A Dark Vector Cognition product

Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(dollar and share data amounts in thousands, except par value)

December 31, 2023March 31, 2023
ASSETS(AUDITED)
Cash and cash equivalents$1,650,802$981,795
Trade accounts receivable, net of allowances ($49,835 and $32,504 as of December 31, 2023, and March 31, 2023, respectively)331,677301,511
Inventories538,963532,852
Prepaid expenses36,13833,788
Other current assets75,90555,523
Income tax receivable15,3694,784
Total current assets2,648,8541,910,253
Property and equipment, net of accumulated depreciation ($348,875 and $317,508 as of December 31, 2023, and March 31, 2023, respectively) (Note 11)300,815266,679
Operating lease assets232,179213,302
Goodwill13,99013,990
Other intangible assets, net of accumulated amortization ($82,866 and $81,033 as of December 31, 2023, and March 31, 2023, respectively)35,79837,457
Deferred tax assets, net68,95072,592
Other assets46,87341,930
Total assets$3,347,459$2,556,203
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable$507,161$265,605
Accrued payroll86,37863,781
Operating lease liabilities51,12450,765
Other accrued expenses160,57086,753
Income tax payable109,35017,322
Value added tax payable12,85913,154
Total current liabilities927,442497,380
Long-term operating lease liabilities222,867195,723
Income tax liability52,58562,032
Other long-term liabilities40,37535,335
Total long-term liabilities315,827293,090
Commitments and contingencies (Note 5)
Stockholders’ equity
Common stock (par value $0.01 per share; 125,000 shares authorized; shares issued and outstanding of 25,650 and 26,176 as of December 31, 2023, and March 31, 2023, respectively)256262
Additional paid-in capital255,994232,932
Retained earnings1,890,3141,571,574
Accumulated other comprehensive loss (Note 8)(42,374)(39,035)
Total stockholders’ equity2,104,1901,765,733
Total liabilities and stockholders’ equity$3,347,459$2,556,203

See accompanying notes to the condensed consolidated financial statements.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(dollar and share data amounts in thousands, except per share data)

Three Months Ended December 31,Nine Months Ended December 31,
2023202220232022
Net sales (Note 2, Note 10, and Note 11)$1,560,307$1,345,640$3,328,005$2,835,715
Cost of sales643,738633,1111,481,9931,406,513
Gross profit916,569712,5291,846,0121,429,202
Selling, general, and administrative expenses428,670349,8691,062,760882,370
Income from operations (Note 10)487,899362,660783,252546,832
Interest income(11,895)(3,571)(33,271)(6,669)
Interest expense9111,1552,9273,245
Other income, net(170)(228)(1,138)(968)
Total other income, net(11,154)(2,644)(31,482)(4,392)
Income before income taxes499,053365,304814,734551,224
Income tax expense (Note 4)109,13486,642182,716126,189
Net income389,919278,662632,018425,035
Other comprehensive income (loss), net of tax
Unrealized (loss) gain on cash flow hedges(3,645)(2,083)110(237)
Foreign currency translation gain (loss)10,72214,169(3,449)(15,084)
Total other comprehensive income (loss), net of tax7,07712,086(3,339)(15,321)
Comprehensive income$396,996$290,748$628,679$409,714
Net income per share
Basic$15.19$10.55$24.35$16.00
Diluted$15.11$10.48$24.20$15.90
Weighted-average common shares outstanding (Note 9)
Basic25,66426,41825,95326,570
Diluted25,81126,58626,11426,740

See accompanying notes to the condensed consolidated financial statements.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(amounts in thousands)

Nine Months Ended December 31, 2023
Additional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders’ Equity
Common Stock
SharesAmount
Balance, March 31, 202326,176$262$232,932$1,571,574$(39,035)$1,765,733
Stock-based compensation1—6,877——6,877
Shares issued upon vesting3—————
Exercise of stock options8—548——548
Shares withheld for taxes——(698)——(698)
Repurchases of common stock (Note 8)(52)(1)—(25,468)—(25,469)
Excise taxes related to repurchases of common stock———(123)—(123)
Net income———63,552—63,552
Total other comprehensive loss————(8,299)(8,299)
Balance, June 30, 202326,136261239,6591,609,535(47,334)1,802,121
Stock-based compensation1—9,802——9,802
Shares issued upon vesting24—1,165——1,165
Exercise of stock options8—533——533
Shares withheld for taxes——(7,759)——(7,759)
Repurchases of common stock (Note 8)(347)(3)—(185,466)—(185,469)
Excise taxes related to repurchases of common stock———(1,693)—(1,693)
Net income———178,547—178,547
Total other comprehensive loss————(2,117)(2,117)
Balance, September 30, 202325,822258243,4001,600,923(49,451)1,795,130
Stock-based compensation——11,846——11,846
Shares issued upon vesting2—————
Exercise of stock options22—1,444——1,444
Shares withheld for taxes——(696)——(696)
Repurchases of common stock (Note 8)(196)(2)—(99,695)—(99,697)
Excise taxes related to repurchases of common stock———(833)—(833)
Net income———389,919—389,919
Total other comprehensive income————7,0777,077
Balance, December 31, 202325,650$256$255,994$1,890,314$(42,374)$2,104,190

