þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 52-1990078 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1020 Hull Street Baltimore, Maryland 21230 | (410) 454-6428 | |
(Address of principal executive offices) (Zip Code) | (Registrant’s telephone number, including area code) |
Large accelerated filer | þ | Accelerated filer | ¨ | |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
PART I. | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II. | ||
Item 1A. | ||
Item 6. | ||
June 30, 2013 | December 31, 2012 | June 30, 2012 | |||||||||
Assets | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ | 223,842 | $ | 341,841 | $ | 142,928 | |||||
Accounts receivable, net | 212,836 | 175,524 | 175,249 | ||||||||
Inventories | 490,943 | 319,286 | 380,895 | ||||||||
Prepaid expenses and other current assets | 52,291 | 43,896 | 56,145 | ||||||||
Deferred income taxes | 32,043 | 23,051 | 22,078 | ||||||||
Total current assets | 1,011,955 | 903,598 | 777,295 | ||||||||
Property and equipment, net | 190,924 | 180,850 | 163,829 | ||||||||
Intangible assets, net | 3,798 | 4,483 | 5,222 | ||||||||
Deferred income taxes | 26,642 | 22,606 | 17,128 | ||||||||
Other long term assets | 42,069 | 45,546 | 41,215 | ||||||||
Total assets | $ | 1,275,388 | $ | 1,157,083 | $ | 1,004,689 | |||||
Liabilities and Stockholders’ Equity | |||||||||||
Current liabilities | |||||||||||
Accounts payable | 217,925 | 143,689 | 145,649 | ||||||||
Accrued expenses | 77,935 | 85,077 | 59,626 | ||||||||
Current maturities of long term debt | 5,112 | 9,132 | 42,387 | ||||||||
Other current liabilities | 2,923 | 14,330 | 3,876 | ||||||||
Total current liabilities | 303,895 | 252,228 | 251,538 | ||||||||
Long term debt, net of current maturities | 50,387 | 52,757 | 31,499 | ||||||||
Other long term liabilities | 44,099 | 35,176 | 32,519 | ||||||||
Total liabilities | 398,381 | 340,161 | 315,556 | ||||||||
Commitments and contingencies (see Note 4) | |||||||||||
Stockholders’ equity | |||||||||||
Class A Common Stock, $0.0003 1/3 par value; 200,000,000 shares authorized as of June 30, 2013, December 31, 2012 and June 30, 2012; 84,744,081 shares issued and outstanding as of June 30, 2013, 83,461,106 shares issued and outstanding as of December 31, 2012 and 82,499,396 shares issued and outstanding as of June 30, 2012 | 28 | 28 | 28 | ||||||||
Class B Convertible Common Stock, $0.0003 1/3 par value; 20,650,000 shares authorized, issued and outstanding as of June 30, 2013, 21,300,000 shares authorized, issued and outstanding as of December 31, 2012 and 21,900,000 shares authorized, issued and outstanding as of June 30, 2012 | 7 | 7 | 7 | ||||||||
Additional paid-in capital | 359,404 | 321,338 | 301,760 | ||||||||
Retained earnings | 517,798 | 493,181 | 386,454 | ||||||||
Accumulated other comprehensive income (loss) | (230 | ) | 2,368 | 884 | |||||||
Total stockholders’ equity | 877,007 | 816,922 | 689,133 | ||||||||
Total liabilities and stockholders’ equity | $ | 1,275,388 | $ | 1,157,083 | $ | 1,004,689 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net revenues | $ | 454,541 | $ | 369,473 | $ | 926,149 | $ | 753,862 | |||||||
Cost of goods sold | 234,910 | 200,006 | 489,967 | 409,191 | |||||||||||
Gross profit | 219,631 | 169,467 | 436,182 | 344,671 | |||||||||||
Selling, general and administrative expenses | 187,321 | 157,747 | 390,380 | 308,548 | |||||||||||
Income from operations | 32,310 | 11,720 | 45,802 | 36,123 | |||||||||||
Interest expense, net | (711 | ) | (1,320 | ) | (1,436 | ) | (2,675 | ) | |||||||
Other income (expense), net | (797 | ) | 510 | (557 | ) | 592 | |||||||||
Income before income taxes | 30,802 | 10,910 | 43,809 | 34,040 | |||||||||||
Provision for income taxes | 13,236 | 4,242 | 18,429 | 12,711 | |||||||||||
Net income | $ | 17,566 | $ | 6,668 | $ | 25,380 | $ | 21,329 | |||||||
Net income available per common share | |||||||||||||||
Basic | $ | 0.17 | $ | 0.06 | $ | 0.24 | $ | 0.20 | |||||||
Diluted | $ | 0.16 | $ | 0.06 | $ | 0.24 | $ | 0.20 | |||||||
Weighted average common shares outstanding | |||||||||||||||
Basic | 105,265 | 104,324 | 105,081 | 104,085 | |||||||||||
Diluted | 107,417 | 105,972 | 107,256 | 105,838 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net income | $ | 17,566 | $ | 6,668 | $ | 25,380 | $ | 21,329 | |||||||
Other comprehensive income (loss): | |||||||||||||||
Foreign currency translation adjustment | (662 | ) | (1,278 | ) | (3,102 | ) | (1,144 | ) | |||||||
Unrealized gain on cash flow hedge, net of tax of $287 for the three months ended June 30, 2013 and $345 for the six months ended June 30, 2013 | 408 | — | 504 | — | |||||||||||
Total other comprehensive income (loss) | (254 | ) | (1,278 | ) | (2,598 | ) | (1,144 | ) | |||||||
Comprehensive income | $ | 17,312 | $ | 5,390 | $ | 22,782 | $ | 20,185 |
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
Cash flows from operating activities | |||||||
Net income | $ | 25,380 | $ | 21,329 | |||
Adjustments to reconcile net income to net cash used in operating activities | |||||||
Depreciation and amortization | 23,618 | 20,714 | |||||
Unrealized foreign currency exchange rate losses | 1,617 | 908 | |||||
Stock-based compensation | 18,878 | 10,350 | |||||
Loss on disposal of property and equipment | 466 | 400 | |||||
Deferred income taxes | (13,228 | ) | (6,980 | ) | |||
Changes in reserves and allowances | 932 | 1,358 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (37,594 | ) | (42,639 | ) | |||
Inventories | (175,549 | ) | (57,572 | ) | |||
Prepaid expenses and other assets | (4,066 | ) | (1,541 | ) | |||
Accounts payable | 77,644 | 44,543 | |||||
Accrued expenses and other liabilities | 2,812 | (5,658 | ) | ||||
Income taxes payable and receivable | (11,386 | ) | (12,047 | ) | |||
Net cash used in operating activities | (90,476 | ) | (26,835 | ) | |||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (39,696 | ) | (23,560 | ) | |||
Purchases of other assets | (475 | ) | — | ||||
Change in loans receivable | (1,700 | ) | — | ||||
Change in restricted cash | — | (396 | ) | ||||
Net cash used in investing activities | (41,871 | ) | (23,956 | ) | |||
Cash flows from financing activities | |||||||
Payments on long term debt | (2,895 | ) | (3,838 | ) | |||
Excess tax benefits from stock-based compensation arrangements | 9,455 | 12,693 | |||||
Proceeds from exercise of stock options and other stock issuances | 9,738 | 9,852 | |||||
Net cash provided by financing activities | 16,298 | 18,707 | |||||
