UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2014
DECKERS OUTDOOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-22446 | 95-3015862 |
(Commission File Number) | (IRS Employer Identification No.) |
250 Coromar Drive, Goleta, California | 93117 |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code (805) 967-7611
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On April 24, 2014, Deckers Outdoor Corporation (the “Company”) issued a press release announcing its financial results for the three month period ended March 31, 2014 (the “Transition Period”) and held a conference call regarding these financial results. The Company also posted supplemental financial information relating to the Transition Period on its investor website at ir.deckers.com. A copy of the press release is furnished hereto as Exhibit 99.1. A copy of the supplemental financial information relating to the Transition Period is furnished hereto as Exhibit 99.2.
The information in this Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 24, 2014, the Company announced that it has applied to list its common stock on the New York Stock Exchange (the “NYSE”) under the Company’s existing trading symbol “DECK”. The Company expects that its common stock will begin trading on the NYSE on May 5, 2014.
Also on April 24, 2014, the Company informed The NASDAQ Stock Market LLC (“NASDAQ”) that the Company intends (i) to transfer the listing of its common stock to the NYSE effective as of the open of the market on May 5, 2014, and (ii) that the Company’s common stock will cease trading on the NASDAQ Global Select Market effective as of the close of the market on May 2, 2014.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On April 24, 2014, the Company announced that Zohar Ziv will retire as Chief Operating Officer after nearly over 8 years with the Company. In order to facilitate a smooth transition, which is expected to be concluded by the end of the calendar year, Mr. Ziv will not retire until the Company has identified and named a successor. The Company has commenced a search for his successor.
Item 9.01 Exhibits.
(d) Exhibits. The following exhibits are attached to this Current Report on Form 8-K:
Exhibit No.
|
Description
| |
99.1 | Press Release, dated April 24, 2014. | |
99.2 | Supplemental financial information relating to the Transition Period |
Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Actual results may differ substantially from those expressed or implied in such forward-looking statements due to a number of factors. These forward-looking statements include statements that are predictive in nature and depend upon or refer to future events or conditions. These statements include, but are not limited to, information regarding the timing and progress of the transfer of the Company’s exchange listing from The NASDAQ Global Select Market to the NYSE and the search for a successor Chief Operating Officer. These forward-looking statements are based on management's present expectations, estimates and projections, but involve risks and uncertainty. Please see the “Risk Factors” section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC, for a discussion of the most significant risks that may impact the Company. The Company is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 24, 2014 | Deckers Outdoor Corporation |
/s/ Thomas A. George | |
Thomas A. George, Chief Financial Officer |
EXHIBIT INDEX
Exhibit No.
|
Description
| |
99.1 | Press Release, dated April 24, 2014. | |
99.2 | Supplemental financial information relating to the Transition Period |
Deckers Outdoor Corporation Reports Financial Results For The Three Month Transition Period Ended March 31, 2014
GOLETA, Calif., April 24, 2014 /PRNewswire/ -- Deckers Outdoor Corporation (NASDAQ: DECK), a global leader in designing, marketing, and distributing innovative footwear, apparel and accessories, today announced financial results for the three month transition period ended March 31, 2014. Please note the Company recently changed its fiscal year from December 31 to March 31, and, as a result, throughout this press release, we refer to the three month period ended March 31, 2014 as the transition period.
Three Month Transition Period 2014 Review
"The strength of our business early in the new calendar year underscores the power of our brand portfolio and the successful execution of our consumer centric growth strategy," commented Angel Martinez, President, Chief Executive Officer and Chair of the Board of Directors. "We believe that our diversified spring product offerings from the UGG, Teva, Sanuk and HOKA brands are resonating with a broader global audience. At the same time, we believe that our enhanced Omni-Channel capabilities are helping fuel increased demand across our wholesale and Direct-to-Consumer distribution channels. Our current momentum combined with our strong fall order book give us a heightened degree of optimism about our future prospects. We are confident we are making the right investments in our brands and operating platform to drive sustainable sales and earnings growth over the long-term."
Division Summary
UGG Brand
UGG brand net sales for the transition period increased 15.8% to $197.6 million compared to $170.6 million for the same period last year. The increase in sales was driven by sales gains across all primary channels, including an increase in global E-Commerce sales, the sales contribution from new retail store openings and an increase in same store sales, and higher domestic wholesale sales.
