Under Armour 2010 Annual Report Download

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TOM BRADY
I
NFL MVP CAM NEWTON
I
HEISMAN TROPHY WINNER LINDSEY VONN
I
OLYMPIC GOLD MEDALIST
2010 ANNUAL REPORT

Table of contents

  • Page 1
    T OM BR A DY I NF L MVP CAM NE W T ON I HE IS MAN T RO PHY W IN NE R L IND SE Y VON N I OLYM PIC G OL D ME D A L IS T 2010 ANNUAL REPORT

  • Page 2
    .... over Orego NATIONAL OFFICIAL PERF ORMANCE FOOTWEAR SU PPLIER OF MLB In 2010, Under Armour became the OFFICIAL PERF ORMANCE FOOT WEAR SUPPLIER OF ML B. And it also ad ded several key sta rs to the line up, including Buste r Posey, 2010 Na tional League Rookie of the Year and World Series Champio...

  • Page 3
    ... those investments were in systems, innovation, new categories, or building our team. In our International business, we bring a performance Brand that speaks to athletes of all types, be it on the soccer pitch or the ski slopes. Creating the infrastructure to bring that product to the global market...

  • Page 4
    ... AH A RG ROV E I WO RL D -C L ASS SPR IN T ER NET REVENUES IN THOUSANDS; YEAR 2006-2010 $1,063,927 $856,411 $725,244 $606,561 $430,689 2006 2007 2008 2009 2010 5-YEAR COMPOUND ANNUAL GROWTH RATE - 30.5% *5-Year Compound Annual Growth Rate based on fiscal year 2005 net revenues of $281,053

  • Page 5
    ... $45,591 $14,332 $20,223 $15,942 2006 2007 2008 2009 2010 CASH, NET OF DEBT $6,257 $64,398 $26,256 $56,451 $167,074 $187,928 5-YEAR COMPOUND ANNUAL GROWTH RATE- 25.7% *5-Year Compound Annual Growth Rate based on fiscal year 2005 income from operations of $35,810 2006 2007 2008 2009...

  • Page 6
    MILES A USTIN I P RO B O W L WIDE R ECEIVER

  • Page 7
    ... of January 31, 2011, there were 38,672,858 shares of Class A Common Stock and 12,500,000 shares of Class B Convertible Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Under Armour, Inc.'s Proxy Statement for the Annual Meeting of Stockholders to be held on May 3, 2011 are...

  • Page 8
    ... ...Products ...Marketing and Promotion ...Customers ...Product Licensing ...Net Revenues in Other Foreign Countries ...Seasonality ...Product Design and Development ...Sourcing, Manufacturing and Quality Assurance ...Distribution and Inventory Management ...Intellectual Property ...Competition...

  • Page 9
    ... Company and other companies. All trademarks and tradenames appearing in this Annual Report on Form 10-K are the property of their respective holders. Products Our product offerings consist of apparel, footwear and accessories for men, women and youth. We market our products at multiple price levels...

  • Page 10
    ... outdoor activities. We maintain control over our brand image with an in-house marketing and promotions department that designs and produces most of our advertising campaigns. We seek to drive consumer demand for our products by building brand equity and awareness as a leading performance athletic...

  • Page 11
    ... and female athletes. We reach young football athletes at all levels by sponsoring American Youth Football, a football organization that promotes the development of youth; the Under Armour All-America Football Game, which is an annual competition between the top seniors in high school football; and...

  • Page 12
    ... and brand efforts. In 2010, we returned to a version of our signature campaign with "Protect this House.® I Will." This campaign focused heavily on the training aspect of sports, which we believe is at the core of today's athletes' performance and improvement. Retail Marketing and Product...

  • Page 13
    ... athletic departments, leagues and teams. The independent and specialty retailers are serviced by a combination of in-house sales personnel and third-party commissioned manufacturer's representatives and continue to represent an important part of our product distribution strategy and help...

  • Page 14
    ..., while focusing our product development efforts on design, fit, climate and product end use. We seek to regularly upgrade and improve our products with the latest in innovative technology while broadening our product offerings. Our goal, to deliver superior performance in all our products, provides...

  • Page 15
    ... our inventory strategy by ordering our seasonal products based on current bookings, shipping seasonal product at the start of the shipping window in order to maximize the productivity of floor space at our retailers and earmarking any seasonal excess for sales through our factory house stores and...

