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Form 8-K Under Armour, Inc. For: Oct 30

October 30, 2020 8:01 AM
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UNDER ARMOUR REPORTS THIRD QUARTER 2020 RESULTS;
PROVIDES OUTLOOK FOR 2020

BALTIMORE, Oct. 30, 2020 – Under Armour, Inc. (NYSE: UA, UAA) today announced financial results for the third quarter ended September 30, 2020. The company reports its financial performance in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This press release refers to “currency neutral” and “adjusted” amounts, which are non-GAAP financial measures described below under the “Non-GAAP Financial Information” paragraph. References to adjusted financial measures exclude the impact of the company’s 2020 restructuring plan and related impairment charges, impairments associated with certain long-lived assets and goodwill and related tax effects, and with respect to certain measures, the non-cash amortization of debt discount on the company’s convertible debt, deal-costs related to the pending sale of MyFitnessPal and related tax effects. The reconciliation of non-GAAP amounts to the most directly comparable financial measure calculated according to GAAP is presented in supplemental financial information furnished with this release. All per share amounts are reported on a diluted basis.

“Our third-quarter results reflect considerably better than expected performance due to higher demand and our strong execution, especially in North America,” said Under Armour President and CEO Patrik Frisk. “We believe that the critical mass of our transformational challenges is behind us, and we remain sharply focused on operational improvements and financial discipline to accelerate strategies to create sustainable, long-term growth for the Under Armour brand and our shareholders.”

Third Quarter 2020 Review

Revenue was flat at $1.4 billion compared to the prior year.
Wholesale revenue decreased 7 percent to $830 million and direct-to-consumer revenue increased 17 percent to $540 million, driven by continued strong growth in eCommerce.
North America revenue decreased 5 percent to $963 million and international revenue increased 18 percent to $433 million (up 17 percent currency neutral). Within the international business, revenue increased 31 percent in EMEA (up 26 percent currency neutral), increased 15 percent in Asia-Pacific (up 16 percent currency neutral), and decreased 15 percent in Latin America (down 7 percent currency neutral).
Apparel revenue decreased 6 percent to $927 million. Footwear revenue increased 19 percent to $299 million. Accessories revenue increased 23 percent to $145 million.
Gross margin decreased 40 basis points to 47.9 percent compared to the prior year, driven primarily by negative impacts from COVID-19 related discounting and product mix partially offset by supply chain efficiencies and channel mix.
Selling, general & administrative expense was relatively unchanged from the prior year at $554 million.
Restructuring and impairment charges were $74 million consisting of $70 million of restructuring and related impairment charges and $4 million from long-lived asset impairments. Through the third quarter, the company has recognized $550 million of restructuring and impairment charges consisting of $410 million in restructuring and related impairment charges ($326 million in non-cash and $84 million in cash) and $140 million from impairments of long-lived assets and goodwill.
Operating income was $59 million. Excluding the impact of restructuring and impairment charges, adjusted operating income was $133 million.
Net income was $39 million. Adjusted net income was $118 million.
Diluted earnings per share was $0.09. Adjusted diluted earnings per share was $0.26.
Inventory was up 17 percent to $1.1 billion.


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Cash and Liquidity
The company ended the third quarter with Cash and Cash Equivalents of $866 million.
No borrowings were outstanding under the company’s $1.1 billion revolving credit facility at the end of the third quarter.

Fiscal 2020 Outlook

Due to ongoing uncertainty related to COVID-19 and its potential effect on global markets, the company expects material impacts on its business results for the remainder of 2020 and into 2021. Key points related to Under Armour’s full-year 2020 outlook include:

Revenue is expected to be down at a high-teen percentage rate compared to 2019 results, reflecting a low twenties percentage rate decline in North America and a high-single-digit percentage rate decline within the international business. For the fourth quarter, the company now expects revenue to be down at a low-teen percentage rate, versus the previous down 20 to 25 percent expectation, impacted by the following factors:
Expected year-end timing impacts from COVID-19, related to customer order flow and changes in supply chain timing resulting in more planned spring product deliveries in early 2021 versus late 2020.
An anticipated substantial decline in licensing revenue due to lower contractual royalty minimums and contract settlements realized in the prior year.
Lower planned excess inventory sales to the off-price channel.
Gross margin is expected to be up 20 to 40 basis points versus 2019 due to channel mix benefits and supply chain efficiencies, offset mainly by discounting related to COVID-19. For the fourth quarter, the company anticipates meaningful gross margin pressure primarily related to expectations around a more promotional environment relative to the prior year.
Operating loss is expected to reach approximately $800 million to $860 million. Excluding the impact of restructuring and impairment charges, adjusted operating loss is expected to reach approximately $140 million to $150 million.
Adjusted interest and other expense net is planned at approximately $55 million.
Adjusted diluted loss per share is expected to be in the range of $0.47 to $0.49.
Inventory is expected to be up approximately 10 percent at the end of 2020.
Capital expenditures are planned at approximately $80 million compared to $144 million in 2019.

