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EX-99.2 - EXHIBIT 99.2 - Under Armour, Inc.exhibit9922q16.htm
8-K - FORM 8-K - Under Armour, Inc.july262016form8-k.htm


Exhibit 99.1
Under Armour, Inc.
 
1020 Hull Street
 
Baltimore, MD 21230
 
 
CONTACTS
 
Investors:
 
Carrie Gillard
 
Under Armour, Inc.
 
Tel: 410.843.7676
 
 
Media:
 
Diane Pelkey
 
Under Armour, Inc.
 
Tel: 410.246.5927
 
FOR IMMEDIATE RELEASE
 
 
 
UNDER ARMOUR REPORTS SECOND QUARTER NET REVENUES GROWTH OF 28%;
REITERATES FULL YEAR NET REVENUES OUTLOOK OF $4.925 BILLION

Second Quarter Net Revenues Increased 28% to $1.0 Billion
Reiterates 2016 Net Revenues Outlook of Approximately $4.925 Billion (+24%)
Reiterates 2016 Operating Income Outlook Range of $440 Million to $445 Million (+8% to 9%)

Baltimore, MD (July 26, 2016) - Under Armour, Inc. (NYSE: UA, UA.C) today announced financial results for the second quarter ended June 30, 2016. Net revenues increased 28% in the second quarter of 2016 to $1.0 billion compared with net revenues of $784 million in the prior year's period. Operating income decreased 39% in the second quarter of 2016 to $19 million, inclusive of a $23 million impairment related to the liquidation of Sports Authority, compared with $32 million in the prior year's period. Net income decreased 58% in the second quarter of 2016 to $6 million compared with $15 million in the prior year's period. For the second quarter of 2016 the company realized diluted loss per share of $0.12 for Class A and B shares and diluted earnings per share of $0.15 for Class C shares, reflecting the impact of a $59 million stock dividend paid to Class C shareholders during the quarter. If the Class C stock dividend had not been paid, non-GAAP diluted earnings per share for all classes for the second quarter would have been $0.01 per share, inclusive of $0.03 impact from the impairment related to the Sports Authority liquidation. This compares with diluted earnings per share of $0.03 for all classes in the prior year's period.

During the second quarter, wholesale net revenues grew 27% year-over-year to $635 million compared to $501 million in the prior year's period, while Direct-to-Consumer net revenues grew 28% year-over-year to $321 million compared to $251 million in the prior year's period. North America net revenues for the second quarter grew 22% year-over-year. International net revenues, which represented 15% of total net revenues for the second quarter, grew 68% year-over-year, or 72% on a currency neutral basis.
    
Within product categories, apparel net revenues increased 19% to $613 million compared with $515 million in the same period of the prior year, led by growth in men's training, women's training and golf. Footwear net revenues increased 58% to $243 million from $154 million in the prior year's period, primarily reflecting the continued success of the basketball category led by the Curry signature basketball line as well as growth in running and cleated categories. Accessories net revenues increased 21% to $101 million from $83 million in the prior year's period, driven primarily by growth in bags and headwear.

Kevin Plank, Chairman and CEO of Under Armour, Inc., stated, "The strong broad-based results posted this quarter highlight the continued demand for the Under Armour brand around the world. It also underscores the importance of diversifying our business and driving a sharper point of view with our consumers wherever they shop. In our largest category of apparel we continue to add more dimension with a sport category focus and we remain incredibly proud





of the success of our international and footwear growth drivers.  With the opening of 60 new international Under Armour stores so far this year, including doors on two new continents this quarter, our international business continues to expand and to resonate with the global athlete.  The Stephen Curry signature line has continued to drive strong momentum for the brand and our pinnacle football product, the Highlight Cleat, continues to lead the market."

Gross margin for the second quarter of 2016 was 47.7% compared with 48.4% in the prior year's period, primarily reflecting negative impacts of approximately 130 basis points from sales mix driven by strong growth in footwear and international, partially offset by approximately 50 basis points from improved product cost margins. Selling, general and administrative expenses grew 32% to $458 million compared with $347 million in the prior year's period. This increase includes the impact of the one-time impairment related to the Sports Authority liquidation and continued investments in Direct-to-Consumer and overall headcount to support the Company's strategic initiatives.

