Under Armour 2008 Annual Report Download

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RUN. TRAIN. BATTLE.
ANNUAL REPORT 2008

Table of contents

  • Page 1
    ANNUAL REPORT 2008 RUN. TRAIN. BATTLE.â„¢

  • Page 2
    ..., ranked #2. The Texas Tech Red Raiders finished 11-2, ranked #12. ATHLETES RUN.™ Launched the campaign promoting UA Running Footwear, continuing our strategic drive toward becoming athletes' chosen performance apparel & footwear brand. BRANDON JENNINGS POINT GUARD • VIRTUS ROMA X UA...

  • Page 3
    ...introduce new product categories in this market. Sales in our direct-to-consumer channel, which includes our online business, outlet stores, and four full price specialty stores, were up 56% Humble & Hungry, Kevin A. Plank Chief Executive Officer and Chairman of the Board of Directors Under Armour...

  • Page 4
    BRANDON JACOBS RUNNING BACK • NEW YORK GIANTS X UA SPECTRE

  • Page 5
    ... fiscal year 2003 net revenues of $115,419 5-YEAR COMPOUND ANNUAL GROWTH RATE - 50.5% *5-Year Compound Annual Growth Rate based on fiscal year 2003 income from operations of $9,953 NET REVENUES BY PRODUCT CATEGORY YEAR 2008 79 . 4.1 % 8% 4.4% Apparel Footwear Accessories License Revenues 79...

  • Page 6
    CAITLIN LOWE OUTFIELDER • USA SOFTBALL X UA LASER II TPU

  • 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
    ... 1. Business General ...Products ...Marketing and Promotion ...Customers ...Product Licensing ...International Revenues ...Seasonality ...Product Design and Development ...Sourcing, Manufacturing and Quality Assurance ...Distribution and Inventory Management ...Intellectual Property ...Competition...

  • Page 9
    PART I ITEM 1. General Our principal business activities are the development, marketing and distribution of branded performance apparel, footwear and accessories for men, women and youth. The brand's moisture-wicking synthetic fabrications are engineered in many designs and styles for wear in nearly...

  • Page 10
    ... included in our net revenues. Marketing and Promotion We currently focus on marketing and selling our products to consumers for use in athletics and outdoor activities. We maintain strict control over our brand image with an in-house marketing and promotions department that designs and produces all...

  • Page 11
    ... high-performing athletes and teams on the collegiate and professional levels. We continue to execute this strategy through professional and collegiate sponsorships, individual athlete agreements and by selling our products directly to team equipment managers and to individual athletes. As a result...

  • Page 12
    ... brand for female athletes who play team sports. Additionally, we have developed co-branded commercials with key retail partners to promote the brand. At the end of 2007, we launched our performance training footwear and introduced our brand and other products to additional consumers with "The New...

  • Page 13
    ... channels. With the launch of our performance training footwear in 2008 and performance running footwear in 2009, we have expanded our distribution at the mall through national footwear retailers including Finish Line and Foot Locker. Direct to Consumer Sales Approximately 14% of our net revenues...

  • Page 14
    ... on our goal of superior performance footwear. Our product development team has significant prior industry experience at leading fabric suppliers and branded athletic apparel and footwear companies throughout the world. This team works closely with our sports marketing and sales teams as well as...

  • Page 15
    ...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 16
    ... is important to the financial condition and operating results of our business. We manage our inventory levels based on any existing orders, anticipated sales and the rapid-delivery requirements of our customers. Our inventory strategy is focused on continuing to meet consumer demand while improving...

  • Page 17
    ... Many of our competitors are large apparel, footwear and sporting goods companies with strong worldwide brand recognition and significantly greater resources than us, such as Nike and adidas. We also compete with other manufacturers, including those specializing in outdoor apparel, and private label...

  • Page 18
    ... 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...

  • Page 19
    ...our key markets or a continued decline in consumer purchases of sporting goods generally could have an adverse effect on the financial health of our retail customers, which could in turn have an adverse effect on our sales, our ability to collect on receivables and our financial condition. A decline...

