Current Report


 

 

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): October 27, 2009

 

 

UNDER ARMOUR, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-33202   52-1990078
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

1020 Hull Street, Baltimore, Maryland   21230
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (410) 454-6428

 

(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:

 

¨ 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 October 27, 2009, Under Armour, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2009. A copy of Under Armour’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Under Armour has scheduled a conference call for 8:30 a.m. ET on October 27, 2009 to discuss its financial results, and a portion of the script for that call is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1: Under Armour, Inc. press release announcing financial results for the third quarter ended September 30, 2009.

Exhibit 99.2: Portion of conference call script for October 27, 2009 conference call.


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.

 

    UNDER ARMOUR, INC.
Date: October 27, 2009     By:  

/ S /    B RAD D ICKERSON        

      Brad Dickerson
      Chief Financial Officer

Exhibit 99.1

 

Under Armour, Inc.

1020 Hull Street

Baltimore, MD 21230

 

CONTACTS

Investors:

Alex Pettitt

Under Armour, Inc.

Tel: 410.454.6578

 

Media:

Diane Pelkey

Under Armour, Inc.

Tel: 410.246.5927

  LOGO

FOR IMMEDIATE RELEASE

 

 

UNDER ARMOUR REPORTS THIRD QUARTER 2009 TOP LINE GROWTH OF 16%;

RAISES NET REVENUES AND EPS OUTLOOK FOR THE FULL YEAR

 

 

Net Revenues Increased 16.2% to $269.5 Million

 

 

Net Income Increased to $26.2 Million; Diluted EPS of $0.52

 

 

Cash & Cash Equivalents Increased $53.2 Million Year-Over-Year to $93.4 Million at Quarter-End; No Borrowings Outstanding Under $200 Million Revolving Credit Facility

 

 

Inventory Decreased 6.6% to $152.8 Million at Quarter-End

 

 

Company Raises 2009 Net Revenues Outlook to $830 Million to $835 Million (+14% to +15% over 2008) from $810 Million

 

 

Company Raises 2009 EPS Outlook to $0.85 to $0.87 (+10% to +13% over 2008) from $0.80 to $0.82

Baltimore, MD (October 27, 2009) – Under Armour, Inc. (NYSE: UA) today announced financial results for the third quarter ended September 30, 2009. Net revenues increased 16.2% in the third quarter of 2009 to $269.5 million compared with net revenues of $231.9 million in the third quarter of 2008. Net income increased to $26.2 million in the third quarter of 2009 compared with $25.7 million in the prior year’s period. Diluted earnings per share for the third quarter of 2009 was $0.52 on weighted average common shares outstanding of 50.7 million compared with $0.51 per share on weighted average common shares outstanding of 50.4 million in the third quarter of the prior year.

Third quarter apparel net revenues increased 7.1% to $215.4 million compared with $201.1 million in the same period of the prior year, driven by growth in the Men’s, Women’s, and Youth apparel businesses. Footwear net revenues in the third quarter of 2009 increased to $33.0 million from $13.1 million in the third quarter of 2008. Direct-to-consumer net revenues, which represented 15% of total net revenues for the quarter, grew 62% year-over-year during the third quarter.

Kevin Plank, Chairman and CEO of Under Armour, Inc., stated, “The strength and diversity of our growth platform enabled us to deliver meaningful top line growth during the quarter with all


product categories up for the period. Continuing to lead in product innovation and aggressively communicating our authentic position in sports will help ensure that the Under Armour Brand continues to resonate with the athletes of this generation.”

For the third quarter, operating income rose to $47.1 million compared with $46.5 million in the prior year’s period. Gross margin for the third quarter of 2009 was 49.7% compared with 51.0% in the prior year’s quarter. Selling, general and administrative expenses were $87.0 million in the third quarter of 2009 compared with $71.8 million in the third quarter of 2008. The increase in selling, general and administrative expenses was primarily driven by the continued expansion of the Company’s factory house outlet stores as well as higher personnel costs.

