Item 8. Financial Statements and Supplementary Data
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our management is responsible for the information and representations contained in this report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which we consider appropriate in the circumstances and include some amounts based on our best estimates and judgments. Other financial information in this report is consistent with these financial statements.
Our accounting systems include controls designed to reasonably ensure that assets are safeguarded from unauthorized use or disposition and which provide for the preparation of financial statements in conformity with GAAP. These systems are supplemented by the selection and training of qualified financial personnel and an organizational structure providing for appropriate segregation of duties.
The audit committee is responsible for appointing the independent registered public accounting firm and reviews with the independent registered public accounting firm and management the scope and the results of the annual examination, the effectiveness of the accounting control system and other matters relating to our financial affairs as they deem appropriate.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Columbia Sportswear Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Columbia Sportswear Company and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2022, the related notes, and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Intangible Assets, Net – prAna Trademark– Refer to Notes 2 and 6 to the Consolidated Financial Statements
Critical Audit Matter Description
The Company has trademarks and trade names (“trademarks”) that are indefinite-lived intangible assets. As of December 31, 2022, the carrying value of the intangible assets were $81.6 million, of which $51.8 million was attributed to prAna’s trademark, after recognizing $18.7 million of impairment loss in the year ended December 31, 2022. The Company used the relief from royalty method to estimate fair value, which requires management to make significant estimates and assumptions related to projected revenues, royalty rates and discount rates to estimate the fair value of the prAna trademark.
Auditing management’s estimates and assumptions related to projected revenues for prAna involved especially subjective judgement.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates and assumptions related to projected revenues for the prAna trademark valuation included the following, among others:
• We tested the effectiveness of controls over intangible assets, including those over the forecasts of future revenues.
• We evaluated management’s ability to accurately forecast future revenues by comparing actual results to management’s historical forecasts.
• We evaluated the reasonableness of management’s revenue forecasts by comparing the forecasts to:
◦ Historical revenues.
◦ Forecasted information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies.
• To evaluate the reasonableness of the (1) discount rate and (2) royalty rate, with the assistance of our fair value specialists, we:
◦ Developed a range of independent estimates of the discount rate and compared those to the discount rate selected by management to assess the appropriateness of the discount rate assumption.
◦ Tested the inputs and source information underlying the determination of the discount rate by comparing to reputable third-party data or industry information and tested the mathematical accuracy of the calculation.
◦ Testing the source information underlying the determination of the royalty rate selected by management and compared the selected royalty rates from royalty agreements in the outdoor apparel industry for comparable companies and the Company's own contract royalty rates.
Goodwill – prAna Goodwill – Refer to Notes 2 and 6 to the Consolidated Financial Statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The goodwill balance was $51.7 million as of December 31, 2022, of which $37.3 million was allocated to the prAna Reporting Unit (“prAna”), after recognizing $16.9 million of impairment loss in the year ended December 31, 2022. The Company used a combination of discounted cash flow analysis and market-based valuation methods, which requires management to make significant estimates and assumptions related to projected revenues, discount rates, market-based multiples, and other operating performance measures. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, if any, or both.
Auditing management’s estimates and assumptions related to projected revenues, discount rate and market multiples for prAna involved especially subjective judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures for management’s estimates and assumptions related to projected revenues, for the prAna Goodwill valuation included the following, among others:
• We tested the effectiveness of internal controls over the prAna goodwill impairment analysis, including those over the forecast of future revenues, the selection of the discount rate and market-based multiples.
• We evaluated management’s ability to accurately forecast revenues by comparing actual results to management’s historical forecasts.
• We evaluated the reasonableness of management’s revenue forecasts by comparing the forecasts to:
◦ Historical revenues.
◦ Forecasted information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies.
• To evaluate the reasonableness of the discount rate, with the assistance of our fair value specialists, we:
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◦ Developed a range of independent estimates of the discount rate and compared those to the discount rate by comparing to reputable third-party data or industry information and tested the mathematical accuracy of the calculation.
◦ Tested the inputs and source information underlying the determination of the discount rate by comparing to reputable third-party data or industry information and tested the mathematical accuracy of the calculation.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the market multiple management applied to the projected revenues as part of their market-based valuation method through comparison to valuation multiples for guideline public companies.
/s/ DELOITTE & TOUCHE LLP
Portland, Oregon
February 23, 2023
We have served as the Company’s auditor since at least 1994; however, an earlier year could not be reliably determined.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Columbia Sportswear Company
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Columbia Sportswear Company and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 23, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Portland, Oregon
February 23, 2023
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Table of Contents
Notes to Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
(in thousands) 2022 2021
ASSETS
Current Assets:
Cash and cash equivalents $ 430,241 $ 763,404
Short-term investments 722 131,145
Accounts receivable, net of allowance of 5,443 and 8,893 , respectively
547,561 487,803
Inventories 1,028,545 645,379
Prepaid expenses and other current assets 129,872 86,306
Total current assets 2,136,941 2,114,037
Property, plant and equipment, net 291,214 291,088
Operating lease right-of-use assets 324,409 330,928
Intangible assets, net 81,558 101,908
Goodwill 51,694 68,594
Deferred income taxes 94,162 92,121
Other non-current assets 71,568 68,452
Total assets $ 3,051,546 $ 3,067,128
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable $ 322,472 $ 283,349
Accrued liabilities 328,759 316,485
Operating lease liabilities 68,685 67,429
Income taxes payable 18,802 13,127
Total current liabilities 738,718 680,390
Non-current operating lease liabilities 310,625 317,666
Income taxes payable 33,251 44,541
Deferred income taxes 143 —
Other long-term liabilities 33,020 35,279
Total liabilities 1,115,757 1,077,876
Commitments and contingencies (Note 12)
Shareholders' Equity:
Preferred stock; 10,000 shares authorized; none issued and outstanding
— —
Common stock (no par value); 250,000 shares authorized; 62,139 and 65,164 issued and outstanding, respectively
12,692 —
Retained earnings 1,953,734 1,993,628
Accumulated other comprehensive income (loss) ( 30,637 ) ( 4,376 )
Total shareholders' equity 1,935,789 1,989,252
Total liabilities and shareholders' equity $ 3,051,546 $ 3,067,128
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
(in thousands, except per share amounts) 2022 2021 2020
Net sales $ 3,464,152 $ 3,126,402 $ 2,501,554
Cost of sales 1,753,074 1,513,947 1,277,665
Gross profit 1,711,078 1,612,455 1,223,889
Selling, general and administrative expenses 1,304,394 1,180,323 1,081,448
Impairment of goodwill and intangible assets 35,600 — 17,500
Net licensing income 22,020 18,372 12,108
Operating income 393,104 450,504 137,049
Interest income, net 2,713 1,380 435
Other non-operating income (expense), net 1,593 ( 373 ) 2,039
Income before income tax 397,410 451,511 139,523
Income tax expense ( 85,970 ) ( 97,403 ) ( 31,510 )
Net income $ 311,440 $ 354,108 $ 108,013
Earnings per share:
Basic $ 4.96 $ 5.37 $ 1.63
Diluted $ 4.95 $ 5.33 $ 1.62
Weighted average shares outstanding:
