Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 25, 2014 | |
Document And Entity Information[Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Registrant Name | 'Crocs, Inc. | ' |
Entity Central Index Key | '0001334036 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Common stock outstanding | ' | 87,532,602 |
Trading Symbol | 'crox | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Condensed Consolidated Statements of Income [Abstract] | ' | ' |
Revenues | $312,429 | $311,656 |
Cost of sales | 156,202 | 145,807 |
Gross profit | 156,227 | 165,849 |
Selling, general and administrative expenses | 139,405 | 128,199 |
Income from operations | 16,822 | 37,650 |
Foreign currency transaction losses, net | 2,768 | 2,600 |
Interest income | -477 | -306 |
Interest expense | 191 | 209 |
Other income, net | -141 | -28 |
Income before income taxes | 14,481 | 35,175 |
Income tax expense | 5,357 | 6,214 |
Net income | 9,124 | 28,961 |
Dividends on Series A convertibles preferred shares | 2,133 | ' |
Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature | 618 | ' |
Net income attributable to common stockholders | $6,373 | $28,961 |
Net income per common share (Note 11): | ' | ' |
Basic | $0.06 | $0.33 |
Diluted | $0.06 | $0.33 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Condensed Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | ' | ' |
Net income | $9,124 | $28,961 |
Other comprehensive income (loss): | ' | ' |
Foreign currency translation | -980 | -4,317 |
Reclassification of cumulative foreign exchange translation adjustments to net income, net of tax of $0 and $(3), respectively | ' | 299 |
Total comprehensive income | $8,144 | $24,943 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Condensed Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | ' | ' |
Tax Effect of Foreign Currency Translation Adjustment | $0 | ($3) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $411,806 | $317,144 |
Accounts receivable, net of allowances of $14,513 and $10,513, respectively | 206,213 | 104,405 |
Inventories | 192,376 | 162,341 |
Deferred tax assets, net | 4,521 | 4,440 |
Income tax receivable | 14,004 | 10,630 |
Other receivables | 17,025 | 11,942 |
Prepaid expenses and other current assets | 34,559 | 29,175 |
Total current assets | 880,504 | 640,077 |
Property and equipment, net | 86,413 | 86,971 |
Intangible assets, net | 81,415 | 74,822 |
Deferred tax assets, net | 19,688 | 19,628 |
Other assets | 40,930 | 53,661 |
Total assets | 1,108,950 | 875,159 |
Current liabilities: | ' | ' |
Accounts payable | 89,130 | 57,450 |
Accrued expenses and other current liabilities | 119,127 | 97,111 |
Deferred tax liabilities, net | 11,193 | 11,199 |
Income taxes payable | 16,924 | 15,992 |
Current portion of long-term borrowings and capital lease obligations | 5,192 | 5,176 |
Total current liabilities | 241,566 | 186,928 |
Long term income tax payable | 36,508 | 36,616 |
Long-term borrowings and capital lease obligations | 10,359 | 11,670 |
Other liabilities | 15,934 | 15,201 |
Total liabilities | 304,367 | 250,415 |
Commitments and contingencies (Note 13) | ' | ' |
Series A convertible preferred shares, par value $0.001 per share, 200,000 shares issued and outstanding, redemption amount and liquidation preference of $202,133 and $0 at March 31, 2014 and December 31, 2013, respectively (Note 12) | 182,838 | ' |
Stockholders' equity: | ' | ' |
Preferred shares, par value $0.001 per share, 5,000,000 shares authorized, none outstanding | ' | ' |
Common shares, par value $0.001 per share, 250,000,000 shares authorized, 91,987,136 and 87,888,964 shares issued and outstanding, respectively, at March 31, 2014 and 91,662,656 and 88,450,203 shares issued and outstanding, respectively, at December 31, 2013 | 92 | 92 |
Treasury stock, at cost, 4,098,172 and 3,212,453 shares, respectively | -68,265 | -55,964 |
Additional paid-in capital | 325,441 | 321,532 |
Retained earnings | 350,805 | 344,432 |
Accumulated other comprehensive income | 13,672 | 14,652 |
Total stockholders' equity | 621,745 | 624,744 |
Total liabilities and stockholders' equity | $1,108,950 | $875,159 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Condensed Consolidated Balance Sheets [Abstract] | ' | ' |
Allowances | $14,513 | $10,513 |
Series A preferred shares, par value | $0.00 | $0.00 |
Series A preferred shares, issued and outstanding | 200,000 | 200,000 |
Series A preferred shares, redemption value and liquidation preference | $202,133 | $0 |
Preferred shares, par value | $0.00 | $0.00 |
Preferred shares, authorized | 5,000,000 | 5,000,000 |
Preferred shares, outstanding | 0 | 0 |
Common shares, par value | $0.00 | $0.00 |
Common shares, authorized | 250,000,000 | 250,000,000 |
Common shares, issued | 91,987,136 | 91,662,656 |
Common shares, outstanding | 87,888,964 | 88,450,203 |
Treasury stock, shares | 4,098,172 | 3,212,453 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net income | $9,124 | $28,961 |
Depreciation and amortization | 9,373 | 10,264 |
Unrealized (gain) loss on foreign exchange, net | -5,708 | 2,982 |
Provision for doubtful accounts, net | 768 | 697 |
Share based compensation | 4,621 | 3,540 |
Other non-cash items | 49 | 419 |
Accounts receivable | -103,188 | -87,946 |
Inventories | -30,484 | -16,055 |
Prepaid expenses and other assets | 2,514 | -4,354 |
Accounts payable | 31,675 | 21,488 |
Accrued expenses and other liabilities | 20,943 | 5,841 |
Income taxes | -2,425 | -443 |
Cash used in operating activities | -62,738 | -34,606 |
Cash flows from investing activities: | ' | ' |
Cash paid for purchases of property and equipment | -5,089 | -9,889 |
Proceeds from disposal of property and equipment | ' | 515 |
Cash paid for intangible assets | -10,247 | -5,745 |
Restricted cash | -583 | -1,279 |
Cash used in investing activities | -15,919 | -16,398 |
Cash flows from financing activities: | ' | ' |
Proceeds from preferred stock offering, net of issuance costs of $15.8 million and $0.0 million, respectively | 182,220 | ' |
Proceeds from bank borrowings | ' | 12,173 |
Repayment of bank borrowings and capital lease obligations | -1,295 | -9,504 |
Issuances of common stock | 518 | 603 |
Purchase of treasury stock | -13,031 | -12,661 |
Repurchase of common stock for tax withholding | -669 | ' |
Cash provided by (used in) financing activities | 167,743 | -9,389 |
Effect of exchange rate changes on cash | 5,576 | -1,282 |
Net decrease in cash and cash equivalents | 94,662 | -61,675 |
Cash and cash equivalents - beginning of period | 317,144 | 294,348 |
Cash and cash equivalents - end of period | 411,806 | 232,673 |
Supplemental disclosure of cash flow information-cash paid during the period for: | ' | ' |
Interest | 152 | 499 |
Income taxes | 7,213 | 5,872 |
Supplemental disclosure of non-cash, investing, and financing activities: | ' | ' |
Assets acquired under capitalized leases | ' | 61 |
Accrued purchases of property and equipment | 1,612 | 2,380 |
Accrued purchases of intangibles | 5,088 | 768 |
Accrued dividends | 2,133 | ' |
Accretion of dividend equivalents | $618 | ' |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Condensed Consolidated Statements Of Cash Flows [Abstract] | ' | ' |
Series A preferred share issuance costs | $15.80 | $0 |
General
General | 3 Months Ended |
Mar. 31, 2014 | |
General [Abstract] | ' |
General | ' |
1. GENERAL | |
Organization | |
Crocs, Inc. and its subsidiaries (collectively the “Company,” “we,” “our” or “us”) are engaged in the design, development, manufacturing, marketing and distribution of footwear, apparel and accessories for men, women and children. | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. The condensed consolidated balance sheet as of December 31, 2013 was derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”). Accordingly, these statements do not include all of the information and disclosures required by GAAP or SEC rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting solely of normal recurring matters) considered necessary for a fair presentation of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. | |
Summary of Significant Accounting Policies | |
These statements should be read in conjunction with the consolidated financial statements and footnotes included in the 2013 Form 10-K. The accounting policies used in preparing these unaudited condensed consolidated financial statements are the same as those described in Note 1 – Organization & Summary of Significant Accounting Policies to the consolidated financial statements in the 2013 Form 10-K. | |
Earnings Per Share - Basic and diluted earnings per common share (“EPS”) is presented using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividend rights and participation rights in undistributed earnings. Under the two-class method, EPS is computed by dividing the sum of distributed and undistributed earnings attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. A participating security is a security that may participate in undistributed earnings with common stock had those earnings been distributed in any form. Our recently issued Series A Convertible Preferred Stock (“Series A preferred stock”) represent participating securities as holders of the Series A preferred stock are entitled to receive any and all dividends declared or paid on common stock on an as-converted basis. In addition, shares of our non-vested restricted stock awards are considered participating securities as they represent unvested share-based payment awards containing non-forfeitable rights to dividends. As such, these participating securities must be included in the computation of EPS pursuant to the two-class method on a pro-rata, as-converted basis. Diluted EPS reflects the potential dilution from securities that could share in our earnings. In addition, the dilutive effect of each participating security is calculated using the more dilutive of the two-class method described above, which assumes that the securities remain in their current form, or the if-converted method, which assumes conversion to common stock as of the beginning of the reporting date. Anti-dilutive securities are excluded from diluted EPS. See Note 11—Earnings Per Share for further discussion. | |
Recently Adopted Accounting Standards | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-11 Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU No. 2013-11”). This pronouncement provides guidance on financial statement presentation of an unrecognized tax benefit (“UTB”) when a net operating loss (“NOL”) carryforward, a similar tax loss or a tax credit carryforward exists. Under the pronouncement, an entity must present a UTB, or a portion of the UTB, in the financial statements as a reduction to a deferred tax asset (“DTA”) for an NOL carryforward, a similar tax loss or a tax credit carryforward except when: | |
1) An NOL carryforward, a similar tax loss or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle that would result from the disallowance of the tax position. | |
2) The entity does not intend to use the DTA for this purpose (provided that the tax law permits a choice). | |
If either of these conditions exists, an entity should present a UTB in the financial statements as a liability and should not net the UTB with a DTA. This amendment does not affect the amounts disclosed in the tabular reconciliation of the total amounts of UTBs because the tabular reconciliation presents gross amounts of UTBs. This pronouncement is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2013. The Company adopted this pronouncement on January 1, 2014. The adoption of this pronouncement did not have a material impact to the Company's consolidated financial position or results of operations. | |
Inventories
Inventories | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Inventories [Abstract] | ' | ||||||
Inventories | ' | ||||||
2. INVENTORIES | |||||||
The following table summarizes inventories by major classification as of March 31, 2014 and December 31, 2013: | |||||||
($ thousands) | 31-Mar-14 | 31-Dec-13 | |||||
Finished goods | $ | 185,563 | $ | 154,272 | |||
Work-in-progress | 491 | 685 | |||||
Raw materials | 6,322 | 7,384 | |||||
Inventories | $ | 192,376 | $ | 162,341 | |||
Property_And_Equipment
Property And Equipment | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Property And Equipment [Abstract] | ' | ||||||
Property And Equipment | ' | ||||||
3. PROPERTY & EQUIPMENT | |||||||
The following table summarizes property and equipment by major classification as of March 31, 2014 and December 31, 2013: | |||||||
March 31, | December 31, | ||||||
($ thousands) | 2014 | 2013 | |||||
Machinery and equipment | $ | 52,843 | $ | 52,003 | |||
Leasehold improvements | 101,761 | 93,235 | |||||
Furniture, fixtures and other | 25,756 | 23,653 | |||||
Construction-in-progress | 8,915 | 16,231 | |||||