COVID-19 Update

Under Armour continues to monitor COVID-19 globally, complying with guidance from government entities and public health authorities. The company remains focused on protecting our teammates and consumers’ health and safety while working with our suppliers and customers to minimize potential disruptions. The vast majority of locations where Under Armour is sold are now open. In the company’s owned and operated retail stores, traffic trends remain challenged; however, conversion trends remain strong. Additionally, the company experienced significant eCommerce growth around the world during the quarter. The fourth quarter and full-year outlook provided today assume the vast majority of retail locations where Under Armour is sold will continue to remain open and operate under similar health and safety requirements for the remainder of the year.

MyFitnessPal Platform Sale Announcement

In a separate press release today, the company announced that it has entered into a definitive agreement to sell the MyFitnessPal platform to Francisco Partners, a private equity firm. The transaction value is $345


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million, inclusive of the achievement of potential earn-out payments and subject to working capital and other customary adjustments. The transaction, which is expected to close in the fourth quarter of 2020, is subject to customary closing conditions and regulatory approvals. The fourth quarter and full-year outlook provided today do not include the impact of the potential sale of MyFitnessPal.

MyFitnessPal is currently reported within Under Armour's Connected Fitness segment, which also contains the MapMyFitness and Endomondo platforms. In conjunction with this announcement, the company indicated that it would discontinue its Endomondo platform at the end of 2020. The MapMyFitness platform, which includes MapMyRun and MapMyRide, remains a crucial element of Under Armour's digital strategy, as does its connected footwear business.

Conference Call and Webcast

Under Armour will hold its third quarter 2020 conference call and webcast today at approximately 8:30 a.m. Eastern Time. The call will be webcast live at https://about.underarmour.com/investor-relations/financials and will be archived and available for replay about three hours after the live event.

Non-GAAP Financial Information

This press release refers to “currency neutral” and “adjusted” amounts. Currency neutral financial information is calculated to exclude the impact of changes in foreign currency exchange rates. Management believes this information is useful to investors to compare the company’s results of operations period-over-period. Adjusted financial measures exclude the impact of the company’s 2020 restructuring plan and related impairment charges, impairments associated with certain long-lived assets and goodwill, and related tax effects. Management believes this information is useful to investors because it enhances visibility into its actual underlying results, excluding these impacts. Adjusted net loss and adjusted diluted loss per share also exclude the non-cash amortization of debt discount on the company’s convertible senior notes, deal-costs related to the pending sale of MyFitnessPal and related tax effects. Management believes the non-cash portion of the interest expense, which represents the accretion of the bifurcated equity component of the convertible senior notes' conversion option, is not core to the company’s operations given the intent and ability to settle in shares of the company’s Class C common stock. Similarly, deal costs are not core to the company’s operation given dispositions are infrequent and non-recurring in nature. These supplemental non-GAAP financial measures should not be considered in isolation and should be contemplated in addition to, and not as an alternative for, the company’s reported results prepared per GAAP. Additionally, the company’s non-GAAP financial information may not be comparable to similarly titled measures reported by other companies.

About Under Armour, Inc.

Under Armour, Inc., headquartered in Baltimore, Maryland, is a leading inventor, marketer and distributor of branded athletic performance apparel, footwear and accessories. Powered by one of the world’s largest digitally connected fitness and wellness communities, Under Armour’s innovative products and experiences are designed to help advance human performance, making all athletes better. For further information, please visit https://about.underarmour.com.

Forward Looking Statements

Some of the statements contained in this press release constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding


