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 28, 2016 (furnished pursuant to Items 2.02 and 7.01 hereof). | |
99.2 | Commentary by Thomas B. Cusick, Executive Vice President of Finance and Chief Financial Officer of Columbia Sportswear Company, dated April 28, 2016 (furnished pursuant to Items 2.02 and 7.01 hereof). |
COLUMBIA SPORTSWEAR COMPANY | ||
Dated: April 28, 2016 | By: | /S/ THOMAS B. CUSICK |
Thomas B. Cusick | ||
Executive Vice President of Finance and Chief Financial Officer |
Exhibit | Description | |
99.1 | Press Release, dated April 28, 2016 (furnished pursuant to Items 2.02 and 7.01 hereof). | |
99.2 | Commentary by Thomas B. Cusick, Executive Vice President of Finance and Chief Financial Officer of Columbia Sportswear Company, dated April 28, 2016 (furnished pursuant to Items 2.02 and 7.01 hereof). |
• | Net sales increased 10 percent (12 percent constant-currency) to a first-quarter record $525.1 million. |
• | Operating income hit a first-quarter record of $44.3 million, or 8.4 percent of net sales. |
• | Net income increased 20 percent to a first-quarter record $31.8 million, or $0.45 per diluted share, aided by a tax benefit of $4.1 million, or $0.06 per diluted share, from the adoption of a newly issued accounting standard. |
• | The board of directors approved a regular quarterly dividend of $0.17 per share, payable on June 2, 2016 to shareholders of record on May 19, 2016. |
• | Mid-single-digit percentage net sales growth, including less than 1 percentage point negative effect from changes in currency exchange rates. |
• | Mid-single-digit percentage increase in operating income to between $254 million and $263 million, representing operating margin of up to 10.7 percent of net sales. |
• | An estimated full year tax rate of approximately 25.0 percent. |
• | High single-digit percentage increase in net income to between $184 million and $191 million, or approximately $2.60 to $2.70 per diluted share, on approximately 70.8 million diluted shares outstanding. |
• | U.S. net sales growth of 18 percent to $336.2 million, consisting of low-teen percentage growth in wholesale channels and high 20-percent growth in the company's direct-to-consumer channels; |
• | a 7 percent net sales increase (14 percent constant-currency) in the Europe, Middle East and Africa (EMEA) region to $51.3 million, including high-teen percentage growth (high 20 percent constant-currency) in the company’s Europe-direct business. That growth was partially offset by a high 20 percent decline in net sales to EMEA distributors; and |
• | a 4 percent net sales increase (18 percent in constant-currency) in Canada. |
• | a 10 percent net sales decline (7 percent constant-currency) in the Latin America, Asia Pacific (LAAP) region to $101.8 million, including declines of more than 30 percent in net sales in Korea and to LAAP distributors, partially offset by low-single-digit percentage growth in China and Japan. |
March 31, | |||||||
2016 | 2015 | ||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 430,000 | $ | 401,604 | |||
Short-term investments | 21,227 | 52,938 | |||||
Accounts receivable, net | 268,871 | 251,702 | |||||
Inventories | 412,228 | 363,656 | |||||
Deferred income taxes | — | 54,708 | |||||
Prepaid expenses and other current assets | 30,116 | 47,502 | |||||
Total current assets | 1,162,442 | 1,172,110 | |||||
Property, plant, and equipment, net | 289,663 | 283,091 | |||||
Intangibles and other non-current assets | 308,657 | 233,872 | |||||
Total assets | $ | 1,760,762 | $ | 1,689,073 | |||
Current Liabilities: | |||||||
Accounts payable | $ | 113,013 | $ | 144,488 | |||
Accrued liabilities | 121,066 | 97,948 | |||||
Income taxes payable | 4,911 | 6,889 | |||||
Deferred income taxes | — | 121 | |||||
Total current liabilities | 238,990 | 249,446 | |||||
Note payable to related party | 15,123 | 15,743 | |||||
Other long-term liabilities | 52,734 | 49,449 | |||||
Equity: | |||||||
Columbia Sportswear Company shareholders' equity | 1,435,285 | 1,361,329 | |||||
Non-controlling interest | 18,630 | 13,106 | |||||
Total equity | 1,453,915 | 1,374,435 | |||||
Total liabilities and equity | $ | 1,760,762 | $ | 1,689,073 |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Net sales | $ | 525,136 | $ | 478,982 | |||
Cost of sales | 277,759 | 250,208 | |||||
Gross profit | 247,377 | 228,774 | |||||
47.1 | % | 47.8 | % | ||||
Selling, general and administrative expenses | 205,025 | 186,502 | |||||
