increasing our penetration into the department store and specialty footwear channels.channels: and
expanding the global awareness of our brands through license agreements.
The following table presents net sales to unrelated entities and approximate percentages of net sales by geographic region for each of the last three years (dollars in millions):
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||||||||||||||
| Net Sales | % of Sales | Net Sales | % of Sales | Net Sales | % of Sales | Net Sales | % of Sales | Net Sales | % of Sales | Net Sales | % of Sales | |||||||||||||||||||||||||
United States | $ | 676.9 | 58.6 | % | $ | 666.7 | 60.9 | % | $ | 596.8 | 62.7 | % | $ | 752.0 | 58.4 | % | $ | 676.9 | 58.6 | % | $ | 666.7 | 60.9 | % | ||||||||||||
Europe | 199.2 | 15.5 | 184.3 | 15.9 | 170.3 | 15.5 | ||||||||||||||||||||||||||||||
Canada | 114.8 | 9.9 | 116.9 | 10.7 | 106.7 | 11.2 | 120.2 | 9.3 | 114.8 | 9.9 | 116.9 | 10.7 | ||||||||||||||||||||||||
Europe | 184.3 | 15.9 | 170.3 | 15.5 | 135.2 | 14.2 | ||||||||||||||||||||||||||||||
Other international (1) | 179.8 | 15.6 | 141.4 | 12.9 | 113.1 | 11.9 | 216.3 | 16.8 | 179.8 | 15.6 | 141.4 | 12.9 | ||||||||||||||||||||||||
Total | $ | 1,155.8 | 100.0 | % | $ | 1,095.3 | 100.0 | % | $ | 951.8 | 100.0 | % | $ | 1,287.7 | 100.0 | % | $ | 1,155.8 | 100.0 | % | $ | 1,095.3 | 100.0 | % | ||||||||||||
| (1) | Includes direct sales in Japan, Korea and to third-party |
See Note 16 of Notes to Consolidated Financial Statements for net sales to unrelated entities, income before income tax, total assets, interest (income)income (expense), net, income tax expense net,(benefit), and depreciation and amortization expense by geographic segment.
North America
Approximately 41.0%43.5% of the retailers that offer our products worldwide are located in the United States and Canada. Sales in these two countries accounted for 68.5%67.7% of our net sales for 2005. We work with2006.
Columbia, Sorel, Montrail, and Pacific Trail products are sold through a combination of in-house sales agents and 28 independent sales agencies that in turn work with retail accounts varying in size from single specialty store operations to large chains made up of many stores in several locations.
Mountain Hardwear products are sold through 10 independent sales agencies that work with a variety of retail accounts that are primarily focused on smaller specialty outdoor and ski shops across the United States. Mountain Hardwear products are also sold through select specialty chain stores and catalog companies that feature high end outdoor equipment and apparel. In Canada, Mountain Hardwear products are sold through an independent distributor.
Our flagship store in Portland, Oregon is designed to create a distinctive “Columbia” environment, reinforcing the active and outdoor image of the Columbia brand. In addition, we use this store provides us with the ability to test new marketing and merchandising techniques. We also operate eight outlet stores in various locations throughout North America. These outlet stores are designed to sell excess and distressed inventory without adversely affecting our retail accounts.
We inspect, sort, pack and ship substantially allthe majority of our products sold to United States retailers from our Rivergate Distribution Center, which consists of approximately 850,000 square feet located in Portland, Oregon, and from our 4 Star Distribution Center, which consists of approximately 520,000 square feet located in Robards, Kentucky. The 4 Star Distribution Center began operating in January 2005. The addition of this facility improved proximity to major footwear customers and, we believe, facilitates reorders. Although this facility was constructed with a specific focus on footwear, it supports other product lines as well.
Mountain Hardwear products sold to United States retailers are inspected, sorted, packed and shipped from the Richmond, California Distribution Center, which consists of approximately 58,000 square feet. We will cease operating the Richmond, California Distribution Center in early 2006. The remainder of Mountain Hardwear product will be moved and distributed from the 4 Star Distribution Center.
We handle Canadian distribution from a leased warehouse in Strathroy, Ontario.
In some instances, we arrange to have products shipped directly from our independent manufacturers to customer-designated facilities.facilities in the United States and Canada.
Europe
Our European headquarters is located in Geneva, Switzerland and we have European sales offices in France, Germany, Italy, the United Kingdom, Switzerland, and the Netherlands. We sell our products directly to approximately 5,2005,700 retailers in Western European countries. Our marketing and sales efforts, particularly in our direct European markets, resulted in net direct sales of our products in Europe of $184.3$199.2 million in 2005.2006.
We distribute our apparel and footwear products in direct markets in Europe through our distribution center in Cambrai, France, which we own and operate. The facility in Cambrai consists of approximately 269,000 square feet and began operatingfeet. We completed the expansion of this facility in January 2003.2007.
We also operate two outlet stores in Europe: one in France and one in Spain.
Other International
We have distributed our products through independent distributors in Japan since the mid-1970s. In the fall of 1998, we began distributing our products directly in Japan, predominantly through retailers, some of which we manage and operate. We now sell our products primarilyin Japan through a combination of wholesalers and retailers, and wholesalers.including our own direct retail operations. We distribute our products in Japan through a warehouse that is owned and operated by an independent logistics company located near Tokyo. In 1997 we began sellingWe sell our products directly in South Korea principally through retailers.a combination of wholesalers, franchisees, and retailers, including our own direct retail operations. Korean distribution is conducted from a leased warehouse innear Seoul.
In several other countries throughout the world, we sell our products to independent distributors. These distributors service retail customers in locations such as Australia, New Zealand, South America, portions of Europe, Russia and China, among others. For 2005,2006, shipments to Russia represented the largest segment of theour international distributor business.
Intellectual Property
We own many trademarks, including Columbia®, Columbia Sportswear Company®, Convert®, Sorel®, Bugaboo®, Bugabootoo®, Omni-Tech®, GRT®, Omni-Grip®, Columbia Interchange System®, Titanium®, Tough Mother®, Mountain Hardwear®, Montrail®, Pacific Trail®, the Columbia diamond shaped logo and arrow-circle design, the Mountain Hardwear nut logo and the Sorel polar bear logo. Our trademarks, many of which are registered or subject to pending applications in the United States and other nations, are used on a variety of goods, including apparel, footwear, equipment and licensed products. We believe that our trademarks are valuable and provide consumers with an assurance that the product being purchased is of high quality and provides good value. We also place significant value on product designs (the overall appearance and image of our products) which,that, along with trademarks, distinguish our products in the marketplace. We protect these proprietary rights and frequently take action to prevent counterfeit reproductions or other infringing activity. In the past we have successfully resolved conflicts over proprietary rights through legal action and negotiated settlements. As our market share expands in geographic scope and product categories, we anticipate intellectual property disputes will increase as well, making it more expensive and challenging to establish and protect our proprietary rights and to defend against claims of infringement by others.
Backlog
We typically receive the bulk of our orders for each of the fall and spring seasons by March 31 and September 30, respectively. A variety of factors correspond to these dates, including the timing of our order deadlines, the timing of our receipt of orders, and the timing of our shipments. As a result, our backlog at March 31 and September 30 is a more meaningful indicator of future sales than our backlog at December 31. Accordingly, we will disclose our backlog at March 31 and at September 30 in our Quarterly Reports on Form 10-Q for those respective periods, rather than at December 31. Generally, orders are subject to cancellation prior to the date of shipment.
Seasonality of Business
Our business is affected by the general seasonal trends common to the outdoor apparel industry, with sales and profits highest in the third calendar quarter. Our products are marketed on a seasonal basis, with a product sales mix weighted substantially toward the fall season. The resultsResults of our operations in any period should not be considered indicative of the results to be expected for any future period. Our product salesSales of our products are subject to substantial cyclical fluctuationsfluctuation and are affected by unseasonalto the impact of unseasonable weather conditions. Sales tend to decline in periods of recession or uncertainty regarding future economic prospects that affect consumer spending, particularly on discretionary items.uncertainty. This cyclicalityseasonality and any related fluctuation in consumer demand couldmay have a material adverse effect on our business.results of operations, cash flows and financial position.
Competition
The active outerwear, sportswear and footwear segments of the apparel industry are highly competitive and we believe that this competition will increase. In addition, our licensees operate in very competitive markets (such as those for watches, leather outerwear, and socks). We encounter substantial competition in the active outerwear and sportswear business from, among others, The North Face, Inc. (VF Corporation), Marmot Mountain Ltd., Spyder Active Sports, Inc., Woolrich Woolen Mills, Inc., The Timberland Company, Carhartt, Inc., Patagonia Corporation, Helly Hansen A/S, Merrell (Wolverine Worldwide Inc.), Skis Rossignol S.A. (Quiksilver, Inc.), and Burton.Burton Snowboards. In addition, we compete with major sportsports apparel companies, such as NIKE, Inc., adidas-Salomonadidas AG, and Under Armour, Inc., and Reebok International Ltd., and with fashion-oriented competitors, such as Polo Ralph Lauren Corporation and Izod.IZOD (Phillips-Van Heusen Corporation). Our footwear line competes with, among others, The North Face, Timberland, NIKE ACG, adidas-Salomon,adidas AG, Merrell, Wolverine WorldwideSalomon, Teva (Deckers Outdoor Corporation), KEEN, Inc., TevaCrocs Inc., and Kamik.Kamik (Genfoot, Inc.). Many of these companies have global operations and compete with us in Europe and Asia. In Europe we also face competition from brands such as Berghaus Limited of the United Kingdom, Jack Wolfskin Ausrustung Fur Draussen GmbH & Co Kgaa of
Germany, La FumaLafuma S.A. of France, and Helly Hansen inof Scandinavia as well as many other regional brands. In Asia our competition is from brands such as The North Face, Mont-BellHokurikv MontBell and Patagonia among others. In many cases, our most significant competition comes from our own retail customers that manufacture and market clothing and footwear under their own private labels. Some of our competitors are substantially larger and have greater financial, distribution, marketing and other resources than we do. We believe that the primary competitive factors in the market for activewearactive outerwear, sportswear, and footwear are price, brand name, functionality, durability and style and that our product offerings are well positionedwell-positioned within the market.
Mountain Hardwear equipment (tents and sleeping bags) competes directly with such companies as The North Face, Sierra Designs (American Recreational Products), Kelty (American Recreational Products), Marmot, Arctery’xArc’ Teryx Equipment, Inc. (Salomon USA) and other smaller specialized brands worldwide. Columbia and Mountain Hardwear bags and packs compete directly with Jansport,JanSport, Inc., The North Face, East Pack,Eastpak, High Sierra Sport Company, and other bag and pack brands worldwide.
Credit and Collection
We extend credit to our customers based on an assessment of a customer’s financial condition, generally without requiring collateral. To assist in the scheduling of production and the shipping of seasonal products, we offer customers discounts for placing pre-season orders and extended payment terms for taking delivery before the peak shipping season. These extended payment terms increase our exposure to the risk of uncollectible receivables. In some markets and with some customers we use credit insurance to minimize our risk of credit loss. Some of our significant customers have experiencedhad financial difficulties in the past, and future financial difficulties of our customers couldmay have a material adverse effect on our business.
Government Regulation
Many of our imports are subject to existing or potential governmental tariff and non-tariff barriers to trade, such as import duties tariffs orand quotas that may limit the quantity of various types of goods that may be imported into the United States and other countries. In addition, these dutiestrade barriers often represent a material portion of the cost of the merchandise. Although we diligently monitor these trade restrictions, the United States or other countries couldmay impose new or adjusted quotas, duties, tariffs or other restrictions, any of which couldmay have a material adverse effect on our business.
Employees
At December 31, 20052006 we had 2,7122,810 full-time employees. Of these employees, 1,2741,291 were based in the United States, 1,0601,079 in Asia, 259324 in Europe and 119116 in Canada.
Available Information
We file with the Securities and Exchange Commission (“SEC”) our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, proxy statements and registration statements. You may read and copy any material we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE., Washington, D.C. 20549. You may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically. We make available free of charge on or through our website at www.columbia.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we file these materials with the Securities and Exchange Commission.SEC.
In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating our business. Our business, financial condition, or results of operations couldmay be materially adversely affected by any of these risks. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.
We May be Adversely Affected by Weather Conditions
Our business is adversely affected by unseasonable weather conditions. Sales of our outerwear and cold weather footwear are dependent in part on the weather and may decline in years in which weather conditions do not favor the use of these products. For example, in certain prior fall 2004,seasons, unseasonably warm weather in the United States caused customers to delay, and in some cases reduce or cancel, orders for our outerwear, which had an adverse effect on our net sales and profitability. Periods of unseasonably warm weather in the fall or winter or unseasonably cold or wet weather in the spring couldmay have a material adverse effect on our results of operations and financial condition. Inventory accumulation by retailers resulting from unseasonable weather in one season may negatively affect orders in future seasons, which may have a material adverse effect on our results of operations and financial condition in future periods.
We May be Adversely Affected by an Economic Downturn or Economic Uncertainty
Sales of our products are subject to substantial cyclical fluctuation. Consumer demand for our products may not reach our growth targets, or may decline, when there is an economic downturn or economic uncertainty in our key markets, particularly markets in North America and Europe. Weakness in the Japanese economy, forFor example, has limited growth opportunities in recent years, and a slower economy in the United States in 2002 and 2003 created additional uncertainties for our customers and our business. In addition, continued volatility in the global oil markets has resulted in rising fuel prices, which many shipping companies are passingmay pass on to their customers. Our shipping costs have continued to increase over the past several years, and we expect these increases to continue.us. Because we price our products to our customers in advance and external cost increases may be difficult to anticipate, we may not be able to pass these increased costs on to our customers. Rising oil prices and interest rates may also adversely affect consumer demand. Our sensitivity to economic cycles and any related fluctuation in consumer demand and rising shipping and other costs couldmay have a material adverse effect on our results of operations and financial condition.
Our International Operations Involve Many Risks
We are subject to the risks generally associated with doing business abroad. These risks include foreign laws and regulations, foreign consumer preferences, political unrest, disruptions or delays in shipments and changes in economic conditions in countries in which we manufacture or sell products. In addition, disease outbreaks, terrorist acts and U.S. military operations have increased the risks of doing business abroad. These factors, among others, couldmay affect our ability to sell products in international markets, our ability to manufacture products or procure materials, and our cost of doing business. If any of these or other factors make the conduct of business in a particular country undesirable or impractical, our business couldmay be materially and adversely affected. In addition, many of our imported products are subject to duties, tariffs or quotas that affect the cost and
quantity of various types of goods imported into the United States or into our other sales markets. For example, the European Commission recently proposedimposed additional duties on certain leather footwear imported into Europe from Vietnam and China. These duties which may be significant, could significantly affect the sale of our footwear in Europe. Any country in which our products are produced or sold may eliminate, adjust or impose new quotas, duties, tariffs, antidumping penalties or other charges or restrictions, any of which couldmay have a material adverse effect on our results of operations and financial condition.
We May be Adversely Affected by the Financial Health of Retailers
We extend credit to our customers based on an assessment of a customer’s financial circumstances,condition, generally without requiring collateral. To assist in the scheduling of production and the shipping of seasonal products, we
offer customers discounts for placing pre-season orders and extended payment terms for taking delivery before the peak shipping season. These extended payment terms increase our exposure to the risk of uncollectible receivables. In addition, we face increased risk of order reduction or cancellation when dealing with financially ailing retailers or retailers struggling with economic uncertainty. Some of our significant customers have experiencedhad financial difficulties in the past, which in turn have had an adverse effect on our business, and we believe that retailers are being more cautious than usual with orders as a result of weakness in the retail economy.business. A slowing economy in our key markets couldmay also have an adverse effect on the financial health of our customers, which couldmay in turn have a material adverse effect on our results of operations and financial condition.
We Operate in Very Competitive Markets
The markets for outerwear, sportswear, rugged footwear, tentsrelated accessories and sleeping bagsequipment are highly competitive, as are the markets for our licensed products. In each of our geographic markets, we face significant competition from global and regional branded apparel, footwear, accessories and footwearequipment companies. In many instances, retailersRetailers who are our customers often pose our most significant competitive threat by marketing apparel, footwear and equipment under their own labels. For example, in 2006 our Europe business was negatively affected by a key customer’s decision to expand its private label program, which resulted in reduced outerwear and footwear orders from that key customer. We also compete with other companies for the production capacity of independent manufacturers that produce our products and for import quota capacity. Many of our competitors are significantly larger andthan us, have substantially greater financial, distribution, marketing and other resources than we have, and have achieved greater recognition for their products than we have. Increased competition couldmay result in reductions in display areas in retail locations, reductions in sales, or reductions in our profit margins, any of which couldmay have a material adverse effect on our results of operations and financial condition.
We May be Adversely Affected by Retailer Consolidation
When retailers combine their operations through mergers, acquisitions, or other transactions, their consolidated order volume may decrease while their bargaining power and the competitive threat they pose by marketing products under their own label may increase. Some of our significant customers have consolidated their operations in the past, which in turn has had a negative impacteffect on our business. We expect retailer consolidation to continue, which couldmay have a material adverse effect on our results of operations and financial condition.
We Face Risks Associated with Consumer Preferences and Fashion Trends
Changes in consumer preferences or consumer interest in outdoor activities couldmay have a material adverse effect on our business. In addition, although we believe that our products have not been significantly affected by past fashion trends, changes in fashion trends couldmay have a greater impact as we expand our offerings to include more product categories in more geographic areas. We also face risks because our business requires us to anticipate consumer preferences. Our decisions about product designs often are made far in advance of consumer acceptance. Although we try to manage our inventory risk through early order commitments by retailers, we must generally place production orders with manufacturers before we have received all of a season’s orders, and orders may be cancelled by retailers before shipment. If we fail to anticipate accurately and respond to consumer
preferences, we could experiencemay have lower sales, excess inventories and lower profit margins, any of which couldmay have a material adverse effect on our results of operations and financial condition.
Our Success Depends on Our Use of Proprietary Rights
Our registered and common law trademarks have significant value and are important to our ability to create and sustain demand for our products. We also place significant value on our trade dress, the overall appearance and image of our products. From time to time, we discover products that are counterfeit reproductions of our products or design “knock offs,” or that otherwise infringe on our proprietary rights. Counterfeiting activities typically increase as brand recognition increases, especially in markets outside the United States. If we are
unsuccessful in challenging a party’s products on the basis of trademark or design infringement, continued sales of these products couldmay adversely affect our sales and our brand and result in thea shift of consumer preference away from our products. The actions we take to establish and protect trademarks and other proprietary rights may not be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as violations of proprietary rights. Additionally, in markets outside of the United States, it may be more difficult for us to establish our proprietary rights and to successfully challenge use of those rights by other parties. Actions or decisions in the management of our intellectual property portfolio may affect the strength of the brand, which may in turn have a material adverse effect on our results of operations and financial condition.
Although we have not been materially inhibited from selling products in connection with trademark and trade dress disputes, as we extend our brand into new product categories and new product lines and expand the geographic scope of our marketing, we couldmay become subject to litigation based on allegations of the infringement of intellectual property rights of third parties.parties including third party copyright and patent rights. Future litigation also may be necessary to defend us against such claims or to enforce and protect our intellectual property rights. Any intellectual property litigation couldmay be costly and couldmay divert management’s attention from the operation of our business. Adverse determinations in any litigation couldmay result in the loss of our proprietary rights, subject us to significant liabilities or require us to seek licenses from third parties, which may not be available on commercially reasonable terms, if at all. This couldmay have a material adverse effect on our results of operations and financial condition.
Our Success Depends on Our Distribution Facilities
Our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies depends on the proper operation of our existing distribution facilities, the development or expansion of additional distribution capabilities and the timely performance of services by third parties (including those involved in shipping product to and from our distribution facilities). In the United States, we rely primarily on our distribution centers in Portland, Oregon and Robards, Kentucky; in Canada, we rely primarily on our distribution center in Strathroy, Ontario; and in Europe we rely primarily on our distribution center in Cambrai, France.
The implementation and performance of our Kentucky distribution facility is subject to many risks generally associated with transition and startup activities, including the risk that the new distribution facility may not successfully handle distribution activities and the risk that the transition may be disruptive to our business. Our distribution facilities in the United States and France are highly automated, which means that their operations are complicated and may be subject to a number of risks related to computer viruses, the proper operation of software and hardware, electronic or power interruptions, orand other system failures. In 2007, we are continuing to upgrade our Portland distribution center. Risks associated with upgrading or expanding these facilities may significantly disrupt or increase the cost of our operations.
Our distribution facilities couldmay also be interrupted by disasters, such as earthquakes (which are known to occur in the Northwestern United States) or fires. We maintain business interruption insurance, but it may not adequately protect us from the adverse effect that couldmay be caused by significant disruptions in our distribution facilities.
Our Success Depends on Our Information Systems
Our business is increasingly reliant on information technology. Information systems are used in all stages of our production cycle, from design to distribution, and are used as a method of communication between employees, with our subsidiaries and liaison offices overseas, as well as with our customers. We also rely on our information systems to allocate resources and forecast operating results. System failures or service interruptions may occur as the result of a number of factors, including computer viruses, hacking or other unlawful activities by third parties, disasters, or our failure to properly protect, repair, maintain, or maintainupgrade our systems. Any interruption of critical business information systems may have a material adverse affect on our results of operations and financial condition.
Our Success Depends on Our Growth Strategies
We face many challenges in implementing our growth strategies. For example, our expansion into international markets involves countries where we have little sales or distribution experience and where our brand isbrands are not yet widely known. Expanding our product categories involves, among other things, gaining experience with new brands and products, gaining consumer acceptance, and establishing and protecting intellectual property rights. Increasing sales to department stores and improving the sales productivity of our customers will each depend on various factors, including strength of our brand name,names, competitive conditions, our ability to manage increased sales and future expansion, the availability of desirable locations and the negotiation of terms with retailers. Future terms with customers may be less favorable to us than those under which we now operate. Large retailers in particular increasingly seek to transfer various costs of business to their vendors, such as the cost of lost profits from product price markdowns.
To implement our business strategy, we must manage growth effectively. We need tomust continue to changemodify various aspects of our business, to maintain and enhance our information systems and operations to respond to increased demand and to attract, retain and manage qualified personnel. Growth couldmay place an increasing strain on management, financial, product design, marketing, distribution and other resources, and we could experiencemay have operating difficulties.difficulties as a result. For example, in recent years, we have undertaken a number of new initiatives that require significant management attention and corporate resources, including the development or expansion of distribution facilities on two continents, the acquisition, rejuvenation and expansion of the Sorel® brand, and Pacific Trail brands, and the acquisition, integration and expansion of Mountain Hardwear, Inc. and the Montrail brand. This growth involves many risks and uncertainties that, if not managed effectively, couldmay have a material adverse effect on our results of operations and financial condition.
We May be Adversely Affected by Currency Exchange Rate Fluctuations
WeAlthough we generally purchase products in U.S. dollars. However,dollars, the cost of these products, sourcedwhich are generally produced overseas, may be affected by changes in the value of the relevant currencies. Price increases caused by currency exchange rate fluctuations couldmay make our products less competitive or have an adverse effect on our margins. Our international revenues and expenses generally are derived from sales and operations in foreign currencies, and these revenues and expenses couldmay be materially affected by currency fluctuations, including amounts recorded in foreign currencies and translated into U.S. dollars for consolidated financial reporting. Currency exchange rate fluctuations couldmay also disrupt the business of the independent manufacturers that produce our products by making their purchases of raw materials more expensive and more difficult to finance. ForeignAs a result, foreign currency fluctuations couldmay have a material adverse effect on our results of operations and financial condition.
We May be Adversely Affected by Labor Disruptions
Our business depends on our ability to source and distribute products in a timely manner. Labor disputes at factories, shipping ports, transportation carriers, or distribution centers create significant risks for our business, particularly if these disputes result in work slowdowns, lockouts, strikes, or other disruptions during our peak manufacturing and importing seasons, and couldmay have a material adverse effect on our business, potentially resulting in cancelled orders by customers, unanticipated inventory accumulation, and reduced revenues and earnings.
We Depend on Independent Manufacturers
Our products are produced by independent manufacturers worldwide. We do not operate or own any production facilities. Although we enter into a number of purchase order commitments each season, we generally do not havemaintain long-term contracts with some manufacturers. We therefore face risks thatmanufacturing contracts. Because of these factors, manufacturing operations willmay fail to perform as expected or that our competitors will gainmay obtain production or quota capacities that we need for our business.effectively limit or eliminate the availability of these resources to us. If a manufacturer fails to ship orders in a timely manner or to
meet our standards or if we couldare unable to obtain necessary production or quota capacities, we may miss delivery deadlines, or incur additional costs, which couldmay result in cancellation of orders, refusal to accept deliveries, or a reduction in purchase prices, or increased costs, any of which couldmay have a material adverse effect on our business.
Reliance on independent manufacturers also creates quality control risks. A failure in our quality control program couldmay result in diminished product quality, which may result in increased order cancellations and returns and decreased consumer demand for our products, which may have a material adverse affect on our results of operations and financial condition.
In an effort to ensure that our independent manufacturers operate with safe, ethical and humane working conditions, we regularly monitor factories and we enforce our requirements that each manufacturer agree to comply with ourStandards of Manufacturing Practicesand applicable laws and regulations, but we do not control these vendors or their labor practices. If Finally, if a manufacturer violates labor or other laws, or engages in practices that are not generally accepted as ethical in our key markets, it couldwe may be subject to significant negative publicity, consumer demand for our products may decrease, and under some circumstances we may be subject to liability for the manufacturer’s practices, any of which may have a material adverse effect on our results of operations and financial condition.
We Depend on Key Suppliers
Some of the materials that we use may be available in the short-term, from only one source or a very limited number of sources. For example, some specialty fabrics are manufactured to our specification by one source or a few sources.sources and zippers are supplied by one manufacturer. From time to time, we have experienced difficulty satisfying our raw material and finished goods requirements. Although we believe that we couldcan identify and qualify additional factoriesmanufacturers to produce these materials as necessary, there are no guarantees that additional manufactures will be available. In addition, depending on the unavailability of some existing manufacturers for supply of these materials couldtiming, any changes may result in increased costs or production delays, which may have a material adverse effect on our results of operations and financial condition.
Our Advance Purchases of Products May Result in Excess Inventories
To minimize our purchasing costs, the time necessary to fill customer orders and the risk of non-delivery, we place orders for our products with manufacturers prior to receiving all of our customers’ orders and we maintain an inventory of various products that we anticipate will be in greater demand. We may not be able to sell the products we have ordered from manufacturers or that we have in our inventory. Customers are allowed to cancel an order prior to shipment with sufficient notice. Inventory levels in excess of customer demand may result in inventory write-downs and the sale of excess inventory at discounted prices, which couldmay have a material adverse effect on our results of operations and financial condition.
We Depend on Key Personnel
Our future success will depend in part on the continued service of key personnel, particularly Timothy Boyle, our President and Chief Executive Officer, and Gertrude Boyle, our Chairman and widely recognizedwidely-recognized advertising spokesperson. Our future success will also depend on our ability to attract and retain key managers, designers, sales people and others. We face intense competition for these individuals worldwide, and there is a significant concentration of well-funded apparel and footwear competitors in and around Portland, Oregon (including NIKE, Inc. and adidas-Salomonadidas AG). We may not be able to attract qualified new employees or retain theseexisting employees, which couldmay have a material adverse effect on our results of operations and financial condition.