Basic 62,754 65,942 66,376
Diluted 62,970 66,415 66,772
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
(in thousands) 2022 2021 2020
Net income $ 311,440 $ 354,108 $ 108,013
Other comprehensive income (loss):
Change in available-for-sale securities
— — 4
Change in derivative transactions (net of tax effects of $( 4,358 ), $( 7,138 ), and $ 6,271 , respectively)
11,876 19,283 ( 18,851 )
Foreign currency translation adjustments (net of tax effects of $ 218 , $( 40 ), and $( 388 ), respectively)
( 38,137 ) ( 24,465 ) 24,078
Other comprehensive income (loss) ( 26,261 ) ( 5,182 ) 5,231
Comprehensive income $ 285,179 $ 348,926 $ 113,244
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(in thousands) 2022 2021 2020
Cash flows from operating activities:
Net income $ 311,440 $ 354,108 $ 108,013
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization, and non-cash lease expense 117,399 115,571 146,601
Provision for uncollectible accounts receivable ( 2,044 ) ( 10,758 ) 19,156
Loss on disposal or impairment of investments, property, plant and equipment, right-of-use assets, goodwill, and intangible assets 38,194 1,233 31,342
Deferred income taxes ( 8,118 ) ( 9,798 ) ( 11,263 )
Stock-based compensation 21,021 19,126 17,778
Changes in operating assets and liabilities:
Accounts receivable ( 64,495 ) ( 31,622 ) 22,885
Inventories ( 399,851 ) ( 100,261 ) 64,884
Prepaid expenses and other current assets ( 25,749 ) ( 24,858 ) 33,712
Other assets ( 2,475 ) 1,231 ( 21,224 )
Accounts payable 40,429 75,513 ( 49,275 )
Accrued liabilities 20,683 66,457 ( 52,115 )
Income taxes payable ( 5,871 ) ( 15,248 ) 9,082
Operating lease assets and liabilities ( 62,749 ) ( 85,176 ) ( 52,112 )
Other liabilities ( 3,055 ) ( 1,112 ) 8,613
Net cash provided by (used in) operating activities ( 25,241 ) 354,406 276,077
Cash flows from investing activities:
Purchases of short-term investments ( 44,876 ) ( 130,191 ) ( 35,044 )
Sales and maturities of short-term investments 176,083 1,184 36,631
Capital expenditures ( 58,467 ) ( 34,744 ) ( 28,758 )
Net cash provided by (used in) investing activities 72,740 ( 163,751 ) ( 27,171 )
Cash flows from financing activities:
Proceeds from credit facilities 52,918 38,334 402,422
Repayments on credit facilities ( 52,979 ) ( 38,156 ) ( 403,146 )
Payment of line of credit issuance fees ( 604 ) — ( 3,278 )
Proceeds from issuance of common stock related to stock-based compensation 6,588 28,783 6,919
Tax payments related to stock-based compensation ( 4,229 ) ( 5,812 ) ( 4,533 )
Repurchase of common stock ( 287,443 ) ( 165,415 ) ( 132,889 )
Cash dividends paid ( 75,082 ) ( 68,623 ) ( 17,195 )
Net cash used in financing activities ( 360,831 ) ( 210,889 ) ( 151,700 )
Net effect of exchange rate changes on cash ( 19,831 ) ( 7,087 ) 7,510
Net increase (decrease) in cash and cash equivalents ( 333,163 ) ( 27,321 ) 104,716
Cash and cash equivalents, beginning of period 763,404 790,725 686,009
Cash and cash equivalents, end of period $ 430,241 $ 763,404 $ 790,725
Supplemental disclosures of cash flow information:
Cash paid during the year for income taxes $ 92,110 $ 129,483 $ 14,687
Supplemental disclosures of non-cash investing and financing activities:
Property, plant and equipment acquired through increase in liabilities $ 11,103 $ 5,853 $ 3,831
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except per share amounts) Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
Shares
Outstanding Amount
Balance, December 31, 2019
67,561 $ 4,937 $ 1,848,935 $ ( 4,425 ) $ 1,849,447
Net income — — 108,013 — 108,013
Other comprehensive income (loss) — — — 5,231 5,231
Cash dividends ($ 0.26 per share)
— — ( 17,195 ) — ( 17,195 )
Issuance of common stock related to stock-based compensation, net
248 2,386 — — 2,386
Stock-based compensation expense — 17,778 — — 17,778
Repurchase of common stock ( 1,557 ) ( 4,936 ) ( 127,953 ) — ( 132,889 )
Balance, December 31, 2020
66,252 20,165 1,811,800 806 1,832,771
Net income — — 354,108 — 354,108
Other comprehensive income (loss) — — — ( 5,182 ) ( 5,182 )
Cash dividends ($ 1.04 per share)
— — ( 68,623 ) — ( 68,623 )
Issuance of common stock related to stock-based compensation, net
567 22,971 — — 22,971
Stock-based compensation expense — 19,126 — — 19,126
Repurchase of common stock ( 1,655 ) ( 62,262 ) ( 103,657 ) — ( 165,919 )
Balance, December 31, 2021
65,164 — 1,993,628 ( 4,376 ) 1,989,252
Net income — — 311,440 — 311,440
Other comprehensive income (loss) — — — ( 26,261 ) ( 26,261 )
Cash dividends ($ 1.20 per share)
— — ( 75,082 ) — ( 75,082 )
Issuance of common stock related to stock-based compensation, net
210 2,359 — — 2,359
Stock-based compensation expense — 21,021 — — 21,021
Repurchase of common stock ( 3,235 ) ( 10,688 ) ( 276,252 ) — ( 286,940 )
Balance, December 31, 2022
62,139 $ 12,692 $ 1,953,734 $ ( 30,637 ) $ 1,935,789
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE PAGE
Note 1 Basis of Presentation and Organization 44
Note 2 Summary of Significant Accounting Policies 44
Note 3 Revenues 49
Note 4 Concentrations 50
Note 5 Property, Plant and Equipment, Net 50
Note 6 Intangible Assets, Net and Goodwill 51
Note 7 Short-Term Borrowings and Credit Lines 52
Note 8 Accrued Liabilities 53
Note 9 Leases 53
Note 10 Income Taxes 55
Note 11 Retirement Savings Plans 57
Note 12 Commitments and Contingencies 58
Note 13 Shareholders' Equity 58
Note 14 Stock-Based Compensation 58
Note 15 Earnings Per Share 62
Note 16 Accumulated Other Comprehensive Income (Loss) 63
Note 17 Segment Information 64
Note 18 Financial Instruments and Risk Management 65
Note 19 Fair Value Measures 68
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Table of Contents
Notes to Consolidated Financial Statements
NOTE 1 — BASIS OF PRESENTATION AND ORGANIZATION
NATURE OF THE BUSINESS
Columbia Sportswear Company connects active people with their passions through its four well-known brands, Columbia, SOREL, Mountain Hardwear, and prAna, by designing, developing, marketing, and distributing its outdoor, active and lifestyle apparel, footwear, accessories, and equipment products to meet the diverse needs of its customers and consumers.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Columbia Sportswear Company, its wholly owned subsidiaries and entities in which it maintained a controlling financial interest (the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation.
RECLASSIFICATIONS
Certain amounts in prior period consolidated financial statements have been reclassified to conform to our current period presentation.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("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 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.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are stated at fair value or at cost, which approximates fair value, and include short-term highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity they present insignificant risk of changes in value because of changes in interest rates. As of December 31, 2022 and December 31, 2021, Cash and cash equivalents consisted of cash and money market funds.
INVESTMENTS
As of December 31, 2022, Short-term investments consisted of money market funds and mutual fund shares held as part of the Company's deferred compensation plan expected to be distributed in the next twelve months. As of December 31, 2021 , Short-term investments consisted of United States government treasury bills as well as money market funds and mutual fund shares held as part of the Company's deferred compensation plan expected to be distributed in the next twelve months. The United States government treasury bills are classified as available-for-sale securities and are recorded at fair value with any unrealized gains or losses reported, net of tax, in Other comprehensive income (loss) . Investments held as part of the Company's deferred compensation plan are classified as trading securities and are recorded at fair value with any unrealized gains and losses included in Selling, general, and administrative ("SG&A") expenses . Realized gains or losses from these trading securities are determined based on the specific identification method and are included in SG&A expenses .
As of December 31, 2022 and 2021, long-term investments included in Other non-current assets consisted of money market funds and mutual fund shares held to offset liabilities to participants in the Company's deferred compensation plan. These investments are classified as long-term because the related deferred compensation liabilities are not expected to be paid within the next year. These investments are classified as trading securities and are recorded at fair value with unrealized gains and losses reported as SG&A expenses .
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Notes to Consolidated Financial Statements
ACCOUNTS RECEIVABLE
Accounts receivable have been reduced by an allowance for doubtful accounts. The Company maintains an allowance for estimated credit losses resulting from the inability of the Company's customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Write-offs of accounts receivable were $ 1.0 million and $ 0.2 million for the years ended December 31, 2022 and 2021 , respectively.