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(amounts in thousands)

(continued)

Nine Months Ended December 31, 2022
Additional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders’ Equity
Common Stock
SharesAmount
Balance, March 31, 202226,982$270$210,825$1,352,685$(24,955)$1,538,825
Stock-based compensation1—3,735——3,735
Shares withheld for taxes——(43)——(43)
Repurchases of common stock (Note 8)(384)(4)—(99,989)—(99,993)
Net income———44,849—44,849
Total other comprehensive loss————(14,966)(14,966)
Balance, June 30, 202226,599266214,5171,297,545(39,921)1,472,407
Stock-based compensation1—6,779——6,779
Shares issued upon vesting27—1,046——1,046
Exercise of stock options27—1,830——1,830
Shares withheld for taxes——(5,059)——(5,059)
Repurchases of common stock (Note 8)(173)(1)—(50,246)—(50,247)
Net income———101,524—101,524
Total other comprehensive loss————(12,441)(12,441)
Balance, September 30, 202226,481265219,1131,348,823(52,362)1,515,839
Stock-based compensation1—7,479——7,479
Shares issued upon vesting2—————
Exercise of stock options1—40——40
Shares withheld for taxes——(312)——(312)
Repurchases of common stock (Note 8)(127)(1)—(44,621)—(44,622)
Net income———278,662—278,662
Total other comprehensive income————12,08612,086
Balance, December 31, 202226,358$264$226,320$1,582,864$(40,276)$1,769,172

See accompanying notes to the condensed consolidated financial statements.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)

Nine Months Ended December 31,
20232022
OPERATING ACTIVITIES
Net income$632,018$425,035
Reconciliation of net income to net cash provided by (used in) operating activities:
Depreciation, amortization, and accretion40,90135,089
Amortization on cloud computing arrangements1,6511,572
Loss on extinguishment of debt—226
Bad debt expense2,2123,692
Deferred tax expense (benefit)2,850(343)
Stock-based compensation28,68718,130
Loss on disposal of long-lived assets23518
Impairment of operating lease and other long-lived assets1,1292,085
Changes in operating assets and liabilities:
Trade accounts receivable, net(32,379)(27,345)
Inventories(6,111)(216,569)
Prepaid expenses and other current assets(22,498)(47,782)
Income tax receivable(10,585)13,712
Net operating lease assets and lease liabilities8,188(6,339)
Other assets(6,595)14,641
Trade accounts payable242,496161,512
Other accrued expenses92,04242,681
Income tax payable92,02863,936
Other long-term liabilities(4,411)(6,068)
Net cash provided by operating activities1,061,858477,883
INVESTING ACTIVITIES
Purchases of property and equipment(74,078)(56,059)
Proceeds from sales of property and equipment346
Net cash used in investing activities(74,044)(56,053)
FINANCING ACTIVITIES
Loan origination costs on revolving credit facilities—(1,537)
Proceeds from issuance of stock1,1651,046
Proceeds from exercise of stock options2,5251,870
Repurchases of common stock(310,635)(194,862)
Cash paid for shares withheld for taxes(9,153)(5,414)
Net cash used in financing activities(316,098)(198,897)
Effect of foreign currency exchange rates on cash and cash equivalents(2,709)(8,617)
Net change in cash and cash equivalents669,007214,316
Cash and cash equivalents at beginning of period981,795843,527
Cash and cash equivalents at end of period$1,650,802$1,057,843

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)

(continued)

Nine Months Ended December 31,
20232022
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid during the period
Income taxes, net of refunds of $237 and $1,286, as of December 31, 2023, and 2022, respectively$108,202$59,418
Interest1,3581,415
Operating leases49,28345,244
Non-cash investing activities
Changes in accounts payable and accrued expenses for purchases of property and equipment(10,162)(2,696)
Accrued for asset retirement obligation assets related to leasehold improvements1,0941,051
Leasehold improvements acquired through tenant allowances8,127—
Non-cash financing activities
Accrued excise taxes related to repurchases of common stock2,649—

See accompanying notes to the condensed consolidated financial statements.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

Note 1. General

The Company. Deckers Outdoor Corporation and its wholly owned subsidiaries (collectively, the Company) is a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high-performance activities. The Company’s proprietary brands include the UGG, HOKA, Teva, Sanuk, and Koolaburra brands.

