UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark one)
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | |
| EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2004
OR
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | |
| EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 0-22446
DECKERS OUTDOOR CORPORATION
| Delaware | 95-3015862 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
| 495-A South Fairview Avenue, Goleta, California | 93117 | |
| (Address of principal executive offices) | (zip code) | |
(Registrants telephone number, including area code) (805) 967-7611
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Outstanding at | ||
| Class | October 29, 2004 | |
| Common stock, $.01 par value | 11,848,898 |
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Table of Contents
| Page |
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Part I. Financial Information |
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Item 1. Condensed Consolidated Financial Statements (Unaudited): |
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| 6 | ||||||||
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| Exhibit 31.1 | ||||||||
| Exhibit 31.2 | ||||||||
| Exhibit 32 | ||||||||
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
| September 30, | December 31, | |||||||
| 2004 |
2003 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 15,738,000 | 6,662,000 | |||||
Trade accounts receivable, less allowances for doubtful
accounts and sales discounts of
$2,656,000 and $2,126,000 as of September 30, 2004 and
December 31, 2003, respectively |
34,649,000 | 18,745,000 | ||||||
Inventories |
27,030,000 | 18,004,000 | ||||||
Prepaid expenses and other current assets |
1,287,000 | 694,000 | ||||||
Deferred tax assets |
2,137,000 | 2,137,000 | ||||||
Total current assets |
80,841,000 | 46,242,000 | ||||||
Property and equipment, at cost, net |
2,972,000 | 2,969,000 | ||||||
Intangible assets |
70,382,000 | 70,572,000 | ||||||
Other assets, net |
525,000 | 1,243,000 | ||||||
| $ | 154,720,000 | 121,026,000 | ||||||
Liabilities and Stockholders Equity |
||||||||
Current liabilities: |
||||||||
Notes payable and current installments of long-term debt |
$ | | 3,792,000 | |||||
Trade accounts payable |
11,422,000 | 11,220,000 | ||||||
Accrued expenses |
7,820,000 | 4,959,000 | ||||||
Income taxes payable |
11,625,000 | 3,468,000 | ||||||
Total current liabilities |
30,867,000 | 23,439,000 | ||||||
Long-term debt, less current installments |
| 26,495,000 | ||||||
Deferred tax liabilities |
568,000 | 568,000 | ||||||
Stockholders equity: |
||||||||
Series A preferred stock at liquidation preference, $.01
par value. Authorized, 5,000,000 shares (1,375,000
Series A); none issued and outstanding at September 30,
2004 and December 31, 2003 |
| | ||||||
Common stock, $.01 par value. Authorized 20,000,000
shares; 11,681,678 shares issued and outstanding at
September 30, 2004; 10,703,433 shares issued and
9,730,481 shares outstanding at December 31, 2003 |
117,000 | 97,000 | ||||||
Additional paid-in capital |
63,583,000 | 27,115,000 | ||||||
Retained earnings |
59,343,000 | 43,052,000 | ||||||
Accumulated other comprehensive income |
242,000 | 260,000 | ||||||
Total stockholders equity |
123,285,000 | 70,524,000 | ||||||
| $ | 154,720,000 | 121,026,000 | ||||||
See accompanying notes to condensed consolidated financial statements.
1
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
| Three-month period ended | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
Net sales |
$ | 55,797,000 | 24,894,000 | |||||
Cost of sales |
33,562,000 | 15,392,000 | ||||||
Gross profit |
22,235,000 | 9,502,000 | ||||||
Selling, general and administrative expenses |
12,877,000 | 7,720,000 | ||||||
Income from operations |
9,358,000 | 1,782,000 | ||||||
Other expense (income): |
||||||||
Interest, net |
(28,000 | ) | 981,000 | |||||
Other |
5,000 | (1,000 | ) | |||||
Income before income taxes |
9,381,000 | 802,000 | ||||||
Income taxes |
3,559,000 | 321,000 | ||||||
Net income |
$ | 5,822,000 | 481,000 | |||||
Net income per share: |
||||||||
Basic |
$ | 0.50 | 0.05 | |||||
Diluted |
0.46 | 0.04 | ||||||
Weighted-average common shares outstanding: |
||||||||
Basic |
11,651,000 | 9,657,000 | ||||||
Diluted |
12,748,000 | 12,037,000 | ||||||
See accompanying notes to condensed consolidated financial statements.