Our Business Is Affected by Seasonality
Our results of operations have fluctuated and are likely to continue to fluctuate significantly from period to period. Our products are marketed on a seasonal basis, with a product sales mix now weighted substantially toward the fall
season. Ourbasis; our results of operations for the quarter ended September 30 in the past have been much stronger than the results for the other quarters. This seasonality, along with other factors that are beyond our control, including general economic conditions, changesand that are discussed elsewhere in consumer preferences, weather conditions, availability of import quotas and currency exchange rate fluctuations, couldthis section, may adversely affect our business and cause our results of operations to fluctuate. Our operating margins are also sensitive to a number of factors that are beyond our control, including shifts in product sales mix, geographic sales trends, and currency exchange rate fluctuations, all of which we expect to continue as we expand our product offerings and geographic penetration. Results of operations in any period should not be considered indicative of the results to be expected for any future period.
We Face Risks of Product Liability and Warranty Claims
Our products are used in outdoor activities, sometimes in severe conditions. Although we have not experiencedincurred any significant expense as the result of product recalls or product liability claims, recalls or these types of claims could occur in the future andmay have a material adverse effect on our business.results of operations and financial condition. Some of our products carry limited warranties for defects in quality and workmanship. We maintain a warranty reserve for future warranty claims, but the actual costs of servicing future warranty claims couldmay exceed the reserve, andwhich may also have a material adverse effect on our results of operations and financial condition.
Our Common Stock Price May Be Volatile
The price of our common stock has fluctuated substantially since our initial public offering. Our common stock is traded on the NASDAQ NationalGlobal Select Market, which has experienced and is likely to continue to experiencehave significant price and volume fluctuations that couldmay adversely affect the market price of our common stock without regard to our operating performance. We also believe factorsFactors such as fluctuations in financial results, variances from financial market expectations, changes in earnings estimates by analysts, or announcements by us or our competitors may also cause the market price of theour common stock to fluctuate, perhaps substantially.
Insiders Control a Majority of Our Common Stock and CouldMay Sell Shares
Three shareholders— Timothy Boyle, Gertrude Boyle and Sarah Bany— beneficially own a majority of our common stock. As a result, if acting together, they can effectively control matters requiring shareholder approval without the cooperation of other shareholders. Shares held by these three insiders are available for resale, subject to the requirements of, and the rules under, the Securities Act of 1933.1933 and the Securities Exchange Act of 1934. The sale or the prospect of the sale of a substantial number of these shares couldmay have an adverse effect on the market price of our common stock.
Item 1(B). UNRESOLVED STAFF COMMENTS
| Item 1B. | UNRESOLVED STAFF COMMENTS |
None.
| Item 2. | PROPERTIES |
Following is a summary of principal properties owned or leased by us.
Corporate Headquarters: Portland, Oregon (1 location) – owned
Strathroy, Ontario (1 location) – leased | U.S. Distribution Facilities: Portland, Oregon (1 location) – owned Robards, Kentucky |
Europe Distribution Facility: Cambrai, France (1 location) – owned |
| (1) | Lease expires |
| Item 3. | LEGAL PROCEEDINGS |
From time to time in our normal course of business we are a party to various legal claims, actions and complaints. Currently, we do not have any pending litigation that we consider material.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
| Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None.
Item 4(A). EXECUTIVE OFFICERS AND KEY EMPLOYEES OF THE REGISTRANT
| Item 4A. | EXECUTIVE OFFICERS AND KEY EMPLOYEES OF THE REGISTRANT |
The following table sets forth our executive officers and certain key employees.
Name | Age | Position | ||
Gertrude Boyle | Chairman of the Board (1) | |||
Timothy P. Boyle | President, Chief Executive Officer, Director (1) | |||
Patrick D. Anderson | Vice President and Chief Operating Officer, Assistant Secretary (1) | |||
Kerry W. Barnes | 55 | Vice President of Retail | ||
Peter J. Bragdon | Vice President and General Counsel, Secretary (1) | |||
| Vice President of | |||
|
| |||
| Youth Apparel | ||||
Thomas B. Cusick | Vice President and Corporate Controller | |||
|
| |||
Daniel G. Hanson | Vice President of Marketing | |||
| Vice President of Men’s Apparel | |||
| 44 | Vice President of Sales | ||
Susan G. Popp | Vice President of Human Resources | |||
| (1) | ||||
Grant D. Prentice | Vice President | |||
Mark J. Sandquist | Vice President of Apparel and Equipment | |||
| (1) | ||||
Bryan L. Timm | Vice President and Chief Financial Officer, Treasurer (1) | |||
William Tung | Vice President of International Sales and Operations (1) | |||
Patrick J. Werner | 51 | Vice President of Global Apparel Manufacturing | ||
| (1) | These individuals are considered Executive Officers of Columbia. |
Gertrude Boyle has served as Chairman of the Board of Directors since 1983. Columbia was founded by her parents in 1938 and managed by her husband, Neal Boyle, from 1964 until his death in 1970. Mrs. Boyle also served as our President from 1970 to 1988. Mrs. Boyle is Timothy P. Boyle’s mother.
Timothy P. Boyle joined Columbia in 1971 as General Manager and has served as President and Chief Executive Officer since 1988. He has been a member of the Board of Directors since 1978. Mr. Boyle is also a member of the Board of Directors of Northwest Natural Gas Company and Widmer Brothers Brewing Company. Mr. Boyle is Gertrude Boyle’s son.
Patrick D. Anderson joined Columbia in June 1992 as Manager of Financial Reporting, became Corporate Controller in August 1993, and was appointed Chief Financial Officer in December 1996. In May 2001, Mr. Anderson was appointed Vice President of Finance and Administration as well as Assistant Secretary and served in this position until July 2002 when Mr. Anderson was named Vice President and Chief Operating Officer. From 1985 to 1992, Mr. Anderson was an accountant with Deloitte & Touche LLP.
Kerry W. Barnesjoined the company in January 2007 as Vice President of Retail. From 2000 to 2006, Mr. Barnes served as the U.S. Director of Retail Stores for adidas AG. From 1981 to 2000, Mr. Barnes held various retail positions at Foot Locker, Inc. including Director of Outlet Sales and Regional Retail Vice President.
Peter J. Bragdon became Vice President and General Counsel, Secretary of Columbia in July 2004. Previously, from 1999 to January 2003, Mr. Bragdon served as Senior Counsel and Director of Intellectual Property for Columbia. Mr. Bragdon served as Chief of Staff in the Oregon Governor’s office from January 2003 through June 2004. From 1993 to 1999, Mr. Bragdon was an attorney in the corporate securities and finance group at Stoel Rives LLP. Mr. Bragdon served as Special Assistant Attorney General for the Oregon Department of Justice for seven months in 1996.
David C. CarlsonSherrie M. Curtin joined Columbia in May 19951997 as Distribution CenterKey Account Sales Manager and was named Director of Global Distribution in November 1996. In December 2004, Mr. Carlson was named Vice President of Global Distribution. Prior to joining Columbia, Mr. Carlson held various senior level positions for Aspen Skiwear and O.P. Childrenswear. Mr. Carlson is resigning from Columbia in March 2006.
Rick D. Carpenter joined Columbia in October 1988 as Inventory Planner and held various management positions in planningboth the apparel sales and customer operationsmerchandising divisions until May 1998November 2006 when heshe was promoted to Director of Operations. In May 2001, Mr. Carpenter was named
Vice President of ManufacturingWomen’s and Operations.Youth Apparel. Prior to joining Columbia, Mr. CarpenterMs. Curtin held warehousea merchandise management position at adidas from 1996 to 1997. From 1976 to 1996, Mrs. Curtin held various management positions in footwear and apparel for Modern Merchandising. Mr. Carpenter resigned from Columbia in January 2006.G. I. Joe’s, Inc.
Thomas B. Cusickjoined Columbia in September 2002 as Corporate Controller and was named Vice President and Corporate Controller in March 2006. From 1995 to 2002, Mr. Cusick worked for Cadence Design Systems (and OrCAD, a company acquired by Cadence in 1999), which operates in the electronic design automation industry, in various financial management positions. From 1990 to 1995, Mr. Cusick was an accountant with KPMG LLP.
Bradley L. Gebhardjoined Columbia in October 2005 as Vice President of Footwear. From April 2004 to March 2005, Mr. Gebhard worked for adidas-Salomon AG as Director of Outdoor. Mr. Gebhard was employed by Salomon in Annecy, France as Head of Global Footwear Operations from May 2000 to April 2004. From May 1990 to May 2000, he worked in project management and development for both adidas and Nike, Inc.
Daniel G. Hansonjoined Columbia in September 1989 and held various management positions in sales and marketing until 1996, when he became Director of Marketing Communications. In March 2006 Mr. Hanson was named Vice President of Marketing. From 1982 to 1989 Mr. Hanson worked for Helly-Hansen, where he served as United States Marketing Manager from 1986 to 1989.
Robert G. MasinMark N. Koppes joined Columbia in May 1989August 2005 as National SalesGeneral Manager, and became General Merchandise Manager in July 1998.Men’s Apparel. In May 2001, Mr. MasinNovember 2006, he was named Seniorpromoted to Vice President of Men’s Apparel. Prior to Columbia, Mr. Koppes worked at NIKE, Inc. for 15 years in various positions including Product Line Manager, Apparel Merchandise Manager, Marketing Director, Apparel Business Director, Global Merchandise Director and Men’s Apparel General Manager.
Michael W. McCormick joined Columbia in July 2006 as Vice President of Sales. From 2003 to 2006, Mr. McCormick served as Chief Marketing Officer for Golf Galaxy, Inc. From 2000 to 2002, Mr. McCormick served as Executive Vice President—Global Sales for Callaway Golf Company, and Merchandising. From 1976from 1992 to 1989 he2000, Mr. McCormick worked for W.L. GoreNIKE, Inc. in various sales management positions, including Director of National Sales.
Susan G. Popp joined Columbia in April 1997 as Human Resources Manager and Associates, a polymer technologyin May of 2004 was named Human Resources Director. In March 2006, Ms. Popp was named Vice President of Human Resources. Prior to joining Columbia, Ms. Popp held Human Resource positions at NIKE, Inc. from 1996 to 1997; at Avia from 1994 to 1996; and
manufacturing at Blue Cross and service company. From 1982Blue Shield of Oregon from 1981 to 1989 he was National Sales Manager of Gore’s Fabric Division.1993.
Grant D. Prentice joined Columbia in May 1984 as General Manager – Outerwear Merchandising. In May 2001, Mr. Prentice was named Vice President and General Manager – Outerwear Merchandising. In July 2004, Mr. Prentice was named Vice President Global Outerwear Integration. In November 2006, Mr. Prentice was named Vice President, Apparel Product Innovation. From 1977 to 1984, Mr. Prentice worked as a sales representative for Gerry Outdoor Products, a skiwear company based in Colorado.
Susan G. Popp joined Columbia in April 1997 as Human Resources Manager and in May of 2004 was named Human Resources Director. In March 2006, Ms. Popp was named Vice President Human Resources. Prior to joining Columbia, Ms. Popp held Human Resource positions at Nike from 1996 to 1997; at Avia from 1994 to 1996; and at Blue Cross and Blue Shield of Oregon from 1981 to 1993.
Mark J. Sandquist joined Columbia in March 1995 as Senior Merchandiser of Men’s and Women’s Sportswear and in August 2000 was named General Manager – Sportswear Merchandising. In July 2004, Mr. Sandquist was named Vice President of Apparel and Equipment. From 1985 to 1995, Mr. Sandquist held various managerialmanagement positions for Union Bay.Unionbay Sportswear.
Bryan L. Timm joined Columbia in June 1997 as Corporate Controller and was named Chief Financial Officer in July 2002. In 2003 Mr. Timm was also named Vice President and Treasurer. From 1991 to 1997 Mr. Timm held various financial management positions for another Portland based public company, Oregon Steel Mills, Inc. From 1986 to 1991, Mr. Timm was an accountant with KPMG LLP. Mr. Timm is a member of the Board of Directors of Umpqua Holdings Corporation.
William Tungjoined Columbia in September 2003 and was named Vice President of International Sales and Operations in December 2004. From 2002 to 2003, Mr. Tung worked for The Body Shop International PLC as Regional Director of North Asia. He was employed by The Rockport Company from 1994 to 2002 where he served in a variety of capacities, most recently as Vice President of Europe. From 1991 to 1994, Mr. Tung
worked for Prince Racquet Sports (a division of Benetton Sportsystems) as Sales and Marketing Manager of Asia-Pacific.
Patrick J. Werner joined Columbia in April 2004 as the Director of Apparel Sportswear Sourcing. In November 2006, he was promoted to Vice President of Global Apparel Manufacturing. Prior to Columbia, Mr. Werner held several key apparel manufacturing and labor compliance roles at NIKE, Inc., where he worked from 1981 until 2004.
| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Our common stock is listed on the NASDAQ NationalGlobal Select Market and trades under the symbol “COLM.” At March 1, 2006,2007, there were approximately 209185 shareholders of record.
Following are the quarterly high and low closing prices for our Common Stock for the years ended December 31, 20052006 and 2004:2005:
| HIGH | LOW | |||||||||||
2006 | ||||||||||||
First Quarter | $ | 54.54 | $ | 45.35 | ||||||||
Second Quarter | $ | 57.31 | $ | 44.96 | ||||||||
Third Quarter | $ | 56.76 | $ | 43.60 | ||||||||
Fourth Quarter | $ | 61.32 | $ | 52.77 | ||||||||
| HIGH | LOW | |||||||||||
2005 | ||||||||||||
First Quarter | $ | 57.65 | $ | 52.83 | $ | 57.65 | $ | 52.83 | ||||
Second Quarter | $ | 54.11 | $ | 43.00 | $ | 54.11 | $ | 43.00 | ||||
Third Quarter | $ | 51.81 | $ | 44.29 | $ | 51.81 | $ | 44.29 | ||||
Fourth Quarter | $ | 48.52 | $ | 42.07 | $ | 48.52 | $ | 42.07 | ||||
2004 | ||||||||||||
First Quarter | $ | 57.61 | $ | 50.52 | ||||||||
Second Quarter | $ | 58.52 | $ | 51.58 | ||||||||
Third Quarter | $ | 56.93 | $ | 51.90 | ||||||||
Fourth Quarter | $ | 60.93 | $ | 53.74 | ||||||||
Since the completion of our initial public offering in April 1998 through the third quarter of 2006, we havedid not declareddeclare any dividends. We anticipate that allOn October 26, 2006, the Board of Directors approved our earnings infirst quarterly dividend of $0.14 per share, payable on November 30, 2006 to shareholders of record on November 16, 2006. On January 25, 2007, the foreseeable future will be retained for the development and expansionBoard of our business and, therefore, we have noDirectors approved another quarterly dividend of $0.14 per share, payable on March 1, 2007 to shareholders of record on February 15, 2007. Our current plans to pay cash dividends. Our future dividend policy will dependis dependent on our earnings, capital requirements, financial condition, restrictions imposed by our credit agreements, and other factors considered relevant by our Board of Directors. For various restrictions on our ability to pay dividends, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 6 of Notes to Consolidated Financial Statements.
Issuer Purchases of Equity SecuritiesPerformance Graph
The following table providesline graph below compares the cumulative total shareholder return of our Common Stock with the cumulative total return of the Standard & Poor’s (S&P) Small Cap 600 Index, the S&P 500 Textile (Apparel) Index and the S&P 500 Index for the period beginning December 31, 2001 and ending December 31, 2006. The graph assumes that $100 was invested on December 31, 2001, and that any dividends were reinvested. Indices for the S&P 500 and S&P 500 Textile (Apparel) are included in order to provide shareholders comparisons with companies outside the small capitalization category.
Historical stock price performance should not be relied on as indicative of future stock price performance.
Columbia Sportswear Company
Stock Price Performance
December 31, 2001—December 31, 2006
Total Return Analysis | ||||||||||||||||||
| 12/31/2001 | 12/31/2002 | 12/31/2003 | 12/31/2004 | 12/31/2005 | 12/31/2006 | |||||||||||||
Columbia Sportswear Co. | $ | 100.00 | $ | 133.39 | $ | 163.66 | $ | 179.01 | $ | 143.33 | $ | 167.67 | ||||||
S&P 500 Textile (Apparel) | $ | 100.00 | $ | 105.31 | $ | 145.37 | $ | 185.08 | $ | 182.33 | $ | 225.50 | ||||||
S&P Small Cap 600 | $ | 100.00 | $ | 85.09 | $ | 118.05 | $ | 144.72 | $ | 155.73 | $ | 178.84 | ||||||
S&P 500 | $ | 100.00 | $ | 77.95 | $ | 100.27 | $ | 111.15 | $ | 116.60 | $ | 134.28 | ||||||
Securities Authorized for Issuance Under Equity Compensation Plans
See Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of this Annual Report on Form 10-K for information regarding our repurchases of our common stock during the quarter ended December 31, 2005:securities authorized for issuance under equity compensation plans.
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||
October 1, 2005 to October 31, 2005 | — | — | — | $ | 235,903,874 | |||||
November 1, 2005 to November 30, 2005 | 935,631 | $ | 44.19 | 935,631 | $ | 194,555,770 | ||||
December 1, 2005 to December 31, 2005 | 75,180 | 45.00 | 75,180 | $ | 191,172,319 | |||||
Total | 1,010,811 | $ | 44.25 | 1,010,811 | $ | 191,172,319 | ||||
Item 6. SELECTED FINANCIAL DATA
Selected Consolidated Financial Data
The selected consolidated financial data presented below for, and as of the end of, each of the years in the five-year period ended December 31, 20052006 have been derived from our audited consolidated financial statements. The consolidated financial data should be read in conjunction with the Consolidated Financial Statements and Accompanying Notes that appear elsewhere in this annual report and Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7.
| Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2002 | 2001 | 2006 (1) | 2005 | 2004 | 2003 | 2002 | |||||||||||||||||||||||||||||||
| (In thousands, except per share amounts) | (In thousands, except per share amounts) | |||||||||||||||||||||||||||||||||||||||
Statement of Operations Data: | ||||||||||||||||||||||||||||||||||||||||
Net sales | $ | 1,155,791 | $ | 1,095,307 | $ | 951,786 | $ | 816,319 | $ | 779,581 | $ | 1,287,672 | $ | 1,155,791 | $ | 1,095,307 | $ | 951,786 | $ | 816,319 | ||||||||||||||||||||
Cost of sales | 652,036 | 597,373 | 511,101 | 437,782 | 422,430 | 746,617 | 652,036 | 597,373 | 511,101 | 437,782 | ||||||||||||||||||||||||||||||
Gross profit | 503,755 | 497,934 | 440,685 | 378,537 | 357,151 | 541,055 | 503,755 | 497,934 | 440,685 | 378,537 | ||||||||||||||||||||||||||||||
Selling, general and administrative expense | 322,197 | 290,538 | 252,307 | 216,085 | 209,503 | 366,768 | 322,197 | 290,538 | 252,307 | 216,085 | ||||||||||||||||||||||||||||||
Net licensing income | (4,408 | ) | (4,032 | ) | (1,811 | ) | (1,223 | ) | (533 | ) | (5,486 | ) | (4,408 | ) | (4,032 | ) | (1,811 | ) | (1,223 | ) | ||||||||||||||||||||
Income from operations | 185,966 | 211,428 | 190,189 | 163,675 | 148,181 | 179,773 | 185,966 | 211,428 | 190,189 | 163,675 | ||||||||||||||||||||||||||||||
Interest (income) expense, net | (4,889 | ) | (3,493 | ) | (480 | ) | (354 | ) | 2,568 | (5,562 | ) | (4,889 | ) | (3,493 | ) | (480 | ) | (354 | ) | |||||||||||||||||||||
Income tax expense | 60,119 | 76,297 | 70,548 | 61,511 | 56,789 | 62,317 | 60,119 | 76,297 | 70,548 | 61,511 | ||||||||||||||||||||||||||||||
Net income | $ | 130,736 | $ | 138,624 | $ | 120,121 | $ | 102,518 | $ | 88,824 | $ | 123,018 | $ | 130,736 | $ | 138,624 | $ | 120,121 | $ | 102,518 | ||||||||||||||||||||
Earnings per share (1): | ||||||||||||||||||||||||||||||||||||||||
Per Share of Common Stock Data: | ||||||||||||||||||||||||||||||||||||||||
Earnings per share: | ||||||||||||||||||||||||||||||||||||||||
Basic | $ | 3.39 | $ | 3.44 | $ | 3.01 | $ | 2.60 | $ | 2.27 | $ | 3.39 | $ | 3.39 | $ | 3.44 | $ | 3.01 | $ | 2.60 | ||||||||||||||||||||
Diluted | 3.36 | 3.40 | 2.96 | 2.56 | 2.23 | 3.36 | 3.36 | 3.40 | 2.96 | 2.56 | ||||||||||||||||||||||||||||||
Weighted average shares outstanding (1): | ||||||||||||||||||||||||||||||||||||||||
Cash dividends declared | 0.14 | — | — | — | — | |||||||||||||||||||||||||||||||||||
Weighted average shares outstanding: | ||||||||||||||||||||||||||||||||||||||||
Basic | 38,549 | 40,266 | 39,953 | 39,449 | 39,051 | 36,245 | 38,549 | 40,266 | 39,953 | 39,449 | ||||||||||||||||||||||||||||||
Diluted | 38,943 | 40,812 | 40,591 | 40,063 | 39,840 | 36,644 | 38,943 | 40,812 | 40,591 | 40,063 | ||||||||||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2002 | 2001 | 2006 | 2005 | 2004 | 2003 | 2002 | |||||||||||||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||||||||||||||||||||||
Working capital | $ | 553,951 | $ | 609,137 | $ | 501,344 | $ | 361,628 | $ | 270,959 | $ | 569,028 | $ | 553,951 | $ | 609,137 | $ | 501,344 | $ | 361,628 | ||||||||||||||||||||
Inventories | 185,870 | 165,426 | 126,808 | 94,862 | 114,889 | 212,323 | 185,870 | 165,426 | 126,808 | 94,862 | ||||||||||||||||||||||||||||||
Total assets | 970,778 | 949,444 | 783,766 | 592,817 | 474,967 | 1,027,373 | 967,640 | 947,625 | 783,766 | 592,817 | ||||||||||||||||||||||||||||||
Long-term debt, net of current maturities | 7,414 | 12,636 | 16,335 | 20,636 | 25,047 | 136 | 7,414 | 12,636 | 16,335 | 20,636 | ||||||||||||||||||||||||||||||
Shareholders’ equity | 742,790 | 780,250 | 640,829 | 472,719 | 353,389 | 830,703 | 742,790 | 780,250 | 640,829 | 472,719 | ||||||||||||||||||||||||||||||
| (1) |
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This Annual Report contains forward-looking statements. Forward-looking statements include any statements related to our expectations regarding future performance conditions or conditions,market position, including any statements regarding anticipated sales growth across markets, distribution channels and product categories, access to raw materials and factory capacity, and financing and working capital requirements and resources.
These forward-looking statements, and others we make from time to time, are subject to a number of risks and uncertainties. Many factors couldmay cause actual results to differ materially from those projected in forward-looking statements, including the risks described above in Item 1(A) “Risk1A, Risk Factors.” We do not undertake any duty to update forward-looking statements after the date they are made or to conform them to actual results or to changes in circumstances or expectations.
The following discussion of our results of operations and liquidity and capital resources, including known trends and uncertainties identified by management, should be read in conjunction with the Consolidated Financial Statements and Accompanying Notes that appear elsewhere in this annual report.
All references to years relate to the calendar year ended December 31 of the particular year.
Overview
Since our initial public offering in 1998, our net sales have steadily increased from $427.3 million in 1998 to $1,155.8$1,287.7 million in 2005,2006, which equates to a compound annual growth rate of 15.3%14.8% for this period. Although we cannot predict future results with certainty, our long-term goal is to capitalize on global market opportunities for each of our key product categories. We are committed to our growth strategies of enhancing the retailchannel productivity of our existing customers, leveraging our brands in international markets,internationally, further developing our productexisting merchandise categories, selectively broadeningincreasing our retail distributionpenetration into the department store and specialty footwear channels and expanding the global awareness of our brands through license agreements. With our well-developed sourcing and distribution infrastructure and proven design and product development team, we believe that we are well positioned for future long-term growth.
Highlights for the year ended December 31, 2005 are as follows:2006:
Net sales increased $60.5$131.9 million, or 5.5%11.4%, to $1,287.7 million in 2006 from $1,155.8 million in 2005 from $1,095.3 million in 2004.2005. Excluding changes in currency exchange rates, net sales increased 4.5%10.7%. Our sales growth iswas largely attributable to increased sales byin the United States and our international businesses, particularly our European and Other International businesses,business, which include our direct business in Japan and Korea and our international distributor markets worldwide. From a product categoricalcategory perspective, our sales growth was entirelypredominantly attributable to increased sales of sportswear and footwear. As a result of theouterwear. Sportswear sales continued sales product mix shift during 2005, sportswear sales outpacedto outpace outerwear sales to becomeas our largest product category representing $450.3$509.1 million, or 39.0%39.5%, of 20052006 net sales.
Our backlog for the spring 20062007 selling season increased $19.8$55.2 million, or 5.8%15.4%, to $414.5 million as of September 30, 2006 from $359.3 million as of September 30, 2005 from $339.5 million as of September 30, 2004.2005. Spring orders increased in all key geographic markets, particularly in the United States and international distributor markets. Increased sportswear backlog continues to be the key driver of spring order growth. Although we cannot predict future results with certainty, our reported backlog is one indicator of our anticipated growth rates for the spring 20062007 selling season.season, in which the majority of shipments occur in the first and second quarter of 2007. Many factors, however, couldmay cause actual sales to differ materially from reported future order backlog. Moreover, our spring backlog is not indicative of, and should not be utilized in forecasting, sales beyond the spring 20062007 selling season.
For the year, gross profit decreased 190160 basis points to 42.0% in 2006 from 43.6% in 2005 from 45.5% in 2004.2005. This contraction was primarily due to a higher mix of sportswearincreased competition and footwear sales that have lower gross margins than outerwear, intra-product mix shift within the outerwearinefficiencies in our fall 2006 product category, increased inbound air freight costs and lower margins on close-out product sales.line, lower-margin
acquired Pacific Trail and Montrail businesses and various less significant items including stock-based compensation, European anti-dumping duties, and certain international promotional campaigns. These items were partially offset by a reduction in sales of lower gross margin closeout products. |
Selling, general and administrative expenses increased $31.7$44.6 million to 28.5% of net sales in 2006 from 27.9% of net sales in 2005 from 26.5% of net sales in 2004.2005. This increase was primarily attributable to additional personnel-related costs additional depreciationto support our growth strategies and operating costs associated with our new distribution center in Kentucky and, to a lesser degree, an increase in variable selling expenses.stock-based compensation expense.
Net income decreased 5.7%5.9% to $123.0 million in 2006 from $130.7 million compared to 2004,in 2005, and diluted earnings per share decreased to $3.36.remained constant at $3.36 in 2006 and 2005.
Since the inception of our stock repurchase plan in April 2004, our Board of Directors has authorized the repurchase of $400 million of our common stock and we have repurchased approximately 4.56.0 million shares at an aggregate purchase price of $208.8$284.3 million through December 31, 2005.2006. The repurchase program does not obligate us to acquire any specific number of shares or acquire shares over any specified period of time.
Results of Operations
Net income decreased $7.7 million, or 5.9%, to $123.0 million in 2006 from $130.7 million in 2005. Diluted earnings per share remained constant at $3.36 in 2006 and 2005. Net income decreased $7.9 million, or 5.7%, to $130.7 million in 2005 from $138.6 million in 2004. Diluted earnings per share decreased $0.04 to $3.36 in 2005 from $3.40 in 2004. Net income increased $18.5 million, or 15.4%, to $138.6 million in 2004 from $120.1 million in 2003. Diluted earnings per share increased $0.44 to $3.40 in 2004 from $2.96 in 2003.