Teva Brand
Teva brand net sales for the transition period decreased 9.2% to $46.8 million compared to $51.6 million for the same period last year. The decrease in sales was primarily attributable to lower domestic wholesale sales.
Sanuk Brand
Sanuk brand net sales for the transition period decreased 0.8% to $30.7 million compared to $30.9 million for the same period last year. The decrease in sales was primarily attributable to lower international distributor sales, partially offset by an increase in domestic wholesale, retail and E-Commerce sales.
Other Brands
Combined net sales of the Company's other brands increased 84.3% to $19.6 million for the transition period compared to $10.6 million for the same period last year. The increase was primarily attributable to a $8.2 million increase in sales for the HOKA ONE ONEâ brand compared to the same period last year.
Retail Stores
Sales for the global retail store business, which are included in the brand sales numbers above, increased 26.1% to $80.1 million for the transition period compared to $63.6 million for the same period last year. This increase was driven by 42 new stores opened after the first quarter of 2013 and by a same store sales increase of 4.0% for the thirteen weeks ended March 30, 2014 compared to the thirteen weeks ended March 31, 2013.
E-Commerce
Sales for the global E-Commerce business, which are included in the brand sales numbers above, increased 45.0% to $38.6 million for the transition period compared to $26.6 million for the same period last year. The sales increase was driven primarily by strong domestic and international sales for the UGG brand, increased domestic sales of the Sanuk and Teva brands, plus the domestic launch of the HOKA ONE ONE brand website and the addition of new international E-Commerce websites.
Balance Sheet
At March 31, 2014, cash and cash equivalents were $245.1 million compared to $64.6 million at March 31, 2013. The Company had $6.7 million in outstanding borrowings under its credit facility at March 31, 2014 compared to $10.0 million at March 31, 2013. The increase in cash and cash equivalents and the decrease in outstanding borrowings are primarily attributable to cash provided by operations and improved inventories, partially offset by $85.4 million of cash payments for capital assets primarily related to retail expansion, the Company's new headquarters facility and the Moreno Valley distribution center.
Inventories at March 31, 2014 decreased 17.7% to $211.5 million from $257.1 million at March 31, 2013. By brand, UGG inventory decreased 25.6% to $150.0 million at March 31, 2014, Teva inventory increased 9.1% to $34.2 million at March 31, 2014, Sanuk inventory decreased 12.0% to $13.3 million at March 31, 2014, and the other brands' inventory increased 53.3% to $14.0 million at March 31, 2014.
Zohar Ziv Retirement
The Company today announced that Zohar Ziv will retire as Chief Operating Officer after over 8 years with the company. In order to facilitate a smooth transition which is expected to be concluded by the end of the year, Mr. Ziv is expected to stay until his successor is named. The Company is commencing a search for his successor.
"I want to thank Zohar for his many years of service to Deckers," commented Mr. Martinez. "His contributions to the development of our international operations, world class supply chain and infrastructure are numerous. More importantly, his influence on shaping our strong corporate culture is immeasurable. Personally, he has been a tremendous friend and trusted advisor since he joined the company eight years ago. I look forward to maintaining our close ties and continuing to benefit from his sage guidance."
Mr. Ziv said, "My time at Deckers has been the most rewarding period of my career. I am extremely proud of the terrific people I've worked with and everything we've accomplished over the past several years. I'm very confident that the company is well positioned for continued success. I look forward to watching the company continue its expansion as I pursue personal interests and spend more time with my family."
Transfer of Listing to the New York Stock Exchange
The Company is announcing that it will be transferring the listing of its common stock to the New York Stock Exchange from the NASDAQ Global Select Market. After careful consideration and deliberation, the Board of Directors of the Company determined that the proposed transfer of Deckers' common stock listing to the NYSE would be in the best interests of its stockholders, customers and partners. The Company expects that its common stock will begin trading on the NYSE on or about May 5, 2014, under its current ticker symbol, "DECK". The Company will continue to trade on NASDAQ under the symbol "DECK" until the transfer is completed.
