Item 1. Financial Statements
ITEM 1.
FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands) June 30,
2022 December 31,
2021 June 30,
2021
ASSETS
Current Assets:
Cash and cash equivalents $ 413,110 $ 763,404 $ 819,806
Short-term investments 1,108 131,145 1,138
Accounts receivable, net of allowance of $ 4,405 , $ 8,893 and $ 10,734 , respectively
296,636 487,803 279,763
Inventories, net 962,875 645,379 676,009
Prepaid expenses and other current assets 121,404 86,306 102,003
Total current assets 1,795,133 2,114,037 1,878,719
Property, plant and equipment, net of accumulated depreciation of $ 604,233 , $ 602,660 and $ 585,104 , respectively
288,199 291,088 297,237
Operating lease right-of-use assets 325,871 330,928 350,798
Intangible assets, net 101,083 101,908 102,733
Goodwill 68,594 68,594 68,594
Deferred income taxes 81,263 92,121 97,746
Other non-current assets 66,645 68,452 67,472
Total assets $ 2,726,788 $ 3,067,128 $ 2,863,299
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable $ 312,353 $ 283,349 $ 267,677
Accrued liabilities 239,181 316,485 227,209
Operating lease liabilities 65,668 67,429 71,149
Income taxes payable 1,242 13,127 1,565
Total current liabilities 618,444 680,390 567,600
Non-current operating lease liabilities 312,043 317,666 344,216
Income taxes payable 32,504 44,541 48,805
Deferred income taxes — — 151
Other long-term liabilities 32,080 35,279 40,870
Total liabilities 995,071 1,077,876 1,001,642
Commitments and contingencies (Note 5)
Shareholders' Equity:
Preferred stock; 10,000 shares authorized; none issued and outstanding
— — —
Common stock (no par value); 250,000 shares authorized; 62,091 , 65,164 and 66,148 issued and outstanding, respectively
— — —
Retained earnings 1,753,450 1,993,628 1,863,813
Accumulated other comprehensive income (loss) ( 21,733 ) ( 4,376 ) ( 2,156 )
Total shareholders' equity 1,731,717 1,989,252 1,861,657
Total liabilities and shareholders' equity $ 2,726,788 $ 3,067,128 $ 2,863,299
See accompanying notes to condensed consolidated financial statements.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands, except per share amounts) 2022 2021 2022 2021
Net sales $ 578,063 $ 566,370 $ 1,339,573 $ 1,191,976
Cost of sales 293,903 273,853 676,966 578,057
Gross profit 284,160 292,517 662,607 613,919
Selling, general and administrative expenses 281,258 261,766 580,344 516,155
Net licensing income 5,871 4,244 10,176 7,711
Operating income 8,773 34,995 92,439 105,475
Interest income, net 499 598 894 876
Other non-operating expense, net ( 1,435 ) ( 294 ) ( 1,391 ) ( 598 )
Income before income tax 7,837 35,299 91,942 105,753
Income tax benefit (expense) ( 674 ) 5,385 ( 17,942 ) ( 9,169 )
Net income $ 7,163 $ 40,684 $ 74,000 $ 96,584
Earnings per share:
Basic $ 0.11 $ 0.61 $ 1.17 $ 1.46
Diluted $ 0.11 $ 0.61 $ 1.16 $ 1.44
Weighted average shares outstanding:
Basic 62,554 66,327 63,409 66,345
Diluted 62,695 66,787 63,654 66,858
See accompanying notes to condensed consolidated financial statements.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands) 2022 2021 2022 2021
Net income $ 7,163 $ 40,684 $ 74,000 $ 96,584
Other comprehensive income (loss):
Unrealized gains on available-for-sale securities (net of tax effects of $( 146 ))
451 — — —
Unrealized gains (losses) on derivative transactions (net of tax effects of $( 5,744 ), $ 1,183 , $( 5,088 ) and $( 2,185 ), respectively)
15,808 ( 3,551 ) 13,717 5,012
Foreign currency translation adjustments (net of tax effects of $ 147 , $( 265 ), $ 997 and $ 149 , respectively)
( 28,818 ) 5,230 ( 31,074 ) ( 7,974 )
Other comprehensive income (loss) ( 12,559 ) 1,679 ( 17,357 ) ( 2,962 )
Comprehensive income (loss) $ ( 5,396 ) $ 42,363 $ 56,643 $ 93,622
See accompanying notes to condensed consolidated financial statements.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30,
(in thousands) 2022 2021
Cash flows from operating activities:
Net income $ 74,000 $ 96,584
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization, and non-cash lease expense 58,537 60,962
Provision for uncollectible accounts receivable ( 4,047 ) ( 9,757 )
Loss on disposal or impairment of investments, property, plant and equipment, and right-of-use assets 2,418 201
Deferred income taxes 3,750 ( 9,667 )
Stock-based compensation 10,636 9,823
Changes in operating assets and liabilities:
Accounts receivable 186,364 180,456
Inventories, net ( 332,225 ) ( 123,737 )
Prepaid expenses and other current assets ( 23,226 ) ( 48,160 )
Other assets 3,018 ( 337 )
Accounts payable 35,754 59,085
Accrued liabilities ( 67,199 ) ( 30,130 )
Income taxes payable ( 23,807 ) ( 22,652 )
Operating lease assets and liabilities ( 34,478 ) ( 47,436 )
Other liabilities ( 2,163 ) 1,927
Net cash provided by (used in) operating activities ( 112,668 ) 117,162
Cash flows from investing activities:
Purchases of short-term investments ( 44,877 ) —