INVENTORIES
Inventories consist primarily of finished goods and are carried at the lower of cost or net realizable value. Cost is determined using standard cost, which approximates the first-in, first-out method. The Company periodically reviews its inventories for excess, close-out or slow-moving items and makes provisions as necessary to properly reflect inventory value.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The principal estimated useful lives are: land improvements, 15 years; buildings and building improvements, 15 - 30 years; furniture and fixtures, 3-10 years; and machinery, software and equipment, 3 - 10 years. Leasehold improvements are depreciated over the lesser of the estimated useful life of the improvement, which is most commonly 7 years, or the remaining term of the underlying lease.
Improvements to property, plant and equipment that substantially extend the useful life of the asset are capitalized. Repair and maintenance costs are expensed as incurred. Internal and external costs directly related to the development of internal-use software during the application development stage, including costs incurred for third party contractors and employee compensation, are capitalized and depreciated over a 3-10 year estimated useful life.
INTANGIBLE ASSETS AND GOODWILL
Intangible assets with indefinite lives and goodwill are not amortized but are periodically evaluated for impairment. Intangible assets that are determined to have finite lives are amortized using the straight-line method over their estimated useful lives and are measured for impairment only when events or circumstances indicate the carrying value may be impaired. Intangible assets with finite lives include patents, purchased technology and customer relationships and have estimated useful lives which range from approximately 3 to 10 years.
CLOUD COMPUTING ARRANGEMENTS
The Company’s cloud computing arrangements that are service contracts ("CCAs") primarily relate to various enterprise resource planning systems, as well as other supporting systems. Implementation costs associated with CCAs are capitalized ("CCA assets") when incurred during the application development stage and generally included in Other non-current assets in the Consolidated Balance Sheets. CCA assets are amortized on a straight-line basis over their assessed useful lives or the contractual term of the CCA contract, whichever is shorter, with amortization included in the same financial statement line item in the Consolidated Statement of Operations as the expense for fees in the associated CCA contract. As of December 31, 2022, CCA assets in-service have useful lives which range from approximately ten months to six years. As of December 31, 2022 and 2021, CCA assets consisted of capitalized implementation costs of $ 36.0 million and $ 26.6 million, respectively and associated accumulated amortization of $ 12.6 million and $ 6.8 million, respectively. Changes in these assets are recorded in Other assets within operating activities in the Consolidated Statements of Cash Flows.
LEASES
The Company leases, among other things, retail space, office space, warehouse facilities, storage space, vehicles, and equipment. Generally, the base lease terms are between 5 and 10 years. Certain lease agreements contain scheduled rent escalation clauses and others include rental payments adjusted periodically depending on an index or rate. Certain retail space lease agreements provide for additional rents based on a percentage of annual sales in excess of stipulated minimums ("percentage rent"). Certain lease agreements require the Company to pay real estate taxes, insurance, common area maintenance, and other costs, collectively referred to as operating costs, in addition to base rent.
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Notes to Consolidated Financial Statements
Certain lease agreements also contain lease incentives, such as tenant improvement allowances and rent holidays. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more. The exercise of lease renewal options is generally at the Company's sole discretion. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use ("ROU") asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term and (3) lease payments.
Unpaid lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor's estimated residual value or the amount of the lessor's deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses market-based rates as an input to derive an appropriate incremental borrowing rate, adjusted for the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. The Company also contemplates adjusting the discount rate for the amount of the lease payments.
The Company's lease contracts may include options to extend the lease following the initial term or terminate the lease prior to the end of the initial term. In most instances, at the commencement of the leases, the Company has determined that it is not reasonably certain to exercise either of these options; accordingly, these options are generally not considered in determining the initial lease term. At the renewal of an expiring lease, the Company reassesses options in the contract that it is reasonably certain to exercise in its measurement of lease term.
For lease agreements entered into or reassessed after the adoption of Accounting Standards Codification ("ASC") 842, the Company has elected the practical expedient to account for the lease and non-lease components as a single lease component. Therefore, for those leases, the lease payments used to measure the lease liability include all of the fixed consideration in the contract.
Variable lease payments associated with the Company's leases are recognized upon occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed. Variable lease payments are presented in the Company's Consolidated Statements of Operations in the same line item as expense arising from fixed lease payments.
Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
For lease concessions related to the effects of the COVID-19 pandemic that provide a deferral of payments with no substantive changes to the consideration in the original contract, the Company continues to recognize expense during the deferral period. For concessions related to the effects of the COVID-19 pandemic in the form of lease abatements, the reduced lease payments are accounted for as reductions to variable lease expense.
IMPAIRMENT OF LONG-LIVED ASSETS, INTANGIBLE ASSETS AND GOODWILL
Long-lived assets, which include property, plant and equipment, lease ROU assets, capitalized implementation costs for cloud computing arrangements, and intangible assets with finite lives, are tested for recoverability only when events or circumstances indicate the carrying value may not be recoverable. In these cases, the Company estimates the future undiscounted cash flows to be derived from the asset or asset group to determine whether a potential impairment exists. If the sum of the estimated undiscounted cash flows is less than the carrying value of the asset or asset group, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the estimate of fair value.
The Company reviews and tests its intangible assets with indefinite lives and goodwill for impairment in the fourth quarter of each year and when events or changes in circumstances indicate that it is more likely than not that the fair value of the asset or reporting unit is less than its carrying amount. The Company's intangible assets with indefinite lives consist of trademarks and trade names. In the impairment test for goodwill, the estimated fair value of the reporting unit is compared with the carrying amount of that reporting unit. In the impairment tests for trademarks and trade names, the Company compares the estimated fair value of each asset to its carrying amount. For goodwill and trademarks and trade names, if the carrying amount exceeds its estimated fair value, the Company calculates an impairment as the excess of carrying amount over the estimate of fair value.
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Impairment charges of long-lived assets, if any, are classified as SG&A expenses . Impairment charges of goodwill and indefinite-lived intangible assets, if any, are classified as Impairment of goodwill and intangible assets in the Consolidated Statements of Operations.
INCOME TAXES
Income taxes are based on amounts of taxes payable or refundable in the current year and on expected future tax consequences of events that are recognized in the financial statements in different periods than they are recognized in tax returns. As a result of timing of recognition and measurement differences between financial accounting standards and income tax laws, temporary differences arise between amounts of pre-tax financial statement income and taxable income and between reported amounts of assets and liabilities in the Consolidated Balance Sheets and their respective tax bases. Deferred income tax assets and liabilities reported in the Consolidated Balance Sheets reflect estimated future tax effects attributable to these temporary differences and to net operating loss and net capital loss carryforwards, based on tax rates expected to be in effect for years in which the differences are expected to be settled or realized. Realization of deferred tax assets is dependent on future taxable income in specific jurisdictions. Valuation allowances are used to reduce deferred tax assets to amounts considered likely to be realized.
Accrued income taxes in the Consolidated Balance Sheets include unrecognized income tax benefits relating to uncertain tax positions, including related interest and penalties, appropriately classified as current or non-current. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. In making this determination, the Company assumes that the taxing authority will examine the position and that it will have full knowledge of all relevant information. Changes in the Company's assessment may result in the recognition of a tax benefit or an additional charge to the tax provision in the period the assessment changes.
DERIVATIVES
The effective portion of changes in fair values of outstanding cash flow hedges is recorded in Accumulated other comprehensive income (loss) until earnings are affected by the hedged transaction, and any ineffective portion is included in earnings. In most cases, amounts recorded in Accumulated other comprehensive income (loss) will be released to earnings after maturity of the related derivative. The Consolidated Statements of Operations classification of effective hedge results is the same as that of the underlying exposure. Results of hedges of product costs are recorded in Cost of sales when the underlying hedged transactions affect earnings. Results of hedges of revenue are recorded in Net sales when the underlying hedged transactions affect earnings. Unrealized derivative gains and losses, which are recorded in assets and liabilities, respectively, are non-cash items and therefore are taken into account in the preparation of the Consolidated Statements of Cash Flows based on their respective balance sheet classifications.
FOREIGN CURRENCY TRANSLATION
For the Company's subsidiaries whose functional currency is not the United States dollar, assets and liabilities have been translated into United States dollars using the exchange rates in effect at period end, and the sales and expenses have been translated into United States dollars using average exchange rates in effect during the period. The foreign currency translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets.