Balance Sheet Highlights
Cash and cash equivalents was $121 million at June 30, 2016 compared with $149 million at June 30, 2015. The prior year amount was previously reported as $171 million before giving effect to the reclassification of investments classified as cash. Inventory at June 30, 2016 increased 30% to $1.1 billion compared with $837 million at June 30, 2015. Total debt increased 42% to $1.0 billion at June 30, 2016 compared with $712 million at June 30, 2015.

Class C Stock Dividend
In June 2016, the Company paid a $59 million stock dividend to the holders of Class C common stock in the form of approximately 1.47 million shares of Class C common stock and $2.9 million of cash in lieu of fractional shares in connection with the shareholder litigation regarding the creation of Class C common stock.  This dividend was allocated to the numerator for calculating net income per share of Class C common stock with the remaining undistributed earnings allocated on a pro rata basis to Class A, Class B and Class C common stock based on the number of shares used in the per share computation for each class of stock. The weighted-average share impact of the dividend is included in the denominator of both basic and diluted net income per share computations for the three and six months ended June 30, 2016.

Current 2016 Outlook
Based on current visibility, the Company expects 2016 net revenues of approximately $4.925 billion, representing growth of 24% over 2015, and 2016 operating income in the range of $440 million to $445 million, representing growth of 8% to 9% over 2015. Below the operating line, the Company expects interest expense of approximately $32 million, an effective full year tax rate of approximately 36.5%, and fully diluted weighted average shares outstanding of approximately 448 million.

Mr. Plank concluded, "In 2016, our ability to position the brand to capture the changing expectations of the consumer requires Under Armour to extend and grow in new and different ways. The authenticity we have gained with the athlete over the past 20 years has positioned Under Armour to widen our access through categories, channels, and geographies. Starting with our launch this fall of Under Armour Sportswear, which we are calling UAS, we will continue to find new opportunities to bring more consumers into the Under Armour Brand, whether that is through compelling flagship retail, new partners in wholesale, or on a digital platform. We remain focused on making all athletes better and driving consistent revenue growth quarter after quarter. I am proud of what the team has accomplished so far this year and am incredibly excited about the future of Under Armour for the rest of 2016 and beyond."

Conference Call and Webcast
The Company will provide additional commentary regarding its second quarter as well as its updated 2016 outlook during its earnings conference call today, July 26, 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.







Non-GAAP Financial Information
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, this press release refers to “non-GAAP diluted earnings per share” and to certain “currency neutral” financial information, which are non-GAAP financial measures. The Company provides a reconciliation of these non-GAAP measure to the most directly comparable financial measure calculated in accordance with GAAP. See the end of this press release for this reconciliation.

Non-GAAP diluted earnings per share is calculated to exclude the one-time dividend to our Class C stockholders discussed above under “Class C Stock Dividend”.  Management believes this presentation provides a useful metric to investors because it excludes the effect of this one-time event allowing investors to compare the Company’s results over multiple periods. Currency neutral financial information is calculated to exclude foreign exchange impact. Management uses this information internally to assess sales performance and believes this information is useful both internally and to investors to facilitate a comparison of the Company's results of operations period-over-period. These non-GAAP financial measure should not be considered in isolation and should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP. In addition, the Company's non-GAAP financial information may not be comparable to similarly titled measures reported by other companies.

About Under Armour, Inc.
Under Armour (NYSE: UA, UA.C), the originator of performance footwear, apparel and equipment, revolutionized how athletes across the world dress. Designed to make all athletes better, the brand's innovative products are sold worldwide to athletes at all levels.  The Under Armour Connected Fitness™ platform powers the world’s largest digital health and fitness community through a suite of applications: UA Record, MapMyFitness, Endomondo and MyFitnessPal.  The Under Armour global headquarters is in Baltimore, Maryland. For further information, please visit the Company's website at www.uabiz.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, the implementation of our marketing and branding strategies, and the future benefits and opportunities from acquisitions. 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; the financial health of our customers; our ability to effectively manage our growth and a more complex global business; our ability to successfully manage or realize expected results from acquisitions and other significant investments or capital expenditures; 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 lose market share or reduce the prices of our products or to increase significantly our marketing efforts; 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, including due to port disruptions; 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; risks related to foreign currency exchange rate fluctuations; 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 information systems and other technology, as well as any potential interruption in such systems or technology; risks related to data security or privacy breaches; our ability to raise additional capital required to grow our business on terms acceptable to us; our potential exposure to litigation and other proceedings; and our ability to attract and retain the services of our senior management and key employees. 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.
For the Quarter Ended and Six Months Ended June 30, 2016 and 2015
(Unaudited; in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF INCOME
 