Sales and maturities of short-term investments 175,725 1,184
Capital expenditures ( 28,983 ) ( 12,387 )
Net cash provided by (used in) investing activities 101,865 ( 11,203 )
Cash flows from financing activities:
Proceeds from credit facilities — 19,888
Repayments on credit facilities — ( 19,683 )
Proceeds from issuance of common stock related to stock-based compensation 4,076 20,287
Tax payments related to stock-based compensation ( 4,024 ) ( 5,440 )
Repurchase of common stock ( 287,443 ) ( 54,500 )
Cash dividends paid ( 37,926 ) ( 34,540 )
Net cash used in financing activities ( 325,317 ) ( 73,988 )
Net effect of exchange rate changes on cash ( 14,174 ) ( 2,890 )
Net increase (decrease) in cash and cash equivalents ( 350,294 ) 29,081
Cash and cash equivalents, beginning of period 763,404 790,725
Cash and cash equivalents, end of period $ 413,110 $ 819,806
Supplemental disclosures of cash flow information:
Cash paid during the year for income taxes $ 47,846 $ 81,497
Supplemental disclosures of non-cash investing and financing activities:
Property, plant and equipment acquired through increase in liabilities $ 5,334 $ 4,268
See accompanying notes to condensed consolidated financial statements.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)
(in thousands, except per share amounts) Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
Shares
Outstanding Amount
Balance, March 31, 2022
62,948 $ — $ 1,828,074 $ ( 9,174 ) $ 1,818,900
Net income — — 7,163 — 7,163
Other comprehensive income (loss):
Unrealized gains on available-for-sale securities, net — — — 451 451
Unrealized gains on derivative transactions, net — — — 15,808 15,808
Foreign currency translation adjustment, net — — — ( 28,818 ) ( 28,818 )
Cash dividends ($0.30 per share)
— — ( 18,775 ) — ( 18,775 )
Issuance of common stock related to stock-based compensation, net
49 1,498 — — 1,498
Stock-based compensation expense — 5,133 — — 5,133
Repurchase of common stock ( 906 ) ( 6,631 ) ( 63,012 ) — ( 69,643 )
Balance, June 30, 2022
62,091 $ — $ 1,753,450 $ ( 21,733 ) $ 1,731,717
(in thousands, except per share amounts) Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
Shares
Outstanding Amount
Balance, March 31, 2021
66,457 $ 22,230 $ 1,850,415 $ ( 3,835 ) $ 1,868,810
Net income — — 40,684 — 40,684
Other comprehensive income (loss):
Unrealized losses on derivative transactions, net — — — ( 3,551 ) ( 3,551 )
Foreign currency translation adjustment, net — — — 5,230 5,230
Cash dividends ($0.26 per share)
— — ( 17,255 ) — ( 17,255 )
Issuance of common stock related to stock-based compensation, net
110 6,433 — — 6,433
Stock-based compensation expense — 4,949 — — 4,949
Repurchase of common stock ( 419 ) ( 33,612 ) ( 10,031 ) — ( 43,643 )
Balance, June 30, 2021
66,148 $ — $ 1,863,813 $ ( 2,156 ) $ 1,861,657
(in thousands, except per share amounts) Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
Shares
Outstanding Amount
Balance, December 31, 2021
65,164 $ — $ 1,993,628 $ ( 4,376 ) $ 1,989,252
Net income — — 74,000 — 74,000
Other comprehensive income (loss):
Unrealized gains on derivative transactions, net
— — — 13,717 13,717
Foreign currency translation adjustment, net — — — ( 31,074 ) ( 31,074 )
Cash dividends ($ 0.60 per share)
— — ( 37,926 ) — ( 37,926 )
Issuance of common stock related to stock-based compensation, net
162 52 — — 52
Stock-based compensation expense — 10,636 — — 10,636
Repurchase of common stock ( 3,235 ) ( 10,688 ) ( 276,252 ) — ( 286,940 )
Balance, June 30, 2022
62,091 $ — $ 1,753,450 $ ( 21,733 ) $ 1,731,717
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Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands, except per share amounts) Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
Shares
Outstanding Amount
Balance, December 31, 2020
66,252 $ 20,165 $ 1,811,800 $ 806 $ 1,832,771
Net income — — 96,584 — 96,584
Other comprehensive income (loss):
Unrealized gains on derivative transactions, net — — — 5,012 5,012
Foreign currency translation adjustment, net — — — ( 7,974 ) ( 7,974 )
Cash dividends ($ 0.52 per share)
— — ( 34,540 ) — ( 34,540 )
Issuance of common stock related to stock-based compensation, net
424 14,847 — — 14,847
Stock-based compensation expense — 9,823 — — 9,823
Repurchase of common stock ( 528 ) ( 44,835 ) ( 10,031 ) — ( 54,866 )
Balance, June 30, 2021
66,148 $ — $ 1,863,813 $ ( 2,156 ) $ 1,861,657
See accompanying notes to condensed consolidated financial statements.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE PAGE
Note 1 Basis of Presentation and Organization 8
Note 2 Revenues 9
Note 3 Intangible Assets, Net and Goodwill 10
Note 4 Short-Term Borrowings and Credit Lines 11
Note 5 Commitments and Contingencies 11
Note 6 Shareholders' Equity 12
Note 7 Stock-Based Compensation 12
Note 8 Earnings Per Share 13
