Columbia Sportswear 2010 Annual Report Download

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Table of Contents
Letter to Shareholders
Form 10-K
Part I
Item 1. Business.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. [RESERVED]
Item 4A. Executive Officers and Key Employees of the Registrant
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules
Signatures

Table of contents

  • Page 1
    ... 9A. Controls and Procedures Item 9B. Other Information Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and...

  • Page 2
    2010 ANNUAL REPORT TO SHAREHOLDERS

  • Page 3
    ...of performance technologies, enhanced styling and engaging brand marketing. If the Columbia brand is our flagship, Sorel is proving to be our diamond in the rough. Since we purchased this brand ten years ago, we had kept it focused as a rugged, men's, bone-cold winter, wilderness brand. In 2009, we...

  • Page 4
    ... growth: • Expanded our retail store base in North America and Europe, • Launched e-commerce sites for each of our four primary brands, • Increased our annual marketing investments, • Transitioned to predominantly in-house sales teams in North America and Europe, • Attracted experienced...

  • Page 5
    2010 Annual Report to Shareholders

  • Page 6
    ... 0-23939 COLUMBIA SPORTSWEAR COMPANY (Exact name of registrant as specified in its charter) Oregon (State or other jurisdiction of incorporation or organization) 93-0498284 (IRS Employer Identification Number) 14375 NW Science Park Drive Portland, Oregon (Address of principal executive offices...

  • Page 7
    COLUMBIA SPORTSWEAR COMPANY DECEMBER 31, 2010 TABLE OF CONTENTS Item Page PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Item 4A. Business ...Risk Factors ...Unresolved Staff Comments ...Properties ...Legal Proceedings ...[RESERVED] ...Executive Officers and Key Employees of the ...

  • Page 8
    .... Our brands are distributed through a mix of wholesale distribution channels, independent distributors, our own direct-to-consumer channels (retail stores and e-commerce) and licensees. In 2010, our products were sold in over 100 countries. We employ creative marketing strategies designed to...

  • Page 9
    ... and winter outdoor activities, such as skiing, snowboarding, hiking, hunting, fishing and adventure travel. Sportswear We design, develop, market and distribute sportswear products for men, women and youth under our Columbia and Mountain Hardwear brands. Our sportswear products incorporate various...

  • Page 10
    ... gloves. These products incorporate many of our performance technologies and complement our apparel and footwear collections to protect consumers during a multitude of outdoor activities in virtually any climate. We also design, develop, market and distribute a line of Mountain Hardwear accessories...

  • Page 11
    ... direct-to-consumer channels. As of December 31, 2010, we operated 41 outlet retail stores and 8 branded retail stores in various locations in the United States as well as three e-commerce websites, www.columbia.com, www.mountainhardwear.com and www.sorel.com. We plan to begin selling our Montrail...

  • Page 12
    ... Australia, New Zealand, Latin America and Asia. In addition, as of December 31, 2010, we operated 40 branded retail stores and 13 outlet retail stores in Japan and Korea within our LAAP region. We also sell Columbia, Mountain Hardwear, Sorel and Montrail products through e-commerce websites...

  • Page 13
    ... benefits, innovative technologies and styling of our products. We rely most heavily on advertising distributed through the Internet, including e-commerce and social media sites; television and print publications; consumer-focused and customer-focused events; branded retail stores in selected...

  • Page 14
    ... order to manage inventory risk, we use incentive discounts to encourage our wholesale customers and distributors to place advance orders at least six months in advance of scheduled delivery. We use those advance orders, together with forecasted demand from our direct-to-consumer operations, market...

  • Page 15
    ... retail stores in outlet malls and key metropolitan markets, as well as competitors who sell product online. We believe that the primary competitive factors in the market for active outerwear, sportswear, footwear, accessories and equipment are brand strength, product innovation, product design...

  • Page 16
    ...rights to product improvements or developments through internal research, joint developments, acquisitions or licenses. However, these innovations and developments may not be profitable or have the desired effect of increasing demand for our products. The failure to implement our business strategies...

  • Page 17
    ... violates labor or other laws, or engages in practices that are not generally accepted as ethical in our key markets, we may be subject to production disruptions or significant negative publicity that could result in long-term damage to our brand images, consumer demand for our products may...

  • Page 18
    ... of operations or cash flows. Attracting superior retail channel partners and improving the sales productivity of our customers each depend on various factors, including the strength of our brand names, our ability to design and source innovative products, competitive conditions, the availability of...