Full Fiscal Year 2015 Outlook for the Twelve Month Period Ending March 31, 2015
First Quarter Fiscal Year 2015 Outlook for the Three Month Period Ending June 30, 2014
Conference Call Information and Prepared Chief Financial Officer (CFO) Remarks
The Company's conference call to review the results for the three month transition period ended March 31, 2014 will be broadcast live today, Thursday, April 24, 2014 at 4:30 pm Eastern Time and hosted at www.deckers.com. You can access the broadcast by clicking on the "Investors Information" tab and then clicking on the microphone icon on the right side of the screen. In combination with this press release, the Company is providing prepared remarks by its CFO, Tom George, in the investor relations section on the Company's website at www.deckers.com. These remarks are offered to provide the investment community with additional background on the Company's financial results prior to the start of the conference call.
About the Company
Deckers Outdoor Corporation 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 portfolio of brands includes UGG® Australia, Teva®, Sanuk®, TSUBO®, Ahnu®, MOZO®, and HOKA ONE ONE®. Deckers Outdoor products are sold in more than 50 countries and territories through select department and specialty stores, 120 Company-owned and operated retail stores, and select online stores, including Company-owned websites. Deckers Outdoor has a 40-year history of building niche footwear brands into lifestyle market leaders attracting millions of loyal consumers globally. For more information, please visit www.deckers.com.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that concern matters that involve risks and uncertainties that could cause actual results to differ materially from those anticipated or projected in the forward-looking statements. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this press release, including statements regarding our future financial performance and business strategies, are forward-looking statements. We have attempted to identify forward-looking statements by using words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "project," "plan", "predict", "should," "will," and similar expressions, or the negative of these expressions, as they relate to us, our management and our industry, to identify forward-looking statements. We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. As a result, actual results may differ materially from the results stated in or implied by our forward-looking statements. Some of the risks, uncertainties and assumptions that may cause actual results to differ from these forward-looking statements include, but are not limited to: changes in economic or market conditions; the financial success of our customers and the risk of losing one or more of our key customers; our ability to adequately protect our intellectual property rights and deter counterfeiting; the sensitivity of our sales to seasonality and the effect of weather conditions; the quality and price of raw materials, most notably sheepskin; our ability to realize returns on our new and existing retail stores; our ability to accurately forecast consumer demand; our ability to anticipate fashion trends; our ability to successfully implement our growth strategies, including enhancing the position of our brands and expanding our distribution channels; the impairment of our goodwill and other intangible assets; our dependence on independent manufacturers located outside of the U.S., and the challenge of maintaining a continuous supply of quality finished goods; risks of conducting business outside the U.S., including foreign currency and global liquidity risks; our ability to protect sensitive customer and company information and prevent the failure or interruption of key business processes; our ability to attract and retain key personnel; the loss of our warehouses; the international markets in which we sell our products are subject to a variety of laws and political and economic risks; risks related to international trade, import regulations and security procedures, liquidity and market risks for our cash and cash equivalents; risks associated with our revolving credit facility, including negative covenants that may restrict our ability to take certain actions; tax laws applicable to our business are very complicated and we could be subject to additional income tax liabilities; our ability to compete effectively with our competition; the effect of existing and future litigation on our business; the risks associated with the storage and transmission of sensitive customer or company information; and the volatility of the price of our common stock. Certain of these risks and uncertainties are more fully described in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which we filed with the Securities and Exchange Commission, or the SEC, on March 3, 2014, as well as in our other filings with the SEC. In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business.
You are cautioned not to place undue reliance on forward-looking statements contained in this press release, which speak only as of the date of this press release. You should read this press release with the understanding that our future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements and we expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law or the rules of the NASDAQ Stock Market or the New York Stock Exchange, as applicable.
