Under Armour 2007 Annual Report Download

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ANNUAL REPORT
2007

Table of contents

  • Page 1
    2007 ANNUAL REPORT

  • Page 2

  • Page 3
    ... innovative performance products that will further strengthen our position as the market leader. S D We believe the investments we are making will help generate large, scalable businesses in new categories such as footwear and new regions like Europe. We are building an infrastructure to support...

  • Page 4
    ...Compound Annual Growth Rate based on fiscal year 2002 net revenues of $49,550 NET REVENUES BY PRODUCT CATEGORY YEAR 2007 4.8% 6.7% 8.0% 4.0% 57.4% 19.1% Men's Apparel Women's Apparel Youth Apparel Footwear Accessories License Revenues 57.4% 19.1% 8.0% 6.7% 4.8% 4.0% INCOME FROM OPERATIONS IN...

  • Page 5
    I CAN HIT 40, STEAL 40 AND THROW A LASER TO SIT YOU DOWN. I AM ALFONSO SORIANO. I AM THE NEW PROTOTYPE. .

  • Page 6
    I EVERY MINUTE OF EVERY DAY, I'M PREPARING TO DOMINATE. THAT'S A SHAME FOR MY OPPONENTS. I AM RAY LEWIS. I AM THE NEW PROTOTYPE. FOR WHEN IT'S HOT. KEEPING ATHLETES COOL, LIGHT AND DRY.

  • Page 7
    ... Baltimore, Maryland 21230 (Address of principal executive offices) (Zip Code) (410) 454-6428 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock New York Stock Exchange (Title of each class) (Name of each exchange...

  • Page 8
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  • Page 9
    ...Customers ...Product Licensing ...International Revenues ...Seasonality ...Product Design and Development ...Sourcing, Manufacturing and Quality Assurance ...Distribution and Inventory Management ...Intellectual Property ...Competition ...Employees ...Available Information ...Item 1A. Risk Factors...

  • Page 10
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  • Page 11
    ...primarily from wholesale distribution to retail stores. We also derive revenue from product licensing, the sale of our products direct to athletes and teams and direct to consumer sales through our own retail stores, website and toll-free call center. During 2007, our net revenues grew approximately...

  • Page 12
    ... eyewear; and Geneva Watch Group, which manufacturers Under Armour watches. Under Armour product, marketing and sales teams are actively involved in all steps of the design process in order to maintain brand standards and consistency. Net revenues generated from the sale of performance bags, socks...

  • Page 13
    ...We supply uniforms, sideline apparel and fan gear for these teams. Under Armour also signed an agreement in August 2006 to be an official supplier of footwear to the National Football League ("NFL"), a step we took to complete the circle of authenticity from the Friday night lights of high school to...

  • Page 14
    ... authentic athletic brand for female athletes who play team sports. Additionally, we have developed co-branded commercials with retail partner Dick's Sporting Goods to promote Under Armour around the holiday season. Our ability to secure product placement in movies, television shows and video games...

  • Page 15
    ...call center, and discounted sales through our own retail outlet stores. In addition, in November 2007, we opened our first branded, full-price retail store located in Annapolis, Maryland. Product Licensing In addition to generating revenues through wholesale distribution and direct to consumer sales...

  • Page 16
    ..., we opened our European headquarters in Amsterdam, The Netherlands from which our European sales, marketing and logistics functions are conducted (see Note 16 to the Consolidated Financial Statements for consolidated net revenues for each of the last three years attributed to the United States and...

  • Page 17
    ...high-profile athletes, leagues and teams. While the apparel products manufactured in the quick turn, Special Make-Up Shop represent an immaterial portion of our total net revenues, we believe the facility helps us to provide superior service to select customers. Distribution and Inventory Management...

  • Page 18
    ... to protect our inventions and designs, and we expect the number of applications to grow as our business grows and as we continue to innovate in a range of product categories. Competition The market for performance athletic apparel and footwear is highly competitive and includes many new competitors...

  • Page 19
    ... and across a larger customer base than ours. The purchasing decisions of consumers for our products also often reflect highly subjective preferences that can be influenced by many factors, including advertising, media, product sponsorships, product improvements and changing styles. Employees As of...

  • Page 20
    ... described in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These factors include without limitation our ability to manage our growth effectively; our ability to develop and introduce effectively new and updated products; our ability to...