The Company sells its products through quality domestic and international retailers, international distributors, and directly to its global consumers through its DTC business, which is comprised of its e-commerce websites and retail stores. Independent third-party contractors manufacture all of the Company’s products.

A significant part of the UGG brand’s business has historically been seasonal, requiring the Company to build inventory levels during certain quarters in its fiscal year to support higher selling seasons, which has contributed to variation in its results from quarter to quarter. However, as the Company continues to take steps to diversify and expand its product offerings by creating more year-round styles, and as net sales of the HOKA brand, which generally occur more evenly throughout the year, continue to increase as a percentage of the Company’s aggregate net sales, the Company has seen, and expects to continue to see, the impact from seasonality decrease over time.

Basis of Presentation. The unaudited condensed consolidated financial statements and accompanying notes thereto (referred to herein as condensed consolidated financial statements) as of December 31, 2023, and for the three and nine months ended December 31, 2023 (the current period), and 2022 (the prior period) are prepared in accordance with generally accepted accounting principles in the US (US GAAP) for interim financial information pursuant to Rule 10-01 of Regulation S-X issued by the SEC. Accordingly, the condensed consolidated financial statements do not include all the information and disclosures required by US GAAP for annual financial statements and accompanying notes thereto. The condensed consolidated balance sheet as of March 31, 2023, is derived from the Company’s audited consolidated financial statements. In the opinion of management, the condensed consolidated financial statements include all normal and recurring entries necessary to fairly present the results of the interim periods presented but are not necessarily indicative of actual results to be achieved for full fiscal years or other interim periods. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (prior fiscal year), which was filed with the SEC on May 26, 2023 (2023 Annual Report).

Consolidation. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates. The preparation of the Company’s condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the amounts reported. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. In addition, the Company has considered the potential impact of macroeconomic factors, including inflation, foreign currency exchange rate volatility, changes in interest rates, changes in commodity pricing, changes in discretionary spending and recessionary concerns, on its business and operations. Although the full impact of these factors is unknown and cannot be reasonably estimated, the Company believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of the reporting date. However, actual results could differ materially from these estimates and assumptions, which may result in material effects on the Company’s financial condition, results of operations, and liquidity. To the extent there are differences between these estimates and actual results, the Company’s condensed consolidated financial statements may be materially affected.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

Significant areas requiring the use of management estimates and assumptions relate to inventory write-downs; trade accounts receivable allowances, including variable consideration for net sales provided to customers, such as the sales return asset and liability; contract assets and liabilities; stock-based compensation; impairment assessments, including goodwill, other intangible assets, and long-lived assets; depreciation and amortization; income tax receivables and liabilities; uncertain tax positions; the fair value of financial instruments; the reasonably certain lease term; lease classification; and the Company’s incremental borrowing rate (IBR) utilized to measure its operating lease assets and lease liabilities.

Foreign Currency Translation. The Company considers the US dollar as its functional currency. The Company’s wholly owned foreign subsidiaries have various assets and liabilities, primarily cash, receivables, and payables, which are denominated in currencies other than its functional currency. The Company remeasures these monetary assets and liabilities using the exchange rate at the end of the reporting period, which results in gains and losses that are recorded in selling, general, and administrative (SG&A) expenses in the condensed consolidated statements of comprehensive income as incurred. In addition, the Company translates assets and liabilities of subsidiaries with reporting currencies other than US dollars into US dollars using the exchange rates at the end of the reporting period, which results in financial statement translation gains and losses recorded in other comprehensive income or loss (OCI) in the condensed consolidated statements of comprehensive income.

Reportable Operating Segments. The Company’s six reportable operating segments include the worldwide wholesale operations of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other brands (primarily consisting of the Koolaburra brand), as well as DTC (collectively, the Company’s reportable operating segments). Refer to Note 10, “Reportable Operating Segments,” for further information on the Company’s reportable operating segments.

During October 2023, the Company announced that it intends to divest the Sanuk brand as it focuses on allocating resources that best align with its long-term objectives.

Recent Accounting Pronouncements. The Financial Accounting Standards Board has issued Accounting Standards Updates (ASU) that have been adopted and not yet adopted by the Company as stated below.

Recently Adopted. The following is a summary of an ASU adopted by the Company and its impact:

StandardDescriptionImpact Upon Adoption
ASU 2022-04 - Supplier Finance Program (SFP)The ASU requires that a buyer in a SFP disclose qualitative and quantitative information about its program on an interim basis, including the nature of the SFP and key terms, outstanding amounts as of the end the reporting period, and presentation in its financial statements. The interim portion of this ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The annual requirement that requires a buyer in a SFP disclose an activity roll forward of outstanding balances as of the end of the reporting period has not yet been adopted. This annual portion of this ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023. Early adoption is not permitted.The Company retrospectively adopted this ASU beginning on April 1, 2023, except for the roll forward requirements. Refer to Note 12, “Supplier Finance Program,” for further information on the Company’s SFP key terms and outstanding balances recorded in the condensed consolidated balance sheets. Management is currently evaluating the impact of this ASU on its annual consolidated financial statements. The Company plans to adopt the annual roll forward requirement beginning with its fiscal year ending March 31, 2025.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

