Orange 21’s (Spy Optic) March 31 Quarterly Results; Additional Financing Required.

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Really, not that much has changed at Orange 21 since I wrote about their annual report and management restructuring back in April. But its quarterly 10Q “…anticipates that it will need additional capital during the second quarter of 2011 and in subsequent periods to support its planned operations in 2011, and intends to raise cash through a combination of debt and/or equity financing from existing investors.” The discussions with the shareholders had already started at the date of the filing.

With revenues for the quarter of $6.7 million (down from $8.3 million in the same quarter last year) Orange is pretty small for a public company. Frankly, I have no idea why it went public. Probably, when times were better, there was a plan to use it as a base to build a larger company through acquisitions. But it’s to our benefit that it went public because they are required to tell us what’s going on.

Sales for the quarter were below expectations, falling 9% even ignoring the $900,000 decline that resulted from the sale of its factory in Italy (LEM). Gross profit fell, but gross margin rose from 45% to 51%. However, most of that increase resulted from the sale of LEM and the elimination of the lower margin product it produced for third parties.
 
Sales and marketing expenses were up 40% to $2.8million. Around half of the increase was due to the new licensed brands. General and administrative expenses, in contrast, fell by 15% due mostly to the elimination of costs associated with LEM.  There was a net loss of $1.57 million compared with a loss of $937,000 in the same quarter last year.    
 
As you may recall, Orange was a smaller, solid brand that got into some trouble due to a bit of management chaos, and the general economic and competitive environment. I’ve told the complete saga on my web site in various articles as well as the public filings allow me to. More recently, to make a long story short, they decided (correctly I think) that the Spy brand by itself didn’t have enough critical mass to support the expense structure it needed and they didn’t see it getting that mass quickly enough. So they diversified  by making deals to make and market sunglasses for O’Neil, Jimmy Buffet’s Margaritaville brand, and Mary J. Blige.
 
Those deals came with various financial requirements, including minimum royalty payments, research and development expense, marketing costs, and the need to build inventory prior to the launch. As enumerated in other articles, it was a bunch of money. The major shareholder, whose company owns nearly 50% of the stock, has already contributed $7 million to Orange and apparently, along with other shareholders, he’s being asked to put in more.
 
Three things have happened that explain the need for more capital. The first one I’m certain of; the economic recovery just hasn’t gotten the traction we all hoped it would.   The second I don’t know for certain but strongly suspect; sales of the licensed brands haven’t been as strong as was hoped. Finally, the deal to sell LEM included certain minimum purchases from LEM for 2011 and 2012. As of March 31st, the minimum purchase amount for 2011 was almost $5 million at the current exchange rate. For 2012, it’s about $2.5 million. It would be interesting to know what kinds of gross margins those purchases will generate. Certainly part of the reason you get rid of an Italian factory is that the product is expensive- especially when the Euro is fairly strong. We’ll see how long that lasts.
 
The really interesting thing to focus on in the story of Orange 21 is the dynamics of entrepreneurial companies that get into some trouble. That where the learning is for us and it seems to be more or less the same in every turnaround I’ve ever worked with or heard about.
 
It all begins, as I’ve said before, with denial and perseverance in a period of change. It starts with some unrealistic expectations (entrepreneurs are, by definition, optimists). There are frequently some clashes of egos and often an entrepreneur can’t get out of their own way as the business grows and changes. The environment that’s created can be highly charged. Employees can be intimidated and pointing out issues or suggesting that some plans are too aggressive can be viewed as negative.
 
With a bias towards believing that the sky’s the limit and a conviction they can solve any problem, it’s hard to ever get to the point where you don’t see it working out and consider cutting your loses. Suddenly, you find yourself “all in” with no obvious options but to march forward.
 
I don’t know that this describes the evolution at Orange 21. Certain events, such as the purchase of the factory, and the dispute with former CEO Mark Simo might fit the pattern but it’s hard to know. Whatever the internal dynamics, the company finds itself with a weak balance sheet supported by their major shareholder and with additional cash requirements. There’s now a new management team and we’ll have to give them some time to work. But lacking a stronger economic recovery or a takeoff in sales of the licensed brands, one wonders what the next step is.

 

 

Skullcandy’s Latest Filing for its IPO

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On June 1st, Skullcandy filed a third amendment to the registration statement for its initial public offering. Once again, I haven’t compared the documents word for word to spot every change. The addition I want to bring to your attention is the inclusion of financial statements for the quarter ended March 31, 2011. Here are the summary financial statements for the quarter directly from the filing.

 

       

Three Months Ended March 31
         ( in millions of dollars)
         

2010

2011

Net Sales
        

$21,658

$36,018

Cost of Goods Sold
      

$10,660

$17,703

Gross Profit
      

$10,998

$18,315

Selling, General and Admin. Expense
  

$7,572

$14,399

Income from Operations
    

$3,426

$3,916

Other (Income) Expense
    

$1,526

($13)

Interest Expense
      

$2,189

$1,998

Pretax Income
      

($289)

$1,913

Income Taxes
      

$512

$852

Net Income
      

($801)

$1,079

 
 

 

 

 

 

 
 
You can see the improvement from last year’s first quarter to this year’s yourself. Sales were up 66 percent. The gross profit margin stayed constant at 50.8% and instead of a loss of eight hundred thousand dollars they made a bit over a million bucks. Domestic sales rose $9.5 million, or 50.3%. They represented 78.9% of first quarter sales. $4 million of the increase was due to “…net sales to large national retailers, including Best Buy and Target…”  It’s worth noting that during the quarter, three customers accounted for 37% of sales (two were 14% each and one was 9%) and 51% of receivables. I assume Target and Best Buy are two of them.
 
They provide two March 31 balance sheets. The first is the actual one and the second a proforma balance sheet that assumes that certain convertible debt and preferred stock is converted into common stock as if the public offering had occurred on March 31st.
 