For the first nine months of 2009, net revenues increased 16.2% to $634.2 million compared with $546.0 million in the prior year. Net income for the first nine months of 2009 increased to $31.6 million compared with $29.9 million in the same period of 2008. Diluted earnings per share for the first nine months of 2009 was $0.62 compared with $0.59 per share in the prior year’s period.

Balance Sheet Highlights

Cash and cash equivalents increased $53.2 million to $93.4 million at September 30, 2009 compared with $40.2 million at September 30, 2008. The Company had no borrowings outstanding under its $200 million revolving credit facility at September 30, 2009. Net accounts receivable decreased 4.0% to $145.0 million at September 30, 2009 compared with $151.1 million at September 30, 2008. Inventory at quarter-end decreased 6.6% to $152.8 million compared with $163.6 million at September 30, 2008.

Outlook for 2009

For 2009, the Company had previously estimated annual net revenues of approximately $810 million and diluted earnings per share in the range of $0.80 to $0.82. However, based on its performance year-to-date, the Company is increasing its outlook for 2009.

The Company now anticipates full year net revenues of $830 million to $835 million. Based on higher personnel costs, including increased funding of the Company’s performance incentive plan, selling, general, and administrative expenses for 2009 are now expected to grow in the mid-teens on a percentage basis year-over-year, above the Company’s previous outlook for growth in the low-teens. Diluted earnings per share for the year is anticipated to be $0.85 to $0.87.

Brad Dickerson, Chief Financial Officer of Under Armour, concluded, “We remain focused on achieving our financial and strategic goals for 2009 while laying the groundwork for 2010 and beyond. Our business model is built on a foundation of profitable growth. We will continue to leverage our brand equity with athletes to capture market share as we align our growing team and resources to achieve greater operational efficiency.”

Conference Call and Webcast

The Company will provide additional commentary regarding its third quarter results and 2009 outlook as well as provide a preliminary view on its 2010 outlook during its earnings conference call today, October 27 th , at 8:30 a.m. ET. The call will be webcast live at http://investor.underarmour.com/events.cfm and will be archived and available for replay approximately three hours after the live event. Additional supporting materials related to the call will also be available at http://investor.underarmour.com . The Company’s financial results are also available online at http://investor.underarmour.com/results.cfm .


About Under Armour, Inc.

Under Armour ® (NYSE: UA) is a leading developer, marketer, and distributor of branded performance apparel, footwear, and accessories. The brand’s moisture-wicking synthetic fabrications are engineered in many different designs and styles for wear in nearly every climate to provide a performance alternative to traditional natural fiber products. The Company’s products are sold worldwide and worn by athletes at all levels, from youth to professional, on playing fields around the globe. The Under Armour global headquarters is in Baltimore, Maryland, with European headquarters in Amsterdam’s Olympic Stadium, and additional offices in Denver, Hong Kong, Toronto, and Guangzhou, China. For further information, please visit the Company’s website at www.underarmour.com .

Forward Looking Statements

Some of the statements contained in this press release constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the development and introduction of new products, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “outlook,” “potential” or the negative of these terms or other comparable terminology. The forward-looking statements contained in this press release reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to: changes in general economic or market conditions that could affect consumer spending and the financial health of our retail customers; our ability to forecast and manage our growth effectively; our ability to effectively develop and launch new or updated products; our ability to accurately forecast consumer demand for our products; our ability to obtain the financing required to grow our business, particularly when credit and capital markets are unstable; increased competition causing us to reduce the prices of our products or to increase significantly our marketing efforts in order to avoid losing market share; loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; changes in consumer preferences or the reduction in demand for performance apparel and other products; reduced demand for sporting goods and apparel generally; our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results; our ability to effectively market and maintain a positive brand image; the availability, integration and effective operation of management information systems and other technology; and our ability to attract and maintain the services of our senior management and key employees. The forward-looking statements contained in this press release reflect our views and assumptions only as of the date of this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

(Tables Follow)


Under Armour, Inc.

