NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unless otherwise noted in this report, any description of the “Company,” “we,” “us,” or “our” includes Crocs, Inc. and our consolidated subsidiaries within our reportable operating segments and corporate operations. We are engaged in the design, development, worldwide marketing, distribution, and sale of casual lifestyle footwear and accessories for all. We strive to be the global leader in the sale of casual footwear characterized by functionality, comfort, color, and lightweight design.
Our reportable operating segments include: (i) the Crocs Brand and (ii) the HEYDUDE Brand. See Note 13 — Operating Segments and Geographic Information for additional information.
The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our wholly-owned subsidiaries and reflect all adjustments which are necessary for a fair statement of the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such unaudited condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.
These unaudited condensed consolidated interim financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (“Annual Report”) and have been prepared on a consistent basis with the accounting policies described in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report. Our accounting policies did not change during the six months ended June 30, 2024, other than with respect to the new accounting pronouncements adopted, as applicable, as described in Note 2 — Recent Accounting Pronouncements.
Reclassifications
We have reclassified certain amounts in Note 3 — Accrued Expenses and Other Liabilities, Note 9 — Revenues, and Note 13 — Operating Segments and Geographic Information to conform to current period presentation.
Use of Estimates
U.S. GAAP requires us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. Management believes that the estimates, judgments, and assumptions made when accounting for items and matters such as, but not limited to, the allowance for doubtful accounts, customer rebates, sales returns and allowances, impairment assessments and charges, recoverability of long-lived assets, deferred tax assets, valuation allowances, uncertain tax positions, income tax expense, share-based compensation expense, the assessment of lower of cost or net realizable value on inventory, useful lives assigned to long-lived assets, goodwill, and indefinite-lived intangible assets are reasonable based on information available at the time they are made. To the extent there are differences between these estimates and actual results, our condensed consolidated financial statements may be materially affected.
Condensed Consolidated Statements of Cash Flows - Supplemental Disclosures
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
| (in thousands) |
| Cash paid for interest | $ | 54,708 | | | $ | 81,354 | |
| Cash paid for income taxes | 71,829 | | | 102,107 | |
| Cash paid for operating leases | 43,226 | | | 35,259 | |
| | | |
| Non-Cash Investing and Financing Activities: | | | |
| Right-of-use assets obtained in exchange for operating lease liabilities, net of terminations | $ | 50,423 | | | $ | 19,062 | |
Accrued purchases of property, equipment, and software | 9,589 | | | 20,657 | |
2. RECENT ACCOUNTING PRONOUNCEMENTS
New Accounting Pronouncement Not Yet Adopted
Pillar Two Global Minimum Tax
The Organization for Economic Co-operation and Development (“OECD”) has released Pillar Two model rules introducing a 15% global minimum tax rate for large multinational corporations to be effective starting with tax periods ending in 2024. Various jurisdictions we operate in have enacted or plan to enact legislation beginning in 2024 or in subsequent years. There remains uncertainty as to the final Pillar Two rules as the OECD continues to release guidance and modifications to the rules. We do not anticipate the Pillar Two rules will have a material impact on our 2024 consolidated financial statements.
Income Taxes: Improvements to Income Tax Disclosure
In December 2023, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance related to the disclosure of rate reconciliation and income taxes paid. This guidance becomes effective for annual periods beginning after December 15, 2024 with early adoption permitted and should be applied on a prospective basis. We do not expect this standard to have a material impact on our consolidated financial statements, but it will require increased disclosures within the notes to our consolidated financial statements.
Segment Reporting: Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued authoritative guidance related to the segment disclosures. This guidance becomes effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with early adoption permitted and should be applied on a retrospective basis. We do not expect this standard to have a material impact on our consolidated financial statements, but it will require increased disclosures within the notes to our consolidated financial statements.
Other new pronouncements issued but not effective until after June 30, 2024 are not expected to have a material impact on our condensed consolidated financial statements.
3. ACCRUED EXPENSES AND OTHER LIABILITIES
Amounts reported in ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheets were:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | (in thousands) |
| Professional services | $ | 69,584 | | | $ | 80,986 | |
| Accrued compensation and benefits | 48,883 | | | 70,245 | |
| Return liabilities | 33,179 | | | 38,644 | |
| Sales/use and value added taxes payable | 30,478 | | | 23,768 | |
| Fulfillment, freight, and duties | 35,042 | | | 22,269 | |
Royalties payable (1) | 10,492 | | | 10,097 | |
| Accrued rent and occupancy | 10,699 | | | 8,246 | |
Customer deposit liability and deferred revenue (1) | 10,182 | | | 7,568 | |
| Accrued legal fees | 6,198 | | | 2,546 | |
Other (1) | 30,358 | | | 21,402 | |
| Total accrued expenses and other liabilities | $ | 285,095 | | | $ | 285,771 | |
(1) Amounts as of December 31, 2023 have been reclassified to conform to current period presentation.
