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

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.