  • Page 19
    ...from design to distribution and sales, and are used as a method of communication among employees, with our subsidiaries and liaison offices overseas and with our customers and retail stores. We also rely on our information systems to allocate resources, manage product data, develop demand and supply...

  • Page 20
    ... at discounted prices through discount direct-to-consumer channels, which could have a material adverse effect on our brand image, financial condition, results of operations or cash flows. Conversely, if we underestimate demand for our products or if our independent factories are unable to supply...

  • Page 21
    ... threat by marketing apparel, footwear and equipment under their own private labels. For example, in the United States, several of our largest customers have developed significant private label brands during the past decade that compete directly with our products. These retailers have assumed...

  • Page 22
    ... downturns and economic uncertainty generally affect global credit markets. Our vendors, customers and other participants in our supply chain may require access to credit markets in order to do business. Credit market conditions may slow our collection efforts as customers find it more difficult...

  • Page 23
    ... face risks because our business requires us and our customers to anticipate consumer preferences. Our decisions about product designs often are made far in advance of consumer acceptance. Although we try to manage our inventory risk through early order commitments by retailers, we must generally...

  • Page 24
    ... those involved in shipping product to and from our distribution facilities. In the United States, we rely primarily on our distribution centers in Portland, Oregon and Robards, Kentucky; in Canada, we rely primarily on our distribution facilities in Strathroy, Ontario; and in Europe, we rely...

  • Page 25
    ... on our ability to source and distribute products in a timely manner. Labor disputes at independent factories where our goods are produced, shipping ports, transportation carriers, retail stores or distribution centers create significant risks for our business, particularly if these disputes result...

  • Page 26
    ...or leased by us. Corporate Headquarters: Portland, Oregon (1 location)-owned U.S. Distribution Facilities: Portland, Oregon (1 location)-owned Robards, Kentucky (1 location)-owned Canadian Operation and Distribution Facilities (1): Strathroy, Ontario (2 locations)-1 owned, 1 leased (1) Lease expires...

  • Page 27
    ... 47 46 55 39 Chairman of the Board (1) President, Chief Executive Officer, Director (1) Vice President of Global Innovation Vice President of Retail Vice President of Global Footwear Sales Senior Vice President of Legal and Corporate Affairs, General Counsel and Secretary (1) Senior Vice President...

  • Page 28
    ... held a variety of sales management and sales leadership roles at NIKE, Inc. Peter J. Bragdon became Vice President and General Counsel, Secretary of Columbia in July 2004 and was named Senior Vice President of Legal and Corporate Affairs, General Counsel and Secretary in January 2010. From 1999 to...

  • Page 29
    ... to 1998, Ms. Parham held several leadership positions at NIKE, Inc., including Director of U.S. Apparel Merchandising and General Merchandising Manager of Nike Retail. Susan G. Popp joined Columbia in April 1997 as Human Resources Manager and was named Human Resources Director in May 2004. In March...

  • Page 30
    ...Select Market and trades under the symbol "COLM." At February 25, 2011, we had approximately 440 shareholders of record. Following are the quarterly high and low closing prices for our Common Stock for the years ended December 31, 2010 and 2009: HIGH LOW DIVIDENDS DECLARED 2010 First Quarter ...$53...

  • Page 31
    .... Columbia Sportswear Company Stock Price Performance December 31, 2005-December 31, 2010 $160 $140 $120 $100 $80 $60 $40 $20 $0 12/31/2005 12/31/2006 Columbia Sportswear Co. 12/31/2007 12/31/2008 12/31/2009 12/31/2010 S&P 400 Mid-Cap Index Russell 3000 Textiles Apparel Mfrs. Total Return Analysis...

  • Page 32
    ...elsewhere in this annual report and Management's Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7. 2010 Year Ended December 31, 2009 2008 2007 (In thousands, except per share amounts) 2006 Statement of Operations Data: Net sales ...Net income ...Per Share...

  • Page 33
    ...we design, source, market and distribute active outdoor apparel, footwear, accessories and equipment under the Columbia, Mountain Hardwear, Sorel and Montrail brands. Our products are sold through a mix of wholesale distribution channels, independent distributors, our own direct-to-consumer channels...

  • Page 34
    ... our focus on product innovation; Built a multi-channel direct-to-consumer platform, including expanded retail store and e-commerce operations; Refocused our marketing efforts behind new brand campaigns and media strategies for each of our major brands; and Restructured our sales organizations to...