The following table sets forth, for the periods indicated, the percentage relationship to net sales of specified items in our consolidated statementsConsolidated Statements of operations:Operations:
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||
Net sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost of sales | 56.4 | 54.5 | 53.7 | 58.0 | 56.4 | 54.5 | ||||||||||||
Gross profit | 43.6 | 45.5 | 46.3 | 42.0 | 43.6 | 45.5 | ||||||||||||
Selling, general and administrative expense | 27.9 | 26.5 | 26.5 | 28.5 | 27.9 | 26.5 | ||||||||||||
Net licensing income | (0.4 | ) | (0.3 | ) | (0.2 | ) | (0.5 | ) | (0.4 | ) | (0.3 | ) | ||||||
Income from operations | 16.1 | 19.3 | 20.0 | 14.0 | 16.1 | 19.3 | ||||||||||||
Interest (income) expense, net | (0.4 | ) | (0.3 | ) | (0.0 | ) | (0.4 | ) | (0.4 | ) | (0.3 | ) | ||||||
Income before income tax | 16.5 | 19.6 | 20.0 | 14.4 | 16.5 | 19.6 | ||||||||||||
Income tax expense | 5.2 | 6.9 | 7.4 | 4.8 | 5.2 | 6.9 | ||||||||||||
Net income | 11.3 | % | 12.7 | % | 12.6 | % | 9.6 | % | 11.3 | % | 12.7 | % | ||||||
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005
Net Sales: Consolidated net sales increased $131.9 million, or 11.4%, to $1,287.7 million in 2006 from $1,155.8 million in 2005. Excluding changes in currency exchange rates, consolidated net sales increased 10.7%.
Reconciliation of Net Sales Changes to Net Sales Changes Excluding Changes in Currency Exchange Rates
Net sales from year to year are affected by changes in selling prices and unit volume as well as changes in currency exchange rates where we have sales in foreign locations. Our net sales changes excluding the effect of changes in currency exchange rates are presented below. We disclose changes in sales excluding changes in currency exchange rates because we use the measure to understand sales growth excluding any impact from foreign currency exchange rate changes. In addition, our foreign sales management teams are generally evaluated and compensated in part based on the results of operations excluding currency exchange rate changes for their respective regions. Amounts calculated in accordance with accounting principles generally accepted in the United States of America, or GAAP, are denoted.
| Year ended December 31, 2006 | |||||||
Amount (millions) | % Change | ||||||
| Consolidated: | |||||||
Net sales increase (GAAP) | $ | 131.9 | 11.4 | % | |||
Effect of currency exchange rate changes | (8.8 | ) | (0.7 | ) | |||
Net sales increase excluding changes in currency exchange rates | $ | 123.1 | 10.7 | % | |||
| United States: | |||||||
Net sales increase (GAAP) | $ | 75.1 | 11.1 | % | |||
| Europe: | |||||||
Net sales increase (GAAP) | $ | 14.9 | 8.1 | % | |||
Effect of currency exchange rate changes | (0.7 | ) | (0.4 | ) | |||
Net sales increase excluding changes in currency exchange rates | $ | 14.2 | 7.7 | % | |||
| Canada: | |||||||
Net sales increase (GAAP) | $ | 5.4 | 4.7 | % | |||
Effect of currency exchange rate changes | (8.1 | ) | (7.1 | ) | |||
Net sales decrease excluding changes in currency exchange rates | $ | (2.7 | ) | (2.4 | )% | ||
| Other International: | |||||||
Net sales increase (GAAP) | $ | 36.5 | 20.3 | % | |||
Effect of currency exchange rate changes | — | — | |||||
Net sales increase excluding changes in currency exchange rates | $ | 36.5 | 20.3 | % | |||
Increased net sales were realized in each major geographic region in which we operate, led by the United States and followed by Other International, Europe and Canada. By product category, increased net sales were led by sportswear, followed by outerwear, equipment and footwear, while sales of accessories decreased. Sales growth was primarily the result of an increase in the quantity of units sold in each geographic region and product category.
Net sales from sportswear increased $58.8 million, or 13.1%, to $509.1 million in 2006 from $450.3 million in 2005. As a result of continued strength in our sportswear business, sportswear remained our largest product category, representing 39.5% of total sales. We primarily attribute the increase in sportswear unit sales to an increase in sales in the United States, followed by Other International, Canada and Europe. The increase in sportswear sales was driven by continued growth in the United States resulting from a broader assortment of products, competitive pricing and related consumer demand for our sportswear products, particularly knitted and woven tops, pants and fleece sweaters.
Net sales from outerwear increased $56.5 million, or 12.8%, to $496.5 million in 2006 from $440.0 million in 2005. We primarily attribute the increase in outerwear sales to an increase in sales in the United States,
followed by Other International, Europe and Canada. Outerwear unit sales growth in the United States was the result of an expanded line of outerwear styles for the Columbia brand as well as sales resulting from our acquisition of the Pacific Trail brand. We expanded our Fall 2006 Columbia outerwear product line due to increased competition in the United States and internationally. International outerwear sales growth was attributable to continued strength in certain key international distributor markets as well as our ability to capitalize on our expanded Fall 2006 product line.
Net sales from footwear increased $8.5 million, or 4.0%, to $219.7 million in 2006 from $211.2 million in 2005. Footwear sales growth was led by Other International, followed by Europe, while sales of footwear decreased in Canada and the United States. Our footwear unit sales growth was driven by incremental sales of Montrail-branded footwear. Excluding sales of Montrail footwear, footwear sales were adversely affected by undifferentiated product in our Columbia footwear product line coupled with a highly competitive outdoor footwear market and warm global weather conditions, which had a negative effect on sales of cold weather footwear.
Net sales from accessories decreased $2.5 million, or 5.5%, to $42.7 million in 2006 from $45.2 million in 2005. The decrease in accessories sales was the result of decreased sales in all major geographic regions. We attribute this decrease to bags and packs, which we began to directly produce and sell beginning in 2006. Bags and packs that we directly produce and sell are categorized as equipment. Prior to 2006, bags and packs sold in our direct markets internationally were produced and sold by third parties and these sales were included in accessories. Beginning in 2007, accessories and equipment will be presented as one combined category.
Net sales from equipment increased $10.6 million, or 116.5%, to $19.7 million in 2006 from $9.1 million in 2005. Equipment sales unit growth was led by the United States, followed by Other International, Europe and Canada. We attribute this growth to sales of bags and packs, which we began to directly produce and sell beginning in 2006. Bags and packs that we directly produce and sell are categorized as equipment. Prior to 2006, bags and packs sold in the United States and through our international distributor channel were produced and sold by a third party licensee and these sales were included in net license income. Beginning in 2007, accessories and equipment will be presented as one combined category.
Net sales in the United States increased $75.1 million, or 11.1%, to $752.0 million in 2006 from $676.9 million in 2005. The increase in net sales in the United States was attributable to increased sales of sportswear, followed by outerwear and equipment sales, while sales of footwear and accessories decreased. Sales growth in the United States was the result of an expanded product line for outerwear and sportswear as well as increased sales within most of our distribution channels, particularly the department store, outdoor and sports specialty channels. The sales growth in the United States was also attributable to sales of Pacific Trail outerwear and Montrail footwear which were $22.4 million and $14.0 million, respectively.
Net sales in Europe increased $14.9 million, or 8.1%, to $199.2 million in 2006 from $184.3 million in 2005. Excluding changes in currency exchange rates, Europe’s net sales increased 7.7%. Sales growth was led by outerwear, followed by sportswear, footwear and equipment sales, while sales of accessories decreased. Our Europe business was affected by competitive pressures coupled with a key customer’s decision to expand its private label program, which resulted in reduced outerwear and footwear orders from that key customer. Warm weather conditions throughout Europe during the third and fourth quarters also affected Europe sales unfavorably. Despite these negative factors, Europe sales increased predominantly as the result of increased sales in Switzerland, France and Italy while sales in other key markets including Spain, Germany and the United Kingdom decreased. Sales growth in Switzerland was partially attributable to the acquisition of our distributor in Switzerland, Tecnisport SA, in July 2005.
Net sales in Canada increased $5.4 million, or 4.7%, to $120.2 million in 2006 from $114.8 million in 2005. Excluding changes in currency exchange rates, Canada’s net sales decreased 2.4%. Sales growth was led by sportswear, followed by outerwear and equipment, while sales of footwear and accessories decreased. Sales
growth in Canada was largely due to increased sales within the department store and sports specialty channels. Warm weather conditions, primarily in eastern Canada, during the third and fourth quarters negatively affected cold weather apparel and footwear shipments.
Net sales from Other International, which includes our direct business in Japan and Korea and our international distributor markets worldwide, increased $36.5 million, or 20.3%, to $216.3 million in 2006 from $179.8 million in 2005. Excluding changes in currency exchange rates, Other International sales increased 20.3%. Sales growth for Other International was led by our international distributors, followed by our Korea and Japan businesses. Sales growth was led by outerwear, followed by sportswear, footwear and equipment, while sales of accessories decreased. Sales growth by our international distributors was largely the result of increased sales by our distributors in Russia and China, which continued to expand our brand presence at retail in those countries. The increase in Korea sales resulted from the opening of new stores and continued sales growth attributable to the Mountain Hardwear brand. Japan sales growth resulted from continued consumer demand for Columbia-brand products through key distribution channels, particularly sports chains, and increased sales through our own retail channel.
Gross Profit: Gross profit as a percentage of net sales decreased to 42.0% in 2006 from 43.6% in 2005. We primarily attribute the decrease in gross profit margin to increased competition and inefficiencies in our fall 2006 product line, lower gross margins on Pacific Trail and Montrail shipments and various other less significant items, including stock-based compensation expense, European anti-dumping duties imposed on Chinese and Vietnamese footwear imports and certain international promotional campaigns. The negative gross margin effect of these items was partially offset by a reduction in sales of closeout products.
The most significant factor that adversely affected our 2006 gross profit margins was increased competition in the United States and Europe. As a result of these competitive pressures, we broadened our product assortment, resulting in sourcing inefficiencies, and more competitively priced our Fall 2006 products, both of which negatively affected our 2006 gross profit margins.
A decrease in 2006 closeout sales at higher gross margins compared to 2005 had a favorable effect on our consolidated gross profits. This decrease is partially attributable to elevated closeout sales levels in 2005 due to unseasonably cool weather conditions in the early part of the spring season in the United States.
Our gross profits may not be comparable to those of other companies in our industry because some include all of the costs related to their distribution network in cost of sales. We, like others, have chosen to include these expenses as a component of selling, general and administrative expense.
Selling, General and Administrative Expense: Selling, general and administrative expense (“SG&A”) includes all costs associated with our design, merchandising, marketing, distribution and corporate functions including related depreciation and amortization.
SG&A expense increased $44.6 million, or 13.8%, to $366.8 million in 2006 from $322.2 million in 2005. Selling expenses increased $2.8 million, or 2.5%, while general and administrative expenses increased $41.8 million, or 19.9%. As a percentage of net sales, SG&A increased to 28.5% of net sales for 2006 from 27.9% of net sales for 2005. Selling expenses, including commissions and advertising, decreased to 8.9% of net sales for 2006 from 9.7% of net sales for 2005. We attribute the decrease in selling expenses as a percentage of net sales to lower sales commissions and other promotional expenses. The decrease in sales commissions was largely attributable to our decision to hire an internal sales staff in certain key European markets.
The increase in general and administrative expenses primarily resulted from an increase in personnel-related costs. We attribute the increase in personnel costs to stock-based compensation expense of $9.1 million and increased personnel costs in the United States and Europe. The increased personnel costs in the United States were partially a result of our acquisition of the Montrail and Pacific Trail brands while the increased European
headcount was attributable to our decision to hire an internal sales staff for certain key European markets as well as increased merchandising and administrative personnel. Depreciation and amortization included in general and administrative expenses totaled $22.5 million for 2006 compared to $22.7 million for 2005.
Net Licensing Income: As our licensees have become more established in the marketplace with the sale of branded products, our licensing arrangements have produced highly profitable income for us. We derive net licensing income by licensing our trademarks across a range of categories that complement our current product offerings.
For 2006, we recognized licensing income from 21 licensees. Products distributed by our licensees in 2006 included socks, performance base layer, leather outerwear and accessories, camping gear, eyewear, home furnishings, bicycles and other accessories.
Net licensing income increased $1.1 million, or 25.0%, to $5.5 million in 2006 from $4.4 million in 2005. Licensing income in 2006 was led by Columbia licensed socks and performance base layer, followed by licensed leather outerwear and accessories, camping gear, eyewear and home furnishings.
Interest Income and Expense: Interest income was $6.8 million in 2006 compared to $6.4 million in 2005. The increase in interest income was primarily due to the higher interest rate environment compared to the same period in 2005, partially offset by the reduction in cash and short-term investments used for operations, repurchase of common stock, capital expenditures and acquisitions during 2006. Interest expense decreased to $1.2 million in 2006 from $1.5 million in 2005. The decrease in interest expense was primarily attributable to a lower long-term debt level coupled with higher capitalized interest related to distribution related capital projects, which reduced interest expense during 2006.
Income Tax Expense: Our provision for income taxes increased to $62.3 million in 2006 from $60.1 million in 2005 due to an increase in the effective tax rate to 33.6% in 2006 from 31.5% in 2005. The lower rate in 2005 was due primarily to the conclusion of several income tax audits which resulted in the recording of a net tax benefit in 2005 of approximately $5.6 million.
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004
Net Sales: Consolidated net sales increased $60.5 million, or 5.5%, to $1,155.8 million in 2005 from $1,095.3 million in 2004. Excluding changes in currency exchange rates, consolidated net sales increased 4.5%.
Reconciliation of Net Sales Changes to Net Sales Changes Excluding Changes in Currency Exchange Rates
Net sales from year to year are affected by changes in selling prices and unit volume as well as changes in currency exchange rates where we have sales in foreign locations. Our net sales changes excluding the effect of changes in currency exchange rates are presented below. We disclose changes in sales excluding changes in currency exchange rates because we use the measure to understand sales growth excluding any impact from foreign currency exchange rate changes. In addition, our foreign management teams are generally evaluated and compensated in part based on the results of operations excluding currency exchange rate changes for their respective regions. Amounts calculated in accordance with accounting principles generally accepted in the United States of America, or GAAP, are denoted.
| Year ended December 31, 2005 | Year ended December 31, 2005 | ||||||||||||
| Amount (millions) | % Change | Amount (millions) | % Change | ||||||||||
Consolidated: | |||||||||||||
Net sales increase (GAAP) | $ | 60.5 | 5.5 | % | $ | 60.5 | 5.5 | % | |||||
Increase due to currency exchange rate changes | 11.5 | 1.0 | % | ||||||||||
Effect of currency exchange rate changes | (11.5 | ) | (1.0 | ) | |||||||||
Net sales increase excluding changes in currency exchange rates | $ | 49.0 | 4.5 | % | $ | 49.0 | 4.5 | % | |||||
United States: | |||||||||||||
Net sales increase (GAAP) | $ | 10.2 | 1.5 | % | $ | 10.2 | 1.5 | % | |||||
Europe: | |||||||||||||
Net sales increase (GAAP) | $ | 14.0 | 8.2 | % | $ | 14.0 | 8.2 | % | |||||
Increase due to currency exchange rate changes | 0.9 | 0.5 | % | ||||||||||
Effect of currency exchange rate changes | (0.9 | ) | (0.5 | ) | |||||||||
Net sales increase excluding changes in currency exchange rates | 13.1 | 7.7 | % | $ | 13.1 | 7.7 | % | ||||||
Canada: | |||||||||||||
Net sales decrease (GAAP) | $ | 2.1 | 1.8 | % | $ | (2.1 | ) | (1.8 | )% | ||||
Increase due to currency exchange rate changes | 8.5 | 7.3 | % | ||||||||||
Effect of currency exchange rate changes | (8.5 | ) | (7.3 | ) | |||||||||
Net sales decrease excluding changes in currency exchange rates | $ | 10.6 | 9.1 | % | $ | (10.6 | ) | (9.1 | )% | ||||
Other International: | |||||||||||||
Net sales increase (GAAP) | $ | 38.4 | 27.2 | % | $ | 38.4 | 27.2 | % | |||||
Increase due to currency exchange rate changes | 2.1 | 1.5 | % | ||||||||||
Effect of currency exchange rate changes | (2.1 | ) | (1.5 | ) | |||||||||
Net sales increase excluding changes in currency exchange rates | $ | 36.3 | 25.7 | % | $ | 36.3 | 25.7 | % | |||||
The increase in net sales was led by our Other International business, followed by our EuropeanEurope and United States businesses, partially offset by a decrease in net sales by our CanadianCanada business. Sales growth was primarily the result of an increase in the quantity of units sold in each geographic region except Canada. Unit sales quantities increased in each product category except outerwear and accessories.
Net sales from outerwear decreased $20.3 million, or 4.4%, to $440.0 million in 2005 from $460.3 million in 2004. This decrease was the result of weakness in our outerwear business in the United States and Canada. Outerwear unit sales growth was strong in Other International while EuropeanEurope outerwear sales also increased. The decrease in outerwear sales in the United States was primarily attributable to the negative effect of poor sell-through last fall that resulted primarily from unseasonably warm weather conditions, an increasingly competitive outerwear market and an increasingly challenging retail environment. The outerwear sales growth in Other International was the result of strong sales growth in our international distributor business as well as our direct businesses in Japan and Korea. The growth in these markets was partially the result of favorable weather conditions, which drove the retail sell-through of outerwear products.
Net sales from sportswear increased $53.9 million, or 13.6%, to $450.3 million in 2005 from $396.4 million in 2004. As a result of continued strength in our sportswear business and the decrease in outerwear sales, sportswear is now our largest product category, representing 39.0% of total sales. The increase in sportswear unit sales was predominantly the result of continued growth in the United States, which represented over 80% of the total sportswear sales growth. Sportswear sales growth in the United States occurred across all distribution channels, which was primarily the result of our broad product assortment and related consumer demand for our sportswear products. Internationally, sportswear sales increased in all markets globally led by Other International, followed by Europe and Canada.
Net sales from footwear increased $26.6 million, or 14.4%, to $211.2 million in 2005 from $184.6 million in 2004. Footwear sales increased in all geographic markets led by Other International, followed by Europe, the United States and Canada. Footwear sales unit growth from Other International was predominantly the result of increased sales of footwear to our international distributor markets, particularly Russia and China. EuropeanEurope footwear sales growth was predominantly attributable to demand for casual, hiking and trail footwear products targeted to our large-account European customers. The increase in sales of footwear in the United States was largely the result of continued sales growth from our sandals product lines.
Net sales from accessories decreased $0.9 million, or 2.0%, to $45.2 million in 2005 from $46.1 million in 2004. The decrease in accessories sales was the result of decreased sales in the United States and Canada, partially offset by increased sales in Other International and Europe.
Net sales from equipment increased $1.2 million, or 15.2%, to $9.1 million in 2005 from $7.9 million in 2004. The growth in equipment sales was primarily the result of increased international sales of Mountain Hardwear equipment products.
Net sales in the United States increased $10.2 million, or 1.5%, to $676.9 million in 2005 from $666.7 million in 2004. The increase in net sales in the United States was predominantly the result of a significant increase in sales of sportswear, partially offset by a decrease in outerwear sales. Footwear and equipment sales also increased, while sales of accessories decreased. Sportswear sales increased across all distribution channels.
Europe’s direct net sales increased $14.0 million, or 8.2%, to $184.3 million in 2005 from $170.3 million in 2004. Excluding changes in currency exchange rates, Europe’s net sales increased 7.7%. Sales increased across all product categories in Europe in 2005 led by footwear, followed by outerwear, sportswear, equipment and accessories. Footwear sales growth resulted from increased sales to large-account customers particularly in France and Spain, while footwear sales decreased in Germany and the Netherlands primarily due to difficult economic conditions in those countries. The increase in outerwear sales was largely attributable to increased sales resulting from the acquisition of our distributor in Switzerland, Tecnisport SA, in July of 2005. With the acquisition of Tecnisport, we began recognizing sales at end-customer direct prices, rather than the lower independent distributor prices that applied prior to the acquisition under our distributor agreement with Tecnisport. Excluding this acquisition, outerwear sales would have been flat because of decreased sales in Germany and the Netherlands as well as higher than normal carryover inventory by our customers from the fall 2004 season, offset by increased sales to large-account customers.
Canada’s net sales decreased $2.1 million, or 1.8%, to $114.8 million in 2005 from $116.9 million in 2004. Excluding changes in currency exchange rates, Canada’s net sales decreased 9.1%. The decrease in net sales in Canada was largely the result of decreased outerwear sales partially offset by increased sales of footwear and sportswear. Sales of accessories also decreased. The decrease in CanadianCanada outerwear sales was predominantly the result of decreased sales to large-account customers that were negatively affected by an increasingly challenging retail environment, as well as unfavorable weather conditions during fall 2004 resulting in excess inventory carryover by our customers. Late inbound receipts of fall 2005 inventory also contributed to the decrease in outerwear sales.
Net sales from Other International, which includes our direct business in Japan and Korea and our international distributor markets worldwide, increased $38.4 million, or 27.2%, to $179.8 million in 2005 from $141.4 million in 2004. Excluding changes in currency exchange rates, Other International sales increased 25.7%. Sales growth for Other International was led by our international distributors, followed by our KoreanKorea and JapaneseJapan businesses. Net sales increased across all product categories, led by outerwear, followed by footwear, sportswear, accessories and equipment. Sales growth by our international distributors resulted from increased sales by our distributors in Russia and China which continue to expand Columbia’s retail presence in those countries. The increase in KoreanKorea sales resulted from the opening of new stores and our decision to begin operating Mountain Hardwear’s KoreanKorea business directly rather than through a distributor. JapaneseJapan sales growth resulted from increased sales by sports chain and specialty stores that was, in part, assisted by favorable weather conditions.
Gross Profit: Gross profit as a percentage of net sales decreased to 43.6% in 2005 from 45.5% in 2004. The decrease in gross profit was primarily the result of the continued shift in our sales product mix both between and within product categories and, to a lesser degree, increased inbound air freight costs and lower margins on close-out product sales in the first half of the year. These unfavorable gross profit impacts were partially offset by an improvement in our foreign currency hedge rates.
Product sales mix continued to have a negative effect on gross profits as sales of our sportswear and footwear products increased while sales of outerwear products decreased for the year. In general, our outerwear products carry higher gross profit margins than sportswear and footwear products. For the year, outerwear sales represented 38.1% of total net sales compared to 42.0% of total net sales in 2004. Sportswear and footwear sales increased to 39.0% and 18.3% of total net sales in 2005 from 36.2% and 16.9% in 2004, respectively. Shifts in intra-product mix also had an unfavorable effect on outerwear gross profits as a result of a shift in sales volumes to lower margin product styles.
To a lesser degree, our gross profits were also negatively affected by an increase in inbound air freight costs. We incurred incrementally higher air freight charges in the third quarter of this year compared to the same period last year in order to timely fulfill our customer orders due to various isolated supply chain issues.
An increase in 2005 close-out sales at lower gross margins compared to 2004 also had an unfavorable effect on our consolidated gross profits. This increase in close-out sales at lower gross margins resulted from the sale of fall 2004 and spring 2005 close-out product in the United States. Fall 2004 close-out sales increased due to excess inventory resulting from unseasonably warm weather during 2004. The increase in spring 2005 close-out sales primarily resulted from unseasonably cool weather conditions in the early part of the spring season in the United States.
The unfavorable gross profit impact from shifts in product sales mix, increased inbound air freight and lower gross margins on close-out sales were partially offset by an improvement in foreign currency exchange rates for spring and fall 2005 compared to spring and fall 2004. Because our global supply of inventory is generally purchased with U.S. dollars, our foreign businesses benefited from the decrease in value of the U.S. dollar compared to 2004. This favorable gross profit impact has been most noticeable in our EuropeanEurope and CanadianCanada businesses.
Our gross profits may not be comparable to those of other companies in our industry because some include all of the costs related to their distribution network in cost of sales. We, like others, have chosen to include these expenses as a component of selling, general and administrative expense.
Selling, General and Administrative Expense: Selling, general and administrative expense (“SG&A”) includes all costs associated with our design, merchandising, marketing, distribution and corporate functions including related depreciation and amortization.
SG&A expense increased $31.7 million, or 10.9%, to $322.2 million in 2005 from $290.5 million in 2004. Selling expenses increased $5.8 million, or 5.5%, while general and administrative expenses increased $25.9 million, or 14.1%. As a percentage of net sales, SG&A increased to 27.9% of net sales for 2005 from 26.5% of net sales for 2004. Selling expenses, including commissions and advertising, remained essentially flat at 9.7% of net sales in 2005 and 2004.
The increase in general and administrative expenses primarily resulted from a $13.9 million increase in personnel relatedpersonnel-related costs, a $4.7 million increase in depreciation and a $7.3 million increase in operating expenses including professional fees and operating costs associated with our new distribution center in Kentucky. The increase in personnel costs was attributable to increased headcount at our corporate and subsidiary locations to support future sales growth as well as increased headcount at our Kentucky distribution center. Depreciation and amortization included in SG&A totaled $22.7 million for 2005 compared to $18.0 million for 2004. The increase in depreciation expense is directly related to our new distribution center in Kentucky.
Net Licensing Income: As our licensees have become more established in the marketplace with the sale of branded products, our licensing arrangements have produced highly profitable income for us. We derive net licensing income by licensing our trademarks across a range of categories that complement our current product offerings.
For 2005, we recognized licensing income from fifteen licensees. Products distributed by our licensees included socks, bags, packs, leather, eyewear, watches, camping gear, home furnishings, bicycles and other accessories.
Net licensing income increased $0.4 million, or 10.0%, to $4.4 million in 2005 from $4.0 million in 2004. Licensing income in 2005 was led by Columbia licensed socks, followed by licensed leather products, home furnishings and camping gear.
Interest Income and Expense: Interest income was $6.4 million in 2005 compared to $4.1 million in 2004. The increase in interest income was primarily due to the higher interest rate environment compared to the same period in 2004. Interest expense increased to $1.5 million in 2005 from $0.6 million in 2004. The increase in interest expense was primarily attributable to a decrease in capitalized interest of $0.6 million primarily related to the construction of the distribution center in Kentucky.
Income Tax Expense: The provision for income taxes decreased to $60.1 million in 2005 from $76.3 million in 2004. The reduction in the effective tax rate from 35.5% to 31.5% was primarily the result of the favorable conclusion in 2005 of various income tax audits of several tax years and, to a lesser extent, higher income in jurisdictions with lower overall tax rates.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
Net Sales: Consolidated net sales increased $143.5 million, or 15.1%, to $1,095.3 million in 2004 from $951.8 million in 2003. Excluding changes in currency exchange rates, consolidated net sales increased 12.1%.
Reconciliation of Net Sales Changes to Net Sales Changes Excluding Changes in Currency Exchange Rates
Our net sales changes excluding the effect of changes in currency exchange rates are presented below:
| Year ended December 31, 2004 | ||||||
| Amount (millions) | % Change | |||||
Consolidated: | ||||||
Net sales increase (GAAP) | $ | 143.5 | 15.1 | % | ||
Increase due to currency exchange rate changes | 28.1 | 3.0 | % | |||
Net sales increase excluding changes in currency exchange rates | $ | 115.4 | 12.1 | % | ||
United States: | ||||||
Net sales increase (GAAP) | $ | 69.9 | 11.7 | % | ||
Europe: | ||||||
Net sales increase (GAAP) | $ | 35.1 | 26.0 | % | ||
Increase due to currency exchange rate changes | 16.2 | 12.0 | % | |||
Net sales increase excluding changes in currency exchange rates | $ | 18.9 | 14.0 | % | ||
Canada: | ||||||
Net sales increase (GAAP) | $ | 10.2 | 9.6 | % | ||
Increase due to currency exchange rate changes | 8.1 | 7.6 | % | |||
Net sales increase excluding changes in currency exchange rates | $ | 2.1 | 2.0 | % | ||
Other International: | ||||||
Net sales increase (GAAP) | $ | 28.3 | 25.0 | % | ||
Increase due to currency exchange rate changes | 3.8 | 3.3 | % | |||
Net sales increase excluding changes in currency exchange rates | $ | 24.5 | 21.7 | % | ||
Our sales growth was predominantly driven by increased shipments of sportswear and footwear which, combined, represented over 80% of our total increase in sales. Increased sales of footwear in the United States, Europe and Canada also contributed significantly to the increase in consolidated net sales. Sales of outerwear continued to be a challenge in North America due to unseasonable winter weather and increased competition; however, the increase in sales of outerwear internationally more than offset the declines in the United States and Canada.