Quarter and Nine Months Ended September 30, 2009 and 2008

(Unaudited; in thousands, except per share amounts)

CONSOLIDATED STATEMENTS OF INCOME

 

       Quarter
  Ended
  9/30/09
          % of Net
      Revenues
      Quarter
  Ended
  9/30/08
          % of Net
      Revenues
        

  Nine

  Months
  Ended
  9/30/09

          % of Net
      Revenues
   

  Nine

  Months
  Ended
  9/30/08

          % of Net
      Revenues
 

Net revenues

   $ 269,546      100.0   $ 231,946      100.0      $ 634,194      100.0   $ 545,965      100.0

Cost of goods sold

     135,491      50.3     113,679      49.0        335,310      52.9     281,959      51.6 %  
                   

Gross profit

     134,055      49.7     118,267      51.0        298,884      47.1     264,006      48.4

Operating expenses

                   

Selling, general and

administrative expenses

     86,992      32.2     71,788      31.0        240,544      37.9     209,954      38.5
                   

Income from operations

     47,063      17.5     46,479      20.0        58,340      9.2     54,052      9.9

Interest expense, net

     (466   (0.2 )%      (111   (0.0 )%         (1,909   (0.3 )%      (498   (0.1 )% 

Other income (expense), net

     96      (0.0 )%      (1,625   (0.7 )%         (253   (0.0 )%      (1,514   (0.3 )% 
                   

Income before income taxes

     46,693      17.3     44,743      19.3        56,178      8.9     52,040      9.5

Provision for income taxes

     20,511      7.6     19,080      8.2        24,595      3.9     22,132      4.0
                   

Net income

   $ 26,182      9.7   $ 25,663      11.1      $ 31,583      5.0   $ 29,908      5.5
                   

Net income available per common share

  

          

Basic

   $ 0.52        $ 0.52           $ 0.64        $ 0.61     

Diluted

   $ 0.52        $ 0.51           $ 0.62        $ 0.59     

Weighted average common shares outstanding

  

          

Basic

     50,046          49,217             49,731          49,016     

Diluted

     50,749          50,435             50,585          50,321     

NET REVENUES BY PRODUCT CATEGORY

 

     Quarter    
Ended    
9/30/09    
   Quarter    
Ended    
9/30/08    
   % Change          Nine    
Months    
Ended    
9/30/09    
   Nine    
Months    
Ended    
9/30/08    
   % Change  

Apparel

   $ 215,427    $ 201,085    7.1      $ 459,706    $ 426,480    7.8

Footwear

     33,048      13,065    153.0        127,475      75,629    68.6

Accessories

     10,760      8,896    21.0        23,548      22,264    5.8
                     

Total net sales

     259,235      223,046    16.2        610,729      524,373    16.5

Licensing revenues

     10,311      8,900    15.9        23,465      21,592    8.7
                     

Total net revenues

   $ 269,546    $ 231,946    16.2      $ 634,194    $ 545,965    16.2
                     


Under Armour, Inc.

As of September 30, 2009, December 31, 2008 and September 30, 2008

(Unaudited; in thousands)

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    

As of        

9/30/09        

  

As of        

12/31/08        

  

As of        

9/30/08        

Assets

        

Cash and cash equivalents

   $ 93,376    $ 102,042    $ 40,152

Accounts receivable, net

     145,043      81,302      151,086

Inventories

     152,753      182,232      163,612

Prepaid expenses and other current assets

     16,041      18,023      19,571

Deferred income taxes

     12,178      12,824      13,364
      

Total current assets

     419,391      396,423      387,785

Property and equipment, net

     73,557      73,548      70,645

Intangible assets, net

     6,203      5,470      5,877

Deferred income taxes

     12,078      8,687      6,703

Other long term assets

     4,839      3,427      3,876
      

Total assets

   $ 516,068    $ 487,555    $ 474,886
      

Liabilities and Stockholders’ Equity

        