  • Page 16
    ... 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 offerings of certain retailers, including some of our customers...

  • Page 17
    ... the effect of price discounts across a larger array of products and across a larger customer base than ours. The purchasing decisions of consumers for our products often reflect highly subjective preferences that can be influenced by many factors, including advertising, media, product sponsorships...

  • Page 18
    ... in general economic or market conditions that could affect consumer spending and the financial health of our retail customers; our ability to effectively manage our growth and a more complex business; our ability to effectively develop and launch new, innovative and updated products; our ability to...

  • Page 19
    ... economy in markets in which we sell our products may materially harm our sales, profitability and financial condition. If the financial condition of our retail customers declines, our financial condition and results of operations could be adversely impacted. We extend credit to our customers based...

  • Page 20
    ... innovative, high-quality products. The failure to effectively introduce new products and enter into new product categories that are accepted by consumers could result in a decrease in net revenues and excess inventory levels, which could have a material adverse effect on our financial condition...

  • Page 21
    ... covenants under the credit agreement could result in a default. This could cause the lenders to accelerate the timing of payments and exercise their lien on essentially all of our assets, which would have a material adverse effect on our business, operations, financial condition and liquidity. In...

  • Page 22
    ... significant competitive advantages, including greater financial, distribution, marketing and other resources, longer operating histories, better brand recognition among consumers, and greater economies of scale. In addition, our competitors have long term relationships with our key retail customers...

  • Page 23
    ...as a result of the time it takes to train our suppliers and manufacturers in our methods, products and quality control standards. Any 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...

  • Page 24
    ..., consumers who are convinced these athletic products provide a better alternative may still not be convinced they are worth the extra cost. If industry-wide sales of performance athletic products do not grow, our ability to continue to grow our business and our financial condition and results of...

  • Page 25
    ... our brand image. A key element of our marketing strategy has been to create a link in the consumer market between our products and professional and collegiate athletes. We previously gained significant publicity and brand name recognition from the perceived sponsorships associated with professional...

  • Page 26
    ... and training costs. If we are unable to attract and retain new team members, including senior management, we may not be able to achieve our business objectives. Our growth has largely been the result of significant contributions by our current senior management, product design teams and other key...

  • Page 27
    ... these events could harm our business and have a material adverse effect on our results of operations 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 net revenues. We currently rely...

  • Page 28
    ... use, approximate size and lease term of our properties as of December 31, 2010, none of which is currently owned by us, are set forth below: Location Use Approximate Square Feet Lease End Date Baltimore, MD ...Amsterdam, The Netherlands ...Glen Burnie, MD ... Corporate headquarters 267,000 6,300...

  • Page 29
    ... the Board of Directors Chief Financial Officer Executive Vice President, Global Brand and President of International Executive Vice President of Product Chief Operating Officer Senior Vice President of Footwear Executive Vice President, Business Development Vice President, General Manager of Global...

  • Page 30
    ... and in various management capacities for 15 years for Dillard's Department Stores. Henry B. Stafford has been Senior Vice President of Apparel since June 2010. Prior to joining our company, he worked with American Eagle Outfitters as Senior Vice President and Chief Merchandising Officer of The AE...

  • Page 31
    ... Position, Capital Resources and Liquidity" within Management's Discussion and Analysis and Note 6 to the Consolidated Financial Statements for further discussion of our credit facility. Stock Compensation Plans The following table contains certain information regarding our equity compensation plans...

  • Page 32
    ... for footwear promotional rights. Refer to Note 12 to the Consolidated Financial Statements for a further discussion on the warrants. Recent Sales of Unregistered Equity Securities From September 15, 2010 through January 31, 2011, we issued 78.0 thousand shares of Class A Common Stock upon the...

  • Page 33
    Stock Performance Graph The stock performance graph below compares cumulative total return on Under Armour, Inc. Class A Common Stock to the cumulative total return of the NYSE Market Index, the Hemscott Group Textile-Apparel Clothing Index and S&P 500 Apparel, Accessories and Luxury Goods Index ...

  • Page 34
    ... Statements, including the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Form 10-K. 2010 (In thousands, except per share amounts) Year Ended December 31, 2009 2008 2007 2006 Net revenues Cost of goods sold...

