8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2009

UNDER ARMOUR, INC.

(Exact name of registrant as specified in its charter)

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

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

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On April 28, 2009, Under Armour, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2009. A copy of Under Armour’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Under Armour has scheduled a conference call for 8:30 a.m. EDT on April 28, 2009 to discuss its financial results, and a portion of the script for that call is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1: Under Armour, Inc. press release announcing financial results for the first quarter ended March 31, 2009.

Exhibit 99.2: Portion of conference call script for April 28, 2009 conference call.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNDER ARMOUR, INC.
Date: April 28, 2009	By:	/s/ BRAD DICKERSON
		Brad Dickerson
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Under Armour, Inc. 1020 Hull Street Baltimore, MD 21230   CONTACTS Investors: Alex Pettitt Under Armour, Inc. Tel: 410.454.6578   Media: Diane Pelkey Under Armour, Inc. Tel: 410.246.5927

FOR IMMEDIATE RELEASE

UNDER ARMOUR REPORTS FIRST QUARTER 2009 TOP LINE GROWTH OF 27% AND

EPS GROWTH OF 33%

• Net Revenues Increased 27.1% to $200.0 Million, Highlighted by Company’s Entry into Running Footwear

• Operating Income Increased 83.7% to $7.9 Million

• Diluted EPS Increased 33.3% to $0.08

• Cash & Cash Equivalents Increased $48.0 Million Year-Over-Year to $65.6 Million at Quarter-End; No Borrowings Outstanding Under $200 Million Revolving Credit Facility

Baltimore, MD (April 28, 2009) – Under Armour, Inc. (NYSE: UA) today announced financial results for the first quarter ended March 31, 2009. Net revenues increased 27.1% in the first quarter of 2009 to $200.0 million compared with net revenues of $157.3 million in the first quarter of 2008. Diluted earnings per share for the first quarter of 2009 grew 33.3% to $0.08 on weighted average common shares outstanding of 50.4 million compared with $0.06 per share on weighted average common shares outstanding of 50.2 million in the first quarter of the prior year.

First quarter apparel net revenues increased 2.4% to $132.2 million compared with $129.2 million in the same period of the prior year. Footwear net revenues in the first quarter of 2009 increased $40.3 million to $56.9 million compared with net revenues of $16.6 million in the first quarter of 2008. The growth in footwear net revenues was driven by the Company’s entry into Running Footwear during the quarter as well as shipments of Performance Training Footwear, which launched in the second quarter of 2008. Net revenues in the direct-to-consumer category grew 37.5% year-over-year during the first quarter.

Kevin Plank, Chairman and CEO of Under Armour, Inc., stated, “The athletic footwear market represents an enormous growth opportunity for the Under Armour Brand. With each new category we enter, our ultimate goal is to build momentum by developing innovative footwear technology, generating support from our key retail partners, and delivering product to our core consumer that drives our credibility as a performance footwear brand. Our success with previous categories laid the groundwork for our most recent advancement – our entry into Running Footwear – and our performance in Running has paved the way to establish Under Armour as a major player in the athletic footwear market over the long-term.”

For the first quarter, operating income rose 83.7% to $7.9 million compared with $4.3 million in the prior year’s period. Gross margin for the first quarter of 2009 was 45.3% compared with 47.6% in the prior year’s quarter due to several factors including the higher proportion of lower gross margin footwear sales. Selling, general and administrative expenses as a percentage of net revenues decreased to 41.3% in the first quarter of 2009 compared with 44.9% in the prior year’s period. Marketing expense for the first quarter of 2009 was 16.5% of net revenues versus 17.8% in the prior year’s period. The Company still expects to invest in marketing at the high-end of the range of 12% to 13% of net revenues for the full year.

Mr. Plank concluded, “We are pleased with our results this quarter as the investments in our footwear growth engine generated strong top line increases and effective cost management allowed us to deliver bottom line leverage on that growth. While we remain cautious in our business outlook for the year, we are focused on leveraging our position as the athletic brand of this generation to deliver long-term value for our shareholders.”