Property and equipment, gross (1) | 189,275 | 185,122 | |||||
Less: Accumulated depreciation (2) | -102,862 | -98,151 | |||||
Property and equipment, net | $ | 86,413 | $ | 86,971 | |||
(1)Includes $0.1 million and $0.1 million of certain equipment held under capital leases and classified as equipment as of March 31, 2014 and December 31, 2013, respectively. | |||||||
(2)Includes $0.1 million and $0.1 million of accumulated depreciation related to certain equipment held under capital leases as of March 31, 2014 and December 31, 2013, respectively, which are depreciated using the straight-line method over the lease term. | |||||||
During the three months ended March 31, 2014 and 2013, we recorded $5.4 million and $6.1 million, respectively, in depreciation expense of which $0.5 million and $0.8 million, respectively, was recorded in ‘Cost of sales’, with the remaining amounts recorded in ‘Selling, general and administrative expenses’ in the condensed consolidated statements of income. | |||||||
Asset Impairments | |||||||
We periodically evaluate all of our long-lived assets for impairment when events or circumstances would indicate the carrying value of a long-lived asset may not be fully recoverable. During the three months ended March 31, 2014 and 2013, we recorded no charges related to asset impairments. | |||||||
Retail Store Closings | |||||||
During the three months ended March 31, 2014, we closed two retail locations in our Europe segment which were not scheduled to close until future periods and were selected for closure by management based on historical and projected profitability levels, relocation plans, and other factors. As of March 31, 2014, we recorded a liability of approximately $0.7 million related to these locations in ‘Accrued expenses and other current liabilities’ on the condensed consolidated balance sheets with a related expense in ‘Selling, general and administrative expenses’ on the condensed consolidated statements of income. The calculation of accrued store closing reserves primarily includes future minimum lease payments from the date of closure to the end of the remaining lease term, net of contractual or estimated sublease income. We record the liability at fair value in the period in which the store is closed. | |||||||
Goodwill_Intangible_Assets
Goodwill & Intangible Assets | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||
Goodwill & Intangible Assets [Abstract] | ' | ||||||||||||||||||
Goodwill & Intangible Assets | ' | ||||||||||||||||||
4. GOODWILL & INTANGIBLE ASSETS | |||||||||||||||||||
The following table summarizes the goodwill and identifiable intangible assets as of March 31, 2014 and December 31, 2013: | |||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||
($ thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
Capitalized software | $ | 129,013 | -1 | $ | -53,051 | -2 | $ | 75,962 | $ | 118,940 | -1 | $ | -49,665 | -2 | $ | 69,275 | |||
Customer relationships | 6,781 | -6,437 | 344 | 6,878 | -6,439 | 439 | |||||||||||||
Patents, copyrights, and trademarks | 6,626 | -4,462 | 2,164 | 6,501 | -4,272 | 2,229 | |||||||||||||
Core technology | 4,378 | -4,378 | - | 4,548 | -4,548 | - | |||||||||||||
Other | 981 | -636 | 345 | 983 | -709 | 274 | |||||||||||||
Total finite lived intangible assets | 147,779 | -68,964 | 78,815 | 137,850 | -65,633 | 72,217 | |||||||||||||
Indefinite lived intangible assets | 101 | - | 101 | 97 | - | 97 | |||||||||||||
Goodwill | 2,499 | - | 2,499 | 2,508 | - | 2,508 | |||||||||||||
Intangible assets | $ | 150,379 | $ | -68,964 | $ | 81,415 | $ | 140,455 | $ | -65,633 | $ | 74,822 | |||||||
(1)Includes $4.1 million of software held under a capital lease classified as capitalized software as of March 31, 2014 and December 31, 2013. | |||||||||||||||||||
(2)Includes $2.1 million and $1.9 million of accumulated amortization of software held under a capital lease as of March 31, 2014 and December 31, 2013, respectively, which is amortized using the straight-line method over the useful life. | |||||||||||||||||||
During the three months ended March 31, 2014 and 2013, amortization expense recorded for intangible assets with finite lives was $4.0 million and $4.2 million, respectively, of which $1.3 million and $1.6 million, respectively, was recorded in ‘Cost of sales’, with the remaining amounts recorded in ‘Selling, general and administrative expenses’ in the condensed consolidated statements of income. | |||||||||||||||||||
The following table summarizes estimated future annual amortization of intangible assets as of March 31, 2014: | |||||||||||||||||||
Amortization | |||||||||||||||||||
Fiscal years ending December 31, | ($ thousands) | ||||||||||||||||||
Remainder of 2014 | $ | 10,108 | |||||||||||||||||
2015 | 14,717 | ||||||||||||||||||
2016 | 14,285 | ||||||||||||||||||
2017 | 11,663 | ||||||||||||||||||
2018 | 9,702 | ||||||||||||||||||
Thereafter | 18,340 | ||||||||||||||||||
Total | $ | 78,815 | |||||||||||||||||
Accrued_Expenses_And_Other_Cur
Accrued Expenses And Other Current Liabilities | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Accrued Expenses And Other Current Liabilities [Abstract] | ' | ||||||
Accrued Expenses And Other Current Liabilities | ' | ||||||
5. ACCRUED EXPENSES & OTHER CURRENT LIABILITIES | |||||||
The following table summarizes accrued expenses and other current liabilities as of March 31, 2014 and December 31, 2013: | |||||||
March 31, | December 31, | ||||||
($ thousands) | 2014 | 2013 | |||||
Accrued compensation and benefits | $ | 26,559 | $ | 26,903 | |||
Professional services | 19,824 | 14,128 | |||||
Fulfillment, freight and duties | 15,489 | 12,565 | |||||
Sales/use and VAT tax payable | 14,393 | 9,142 | |||||
Accrued rent and occupancy | 11,850 | 12,198 | |||||
Accrued legal | 10,296 | 8,722 | |||||
Customer deposits | 7,043 | 6,940 | |||||
Dividend payable | 2,133 | - | |||||
Other (1) | 11,540 | 6,513 | |||||
Total accrued expenses and other current liabilities | $ | 119,127 | $ | 97,111 | |||
(1)The amounts in ‘Other’ consist of various accrued expenses and no individual item accounted for more than 5% of the total balance at March 31, 2014 or December 31, 2013. | |||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | |||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||
Fair Value Measurements | ' | ||||||||||||||
6. FAIR VALUE MEASUREMENTS | |||||||||||||||
Recurring Fair Value Measurements | |||||||||||||||
The following tables summarize the financial instruments required to be measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013: | |||||||||||||||
Fair Value as of March 31, 2014 | |||||||||||||||
Quoted prices in | Significant | ||||||||||||||
active markets | other | Significant | |||||||||||||
for identical | observable | unobservable | |||||||||||||
assets or liabilities | inputs | inputs | |||||||||||||
($ thousands) | (Level 1) | (Level 2) | (Level 3) | Total | Balance Sheet Classification | ||||||||||
Cash equivalents | $ | 118,871 | $ | - | $ | - | $ | 118,871 | Cash and cash equivalents and other current assets | ||||||
Fair Value as of December 31, 2013 | |||||||||||||||
Quoted prices in | Significant | ||||||||||||||
active markets | other | Significant | |||||||||||||
for identical | observable | unobservable | |||||||||||||
assets or liabilities | inputs | inputs | |||||||||||||
($ thousands) | (Level 1) | (Level 2) | (Level 3) | Total | Balance Sheet Classification | ||||||||||
Cash equivalents | $ | 37,870 | $ | - | $ | - | $ | 37,870 | Cash and cash equivalents and other current assets | ||||||
Derivative assets: | |||||||||||||||
Foreign currency contracts | - | 13,501 | - | 13,501 | Prepaid expenses and other current assets and other assets | ||||||||||
Derivative liabilities: | |||||||||||||||
Foreign currency contracts | $ | - | $ | 984 | $ | - | $ | 984 | Accrued expense and other current liabilities | ||||||
Non-Recurring Fair Value Measurements | |||||||||||||||
The majority of our non-financial instrument assets, which include inventories, property and equipment and intangible assets, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and the carrying value is not recoverable, the carrying value would be adjusted to the lower of its cost or fair value and an impairment charge would be recorded. | |||||||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Derivative Financial Instruments [Abstract] | ' | ||||||||
Derivative Financial Instruments | ' | ||||||||
7. DERIVATIVE FINANCIAL INSTRUMENTS | |||||||||
We transact business in various foreign countries and are therefore exposed to foreign currency exchange rate risk inherent in revenues, costs, and monetary assets and liabilities denominated in non-functional currencies. We have entered into foreign currency exchange forward contracts and currency swap derivative instruments to selectively protect against volatility in the value of non-functional currency denominated monetary assets and liabilities, and of future cash flows caused by changes in foreign currency exchange rates. We do not designate these derivative instruments as hedging instruments under the accounting standards for derivatives and hedging. Accordingly, these instruments are recorded at fair value as a derivative asset or liability on the balance sheet with their corresponding change in fair value recognized in ‘Foreign currency transaction (gains) losses, net’ in our condensed consolidated statements of income. For purposes of the condensed consolidated statement of cash flows, we classify the cash flows at settlement from undesignated instruments in the same category as the cash flows from the related hedged items, generally within ‘Cash provided by (used in) operating activities’. See Note 6 – Fair Value Measurements for further details regarding the fair values of the corresponding derivative assets and liabilities. As of March 31, 2014, we did not have derivative assets or liabilities on our condensed consolidated balance sheets as all derivative forward contracts described in the table below were entered into on March 31, 2014. | |||||||||
The following table summarizes the notional amounts of the outstanding foreign currency exchange contracts at March 31, 2014 and December 31, 2013. The notional amounts of the derivative financial instruments shown below are denominated in their United States (“U.S.”) Dollar equivalents and represent the amount of all contracts of the foreign currency specified. These notional values do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the foreign currency exchange risks. | |||||||||
March 31, | December 31, | ||||||||
($ thousands) | 2014 | 2013 | |||||||
Foreign currency exchange forward contracts by currency: | |||||||||
Japanese Yen | $ | 67,413 | $ | 68,707 | |||||
Euro | 52,850 | 38,577 | |||||||
Russian Ruble | 38,754 | 17,588 | |||||||
British Pound Sterling | 36,702 | 15,487 | |||||||
South Korean Won | 34,867 | 12,100 | |||||||
Singapore Dollar | 25,200 | 28,225 | |||||||
Mexican Peso | 18,125 | 18,350 | |||||||
Australian Dollar | 12,689 | 4,941 | |||||||
New Taiwan Dollar | 8,779 | 3,463 | |||||||
South African Rand | 7,746 | 3,076 | |||||||
Indian Rupee | 5,525 | 2,150 | |||||||
Canadian Dollar | 4,972 | 3,428 | |||||||
Hong Kong Dollar | 3,533 | 1,844 | |||||||
New Zealand Dollar | 2,468 | 943 | |||||||
Swedish Krona | 2,222 | 1,615 | |||||||
Norwegian Krone | 388 | - | |||||||
Total notional value, net | $ | 322,233 | $ | 220,494 | |||||
Latest maturity date | May-14 | Dec-15 | |||||||
The following table presents the amounts affecting the condensed consolidated statements of income from derivative instruments for the three months ended March 31, 2014 and 2013: | |||||||||
Three Months Ended March 31, | |||||||||
($ thousands) | 2014 | 2013 | Location of (Gain) Loss Recognized in Income on Derivatives | ||||||
Foreign currency exchange forwards | $ | 1,838 | $ | -9,941 | Foreign currency transaction (gains) losses, net | ||||
The account 'Foreign currency transaction gains (losses), net' on the condensed consolidated statements of income includes both realized and unrealized gains/losses from underlying foreign currency activity and derivative contracts. These gains and losses are reported on a net basis. For the three months ended March 31, 2014, the net loss recognized of $2.8 million recorded on the condensed consolidated statements of income is comprised of a $1.8 million net loss associated with our derivative instruments and a $1.0 million net loss associated with exposure from day-to-day business transactions in various foreign currencies. For the three months ended March 31, 2013, the net loss recognized of $2.6 million recorded on the condensed consolidated statements of income is comprised of a $12.5 million net loss associated with exposure from day-to-day business transactions in various foreign currencies partially offset by a $9.9 million net gain associated with our derivative instruments. | |||||||||