2
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
| Nine-month period ended | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
Net sales |
$ | 140,615,000 | 85,338,000 | |||||
Cost of sales |
79,068,000 | 47,764,000 | ||||||
Gross profit |
61,547,000 | 37,574,000 | ||||||
Selling, general and administrative expenses |
33,287,000 | 23,527,000 | ||||||
Litigation income |
| (500,000 | ) | |||||
Income from operations |
28,260,000 | 14,547,000 | ||||||
Other expense (income): |
||||||||
Interest expense, net |
2,261,000 | 3,412,000 | ||||||
Other |
| (15,000 | ) | |||||
Income before income taxes |
25,999,000 | 11,150,000 | ||||||
Income taxes |
9,708,000 | 4,460,000 | ||||||
Net income |
$ | 16,291,000 | 6,690,000 | |||||
Net income per share: |
||||||||
Basic |
$ | 1.52 | 0.70 | |||||
Diluted |
1.37 | 0.57 | ||||||
Weighted-average common shares outstanding: |
||||||||
Basic |
10,706,000 | 9,582,000 | ||||||
Diluted |
11,921,000 | 11,716,000 | ||||||
See accompanying notes to condensed consolidated financial statements.
3
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
| Nine-month period ended | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 16,291,000 | 6,690,000 | |||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Depreciation and amortization |
1,334,000 | 1,297,000 | ||||||
Provision for doubtful accounts |
158,000 | 428,000 | ||||||
Write-down of inventories |
1,268,000 | 1,060,000 | ||||||
(Gain) loss on disposal of assets |
(6,000 | ) | 3,000 | |||||
Loss on write-down of assets |
12,000 | | ||||||
Non-cash stock compensation |
152,000 | 34,000 | ||||||
Changes in assets and liabilities: |
||||||||
(Increase) decrease in: |
||||||||
Trade accounts receivable |
(16,062,000 | ) | 2,409,000 | |||||
Inventories |
(10,294,000 | ) | (6,425,000 | ) | ||||
Prepaid expenses and other current assets |
(593,000 | ) | 217,000 | |||||
Other assets |
718,000 | 379,000 | ||||||
Increase (decrease) in: |
||||||||
Trade accounts payable |
202,000 | (7,098,000 | ) | |||||
Accrued expenses |
2,835,000 | 121,000 | ||||||
Income taxes payable |
8,157,000 | 3,483,000 | ||||||
Net cash provided by operating activities |
4,172,000 | 2,598,000 | ||||||
Cash flows from investing activities: |
||||||||
Teva acquisition costs |
| (75,000 | ) | |||||
Purchase of property and equipment |
(1,194,000 | ) | (453,000 | ) | ||||
Proceeds from sale of property and equipment |
41,000 | 2,000 | ||||||
Net cash used in investing activities |
(1,153,000 | ) | (526,000 | ) | ||||
(Continued)
4
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows, Continued
(Unaudited)
| Nine-month period ended | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
Cash flows from financing activities: |
||||||||
Net repayments of long-term debt |
(30,287,000 | ) | (4,599,000 | ) | ||||
Net cash received from issuances of common stock |
36,336,000 | 593,000 | ||||||
Net cash provided by (used
in) financing activities |
6,049,000 | (4,006,000 | ) | |||||
Effect of exchange rates on cash |
8,000 | (66,000 | ) | |||||
Net increase (decrease) in
cash and cash equivalents |
9,076,000 | (2,000,000 | ) | |||||
Cash and cash equivalents at beginning of period |
6,662,000 | 3,941,000 | ||||||
Cash and cash equivalents at end of period |
$ | 15,738,000 | 1,941,000 | |||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid during the period for: |
||||||||
Interest |
$ | 1,512,000 | 2,116,000 | |||||
Income taxes |
1,680,000 | 1,607,000 | ||||||
See accompanying notes to condensed consolidated financial statements.