REVENUE RECOGNITION
Revenues are recognized when the Company's performance obligations are satisfied as evidenced by transfer of control of promised goods to customers or consumers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Within the Company's wholesale channel, control generally transfers to the customer upon shipment to, or upon receipt by, the customer depending on the terms of sale with the customer. Within the Company's direct-to-consumer ("DTC") channel, control generally transfers to the consumer at the time of sale within retail stores and concession-based arrangements and generally upon shipment to the consumer with respect to e-commerce transactions.
The amount of consideration the Company expects to be entitled to receive and recognize as Net sales across both wholesale and DTC channels varies with changes in sales returns, other accommodations and incentives offered. The Company estimates expected sales returns and other accommodations, such as chargebacks and markdowns, and records a sales reserve to reduce Net sales. These estimates are based on historical rates of product returns and claims, as well as events and circumstances that indicate changes to such historical rates. However, actual returns and claims in any future period are inherently uncertain and thus may differ from estimates. As a result, the
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Company adjusts estimates of revenue at the earlier of when the most likely amount of consideration the Company expects to receive changes or when the amount of consideration becomes fixed. If actual or expected future returns and claims are significantly greater or lower than the sales reserves established, the Company records an adjustment to Net sales in the period in which it made such determination.
Licensing income, which is presented separately as Net licensing income on the Consolidated Statements of Operations and represents less than 1 % of total revenue, is recognized over time based on the greater of contractual minimum royalty guarantees and actual, or estimated, sales of licensed products by the Company's licensees.
The Company expenses sales commissions when incurred, which is generally at the time of sale, because the amortization period would have been one year or less. These costs are recorded within SG&A expenses .
Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing authorities.
Shipping and Handling Costs
The Company treats shipping and handling activities as fulfillment costs, and as such recognizes the costs for these activities at the time the related revenue is recognized. The majority of these costs, typically associated with warehousing and handling of inventory, are generally recorded as SG&A expenses , while the direct costs associated with shipping goods to customers and consumers are recorded as Cost of sales . Shipping and handling fees billed to customers are recorded as Net sales . Shipping and handling costs recorded as a component of SG&A expenses were $ 155.8 million, $ 114.4 million and $ 98.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.
COST OF SALES
Cost of sales consists of all direct product costs, including shipping, duties and importation costs, as well as specific provisions for excess, close-out or slow-moving inventory. In addition, certain products carry life-time or limited warranty provisions for defects in quality and workmanship. Cost of sales includes a warranty reserve established for these provisions at the time of sale to cover estimated costs based on the Company's history of warranty repairs and replacements.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses consists of personnel-related costs, advertising, depreciation and amortization, occupancy, and other selling and general operating expenses related to the Company's business functions.
STOCK-BASED COMPENSATION
Stock-based compensation cost is estimated at the grant date based on the award's fair value. For stock options and service-based restricted stock units, stock-based compensation cost is recognized over the expected requisite service period using the straight-line attribution method. For performance-based restricted stock units, stock-based compensation cost is recognized based on the Company's assessment of the probability of achieving performance targets in the reporting period. The Company estimates forfeitures for stock-based awards granted, but which are not expected to vest.
ADVERTISING COSTS
Advertising costs, including marketing and demand creation spending, are expensed in the period incurred and are included in SG&A expenses . Total advertising expense, including cooperative advertising costs, was $ 205.9 million, $ 184.8 million and $ 141.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Cooperative advertising costs are expensed when the related revenues are recognized and included in SG&A expenses .
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
The Company adopted ASU No. 2021-10 (“ASU 2021-10”), Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, effective January 1, 2022, using the prospective method of adoption. ASU 2021-10 increases transparency of government assistance received by a business entity by requiring annual 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 was effective for annual periods beginning after December 15, 2021. At adoption, there was not a material impact to the Company's consolidated financial statements.
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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
None.
NOTE 3 — REVENUES
DISAGGREGATED REVENUE
As disclosed below in Note 17, 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:
Year Ended December 31, 2022
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment $ 1,829,389 $ 354,000 $ 303,731 $ 173,911 $ 2,661,031
Footwear 472,857 119,866 134,823 75,575 803,121
Total $ 2,302,246 $ 473,866 $ 438,554 $ 249,486 $ 3,464,152
Channel net sales
Wholesale $ 1,114,337 $ 225,932 $ 364,598 $ 162,773 $ 1,867,640
Direct-to-consumer 1,187,909 247,934 73,956 86,713 1,596,512
Total $ 2,302,246 $ 473,866 $ 438,554 $ 249,486 $ 3,464,152
Year Ended December 31, 2021
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment $ 1,624,542 $ 347,071 $ 263,432 $ 154,109 $ 2,389,154
Footwear 435,758 118,428 118,628 64,434 737,248
Total $ 2,060,300 $ 465,499 $ 382,060 $ 218,543 $ 3,126,402
Channel net sales
Wholesale $ 983,799 $ 215,448 $ 317,104 $ 144,008 $ 1,660,359
Direct-to-consumer 1,076,501 250,051 64,956 74,535 1,466,043
Total $ 2,060,300 $ 465,499 $ 382,060 $ 218,543 $ 3,126,402
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Year Ended December 31, 2020
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment 1,231,835 320,616 197,052 118,116 $ 1,867,619
Footwear 371,948 103,873 101,855 56,259 633,935
Total $ 1,603,783 $ 424,489 $ 298,907 $ 174,375 $ 2,501,554
Channel net sales
Wholesale 838,388 198,083 249,161 117,628 $ 1,403,260
Direct-to-consumer 765,395 226,406 49,746 56,747 1,098,294
Total $ 1,603,783 $ 424,489 $ 298,907 $ 174,375 $ 2,501,554
PERFORMANCE OBLIGATIONS
For the years December 31, 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 December 31, 2022 and 2021, the Company did not have contract assets and had an immaterial amount of contract liabilities included in Accrued liabilities on the Consolidated Balance Sheets.
NOTE 4 — CONCENTRATIONS
TRADE RECEIVABLES
The Company had one customer that accounted for approximately 13.8 % and 14.3 % of Accounts receivable, net as of December 31, 2022 and 2021, respectively. No single customer accounted for 10% or more of Net sales for any of the years ended December 31, 2022, 2021 or 2020.
NOTE 5 — PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
December 31,
(in thousands)
2022 2021
Land and improvements $ 32,964 $ 33,107
Buildings and improvements 211,495 209,792
Machinery, software and equipment 386,657 382,337
Furniture and fixtures 104,190 99,946
Leasehold improvements 162,210 155,872
Construction in progress 17,609 12,694
915,125 893,748
Less accumulated depreciation ( 623,911 ) ( 602,660 )
$ 291,214 $ 291,088
Depreciation expense for Property, plant and equipment, net was $ 53.1 million, $ 54.2 million, and $ 60.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.
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Impairment charges for Property, plant and equipment, net are inclu ded in SG&A expenses an d were $ 0.8 million, $ 0.5 million, and $ 5.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Charges during the years ended December 31, 2022, 2021 and 2020 were recorded primarily for certain underperforming retail stores in the U.S., EMEA and LAAP regions.
NOTE 6 — INTANGIBLE ASSETS, NET AND GOODWILL
INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following:
December 31,
(in thousands)
2022 2021
Intangible assets with definite lives:
Patents and purchased technology $ 14,198 $ 14,198
Customer relationships 23,000 23,000
Gross carrying amount 37,198 37,198
Accumulated amortization:
Patents and purchased technology ( 14,198 ) ( 14,198 )
Customer relationships ( 20,663 ) ( 19,013 )
Accumulated amortization ( 34,861 ) ( 33,211 )
Net carrying amount 2,337 3,987
Intangible assets with indefinite lives 79,221 97,921
Intangible assets, net $ 81,558 $ 101,908
Amortization expense for intangible assets subject to amortization was $ 1.7 million, $ 1.7 million and $ 2.5 million for the years ended December 31, 2022, 2021 and 2020 respectively.