4. LEASES
Right-of-Use Assets and Operating Lease Liabilities
Amounts reported in the condensed consolidated balance sheets were: | | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| (in thousands) |
| Assets: | | | |
| Right-of-use assets | $ | 292,089 | | | $ | 287,440 | |
| Liabilities: | | | |
| Current operating lease liabilities | $ | 63,918 | | | $ | 62,267 | |
| Long-term operating lease liabilities | 277,112 | | | 269,769 | |
| Total operating lease liabilities | $ | 341,030 | | | $ | 332,036 | |
Lease Costs and Other Information
Lease-related costs reported within ‘Cost of sales’ and ‘Selling, general and administrative expenses’ in our condensed consolidated statements of income were:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (in thousands) |
| Operating lease cost | $ | 20,409 | | | $ | 18,393 | | | $ | 40,654 | | | $ | 36,592 | |
| Short-term lease cost | 5,214 | | | 4,192 | | | 10,013 | | | 7,234 | |
| Variable lease cost | 15,944 | | | 14,570 | | | 23,307 | | | 20,118 | |
| Total lease costs | $ | 41,567 | | | $ | 37,155 | | | $ | 73,974 | | | $ | 63,944 | |
The weighted average remaining lease term and discount rate related to our lease liabilities as of June 30, 2024 were 6.6 years and 6.3%, respectively. As of June 30, 2023, the weighted average remaining lease term and discount rate related to our lease liabilities were 6.6 years and 4.1%, respectively.
During the six months ended June 30, 2024, we impaired our right-of-use assets for our former HEYDUDE Brand warehouses in Las Vegas, Nevada and our former Crocs Brand warehouse in Oudenbosch, the Netherlands, as described in Note 5 — Fair Value Measurements.
Maturities
The maturities of our operating lease liabilities were:
| | | | | |
| As of June 30, 2024 |
| (in thousands) |
| 2024 (remainder of year) | $ | 36,311 | |
| 2025 | 75,419 | |
| 2026 | 64,100 | |
| 2027 | 55,168 | |
| 2028 | 46,099 | |
| Thereafter | 144,622 | |
| Total future minimum lease payments | 421,719 | |
| Less: imputed interest | (80,689) | |
| Total operating lease liabilities | $ | 341,030 | |
5. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
All of our derivative instruments are classified as Level 2 of the fair value hierarchy and are reported in the condensed consolidated balance sheets within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ at June 30, 2024 and December 31, 2023. The fair values of our derivative instruments were an insignificant asset and insignificant liability at June 30, 2024 and an insignificant asset and insignificant liability at December 31, 2023. See Note 6 — Derivative Financial Instruments for more information.
The carrying amounts of our cash, cash equivalents, and restricted cash, accounts receivable, accounts payable, current accrued expenses and other liabilities, and our Citibank Facility (as defined below) approximate their fair value as recorded due to the short-term maturity of these instruments.
Our borrowing instruments are recorded at their carrying values in the condensed consolidated balance sheets, which may differ from their respective fair values. The Term Loan B Facility (as defined below) and the Notes (as defined below) are classified as Level 1 of the fair value hierarchy and are reported in our condensed consolidated balance sheet at face value, less unamortized issuance costs. The fair value of our Revolving Facility (as defined below) approximates its carrying value at June 30, 2024 and December 31, 2023 based on interest rates currently available to us for similar borrowings. The carrying value and fair value of our borrowing instruments as of June 30, 2024 and December 31, 2023 were:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| (in thousands) |
| Term Loan B Facility | $ | 685,000 | | | $ | 690,994 | | | $ | 820,000 | | | $ | 824,100 | |
| 2029 Notes | 350,000 | | | 318,682 | | | 350,000 | | | 313,987 | |
| 2031 Notes | 350,000 | | | 304,518 | | | 350,000 | | | 296,742 | |
| Revolving Facility | 190,000 | | | 190,000 | | | 190,000 | | | 190,000 | |
Non-Financial Assets and Liabilities
Our non-financial assets, which primarily consist of property and equipment, right-of-use assets, goodwill, and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value.