  • Page 21
    ... operations continue to grow, we could be required to continue to expand our sales and marketing, product development and distribution functions, to upgrade our management information systems, other processes and technology, and to obtain more space to support our expanding workforce. This expansion...

  • Page 22
    .... We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively than we can, resulting in a loss of our market share and a decrease in our revenues and gross profit. The market for performance athletic apparel and footwear...

  • Page 23
    ... the display and sale of those products. Our inability to compete successfully against our competitors and maintain our gross margin could have a material adverse effect on our business, financial condition and results of operations. We rely significantly on information technology and any failure...

  • Page 24
    ... delays, interruption or increased costs in the supply of fabric or manufacture of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short and long-term. In addition, there can...

  • Page 25
    ...goods sold, results of operations and financial condition. Sponsorships and designations as an official supplier may become more expensive and this could impact the value of our brand image. A key element of our marketing strategy has been to create a link in the consumer market between our products...

  • Page 26
    ...those athletes, teams or leagues could also harm our brand image and result in a material decrease in our net revenues and net income, which could have a material adverse effect on our financial condition and liquidity. Our international operations and the operations of many of our manufacturers are...

  • Page 27
    ... business, operations, financial condition and liquidity. In addition, because our senior secured credit facility bears interest at variable interest rates, which we do not anticipate hedging against, increases in interest rates would increase our cost of borrowing, resulting in a decline in our net...

  • Page 28
    ... management, technical, sales and customer support personnel that are critical to our success, which could result in harm to key customer relationships, loss of key information, expertise or know-how and unanticipated recruitment and training costs. If we are unable to attract and retain new team...

  • Page 29
    ...adverse effect on our results of operations, liquidity and financial condition. Our failure to protect our intellectual property rights could diminish the value of our brand, weaken our competitive position and reduce our revenues. We currently rely on a combination of copyright, trademark and trade...

  • Page 30
    ...of the Board of Directors Executive Vice President and Chief Financial Officer Vice President of Brand Chief Supply Chain Officer Senior Vice President of Outdoor Senior Vice President of Sports Marketing Senior Vice President of Apparel President and Managing Director, Under Armour Europe B.V. Vice...

  • Page 31
    ... Company's global sales strategy. Prior to his tenure at Puma, Mr. Mahrer held executive positions at adidas AG from 1994 to 2000, including head of the Global Football unit from 1994 to 1999 where he was responsible for development and implementation of all product categories and sports marketing...

  • Page 32
    ... and Director of Global Apparel and Licensing from May 2002 to September 2003. Prior to joining our Company, Mr. Peck served as the Global Product Line Manager from 2000 to 2002 and SMU Product Line Manager from 1999 to 2000 of adidas AG. J. Scott Plank has been Senior Vice President of Retail of...

  • Page 33
    ... PURCHASES OF EQUITY SECURITIES Under Armour's Class A Common Stock was traded on the NASDAQ National Market under the symbol "UARM" from November 18, 2005 until December 18, 2006. Since December 18, 2006, Under Armour's Class A Common Stock has been traded on the New York Stock Exchange ("NYSE...

  • Page 34
    ... unrestricted shares of our Class A Common Stock, restricted stock units and other equity awards (see Note 12 to the Consolidated Financial Statements for information required by this Item regarding the material features of each such plan). The number of securities issued under equity compensation...

  • Page 35
    of trading. If the initial value in Under Armour Class A Common Stock was the initial public offering price of $13.00, the cumulative total return of the initial investment of $100 on November 18, 2005 would be $294.69, $388.08 and $335.92 as of December 31, 2005, 2006 and 2007, respectively. The ...

  • Page 36
    ..., and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Form 10-K. (In thousands, except per share amounts) 2007 Year Ended December 31, 2006 2005 2004 2003 Statements of Income data: Net revenues ...Cost of goods sold ...Gross profit...

  • Page 37
    ...Financial Data," and "Business." Overview We are a leading developer, marketer and distributor of branded performance apparel, footwear and accessories for men, women and youth. Since our incorporation in 1996, we have grown and reinforced our brand name and image through sales to athletes and teams...

  • Page 38
    ... costs relating to our direct to consumer sales, which includes our website, catalog and retail stores. Product innovation and supply chain costs include our apparel and footwear product creation and development costs, distribution facility operating costs, and related payroll. Corporate services...