Balance Sheet Highlights

Cash and cash equivalents were $65.6 million at March 31, 2009 compared with $17.6 million at March 31, 2008. The Company had no borrowings outstanding under its $200 million revolving credit facility at March 31, 2009. Inventory at quarter-end decreased 2.1% to $164.4 million compared with $167.9 million at March 31, 2008.

Brad Dickerson, Chief Financial Officer of Under Armour, Inc., stated, “We will continue to focus on the financial strength of our organization, controlling costs while prioritizing investments, and protecting our balance sheet through efforts targeted at working capital efficiency and liquidity. Progress made in the areas of cost management and inventory management will be key to the success of the organization long-term.”

Conference Call and Webcast

The Company will provide additional commentary regarding its first quarter results and 2009 outlook during its earnings conference call today, April 28^th, at 8:30 a.m. ET. The call will be webcast live at http://investor.underarmour.com/events.cfm and will be archived and available for replay approximately three hours after the live event. Additional supporting materials related to the call will also be available at http://investor.underarmour.com. The Company’s financial results are also available online at http://investor.underarmour.com/results.cfm.

About Under Armour, Inc.

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

Forward Looking Statements

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

(Tables Follow)

Under Armour, Inc.

Quarter Ended March 31, 2009 and 2008

(Unaudited; in thousands, except per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Quarter Ended 3/31/09			% of Net Revenues		Quarter Ended 3/31/08			% of Net Revenues
Net revenues	$	200,000		100.0	%	$	157,342		100.0	%
Cost of goods sold		109,449		54.7	%		82,507		52.4	%
Gross profit		90,551		45.3	%		74,835		47.6	%
Operating expenses
Selling, general and administrative expenses		82,655		41.3	%		70,536		44.9	%
Income from operations		7,896		4.0	%		4,299		2.7	%
Interest expense, net		(860	)	(0.5	%)		(90	)	(0.1	%)
Other income, net		13		0.0	%		600		0.4	%
Income before income taxes		7,049		3.5	%		4,809		3.0	%
Provision for income taxes		3,087		1.5	%		1,939		1.2	%
Net income	$	3,962		2.0	%	$	2,870		1.8	%
Net income available per common share
Basic	$	0.08				$	0.06
Diluted	$	0.08				$	0.06
Weighted average common shares outstanding
Basic		49,420					48,832
Diluted		50,430					50,249

NET REVENUES BY PRODUCT CATEGORY

	Quarter Ended 3/31/09		Quarter Ended 3/31/08		% Change
Apparel	$	132,239	$	129,188	2.4	%
Footwear		56,931		16,598	243.0	%
Accessories		5,776		6,096	(5.2	%)
Total net sales		194,946		151,882	28.4	%
Licensing revenues		5,054		5,460	(7.4	%)
Total net revenues	$	200,000	$	157,342	27.1	%

Under Armour, Inc.

As of March 31, 2009, December 31, 2008 and March 31, 2008

(Unaudited; in thousands)

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of 3/31/09		As of 12/31/08		As of 3/31/08
Assets
Cash and cash equivalents	$	65,572	$	102,042	$	17,591
Accounts receivable, net		105,999		81,302		101,991
Inventories		164,426		182,232		167,949
Prepaid expenses and other current assets		14,359		18,023		11,314
Deferred income taxes		13,850		12,824		12,462
Total current assets		364,206		396,423		311,307
Property and equipment, net		76,085		73,548		57,403
Intangible assets, net		5,064		5,470		6,083
Deferred income taxes		8,825		8,687		9,547
Other non-current assets		4,136		3,427		4,189
Total assets	$	458,316	$	487,555	$	388,529
Liabilities and Stockholders’ Equity
Revolving credit facility	$	—	$	25,000	$	—
Accounts payable and accrued expenses		87,254		98,340		72,428
Current maturities of long term debt		7,311		7,433		6,008
Other current liabilities		2,767		2,337		2,986
Total current liabilities		97,332		133,110		81,422
Long term debt, net of current maturities		11,342		13,158		12,807
Other long term liabilities		10,884		10,190		8,495
Total liabilities		119,558		156,458		102,724
Total stockholders’ equity		338,758		331,097		285,805
Total liabilities and stockholders’ equity	$	458,316	$	487,555	$	388,529