Effect of exchange rate changes on cash and cash equivalents | (1,950 | ) | (372 | ) | |||
Net decrease in cash and cash equivalents | (117,999 | ) | (32,456 | ) | |||
Cash and cash equivalents | |||||||
Beginning of period | 341,841 | 175,384 | |||||
End of period | $ | 223,842 | $ | 142,928 | |||
Non-cash investing and financing activities | |||||||
Increase (decrease) in accrual for property and equipment | $ | (7,200 | ) | $ | 24 |
Customer A | Customer B | Customer C | ||||||
Net revenues | ||||||||
Six months ended June 30, 2013 | 16.9 | % | 5.8 | % | 5.5 | % | ||
Six months ended June 30, 2012 | 17.7 | % | 6.8 | % | 6.6 | % | ||
Accounts receivable | ||||||||
As of June 30, 2013 | 26.3 | % | 9.9 | % | 7.5 | % | ||
As of December 31, 2012 | 26.4 | % | 8.8 | % | 7.0 | % | ||
As of June 30, 2012 | 24.7 | % | 11.0 | % | 6.7 | % |
June 30, 2013 | June 30, 2012 | |||||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Derivative foreign currency forward contracts (see Note 7) | $ | — | $ | (22 | ) | $ | — | $ | — | $ | (1,480 | ) | $ | — | ||||||||||
Interest rate swap contract (see Note 7) | — | 947 | — | — | — | — | ||||||||||||||||||
TOLI policies held by the Rabbi Trust | — | 4,349 | — | — | 4,078 | — | ||||||||||||||||||
Deferred Compensation Plan obligations | — | (2,882 | ) | — | — | (3,603 | ) | — |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Unrealized foreign currency exchange rate gains (losses) | $ | (1,011 | ) | $ | (2,594 | ) | $ | (1,617 | ) | $ | (908 | ) | |||
Realized foreign currency exchange rate gains (losses) | 388 | 483 | (206 | ) | 1,265 | ||||||||||
Unrealized derivative gains (losses) | (5 | ) | (2 | ) | (26 | ) | 552 | ||||||||
Realized derivative gains (losses) | (169 | ) | 2,623 | 1,292 | (317 | ) |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In thousands, except per share amounts) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Numerator | |||||||||||||||
Net income | $ | 17,566 | $ | 6,668 | $ | 25,380 | $ | 21,329 | |||||||
Net income attributable to participating securities | (18 | ) | (20 | ) | (25 | ) | (85 | ) | |||||||
Net income available to common shareholders (1) | $ | 17,548 | $ | 6,648 | $ | 25,355 | $ | 21,244 | |||||||
Denominator | |||||||||||||||
Weighted average common shares outstanding | 105,178 | 104,028 | 104,964 | 103,720 | |||||||||||
Effect of dilutive securities | 2,152 | 1,648 | 2,175 | 1,753 | |||||||||||
Weighted average common shares and dilutive securities outstanding | 107,330 | 105,676 | 107,139 | 105,473 | |||||||||||
Earnings per share - basic | $ | 0.17 | $ | 0.06 | $ | 0.24 | $ | 0.20 | |||||||
Earnings per share - diluted | $ | 0.16 | $ | 0.06 | $ | 0.24 | $ | 0.20 | |||||||
(1) Basic weighted average common shares outstanding | 105,178 | 104,028 | 104,964 | 103,720 | |||||||||||
Basic weighted average common shares outstanding and participating securities | 105,265 | 104,324 | 105,081 | 104,085 | |||||||||||
Percentage allocated to common stockholders | 99.9 | % | 99.7 | % | 99.9 | % | 99.6 | % |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Net revenues | |||||||||||||||
North America | $ | 428,859 | $ | 348,898 | $ | 869,727 | $ | 711,419 | |||||||
Other foreign countries | 25,682 | 20,575 | 56,422 | 42,443 | |||||||||||
Total net revenues | $ | 454,541 | $ | 369,473 | $ | 926,149 | $ | 753,862 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Operating income (loss) | |||||||||||||||
North America | $ | 33,502 | $ | 10,912 | $ | 46,753 | $ | 33,273 | |||||||
Other foreign countries | (1,192 | ) | 808 | (951 | ) | 2,850 | |||||||||
Total operating income | 32,310 | 11,720 | 45,802 | 36,123 | |||||||||||
Interest expense, net | (711 | ) | (1,320 | ) | (1,436 | ) | (2,675 | ) | |||||||
Other income (expense), net | (797 | ) | 510 | (557 | ) | 592 | |||||||||
Income before income taxes | $ | 30,802 | $ | 10,910 | $ | 43,809 | $ | 34,040 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Apparel | $ | 310,221 | $ | 252,849 | $ | 655,747 | $ | 536,180 | |||||||
Footwear | 81,651 | 67,425 | 162,434 | 131,088 | |||||||||||
Accessories | 51,024 | 39,220 | 87,106 | 68,855 | |||||||||||
Total net sales | 442,896 | 359,494 | 905,287 | 736,123 | |||||||||||
License revenues | 11,645 | 9,979 | 20,862 | 17,739 | |||||||||||
Total net revenues | $ | 454,541 | $ | 369,473 | $ | 926,149 | $ | 753,862 |
• | changes 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, global business; |
• | our ability to effectively develop and launch new, innovative and updated products; |
• | our ability to accurately forecast consumer demand for our products and manage our inventory in response to changing demands; |
• | 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; |
• | fluctuations in the costs of our products; |
• | loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; |
• | our ability to further expand our business globally and to drive brand awareness and consumer acceptance of our products in other countries; |
• | 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; |
• | our ability to comply with trade and other regulations; |
• | the availability, integration and effective operation of management information systems and other technology; and |
• | our ability to attract and retain the services of our senior management and key employees. |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Net revenues | $ | 454,541 | $ | 369,473 | $ | 926,149 | $ | 753,862 | |||||||
Cost of goods sold | 234,910 | 200,006 | 489,967 | 409,191 | |||||||||||
Gross profit | 219,631 | 169,467 | 436,182 | 344,671 | |||||||||||
Selling, general and administrative expenses | 187,321 | 157,747 | 390,380 | 308,548 | |||||||||||
Income from operations | 32,310 | 11,720 | 45,802 | 36,123 | |||||||||||
Interest expense, net | (711 | ) | (1,320 | ) | (1,436 | ) | (2,675 | ) | |||||||
Other income (expense), net | (797 | ) | 510 | (557 | ) | 592 | |||||||||
Income before income taxes | 30,802 | 10,910 | 43,809 | 34,040 | |||||||||||
Provision for income taxes | 13,236 | 4,242 | 18,429 | 12,711 | |||||||||||
Net income | $ | 17,566 | $ | 6,668 | $ | 25,380 | $ | 21,329 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
(As a percentage of net revenues) | 2013 | 2012 | 2013 | 2012 | |||||||
Net revenues | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||
Cost of goods sold | 51.7 | % | 54.1 | % | 52.9 | % | 54.3 | % | |||
Gross profit | 48.3 | % | 45.9 | % | 47.1 | % | 45.7 | % | |||
Selling, general and administrative expenses | 41.2 | % | 42.7 | % | 42.2 | % | 40.9 | % | |||