  • Page 39
    ...was the result of increases in both our net sales and license revenues as noted in the product category table below. (In thousands) 2007 Year Ended December 31, 2006 $ Change % Change Men's ...Women's ...Youth ...Apparel ...Footwear ...Accessories ...Total net sales ...License revenues ...Total net...

  • Page 40
    ... in net sales primarily reflects: • continued unit volume growth of our existing apparel products, such as compression, training and golf products, primarily sold to existing retail customers due to additional retail stores and expanded floor space, while pricing of existing apparel products...

  • Page 41
    ...personnel and operating costs incurred to support our growth in net revenues and higher personnel costs for the sourcing and design of our expanding footwear and apparel lines. As a percentage of net revenues, product innovation and supply chain costs decreased to 8.2% for the year ended December 31...

  • Page 42
    ... the result of increases in both our net sales and license revenues as noted in the product category table below. Year Ended December 31, 2005 $ Change (In thousands) 2006 % Change Men's ...Women's ...Youth ...Apparel ...Footwear ...Accessories ...Total net sales ...License revenues ...Total net...

  • Page 43
    ... additional trade show and sales meeting expenditures. As a percentage of net revenues, selling costs increased to 7.6% in 2006 from 6.6% in 2005 primarily due to our international growth initiatives and the continued development of our retail outlet stores. Product innovation and supply chain costs...

  • Page 44
    ... program, improvements and expansion of our distribution and corporate facilities to support our growth, leasehold improvements to our new retail stores, the investment in a company-wide ERP system and our new warehouse management system implementation. Cash and cash equivalents decreased to $40...

  • Page 45
    ... price. In addition, our inventory strategy included shipping seasonal product at the start of the shipping window in order to maximize the productivity of our floor sets and earmarking any seasonal excess for our retail outlet stores. In 2008, we plan to continue to focus on meeting consumer demand...

  • Page 46
    ... new retail outlet stores. The new ERP system became operational in April 2006. From time to time, we invest a portion of our available cash and cash equivalents in short-term investments, which consist of auction rate municipal bonds. These investments have stated maturities of 14 to 42 years and...

  • Page 47
    ... years and provides for a revolving credit line of up to $100.0 million based on our domestic inventory and accounts receivable balances and may be used for working capital and general corporate purposes. This financing agreement is collateralized by substantially all of our domestic assets, other...

  • Page 48
    ...the critical accounting policies that are necessary to understand and evaluate our reported financial results. Revenue Recognition Net revenues consist of both net sales and license revenues. Net sales are recognized upon transfer of ownership, including passage of title to the customer and transfer...

  • Page 49
    ... of sale (e.g. at our retail stores). We may also ship product directly from our supplier to the customer and recognize revenue when the product is delivered to and accepted by the customer. Net sales are recorded net of reserves for returns and certain sales allowances. Such returns and allowances...

  • Page 50
    ... of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future (see Note 2 to the Consolidated Financial Statements for a further discussion on stock-based compensation). New Accounting...

  • Page 51
    ... to the Consolidated Financial Statements for a further discussion on FIN 48). Quantitative and Qualitative Disclosure about Market Risk Foreign Currency Exchange and Foreign Currency Risk Management and Derivatives We currently generate a small amount of our consolidated net revenues in Canada and...

  • Page 52
    ... prices of our products do not increase with these increased costs. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK See "Quantitative and Qualitative Disclosure about Market Risk" under Item 7. "Management's Discussion and Analysis of Financial Conditions and Results of Operations...

  • Page 53
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Management on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. We conducted an evaluation of the effectiveness of ...

  • Page 54
    ... for share based compensation as of January 1, 2006. As discussed in Note 11 to the consolidated financial statements, the Company changed the manner in which it accounts for uncertain tax positions as of January 1, 2007. A company's internal control over financial reporting is a process designed to...

  • Page 55
    Under Armour, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except share data) December 31, 2007 2006 Assets Current assets Cash and cash equivalents ...Accounts receivable, net of allowance for doubtful accounts of $1,112 and $884 as of December 31, 2007 and 2006, respectively ...

  • Page 56
    Under Armour, Inc. and Subsidiaries Consolidated Statements of Income (In thousands, except per share amounts) Year Ended December 31, 2007 2006 2005 Net revenues ...Cost of goods sold ...Gross profit ...Operating expenses Selling, general and administrative expenses ...Income from operations ......

  • Page 57
    Under Armour, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity and Comprehensive Income (In thousands) Class A Common Stock Shares Accum Convertible ulated Common Stock Notes Other Held by Rosewood Additional Unearned Receivable CompreCompreTotal Entities Paid-In Retained ...