The fair values of these assets are determined, as required, based on Level 3 measurements, including estimates of the amount and timing of future cash flows based upon historical experience, expected market conditions, and management’s plans. We recorded impairments within ‘Selling, general and administrative expenses’ in our condensed consolidated statements of income as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (in thousands) |
Information technology systems impairment (1) | $ | — | | | $ | — | | | $ | 18,172 | | | $ | — | |
Right-of-use assets impairment (2) | — | | | — | | | 5,909 | | | — | |
| Total asset impairments | $ | — | | | $ | — | | | $ | 24,081 | | | $ | — | |
(1) During the six months ended June 30, 2024, we recognized an impairment charge for information technology systems related to the HEYDUDE integration of $17.4 million to prepaid assets and $0.8 million to intangible assets.
(2) During the six months ended June 30, 2024, we recognized an impairment of $5.5 million for our former HEYDUDE Brand warehouses in Las Vegas, Nevada and $0.4 million for our former Crocs Brand warehouse in Oudenbosch, the Netherlands.
6. DERIVATIVE FINANCIAL INSTRUMENTS
We transact business in various foreign entities and are therefore exposed to foreign currency exchange rate risk that impacts the reported U.S. Dollar (“USD”) amounts of revenues, expenses, and certain foreign currency monetary assets and liabilities. In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in earnings caused by fluctuations in foreign exchange rates, we may enter into forward contracts to buy and sell foreign currency. By policy, we do not enter into these contracts for trading purposes or speculation.
Counterparty default risk is considered low because the forward contracts we enter into are over-the-counter instruments transacted with highly-rated financial institutions. We were not required to and did not post collateral as of June 30, 2024 or December 31, 2023.
Our derivative instruments are recorded at fair value as a derivative asset or liability in the condensed consolidated balance sheets within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ at June 30, 2024 and December 31, 2023. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain components of its risk, even though hedge accounting does not apply, or we elect not to apply hedge accounting.
We report derivative instruments with the same counterparty on a net basis when a master netting arrangement is in place. For the condensed consolidated statements of cash flows, we classify cash flows from derivative instruments at settlement in the same category as the cash flows from the related hedged items within ‘Cash provided by operating activities.’
As of June 30, 2024, we have derivatives not designated as hedging instruments (“non-hedged derivatives”), which consist of foreign currency forward contracts primarily used to hedge monetary assets and liabilities denominated in non-functional currencies. For our non-hedged derivatives, changes in fair value are recognized within ‘Foreign currency gains (losses), net’ in the condensed consolidated statements of income.
We also have cash flow hedges (“hedged derivatives”) as of June 30, 2024. We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. Dollar. Specifically, we have subsidiaries that transact in currencies other than their functional currency. We use cash flow hedges to minimize the variability in cash flows caused by fluctuations in foreign currency exchange rates related to our external sales and external purchases of inventory. Currency forward agreements involve fixing the exchange rates for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close to their settlement date. We may also use currency option contracts under which we will pay a premium for the right to sell a specified amount of a foreign currency prior to the maturity date of the option.
For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in ‘Accumulated other comprehensive loss’ in the condensed consolidated balance sheets. In the period during which the hedged transaction affects earnings, the related gain or loss is subsequently reclassified to ‘Revenues’ or ‘Cost of sales’ in the condensed consolidated statements of income, which is consistent with the nature of the hedged transaction. During the three and six months ended June 30, 2024, there was a gain of $0.3 million and $0.6 million, respectively, recognized due to reclassification from ‘Accumulated other comprehensive loss’ to ‘Revenues’ or ‘Cost of sales’ related to our hedged derivatives. During the next twelve months, we estimate that a gain of $0.3 million will be reclassified to our condensed consolidated statements of income.
The fair values of derivative assets and liabilities, net, all of which are classified as Level 2, reported within either ‘Accrued expenses and other liabilities’ or ‘Prepaid expenses and other assets’ in the condensed consolidated balance sheets, were:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| Derivative Assets | | Derivative Liabilities | | Derivative Assets | | Derivative Liabilities |
| (in thousands) |
| Non-hedged derivatives: | | | | | | | |
| Forward foreign currency exchange contracts | $ | 922 | | | $ | (665) | | | $ | 2,850 | | | $ | (1,333) | |
| Hedged derivatives: | | | | | | | |
| Cash flow foreign currency contracts | 572 | | | (301) | | | 142 | | | (229) | |
| Total derivatives | 1,494 | | | (966) | | | 2,992 | | | (1,562) | |
| Netting of counterparty contracts | (502) | | | 502 | | | (1,547) | | | 1,547 | |
| Total derivatives, net of counterparty contracts | $ | 992 | | | $ | (464) | | | $ | 1,445 | | | $ | (15) | |
The notional amounts of outstanding foreign currency forward exchange contracts presented below report the total U.S. Dollar equivalent position and the net contract fair values for each foreign currency position.