For the year ended December 31, 2022, an im pairment charge of $ 18.7 million was recorded for the impairment of prAna's trademar k and trade name (collectively, "trademark"), which is an indefinite-lived intangible asset recorded in the U.S. segment. The impairment of the prAna trademark was determined as part of the annual impairment test. The decline in estimated fair value from the fourth quarter 2021 impairment test reflects a decline in forecasted revenue, a lower estimated royalty rate, and a slightly higher discount rate. For the year ended December 31, 2021 , there were no impairments recorded for intangible assets with indefinite lives. For the year ended December 31, 2020, an impairment charge of $ 17.5 million was recorded for the impairment of prAna's trademark. The impairment of the prAna trademark was determined as part of the annual impairment test. The decline in estim ated fair value from the fourth quarter 2020 impairment test compared to the fourth quarter 2019 impairment test reflected a lower estimated royalty rate and a decline in forecasted revenues. The Company estimated fair value using a relief from royalty method under the income approach. Cash flow projections were developed in part from the Company's annual planning process. The discount rate was the equity component of the estimated weighted average cost of capital of the reporting unit from a market-participant perspective.
The following table presents the remaining estimated annual amortization expense of intangible assets with definite lives for the years 2023 through 2027:
(in thousands)
2023 1,650
2024 687
2025 —
2026 —
2027 —
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GOODWILL
The following table sets forth the changes in Goodwill .:
(in thousands)
Balance as of December 31, 2020
Gross $ 73,208
Accumulated impairment loss ( 4,614 )
Carrying value 68,594
Balance as of December 31, 2021
Gross 73,208
Accumulated impairment loss ( 4,614 )
Carrying value 68,594
Impairment losses during the year ( 16,900 )
Balance as of December 31, 2022
Gross 73,208
Accumulated impairment loss ( 21,514 )
Carrying value $ 51,694
Substantially all of the Company's goodwill is recorded in the U.S. segment. For the y ear ended December 31, 2022 , an impairment charge of $ 16.9 million was recorded. The impairment of goodwill attributable to the prAna business was determined as part of the annual impairment test. The Company estimated the fair value of the prAna reporting unit using a combination of discounted cash flow analysis and market-based valuation methods. Key assumptions used in the discounted cash flow models are cash flow projections and the discount rate. Cash flow projections are developed in part from our annual planning process. The discount rate is the estimated weighted-average costs of capital of the reporting unit from a market-participant perspective. The market-based valuation methods to estimate fair value of the reporting units utilized market multiples for guideline public companies . The decline in estimated fair value from the fourth-quarter 2021 impairment test reflects lower assumed revenue and operating income levels, while the weighted-average cost of capital used in the discounted cash flow model remained relatively unchanged. The Company determined that goodwill was not impaired for the years ended December 31, 2021 and 2020.
NOTE 7 — SHORT-TERM BORROWINGS AND CREDIT LINES
DOMESTIC CREDIT FACILITY
The Company has an unsecured, committed revolving credit facility (the “Credit Facility”) that provides for up to $ 500.0 million of borrowings, which is available for working capital and general corporate purposes, including a sublimit for the issuance of letters of credit. The Credit Facility matures on July 12, 2027. Interest, generally 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. A commitment fee ranging from 0.10% to 0.20% based on the Company's funded debt ratio is paid quarterly on the average daily unused commitment amount of the Credit Facility.
The agreement for the Credit Facility requires the Company to comply with a financial covenant to maintain a certain funded debt ratio. In addition, the 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
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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.
As of December 31, 2022, the Company was in compliance with all associated covenants and there was no balance outstanding under the Credit Facility. As of December 31, 2021 there was no balance outstanding under the credit agreement in effect for such period.
INTERNATIONAL CREDIT FACILITIES
The Company's European subsidiary has available an unsecured, committed line of credit, which is guaranteed by the Company, and provides for borrowing up to a maximum of € 4.4 million (approximately US$ 4.7 million) as of December 31, 2022, with borrowings to accrue interest at a base rate plus 75 basis points.
As of December 31, 2022 and 2021 there was no balance outstanding.
NOTE 8 — ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
December 31,
(in thousands) 2022 2021
Sales reserves $ 115,366 $ 98,998
Accrued salaries, bonus, paid time off and other benefits 99,524 121,074
Accrued import duties 30,847 17,272
Taxes other than income taxes payable 23,262 27,930
Product warranties 13,810 13,645
Other 45,950 37,566
$ 328,759 $ 316,485
A reconciliation of product warranties is as follows:
Year Ended December 31,
(in thousands) 2022 2021 2020
Balance at beginning of year $ 13,645 $ 14,745 $ 14,466
Provision for warranty claims 3,627 2,179 3,033
Warranty claims ( 3,163 ) ( 2,917 ) ( 3,128 )
Other ( 299 ) ( 362 ) 374
Balance at end of year $ 13,810 $ 13,645 $ 14,745
NOTE 9 — LEASES
The components of lease cost consisted of the following:
Year Ended December 31,
(in thousands) 2022 2021 2020
Operating lease cost $ 76,650 $ 71,996 $ 104,906
Variable lease cost 63,537 67,745 58,391
Short term lease cost 5,775 5,612 9,600
$ 145,962 $ 145,353 $ 172,897
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For the year ended December 31, 2022, operating lease costs included $ 0.8 million of ROU asset impairment charges related to underperforming retail locations, as well as a gain of $ 4.8 million from the completion of lease termination negotiations and settlements related to certain retail store closures in 2020 and 2022, primarily in the U.S. segment. For the year ended December 31, 2021, operating lease costs included $ 0.5 million of ROU asset impairment charges related to underperforming retail locations primarily in the EMEA. segment, as well as a gain of $ 8.6 million from the completion of lease termination negotiations and settlements related to certain 2020 retail store closures, primarily in the U.S. segment. For the year ended December 31, 2020, op erating lease cost included $ 16.5 million of accelerated amortization for retail locations that permanently closed during 2020 for which the related lease liabilities had not been extinguished as of December 31, 2020 due to ongoing negotiations with the landlords. In addition, for the year ended December 31, 2020, operating lease cost included $ 7.0 million of ROU asset impairment charges related to underperforming retail locations primarily in the U.S. segment for the year ended December 31, 2020.
In the periods presented, lease concessions reducing variable lease expense were not material.
The following table presents supplemental cash flow information related to leases:
Year Ended December 31,
(in thousands) 2022 2021 2020
Cash paid for amounts included in the measurement of operating lease liabilities $ 81,130 $ 83,827 $ 82,083
Operating lease liabilities arising from obtaining ROU assets (1)
$ 51,976 $ 53,168 $ 22,416
Reductions to ROU assets resulting from reductions to operating lease liabilities $ 52 $ 118 $ 6,400
(1) Includes amounts added to the carrying amount of lease liabilities resulting from lease modifications and reassessments.
The following table presents supplemental balance sheet information related to leases:
December 31,
2022 2021
Weighted average remaining lease term 6.02 years 5.72 years
Weighted average discount rate 4.21 % 3.25 %
The following table presents the future maturities of lease liabilities as of December 31, 2022:
(in thousands)
2023 $ 79,832
2024 73,958
2025 64,814
2026 57,184
2027 48,000
Thereafter 100,685
Total lease payments 424,473
Less: imputed interest ( 45,163 )
Total lease liabilities 379,310
Less: current obligations ( 68,685 )
Long-term lease obligations $ 310,625
As of December 31, 2022, the Company has additional operating lease commitments that have not yet commenced of $ 1.5 million. These leases will commence in 2023 with lease terms of approximately three to six years.