  • Page 35
    ...footwear, outerwear and accessories and equipment. By brand, the spring wholesale backlog increase was led by the Columbia brand, followed by the Sorel brand and the Mountain Hardwear brand. Wholesale backlog does not include anticipated sales to consumers through our own direct-to-consumer channels...

  • Page 36
    ... 2010 from $736.9 million in 2009. The increase in net sales in the United States by product category was led by outerwear, followed by sportswear, footwear and accessories and equipment. The net sales increase by channel was led by our wholesale business, followed by our direct-to-consumer business...

  • Page 37
    ... in 2009. The increase in sportswear net sales was primarily concentrated in the Columbia brand and was led by the United States, followed by the LAAP region, EMEA region and Canada. The sportswear net sales increase in the United States was led by our wholesale business, followed by our direct-to...

  • Page 38
    ...19% The net sales increase by brand in 2010 compared to 2009 was primarily concentrated in the Columbia brand, followed by the Sorel and Mountain Hardwear brands. The Columbia brand net sales increased across all product categories, led by sportswear, followed by outerwear, footwear and accessories...

  • Page 39
    ... increased net sales in the United States and the LAAP region. By product category, the reduction in net sales was led by sportswear, followed by outerwear and footwear, partially offset by increased net sales of accessories and equipment. Sales by Geographic Region Year Ended December 31, 2009 2008...

  • Page 40
    ...our retail channels was partially offset by a net sales decrease in our wholesale business. During 2009, we opened 11 new outlet retail stores in the United States, ending the year with 39 outlet retail stores and 6 branded retail stores. In addition, we launched e-commerce websites for the Columbia...

  • Page 41
    ...of Columbia-branded sportswear to lower initial order volumes. Net sales of footwear decreased $2.6 million, or 1%, to $214.6 million in 2009 from $217.2 million in 2008. The decrease in footwear net sales was concentrated in the EMEA distributor business, followed by the United States wholesale and...

  • Page 42
    ...due to a larger volume of excess fall 2010 inventory designated for sale primarily through our own outlet retail stores compared to fall 2009 inventory, earlier receipt of spring 2011 inventory compared to spring 2010 inventory, increased 2010 replenishment inventory compared to 2009 and incremental...

  • Page 43
    ... outdoor apparel industry, and have historically resulted in higher sales and profits in the third and fourth calendar quarters. This pattern has resulted primarily from the timing of shipments of fall season products to wholesale customers and proportionally higher sales from our direct-to-consumer...

  • Page 44
    ... assess these risks and have established policies and business practices designed to result in an appropriate level of protection against an adverse effect of these risks. We do not engage in speculative trading in any financial or capital market. Our primary exchange rate risk management objective...

  • Page 45
    ... We record wholesale, e-commerce and licensed product revenues when title passes and the risks and rewards of ownership have passed to the customer. Title generally passes upon shipment to or upon receipt by the customer depending on the terms of sale with the customer. Retail store revenues are...

  • Page 46
    ... value and is recognized as expense over the requisite service period using the straight-line attribution method. We estimate stock-based compensation for stock awards granted using the Black-Scholes option pricing model, which requires various highly subjective assumptions, including volatility and...

  • Page 47
    .... Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our management is responsible for the information and representations contained in this report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which...

  • Page 48
    ...INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders Columbia Sportswear Company Portland, Oregon We have audited the accompanying consolidated balance sheets of Columbia Sportswear Company and subsidiaries (the "Company") as of December 31, 2010 and 2009, and the...

  • Page 49
    COLUMBIA SPORTSWEAR COMPANY CONSOLIDATED BALANCE SHEETS (In thousands) December 31, 2010 2009 ASSETS Current Assets: Cash and cash equivalents ...Short-term investments ...Accounts receivable, net (Note 4) ...Inventories, net...Total shareholders' equity ...Total liabilities and shareholders' equity...

  • Page 50
    COLUMBIA SPORTSWEAR COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2010 2009 2008 Net sales ...Cost of sales ...Gross profit ...Selling, general, and administrative expenses ...Impairment of acquired intangible assets (Note 7) ...Net ...

  • Page 51
    COLUMBIA SPORTSWEAR COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2010 2009 2008 Cash flows from operating activities: Net income ...Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ...Loss on ...