  • Page 58
    ...,824) (12,000) 56,989 (59) 61,892 1,085 End of year ...$ 40,588 $ 70,655 $ 62,977 Non-cash financing and investing activities Fair market value of shares withheld in consideration of employee tax obligations relative to stock-based compensation ...$ - $ 734 $ - Accretion of and cumulative preferred...

  • Page 59
    ... to the Consolidated Financial Statements 1. Description of the Business Under Armour, Inc. is a developer, marketer and distributor of branded performance apparel, footwear and accessories for men, women and youth. Sales are targeted to athletes and teams at all levels, from youth to professional...

  • Page 60
    ... tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the consolidated statements of income. Property...

  • Page 61
    ...), net on the consolidated statements of income. Derivatives The Company uses derivative financial instruments in the form of foreign currency forward contracts to minimize the risk associated with foreign currency exchange rate fluctuations. The Company accounts for derivative financial instruments...

  • Page 62
    ... upon shipment of licensed products sold by our licensees. Sales taxes imposed on our revenues from product sales are presented on a net basis on the consolidated statements of income and therefore do not impact net revenues or cost of goods sold. Advertising Costs Advertising costs are charged to...

  • Page 63
    ... these plans). The Company generally issues new common shares of Class A Common Stock upon exercise of stock options, grant of restricted stock or share unit conversion. Prior to January 1, 2006, the Company accounted for grants of stock-based compensation awards to employees and directors using the...

  • Page 64
    ... to account for all stock-based compensation awards granted to employees and directors at fair value in accordance with SFAS 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure ("SFAS 148"), net income and earnings per share for the years ended December...

  • Page 65
    ... at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Fair Value of Financial Instruments The carrying amounts shown for the Company's cash and cash equivalents, accounts...

  • Page 66
    ... and disclosure of tax return positions in the financial statements. FIN 48 was effective for the first reporting period beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to the beginning balance of retained earnings in the...

  • Page 67
    ...consideration for the NFL Agreement, which expires in March 2012, the Company issued to NFL Properties fully vested and non-forfeitable warrants to purchase 480.0 thousand shares of the Company's Class A Common Stock. The resulting $8.5 million intangible asset was determined based on the fair value...

  • Page 68
    ... to the revolving credit facilities. Under this agreement the Company borrowed $1.3 million for the purchase of qualifying furniture and fixtures. The interest rate was 7.0% annually, and principal and interest payments were due monthly through February 2006. The outstanding principal balance was...

  • Page 69
    ...for the years ended December 31, 2007, 2006 and 2005 was $8.5 million, $5.4 million and $3.2 million, respectively, under the operating lease agreements. The following summarizes the Company's assets under capital lease agreements: (In thousands) December 31, 2007 2006 Office equipment ...Furniture...

  • Page 70
    ... to its business. Management believes that the ultimate resolution of any such current proceedings and claims will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. Certain key executives are party to agreements with the...

  • Page 71
    ... with a stock sale. Stock Split In March 2005, a three for one stock split was approved for all authorized, issued, and outstanding shares of Class A Common Stock, with an effective date of May 3, 2005. All Class A Common Stock shares presented in the consolidated financial statements and the...

  • Page 72
    ... stated redemption value of $10 per share compounded annually if declared by the Board of Directors. The Series A Preferred Stock was redeemable at the option of the holders in September 2008 at a redemption price of $10 per share, plus 125% of accrued but unpaid dividends plus 25% of any previously...

  • Page 73
    ... tax asset State tax credits, net of federal tax impact ...Tax basis inventory adjustment ...Inventory obsolescence reserves ...Allowance for doubtful accounts and other reserves ...Subsidiary net operating loss ...Stock-based compensation ...Intangible asset ...Other ...Total deferred tax assets...

  • Page 74
    ... next twelve months as a result of the possible expiration of certain statutes of limitations for particular tax positions. 12. Stock-Based Compensation Stock Compensation Plans The Company's Board of Directors and stockholders approved the Under Armour, Inc. 2005 Omnibus Long-Term Incentive Plan...

  • Page 75
    ... effective on May 31, 2006. The 2006 Director Compensation Plan provides for cash compensation and awards of stock options and restricted stock units to non-employee directors of the Company under the 2005 Plan. Non-employee directors have the option to defer the value of their annual cash retainers...