Bank_Borrowings_and_Capital_Le
Bank Borrowings and Capital Lease Obligations | 3 Months Ended | ||
Mar. 31, 2014 | |||
Bank Borrowings And Capital Lease Obligations [Abstract] | ' | ||
Bank Borrowings And Capital Lease Obligations | ' | ||
8. REVOLVING CREDIT FACILITY & BANK BORROWINGS | |||
Revolving Credit Facility | |||
On December 16, 2011, we entered into an Amended and Restated Credit Agreement, (as amended, the “Credit Agreement”) with the lenders named therein and PNC Bank, National Association (“PNC”), as a lender and administrative agent for the lenders. | |||
On March 27, 2014, we entered into the Fourth Amendment to Amended and Restated Credit Agreement (the "Fourth Amendment"), pursuant to which certain terms of the Credit Agreement were amended. The Fourth Amendment primarily (i) alters the minimum fixed charge coverage ratio from 1.25 to 1.00 to a scaled quarterly ratio of 1.15 to 1.00 in the first and second quarters of 2014, 1.20 to 1.00 in the third and fourth quarters of 2014 and 1.25 to 1.00 at the end of each quarter thereafter, and (ii) amends certain definitions of the financial covenants to become more favorable to us. | |||
As of March 31, 2014 and December 31, 2013, we had no outstanding borrowings under the Credit Agreement. As of March 31, 2014 and December 31, 2013, we had issued and outstanding letters of credit of $7.3 million and $7.2 million, respectively, which were reserved against the borrowing base under the terms of the Credit Agreement. As of March 31, 2014, we were in compliance with all restrictive financial covenants under the Credit Agreement. | |||
Long-term Bank Borrowings | |||
On December 10, 2012, we entered into a Master Installment Payment Agreement (“Master IPA”) with PNC in which PNC finances our purchase of software and services, which may include but are not limited to third party costs to design, install and implement software systems, and associated hardware described in the schedules defined within the Master IPA. The Master IPA was entered into to finance our implementation of a new enterprise resource planning (“ERP”) system which began in October 2012 and is estimated to continue through late 2014. The terms of each note payable under the Master IPA consist of variable interest rates and payment terms based on amounts borrowed and timing of activity throughout the implementation of the ERP system. | |||
As of March 31, 2014 and December 31, 2013, we had $15.5 million and $16.8 million, respectively, of long-term debt outstanding under five separate notes payable under the Master IPA, of which $5.2 million and $5.1 million, respectively, represent current installments. As of March 31, 2014, the notes bear interest rates ranging from 2.45% to 2.79% and maturities ranging from September 2016 to September 2017. As this debt arrangement relates solely to the construction and implementation of an ERP system for use by the entity, all interest expense incurred under the arrangement has been capitalized to the condensed consolidated balance sheets until the assets are ready for intended use and will be amortized over the useful life of the software upon that date. During the three months ended March 31, 2014 and 2013, we capitalized $0.1 million and $0.0 million, respectively, in interest expense related to this debt arrangement to the condensed consolidated balance sheets. | |||
The aggregate maturities of long-term bank borrowings at March 31, 2014 are as follows (in thousands): | |||
Fiscal years ending December 31, | |||
Remainder of 2014 | $ | 5,169 | |
2015 | 5,305 | ||
2016 | 4,150 | ||
2017 | 885 | ||
2018 | - | ||
Thereafter | - | ||
Total principal debt maturities | $ | 15,509 | |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Stock Based Compensation [Abstract] | ' | ||||||||||
Stock-Based Compensation | ' | ||||||||||
9. STOCK-BASED COMPENSATION | |||||||||||
Stock-based compensation expense is recognized on a straight-line basis over the applicable vesting period. During the three months ended March 31, 2014 and 2013, $4.7 million and $3.5 million, respectively, of stock-based compensation expense was recorded, of which $0.1 million and $0.2 million, respectively, related to the implementation of our ERP system was capitalized to intangible assets. | |||||||||||
Stock Options | |||||||||||
Options granted generally vest over four years with the first year vesting on a cliff basis followed by monthly vesting for the remaining three years. | |||||||||||
The following table summarizes the stock option activity for the three months ended March 31, 2014 and 2013: | |||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Options | Options | Weighted Average Exercise Price | Options | Weighted Average Exercise Price | |||||||
Outstanding at December 31, 2013 and 2012, respectively | 2,105,152 | $ | 13.34 | 2,621,686 | $ | 13.03 | |||||
Granted | 24,000 | 15.33 | 79,500 | 15.29 | |||||||
Exercised | -73,557 | 7.05 | -97,309 | 6.20 | |||||||
Forfeited or expired | -35,287 | 18.07 | -63,200 | 18.48 | |||||||
Outstanding at March 31 | 2,020,308 | $ | 13.51 | 2,540,677 | $ | 13.24 | |||||
Restricted Stock Awards and Units | |||||||||||
From time to time, we grant restricted stock awards (“RSA”) and restricted stock units (“RSU”) to our employees. RSAs and RSUs generally vest over three or four years depending on the terms of the grant. Unvested RSAs have the same rights as those of common shares including voting rights and non-forfeitable dividend rights. However, ownership of unvested RSAs cannot be transferred until they are vested. An unvested RSU is a contractual right to receive a share of common stock only upon its vesting. RSUs have dividend equivalent rights which accrue over the term of the award and are paid if and when the RSUs vest, but they have no voting rights. | |||||||||||
We typically grant time-based RSUs and performance-based RSUs. Time-based RSUs are typically granted on an annual basis to certain non-executive employees and vest in three annual installments on a straight-line basis beginning one year after the grant date. During the three months ended March 31, 2014 and 2013, the board of directors approved grants of 0.3 million and 0.8 million, respectively, of RSUs to certain non-executives. Performance-based RSUs are typically granted on an annual basis to certain executive employees and consist of a time-based and performance-based component. During the three months ended March 31, 2104 and 2013, the board of directors approved the grant of an aggregate of 1.0 million and 0.6 million, respectively, of RSUs to certain executives as part of a performance incentive program. During the three months ended March 31, 2014 and 2013, we recorded $3.7 million and $2.7 million, respectively, of stock-based payment expense related to RSUs. The following represents the vesting schedule of performance-based RSUs granted in 2014: | |||||||||||
Time Vested RSUs | Performance Vested RSUs (50% of Award) | ||||||||||
(50% of Award) | |||||||||||
Vest in 3 annual installments beginning one year after the date of grant | Performance Goals (weighted equally) | Potential Award | Further Time Vesting | ||||||||
Achievement of at least 70% of a one-year cumulative earnings per share performance goal. | Executive may earn from 50% to 200% of the target number of RSUs based on the level of achievement of the performance goal. | Earned RSUs vest 50% upon satisfaction of performance goal and 50% one year later. | |||||||||
Achievement of at least 90% of 2014 revenue target. | |||||||||||
The following table summarizes the RSA activity for the three months ended March 31, 2014 and 2013: | |||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Restricted Stock Awards | Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | |||||||
Outstanding at December 31, 2013 and 2012, respectively | 210,490 | $ | 13.43 | 355,509 | $ | 13.37 | |||||
Granted | - | - | - | - | |||||||
Vested (1) | -15,398 | 16.68 | -17,206 | 16.86 | |||||||
Forfeited or expired | -137,055 | 12.44 | -10,800 | 12.51 | |||||||
Outstanding at March 31 | 58,037 | $ | 14.89 | 327,503 | $ | 13.22 | |||||
(1)The RSAs vested during the three months ended March 31, 2014 and 2013 consisted entirely of time-based awards. | |||||||||||
The following table summarizes the RSU activity for the three months ended March 31, 2014 and 2013: | |||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Restricted Stock Units | Units | Weighted Average Grant Date Fair Value | Units | Weighted Average Grant Date Fair Value | |||||||
Outstanding at December 31, 2013 and 2012, respectively | 1,965,667 | $ | 16.50 | 1,414,661 | $ | 20.61 | |||||
Granted | 1,348,977 | 16.44 | 1,406,017 | 14.94 | |||||||
Vested (1) | -408,564 | 17.09 | -194,687 | 21.19 | |||||||
Forfeited or expired | -292,526 | 18.35 | -176,447 | 24.04 | |||||||
Outstanding at March 31 | 2,613,554 | $ | 16.17 | 2,449,544 | $ | 17.06 | |||||
(1)The RSUs vested during the three months ended March 31, 2014 consisted of 30,946 performance-based awards and 377,618 time-based awards. The RSUs vested during the three months ended March 31, 2013 consisted of 52,288 performance-based awards and 142,399 time-based awards. | |||||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
10. INCOME TAXES | |
During the three months ended March 31, 2014, we recognized an income tax expense of $5.4 million on pre-tax income of $14.5 million, representing an effective income tax expense rate of 37.0% compared to an income tax expense of $6.2 million on pre-tax income of $35.2 million, representing an effective income tax expense rate of 17.7% for the same period in 2013. | |
The increase in effective tax rate compared to the same period in 2013 is primarily the result of increased profitability in higher tax jurisdictions and losses recorded in tax jurisdictions for which no tax benefits are being recorded. Our effective tax rates for all periods presented also differ from the federal U.S. statutory rate due to differences between income tax rates between U.S. and foreign jurisdictions. We had unrecognized tax benefits of $31.2 million at March 31, 2014 and $31.6 million at December 31, 2013. | |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
Earnings Per Share | ' | ||||||
11. EARNINGS PER SHARE | |||||||
The following table illustrates the basic and diluted EPS computations for the three months ended March 31, 2014 and 2013: | |||||||
Three Months Ended March 31, | |||||||
($ thousands, except per share data) | 2014 | 2013 | |||||
Numerator | |||||||
Net income attributable to common stockholders | $ | 6,373 | $ | 28,961 | |||
Less: adjustment for income allocated to participating securities | -868 | -115 | |||||
Net income attributable to common stockholders - basic and diluted | $ | 5,505 | $ | 28,846 | |||
Denominator | |||||||
Weighted average common shares outstanding - basic | 88,239 | 87,781 | |||||
Plus: dilutive effect of stock options and unvested restricted stock units | 1,300 | 891 | |||||
Weighted average common shares outstanding - diluted | 89,539 | 88,672 | |||||
Net income attributable per common share: | |||||||
Basic | $ | 0.06 | $ | 0.33 | |||
Diluted | $ | 0.06 | $ | 0.33 | |||
For the three months ended March 31, 2014 and 2013, approximately 1.5 million options and RSUs in total were not included in the calculation of diluted EPS as their effect would have been anti-dilutive. In addition to the antidilutive effects of options and RSUs, we did not assume the conversion of the Series A preferred stock into common shares for purposes of calculating diluted EPS as the effects would have been anti-dilutive. If converted, as of March 31, 2014, the Series A preferred stock would represent approximately 13.5% of our common stock outstanding or 13.8 million additional common shares. See Note 12 – Series A Preferred Stock for further details regarding the preferred share offering. | |||||||
Stock Repurchase Plan Authorizations | |||||||
We continue to evaluate options to maximize the returns on our cash and maintain an appropriate capital structure, including, among other alternatives, repurchases of our common stock. Subject to certain restrictions on repurchases under our revolving credit facility, we have authorization to repurchase up to $350.0 million of our common stock. 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 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 of directors may suspend, modify or terminate the repurchase program at any time without prior notice. | |||||||