Net sales increased in each major geographic region, led by the United States, followed by our European, Other International and Canadian businesses. Sales growth was attributable to an increase in the quantity of units sold across all major geographic regions. Unit sales quantities also increased within each of our product categories. We continued to experience a shift in our sales product mix as sales of sportswear and footwear increased faster than our other product categories.
Net sales from outerwear increased $16.6 million, or 3.7%, to $460.3 million in 2004 from $443.7 million in 2003. Outerwear sales growth was primarily attributable to increased shipments of outerwear in Europe and our Other International businesses. European sales of outerwear increased in all key product classes and distribution channels, primarily resulting from increased sales to large-account customers. The increase in sales to large-account customers was primarily the result of certain key customers in France and Spain increasing their
purchases of well-known international product brands. The decline of outerwear sales in the United States and Canada partially offset the increase in international sales of outerwear.
Net sales from sportswear increased $85.1 million, or 27.3%, to $396.4 million in 2004 from $311.3 million in 2003. Sportswear sales increased in all global markets in 2004, led by strong gains in the United States followed by Europe, Other International and Canada. The increase in sales of sportswear in the United States was the result of increased sales across all major distribution channels and product classes, including pants, shorts, sweaters and knitted and woven tops. We attribute the sales increase, in part, to an improvement in the segmentation and differentiation of our products for specific distribution channels: our high-end performance products (highly technical products generally sold in specialty stores), our moderate products (technical products generally sold in sporting goods stores), and our most broadly distributed products (less technical, core products generally sold in department stores). We believe that increased differentiation of our products allows our retail customers to better target their specific customers. Shipments of sportswear to the department store channel were particularly strong throughout the year in the United States. In Europe, the increase in sportswear sales was primarily attributable to increased shipments of pants, shorts and woven tops.
Net sales from footwear increased $36.0 million, or 24.2%, to $184.6 million in 2004 from $148.6 million in 2003. Footwear sales increased in each of our major markets, led by the United States, followed by Europe, Canada and Other International. In the United States, sales of footwear increased in all key product classes and distribution channels, primarily as a result of increased sales to large-account customers. The increase in sales to large-account customers was primarily the result of certain key customers in France and Spain increasing their purchases of well-known international product brands.
Net sales from accessories increased $2.6 million, or 6.0%, to $46.1 million in 2004 from $43.5 million in 2003. The increase in sales of accessories was the result of increased sales in Other International businesses and Europe, partially offset by decreased sales in the United States and Canada.
Net sales from equipment increased $3.2 million, or 68.1%, to $7.9 million in 2004 from $4.7 million in 2003. Equipment sales were generated by sales of Mountain Hardwear products, predominantly in the United States.
Net sales in the United States increased $69.9 million, or 11.7%, to $666.7 million in 2004 from $596.8 million in 2003. The increase in net sales in the United States was the result of increased sales from sportswear, footwear and equipment partially offset by decreases in the outerwear and accessories categories. Increased shipments of sportswear in the United States were the most significant factor contributing to our consolidated sales growth for the year. Sportswear sales increased in all key product classes and within each major distribution channel. Footwear sales increased in all key product classes led by boots and sandals. From a distribution channel perspective, footwear sales increased in all sales channels in the United States except the department store channel. Sales of outerwear decreased as a result of several factors, including the continued consumer trend toward purchasing lighter-weight products generally selling at lower prices, unseasonable winter weather conditions during the fourth quarter of 2004, and a challenging competitive environment. The weakness in our youth outerwear category also affected outerwear sales during the year.
Europe’s direct net sales increased $35.1 million, or 26.0%, to $170.3 million in 2004 from $135.2 million in 2003. Excluding changes in currency exchange rates, Europe’s net sales increased 14.0%. Sales growth was achieved across all product categories in Europe during 2004 led by outerwear, followed by footwear, sportswear, accessories and equipment. The increase in sales of outerwear in Europe more than offset the declines in the United States and Canada. Sales of outerwear and footwear increased in all key product classes and distribution channels. Europe’s sportswear growth was primarily the result of increased shipments of pants, shorts and woven tops.
Canada’s net sales increased $10.2 million, or 9.6%, to $116.9 million in 2004 from $106.7 million in 2003. Excluding changes in currency exchange rates, Canada’s net sales increased 2.0%. Net sales growth was led by
footwear, followed by sportswear, while sales of accessories and outerwear decreased during the year. Footwear sales increased in all key product classes, led by boots, followed by shoes and sandals. Sales of sportswear also increased in all key product classes, led by knitted and woven tops, followed by pants, sweaters and shorts. Unseasonable winter weather conditions negatively affected outerwear sales in the fourth quarter. Our maturity in the Canadian outerwear market also makes sales growth more challenging.
Net sales from Other International, which includes our direct business in Japan and Korea and our international distributor markets worldwide, increased $28.3 million, or 25.0%, to $141.4 million in 2004 from $113.1 million in 2003. Excluding changes in currency exchange rates, Other International sales increased 21.7%. Net sales increased across all product categories, led by outerwear, followed by sportswear, accessories, equipment and footwear. Outerwear and sportswear sales growth was particularly strong in our international distributor-based markets, while our business in Korea contributed to the increase in sales of accessories. Footwear sales increased less in Other International than in other geographic regions primarily due to the poor sell-through of cold weather footwear in Russia in 2003 as a result of mild weather conditions.
Gross Profit: Gross profit as a percentage of net sales decreased to 45.5% in 2004 from 46.3% in 2003. The decrease in gross profit was primarily the result of the continued shift in our sales product mix both between and within product categories. The unfavorable gross profit effect of shifts in our sales product mix was partially offset by foreign currency exchange rate fluctuations as foreign currencies in our direct markets appreciated against the U.S. dollar.
A shift in our sales product mix from our traditional outerwear products to sportswear and footwear continued to have an unfavorable impact on our gross profit throughout 2004. This shift in sales product mix was anticipated due to our growth strategy to further develop and expand our product categories. Moreover, as a result of our growth strategies, increases in sales of sportswear and footwear outpaced sales growth from outerwear. Sales product mix affects our gross profits because our outerwear products generally carry higher gross profits than other product categories. In 2004, outerwear sales represented 42.0% of net sales compared to 46.6% of 2003 net sales. Sportswear and footwear sales represented 36.2% and 16.9% of net sales in 2004, respectively, compared to 32.7% and 15.6% of net sales in 2003, respectively. In the future, we anticipate the shift in sales product mix will continue to exert pressure on our gross profits.
Our gross profit also decreased due to shifts in sales product mix within our product categories. Shifts in sales product mix is a factor within each of our product categories especially the outerwear category where there has been a general consumer trend to purchase lighter-weight, lower margin outerwear products and heavier sportswear products, such as fleece sweaters, vests and pullovers.
The unfavorable impacts on gross profit from product mix shifts were partially offset by the appreciation of many foreign currencies against the U.S. dollar. Since our global supply of inventory is generally purchased with U.S. dollars, our foreign businesses have benefited from the decreasing value of the U.S. dollar. This favorable gross profit impact has been most noticeable in our European, Canadian and Japanese businesses.
Our gross profits may not be comparable to those of other companies in our industry because some entities include all of the costs related to their distribution network in cost of sales. Some companies such as ours, however, have chosen to include these expenses as a component of selling, general and administrative expense.
Selling, General and Administrative Expense: Selling, general and administrative expense (“SG&A”) includes all costs associated with our design, marketing, distribution and corporate functions including depreciation and amortization.
SG&A expense increased $38.2 million, or 15.1%, to $290.5 million in 2004 from $252.3 million in 2003. Selling expenses increased $15.0 million, or 16.4%, while general and administrative expenses increased $23.2 million, or 14.4%. As a percentage of net sales, SG&A expense was flat at 26.5% for each of 2004 and 2003.
Selling expenses remained essentially flat as a percentage of net sales at 9.7% and 9.6% in 2004 and 2003, respectively, as advertising, promotional, and commission related expenses remained constant as a percentage of net sales.
The increase in general and administrative expenses was primarily due to a $19.3 million increase in personnel and an $8.7 million increase in travel and other operating expenses, including professional fees, which were partially offset by a $4.8 million decrease in depreciation expense. The increase in personnel costs was partially attributable to increased headcount and contract labor to support increased unit sales volume and our new distribution center in Kentucky. Increased headcount at our corporate and subsidiary offices to support the higher levels of sales also resulted in increased personnel spending. The increase in travel expense was a function of increased headcount as well as increased international travel as our business matures outside the United States. Professional fees increased due to increased legal, audit and consulting fees, many of which were associated with requirements of the Sarbanes-Oxley Act. Depreciation and amortization included in SG&A totaled $18.0 million for 2004 compared to $22.8 million for 2003. The decrease was primarily related to some assets in the United States becoming fully depreciated.
Net Licensing Income: As our licensees have continued to gain momentum in the market place with the sale of our branded products, our licensing arrangements have produced highly profitable income for us. We derive net licensing income from income that we earn through licensing our trademarks across a range of categories that complement our current product offerings.
For 2004, we recognized licensing income from fourteen licensees. Products distributed by the licensees included socks, bags, packs, leather, eyewear, watches, camping gear, home furnishings and other accessories.
Net licensing income increased $2.2 million, or 122.2%, to $4.0 million in 2004 from $1.8 million in 2003. Licensing income in 2004 was led by Columbia licensed socks, followed by bags, eyewear, leather accessories and camping gear.
Interest Income and Expense: Interest income was $4.1 million in 2004 compared to $2.1 million in 2003. The increase in interest income was due to the higher cash balance and higher interest rate environment compared to the same period in 2003. Interest expense decreased to $0.6 million in 2004 from $1.6 million in 2003. The decrease in interest expense was attributable to an increase in capitalized interest of $0.8 million primarily related to the construction of the distribution center in Kentucky and repayments of notes payable and long-term debt.
Income Tax Expense: The provision for income taxes increased to $76.3 million in 2004 from $70.5 million in 2003. The reduction in the effective tax rate from 37.0% to 35.5% was due to several factors, including changes in the geographic mix of taxable income as some of our international subsidiary growth rates exceeded our United States growth rates coupled with reductions in our overall state income tax expense.
Liquidity and Capital Resources
Our primary ongoing funding requirements are to finance working capital and for the continued growth of the business. We financed our operations for the year ended December 31, 20052006 primarily through cash provided by operating activities. At December 31, 2005,2006, we had total cash and cash equivalents of $101.1$64.9 million compared to $130.0$101.1 million at December 31, 2004.2005. Cash provided by operating activities was $157.1 million in 2006 compared to $135.2 million in 2005 compared to $93.7 million in 2004.2005. The increase in cash provided by operating activities was the result of an increasea higher level of cash receipts from customers, due in accounts payablepart from earlier timing of shipments and income taxes payable, coupled with a smaller increase in accounts receivable compared torelated collections during the increase in accounts receivable asfourth quarter of December 31, 2004.2006.
Our primary capital requirements are for working capital, investing activities associated with the expansion of our global operations and general corporate needs. Net cash used in investing activities was $81.1 million in 2006 compared to $37.5 million in 2005. In 2006, our investing activities primarily consisted of $50.9 million used for capital expenditures and $33.7 million used for the acquisitions of Montrail and Pacific Trail, net of
2005 compared$1.7 million for the sale of the acquired Dockers licenses. Capital expenditures in 2006 mostly related to $43.6 millionthe expansion of our distribution center in 2004.Cambrai, France and the upgrade of our distribution center in Portland, Oregon. In 2005, our investing activities primarily consisted of $36.5 million used for capital expenditures related to Rivergate and Cambrai distribution center projects and $1.6 million used for the acquisition of the net assets of our Swiss distributor, Tecnisport. Capital expenditures mostly related to the enhancement of our Rivergate distribution center in Portland, Oregon and the expansion of our European distribution center in Cambrai, France. In 2004, our investing activities primarily consisted of $44.5 million used for capital expenditures, including approximately $30.3 related to the construction of our distribution center in Kentucky.
Cash used in financing activities was $113.4 million in 2006 and $120.8 million in 20052005. In 2006, net cash used in financing activities included the repurchase of common stock at an aggregate price of $75.5 million, the net repayments of notes payable of $42.9 million and $29.3of long-term debt of $13.8 million in 2004.and payment of a dividend of $5.0 million, partially offset by the proceeds from the issuance of common stock under employee stock plans of $21.7 million. In 2005, net cash used in financing activities was forincluded the repurchase of common stock at an aggregate price of $165.8 million and the net repayment of long-term debt of $5.6 million, offset by the net proceeds of notes payable of $39.8 million and the proceeds from the saleissuance of common stock under employee stock plans of $10.8 million. In 2004, net cash used in financing activities was for the repurchase of common stock at an aggregate price of $43.1 million and the repayment of long-term debt of $4.6 million, partially offset by proceeds from the sale of stock under employee stock plans of $18.4 million.
To fund our domestic working capital requirements, we have available unsecured revolving lines of credit with aggregate seasonal limits ranging from $50 million to $125 million, of which $25 million to $100 million is committed. At December 31, 2005,2006, no domestic balance was outstanding under these lines of credit. Internationally, our subsidiaries have local currency operating lines in place guaranteed by us with a combined limit of approximately $102.1$110.1 million at December 31, 2005.2006, of which $4.1 million is designated as a European customs guarantee. At December 31, 2005, $39.72006, $3.6 million was outstanding under these linesthe Japanese line of credit.
We expect to fund our future capital expenditures with existing cash and cash provided by operations. If the need arises for additional expenditures, we may need to seek additional funding. Our ability to obtain additional financing will depend on many factors, including prevailing market conditions, our financial condition, and our ability to negotiate favorable terms and conditions. Financing may not be available on terms that are acceptable or favorable to us, if at all.
Our operations are affected by seasonal trends typical in the outdoor apparel industry, and have historically resulted in higher sales and profits in the third calendar quarter. This pattern has resulted primarily from the timing of shipments to wholesale customers for the fall outerwear season. We believe that our liquidity requirements for at least the next 12 months will be adequately covered by existing cash, cash provided by operations and existing short-term borrowing arrangements.
The following table presents our estimated contractual commitments (in thousands):
| Year ending December 31, | |||||||||||||||||||||
| 2006 | 2007 | 2008 | 2009 | 2010 | Thereafter | Total | |||||||||||||||
Debt repayments (1) | $ | 6,554 | $ | 3,571 | $ | 3,571 | $ | — | $ | — | $ | — | $ | 13,696 | |||||||
Other (2) | 598 | 243 | 23 | 6 | — | — | 870 | ||||||||||||||
Operating leases (3): | |||||||||||||||||||||
Non-related parties | 6,683 | 5,429 | 4,819 | 1,760 | 964 | 8,572 | 28,227 | ||||||||||||||
Related party | 501 | 501 | 501 | 501 | 501 | 501 | 3,006 | ||||||||||||||
| Year ending December 31, | |||||||||||||||||||||
| 2007 | 2008 | 2009 | 2010 | 2011 | Thereafter | Total | |||||||||||||||
Line of credit | $ | 3,624 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 3,624 | |||||||
Installment payments (1) | 159 | 130 | 6 | — | — | — | 295 | ||||||||||||||
Operating leases (2): | |||||||||||||||||||||
Non-related parties | 8,598 | 6,588 | 3,924 | 2,712 | 1,628 | 9,132 | 32,582 | ||||||||||||||
Related party | 499 | 499 | 499 | 499 | 499 | — | 2,495 | ||||||||||||||
| (1) |
| These operating lease commitments are not reflected on the consolidated balance sheet under GAAP. |
Off-Balance Sheet Arrangements
We maintain unsecured and uncommitted lines of credit with a combined limit of $225.0 million at December 31, 2005,2006, available for issuing letters of credit. At December 31, 2005,2006, we had letters of credit outstanding of $43.3$26.4 million issued for purchase orders for inventory.
Quantitative and Qualitative Disclosures About Market Risk
WeIn the normal course of business, our financial position and results of operations are exposedroutinely subject to marketa variety of risks, from fluctuations of foreign currency exchange rates and interest rates as a result of our international sales, production and funding requirements. Our policy is to use financial instruments to reduceincluding market risk where internal nettingassociated with interest rate movements on borrowings and investments and currency rate movements on non-U.S. dollar denominated assets, liabilities and income. We regularly assess these risks and have established policies and business practices that should result in an appropriate level of protection against the adverse effect of these and other strategies cannot be effectively employed. Foreign currency and interest rate transactions are used only to the extent considered necessary to meet our objectives.potential exposures. We do not enter into foreign currency or interest rate transactions for speculative purposes.
Our foreign currency risk management objective is to protect cash flows resulting from production purchases, intercompany transactions and other costs from exchange rate movements. We manage this risk primarily by using forward exchange contracts and options to hedge various firm as well as anticipated commitments and the related receivables and payables, including third party or intercompany transactions. Anticipated, but not yet firmly committed, transactions that we hedge carry a high level of certainty and are expected to be recognized within one year. We use cross-currency swaps to hedge foreign currency denominated payments related to intercompany loan agreements. Hedged transactions are denominated primarily in the Euro, Japanese yen and Canadian dollars.
The fair value of our hedging contracts was unfavorable by approximately $0.9 million at December 31, 2006 and favorable by approximately $0.5 million at December 31, 2005 and unfavorable by approximately $5.0 million at December 31, 2004.2005. A 10% change in the Euro, Japanese yen and Canadian dollar exchange rates would have resulted in the fair value fluctuating approximately $4.4$8.9 million at December 31, 20052006 and $8.1$5.1 million at December 31, 2004.2005. Changes in fair value, resulting from foreign exchange rate fluctuations, would be substantially offset by the change in value of the underlying hedged transactions.
Our exposure to market risk for changes in interest rates relates primarily to our debt obligations. We have no exposure due to interest rate changes on our $7.4$0.1 million and $12.6$7.4 million of long-term debt at December 31, 20052006 and 2004,2005, respectively. We do, however, have cash flow exposure on our committed and uncommitted bank lines of credit because interest on those lines floats and is based on LIBOR and other interest rate indices. However, at December 31, 2006, our bank lines of credit had a $3.6 million balance and thus no material interest rate exposure existed.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.GAAP. The preparation of these financial statements requires us to make various estimates and judgments that affect reported amounts of assets, liabilities, sales, cost of sales and expenses and related disclosure of contingent assets and liabilities. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies and estimates. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies. We base our ongoing estimates on historical experience and other various assumptions that we believe to be reasonable under the circumstances. Many of these critical accounting policies affect working capital account balances, including the policy for revenue recognition, the allowance for uncollectible accounts receivable, the provision for potential excess, close-out and slow moving inventory, product warranty, income taxes and income taxes.stock-based compensation.
Management and our independent auditors regularly discuss with our audit committee each of our critical accounting estimates, and the development and selection of these accounting estimates, and the disclosure about each estimate in Management’s Discussion and Analysis of Financial Condition and Results of Operations. These
discussions typically occur at our quarterly audit committee meetings and include the basis and methodology used in developing and selecting these estimates;estimates, the trends in and amounts of these estimates;estimates, specific matters affecting the amount of and changes in these estimates, and any other relevant matters related to these estimates, including significant issues concerning accounting principles and financial statement presentation.
Revenue Recognition
We record wholesale and licensed product revenues when title passes and the risks and rewards of ownership have passed to the customer, based on the terms of sale. Title generally passes upon shipment or upon receipt by the customer depending on the country of the sale and the agreement with the customer. Retail store revenues are recorded at the time of sale.
In some countries outside of the United States where title passes upon receipt by the customer, predominantly where we sell directly in Western Europe, precise information regarding the date of receipt by the customer is not readily available. In these cases, we estimate the date of receipt by the customer based on historical and expected delivery times by geographic location. We periodically test the accuracy of these estimates based on actual transactions. Delivery times vary by geographic location, generally from one to fourfive days. To date, we have found these estimates to be materially accurate.
At the time of revenue recognition, we also provide for estimated sales returns and miscellaneous claims from customers as reductions to revenues. The estimates are based on historical rates of product returns and claims. However, actual returns and claims in any future period are inherently uncertain and thus may differ from the estimates. If actual or expected future returns and claims are significantly greater or lower than the reserves that had beenwe have established, we wouldwill record a reduction or increase to net revenues in the period in which we mademake such a determination. Over the three year period endingended December 31, 2005,2006, our actual annual sales returns and miscellaneous claims from customers have beenwere less than two percent of net sales. The allowance for outstanding sales returns and miscellaneous claims from customers was approximately $5.7 million and $5.5 million as of December 31, 2005 and 2004, respectively.
Allowance for Uncollectible Accounts Receivable
We make ongoing estimates forof the uncollectibility of our accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the allowance, we consider our historical level of credit losses and we make judgments about the creditworthiness of customers based on ongoing credit evaluations. We analyze specific customer accounts, customer concentrations, credit insurance coverage, current economic trends, and changes in customer payment terms. Because we cannot predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from our estimates. If the financial condition of our customers were to deteriorate,deteriorates, resulting in their inability to make payments, a larger allowance couldmay be required. If we determine that a smaller or larger allowance is appropriate, we wouldwill record a credit or a charge to SG&A expense in the period in which we made themake such a determination.
Inventory Obsolescence and Product Warranty
We make ongoing estimates of potential future excess, close-out or slow moving inventory and product warranty costs. We identify our excess inventory, a component of which is planned, and evaluate our purchase commitments, sales forecasts, and historical experience, and make provisions as necessary to properly reflect inventory value at the lower of cost or estimated market value. When evaluatingwe evaluate our reserve for warranty costs, we consider our historical claim rates by season, product mix, current economic trends, and the historical cost to repair, replace, or refund the original sale. If we determine that a smaller or larger reserves arereserve is appropriate, we wouldwill record a credit or a charge to cost of sales in the period we made themake such a determination.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, we recognize income tax expense is recognized for the amount of taxes payable or refundable for the current year and for the amount of deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Management mustWe make assumptions, judgments and estimates to determine our current provision for income taxes, and also our deferred tax assets and liabilities, and any valuation allowance to be recorded against a deferred tax asset. Our judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly impactaffect the amounts provided for income taxes in our consolidated financial statements. Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years could rendercause our current assumptions, judgments and estimates of recoverable net deferred taxes to be inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates, thuswhich could materially impactingaffect our financial position and results of operations.
On a quarterly basis, we estimate what our effective tax rate will be for the full fiscal year and record aan appropriate quarterly income tax provision, in accordance with the anticipated effective rate. As the calendar year progresses, we periodically refine our estimate based on actual events and earnings by jurisdiction during the year. This ongoing estimation process can result in changes to our expected effective tax rate for the full calendar year. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs so that theour year-to-date provision equals theour expected annual effective tax rate.
Recent Accounting PronouncementsStock-Based Compensation
In May 2005,Effective January 1, 2006, we adopted the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and FASB Statement No. 3”(“SFAS No. 154”).SFAS No. 154 requires the retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or cumulative effect of the accounting change. SFAS No. 154 also requires that a change in depreciation, amortization, or depletion method for long-lived non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not expect the adoption of this statement to have a material effect on our financial position, results of operations or cash flows.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment”, which is a revisionfair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 123(R) supersedes Accounting Principles Board (“APB”) Opinion 25, “Accounting for Stock Issued to Employees”, and amends SFAS No. 95, “Statement of Cash Flows.” Generally, the approach in SFAS No. 123(R)123R, under which compensation expense is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payment to employees, including grants of employee stock options, to be recognized in the income statement based on theirConsolidated Statement of Operations for the fair values. Pro forma disclosure is no longer an alternative.value of employee stock-based compensation. We have elected the modified-prospective transition method as permitted by SFAS 123(R) is effective for calendar year companies forNo. 123R and, accordingly, prior periods have not been restated to reflect the effect of SFAS No. 123R. The modified-prospective transition method requires that stock-based compensation expense recognized in the Consolidated Statement of Operations include (1) amortization of all stock-based awardscompensation granted on or after January 1, 2006. In addition, calendar year companies must also recognize compensation expense relatedprior to, any awards that arebut not fully vested as of January 1, 2006. We are required to apply SFAS No. 123(R) as of January 1, 2006.
SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods: (1) a “modified prospective” method in which compensation cost is recognized beginning with the effective date (a)2006, based on the requirements of SFAS No. 123(R) for all share-based payments granted aftergrant date fair value estimated in accordance with the effective date and (b) based on the requirementsoriginal provisions of SFAS No. 123 forand (2) amortization of all awardsstock-based payments granted subsequent to employees prior toJanuary 1, 2006, based on the effective
grant date fair value estimated in accordance with the provisions of SFAS No. 123(R) that remain unvested on123R. Prior to the effective date; or (2) a “modified retrospective” method which includes the requirementsadoption of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption. We plan to adopt SFAS No. 123(R) using the modified prospective method.
As permitted by SFAS No. 123,123R, we had historically accounted for share-based payments to employeesstock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25, and as such, generally recognizedrelated interpretations.Accordingly, under APB Opinion No. 25, no compensation cost forexpense was recognized because the exercise price of our employee stock options. Accordingly,options was equal to the adoptionmarket price of the underlying stock on the date of grant. We applied the disclosure provisions of SFAS No. 123(R)’s123,Accounting for Stock Based Compensation, as amended by SFAS No. 148,Accounting for Stock Based Compensation—Transition and Disclosure, as if the fair value method will have a significant effect on our future results of operations, although we do not expect that it will have a significant impact on our overall financial position. The impact of adoption ofhad been applied in measuring compensation expense.
As allowed under SFAS No. 123(R) cannot be predicted with certainty at this time because it will depend on levels123R, we estimate stock-based compensation for stock options granted using the Black-Scholes option-pricing model, which requires various highly subjective assumptions, including volatility and expected option life. In addition, pursuant to SFAS No. 123R, we estimate forfeitures when calculating stock-based compensation expense, rather than accounting for forfeitures as incurred, which was our previous method. If any of share-based payments grantedthese inputs or assumptions changes significantly, stock-based compensation expense may differ materially in the future but we would anticipate compensationfrom the expense recorded in the current period. See Note 13 for additional details.
Recent Accounting Pronouncements
In September 2006, for stock options to approximate historical pro forma amounts as presented in Note 2, under the caption “Stock-based compensation.”Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R) also158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R). SFAS No. 158 requires the benefitsa company to recognize an asset for a defined benefit pension or postretirement plan’s overfunded status or a liability for a plan’s underfunded status in its statement of tax deductionsfinancial position, and to recognize changes in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current accounting literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. Although we cannot estimate what those amounts will bethat funded status through other comprehensive income in the future (because they depend on, among other things, when employees exercise stock options),year in which the changes occur. SFAS No. 158 will not change the amount of operating cash flowsnet periodic benefit expense recognized in prior periods for such excess tax deductions were $4.6 million, $6.8 million, and $7.5 million in 2005, 2004 and 2003, respectively.