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| Notional | | Fair Value | | Notional | | Fair Value |
| (in thousands) |
| Non-hedged derivatives: | | | | | | | |
| Singapore Dollar | $ | 37,742 | | | $ | 101 | | | $ | 41,441 | | | $ | 1,507 | |
| Euro | 17,770 | | | 102 | | | 30,757 | | | 1,343 | |
| British Pound Sterling | 10,182 | | | (172) | | | 17,662 | | | (835) | |
| South Korean Won | 21,308 | | | (92) | | | 9,759 | | | (428) | |
| Indian Rupee | 14,537 | | | (60) | | | 5,291 | | | (23) | |
| Japanese Yen | 13,604 | | | 667 | | | 969 | | | (47) | |
| Other currencies | 36,869 | | | (289) | | | — | | | — | |
| Total non-hedged derivatives | 152,012 | | | 257 | | | 105,879 | | | 1,517 | |
| Hedged derivatives: | | | | | | | |
| Euro | 19,843 | | | 402 | | | 40,014 | | | (186) | |
| British Pound Sterling | 20,649 | | | 78 | | | 22,320 | | | 135 | |
| South Korean Won | 5,398 | | | 92 | | | 11,093 | | | (42) | |
| Indian Rupee | 3,786 | | | (9) | | | 5,703 | | | 6 | |
| Chinese Yuan | 32,779 | | | (292) | | | — | | | — | |
| Total hedged derivatives | 82,455 | | | 271 | | | 79,130 | | | (87) | |
| Total derivatives | $ | 234,467 | | | $ | 528 | | | $ | 185,009 | | | $ | 1,430 | |
| | | | | | | |
| Latest maturity date, non-hedged derivatives | July 2024 | | January 2024 |
| Latest maturity date, hedged derivatives | March 2025 | | December 2024 |
Amounts reported in ‘Foreign currency gains (losses), net’ in the condensed consolidated statements of income include both realized and unrealized gains (losses) from foreign currency transactions and derivative contracts and were:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| | (in thousands) |
Foreign currency transaction gains (losses) | $ | (1,513) | | | $ | 402 | | | $ | (2,933) | | | $ | (369) | |
Foreign currency forward exchange contracts gains (losses) | 190 | | | 149 | | | (663) | | | 517 | |
Foreign currency gains (losses), net | $ | (1,323) | | | $ | 551 | | | $ | (3,596) | | | $ | 148 | |
7. BORROWINGS
Our long-term borrowings were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Maturity | | Stated Interest Rate | | Effective Interest Rate | | June 30, 2024 | | December 31, 2023 |
| | | | | | | | (in thousands) |
Notes issuance of $350.0 million | | 2029 | | 4.250 | % | | 4.64 | % | | $ | 350,000 | | | $ | 350,000 | |
Notes issuance of $350.0 million | | 2031 | | 4.125 | % | | 4.35 | % | | 350,000 | | | 350,000 | |
| Term Loan B Facility | | 2029 | | | | | | 685,000 | | | 820,000 | |
| Revolving Facility | | | | | | | | 190,000 | | | 190,000 | |
| Total face value of long-term borrowings | | | | | | | | 1,575,000 | | | 1,710,000 | |
| Less: | | | | | | | | | | |
| Unamortized issuance costs | | | | | | | | 45,434 | | | 49,004 | |
Current portion of long-term borrowings (1) | | | | | | | | — | | | 20,000 | |
| Total long-term borrowings | | | | | | | | $ | 1,529,566 | | | $ | 1,640,996 | |
(1) Represents the current portion of the borrowings under the Term Loan B facility.
At June 30, 2024 and December 31, 2023, $10.6 million and $10.7 million, respectively, of accrued interest related to our borrowings was reported in ‘Accounts payable’ in the condensed consolidated balance sheets.