The actual balance sheet shows negative stockholders’ equity of $20.2 million. The pro forma balance sheet has a positive equity of $8.9 million due to those conversions. But this pro forma balance sheet does not include the capital that would be raised by the offering. Skullcandy really needs that capital to solidify its balance sheet and pursue its growth strategy.
 
I wrote about Skullcandy when they first filed for their IPO, which they filed the first amendment, and the second. My thoughts really haven’t changed. Let’s hope that in a couple of more weeks, we see their team on CNBC ringing the opening bell on their first day of trading.    
 

 

 

Sanuk Gets Bought, Who’s Deckers Anyway, Analysis of the Deal, Broader Industry Implications, and Related Ramblings

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Three times sales?!?! They sold a $43 million company for $120 million cash plus an earn out?!?! Not in the middle of snowboard industry lunacy in the mid 90s did a company go for three times sales. Okay, there are three possibilities. First, the team at Sanuk (here’s the website link) is a bunch of silver tongued negotiating devils. Second, the management team at Deckers went drinking with the management team at Sanuk and the Sanuk team won. I suppose that’s just a variation of the first one.

The real second possibility, then, is that the guys at Deckers are desperate to be cool and didn’t know what they are doing. As you’ll see below where I describe Deckers, that’s unlikely. Decker’s history makes that clear.

The third possibility is that Sanuk’s margins justify this kind of purchase price. As much as I would like it to be one of the other two (because that would make a much better story) I’m think that’s probably it; Sanuk’s margins are through the roof.
 
Let’s look at the buyer, the seller, and the deal in a little more detail and see why I think that and what we can learn.
 
Deckers is a billion dollars company (2010 revenues) founded in 1975. In 2010 it earned $160 million. In 2006, revenues were $304 million and net income $30 million and yes, I wish I’d bought the stock back then. It owns the Ugg, Teva, Simple, TSUBO, Ahnu and Mozo brands. In 2010, Ugg was $875 million of its revenue and Teva $100 million. Obviously, the other brands are pretty small. Probably smaller than Sanuk.
 
25% of their business is international, and that’s where they see the most growth potential. They have 27 stores worldwide, and can see that growing to 150 in five years.   Here’s how they describe their business:
 
“We strive to be a premier lifestyle marketer that builds niche brands into global market leaders by designing and marketing innovative, functional and fashion-oriented footwear developed for both high performance outdoor activities and everyday casual lifestyle use. We believe that our footwear is distinctive and appeals broadly to men, women and children. We sell our products, including accessories such as handbags and outerwear, through quality domestic and international retailers, international distributors, and directly to end-user consumers, both domestically and internationally, through our websites, call centers, retail concept stores and retail outlet stores. Our primary objective is to build our footwear lines into global lifestyle brands with market leadership positions. We seek to differentiate our brands and products by offering diverse lines that emphasize authenticity, functionality, quality and comfort and products tailored to a variety of activities, seasons and demographic groups.”
 
You can see why Deckers would be interested in Sanuk and why Sanuk might feel it was a good match.
 
Deckers is another billion dollar company with solid brands that plans to expand internationally and into retail and wants a solid entrée into the action sports/youth culture market. Well, there’s a new strategy none of us have ever heard of.
 
Sanuk is a strong, some would say unique, brand that, to use the old cliché, got a deal they couldn’t refuse. Let’s look at that deal as best we can and see why they got it.
 
What do we know?  Not much, but why let that stop me from a little financial fantasizing.  Purchase price of $120 million cash plus a five year earn out. 2010 Sanuk sales of $43 million. Deckers says the deal will add to their earnings this year. Even at that price.
 
I picked myself up off the floor after I initially saw the price and called somebody who’s familiar with our industry and has been both a strategic and a financial buyer of companies like Sanuk. Strategic buyers pay more and Deckers is definitely a strategic buyer in the case of Sanuk. What she told me is that the price discussion might start somewhere around eight to ten times EBITDA (earnings before interest, taxes, depreciation, and amortization) for this kind of deal.
 
I don’t know how to value the earn out, so let’s just work with the $120 million purchase price and assume they paid nine times EBITDA. That means that Sanuk’s EBITDA was $13.3 million.
 
I’m not going to try and get specific because, let’s face it, I’m creating this analysis with very limited information. But I’m guessing Sanuk’s depreciation and amortization is pretty low because they haven’t bought any companies and I don’t think they own a factory. With the margins Decker’s purchase price implies, they may not have had to pay much interest expense either. The biggest number below EBITDA, then, would be taxes. Pick a tax rate and remember this is California. Whatever reasonable rate you pick, you’ll see there’s a bunch of money going to the bottom line.
 
Let’s wander back to the upper part of their income statement. What do you think Sanuk spends for selling, general, and administrative expenses? I have no idea. What if we assume $10 million? That would be 23% of 2010 sales. Amortization and depreciation would be included in that. That would suggest that Sanuk’s gross margin is north of 60%. How much? You decide.
 
While we’ve been talking about 2010 numbers, it’s almost June of 2011. I’m guessing sales might be up for Sanuk this year, and that was certainly part of the discussion. Buyers don’t like to pay sellers for what might happen in the future. Hence the earn out. But significant growth in 2011 would help explain why the deal would add to Decker’s earnings this year.
 
Let’s talk strategically about some of the deals we’re seeing. The Wall Street Journal’s online Market Watch (catchy name) reported PPR CEO Pinault as saying, during his discussion of the Volcom acquisition, that “PPR didn’t make an offer for Volcom’s larger rival Quiksilver Inc. because Quiksilver has ‘reached a level of maturity.’” I agree with him and have raised the issue myself of where Quik’s growth could come from.
 
There’s kind of a perfect storm forming. Sellers remember that during the financial crisis and associated recession there were just no buyers out there unless you wanted to give your company away. They are also sitting there and wondering just how strong the economic recovery is and will be in the future. And they recognize that as the action sports business evolves into the youth culture business or maybe just the fashion business that they need some help breaking through in a number of areas that a large parent can provide.
 