(Tables to follow)
DECKERS OUTDOOR CORPORATION | ||||||||
AND SUBSIDIARIES | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
(Unaudited) | ||||||||
(Amounts in thousands) | ||||||||
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| March 31, |
| December 31, |
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| Assets |
| 2014 |
| 2013 |
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Current assets: |
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| Cash and cash equivalents | $ | 245,088 |
| 237,125 | ||
|
| Trade accounts receivable, net |
| 106,199 |
| 184,013 | ||
|
| Inventories |
| 211,519 |
| 260,791 | ||
|
| Prepaid expenses |
| 12,067 |
| 14,980 | ||
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| Other current assets |
| 27,118 |
| 112,514 | ||
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| Deferred tax assets |
| 21,871 |
| 19,881 | ||
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| Total current assets |
| 623,862 |
| 829,304 | |
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Property and equipment, net |
| 184,570 |
| 174,066 | ||||
Goodwill |
| 127,934 |
| 128,725 | ||||
Other intangible assets, net |
| 91,411 |
| 93,278 | ||||
Deferred tax assets |
| 17,062 |
| 15,751 | ||||
Other assets |
| 19,365 |
| 18,605 | ||||
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| Total assets | $ | 1,064,204 |
| 1,259,729 | |
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| Liabilities and Stockholders' Equity |
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Current liabilities: |
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| Short-term borrowings | $ | 6,702 |
| 9,728 | ||
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| Trade accounts payable |
| 76,139 |
| 151,037 | ||
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| Accrued payroll |
| 22,927 |
| 35,725 | ||
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| Other accrued expenses |
| 11,624 |
| 45,301 | ||
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| Income taxes payable |
| 2,908 |
| 49,453 | ||
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| Value added tax (VAT) payable |
| 1,915 |
| 29,274 | ||
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| Total current liabilities |
| 122,215 |
| 320,518 | |
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Long-term liabilities |
| 53,140 |
| 51,092 | ||||
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Stockholders' equity: |
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| Deckers Outdoor Corporation stockholders' equity: |
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| Common stock |
| 346 |
| 346 | ||
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| Additional paid-in capital |
| 146,731 |
| 143,916 | ||
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| Retained earnings |
| 743,815 |
| 746,500 | ||
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| Accumulated other comprehensive loss |
| (2,043) |
| (2,643) | ||
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| Total stockholders' equity |
| 888,849 |
| 888,119 | |
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| Total liabilities and equity | $ | 1,064,204 |
| 1,259,729 | |
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DECKERS OUTDOOR CORPORATION | |||||||
AND SUBSIDIARIES | |||||||
Condensed Consolidated Statements of Comprehensive (Loss) Income | |||||||
(Unaudited) | |||||||
(Amounts in thousands, except for per share data) | |||||||
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| Three-month period ended | |||||
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| March 31, | |||||
| 2014 |
| 2013 | ||||
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Net sales | $ | 294,716 |
| 263,760 | |||
Cost of sales |
| 150,456 |
| 140,201 | |||
| Gross profit |
| 144,260 |
| 123,559 | ||
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Selling, general and administrative expenses |
| 144,668 |
| 120,907 | |||
| (Loss) income from operations |
| (408) |
| 2,652 | ||
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Other expense, net |
| 334 |
| 142 | |||
| (Loss) income before income taxes |
| (742) |
| 2,510 | ||
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Income tax expense |
| 1,943 |
| 1,503 | |||
| Net (loss) income |
| (2,685) |
| 1,007 | ||
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Other comprehensive income (loss), net of tax |
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| Unrealized (loss) gain on foreign currency hedging |
| (273) |
| 1,530 | ||
| Foreign currency translation adjustment |
| 873 |
| (674) | ||
| Total other comprehensive income |
| 600 |
| 856 | ||
| Comprehensive (loss) income | $ | (2,085) |
| 1,863 | ||
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Net (loss) income per share: |
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| Basic | $ | (0.08) |
| 0.03 | ||
| Diluted | $ | (0.08) |
| 0.03 | ||
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Weighted-average common shares outstanding: |
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| Basic |
| 34,621 |
| 34,404 | ||
| Diluted |
| 34,621 |
| 34,788 | ||
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CONTACT: Linda Pazin, VP, Investor Relations & Communications, (805) 967-7611, or Investor Relations: Brendon Frey, ICR, (203) 682-8200
Deckers Outdoor Corporation
Supplemental Information Relating to the Three Month Transition Period Quarter Ended March 31, 2014
The Company has changed its fiscal year end to March 31 from December 31. This supplemental information relates to the three month transition period ended March 31, 2014.
Net Sales
Net sales for the transition period increased 11.7% to $294.7 million from $263.8 million for the same period last year. Domestic sales increased 8.5% to $198.3 million and international sales increased 18.9% to $96.4 million.