  • Page 35
    ...sales channel and expansion in international markets. Our direct to consumer sales channel includes sales through our factory house and specialty stores, website, and catalog. New product offerings for 2010 included basketball footwear which had a limited introduction in the United States and Canada...

  • Page 36
    ...costs include our apparel, footwear and accessories product innovation, sourcing and development costs, distribution facility operating costs, and costs relating to our Hong Kong and Guangzhou, China offices which help support manufacturing, quality assurance and sourcing efforts. Corporate services...

  • Page 37
    ... The following table sets forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of net revenues: (In thousands) Year Ended December 31, 2010 2009 2008 Net revenues Cost of goods sold Gross profit Selling, general and administrative...

  • Page 38
    ... and digital campaign costs, including media campaigns for specific customers and additional personnel costs. In addition, we incurred increased expenses for our performance incentive plan as compared to the prior year. As a percentage of net revenues, marketing costs decreased to 12.0% in 2010 from...

  • Page 39
    ... continued expansion of our factory house stores. • Product innovation and supply chain costs increased $25.0 million to $96.8 million in 2010 from $71.8 million in 2009 primarily due to higher personnel costs for the design and sourcing of our expanding apparel, footwear and accessories lines and...

  • Page 40
    ... to increased sponsorships of collegiate and professional teams and new events, including the National Football League Scouting Combine, and increased marketing costs for specific customers, including our in-store brand campaign supporting the introduction of our performance running footwear. These...

  • Page 41
    ... performance incentive plan as compared to the prior year. As a percentage of net revenues, selling costs increased to 8.1% in 2009 from 7.7% in 2008 due to increased costs incurred for the continued expansion of our factory house stores, partially offset by decreased apparel selling personnel costs...

  • Page 42
    ..., leasehold improvements to our new factory house and specialty stores, and investment and improvements in information technology systems. In 2011, our capital expenditures are expected to include the purchase, subject to certain closing conditions, of part of our corporate office complex for $60...

  • Page 43
    ... better meet anticipated consumer demand, investments around new products in 2011 including headwear, bags and Charged Cotton, and continued increases in our made-for strategy across our factory house store base. In 2009, operational initiatives were put in place to improve our inventory management...

  • Page 44
    ...primarily driven by the operational initiatives put in place to improve our inventory management, increased liquidation sales to third parties and a larger percentage of products shipped directly from our suppliers to our customers, partially offset by a decrease in accounts payable of $21.3 million...

  • Page 45
    ..., even if we are in 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. The revolving credit facility contains a number of restrictions that limit our ability, among other...

  • Page 46
    ... product purchase liabilities included in accounts payable as of December 31, 2010. (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. Some of these sponsorship agreements...

  • Page 47
    ... factory house and specialty 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. License revenues are recognized based upon shipment of licensed products sold by our licensees. Sales Returns...

  • Page 48
    ...results, changes in business plans, or changes in anticipated cash flows. When factors indicate that an asset should be evaluated for possible impairment, we review long-lived assets to assess recoverability from future operations using undiscounted cash flows. Impairments are recognized in earnings...

  • Page 49
    ... 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 Europe. The reporting currency for our consolidated financial statements is the U.S. dollar. To date, net revenues...

  • Page 50
    ... 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 51
    ... LLP, an independent registered public accounting firm, as stated in their report which appears herein. /s/ KEVIN A. PLANK Kevin A. Plank President, Chief Executive Officer and Chairman of the Board of Directors Chief Financial Officer /s/ BRAD DICKERSON Brad Dickerson Dated: February 24, 2011...

  • Page 52
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was...

  • Page 53
    ..., net Inventories Prepaid expenses and other current assets Deferred income taxes Total current assets Property and equipment, net Intangible assets, net Deferred income taxes Other long term assets Total assets Liabilities and Stockholders' Equity Current liabilities Accounts payable Accrued...

  • Page 54
    Under Armour, Inc. and Subsidiaries Consolidated Statements of Income (In thousands, except per share amounts) Year Ended December 31, 2010 2009 2008 Net revenues Cost of goods sold Gross profit Selling, general and administrative expenses Income from operations Interest expense, net Other expense,...

  • Page 55
    ... Armour, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity and Comprehensive Income (In thousands) Accumulated Other Class B CompreClass A Convertible Additional hensive CompreTotal Common Stock Common Stock Paid-In Retained Unearned Compen- Income hensive Stockholders' Shares...