Buyers need to reach the demographic our industry represents. Not just by age, but by culture and attitude. There’s some evidence that growing that kind of business internally is hard. Nike finally got it right, but it took them a lot of tries and a long time.
 
If you need to be in this market, and you can’t build it internally, it looks like you have to buy somebody. Should you buy somebody big? Well, there aren’t very many big ones and those that are big may have reached “a level of maturity” that makes them less attractive. Besides the intangibles you want to acquire aren’t necessarily related to the size of the acquired company. Is Volcom seven and a half times cooler than Sanuk just because it’s that many times bigger by revenue? Nah.
 
You are also making this acquisition because, as a strategic buyer, you believe that through your sourcing, back office, financing and existing distribution you can help the acquired company grow and be more efficient. A larger acquisition may not need that kind of help and the synergies you’re expecting may not exist. If there are no synergies, you probably can’t afford to be a strategic buyer and the price you’re willing to pay has to go way down.
 
You can see why more deals like this are happening in our industry. The economy is at kind of an inflection point where they make sense and market dynamics make them attractive to buyers and sellers.

 

 

Zumiez’s Quarter: Good Result, Same Concerns Everybody Else Has

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Zumiez filed its 10Q yesterday for the quarter ended April 30. It was a pretty good quarter compared to the same quarter the previous year. Sales were up almost 19% to $106 million on a comparable store sales increase of 12.6%. The number of comparable store transactions increased but dollars per transaction fell. They also opened a net of nine new stores during the quarter, including their first two in Canada. They have opened a total of 30 since the first quarter of 2010.

Private label represented 18% of revenues for fiscal 2010. They don’t provide that information by quarter. Shoes are 23% of sales. They indicated that they carry around 400 brands in total at some time during the year, and that 200 of those are “brands of size.” Don’t know how big you have to be to be one of the 200.

 Ecommerce sales represented 6.2% of those sales, or $6.56 million. For the same quarter last year, they were 3.1% of sales or $2.76 million. That’s an increase of about 151%.
 
The gross profit margin increased from 28.6% to 31.6%. About half that increase is the result of not having the costs of relocating their distribution center that they had last year. Most of the rest is from spreading their costs over that 12.6% comparable store sales increase.
 
Selling, general and administrative expenses rose from $28.8 million to $30.9 million, but fell as a percentage of sales from 32.3% to 29.2%. The decline was due to sales growing faster than those expenses, which they should. Net income went from a loss of $1.9 million in last year’s quarter to a profit of $1.88 million.
 
The balance is strong, with cash up, equity increased, and no long term debt. Inventory was more or less flat compared to a year ago. Nice to see that on rising sales. They expect to grow their inventory more slowly than sales for the rest of the year.
 
Zumiez’s biggest concerns are the two that all companies in our industry have. Those would be, first, “…fluctuations and volatility in the price of cotton, foreign labor costs and other raw materials used in the production of our merchandise.” They see a 10% to 15% increase in the price of the cotton based products in their business in the second half of this year. They point out that about half their products are not heavily cotton based.
 
The second are general economic conditions and consumer receptiveness to higher prices that may result as they selectively pass through higher costs. “Yes we have some confidence but how our competitors react and how the consumer is feeling will ultimately dictate on whether our price increases will be received at the consumer level.”
 
Some of those price increases have already started. “We’ve taken areas that we felt like we had high confidence that we could raise prices and we did raise prices and we’ve really not seen any velocity slowdown. I will say it’s not broad-based price increases and they’re strategic and they’re areas that, again, we felt had a higher level of confidence we would have success and we did have success.”
 
They highlighted in the conference call that their inventories were “…some of the cleanest we’ve had in a long time…” and note that they had “…more full priced selling this year versus last year.”
 
They also credit fresh product and unique brands for their success, but I kind of want to highlight the inventory thing. I think clean inventories are a way to sell at a better margin with lower investment and expense. Even if you give up a few sales, you end up better off at the bottom line. So thanks, Zumiez, for making my speech for me.
 
There’s enough market volatility and uncertainty looking forward that Zumiez isn’t offering any sales or earnings guidance beyond the current quarter. That says a lot about what things are like out there.
 
Well, we’re all going to wait and see what the world economy brings us. Zumiez, while it waits with the rest of us, will just continue to apply the business model they’ve developed over many years. It’s not just that they evolved a model which has been validated by events, but that they’ve been consistent in applying it that has them so well positioned.

 

 

Skullcandy Files Another Amendment to Its S1

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Skull filed another amendment to its S1 on May 11. You can see it here.  I confess that I have not compared both documents side by side and word for word to discover differences. I can tell you that the newly amended S1 has pretty pictures in it at both the beginning and the end which will be part of the prospectus.

I spot checked the numbers and did not notice any changes. That doesn’t mean there aren’t any. A smart guy named Fred made some interesting comments when I posted my article on the first amendment. You can see those comments below the article. He suggested we’d probably see another amendment showing strong first quarter numbers, but those numbers are not included in this filing.  I imagine we will see them before this deal is done.

Here are Skull’s net sales and net income numbers for the last five years ended December 31 of each year (in thousands of dollars).
 
 

2006

2007

2008

2009

2010

Net Sales

9,105

35,346

80,380

118,312

160,583

Net Income (Loss)

632

6,258

13,019

3,547

(9,723)
 
Next, here are the “adjusted EBITDA” for the same five years. EBITDA is earnings before interest, taxes, depreciation and amortization but in this case it’s not that because it’s “adjusted” as described below.
 
 

2006

2007

2008

2009

2010

Adjusted EBITDA

966

9,864

21,359

30,838

38,964
 
Obviously, the adjusted EBITDA trend looks better than the net income trend. Here’s what management says about the adjusted EBITDA numbers. Sorry for the long quote, but I’d prefer you hear it directly from them rather than get my interpretation. Please do take the time to read it. I recommend slowly.
 