During the three months ended March 31, 2014, we repurchased approximately 0.9 million shares at a weighted average price of $14.94 for an aggregate price of approximately $13.0 million excluding related commission charges, under our publicly-announced repurchase plan. As of March 31, 2014, we had approximately $337.0 million available for repurchase under our repurchase authorization. | |||||||
Series_A_Preferred_Stock
Series A Preferred Stock | 3 Months Ended |
Mar. 31, 2014 | |
Temporary Equity [Abstract] | ' |
Temporary equity | ' |
12. SERIES A PREFERRED STOCK | |
On January 27, 2014, we issued to Blackstone, and certain of its permitted transferees (together with Blackstone, the “Blackstone Purchasers”), 200,000 shares of our Series A preferred stock for an aggregate purchase price of $198.0 million, or $990 per share, pursuant to an Investment Agreement between us and Blackstone, dated December 28, 2013 (as amended, the “Investment Agreement”). In connection with the issuance of the Series A preferred stock (the “Closing”), we received proceeds of $182.2 million after deducting the issuance discount of $2.0 million and direct and incremental expenses of $15.8 million including financial advisory fees, closing costs, legal expenses and other offering-related expenses. | |
Participation Rights and Dividends | |
The Series A preferred stock ranks senior to our common stock with respect to dividend rights and rights on liquidation, winding-up and dissolution. The Series A preferred stock has a stated value of $1,000 per share, and holders of Series A preferred stock are entitled to cumulative dividends payable quarterly in cash at a rate of 6% per annum. If we fail to make timely dividend payments, the dividend rate will increase to 8% per annum until such time as all accrued but unpaid dividends have been paid in full. Holders of Series A preferred stock are entitled to receive dividends declared or paid on our common stock and are entitled to vote together with the holders of our common stock as a single class, in each case, on an as-converted basis. As of March 31, 2014, we had accrued dividends of $2.1 million on the condensed consolidated balance sheets, which were paid in cash to Blackstone on April 1, 2014. Holders of Series A preferred stock have certain limited special approval rights, including with respect to the issuance of pari passu or senior equity securities of the Company. | |
Conversion Features | |
The Series A preferred stock is convertible at the option of the holders at any time after the Closing into shares of common stock at an implied conversion price of $14.50 per share, subject to adjustment. At our election, all or a portion of the Series A preferred stock will be convertible into the relevant number of shares of common stock on or after the third anniversary of the Closing, if the closing price of the common stock equals or exceeds $29.00 for 20 consecutive trading days. The Series A preferred stock are convertible into 13,793,100 shares of our common stock based on the conversion rate currently in place. The conversion rate is subject to customary anti-dilution and other adjustments. | |
Redemption Features | |
At any time after the eighth anniversary of the Closing, we will have the right to redeem and the holders of the Series A preferred stock will have the right to require us to repurchase, all or any portion of the Series A preferred stock at 100% of the stated value thereof plus all accrued but unpaid dividends. Upon certain change of control events involving us, the holders can require us to repurchase the Series A preferred stock at 101% of the stated value thereof plus all accrued but unpaid dividends. | |
In accordance with FASB ASC Topic 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, redemption features which are not solely within the control of the issuer are required to be presented outside of permanent equity on the condensed consolidated balance sheets. Under the Investment Agreement and as noted above, the holder has the option to redeem the Series A preferred stock any time after January 27, 2022 or upon a change in control. As such, the Series A preferred stock is presented in temporary or mezzanine equity on the condensed consolidated balance sheets and will be accreted up to the stated redemption value of $202.1 million using an appropriate accretion method over a redemption period of eight years, as this represents the earliest probable date at which the Series A preferred stock will become redeemable. | |
Designation of Board of Directors | |
The Investment Agreement grants Blackstone certain rights to designate directors to serve on our Board. For so long as Blackstone and its permitted transferees (i) beneficially own at least 95% of the Series A preferred stock or the as-converted common stock purchased pursuant to the Investment Agreement or (ii) maintain beneficial ownership of at least 12.5% of the our outstanding common stock (the "Two-Director Threshold"), Blackstone will have the right to designate for nomination two directors to our Board. For so long as Blackstone and its permitted transferees beneficially own shares of Series A preferred stock or the as-converted common stock purchased pursuant to the Investment Agreement that represent less than the Two-Director Threshold but more than 25% of the number of shares of the as-converted common stock purchased pursuant to the Investment Agreement, Blackstone will have the right to designate for nomination one director to our Board. The directors designated by Blackstone are entitled to serve on Board committees, subject to applicable law and stock exchange rules, and one of such directors must be appointed to the newly-formed committee tasked with identifying a new chief executive officer to fill the vacancy resulting from Mr. McCarvel's resignation. | |
Restrictions of the Holder | |
Pursuant to the Investment Agreement, Blackstone is subject to certain standstill restrictions which restrict Blackstone from acquiring more than 25% of our outstanding common stock until the date on which Blackstone is no longer entitled to designate any directors to the Board. In addition, subject to certain customary exceptions, Blackstone is restricted from transferring the Series A preferred stock | |
until the second anniversary of the Closing and, for so long as any Series A preferred stock is outstanding, may not transfer the Series A preferred stock to certain of our competitors (as defined in the Investment Agreement) or holders of 25% or more of our common stock. Blackstone also has certain preemptive rights and information rights under the Investment Agreement, which are subject to certain conditions. | |
Registration Rights Agreement | |
On January 27, 2014, we and the Blackstone Purchasers entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which we have agreed to provide to the Blackstone Purchasers certain customary demand and piggyback registration rights in respect of the shares of Series A preferred stock and any shares of common stock issued upon conversion of the Series A preferred stock. The Registration Rights Agreement contains customary terms and conditions, including certain customary indemnification obligations. | |
Commitments_And_Contingencies
Commitments And Contingencies | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Commitments And Contingencies [Abstract] | ' | ||||||
Commitments And Contingencies | ' | ||||||
13. COMMITMENTS & CONTINGENCIES | |||||||
Rental Commitments and Contingencies | |||||||
We rent space for certain of our retail stores, offices, warehouses, vehicles, and equipment under operating leases expiring at various dates through 2033. Certain leases contain rent escalation clauses (step rents) that require additional rental amounts in the later years of the term. Rent expense for leases with step rents or rent holidays is recognized on a straight-line basis over the lease term. Deferred rent is included in the condensed consolidated balance sheets in ‘Accrued expenses and other current liabilities.’ | |||||||
The following table summarizes the composition of rent expense under operating leases for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||
Three Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Minimum rentals (1) | $ | 29,242 | $ | 24,270 | |||
Contingent rentals | 2,423 | 2,496 | |||||
Less: Sublease rentals | -180 | -156 | |||||
Total rent expense | $ | 31,485 | $ | 26,610 | |||
(1)Minimum rentals include all lease payments as well as fixed and variable common area maintenance (“CAM”), parking and storage fees, which were approximately $2.4 million during the three months ended March 31, 2014 and 2013. | |||||||
Purchase Commitments | |||||||
As of March 31, 2014, we had purchase commitments with certain third party manufacturers for $210.4 million. | |||||||
Government Tax Audits | |||||||
We are regularly subject to, and are currently undergoing, audits by tax authorities in the United States and several foreign jurisdictions for prior tax years. | |||||||
In April 2014, we received a notice of proposed assessment on certain transfer pricing items from Canadian tax authorities, which closes the ongoing audit of our Canada operations through 2011. The assessment, along with the estimated impact on certain Canadian provinces, is less than the amount of the uncertain tax benefits recorded, and therefore, will result in a net tax benefit of approximately $2.2 million in the quarter ending June 30, 2014. We intend to pay the assessment, which includes tax and interest for these periods. | |||||||
See Note 15—Legal Proceedings for further details regarding potential loss contingencies related to government tax audits and other current legal proceedings. | |||||||
Operating_Segments_and_Geograp
Operating Segments and Geographic Information | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Operating Segments And Geographic Information [Abstract] | ' | ||||||
Operating Segments And Geographic Information | ' | ||||||
14. OPERATING SEGMENTS & GEOGRAPHIC INFORMATION | |||||||
We have four reportable operating segments based on the geographic nature of our operations: Americas, Asia Pacific, Japan and Europe. We also have an “Other businesses” category which aggregates insignificant operating segments that do not meet the reportable threshold and represent manufacturing operations located in Mexico, Italy and Asia. The composition of our reportable operating segments is consistent with that used by our Chief Operating Decision Maker (“CODM”) to evaluate performance and allocate resources. | |||||||
Each of our reportable operating segments derives its revenues from the sale of footwear, apparel and accessories to external customers as well as intersegment sales. Revenues of the “Other businesses” category are primarily made up of intersegment sales. The remaining revenues for the “Other businesses” represent non-footwear product sales to external customers. Intersegment sales are not included in the measurement of segment operating income or regularly reviewed by the CODM and are eliminated when deriving total consolidated revenues. | |||||||
The primary financial measure utilized by the CODM to evaluate performance and allocate resources is segment operating income. Segment performance evaluation is based primarily on segment results without allocating corporate expenses, or indirect general, administrative and other expenses. Segment profits or losses of our reportable operating segments include adjustments to eliminate intersegment profit or losses on intersegment sales. As such, reconciling items for segment operating income represent unallocated corporate and other expenses as well as intersegment eliminations. Segment assets consist of cash and cash equivalents, accounts receivable and inventory as these balances are regularly reviewed by the CODM. | |||||||
The following table sets forth information related to our reportable operating business segments during the three months ended March 31, 2014 and 2013: | |||||||
Three Months Ended | |||||||
March 31, | |||||||
($ thousands) | 2014 | 2013 | |||||
Revenues: | |||||||
Americas | $ | 117,120 | $ | 129,429 | |||
Asia Pacific | 101,865 | 90,457 | |||||
Japan | 29,050 | 30,359 | |||||
Europe | 64,136 | 61,346 | |||||
Total segment revenues | 312,171 | 311,591 | |||||
Other businesses | 258 | 65 | |||||
Total consolidated revenues | $ | 312,429 | $ | 311,656 | |||
Operating income: | |||||||
Americas | $ | 13,437 | $ | 20,813 | |||
Asia Pacific | 27,683 | 27,103 | |||||
Japan | 6,462 | 7,560 | |||||
Europe | 7,539 | 12,671 | |||||
Total segment operating income | 55,121 | 68,147 | |||||
Reconciliation of total segment operating income to income before income taxes: | |||||||
Other businesses | -3,756 | -3,877 | |||||
Intersegment eliminations | 15 | 15 | |||||
Unallocated corporate and other (1) | -34,558 | -26,635 | |||||
Total consolidated operating income | 16,822 | 37,650 | |||||