In December 2004, the FASB issueda company’s results of operations. SFAS No. 153, “Exchange of Nonmonetary Assets – An Amendment of Accounting Principles Board (“APB”) Opinion No. 29.” SFAS No. 153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29 and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153158 is effective for the fiscal periods beginningyears ending after JuneDecember 15, 2005.2006. The adoption of this statement did not have a material effect on our financial position, results of operations or cash flows.
In November 2004,September 2006, the FASB issued SFAS No. 151, “Inventory Costs – An Amendment of Accounting Research Bulletin (“ARB”) No. 43, Chapter 4.”157,Fair Value Measurements. SFAS No. 151 requires abnormal amounts157 establishes a framework for measuring the fair value of inventory costs relatedassets and liabilities. This framework is intended to idle facility, freight, handling costs and wasted material (spoilage) expenses to be recognized as current period charges. In addition,increase consistency in how fair value determinations are made under various existing accounting standards that permit, or in some cases require, estimates of fair market value. SFAS No. 151 requires that157 also expands financial statement disclosure requirements about a company’s use of fair value measurements, including the allocationeffect of fixed production overheads to the costs of conversion be basedsuch measures on the normal capacity of the production facilities.earnings. SFAS No. 151157 is effective for the fiscal years beginning after JuneNovember 15, 2005.2007, and interim periods within those fiscal years. We do not expect the adoption of this statement to have a material effect on our consolidated financial position and results of operations.
In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). The intent of SAB 108 is to reduce diversity in practice for the method companies use to quantify financial statement misstatements, including the effect of prior year uncorrected errors. SAB 108 establishes an approach that requires quantification of financial statement errors using both an income statement and a cumulative balance sheet approach. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of this statement did not have a material effect on our financial position, results of operations or cash flows.
In July 2006, the FASB issued Financial Accounting Standards Interpretation No. 48 (“FIN 48”),Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.FIN 48 creates a single model to address accounting for uncertainty in tax positions and clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The cumulative effect of adopting FIN 48 will be recorded in retained earnings. We have not yet determined the effect, if any, that the adoption of FIN 48 will have; however, we do not expect the adoption of FIN 48 to have a material effect on our consolidated financial position and results of operations.
Forward Looking Statements
This Annual Report, including Item 1 of Part I and Items 7 and 7(A)7A of Part II, contains forward-looking statements. Forward-looking statements include any statements related to our expectations regarding future performance conditions or conditions,market position, including any statements regarding anticipated sales growth across markets, distribution channels and product categories, access to raw materials and factory capacity, and financing and working capital requirements and resources. These forward-looking statements, and others we make from time to time, are subject to a number of risks and uncertainties. Many factors could cause actual results to differ materially from those projected in forward-looking statements, including the risks described in Item 1(A) “Risk1A, Risk Factors.” We do not undertake any duty to update forward-looking statements after the date they are made or to conform them to actual results or to changes in circumstances or expectations.
Item 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The information required by this item is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein by this reference.
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, 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 assure that assets are safeguarded from unauthorized use or disposition and which provide for the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America. 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 recommending to the Board of Directors the appointment of the independent accountants and reviews with the independent accountants 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.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Columbia Sportswear Company:Company
Portland, Oregon
We have audited the accompanying consolidated balance sheets of Columbia Sportswear Company and subsidiaries (the “Company”) as of December 31, 20052006 and 2004,2005, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2005.2006. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20052006 and 2004,2005, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2005,2006, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for stock-based compensation upon adoption of Statement of Financial Accounting Standard, No. 123(R), “Share-Based Payment”.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005,2006, based on the criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 20066, 2007 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
DELOITTE & TOUCHE LLP
Portland, Oregon
March 14, 20066, 2007
COLUMBIA SPORTSWEAR COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
| December 31, | December 31, | |||||||||||
| 2005 | 2004 | 2006 | 2005 | |||||||||
| ASSETS | ||||||||||||
Current Assets: | ||||||||||||
Cash and cash equivalents | $ | 101,091 | $ | 130,023 | $ | 64,880 | $ | 101,091 | ||||
Short-term investments | 159,075 | 160,205 | 155,170 | 159,075 | ||||||||
Accounts receivable, net (Note 2) | 287,403 | 267,653 | 285,942 | 284,029 | ||||||||
Inventories, net (Note 4) | 185,870 | 165,426 | 212,323 | 185,870 | ||||||||
Deferred income taxes (Note 10) | 21,674 | 22,190 | 26,740 | 21,674 | ||||||||
Prepaid expenses and other current assets | 11,151 | 10,536 | 12,713 | 11,387 | ||||||||
Total current assets | 766,264 | 756,033 | 757,768 | 763,126 | ||||||||
Property, plant, and equipment, net (Note 5) | 165,752 | 155,013 | 199,426 | 165,752 | ||||||||
Intangibles and other assets (Note 2) | 26,103 | 26,241 | 52,681 | 26,103 | ||||||||
Goodwill (Note 2) | 12,659 | 12,157 | 17,498 | 12,659 | ||||||||
Total assets | $ | 970,778 | $ | 949,444 | $ | 1,027,373 | $ | 967,640 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
Current Liabilities: | ||||||||||||
Notes Payable (Note 6) | $ | 39,727 | $ | — | ||||||||
Notes payable (Note 6) | $ | 3,624 | $ | 39,727 | ||||||||
Accounts payable | 91,390 | 78,309 | 88,107 | 82,838 | ||||||||
Accrued liabilities (Note 7) | 49,518 | 49,789 | 64,379 | 54,932 | ||||||||
Deferred income taxes (Note 10) | 1,416 | 1,763 | 948 | 1,416 | ||||||||
Income taxes payable | 23,110 | 11,819 | 31,523 | 23,110 | ||||||||
Current portion of long-term debt (Note 8) | 7,152 | 5,216 | 159 | 7,152 | ||||||||
Total current liabilities | 212,313 | 146,896 | 188,740 | 209,175 | ||||||||
Long-term debt and other liabilities (Note 8) | 7,414 | 12,636 | 136 | 7,414 | ||||||||
Deferred income taxes (Note 10) | 8,261 | 9,662 | 7,794 | 8,261 | ||||||||
Total liabilities | 227,988 | 169,194 | 196,670 | 224,850 | ||||||||
Commitments and contingencies (Note 12) | ||||||||||||
Shareholders’ Equity: | ||||||||||||
Preferred stock; 10,000 shares authorized; none issued and outstanding | — | — | — | — | ||||||||
Common stock; 125,000 shares authorized; 36,863 and 40,126 issued and outstanding (Note 9) | 13,104 | 164,317 | ||||||||||
Retained earnings | 704,724 | 573,988 | ||||||||||
Common stock (no par value); 125,000 shares authorized; 35,998 and 36,863 issued and outstanding (Note 9) | 24,370 | 13,104 | ||||||||||
Retained earnings (Note 9) | 771,939 | 704,724 | ||||||||||
Accumulated other comprehensive income (Note 15) | 24,962 | 41,945 | 34,394 | 24,962 | ||||||||
Total shareholders’ equity | 742,790 | 780,250 | 830,703 | 742,790 | ||||||||
Total liabilities and shareholders’ equity | $ | 970,778 | $ | 949,444 | $ | 1,027,373 | $ | 967,640 | ||||
See accompanying notes to consolidated financial statements.
COLUMBIA SPORTSWEAR COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||
Net sales | $ | 1,155,791 | $ | 1,095,307 | $ | 951,786 | $ | 1,287,672 | $ | 1,155,791 | $ | 1,095,307 | ||||||||||||
Cost of sales | 652,036 | 597,373 | 511,101 | 746,617 | 652,036 | 597,373 | ||||||||||||||||||
Gross profit | 503,755 | 497,934 | 440,685 | 541,055 | 503,755 | 497,934 | ||||||||||||||||||
Selling, general, and administrative expense | 322,197 | 290,538 | 252,307 | 366,768 | 322,197 | 290,538 | ||||||||||||||||||
Net licensing income | (4,408 | ) | (4,032 | ) | (1,811 | ) | (5,486 | ) | (4,408 | ) | (4,032 | ) | ||||||||||||
Income from operations | 185,966 | 211,428 | 190,189 | 179,773 | 185,966 | 211,428 | ||||||||||||||||||
Interest income | (6,381 | ) | (4,052 | ) | (2,107 | ) | (6,773 | ) | (6,381 | ) | (4,052 | ) | ||||||||||||
Interest expense | 1,492 | 559 | 1,627 | 1,211 | 1,492 | 559 | ||||||||||||||||||
Income before income tax | 190,855 | 214,921 | 190,669 | 185,335 | 190,855 | 214,921 | ||||||||||||||||||
Income tax expense (Note 10) | 60,119 | 76,297 | 70,548 | 62,317 | 60,119 | 76,297 | ||||||||||||||||||
Net income | $ | 130,736 | $ | 138,624 | $ | 120,121 | $ | 123,018 | $ | 130,736 | $ | 138,624 | ||||||||||||
Earnings per share: | ||||||||||||||||||||||||
Basic | $ | 3.39 | $ | 3.44 | $ | 3.01 | $ | 3.39 | $ | 3.39 | $ | 3.44 | ||||||||||||
Diluted | 3.36 | 3.40 | 2.96 | 3.36 | 3.36 | 3.40 | ||||||||||||||||||
Weighted average shares outstanding (Note 14): | ||||||||||||||||||||||||
Basic | 38,549 | 40,266 | 39,953 | 36,245 | 38,549 | 40,266 | ||||||||||||||||||
Diluted | 38,943 | 40,812 | 40,591 | 36,644 | 38,943 | 40,812 | ||||||||||||||||||
See accompanying notes to consolidated financial statements.
COLUMBIA SPORTSWEAR COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||
Cash provided by (used in) operating activities: | ||||||||||||||||||||||||
Net income | $ | 130,736 | $ | 138,624 | $ | 120,121 | $ | 123,018 | $ | 130,736 | $ | 138,624 | ||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||||||
Depreciation and amortization | 23,546 | 18,628 | 23,065 | 23,547 | 23,546 | 18,628 | ||||||||||||||||||
Loss on disposal of property, plant, and equipment | 284 | 541 | 268 | 705 | 284 | 541 | ||||||||||||||||||
Deferred income tax provision | (1,385 | ) | (2,584 | ) | (4,002 | ) | (5,674 | ) | (1,385 | ) | (2,584 | ) | ||||||||||||
Stock-based compensation | 10,120 | — | — | |||||||||||||||||||||
Tax benefit from employee stock plans | 4,634 | 6,828 | 7,455 | 4,147 | 4,634 | 6,828 | ||||||||||||||||||
Excess tax benefit from employee stock plans | (2,148 | ) | — | — | ||||||||||||||||||||
Other | 302 | — | — | |||||||||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||||||||||
Accounts receivable | (25,366 | ) | (51,375 | ) | (30,825 | ) | 4,259 | (24,815 | ) | (49,508 | ) | |||||||||||||
Inventories | (22,873 | ) | (32,908 | ) | (16,635 | ) | (15,448 | ) | (22,873 | ) | (32,908 | ) | ||||||||||||
Prepaid expenses and other current assets | (691 | ) | (4,951 | ) | 439 | (898 | ) | 77 | (5,156 | ) | ||||||||||||||
Intangibles and other assets | 60 | (550 | ) | (279 | ) | (905 | ) | 60 | (550 | ) | ||||||||||||||
Accounts payable | 19,241 | 9,357 | 7,726 | 5,374 | 16,934 | 6,505 | ||||||||||||||||||
Accrued liabilities | (1,326 | ) | 7,783 | 5,194 | 3,323 | (338 | ) | 8,973 | ||||||||||||||||
Income taxes payable | 8,357 | 3,464 | 8,572 | 7,390 | 8,357 | 3,464 | ||||||||||||||||||
Other liabilities | — | 841 | — | — | — | 841 | ||||||||||||||||||
Net cash provided by operating activities | 135,217 | 93,698 | 121,099 | 157,112 | 135,217 | 93,698 | ||||||||||||||||||
Cash provided by (used in) investing activities: | ||||||||||||||||||||||||
Tecnisport net assets acquired, net of cash | (1,631 | ) | — | — | ||||||||||||||||||||
Mountain Hardwear net assets acquired, net of cash | — | — | (29,865 | ) | ||||||||||||||||||||
Purchases of short-term investments | (223,820 | ) | (679,195 | ) | (672,415 | ) | (346,615 | ) | (223,820 | ) | (679,195 | ) | ||||||||||||
Sales of short-term investments | 224,950 | 679,440 | 640,465 | 350,520 | 224,950 | 679,440 | ||||||||||||||||||
Capital expenditures | (36,542 | ) | (44,490 | ) | (17,118 | ) | (50,909 | ) | (36,542 | ) | (44,490 | ) | ||||||||||||
Acquisitions, net of cash acquired | (35,377 | ) | (1,631 | ) | — | |||||||||||||||||||
Proceeds from sale of licenses | 1,700 | — | — | |||||||||||||||||||||
Proceeds from sale of property, plant, and equipment | 68 | 40 | 103 | 106 | 68 | 40 | ||||||||||||||||||
Increase (decrease) in other liabilities | (551 | ) | 570 | — | ||||||||||||||||||||
Other liabilities | (559 | ) | (551 | ) | 570 | |||||||||||||||||||
Net cash used in investing activities | (37,526 | ) | (43,635 | ) | (78,830 | ) | (81,134 | ) | (37,526 | ) | (43,635 | ) | ||||||||||||
Cash provided by (used in) financing activities: | �� | |||||||||||||||||||||||
Proceeds from notes payable | 57,600 | 8,325 | 7,858 | 43,585 | 57,600 | 8,325 | ||||||||||||||||||
Repayments on notes payable | (17,825 | ) | (8,325 | ) | (17,804 | ) | (86,531 | ) | (17,825 | ) | (8,325 | ) | ||||||||||||
Repayment of Mountain Hardwear debt | — | — | (6,413 | ) | ||||||||||||||||||||
Proceeds from long-term debt | 1,025 | — | — | — | 1,025 | — | ||||||||||||||||||
Repayment on long-term debt | (6,615 | ) | (4,588 | ) | (4,504 | ) | (13,759 | ) | (6,615 | ) | (4,588 | ) | ||||||||||||
Proceeds from issuance of common stock | 10,770 | 18,362 | 16,072 | 21,712 | 10,770 | 18,362 | ||||||||||||||||||
Excess tax benefit from employee stock plans | 2,148 | — | — | |||||||||||||||||||||
Cash dividends paid | (5,026 | ) | — | — | ||||||||||||||||||||
Repurchase of common stock | (165,767 | ) | (43,061 | ) | (498 | ) | (75,490 | ) | (165,767 | ) | (43,061 | ) | ||||||||||||
Net cash used in financing activities | (120,812 | ) | (29,287 | ) | (5,289 | ) | (113,361 | ) | (120,812 | ) | (29,287 | ) | ||||||||||||
Net effect of exchange rate changes on cash | (5,811 | ) | 5,112 | 985 | 1,172 | (5,811 | ) | 5,112 | ||||||||||||||||
Net increase (decrease) in cash and cash equivalents | (28,932 | ) | 25,888 | 37,965 | (36,211 | ) | (28,932 | ) | 25,888 | |||||||||||||||
Cash and cash equivalents, beginning of year | 130,023 | 104,135 | 66,170 | 101,091 | 130,023 | 104,135 | ||||||||||||||||||
Cash and cash equivalents, end of year | $ | 101,091 | $ | 130,023 | $ | 104,135 | $ | 64,880 | $ | 101,091 | $ | 130,023 | ||||||||||||
Supplemental disclosures of cash flow information: | ||||||||||||||||||||||||
Cash paid during the year for interest, net of capitalized interest | $ | 1,525 | $ | 592 | $ | 1,658 | $ | 1,329 | $ | 1,525 | $ | 592 | ||||||||||||
Cash paid during the year for income taxes | 48,951 | 70,075 | 57,284 | 58,651 | 48,951 | 70,075 | ||||||||||||||||||
Supplemental disclosures of non-cash financing activities: | ||||||||||||||||||||||||
Assumption of debt from property acquisition | $ | 3,075 | $ | — | $ | — | $ | — | $ | 3,075 | $ | — | ||||||||||||
Assumption of Mountain Hardwear debt | — | — | 6,413 | |||||||||||||||||||||
Assumption of Montrail debt | 5,833 | — | — | |||||||||||||||||||||
See accompanying notes to consolidated financial statements.
COLUMBIA SPORTSWEAR COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
| Common Stock | Accumulated Other Comprehensive Income (Loss) | Unearned Portion of Restricted Stock Issued For Future Services | Comprehensive Income | Total | Common Stock | Retained Earnings | Accumulated Other Comprehensive Income | Comprehensive Income | Total | ||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Retained Earnings | Shares Outstanding | Amount | |||||||||||||||||||||||||||||||||||||||||||||
BALANCE, JANUARY 1, 2003 | 39,737 | $ | 159,996 | $ | 315,243 | $ | (1,156 | ) | $ | (1,364 | ) | $ | 472,719 | ||||||||||||||||||||||||||||||||||||
Components of comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income | 120,121 | $ | 120,121 | 120,121 | |||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | 24,535 | 24,535 | 24,535 | ||||||||||||||||||||||||||||||||||||||||||||||
Unrealized holding loss on derivative transactions, net | (102 | ) | (102 | ) | (102 | ) | |||||||||||||||||||||||||||||||||||||||||||
Comprehensive income | $ | 144,554 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise of employee stock options | 711 | 14,595 | 14,595 | ||||||||||||||||||||||||||||||||||||||||||||||
Tax benefit from stock plans | 7,455 | 7,455 | |||||||||||||||||||||||||||||||||||||||||||||||
Employee stock purchase program | 40 | 1,477 | 1,477 | ||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | (235 | ) | (1,335 | ) | (1,364 | ) | 29 | ||||||||||||||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2003 | 40,253 | 182,188 | 435,364 | 23,277 | — | 640,829 | |||||||||||||||||||||||||||||||||||||||||||
BALANCE, JANUARY 1, 2004 | 40,253 | $ | 182,188 | $ | 435,364 | $ | 23,277 | $ | 640,829 | ||||||||||||||||||||||||||||||||||||||||
Components of comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income | 138,624 | $ | 138,624 | 138,624 | — | — | 138,624 | — | $ | 138,624 | 138,624 | ||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | 19,238 | 19,238 | 19,238 | — | — | — | 19,238 | 19,238 | 19,238 | ||||||||||||||||||||||||||||||||||||||||
Unrealized holding loss on derivative transactions, net | (570 | ) | (570 | ) | (570 | ) | — | — | — | (570 | ) | (570 | ) | (570 | ) | ||||||||||||||||||||||||||||||||||
Comprehensive income | $ | 157,292 | — | — | — | — | $ | 157,292 | — | ||||||||||||||||||||||||||||||||||||||||
Exercise of employee stock options | 625 | 16,224 | 16,224 | 625 | 16,224 | — | — | 16,224 | |||||||||||||||||||||||||||||||||||||||||
Tax benefit from stock plans | 6,828 | 6,828 | — | 6,828 | — | — | 6,828 | ||||||||||||||||||||||||||||||||||||||||||
Employee stock purchase program | 46 | 2,138 | 2,138 | 46 | 2,138 | — | — | 2,138 | |||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | (798 | ) | (43,061 | ) | (43,061 | ) | (798 | ) | (43,061 | ) | — | — | (43,061 | ) | |||||||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2004 | 40,126 | 164,317 | 573,988 | 41,945 | — | $ | 780,250 | 40,126 | 164,317 | 573,988 | 41,945 | 780,250 | |||||||||||||||||||||||||||||||||||||
Components of comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income | 130,736 | $ | 130,736 | 130,736 | — | — | 130,736 | — | $ | 130,736 | 130,736 | ||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | (20,482 | ) | (20,482 | ) | (20,482 | ) | — | — | — | (20,482 | ) | (20,482 | ) | (20,482 | ) | ||||||||||||||||||||||||||||||||||
Unrealized holding gain on derivative transactions, net | 3,499 | 3,499 | 3,499 | — | — | — | 3,499 | 3,499 | 3,499 | ||||||||||||||||||||||||||||||||||||||||
Comprehensive income | $ | 113,753 | — | — | — | — | $ | 113,753 | — | ||||||||||||||||||||||||||||||||||||||||
Exercise of employee stock options | 382 | 9,679 | 9,679 | 382 | 9,679 | — | — | 9,679 | |||||||||||||||||||||||||||||||||||||||||
Tax benefit from stock plans | 4,634 | 4,634 | — | 4,634 | — | — | 4,634 | ||||||||||||||||||||||||||||||||||||||||||
Employee stock purchase program | 25 | 1,091 | 1,091 | 25 | 1,091 | — | — | 1,091 | |||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | (3,670 | ) | (165,767 | ) | (165,767 | ) | (3,670 | ) | (165,767 | ) | — | — | (165,767 | ) | |||||||||||||||||||||||||||||||||||
Reserve for tax benefit from IPO underwriting expenses | (850 | ) | (850 | ) | — | (850 | ) | — | — | (850 | ) | ||||||||||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2005 | 36,863 | $ | 13,104 | $ | 704,724 | $ | 24,962 | $ | — | $ | 742,790 | 36,863 | 13,104 | 704,724 | 24,962 | 742,790 | |||||||||||||||||||||||||||||||||
Components of comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | 123,018 | — | $ | 123,018 | 123,018 | ||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($0.14 per share) | — | — | (5,026 | ) | — | — | (5,026 | ) | |||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | 11,167 | 11,167 | 11,167 | |||||||||||||||||||||||||||||||||||||||||||
Unrealized holding loss on derivative transactions, net | — | — | — | (1,735 | ) | (1,735 | ) | (1,735 | ) | ||||||||||||||||||||||||||||||||||||||||
Comprehensive income | — | — | — | — | $ | 132,450 | — | ||||||||||||||||||||||||||||||||||||||||||
Exercise of employee stock options | 682 | 21,712 | — | — | 21,712 | ||||||||||||||||||||||||||||||||||||||||||||
Tax benefit from stock plans | — | 4,147 | — | — | 4,147 | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | 10,120 | — | — | 10,120 | ||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | (1,547 | ) | (24,713 | ) | (50,777 | ) | — | (75,490 | ) | ||||||||||||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2006 | 35,998 | $ | 24,370 | $ | 771,939 | $ | 34,394 | $ | 830,703 | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—BASIS OF PRESENTATION AND ORGANIZATION
Nature of the business:
Columbia Sportswear Company (the “Company”) is a global leader in the design, manufacture, marketing and distribution of active outdoor apparel, including outerwear, sportswear, footwear, equipmentrelated accessories and related accessories.equipment.
BasisPrinciples of presentation:consolidation:
The consolidated financial statements include the accounts of Columbia Sportswear Company and its wholly-owned subsidiaries (the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.
Estimates and assumptions:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results couldmay differ from these estimates and assumptions.
Reclassifications:
Certain reclassifications of amounts reported in the prior period financial statements have been made to conform to classifications used in the current period financial statements.
Dependence on key suppliers:
The Company’s products are produced by independent manufacturers worldwide. For 20052006 the Company sourced nearly all of its products outside the United States, principally in the Far East. The Company’s four largest factory groups accounted for approximately 14%15% of the Company’s total global production for 20052006 and another company produced substantially all of the zippers used in the Company’s products. From time to time, the Company has experiencedhad difficulty satisfying its raw material and finished goods requirements. Although the Company believes that it couldcan identify and qualify additional factories to produce these materials,products, the unavailability of some existing manufacturers for supply of these materials couldproducts may have a material adverse effect on the Company.
Concentration of credit risk:
The Company had one customer that accounted for approximately 11.3%10.8% and 12.5%11.3% of accounts receivable outstanding at December 31, 20052006 and 2004,2005, respectively.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents:
Cash and cash equivalents are stated at cost and include investments with maturities of three months or less at the date of acquisition. At December 31, 20052006 and 2004,2005, cash and cash equivalents were $101,091,000$64,880,000 and $130,023,000,$101,091,000, respectively, primarily consisting of money market funds and certificates of deposit.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Short-term investments:
Short-term investments consist of variable rate demand notes and obligations and municipal auction rate notes that generally mature up to 30 years from the purchase date. Investments with maturities beyond one year
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. All cash and short-term investments are classified as available-for-sale securities and are recorded at fair value with any unrealized gains and losses reported, net of tax, in other comprehensive income. Realized gains or losses are determined based on the specific identification method. The Company has no investments considered to be trading securities. The carrying value of available-for-sale securities approximates fair market value due to their short maturities.short-term interest rate reset periods.
Accounts receivable:
Accounts receivable have been reduced by an allowance for doubtful accounts. A summary of accounts which was $7,340,000 and $7,825,000 atreceivable for the years ended December 31 2005 and 2004, respectively. The provision for bad debt expense was $1,158,000, $1,882,000 and $2,325,000 in 2005, 2004 and 2003, respectively. The charges to the reserve were $1,643,000, $2,909,000 and $2,814,000 in 2005, 2004 and 2003, respectively.is as follows (in thousands):
| 2006 | 2005 | 2004 | ||||||||||
Balance at beginning of period | $ | 7,340 | $ | 7,825 | $ | 8,852 | ||||||
Provision for allowance for doubtful accounts | 409 | 1,158 | 1,882 | |||||||||
Deductions to the allowance | (1,017 | ) | (1,643 | ) | (2,909 | ) | ||||||
Balance at end of period | $ | 6,732 | $ | 7,340 | $ | 7,825 | ||||||
Inventories:
Inventories are carried at the lower of cost or market. Cost is determined using 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. Depreciation of buildings, machinery and equipment, furniture and fixtures and amortization of leasehold improvements is provided using the straight-line method over the estimated useful lives of the assets. The principal estimated useful lives are: buildings, 30 years; machinery and equipment, 3-6 years; and furniture and fixtures, 3-8 years. Leasehold improvements are amortized over the lesser of the estimated useful life of the improvement or the remaining term of the underlying lease.
The interest-carrying costs of capital assets under construction are capitalized based on the Company’s weighted average borrowing rates. Capitalized interest was $642,000, $351,000 and $996,000 in 2006, 2005 and $226,000 in 2005, 2004, and 2003, respectively.
Intangible assets:
Intangible assets with indefinite useful lives are not amortized and are periodically evaluated for impairment. Intangible assets that are determined to have finite lives are amortized over their useful lives.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes the Company’s identifiable intangible assets balance (in thousands):
| December 31, 2005 | December 31, 2004 | |||||||||||||
| Carrying Amount | Accumulated Amortization | Carrying Amount | Accumulated Amortization | |||||||||||
Intangible assets subject to amortization: | ||||||||||||||
Patents | $ | 1,200 | $ | (231 | ) | $ | 1,200 | $ | (147 | ) | ||||
Intangible assets not subject to amortization: | ||||||||||||||
Trademarks and trade names | $ | 22,071 | $ | 21,971 | ||||||||||
Goodwill | 12,659 | 12,157 | ||||||||||||
| $ | 34,730 | $ | 34,128 | |||||||||||
COLUMBIA SPORTSWEAR COMPANY
| December 31, 2006 | December 31, 2005 | |||||||||||||
| Carrying Amount | Accumulated Amortization | Carrying Amount | Accumulated Amortization | |||||||||||
Intangible assets subject to amortization: | ||||||||||||||
Patents | $ | 1,603 | $ | (381 | ) | $ | 1,200 | $ | (231 | ) | ||||
Intangible assets not subject to amortization: | ||||||||||||||
Trademarks and trade names | $ | 46,771 | $ | 22,071 | ||||||||||
Goodwill | 17,498 | 12,659 | ||||||||||||
| $ | 64,269 | $ | 34,730 | |||||||||||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Patents valued at $1,200,000 were acquired in the Mountain Hardwear acquisition in March 2003. Patents are subject to amortization over the lesser of 17 years from the date filed with the U.S. Patent and Trademark Office.Office or the estimated useful life of the patent. Patents valued at $1,200,000 were acquired in the Mountain Hardwear Inc. (“Mountain Hardwear”) acquisition in March 2003. A patent valued at $700,000 was acquired in the Montrail Inc. (“Montrail”) acquisition in January 2006. At the time of the acquisition, the remaining useful liveslife of these patents ranged from 13 to 15 years and the weighted average useful lifepatent was 14.3approximately 11 years. Amortization expense for intangible assets subject to amortization is estimated to be $84,000$175,000 in each of 2006, 2007, 2008, 2009, and 2010.2010, and $138,000 in 2011.