Not Yet Adopted. The following is a summary of each ASU that has been issued and is applicable to the Company, but which has not yet been adopted, as well as the planned period of adoption, and the expected impact on the Company upon its adoption:

StandardDescriptionPlanned Periods of AdoptionExpected Impact on Adoption
ASU 2023-07 - Improvements to Reportable Segment DisclosuresThe ASU requires annual and interim disclosures of significant segment expenses, including an amount and composition description for other segment items, and how reported measures of profit or loss are used by the chief operating decision maker (CODM) in assessing segment performance and deciding how to allocate resources. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.Q4 fiscal year (FY) 2025 and Q1 FY 2026The Company is currently evaluating the impact of the adoption of this ASU on its annual and interim consolidated financial statements.
ASU 2023-09 - Improvements to Income Tax DisclosuresThe ASU requires annual disclosures of prescribed standard categories for the components of the effective tax rate reconciliation, disclosure of income taxes paid disaggregated by jurisdiction, and other income-tax related disclosures. The ASU is effective on a prospective basis, with retrospective application permitted, for fiscal years beginning after December 15, 2024. Early adoption is permitted.Q4 FY 2026The Company is currently evaluating the impact of the adoption of this ASU on its annual and interim consolidated financial statements.

Note 2. Revenue Recognition

Disaggregated Revenue. Refer to Note 10, “Reportable Operating Segments,” for further information on the Company’s disaggregation of revenue by reportable operating segment.

Sales Return Asset and Liability. Sales returns are a refund asset for the right to recover the inventory and a refund liability for the stand-ready right of return. The refund asset for the right to recover the inventory is recorded in other current assets and the related refund liability is recorded in other accrued expenses in the condensed consolidated balance sheets.

The following tables summarize changes in the estimated sales returns for the periods presented:

Recovery AssetRefund Liability
Balance, March 31, 2023$15,685$(45,322)
Net additions to sales return liability*52,700(221,702)
Actual returns(43,081)180,736
Balance, December 31, 2023$25,304$(86,288)
Recovery AssetRefund Liability
Balance, March 31, 2022$11,491$(39,867)
Net additions to sales return liability*55,080(182,914)
Actual returns(41,202)146,695
Balance, December 31, 2022$25,369$(76,086)

***Net additions to the sales return liability include a provision for anticipated sales returns, which consists of both contractual return rights and discretionary authorized returns.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

Contract Liabilities. Contract liabilities are recorded in other accrued expenses in the condensed consolidated balance sheets and include loyalty programs and other deferred revenue.

Loyalty Programs. Activity related to loyalty programs was as follows:

Nine Months Ended December 31,
20232022
Beginning balance$(13,144)$(10,883)
Redemptions and expirations for loyalty certificates and points recognized in net sales35,51832,096
Deferred revenue for loyalty points and certificates issued(45,002)(41,354)
Ending balance$(22,628)$(20,141)

Deferred Revenue. Activity related to deferred revenue was as follows:

Nine Months Ended December 31,
20232022
Beginning balance$(13,448)$(15,804)
Additions of customer cash payments(53,615)(41,782)
Revenue recognized45,73946,138
Ending balance$(21,324)$(11,448)

Refer to Note 2, “Revenue Recognition,” in the Company’s consolidated financial statements in Part IV of the 2023 Annual Report for further information on the Company’s variable consideration accounting policies, including sales return asset and liability, as well as contract liabilities.

Note 3. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Refer to Note 4, “Fair Value Measurements,” in the Company’s consolidated financial statements in Part IV of the 2023 Annual Report for further information on the Company’s fair value accounting policies.

Assets and liabilities that are measured on a recurring basis at fair value in the condensed consolidated balance sheets are as follows:

As ofMeasured Using
December 31, 2023Level 1Level 2Level 3
Money-market funds (1)$1,276,423$1,276,423$—$—
Non-qualified deferred compensation asset (2)10,85310,853——
Non-qualified deferred compensation liability (2)(15,066)(15,066)——
Designated Derivative Contracts asset (3)233—233—
Designated Derivative Contracts liability (3)(86)—(86)—
As ofMeasured Using
March 31, 2023Level 1Level 2Level 3
Money-market funds (1)$675,468$675,468$—$—
Non-qualified deferred compensation asset (2)8,3998,399——
Non-qualified deferred compensation liability (2)(11,326)(11,326)——

(1) Money-market funds are recorded in cash and cash equivalents in the condensed consolidated balance sheets.