Note 9 Accumulated Other Comprehensive Income (Loss) 13
Note 10 Segment Information 15
Note 11 Financial Instruments and Risk Management 15
Note 12 Fair Value Measures 18
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 — BASIS OF PRESENTATION AND ORGANIZATION
The accompanying unaudited condensed consolidated financial statements have been prepared by the management of Columbia Sportswear Company (together with its wholly owned subsidiaries, the "Company") and, in the opinion of management, include all normal recurring material adjustments necessary to present fairly the Company's financial position as of June 30, 2022, December 31, 2021 and June 30, 2021, the results of operations for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. The December 31, 2021 financial information was derived from the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. A significant part of the Company's business is of a seasonal nature; therefore, results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of results to be expected for other quarterly periods or for the full year.
Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The Company, however, believes that the disclosures contained in this report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a Quarterly Report on Form 10-Q and are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
PRINCIPLES OF CONSOLIDATION
The unaudited condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates and assumptions. The Company's significant estimates relate to sales reserves, allowance for uncollectible accounts receivable, excess, close-out and slow-moving inventory, impairment of long-lived assets, intangible assets and goodwill, and income taxes.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
None.
RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021-10 (“ASU 2021-10”), Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, to increase transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. ASU 2021-10 is effective for annual periods beginning after December 15, 2021. Early adoption is permitted. The impact of this new standard will depend on the amount of future government assistance received, if any.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 2 — REVENUES
DISAGGREGATED REVENUE
As disclosed below in Note 10, the Company has four geographic reportable segments: United States ("U.S."), Latin America and Asia Pacific ("LAAP"), Europe, Middle East and Africa ("EMEA") and Canada.
The following tables disaggregate the Company's operating segment Net sales by product category and channel, which the Company believes provides a meaningful depiction of how the nature, timing, and uncertainty of Net sales are affected by economic factors:
Three Months Ended June 30, 2022
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment $ 348,592 $ 54,379 $ 37,542 $ 27,805 $ 468,318
Footwear 63,893 18,446 20,000 7,406 109,745
Total $ 412,485 $ 72,825 $ 57,542 $ 35,211 $ 578,063
Channel net sales
Wholesale $ 201,880 $ 28,308 $ 47,259 $ 22,449 $ 299,896
Direct-to-consumer 210,605 44,517 10,283 12,762 278,167
Total $ 412,485 $ 72,825 $ 57,542 $ 35,211 $ 578,063
Three Months Ended June 30, 2021
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment $ 316,896 $ 56,038 $ 64,518 $ 15,598 $ 453,050
Footwear 62,169 21,937 24,056 5,158 113,320
Total $ 379,065 $ 77,975 $ 88,574 $ 20,756 $ 566,370
Channel net sales
Wholesale $ 176,187 $ 32,069 $ 80,552 $ 13,495 $ 302,303
Direct-to-consumer 202,878 45,906 8,022 7,261 264,067
Total $ 379,065 $ 77,975 $ 88,574 $ 20,756 $ 566,370
Six Months Ended June 30, 2022
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment $ 733,820 $ 140,304 $ 100,811 $ 59,326 $ 1,034,261
Footwear 180,559 54,264 51,448 19,041 305,312
Total $ 914,379 $ 194,568 $ 152,259 $ 78,367 $ 1,339,573
Channel net sales
Wholesale $ 449,389 $ 88,246 $ 122,553 $ 47,932 $ 708,120
Direct-to-consumer 464,990 106,322 29,706 30,435 631,453
Total $ 914,379 $ 194,568 $ 152,259 $ 78,367 $ 1,339,573
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Notes to Condensed Consolidated Financial Statements (Unaudited)
Six Months Ended June 30, 2021
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment $ 634,245 $ 134,761 $ 110,814 $ 42,140 $ 921,960
Footwear 153,482 55,191 48,525 12,818 270,016
Total $ 787,727 $ 189,952 $ 159,339 $ 54,958 $ 1,191,976
Channel net sales
Wholesale $ 377,068 $ 87,619 $ 138,316 $ 34,713 $ 637,716
Direct-to-consumer 410,659 102,333 21,023 20,245 554,260
Total $ 787,727 $ 189,952 $ 159,339 $ 54,958 $ 1,191,976
PERFORMANCE OBLIGATIONS
For the three and six months ended June 30, 2022 and 2021, Net sales recognized from performance obligations related to prior periods were not material. Net sales expected to be recognized in any future period related to remaining performance obligations is not material.