"EBITDA, for the periods presented, represents net income (loss) before interest expense, income taxes and depreciation and amortization. Adjusted EBITDA gives further effect to the recording of compensation expense associated with one-time charges of $17.5 million in management incentive bonuses and $2.9 million payable as additional consideration to certain employee stockholders pursuant to the securities purchase and redemption agreement, and to the recording of additional other expense of $14.6 million, which represents the fair value of amounts payable as additional consideration to non-employee stockholders pursuant to the securities purchase and redemption agreement. For a more detailed description of this transaction, see “Certain Relationships and Related Party Transactions—Series C Convertible Preferred Stock Financing and Stock Redemption—Securities Purchase and Redemption Agreement.” These expenses were one-time charges associated with a historical capital transaction and management believes they do not correlate to the underlying performance of our business. As a result, we believe that adjusted EBITDA provides important additional information for measuring our performance, provides consistency and comparability with our past financial performance, facilitates period to period comparisons of our operations, and facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. Our management team uses this metric to evaluate our business and we believe it is a measure used frequently by securities analysts and investors. Adjusted EBITDA does not represent, and should not be used as a substitute for income from operations or net income (loss) as determined in accordance with GAAP. Our definitions of EBITDA and adjusted EBITDA may differ from that of other companies."
 
There- that’s clear enough, right? And if you understand it, but note and agree with their admonition that adjusted EBITDA “…should not be used as a substitute for income from operations or net income (loss) as determined in accordance with GAAP,” what do you decide as a potential buyer of the stock?
 
That’s the tactical issue for the people trying to sell this stock. They have to explain. Regardless of the quality of the business model, GAAP accounting shows declining profit leading to a loss on higher sales over three years.
 
Tell the truth- some of your eyes glazed over when I asked you to read the explanation above. Hell, my eyes glaze over sometimes when I have to read this stuff. If you were selling this stock, which would you rather say? “Here’s a fast growing company with a great business model that’s increasing its profitability with its sales,” or “Here’s a fast growing company with a great business model that lost $10 million last year but don’t worry, I’ve got an explanation you might understand if your eyes don’t glaze over.”
 
You’d like to have investors focusing on the viability of the business strategy and the company’s financial position after the offering. When I first wrote about Skull’s public offering on February 4th, I summarized their strategy this way. “I think the key to being able to continue their growth while keeping their profitability up is as simple, and as difficult, as keeping SC cool in Best Buy and other places as their distribution grows.”
 
I still think that puts it pretty well.

 

 

Volcom’s March 31 Quarter and Some Related Thoughts on the PPR Deal

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We’re probably down to the last one or two quarterly filings we’re going to see from Volcom as all filings will cease when the PPR acquisition of Volcom closes. There was no conference call this quarter because of the impending deal, so all I’ve got to work with is the 10Q.

Total revenue was up 12.6% compared to the same quarter last year from $77.4 million to $87.1 million. Keep in mind that they completed the acquisition of their Australian licensee last August. This is responsible for $5.16 million of the total product revenue increase of $10 million for the quarter. Gross margin on product fell from 4.1% from 53.9% to 49.8%. “This decrease,” they say, “is primarily due to more in season discounted product sales and lower margins achieved on off-price sales during the three months ended March 31, 2011 compared to the three months ended March 31, 2010.”

Revenue for the quarter rose in each of Volcom’s four segments; United State, Europe, Electric and Australia. Operating income, however, fell in all four. In the U.S., it was down from $2.74 million to $897,000. In Europe the decline was from $8 million to $6 million. Electric’s operating income fell from $266,000 to0 $119,000. Australia showed an operating loss of $26,000.
 
Selling, general and administrative expenses rose from $31 million to $36.6 million. $2.2 million of the dollar increase was the result of the acquisition of the Australian licensee. Payroll accounted for another $900,000, advertising and marketing for $800,000 and increased bad debt expense $700,000. As a percentage of revenues, it rose from 40% to 42%.
 
The result of the lower gross margin and higher operating expenses is a net income that fell from $7.5 million to $4.6 million.
The balance sheet is still strong. It will shortly become irrelevant with the closing of the acquisition, but I would note that accounts receivable rose 22.6% to $73.2 million. I assume that part of that is due to receivables acquired when they bought their Australian licensee, but I don’t know how much.
 
In an interesting but probably ultimately unimportant development, a class action lawsuit was filed on May 4 (two days after the PPR deal was announced) claiming Volcom’s directors breached their fiduciary responsibility.  “The complaint alleges that the Offer and Merger involves an unfair price, an inadequate sales process, and that defendants agreed to the transactions to benefit themselves personally.”
 
Volcom says the case lacks merit, and I imagine they are right. The lawsuit’s contention, or at least one of them, is that Volcom only talked to PPR and if they had shopped the company more widely, they should have gotten more money. Maybe, but I still think the deal
was fully priced.
 
Over the last year, and maybe more, we’ve noticed that Volcom has had some issues with too much inventory and has had to discount to move it. We see the receivables increase and the allowance for bad debt that’s more than 10% of receivables. We note their comments (like other companies) about issues with rising costs and deliveries.
 
I’ve written about what a great job Volcom has done in defining and owning their market space, but how it can be hard for a company to grow out of a market position it is so closely identified with. Related to that I’ve noted some of the apparent challenges the brand has had in the department stores.
 
Volcom’s management didn’t need to sell the company. But if I and others have noticed some of these issues, you know Volcom’s spent a whole lot of time figuring out how to manage them. Apparently, the conversation with PPR took place over a year. With its balance sheet strong, and the brand’s integrity intact, I suspect Volcom looked at the strategic issues I’ve highlighted above and decided it was a good time to negotiate from a position of strength. That’s how you’re supposed to handle the market issues that lead to consolidation.
 