Quarter Ended June 30,

Six Months Ended June 30,
 

2016

% of Net
Revenues

2015

% of Net
Revenues

2016

% of Net
Revenues

2015

% of Net
Revenues
Net revenues

$
1,000,783


100.0
 %

$
783,577


100.0
 %

$
2,048,485


100.0
 %

$
1,588,518


100.0
 %
Cost of goods sold

523,136


52.3
 %

404,524


51.6
 %

1,090,202


53.2
 %

831,801


52.4
 %
Gross profit

477,647


47.7
 %

379,053


48.4
 %

958,283


46.8
 %

756,717


47.6
 %
Selling, general and administrative expenses

458,269


45.8
 %

347,152


44.3
 %

904,022


44.2
 %

697,149


43.9
 %
Income from operations

19,378


1.9
 %

31,901


4.1
 %

54,261


2.6
 %

59,568


3.7
 %
Interest expense, net

(5,754
)

(0.5
)%

(4,262
)

(0.6
)%

(10,286
)

(0.5
)%

(6,472
)

(0.4
)%
Other income (expense), net

(2,955
)

(0.3
)%

41


 %

(253
)

 %

(1,799
)

(0.1
)%
Income before income taxes

10,669


1.1
 %

27,680


3.5
 %

43,722


2.1
 %

51,297


3.2
 %
Provision for income taxes

4,325


0.5
 %

12,914


1.6
 %

18,198


0.9
 %

24,803


1.5
 %
Net income

$
6,344


0.6
 %

$
14,766


1.9
 %

$
25,524


1.2
 %

$
26,494


1.7
 %
       Adjustment payment to Class C capital stockholders
 
59,000

 
 
 

 
 
 
59,000

 
 
 

 
 
Net income (loss) available to all stockholders
 
(52,656
)
 
 

14,766




(33,476
)



26,494



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic net income (loss) per share of Class A and B common stock

$
(0.12
)



$
0.03




$
(0.08
)



$
0.06



Basic net income per share of Class C common stock

$
0.15




$
0.03




$
0.19




$
0.06



Diluted net income (loss) per share of Class A and B common stock
 
$
(0.12
)
 
 
 
$
0.03

 
 
 
$
(0.08
)
 
 
 
$
0.06

 
 
Diluted net income per share of Class C common stock
 
$
0.15

 
 
 
$
0.03

 
 
 
$
0.19

 
 
 
$
0.06

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding Class A and B common stock
 
 
 
 












Basic

217,711




215,590




217,262




215,146



Diluted

221,376




219,921




221,503




219,721



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding Class C common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
217,832

 
 
 
215,590

 
 
 
217,323

 
 
 
215,146

 
 
Diluted
 
221,496

 
 
 
219,921

 
 
 
221,563

 
 
 
219,721

 
 





Under Armour, Inc.
For the Quarter Ended and Six Months Ended June 30, 2016 and 2015
(Unaudited; in thousands)
NET REVENUES BY PRODUCT CATEGORY
 
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Apparel
 
$
612,840

 
$
515,252

 
18.9
%
 
$
1,279,411

 
$
1,070,707

 
19.5
 %
Footwear
 
242,706

 
153,619

 
58.0
%
 
506,952

 
314,585

 
61.1
 %
Accessories
 
100,734

 
83,040

 
21.3
%
 
180,435

 
146,191

 
23.4
 %
Total net sales
 
956,280

 
751,911

 
27.2
%
 
1,966,798

 
1,531,483

 
28.4
 %
Licensing revenues
 
21,006

 
18,104

 
16.0
%
 
40,439

 
35,042

 
15.4
 %
Connected Fitness
 
23,497

 
13,562

 
73.3
%
 
41,998

 
21,993

 
91.0
 %
Intersegment eliminations
 

 

 
%
 
(750
)
 