Foreign currency transaction losses, net | 2,768 | 2,600 | |||||
Interest income | -477 | -306 | |||||
Interest expense | 191 | 209 | |||||
Other income, net | -141 | -28 | |||||
Income before income taxes | $ | 14,481 | $ | 35,175 | |||
Depreciation and amortization: | |||||||
Americas | $ | 2,448 | $ | 2,542 | |||
Asia Pacific | 1,406 | 1,278 | |||||
Japan | 334 | 401 | |||||
Europe | 902 | 1,150 | |||||
Total segment depreciation and amortization | 5,090 | 5,371 | |||||
Other businesses | 1,599 | 2,117 | |||||
Unallocated corporate and other (1) | 2,684 | 2,776 | |||||
Total consolidated depreciation and amortization | $ | 9,373 | $ | 10,264 | |||
(1)Includes a corporate component consisting primarily of corporate support and administrative functions, costs associated with share-based compensation, research and development, brand marketing, legal, depreciation and amortization of corporate and other assets not allocated to operating segments and costs of the same nature related to certain corporate holding companies. | |||||||
The following table sets forth asset information related to our reportable operating business segments as of March 31, 2014 and December 31, 2013: | |||||||
March 31, | December 31, | ||||||
($ thousands) | 2014 | 2013 | |||||
Assets: | |||||||
Americas | $ | 200,229 | $ | 139,855 | |||
Asia Pacific | 204,536 | 177,343 | |||||
Japan | 51,154 | 51,155 | |||||
Europe | 139,142 | 137,701 | |||||
Total segment current assets | 595,061 | 506,054 | |||||
Other businesses | 21,710 | 14,093 | |||||
Unallocated corporate and other(1) | 193,624 | 63,743 | |||||
Deferred tax assets, net | 4,521 | 4,440 | |||||
Income tax receivable | 14,004 | 10,630 | |||||
Other receivables | 17,025 | 11,942 | |||||
Prepaid expenses and other current assets | 34,559 | 29,175 | |||||
Total current assets | 880,504 | 640,077 | |||||
Property and equipment, net | 86,413 | 86,971 | |||||
Intangible assets, net | 81,415 | 74,822 | |||||
Deferred tax assets, net | 19,688 | 19,628 | |||||
Other assets | 40,930 | 53,661 | |||||
Total consolidated assets | $ | 1,108,950 | $ | 875,159 | |||
(1)Corporate assets primarily consist of cash and equivalents which increased predominately due to net cash proceeds from our investment with Blackstone. See Note 12 – Series A Preferred Stock for further details regarding the preferred share offering. | |||||||
Legal_Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2014 | |
Legal Proceedings [Abstract] | ' |
Legal Proceedings | ' |
15. LEGAL PROCEEDINGS | |
We and certain current and former officers and directors have been named as defendants in complaints filed by investors in the United States District Court for the District of Colorado. The first complaint was filed in November 2007 and several other complaints were filed shortly thereafter. These actions were consolidated and, in September 2008, the district court appointed a lead plaintiff and counsel. An amended consolidated complaint was filed in December 2008. The amended complaint purports to state claims under Sections 10(b), 20(a), and 20A of the Exchange Act on behalf of a class of all persons who purchased our common stock between April 2, 2007 and April 14, 2008 (the "Class Period"). The amended complaint also added our independent auditor as a defendant. The amended complaint alleges that, during the Class Period, the defendants made false and misleading public statements about us and our business and prospects and, as a result, the market price of our common stock was artificially inflated. The amended complaint also claims that certain current and former officers and directors traded in our common stock on the basis of material non-public information. The amended complaint seeks compensatory damages on behalf of the alleged class in an unspecified amount, including interest, and also added attorneys' fees and costs of litigation. On February 28, 2011, the District Court granted motions to dismiss filed by the defendants and dismissed all claims. A final judgment was thereafter entered. Plaintiffs subsequently appealed to the United States Court of Appeals for the Tenth Circuit. We and those current and former officers and directors named as defendants have entered into a Stipulation of Settlement with the plaintiffs that would, if approved by the United States District Court for the District of Colorado, resolve all claims asserted against us by the plaintiffs on behalf of the putative class, and plaintiffs' appeal would be dismissed. Our independent auditor is not a party to the Stipulation of Settlement. The Stipulation of Settlement received preliminary approval from the District Court on August 28, 2013. It remains subject to customary conditions, including final court approval following notice to stockholders. On February 13, 2014, a final settlement hearing took place and the parties are awaiting a final ruling on the settlement. If the settlement becomes final, all amounts required by the settlement will be paid by our insurers. There can be no assurance that the settlement will be finally approved by the District Court, or that approval by the District Court will, if challenged, be upheld by the Tenth Circuit. | |
On October 27, 2010, Spectrum Agencies (“Spectrum”) filed suit against our subsidiary, Crocs Europe B.V. (“Crocs Europe”), in the High Court of Justice, Queen’s Bench Division, Royal Courts of Justice in London, United Kingdom (“UK”). Spectrum acted as an agent for Crocs products in the UK from 2005 until Crocs Europe terminated the relationship on July 3, 2008 due to Spectrum’s breach of its duty to act in good faith towards Crocs Europe. Spectrum alleges that Crocs Europe unlawfully terminated the agency relationship and failed to pay certain sales commissions. A trial on the liability, not quantum (compensation and damages), was held at the High Court in London from November 30, 2011 to December 5, 2011. On December 16, 2011, the High Court of Justice issued a judgment that found that although Spectrum’s actions were a breach of its duty to act in good faith towards Crocs Europe the breach was not sufficiently severe to justify termination. We believe that the trial judge erred in his findings and subsequently appealed the judgment. On October 30, 2012, the Court of Appeal handed down its judgment confirming the trial judge’s findings. We submitted a request to the Supreme Court seeking permission to appeal. On April 24, 2013 the Supreme Court declined to grant permission to appeal. Given that to date the legal proceedings in this case have only addressed liability, there have been no findings in relation to the amount of compensation or damages other than with respect to legal fees. Under English law, the prevailing party is entitled to reimbursement of reasonable legal fees incurred in the proceedings. We expect that Spectrum will now request to move to the damages phase via a case management conference, during which the Court will provide instructions and schedules leading up to the trial on damages. Spectrum has not formally filed a court claim for compensation and damages and the amount will be assessed later in the proceedings. A trial and judgment on damages could take up to 12 months. | |
We are currently subject to an audit by U.S. Customs & Border Protection (“CBP”) in respect of the period from 2006 to 2010. In October 2013, CBP issued a revised final audit report. In that report CBP projects that unpaid duties totaling approximately $12.4 million are due for the period under review (a reduction from $14.3 million in the preliminary draft report issued in 2012). We have responded that these projections are erroneous and provided arguments that demonstrate the amount due in connection with this matter is considerably less than the projection. It is not possible at this time to predict whether our arguments will be successful in eliminating or reducing the amount in dispute. CBP has stated that the final report will recommend collection of the duties due. At this time, it is not possible to determine precisely when a notice of claim will be received from CBP, but currently we anticipate a notice of claim could be received sometime in the second or third quarter of 2014. Likewise, it is not possible to predict with any certainty whether CBP will seek to assert a claim for penalties in addition to any unpaid duties, but such an assertion is a possibility. | |
Mexico’s Federal Tax Authority (“SAT”) audited the period from January 2006 to July 2011. There were two phases to the audit, the first for capital equipment and finished goods and the second for raw materials. The first phase was completed and no major discrepancies were noted by the SAT. On January 9, 2013, Crocs received a notice for the second phase in which the SAT issued a tax assessment (taxes and penalties) of roughly 280.0 million pesos (approximately $22.0 million) based on the value of all of Crocs’ imported raw materials during the audit period. We believe that the proposed penalty amount is unfounded and without merit. We filed an appeal by the deadline of March 15, 2013. We have argued that the amount due in connection with the matter, if any, is substantially less than that proposed by the SAT. In connection with the appeal, the SAT required us to post an appeal surety bond in the amount of roughly 321.0 million pesos (approximately $26.0 million), which amount reflects estimated additional penalties and interest if we are not successful on our appeal. This amount will be adjusted on an annual basis. We expect it to take between two and three years for resolution of this matter in the Mexican courts. It is not possible at this time to predict the outcome of this matter or reasonably estimate any potential loss. | |
As of March 31, 2014, we have accrued a total of $13.4 million relating to these litigation matters and other disputes. We estimate that the ultimate resolution of these litigation matters and other disputes could result in a loss that is reasonably possible between $0 and $10.3 million in the aggregate, in excess of the amount accrued. | |
Although we are subject to other litigation from time to time in the ordinary course of business, including employment, intellectual property and product liability claims, we are not party to any other pending legal proceedings that we believe will have a material adverse impact on our business, financial position, results of operations or cash flows. | |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Inventories [Abstract] | ' | ||||||
Schedule of Inventory | ' | ||||||
($ thousands) | 31-Mar-14 | 31-Dec-13 | |||||
Finished goods | $ | 185,563 | $ | 154,272 | |||
Work-in-progress | 491 | 685 | |||||
Raw materials | 6,322 | 7,384 | |||||
Inventories | $ | 192,376 | $ | 162,341 | |||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Property And Equipment [Abstract] | ' | ||||||
Schedule of Property and Equipment | ' | ||||||
March 31, | December 31, | ||||||
($ thousands) | 2014 | 2013 | |||||
Machinery and equipment | $ | 52,843 | $ | 52,003 | |||
Leasehold improvements | 101,761 | 93,235 | |||||
Furniture, fixtures and other | 25,756 | 23,653 | |||||
Construction-in-progress | 8,915 | 16,231 | |||||
Property and equipment, gross (1) | 189,275 | 185,122 | |||||
Less: Accumulated depreciation (2) | -102,862 | -98,151 | |||||
Property and equipment, net | $ | 86,413 | $ | 86,971 | |||
(1)Includes $0.1 million and $0.1 million of certain equipment held under capital leases and classified as equipment as of March 31, 2014 and December 31, 2013, respectively. | |||||||
(2)Includes $0.1 million and $0.1 million of accumulated depreciation related to certain equipment held under capital leases as of March 31, 2014 and December 31, 2013, respectively, which are depreciated using the straight-line method over the lease term. | |||||||
Goodwill_Intangible_Assets_Tab
Goodwill & Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||
Goodwill & Intangible Assets [Abstract] | ' | ||||||||||||||||||
Schedule of Goodwill & Intangible Assets | ' | ||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||
($ thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
Capitalized software | $ | 129,013 | -1 | $ | -53,051 | -2 | $ | 75,962 | $ | 118,940 | -1 | $ | -49,665 | -2 | $ | 69,275 | |||
Customer relationships | 6,781 | -6,437 | 344 | 6,878 | -6,439 | 439 | |||||||||||||
Patents, copyrights, and trademarks | 6,626 | -4,462 | 2,164 | 6,501 | -4,272 | 2,229 | |||||||||||||
Core technology | 4,378 | -4,378 | - | 4,548 | -4,548 | - | |||||||||||||
Other | 981 | -636 | 345 | 983 | -709 | 274 | |||||||||||||
Total finite lived intangible assets | 147,779 | -68,964 | 78,815 | 137,850 | -65,633 | 72,217 | |||||||||||||
Indefinite lived intangible assets | 101 | - | 101 | 97 | - | 97 | |||||||||||||