Senior Revolving Credit Facility
In July 2019, the Company and certain of its subsidiaries (the “Borrowers”) entered into a Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), with the lenders named therein and PNC Bank, National Association, as a lender and administrative agent for the lenders. Since that time, we have amended the Credit Agreement, which, as amended to date, provides for a revolving credit facility of $750.0 million, which can be increased by an additional $250.0 million subject to certain conditions (the “Revolving Facility”). Borrowings under the Credit Agreement bear interest at a variable interest rate based on (A) a Base Rate (defined as the highest of (i) the Overnight Bank Funding Rate (as defined in the Credit Agreement), plus 0.25%, (ii) the Prime Rate (as defined in the Credit Agreement), and (iii) the Daily Simple SOFR (as defined in the Credit Agreement), plus 1.00%), plus an applicable margin ranging from 0.25% to 0.875% based on our leverage ratio or 1.35% to 1.975% for the Daily Simple SOFR based on the leverage ratio, or (B) the Term SOFR Rate (as defined in the Credit Agreement), plus an applicable margin ranging from 1.35% to 1.975% based on our leverage ratio for one-month interest periods and 1.40% to 2.025% based on our leverage ratio for three month interest periods. Borrowings under the Credit Agreement are secured by all of the assets of the Borrowers and guaranteed by certain other subsidiaries of the Borrowers.
The Credit Agreement requires or required, as applicable, us to maintain a minimum interest coverage ratio of 3.00 to 1.00, and a maximum leverage ratio of (i) 4.00 to 1.00 from the quarter ended March 31, 2022 through, and including, the quarter ended December 31, 2023, (ii) 3.75 to 1.00 for the quarter ended March 31, 2024, (iii) 3.50 to 1.00 for the quarter ended June 30, 2024, and (iv) 3.25 to 1.00 for the quarter ending September 30, 2024 and thereafter (subject to adjustment in certain circumstances). The Credit Agreement permits, among other things, (i) stock repurchases subject to certain restrictions, including after giving effect to such stock repurchases, the maximum leverage ratio does not exceed certain levels; and (ii) certain acquisitions so long as there is borrowing availability under the Credit Agreement of at least $40.0 million. As of June 30, 2024, we were in compliance with all financial covenants under the Credit Agreement.
As of June 30, 2024, the total commitments available from the lenders under the Revolving Facility were $750.0 million. At June 30, 2024, we had $190.0 million in outstanding borrowings and $1.3 million in outstanding letters of credit under the Revolving Facility, which reduces amounts available for borrowing under the Revolving Facility. As of June 30, 2024 and December 31, 2023, we had $558.7 million of available borrowing capacity under the Revolving Facility, which matures in November 2027.
Term Loan B Facility
On February 17, 2022, the Company entered into a credit agreement (the “Original Term Loan B Credit Agreement”) with Citibank, N.A., as administrative agent and lender, to among other things, finance a portion of the cash consideration for the Acquisition, which was amended on August 8, 2023 (the “August 2023 Amendment”) and on February 13, 2024 (the “February 2024 Amendment”). The Original Term Loan B Credit Agreement, as amended by the August 2023 Amendment and the February 2024 Amendment is referred to herein as the “Term Loan B Credit Agreement.”
The Original Term Loan B Credit Agreement provided for an aggregate term loan B facility in the principal amount of $2.0 billion. Prior to the February 2024 Amendment, the outstanding balance was $820.0 million. Among other things, the February 2024 Amendment provided for a new $820.0 million tranche of term loans (the “2024 Refinancing Term Loans” and, such facility, the "Term Loan B Facility"), to refinance the then-outstanding principal balance. The 2024 Refinancing Term Loans are secured by substantially all of the Company’s and each subsidiary guarantor’s assets on a pari passu basis with their obligations arising from the Term Loan B Credit Agreement and is scheduled to mature on February 17, 2029, subject to certain exceptions set forth in the Term Loan B Credit Agreement. Additionally, subject to certain conditions, including, without limitation, satisfying certain leverage ratios, the Company may, at any time, on one or more occasions, add one or more new classes of term facilities and/or increase the principal amount of the loans of any existing class by requesting one or more incremental term facilities.
Pursuant to the reduced interest rate margins applicable to the 2024 Refinancing Term Loans, each term loan borrowing which is an alternate base rate borrowing bears interest at a rate per annum equal to the Alternate Base Rate (as defined in the Term Loan B Credit Agreement), plus 1.25%. Each term loan borrowing which is a term SOFR borrowing bears interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Term Loan B Credit Agreement) plus 2.25%.
As of June 30, 2024, the Term Loan B Facility was fully drawn with no remaining borrowing capacity, and we had $685.0 million in outstanding principal on the Term Loan B Facility, which matures on February 17, 2029.
The Term Loan B Credit Agreement also contains customary affirmative and negative covenants, incurrence financial covenants, representations and warranties, events of default and other provisions. As of June 30, 2024, we were in compliance with all financial covenants under the Term Loan B Credit Agreement.