  • Page 52
    ...under employee stock plans, net ...Tax adjustment from stock plans ...Stock-based compensation expense ...Repurchase of common stock ...BALANCE, DECEMBER 31, 2009 ...Components of comprehensive income: Net income ...Cash dividends ($2.24 per share) ...Unrealized holding losses on available-for-sales...

  • Page 53
    ...the business: Columbia Sportswear Company is a global leader in the design, development, marketing and distribution of active outdoor apparel, ... principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts ...

  • Page 54
    ... and maintenance costs are expensed as incurred. Internal and external costs directly related to the development of internal-use software during the application development stage, including costs incurred for third party contractors and employee compensation, are capitalized and depreciated over...

  • Page 55
    COLUMBIA SPORTSWEAR COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) trademarks and trade names. Substantially all of the Company's goodwill is recorded in the United States segment and impairment testing for goodwill is performed at the reporting unit level. In the impairment test for...

  • Page 56
    ... Company records wholesale, e-commerce and licensed product revenues when title passes and the risks and rewards of ownership have passed to the customer. Title generally passes upon shipment to, or upon receipt by, the customer depending on the terms of sale with the customer. Retail store revenues...

  • Page 57
    ... years ended December 31, 2010, 2009 and 2008, respectively. Through cooperative advertising programs, the Company reimburses its wholesale customers for some of their costs of advertising the Company's products based on various criteria, including the value of purchases from the Company and various...

  • Page 58
    ... revenues for any of the years ended December 31, 2010, 2009 or 2008. Derivatives The Company uses derivative instruments primarily to hedge the exchange rate risk of anticipated transactions denominated in non-functional currencies that are designated and qualify as cash flow hedges. From time to...

  • Page 59
    ... and supplier concentrations: The Company's products are produced by independent factories located outside the United States, principally in Southeast Asia. Apparel is manufactured in more than 13 countries, with Vietnam and China accounting for approximately 68% of 2010 global apparel production...

  • Page 60
    ...Trademarks and trade names ...Identifiable intangible assets, net ... $14,198 $(1,196) $13,002 $ 898 $(643) $ 255 27,421 27,421 $40,423 26,872 26,872 $27,127 On September 1, 2010, the Company acquired OutDry Technologies S.r.l., which included patents, purchased technology and trademarks...

  • Page 61
    ... purchase of inventory through import letters of credit. The Company has available unsecured and uncommitted import letters of credit in the aggregate amount of $25,000,000 subject to annual renewal. At December 31, 2010, the Company had outstanding letters of credit of $439,000 for purchase orders...

  • Page 62
    COLUMBIA SPORTSWEAR COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) NOTE 9-ACCRUED LIABILITIES Accrued liabilities consisted of the following (in thousands): December 31, 2010 2009 Accrued salaries, bonus, vacation and other benefits ...Accrued import duties ...Product warranties ......

  • Page 63
    ...reported in the financial statements: Year Ended December 31, 2010 2009 2008 (percent of income) Provision for federal income taxes at the statutory rate ...State and local income taxes, net...The Company had net operating loss carryforwards at December 31, 2010 and 2009 in certain international tax ...

  • Page 64
    ... such major jurisdictions as Canada, China, France, Germany, Hong Kong, Italy, Japan, South Korea, Switzerland, the United Kingdom and the United States. The Company has effectively settled U.S. tax examinations of all years through 2005. Internationally, the Company has effectively settled French...

  • Page 65
    ... December 31, 2010, 2009 and 2008, respectively. Deferred Compensation Plan The Company sponsors a nonqualified retirement savings plan for certain senior management employees whose contributions to the tax qualified 401(k) plan would be limited by provisions of the Internal Revenue Code. This plan...

  • Page 66
    COLUMBIA SPORTSWEAR COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) NOTE 13-COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases, among other things, retail space, office space, warehouse facilities, storage space, vehicles and equipment. Generally, the base lease terms ...

  • Page 67
    ... licensees in connection with the use, sale and/or license of Company products, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, (iii) indemnities to customers, vendors and service providers pertaining to claims based on...

  • Page 68
    ... 31, 2010, 2009 and 2008, respectively. Stock Options Options to purchase the Company's common stock are granted at exercise prices equal to or greater than the fair market value of the Company's common stock on the date of grant. Options granted after 2000 and before 2009 generally vest and become...