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our future financial condition or results of operations, the impact of the COVID-19 pandemic on our business, our plans to reduce our 2020 operating expenses, anticipated charges and restructuring costs, projected savings related to our restructuring plans and our planned sale of our MyFitnessPal platform and the timing thereof. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “assumes,” “anticipates,” “believes,” “estimates,” “predicts,” “outlook,” “potential” or the negative of these terms or other comparable terminology. The forward-looking statements contained in this press release reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to: the impact of the COVID-19 pandemic on our industry and our business, financial condition and results of operations; changes in general economic or market conditions that could affect overall consumer spending or our industry; changes to the financial health of our customers; loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; our ability to access capital and financing required to manage our business on terms acceptable to us; our ability to successfully execute our long-term strategies; our ability to successfully execute any potential restructuring plans and realize their expected benefits; our ability to effectively drive operational efficiency in our business; our ability to manage the increasingly complex operations of our global business; our ability to comply with existing trade and other regulations, and the potential impact of new trade, tariff and tax regulations on our profitability; our ability to effectively develop and launch new, innovative and updated products; our ability to accurately forecast consumer demand for our products and manage our inventory in response to changing demands; any disruptions, delays or deficiencies in the design, implementation or application of our new global operating and financial reporting information technology system; increased competition causing us to lose market share or reduce the prices of our products or to increase significantly our marketing efforts; fluctuations in the costs of our products; our ability to further expand our business globally and to drive brand awareness and consumer acceptance of our products in other countries; our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results; our ability to successfully manage or realize expected results from acquisitions and other significant investments or capital expenditures; risks related to foreign currency exchange rate fluctuations; our ability to effectively market and maintain a positive brand image; the availability, integration and effective operation of information systems and other technology, as well as any potential interruption of such systems or technology; risks related to data security or privacy breaches; our potential exposure to litigation and other proceedings; and our ability to attract key talent and retain the services of our senior management and key employees. The forward-looking statements contained in this press release reflect our views and assumptions only as of the date of this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

# # #

Under Armour Contacts:
Lance AllegaBlake Simpson
SVP, Investor Relations & Corporate DevelopmentSVP, Global Communications, Community Impact & Events
(410) 246-6810(443) 630-9959


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Under Armour, Inc.
For the Three and Nine Months Ended September 30, 2020 and 2019
(Unaudited; in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30,Nine Months Ended September 30,
2020% of Net
Revenues
2019% of Net
Revenues
2020% of Net
Revenues
2019% of Net
Revenues
Net revenues$1,433,021 100.0 %$1,429,456 100.0 %$3,070,901 100.0 %$3,825,907 100.0 %
Cost of goods sold746,701 52.1 %739,558 51.7 %1,604,428 52.2 %2,036,901 53.2 %
Gross profit686,320 47.9 %689,898 48.3 %1,466,473 47.8 %1,789,006 46.8 %
Selling, general and administrative expenses553,549 38.6 %550,978 38.5 %1,586,156 51.7 %1,626,309 42.5 %
Restructuring and impairment charges74,201 5.2 %— — %549,601 17.9 %— — %
Income (loss) from operations58,570 4.1 %138,920 9.7 %(669,284)(21.8)%162,697 4.3 %
Interest expense, net(14,955)(1.0)%(5,655)(0.4)%(32,251)(1.1)%(15,881)(0.4)%
Other expense, net(7,184)(0.5)%(429)— %(10,493)(0.3)%(2,224)(0.1)%
Income (loss) before income taxes36,431 2.5 %132,836 9.3 %(712,028)(23.2)%144,592 3.8 %
Income tax expense (benefit)(3,714)(0.3)%29,344 2.1 %14,696 0.5 %31,735 0.8 %
Loss from equity method investments(1,199)(0.1)%(1,177)(0.1)%(6,906)(0.2)%(5,414)(0.1)%
Net income (loss)$38,946 2.7 %$102,315 7.2 %$(733,630)(23.9)%$107,443 2.8 %
Basic net income (loss) per share of Class A, B and C common stock$0.09 $0.23 $(1.62)$0.24 
Diluted net income (loss) per share of Class A, B and C common stock$0.09 $0.23 $(1.62)$0.24 
Weighted average common shares outstanding Class A, B and C common stock
Basic454,541 451,385 453,847 450,739 
Diluted456,674 454,695 453,847 454,047 