Other non-current assets totaled $3,063,000$4,688,000 and $3,217,000$3,063,000 at December 31, 20052006 and 2004,2005, respectively.
Impairment of long-lived and intangible assets:
Goodwill and intangible assets with indefinite useful lives are not amortized but instead are measured for impairment at least annually or when events indicate that an impairment exists. The Company reviews and tests its goodwill and intangible assets with indefinite useful lives for impairment in the fourth quarter of each year and when events or changes in circumstances indicate that the carrying amount of such assets may be impaired. Determination of fair value is based on estimated discounted future cash flows resulting from the use of the asset. The Company compares the estimated fair value of goodwill and intangible assets with indefinite useful lives to the carrying value. If the carrying value exceeds the estimate of fair value, the Company calculates impairment as the excess of the carrying value over the estimated fair value. The estimates of fair value estimates used in goodwill and indefinite-lived intangible asset tests are based on a number of factors, including assumptions and estimates for projected sales, income, cash flows, and other operating performance measures. These assumptions and estimates may change in the future due to changes in economic conditions, in the Company’s ability to meet sales and profitability objectives, or changes in the Company’s business operations or strategic direction.
Long livedThe Company has determined that its goodwill and intangible assets with indefinite useful lives at December 31, 2006 and 2005 were not impaired.
Long-lived and intangible assets that are determined to have finite lives are amortized over their useful lives and are measured for impairment only when events or circumstances indicate the carrying value may be impaired. In these cases, the Company estimates the future undiscounted cash flows to be derived from the asset to determine whether a potential impairment exists. If the carrying value exceeds the estimate of future undiscounted cash flows, the Company then calculates the impairment as the excess of the carrying value of the asset over the estimate of its fair value. Any impairment charge would beis classified as a component of selling, general, and administrative expense.
The Company has determined that its long-lived assets at December 31, 20052006 and 20042005 were not impaired. However, the Company conducted a review of intangible assets with finite lives in conjunction with its annual
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
impairment review of goodwill and indefinite-lived intangible assets during the fourth quarter of 2006. The Company concluded that a patent was impaired and that three patents required a change in useful lives. The impairment loss associated with the patent was not material and resulted from a reduction in anticipated future use of the patented item. The remaining carrying values will be amortized over the adjusted remaining useful lives, which average 5.5 years at December 31, 2006.
Deferred income taxes:
United States income taxes areIncome tax expense is provided currentlyat the U.S. tax rate on financial statement earnings, adjusted for the difference between the U.S. tax rate and the rate of tax in effect for non-U.S. earnings deemed to be permanently reinvested in the Company’s non-U.S. operations. Deferred income taxes have not been provided for the potential remittance of non-U.S. subsidiaries expectedundistributed earnings to the extent those earnings are deemed to be repatriated. The Company determines annuallypermanently reinvested, or to the amount of undistributed non-U.S. earnings to invest indefinitelyextent such recognition would result in its non-U.S. operations.a deferred tax asset. Deferred income taxes are provided for the expected tax consequences of temporary differences between the amounttax bases of assets and liabilities for financial and tax reporting purposes. Deferred tax assetstheir reported amounts. Valuation allowances are reduced by a valuation allowance when it is estimatedrecorded to be more likely than not that some portion of thereduce deferred tax assets to the amount that will more likely than not be realized.
Revenue Recognition:
The Company records wholesale and licensed product revenues when title passes and the risks and rewards of ownership have passed to the customer, based on the terms of sale. Title generally passes upon shipment or upon receipt by the customer depending on the country of the sale and the agreement with the customer. Retail store revenues are recorded at the time of sale.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In some countries outside of the United States where title passes upon receipt by the customer, predominantly where the Company sells direct in Western Europe, precise information regarding the date of receipt by the customer is not readily available. In these cases, the Company estimates the date of receipt by the customer based on historical and expected delivery times by geographic location. Delivery times vary by geographic location, generally from one to fourfive days. The Company periodically tests the accuracy of these estimates based on actual transactions. Delivery times vary by geographic location, generally from one to four days. To date, the Company has found these estimates to be materially accurate.
At the time of revenue recognition, the Company also provides for estimated sales returns and miscellaneous claims from customers as reductions to revenues. The estimates are based on historical rates of product returns and claims. However, actual returns and claims in any future period are inherently uncertain and thus may differ from the estimates. If actual or expected future returns and claims are significantly greater or lower than the reserves that had been established, the Company would record a reduction or increase to net revenues in the period in which it made such determination. Over the three year period ending December 31, 2005,2006, the Company’s actual annual sales returns and miscellaneous claims from customers have beenwere less than two percent of net sales. The allowance for outstanding sales returns and miscellaneous claims from customers was approximately $5,661,000$11,424,000 and $5,503,000$11,362,000 as of December 31, 20052006 and 2004,2005, respectively.
Cost of sales:
The expenses that are included in cost of sales include all direct product and conversion-related costs, and costs related to shipping, duties and importation. Product warranty costs and specific provisions for excess, close-out or slow moving inventory are also included in cost of sales.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Selling, general and administrative expense:
Selling, general and administrative expense consists of commissions, advertising, other selling costs, personnel relatedpersonnel-related costs, planning, receiving finished goods, warehousing, depreciation and other general operating expenses.
Shipping and handling costs:
Shipping and handling fees billed to customers are recorded as revenue. The direct costs associated with shipping goods to customers are recorded as cost of sales. Inventory planning, receiving and handling costs are recorded as a component of selling, general, and administrative expenses and were $45,271,000, $43,110,000$50,213,000, $46,556,000 and $39,335,000$38,877,000 for the years ended December 31, 2006, 2005 2004 and 2003,2004, respectively.
Foreign currency translation:
The assets and liabilities of the Company’s foreign subsidiaries have been translated into U.S. dollars using the exchange rates in effect at period end, and the net sales and expenses have been translated into U.S. dollars using average exchange rates in effect during the period. The foreign currency translation adjustments are included as a separate component of accumulated other comprehensive income (loss) in shareholders’ equity and are not currently adjusted for income taxes when they relate to indefinite net investments in non-U.S. operations.
Fair value of financial instruments:
Based on borrowing rates currently available to the Company for bank loans with similar terms and maturities, the fair value of the Company’s long-term debt approximates the carrying value. Furthermore, the
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
carrying value of all other financial instruments potentially subject to valuation risk (principally consisting of cash and cash equivalents, short-term investments, accounts receivable and accounts payable) also approximate fair value because of their short-term maturities.
Derivatives:
The Company accounts for derivatives in accordance with SFASStatement of Financial Accounting Standards (“SFAS”) No. 133, “AccountingAccounting for Derivative Instruments and Hedging Activities”, as amended.
Substantially all foreign currency derivatives entered into by the Company qualify for and are designated as foreign-currency cash flow hedges, including those hedging foreign currency denominated firm commitments.
Changes in fair values of outstanding cash flow hedge derivatives that are highly effective are recorded in other comprehensive income, until earnings are affected by the variability of cash flows of the hedged transaction. In most cases amounts recorded in other comprehensive income will be released to earnings some time after maturity of the related derivative. The consolidated statement 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 transaction affects earnings. Unrealized derivative gains and losses recorded in current assets and liabilities and amounts recorded in other comprehensive income are non-cash items and therefore are taken into account in the preparation of the consolidated statement of cash flows based on their respective balance sheet classifications.
Stock-based compensation:
The Company has elected to follow the accounting provisions of Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees”, for stock-based compensation and to furnish the pro forma disclosures required under SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” No stock-based employee compensation cost is reflected in net income because all options granted under the Company’s plans had an exercise price no less than the market value of the underlying common stock on the date of the grant.
The following table illustrates the effect on net income and earnings per share ifEffective January 1, 2006, the Company had appliedadopted the fair value recognition provisions of SFAS No. 123 to stock-based123R,Share-Based Payment,under which compensation on a straight-line basis overexpense is recognized in the vesting period (in thousands, except per share amounts):Consolidated Statement of
| 2005 | 2004 | 2003 | |||||||
Net income, as reported | $ | 130,736 | $ | 138,624 | $ | 120,121 | |||
Add: Stock-based employee compensation expense included in reported net income, net of tax | — | — | — | ||||||
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax | 8,223 | 9,277 | 8,585 | ||||||
Pro forma net income | $ | 122,513 | $ | 129,347 | $ | 111,536 | |||
Earnings per share—basic | |||||||||
As reported | $ | 3.39 | $ | 3.44 | $ | 3.01 | |||
Pro forma | 3.18 | 3.21 | 2.79 | ||||||
Earnings per share—diluted | |||||||||
As reported | $ | 3.36 | $ | 3.40 | $ | 2.96 | |||
Pro forma | 3.14 | 3.17 | 2.75 | ||||||
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Operations for the fair value of employee stock-based compensation. The Company has elected the modified-prospective transition method as permitted by SFAS No. 123R and, accordingly, prior periods have not been restated to reflect the effect of SFAS No. 123R. The modified-prospective transition method requires that stock-based compensation expense recognized in the Consolidated Statement of Operations include (1) amortization of all stock-based compensation granted prior to, but not vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123 and (2) amortization of all stock-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123R. Prior to the adoption of SFAS No. 123R, the Company accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25,Accounting for Stock Issued to Employees, and related interpretations.Accordingly, under APB Opinion No. 25, no compensation expense was recognized because the exercise price of the Company’s employee stock options was equal to the market price of the underlying stock on the date of grant. The Company applied the disclosure provisions of SFAS No. 123,Accounting for Stock Based Compensation, as amended by SFAS No. 148,Accounting for Stock Based Compensation—Transition and Disclosure, as if the fair value method had been applied in measuring compensation expense.
As allowed under SFAS No. 123R, the Company estimates stock-based compensation for stock options granted using the Black-Scholes option-pricing model, which requires various highly subjective assumptions, including volatility and expected option life. In addition, pursuant to SFAS No. 123R, the Company estimates forfeitures when calculating stock-based compensation expense, rather than accounting for forfeitures as incurred, which was the Company’s previous method. If any of these inputs or assumptions changes significantly, stock-based compensation expense may differ materially in the future from the expense recorded in the current period. See Note 13 for additional details.
Advertising costs:
Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. Total advertising expense, including cooperative advertising costs, was $56,813,000, $51,145,000 $47,300,000 and $43,221,000$47,300,000 for the years ended December 31, 2006, 2005 2004 and 2003,2004, respectively.
Through cooperative advertising programs, the Company reimburses its wholesale customers for some of their costs of advertising the Company’s products based on various criteria, including the value of purchases from the Company and various advertising specifications. Cooperative advertising costs are included in expenses because the Company receives an identifiable benefit in exchange for the cost, the advertising couldmay be obtained from a party other than the customer, and the fair value of the advertising benefit can be reasonably estimated. Cooperative advertising costs were $16,942,000, $12,228,000 $12,132,000 and $9,328,000$12,132,000 for the years ended December 31, 2006, 2005 and 2004, and 2003, respectively.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Product warranty:
Some of the Company’s products carry limited warranty provisions for defects in quality and workmanship. A warranty reserve is established at the time of sale to cover estimated costs based on the Company’s history of warranty repairs and replacements and is recorded in cost of sales. A summary of accrued warranties for the years ended December 31 is as follows (in thousands):
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||
Balance at beginning of year | $ | 9,140 | $ | 8,642 | $ | 7,800 | ||||||||||||||||||
Balance at beginning of period | $ | 9,907 | $ | 9,140 | $ | 8,642 | ||||||||||||||||||
Charged to costs and expenses | 4,178 | 3,375 | 3,834 | 4,804 | 4,178 | 3,375 | ||||||||||||||||||
Claims settled | (3,411 | ) | (2,877 | ) | (2,992 | ) | (3,549 | ) | (3,411 | ) | (2,877 | ) | ||||||||||||
Balance at end of period | $ | 9,907 | $ | 9,140 | $ | 8,642 | $ | 11,162 | $ | 9,907 | $ | 9,140 | ||||||||||||
Recent Accounting Pronouncements:
In May 2005,September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 154, “Accounting Changes and Error Corrections—A Replacement of APB Opinion No. 20 and FASB Statement No. 3”(“SFAS No. 154”)158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R).SFAS No. 154158 requires the retrospective applicationa company to prior periods’recognize an asset for a defined benefit pension or postretirement plan’s overfunded status or a liability for a plan’s underfunded status in its statement of financial statements ofposition, and to recognize changes in accounting principle, unless it is impracticable to determine eitherthat funded status through other comprehensive income in the period-specific effects or cumulative effect ofyear in which the accounting change.changes occur. SFAS No. 154 also requires that a158 will not change the amount of net periodic benefit expense recognized in depreciation, amortization, or depletion method for long-lived non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle.an entity’s results of operations. SFAS No. 154158 is effective for accounting changes and corrections of errors made in fiscal years beginningending after December 15, 2005. The Company does not expect the adoption of this statement to have a material effect on the Company’s financial position, results of operations or cash flows.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment”, which is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 123(R) supersedes Accounting Principles Board (“APB”) Opinion 25, “Accounting for Stock Issued to Employees”, and amends SFAS No. 95, “Statement of Cash Flows.” Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payment to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. SFAS 123(R) is effective for calendar year companies for all stock-based awards granted on or after January 1, 2006. In addition, calendar year companies
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
must also recognize compensation expense related to any awards that are not fully vested as of January 1, 2006. The Company is required to apply SFAS No. 123(R) as of January 1, 2006.
SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods: (1) a “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date; or (2) a “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption. The Company plan to adopt SFAS No. 123(R) using the modified prospective method.
As permitted by SFAS No. 123, the Company had historically accounted for share-based payments to employees using the intrinsic value method prescribed in APB Opinion 25 and, as such, generally recognized no compensation cost for employee stock options. Accordingly, the adoption of SFAS No. 123(R)’s fair value method will have a significant effect on the Company’s future results of operations, although we do not expect that it will have a significant impact on the Company’s overall financial position. The impact of adoption of SFAS No. 123(R) cannot be predicted with certainty at this time because it will depend on levels of share-based payments granted in the future, but the Company would anticipate compensation expense in 2006 for stock options to approximate historical pro forma amounts as presented in Note 2, under the caption “Stock-based compensation.” SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current accounting literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. Although the Company cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows recognized in prior periods for such excess tax deductions were $4,634,000, $6,828,000, and $7,455,000 in 2005, 2004 and 2003, respectively.
In December 2004, the FASB issued SFAS No. 153, “Exchange of Nonmonetary Assets – An Amendment of Accounting Principles Board (“APB”) Opinion No. 29.” SFAS No. 153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29 and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for the fiscal periods beginning after June 15, 2005. The adoption of this statement did not have a material effect on the Company’s financial position, results of operations or cash flows.
In November 2004,September 2006, the FASB issued SFAS No. 151, “Inventory Costs – An Amendment of Accounting Research Bulletin (“ARB”) No. 43, Chapter 4.”157,Fair Value Measurements. SFAS No. 151 requires abnormal amounts157 establishes a framework for measuring the fair value of inventory costs relatedassets and liabilities. This framework is intended to idle facility, freight, handling costs and wasted material (spoilage) expenses to be recognized as current period charges. In addition,increase consistency in how fair value determinations are made under various existing accounting standards that permit, or in some cases require, estimates of fair market value. SFAS No. 151 requires that157 also expands financial statement disclosure requirements about a company’s use of fair value measurements, including the allocationeffect of fixed production overheads to the costs of conversion be basedsuch measures on the normal capacity of the production facilities.earnings. SFAS No. 151157 is effective for the fiscal years beginning after JuneNovember 15, 2005.2007, and interim periods within those fiscal years. The Company does not expect the adoption of this statement to have a material effect on its consolidated financial position and results of operations.
In September 2006, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 108,Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). The intent of SAB 108 is to reduce diversity in practice for the method companies use to quantify financial statement misstatements, including the effect of prior year uncorrected errors. SAB 108 establishes an approach that requires quantification of financial statement errors using both an income statement and a cumulative balance sheet approach. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of this statement did not have a material effect on the Company’s financial position, results of operations or cash flows.
In July 2006, the FASB issued Financial Accounting Standards Interpretation No. 48 (“FIN 48”),Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.FIN 48 creates a single model to address accounting for uncertainty in tax positions and clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The cumulative effect of adopting FIN 48 will be recorded in retained earnings. The Company has not yet determined the effect, if any, that the adoption of FIN 48 will have; however, the Company does not expect the adoption of FIN 48 to have a material effect on the consolidated financial position and results of operations.
NOTE 3—ACQUISITIONACQUISITIONS
On March 31, 2006, the Company acquired a group of trademarks from Pacific Trail, Inc. (“Pacific Trail”) and the London Fog Group, Inc., as a result of a bankruptcy auction, for $20,400,000. On March 31, 2006, the Company sold the acquired Dockers’ brand licenses formerly owned by the London Fog Group for $1,700,000. The Pacific Trail® brand is known for producing quality outerwear apparel at an exceptional value. Net intangible assets acquired from Pacific Trail consisted of $14,800,000 for the trademarks and $3,900,000 for goodwill. The $14,800,000 of purchase price allocated to the trademarks was determined by management, based in part on a third party appraisal using established valuation techniques.
On January 26, 2006, the Company acquired substantially all of the assets of Montrail for cash consideration of $15,000,000 plus the assumption of certain liabilities. The Montrail® brand is recognized as a premium outdoor footwear brand with a reputation for delivering technical, high performance trail running, hiking, and climbing footwear for outdoor enthusiasts. The acquisition was accounted for under the purchase method of accounting and the results of operations have been recorded in the Company’s consolidated financial statements since January 26, 2006. The cost of the acquisition was allocated on the basis of the estimated fair value of the assets acquired and the liabilities assumed. The effect of this acquisition was not material to the Company’s results of operations; therefore, pro forma financial information has not been included. The fair values of assets and liabilities acquired are presented below (in thousands):
Cash | $ | 23 | |
Accounts receivable | 1,778 | ||
Inventory | 6,878 | ||
Prepaids and other assets | 112 | ||
Property, plant and equipment | 597 | ||
Intangible assets | 12,139 | ||
Total assets acquired | 21,527 | ||
Accounts payable and accrued liabilities | 694 | ||
Note payable | 5,833 | ||
Total liabilities assumed | 6,527 | ||
Net assets acquired | $ | 15,000 | |
Intangible assets acquired from Montrail consisted of $10,000,000 for trademarks, $939,000 for goodwill, $700,000 for a patent and $500,000 for order backlog. The $11,200,000 of purchase price allocated to the trademark, patent and order backlog was determined by management, based in part on a third party appraisal using established valuation techniques. Patents are subject to amortization over the lesser of 17 years from the date filed with the U.S. Patent and Trademark Office or the estimated useful life. At the time of the acquisition, the remaining useful life of the patent was approximately 11 years. The order backlog was amortized over the period for which the orders were shipped in 2006. At December 31, 2006, the order backlog was fully amortized.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
On July 1, 2005, the Company acquired all outstanding shares of stock of its Swiss distributor, Tecnisport SA (“Tecnisport”), for a cash purchase price of approximately CHF 2,750,000 (US $2,146,000). The acquisition was accounted for under the purchase method of accounting and the results of operations of Tecnisport have been recorded in the Company’s consolidated financial statements beginning on July 1, 2005. The cost of the acquisition was allocated on the basis of the estimated fair value of the assets acquired and the liabilities assumed. The effect of this acquisition was not material to the Company’s results of operations; therefore, pro forma financial information has not been included. The fair values of assets and liabilities acquired are presented below (in thousands):
Cash | $ | 515 | |
Accounts receivable | 450 | ||
Inventory | 1,610 | ||
Prepaids and other assets | 120 | ||
Property, plant and equipment | 84 | ||
Goodwill | 502 | ||
Total assets acquired | 3,281 | ||
Accounts payable and accrued liabilities | 1,135 | ||
Total liabilities assumed | 1,135 | ||
Net assets acquired | $ | 2,146 | |
The goodwill isand trademarks acquired are not subject to amortization as this asset isbecause these assets are deemed to have an indefinite useful life. Goodwill will belives. These intangible assets are reviewed for impairment in accordance with SFAS No. 142, “GoodwillGoodwill and Other Intangible Assets.”Assets.
NOTE 4—INVENTORIES, NET
Inventories consist of the following (in thousands):
| December 31, | December 31, | |||||||||||
| 2005 | 2004 | 2006 | 2005 | |||||||||
Raw materials | $ | 2,643 | $ | 2,905 | $ | 2,219 | $ | 2,643 | ||||
Work in process | 8,288 | 8,323 | 10,664 | 8,288 | ||||||||
Finished goods | 174,939 | 154,198 | 199,440 | 174,939 | ||||||||
| $ | 185,870 | $ | 165,426 | $ | 212,323 | $ | 185,870 | |||||
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
NOTE 5—PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment consist of the following (in thousands):
| December 31, | December 31, | |||||||||||
| 2005 | 2004 | 2006 | 2005 | |||||||||
Land | $ | 12,918 | $ | 8,379 | $ | 13,012 | $ | 12,922 | ||||
Buildings | 99,230 | 74,906 | 102,035 | 99,226 | ||||||||
Machinery and equipment | 136,325 | 112,540 | 129,698 | 123,885 | ||||||||
Furniture and fixtures | 14,779 | 10,529 | 20,780 | 18,154 | ||||||||
Leasehold improvements | 5,655 | 10,873 | 15,395 | 14,719 | ||||||||
Construction in progress | 21,652 | 45,534 | 64,075 | 21,653 | ||||||||
| 290,559 | 262,761 | 344,995 | 290,559 | |||||||||
Less accumulated depreciation | 124,807 | 107,748 | 145,569 | 124,807 | ||||||||
| $ | 165,752 | $ | 155,013 | $ | 199,426 | $ | 165,752 | |||||
NOTE 6—SHORT-TERM BORROWINGS AND CREDIT LINES
The Company has available an unsecured and committed operating line of credit providing for borrowings in an aggregate amount not to exceed, at any time, (1) $100,000,000 during the period of August 15 through November 14 of the calendar year and (2) $25,000,000 at all other times. The maturity date of this agreement is July 1, 2007.2008. Interest, payable monthly, is computed at the bank’s prime rate minus 1.95% to 2.05% per annum. The agreement also includes a fixed rate option based on the LIBOR rate plus 45 to 65 basis points. There was no balance outstanding under this line at December 31, 20052006 and 2004.2005. The unsecured operating line of credit requires the Company to comply with certain covenants including a Capital Ratio, which limits indebtedness to tangible net worth. At December 31, 2005,2006, the Company was in compliance with all of these covenants. If the Company defaults on its payments, it is prohibited, subject to certain exceptions, from making dividend payments or other distributions.
The Company’s Canadian subsidiary has available an unsecured and uncommitted line of credit providing for borrowing to a maximum of C$40,000,00030,000,000 (US$34,400,00025,731,000 at December 31, 2005)2006). The revolving line accrues interest at the bank’s Canadian prime rate. At December 31, 2005, the Company had an outstanding line of credit balance of US$14,861,000 under this line. There was no balance outstanding under this line at December 31, 2004.2006. At December 31, 2005, the Company had an outstanding balance of US$14,861,000 under this line.
The Company’s European subsidiary has available two separate unsecured and uncommitted lines of credit providing for borrowing to a maximum of 30,000,000 and 20,000,000 EURO respectively (combined US$59,200,00065,998,000 at December 31, 2005)2006), of which US$8,543,0004,100,000 of the 20,000,000 EURO line is designated as a European customs guarantee. These lines accrue interest based on the ECB refinancing rate plus 50 basis points and EURIBOR plus 50 basis points, respectively. There was no balance outstanding under either line at December 31, 2006. At December 31, 2005, the Company had an outstanding line of credit balance of US$20,203,000 under the 30,000,000 EURO line and no balance outstanding under the 20,000,000 EURO line. There was no balance outstanding under either line at December 31, 2004.
The Company’s Japanese subsidiary also has an unsecured and uncommitted line of credit providing for borrowing to a maximum of 1,000,000,000 JPY (US$8,479,0008,398,000 at December 31, 2005)2006). The revolving line accrues interest at the bank’s Best Lending Rate. The revolving line also has a fixed rate option based on the LIBOR rate plus 110 basis points. At December 31, 2005, theThe Company had an outstanding line of credit balance of US$3,624,000 and US$4,663,000 under this line. There was no balance outstanding under this line at December 31, 2004.2006 and 2005, respectively.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company’s Korean subsidiary also has an unsecured and uncommitted line of credit providing for borrowing to a maximum of 9,300,000,000 WON (US$10,000,000 at December 31, 2006). The revolving line accrues interest at the three month certificate of deposit rate plus 1.3%. There was no balance outstanding under this line at December 31, 2006 and 2005.
Off-Balance Sheet Arrangements
The Company has arrangements in place to facilitate the import and purchase of inventory through the issuance of sight letters of credit. The arrangements consist of ana $25,000,000 unsecured and uncommitted revolving line of credit of $25,000,000 and a $125,000,000 import line of credit at December 31, 2005,2006, to issue documentary letters of credit on a sight basis and are renewed on an annual basis. The combined limit under this agreement was $150,000,000 at December 31, 2005.2006. The revolving line accrues interest at the bank’s prime rate minus 2% per annum. The revolving line also has a fixed rate option based on the bank’s cost of funds plus 65 basis points. There was no balance outstanding on this line at December 31, 20052006 and 2004.2005. At December 31, 2005,2006, the Company had outstanding letters of credit of $32,563,000$22,016,000 for purchase orders placed under the import line of credit facility.
The Company also has available an unsecured and uncommitted $100,000,000 import letter of credit line subject to annual renewal. At December 31, 2005,2006, the Company had outstanding letters of credit of $10,750,000$4,406,000 for purchase orders placed under this facility.
NOTE 7—ACCRUED LIABILITIES
Accrued liabilities consist of the following (in thousands):
| December 31, | December 31, | |||||||||||
| 2005 | 2004 | 2006 | 2005 | |||||||||
Accrued salaries, bonus, vacation and other benefits | $ | 23,552 | $ | 22,449 | $ | 33,816 | $ | 23,943 | ||||
Accrued product warranty | 9,907 | 9,140 | 11,162 | 9,907 | ||||||||
Accrued cooperative advertising | 6,267 | 6,640 | 7,781 | 7,508 | ||||||||
Other | 9,792 | 11,560 | 11,620 | 13,574 | ||||||||
| $ | 49,518 | $ | 49,789 | $ | 64,379 | $ | 54,932 | |||||
NOTE 8—LONG-TERM DEBT AND OTHER LIABILITIES
Long-term debt and other liabilities consist of the following (in thousands):
| December 31, | December 31, | |||||||||||
| 2005 | 2004 | 2006 | 2005 | |||||||||
Senior promissory notes payable | $ | 10,713 | $ | 14,286 | $ | — | $ | 10,713 | ||||
Term loans | 2,983 | 2,148 | — | 2,983 | ||||||||
Other | 870 | 1,418 | 295 | 870 | ||||||||
| 14,566 | 17,852 | 295 | 14,566 | |||||||||
Less current portion | 7,152 | 5,216 | 159 | 7,152 | ||||||||
| $ | 7,414 | $ | 12,636 | $ | 136 | $ | 7,414 | |||||
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In connection with a distribution center expansion project, the Company entered into a note purchase agreement.agreement in August 1998. Pursuant to the note purchase agreement, the Company issued senior promissory notes in the aggregate principal amount of $25,000,000 bearing an interest rate of 6.68% and maturing August 11, 2008. Proceeds from the notes were used to finance the expansion of the Company’s distribution center in Portland, Oregon. TheIn December 2006, the Company paid off the senior promissory notes require the Company to comply with certain ratios related to indebtedness to earnings before interest, taxes, depreciation and amortization (“EBITDA”) and tangible net worth. At
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2005, the Company was in compliance with these covenants. At December 31, 2005, $10,713,000 was outstanding on this note.notes.