Asia Revolving Credit Facility
During the six months ended June 30, 2024, we had one revolving credit facility in Asia with Citibank (China) Company Limited, Shanghai Branch (the “Citibank Facility”), which, as amended, provides up to an equivalent of $15.0 million.
As of June 30, 2024, we had no borrowings outstanding on the Citibank Facility. As of December 31, 2023, we had borrowings outstanding of $3.3 million on the Citibank Facility.
Senior Notes Issuances
In March 2021, the Company completed the issuance and sale of $350.0 million aggregate principal amount of 4.250% Senior Notes due March 15, 2029 (the “2029 Notes”), pursuant to the indenture related thereto (as amended and/or supplemented to date, the “2029 Notes Indenture”). Additionally, in August 2021, the Company completed the issuance and sale of $350.0 million aggregate principal amount of 4.125% Senior Notes due August 15, 2031 (the “2031 Notes”), pursuant to the indenture related thereto (as amended and/or supplemented to date, “the 2031 Notes Indenture” and, together with the 2029 Notes Indenture, the “Indentures” and, each, an “Indenture”). Interest on each of the 2029 Notes and the 2031 Notes (collectively, the “Notes”) is payable semi-annually.
The Company had or will have, as applicable, the option to redeem all or any portion of the 2029 Notes, at once or over time, at any time on or after March 15, 2024, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably on an annual basis to par and accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company also had the option to redeem some or all of the 2029 Notes at any time before March 15, 2024 at a redemption price of 100% of the principal amount to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time before March 15, 2024, the Company could have redeemed up to 40% of the aggregate principal amount of the 2029 Notes at a redemption price of 104.250% of the principal amount with the proceeds from certain equity issuances, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
The Company will have the option to redeem all or any portion of the 2031 Notes, at once or over time, at any time on or after August 15, 2026, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably on an annual basis to par and accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company will also have the option to redeem some or all of the 2031 Notes at any time before August 15, 2026 at a redemption price of 100% of the principal amount to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time before August 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the 2031 Notes at a redemption price of 104.125% of the principal amount with the proceeds from certain equity issuances, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
The Notes rank pari passu in right of payment with all of the Company’s existing and future senior debt, including the Credit Agreement, and are senior in right of payment to any of the Company’s future debt that is, by its term, expressly subordinated in right of payment to the Notes. The Notes are unconditionally guaranteed by each of the Company’s restricted subsidiaries that is a borrower or guarantor under the Credit Agreement and by each of the Company’s wholly-owned restricted subsidiaries that guarantees any debt of the Company or any guarantor under any syndicated credit facility or capital markets debt in an aggregate principal amount in excess of $25.0 million.
The Indentures contain covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to incur additional debt or issue certain preferred stock; pay dividends or repurchase or redeem capital stock or make other restricted payments; declare or pay dividends or other payments; incur liens; enter into certain types of transactions with the Company’s affiliates; and consolidate or merge with or into other companies. As of June 30, 2024, we were in compliance with all financial covenants under the Notes.
8. COMMON STOCK REPURCHASE PROGRAM
During the three and six months ended June 30, 2024, we repurchased 1.2 million shares of our common stock at a cost of $175.0 million, including commissions. As of June 30, 2024, we also have recorded an accrual for the stock repurchase excise tax, which is reported in ‘Accrued expenses and other liabilities’ and ‘Treasury stock’ in our condensed consolidated balance sheet. During the three and six months ended June 30, 2023, we did not repurchase any shares of our common stock.
As of June 30, 2024, we had remaining authorization to repurchase $700.0 million of our common stock, subject to restrictions under our Indentures, Credit Agreement, and Term Loan B Credit Agreement.