Income from operations | 7.1 | % | 3.2 | % | 4.9 | % | 4.8 | % | |||
Interest expense, net | (0.1 | )% | (0.3 | )% | (0.1 | )% | (0.4 | )% | |||
Other income (expense), net | (0.2 | )% | 0.1 | % | (0.1 | )% | 0.1 | % | |||
Income before income taxes | 6.8 | % | 3.0 | % | 4.7 | % | 4.5 | % | |||
Provision for income taxes | 2.9 | % | 1.2 | % | 2.0 | % | 1.7 | % | |||
Net income | 3.9 | % | 1.8 | % | 2.7 | % | 2.8 | % |
Three Months Ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | $ Change | % Change | ||||||||||
Apparel | $ | 310,221 | $ | 252,849 | $ | 57,372 | 22.7 | % | ||||||
Footwear | 81,651 | 67,425 | 14,226 | 21.1 | % | |||||||||
Accessories | 51,024 | 39,220 | 11,804 | 30.1 | % | |||||||||
Total net sales | 442,896 | 359,494 | 83,402 | 23.2 | % | |||||||||
License revenues | 11,645 | 9,979 | 1,666 | 16.7 | % | |||||||||
Total net revenues | $ | 454,541 | $ | 369,473 | $ | 85,068 | 23.0 | % |
• | $30.5 million, or 28.8%, increase in direct to consumer sales, led by growth in our e-commerce business, along with 14 additional retail stores or 14.1% growth, since June 2012; |
• | unit growth driven by increased distribution and new offerings in multiple product categories, most significantly in our training and golf apparel, including our new UA HEATGEAR® Sonic product line and UA Storm and Charged Cotton® platforms, running apparel and footwear, including UA SpineTM footwear, and headwear accessories; and |
• | increased average selling prices due to increasing sales of higher priced products, primarily our football apparel and cleats, including the UA Highlight cleat. |
• | approximate 140 basis point increase driven primarily by lower North American apparel and accessories product input costs. We do not expect the North American product input cost favorability to continue through the remainder of 2013; and |
• | approximate 110 basis point increase driven by sales mix. The sales mix impact was partially driven by decreased sales mix of excess inventory through our factory house outlet stores at lower prices, along with lower proportion of US wholesale footwear sales. We expect the favorable sales mix impact will decrease through the remainder of 2013. |
• | approximate 10 basis point decrease driven by higher inbound freight, partially due to supply chain challenges, required to meet customer demand. We expect this year over year impact to become favorable as we move through the remainder of 2013. |
• | Marketing costs increased $2.4 million to $49.0 million for the three months ended June 30, 2013 from $46.6 million for the same period in 2012 primarily due to increased sponsorship of collegiate and professional teams and athletes, including Tottenham Hotspur Football Club. As a percentage of net revenues, marketing costs decreased to 10.7% for the three months ended June 30, 2013 from 12.6% for the same period in 2012 primarily due to timing of media costs. |
• | Selling costs increased $12.8 million to $51.4 million for the three months ended June 30, 2013 from $38.6 million for the same period in 2012. This increase was primarily due to higher personnel and other costs incurred for the continued expansion of our direct to consumer distribution channel. As a percentage of net revenues, selling costs increased to 11.3% for the three months ended June 30, 2013 from 10.5% for the same period in 2012 primarily due to the items noted above. |
• | Product innovation and supply chain costs increased $6.7 million to $46.1 million for the three months ended June 30, 2013 from $39.4 million for the same period in 2012 primarily due to higher distribution facilities operating and personnel costs to support our growth in net revenues. As a percentage of net revenues, product innovation and supply chain costs decreased to 10.2% for the three months ended June 30, 2013 compared to 10.7% for the same period in 2012. |
• | Corporate services costs increased $7.7 million to $40.8 million for the three months ended June 30, 2013 from $33.1 million for the same period in 2012. This increase was primarily attributable to higher incentive compensation and other administrative costs necessary to support our growth. As a percentage of net revenues, corporate services costs increased slightly to 9.0% for the three months ended June 30, 2013 compared to 8.9% for the same period in 2012. |
Six Months Ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | $ Change | % Change | ||||||||||
Apparel | $ | 655,747 | $ | 536,180 | $ | 119,567 | 22.3 | % | ||||||
Footwear | 162,434 | 131,088 | 31,346 | 23.9 | % | |||||||||
Accessories | 87,106 | 68,855 | 18,251 | 26.5 | % | |||||||||
Total net sales | 905,287 | 736,123 | 169,164 | 23.0 | % | |||||||||
License revenues | 20,862 | 17,739 | 3,123 | 17.6 | % | |||||||||
Total net revenues | $ | 926,149 | $ | 753,862 | $ | 172,287 | 22.9 | % |
• | $59.8 million, or 29.8%, increase in direct to consumer sales, led by growth in our e-commerce business, along with 14 additional retail stores or 14.1% growth, since June 2012; |
• | unit growth driven by increased distribution and new offerings in multiple product categories, most significantly our training apparel, including our new UA HEATGEAR® Sonic product line and UA Storm and Charged Cotton® platforms, running apparel and footwear, including UA SpineTM footwear, and headwear accessories; and |
• | increased average selling prices due to increasing sales of higher priced products, primarily our football cleats, including the UA Highlight cleat, and women's Studio line. |
• | approximate 130 basis point increase driven primarily by lower North American apparel and accessories product input costs. We do not expect the North American product input cost favorability to continue through the remainder of 2013; and |
• | approximate 30 basis point increase driven by sales mix. The sales mix impact was partially driven by decreased sales mix of excess inventory through our factory house outlet stores at lower prices, along with lower proportion of US wholesale footwear sales. We expect the favorable sales mix impact will decrease through the remainder of 2013. |
• | approximate 20 basis point decrease driven by higher inbound freight, partially due to supply chain challenges, required to meet customer demand. We expect this year over year impact to become favorable as we move through the remainder of 2013. |