  • Page 56
    ... currency exchange rate (gains) losses Loss on disposal of property and equipment Stock-based compensation Deferred income taxes Changes in reserves and allowances Changes in operating assets and liabilities: Accounts receivable Inventories Prepaid expenses and other assets Accounts payable Accrued...

  • Page 57
    ... to the Audited 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 58
    ... at cost, including the cost of internal labor for software customized for internal use, less accumulated depreciation and amortization. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the assets: 3 to 7 years for furniture, office equipment...

  • Page 59
    ... 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 the period. Capital accounts are translated at historical foreign currency exchange rates...

  • Page 60
    ... costs are expensed the first time an advertisement related to such production costs is run. Media (television, print and radio) placement costs are expensed in the month during which the advertisement appears. In addition, advertising costs include sponsorship expenses. Accounting for sponsorship...

  • Page 61
    ... in the financial statements. In addition, this guidance requires that excess tax benefits related to stock-based compensation awards be reflected as financing cash flows. The Company uses the Black-Scholes option-pricing model to estimate the fair market value of stock-based compensation awards. As...

  • Page 62
    The Company issues new shares of Class A Common Stock upon exercise of stock options, grant of restricted stock or share unit conversion. Refer to Note 12 for further details on stock-based compensation. Management Estimates The preparation of financial statements in conformity with accounting ...

  • Page 63
    ... includes costs incurred for software systems, leasehold improvements and in-store fixtures and displays not yet placed in use. Depreciation and amortization expense related to property and equipment was $28.7 million, $25.3 million and $19.6 million for the years ended December 31, 2010, 2009...

  • Page 64
    ...base, even if the Company is in compliance with all conditions of the revolving credit facility, upon a material adverse change to the business, properties, assets, financial condition or results of operations of the Company. The revolving credit facility contains a number of restrictions that limit...

  • Page 65
    ... below includes executed lease agreements for factory house stores that the Company did not yet occupy as of December 31, 2010. The following is a schedule of future minimum lease payments for non-cancelable operating leases as of December 31, 2010: (In thousands) Operating 2011 2012 2013 2014 2015...

  • Page 66
    ... to the sponsorships depends on many factors including general playing conditions, the number of sporting events in which they participate and the Company's decisions regarding product and marketing initiatives. In addition, the costs to design, develop, source and purchase the products furnished to...

  • Page 67
    ... to be sold or purchased at the current forward exchange rate. The fair value of the TOLI held by the Rabbi Trust is based on the cash-surrender value of the life insurance policies, which are invested primarily in mutual funds and a separately managed fixed income fund. These investments are in...

  • Page 68
    ...(0.1) 43.2% 35.0% 6.5 1.7 2.2 - (0.1) 45.3% The decrease in the 2010 full year effective income tax rate, as compared to 2009, is primarily attributable to certain tax planning strategies and federal and state tax credits reducing the effective tax rate for the period. This reduction was partially...

  • Page 69
    ... will begin to expire in 5 to 9 years. As of December 31, 2010, the Company believed certain deferred tax assets associated with foreign net operating loss carryforwards would expire unused based on updated forward-looking financial information. Therefore, a valuation allowance of $1.5 million and...

  • Page 70
    ... table represents a reconciliation of the Company's total unrecognized tax benefits balances, excluding interest and penalties, for the years ended December 31, 2010, 2009 and 2008: (In thousands) Year Ended December 31, 2010 2009 2008 Beginning of year Increases as a result of tax positions taken...

  • Page 71
    ...shares of common stock were outstanding for each of the years ended December 31, 2010, 2009 and 2008, respectively, but were excluded from the computation of diluted earnings per share because their effect would be anti-dilutive. 12. Stock-Based Compensation Stock Compensation Plans The Under Armour...

  • Page 72
    ...equity awards 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 as deferred stock units in accordance with the Under Armour, Inc. 2006 Non-Employee Deferred Stock Unit Plan (the "DSU Plan"). Each new...

  • Page 73
    ... per share amounts) 2010 Weighted Number Average of Stock Exercise Options Price Year Ended December 31, 2009 2008 Weighted Weighted Number Average Number Average of Stock Exercise of Stock Exercise Options Price Options Price Outstanding, beginning of year Granted, at fair market value Exercised...