(2) As of December 31, 2023, the non-qualified deferred compensation asset of $10,853 is recorded in other assets in the condensed consolidated balance sheets, and of the $15,066 non-qualified deferred compensation liability, $408 is recorded in other accrued expenses and $14,658 is recorded in other long-term liabilities in the condensed consolidated balance sheets. As of March 31, 2023, the non-qualified deferred compensation asset of $8,399 is recorded in other assets in the condensed consolidated balance sheets, and of the $11,326 non-qualified deferred compensation liability, $737 is recorded in other accrued expenses and $10,589 is recorded in other long-term liabilities in the condensed consolidated balance sheets.

(3) The fair value of Designated Derivative Contracts is determined using quoted forward spot rates at the end of the applicable reporting period from counterparties, which are corroborated by market-based pricing (Level 2), with related assets and liabilities recorded in other current assets and other accrued expenses, respectively, in the condensed consolidated balance sheets. Refer to Note 7, “Derivative Instruments,” for further information, including the definition of the term Designated Derivative Contracts.

Note 4. Income Taxes

Income tax expense and the effective income tax rate were as follows:

Three Months Ended December 31,Nine Months Ended December 31,
2023202220232022
Income tax expense$109,134$86,642$182,716$126,189
Effective income tax rate21.9%23.7%22.4%22.9%

The tax provisions during the three and nine months ended December 31, 2023, and 2022 were computed using the estimated effective income tax rate applicable to each of the domestic and foreign taxable jurisdictions for the fiscal years ending March 31, 2024 (current fiscal year), and March 31, 2023, respectively, and were adjusted for discrete items that occurred within the periods presented above.

During the three months ended December 31, 2023, the net decrease in the effective income tax rate, compared to the prior period, was primarily due to higher net discrete tax benefits relating to increased return to provision benefits and decreased uncertain tax positions, as well as changes in jurisdictional mix of worldwide income before income taxes.

During the nine months ended December 31, 2023, the net decrease in the effective income tax rate, compared to the prior period, was primarily driven by higher net discrete tax benefits relating to increased return to provision benefits and decreased uncertain tax positions.

Note 5. Commitments and Contingencies

There were no material changes outside the ordinary course of business during the nine months ended December 31, 2023, to the purchase obligations disclosed in the 2023 Annual Report. Refer to Note 7, “Commitments and Contingencies,” in the Company’s consolidated financial statements in Part IV of the 2023 Annual Report for further information on the Company’s contractual obligations and commitments.

Leases. The Company primarily leases retail stores, showrooms, offices, and distribution facilities under operating lease contracts. Some of the Company’s operating leases contain extension options between one to 15 years. Historically, the Company has not entered into finance leases and its lease agreements generally do not contain residual value guarantees, options to purchase underlying assets, or material restrictive covenants.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

Supplemental information for amounts presented in the condensed consolidated statements of cash flows related to operating leases, were as follows:

Three Months Ended December 31,Nine Months Ended December 31,
2023202220232022
Non-cash operating activities
Operating lease assets obtained in exchange for lease liabilities*$32,929$12,849$67,668$26,058
Reductions to operating lease assets for reductions to lease liabilities*(79)(1,241)(7,750)(1,649)

*Amounts disclosed include non-cash additions or reductions resulting from lease remeasurements.

Litigation. From time to time, the Company is involved in various legal proceedings, disputes, and other claims arising in the ordinary course of business, including employment, intellectual property, and product liability claims. Although the results of these matters cannot be predicted with certainty, the Company believes it is not currently a party to any legal proceedings, disputes, or other claims for which a material loss is considered probable and for which the amount (or range) of loss is reasonably estimable. However, regardless of the merit of the claims raised or the outcome, these matters can have an adverse impact on the Company as a result of legal costs, diversion of management’s time and resources, and other factors.

Note 6. Stock-Based Compensation

Under the 2015 Stock Incentive Plan (2015 SIP), the Company grants various types of stock-based compensation, including time-based restricted stock units (RSUs), performance-based restricted stock units (PSUs), and long-term incentive plan PSUs (LTIP PSUs), to key personnel, including employees and directors. During the nine months ended December 31, 2023, no additional awards were granted under the 2015 SIP, with the exception of the RSU and LTIP PSU awards summarized below. Refer to Note 8, “Stock-Based Compensation,” in the Company’s consolidated financial statements in Part IV of the 2023 Annual Report for further information on previously granted awards under the 2015 SIP.