5
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
| (1) | General |
| (a) | Basis of Presentation | |||
| The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation for each of the periods presented. The results of operations for interim periods are not necessarily indicative of results to be achieved for full fiscal years. | ||||
| As contemplated by the Securities and Exchange Commission (SEC) under Rule 10-01 of Regulation S-X, the accompanying condensed consolidated financial statements and related footnotes have been condensed and do not contain certain information that will be included in the Companys annual consolidated financial statements and footnotes thereto. For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2003 included in the Companys Annual Report on Form 10-K/A. | ||||
| (b) | Use of Estimates | |||
| The preparation of the Companys condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. The significant areas requiring the use of managements estimates related to provisions for lower of cost or market inventory writedowns, doubtful accounts receivables, sales returns and deferred taxes. Although these estimates are based on managements knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates. | ||||
| (c) | Stock Compensation | |||
| The Company accounts for stock-based compensation under the provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123). Under the provisions of SFAS 123, the Company has elected to continue to measure compensation cost for employees and nonemployee directors of the Company under the intrinsic value method of the Accounting Principles Board Opinion No. 25 and comply with the pro forma disclosure requirements under SFAS 123. Accordingly, no compensation expense has been recorded in conjunction with awards issued to employees. The Company applies the fair value techniques of SFAS 123 to measure compensation cost for options/warrants granted to nonemployees. | ||||
6
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| (1) | General (Continued) | |||
| The following tables illustrate the effects on net income if the fair value-based method had been applied to all outstanding and unvested awards in each period. | ||||
| Three-month period ended | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
Net income as reported |
$ | 5,822,000 | 481,000 | |||||
Add stock-based employee compensation
expense included in reported net income,
net of tax effect |
36,000 | 8,000 | ||||||
Deduct total stock-based employee
compensation expense under fair value-based
method for all awards, net of tax |
(328,000 | ) | (80,000 | ) | ||||
Pro forma net income |
$ | 5,530,000 | 409,000 | |||||
Pro forma net income per share: |
||||||||
Basic |
$ | 0.47 | 0.04 | |||||
Diluted |
0.44 | 0.03 | ||||||
| Nine-month period ended | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
Net income as reported |
$ | 16,291,000 | 6,690,000 | |||||
Add stock-based employee compensation
expense included in reported net income,
net of tax effect |
95,000 | 20,000 | ||||||
Deduct total stock-based employee
compensation expense under fair value-based
method for all awards, net of tax |
(666,000 | ) | (227,000 | ) | ||||
Pro forma net income |
$ | 15,720,000 | 6,483,000 | |||||
Pro forma net income per share: |
||||||||
Basic |
$ | 1.47 | 0.68 | |||||
Diluted |
1.33 | 0.56 | ||||||
7
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| (2) | Comprehensive Income | |||
| Comprehensive income is the total of net income and all other nonowner changes in equity. At September 30, 2004 and December 31, 2003, accumulated other comprehensive income of $242,000 and $260,000, respectively, consisted entirely of cumulative foreign currency translation adjustment. The Company does not have any other transactions or other economic events that qualify as comprehensive income. | ||||
| Comprehensive income is determined as follows: | ||||
| Three-month period ended | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
Net income |
$ | 5,822,000 | 481,000 | |||||
Cumulative foreign currency translation
adjustment |
12,000 | 9,000 | ||||||
Total comprehensive income |
$ | 5,834,000 | 490,000 | |||||
| Nine-month period ended | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
Net income |
$ | 16,291,000 | 6,690,000 | |||||
Reversal of unrealized hedging loss |
| 606,000 | ||||||
Cumulative foreign currency translation
adjustment |
(18,000 | ) | 70,000 | |||||
Total comprehensive income |
$ | 16,273,000 | 7,366,000 | |||||
| (3) | Income per Share | |||
| Basic income per share represents net income divided by the weighted-average number of common shares outstanding for the period. Diluted income per share represents net income divided by the weighted-average number of shares outstanding, including the dilutive impact of potential issuances of common stock. The difference between the weighted-average number of shares used in the basic computation and that used in the diluted computation for the three and nine-month periods ended September 30, 2003 resulted from the dilutive impact of options to purchase common stock as well as the dilutive impact of convertible preferred stock. For the three and nine-month periods ended September 30, 2004, dilution resulted from the dilutive impact of options to purchase common stock. | ||||