EX-99.2

Exhibit 99.2

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

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

Our net revenues for the first quarter of 2009 increased 27% to $200.0 million. Driven by our entry into Running Footwear as well as shipments of Performance Training Footwear – which launched in the second quarter of 2008 – footwear revenues in the quarter increased $40.3 million to $56.9 million. Our apparel revenue growth rate in the first quarter improved slightly from the rate reported in the fourth quarter of 2008. Year-over-year, apparel net revenues were up 2.4% to $132.2 million in the first quarter, with our Women’s business generating the strongest growth rate. Our direct-to-consumer channel continues to be a strong performer and was up 38% for the quarter.

First quarter gross margins were 45.3% compared with 47.6% in the prior year’s quarter. There were several puts and takes that impacted the gross margin for the quarter.

• First was the impact of the higher proportion of footwear sales in the quarter. As we have discussed, footwear has lower product margins than apparel. In addition, footwear has an increased level of markdown allowances associated with it due to the seasonal nature of the business. As we mature, we expect to improve our planning of product flow.

• Second, on the apparel side, margins were impacted by a less favorable product mix as well as some higher product costs.

• Finally, due to trends in the current environment, our licensed business declined 7% in the quarter, adding to gross margin pressure year-over-year.

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Driven by strong top line growth in the quarter, selling, general and administrative expenses as a percentage of net revenues decreased to 41.3% in the first quarter of 2009 compared with 44.9% in the prior year’s period. SG&A dollars increased $12.2 million to $82.7 million during the first quarter, with nearly half of the growth driven by increased marketing expenditures. As a percentage of net revenues, marketing declined to 16.5% in the first quarter compared with 17.8% in the prior year. For the full year, we still expect to invest in marketing at the high-end of the range of 12% to 13% of net revenues.

Operating income during the first quarter increased 84% to $7.9 million compared with $4.3 million in the prior year. Operating margin was 4.0% compared with 2.7% in the prior-year quarter.

Below the operating income line, there are a couple of items to address. Net Interest Expense for the quarter was $860 thousand compared with expense of $90 thousand in the prior year’s period. As discussed during our previous call, in January we entered into a new $200 million revolving credit facility. In connection with this, we terminated the prior $100 million facility, which resulted in a $400 thousand write-off of deferred financing costs. The balance of the interest expense primarily relates to interest on our subordinated debt.

The hedging strategies implemented at the end of 2008 allowed us to limit our exposure to foreign currency exchange fluctuations. During the first quarter of 2009, we recognized a slight foreign currency gain. Although the gain was much smaller than the $600 thousand gain recognized in the first quarter of 2008, it was much improved from the $4.6 million foreign currency loss reported in the fourth quarter of 2008. With that said, there is no perfect hedge, and there is still risk that our results in future periods could be impacted, positively or negatively, by foreign currency fluctuations.

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Our effective income tax rate in the first quarter was 43.8% compared with 40.3% in the first quarter of 2008. Based on certain tax strategies being implemented in 2009, we are estimating our full year tax rate to be improved from our 45.3% effective tax rate in 2008.

Our resulting net income in the first quarter rose 38% to $4.0 million compared with $2.9 million in the prior year period. First quarter diluted earnings per share increased 33% to $0.08 compared with $0.06 in the prior year.

Now a few moments on the balance sheet. Total cash and cash equivalents at quarter-end increased $48.0 million to $65.6 million compared with $17.6 million at March 31, 2008. Cash, net of debt, increased $48.1 million at quarter-end to $46.9 million compared with net debt of $1.2 million at March 31, 2008. We currently have no borrowings outstanding on our $200 million credit facility.