Net licensing income | 1,913 | 1,850 | |||||
Income from operations | 44,265 | 44,122 | |||||
Interest income, net | 491 | 377 | |||||
Interest expense on note payable to related party | (264 | ) | (274 | ) | |||
Other non-operating expense | (375 | ) | (2,196 | ) | |||
Income before income tax | 44,117 | 42,029 | |||||
Income tax expense | (9,923 | ) | (14,110 | ) | |||
Net income | 34,194 | 27,919 | |||||
Net income attributable to non-controlling interest | 2,424 | 1,448 | |||||
Net income attributable to Columbia Sportswear Company | $ | 31,770 | $ | 26,471 | |||
Earnings per share attributable to Columbia Sportswear Company: | |||||||
Basic | $ | 0.46 | $ | 0.38 | |||
Diluted | 0.45 | 0.37 | |||||
Weighted average shares outstanding: | |||||||
Basic | 69,441 | 70,080 | |||||
Diluted | 70,455 | 71,010 |
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 34,194 | $ | 27,919 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 14,682 | 13,936 | ||||||
Loss on disposal or impairment of property, plant, and equipment | 159 | 395 | ||||||
Deferred income taxes | 1,323 | 7,319 | ||||||
Stock-based compensation | 3,073 | 2,946 | ||||||
Excess tax benefit from employee stock plans | — | (5,213 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 108,668 | 85,527 | ||||||
Inventories | 68,511 | 14,680 | ||||||
Prepaid expenses and other current assets | 3,642 | (8,929 | ) | |||||
Other assets | (2,426 | ) | (807 | ) | ||||
Accounts payable | (104,419 | ) | (62,251 | ) | ||||
Accrued liabilities | (33,476 | ) | (38,933 | ) | ||||
Income taxes payable | 1,453 | (8,675 | ) | |||||
Other liabilities | 1,612 | 793 | ||||||
Net cash provided by operating activities | 96,996 | 28,707 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of short-term investments | (20,781 | ) | (27,556 | ) | ||||
Sales of short-term investments | — | 1,760 | ||||||
Capital expenditures | (10,048 | ) | (15,467 | ) | ||||
Proceeds from sale of property, plant, and equipment | 24 | 69 | ||||||
Net cash used in investing activities | (30,805 | ) | (41,194 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from credit facilities | 2,691 | 60 | ||||||
Repayments on credit facilities | (4,631 | ) | (60 | ) | ||||
Proceeds from issuance of common stock under employee stock plans | 7,417 | 11,101 | ||||||
Tax payments related to restricted stock unit issuances | (4,756 | ) | (4,440 | ) | ||||
Excess tax benefit from employee stock plans | — | 5,213 | ||||||
Cash dividends paid | (11,841 | ) | (10,557 | ) | ||||
Net cash provided by (used in) financing activities | (11,120 | ) | 1,317 | |||||
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH | 5,159 | (784 | ) | |||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 60,230 | (11,954 | ) | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 369,770 | 413,558 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 430,000 | $ | 401,604 | ||||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES: | ||||||||
Capital expenditures incurred but not yet paid | $ | 2,582 | $ | 2,742 |
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 | ||||||||||||||
2016 | Translation | 2016(1) | 2015 | % Change | % Change(1) | ||||||||||||||
Geographical Net Sales: | |||||||||||||||||||
United States | $ | 336.2 | $ | — | $ | 336.2 | $ | 283.8 | 18% | 18% | |||||||||
LAAP | 101.8 | 3.4 | 105.2 | 113.1 | (10)% | (7)% | |||||||||||||
EMEA | 51.3 | 3.2 | 54.5 | 47.8 | 7% | 14% | |||||||||||||
Canada | 35.8 | 4.6 | 40.4 | 34.3 | 4% | 18% | |||||||||||||
Total | $ | 525.1 | $ | 11.2 | $ | 536.3 | $ | 479.0 | 10% | 12% | |||||||||
Brand Net Sales: | |||||||||||||||||||
Columbia | $ | 437.1 | $ | 9.9 | $ | 447.0 | $ | 401.0 | 9% | 11% | |||||||||
Sorel | 18.1 | 0.4 | 18.5 | 13.4 | 35% | 38% | |||||||||||||
prAna | 41.4 | — | 41.4 | 37.1 | 12% | 12% | |||||||||||||
Mountain Hardwear | 25.2 | 0.8 | 26.0 | 25.1 | —% | 4% | |||||||||||||
Other | 3.3 | 0.1 | 3.4 | 2.4 | 38% | 42% | |||||||||||||
Total | $ | 525.1 | $ | 11.2 | $ | 536.3 | $ | 479.0 | 10% | 12% | |||||||||
Categorical Net Sales: | |||||||||||||||||||
Apparel, Accessories and Equipment | $ | 434.0 | $ | 8.3 | $ | 442.3 | $ | 399.3 | 9% | 11% | |||||||||
Footwear | 91.1 | 2.9 | 94.0 | 79.7 | 14% | 18% | |||||||||||||
Total | $ | 525.1 | $ | 11.2 | $ | 536.3 | $ | 479.0 | 10% | 12% |
• | Mid-single-digit percentage net sales increase compared with 2015 net sales of $2.33 billion, including less than 1 percentage point negative effect from changes in currency exchange rates; |