Annual Awards. The Company granted the following awards under the 2015 SIP during the periods presented, which were recorded in the condensed consolidated statements of comprehensive income:

Nine Months Ended December 31,
20232022
Shares GrantedWeighted-average grant date fair value per shareShares GrantedWeighted-average grant date fair value per share
RSUs36,674$552.7350,923$337.44

RSUs are subject to time-based vesting criteria and typically vest in equal annual installments over three years following the date of grant. Stock-based compensation is recorded net of estimated forfeitures in SG&A expenses in the condensed consolidated statements of comprehensive income. Future unrecognized stock-based compensation for annual awards, including RSUs outstanding, as of December 31, 2023, is $22,160.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

Long-Term Incentive Plan Awards. During the nine months ended December 31, 2023, the Company approved awards under the 2015 SIP for the issuance of PSUs (2024 LTIP PSUs), which were awarded to certain members of the Company’s management team, including the Company’s named executive officers and vice presidents. The 2024 LTIP PSUs are subject to vesting based on service conditions over three years. The Company must meet certain revenue and pre-tax income performance targets individually over 36-month reporting periods for the fiscal years ending March 31, 2024, 2025, and 2026 (collectively, the Measurement Periods). The 2024 LTIP PSUs incorporate a relative total stockholder return (TSR) modifier for the 36-month performance period (commencing April 1, 2023) ending March 31, 2026 (collectively, the Performance Periods). To the extent financial performance is achieved above the threshold levels for each of these performance criteria, the number of 2024 LTIP PSUs that vest will increase up to a maximum of 200% of the targeted amount for that award. No vesting of any portion of the 2024 LTIP PSUs will occur if the Company fails to achieve the pre-established minimum revenue and pre-tax income amounts for each reporting period. Following the determination of the Company’s achievement with respect to the revenue and pre-tax income criteria for the Measurement Periods, the vesting of each 2024 LTIP PSU will be subject to adjustment based on the application of the TSR modifier. The amount of the adjustment will be determined based on a comparison of the Company’s TSR relative to the TSR of a pre-determined set of peer group companies for the Performance Periods. A Monte-Carlo simulation model was used to determine the grant date fair value by simulating a range of possible future stock prices for the Company and each member of the peer group over the Performance Periods.

The Company granted awards of 20,846 2024 LTIP PSUs at the target performance level during the nine months ended December 31, 2023. The weighted-average grant date fair value per share of these 2024 LTIP PSUs was $633.91. Based on the Company’s current long-range forecast, the Company determined that the achievement of at least the minimum threshold target performance criteria was probable as of December 31, 2023. Future unrecognized stock-based compensation for the current performance attainment level of all LTIP PSUs outstanding as of December 31, 2023, including the 2024 LTIP PSUs discussed above, the 2023 LTIP PSUs, and the 2022 LTIP PSUs, is $27,204.

Note 7. Derivative Instruments

The Company enters into foreign currency forward or option contracts (derivative contracts) with maturities of 15 months or less to manage foreign currency risk and certain of these derivative contracts are designated as cash flow hedges of forecasted sales (Designated Derivative Contracts).

The after-tax unrealized gains or losses from changes in fair value of Designated Derivative Contracts are recorded as a component of accumulated other comprehensive loss (AOCL) in the condensed consolidated balance sheets and are reclassified to net sales in the condensed consolidated statements of comprehensive income in the same period or periods as the related sales are recognized. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and the accumulated gains or losses in AOCL related to the hedging relationship are immediately recorded in OCI in the condensed consolidated statements of comprehensive income. Refer to Note 1, “General,” in the Company’s consolidated financial statements in Part IV of the 2023 Annual Report for further information regarding the Company’s derivative instruments accounting policy.

As of December 31, 2023, the Company has the following Designated Derivative Contracts recorded at fair value in the condensed consolidated balance sheets:

Notional value$46,235
Fair value recorded in other current assets233
Fair value recorded in other accrued expenses(86)

As of December 31, 2023, three counterparties hold the Company’s outstanding derivative contracts, all of which are expected to mature in the next three months. As of March 31, 2023, the Company had no outstanding derivative contracts.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

The following table summarizes the effect of Designated Derivative Contracts and the related income tax effects of unrealized gains or losses recorded in the condensed consolidated statements of comprehensive income for changes in AOCL:

Three Months Ended December 31,Nine Months Ended December 31,
2023202220232022
(Loss) gain recorded in OCI$(1,318)$(1,270)$3,798$1,535
Reclassifications from AOCL into net sales(3,503)(1,479)(3,652)(1,848)
Income tax benefit (expense) in OCI1,176666(36)76
Total$(3,645)$(2,083)$110$(237)

The non-performance risk of the Company and its counterparties did not have a material impact on the fair value of its derivative contracts. As of December 31, 2023, the amount of unrealized gains on derivative contracts recorded in AOCL is expected to be reclassified into net sales within the next three months. Refer to Note 8, “Stockholders’ Equity,” for further information on the components of AOCL.

Note 8. Stockholders’ Equity

Stock Repurchase Program. The Company’s Board of Directors has approved various authorizations under the Company’s stock repurchase program to repurchase shares of its common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements, and other factors (collectively, the stock repurchase program). As of December 31, 2023, the aggregate remaining approved amount under the stock repurchase program is $1,046,000. The stock repurchase program does not obligate the Company to acquire any amount of common stock and may be suspended at any time at the Company’s discretion.