In June 2001, the Company’s Japanese subsidiary borrowed 550,000,000 Japanese yen for general working capital requirements, bearing an interest rate of 1.72% and 1.71% at December 31, 2005 and 2004, respectively.requirements. Principal and interest payments arewere made semi-annually through June 2006. At December 31, 2005, $933,000 was outstanding on this loan.term loan through July 2006, when the final payment was made.
In January 2005, the Company assumed $3,075,000 in debt with the acquisition of property adjacent to the Corporate Headquarters in Portland, OR. ThisOregon. In March 2006, the Company paid off this term loan bears interest of 7.32% per annum with principal payments made semi-annually through January 2007 and interest payments made monthly. At December 31, 2005, $2,050,000 was outstanding on this loan.
Other amounts include installment payments on purchase obligations made in the ordinary course of business for non-product purchases.
Principal payments due on these notes at December 31, 20052006 were as follows (in thousands):
| Year ended December 31, | Year ended December 31, | |||||
2006 | $ | 7,152 | ||||
2007 | 3,814 | $ | 159 | |||
2008 | 3,594 | 130 | ||||
2009 | 6 | 6 | ||||
2010 | — | — | ||||
2011 | — | |||||
| $ | 14,566 | $ | 295 | |||
NOTE 9—SHAREHOLDERS’ EQUITY
On June 9,In 1999, the Company’s shareholders approved the 1999 Employee Stock Purchase Plan (“ESPP”). There are 750,000 shares of common stock authorized for issuance under the ESPP, which allows qualified employees of the Company to purchase shares on a quarterly basis up to fifteen percent of their respective compensation. The purchase price of the shares is equal to eighty five percent of the lesser of the closing price of the Company’s common stock on the first or last trading day of the respective quarter. Effective July 1, 2005, the Company suspended the Plan indefinitely. At both December 31, 2006 and 2005, and 2004, 275,556 and 250,552 shares of common stock respectively, had been issued under the ESPP.
InSince the inception of the Company’s stock repurchase plan in April 2004, the Company’s Board of Directors has authorized the repurchase of up to $100,000,000 of the Company’s common stock. In January 2005, the Company’s Board of Directors authorized the repurchase of up to an additional $100,000,000 of the Company’s common stock. In October 2005, the Company’s Board of Directors authorized the repurchase of up to an additional $200,000,000$400,000,000 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. 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. At December 31, 2005,2006, the Company had repurchased 4,468,1516,015,342 shares under this program at an aggregate purchase price of $208,828,000.$284,317,000.
Repurchases are recorded as a reduction to any positive carrying amount of common stock at the time of repurchase, with any excess repurchase price recorded as a reduction to retained earnings. During the year ended December 31, 2006, the Company repurchased an aggregate of $75,490,000 under the stock repurchase plan, of which $50,777,000 was recorded as a reduction to total retained earnings. Otherwise, the aggregate purchase price during 2006 would have resulted in a negative common stock carrying amount.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
NOTE 10—INCOME TAXES
The Company applies an asset and liability method of accounting for income taxes that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactment of changes in the tax laws or rates. Deferred taxes are provided for temporary differences between assets and liabilities for financial reporting purposes and for income tax purposes. Valuation allowances are recorded against net deferred tax assets when it is more likely than not that the asset will not be realized.
The Company had undistributed earnings of foreign subsidiaries of approximately $10,592,000$55,587,000 at December 31, 20052006 for which deferred taxes have not been provided. Such earnings are considered indefinitely invested outside of the United States. If these earnings were repatriated to the United States, the earnings would be subject to U.S. taxation. The amount of unrecognized deferred tax liability associated with the undistributed earnings was approximately $376,000$12,391,000 at December 31, 2005.2006. The unrecognized deferred tax liability is the approximate excess of the United States tax liability over the creditable foreign taxes paid that would result from a full remittance of undistributed earnings.
The American Jobs Creation Act of 2004 (the “Act) includes a deduction from taxable income of 85% of certain foreign earnings that are repatriated, as defined in the Act. In 2005 the Company elected to apply this provision of the Act to approximately $83,789,000 of repatriated foreign subsidiary earnings, which had been considered permanently reinvested under the exception provided by APB Opinion No. 23, “Accounting for Income Taxes—Special Areas.” Absent the Act provisions, these earnings would not have been repatriated in the foreseeable future. The income tax expense associated with the repatriation of foreign subsidiary earnings under the Act was approximately $3,557,000.
In 2005 the Company also repatriated approximately $51,576,000 of earnings to which the provisions of the Act were not applied. Because these earnings were originally subject to a higher tax rate in the foreign country than the U.S. tax rate, the foreign tax credits associated with this repatriation resulted in the recognition of a net income tax benefit of approximately $1,538,000.
The Company is routinely audited by federal, state and foreign taxing authorities. The outcome of these audits may result in the Company being assessed taxes in addition to amounts previously paid. Accordingly, the Company maintains tax contingency reserves for such potential assessments. The reserves are determined based upon the Company’s best estimate of possible assessments by various taxing authorities and are periodically adjusted based upon changing facts and circumstances. During
The American Jobs Creation Act of 2004 (“the Act”) includes a deduction from taxable income of 85% of certain foreign earnings that are repatriated, as defined in the Act. In 2005 the Company concluded severalelected to apply this provision of the Act to approximately $83,789,000 of repatriated foreign subsidiary earnings, which had been considered permanently reinvested under the exception provided by APB Opinion No. 23,Accounting for Income Taxes—Special Areas. Absent the Act provisions, these earnings would not have been repatriated in the foreseeable future. The income tax audits. Theexpense associated with the repatriation of foreign subsidiary earnings under the Act was approximately $3,557,000. In 2005, the Company reassessed its incomealso repatriated approximately $51,576,000 of earnings to which the provisions of the Act were not applied. Because these earnings were originally subject to a higher tax contingency reserves to reflectrate in the audit findings and recordedforeign country than the U.S. tax rate, the foreign tax credits associated with this repatriation resulted in the recognition of a $5,559,000 reduction in these reserves.
The Company receives a U.S.net income tax benefit upon the exercise of the majority of its employee stock options. The benefit is equal to the difference between the fair market value of the stock at the time of exercise and the option price, multiplied by the appropriate tax rate. The Company has recorded the tax benefit associated with the exercise of employee stock options directly to shareholders’ equity.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)approximately $1,538,000.
Consolidated income from continuing operations before income taxes consists of the following (in thousands):
| Year ended December 31 | Year ended December 31 | |||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||
U.S. operations | $ | 118,550 | $ | 141,493 | $ | 147,738 | $ | 117,713 | $ | 118,550 | $ | 141,493 | ||||||
Foreign operations | 72,305 | 73,428 | 42,931 | 67,622 | 72,305 | 73,428 | ||||||||||||
Income before income tax | $ | 190,855 | $ | 214,921 | $ | 190,669 | $ | 185,335 | $ | 190,855 | $ | 214,921 | ||||||
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The components of the provision (benefit) for income taxes consist of the following (in thousands):
| Year ended December 31 | Year ended December 31 | |||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||
Current: | ||||||||||||||||||||||||
Federal | $ | 40,715 | $ | 53,164 | $ | 51,521 | $ | 48,181 | $ | 40,715 | $ | 53,164 | ||||||||||||
State and local | 4,241 | 5,746 | 9,277 | 3,316 | 4,241 | 5,746 | ||||||||||||||||||
Non-U.S. | 16,548 | 19,971 | 13,752 | 16,494 | 16,548 | 19,971 | ||||||||||||||||||
| 61,504 | 78,881 | 74,550 | 67,991 | 61,504 | 78,881 | |||||||||||||||||||
Deferred: | ||||||||||||||||||||||||
Federal | 79 | (509 | ) | (4,340 | ) | (3,490 | ) | 79 | (509 | ) | ||||||||||||||
State and local | 136 | 342 | (885 | ) | (93 | ) | 136 | 342 | ||||||||||||||||
Non-U.S. | (1,600 | ) | (2,417 | ) | 1,223 | (2,091 | ) | (1,600 | ) | (2,417 | ) | |||||||||||||
| (1,385 | ) | (2,584 | ) | (4,002 | ) | (5,674 | ) | (1,385 | ) | (2,584 | ) | |||||||||||||
Income tax expense | $ | 60,119 | $ | 76,297 | $ | 70,548 | $ | 62,317 | $ | 60,119 | $ | 76,297 | ||||||||||||
The following is a reconciliation of the normal expected statutory federal income tax rate to the effective rate reported in the financial statements:
| Year ended December 31 | Year ended December 31 | |||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||
| (percent of income) | (percent of income) | |||||||||||||||||
Provision for federal income taxes at the statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % | ||||||
State and local income taxes, net of federal benefit | 1.3 | 1.8 | 3.4 | 1.2 | 1.3 | 1.8 | ||||||||||||
Non-U.S. income taxed at different rates | (2.9 | ) | (0.9 | ) | 0.8 | (1.6 | ) | (2.9 | ) | (0.9 | ) | |||||||
Foreign tax credits | (0.8 | ) | — | (1.0 | ) | — | (0.8 | ) | — | |||||||||
Effect of American Jobs Creation Act | 1.9 | — | — | — | 1.9 | — | ||||||||||||
Reduction of accrued income taxes | (2.9 | ) | — | (1.1 | ) | — | (2.9 | ) | — | |||||||||
Tax-exempt interest | (1.0 | ) | (0.5 | ) | (0.3 | ) | ||||||||||||
Other | (0.1 | ) | (0.4 | ) | (0.1 | ) | — | 0.4 | (0.1 | ) | ||||||||
Actual provision for income taxes | 31.5 | % | 35.5 | % | 37.0 | % | 33.6 | % | 31.5 | % | 35.5 | % | ||||||
Significant components of the Company’s deferred taxes are as follows (in thousands):
| As of December 31 | ||||||||
| 2006 | 2005 | |||||||
Deferred tax assets: | ||||||||
Non-deductible accruals and allowances | $ | 22,940 | $ | 18,938 | ||||
Capitalized inventory costs | 3,800 | 2,736 | ||||||
Other | 412 | 456 | ||||||
| 27,152 | 22,130 | |||||||
Deferred tax liabilities: | ||||||||
Depreciation and amortization | (5,088 | ) | (6,332 | ) | ||||
Deductible accruals and allowance | (3,654 | ) | (3,345 | ) | ||||
| (8,742 | ) | (9,677 | ) | |||||
Total | $ | 18,410 | $ | 12,453 | ||||
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Significant components of the Company’s deferred taxes are as follows (in thousands):
| As of December 31 | ||||||||
| 2005 | 2004 | |||||||
Deferred tax assets: | ||||||||
Non-deductible accruals and allowances | $ | 18,938 | $ | 18,300 | ||||
Capitalized inventory costs | 2,736 | 3,890 | ||||||
Other | 456 | 339 | ||||||
| 22,130 | 22,529 | |||||||
Deferred tax liabilities: | ||||||||
Depreciation and amortization | (6,332 | ) | (9,662 | ) | ||||
Deductible accruals and allowance | (3,345 | ) | (1,763 | ) | ||||
| (9,677 | ) | (11,425 | ) | |||||
Total | $ | 12,453 | $ | 11,104 | ||||
Non-current deferred tax assets of $456,000$412,000 and $339,000$456,000 are included as a component of other assets in the consolidated balance sheet at December 31, 20052006 and 2004,2005, respectively.
NOTE 11—PROFIT SHARING PLAN
The Company has a 401(k) profit-sharing plan, which covers substantially all United States employees with more than ninety days of service. The Company may elect to make discretionary matching and/or non-matching contributions. All matching contributions to the plan are determined by the Board of Directors and totaled $4,937,000, $4,248,000 $3,903,000 and $3,291,000$3,903,000 for the years ended December 31, 2006, 2005 2004 and 2003,2004, respectively.
NOTE 12—COMMITMENTS AND CONTINGENCIES
The Company leases certain operating facilities from a related party of the Company. Total rent expense, including month-to-month rentals, for these leases amounted to $515,000, $501,000 $533,000 and $449,000$533,000 for the years ended December 31, 2006, 2005 2004 and 2003,2004, respectively.
Rent expense was $8,960,000, $7,072,000 $5,714,000 and $4,740,000$5,714,000 for non-related party leases during the years ended December 31, 2006, 2005 2004 and 2003,2004, respectively. Of these amounts $7,779,000, $5,808,000 $4,677,000 and $3,910,000$4,677,000 were included as part of selling, general and administrative expense for the years ended December 31, 2006, 2005 2004 and 2003,2004, respectively and $1,181,000, $1,264,000 $1,037,000 and $830,000$1,037,000 were included as part of cost of goods sold for the years ended December 31, 2006, 2005 and 2004, and 2003, respectively.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The approximate future minimum payments on all lease obligations at December 31, 20052006 are as follows (amounts in(in thousands):
| Non-related Parties | Related Party | Total | Non-related Parties | Related Party | Total | |||||||||||||
2006 | $ | 6,683 | $ | 501 | $ | 7,184 | ||||||||||||
2007 | 5,429 | 501 | 5,930 | $ | 8,598 | $ | 499 | $ | 9,097 | |||||||||
2008 | 4,819 | 501 | 5,320 | 6,588 | 499 | 7,087 | ||||||||||||
2009 | 1,760 | 501 | 2,261 | 3,924 | 499 | 4,423 | ||||||||||||
2010 | 964 | 501 | 1,465 | 2,712 | 499 | 3,211 | ||||||||||||
2011 | 1,628 | 499 | 2,127 | |||||||||||||||
Thereafter | 8,572 | 501 | 9,073 | 9,132 | — | 9,132 | ||||||||||||
| $ | 28,227 | $ | 3,006 | $ | 31,233 | $ | 32,582 | $ | 2,495 | $ | 35,077 | |||||||
Rent escalation clauses, leasehold improvement funding, and other lease concessions present in the Company’s leases are included in the computation of the minimum lease payments above and the minimum lease payments are recognized on a straight-line basis over the minimum lease term.
The Company is a party to various legal claims, actions and complaints from time to time. Although the ultimate resolution of legal proceedings cannot be predicted with certainty, management believes that disposition of these matters will not have a material adverse effect on the Company’s consolidated financial statements.
NOTE 13—STOCK-BASED COMPENSATION
Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123R. Previously, the Company accounted for stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25, and related interpretations.Accordingly, under APB Opinion No. 25, no compensation
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
expense was recognized because the exercise price of the Company’s employee stock options was equal to the market price of the underlying stock on the date of grant. The Company elected the modified-prospective transition method, as permitted by SFAS No. 123R, which requires that stock-based compensation expense recognized in the Consolidated Statement of Operations include (1) amortization of all stock-based compensation granted prior to, but not vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123 and (2) amortization of all stock-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123R. Compensation expense is recognized over the requisite service (vesting) period using the straight-line attribution method.
As a result of adopting SFAS 123R effective January 1, 2006, net income for the year ended December 31, 2006 was $6,686,000 lower than if the Company had continued to account for stock-based compensation under APB Opinion No. 25, as the Company did in the comparable periods in 2005 and 2004. The effect of recording stock-based compensation on basic and diluted earnings per share for the year ended December 31, 2006 was $0.18.
Prior to the adoption of SFAS No. 123R, the Company presented all benefits of tax deductions resulting from the exercise of stock-based compensation as operating cash flows in the Consolidated Statement of Cash Flows. SFAS No. 123R requires that benefits of tax deductions in excess of stock-based compensation recognized for those awards (excess tax benefits) be presented in the Consolidated Statement of Cash Flows as financing cash inflows, on a prospective basis. For the year ended December 31, 2006 $2,148,000 of excess tax benefits was reported as a financing cash inflow.
The following table shows total stock-based compensation expense included in the Consolidated Statement of Operations (in thousands):
Year Ended December 31, | ||||
Cost of sales | $ | 967 | ||
Selling, general, and administrative expense | 9,113 | |||
Licensing | 40 | |||
Pre-tax stock-based compensation expense | 10,120 | |||
Income tax benefits | (3,434 | ) | ||
Total stock-based compensation expense, net of tax | $ | 6,686 | ||
For the year ended December 31, 2006, no stock-based compensation costs were capitalized.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based compensation in 2005 and 2004 (in thousands, except per share amounts):
| Year Ended December 31 | ||||||
| 2005 (1) | 2004 (1) | |||||
Net income, as reported | $ | 130,736 | $ | 138,624 | ||
Add: Stock-based employee compensation expense included in reported net income, net of tax | — | — | ||||
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax | 8,223 | 9,277 | ||||
Pro forma net income | $ | 122,513 | $ | 129,347 | ||
Earnings per share—basic | ||||||
As reported | $ | 3.39 | $ | 3.44 | ||
Pro forma | 3.18 | 3.21 | ||||
Earnings per share—diluted | ||||||
As reported | $ | 3.36 | $ | 3.40 | ||
Pro forma | 3.14 | 3.17 | ||||
| (1) | Disclosures for the year ended December 31, 2006 are not presented because the amounts are recognized in the consolidated financial statements. |
1997 Stock Incentive Plan
The Company’s 1997 Stock Incentive Plan (the “Plan”) provides for issuance of up to 7,400,000 shares of the Company’s Common Stock, of which 1,647,2641,597,272 shares were available for future stock option grants under the Plan at December 31, 2005.2006. The Plan allows for grants of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units and other stock-based awards. The Company uses original issuance shares to satisfy share-based payments.
Stock Options
Options to purchase the Company’s common stock are granted at prices equal to or greater than the fair market value on the date of grant. Options granted prior to 2001 generally vest and become exercisable ratably over a five-year period beginningof five years from the date of grant and expire ten years from the date of grant. Options granted after 2000 generally vest and become exercisable over a period of four years beginning one year after(25 percent on the first anniversary date following the date of grant and monthly thereafter) and expire ten years from the date of the grant, with the exception of most options granted underin 2005. Most options granted in 2005 vest one year from the 2005 annualdate of grant program. Generally, most options under the 2005 annual grant program cliff vest after one year and expire ten years from the date of grant.
The Company estimates the fair value of stock options using the Black-Scholes option pricing model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, the expected 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 expected option term represents the estimated time until exercise and is based on the Company’s historical experience with similar awards, taking into consideration contractual terms, vesting schedules and expected employee behavior. The expected stock price volatility is based on the historical volatility of the Company’s
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
stock over the most recent period equal to the expected term of the option, adjusted for activity that is not expected to occur in the future. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant date.for periods corresponding with the expected term of the option. On November 30, 2006, the Company paid its first quarterly cash dividend. Between November 30, 2006 and the year ended December 31, 2006, the Company did not grant any stock options. Therefore, the expected dividend yield used to value stock-based compensation expense for the years ended December 31, 2006, 2005, and 2004 was zero. Prospectively, the assumptions will be evaluated and revised as necessary to reflect changes in market conditions and the Company’s experience. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by people who receive equity awards.
The following table shows the weighted average assumptions for the years ended December 31, 2006, 2005 and 2004:
| Options | ESPP | |||||||||||
| 2006 | 2005 (Pro forma) | 2004 (Pro forma) | 2006 (1) | 2005 (1) (Pro forma) | 2004 (Pro forma) | |||||||
Expected term | 5.13 years | 3.86 years | 4.12 years | — | 0.25 years | 0.25 years | ||||||
Expected stock price volatility | 32.74% | 31.52% | 46.00% | — | 22.95% | 38.96% | ||||||
Risk-free interest rate | 4.80% | 3.96% | 3.58% | — | 2.96% | 2.14% | ||||||
Expected dividend yield | 0% | 0% | 0% | — | 0% | 0% | ||||||
Estimated average fair value | $18.29 | $14.18 | $21.20 | — | $10.91 | $12.61 | ||||||
| (1) | Offerings under the Company’s Employee Stock Purchase Plan were suspended indefinitely effective July 1, 2005. |
The following table summarizes stock option activity under the Plan:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value (in thousands) | ||||||||
Options outstanding at January 1, 2004 | 2,421,742 | $ | 28.67 | 5.17 | $ | 64,148 | |||||
Granted | 609,575 | 53.25 | |||||||||
Cancelled | (129,870 | ) | 40.05 | ||||||||
Exercised | (625,443 | ) | 25.89 | ||||||||
Options outstanding at December 31, 2004 | 2,276,004 | $ | 35.37 | 5.26 | $ | 54,902 | |||||
Granted | 490,922 | 46.42 | |||||||||
Cancelled | (74,944 | ) | 45.35 | ||||||||
Exercised | (381,889 | ) | 25.34 | ||||||||
Options outstanding at December 31, 2005 | 2,310,093 | $ | 39.07 | 5.47 | $ | 23,583 | |||||
Granted | 189,636 | 48.57 | |||||||||
Cancelled | (239,332 | ) | 48.24 | ||||||||
Exercised | (681,247 | ) | 31.87 | ||||||||
Options outstanding at December 31, 2006 | 1,579,150 | $ | 41.93 | 6.78 | $ | 21,761 | |||||
Options exercisable at December 31, 2006 | 1,175,563 | $ | 39.44 | 6.19 | $ | 19,121 | |||||
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The aggregate intrinsic value in the table above represents pre-tax intrinsic value, based on the Company’s closing stock price of $55.70 on the last business day of the year ended December 31, 2006. Total stock option compensation expense for the year ended December 31, 2006 was $9,297,000. At December 31, 2006, unrecognized costs related to stock options totaled approximately $7,099,000 (before any related tax benefit) and are expected to be recognized over a weighted average period of 2.33 years. The aggregate intrinsic value of stock options exercised was $14,694,000, $10,075,000 and $19,280,000 for the years ended December 31, 2006, 2005 and 2004, respectively. The total cash received as a result of stock option exercises for the years ended December 31, 2006, 2005 and 2004 was $21,712,000, $9,679,000 and $16,224,000, respectively. The stock option tax benefit realized by the Company was $4,113,000, $4,592,000 and $6,803,000 for the years ended December 31, 2006, 2005 and 2004, respectively.
The following table provides additional disclosure about stock options outstanding at December 31, 2006:
| Options Outstanding | Options Exercisable | |||||||||||
| Range of Exercise Prices | Number of Shares | Weighted Average Remaining Contractual Life (yrs) | Weighted Average Exercise Price | Number of Shares | Weighted Average Exercise Price | |||||||
| $ 6.45 - 33.69 | 392,112 | 4.33 | $ | 26.24 | 373,762 | $ | 25.88 | |||||
| $33.70 - 44.40 | 384,833 | 6.50 | 40.23 | 300,139 | 39.30 | |||||||
| $44.41 - 48.78 | 305,733 | 8.35 | 46.63 | 277,562 | 46.70 | |||||||
| $48.79 - 53.12 | 421,786 | 7.83 | 52.24 | 208,495 | 53.08 | |||||||
| $53.13 - 58.08 | 74,686 | 8.73 | 55.63 | 15,605 | 55.66 | |||||||
| 1,579,150 | 6.78 | $ | 41.93 | 1,175,563 | $ | 39.44 | ||||||
Restricted Stock Units
The Company granted restricted stock units to attract and reward key employees during the year ended December 31, 2006. The 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 and /or Company performance.
During the year ended December 31, 2006, service-based restricted stock units were granted to key employees at no cost and generally vest over three years beginning one year from the date of grant. The restricted stock units do not have dividend equivalent rights and are non-transferable until vested. Any unvested units are subject to forfeiture upon certain early termination events and also subject to accelerated vesting in certain circumstances. The fair value of service restricted stock units is determined based on the number of units granted and the quoted price of the Company’s common stock on the date of grant.
During the year ended December 31, 2006, performance-based restricted stock units were granted to members of the Company’s senior executive team, excluding the CEO and Chairman. The number of shares ultimately received under these grants depends on actual company and individual performance, as well as continued service. The vesting period consists of a performance period of 2.5 years with an additional required service period of 1 year. The fair value of the performance restricted stock units is determined based on a probable number of units expected to vest and the quoted price of the Company’s common stock on the date of grant.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes the restricted stock optionunit activity underfor the Plan:year ended December 31, 2006:
| Outstanding | Exercisable | ||||||||||
| Number of Shares | Weighted Average Exercise Price | Number of Shares | Weighted Average Exercise Price | ||||||||
Options outstanding at January 1, 2003 | 2,651,208 | $ | 25.17 | 906,787 | $ | 17.14 | |||||
Granted | 544,005 | 35.04 | |||||||||
Cancelled | (62,799 | ) | 28.30 | ||||||||
Exercised | (710,672 | ) | 20.42 | ||||||||
Options outstanding at December 31, 2003 | 2,421,742 | $ | 28.67 | 963,994 | $ | 23.01 | |||||
Granted | 609,575 | 53.25 | |||||||||
Cancelled | (129,870 | ) | 40.05 | ||||||||
Exercised | (625,443 | ) | 25.89 | ||||||||
Options outstanding at December 31, 2004 | 2,276,004 | $ | 35.37 | 1,072,981 | $ | 26.57 | |||||
Granted | 490,922 | 46.42 | |||||||||
Cancelled | (74,944 | ) | 45.35 | ||||||||
Exercised | (381,889 | ) | 25.34 | ||||||||
Options outstanding at December 31, 2005 | 2,310,093 | $ | 39.07 | 1,261,359 | $ | 33.01 | |||||
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | |||||
Restricted stock units outstanding at January 1, 2006 | — | $ | — | |||
Granted | 110,227 | 49.07 | ||||
Vested | — | — | ||||
Forfeited | (10,539 | ) | 49.14 | |||
Restricted stock units outstanding at December 31, 2006 | 99,688 | $ | 49.06 | |||
The Company continues to measureRestricted stock unit compensation costexpense for the Plan using the methodyear ended December 31, 2006 was $823,000. At December 31, 2006, unrecognized costs related to restricted stock units totaled approximately $3,706,000 (before any related tax benefit) and are expected to be recognized over a weighted average period of accounting prescribed by APB 25. In electing to continue to follow APB 25 for expense recognition purposes, the Company is required to provide the expanded disclosures required under SFAS No. 148 for stock-based compensation granted, including disclosure of pro forma net income and earnings per share, as if the fair value based method of accounting defined2.55 years. No restricted stock units vested in the SFAS No. 123, had been adopted.year ended December 31, 2006.
The Company has computed, for pro forma disclosure purposes, the value of all stock options granted during 2005, 2004 and 2003 using the Black-Scholes option pricing model as prescribed by SFAS No. 123 using the following weighted average assumptions:
2005 | 2004 | 2003 | ||||
Risk-free interest rate | 3.88 – 4.32% | 2.44 – 4.46% | 1.99 – 4.32% | |||
Expected dividend yield | 0% | 0% | 0% | |||
Expected lives | 3 to 6 years | 2 to 7 years | 4 to 8 years | |||
Expected volatility | 31.52% | 46.00% | 58.99% |
Using the Black-Scholes methodology, the total value of stock options granted during 2005, 2004 and 2003 was $6,963,000, $12,924,000 and $11,193,000, respectively, which will be amortized over the vesting period of the options. The weighted average fair value of options granted during 2005, 2004 and 2003 was $14.18, $21.20 and $20.57 per share, respectively.