CONTRACT BALANCES
As of June 30, 2022, December 31, 2021 and June 30, 2021, contract liabilities included in Accrued liabilities on the unaudited Condensed Consolidated Balance Sheets, which consisted of obligations associated with the Company's gift card and customer loyalty programs, were not material.
NOTE 3 — INTANGIBLE ASSETS, NET AND GOODWILL
Intangible assets, net consisted of the following:
(in thousands)
June 30, 2022 December 31, 2021 June 30, 2021
Intangible assets with definite lives:
Patents and purchased technology $ 14,198 $ 14,198 $ 14,198
Customer relationships 23,000 23,000 23,000
Gross carrying amount 37,198 37,198 37,198
Accumulated amortization:
Patents and purchased technology ( 14,198 ) ( 14,198 ) ( 14,198 )
Customer relationships ( 19,838 ) ( 19,013 ) ( 18,188 )
Accumulated amortization ( 34,036 ) ( 33,211 ) ( 32,386 )
Net carrying amount 3,162 3,987 4,812
Intangible assets with indefinite lives 97,921 97,921 97,921
Intangible assets, net $ 101,083 $ 101,908 $ 102,733
Amortization expense for intangible assets subject to amortization was $ 0.4 million for the three months ended June 30, 2022 and 2021, and was $ 0.8 million for the six months ended June 30, 2022 and 2021.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table presents the remaining estimated annual amortization expense for the years 2022 through 2027:
(in thousands)
2022 $ 824
2023 1,650
2024 688
2025 —
2026 —
2027 —
NOTE 4 — SHORT-TERM BORROWINGS AND CREDIT LINES
Except as disclosed below, there have been no significant changes to the Company's short-term borrowings and credit lines as described in Note 7 in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
DOMESTIC CREDIT FACILITY
As of June 30, 2022, the Company had an unsecured, committed revolving credit agreement, maturing on December 30, 2025, which provided for funding up to $ 500.0 million (the "Prior Domestic Credit Agreement"). As of June 30, 2022, the Company was in compliance with all associated covenants and there was no balance outstanding under the facility.
In July 2022, the Company terminated the Prior Domestic Credit Agreement and, simultaneously, entered into a new credit agreement (the “Domestic Credit Agreement”). The Domestic Credit Agreement provides for up to $500.0 million of borrowings pursuant to an unsecured, committed revolving credit facility (the “Credit Facility”), which is available for working capital and general corporate purposes, including a sublimit for the issuance of letters of credit. This Credit Facility matures on July 12, 2027. Interest, payable monthly, is based on the Company's option of either the secured overnight financing rate (“SOFR”) plus an applicable margin or a base rate. Base rate is defined as the highest of the following, plus an applicable margin:
• the administrative agent's prime rate;
• the higher of the federal funds rate or overnight bank funding rate set by the Federal Reserve Bank of New York, plus 0.50%; or
• the one-month SOFR plus 1.00%.
The applicable margin for SOFR loans will range from 1.00% to 1.50% based on the Company’s funded debt ratio. The applicable margin for base rate loans will range from 0.00% to 0.50% based on the Company’s funded debt ratio.