• | Marketing costs increased $21.0 million to $111.8 million for the six months ended June 30, 2013 from $90.8 million for the same period in 2012 primarily due to key marketing campaigns, including the I WILL® innovation campaign, as well as increased sponsorship of collegiate and professional teams and athletes, including Tottenham Hotspur Football Club. As a percentage of net revenues, marketing costs remained unchanged at 12.1% for the six months ended June 30, 2013 and 2012. |
• | Selling costs increased $25.6 million to $102.0 million for the six months ended June 30, 2013 from $76.4 million for the same period in 2012. This increase was primarily due to higher personnel and other costs incurred for the continued expansion of our direct to consumer distribution channel. As a percentage of net revenues, selling costs increased to 11.0% for the six months ended June 30, 2013 from 10.1% for the same period in 2012 primarily due to the items noted above. |
• | Product innovation and supply chain costs increased $18.1 million to $95.2 million for the six months ended June 30, 2013 from $77.1 million for the same period in 2012 primarily due to higher incentive compensation costs and distribution facilities operating costs to support our growth in net revenues. As a percentage of net revenues, product innovation and supply chain costs increased slightly to 10.3% for the six months ended June 30, 2013 compared to 10.2% for the same period in 2012. |
• | Corporate services costs increased $17.2 million to $81.4 million for the six months ended June 30, 2013 from $64.2 million for the same period in 2012. This increase was primarily attributable to higher incentive compensation and other administrative costs necessary to support our growth. As a percentage of net revenues, corporate services costs increased to 8.8% for the six months ended June 30, 2013 compared to 8.5% for the same period in 2012. |
Three months ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | $ Change | % Change | ||||||||||
North America | $ | 428,859 | $ | 348,898 | $ | 79,961 | 22.9 | % | ||||||
Other foreign countries | 25,682 | 20,575 | $ | 5,107 | 24.8 | % | ||||||||
Total net revenues | $ | 454,541 | $ | 369,473 | $ | 85,068 | 23.0 | % |
Three months ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | $ Change | % Change | ||||||||||
North America | $ | 33,502 | $ | 10,912 | $ | 22,590 | 207.0 | % | ||||||
Other foreign countries | (1,192 | ) | 808 | (2,000 | ) | (247.5 | )% | |||||||
Total operating income | $ | 32,310 | $ | 11,720 | $ | 20,590 | 175.7 | % |
Six months ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | $ Change | % Change | ||||||||||
North America | $ | 869,727 | $ | 711,419 | $ | 158,308 | 22.3 | % | ||||||
Other foreign countries | 56,422 | 42,443 | $ | 13,979 | 32.9 | % | ||||||||
Total net revenues | $ | 926,149 | $ | 753,862 | $ | 172,287 | 22.9 | % |
Six months ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | $ Change | % Change | ||||||||||
North America | $ | 46,753 | $ | 33,273 | $ | 13,480 | 40.5 | % | ||||||
Other foreign countries | (951 | ) | 2,850 | (3,801 | ) | (133.4 | )% | |||||||
Total operating income | $ | 45,802 | $ | 36,123 | $ | 9,679 | 26.8 | % |
Six Months Ended June 30, | |||||||
(In thousands) | 2013 | 2012 | |||||
Net cash provided by (used in): | |||||||
Operating activities | $ | (90,476 | ) | $ | (26,835 | ) | |
Investing activities | (41,871 | ) | (23,956 | ) | |||
Financing activities | 16,298 | 18,707 | |||||
Effect of exchange rate changes on cash and cash equivalents | (1,950 | ) | (372 | ) | |||
Net decrease in cash and cash equivalents | $ | (117,999 | ) | $ | (32,456 | ) |
• | a larger increase in inventory investments of $118.0 million in the current period as compared to the prior period, partially offset by an increase in accounts payable of $33.1 million. In line with our expectations, inventory grew in the second quarter of 2013 at a rate higher than net revenue growth due to supply chain initiatives designed to improve customer service levels. This increase was also partially offset by |
• | a larger increase in accrued expenses and other liabilities of $8.5 million in the current period as compared to the prior period, primarily due to higher accruals for our performance incentive plan as compared to the prior period. |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Unrealized foreign currency exchange rate gains (losses) | $ | (1,011 | ) | $ | (2,594 | ) | $ | (1,617 | ) | $ | (908 | ) | |||
Realized foreign currency exchange rate gains (losses) | 388 | 483 | (206 | ) | 1,265 | ||||||||||
Unrealized derivative gains (losses) | (5 | ) | (2 | ) | (26 | ) | 552 | ||||||||
Realized derivative gains (losses) | (169 | ) | 2,623 | 1,292 | (317 | ) |
Exhibit No. | |
31.01 | Section 302 Chief Executive Officer Certification. |
31.02 | Section 302 Chief Financial Officer Certification. |
32.01 | Section 906 Chief Executive Officer Certification. |
32.02 | Section 906 Chief Financial Officer Certification. |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
UNDER ARMOUR, INC. | ||
By: | /s/ BRAD DICKERSON | |
Brad Dickerson | ||
Chief Financial Officer |
/s/ KEVIN A. PLANK | |
Kevin A. Plank | |
Chairman of the Board of Directors, Chief Executive Officer and President |
/s/ BRAD DICKERSON | |
Brad Dickerson | |
Chief Financial Officer |
/s/ KEVIN A. PLANK | |
Kevin A. Plank | |
Chairman of the Board of Directors, Chief Executive Officer and President |
/s/ BRAD DICKERSON | |
Brad Dickerson | |
Chief Financial Officer |
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Segment Data and Related Information
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Segment Data and Related Information | Segment Data and Related Information The Company’s operating segments are based on how the Chief Operating Decision Maker (“CODM”) makes decisions about allocating resources and assessing performance. The CODM receives discrete financial information by geographic region based on the Company’s strategy to become a global brand. These geographic regions include North America; Latin America; Europe, the Middle East and Africa (“EMEA”); and Asia. The Company’s operating segments are based on these geographic regions. Each geographic segment operates exclusively in one industry: the development, marketing and distribution of branded performance apparel, footwear and accessories. Due to the insignificance of the EMEA, Latin America and Asia operating segments, they have been combined into other foreign countries for disclosure purposes. The geographic distribution of the Company’s net revenues and operating income are summarized in the following tables based on the location of its customers and operations. Net revenues represent sales to external customers for each segment. In addition to net revenues, operating income is a primary financial measure used by the Company to evaluate performance of each segment. Intercompany balances were eliminated for separate disclosure and corporate expenses from North America have not been allocated to other foreign countries.