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NOTE 10 — INCOME TAXES
INCOME TAX PROVISION
Consolidated income from operations before income taxes consisted of the following:
Year Ended December 31,
(in thousands)
2022 2021 2020
United States operations $ 243,695 $ 318,306 $ 29,154
Foreign operations 153,715 133,205 110,369
Income before income tax $ 397,410 $ 451,511 $ 139,523
The components of the provision for income taxes consisted of the following:
Year Ended December 31,
(in thousands)
2022 2021 2020
Current:
Federal $ 52,503 $ 51,790 $ 18,435
State and local 11,191 14,429 4,929
Non-United States 25,615 33,825 26,897
89,309 100,044 50,261
Deferred:
Federal ( 13,248 ) ( 3,042 ) ( 14,728 )
State and local ( 710 ) ( 266 ) ( 5,097 )
Non-United States 10,619 667 1,074
( 3,339 ) ( 2,641 ) ( 18,751 )
Income tax expense $ 85,970 $ 97,403 $ 31,510
The following is a reconciliation of the statutory federal income tax rate to the effective rate reported in the financial statements:
Year Ended December 31,
(percent of income before tax) 2022 2021 2020
Provision for federal income taxes at the statutory rate 21.0 % 21.0 % 21.0 %
State and local income taxes, net of federal benefit 1.6 2.5 1.5
Non-United States income taxed at different rates ( 0.4 ) 2.7 2.1
Foreign tax credits — ( 2.4 ) ( 0.9 )
Adjustment to deferred taxes 0.1 — ( 1.2 )
Global Intangible Low-Taxed Income 0.1 0.1 0.1
Research credits ( 0.4 ) ( 0.4 ) ( 1.4 )
Withholding taxes 0.2 ( 1.4 ) 0.5
Excess tax benefits from stock plans — ( 0.9 ) ( 0.8 )
Other ( 0.6 ) 0.4 1.7
Actual provision for income taxes 21.6 % 21.6 % 22.6 %
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DEFERRED INCOME TAX BALANCES
Significant components of the Company's deferred taxes consisted of the following:
December 31,
(in thousands)
2022 2021
Deferred tax assets:
Accruals and allowances $ 31,957 $ 40,518
Lease liability 89,742 81,012
Capitalized inventory costs 26,147 23,950
Sales reserves 16,897 13,881
Stock compensation 7,659 6,329
Net operating loss carryforwards 18,778 22,767
Depreciation and amortization 15,463 22,076
Tax credits 2,751 387
Other 10,902 2,164
Gross deferred tax assets 220,296 213,084
Valuation allowance ( 19,649 ) ( 22,502 )
Net deferred tax assets 200,647 190,582
Deferred tax liabilities:
Depreciation and amortization ( 5,844 ) ( 10,414 )
Prepaid expenses ( 2,892 ) ( 3,447 )
ROU lease asset ( 78,274 ) ( 68,148 )
Deferred tax liability associated with future repatriations ( 11,267 ) ( 13,069 )
Foreign currency ( 8,351 ) ( 3,383 )
Gross deferred tax liabilities ( 106,628 ) ( 98,461 )
Total net deferred taxes $ 94,019 $ 92,121
The Company had foreign net operating loss carryforwards of $ 64.3 million as of December 31, 2022, all of which has an unlimited carryforward period. As of December 31, 2022 and 2021, the net operating losses result in deferred tax assets of $ 18.8 million and $ 22.8 million, respectively, and were subject to a valuation allowance of $ 18.8 million and $ 20.2 million, respectively.
As of December 31, 2022, the Company had accumulated undistributed earnings generated by the Company's foreign subsidiaries of $ 422.9 million. As a result of the Tax Cuts and Jobs Act, these earnings have been subject to U.S. tax, so any further taxes associated with such earnings would generally be limited to foreign withholding and state taxes. The Company has recorded a deferred tax liability for these, except in the jurisdictions where the Company intends to indefinitely reinvest the earnings.
UNRECOGNIZED TAX BENEFITS
The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries file income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. The Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Canada, China, France, Japan, South Korea, Switzerland, and the United States. The Company has effectively settled Canadian tax examinations of all years through 2012, United States tax examinations of all years through 2018, Japanese tax examinations of all years through 2019, France tax examinations of all years through 2016, Swiss tax examinations of all years through 2019, Italy tax examinations of all years through 2016, and China tax examinations of all years through 2018. The Korean National Tax Service concluded an audit of the Company's 2009 through 2013 corporate income tax returns in 2014, an audit of the Company's 2014 corporate income tax return in 2016, and an audit of 2016 through 2020 corporate income tax returns in 2022. Due to the nature of the findings in the 2009 through 2014 audits, the Company has invoked the Mutual Agreement Procedures outlined in the United States-Korean income tax treaty. The Company does not anticipate that adjustments relative to these findings, or any other ongoing tax audits, will result in material changes to its financial condition, results of operations or cash flows. As of December 31, 2022, the
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Company was under audit in Canada for tax year 2018. Other than the findings and audits previously noted, the Company is not currently under examination in any other major jurisdiction.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
Year Ended December 31,
(in thousands)
2022 2021 2020
Balance at beginning of year $ 13,855 $ 14,493 $ 12,478
Increases related to prior year tax positions 234 355 1,903
Decreases related to prior year tax positions ( 1,646 ) ( 1,447 ) ( 162 )
Increases related to current year tax positions 1,355 883 906
Expiration of statute of limitations ( 3,621 ) ( 429 ) ( 632 )
Balance at end of year $ 10,177 $ 13,855 $ 14,493
Due to the potential for resolution of income tax audits currently in progress, and the expiration of various statutes of limitation, it is reasonably possible that the unrecognized tax benefits balance may change within the twelve months following December 31, 2022 by a range of zero to $ 2.4 million. Open tax years, including those previously mentioned, contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, timing, or inclusion of revenue and expenses or the sustainability of income tax credits for a given examination cycle.
Unrecognized tax benefits of $ 9.2 million, $ 12.9 million and $ 13.6 million would affect the effective tax rate if recognized as of December 31, 2022, 2021 and 2020, respectively.
The Company recognizes interest expense and penalties related to income tax matters in Income tax expense . The Company recognized a net decrease of accrued interest and penalties of $ 0.8 million in 2022, and a net increase of accrued interest and penalties of $ 0.3 million in 2021 and a net increase of accrued interest and penalties of $ 0.8 million in 2020, all of which related to uncertain tax positions. The Company had $ 1.8 million and $ 2.6 million of accrued interest and penalties related to uncertain tax positions as of December 31, 2022 and 2021, respectively.
NOTE 11 — RETIREMENT SAVINGS PLANS
401(K) PROFIT-SHARING PLAN
The Company has a 401(k) profit-sharing plan, which covers substantially all United States employees. Participation begins the first day of the quarter following completion of 30 days of service. The Company, with approval of the Board of Directors, may elect to make discretionary matching or non-matching contributions. Costs recognized for Company contributions to the plan were $ 13.3 million, $ 10.7 million and $ 10.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
DEFERRED COMPENSATION PLAN
The Company sponsors a nonqualified retirement savings plan for certain senior management employees whose contributions to the tax qualified 401(k) plan would be limited by provisions of the Internal Revenue Code. This plan allows participants to defer receipt of a portion of their salary and incentive compensation and to receive matching contributions for a portion of the deferred amounts. Costs recognized for Company matching contributions to the plan were immaterial for the years ended December 31, 2022, 2021 and 2020. Participants earn a return on their deferred compensation based on investment earnings of participant-selected investments. Deferred compensation, including accumulated earnings on the participant-directe d investment selections, is distributable in cash at participant-specified dates or upon retirement, death, disability, or termination of employment.
The Company has purchased specific money market and mutual funds in the same amounts as the participant-directed investment selections underlying the deferred compensation liabilities. These investment securities and earnings thereon, held in an irrevocable trust, are intended to provide a source of funds to meet the deferred compensation obligations, subject to claims of creditors in the event of the Company's insolvency. Changes in the market value of the participants' investment selections are recorded as an adjustment to the investments and as
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unrealized gains and losses in SG&A expenses . A corresponding adjustment of an equal amount is made to the deferred compensation liabilities and compensation expense, which is included in SG&A expenses .
As of December 31, 2022 and 2021 , the long-term portion of the liability to participants under this plan was $ 20.5 million and $ 21.8 million, respectively, and was recorded in Other long-term liabilities . As of December 31, 2022 and 2021, the current portion of the participant liability was $ 0.7 million and $ 1.0 million, respectively, and was recorded in Accrued liabilities . As of December 31, 2022 and 2021, the fair value of the long-term portion of the investments related to this plan was $ 20.5 million and $ 21.8 million, respectively, and was recorded in Other non-current assets . As of December 31, 2022 and 2021, the current portion of the investments related to this plan was $ 0.7 million and $ 1.0 million, respectively, and was recorded in Short-term investments .
NOTE 12 — 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.
INDEMNITIES AND GUARANTEES
During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include (i) intellectual property indemnities to the Company's customers and licensees in connection with the use, sale or license of Company products, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, (iii) indemnities to customers, vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company, (iv) executive severance arrangements, and (v) indemnities involving the accuracy of representations and warranties in certain contracts. The duration of these indemnities, commitments and guarantees varies, and in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential for future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities, commitments and guarantees in the accompanying Consolidated Balance Sheets.