Obviously, PPR will help Volcom manage any cost, manufacturing and delivery issues it has. More importantly to Volcom’s shareholders, though, is that the company found a strategic buyer willing to pay a premium over what a strict financial analysis might suggest the company is worth.
 
PPR’s brands may be sophisticated, but they aren’t cool. Volcom is cool and, PPR is assuming, will help them break into a customer group they don’t really understand and haven’t been able to crack. I think they’re right, as long as they don’t “help” Volcom so much that they try to make it into something it ain’t.

 

 

Skullcandy’s IPO; What’s New?

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I guess it was around the time of the SIA show in Denver that Skullcandy announced they were going to do an initial public offering. They came out with the draft of the prospectus, and I took a pretty detailed look at it.

Typically, the “quiet period” after you file with the SEC lasts 40 to 90 days while they review your prospectus (known as a form S-1). When 90 days passed and I hadn’t heard anything, I got a bit curious. The company isn’t allowed to tell me anything so I went to the Security and Exchange Commission web site and searched for Skullcandy documents. Guess what? I found a revised S-1 dated April 28th.

The original S-1 had an income statement for the nine months ended September 30, 2010 that showed (in millions of dollars):
 
Net Sales                                           $95,940
Cost of Goods Sold                          $46,629
Gross Profit                                        $49,311
Selling, General and
 Admin. Expenses                            $30,206
Operating Income                            $19,105
Other (Income) Expense                $14
Interest Expense                             $6,559
Net Income                                       $7,645
 
The amended S-1 shows the income statement for the whole year ended December 31, 2010 and the picture is a bit different.
 
Net Sales                                            $160,583
Cost of Goods Sold                          $75,078
Gross Profit                                        $85,505
Selling, General and
 Admin. Expenses                             $67,602
Operating Income                             $17,903
Other (Income) Expense                 $14,556
Interest Expense                               $8,387
Net Income (Loss)                           $(9,723)
 
If you look back at the sales numbers for the 2009 complete year, you see that sales in 2010 grew nearly 36%. The gross profit margin was 48.6% in 2009. It was 53.2% in 2010. That’s a good improvement. So how did they turn a nine month profit of $7.6 million into a loss of $9.7 million for the year and $17.3 million for the final quarter of 2010?
 
For the whole 2010 year, compared to 2009, Selling, General and Administrative Expenses rose from $27 million to $67 million. This included, in the fourth quarter, “…one-time charges of $17.5 million in management incentive bonuses and $2.9 million payable as additional consideration to certain employee stockholders pursuant to the securities purchase and redemption agreement.”
The “Other” expense of $14.6 million in the fourth quarter “…consisted primarily of $14.6 million resulting from recording the fair value of amounts payable to non-employee stockholders as additional consideration pursuant to the securities purchase and redemption agreement.”
 
They also disclosed that “Additionally during the quarters ended March 31, June 30, September 30 and December 31, 2010, we recognized other expense of $1.5 million, $2.2 million, $3.7 million and $7.2 million, respectively, which represents the changes in the fair value of amounts payable as additional consideration to non-employee stockholders pursuant to the securities purchase and redemption agreement.”
 
Meanwhile, over on the year-end balance sheet, there’s a stockholders’ equity deficit of $22.7 million, up from $18.8 million a year ago. Next to that is an unaudited pro-forma balance sheet for the same date that “… gives effect to the conversion of all outstanding shares of preferred stock into 321,980 shares of common stock, the conversion of the convertible note into 275,866 shares of common stock, the payment of accrued interest on the convertible note and the reduction of deferred debt issuance and debt discounts related to the convertible note, as if an initial public offering occurred on December 31, 2010.”
 
Doing all this gets their stockholders’ equity up to $6.4 million. Against that, the pro forma balance sheet shows total liabilities of $77 million. That’s a debt to equity ratio of 12 times and that’s high. The current ratio, at 2 to 1 is fine.
 
Here’s how I read this. Skullcandy is counting on the success of its IPO to reduce its leverage and give it the working capital it needs to execute on its plan. Shareholders and executives have taken a bunch of cash out of the company in the fourth quarter, resulting in a big loss. They were entitled to do that under existing agreements, but how does it look to a potential stock purchaser? Those potential investors also see a company whose 2008 net income of $13 million fell to $3.5 million in 2009 even as sales grew 47% to $118 million. Now, on sales of $160 million, there’s a loss of almost $10 million.
 
It can be explained as I did above. But if you have to explain, you have a problem. I’m not quite sure people are in a hurry to invest in companies that lose money, even with a valid explanation. It will be interesting to see if this deal happens and what the pricing is. It may be even more interesting to see what Skullcandy does if it doesn’t happen. 

 

 

PPR Buys Volcom, Probably

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You know, I should have seen this coming and been sitting on 10,000 shares. But no such luck and anyway, I don’t own shares in companies I write about. Still, the deal’s not a complete surprise. Vans, DC, Reef, Sector 9 and Hurley are a partial list of industry companies that have been acquired by larger companies that wanted to get into or expand their action sports offering and grow their credibility with that customer group. Consolidation is not new, and most successful companies in our industry seem to reach a point (usually as they start to grow into the larger fashion market) where they perceive they need some help to continue growing and succeed in that broader market.

Volcom has been showing some symptoms of needing that help. Last time I wrote about them, in March, I said,

“But there comes a time, especially as a public company, when that strong brand positioning with a targeted consumer can make growing more of a challenge as the new customers you need don’t feel a strong connection with the brand and the customer you have may feel alienated if and as you do what you have to do to build a connection with the new one.”
 
“It’s not like this is a surprise to anybody who’s been around our industry for a while. Large or small, public or not, every company deals with this when they grow. I wrote last week about how Quiksilver is pushing its DC brand and my concern that they might push it too hard. Burton, when it changed its name from Burton Snowboards to just Burton, was dealing with this issue.”
 
I noted in the article that Volcom was counting on some broader distribution including the department store channel for growth, but that I wasn’t quite sure a company with the motto “Youth Against Establishment” fit in the department stores.
 