The Domestic Credit Agreement requires the Company to comply with a financial covenant to maintain a certain funded debt ratio. In addition, the Domestic Credit Agreement includes customary covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness and liens, engage in mergers, acquisitions and dispositions, and engage in transactions with affiliates, as well as restrict the amount of certain payments, including dividends and share buybacks in the event the Company's funded debt ratio is greater than a set amount.
NOTE 5 — COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is involved in litigation and various legal matters arising in the normal course of business, including matters related to employment, retail, intellectual property, contractual agreements, and various regulatory compliance activities. Management has considered facts related to legal and regulatory matters and opinions of counsel handling these matters, and does not believe the ultimate resolution of these proceedings will have a material adverse effect on the Company's financial position, results of operations or cash flows.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 6 — SHAREHOLDERS' EQUITY
Since the inception of the Company's stock repurchase plan in 2004 through June 30, 2022, the Company's Board of Directors has authorized the repurchase of $ 2.0 billion of the Company's common stock, including an additional $500 million approved by the Company’s Board of Directors at its regular board meeting in April 2022. Shares of the Company's common stock may be purchased in the open market or through privately negotiated transactions, subject to market conditions, and generally settle subsequent to the trade date. The repurchase program does not obligate the Company to acquire any specific number of shares or to acquire shares over any specified period of time.
Under this program as of June 30, 2022, the Company had repurchased 31.7 million shares at an aggregate purchase price of $ 1,470.6 million and had $ 529.4 million remaining available. During the three and six months ended June 30, 2022, the Company repurchased an aggregate of $69.6 million and $ 286.9 million, respectively, of the Company's common stock under this program.
NOTE 7 — STOCK-BASED COMPENSATION
The Company's Stock Incentive Plan allows for grants of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, and other stock-based or cash-based awards. The Company uses original issuance shares to satisfy share-based payments.
STOCK-BASED COMPENSATION EXPENSE
Stock-based compensation expense consisted of the following:
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands) 2022 2021 2022 2021
Stock options $ 1,939 $ 1,861 $ 3,835 $ 3,771
Restricted stock units 3,194 3,088 6,801 6,052
Total $ 5,133 $ 4,949 $ 10,636 $ 9,823
STOCK OPTIONS
During the six months ended June 30, 2022, the Company granted a total of 546,681 stock options at a weighted average grant date fair value of $ 18.33 per option. As of June 30, 2022, unrecognized costs related to outstanding stock options totaled $ 16.9 million, before any related tax benefit. These unrecognized costs related to stock options are expected to be recognized over a weighted average remaining period of 2.66 years.
RESTRICTED STOCK UNITS
During the six months ended June 30, 2022, the Company granted 239,309 restricted stock units at a weighted average grant date fair value of $ 85.82 per restricted stock unit. As of June 30, 2022, unrecognized costs related to outstanding restricted stock units totaled $ 28.6 million, before any related tax benefit. These unrecognized costs related to restricted stock units are expected to be recognized over a weighted average remaining period of 2.73 years.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 8 — EARNINGS PER SHARE
Earnings per share ("EPS") is presented on both a basic and diluted basis. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur if outstanding securities or other contracts to issue common stock were exercised or converted into common stock.
A reconciliation of the common shares used in the denominator for computing basic and diluted EPS is as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands, except per share amounts)
2022 2021 2022 2021
Weighted average common shares outstanding, used in computing basic earnings per share
62,554 66,327 63,409 66,345
Effect of dilutive stock options and restricted stock units 141 460 245 513
Weighted average common shares outstanding, used in computing diluted earnings per share
62,695 66,787 63,654 66,858
Earnings per share:
Basic $ 0.11 $ 0.61 $ 1.17 $ 1.46
Diluted $ 0.11 $ 0.61 $ 1.16 $ 1.44
Stock options, service-based restricted stock units, and performance-based restricted stock units representing 2,060,703 and 611,143 shares of common stock for the three months ended June 30, 2022 and 2021, respectively, and 1,709,085 and 793,051 shares of common stock for the six months ended June 30, 2022 and 2021, respectively, were outstanding but were excluded from the computation of diluted EPS because their effect would be anti-dilutive under the treasury stock method or because the shares were subject to performance conditions that had not been met.
NOTE 9 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss) on the unaudited Condensed Consolidated Balance Sheets is net of applicable taxes, and consists of unrealized gains and losses on available-for-sale securities, unrealized gains and losses on certain derivative transactions and foreign currency translation adjustments.
