Oregon | 000-23939 | 93-0498284 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
¨ | 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)) |
99.1 | Press Release, dated April 27, 2017 (furnished pursuant to Items 2.02 and 7.01 hereof). | |
99.2 | Commentary by Thomas B. Cusick, Executive Vice President of Finance, Chief Financial Officer and Treasurer of Columbia Sportswear Company, dated April 27, 2017 (furnished pursuant to Items 2.02 and 7.01 hereof). |
COLUMBIA SPORTSWEAR COMPANY | ||
Dated: April 27, 2017 | By: | /S/ THOMAS B. CUSICK |
Thomas B. Cusick | ||
Executive Vice President of Finance, Chief Financial Officer and Treasurer |
Exhibit | Description | |
99.1 | Press Release, dated April 27, 2017 (furnished pursuant to Items 2.02 and 7.01 hereof). | |
99.2 | Commentary by Thomas B. Cusick, Executive Vice President of Finance, Chief Financial Officer and Treasurer of Columbia Sportswear Company, dated April 27, 2017 (furnished pursuant to Items 2.02 and 7.01 hereof). |
• | Net sales increased 4 percent to a first-quarter record $543.8 million. |
• | Operating income increased 8 percent to a first-quarter record $48.0 million. |
• | Net income increased 13 percent to a first-quarter record $36.0 million, or $0.51 per diluted share. |
• | Cash and short term investments totaled $590.5 million at March 31, 2017. |
• | Inventory decreased 3 percent to $398.8 million. |
• | The board of directors approved a regular quarterly dividend of $0.18 per share. |
• | Approximately 3 percent net sales growth compared with 2016 net sales of $2.38 billion, including approximately 1 percentage point negative effect from changes in currency exchange rates; |
• | Approximately 3 percent growth in operating income to between approximately $256 million and $265 million, representing operating margin of approximately 10.8 percent; |
• | An effective income tax rate of approximately 23.0 percent; and |
• | Up to 4 percent growth in net income to between approximately $192 million and $199 million, or $2.72 to $2.82 per diluted share. |
• | 16 percent net sales growth (17 percent constant-currency) in the LAAP region to $118.3 million, driven by growth in net sales to LAAP distributors combined with growth in China and Japan, partially offset by a net sales decline in Korea; |
• | 8 percent net sales growth (10 percent constant-currency) in the EMEA region to $55.4 million, including growth in the company's Europe-direct business, partially offset by a decline in net sales to EMEA distributors; and |
• | 3 percent net sales growth (1 percent decline constant-currency) in Canada to $36.9 million; |
• | a U.S. net sales decrease of 1 percent to $333.2 million, due to a decline in wholesale net sales, partially offset by an increase in direct-to-consumer net sales. (See "Geographical Net Sales" table below.) |
March 31, | ||||||||
2017 | 2016 | |||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 556,006 | $ | 430,000 | ||||
Short-term investments | 34,470 | 21,227 | ||||||
Accounts receivable, net | 260,456 | 268,871 | ||||||
Inventories | 398,842 | 412,228 | ||||||
Prepaid expenses and other current assets | 40,863 | 30,116 | ||||||
Total current assets | 1,290,637 | 1,162,442 | ||||||
Property, plant, and equipment, net | 279,730 | 289,663 | ||||||
Intangible assets, net | 132,151 | 137,298 | ||||||
Goodwill | 68,594 | 68,594 | ||||||
Deferred income taxes | 90,109 | 78,090 | ||||||
Other non-current assets | 26,853 | 24,675 | ||||||
Total assets | $ | 1,888,074 | $ | 1,760,762 | ||||
Current Liabilities: | ||||||||
Accounts payable | $ | 95,253 | $ | 113,013 | ||||
Accrued liabilities | 126,866 | 121,066 | ||||||
Income taxes payable | 5,798 | 4,911 | ||||||
Total current liabilities | 227,917 | 238,990 | ||||||
Note payable to related party | 14,171 | 15,123 | ||||||
Other long-term liabilities | 42,872 | 41,986 | ||||||
Income taxes payable | 10,948 | 10,517 | ||||||
Deferred income taxes | 149 | 231 | ||||||
Total liabilities | 296,057 | 306,847 | ||||||
Equity: | ||||||||
Columbia Sportswear Company shareholders' equity | 1,568,271 | 1,435,285 | ||||||
Non-controlling interest | 23,746 | 18,630 | ||||||
Total equity | 1,592,017 | 1,453,915 | ||||||
Total liabilities and equity | $ | 1,888,074 | $ | 1,760,762 |
Three Months Ended March 31, | ||||||||
2017 | 2016 | |||||||
Net sales | $ | 543,793 | $ | 525,136 | ||||
Cost of sales | 285,326 | 277,759 | ||||||
Gross profit | 258,467 | 247,377 | ||||||
47.5 | % | 47.1 | % | |||||
Selling, general and administrative expenses | 212,815 | 205,025 | ||||||