I went on to say, “Volcom says they make premium product that typically sells at premium prices and they’ve got a very distinctive image they’ve worked hard and successfully to build over 20 years. That sounds boutique like to me- not department store. Just saying.”
 
They’ve also had some issues with dependence on PacSun and too much inventory. In 2010 revenues were up 15.2% over the prior year, but net income increased hardly at all, from $21.7 million to $22.3 million. A decline in gross margin from 50.2% to 49.2% explains most of that.
 
During PPR’s conference call announcing the acquisition, one analyst ask why, if Volcom actually believes it can earn $2.20 to $2.40 a share in 2014 it was selling now for this price. The PPR CEO answer was something along the lines of “Uh, oh, well, I guess they think it’s a fair price.” Great question I thought and maybe Volcom’s answer has something to do with the issues I raised.
 
By the way, the reason I put “probably” in the article title is because no deal is done until it’s closed. Also, from time to time an offer from one company will result in a higher offer from another company. The board of directors of a public company has a fiduciary responsibility to do what’s in the best interest of their shareholders. They couldn’t just ignore a better offer they think has an equal chance of closing. Of course, what’s “better” can be open to interpretation. I don’t actually expect there to be another offer. PPR, as we’ll get to next, is an 800 pound gorilla and I consider the deal fully priced.
 
PPR had 2010 revenues of 14.6 billion Euros (2.3 billion of which was sold online). That’s north of $21 billion at the current exchange rate. Western Europe is about 59% of their revenues.  North America is 16%. They have 60,000 employees and their products are distributed in 120 countries. Volcom, at $321 million in revenues in 2010 is a tad smaller, but much, much cooler. It’s around 1.5% of PPR’s revenues. I’d like to tell you all about them, but their web site is in French. I guess I can at least say they are a French company.
 
 Oh- wait- here’s the English version. Their luxury group of brands includes Gucci, Bottega Veneta, Yves Saint Laurent, Balenciaga, Alexander McQueen, Boucheron, Sergio Rossi, and Stella McCartney. I’m pretty sure none of these brands are hanging in my closet even though I’m such a fashion forward guy. The Stella McCartney stuff just doesn’t accentuate my bust.
 
They also own PUMA, FNAC and Redcats. Okay, I know what PUMA does. FNAC is apparently in the process of being sold. In 2010, the luxury group was 27% of sales and PUMA was 18%. PPR has over 800 stores globally. Here’s a link to the English version of their 356 page reference document which I am not reading. It has some easy to absorb graphics you might be interested in. It’s a big file and a bit slow to download.
 
This is PPR’s first adventure into the action sports market. It should be interesting to watch. On an operational level it seems obvious that Volcom should benefit from PPR’s size in terms of systems, manufacturing, access to capital and operations. Those synergies are usually real, but also usually harder to achieve than people expect. I guess Volcom will report through PUMA. It was interesting to hear PPR management say that Volcom was complimentary to PUMA and then note that PUMA was not involved in action sports. Maybe they just meant complimentary in terms of getting Volcom into shoes in a much bigger way, which apparently we can expect.
 
PPR, of course, is particularly well situated to increase Volcom’s presence in Europe, where both Volcom and PPR think they have a lot of room to grow. It sounds like we can expect to see quite a few more Volcom stores worldwide (no numbers given). I wonder if Volcom product would fit into any existing PPR owned stores. Many PPR brands can reasonably be characterized as boutique brands and, as I suggested before, if Volcom’s description of their brand and its positioning is accurate, maybe that’s where they belong. But I have a hard time seeing Volcom in a Gucci store at the moment. Maybe Europe is different.
 
Volcom may be strategically important to PPR, but it’s an awfully small piece of the whole. As I listened to the PPR executives describe Volcom, it felt like they were reading Volcom’s description of itself and its market position right out of Volcom’s 10K. Even though they’ve been talking for a year, I was left unsure if PPR “got it” or not. Over the years, I’ve watched European companies try to break into the U.S. action sports market and just do it wrong. I’ve watched U.S. companies have the same problem going to Europe, if only because we start out thinking of Europe as one market.
 
One European analyst called Volcom a “sports” company and inquired of management if they were thinking of launching a PUMA action sports brand. Happily, PPR made it clear that was a bad idea. There was also a question about whether Volcom and PUMA could be distributed together.
 
PPR talked about “…building the Volcom business globally while maintaining its authenticity” and keeping it positioned as it is today without changing the target customer. Of course that’s what they want to do, or they wouldn’t be buying Volcom. But as I’ve written, it’s also the challenge. Every action sports brand comes up against this. At some level growing and maintaining authenticity becomes as challenge. PPR has, of course, dealt with all forms of distribution and growth issues, but I am not aware that PPR management has experience with this in the youth culture market. Growth, after some point, requires changing, or at least expanding, the target customer.
 
They will be relying on the Volcom team to continue managing the brand. The deal, however, is an all cash one at $24.50 per share (22.6 P/E ratio according to one investment banker) with no earn out component we learned in the conference call. I sure hope Richard Woolcott and his team are happy working with PPR.
 
Given the challenges Volcom faces, they’ve made themselves a good deal at the right time. PPR can certainly make them more efficient operationally, in manufacturing, and financially. They will help Volcom grow especially in Europe, and there will be an expanded retail presence. In the longer term, if PPR and Volcom managements have some patience with each other, we might see Volcom make a transition into the fashion market in a way no other action sports brand has done.
 
Youth Against Establishment indeed.

 

 

Orange 21 Year End Results and Management Restructuring

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I unexpectedly had to spend about 10 days back east on family issues. Everything turned out fine, but I got way, way behind on my analysis. But sometimes things work out, and Orange 21’s management changes of last week gave me the perfect opportunity to tie those changes to their financial results and write a way more interesting piece.