  • Page 20
    ... strategy of continuing to expand the range of performance athletic products that we offer into new product categories will be well received by consumers or will not dilute our brand image and result in a shift of consumer preferences away from our product lines. The failure to effectively introduce...

  • Page 21
    ... credit facility, upon a material adverse change to our business, properties, assets, financial condition or results of operations. In addition, we must not exceed a maximum leverage ratio of 2.5 and must not fall below a fixed charge coverage ratio of 1.25 as defined in this credit agreement...

  • Page 22
    ... and cash flow. 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...

  • Page 23
    ... 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 24
    ... materially adversely affect our cost of goods sold, results of operations and financial condition. Our operating results are subject to seasonal and quarterly variations in our net revenues and net income, which could adversely affect the price of our Class A Common Stock. We have experienced, and...

  • Page 25
    ... adverse effect on our financial condition and liquidity. 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
    ...and Chief Executive Officer. The loss of the services of our senior management or other key employees could make it more difficult to successfully operate our business and achieve our business goals. We also may be unable to retain existing management, technical, sales and customer support personnel...

  • Page 27
    ...our business and have a material 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...

  • Page 28
    ...Square Feet Lease End Date Baltimore, MD ...Amsterdam, The Netherlands ...Glen Burnie, MD ... Corporate headquarters European headquarters Distribution facilities, 17,000 square foot quick-turn, Special Make-Up Shop manufacturing facility and 4,500 square foot retail outlet store Sales office Sales...

  • Page 29
    ... Executive Officer and Chairman of the Board of Directors President Chief Operating Officer Chief Financial Officer Senior Vice President of Brand Chief Supply Chain Officer Senior Vice President of Outdoor and Innovation Senior Vice President of Consumer Insights Senior Vice President of Apparel...

  • Page 30
    ... 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 31
    ... from 2000 to December 2003 with operational and strategic responsibilities. Mr. Plank was a director of the Company from 2001 until July 2005. Mr. Plank is the brother of Kevin A. Plank, our Chief Executive Officer and Chairman of the Board of Directors. Melissa A. Wallace has been Senior Vice...

  • Page 32
    ...charge coverage ratio that could limit our ability to pay dividends to our stockholders. See "Financial Position, Capital Resources and Liquidity" within Management's Discussion and Analysis and Note 18 to the Consolidated Financial Statements for further discussion of our new credit facility. Stock...

  • Page 33
    ... restricted and unrestricted shares of our Class A Common Stock 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 plans not...

  • Page 34
    Stock Performance Graph The stock performance graph below compares cumulative total return on Under Armour, Inc. Class A Common Stock from November 18, 2005 (the date of Under Armour's initial public offering) through December 31, 2008 to the cumulative total return of the NYSE Market Index and the ...

  • Page 35
    ... "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Form 10-K. 2008 (In thousands, except per share amounts) Year Ended December 31, 2007 2006 2005 2004 Statements of Income data: Net revenues Cost of goods sold Gross profit Operating...

  • Page 36
    ... to consumer sales channel and building our brand internationally. Our direct to consumer channel includes sales through our retail outlet and specialty stores, website, and catalog. New product offerings included the May 2008 introduction of performance training footwear, which we began shipping in...

  • Page 37
    ... wholesale and direct to consumer sales channels, along with commissions paid to third parties. 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 primarily...

  • Page 38
    ...increase was primarily the result of an increase in our net sales as noted in the product category table below: Year Ended December 31, 2008 (In thousands) 2007 $ Change % Change Men's Women's Youth Total apparel Footwear Accessories Total net sales License revenues Total net revenues $382,066 140...

  • Page 39
    ... by increased sales through our direct to consumer channel which produces higher margins, along with increased license revenues, accounting for an approximate 60 basis point increase. Selling, general and administrative expenses increased $59.2 million to $278.0 million for the year ended December...

  • Page 40
    ... compensation, higher allowances for bad debts related to the current economic conditions and post-implementation consulting costs and depreciation expense related to our new warehouse management system and other information technology initiatives. As a percentage of net revenues, corporate services...

