (the “August 2023 Amendment”) and on February 13, 2024 (the “February 2024 Amendment”). The Original Term Loan B Credit Agreement, as amended by the August 2023 Amendment and the February 2024 Amendment is referred to herein as the “Term Loan B Credit Agreement”).Agreement.”

The Original Term Loan B Credit Agreement provided for an aggregate term loan B facility in the principal amount of $2.0 billion. Prior to the February 2024 Amendment, the outstanding balance was $820.0 million. Among other things, the February 2024 Amendment provided for a new $1.18 billion$820.0 million tranche of term loans (the “2023“2024 Refinancing Term Loans” and, such facility, the "Term Loan B Facility"), which isto refinance the then-outstanding principal balance. The 2024 Refinancing Term Loans are secured by substantially all of the Company’s and each subsidiary guarantor’s assets on a pari passu basis with their obligations arising from the Term Loan B Credit Agreement and is scheduled to mature on February 17, 2029, subject to certain exceptions set forth in the Term Loan B Credit Agreement. Additionally, subject to certain conditions, including, without limitation, satisfying certain leverage ratios, the Company may, at any time, on one or more occasions, add one or more new classes of term facilities and/or increase the principal amount of the loans of any existing class by requesting one or more incremental term facilities.

Pursuant to the reduced interest rate margins applicable to the 20232024 Refinancing Term Loans, each term loan borrowing which is an alternate base rate borrowing bears interest at a rate per annum equal to the Alternate Base Rate (as defined in the Term Loan B Credit Agreement), plus 2.00%1.25%. Each term loan borrowing which is a term benchmarkSOFR borrowing bears interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Term Loan B Credit Agreement) plus 3.00%2.25%.

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Outstanding principal under the Term Loan B Facility is payable on the last business day of each March, June, September and December, in a quarterly aggregate principal amount of $5.0 million. Quarterly aggregate principal payments began on June 30, 2022, with the remaining principal amount due on February 17, 2029, the maturity date. The 2023 Refinancing Term Loans replaced and refinanced all outstanding term loans under the Original Term Loan B Credit Agreement. As of September 30, 2023, we had $1,090.0 million in outstanding principal andMarch 31, 2024, the Term Loan B Facility was fully drawn with no remaining borrowing capacity.capacity, and we had $810.0 million in outstanding principal on the Term Loan B Facility, which matures on February 17, 2029.

The Term Loan B Credit Agreement also contains customary affirmative and negative covenants, incurrence financial covenants, representations and warranties, events of default and other provisions. As of September 30, 2023,March 31, 2024, we were in compliance with all financial covenants under the Term Loan B Credit Agreement.

Asia Revolving Credit FacilitiesFacility

During the ninethree months ended September 30, 2023,March 31, 2024, we had two revolving credit facilities in Asia, theone revolving credit facility with China Merchants Bank Company Limited, Shanghai Branch (the “CMBC Facility”), which matured in January 2023 and provided up to 10.0 million RMB, or $1.5 million using current exchange rates as of January 2023, and the revolving credit facilityAsia with Citibank (China) Company Limited, Shanghai Branch (the “Citibank Facility”), which, as amended, provides up to an equivalent of $15.0 million.

As of September 30, 2023,March 31, 2024, we had no borrowings outstanding on the Citibank Facility. As of December 31, 2022, we had no outstanding borrowings on the CMBC Facility, and2023, we had borrowings outstanding of $4.3$3.3 million on the Citibank Facility.

Senior Notes Issuances

In March 2021, the Company completed the issuance and sale of $350.0 million aggregate principal amount of 4.250% Senior Notes due March 15, 2029 (the “2029 Notes”), pursuant to the indenture related thereto (as amended and/or supplemented to date, the “2029 Notes Indenture”). Additionally, in August 2021, the Company completed the issuance and sale of $350.0 million aggregate principal amount of 4.125% Senior Notes due August 15, 2031 (the “2031 Notes”), pursuant to the indenture related thereto (as amended and/or supplemented to date, “the 2031 Notes Indenture” and, together with the 2029 Notes Indenture, the “Indentures” and, each, an “Indenture”). Interest on each of the 2029 Notes and the 2031 Notes (collectively, the “Notes”) is payable semi-annually.