Revolving credit facility

   $ —      $ 25,000    $ 15,000

Accounts payable and accrued expenses

     101,206      98,340      96,466

Current maturities of long term debt

     8,292      7,433      7,602

Other current liabilities

     5,852      2,337      10,656
      

Total current liabilities

     115,350      133,110      129,724

Long term debt, net of current maturities

     9,985      13,158      14,962

Other long term liabilities

     13,219      10,190      10,425
      

Total liabilities

     138,554      156,458      155,111

Total stockholders’ equity

     377,514      331,097      319,775
      

Total liabilities and stockholders’ equity

   $ 516,068    $ 487,555    $ 474,886
      

Exhibit 99.2

Under Armour: Third Quarter 2009 Earnings Call (Brad Dickerson)

Thanks, David. With Kevin and David having taken you through some highlights and strategies for our business, I would now like to spend some time on our third quarter financial results.

As an organization, we remain focused on driving sustainable, profitable growth by balancing financial discipline with a continued commitment to invest in the areas of our business which we believe will generate the best long-term return for our shareholders. We believe our third quarter results are an example of this focus and commitment.

Our net revenues for the third quarter of 2009 increased 16% to $269.5 million. Year-to-date, net revenues are up 16% to $634.2 million. Apparel net revenues increased 7% during the quarter to $215.4 million, bringing our year-to-date growth rate in apparel to 8%.

Footwear revenues were up 153% to $33.0 million in the quarter and were mainly driven by shipments of running footwear for the back-to-school season. Year-to-date, footwear is up 69%.

Direct-to-consumer continued its strong growth with 62% growth in the quarter and 47% growth year-to-date. During the third quarter, direct-to-consumer represented approximately 15% of total net revenues.

Third quarter gross margins decreased 130 basis points to 49.7%. There were several puts and takes impacting gross margin.

 

 

First, as we have talked about in the past, effective inventory management has been one of our key balance sheet initiatives. While still a small percentage of sales, one aspect of this has been the liquidation of excess inventory to third parties which impacted our gross margin for the quarter. These efforts continued to free up

 

 

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working capital, and it is worth noting that without these liquidation sales, we still would have achieved a double-digit rate of growth in the quarter.

 

 

Second, during the quarter we also increased inventory reserves on obsolete seasonal products.

 

 

These items were partially offset by strong revenue growth in our higher margin direct-to-consumer business and decreases in our reserves for sales allowances and discount incentives for our wholesale customers.

SG&A expenses grew 21% year-over-year to $87.0 million in the third quarter. SG&A as a percentage of net revenues increased to 32.2% compared with 31.0% in the prior year’s period. The year-over-year increase in SG&A was primarily driven by the continued expansion of our factory house outlet stores as well as investments made in our team. Much of the increase in personnel costs went towards the build out of our apparel and footwear design and product creation teams as well as increased funding for our performance incentive plan relative to the prior year.

Year-to-date, SG&A increased 15%. As a percentage of net revenues, SG&A decreased to 37.9% compared with 38.5% in the prior year’s period.

Operating income during the third quarter increased to $47.1 million compared with $46.5 million in the prior year. Year-to-date, operating income grew 8% year-over-year to $58.3 million.

Our effective income tax rate in the third quarter was 43.9% compared with 42.6% in the third quarter of 2008. We continue to anticipate our annual 2009 effective tax rate to be approximately 100 basis points improved from our 2008 effective tax rate of 45.3%.

 

 

2  | Page


Our resulting net income in the third quarter rose 2% to $26.2 million. Third quarter diluted earnings per share increased to $0.52 compared with $0.51 in the prior year’s quarter. Year to date our EPS increased to $0.62 compared with $0.59 in the prior year.

As noted earlier, we continue to focus on strengthening our balance sheet and improving our working capital efficiency. These efforts have paid off with total cash and cash equivalents increasing over $53 million year-over-year to $93.4 million at quarter-end. Cash, net of debt, increased $72.5 million to $75.1 million at quarter-end. We currently have no borrowings outstanding on our $200 million credit facility.