  • Page 41
    ..., training and golf products, primarily sold to existing retail customers due to additional retail stores and expanded floor space, while pricing of existing apparel remained relatively unchanged; increased average selling prices driven primarily by substantial growth in direct to consumer sales...

  • Page 42
    ... 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, 2007 from 8.3% in 2006 primarily due to lower distribution facilities personnel and operating costs as a percentage...

  • Page 43
    ... our revolving credit and long term debt facilities. Our capital investments have included expanding our in-store fixture and branded concept shop program, improvements and expansion of our distribution and corporate facilities to support our growth, leasehold improvements to our new retail stores...

  • Page 44
    ... exchange rate gains and losses, stock-based compensation, deferred income taxes and changes in reserves for doubtful accounts, returns, discounts and inventories. In addition, operating cash flows include the effect of changes in operating assets and liabilities, principally inventories, accounts...

  • Page 45
    ... relating to the expansion of our distribution and corporate facilities and our footwear promotional rights, higher stock-based compensation expense and increased deferred income tax assets. The increase in non-cash items was partially offset by increased unrealized foreign currency exchanges rate...

  • Page 46
    ... improve and to expand our distribution and corporate facilities, along with continued capital expenditures for our new warehouse management system, our in-store fixtures, including our branded concept shops, and our direct to consumer initiatives and other information technology initiatives. Total...

  • Page 47
    ... compliance with all conditions of the revolving credit facility, upon a material adverse change to our business, properties, assets, financial condition or results of operations. Similar to the prior revolving credit facility, the new revolving credit facility contains a number of restrictions that...

  • Page 48
    ... at the time of each advance. The weighted average interest rate on outstanding borrowings was 6.1%, 6.5% and 6.3% for the years ended December 31, 2008, 2007 and 2006, respectively. We monitor the financial health and stability of our lenders under the revolving credit and long term debt facilities...

  • Page 49
    ... prices. The reported amounts exclude product purchase liabilities included in accounts payable as of December 31, 2008. (4) Includes footwear promotional rights fees, sponsorships of individual athletes, sports teams and athletic events and other marketing commitments in order to promote our brand...

  • Page 50
    .... We believe that the following discussion addresses 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...

  • Page 51
    ... for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. Stock-Based Compensation Compensation expense is recognized in accordance with the Statement of Financial Accounting Standards ("SFAS") No. 123R, Share-Based Payment...

  • Page 52
    ...which to estimate expected term due to the limited period of time our shares of Class A Common Stock have been publicly traded. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 ("SFAS...

  • Page 53
    ... financial position, financial performance, and cash flows. The provisions of SFAS 161 are effective for the fiscal years and interim periods beginning after November 15, 2008. We do not believe the adoption of SFAS 161 will have a material impact on our consolidated financial statement disclosures...

  • Page 54
    ... our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenues if the selling prices of our products...

  • Page 55
    ... LLP, an independent registered public accounting firm, as stated in their report which appears herein. /s/ KEVIN A. PLANK Kevin A. Plank Chief Executive Officer and Chairman of the Board of Directors Chief Financial Officer /s/ BRAD DICKERSON Brad Dickerson Dated: February 20, 2009 47

  • Page 56
    ... for share based compensation as of January 1, 2006. As discussed in Note 10 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 57
    ... taxes Total current assets Property and equipment, net Intangible assets, net Deferred income taxes Other non-current assets Total assets Liabilities and Stockholders' Equity Current liabilities Revolving credit facility Accounts payable Accrued expenses Current maturities of long term debt Current...

  • Page 58
    Under Armour, Inc. and Subsidiaries Consolidated Statements of Income (In thousands, except per share amounts) Year Ended December 31, 2008 2007 2006 Net revenues Cost of goods sold Gross profit Operating expenses Selling, general and administrative expenses Income from operations Interest income (...

  • Page 59
    ... Shares Amount Capital Earnings sation Stockholders (Loss) Income Equity Balance as of December 31, 2005 31,223 $ 10 Class B Common Stock converted to Class A Common Stock 1,950 1 Exercise of stock options 1,292 1 Issuance of fully vested warrants - - Shares withheld in consideration of employee tax...