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The Company had or will have, as applicable, the option to redeem all or any portion of the 2029 Notes, at once or over time, at any time on or after March 15, 2024, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably on an annual basis to par and accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company will also havehad the option to redeem some or all of the 2029 Notes at any time before March 15, 2024 at a redemption price of 100% of the principal amount to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time before March 15, 2024, the Company may redeemcould have redeemed up to 40% of the aggregate principal amount of the 2029 Notes at a redemption price of 104.250% of the principal amount with the proceeds from certain equity issuances, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The Company will have the option to redeem all or any portion of the 2031 Notes, at once or over time, at any time on or after August 15, 2026, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably on an annual basis to par and accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company will also have the option to redeem some or all of the 2031 Notes at any time before August 15, 2026 at a redemption price of 100% of the principal amount to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time before August 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the 2031 Notes at a redemption price of 104.125% of the principal amount with the proceeds from certain equity issuances, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The Notes rank pari passu in right of payment with all of the Company’s existing and future senior debt, including the Credit Agreement, and are senior in right of payment to any of the Company’s future debt that is, by its term, expressly subordinated in right of payment to the Notes. The Notes are unconditionally guaranteed by each of the Company’s restricted subsidiaries that is a borrower or guarantor under the Credit Agreement and by each of the Company’s wholly-owned restricted subsidiaries that guarantees any debt of the Company or any guarantor under any syndicated credit facility or capital markets debt in an aggregate principal amount in excess of $25.0 million.

The Indentures contain covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to incur additional debt or issue certain preferred stock; pay dividends or repurchase or redeem capital stock or make other
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restricted payments; declare or pay dividends or other payments; incur liens; enter into certain types of transactions with the Company’s affiliates; and consolidate or merge with or into other companies. As of September 30, 2023,March 31, 2024, we were in compliance with all financial covenants under the Notes.


Cash Flows
Nine Months Ended September 30,$ Change% Change Three Months Ended March 31,$ Change% Change
20232022Favorable (Unfavorable) 20242023Favorable (Unfavorable)
(in thousands)
Cash provided by operating activities$580,726 $246,685 $334,041 135.4 %
Cash provided by (used in) operating activities
Cash provided by (used in) operating activities
Cash provided by (used in) operating activities$(27,574)$9,931 $(37,505)(377.7)%
Cash used in investing activitiesCash used in investing activities(86,468)(2,136,489)2,050,021 96.0 %Cash used in investing activities(15,750)(27,581)(27,581)11,831 11,831 42.9 42.9 %
Cash provided by (used in) financing activitiesCash provided by (used in) financing activities(557,852)1,827,653 (2,385,505)(130.5)%Cash provided by (used in) financing activities54,831 (52,306)(52,306)107,137 107,137 204.8 204.8 %
Effect of exchange rate changes on cash, cash equivalents, and restricted cashEffect of exchange rate changes on cash, cash equivalents, and restricted cash(262)(8,821)8,559 97.0 %Effect of exchange rate changes on cash, cash equivalents, and restricted cash(1,582)4,000 4,000 (5,582)(5,582)(139.6)(139.6)%
Net change in cash, cash equivalents, and restricted cashNet change in cash, cash equivalents, and restricted cash$(63,856)$(70,972)$7,116 10.0 %Net change in cash, cash equivalents, and restricted cash$9,925 $$(65,956)$$75,881 115.0 115.0 %

Operating Activities. Cash provided by operating activities consists of net income adjusted for noncash items and changes in working capital. Cash provided by operating activities increased $334.0decreased $37.5 million for the ninethree months ended September 30, 2023March 31, 2024 compared to the ninethree months ended September 30, 2022,March 31, 2023, driven by decreases in operating assets and liabilities of $81.2 million, primarily due to the change in accounts receivable, net of allowances, partially offset by higher net income, adjusted for non-cash items, of $152.4 million and increases in operating assets and liabilities of $181.6 million, primarily due to lower inventories.$43.7 million.

Investing Activities. There was a $2,050.0$11.8 million decrease in cash used in investing activities for the ninethree months ended September 30, 2023March 31, 2024 compared to the ninethree months ended September 30, 2022. The decrease is primarilyMarch 31, 2023. This was due to the cash paid for the acquisition, neta decrease in purchases of cash acquired, in the nine months ended September 30, 2022 that did not recur in the current year. Refer to Note 15 — Acquisition of HEYDUDE in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.property, equipment, and software.