9. REVENUES
Revenues by reportable operating segment and by channel were:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (in thousands) |
| Crocs Brand: | | | | | | | |
| North America: | | | | | | | |
| Wholesale | $ | 173,987 | | | $ | 181,085 | | | $ | 354,325 | | | $ | 353,140 | |
| Direct-to-consumer | 314,728 | | | 293,473 | | | 517,304 | | | 472,727 | |
Total North America (1) | 488,715 | | | 474,558 | | | 871,629 | | | 825,867 | |
| International: | | | | | | | |
| Wholesale | 261,294 | | | 226,257 | | | 542,959 | | | 464,765 | |
| Direct-to-consumer | 163,980 | | | 132,135 | | | 243,218 | | | 191,096 | |
| Total International | 425,274 | | | 358,392 | | | 786,177 | | | 655,861 | |
| Total Crocs Brand | $ | 913,989 | | | $ | 832,950 | | | $ | 1,657,806 | | | $ | 1,481,728 | |
| | | | | | | |
| Crocs Brand: | | | | | | | |
| Wholesale | $ | 435,281 | | | $ | 407,342 | | | $ | 897,284 | | | $ | 817,905 | |
| Direct-to-consumer | 478,708 | | | 425,608 | | | 760,522 | | | 663,823 | |
| Total Crocs Brand | 913,989 | | | 832,950 | | | 1,657,806 | | | 1,481,728 | |
| HEYDUDE Brand: | | | | | | | |
| Wholesale | 113,829 | | | 148,825 | | | 248,582 | | | 316,688 | |
| Direct-to-consumer | 83,684 | | | 90,592 | | | 143,747 | | | 158,117 | |
Total HEYDUDE Brand (2) | 197,513 | | | 239,417 | | | 392,329 | | | 474,805 | |
| Total consolidated revenues | $ | 1,111,502 | | | $ | 1,072,367 | | | $ | 2,050,135 | | | $ | 1,956,533 | |
(1) North America includes the United States and Canada.
(2) The vast majority of HEYDUDE Brand revenues are derived from North America.
10. INCOME TAXES
Income tax expense and effective tax rates were:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| (in thousands, except effective tax rate) |
| Income before income taxes | $ | 296,425 | | | $ | 277,242 | | | $ | 490,454 | | | $ | 469,008 | |
| Income tax expense | 67,518 | | | 64,830 | | | 109,093 | | | 107,053 | |
| Effective tax rate | 22.8 | % | | 23.4 | % | | 22.2 | % | | 22.8 | % |
During the three months ended June 30, 2024, income tax expense increased $2.7 million compared to the same period in 2023. The effective tax rate for the three months ended June 30, 2024 was 22.8% compared to an effective tax rate of 23.4% for the same period in 2023, a 0.6% decrease. This decrease in the effective tax rate was primarily driven by a shift in the mix of the Company's domestic and foreign earnings. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions. We had unrecognized tax benefits of $547.2 million and $556.5 million at June 30, 2024 and December 31, 2023, respectively, and we do not expect any significant changes in tax benefits in the next twelve months.
During the six months ended June 30, 2024, income tax expense increased $2.0 million compared to the same period in 2023. The effective tax rate for the six months ended June 30, 2024 was 22.2% compared to an effective tax rate of 22.8% for the same period in 2023, a 0.6% decrease. This decrease in the effective tax rate was primarily driven by a shift in the mix of the
Company’s domestic and foreign earnings. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.
11. EARNINGS PER SHARE
Basic and diluted earnings per common share (“EPS”) for the three and six months ended June 30, 2024 and 2023 were:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (in thousands, except per share data) |
| Numerator: | | | | | | | |
Net income | $ | 228,907 | | | $ | 212,412 | | | $ | 381,361 | | | $ | 361,955 | |
| Denominator: | | | | | | | |
Weighted average common shares outstanding - basic | 60,320 | | | 62,037 | | | 60,442 | | | 61,937 | |
Plus: Dilutive effect of stock options and unvested restricted stock units | 446 | | | 566 | | | 468 | | | 679 | |
Weighted average common shares outstanding - diluted | 60,766 | | | 62,603 | | | 60,910 | | | 62,616 | |
| | | | | | | |
Net income per common share: | | | | | | | |
| Basic | $ | 3.79 | | | $ | 3.42 | | | $ | 6.31 | | | $ | 5.84 | |
| Diluted | $ | 3.77 | | | $ | 3.39 | | | $ | 6.26 | | | $ | 5.78 | |
In the three and six months ended June 30, 2024 and 2023, an insignificant number of outstanding shares issued under share-based compensation awards were anti-dilutive and, therefore, excluded from the calculation of diluted EPS.
12. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
As of June 30, 2024, we had purchase commitments to third-party manufacturers, primarily for materials and supplies used in the manufacture of our products, for an aggregate of $234.9 million. We expect to fulfill our commitments under these agreements in the normal course of business, and as such, no liability has been recorded.
Other
We are regularly subject to, and are currently undergoing, audits by various tax authorities in the United States and several foreign jurisdictions, including customs duties, import, and other taxes for prior tax years.
During our normal course of business, we may make certain indemnities, commitments, and guarantees under which we may be required to make payments. We cannot determine a range of estimated future payments and have not recorded any liability for indemnities, commitments, and guarantees in the accompanying condensed consolidated balance sheets.