  • Page 60
    ... assets Purchase of trust owned life insurance policies Proceeds from sales of property and equipment Purchases of short term investments Proceeds from sales of short term investments Net cash used in investing activities Cash flows from financing activities Proceeds from revolving credit facility...

  • Page 61
    ... to the Unaudited Consolidated Financial Statements 1. Description of the Business Under Armour, Inc. is a developer, marketer and distributor of branded performance apparel, footwear and accessories. These products are sold worldwide and worn by athletes at all levels, from youth to professional on...

  • Page 62
    ... with the Company's Impairment of LongLived Assets significant accounting policy discussed below. No impairments relating to intangible assets have been recognized for the years ended December 31, 2008, 2007, and 2006. Income Taxes Income taxes are accounted for under the asset and liability method...

  • Page 63
    ... the applicable local currency. The translation of foreign currencies into U.S. dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during...

  • Page 64
    ... goods sold. Advertising Costs Advertising costs are charged to selling, general and administrative expenses. Advertising production costs are expensed the first time an advertisement related to such production costs is run. Media (television, print and radio) placement costs are expensed the month...

  • Page 65
    ... to employees and directors on a prospective basis; therefore, prior period financial statements were not restated. The Company uses the Black-Scholes option-pricing model to estimate the fair market value of stock-based compensation awards granted under SFAS 123R. As permitted by Staff Accounting...

  • Page 66
    ... issues new shares of Class A Common Stock upon exercise of stock options, grant of restricted stock or share unit conversion. See Note 12 for further details on stock-based compensation. Management Estimates The preparation of financial statements in conformity with accounting principles generally...

  • Page 67
    ...'s financial position, financial performance, and cash flows. The provisions of SFAS 161 are effective for the fiscal years and interim periods beginning after November 15, 2008. The Company does not believe the adoption of SFAS 161 will have a material impact on its consolidated financial statement...

  • Page 68
    ... relative to systems not yet placed in use and leasehold improvement costs and in-store fixtures and displays not yet placed in service. Depreciation and amortization expense related to property and equipment was $19.6 million, $12.9 million and $9.0 million for the years ended December 31, 2008...

  • Page 69
    ... accounts receivable balances and was used for working capital and general corporate purposes. This financing agreement was collateralized by substantially all of the Company's domestic assets, other than its trademarks. Up to $10.0 million of the revolving credit facility could be used to support...

  • Page 70
    ... time of each advance. The weighted average interest rate on outstanding borrowings was 6.1%, 6.5% and 6.3% for the years ended December 31, 2008, 2007 and 2006, respectively. The terms of the Company's new revolving credit facility (see Note 18 for a further discussion of the new revolving credit...

  • Page 71
    ... Marketing Commitments Within the normal course of business, the Company enters into contractual commitments in order to promote the Company's brand and products. These commitments include sponsorship agreements with teams and athletes on the collegiate and professional levels, official supplier...

  • Page 72
    ...and declared out of assets legally available for the payment of dividends. In June 2006, 8.4 million shares of the Company's Class A Common Stock were sold by stockholders of the Company, including certain members of the Company's management, pursuant to an underwritten public offering registered on...

  • Page 73
    ... markets; Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Financial assets and (liabilities...

  • Page 74
    ..., the increase was due to an increase in the state income tax rate in Maryland, where the Company's corporate headquarters is located. In 2006, the Company recorded $5.6 million of state tax credits, which reduced the Company's effective income tax rate in 2006 as compared to 2008 and 2007. 66

  • Page 75
    ...the Company recorded an additional $1.6 million liability for uncertain tax positions, including related interest and penalties, of which $1.2 million was accounted for as a reduction to the January 1, 2007 balance of retained earnings and the remainder was recorded within deferred tax assets. After...

  • Page 76
    ..., the liability for uncertain tax positions included $0.8 million for the accrual of interest and penalties. For each of the years ended December 31, 2008 and 2007, the Company recorded $0.2 million for the accrual of interest and penalties in its consolidated statement of income. The Company files...