Net licensing income | 2,353 | 1,913 | ||||||
Income from operations | 48,005 | 44,265 | ||||||
Interest income, net | 955 | 491 | ||||||
Interest expense on note payable to related party | (249 | ) | (264 | ) | ||||
Other non-operating expense, net | (53 | ) | (375 | ) | ||||
Income before income tax | 48,658 | 44,117 | ||||||
Income tax expense | (9,773 | ) | (9,923 | ) | ||||
Net income | 38,885 | 34,194 | ||||||
Net income attributable to non-controlling interest | 2,879 | 2,424 | ||||||
Net income attributable to Columbia Sportswear Company | $ | 36,006 | $ | 31,770 | ||||
Earnings per share attributable to Columbia Sportswear Company: | ||||||||
Basic | $ | 0.52 | $ | 0.46 | ||||
Diluted | $ | 0.51 | $ | 0.45 | ||||
Weighted average shares outstanding: | ||||||||
Basic | 69,606 | 69,441 | ||||||
Diluted | 70,414 | 70,455 |
Three Months Ended March 31, | ||||||||
2017 | 2016 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 38,885 | $ | 34,194 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 14,940 | 14,682 | ||||||
Loss on disposal and impairment of property, plant, and equipment | 160 | 159 | ||||||
Deferred income taxes | 4,426 | 1,323 | ||||||
Stock-based compensation | 2,941 | 3,073 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 76,619 | 108,668 | ||||||
Inventories | 94,487 | 68,511 | ||||||
Prepaid expenses and other current assets | (2,139 | ) | 3,642 | |||||
Other assets | 1,336 | (2,426 | ) | |||||
Accounts payable | (122,824 | ) | (104,419 | ) | ||||
Accrued liabilities | (18,961 | ) | (33,476 | ) | ||||
Income taxes payable | (1,738 | ) | 1,453 | |||||
Other liabilities | 97 | 1,612 | ||||||
Net cash provided by operating activities | 88,229 | 96,996 | ||||||
Cash flows from investing activities: | ||||||||
Purchases of short-term investments | (33,813 | ) | (20,781 | ) | ||||
Capital expenditures | (11,275 | ) | (10,048 | ) | ||||
Proceeds from sale of property, plant, and equipment | 27 | 24 | ||||||
Net cash used in investing activities | (45,061 | ) | (30,805 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from credit facilities | 400 | 2,691 | ||||||
Repayments on credit facilities | (400 | ) | (4,631 | ) | ||||
Proceeds from issuance of common stock under employee stock plans | 7,791 | 7,417 | ||||||
Tax payments related to restricted stock unit issuances | (3,513 | ) | (4,756 | ) | ||||
Repurchase of common stock | (33,000 | ) | — | |||||
Cash dividends paid | (12,499 | ) | (11,841 | ) | ||||
Net cash used in financing activities | (41,221 | ) | (11,120 | ) | ||||
Net effect of exchange rate changes on cash | 2,670 | 5,159 | ||||||
Net increase in cash and cash equivalents | 4,617 | 60,230 | ||||||
Cash and cash equivalents, beginning of period | 551,389 | 369,770 | ||||||
Cash and cash equivalents, end of period | $ | 556,006 | $ | 430,000 | ||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Capital expenditures incurred but not yet paid | $ | 4,206 | $ | 2,582 |
Three Months Ended March 31, | |||||||||||||||||||
Adjust for | Constant- | Constant- | |||||||||||||||||
Reported | Foreign | currency | Reported | Reported | currency | ||||||||||||||
Net Sales | Currency | Net Sales | Net Sales | Net Sales | Net Sales | ||||||||||||||
2017 | Translation | 2017(1) | 2016 | % Change | % Change(1) | ||||||||||||||
Geographical Net Sales: | |||||||||||||||||||
United States | $ | 333.2 | $ | — | $ | 333.2 | $ | 336.2 | (1)% | (1)% | |||||||||
LAAP | 118.3 | 1.3 | 119.6 | 101.8 | 16% | 17% | |||||||||||||
EMEA | 55.4 | 0.9 | 56.3 | 51.3 | 8% | 10% | |||||||||||||
Canada | 36.9 | (1.3 | ) | 35.6 | 35.8 | 3% | (1)% | ||||||||||||
Total | $ | 543.8 | $ | 0.9 | $ | 544.7 | $ | 525.1 | 4% | 4% | |||||||||
Brand Net Sales: | |||||||||||||||||||
Columbia | $ | 449.1 | $ | 1.1 | $ | 450.2 | $ | 437.1 | 3% | 3% | |||||||||
SOREL | 27.2 | (0.1 | ) | 27.1 | 18.1 | 50% | 50% | ||||||||||||
prAna | 38.7 | — | 38.7 | 41.4 | (7)% | (7)% | |||||||||||||
Mountain Hardwear | 27.7 | (0.1 | ) | 27.6 | 25.2 | 10% | 10% | ||||||||||||
Other | 1.1 | — | 1.1 | 3.3 | (67)% | (67)% | |||||||||||||
Total | $ | 543.8 | $ | 0.9 | $ | 544.7 | $ | 525.1 | 4% | 4% | |||||||||
Categorical Net Sales: | |||||||||||||||||||
Apparel, Accessories and Equipment | $ | 440.0 | $ | 0.2 | $ | 440.2 | $ | 434.0 | 1% | 1% | |||||||||
Footwear | 103.8 | 0.7 | 104.5 | 91.1 | 14% | 15% | |||||||||||||
Total | $ | 543.8 | $ | 0.9 | $ | 544.7 | $ | 525.1 | 4% | 4% |
• | Approximately 3 percent net sales growth compared with 2016 net sales of $2.38 billion, including approximately 1 percentage point negative effect from changes in currency exchange rates; |