NOTE 13 — SHAREHOLDERS' EQUITY
Since the inception of the Company's stock repurchase plan in 2004 through December 31, 2022, the Company's Board of Directors has authorized the repurchase of $ 2.0 billion of the Company's common stock. 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 December 31, 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 year ended December 31, 2022, the Company repurchased an aggregate of $ 286.9 million of common stock under this program.
NOTE 14 — STOCK-BASED COMPENSATION
At its Annual Meeting held on June 3, 2020, the Company’s shareholders approved the Company’s 2020 Stock Incentive Plan (the “2020 Plan”), and the 2020 Plan became effective on that date following such approval. The 2020 Plan replaced the Company’s 1997 Stock Incentive Plan (the "Prior Plan”) and no new awards will be granted under the Prior Plan. The terms and conditions of the awards granted under the Prior Plan will remain in effect with respect to awards granted under the Prior Plan. The Company has reserved 3.0 million shares of common stock for issuance under the 2020 Plan, plus up to an aggregate of 1.5 million shares of the Company's common stock that were previously authorized and available for issuance under the Prior Plan. As of December 31, 2022, 3,094,028 shares were available for future grants under the 2020 Plan.
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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:
Year Ended December 31,
(in thousands) 2022 2021 2020
Cost of sales $ 312 $ 313 $ 303
SG&A expenses 20,709 18,813 17,475
Pre-tax stock-based compensation expense 21,021 19,126 17,778
Income tax benefits ( 4,867 ) ( 4,465 ) ( 4,015 )
Total stock-based compensation expense, net of tax $ 16,154 $ 14,661 $ 13,763
The Company realized a tax benefit for the deduction from stock-based award transactions of $ 3.6 million, $ 8.3 million and $ 4.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
STOCK OPTIONS
Options to purchase the Company's common stock are granted at exercise prices equal to or greater than the fair market value of the Company's common stock on the date of grant. Options generally vest and become exercisable ratably on an annual basis over a period of four years and expire ten years from the date of the grant.
The fair value of stock options is determined using the Black-Scholes model. Key inputs and assumptions used in the model include the exercise price of the award, the expected option term, the expected stock price volatility of the Company's stock over the option's expected term, the risk-free interest rate over the option's expected term, and the Company's expected annual dividend yield. The option's expected term is derived from historical option exercise behavior and the option's terms and conditions, which the Company believes provide a reasonable basis for estimating an expected term. The expected volatility is estimated based on observations of the Company's historical volatility over the most recent term commensurate with the expected term. The risk-free interest rate is based on the United States Treasury yield approximating the expected term. The dividend yield is based on the expected cash dividend payouts.
The weighted average assumptions for stock options granted and resulting fair value is as follows:
Year Ended December 31,
2022 2021 2020
Expected option term 4.36 years 4.35 years 4.39 years
Expected stock price volatility 25.38 % 24.88 % 21.19 %
Risk-free interest rate 1.72 % 0.54 % 1.14 %
Expected annual dividend yield 1.26 % 1.09 % 1.13 %
Weighted average grant date fair value per stock option granted $ 18.33 $ 17.95 $ 14.67
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The following table summarizes stock option activity under the Plan:
Number of
Options Weighted
Average
Exercise
Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (1)
(in thousands)
Options outstanding as of December 31, 2019
1,479,674 $ 66.74 7.11 $ 49,930
Granted 660,071 87.25
Forfeited or expired ( 78,163 ) 83.76
Exercised ( 142,419 ) 48.58
Options outstanding as of December 31, 2020
1,919,163 74.45 7.19 29,489
Granted 687,772 95.90
Forfeited or expired ( 213,444 ) 89.96
Exercised ( 459,957 ) 62.58
Options outstanding as of December 31, 2021
1,933,534 83.19 7.26 29,889
Granted 561,295 89.25
Forfeited or expired ( 223,813 ) 91.09
Exercised ( 116,109 ) 56.75
Options outstanding as of December 31, 2022
2,154,907 $ 85.37 7.02 $ 13,929
Options vested and expected to vest as of December 31, 2022
2,070,905 $ 85.12 6.95 $ 13,855
Options exercisable as of December 31, 2022
958,748 $ 77.38 5.42 $ 12,735
(1) The aggregate intrinsic value above represents pre-tax intrinsic value that would have been realized if all options had been exercised on the last business day of the period indicated, based on the Company's closing stock price on that day.
Stock option compensation expense was $ 7.8 million, $ 6.9 million and $ 7.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, unrecognized costs related to outstanding stock options totaled $ 12.9 million, before any related tax benefit. The unrecognized costs related to stock options are being amortized over the related vesting period using the straight-line attribution method. These unrecognized costs related to stock options are being amortized over a weighted average period of 2.18 years. The aggregate intrinsic value of stock options exercised was $ 3.4 million, $ 19.2 million and $ 4.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. The total cash received as a result of stock option exercises was $ 6.6 million, $ 28.8 million and $ 6.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.
RESTRICTED STOCK UNITS
Service-based restricted stock units are granted at no cost to key employees and generally vest over a period of four years. Performance-based restricted stock units are granted at no cost to certain members of the Company's senior executive team, excluding the Chief Executive Officer. Performance-based restricted stock units granted after 2009 generally vest over a performance period of between two and three years. Restricted stock units vest in accordance with the terms and conditions established by the Compensation Committee of the Board of Directors, and are based on continued service and, in some instances, on individual performance or Company performance or both.
The fair value of service-based and performance-based restricted stock units that are not eligible for dividends are valued at the closing price of the Company’s common stock on the date of grant, reduced by the present value of dividends not received during the vesting period. Other assumptions incorporated into the grant date fair value include the vesting period and the Company's expected annual dividend yield.
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The weighted average assumptions for restricted stock units granted and resulting fair value are as follows:
Year Ended December 31,
2022 2021 2020
Vesting period 3.71 years 3.77 years 3.79 years
Expected annual dividend yield 1.31 % 1.04 % 1.18 %
Weighted average grant date fair value per restricted stock unit granted $ 85.27 $ 96.07 $ 78.90
The following table summarizes the restricted stock unit activity under the Plan:
Number of
Restricted Stock Units
Weighted Average
Grant Date Fair Value Per Unit
Restricted stock units outstanding as of December 31, 2019
405,104 $ 76.45
Granted 216,318 78.90
Vested (1)
( 160,229 ) 68.72
Forfeited ( 35,918 ) 79.36
Restricted stock units outstanding as of December 31, 2020
425,275 80.37
Granted 176,804 96.07
Vested (1)
( 164,088 ) 75.61
Forfeited ( 68,399 ) 86.38
Restricted stock units outstanding as of December 31, 2021
369,592 88.88
Granted 247,860 85.27
Vested (1)
( 141,674 ) 87.64
Forfeited ( 64,925 ) 89.29
Restricted stock units outstanding as of December 31, 2022
410,853 $ 87.07
(1) The number of vested units includes shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the years ended December 31, 2022, 2021 and 2020, the Company withheld 47,130 , 56,792 and 54,543 shares, respectively, to satisfy $ 4.2 million, $ 5.8 million and $ 4.5 million of employees' tax obligations, respectively.
Restricted stock unit compensation expense was $ 13.2 million, $ 12.2 million and $ 10.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, unrecognized costs related to restricted stock units totaled $ 21.7 million, before any related tax benefit. The unrecognized costs related to restricted stock units are being amortized over the related vesting period using the straight-line attribution method. These unrecognized costs as of December 31, 2022 are expected to be recognized over a weighted average period of 2.24 years. The total grant date fair value of restricted stock units vested was $ 12.4 million, $ 12.4 million and $ 11.0 million during the years ended December 31, 2022, 2021 and 2020, respectively.
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NOTE 15 — 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:
Year Ended December 31,
(in thousands, except per share amounts)
2022 2021 2020
Weighted average common shares outstanding, used in computing basic earnings per share
62,754 65,942 66,376
Effect of dilutive stock options and restricted stock units 216 473 396
Weighted average common shares outstanding, used in computing diluted earnings per share
62,970 66,415 66,772
Earnings per share:
Basic $ 4.96 $ 5.37 $ 1.63
Diluted $ 4.95 $ 5.33 $ 1.62
Anti-dilutive common shares (1)
1,735 844 1,123
(1) Common stock related to stock options and service-based restricted stock units, and performance-based restricted stock 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.