I’ve been writing about the saga of Orange 21 (Spy Optic) for a while now. You remember the basic story. Solid, small brand has some self-inflicted management and operational problems (Bought a factory in Italy- now sold, too much inventory, the Mark Simo/No Fear episode, etc.). Went public for no reason I could ever figure out. Things are tough enough then the recession hits. Stone Douglass, a turnaround guy with no experience in our industry (that is not a criticism) is brought in to clean up the mess and get things back on the right track. He does, as far as I can tell, all the stuff he should do. But, so far at least, we haven’t seen sales growth and the company continues to lose money.

The income statement for the year ended December 31 showed a loss of $4.6 million on revenue of $35 million. When you read through the overview of the business, the target markets, the growth strategy and the products sections of the 10K report you can’t help but think that maybe a $34 million revenue business just doesn’t have the resources it needs to compete in the sunglass and goggle business given the competitors and their resources. Sunglasses and goggles represented 99% of Orange 21’s revenues in 2010.
 
Given those factors and the economic environment, I’d guess that Orange 21 management reached the same conclusion. They responded, in September of 2009, by licensing the O’Neill brand for eyewear. In February and May of 2010 respectively, they made deals with Jimmy Buffett and Mary J. Blige to design, produce and distribute a line of eyewear for each of them. 
 
Seems like a good idea. But it required expenditures for royalties, design, production and building inventory before the first pair could be sold. In 2010, the company spent $1.2 million associated with those brands but generated “minimal” sales. Inventory increased between the end of 2009 and the end of 2010 by $1.14 million to $8.9 million. Much of that increase was in preparation for the launch of the new products. The discussion of cash flow activities (page 34 of the 10K if you care) states, “Working capital and other activities includes a $2.9 million increase in net inventories for the addition of the O’Neill™, Margaritaville™ and Melodies by MJB™ eyewear lines, and a buildup of mainly top selling Spy™ sunglasses in anticipation of both an increase in sales of such Spy™ sunglasses and the sale of 90% of LEM.”  LEM is the factory in Italy they sold.
 
Anyway, they’ve got a lot of money tied up in these initiatives. Where’d it all come from since the company is losing money?
 
It came from the Chairman of Orange 21’s board and largest shareholder Seth Hamot. Actually, it came from Costa Brava Partnership III, L.P. Mr. Hamot “…is the President and sole member of Roark, Rearden & Hamot, LLC, which is the sole general partner of Costa Brava.” Costa Brava has invested $7 million in Orange 21 in 2010. Through Costa Brava, he put in $3 million, $1 million and another $ 1million in March 2010, October 2010 and November 2010, respectively. On December 20, he put in another $2 million and rolled all that debt into one promissory note for the entire $7 million. 
 
The whole $7 million is subordinated to any borrowings under the asset based line of credit from BFI Business Finance. $2.235 million in borrowings were outstanding under that line at the end of 2010.
 
Basically, that $7 million funded the loss for the year and the inventory build for the newly licensed brands. But those brands still aren’t producing significant sales- at least as of the end of the year.
 
You know, it always seems to be the case that new deals have bumps in the road you don’t expect, cost more than you expect, and don’t produce revenue as quickly as you’d hoped. I’m guessing that might be the case here. Add that to the fact that the Spy brand isn’t growing as they had hoped, and you get to last week’s management restructuring.
 
Stone Douglas resigned, but he’s going to get paid his $300,000 salary for a year. Carol Montgomery, who has quite a background in the sunglass/optical industry, was hired as the CEO at a base salary of $360,000. I read that change mostly as the board of directors deciding that the clean up the mess and restructuring part of the job was largely done and that the strategic positioning build the brands part required somebody who knew the industry better. I agree with that thinking, though I imagine that if Spy was growing and sales of the Buffett and Blige brands were ahead of schedule, we might not have seen the change at this time.
 
Michael Marx, who joined the company in February as VP of Marketing, was promoted to President with a salary of $250,000. I’m not quite clear why a company this size needs a CEO and a President. There must be a plan. 
 
And I think that partly because on April 11, Orange 21 entered into a retainer agreement with Regent Pacific Management Corporation to provide the services of Michael D. Angel as interim chief financial officer. Orange is paying $50,000 every four weeks for his services. Regent Pacific will also be paid some fees for achieving certain goals and get a warrant to purchase 1.5% of the company’s fully diluted common stock at an exercise price of $1.85.
 
I’m not sure that a company of this size expecting some modest growth and, I assumed, with Stone Douglass having done most of the blocking and tackling a turnaround usually requires, would really require this kind of management and financial fire power. Stone Douglass was acting chief financial officer after Jerry Collazo left in February, 2010 until his resignation last week.
 
The company’s costs, as a result of all these arrangements, have increased by north of $100,000 a month. With this new expense level, the required royalties for the Buffett and Blige brands, and even with some reasonable growth by the Spy Brand, it feels like Orange 21 could need some more cash or a different kind of deal in 2011 unless the Buffett, Blige and O’Neill brands really take off. Let’s hope they do.           

 

 

PacSun’s Annual Report: Missions, Strategies, Prospects

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PacSun rode the economic expansion to 950 plus mostly mall based stores (they were down to 852 at the end of the year). They got over extended, had systems that didn’t give them the ability to merchandise as they needed to, didn’t keep their stores updated, became too dependent on their own brands, and basically lost the cool factor that made their target customers come to their stores. Then came the recession and cratering of the juniors market (38% of their revenues in 2010).

Since becoming CEO, Gary Schoenfeld has started to make the changes required to address these issues. But as I said when I wrote about them last December, change takes time. And money. In a word, what PacSun has to do is make itself relevant again to the “teens and young adults” it’s focused on. While they’ve got the time and money to do it.

Before the analysis, here’s the link to their 10K if you want to see it.

Missions and Strategies
 
PacSun’s objective “…is to provide our customers with a compelling merchandise assortment and great shopping experience that together highlight a great mix of heritage brands, proprietary brands and emerging brands that speak to the action sports, fashion and music influences of the California lifestyle.”
 