Net revenues by product category are as follows:
|
Consolidated Statements of Income (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Net revenues | $ 454,541 | $ 369,473 | $ 926,149 | $ 753,862 |
Cost of goods sold | 234,910 | 200,006 | 489,967 | 409,191 |
Gross profit | 219,631 | 169,467 | 436,182 | 344,671 |
Selling, general and administrative expenses | 187,321 | 157,747 | 390,380 | 308,548 |
Income from operations | 32,310 | 11,720 | 45,802 | 36,123 |
Interest Income (Expense), Net | (711) | (1,320) | (1,436) | (2,675) |
Other income (expense), net | (797) | 510 | (557) | 592 |
Income before income taxes | 30,802 | 10,910 | 43,809 | 34,040 |
Provision for income taxes | 13,236 | 4,242 | 18,429 | 12,711 |
Net income | $ 17,566 | $ 6,668 | $ 25,380 | $ 21,329 |
Net income available per common share | ||||
Basic | $ 0.17 | $ 0.06 | $ 0.24 | $ 0.20 |
Diluted | $ 0.16 | $ 0.06 | $ 0.24 | $ 0.20 |
Weighted average common shares outstanding | ||||
Basic | 105,265 | 104,324 | 105,081 | 104,085 |
Diluted | 107,417 | 105,972 | 107,256 | 105,838 |
Credit Facility and Long Term Debt
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Credit Facility and Long Term Debt | Credit Facility and Long Term Debt Credit Facility The Company has a credit facility with certain lending institutions. The credit facility has a term of four years through March 2015 and provides for a committed revolving credit line of up to $300.0 million. The commitment amount under the revolving credit facility may be increased by an additional $50.0 million, subject to certain conditions and approvals as set forth in the credit agreement. No balances were outstanding under the revolving credit facility during the three and six months ended June 30, 2013 and 2012, respectively. The 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 certain of its domestic subsidiaries (other than trademarks and the land, buildings and other assets comprising the Company’s corporate headquarters) and by a pledge of 65% of the equity interests of certain of the Company’s foreign subsidiaries. Up to $5.0 million of the facility may be used to support letters of credit, of which none were outstanding as of June 30, 2013 and 2012. The Company is required to maintain a certain leverage ratio and interest coverage ratio as set forth in the credit agreement. As of June 30, 2013, the Company was in compliance with these ratios. The credit agreement also provides the lenders with the ability to reduce the borrowing base, even if the Company is in compliance with all conditions of the credit agreement, upon a material adverse change to the business, properties, assets, financial condition or results of operations of the Company. The credit agreement contains a number of restrictions that limit the Company’s ability, among other things, and subject to certain limited exceptions, to incur additional indebtedness, pledge its assets as security, guaranty obligations of third parties, make investments, undergo a merger or consolidation, dispose of assets, or materially change its line of business. In addition, the credit agreement includes a cross default provision whereby an event of default under other debt obligations, as defined in the credit agreement, will be considered an event of default under the credit agreement. Borrowings under the credit facility bear interest based on the daily balance outstanding at LIBOR (with no rate floor) plus an applicable margin (varying from 1.25% to 1.75%) or, in certain cases a base rate (based on a certain lending institution’s Prime Rate or as otherwise specified in the credit agreement, with no rate floor) plus an applicable margin (varying from 0.25% to 0.75%). The credit facility also carries a commitment fee equal to the unused borrowings multiplied by an applicable margin (varying from 0.25% to 0.35%). The applicable margins are calculated quarterly and vary based on the Company’s leverage ratio as set forth in the credit agreement. The credit facility included a $25.0 million term loan facility. In May 2011, the Company borrowed $25.0 million under the term loan facility to finance a portion of the acquisition of the Company's headquarters and repaid it in December 2012. The interest rate on the term loan was 1.7% during the three and six months ended June 30, 2012, respectively. Long Term Debt The Company has long term debt agreements with various lenders to finance the acquisition or lease of qualifying capital investments. Loans under these agreements are collateralized by a first lien on the related assets acquired. As these agreements are not committed facilities, each advance is subject to approval by the lenders. Additionally, these agreements include a cross default provision whereby an event of default under other debt obligations, including the Company’s credit facility, will be considered an event of default under these agreements. These agreements require a prepayment fee if the Company pays outstanding amounts ahead of the scheduled terms. The terms of the credit facility limit the total amount of additional financing under these agreements to $40.0 million, of which $18.0 million was available for additional financing as of June 30, 2013. As of June 30, 2013, December 31, 2012 and June 30, 2012, the outstanding principal balance under these agreements was $6.5 million, $11.9 million and $11.1 million, respectively. Currently, advances under these agreements bear interest rates which are fixed at the time of each advance. The weighted average interest rates on outstanding borrowings were 2.5% and 3.8% for the three months ended June 30, 2013 and 2012, respectively, and 2.4% and 3.9% for the six months ended June 30, 2013 and 2012, respectively. In July 2011, in connection with the Company’s acquisition of its corporate headquarters, the Company assumed a $38.6 million nonrecourse loan secured by a mortgage on the acquired property. The assumed loan had an original term of approximately 10 years