UGGâ brand net sales for the transition period increased 15.8% to $197.6 million compared to $170.6 million for the same period last year. The increase in sales was driven by sales gains across all primary channels, including an increase in global E-Commerce sales, the sales contribution from new retail store openings and an increase in same store sales, and higher domestic wholesale sales.
Tevaâ brand net sales for the transition period decreased 9.2% to $46.8 million compared to $51.6 million for the same period last year. The decrease in sales was primarily attributable to lower domestic wholesale sales.
Sanukâ brand net sales for the transition period decreased 0.8% to $30.7 million compared to $30.9 million for the same period last year. The decrease in sales was primarily attributable to lower international distributor sales, partially offset by an increase in domestic wholesale, retail and E-Commerce sales.
Combined net sales of the Company’s other brands increased 84.3% to $19.6 million for the transition period compared to $10.6 million for the same period last year. The increase was primarily attributable to a $8.2 million increase in sales for the HOKA ONE ONE® brand compared to the same period last year.
Total wholesale and distributor sales for the transition period increased 1.4% to $176.0 million. Domestic wholesale increased
2.2%, European wholesale and distributor sales increased 9.2%, and Asia-Pacific wholesale and distributor sales decreased 22.5%.
Global Direct-to-Consumer revenue increased 31.6% to $118.7 million with a Direct-to-Consumer comparable sales increase of 16.9%. E-Commerce sales increased 45.0% to $38.6 million. Retail sales increased 26.1% to $80.1 million driven by 42 new stores and same store sales increase of 4.0%. For all stores open at least 12 months as of March 30, 2014, the average sales per square foot was approximately $1,300 versus $1,500 for the same period in 2013.
Gross Margin
Gross margin for the transition period was 48.9% compared to 46.8% in the same period last year. The 210 basis point increase was primarily attributable to a decrease in product costs due to lower sheepskin prices, further integration of UGGpure, and a greater contribution coming from our Direct-to-Consumer division this year compared with last year.
SG&A
Total SG&A expense for the transition period was $144.7 million or 49.1% of net sales compared to $120.9 million or 45.8% of net sales a year ago. The 330 basis point increase in SG&A as a percentage of net sales was primarily attributable to additional retail and E-Commerce related expenses, partially offset by an increase in net sales.
Operating Loss
Operating loss for transition period was $(0.4) million or (0.1)% of net sales compared to operating income of $2.7 million or 1.0% of net sales last year. The change in operating margin was driven by the aforementioned increase in SG&A expenses related to the expansion of our Direct-to-Consumer operations.
Taxes
Deckers recorded income tax expense of $1.9 million in the transition period compared to income tax expense of $1.5 million a year ago. The Company recorded a tax expense despite an operating loss due primarily to accounting rules that apply to the transition period.
Net Earnings (Loss)
Net loss for the transition period was $(2.7) million or $(0.08) per diluted share, compared to net income of $1.0 million or $0.03 per diluted share a year ago.
Balance Sheet
As of March 31, 2014, inventory decreased 17.7% to $211.5 million from $257.1 million at March 31, 2013. Compared to March 31, 2013, UGG brand inventory decreased 25.6% to $150.0 million, Sanuk brand inventory decreased 12.0% to $13.3 million, Teva brand inventory increased 9.1% to $34.2 million, and our other brands’ inventory increased 53.3% to $14.0 million.
At March 31, 2014, cash and cash equivalents increased $180.5 million or 279.4% to $245.1 million compared to $64.6 million at March 31, 2013. The Company had $6.7 million in outstanding borrowings under its credit facility at March 31, 2014, compared to $10.0 million at March 31, 2013.
Capital Expenditures and Store Counts
For the transition period, the Company spent approximately $17.7 million on capital expenditures, most of which was for the Company’s new corporate headquarters facility and the Moreno Valley distribution center. The UGG brand also opened three retail store locations, bringing the total Company store count to 120 stores. A breakdown of the store count by region as of March 31, 2014 is included below:
Location | Concept | Outlet | Total | |||||||||
US | 23 | 18 | 41 | |||||||||
China | 31 | 6 | 37 | |||||||||
Japan | 15 | 5 | 20 | |||||||||
EMEA | 11 | 6 | 17 | |||||||||
Canada | 2 | 1 | 3 | |||||||||
Hong Kong | 2 | 0 | 2 | |||||||||
Total | 84 | 36 | 120 |