Goodwill | 2,499 | - | 2,499 | 2,508 | - | 2,508 | |||||||||||||
Intangible assets | $ | 150,379 | $ | -68,964 | $ | 81,415 | $ | 140,455 | $ | -65,633 | $ | 74,822 | |||||||
(1)Includes $4.1 million of software held under a capital lease classified as capitalized software as of March 31, 2014 and December 31, 2013. | |||||||||||||||||||
(2)Includes $2.1 million and $1.9 million of accumulated amortization of software held under a capital lease as of March 31, 2014 and December 31, 2013, respectively, which is amortized using the straight-line method over the useful life. | |||||||||||||||||||
Schedule of Future Amortization of Intangible Assets | ' | ||||||||||||||||||
Amortization | |||||||||||||||||||
Fiscal years ending December 31, | ($ thousands) | ||||||||||||||||||
Remainder of 2014 | $ | 10,108 | |||||||||||||||||
2015 | 14,717 | ||||||||||||||||||
2016 | 14,285 | ||||||||||||||||||
2017 | 11,663 | ||||||||||||||||||
2018 | 9,702 | ||||||||||||||||||
Thereafter | 18,340 | ||||||||||||||||||
Total | $ | 78,815 | |||||||||||||||||
Recovered_Sheet1
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Accrued Expenses And Other Current Liabilities [Abstract] | ' | ||||||
Schedule of Accrued Expenses & Other Current Liabilities | ' | ||||||
March 31, | December 31, | ||||||
($ thousands) | 2014 | 2013 | |||||
Accrued compensation and benefits | $ | 26,559 | $ | 26,903 | |||
Professional services | 19,824 | 14,128 | |||||
Fulfillment, freight and duties | 15,489 | 12,565 | |||||
Sales/use and VAT tax payable | 14,393 | 9,142 | |||||
Accrued rent and occupancy | 11,850 | 12,198 | |||||
Accrued legal | 10,296 | 8,722 | |||||
Customer deposits | 7,043 | 6,940 | |||||
Dividend payable | 2,133 | - | |||||
Other (1) | 11,540 | 6,513 | |||||
Total accrued expenses and other current liabilities | $ | 119,127 | $ | 97,111 | |||
(1)The amounts in ‘Other’ consist of various accrued expenses and no individual item accounted for more than 5% of the total balance at March 31, 2014 or December 31, 2013. | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | |||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||
Schedule of Fair Value Measurements on a Recurring Basis | ' | ||||||||||||||
Fair Value as of March 31, 2014 | |||||||||||||||
Quoted prices in | Significant | ||||||||||||||
active markets | other | Significant | |||||||||||||
for identical | observable | unobservable | |||||||||||||
assets or liabilities | inputs | inputs | |||||||||||||
($ thousands) | (Level 1) | (Level 2) | (Level 3) | Total | Balance Sheet Classification | ||||||||||
Cash equivalents | $ | 118,871 | $ | - | $ | - | $ | 118,871 | Cash and cash equivalents and other current assets | ||||||
Fair Value as of December 31, 2013 | |||||||||||||||
Quoted prices in | Significant | ||||||||||||||
active markets | other | Significant | |||||||||||||
for identical | observable | unobservable | |||||||||||||
assets or liabilities | inputs | inputs | |||||||||||||
($ thousands) | (Level 1) | (Level 2) | (Level 3) | Total | Balance Sheet Classification | ||||||||||
Cash equivalents | $ | 37,870 | $ | - | $ | - | $ | 37,870 | Cash and cash equivalents and other current assets | ||||||
Derivative assets: | |||||||||||||||
Foreign currency contracts | - | 13,501 | - | 13,501 | Prepaid expenses and other current assets and other assets | ||||||||||
Derivative liabilities: | |||||||||||||||
Foreign currency contracts | $ | - | $ | 984 | $ | - | $ | 984 | Accrued expense and other current liabilities | ||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Derivative Financial Instruments [Abstract] | ' | ||||||||
Schedule of Notional Amounts of Outstanding Derivative Positions | ' | ||||||||
March 31, | December 31, | ||||||||
($ thousands) | 2014 | 2013 | |||||||
Foreign currency exchange forward contracts by currency: | |||||||||
Japanese Yen | $ | 67,413 | $ | 68,707 | |||||
Euro | 52,850 | 38,577 | |||||||
Russian Ruble | 38,754 | 17,588 | |||||||
British Pound Sterling | 36,702 | 15,487 | |||||||
South Korean Won | 34,867 | 12,100 | |||||||
Singapore Dollar | 25,200 | 28,225 | |||||||
Mexican Peso | 18,125 | 18,350 | |||||||
Australian Dollar | 12,689 | 4,941 | |||||||
New Taiwan Dollar | 8,779 | 3,463 | |||||||
South African Rand | 7,746 | 3,076 | |||||||
Indian Rupee | 5,525 | 2,150 | |||||||
Canadian Dollar | 4,972 | 3,428 | |||||||
Hong Kong Dollar | 3,533 | 1,844 | |||||||
New Zealand Dollar | 2,468 | 943 | |||||||
Swedish Krona | 2,222 | 1,615 | |||||||
Norwegian Krone | 388 | - | |||||||
Total notional value, net | $ | 322,233 | $ | 220,494 | |||||
Latest maturity date | May-14 | Dec-15 | |||||||
Schedule of Derivative Instrument Gain (Loss) | ' | ||||||||
Three Months Ended March 31, | |||||||||
($ thousands) | 2014 | 2013 | Location of (Gain) Loss Recognized in Income on Derivatives | ||||||
Foreign currency exchange forwards | $ | 1,838 | $ | -9,941 | Foreign currency transaction (gains) losses, net | ||||
Revolving_Credit_Facility_Bank
Revolving Credit Facility & Bank Borrowings (Tables) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Debt Disclosure [Abstract] | ' | ||
Schedule of Maturities of Long-Term Debt | ' | ||
Fiscal years ending December 31, | |||
Remainder of 2014 | $ | 5,169 | |
2015 | 5,305 | ||
2016 | 4,150 | ||
2017 | 885 | ||
2018 | - | ||
Thereafter | - | ||
Total principal debt maturities | $ | 15,509 | |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Stock Based Compensation [Abstract] | ' | ||||||||||
Schedule Of Stock Options | ' | ||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Options | Options | Weighted Average Exercise Price | Options | Weighted Average Exercise Price | |||||||
Outstanding at December 31, 2013 and 2012, respectively | 2,105,152 | $ | 13.34 | 2,621,686 | $ | 13.03 | |||||
Granted | 24,000 | 15.33 | 79,500 | 15.29 | |||||||
Exercised | -73,557 | 7.05 | -97,309 | 6.20 | |||||||
Forfeited or expired | -35,287 | 18.07 | -63,200 | 18.48 | |||||||
Outstanding at March 31 | 2,020,308 | $ | 13.51 | 2,540,677 | $ | 13.24 | |||||
Schedule of Performance-based RSU Vesting Schedule | ' | ||||||||||
Time Vested RSUs | Performance Vested RSUs (50% of Award) | ||||||||||
(50% of Award) | |||||||||||
Vest in 3 annual installments beginning one year after the date of grant | Performance Goals (weighted equally) | Potential Award | Further Time Vesting | ||||||||
Achievement of at least 70% of a one-year cumulative earnings per share performance goal. | Executive may earn from 50% to 200% of the target number of RSUs based on the level of achievement of the performance goal. | Earned RSUs vest 50% upon satisfaction of performance goal and 50% one year later. | |||||||||
Achievement of at least 90% of 2014 revenue target. | |||||||||||
Schedule of Restricted Stock Awards | ' | ||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Restricted Stock Awards | Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | |||||||
Outstanding at December 31, 2013 and 2012, respectively | 210,490 | $ | 13.43 | 355,509 | $ | 13.37 | |||||
Granted | - | - | - | - | |||||||
Vested (1) | -15,398 | 16.68 | -17,206 | 16.86 | |||||||
Forfeited or expired | -137,055 | 12.44 | -10,800 | 12.51 | |||||||
Outstanding at March 31 | 58,037 | $ | 14.89 | 327,503 | $ | 13.22 | |||||
(1)The RSAs vested during the three months ended March 31, 2014 and 2013 consisted entirely of time-based awards. | |||||||||||
Schedule Of Restricted Stock Units | ' | ||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Restricted Stock Units | Units | Weighted Average Grant Date Fair Value | Units | Weighted Average Grant Date Fair Value | |||||||
Outstanding at December 31, 2013 and 2012, respectively | 1,965,667 | $ | 16.50 | 1,414,661 | $ | 20.61 | |||||
Granted | 1,348,977 | 16.44 | 1,406,017 | 14.94 | |||||||
Vested (1) | -408,564 | 17.09 | -194,687 | 21.19 | |||||||
Forfeited or expired | -292,526 | 18.35 | -176,447 | 24.04 | |||||||
Outstanding at March 31 | 2,613,554 | $ | 16.17 | 2,449,544 | $ | 17.06 | |||||
(1)The RSUs vested during the three months ended March 31, 2014 consisted of 30,946 performance-based awards and 377,618 time-based awards. The RSUs vested during the three months ended March 31, 2013 consisted of 52,288 performance-based awards and 142,399 time-based awards. | |||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
Earnings Per Share Summary | ' | ||||||
Three Months Ended March 31, | |||||||
($ thousands, except per share data) | 2014 | 2013 | |||||
Numerator | |||||||
Net income attributable to common stockholders | $ | 6,373 | $ | 28,961 | |||
Less: adjustment for income allocated to participating securities | -868 | -115 | |||||
Net income attributable to common stockholders - basic and diluted | $ | 5,505 | $ | 28,846 | |||
Denominator | |||||||
Weighted average common shares outstanding - basic | 88,239 | 87,781 | |||||
Plus: dilutive effect of stock options and unvested restricted stock units | 1,300 | 891 | |||||
Weighted average common shares outstanding - diluted | 89,539 | 88,672 | |||||
Net income attributable per common share: | |||||||
Basic | $ | 0.06 | $ | 0.33 | |||
Diluted | $ | 0.06 | $ | 0.33 | |||
Commitments_Contingencies_Tabl
Commitments & Contingencies (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Commitments And Contingencies [Abstract] | ' | ||||||
Schedule of rent expense | ' | ||||||
Three Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Minimum rentals (1) | $ | 29,242 | $ | 24,270 | |||
Contingent rentals | 2,423 | 2,496 | |||||
Less: Sublease rentals | -180 | -156 | |||||
Total rent expense | $ | 31,485 | $ | 26,610 | |||
(1)Minimum rentals include all lease payments as well as fixed and variable common area maintenance (“CAM”), parking and storage fees, which were approximately $2.4 million during the three months ended March 31, 2014 and 2013. | |||||||
Operating_Segments_and_Geograp1
Operating Segments and Geographic Information (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Operating Segments And Geographic Information [Abstract] | ' | ||||||
Schedule of Segment Income Statement | ' | ||||||
Three Months Ended | |||||||
March 31, | |||||||
($ thousands) | 2014 | 2013 | |||||
Revenues: | |||||||
Americas | $ | 117,120 | $ | 129,429 | |||
Asia Pacific | 101,865 | 90,457 | |||||
Japan | 29,050 | 30,359 | |||||
Europe | 64,136 | 61,346 | |||||
Total segment revenues | 312,171 | 311,591 | |||||
Other businesses | 258 | 65 | |||||
Total consolidated revenues | $ | 312,429 | $ | 311,656 | |||
Operating income: | |||||||
Americas | $ | 13,437 | $ | 20,813 | |||
Asia Pacific | 27,683 | 27,103 | |||||
Japan | 6,462 | 7,560 | |||||
Europe | 7,539 | 12,671 | |||||
Total segment operating income | 55,121 | 68,147 | |||||
Reconciliation of total segment operating income to income before income taxes: | |||||||
Other businesses | -3,756 | -3,877 | |||||
Intersegment eliminations | 15 | 15 | |||||
Unallocated corporate and other (1) | -34,558 | -26,635 | |||||
Total consolidated operating income | 16,822 | 37,650 | |||||
Foreign currency transaction losses, net | 2,768 | 2,600 | |||||
Interest income | -477 | -306 | |||||
Interest expense | 191 | 209 | |||||
Other income, net | -141 | -28 | |||||
Income before income taxes | $ | 14,481 | $ | 35,175 | |||
Depreciation and amortization: | |||||||
Americas | $ | 2,448 | $ | 2,542 | |||
Asia Pacific | 1,406 | 1,278 | |||||
Japan | 334 | 401 | |||||
Europe | 902 | 1,150 | |||||
Total segment depreciation and amortization | 5,090 | 5,371 | |||||
Other businesses | 1,599 | 2,117 | |||||
Unallocated corporate and other (1) | 2,684 | 2,776 | |||||
Total consolidated depreciation and amortization | $ | 9,373 | $ | 10,264 | |||
(1)Includes a corporate component consisting primarily of corporate support and administrative functions, costs associated with share-based compensation, research and development, brand marketing, legal, depreciation and amortization of corporate and other assets not allocated to operating segments and costs of the same nature related to certain corporate holding companies. | |||||||
Schedule of Segment Balance Sheet | ' | ||||||
March 31, | December 31, | ||||||
($ thousands) | 2014 | 2013 | |||||
Assets: | |||||||
Americas | $ | 200,229 | $ | 139,855 | |||
Asia Pacific | 204,536 | 177,343 | |||||
Japan | 51,154 | 51,155 | |||||
Europe | 139,142 | 137,701 | |||||
Total segment current assets | 595,061 | 506,054 | |||||
Other businesses | 21,710 | 14,093 | |||||
Unallocated corporate and other(1) | 193,624 | 63,743 | |||||
Deferred tax assets, net | 4,521 | 4,440 | |||||
Income tax receivable | 14,004 | 10,630 | |||||
Other receivables | 17,025 | 11,942 | |||||
Prepaid expenses and other current assets | 34,559 | 29,175 | |||||
Total current assets | 880,504 | 640,077 | |||||
Property and equipment, net | 86,413 | 86,971 | |||||
Intangible assets, net | 81,415 | 74,822 | |||||