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NOTE 16 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss) on the 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 table sets forth the changes in Accumulated other comprehensive income (loss) :
(in thousands) Available-for-sale securities Derivative transactions Foreign currency
translation
adjustments Total
Balance as of December 31, 2019 $ ( 4 ) $ 9,482 $ ( 13,903 ) $ ( 4,425 )
Other comprehensive income (loss) before reclassifications 4 ( 7,218 ) 24,078 16,864
Amounts reclassified from accumulated other comprehensive income (loss) (1)
— ( 11,633 ) — ( 11,633 )
Net other comprehensive income (loss) 4 ( 18,851 ) 24,078 5,231
Balance as of December 31, 2020
— ( 9,369 ) 10,175 806
Other comprehensive income (loss) before reclassifications — 16,113 ( 24,465 ) ( 8,352 )
Amounts reclassified from accumulated other comprehensive income (loss) (1)
— 3,170 — 3,170
Net other comprehensive income (loss) — 19,283 ( 24,465 ) ( 5,182 )
Balance as of December 31, 2021
— 9,914 ( 14,290 ) ( 4,376 )
Other comprehensive income (loss) before reclassifications ( 451 ) 20,724 ( 38,137 ) ( 17,864 )
Amounts reclassified from accumulated other comprehensive income (loss) (1)
451 ( 8,848 ) — ( 8,397 )
Net other comprehensive income (loss) — 11,876 ( 38,137 ) ( 26,261 )
Balance as of December 31, 2022
$ — $ 21,790 $ ( 52,427 ) $ ( 30,637 )
(1) Amounts reclassified are recorded in Net sales , Cost of sales , or Other non-operating income (expense), net on the Consolidated Statements of Operations. Refer to Note 18 for further information regarding reclassifications.
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NOTE 17 — 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 departmental functions, including consumer digital technology, certain supply chain functions, finance, human resources and legal, as well as executive compensation, unallocated benefit program expense, goodwill and intangible asset impairment charges, and other miscellaneous costs.
The following tables present financial information for the Company's reportable segments:
Year Ended December 31,
(in thousands)
2022 2021 2020
Net sales to unrelated entities:
U.S. $ 2,302,246 $ 2,060,300 $ 1,603,783
LAAP 473,866 465,499 424,489
EMEA 438,554 382,060 298,907
Canada 249,486 218,543 174,375
$ 3,464,152 $ 3,126,402 $ 2,501,554
Segment operating income
U.S. $ 519,812 $ 536,475 $ 250,485
LAAP 47,025 42,025 35,875
EMEA 80,192 65,496 31,235
Canada 52,957 52,731 37,620
Total segment operating income 699,986 696,727 355,215
Unallocated corporate expenses ( 306,882 ) ( 246,223 ) ( 218,166 )
Interest income, net 2,713 1,380 435
Other non-operating income (expense), net 1,593 ( 373 ) 2,039
Income before income tax $ 397,410 $ 451,511 $ 139,523
Depreciation and amortization expense:
U.S. $ 20,428 $ 21,098 $ 25,852
LAAP 4,984 5,733 5,756
EMEA 3,066 3,423 3,739
Canada 2,461 2,586 2,825
Unallocated corporate expense 23,813 23,082 25,244
$ 54,752 $ 55,922 $ 63,416
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December 31,
(in thousands)
2022 2021
Accounts receivable, net:
U.S. $ 280,199 $ 265,731
LAAP 87,391 85,696
EMEA 107,626 79,942
Canada 72,345 56,434
$ 547,561 $ 487,803
Inventories:
U.S. $ 747,762 $ 455,960
LAAP 105,158 77,620
EMEA 98,777 65,263
Canada 76,848 46,536
$ 1,028,545 $ 645,379
Property, plant and equipment, net:
U.S. $ 233,382 $ 232,610
Canada 25,350 24,898
All other countries 32,482 33,580
$ 291,214 $ 291,088
NOTE 18 — 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 euros as their functional currency also have non-functional currency denominated sales for which the Company hedges the Canadian dollar and British pound sterling. The Company seeks 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, renminbi, or won as their functional currency. Non-functional currency denominated monetary assets and liabilities consists of cash and cash equivalents, short-term investments, receivables, payables, deferred income taxes, and intercompany loans and dividends. 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 income (expense), net by the gains and losses generated from the remeasurement of the non-functional currency denominated monetary assets and liabilities.
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The following table presents the gross notional amount of outstanding derivative instruments:
December 31,
(in thousands) 2022 2021
Derivative instruments designated as cash flow hedges:
Currency forward contracts $ 514,365 $ 485,083
Derivative instruments not designated as hedges:
Currency forward contracts 448,838 267,982
As of December 31, 2022, $ 22.8 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 income (expense), net in the Consolidated Statements of Operations. When outstanding derivative contracts mature, actual amounts ultimately reclassified to Net sa les, Cost of sales, or Other non-operating income (expense), net in the Consolidated Statements of Operations are dependent on United States dollar exchange rates in effect against the euro, pound sterling, renminbi, Canadian dollar, won, and yen as well as the euro exchange rate in effect against the pound sterling.
As of December 31, 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 $ 7.5 million as of December 31, 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.
The following table presents the balance sheet classification and fair value of derivative instruments:
December 31,
(in thousands) Balance Sheet Classification 2022 2021
Derivative instruments designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts Prepaid expenses and other current assets $ 20,306 $ 7,927
Currency forward contracts Other non-current assets 7,153 10,142
Derivative instruments in liability positions:
Currency forward contracts Accrued liabilities 1,249 2,545
Currency forward contracts Other long-term liabilities 1,770 318
Derivative instruments not designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts Prepaid expenses and other current assets 3,027 1,470
Derivative instruments in liability positions:
Currency forward contracts Accrued liabilities 2,533 1,027
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The following table presents the statement of operations effect and classification of derivative instruments:
Statement Of
Operations
Classification Year Ended December 31,
(in thousands) 2022 2021 2020
Currency Forward Contracts:
Derivative instruments designated as cash flow hedges:
Gain (loss) recognized in other comprehensive income (loss), net of tax
— $ 20,724 $ 16,113 $ ( 7,218 )
Gain (loss) reclassified from accumulated other comprehensive income (loss) to income for the effective portion
Net sales ( 146 ) ( 448 ) 191
Gain (loss) reclassified from accumulated other comprehensive income (loss) to income for the effective portion
Cost of sales 12,100 ( 4,072 ) 14,495
Gain reclassified from accumulated other comprehensive income (loss) to income as a result of cash flow hedge discontinuance
Other non-operating income (expense), net
320 451 817
Derivative instruments not designated as cash flow hedges:
Loss recognized in income
Other non-operating income (expense), net
( 1,955 ) ( 608 ) ( 2,865 )
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NOTE 19 — 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 December 31, 2022 are as follows:
(in thousands) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 120,481 $ — $ — $ 120,481
Short-term investments:
Money market funds 80 — — 80
Mutual fund shares 642 — — 642
Prepaid expenses and other current assets:
Derivative financial instruments — 23,333 — 23,333
Other non-current assets:
Money market funds 1,456 — — 1,456
Mutual fund shares 19,026 — — 19,026
Derivative financial instruments — 7,153 — 7,153
Total assets measured at fair value $ 141,685 $ 30,486 $ — $ 172,171
Liabilities:
Accrued liabilities:
Derivative financial instruments $ — $ 3,782 $ — $ 3,782
Other long-term liabilities:
Derivative financial instruments — 1,770 — 1,770
Total liabilities measured at fair value $ — $ 5,552 $ — $ 5,552
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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
Short-term investments:
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
Prepaid and other current assets:
Derivative financial instruments — 9,397 — 9,397
Other 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.
NON-RECURRING FAIR VALUE MEASUREMENTS
The Company measured the fair value of certain retail store long-lived assets consisting of property, plant and equipment, certain trademark intangible assets and goodwill, and lease ROU assets as part of impairment testing for the year ended December 31, 2022. The inputs used to measure the fair value of these assets are primarily unobservable inputs and, as such, considered Level 3 fair value measurements. Refer to Notes 5, 6 and 9 herein for discussion of impairment charges.
COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-K | 69
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.