The following tables set forth the changes in Accumulated other comprehensive income (loss) :
(in thousands) Unrealized gains (losses) on available-for-sale securities Unrealized gains (losses) on derivative transactions Foreign currency
translation
adjustments Total
Balance as of March 31, 2022
$ ( 451 ) $ 7,823 $ ( 16,546 ) $ ( 9,174 )
Other comprehensive income (loss) before reclassifications — 16,453 ( 28,818 ) ( 12,365 )
Amounts reclassified from accumulated other comprehensive income (loss) (1)
451 ( 645 ) — ( 194 )
Net other comprehensive income (loss) during the year 451 15,808 ( 28,818 ) ( 12,559 )
Balance as of June 30, 2022
$ — $ 23,631 $ ( 45,364 ) $ ( 21,733 )
(1) Amounts reclassified are recorded in Net sales, Cost of sales or Other non-operating expense, net on the unaudited Condensed Consolidated Statements of Operations. Refer to Note 11 for further information regarding reclassifications.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands) Unrealized gains (losses) on derivative transactions Foreign currency
translation
adjustments Total
Balance as of March 31, 2021
$ ( 806 ) $ ( 3,029 ) $ ( 3,835 )
Other comprehensive income (loss) before reclassifications ( 3,903 ) 5,230 1,327
Amounts reclassified from accumulated other comprehensive income (loss) (1)
352 — 352
Net other comprehensive income (loss) during the year ( 3,551 ) 5,230 1,679
Balance as of June 30, 2021
$ ( 4,357 ) $ 2,201 $ ( 2,156 )
(1) Amounts reclassified are recorded in Net sales or Cost of sales on the unaudited Condensed Consolidated Statements of Operations. Refer to Note 11 for further information regarding reclassifications.
(in thousands) Unrealized gains (losses) on available-for-sale securities Unrealized gains (losses) on derivative transactions Foreign currency
translation
adjustments Total
Balance as of December 31, 2021
$ — $ 9,914 $ ( 14,290 ) $ ( 4,376 )
Other comprehensive income (loss) before reclassifications ( 451 ) 14,589 ( 31,074 ) ( 16,936 )
Amounts reclassified from accumulated other comprehensive income (loss) (1)
451 ( 872 ) — ( 421 )
Net other comprehensive income (loss) during the year — 13,717 ( 31,074 ) ( 17,357 )
Balance as of June 30, 2022
$ — $ 23,631 $ ( 45,364 ) $ ( 21,733 )
(1) Amounts reclassified are recorded in Net sales , Cost of sales , or Other non-operating expense, net on the unaudited Condensed Consolidated Statements of Operations. Refer to Note 11 for further information regarding reclassifications.
(in thousands) Unrealized gains (losses) on derivative transactions Foreign currency
translation
adjustments Total
Balance as of December 31, 2020
$ ( 9,369 ) $ 10,175 $ 806
Other comprehensive income (loss) before reclassifications 5,376 ( 7,974 ) ( 2,598 )
Amounts reclassified from accumulated other comprehensive income (loss) (1)
( 364 ) — ( 364 )
Net other comprehensive income (loss) during the year 5,012 ( 7,974 ) ( 2,962 )
Balance as of June 30, 2021
$ ( 4,357 ) $ 2,201 $ ( 2,156 )
(1) Amounts reclassified are recorded in Net sales , Cost of sales , or Other non-operating expense, net on the unaudited Condensed Consolidated Statements of Operations. Refer to Note 11 for further information regarding reclassifications.
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NOTE 10 — SEGMENT INFORMATION
The Company has four reportable geographic segments: U.S., LAAP, EMEA, and Canada, which are reflective of the Company's internal organization, management and oversight structure. Each geographic segment operates predominantly in one industry: the design, development, marketing, and distribution of outdoor, active and lifestyle products, including apparel, footwear, accessories, and equipment. Intersegment net sales and intersegment profits, which are recorded at a negotiated mark-up and eliminated in consolidation, are not material. Unallocated corporate expenses consist of expenses incurred by centrally-managed departments, including global information services, certain supply chain functions, finance, human resources and legal, as well as executive compensation, unallocated benefit program expense, and other miscellaneous costs.
The following table presents financial information for the Company's reportable segments:
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2022 2021 2022 2021
Net sales to unrelated entities:
U.S. $ 412,485 $ 379,065 $ 914,379 $ 787,727
LAAP 72,825 77,975 194,568 189,952
EMEA 57,542 88,574 152,259 159,339
Canada 35,211 20,756 78,367 54,958
$ 578,063 $ 566,370 $ 1,339,573 $ 1,191,976
Segment operating income (loss)
U.S. $ 67,346 $ 82,057 $ 180,522 $ 181,718
LAAP ( 3,061 ) ( 999 ) 9,941 8,719
EMEA ( 1,030 ) 11,532 15,469 21,594
Canada 3,535 633 11,676 6,861
Total segment operating income 66,790 93,223 217,608 218,892
Unallocated corporate expenses ( 58,017 ) ( 58,228 ) ( 125,169 ) ( 113,417 )
Interest income, net 499 598 894 876
Other non-operating expense, net ( 1,435 ) ( 294 ) ( 1,391 ) ( 598 )
Income before income tax $ 7,837 $ 35,299 $ 91,942 $ 105,753
CONCENTRATIONS
The Company had one customer that accounted for approximately 12.3 %, 14.3 % and 12.5 % of Accounts receivable, net as of June 30, 2022, December 31, 2021, and June 30, 2021, respectively. The Company did not have a customer that accounted for 10% or more of Net sales for the three and six months ended June 30, 2022 and June 30, 2021.