Their first strategy is to have a strong emphasis on brands. They divide those brands into three components; the industry brands they’ve worked with for a long time (heritage brands they call them), their proprietary brands, and new, emerging brands. But their proprietary brands were 46% of revenue in 2010. That’s down from 48% the prior year, but way up from 38% the year before that.
 
Retailers should have their own brands. But at some level of revenue, those brands are no longer complimentary, but competitive with the industry brands the retailer carries. At 46%, PacSun is focused on the performance of their own brands. Yet those owned brands obviously can’t compete with Quiksilver or Volcom from a market position point of view, so it becomes at least partly a price game. And at 46% of revenue, well, what kind of store are you? Are you a store where customers come to get good deals on less well known brands? PacSun warns in its risk factors that “Our customers may not prefer our proprietary brand merchandise which may negatively impact our profitability.” Probably wouldn’t need that risk factor if their brands were 15% of revenue instead of 46%.
 
I recognize that PacSun can’t change this dependency quickly if only because of cash flow implications, but I hope they work to reduce it. I think it might be difficult for them to become important again to their target consumers if they don’t unless they have a whole lot of money to spend on promoting their own brands. Then, of course, they would become direct competitors with their heritage brands.
 
Their next strategy is to undertake “New Strategic Marketing Initiatives.” We’ve seen some positive activities from them in this area. They also note that they are working with key heritage brands to “…create new programs and approaches to generate excitement around PacSun and the California lifestyle we embody…” But they plan to do it “without meaningfully increasing our total marketing expenses.” Advertising expense was $17 million in 2010, $14 million in 2009, and $16 million in 2008.
 
Related to marketing, they have a risk factor that focuses on the danger of not reinvesting in existing stores. They say, in part, “We believe that store design is an important element in the customer shopping experience. Many of our stores have been in operation for many years and have not been updated or renovated since opening. Some of our competitors are in the process of updating, or have updated, their store designs, which may make our stores appear less attractive in comparison. Due to the current economic environment and store performance, we have significantly scaled back our store refresh program.”
 
What I’m hearing is that they know what they need to do, but have some constraints in terms of what they can afford. More on that when we get into the financials.
 
Their third strategy is localized assortment planning. They are moving away from the “one size fits all” method of allocating inventory and starting to do it according to what sells best where. Good idea. I’m not sure it rises to the level of a strategy, however. It’s just something retailers have to do to be competitive. Let’s call it an operating imperative.
 
While they don’t call it a strategy, they’ve closed 44, 40 and 38 stores respectively in each of the last three years. They expect to close 30 to 50 during 2011. They have close to 400 leases that end or can be modified through 2013, so I expect we’ll continue to see either store closing or better results from stores where negotiations with landlords are successful. They note that they will be closing more stores than they open.
 
The Financials
 
In the fourth quarter, PacSun lost $35.2 million on sales of $263 million. For the year ended January 29, 2011, sales fell 9.5% from $1.027 billion to $930 million. The loss increased from $70.3 million to $96.6 million.
 
Sales per square foot for the year fell from $275 to $258. In 2007, it was $350. Well, we’ve all taken some hits since 2007. Internet sales represented 5% of sales in both 2010 and 2009. That mean internet sales fell for PacSun. Average dollar sales per store were $1 million, down from $1.1 million the previous year and $1.3 million the year before that. Comparable store sales fell 8%. Men’s increased 2% but women’s was down 19%.
   
Management says that a big factor in the sales per square foot decline was the performance of denim. It was 22% of revenues in 2009 “…driven by our proprietary Bullhead denim and our foundational ‘skinny’ fit.” In 2010, PacSun’s denim sales fell by 20% because “….denim became a very price-competitive business with very little newness or uniqueness in the marketplace in terms of fit or trend.”
Everybody had a hard time with denim in 2010. But what I think I’m hearing is that their Bullhead proprietary brand didn’t have the brand positioning it needed to withstand the difficult competitive conditions. Uh, you might go back up and read what I wrote about proprietary brands above. Maybe I’m onto something?
 
The other factor in the sales per square foot decline PacSun mentions is accessories and footwear. It represented 30% of sales in 2007, but only 12% in 2009. Remember they got out of the shoe business? They have reentered it and now have shoes in 450 stores.
Gross margin fell from 25.2% to 22.1%. Please note that gross margin as PacSun defines it is after buying, distribution and occupancy cost. They indicate that 1.6% of that decline came from having to spread costs over a smaller sales base. 1.4% came from the merchandise margins (what many of you think of as gross margin) falling from 48.1% to 46.7% “…due to a decrease in initial markups and an increase in markdowns…”
 
Selling, general and administrative expenses were down $40 million to $301 million. They also fell as a percentage of sales.
Okay, now let’s take a look at the balance sheet and its change over the year. The current ratio fell from 2.42 to 2.11. Cash declined from $93 million to $64 million. Interestingly, inventory rose from $89.7 million to $95.7 million at a time when sales are down and stores are being closed. I would not have expected to see that. Total debt to equity rose from 0.56 to 0.87. Equity is down by about one-third from $307 million to $214 million.
 
In August, PacSun did a couple of mortgage transactions, borrowing a total of $29.8 million. They note in the Management Discussion (as well as in the risk factors), “If we were to experience a same-store sales decline similar to what occurred in fiscal 2010, combined with further gross margin erosion, we may have to access most, if not all, of our credit facility and potentially require other sources of financing to fund our operations, which might not be available.”
 
Since Gary Schoenfeld became CEO, PacSun has done most things right. In my mind, there are two major issues. First is whether the financial constraints they appear to be operating under will allow them to finish the turnaround without additional capital. Second, and actually more important, is whether they can get the customer they want back. The company’s decline and then some time spent treading water has given PacSun’s target customers an awfully long time and good reasons to shop elsewhere. It might take as long to get them to come back.