Net accounts receivable grew only 3.9% on a year-over-year basis, which was significantly below our net revenue growth for the quarter. In addition to the timing of shipments in the quarter and the higher mix of direct-to-consumer sales, net A/R was also impacted by a year-over-year increase in the allowance for doubtful accounts during the first quarter.

Inventory at quarter-end decreased 2.1% to $164.4 million compared with $167.9 million at March 31, 2008. Running footwear was an allocated program, and as such, much of it shipped directly from the factory to the customer, which benefited our inventory balance at the end of the first quarter. Additionally, we continue to focus on our three main components of inventory management – (1) managing our inventory buy, (2) reducing our production lead times, and (3) selling excess inventory through our outlets and other liquidation channels. Proper inventory management is critical to both our financial strength and brand integrity, especially in this environment. We need to continue to focus on improving our inventory turns by year-end.

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Our investment in capital expenditures in the first quarter was $8.7 million. During our last call, we announced that we would be taking a more conservative approach in 2009 and would plan our cap-ex down year-over-year. Based on our current plans, we now anticipate 2009 cap-ex to be in the range of $30-$35 million, below the $41 million invested in 2008. In addition to the 6 to 10 outlet stores we are planning to open this year, significant portions of our investments will go towards improvements at our distribution center, in-store fixtures and concept shops. Although in the past we have stated that we would anticipate future cap-ex to grow in line with our top line, we believe this year-over-year reduction in cap-ex is appropriate in the current environment.

We are pleased with the results we have delivered to-date in 2009, and we continue to believe in the growth opportunities that we have this year and in future years. We have shown discipline around cost management with a continued willingness to invest in the areas of our Company that will be most critical to our near and mid-term growth. As we look forward to the remainder of 2009, there are a number of factors that can impact our full-year results, which I would like to discuss.

Beginning with the top line. Overall, I would like to point out that we have not assumed an improvement in the environment this year and are planning our business conservatively, especially around our U.S. apparel business.

• With our entry into the running footwear category, footwear remains planned as our largest revenue growth driver in 2009, and the next key indicator will be the performance of our updated running line for back-to-school.

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• We are pleased with how our training footwear performed at retail during the first quarter, but with our entry into running footwear we have planned this business down in 2009.

• Finally, one note regarding the seasonality of net revenues in the back half. As you will recall, in the fourth quarter of 2008 we saw a meaningful slowdown in the environment, which caused back half revenues to be much more heavily weighted towards the third quarter. We do not anticipate back half revenues in 2009 to be as heavily skewed towards the third quarter.

Moving onto gross margins. As we have previously discussed, footwear gross margins are lower than apparel gross margins. With a majority of our top line growth anticipated to come from footwear in 2009, and lacking significant offsets to other components of our gross margin, we anticipate full year gross margins to be down year-over-year. Additionally, we anticipate the fourth quarter to be our highest gross margin quarter for the year.

As we said during our last call, we would like to protect operating margins on a full-year basis. However, we are still being impacted by visibility challenges to the top line as well as market uncertainty. One item that we do control is our level of SG&A investment this year. We continue to balance the need for tight cost controls with the importance of key investments to our long-term growth, and we are currently planning 2009 SG&A dollars to grow in the low-teens on a percentage basis year-over-year. Additionally, we do not anticipate any significant change in the timing of our SG&A spend as compared to 2008.

I would also like to provide you with some color around the second quarter. Similar to previous years, our second quarter is anticipated to be the lowest quarter from both a top line and earnings perspective. In addition, in 2009, we are comping last year’s second quarter trainer launch, which will offset much of the growth in other areas of the business.

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We continue to remain cautious in our view of the business this year, and like many companies in this environment, we are adjusting our outlook for the mid-term horizon as we cannot predict when the environment will improve. However, we have many untapped growth opportunities and remain positive on our long-term prospects. We are focused on the health of our balance sheet, driving liquidity, and effective cost management. Our commitment to our shareholders remains as we drive long-term value creation through financial discipline and investments in our growth platform.

Forward Looking Statements

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

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