• | Mid-single-digit percentage increase in operating income to between $254 million and $263 million, representing operating margin of up to 10.7 percent; |
• | An estimated full year tax rate of approximately 25.0 percent; and |
• | High-single-digit percentage increase in net income to between approximately $184 million and $191 million, or $2.60 to $2.70 per diluted share, on approximately 70.8 million diluted shares outstanding. First half net income is expected to be comparable to first half 2015, with full year profitability growth concentrated in the second half. |
• | U.S. net sales increased $52.4 million, or 18 percent, to $336.2 million. The increase in U.S. net sales reflected increased direct-to-consumer (DTC) sales and shipments of increased Spring 2016 advance orders to wholesale customers. During the first quarter of 2016, the company operated 110 U.S. retail stores and 5 branded ecommerce sites, compared with 95 stores and 5 branded ecommerce sites in Q1 2015. |
• | Net sales in the Latin America and Asia Pacific (LAAP) region declined $11.3 million, or 10 percent, (7 percent constant-currency) to $101.8 million, primarily reflecting a low-thirty percent net sales decline in Korea (mid-20 percent constant-currency) due to the extremely competitive nature of the outdoor sector in that country, and a mid-thirty percent decline in sales to LAAP distributors reflecting shifts in the timing of shipments of reduced Spring 2016 advance orders. These declines were partially offset by a low single-digit percentage net sales increase in Japan (low-single-digit percentage constant-currency), and a low single-digit net sales increase in China (high-single-digit percentage constant-currency). |
• | Net sales in the Europe, Middle East, and Africa (EMEA) region increased $3.5 million, or 7 percent, (14 percent constant-currency) to $51.3 million. EMEA-direct net sales reflected a high-teen percentage increase (high 20 percent constant-currency), reflecting increased advance orders from European wholesale customers. This growth was partially offset by a high 20 percent decline in net sales to EMEA distributors, primarily reflecting lower net sales to the company’s Russian distributor as it continues to adapt its business to macroeconomic challenges in that region. |
• | Net sales in Canada increased $1.5 million, or 4 percent (18 percent constant-currency) to $35.8 million, reflecting higher DTC net sales and flat wholesale net sales. |
• | Columbia global brand net sales increased $36.1 million, or 9 percent (11 percent constant-currency), to $437.1 million, primarily reflecting increased net sales in the U.S., EMEA-direct markets, Canada, and China, partially offset by lower net sales to LAAP and EMEA distributors, and lower net sales in Korea. |
• | SOREL global brand net sales increased $4.7 million, or 35 percent (38 percent constant-currency), to $18.1 million, driven primarily by increased net sales in the U.S. |
• | prAna global brand net sales increased $4.3 million, or 12 percent, to $41.4 million, primarily reflecting growth in the U.S. |
• | Mountain Hardwear global brand net sales of $25.2 million were essentially unchanged. |
• | Global Apparel, Accessories & Equipment net sales increased $34.7 million, or 9 percent (11 percent constant-currency), to $434.0 million, primarily driven by increased Columbia brand net sales in the U.S. and Europe-direct markets, as well as increased prAna brand net sales in the U.S., partially offset by sales declines in Korea and lower sales to LAAP distributors. |
• | Global Footwear net sales increased $11.4 million, or 14 percent (18 percent constant-currency), to $91.1 million, driven by growth from the Columbia brand in the U.S. and Europe-direct markets, and growth from the SOREL brand in the U.S. |
• | unfavorable foreign currency hedge rates in Europe, Canada, and Japan; and |
• | higher inventory provisions in Korea; |
• | favorable changes in sales channel mix with a higher proportion of direct-to-consumer sales, which carry higher gross margins and a lower proportion of international distributor sales which carry lower gross margins; and |
• | a lower volume of close-out product sales at higher gross margins compared to last year. |
• | expenses related to the company’s expanding global DTC operations, |
• | personnel costs to support strategic initiatives and business growth, and |
• | information technology investments; |