with a scheduled maturity date of March 2013. The loan had an interest rate of 6.73%. As of June 30, 2012, the outstanding balance on the loan was $37.8 million. In addition, in connection with this loan, the Company was required to set aside amounts in reserve and cash collateral accounts. As of June 30, 2012, the restricted cash balance was $5.4 million. The Company had no restricted cash requirements as of June 30, 2013. In December 2012, the Company repaid the remaining balance of the assumed loan of $37.7 million and entered into a $50.0 million loan collateralized by the land, buildings and tenant improvements comprising the Company's corporate headquarters. The new loan has a 7 year term and maturity date of December 2019. The loan bears interest at one month LIBOR plus a margin of 1.50%, and allows for prepayment without penalty. As of June 30, 2013, the outstanding balance on the loan was $49.0 million. The weighted average interest rate on the loan was 1.7% for the three and six months ended June 30, 2013. Interest expense was $0.7 million and $1.3 million for the three months ended June 30, 2013 and 2012, respectively, and $1.4 million and $2.7 million for the six months ended June 30, 2013 and 2012, respectively. Interest expense includes the amortization of deferred financing costs and interest expense under the credit and long term debt facilities discussed above, as well as interest incurred in connection with the Company's interest rate swap contract. The Company monitors the financial health and stability of its lenders under the revolving credit and long term debt facilities, however during any period of significant instability in the credit markets lenders could be negatively impacted in their ability to perform under these facilities. |
Summary Of Significant Accounting Policies (Schedule Of Customers That Accounted For A Large Portion Of Net Revenues And Accounts Receivable) (Detail)
|
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
|
Customer A [Member] | Net Revenues [Member]
|
|||
Concentration Risk [Line Items] | |||
Concentration risk | 16.90% | 17.70% | |
Customer A [Member] | Accounts Receivable [Member]
|
|||
Concentration Risk [Line Items] | |||
Concentration risk | 26.30% | 24.70% | 26.40% |
Customer B [Member] | Net Revenues [Member]
|
|||
Concentration Risk [Line Items] | |||
Concentration risk | 5.80% | 6.80% | |
Customer B [Member] | Accounts Receivable [Member]
|
|||
Concentration Risk [Line Items] | |||
Concentration risk | 9.90% | 11.00% | 8.80% |
Customer C [Member] | Net Revenues [Member]
|
|||
Concentration Risk [Line Items] | |||
Concentration risk | 5.50% | 6.60% | |
Customer C [Member] | Accounts Receivable [Member]
|
|||
Concentration Risk [Line Items] | |||
Concentration risk | 7.50% | 6.70% | 7.00% |
Summary of Significant Accounting Policies (Policies)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to a significant concentration of credit risk consist primarily of accounts receivable. The majority of the Company’s accounts receivable are due from large sporting goods retailers. Credit is extended based on an evaluation of the customer’s financial condition, and generally, collateral is not required. The most significant customers that accounted for a large portion of net revenues and accounts receivable were as follows:
|
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Allowance For Doubtful Accounts | Allowance for Doubtful Accounts As of June 30, 2013, December 31, 2012 and June 30, 2012, the allowance for doubtful accounts was $3.3 million, $3.3 million and $2.9 million, respectively. |
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Shipping and Handling Costs | Shipping and Handling Costs The Company charges certain customers shipping and handling fees. These fees are recorded in net revenues. The Company includes the majority of outbound handling costs as a component of selling, general and administrative expenses. Outbound handling costs include costs associated with preparing goods to ship to customers and certain costs to operate the Company’s distribution facilities. These costs, included within selling, general and administrative expenses, were $10.4 million and $7.2 million for the three months ended June 30, 2013 and 2012, respectively, and $19.4 million and $14.6 million for the six months ended June 30, 2013 and 2012, respectively. The Company includes outbound freight costs associated with shipping goods to customers as a component of cost of goods sold. |
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Management Estimates | Management Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, including estimates relating to assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities 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 Measurements (Financial Assets And (Liabilities) Measured At Fair Value) (Detail) (USD $)
|
3 Months Ended | 6 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
Jun. 30, 2012
|
Jun. 30, 2013
Fair Value, Inputs, Level 1 [Member]
|
Jun. 30, 2012
Fair Value, Inputs, Level 1 [Member]
|
Jun. 30, 2013
Fair Value, Inputs, Level 2 [Member]
|
Jun. 30, 2012
Fair Value, Inputs, Level 2 [Member]
|
Jun. 30, 2013
Fair Value, Inputs, Level 3 [Member]
|
Jun. 30, 2012
Fair Value, Inputs, Level 3 [Member]
|
Jun. 30, 2013
Foreign Exchange Forward [Member]
Fair Value, Inputs, Level 1 [Member]
|
Jun. 30, 2012
Foreign Exchange Forward [Member]
Fair Value, Inputs, Level 1 [Member]
|
Jun. 30, 2013
Foreign Exchange Forward [Member]
Fair Value, Inputs, Level 2 [Member]
|
Jun. 30, 2012
Foreign Exchange Forward [Member]
Fair Value, Inputs, Level 2 [Member]
|
Jun. 30, 2013
Foreign Exchange Forward [Member]
Fair Value, Inputs, Level 3 [Member]
|
Jun. 30, 2012
Foreign Exchange Forward [Member]
Fair Value, Inputs, Level 3 [Member]
|
Jun. 30, 2013
Interest Rate Swap [Member]
|
Jun. 30, 2013
Interest Rate Swap [Member]
|
Jun. 30, 2013
Interest Rate Swap [Member]
Fair Value, Inputs, Level 1 [Member]
|
Jun. 30, 2012
Interest Rate Swap [Member]
Fair Value, Inputs, Level 1 [Member]
|
Jun. 30, 2013
Interest Rate Swap [Member]
Fair Value, Inputs, Level 2 [Member]
|
Jun. 30, 2012
Interest Rate Swap [Member]
Fair Value, Inputs, Level 2 [Member]
|
Jun. 30, 2013
Interest Rate Swap [Member]
Fair Value, Inputs, Level 3 [Member]
|
Jun. 30, 2012
Interest Rate Swap [Member]
Fair Value, Inputs, Level 3 [Member]
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||||||