COLUMBIA SPORTSWEAR COMPANY1999 Employee Stock Purchase Plan
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)In 1999, the Company’s shareholders approved the 1999 Employee Stock Purchase Plan (“ESPP”). There are 750,000 shares of common stock authorized for issuance under the ESPP, which allows qualified employees of the Company to purchase shares on a quarterly basis up to fifteen percent of their respective compensation. The purchase price of the shares is equal to eighty five percent of the lesser of the closing price of the Company’s common stock on the first or last trading day of the respective quarter. Effective July 1, 2005, the Company suspended offerings under the ESPP indefinitely. As of December 31, 2006, a total of 275,556 shares of common stock had been issued under the ESPP.
The following table summarizes information about stock options outstanding atIn connection with disqualifying dispositions related to ESPP shares, the tax benefit realized by the Company for the years ended December 31, 2005:2006, 2005 and 2004 was $34,000 $42,000 and $25,000, respectively.
| Options Outstanding | Options Exercisable | |||||||||||
| Range of Exercise Prices | Number of Shares | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number of Shares | Weighted Average Exercise Price | |||||||
| $ 6.45 - 9.67 | 85,277 | 1.99 | $ | 7.18 | 85,277 | $ | 7.18 | |||||
| $ 9.67 - 13.08 | 120,900 | 3.22 | 12.61 | 120,150 | 12.62 | |||||||
| $13.08 - 18.13 | 101,618 | 4.41 | 17.74 | 101,618 | 17.74 | |||||||
| $18.13 - 22.71 | 1,751 | 4.87 | 22.71 | 1,751 | 22.71 | |||||||
| $22.71 - 33.69 | 471,163 | 6.29 | 32.60 | 355,291 | 32.25 | |||||||
| $33.69 - 47.85 | 983,907 | 8.05 | 42.53 | 398,559 | 39.25 | |||||||
| $47.85 - 58.08 | 545,477 | 8.39 | 53.30 | 198,713 | 53.17 | |||||||
| 2,310,093 | 7.13 | $ | 39.07 | 1,261,359 | $ | 33.01 | ||||||
NOTE 14—EARNINGS PER SHARE
SFAS No. 128, “EarningsEarnings per Share”Share requires dual presentation of basic and diluted earnings per share (“EPS”). Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
There were no adjustments to net income in computing diluted earnings per share for the years ended December 31, 2006, 2005 2004 and 2003.2004. A reconciliation of the common shares used in the denominator for computing basic and diluted earnings per share is as follows (in thousands, except per share amounts):
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||
Weighted average common shares outstanding, used in computing basic earnings per share | 38,549 | 40,266 | 39,953 | 36,245 | 38,549 | 40,266 | ||||||||||||
Effect of dilutive stock options | 394 | 546 | 638 | 399 | 394 | 546 | ||||||||||||
Weighted-average common shares outstanding, used in computing diluted earnings per share | 38,943 | 40,812 | 40,591 | 36,644 | 38,943 | 40,812 | ||||||||||||
Earnings per share of common stock: | ||||||||||||||||||
Basic | $ | 3.39 | $ | 3.44 | $ | 3.01 | $ | 3.39 | $ | 3.39 | $ | 3.44 | ||||||
Diluted | 3.36 | 3.40 | 2.96 | 3.36 | 3.36 | 3.40 | ||||||||||||
Options to purchase an additional 562,000,612,603, 562,419 and 10,000 and 8,000 shares of common stock were outstanding at December 31, 2006, 2005 2004 and 2003,2004, respectively, but were not included in the computation of diluted earnings per share because their effect would be anti-dilutive.
In June 2003, the Company repurchased 234,831 unvested shares of its common stock awarded to a former key employee under a Deferred Compensation Conversion Agreement (the “Agreement”). The repurchase cost was approximately $498,000 and was accounted for as a reduction to shareholders’ equity. As provided in the Agreement and because the executive’s employment terminated January 3, 2003, the unvested shares would vest automatically unless the executive was compensated by the Company within 180 days from termination date.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
NOTE 15—COMPREHENSIVE INCOME
Accumulated other comprehensive income (loss), net of applicable taxes, reported on the Company’s consolidated balance sheets consists of foreign currency translation adjustments and the unrealized gains and losses on derivative transactions. Comprehensive income, net of related tax effects, for the years ended December 31, 2006, 2005 2004 and 20032004 is as follows (in thousands):
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||
Net income | $ | 130,736 | $ | 138,624 | $ | 120,121 | $ | 123,018 | $ | 130,736 | $ | 138,624 | ||||||||||||
Unrealized derivative holding losses arising during period (net of tax benefit of ($62), ($854) and ($584) in 2005, 2004 and 2003, respectively) | (3,976 | ) | (4,483 | ) | (2,464 | ) | ||||||||||||||||||
Reclassification adjustment for losses included in net income (net of tax benefit of ($1,365), ($654) and ($288) in 2005, 2004 and 2003, respectively) | 7,475 | 3,913 | 2,362 | |||||||||||||||||||||
Unrealized derivative holding losses arising during period (net of tax expense (benefit) of $63, ($62) and ($854) in 2006, 2005 and 2004, respectively) | (2,599 | ) | (3,976 | ) | (4,483 | ) | ||||||||||||||||||
Reclassification adjustment for losses included in net income (net of tax benefit of ($576), ($1,365) and ($654) in 2006, 2005 and 2004, respectively) | 864 | 7,475 | 3,913 | |||||||||||||||||||||
Net unrealized gains (losses) on derivative transactions | 3,499 | (570 | ) | (102 | ) | (1,735 | ) | 3,499 | (570 | ) | ||||||||||||||
Foreign currency translation adjustments | (20,482 | ) | 19,238 | 24,535 | 11,167 | (20,482 | ) | 19,238 | ||||||||||||||||
Total comprehensive income | $ | 113,753 | $ | 157,292 | $ | 144,554 | $ | 132,450 | $ | 113,753 | $ | 157,292 | ||||||||||||
NOTE 16—SEGMENT INFORMATION
The Company operates predominantly in one industry segment: the design, production, marketing and selling of active outdoor apparel, including outerwear, sportswear, footwear, related accessories and equipment.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The geographic distribution of the Company’s net sales, income before income tax, identifiable assets, interest (income)income (expense), income tax expense (benefit), and depreciation and amortization expense are summarized in the following table (in thousands) for the years ended December 31, 2006, 2005 2004 and 2003.2004. Inter-geographic net sales, which are recorded at a negotiated mark-up and eliminated in consolidation, are not material.
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||
Net sales to unrelated entities: | ||||||||||||||||||||||||
United States | $ | 676,858 | $ | 666,661 | $ | 596,807 | $ | 751,984 | $ | 676,858 | $ | 666,661 | ||||||||||||
Europe | 199,151 | 184,349 | 170,268 | |||||||||||||||||||||
Canada | 114,772 | 116,940 | 106,708 | 120,239 | 114,772 | 116,940 | ||||||||||||||||||
Europe | 184,349 | 170,268 | 135,225 | |||||||||||||||||||||
Other International | 179,812 | 141,438 | 113,046 | 216,298 | 179,812 | 141,438 | ||||||||||||||||||
| $ | 1,155,791 | $ | 1,095,307 | $ | 951,786 | $ | 1,287,672 | $ | 1,155,791 | $ | 1,095,307 | |||||||||||||
Income before income tax: | ||||||||||||||||||||||||
United States (1) | $ | 184,741 | $ | 134,284 | $ | 142,196 | $ | 107,685 | $ | 184,741 | $ | 134,284 | ||||||||||||
Europe | 14,462 | 22,146 | 28,848 | |||||||||||||||||||||
Canada | 23,489 | 18,333 | 20,480 | 23,394 | 23,489 | 18,333 | ||||||||||||||||||
Europe | 22,146 | 28,848 | 3,892 | |||||||||||||||||||||
Other International | 27,598 | 26,734 | 20,198 | 33,927 | 27,598 | 26,734 | ||||||||||||||||||
Interest and other income (expense) and eliminations (1) | (67,119 | ) | 6,722 | 3,903 | 5,867 | (67,119 | ) | 6,722 | ||||||||||||||||
| $ | 190,855 | $ | 214,921 | $ | 190,669 | $ | 185,335 | $ | 190,855 | $ | 214,921 | |||||||||||||
Interest income (expense), net: | ||||||||||||||||||||||||
United States | $ | 7,855 | $ | 4,611 | $ | 3,475 | ||||||||||||||||||
Europe | (2,993 | ) | (382 | ) | (232 | ) | ||||||||||||||||||
Canada | (83 | ) | 816 | 286 | ||||||||||||||||||||
Other International | 783 | (156 | ) | (36 | ) | |||||||||||||||||||
| $ | 5,562 | $ | 4,889 | $ | 3,493 | |||||||||||||||||||
Income tax expense (benefit): | ||||||||||||||||||||||||
United States | $ | 48,115 | $ | 45,211 | $ | 58,606 | ||||||||||||||||||
Europe | (222 | ) | 695 | 5,616 | ||||||||||||||||||||
Canada | 8,151 | 7,891 | 6,244 | |||||||||||||||||||||
Other International | 6,273 | 6,322 | 5,831 | |||||||||||||||||||||
| $ | 62,317 | $ | 60,119 | $ | 76,297 | |||||||||||||||||||
Depreciation and amortization expense: | ||||||||||||||||||||||||
United States | $ | 15,765 | $ | 15,860 | $ | 11,343 | ||||||||||||||||||
Europe | 6,397 | 6,405 | 6,125 | |||||||||||||||||||||
Canada | 433 | 442 | 468 | |||||||||||||||||||||
Other International | 952 | 839 | 692 | |||||||||||||||||||||
| $ | 23,547 | $ | 23,546 | $ | 18,628 | |||||||||||||||||||
Assets: | ||||||||||||||||||||||||
United States | $ | 930,469 | $ | 835,108 | $ | 729,533 | $ | 988,867 | $ | 930,469 | $ | 835,108 | ||||||||||||
Europe | 386,716 | 281,240 | 216,538 | |||||||||||||||||||||
Canada | 74,207 | 89,960 | 69,184 | 98,054 | 70,833 | 87,137 | ||||||||||||||||||
Europe | 281,004 | 215,534 | 163,514 | |||||||||||||||||||||
Other international | 84,650 | 82,063 | 46,985 | 133,732 | 84,650 | 82,063 | ||||||||||||||||||
Total identifiable assets | 1,370,330 | 1,222,665 | 1,009,216 | 1,607,369 | 1,367,192 | 1,220,846 | ||||||||||||||||||
Eliminations and reclassifications | (399,552 | ) | (273,221 | ) | (225,450 | ) | (579,996 | ) | (399,552 | ) | (273,221 | ) | ||||||||||||
Total assets | $ | 970,778 | $ | 949,444 | $ | 783,766 | $ | 1,027,373 | $ | 967,640 | $ | 947,625 | ||||||||||||
Interest (income) expense, net: | ||||||||||||||||||||||||
United States | $ | 4,611 | $ | (3,475 | ) | $ | (1,543 | ) | ||||||||||||||||
Canada | 816 | (286 | ) | 112 | ||||||||||||||||||||
Europe | (382 | ) | 232 | 862 | ||||||||||||||||||||
Other International | (156 | ) | 36 | 89 | ||||||||||||||||||||
| $ | 4,889 | $ | (3,493 | ) | $ | (480 | ) | |||||||||||||||||
Depreciation and amortization expense: | ||||||||||||||||||||||||
United States | $ | 15,860 | $ | 11,343 | $ | 16,248 | ||||||||||||||||||
Canada | 442 | 468 | 428 | |||||||||||||||||||||
Europe | 6,405 | 6,125 | 5,795 | |||||||||||||||||||||
Other International | 839 | 692 | 594 | |||||||||||||||||||||
| $ | 23,546 | $ | 18,628 | $ | 23,065 | |||||||||||||||||||
Net sales to unrelated entities: | ||||||||||||||||||||||||
Outerwear | $ | 440,018 | $ | 460,342 | $ | 443,669 | $ | 496,509 | $ | 440,018 | $ | 460,342 | ||||||||||||
Sportswear | 450,270 | 396,448 | 311,301 | 509,134 | 450,270 | 396,448 | ||||||||||||||||||
Footwear | 211,247 | 184,576 | 148,614 | 219,640 | 211,247 | 184,576 | ||||||||||||||||||
Accessories | 45,194 | 46,083 | 43,477 | 42,722 | 45,194 | 46,083 | ||||||||||||||||||
Equipment | 9,062 | 7,858 | 4,725 | 19,667 | 9,062 | 7,858 | ||||||||||||||||||
| $ | 1,155,791 | $ | 1,095,307 | $ | 951,786 | $ | 1,287,672 | $ | 1,155,791 | $ | 1,095,307 | |||||||||||||
| (1) | Income before income tax for the United States segment for 2005 includes approximately $73,097,000 in income repatriated from foreign subsidiary |
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
NOTE 17—FINANCIAL RISK MANAGEMENT AND DERIVATIVES
The Company’s foreign currency risk management objective is to protect cash flows resulting from production purchases, intercompany transactions and other costs from the impact of exchange rate movements. The Company manages a portion of these exposures with short-term strategies after giving consideration to market conditions, contractual agreements, anticipated sale and purchase transactions, and other factors. Firmly committed and anticipated transactions and the related receivables and payables may be hedged with forward exchange contracts, swaps or options. Gains and losses arising from foreign currency forward and purchased option contracts and cross-currency swap transactions are recognized in cost of goods sold or selling, general and administrative expenses as offsets of gains and losses resulting from the underlying hedged transactions. Hedge effectiveness is determined by evaluating whether gains and losses on hedges will offset gains and losses on the underlying exposures. This evaluation is performed at inception of the hedge and periodically over the life of the hedge. Hedge ineffectiveness was not material for the years ended December 31, 2006 and 2005.
At December 31, 20052006 and 2004,2005, the notional value of outstanding forward contracts was approximately $48,000,000$85,500,000 and $79,500,000,$48,000,000, respectively. The net unrealized derivative (gain)/loss included in the Company’s assets and liabilities and deferred in accumulated other comprehensive income was $492,000$853,000 and $5,013,000$(492,000) at December 31, 20052006 and 2004,2005, respectively.
The counterparties to derivative transactions are major financial institutions with investment grade credit ratings. However, this does not eliminate the Company’s exposure to credit risk with these institutions. This credit risk is generally limited to the unrealized gains in such contracts should any of these counterparties fail to perform as contracted and is immaterial to any one institution at December 31, 20052006 and 2004.2005. To manage this risk, the Company has established strict counterparty credit guidelines. Compliance with these guidelines which areis continually monitored and reported to senior management according to prescribed guidelines.management. As a result, the Company considers the risk of counterparty default to be minimal.
NOTE 18—SUBSEQUENT EVENT
On January 26, 2006, the Company acquired substantially all of the assets of Montrail, Inc. for cash consideration of $15,000,000 plus the assumption of certain liabilities. Montrail is recognized around the world as a premium outdoor footwear brand with a reputation for delivering technical, high performance trail running, hiking, and climbing footwear for outdoor enthusiasts.
SUPPLEMENTAL INFORMATION—SUPPLEMENTARY DATA—QUARTERLY FINANCIAL DATA (Unaudited)
The following table summarizes the Company’s quarterly financial data for the past two years ended December 31, 20052006 (in thousands, except per share amounts):
2006 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||||||||
Net sales | $ | 260,211 | $ | 211,553 | $ | 454,140 | $ | 361,768 | ||||||||||||||||
Gross profit | 111,637 | 81,424 | 198,248 | 149,746 | ||||||||||||||||||||
Net income | 19,467 | 4,833 | 60,331 | 38,387 | ||||||||||||||||||||
Earnings per share | ||||||||||||||||||||||||
Basic | $ | 0.53 | $ | 0.13 | $ | 1.69 | $ | 1.07 | ||||||||||||||||
Diluted | 0.52 | 0.13 | 1.67 | 1.06 | ||||||||||||||||||||
2005 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||||
Net sales | $ | 245,706 | $ | 186,231 | $ | 409,757 | $ | 314,097 | $ | 245,706 | $ | 186,231 | $ | 409,757 | $ | 314,097 | ||||||||
Gross profit | 107,243 | 73,553 | 188,374 | 134,585 | 107,243 | 73,553 | 188,374 | 134,585 | ||||||||||||||||
Net income | 21,337 | 6,313 | 66,456 | 36,630 | 21,337 | 6,313 | 66,456 | 36,630 | ||||||||||||||||
Earnings per share | ||||||||||||||||||||||||
Basic | $ | 0.53 | $ | 0.16 | $ | 1.76 | $ | 0.98 | $ | 0.53 | $ | 0.16 | $ | 1.76 | $ | 0.98 | ||||||||
Diluted | 0.52 | 0.16 | 1.74 | 0.97 | 0.52 | 0.16 | 1.74 | 0.97 | ||||||||||||||||
2004 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||||||||
Net sales | $ | 206,670 | $ | 171,102 | $ | 415,759 | $ | 301,776 | ||||||||||||||||
Gross profit | 93,883 | 73,231 | 196,388 | 134,432 | ||||||||||||||||||||
Net income | 19,962 | 10,732 | 68,573 | 39,357 | ||||||||||||||||||||
Earnings per share | ||||||||||||||||||||||||
Basic | $ | 0.50 | $ | 0.27 | $ | 1.70 | $ | 0.98 | ||||||||||||||||
Diluted | 0.49 | 0.26 | 1.68 | 0.97 | ||||||||||||||||||||
| Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
Item 9(A). CONTROLS AND PROCEDURES
| Item 9A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Design and Evaluation of Internal Control Over Financial Reporting
Report of Management
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2005.2006. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—
Integrated Framework. Based on our assessment we believe that, as of December 31, 2005,2006, the Company’s internal control over financial reporting is effective based on those criteria.
There has been no change in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, 20052006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our independent auditors have issued an audit report on our management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005,2006, which is included herein.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Columbia Sportswear Company:Company
Portland, Oregon
We have audited management’s assessment, included in the accompanying Report of Management, that Columbia Sportswear Company and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of December 31, 20052006 based on criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. 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. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and implemented by the company’s board of directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005,2006, is fairly stated, in all material respects, based on the criteria
established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005,2006, based on the criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2005,2006, and the related consolidated statements of operations, shareholders’ equity, and cash flows and the financial statement schedule listed in the Index at Item 15 for the year ended December 31, 20052006 of the Company and our report dated March 14, 20066, 2007 expressed an unqualified opinion on those financial statements and financial statement schedule.schedule and included an explanatory paragraph regarding the change in accounting for stock-based compensation upon adoption of Statement of Financial Accounting Standards No 123(R), “Share-Based Payment”.
DELOITTE & TOUCHE LLP
Portland, Oregon
March 14, 20066, 2007
| Item 9B. |
None.
PART III
On January 19, 2006, the Compensation Committee of the Board of Directors determined compensation for the Chief Executive Officer and for other named executive officers for 2006. A summary of the compensation for these officers is filed as Exhibit 10.24 to this Form 10-K.
| Item 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect toThe sections of our directors is2007 Proxy Statement entitled “Election of Directors,” “Corporate Governance Guidelines,” and “Section 16 Beneficial Ownership Reporting Compliance” are incorporated herein by reference to the section entitled “Election of Directors” in our proxy statement for our 2006 annual meeting of shareholders (the “2006 Proxy Statement”) to be filed with the Securities and Exchange no later than 120 days after the end of our fiscal year ended December 31, 2005. reference.
See Item 4(A)4A of this Annual Report on Form 10-K for information regarding our executive officers.
Item 11. EXECUTIVE COMPENSATION
| Item 11. | EXECUTIVE COMPENSATION |
The section of our 20062007 Proxy Statement entitled “Executive Compensation” is incorporated herein by reference. See Item 5 of this Annual Report on Form 10-K for information concerning our equity compensation plans.
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The section of our 20062007 Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference. The following table provides information about compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance to employees or non-employees (such as directors and consultants), at December 31, 2005:2006:
Plan Category | Number of exercise of | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||
| (a) | (b) | (c) | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders: | ||||||||||||||
1997 Stock Incentive Plan | 2,310,093 | $ | 39.07 | 1,647,264 | 1,678,838 | $ | 41.93 | 1,597,272 | ||||||
1999 Employee Stock Purchase Plan | — | — | 474,444 | — | — | 474,444 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | — | — | — | ||||||||
Total | 2,310,093 | $ | 39.07 | 2,121,708 | 1,678,838 | $ | 41.93 | 2,071,716 | ||||||
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
The section of our 20062007 Proxy Statement entitled “Certain Relationships and Related Transactions” is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
| Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
The section of our 20062007 Proxy Statement entitled “Principal Accountant Fees and Services” is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULE |
(a)(1) and (a)(2) Financial Statements. The Financial Statements of the Company and Supplementary Data filed as part of this Annual Report on Form 10-K are on pages 3940 to 6267 of this Annual Report.
(a)(3) Exhibits.
(b) See Exhibit Index beginning on page 7074 for a description of the documents that are filed as Exhibits to this Annual Report on Form 10-K or incorporated herein by reference.
Schedule II
Valuation and Qualifying Accounts
(in thousands)
Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions (a) | Balance at End of Period | |||||||||||
Year Ended December 31, 2006: | ||||||||||||||||
Allowance for doubtful accounts | $ | 7,340 | $ | 409 | $ | — | $ | (1,017 | ) | $ | 6,732 | |||||
Product warranty | 9,907 | 4,804 | — | (3,549 | ) | 11,162 | ||||||||||
Year Ended December 31, 2005: | ||||||||||||||||
Allowance for doubtful accounts | $ | 7,825 | $ | 1,158 | $ | — | $ | (1,643 | ) | $ | 7,340 | |||||
Product warranty | 9,140 | 4,178 | — | (3,411 | ) | 9,907 | ||||||||||
Year Ended December 31, 2004: | ||||||||||||||||
Allowance for doubtful accounts | $ | 8,852 | $ | 1,882 | $ | — | $ | (2,909 | ) | $ | 7,825 | |||||
Product warranty | 8,642 | 3,375 | — | (2,877 | ) | 9,140 | ||||||||||
| (a) | Charges to the accounts included in this column are for the purposes for which the reserves were created. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of March 14, 2006.6, 2007.
COLUMBIA SPORTSWEAR COMPANY | ||
By: | /s/ BRYAN L. TIMM | |
Bryan L. Timm Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated as of March 14, 2006.6, 2007.
Signatures | Title | |
/s/ TIMOTHY P. BOYLE Timothy P. Boyle | President and Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ BRYAN L. TIMM Bryan L. Timm | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
/s/ GERTRUDE BOYLE Gertrude Boyle | Chairman of the Board of Directors | |
/s/ SARAH A. BANY Sarah A. Bany | Director | |
/s/ EDWARD S. GEORGE Edward S. George | Director | |
/s/ MURREY R. ALBERS Murrey R. Albers | Director | |
/s/ JOHN W. STANTON John W. Stanton | Director | |
/s/ WALTER T. KLENZ Walter T. Klenz | Director | |
/s/ STEPHEN E. BABSON Stephen E. Babson | Director | |
/s/ ANDY D. BRYANT Andy D. Bryant | Director | |
Schedule II
Valuation and Qualifying Accounts
(in thousands)
Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions (a) | Balance at End of Period | |||||||||||
Year Ended December 31, 2005: | ||||||||||||||||
Allowance for doubtful accounts | $ | 7,825 | $ | 1,158 | $ | — | $ | (1,643 | ) | $ | 7,340 | |||||
Product warranty | 9,140 | 4,178 | — | (3,411 | ) | 9,907 | ||||||||||
Year Ended December 31, 2004: | ||||||||||||||||
Allowance for doubtful accounts | $ | 8,852 | $ | 1,882 | $ | — | $ | (2,909 | ) | $ | 7,825 | |||||
Product warranty | 8,642 | 3,375 | — | (2,877 | ) | 9,140 | ||||||||||
Year Ended December 31, 2003: | ||||||||||||||||
Allowance for doubtful accounts | $ | 9,341 | $ | 2,325 | $ | — | $ | (2,814 | ) | $ | 8,852 | |||||
Product warranty | 7,800 | 3,834 | — | (2,992 | ) | 8,642 | ||||||||||
| Exhibit Index | ||
| 3.1 | Third Restated Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000) | |
| 3.2 | 2000 Restated Bylaws (incorporated by reference to exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000) | |
| 4.1 | See Article II of Exhibit 3.1 and Article I of Exhibit 3.2 | |
| +10.1 | 1997 Stock Incentive Plan, as amended (incorporated by reference to | |
Form of Incentive Stock Option Agreement | ||
Form of Nonstatutory Stock Option | ||
| +10.3(a) | Form of Executive Stock Option Agreement (incorporated by reference to exhibit 10.3 (a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000) | |
| +10.3(b) | Form of Nonstatutory Stock Option Agreement for stock options granted on or after July 20, 2006 (incorporated by reference to exhibit 99.1 to the Company’s Form 8-K filed on July 20, 2006). | |
| +10.3(c) | Form of Restricted Stock Unit Award Agreement (incorporated by reference to exhibit 99.2 to the Company’s Form 8-K filed on July 20, 2006). | |
| +10.3(d) | Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to exhibit 99.3 to the Company’s Form 8-K filed on July 20, 2006). | |
| *10.4 | Credit Agreement between the Hong Kong and Shanghai Banking Corporation Limited and the Company dated September 17, 1991, as amended | |
| | ||
Credit Agreement between the Company and Wells Fargo Bank National Association dated December 16, 2004 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004) | ||
| 10.5(a) | First Amendment to Credit Agreement between the Company and Wells Fargo Bank National Association dated December 22, 2005 (incorporated by reference to the Company’s Form 8-K filed on December 27, 2005) | |
| | ||
| | ||
| Lease between BB&S Development Company and the Company, dated February 12, 1996 | ||
| | Lease between B.A.R.K. Holdings, Inc. and Columbia Sportswear Canada Limited, dated January 3, 1994 | |
| | Lease Amending Agreement between B.A.R.K. Holdings, Inc. and Columbia Sportswear Canada Limited, dated January 1, 2002 (incorporated by reference to exhibit 10.12 (a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001) | |
| | Indemnity Agreement between Columbia Sportswear Company and B.A.R.K. Holdings, Inc., dated January 1, 2002 (incorporated by reference to exhibit 10.12 (b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001) | |
| | ||
| Form of Indemnity Agreement for Directors | ||
| | Form of Agreement Regarding Plan of Recapitalization Among the Company and Shareholders | |
| | ||
| 1999 Employee Stock Purchase Plan, as amended (incorporated by reference to exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001) | ||
| | Executive Incentive Compensation Plan, as amended (incorporated by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000) | |
| Form of Indemnity Agreement for Directors and Executive Officers (incorporated by reference to exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004) | |||
| | Summary of Compensatory Arrangements with Directors | ||
| +10.16 | Summary of Compensatory Arrangements with Named Executive Officers | ||
| 21.1 | Subsidiaries of the Company | ||
| 23.1 | Consent of Deloitte & Touche LLP | ||
| 31.1 | Rule 13a-14(a) Certification of Timothy P. Boyle, President and Chief Executive Officer | ||
| 31.2 | Rule 13a-14(a) Certification of Bryan L. Timm, Chief Financial Officer | ||
| 32.1 | Section 1350 Certification of Timothy P. Boyle, President and Chief Executive Officer | ||
| 32.2 | Section 1350 Certification of Bryan L. Timm, Chief Financial Officer | ||
| + | Management Contract or Compensatory Plan |
| * | Incorporated by reference to the Company’s Registration Statement on Form S-1 (Reg. No. 333-43199). |
72
75