Deferred tax assets, net | 19,688 | 19,628 | |||||
Other assets | 40,930 | 53,661 | |||||
Total consolidated assets | $ | 1,108,950 | $ | 875,159 | |||
(1)Corporate assets primarily consist of cash and equivalents which increased predominately due to net cash proceeds from our investment with Blackstone. See Note 12 – Series A Preferred Stock for further details regarding the preferred share offering. | |||||||
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventories [Abstract] | ' | ' |
Finished goods | $185,563 | $154,272 |
Work-in-progress | 491 | 685 |
Raw materials | 6,322 | 7,384 |
Inventories | $192,376 | $162,341 |
Summary_of_Property_Equipment_
Summary of Property & Equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Property And Equipment [Abstract] | ' | ' | ||
Machinery and equipment | $52,843 | $52,003 | ||
Leasehold improvements | 101,761 | 93,235 | ||
Furniture, fixtures, and other | 25,756 | 23,653 | ||
Construction-in-progress | 8,915 | 16,231 | ||
Property and equipment, gross | 189,275 | [1] | 185,122 | [1] |
Less: Accumulated depreciation | -102,862 | [2] | -98,151 | [2] |
Property and equipment, net | $86,413 | $86,971 | ||
[1] | Includes $0.1 million and $0.1B million of certain equipment held under capital leases and classified as equipment as of March 31, 2014 and December 31, 2013, respectively. | |||
[2] | Includes $0.1 million and $0.1 million of accumulated depreciation related to certain equipment held under capital leases as of March 31, 2014 and December 31, 2013, respectively, which are depreciated using the straight-line method over the lease term. |
Summary_of_Property_Equipment_1
Summary of Property & Equipment Footnote (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Property And Equipment [Abstract] | ' | ' |
Gross equipment held under capital leases | $0.10 | $0.10 |
Depreciation for equipment held under capital leases | $0.10 | $0.10 |
Property_Equipment_Depreciatio
Property & Equipment Depreciation Expense (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Property And Equipment [Abstract] | ' | ' |
Depreciation Expense | $5.40 | $6.10 |
Depreciation Expense Recorded in Cost of Sales | $0.50 | $0.80 |
Asset_Impairments_Details
Asset Impairments (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Asset Impairment Charges [Abstract] | ' | ' |
Asset impairment charges | $0 | $0 |
Retail_Store_Closings_Details
Retail Store Closings (Details) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Property And Equipment [Abstract] | ' |
Accrued liability related to store closures | $0.70 |
Summary_Of_Goodwill_Intangible
Summary Of Goodwill & Intangible Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Intangible Assets [Line Items] | ' | ' | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | $147,779 | $137,850 | ||
Accumulated Amortization, Finite-Lived Intangible Assets | -68,964 | -65,633 | ||
Net Carrying Amount, Finite-Lived Intangible Assets | 78,815 | 72,217 | ||
Indefinite lived intangible assets | 101 | 97 | ||
Goodwill | 2,499 | 2,508 | ||
Gross Carrying Amount, Total Intangible Assets | 150,379 | 140,455 | ||
Net Carrying Amount, Total Intangible Assets | 81,415 | 74,822 | ||
Capitalized Software [Member] | ' | ' | ||
Intangible Assets [Line Items] | ' | ' | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 129,013 | [1] | 118,940 | [1] |
Accumulated Amortization, Finite-Lived Intangible Assets | -53,051 | [2] | -49,665 | [2] |
Net Carrying Amount, Finite-Lived Intangible Assets | 75,962 | 69,275 | ||
Customer Relationships [Member] | ' | ' | ||
Intangible Assets [Line Items] | ' | ' | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 6,781 | 6,878 | ||
Accumulated Amortization, Finite-Lived Intangible Assets | -6,437 | -6,439 | ||
Net Carrying Amount, Finite-Lived Intangible Assets | 344 | 439 | ||
Patents, copyrights and trademarks [Member] | ' | ' | ||
Intangible Assets [Line Items] | ' | ' | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 6,626 | 6,501 | ||
Accumulated Amortization, Finite-Lived Intangible Assets | -4,462 | -4,272 | ||
Net Carrying Amount, Finite-Lived Intangible Assets | 2,164 | 2,229 | ||
Core technology [Member] | ' | ' | ||
Intangible Assets [Line Items] | ' | ' | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 4,378 | 4,548 | ||
Accumulated Amortization, Finite-Lived Intangible Assets | -4,378 | -4,548 | ||
Other [Member] | ' | ' | ||
Intangible Assets [Line Items] | ' | ' | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 981 | 983 | ||
Accumulated Amortization, Finite-Lived Intangible Assets | -636 | -709 | ||
Net Carrying Amount, Finite-Lived Intangible Assets | $345 | $274 | ||
[1] | Includes $4.1B million of software held under a capital lease classified as capitalized software as of March 31, 2014 and December 31, 2013. | |||
[2] | Includes $2.1B million and $1.9B million of accumulated amortization of software held under a capital lease as of March 31, 2014 and December 31, 2013, respectively, which is amortized using the straight-line method over the useful life. |
Recovered_Sheet2
Summary of Goodwill & Intangible Assets Footnote (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Goodwill & Intangible Assets [Abstract] | ' | ' |
Gross Capitalized Software Held Under Capital Lease | $4.10 | $4.10 |
Amortization of Capitalized Software Held Under Capital Lease | $2.10 | $1.90 |
Goodwill_Intangible_Assets_Amo
Goodwill & Intangible Assets Amortization Expense (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Goodwill & Intangible Assets [Abstract] | ' | ' |
Amortization Expense | $4 | $4.20 |
Amortization Expense Recorded in Cost of Sales | $1.30 | $1.60 |
Goodwill_Intangible_Assets_Fut
Goodwill & Intangible Assets Future Amortization Schedule (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill & Intangible Assets [Abstract] | ' | ' |
Remainder of 2014 | $10,108 | ' |
2015 | 14,717 | ' |
2016 | 14,285 | ' |
2017 | 11,663 | ' |
2018 | 9,702 | ' |
Thereafter | 18,340 | ' |
Net Carrying Amount, Finite-Lived Intangible Assets | $78,815 | $72,217 |
Summary_of_Accrued_Expenses_an
Summary of Accrued Expenses and Other Current Liabilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Accrued Expenses And Other Current Liabilities [Abstract] | ' | ' | ||
Accrued compensation and benefits | $26,559 | $26,903 | ||
Professional services | 19,824 | 14,128 | ||
Fulfillment, freight, and duties | 15,489 | 12,565 | ||
Sales/use and VAT tax payable | 14,393 | 9,142 | ||
Accrued rent and occupancy | 11,850 | 12,198 | ||
Accrued legal | 10,296 | 8,722 | ||
Customer deposits | 7,043 | 6,940 | ||
Dividends payable | 2,133 | ' | ||
Other | 11,540 | [1] | 6,513 | [1] |
Total accrued expenses and other current liabilities | $119,127 | $97,111 | ||
[1] | The amounts in bOtherb consist of various accrued expenses and no individual item accounted for more than 5% of the total balance at March 31, 2014 or December 31, 2013. |
Summary_of_Accrued_Expenses_an1
Summary of Accrued Expenses and Other Current Liabilities Footnote (Details) | Mar. 31, 2014 | Dec. 31, 2013 |
item | item | |
Accrued Expenses And Other Current Liabilities [Abstract] | ' | ' |
Individual Items Accounting For More Than Five Percent Of Balance Of Accrued Expenses | 0 | 0 |
Percent Of Decision Point On Reporting Individual Items In Accrued Expenses | 5.00% | 5.00% |
Summary_of_Fair_Value_Measurem
Summary of Fair Value Measurements on a Recurring Basis (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Cash equivalents | $118,871 | $37,870 |
Derivative Assets | ' | ' |
Foreign currency contracts assets | ' | 13,501 |
Derivative Liabilities | ' | ' |
Foreign currency contracts liabilities | ' | 984 |
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Cash equivalents | 118,871 | 37,870 |
Level 2 [Member] | ' | ' |
Derivative Assets | ' | ' |
Foreign currency contracts assets | ' | 13,501 |
Derivative Liabilities | ' | ' |
Foreign currency contracts liabilities | ' | 984 |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Cash equivalents | ' | ' |
Derivative Assets | ' | ' |
Foreign currency contracts assets | ' | ' |
Derivative Liabilities | ' | ' |
Foreign currency contracts liabilities | ' | ' |
Summary_of_Derivative_Financia
Summary of Derivative Financial Instruments Notional Amounts on Outstanding Positions (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | $322,233 | $220,494 |
Latest maturity date | 1-May-14 | 1-Dec-15 |
Japanese Yen [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 67,413 | 68,707 |
Euro [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 52,850 | 38,577 |
Russian Ruble [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 38,754 | 17,588 |
British Pound Sterling [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 36,702 | 15,487 |
South Korean Won [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 34,867 | 12,100 |
Singapore Dollar [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 25,200 | 28,225 |
Mexican Peso [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 18,125 | 18,350 |
Australian Dollar [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 12,689 | 4,941 |
New Taiwan Dollar [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 8,779 | 3,463 |
South African Rand [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 7,746 | 3,076 |
Indian Rupee [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 5,525 | 2,150 |
Canadian Dollar [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 4,972 | 3,428 |
Hong Kong Dollar [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 3,533 | 1,844 |
New Zealand Dollar [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 2,468 | 943 |
Swedish Krona [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | 2,222 | 1,615 |
Norwegian Krone [Member] | ' | ' |
Foreign currency exchange forward contracts by currency: | ' | ' |
Total notional value, net | $388 | ' |
Summary_of_GainLoss_on_Derivat
Summary of Gain/Loss on Derivative Instruments (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Derivative Financial Instruments [Abstract] | ' | ' |
Foreign currency transaction losses, net | $2,768,000 | $2,600,000 |
Foreign currency exchange forwards | 1,838,000 | -9,941,000 |
Foreign currency transaction gains/losses, gross | $1,000,000 | $12,500,000 |
Revolving_Credit_Facility_Deta
Revolving Credit Facility (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Line of Credit Facility [Abstract] | ' | ' |
Revolving credit facility | $0 | $0 |
Outstanding letters of credit | $7,300,000 | $7,200,000 |
LongTerm_Bank_Borrowings_Narra
Long-Term Bank Borrowings Narrative (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' | ' | ' |
Bank borrowings | $15.50 | ' | $16.80 |
Current maturities of long-term debt | 5.2 | ' | 5.1 |
Minimum interest rate on long-term debt | 2.45% | ' | ' |
Maximum interest rate on long-term debt | 2.79% | ' | ' |
Earliest maturity on long-term debt | 1-Sep-16 | ' | ' |
Latest maturity on long-term debt | 1-Sep-17 | ' | ' |
Long-term debt interest capitalized | $0.10 | $0 | ' |
Aggregate_Maturities_of_LongTe
Aggregate Maturities of Long-Term Bank Borrowings (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' | ' |
Remainder of FY 2014 | $5,169,000 | ' |
FY 2015 | 5,305,000 | ' |
FY 2016 | 4,150,000 | ' |
FY 2017 | 885,000 | ' |
FY 2018 | ' | ' |
FY Thereafter | ' | ' |
Total principal debt maturities | $15,500,000 | $16,800,000 |
ShareBased_Compensation_Expens
Share-Based Compensation Expense (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Arrangements with Employees and Nonemployees [Abstract] | ' | ' |
Share-based compensation expense | $4.70 | $3.50 |
Capitalized share-based compensation expense | $0.10 | $0.20 |
Stock_Option_Activity_Details
Stock Option Activity (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | ' | ' |
Shares outstanding at beginning of period | 2,105,152 | 2,621,686 |
Shares granted | 24,000 | 79,500 |
Shares exercised | -73,557 | -97,309 |
Shares forfeited or expired | -35,287 | -63,200 |
Shares outstanding at end of period | 2,020,308 | 2,540,677 |
Weighted average exercise price of options outstanding at beginning of period | $13.34 | $13.03 |
Weighted average exercise price of options granted | $15.33 | $15.29 |
Weighted average exercise price of options exercised | $7.05 | $6.20 |
Weighted average exercise price of options forfeited or expired | $18.07 | $18.48 |
Weighted average exercise price of options outstanding at end of period | $13.51 | $13.24 |
Restricted_Stock_Awards_and_Re
Restricted Stock Awards and Restricted Stock Units Description of Performance Incentive Plans (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Schedule of Restricted Stock Award and Restricted Stock Unit Activity [Line Items] | ' | ' |
Share-based compensation expense | $4.70 | $3.50 |