Fair values of foreign currency forward contracts, liabilities | $ 0 | $ 1,500,000 | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) Recognized in Income, Net | 100,000 | 200,000 | |||||||||||||||||||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 4,800 | 0 | 0 | ||||||||||||||||||||
Interest Rate Derivatives, at Fair Value, Net | 0 | 0 | 947,000 | 0 | 0 | 0 | |||||||||||||||||
Derivative foreign currency forward contracts (refer to Note 8) | 0 | (22,000) | (1,480,000) | 0 | |||||||||||||||||||
TOLI policies held by the Rabbi Trust | 0 | 0 | 4,349,000 | 4,078,000 | 0 | 0 | |||||||||||||||||
Deferred Compensation Plan obligations | $ 0 | $ 0 | $ 2,882,000 | $ 3,603,000 | $ 0 | $ 0 |
Credit Facility And Long Term Debt (Detail) (USD $)
|
3 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
Jun. 30, 2013
Minimum [Member]
|
Jun. 30, 2013
Maximum [Member]
|
Jun. 30, 2013
LIBOR Rate [Member]
|
Jun. 30, 2013
Prime Rate [Member]
|
Jun. 30, 2013
Restricted Cash Balances [Member]
|
Jun. 30, 2012
Restricted Cash Balances [Member]
|
Jul. 31, 2011
Nonrecourse Loan [Member]
|
Jun. 30, 2012
Nonrecourse Loan [Member]
|
Jun. 30, 2013
Line of Credit [Member]
|
Jun. 30, 2013
Term Loan Facility [Member]
|
May 31, 2011
Term Loan Facility [Member]
|
Jun. 30, 2013
Letter of Credit [Member]
|
Dec. 31, 2012
Secured Debt [Member]
|
Jun. 30, 2013
Secured Debt [Member]
|
Jun. 30, 2013
Secured Debt [Member]
LIBOR Rate [Member]
|
Jun. 30, 2013
Line of Credit [Member]
|
|
Debt Disclosure [Line Items] | |||||||||||||||||||||
Debt Facility Term Period | 7 years | 4 years | |||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||||||||||||||||
Credit facility maximum borrowing capacity | $ 300,000,000 | $ 25,000,000.0 | $ 5,000,000 | ||||||||||||||||||
Additional increase under credit facility | 50,000,000 | ||||||||||||||||||||
Percentage of equity interest in foreign subsidiaries pledged for revolving credit facility | 65.00% | ||||||||||||||||||||
Interest rate margin, minimum | 1.25% | 0.25% | |||||||||||||||||||
Interest rate margin, maximum | 1.75% | 0.75% | |||||||||||||||||||
Commitment fee as percentage of the committed line amount less outstanding borrowings and letters of credit | 0.25% | 0.35% | |||||||||||||||||||
Interest rate of credit facility | 1.70% | ||||||||||||||||||||
Total additional finance under long term debt agreements | 40,000,000 | 40,000,000 | |||||||||||||||||||
Remaining borrowing capacity under long term debt agreements | 18,000,000 | 18,000,000 | |||||||||||||||||||
Long term debt agreements principal outstanding | 6,500,000 | 11,100,000 | 6,500,000 | 11,100,000 | 11,900,000 | ||||||||||||||||
Weighted average interest rate on outstanding borrowings | 2.50% | 3.80% | 2.40% | 3.90% | 1.70% | ||||||||||||||||
Debt assumed from acquired property | 38,600,000 | ||||||||||||||||||||
Debt assumed original term (in years) | 10 years | ||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 01, 2013 | ||||||||||||||||||||
Interest rate on assumed loan | 6.73% | ||||||||||||||||||||
Outstanding balance on loan | 37,800,000 | ||||||||||||||||||||
Restricted cash in reserve and cash collateral accounts | 0 | 5,400,000 | |||||||||||||||||||
Repayments of Long-term Debt | 2,895,000 | 3,838,000 | 37,700,000 | ||||||||||||||||||
Secured Debt | 50,000,000 | 49,000,000 | |||||||||||||||||||
Interest Income (Expense), Net | $ (711,000) | $ (1,320,000) | $ (1,436,000) | $ (2,675,000) |
Earnings Per Share (Schedule Of Reconciliation Of Basic Earnings Per Share To Diluted Earnings Per Share) (Parenthetical) (Detail)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Basic weighted average common shares outstanding | 105,178 | 104,028 | 104,964 | 103,720 |
Basic weighted average common shares outstanding and participating securities | 105,265 | 104,324 | 105,081 | 104,085 |
Percentage allocated to common stockholders | 99.90% | 99.70% | 99.90% | 99.60% |
Risk Management And Derivatives (Changes In Foreign Currency Exchange Rates And Derivative Foreign Currency Forward Contracts) (Detail) (USD $)
|
6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
Jun. 30, 2013
Foreign Currency Exchange Rates [Member]
|
Jun. 30, 2012
Foreign Currency Exchange Rates [Member]
|
Jun. 30, 2013
Foreign Currency Exchange Rates [Member]
|
Jun. 30, 2012
Foreign Currency Exchange Rates [Member]
|
Jun. 30, 2013
Foreign Currency Forward Contracts [Member]
|
Jun. 30, 2012
Foreign Currency Forward Contracts [Member]
|
Jun. 30, 2013
Foreign Currency Forward Contracts [Member]
|
Jun. 30, 2012
Foreign Currency Forward Contracts [Member]
|
Jun. 30, 2013
Interest Rate Swap [Member]
Fair Value, Inputs, Level 2 [Member]
|
Jun. 30, 2012
Interest Rate Swap [Member]
Fair Value, Inputs, Level 2 [Member]
|
|
Foreign Currency Exchange Gain Loss [Line Items] | |||||||||||||
Interest Rate Derivatives, at Fair Value, Net | $ 947,000 | $ 0 | |||||||||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 4,800 | ||||||||||||
Maturity of foreign currency forward contract | 1 month | ||||||||||||
Unrealized foreign currency exchange rate gains (losses) | (1,617,000) | (908,000) | (1,011,000) | (2,594,000) | (1,617,000) | (908,000) | |||||||
Realized foreign currency exchange rate gains (losses) | 388,000 | 483,000 | (206,000) | 1,265,000 | |||||||||
Unrealized derivative gains (losses) | (5,000) | (2,000) | (26,000) | 552,000 | |||||||||
Realized derivative gains (losses) | $ 169,000 | $ (2,623,000) | $ (1,292,000) | $ 317,000 |
Summary Of Significant Accounting Policies (Narrative) (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
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Summary Of Significant Accounting Policies [Line Items] | |||||
Allowance for doubtful accounts receivable | $ 3.3 | $ 2.9 | $ 3.3 | $ 2.9 | $ 3.3 |
Shipping and handling costs | $ 10.4 | $ 7.2 | $ 19.4 | $ 14.6 |
Consolidated Statements of Comprehensive Income (Parenthetical) (USD $)
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3 Months Ended | 6 Months Ended |
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Jun. 30, 2013
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Jun. 30, 2013
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Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | $ 287,000 | $ 345,000 |
Description of the Business
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6 Months Ended |
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Jun. 30, 2013
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Description of the Business | 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 playing fields around the globe, as well as by consumers with active lifestyles. |