• | Approximately 3 percent growth in operating income to between approximately $256 million and $265 million, representing operating margin of approximately 10.8 percent; |
• | An effective income tax rate of approximately 23.0 percent; and |
• | Up to 4 percent growth in net income to between approximately $192 million and $199 million, or $2.72 to $2.82 per diluted share. |
• | U.S. net sales decreased $3.0 million, or 1 percent, to $333.2 million. The decrease in U.S. net sales reflected a mid-single-digit percentage decrease in wholesale net sales, partially offset by a low-single-digit percentage increase in DTC net sales. The combined effects of U.S. wholesale customer bankruptcies, liquidations, and store closures, combined with subdued consumer demand for cold-weather products in key U.S. markets, presented a difficult comparison to the first quarter of 2016 during which U.S. sales grew 18 percent. During the first quarter of 2017, the company operated 120 U.S. retail stores and 4 branded ecommerce sites, compared with 110 stores and 5 branded ecommerce sites in the first quarter of 2016. |
• | Net sales in the Latin America/Asia Pacific (LAAP) region increased $16.5 million, or 16 percent (17 percent constant-currency), to $118.3 million, consisting of 80 percent growth in net sales to LAAP distributors, reflecting a shift in the timing of shipments of increased Spring 2017 advance orders; low-double-digit percentage growth in China (high-teen constant-currency), including accelerated shipments to wholesale customers in advance of the enterprise resource planning (ERP) go-live planned to occur during the second quarter of 2017; and low-double-digit percentage growth in Japan (high-single-digit constant-currency) driven by increased DTC net sales, partially offset by a mid-single-digit net sales decline in Korea (high-single-digit constant-currency). |
• | Net sales in the Europe/Middle East/Africa (EMEA) region increased $4.1 million, or 8 percent (10 percent constant-currency), to $55.4 million, reflecting mid-teen percentage growth in Europe-direct markets (high-teen constant-currency) driven by increased Spring 2017 advance wholesale orders coupled with an increase in Fall 2016 at-once orders, partially offset by a mid-20-percent decline in net sales to EMEA distributors, due to a shift in timing of shipments of increased Spring 2017 advance orders. |
• | Net sales in Canada increased 3 percent (declined 1 percent constant-currency) to $36.9 million, positively affected by foreign currency exchange rates which more than offset a net sales decrease in local currency. |
• | Columbia brand net sales increased $12.0 million, or 3 percent, to $449.1 million, including increased net sales to LAAP distributors (aided by a favorable shift in timing of shipments of increased Spring 2017 advance orders), and higher net sales in China, Europe-direct markets, Japan, and the U.S. DTC business, partially offset by lower U.S. wholesale net sales, and lower net sales to EMEA distributors (attributable to an unfavorable shift in timing of shipments of increased Spring 2017 advance orders). |
• | SOREL brand net sales increased $9.1 million, or 50 percent, to $27.2 million, driven by shipment of advance North American wholesale orders for the brand's expanded Spring season assortment and increased Fall 2016 close-out product sales. |
• | prAna brand net sales of $38.7 million decreased $2.7 million, or 7 percent, concentrated in the U.S. wholesale business, partially offset by increased net sales in its DTC business. |
• | Mountain Hardwear brand net sales increased $2.5 million, or 10 percent, to $27.7 million, driven by increased close-out sales in the U.S. and a shift in timing of shipments of advance orders to LAAP distributors. |
• | Global Apparel, Accessories and Equipment net sales increased 1 percent, to $440.0 million, primarily driven by increased net sales of the Columbia and Mountain Hardwear brands, partially offset by a decline in prAna brand net sales. |
• | Global Footwear net sales increased 14 percent (15 percent constant-currency), to $103.8 million, reflecting a nearly 50 percent increase in SOREL brand net sales and a mid-single-digit percentage increase in Columbia brand net sales. |
• | a favorable sourcing environment; and |
• | selective price increases in various product categories and geographies. |
• | increased costs to support the company's expanding global DTC businesses; |
• | changes in the timing of receipt of local tax subsidies related to the company's China joint venture; and |