NOTE 11 — FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
In the normal course of business, the Company's financial position, results of operations and cash flows are routinely subject to a variety of risks. These risks include risks associated with financial markets, primarily currency exchange rate risk and, to a lesser extent, interest rate risk and equity market risk. The Company regularly assesses these risks and has established policies and business practices designed to mitigate them. The Company does not engage in speculative trading in any financial market.
The Company actively manages the risk of changes in functional currency equivalent cash flows resulting from anticipated non-functional currency denominated purchases and sales. Subsidiaries that use European euros, Canadian dollars, Japanese yen, Chinese renminbi, or Korean won as their functional currency are primarily exposed to changes in functional currency equivalent cash flows from anticipated United States dollar inventory purchases. Subsidiaries that use United States dollars and European euros as their functional currency also have non-functional currency denominated sales for which the Company hedges the Canadian dollar and British pound. The Company seeks
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to manage these risks by using currency forward contracts formally designated and effective as cash flow hedges. Hedge effectiveness is generally determined by evaluating the ability of a hedging instrument's cumulative change in fair value to offset the cumulative change in the present value of expected cash flows on the underlying exposures. Time value components ("forward points") for forward contracts are included in the fair value of the cash flow hedge. These costs or benefits will be included in Accumulated other comprehensive income (loss) until the underlying hedge transaction is recognized in either Net sales or Cost of sales , at which time, the forward points will also be recognized as a component of Net income .
The Company also uses currency forward contracts not formally designated as hedges to manage the consolidated currency exchange rate risk associated with the remeasurement of non-functional currency denominated monetary assets and liabilities by subsidiaries that use United States dollars, euros, Canadian dollars, yen, won, or renminbi as their functional currency. Non-functional currency denominated monetary assets and liabilities consist primarily of cash and cash equivalents, short-term investments, receivables, payables, deferred income taxes, and intercompany loans. The gains and losses generated on these currency forward contracts not formally designated as hedges are expected to be largely offset in Other non-operating expense, net by the gains and losses generated from the remeasurement of the non-functional currency denominated monetary assets and liabilities.
The following table presents the gross notional amount of outstanding derivative instruments:
(in thousands) June 30, 2022 December 31, 2021 June 30, 2021
Derivative instruments designated as cash flow hedges:
Currency forward contracts $ 542,879 $ 485,083 $ 530,840
Derivative instruments not designated as hedges:
Currency forward contracts 239,676 267,982 258,377
As of June 30, 2022, $ 17.4 million of deferred net gains on both outstanding and matured derivatives recorded in Accumulated other comprehensive income (loss) are expected to be reclassified to Net income during the next twelve months as a result of underlying hedged transactions also being recorded in Net sa les, Cost of sales, or Other non-operating expense in the unaudited Condensed Consolidated Statements of Operations. When outstanding derivative contracts mature, actual amounts ultimately reclassified to Net sa les, Cost of sales, or Other non-operating expense in the unaudited Condensed Consolidated Statements of Operations are dependent on United States dollar exchange rates in effect against the euro, pound sterling, renminbi, Canadian dollar, and yen as well as the euro exchange rate in effect against the pound sterling.
As of June 30, 2022, the Company's derivative contracts had a remaining maturity of less than three years . The maximum net exposure to any single counterparty, which is generally limited to the aggregate unrealized gain of all contracts with that counterparty, was $ 9.4 million as of June 30, 2022. All of the Company's derivative counterparties have credit ratings that are investment grade or higher. The Company is a party to master netting arrangements that contain features that allow counterparties to net settle amounts arising from multiple separate derivative transactions or net settle in the case of certain triggering events such as a bankruptcy or major default of one of the counterparties to the transaction. The Company has not pledged assets or posted collateral as a requirement for entering into or maintaining derivative positions.