 
(100.0
)%
Total net revenues
 
$
1,000,783

 
$
783,577

 
27.7
%
 
$
2,048,485

 
$
1,588,518

 
29.0
 %
NET REVENUES BY SEGMENT
 
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
North America
 
$
827,132

 
$
680,776

 
21.5
%
 
$
1,707,727

 
$
1,381,288

 
23.6
 %
International
 
150,154

 
89,239

 
68.3
%
 
299,510

 
185,237

 
61.7
 %
Connected Fitness
 
23,497

 
13,562

 
73.3
%
 
41,998

 
21,993

 
91.0
 %
Intersegment eliminations
 

 

 
%
 
(750
)
 

 
(100.0
)%
Total net revenues
 
$
1,000,783

 
$
783,577

 
27.7
%
 
$
2,048,485

 
$
1,588,518

 
29.0
 %
OPERATING INCOME (LOSS) BY SEGMENT
 
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
North America
 
$
28,149

 
$
52,352

 
(46.2
)%
 
$
68,244

 
$
90,721

 
(24.8
)%
International
 
(1,237
)
 
(4,388
)
 
71.8
 %
 
10,012

 
(54
)
 
18,640.7
 %
Connected Fitness
 
(7,534
)
 
(16,063
)
 
53.1
 %
 
(23,995
)
 
(31,099
)
 
22.8
 %
Income from operations
 
$
19,378

 
$
31,901

 
(39.3
)%
 
$
54,261

 
$
59,568

 
(8.9
)%





Under Armour, Inc.
As of June 30, 2016, December 31, 2015 and June 30, 2015
(Unaudited; in thousands)
CONDENSED CONSOLIDATED BALANCE SHEETS



As of
6/30/16

As of
12/31/15

As of
6/30/15
Assets






Cash and cash equivalents

$
121,216


$
129,852


$
149,085

Accounts receivable, net

460,955


433,638


353,406

Inventories

1,086,749


783,031


836,605

Prepaid expenses and other current assets

180,265


152,242


147,281

Deferred income taxes





71,559

Total current assets

1,849,185


1,498,763


1,557,936

Property and equipment, net

712,873


538,531


430,536

Goodwill
 
580,301

 
585,181

 
591,771

Intangible assets, net
 
70,689

 
75,686

 
83,746

Deferred income taxes

118,053


92,157


32,387

Other long term assets

95,823


75,652


62,533

Total assets

$
3,426,924


$
2,865,970


$
2,758,909

Liabilities and Stockholders’ Equity

 




Revolving credit facility, current
 
$
150,000

 
$

 
$

Accounts payable

332,060


200,460


375,431

Accrued expenses

170,226


192,935


150,824

Current maturities of long term debt

27,000


42,000


42,737

Other current liabilities

30,068


43,415


22,303

Total current liabilities

709,354


478,810


591,295

Long term debt, net of current maturities

838,116


624,070


669,654

Other long term liabilities

108,106


94,868


82,380

Total liabilities

1,655,576


1,197,748


1,343,329

Total stockholders’ equity

1,771,348


1,668,222


1,415,580

Total liabilities and stockholders’ equity

$
3,426,924


$
2,865,970


$
2,758,909






Under Armour, Inc.
For the Six Months Ended June 30, 2016 and 2015
(Unaudited; in thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended June 30,

2016

2015
Cash flows from operating activities



Net income
$
25,524


$
26,494

Adjustments to reconcile net income to net cash used in operating activities



Depreciation and amortization
67,737


46,064

Unrealized foreign currency exchange rate (gains) losses
(3,861
)

19,223

Loss on disposal of property and equipment
463


260

Stock-based compensation
28,623


21,296

Deferred income taxes
(23,739
)

(15,539
)
Changes in reserves and allowances
53,551


10,710

Changes in operating assets and liabilities, net of effects of acquisitions:



Accounts receivable
(74,566
)

(85,104
)
Inventories
(296,654
)

(312,745
)
Prepaid expenses and other assets
(10,935
)

(21,082
)
Accounts payable
145,896


170,131

Accrued expenses and other liabilities
(31,136
)

643

Income taxes payable and receivable
(42,980
)

(40,264
)
Net cash used in operating activities
(162,077
)
 
(179,913
)
Cash flows from investing activities



Purchases of property and equipment
(184,018
)

(165,485
)
Purchases of property and equipment from related parties
(70,288
)
 