  • Page 77
    ... Stock Compensation Plans The Under Armour, Inc. 2005 Omnibus Long-Term Incentive Plan (the "2005 Plan") provides for the issuance of stock options, restricted stock, restricted stock units and other equity awards to officers, directors, key employees and other persons. The maximum number of shares...

  • Page 78
    ... of each stock option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: Year Ended December 31, 2008 2007 2006 Risk-free interest rate Average expected life in years Expected volatility Expected dividend yield...

  • Page 79
    ... price of $28.93, a term of ten years from the grant date and vest in four equal installments subject to the achievement of four separate annual operating income targets. If an annual operating income target is not achieved by a certain date, the portion of the award tied to that performance level...

  • Page 80
    Effective June 1, 2007, the Company's Board of Directors approved the Under Armour, Inc. Deferred Compensation Plan (the "Plan"). The Plan allows a select group of management or highly compensated employees, as approved by the Compensation Committee, to make an annual base salary and/or bonus ...

  • Page 81
    ... 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 82
    ... financing costs of the new revolving credit facility and amortized over the life of this revolving credit facility. The new revolving credit facility may be used for working capital and general corporate purposes and is collateralized by substantially all of the assets of the Company and the assets...

  • Page 83
    ...thereunder, and the Company and its domestic subsidiaries dated January 28, 2009 (the "Credit Agreement"). For a description of the Credit Agreement, see "New Revolving Credit Facility" under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form...

  • Page 84
    ...5 "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities." ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated by reference herein from the 2009 Proxy Statement...

  • Page 85
    ...10-K: 1. Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2008 and 2007 Consolidated Statements of Income for the Years Ended December 31, 2008, 2007 and 2006 Consolidated Statements of Stockholders' Equity and Comprehensive...

  • Page 86
    ... the Current Report on Form 8-K filed on December 20, 2007), as amended by the First Amendment dated June 4, 2008 (incorporated by reference to Exhibit 10.04 of the Company's Form 10-Q for the quarterly period ended June 30, 2008). Agreement of Sublease by and between Corporate Healthcare Financing...

  • Page 87
    ... ended June 30, 2008).* Under Armour, Inc. 2006 Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed April 13, 2006) and Forms of Grant Award Agreement and Notice- Non-Employee Director Initial Restricted Stock Unit Grant, Annual...

  • Page 88
    ...following persons on behalf of the registrant and in the capacities and on the date indicated. /s/ KEVIN A. PLANK Kevin A. Plank Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) Chief Financial Officer (principal accounting and financial officer) Director...

  • Page 89
    ..., 2008 For the year ended December 31, 2007 For the year ended December 31, 2006 Allowance for doubtful accounts For the year ended December 31, 2008 For the year ended December 31, 2007 For the year ended December 31, 2006 Sales returns, markdowns and allowances For the year ended December 31, 2008...

  • Page 90
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  • Page 91
    SANTANA MOSS WIDE RECEIVER • WASHINGTON REDSKINS X UA PROTO SPEED™ II TRAINER

  • Page 92
    CHRIS "MACCA" MCCORMACK WORLD CHAMPION TRIATHLETE X UA ILLUSION

  • Page 93
    ´ REYES JOSE SHORTSTOP • NEW YORK METS X UA HEATER

  • Page 94
    X UA PROTO EVADE â„¢ II TRAINER

  • Page 95
    ..., OUTDOOR AND INNOVATION CYNTHIA RAPOSO VICE PRESIDENT, INTELLECTUAL PROPERTY AND LITIGATION EDWARD GIARD VICE PRESIDENT, LICENSING AND ACCESSORIES JOSEPH D. GILES HARVEY L. SANDERS FORMER CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS NAUTICA ENTERPRISES, INC. CHIEF INFORMATION...

  • Page 96
    UNDER ARMOUR, INC. 1020 HULL STREET BALTIMORE, MARYLAND 21230 WWW.UNDERARMOUR.COM 1.888.4ARMOUR TO LEARN MORE ABOUT UNDER ARMOUR, GO TO WWW.UNDERARMOUR.COM