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The following table presents the balance sheet classification and fair value of derivative instruments:
(in thousands) Balance Sheet
Classification June 30, 2022 December 31, 2021 June 30, 2021
Derivative instruments designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts Prepaid expenses and other current assets $ 18,212 $ 7,927 $ 1,850
Currency forward contracts Other non-current assets 13,158 10,142 6,772
Derivative instruments in liability positions:
Currency forward contracts Accrued liabilities 444 2,545 7,351
Currency forward contracts Other long-term liabilities 261 318 2,396
Derivative instruments not designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts Prepaid expenses and other current assets 4,085 1,470 1,578
Derivative instruments in liability positions:
Currency forward contracts Accrued liabilities 1,410 1,027 1,830
The following table presents the statement of operations effect and classification of derivative instruments:
Statement Of
Operations
Classification Three Months Ended June 30,
Six Months Ended June 30,
(in thousands) 2022 2021 2022 2021
Currency Forward Contracts:
Derivative instruments designated as cash flow hedges:
Gain (loss) recognized in other comprehensive income (loss), net of tax
— $ 16,453 $ ( 3,903 ) $ 14,589 $ 5,376
Loss reclassified from accumulated other comprehensive income (loss) to income for the effective portion
Net sales ( 40 ) ( 111 ) ( 176 ) ( 11 )
Gain (loss) reclassified from accumulated other comprehensive income (loss) to income for the effective portion
Cost of sales 948 ( 348 ) 1,259 424
Gain reclassified from accumulated other comprehensive income (loss) to income as a result of cash flow hedge discontinuance
Other non-operating expense, net — — 222 106
Derivative instruments not designated as cash flow hedges:
Gain (loss) recognized in income
Other non-operating expense, net 707 ( 1,619 ) 1,297 ( 722 )
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NOTE 12 — FAIR VALUE MEASURES
Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1 — observable inputs such as quoted prices for identical assets or liabilities in active liquid markets;
Level 2 — inputs, other than the quoted market prices in active markets, that are observable, either directly or indirectly; or observable market prices in markets with insufficient volume or infrequent transactions; and
Level 3 — unobservable inputs for which there is little or no market data available, that require the reporting entity to develop its own assumptions.
The Company's assets and liabilities measured at fair value are categorized as Level 1 or Level 2 instruments. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from inputs, other than quoted market prices in active markets, that are directly or indirectly observable in the marketplace and quoted prices in markets with limited volume or infrequent transactions.
Assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 are as follows:
(in thousands) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 30,141 $ — $ — $ 30,141
Short-term investments:
Money market funds 81 — — 81
Mutual fund shares 1,027 — — 1,027
Other current assets:
Derivative financial instruments — 22,297 — 22,297
Non-current assets:
Money market funds 1,208 — — 1,208
Mutual fund shares 17,826 — — 17,826
Derivative financial instruments — 13,158 — 13,158
Total assets measured at fair value $ 50,283 $ 35,455 $ — $ 85,738
Liabilities:
Accrued liabilities:
Derivative financial instruments $ — $ 1,854 $ — $ 1,854
Other long-term liabilities:
Derivative financial instruments — 261 — 261
Total liabilities measured at fair value $ — $ 2,115 $ — $ 2,115
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Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 are as follows:
(in thousands) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 2,677 $ — $ — $ 2,677
Available-for-sale short-term investments: (1)
U.S. Government treasury bills — 130,168 — 130,168
Other short-term investments:
Money market funds 73 — — 73
Mutual fund shares 904 — — 904
Other current assets:
Derivative financial instruments — 9,397 — 9,397
Non-current assets:
Money market funds 2,219 — — 2,219
Mutual fund shares 19,606 — — 19,606
Derivative financial instruments — 10,142 — 10,142
Total assets measured at fair value $ 25,479 $ 149,707 $ — $ 175,186
Liabilities:
Accrued liabilities:
Derivative financial instruments $ — $ 3,572 $ — $ 3,572
Other long-term liabilities:
Derivative financial instruments — 318 — 318
Total liabilities measured at fair value $ — $ 3,890 $ — $ 3,890
(1) Available-for-sale short-term investments have remaining maturities of less than one year.
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Assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 are as follows:
(in thousands) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 159,897 $ — $ — $ 159,897
Short-term investments:
Money market funds 162 — — 162
Mutual fund shares 976 — — 976
Other current assets:
Derivative financial instruments — 3,428 — 3,428
Non-current assets:
Money market funds 3,120 — — 3,120
Mutual fund shares 17,390 — — 17,390
Derivative financial instruments — 6,772 — 6,772
Total assets measured at fair value $ 181,545 $ 10,200 $ — $ 191,745
Liabilities:
Accrued liabilities:
Derivative financial instruments $ — $ 9,181 $ — $ 9,181
Other long-term liabilities:
Derivative financial instruments — 2,396 — 2,396
Total liabilities measured at fair value $ — $ 11,577 $ — $ 11,577
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.