Financing Activities. Cash provided byused in financing activities decreased by $2,385.5$107.1 million in the ninethree months ended September 30, 2023March 31, 2024 compared to the ninethree months ended September 30, 2022.March 31, 2023. The decrease in cash used in financing activities was primarily due to a
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decrease in repayments on borrowings of $239.6 million, a decrease of $2,026.1 million in proceeds from borrowings, which includes borrowings under the Term Loan B Facility of $2.0 billion used to fund the acquisition of HEYDUDE in part during the nine months ended September 30, 2022 that did not recur in the current year. Additionally, there was an increase of $253.4 million in repayments of borrowings, an increase of $150.0 million in repurchases of common stock, an increase of $5.6$4.5 million in repurchases of common stock for tax withholding, and a decreasean increase in cash provided by other financing activities of $0.1 million. The overall decrease in cash used in financing activities was partially offset by a $49.7decrease in proceeds from borrowings of $136.5 million decreaseand an increase of $0.6 million in deferred debt issuance costs.

Contractual Obligations

There have been no significant changes to the contractual obligations reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023, other than borrowings and repayments on the Term Loan B Facility, Revolving Facility, and Asia revolving credit facilities.Citibank Facility.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of September 30, 2023,March 31, 2024, other than certain purchase commitments, which are described in Note 1312 — Commitments and Contingencies in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.

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Critical Accounting Policies and Estimates
 
The preparation of theseour condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales, and expenses, and related disclosure of contingent assets and liabilities. We evaluate our assumptions and estimates on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

For a complete discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the year ended December 31, 20222023 and Note 21RecentBasis of Presentation and Summary of Significant Accounting PronouncementsPolicies in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q. There have been no other significant changes in our critical accounting policies or their application since December 31, 2022.2023.

Recent Accounting Pronouncements
 
See Note 2 — Recent Accounting Pronouncements in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q for a description of recently adopted accounting pronouncements and issued accounting pronouncements that we believe may have an impact on our condensed consolidated financial statements when adopted.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We centrally manage our debt and investment portfolios considering investment opportunities and risks, tax consequences, and overall financing strategies. Our exposure to market risk includes interest rate fluctuations in connection with our Revolving Facility and certain financial instruments.

Borrowings under our Term Loan B Facility and Revolving Facility bear interest at a variable rate and are therefore subject to risk based upon prevailing market interest rates. Interest rates fluctuate as a result of many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control.

As of September 30, 2023,March 31, 2024, we had borrowings with a face value of $1,990.0$1,775.0 million, comprised of the Notes, which carry a fixed rate, the Term Loan B Facility, and borrowings under our Revolving Facility. We also had $1.3 million in outstanding letters of credit under our Revolving Facility as of September 30, 2023.March 31, 2024. As of December 31, 2022,2023, we had long-term borrowings with a face value of $2,379.3$1,713.3 million and $1.3 million in outstanding letters of credit under our Revolving Facility.

A hypothetical increase of 1% in the interest rate on the variable rate borrowings under our Term Loan B Facility and Revolving Facility would have increasedincrease our interest expense over the next twelve months by $3.4$10.8 million and $11.6 millionbased on the balances outstanding for the three and nine months ended September 30, 2023, respectively.these borrowings as of March 31, 2024.

Foreign Currency Exchange Risk

Changes in exchange rates have a direct effect on our reported U.S. Dollar condensed consolidated financial statements because we translate the operating results and financial position of our international subsidiaries to U.S. Dollars using current period exchange rates. Specifically, we translate the statements of income of our foreign subsidiaries into the U.S. Dollar reporting currency using exchange rates in effect during each reporting period. As a result, comparisons of reported results between reporting periods may be impacted significantly due to differences in the exchange rates in effect at the time such exchange rates are used to translate the operating results of our international subsidiaries.

An increase of 1% of the value of the U.S. Dollar relative to foreign currencies when translating our financial results would have decreased our revenues and income before taxes during the three months ended September 30, 2023March 31, 2024 by $5.9$4.0 million and $1.1 million, respectively. During the nine months ended September 30, 2023, an increase of 1% of the value of the U.S. Dollar relative to foreign currencies would have decreased our revenues and income before taxes by $17.7 million and $4.2$1.4 million, respectively. This analysis does not account for transactional fluctuations in accounts, such as those driven by purchasing power, which is defined as purchasing foreign goods in the U.S. Dollar but recognizing the cost in foreign currencies. The volatility of the exchange rates is dependent on many factors that cannot be forecasted with reliable accuracy.