Purchase of businesses, net of cash acquired

 
(539,460
)
Purchases of available-for-sale securities
(24,230
)
 
(41,556
)
Sales of available-for-sale securities
45,433

 
19,405

Purchases of other assets
(715
)

(2,321
)
Net cash used in investing activities
(233,818
)

(729,417
)
Cash flows from financing activities



Proceeds from long term debt
1,162,462

 
450,000

Payments on long term debt
(807,238
)

(18,461
)
Excess tax benefits from stock-based compensation arrangements
37,138


37,672

Proceeds from exercise of stock options and other stock issuances
7,600


4,944

Payments of debt financing costs
(6,632
)
 
(947
)
Cash dividends paid
(2,927
)
 

Contingent consideration payments for acquisitions
(2,424
)
 

Net cash provided by financing activities
387,979


473,208

Effect of exchange rate changes on cash and cash equivalents
(720
)

(7,968
)
Net decrease in cash and cash equivalents
(8,636
)

(444,090
)
Cash and cash equivalents



Beginning of period
129,852


593,175

End of period
$
121,216


$
149,085





Non-cash investing activities



Decrease in accrual for property and equipment
$
(14,662
)

$
(5,693
)
Property and equipment acquired under build-to-suit leases

 
5,631






Under Armour, Inc.
For the Quarter Ended June 30, 2016 and 2015
(Unaudited)
The tables below present the reconciliation of non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP. See "Non-GAAP Financial Information" above for further information regarding the Company's use of non-GAAP financial measures.
CURRENCY NEUTRAL NET REVENUE GROWTH RECONCILIATION
 
 
Quarter Ended June 30,
 
Total Net Revenue
 
2016
 
Net revenue growth - GAAP
 
28.4
 %
 
Foreign exchange impact
 
(0.7
)%
 
Currency neutral net revenue growth - Non-GAAP
 
27.7
 %
 
 
 
 
 
North America
 
 
 
Net revenue growth - GAAP
 
21.8
 %
 
Foreign exchange impact
 
(0.3
)%
 
Currency neutral net revenue growth - Non-GAAP
 
21.5
 %
 
 
 
 
 
International
 
 
 
Net revenue growth - GAAP
 
71.9
 %
 
Foreign exchange impact
 
(3.6
)%
 
Currency neutral net revenue growth - Non-GAAP
 
68.3
 %
 
NON-GAAP DILUTIVE EPS RECONCILIATION
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
GAAP
 
Adjustment
 
Non-GAAP
 
GAAP
 
Adjustment
 
Non-GAAP
Net income
$
6,344

 
$

 
$
6,344

 
$
25,524

 
$

 
$
25,524

Adjustment payment to Class C capital stockholders
(59,000
)
 
59,000

 (a)

 
(59,000
)
 
59,000

 (a)

Net income (loss) Attributable to Common Shareholders
$
(52,656
)
 
$
59,000

 
$
6,344

 
$
(33,476
)
 
$
59,000

 
$
25,524

 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding Class A and B common stock - Diluted
221,376

 
 
 
221,376

 
221,503

 
 
 
221,503

Weighted average common shares outstanding Class C common stock - Diluted
221,496

 
(51)
 (a)
221,445

 
221,563

 
(26)
 (a)
221,537

 
 
 
 
 
 
 
 
 
 
 
 
Diluted net income per share of Class A and B common stock
$
(0.12
)
 
 
 
$
0.01

 
$
(0.08
)
 
 
 
$
0.06

Diluted net income per share of Class C common stock
$
0.15

 
 
 
$
0.01

 
$
0.19

 
 
 
$
0.06

 
 
 
 
 
 
 
 
 
 
 
 
(a) - To eliminate dividend paid to Class C Common shareholders.
 
 
 
 
 





BRAND HOUSE AND FACTORY HOUSE DOOR COUNT
 
 
As of June 30,
 
 
2016
 
2015
Factory House
 
146
 
131
Brand House
 
14
 
9
   North America total doors
 
160
 
140
 
 
 
 
 
Factory House
 
26
 
8
Brand House
 
26
 
12
   International total doors
 
52
 
20
 
 
 
 
 
Factory House
 
172
 
139
Brand House
 
40
 
21
   Total doors
 
212
 
160