We are also subject to litigation from time to time in the ordinary course of business, including employment, intellectual property, and product liability claims. We are not party to any significant pending legal proceedings that we believe would reasonably have a material adverse impact on our business, financial results, and cash flows. For all legal claims and disputes, we have accrued estimated losses of $2.3 million within ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheet as of June 30, 2024. As we are able, we estimate reasonably possible losses or a range of reasonably possible losses. As of June 30, 2024, we estimated that reasonably possible losses associated with these legal claims and other disputes could potentially exceed amounts accrued by an insignificant amount.
13. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION
We have two reportable operating segments: the Crocs Brand and the HEYDUDE Brand. Each of the reportable operating segments derives its revenues from the sale of footwear and accessories to external customers.
Additionally, ‘Enterprise corporate’ costs include global corporate costs associated with both brands, including legal, information technology, human resources, and finance.
Each segment’s performance is evaluated based on segment results without allocating Enterprise corporate expenses. Segment profits or losses include adjustments to eliminate inter-segment sales. Reconciling items between segment income from operations and income from operations consist of unallocated enterprise corporate expenses.
We do not report asset information by segment because that information is not used to evaluate performance or allocate resources between segments.
The following tables set forth information related to reportable operating segments: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (in thousands) |
| Revenues: | | | | | | | |
Crocs Brand (1) | $ | 913,989 | | | $ | 832,950 | | | $ | 1,657,806 | | | $ | 1,481,728 | |
| HEYDUDE Brand | 197,513 | | | 239,417 | | | 392,329 | | | 474,805 | |
| Total consolidated revenues | $ | 1,111,502 | | | $ | 1,072,367 | | | $ | 2,050,135 | | | $ | 1,956,533 | |
| Income from operations: | | | | | | | |
Crocs Brand (1)(2) | $ | 355,532 | | | $ | 317,684 | | | $ | 619,657 | | | $ | 535,691 | |
HEYDUDE Brand (2) | 42,367 | | | 65,509 | | | 82,513 | | | 142,129 | |
Reconciliation of total segment income from operations to income before income taxes: | | | | | | | |
| | | | | | | |
Enterprise corporate (2) | (72,161) | | | (64,704) | | | (150,003) | | | (124,403) | |
Income from operations | 325,738 | | | 318,489 | | | 552,167 | | | 553,417 | |
| Foreign currency gains (losses), net | (1,323) | | | 551 | | | (3,596) | | | 148 | |
| Interest income | 1,126 | | | 548 | | | 1,542 | | | 719 | |
| Interest expense | (29,161) | | | (43,063) | | | (59,724) | | | (85,700) | |
| Other income, net | 45 | | | 717 | | | 65 | | | 424 | |
| Income before income taxes | $ | 296,425 | | | $ | 277,242 | | | $ | 490,454 | | | $ | 469,008 | |
| | | | | | | |
| Depreciation and amortization: | | | | | | | |
Crocs Brand (1) | $ | 8,861 | | | $ | 7,099 | | | $ | 17,397 | | | $ | 14,536 | |
| HEYDUDE Brand | 4,542 | | | 3,562 | | | 8,758 | | | 7,068 | |
| Enterprise corporate | 4,141 | | | 1,983 | | | 7,550 | | | 4,176 | |
Total consolidated depreciation and amortization | $ | 17,544 | | | $ | 12,644 | | | $ | 33,705 | | | $ | 25,780 | |
(1) Our business has continued to evolve in the period following the consummation of the HEYDUDE acquisition, as we have grown the brand and staffed and developed our leadership team at HEYDUDE. In the fourth quarter of 2023, to reflect changes in the way management evaluates performance, makes operating decisions, and allocates resources, we updated our reportable operating segments to be (i) Crocs Brand and (ii) HEYDUDE Brand. Our ‘North America,’ ‘Asia Pacific,’ and ‘EMEALA’ segments as well as revenues and expenses related to Crocs ‘Brand corporate’ have been consolidated to the ‘Crocs Brand.’ As a result of these changes, the previously reported amounts for revenues, income from operations, and depreciation and amortization for the three and six months ended June 30, 2023 have been recast to conform to current period presentation.
(2) In the first quarter of 2024, to reflect a change in the way management evaluates segment performance, makes operating decisions, and allocates resources, we made changes to segment profitability related to certain foreign currency amounts impacting cost of sales. These amounts have shifted costs or benefits that were previously presented in each of our reportable segments to ‘Enterprise corporate.’ We believe that the impact of these changes on prior periods is insignificant to each segment and thus have not recast prior periods.