In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in earnings caused by fluctuations in foreign exchange rates, we may enter into forward foreign exchange contracts to buy or sell various foreign currencies. Changes in the fair value of these forward contracts are recognized in earnings in the period that the changes occur or in the period in which the hedged transaction affects earnings for derivatives classified as non-hedged or hedged, respectively, as defined in Note 76 — Derivative Financial Instruments in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q. As of September 30, 2023,March 31, 2024, the U.S. Dollar notional value of our outstanding foreign currency forward exchange contracts was approximately $165.3$183.2 million. The fair value of these contracts at September 30, 2023March 31, 2024 was an insignificant liability.asset.

We perform a sensitivity analysis to determine the effects that market risk exposures may have on the fair values of our foreign currency forward exchange contracts. To perform the sensitivity analysis, we assess the risk of changes in fair values from the effect of hypothetical changes in foreign currency exchange rates. This analysis assumes a like movement by the foreign currencies in our hedge portfolio against the U.S. Dollar. As of September 30, 2023,March 31, 2024, a 10% appreciation in the value of the U.S. Dollar would result in a net decrease in the fair value of our derivative portfolio of approximately $1.1$2.9 million.

See Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q for a discussion of the impact of the change in foreign exchange rates on our U.S. Dollar condensed consolidated statements of income for the ninethree months ended September 30, 2023March 31, 2024 and 2022.2023.
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ITEM 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as such item is defined under Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of September 30, 2023.March 31, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2023,March 31, 2024, to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can only provide reasonable assurance regarding management’s control objectives.

Changes in Internal Control over Financial Reporting

In the three months ended March 31, 2022, we closed the Acquisition, as discussed in Note 15 — Acquisition of HEYDUDE, and as such, internal controls over the HEYDUDE financial processes have been integrated and will be included in Management’s Evaluation of Disclosure Controls and Procedures for the year ending December 31, 2023. There were no other changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three months ended September 30, 2023March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — Other Information
 
ITEM 1. Legal Proceedings

A discussion of legal matters is found in Note 1312 — Commitments and Contingencies in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.

ITEM 1A. Risk Factors

There have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022.2023.

ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Issuer Purchases of Equity Securities
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share
Total Number of Shares Purchased as Part of Publicly
Announced Plans or Programs (1)
Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1)
July 1 - 31, 2023986,504 $111.51 986,504 $940,015,076 
August 1 - 31, 2023404,495 98.91 404,495 900,015,149 
September 1 - 30, 2023— — — 900,015,149 
  Total1,390,999 $107.85 1,390,999 $900,015,149 
(1) On April 23, 2021, the Board approved and authorized a program to repurchase up to $1.0 billion of our common stock. Additionally, on September 23, 2021, the Board approved an increase of $1.0 billion to our share repurchase authorization. As of September 30, 2023, approximately $900.0 million remained available for repurchase under our share repurchase authorization. The number, price, structure and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt arrangements, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not have an expiration date and does not oblige us to acquire any particular amount of our common stock. The Board may suspend, modify, or terminate the repurchase program at any time without prior notice.

ITEM 5. Other Information

InThe following table shows all directors or officers who adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended September 30, 2023,March 31, 2024. Except as shown below, during the three months ended March 31, 2024, no other directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Trading Arrangement
Name and PositionActionDateRule 10b5-1*Non-Rule 10b5-1**Total Number of Shares to be SoldExpiration Date
Anne Mehlman,
Executive Vice President and Chief Financial Officer
Adopt3/13/2024X7,1505/30/2025
* Intended to satisfy the affirmative defense of Rule 10b5-1(c).
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c).
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ITEM 6. Exhibits

Exhibit Number Description
3.1
3.2
3.3
3.4
4.1
10.1*
10.1*10.2*
10.3##
31.1†
31.2†
32+
101.INS†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†XBRL Taxonomy Extension Schema Document.
101.CAL†XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF†XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB†XBRL Taxonomy Extension Label Linkbase Document.
101.PRE†XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
*     Certain schedulesCompensatory plan or arrangement.
## Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.
†     Filed herewith.
+     Furnished herewith.
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
CROCS, INC.
Date: November 2, 2023May 7, 2024By:/s/ Anne Mehlman
Name:Anne Mehlman
Title:Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

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