• | favorable foreign currency translation effects. |
• | mid-single-digit percent growth in global net sales compared to 2015, with a higher growth rate in the first half of the year than in the second half, and less than 1 percentage point negative effect from changes in foreign currency exchange rates; |
• | a more pronounced negative impact from currency on first- and third-quarter gross margins because we ship a higher percentage of international wholesale advance orders for spring and fall, respectively, in those quarters; |
• | more pronounced SG&A deleverage in the first half of the year, given the anniversary effect of fiscal year 2015 spending initiatives; |
• | mid-single-digit percentage growth in operating income to between approximately $254 million to $263 million, representing operating margin of up to approximately 10.7 percent, with first half operating profit expected to be approximately $10 million lower than the comparable 2015 period; |
• | an effective income tax rate of approximately 25.0 percent; and |
• | high-single-digit percentage growth in net income to between approximately $184 million and $191 million, or $2.60 to $2.70 per diluted share, compared with net income of $174.3 million, or $2.45 per diluted share, in 2015, with first-half net income comparable to the first half of 2015 and full year 2016 profitability growth compared with 2015 concentrated in the second half of the year. |
• | Mid-single-digit percentage net sales growth from the Columbia brand, high-single-digit percentage net sales growth from the SOREL brand, and high-teen percentage net sales growth from the prAna brand. Mountain Hardwear brand sales are expected to decrease at a high-single-digit percentage rate. |
• | High-single-digit percentage net sales growth in the U.S. business with DTC growth outpacing wholesale growth. |
• | Mid-single-digit percentage net sales growth from the EMEA region, with the Europe-direct business contributing high-teen percentage growth, partially offset by mid-teen percentage declines in the EMEA Distributor business due to the continued impact of macroeconomic challenges in Russia. |
• | Low-single-digit percentage net sales decline in the LAAP region, consisting of a mid-teen percentage decline in Korea and a high-single-digit percentage decline in net sales to LAAP distributors, partially offset by high single-digit percentage growth in Japan and low-single-digit percentage growth in China. |
• | Low-single-digit percentage net sales decrease in Canada. |
• | Gross margin expansion of approximately 30 basis points compared with 2015, reflecting: |
◦ | a greater proportion of DTC net sales, with a corresponding smaller proportion of lower-gross margin distributor and wholesale net sales; |
◦ | selective price increases in our non-U.S. subsidiaries to partially offset the unfavorable effects of foreign currency pressures; and |
◦ | a favorable sourcing environment; |
◦ | unfavorable foreign currency hedge rates. |
• | SG&A expense growth rate slightly higher than anticipated consolidated net sales growth, resulting in approximately 40 basis points of SG&A expense deleverage. The increase in projected SG&A expense consists primarily of: |
◦ | increased expenses to support continued global DTC expansion and operations; |
◦ | increased personnel expenses to support strategic initiatives and business growth; and |
◦ | increased expenses related to ongoing information technology initiatives; |
◦ | a benefit from foreign currency translation. |
• | Licensing income of approximately $11.0 million. |
• | An estimated full-year effective income tax rate of approximately 25.0 percent, compared to an effective income tax rate of 27.3 percent in 2015. The actual rate could differ based on the geographic mix of pre-tax income and other discrete events that may occur during the year. |
• | An unfavorable impact of approximately $(0.27) on full year 2016 earnings per share, in addition to an estimated unfavorable impact of $(0.10) per share in 2015, due to changes in currency exchange rates, primarily comprising lower gross margins within many of our foreign subsidiaries as a result of increased local currency costs of inventory purchased in U.S. dollars. |
• | Capital expenditures of approximately $70 million, comprising investments in DTC business expansion, information technology, and project-based and maintenance capital. |
• | Full year free cash flow totaling approximately $110 million to $130 million. |