• | increased demand creation expenses. |
• | approximately 3 percent growth in global net sales compared to 2016, including contributions from three of our four brands and all four of our geographic regions, and reflecting approximately 1 percentage point negative effect from changes in foreign currency exchange rates; |
• | a majority of the projected full year 2017 global net sales increase is expected to come from the company's U.S. DTC channel, including the planned addition of 13 stores and increased productivity in our ecommerce channel; |
• | approximately 30 basis point expansion of gross margins, including a nominal impact from changes in foreign currency hedge rates; |
• | SG&A expense growth at a rate slightly greater than anticipated net sales growth, resulting in approximately 30 basis points of deleverage; |
• | approximately 3 percent growth in operating income to between approximately $256 million and $265 million, representing operating margin of approximately 10.8 percent; |
• | an effective income tax rate of approximately 23.0 percent; and |
• | up to 4 percent growth in net income to between approximately $192 million and $199 million, or $2.72 to $2.82 per diluted share. |
• | comparable net sales growth rates in the first and second half; and |
• | more pronounced SG&A deleverage in the first half of the year than in the second half. |
• | Low-single-digit percentage net sales growth from the Columbia brand, mid-single-digit percentage net sales growth from the SOREL brand, and low-single-digit percentage net sales growth from the prAna brand, partially offset by a high-single-digit percentage decline in Mountain Hardwear brand net sales. |
• | Low-single-digit percentage net sales growth in the U.S. business, consisting of low-double-digit percentage growth in DTC net sales and a mid-single-digit percentage decline in wholesale net sales. |
• | Mid-single-digit percentage net sales growth in the EMEA region, with the Europe-direct business contributing mid-single-digit percentage growth (low-double-digit constant-currency) and the EMEA distributor business contributing mid-single-digit percentage growth. |
• | Low-single-digit percentage net sales growth in the LAAP region, consisting of low-20 percent growth in net sales to LAAP distributors, largely offset by a mid-single-digit percentage net sales decline in Korea (mid-single-digit constant-currency) and a low-single-digit percentage net sales decline in Japan (mid-single-digit growth constant-currency). Net sales in China are expected to be comparable to 2016 (mid-single-digit growth constant-currency). |
• | Low-single-digit percentage net sales growth in Canada (mid-single-digit constant-currency). |
• | Gross margin expansion of approximately 30 basis points compared with 2016, reflecting: |
• | selective price increases in various product categories and geographies; |
• | a favorable sourcing cost environment; and |
• | a favorable channel mix with a greater proportion of DTC net sales. |
• | An SG&A expense growth rate slightly greater than anticipated consolidated net sales growth, resulting in approximately 30 basis points of expense deleverage. The nominal increase in projected SG&A expense consists primarily of: |
• | increased expenses to support continued expansion in the company's global DTC businesses; |
• | increased personnel expenses to support strategic initiatives; and |
• | increased demand creation expenses; |
• | favorable foreign currency translation; and |
• | continued cost containment measures. |
• | Licensing income of approximately $12.0 million. |
• | An estimated full-year effective income tax rate of approximately 23.0 percent. The actual rate could differ based on the geographic mix of pre-tax income and the impact of discrete events that may occur during the year. In addition, this tax rate projection does not anticipate any potential regulatory changes related to corporate tax rates, repatriation of cash and short-term investments held in foreign jurisdictions, or border-adjustment tax. |
• | An insignificant impact on gross margins due to changes in currency exchange rates on the local currency costs of inventory purchased in U.S. dollars by our foreign subsidiaries, in contrast to 2016 when those factors had an estimated unfavorable impact of $(0.24) per share. |
• | Capital expenditures of approximately $60 million, comprising investments in DTC business expansion, information technology and project-based and maintenance capital. |
• | Full year free cash flow totaling approximately $175 - $200 million. |