Performance-based Restricted Stock Units [Member] | ' | ' |
Schedule of Restricted Stock Award and Restricted Stock Unit Activity [Line Items] | ' | ' |
Share grants approved in period | 1 | 0.6 |
Time-based Restricted Stock Units [Member] | ' | ' |
Schedule of Restricted Stock Award and Restricted Stock Unit Activity [Line Items] | ' | ' |
Share grants approved in period | 0.3 | 0.8 |
Restricted Stock Units [Member] | ' | ' |
Schedule of Restricted Stock Award and Restricted Stock Unit Activity [Line Items] | ' | ' |
Share-based compensation expense | $3.70 | $2.70 |
Schedule_Of_Restricted_Stock_A
Schedule Of Restricted Stock Award and Restricted Stock Unit Activity (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Restricted Stock Awards [Member] | ' | ' | ||
Schedule of Restricted Stock Award and Restricted Stock Unit Activity [Line Items] | ' | ' | ||
Nonvested beginning balance | 210,490 | 355,509 | ||
Vested | -15,398 | [1] | -17,206 | [1] |
Forfeited or expired | -137,055 | -10,800 | ||
Nonvested ending balance | 58,037 | 327,503 | ||
Weighted average grant date fair value beginning balance | $13.43 | $13.37 | ||
Weighted average grant date fair value of vested | $16.68 | [1] | $16.86 | [1] |
Weighted average grant date fair value of forfeited or expired | $12.44 | $12.51 | ||
Weighted average grant date fair value ending balance | $14.89 | $13.22 | ||
Restricted Stock Units [Member] | ' | ' | ||
Schedule of Restricted Stock Award and Restricted Stock Unit Activity [Line Items] | ' | ' | ||
Nonvested beginning balance | 1,965,667 | 1,414,661 | ||
Granted | 1,348,977 | 1,406,017 | ||
Vested | -408,564 | [2] | -194,687 | [2] |
Forfeited or expired | -292,526 | -176,447 | ||
Nonvested ending balance | 2,613,554 | 2,449,544 | ||
Weighted average grant date fair value beginning balance | $16.50 | $20.61 | ||
Weighted average grant date fair value of granted | $16.44 | $14.94 | ||
Weighted average grant date fair value of vested | $17.09 | [2] | $21.19 | [2] |
Weighted average grant date fair value of forfeited or expired | $18.35 | $24.04 | ||
Weighted average grant date fair value ending balance | $16.17 | $17.06 | ||
[1] | The RSAs vested during the three months ended March 31, 2014 and 2013 consisted entirely of time-based awards. | |||
[2] | The RSUs vested during the three months ended March 31, 2014 consisted of 30,946 performance-based awards and 377,618 time-based awards. The RSUs vested during the three months ended March 31, 2013 consisted of 52,288 performance-based awards and 142,399 time-based awards. |
Schedule_Of_Restricted_Stock_A1
Schedule Of Restricted Stock Award and Restricted Stock Unit Activity Footnote (Details) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Restricted Stock Awards [Member] | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ||
Vested | -15,398 | [1] | -17,206 | [1] |
Restricted Stock Units [Member] | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ||
Vested | -408,564 | [2] | -194,687 | [2] |
Time-based Restricted Stock Units [Member] | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ||
Vested | -377,618 | -142,399 | ||
Performance-based Restricted Stock Units [Member] | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ||
Vested | -30,946 | -52,288 | ||
[1] | The RSAs vested during the three months ended March 31, 2014 and 2013 consisted entirely of time-based awards. | |||
[2] | The RSUs vested during the three months ended March 31, 2014 consisted of 30,946 performance-based awards and 377,618 time-based awards. The RSUs vested during the three months ended March 31, 2013 consisted of 52,288 performance-based awards and 142,399 time-based awards. |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Income Tax Expense (Benefit) [Abstract] | ' | ' | ' |
Income tax expense | $5,357,000 | $6,214,000 | ' |
Income before taxes | 14,481,000 | 35,175,000 | ' |
Effective income tax rate | 37.00% | 17.70% | ' |
Unrecognized tax benefits | $31,200,000 | ' | $31,600,000 |
Earnings_Per_Share_Summary_Det
Earnings Per Share Summary (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Net income attributable to common shareholders | $6,373 | $28,961 |
Less: adjustment for income allocated to participating securities | -868 | -115 |
Net income attributable to common stockholders - basic and diluted | $5,505 | $28,846 |
Weighted average common shares outstanding - basic | 88,239 | 87,781 |
Plus: dilutive effect of stock options and unvested restricted stock units | 1,300 | 891 |
Weighted average common shares outstanding - diluted | 89,539 | 88,672 |
Basic | $0.06 | $0.33 |
Diluted | $0.06 | $0.33 |
Earnings_Per_Share_Summary_Nar
Earnings Per Share Summary Narrative (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ' |
Anti-dilutive options and RSUs not included in the calculation of diluted income (loss) per share | 1,500,000 |
Percentage of common stock if-converted Series A preferred stock | 13.50% |
Anti-dilutive Series A preferred shares not included in the calculation of EPS | 13,793,100 |
Stock_Repurchase_Plan_Authoriz
Stock Repurchase Plan Authorizations (Details) (USD $) | 3 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ' |
Amount authorized for repurchase under share repurchase authorization | $350 |
Number of shares repurchased | 0.9 |
Weighted Average Price Of Shares Repurchased | $14.94 |
Value for shares repurchased | 13 |
Amount remaining for repurchase under share repurchase authorization | $337 |
Series_A_Preferred_Stock_Detai
Series A Preferred Stock (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Temporary Equity [Abstract] | ' | ' |
Series A preferred shares, issued and outstanding | 200,000 | 200,000 |
Gross purchase price | $198,000,000 | ' |
Gross purchase price per share | 990 | ' |
Net proceeds from sale of series A preferred stock | 182,200,000 | ' |
Issuance discount | 2,000,000 | ' |
Direct issuance expenses | 15,800,000 | ' |
Stated value of preferred shares per share | 1,000 | ' |
Dividend rate | 6 | ' |
Penalty dividend rate | 8 | ' |
Accrued dividends | 2,133,000 | ' |
Conversion price per share at option of holder | 14.5 | ' |
Conversion price per share at option of company | 29 | ' |
Anti-dilutive Series A preferred shares not included in the calculation of EPS | 13,793,100 | ' |
Series A preferred shares, redemption value | $202,100,000 | ' |
Operating_Lease_Rental_Expense
Operating Lease Rental Expense (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Operating Leases Rent Expense [Abstract] | ' | ' | ||
Minimum rentals | $29,242 | [1] | $24,270 | [1] |
Contingent rentals | 2,423 | 2,496 | ||
Less: Sublease rentals | -180 | -156 | ||
Total rent expense | $31,485 | $26,610 | ||
[1] | Minimum rentals include all lease payments as well as fixed and variable common area maintenance (bCAMb), parking and storage fees, which were approximately $2.4 million during the three months ended March 31, 2014 and 2013. |
Operating_Lease_Rental_Expense1
Operating Lease Rental Expense Narrative (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating Leases Rent Expense [Abstract] | ' | ' |
CAM, parking and storage fees related to rent expense | $2.40 | $2.40 |
Purchase_Commitments_Details
Purchase Commitments (Details) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Commitments And Contingencies [Abstract] | ' |
Purchase commitments with third party manufacturers | $210.40 |
Government_Tax_Audits_Details
Government Tax Audits (Details) (Canadian Tax Authority [Member], USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Canadian Tax Authority [Member] | ' |
Tax benefit from audit examination | $2.20 |
Operating_Segments_and_Geograp2
Operating Segments and Geographic Information Income Statement (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenues | $312,429 | $311,656 | ||
Income from operations | 16,822 | 37,650 | ||
Interest income | -477 | -306 | ||
Interest expense | 191 | 209 | ||
Foreign currency transaction losses, net | 2,768 | 2,600 | ||
Other income, net | -141 | -28 | ||
Income before income taxes | 14,481 | 35,175 | ||
Depreciation and amortization | 9,373 | 10,264 | ||
Americas [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenues | 117,120 | 129,429 | ||
Income from operations | 13,437 | 20,813 | ||
Depreciation and amortization | 2,448 | 2,542 | ||
Asia Pacific [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenues | 101,865 | 90,457 | ||
Income from operations | 27,683 | 27,103 | ||
Depreciation and amortization | 1,406 | 1,278 | ||
Japan [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenues | 29,050 | 30,359 | ||
Income from operations | 6,462 | 7,560 | ||
Depreciation and amortization | 334 | 401 | ||
Europe [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenues | 64,136 | 61,346 | ||
Income from operations | 7,539 | 12,671 | ||
Depreciation and amortization | 902 | 1,150 | ||
Total Segment Revenues [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenues | 312,171 | 311,591 | ||
Total Segment Operating Income [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Income from operations | 55,121 | 68,147 | ||
Total Segment Depreciation And Amortization [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Depreciation and amortization | 5,090 | 5,371 | ||
Other businesses [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenues | 258 | 65 | ||
Income from operations | -3,756 | -3,877 | ||
Depreciation and amortization | 1,599 | 2,117 | ||
Intersegment eliminations [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Income from operations | 15 | 15 | ||
Unallocated corporate and other [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Income from operations | -34,558 | [1] | -26,635 | [1] |
Depreciation and amortization | $2,684 | [1] | $2,776 | [1] |
[1] | Includes a corporate component consisting primarily of corporate support and administrative functions, costs associated with share-based compensation, research and development, brand marketing, legal, depreciation and amortization of corporate and other assets not allocated to operating segments and costs of the same nature related to certain corporate holding companies. |
Operating_Segments_and_Geograp3
Operating Segments and Geographic Information Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Segment Reporting Information [Line Items] | ' | ' | ||
Total current deferred tax assets | $4,521 | $4,440 | ||
Income tax receivable | 14,004 | 10,630 | ||
Other receivables | 17,025 | 11,942 | ||
Prepaid expenses and other current assets | 34,559 | 29,175 | ||
Total current assets | 880,504 | 640,077 | ||
Property and equipment, net | 86,413 | 86,971 | ||
Intangible assets, net | 81,415 | 74,822 | ||
Total non-current deferred tax assets | 19,688 | 19,628 | ||
Other assets | 40,930 | 53,661 | ||
Total assets | 1,108,950 | 875,159 | ||
Americas [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total current assets | 200,229 | 139,855 | ||
Asia Pacific [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total current assets | 204,536 | 177,343 | ||
Japan [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total current assets | 51,154 | 51,155 | ||
Europe [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total current assets | 139,142 | 137,701 | ||
Total Segment Current Assets [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total current assets | 595,061 | 506,054 | ||
Other businesses [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total current assets | 21,710 | 14,093 | ||
Unallocated corporate and other [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Total current assets | $193,624 | [1] | $63,743 | [1] |
[1] | Corporate assets primarily consist of cash and equivalents which increased predominately due to net cash proceeds from our investment with Blackstone. See Note 12 - Series A Preferred Stock for further details regarding the preferred share offering. |
Operating_Segments_and_Geograp4
Operating Segments and Geographic Information General (Details) | 3 Months Ended |
Mar. 31, 2014 | |
segment | |
Operating Segments And Geographic Information [Abstract] | ' |
Number of Reportable Segments | 4 |
Legal_Tax_Proceedings_Details
Legal Tax Proceedings (Details) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Mexican Federal Tax Authority [Member] | Mexican Federal Tax Authority [Member] | U.S. Customs and Border Protection [Member] | |
USD ($) | MXN | USD ($) | |
Income Tax Examination [Line Items] | ' | ' | ' |
Unpaid duties | ' | ' | $12.40 |
Initial assessment for unpaid duties | ' | ' | 14.3 |
Penalties and interest assessed | 22 | 280 | ' |
Surety bond | $26 | 321 | ' |
Legal_Proceedings_Details
Legal Proceedings (Details) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Legal Proceedings [Abstract] | ' |
Legal Settlement Accrual | $13.40 |
Minimum Reasonably Possible Loss | 0 |
Maximum Reasonably Possible Loss | $10.30 |