  • Page 74
    ... 31, 2010, 2009 and 2008, respectively. Shares of the Company's Class A Common Stock are not an investment option in this plan. In addition, the Company offers the Under Armour, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan") which allows a select group of management or highly...

  • Page 75
    ... the credit quality of these financial institutions and considers the risk of counterparty default to be minimal. 15. Related Party Transactions The Company has an agreement to license a software system with a vendor whose Co-CEO is a director of the Company. During the years ended December 31, 2010...

  • Page 76
    ... Other foreign countries Total assets Net revenues by product category are as follows: $613,515 61,863 $675,378 $493,726 51,862 $545,588 (In thousands) Year Ended December 31, 2010 2009 2008 Apparel Footwear Accessories Total net sales License revenues Total net revenues 68 $ 853,493 127...

  • Page 77
    .... Stock-Based Compensation In February 2011, 0.3 million performance-based restricted stock units were awarded to certain officers and key employees under the 2005 Plan. The performance-based restricted stock units have vesting that is tied to the achievement of a certain combined annual operating...

  • Page 78
    ... 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 79
    ...2011 Proxy Statement under the headings "CORPORATE GOVERNANCE AND RELATED MATTERS: Compensation of Directors" and "EXECUTIVE COMPENSATION." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated by...

  • Page 80
    ... of this Form 10-K: 1. Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2010 and 2009 Consolidated Statements of Income for the Years Ended December 31, 2010, 2009 and 2008 Consolidated Statements of Stockholders' Equity and...

  • Page 81
    ... McCreight dated July 12, 2010 (incorporated by reference to Exhibit 10.02 of the Company's Form 10-Q for the quarterly period ended June 30, 2010).* Form of Employee Confidentiality, Non-Competition and Non-Solicitation Agreement by and between certain executives and the Company (incorporated by...

  • Page 82
    ... period ended June 30, 2010) and Fourth Amendment to Credit Agreement dated November 30, 2010. Lender Joinder and Assumption Agreement by Manufacturers and Traders Trust Company dated February 13, 2009 (incorporated by reference to Exhibit 10.13 of the Company's 2008 Form 10-K). Under Armour, Inc...

  • Page 83
    ... the Company's Form 10-Q for the quarterly period ended March 31, 2010) and Amendment One to this plan and Form of Annual Restricted Stock Unit Grant.* List of Subsidiaries. Consent of PricewaterhouseCoopers LLP. Section 302 Chief Executive Officer Certification. Section 302 Chief Financial Officer...

  • Page 84
    ...the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly 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...

  • Page 85
    ... doubtful accounts For the year ended December 31, 2010 For the year ended December 31, 2009 For the year ended December 31, 2008 Sales returns, markdowns and allowances For the year ended December 31, 2010 For the year ended December 31, 2009 For the year ended December 31, 2008 Deferred tax asset...

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    HEATH DE R / US SO CCER L A U RE N C HE NE Y E R MI T TS I DE F E N I F O RW A RD / US SO C CER

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    BUS T E R PO SE Y I NATI ON A L L E AG UE RO OK IE OF T H E YE A R

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    CE BRY HA R PE R I FI O RS T VER P ALL IC K IN T HE 0M 201 D LB RAF T OFFICIAL PERFORMANCE FOOTWEAR SUPPLIER OF MLB

  • Page 90
    BRANDON JENNINGS I GUARD

  • Page 91
    ... BOARD OF DIRECTORS BRAD J. DICKERSON CHIEF FINANCIAL OFFICER WAYNE A. MARINO CHIEF OPERATING OFFICER MARK M. DOWLEY EXECUTIVE VICE PRESIDENT, GLOBAL BRAND AND PRESIDENT OF INTERNATIONAL J. SCOTT PLANK EXECUTIVE VICE PRESIDENT, BUSINESS DEVELOPMENT KIP J. FULKS EXECUTIVE VICE PRESIDENT, PRODUCT

  • Page 92
    ... WN I X GAM E S ME DA L I S BOBB T Y Z AM OR A I F UL H A M F OO T BA L L C L UB JA MIE ROBE R TS I W RU RUGB Y UNDER ARMOUR, INC. 1020 HULL STREET BALTIMORE, MARYLAND 21230 WWW.UNDERARMOUR.COM 1.888.4ARMOUR underarmour.com facebook.com/underarmour twitter.com/under_armour