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Under Armour, Inc.
For the Three and Nine Months Ended September 30, 2020 and 2019
(Unaudited; in thousands)
NET REVENUES BY PRODUCT CATEGORY
Three Months Ended September 30,Nine Months Ended September 30,
20202019% Change20202019% Change
Apparel$927,041 $985,623 (5.9)%$1,951,186 $2,499,989 (22.0)%
Footwear298,687 250,596 19.2 %693,464 827,223 (16.2)%
Accessories145,060 118,164 22.8 %268,912 306,406 (12.2)%
Total net sales1,370,788 1,354,383 1.2 %2,913,562 3,633,618 (19.8)%
Licensing revenues25,121 29,602 (15.1)%51,244 76,567 (33.1)%
Connected Fitness36,894 39,346 (6.2)%102,600 101,385 1.2 %
Corporate Other (1)218 6,125 (96.4)%$3,495 $14,337 (75.6)%
Total net revenues$1,433,021 $1,429,456 0.2 %$3,070,901 $3,825,907 (19.7)%
NET REVENUES BY SEGMENT
Three Months Ended September 30,Nine Months Ended September 30,
20202019% Change20202019% Change
North America$962,565 $1,015,920 (5.3)%$2,021,247 $2,675,389 (24.5)%
EMEA210,111 160,981 30.5 %437,140 440,405 (0.7)%
Asia-Pacific178,895 154,898 15.5 %397,846 453,296 (12.2)%
Latin America44,338 52,186 (15.0)%108,573 141,095 (23.0)%
Connected Fitness36,894 39,346 (6.2)%102,600 101,385 1.2 %
Corporate Other (1)218 6,125 (96.4)%3,495 $14,337 (75.6)%
Total net revenues$1,433,021 $1,429,456 0.2 %$3,070,901 $3,825,907 (19.7)%
INCOME (LOSS) FROM OPERATIONS
Three Months Ended September 30,Nine Months Ended September 30,
2020% of Net Revenues (2)2019% of Net Revenues (2)2020% of Net Revenues (2)2019% of Net Revenues (2)
North America$224,593 23.3 %$237,229 23.4 %$251,579 12.4 %$536,700 20.1 %
EMEA40,834 19.4 %21,989 13.7 %43,840 10.0 %44,700 10.1 %
Asia-Pacific19,248 10.8 %34,666 22.4 %(30,040)(7.6)%74,116 16.4 %
Latin America1,802 4.1 %233 0.4 %(50,756)(46.7)%(4,017)(2.8)%
Connected Fitness6,629 18.0 %7,023 17.8 %14,020 13.7 %8,103 8.0 %
Corporate Other(234,536)NM(162,220)NM(897,927)NM(496,905)NM
Income (loss) from operations$58,570 4.1 %$138,920 9.7 %$(669,284)(21.8)%$162,697 4.3 %
(1) Corporate Other consists of foreign currency hedge gains and losses related to revenues generated by entities within our geographic operating segments, but managed through our central foreign exchange risk management program.
(2) Operating income (loss) percentage is calculated based on total segment net revenues. Additionally, the operating income (loss) percentage for Corporate Other is not presented as it is not a meaningful metric (NM).


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Under Armour, Inc.
As of September 30, 2020, December 31, 2019 and September 30, 2019
(Unaudited; in thousands)
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2020December 31, 2019September 30, 2019
Assets
Current assets
Cash and cash equivalents$865,609 $788,072 $416,603 
Accounts receivable, net806,916 708,714 843,495 
Inventories1,056,845 892,258 906,544 
Prepaid expenses and other current assets243,971 313,165 292,447 
Total current assets2,973,341 2,702,209 2,459,089 
Property and equipment, net680,871 792,148 778,894 
Operating lease right-of-use assets560,146 591,931 595,832 
Goodwill493,631 550,178 541,798 
Intangible assets, net37,274 36,345 37,811 
Deferred income taxes45,995 82,379 90,860 
Other long term assets72,293 88,341 129,481 
Total assets$4,863,551 $4,843,531 $4,633,765 
Liabilities and Stockholders’ Equity
Accounts payable$643,315 $618,194 483,627 
Accrued expenses309,096 374,694 309,305 
Customer refund liabilities197,496 219,424 209,785 
Operating lease liabilities156,885 125,900 119,446 
Other current liabilities141,607 83,797 77,498 
Total current liabilities1,448,399 1,422,009 1,199,661 
Long term debt, net of current maturities997,347 592,687 591,995 
Operating lease liabilities, non-current872,791 580,635 588,490 
Other long term liabilities74,668 98,113 99,953 
Total liabilities3,393,205 2,693,444 2,480,099 
Total stockholders’ equity1,470,346 2,150,087 2,153,666 
Total liabilities and stockholders’ equity$4,863,551 $4,843,531 $4,633,765 