8
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| (3) | Income per Share (Continued) | |||
| The reconciliations of basic to diluted weighted-average common shares outstanding are as follows for the three and nine-month periods ended September 30, 2004 and 2003: | ||||
| Three-month period ended | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
Weighted-average shares used in basic computation |
11,651,000 | 9,657,000 | ||||||
Dilutive impact of stock options |
1,097,000 | 866,000 | ||||||
Dilutive impact of convertible preferred stock |
| 1,514,000 | ||||||
Weighted-average shares used for diluted computation |
12,748,000 | 12,037,000 | ||||||
| Nine-month period ended | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
Weighted-average shares used in basic computation |
10,706,000 | 9,582,000 | ||||||
Dilutive impact of stock options |
1,215,000 | 620,000 | ||||||
Dilutive impact of convertible preferred stock |
| 1,514,000 | ||||||
Weighted-average shares used for diluted computation |
11,921,000 | 11,716,000 | ||||||
| Options to purchase 10,000 shares of common stock at $33.10 were outstanding during the three months ended September 30, 2004 and options to purchase 45,000 shares of common stock at prices ranging from $8.50 to $9.88 were outstanding during the three months ended September 30, 2003, but were not included in the computation of diluted income per share because the options exercise prices were greater than the average market price of the common stock during the period and therefore, the options were anti-dilutive. | ||||
| Options to purchase 20,000 shares of common stock at prices ranging from $27.90 to $33.10 for the nine months ended September 30, 2004 and options to purchase 119,000 shares of common stock at prices ranging from $6.21 to $9.88 were outstanding during the nine months ended September 30, 2003, but were not included in the computation of diluted income per share because the options exercise prices were greater than the average market price of the common stock during the period and therefore, the options were anti-dilutive. | ||||
| In December 2003, we repurchased all of the outstanding convertible preferred stock for $5,500,000. The transaction eliminated approximately 1,514,000 shares from our weighted-average diluted shares outstanding calculation beginning in 2004. | ||||
9
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| (4) | Credit Facility | |||
| The Company has a revolving credit facility with Comerica Bank-California (the Facility) that expires June 1, 2005 and provides for a maximum availability of $20,000,000 subject to a borrowing base. In general, the borrowing base is equal to 75% of eligible accounts receivable, as defined, and 50% of eligible inventory, as defined. The accounts receivable advance rate can increase or decrease depending on the Companys accounts receivable dilution, which is calculated periodically. Up to $10,000,000 of borrowings may be in the form of letters of credit. The Facility bears interest at the banks prime rate (4.75% at September 30, 2004) or at the Companys option, at LIBOR (1.84% at September 30, 2004) plus 1.0% to 2.5%, depending on the Companys ratio of liabilities to earnings before interest, taxes, depreciation and amortization (EBITDA), and is secured by substantially all assets of the Company. The Facility included an upfront fee of $230,000 and includes subsequent annual commitment fees of $100,000. At September 30, 2004, the Company had no outstanding borrowings under the Facility, no foreign currency reserves for outstanding forward contracts and no outstanding letters of credit. The Company had credit availability under the Facility of $20,000,000 at September 30, 2004. | ||||
| (5) | Public Stock Offering | |||
| In May 2004, we completed a follow-on public stock offering. In the offering, we sold 1,500,000 shares of newly issued common stock and 2,000,000 shares of our common stock were sold by selling stockholders. The net proceeds to the Company aggregated $35,175,000 before expenses, of which a portion was used to repay all outstanding debt during the three months ended June 30, 2004. | ||||
| (6) | Income Taxes | |||
| Income taxes for the interim periods were computed using the effective tax rate estimated to be applicable for the full fiscal year, which is subject to ongoing review and evaluation by management. For the three months ended September 30, 2004, the Company recorded an income tax expense of $3,559,000, representing an effective income tax rate of 37.9%. For the three months ended September 30, 2003, the Company recorded an income tax expense of $321,000, representing an effective income tax rate of 40.0%. For the nine months ended September 30, 2004, the Company recorded an income tax expense of $9,708,000, representing an effective income tax rate of 37.3%. For the nine months ended September 30, 2003, the Company recorded an income tax expense of $4,460,000, representing an effective income tax rate of 40.0%. | ||||