  • Page 69
    ... grant. Service-based restricted stock units granted after 2008 generally vest over a period of four years. Performance-based restricted stock units are granted at no cost to certain members of the Company's senior executive team, excluding the Chairman and the President and Chief Executive Officer...

  • Page 70
    ... the Black-Scholes model to compute the discount are the vesting period, expected annual dividend yield and closing price of the Company's common stock on the date of grant. The following table presents the weighted average assumptions for the years ended December 31: 2010 2009 2008 Vesting period...

  • Page 71
    ...98 1.97 $ 34,610 101 34,711 2.75 2.74 Stock options and service-based restricted stock units representing 480,707, 1,562,064 and 1,410,849 shares of common stock for the years ended December 31, 2010, 2009 and 2008, respectively, were outstanding but were excluded in the computation of diluted EPS...

  • Page 72
    ... transactions and unrealized gains and losses on available-for-sale securities. A summary of comprehensive income, net of related tax effects, for the year ended December 31, is as follows (in thousands): 2010 2009 2008 Net income ...Other comprehensive income (loss): Unrealized holding gains...

  • Page 73
    ... and (4) Canada, which are reflective of the Company's internal organization, management, and oversight structure. Each geographic segment operates predominantly in one industry: the design, development, marketing and distribution of active outdoor apparel, including outerwear, sportswear, footwear...

  • Page 74
    COLUMBIA SPORTSWEAR COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 2010 2009 2008 Assets: United States ...LAAP ...EMEA ...Canada ...Total identifiable assets ...Eliminations and reclassifications ...Net sales by product category: Outerwear ...Sportswear ...Footwear ...Accessories ...

  • Page 75
    ... Statements of Cash Flows based on their respective balance sheet classifications. The Company uses derivative instruments not formally designated as hedges to manage the exchange rate risk associated with both the remeasurement of monetary assets and liabilities and anticipated transactions...

  • Page 76
    COLUMBIA SPORTSWEAR COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table presents the balance sheet classification and fair value of derivative instruments (in thousands): Balance Sheet Classification December 31, 2010 2009 Derivative instruments designated as cash ...

  • Page 77
    ...prices in active markets, which are observable, either directly or indirectly; or observable market prices in markets with insufficient volume and/ or infrequent transactions; and unobservable inputs for which there is little or no market data available, which require the reporting entity to develop...

  • Page 78
    ... real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from inputs, other than quoted market prices in active markets, that are directly or indirectly observable in the marketplace and quoted prices in markets with limited...

  • Page 79
    ... to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Design and Evaluation of Internal Control Over Financial Reporting Report of Management Our management is responsible for establishing...

  • Page 80
    ... that, as of December 31, 2010, the Company's internal control over financial reporting is effective based on those criteria. There has been no change in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, 2010 that has materially affected, or is...

  • Page 81
    ... of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders Columbia Sportswear Company Portland, Oregon We have audited the internal control over financial reporting of Columbia Sportswear Company and subsidiaries (the "Company") as of December 31, 2010, based on...

  • Page 82
    ... III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The sections of our 2011 Proxy Statement entitled "Election of Directors," "Corporate Governance-Code of Business Conduct and Ethics," "Corporate Governance-Board Committees," "Corporate Governance- Director Nomination Policy," and...

  • Page 83
    ...," "Corporate Governance-Related Transactions Approval Process," and "Corporate Governance-Independence" are incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The sections of our 2011 Proxy Statement entitled "Ratification of Selection of Independent Registered Public...

  • Page 84
    PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE (a)(1) and (a)(2) Financial Statements. The Financial Statements of Columbia and Supplementary Data filed as part of this Annual Report on Form 10-K are on pages 36 to 59 of this Annual Report. (b) See Exhibit Index beginning on page 64 for ...

  • Page 85
    ...BOYLE Timothy P. Boyle President and Chief Executive Officer and Director (Principal Executive Officer) Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Chairman of the Board of Directors /s/ THOMAS B. CUSICK Thomas B. Cusick /s/ GERTRUDE...

  • Page 86
    ...this Annual Report on Form 10-K and Columbia's other public filings, which are available without charge through the SEC's website at http://www.sec.gov. Exhibit No. Exhibit Name 3.1 Third Restated Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company's Quarterly Report...

  • Page 87
    ... Form of Indemnity Agreement for Directors 1999 Employee Stock Purchase Plan, as amended (incorporated by reference to exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001) (File No. 000-23939) Executive Incentive Compensation Plan, as amended (incorporated...