  • Page 76
    ... Stock and Restricted Stock Units A summary of the Company's restricted stock and restricted stock units as of December 31, 2007, 2006, and 2005, and changes during the years then ended is presented below: Year Ended December 31, 2007 Number of Weighted Restricted Average Shares Price 2006 Number...

  • Page 77
    ... Common Stock are not an investment option in this plan. Effective June 1, 2007, the Company's Board of Directors approved a new Deferred Compensation Plan. This plan allows a select group of management or highly compensated employees as approved by the Compensation Committee, to make an annual base...

  • Page 78
    ... consumer products industry in which the Company develops, markets, and distributes branded performance apparel, footwear and accessories. Based on the nature of the financial information that is received by the chief operating decision maker, the Company operates within one operating and reportable...

  • Page 79
    ... are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as...

  • Page 80
    ... herein from the 2008 Proxy Statement under the heading "TRANSACTIONS WITH RELATED PERSONS" and "CORPORATE GOVERNANCE AND RELATED MATTERS-Independence of Directors." ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated by reference herein from the...

  • Page 81
    ...Form 10-K: 1. Financial Statements: Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets as of December 31, 2007 and 2006 ...Consolidated Statements of Income for the Years Ended December 31, 2007, 2006 and 2005 ...Consolidated Statements of Stockholders' Equity and...

  • Page 82
    ...Agent and the Lenders that are party thereto and the Company dated December 22, 2006 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on December 28, 2006). Pledge Agreement by and between CIT Group/Commercial Services, Inc., in its capacity as agent for the Lenders...

  • Page 83
    ...2006 Non-Employee Director Deferred Stock Unit Plan (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed April 13, 2006).* List of Subsidiaries. Consent of PricewaterhouseCoopers LLP. Section 302 Chief Executive Officer Certification. Section 302 Chief Financial Officer...

  • Page 84
    ... authorized. UNDER ARMOUR, INC. By: /s/ KEVIN A. PLANK Kevin A. Plank President, Chief Executive Officer and Chairman of the Board of Directors Dated: February 22, 2008 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf...

  • Page 85
    ...For the year ended December 31, 2007 ...For the year ended December 31, 2006 ...For the year ended December 31, 2005 ...Allowance for doubtful accounts For the year ended December 31, 2007 ...For the year ended December 31, 2006 ...For the year ended December 31, 2005 ...Sales returns, markdowns and...

  • Page 86
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  • Page 87
    I TRAIN TO BOOST HIGHER OUT OF THE PIPE THAN ANY OTHER WOMAN ON THE PLANET. I AM JEN HUDAK. I AM THE NEW PROTOTYPE. FOR WHEN IT'S COLD. KEEPING ATHLETES WARM, LIGHT AND DRY.

  • Page 88
    I TRAIN TO BE FASTER AND STRONGER THAN MY CAR, NOT THE OTHER DRIVERS. I AM CARL EDWARDS. I AM THE NEW PROTOTYPE. FOR WHEN IT'S HOT. LIGHT KEEPING ATHLETES COOL, AND DRY. I

  • Page 89
    S. I AM A NATIONAL CHAMPION AND A WORLD CHAMPION. I TRAIN TO BRING HOME THE GOLD. I AM KIMMIE MEISSNER. I AM THE NEW PROTOTYPE. FOR WHEN IT'S HOT. KEEPING ATHLETES COOL, LIGHT AND DRY.

  • Page 90
    ® AT MY MOST IMPORTANT JOB INTERVIEW, THE NFL COMBINE: I RAN A 4.38 40. I HAD A 42" VERTICAL. I BENCHED 225 LBS. 33 TIMES. I AM VERNON DAVIS. I AM THE NEW PROTOTYPE. FOR WHEN IT'S HOT. AND KEEPING ATHLETES COOL, LIGHT DRY.

  • Page 91
    ..., TECHNICAL SERVICES SUZANNE KARKUS SENIOR VICE PRESIDENT, APPAREL MARK R. KUHNS VICE PRESIDENT, E-COMMERCE Under Armour filed with the New York Stock Exchange (NYSE) on June 7, 2007, the Annual CEO Certification as required by the NYSE corporate governance listing standards. Under Armour has...

  • Page 92
    UNDER ARMOUR, INC. 1020 HULL STREET BALTIMORE, MARYLAND 21230 WWW.UNDERARMOUR.COM 1.888.4ARMOUR