| (7) | Derivatives | |||
| The Company uses foreign currency forward contracts to hedge the foreign currency exposure associated with a portion of its forecasted transactions in foreign currency. These forward contracts are designated as foreign currency cash flow hedges and are recorded at fair value in the accompanying balance sheet. The effective portion of gains and losses resulting from recording forward contracts at fair value is deferred in accumulated other comprehensive income in the accompanying balance sheet until the underlying forecasted foreign currency transaction occurs. When the transaction occurs, the effective portion of the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive income to the same income statement line item affected by the hedged forecasted transaction due to foreign currency fluctuations. | ||||
10
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| (7) | Derivatives (Continued) | |||
| Because the amounts and the maturities of the derivatives approximate those of the forecasted transactions, changes in the fair value of the derivatives are expected to be highly effective in offsetting changes in the cash flows of the hedged items. Any ineffective portion of gains and losses resulting from changes in the fair value of the derivatives is recognized in current earnings. The ineffective portion of these gains and losses, which results primarily from the time value component of gains and losses on forward contracts, was immaterial for all periods presented. | ||||
| As of September 30, 2004, the Company had no outstanding forward contracts. | ||||
| (8) | Business Segments | |||
| Management of the Company has determined that its reportable segments are its strategic business units. The four reportable business segments are the Teva, UGG and Simple wholesale divisions and the Companys Internet and catalog retailing business. The Company evaluates performance based on net sales and income from operations. The Companys reportable segments are strategic business units responsible for the worldwide operations of each of its brands. They are managed separately because each business requires different marketing, research and development, design, sourcing, and sales strategies. The income from operations for each of the segments includes only those costs that are specifically related to each brand, which consist primarily of cost of sales, costs for research and development, design, marketing, sales, commissions, bad debts, depreciation, amortization, and the costs of employees directly related to the brands. The unallocated corporate overhead costs are the shared costs of the organization and include, among others, the following costs: costs of the distribution center, information technology, human resources, accounting and finance, credit and collections, executive compensation and facilities costs. | ||||
| Net sales and operating income (loss) by business segment for the three and nine months ended September 30, 2004 and 2003 are summarized as follows: | ||||
| Three months ended | Nine months ended | |||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
Net sales to
external customers: |
||||||||||||||||
Teva wholesale |
$ | 10,668,000 | 7,905,000 | 72,457,000 | 60,123,000 | |||||||||||
UGG wholesale |
35,248,000 | 13,778,000 | 46,657,000 | 15,319,000 | ||||||||||||
Simple wholesale |
4,481,000 | 1,626,000 | 7,636,000 | 5,678,000 | ||||||||||||
Internet/catalog |
5,400,000 | 1,585,000 | 13,865,000 | 4,218,000 | ||||||||||||
| $ | 55,797,000 | 24,894,000 | 140,615,000 | 85,338,000 | ||||||||||||
11
DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| (8) | Business Segments (Continued) |
| Three months ended | Nine months ended | |||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
Income (loss) from
operations: |
||||||||||||||||
Teva wholesale |
$ | 399,000 | 647,000 | 21,710,000 | 18,677,000 | |||||||||||
UGG wholesale |
11,932,000 | 4,555,000 | 16,043,000 | 4,522,000 | ||||||||||||
Simple wholesale |
876,000 | (258,000 | ) | 536,000 | (439,000 | ) | ||||||||||
Internet/catalog |
1,136,000 | 212,000 | 3,664,000 | 697,000 | ||||||||||||
Unallocated
overhead costs |
(4,985,000 | ) | (3,374,000 | ) | (13,693,000 | ) | (8,910,000 | ) | ||||||||
| $ | 9,358,000 | 1,782,000 | 28,260,000 | 14,547,000 | ||||||||||||
| Business segment asset information as of September 30, 2004 and December 31, 2003 is summarized as follows: |
| September 30, | December 31, | |||||||
| 2004 |
2003 |
|||||||
Total assets for reportable segments: |
||||||||
Teva wholesale |
$ | 79,318,000 | 85,491,000 | |||||
UGG wholesale |
46,135,000 | 18,033,000 | ||||||
Simple wholesale |
7,329,000 | 4,231,000 | ||||||