Stock repurchase activity under the Company’s stock repurchase program was as follows:

Nine Months Ended December 31,
20232022
Dollar value of shares repurchased (1) (2)$310,635$194,862
Total number of shares repurchased (3)595,660685,075
Weighted average price per share paid$521.50$284.44

(1) The dollar value of shares repurchased excludes the cost of broker commissions, excise taxes, and other costs.

(2) May not calculate on rounded dollars.

(3) All share repurchases were made pursuant to the Company’s stock repurchase program in open-market transactions.

Accumulated Other Comprehensive Loss. The components within AOCL, net of tax, recorded in the condensed consolidated balance sheets are as follows:

December 31, 2023March 31, 2023
Unrealized gain on cash flow hedges$110$—
Cumulative foreign currency translation loss(42,484)(39,035)
Total$(42,374)$(39,035)

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

Note 9. Basic and Diluted Shares

The reconciliation of basic to diluted weighted-average common shares outstanding was as follows:

Three Months Ended December 31,Nine Months Ended December 31,
2023202220232022
Basic25,664,00026,418,00025,953,00026,570,000
Dilutive effect of equity awards147,000168,000161,000170,000
Diluted25,811,00026,586,00026,114,00026,740,000
Excluded
RSUs and PSUs1,0002,0001,00017,000
LTIP PSUs92,000105,00092,000105,000
Deferred Non-Employee Director Equity Awards—1,000—2,000
Employee Stock Purchase Plan1,0001,000——

Excluded Awards. The equity awards excluded from the calculation of the dilutive effect have been excluded due to one of the following: (1) the shares were antidilutive; (2) the necessary conditions had not been satisfied for the shares to be deemed issuable based on the Company’s performance for the relevant performance period; or (3) the Company recorded a net loss during the period presented (such that inclusion of these equity awards in the calculation would have been antidilutive). The number of shares stated for each of these excluded awards is the maximum number of shares issuable pursuant to these awards. For those awards subject to the achievement of performance criteria, the actual number of shares to be issued pursuant to such awards will be based on Company performance in future periods, net of forfeitures, and may be materially lower than the number of shares presented, which could result in a lower dilutive effect.

Note 10. Reportable Operating Segments

Information reported to the CODM, who is the Company’s Chief Executive Officer (CEO), President, and Principal Executive Officer (PEO), is organized into the Company’s six reportable operating segments and is consistent with how the CODM evaluates performance and allocates resources. The Company does not consider international operations to be a separate reportable operating segment, and the CODM reviews such operations in the aggregate with the reportable operating segments.

Segment Net Sales and Income from Operations. The Company evaluates reportable operating segment performance primarily based on net sales and income (loss) from operations. The wholesale operations of each brand are managed separately because each requires different marketing, research and development, design, sourcing, and sales strategies. The income (loss) from operations of each of the reportable operating segments includes only those costs which are specifically related to each reportable operating segment, which consist primarily of cost of sales, research and development, design, sales and marketing, depreciation, amortization, and the direct costs of employees within those reportable operating segments.

The Company does not allocate corporate overhead costs or non-operating income and expenses to reportable operating segments, which include unallocable overhead costs associated with the Company’s warehouses and DCs, certain executive and stock-based compensation, accounting, finance, legal, information technology (IT), human resources, and facilities, among others. Inter-segment sales from the Company’s wholesale reportable operating segments to the DTC reportable operating segment are at the Company’s cost, and there is no inter-segment profit on these inter-segment sales, nor are they reflected in income (loss) from operations of the wholesale reportable operating segments as these transactions are eliminated in consolidation.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

Reportable operating segment information, with a reconciliation to the condensed consolidated statements of comprehensive income, was as follows:

Three Months Ended December 31,Nine Months Ended December 31,
2023202220232022
Net sales
UGG brand wholesale$402,876$374,082$976,262$873,249
HOKA brand wholesale252,222223,872776,042678,792
Teva brand wholesale20,44925,18067,73191,662
Sanuk brand wholesale2,1403,04011,95818,826
Other brands wholesale24,47420,16955,76349,721
Direct-to-Consumer858,146699,2971,440,2491,123,465
Total$1,560,307$1,345,640$3,328,005$2,835,715
Three Months Ended December 31,Nine Months Ended December 31,
2023202220232022
Income (loss) from operations
UGG brand wholesale$153,653$114,372$336,421$257,120
HOKA brand wholesale83,65468,658252,051201,850
Teva brand wholesale2,0473,97610,63719,206
Sanuk brand wholesale(3,886)(1,048)(3,430)1,768
Other brands wholesale2,521(1,851)6,9393,517
Direct-to-Consumer401,075292,693588,792393,849
Unallocated overhead costs(151,165)(114,140)(408,158)(330,478)
Total$487,899$362,660$783,252$546,832

Segment Assets. Assets allocated to each reportable operating segment include trade accounts receivable, net, inventories, property and equipment, net, operating lease assets, goodwill, other intangible assets, net, and certain other assets that are specifically identifiable for one of the Company’s reportable operating segments. Unallocated assets are those assets not directly related to a specific reportable operating segment and generally include cash and cash equivalents, deferred tax assets, net, and various other corporate assets shared by the Company’s reportable operating segments.