Net accounts receivable decreased 4% on a year-over-year basis, significantly below our net revenue growth for the quarter. In addition to the strong performance of our collections team, part of the improvement in A/R came from the higher mix of direct-to-consumer sales.

Inventory at quarter-end decreased 6.6% year-over-year to $152.8 million. In addition to improved inventory management processes, our inventory balance at quarter end benefited from strong performance of our factory house outlet stores, an increased level of direct shipments related to footwear and the third party liquidation sales mentioned earlier. We still anticipate inventory growth to be below revenue growth at the end of the year.

Our inventory strategy remains intact as we continue to manage our inventory purchases, reduce our lead times and sell excess inventory through our factory house outlets and other liquidation channels. We will also continue with our efforts to improve turns, while still supporting our growth platforms going forward.

 

 

3  | Page


Our investment in capital expenditures in the third quarter was $5.2 million, bringing our year-to-date cap-ex investment to $18.4 million. We continue to anticipate 2009 cap-ex to be in the range of $30-$35 million, below the $41 million invested in 2008.

Now moving to our full year 2009 outlook. We delivered strong results in the quarter, but we maintain a cautious view on the consumer spending environment. However, given our performance year-to-date, we are raising our outlook for both the top and bottom lines.

We now estimate full year net revenues to be $830 million to $835 million, an increase of 14% to 15% year-over-year. This compares to our previous outlook of approximately $810 million.

Full year gross margins are still anticipated to be down year-over-year due to the increased sales mix of our lower margin footwear business. However, with the majority of our planned third-party liquidation sales for 2009 having already occurred and with the strength in our direct-to-consumer business expected to continue in the fourth quarter, we anticipate our fourth quarter gross margins to be up year-over-year.

Based on higher personnel costs during the second half of the year, including increased funding of our performance incentive plan, we now anticipate SG&A for 2009 to grow in the mid-teens on a percentage basis year-over-year. For the full year, we continue to expect to invest in marketing in the range of 12% to 13% of net revenues. Based on our improved outlook for 2009 and conservative approach in the beginning of the year, we now have the flexibility to invest in the areas we believe are critical to our business.

Given current top line projections, gross margin direction and planned SG&A, diluted EPS for the full year 2009 is currently expected to increase to a range of $0.85 to $0.87 versus our prior outlook of $0.80 to $0.82.

 

 

4  | Page


Before we wrap up, I would also like to provide you with a preliminary view into 2010. Based on our initial view, we currently anticipate 2010 net revenues and EPS to grow in the high-single to low-double-digits. This growth is expected to be driven by a reacceleration in our wholesale apparel business as well as continued strength in direct-to-consumer and does not assume growth in our overall footwear business. Obviously, it is still early, and we will provide additional detail on our 2010 outlook in the coming months.

Once again, in 2009, we have demonstrated that Under Armour is a growth company. Most importantly, we are a growth company balanced with profitability. Our growth this year is a result of the investments we have made for many years in the brand, in our infrastructure, and in our team. We are committed to investing in our growth initiatives, while driving effective cost management and continuing to strengthen our balance sheet.

Forward Looking Statements

Some of the statements contained in this script constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the development and introduction of new products, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “outlook,” “potential” or the negative of these terms or other comparable terminology. The forward-looking statements contained in this script reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to: changes in general economic or market conditions that could affect consumer spending and the financial health of our retail customers; our ability to forecast and manage our growth effectively; our ability to effectively develop and launch new or updated products; our ability to accurately forecast consumer demand for our products; our ability to obtain the financing required to grow our business, particularly when credit and capital markets are unstable; increased competition causing us to reduce the prices of our products or to increase significantly our marketing efforts in order to avoid losing market share; loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; changes in consumer preferences or the reduction in demand for performance apparel and other products; reduced demand for sporting goods and apparel generally; our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results; our ability to effectively market and maintain a positive brand image; the availability, integration and effective operation of management information systems and other technology; and our ability to attract and maintain the services of our senior management and key employees. The forward-looking statements contained in this script reflect our views and assumptions only as of the date of this script. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

 

 

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