Commitments and Contingencies
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6 Months Ended |
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Jun. 30, 2013
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Commitments and Contingencies | Commitments and Contingencies There were no significant changes to the contractual obligations reported in the 2012 Form 10-K other than those which occur in the normal course of business. The Company is, from time to time, involved in routine legal, trade, and other regulatory matters incidental to its business. The Company believes that the ultimate resolution of any such current proceedings and claims will not have a material adverse effect on its consolidated financial position, results of operations or cash flows. |
Summary of Significant Accounting Policies
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of Under Armour, Inc. and its wholly owned subsidiaries (the “Company”). Certain information in footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accounting principles generally accepted in the United States of America for interim consolidated financial statements. In the opinion of management, all adjustments consisting of normal, recurring adjustments considered necessary for a fair statement of the financial position and results of operations were included. All intercompany balances and transactions were eliminated. The consolidated balance sheet as of December 31, 2012 is derived from the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2012 (the “2012 Form 10-K”), which should be read in conjunction with these consolidated financial statements. The results for the six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013 or any other portions thereof. In June 2013, the Company signed an agreement to acquire certain assets of the Company's current distributor in Mexico. The acquisition is expected to close in January 2014. Following the acquisition, the Company will sell its products in Mexico directly rather than through a distributor. Concentration of Credit Risk Financial instruments that subject the Company to a significant concentration of credit risk consist primarily of accounts receivable. The majority of the Company’s accounts receivable are due from large sporting goods retailers. Credit is extended based on an evaluation of the customer’s financial condition, and generally, collateral is not required. The most significant customers that accounted for a large portion of net revenues and accounts receivable were as follows:
Allowance for Doubtful Accounts As of June 30, 2013, December 31, 2012 and June 30, 2012, the allowance for doubtful accounts was $3.3 million, $3.3 million and $2.9 million, respectively. Shipping and Handling Costs The Company charges certain customers shipping and handling fees. These fees are recorded in net revenues. The Company includes the majority of outbound handling costs as a component of selling, general and administrative expenses. Outbound handling costs include costs associated with preparing goods to ship to customers and certain costs to operate the Company’s distribution facilities. These costs, included within selling, general and administrative expenses, were $10.4 million and $7.2 million for the three months ended June 30, 2013 and 2012, respectively, and $19.4 million and $14.6 million for the six months ended June 30, 2013 and 2012, respectively. The Company includes outbound freight costs associated with shipping goods to customers as a component of cost of goods sold. Management Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, including estimates relating to assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities 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. Recently Adopted Accounting Standards In February 2013, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update which requires companies to present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. This guidance is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this pronouncement did not have a material impact on the Company's consolidated financial statements. In July 2012, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update which allows companies to assess qualitative factors to determine the likelihood of indefinite-lived intangible asset impairment and whether it is necessary to perform the quantitative impairment test currently required. This guidance is effective for interim and annual periods beginning after September 15, 2012, with early adoption permitted. The adoption of this pronouncement did not have an impact on the Company's consolidated financial statements. |
Fair Value Measurements (Narrative) (Detail) (USD $)
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Jun. 30, 2013
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Dec. 31, 2012
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Jun. 30, 2012
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Debt Instrument [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | $ 4,800 | ||
Debt instrument, carrying value | $ 6,500,000 | $ 11,900,000 | $ 11,100,000 |
Provision For Income Taxes (Detail)
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6 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
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Provision For Income Taxes [Line Items] | ||
Effective tax rate | 42.10% | 37.30% |
Expected Effective Income Tax Rate Continuing Operations, Minimum | 40.00% | |
Expected effective tax rate | 41.00% |
Segment Data And Related Information (Net Revenues By Product Category) (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Segment Reporting Information [Line Items] | ||||
Total net sales | $ 442,896 | $ 359,494 | $ 905,287 | $ 736,123 |
License revenues | 11,645 | 9,979 | 20,862 | 17,739 |
Total net revenues | 454,541 | 369,473 | 926,149 | 753,862 |
Apparel [Member]
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Segment Reporting Information [Line Items] | ||||
Total net sales | 310,221 | 252,849 | 655,747 | 536,180 |
Footwear [Member]
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Segment Reporting Information [Line Items] | ||||
Total net sales | 81,651 | 67,425 | 162,434 | 131,088 |
Accessories [Member]
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Segment Reporting Information [Line Items] | ||||
Total net sales | $ 51,024 | $ 39,220 | $ 87,106 | $ 68,855 |