Assets allocated to each reportable operating segment, with a reconciliation to the condensed consolidated balance sheets, are as follows:

December 31, 2023March 31, 2023
Assets
UGG brand wholesale$387,631$261,683
HOKA brand wholesale385,832446,450
Teva brand wholesale65,97994,735
Sanuk brand wholesale28,58241,405
Other brands wholesale22,66224,448
Direct-to-Consumer289,785219,194
Total assets from reportable operating segments1,180,4711,087,915

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

December 31, 2023March 31, 2023
Unallocated cash and cash equivalents1,650,802981,795
Unallocated deferred tax assets, net68,95072,592
Unallocated other corporate assets447,236413,901
Total$3,347,459$2,556,203

Note 11. Concentration of Business

Regions and Customers. The Company sells its products globally to customers and consumers in various countries, with net sales concentrations as follows:

Three Months Ended December 31,Nine Months Ended December 31,
2023202220232022
International net sales$511,918$438,797$1,112,048$926,648
% of net sales32.8%32.6%33.4%32.7%
Net sales in foreign currencies$415,505$329,911$856,820$631,982
% of net sales26.6%24.5%25.7%22.3%
Ten largest global customers as % of net sales22.5%24.6%25.2%27.4%

For the three and nine months ended December 31, 2023, and 2022, no single foreign country comprised 10.0% or more of the Company’s total net sales. For the three and nine months ended December 31, 2023, and 2022, no single global customer accounted for 10.0% or more of the Company’s net sales.

As of December 31, 2023, the Company has two customers that represent 29.0% of trade accounts receivable, net, compared to no customers that represent 10.0% of trade accounts receivable, net, as of March 31, 2023. Management performs regular evaluations concerning the ability of the Company’s customers to satisfy their obligations to the Company and recognizes an allowance for doubtful accounts based on these evaluations.

Cash and Cash Equivalents. The Company maintains a portion of its cash in Federal Deposit Insurance Corporation (FDIC) insured bank deposit accounts which, at times, may exceed federally insured limits. To date, the Company has not experienced any losses in such accounts. The Company does not believe, based on the size and strength of the banking institutions used, it is exposed to any significant credit risks in cash.

Suppliers. The Company’s production is concentrated at a limited number of independent manufacturing factories, primarily in Asia. Sheepskin is the principal raw material for certain UGG brand products and most of the Company’s sheepskin is purchased from two tanneries in China, which is sourced primarily from Australia and the United Kingdom (UK).

Long-Lived Assets. Long-lived assets, which consist of property and equipment, net, recorded in the condensed consolidated balance sheets, are as follows:

December 31, 2023March 31, 2023
United States$272,195$244,529
Foreign*28,62022,150
Total$300,815$266,679

*No single foreign country’s property and equipment, net, represents 10.0% or more of the Company’s total property and equipment, net, as of December 31, 2023, and March 31, 2023.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended December 31, 2023, and 2022

(dollar amounts in thousands, except share and per share data)

Note 12. Supplier Finance Program

The Company has a voluntary SFP administered through a third-party platform that provides the Company’s independent manufacturers and suppliers of inventory (inventory suppliers) the opportunity to sell their receivables due from the Company to participating financial institutions in advance of the invoice due date, at the sole discretion of both inventory suppliers and the financial institutions. The Company is not party to the agreements between these third parties and has no economic interest in an inventory suppliers’ decision to sell a receivable.

The Company’s payment obligations, including the amounts due and payment terms, which generally do not exceed 90 days, are not impacted by the inventory suppliers’ election to participate in the SFP, and the Company provides no guarantees to any third parties under the SFP. Accordingly, amounts due to inventory suppliers that elected to participate in the SFP are presented in trade accounts payable in the condensed consolidated balance sheets.

As of December 31, 2023, and March 31, 2023, the Company had $7,176 and $7,740, respectively, of balances outstanding related to the SFP recorded in trade accounts payable in the condensed consolidated balance sheets.

Note 13. Subsequent Events

On February 1, 2024, Dave Powers announced his intention to retire from his position as Chief Executive Officer and President of the Company, effective August 1, 2024. On the same date, the Company announced that Stefano Caroti will be appointed as President and Chief Executive Officer, effective August 1, 2024.

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