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Under Armour, Inc.
For the Nine Months Ended September 30, 2020 and 2019
(Unaudited; in thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine Months Ended September 30,
 20202019
Cash flows from operating activities
Net income (loss)$(733,630)$107,443 
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization124,169 140,443 
Unrealized foreign currency exchange rate gain (loss)(3,676)12,885 
Loss on disposal of property and equipment3,547 2,884 
Impairment charges452,945 — 
Amortization of bond premium6,910 190 
Stock-based compensation32,770 38,048 
Deferred income taxes19,172 23,827 
Changes in reserves and allowances22,910 (22,778)
Changes in operating assets and liabilities:
Accounts receivable(105,874)(187,585)
Inventories(159,930)123,364 
Prepaid expenses and other assets64,404 73,753 
Other non-current assets(288,111)5,939 
Accounts payable17,972 (67,336)
Accrued expenses and other liabilities301,720 (52,466)
Customer refund liabilities(23,164)(88,710)
Income taxes payable and receivable18,159 (7,433)
Net cash provided by (used in) operating activities(249,707)102,468 
Cash flows from investing activities
Purchases of property and equipment(71,639)(105,767)
Purchases of other assets— (1,273)
Purchase of businesses(38,848)— 
Net cash used in investing activities(110,487)(107,040)
Cash flows from financing activities
Proceeds from long term debt and revolving credit facility1,288,753 25,000 
Payments on long term debt and revolving credit facility(800,000)(162,817)
Purchase of capped call(47,850)— 
Employee taxes paid for shares withheld for income taxes(3,285)(4,088)
Proceeds from exercise of stock options and other stock issuances3,855 5,797 
Payments of debt financing costs(5,150)(2,661)
Other financing fees— 77 
Net cash provided by (used in) financing activities436,323 (138,692)
Effect of exchange rate changes on cash, cash equivalents and restricted cash2,398 4,809 
Net increase in (decrease in) cash, cash equivalents and restricted cash78,527 (138,455)
Cash, cash equivalents and restricted cash
Beginning of period796,008 566,060 
End of period$874,535 $427,605 




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Under Armour, Inc.
For the Three Months Ended September 30, 2020
(Unaudited)

The table below presents the reconciliation of net revenue growth (decline) calculated according to GAAP to currency neutral net revenue a non-GAAP measure. See "Non-GAAP Financial Information" above for further information regarding the Company's use of non-GAAP financial measures.
CURRENCY NEUTRAL NET REVENUE GROWTH (DECLINE) RECONCILIATION
Three months ended September 30, 2020
Total Net Revenue
Net revenue growth - GAAP0.2 %
Foreign exchange impact— %
Currency neutral net revenue growth - Non-GAAP0.2 %
North America
Net revenue decline - GAAP(5.3)%
Foreign exchange impact0.2 %
Currency neutral net revenue decline - Non-GAAP(5.1)%
EMEA
Net revenue growth - GAAP30.5 %
Foreign exchange impact(4.3)%
Currency neutral net revenue growth - Non-GAAP26.2 %
Asia-Pacific
Net revenue growth - GAAP15.5 %
Foreign exchange impact0.1 %
Currency neutral net revenue growth - Non-GAAP15.6 %
Latin America
Net revenue decline - GAAP(15.0)%
Foreign exchange impact8.2 %
Currency neutral net revenue decline - Non-GAAP(6.8)%
Total International
Net revenue growth - GAAP17.7 %
Foreign exchange impact(0.6)%
Currency neutral net revenue growth - Non-GAAP17.1 %








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Under Armour, Inc.
For the Three Months Ended September 30, 2020
(Unaudited)

The tables below present the reconciliation of the Company's consolidated statement of operations presented in accordance with GAAP to certain adjusted non-GAAP financial measures discussed in this press release. See "Non-GAAP Financial Information" above for further information regarding the Company's use of non-GAAP financial measures.


ADJUSTED OPERATING INCOME RECONCILIATION
Three months ended September 30, 2020
Income from operations$58,570 
Add: Impact of restructuring and related impairment70,232 
Add: Impact of impairment 3,969 
Adjusted income from operations$132,771 

ADJUSTED NET INCOME RECONCILIATION
Three months ended September 30, 2020
Net income$38,946 
Add: Impact of restructuring and related impairment68,208 
Add: Impact of impairment3,855 
Add: Impact of amortization of debt discount4,894 
Add: Impact of deal related costs2,149 
Adjusted net income$118,052 


ADJUSTED DILUTED EARNINGS PER SHARE RECONCILIATION
Three months ended September 30, 2020
Diluted net income per share$0.09 
Add: Impact of restructuring and related impairment0.15 
Add: Impact of impairment0.01 
Add: Impact of amortization of debt discount0.01 
Add: Impact of deal related costs— 
Adjusted diluted income per share$0.26 










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Under Armour, Inc.
As of September 30, 2020 and 2019
BRAND HOUSE AND FACTORY HOUSE DOOR COUNT
September 30,
20202019
Factory House172167
Brand House1818
   North America total doors190185
Factory House12296
Brand House11689
   International total doors238185
Factory House294263
Brand House134107
   Total doors428370

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