FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
For the fiscal year ended December 31, 2001
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
For the transition period from to
COLUMBIA SPORTSWEAR COMPANY
Oregon
|
0-23939 | 93-0498284 | ||
(State or other jurisdiction of | (Commission File | (IRS Employer | ||
incorporation or organization) | Number) | Identification Number) |
14375 NW Science Park Drive, Portland,
Oregon
(Address of principal executive offices) |
97229
(Zip Code) |
(503) 985-4000
Not Applicable
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Common Stock
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. o
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of February 28, 2002, was $399,638,000 based upon the last reported sale price of the Companys Common Stock as reported by the Nasdaq National Market System.
The number of shares of Common Stock outstanding on February 28, 2002, was 39,313,401.
Part III is incorporated by reference from the Registrants Proxy Statement for its 2002 Annual Meeting of Shareholders to be filed with the Commission within 120 days of December 31, 2001.
COLUMBIA SPORTSWEAR COMPANY
December 31, 2001
TABLE OF CONTENTS
Item | Page | |||||
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PART I | ||||||
Item 1.
|
Business | 1 | ||||
Item 2.
|
Properties | 9 | ||||
Item 3.
|
Legal Proceedings | 9 | ||||
Item 4.
|
Submission of Matters to a Vote of Security Holders | 9 | ||||
Item 4(a).
|
Executive Officers and Key Employees of the Registrant | 9 | ||||
PART II | ||||||
Item 5.
|
Market for Registrants Common Equity and Related Stockholder Matters | 11 | ||||
Item 6.
|
Selected Financial Data | 12 | ||||
Item 7.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations | 12 | ||||
Item 7(a).
|
Quantitative and Qualitative Disclosures about Market Risk | 22 | ||||
Item 8.
|
Financial Statements and Supplementary Data | 22 | ||||
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 41 | ||||
PART III | ||||||
Item 10.
|
Directors and Executive Officers of the Company | 41 | ||||
Item 11.
|
Executive Compensation | 41 | ||||
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management | 41 | ||||
Item 13.
|
Certain Relationships and Related Transactions | 41 | ||||
PART IV | ||||||
Item 14.
|
Exhibits, Financial Statement Schedules and Reports on Form 8-K | 42 | ||||
Signatures | 44 |
i
PART I
Item 1. Business
General
Founded in 1938 in Portland, Oregon, Columbia Sportswear Company® is a global leader in design, sourcing, marketing and distribution of active outdoor apparel and footwear, with operations in North America, Europe and Asia. As one of the largest outerwear companies in the world and the leading seller of skiwear in the United States, we have developed an international reputation across an expanding product line for quality, performance, functionality and value. We believe our award-winning advertising campaign effectively positions the Columbia® brand as active, outdoor, authentic and distinctly American.
Since 1938 we have grown from a small family-owned, regional hat distributor to a global leader in the active outdoor apparel and footwear industries. Known for durability and dependability at a reasonable price, we leveraged Columbias brand awareness in the 1990s by expanding into related merchandise categories and developing our head-to-toe outfitting concept. In 1998 we completed an initial public offering of our common stock. During 2001, we distributed our products to approximately 10,000 retailers in over 40 countries.
In September 2000 we added another internationally known brand to our business, acquiring the Sorel trademark and associated intellectual property through a Canadian bankruptcy proceeding for approximately $8 million in cash. We believe that Sorel®, a brand associated with quality cold weather boots for roughly four decades, complements our existing product offering, enhances our growth opportunities in footwear, and opens the door to distribution channels where we have not previously sold Columbia brand products.
On May 2, 2001, the Company announced that the Board of Directors approved a three-for-two split of the Companys Common Stock. 13,063,000 shares of Common Stock were distributed on June 4, 2001, to all shareholders of record at the close of business on May 17, 2001. All shares of common stock presented and the number of shares used in the computation of earnings per share have been restated to reflect the three-for-two stock split.
Our business is subject to many risks and uncertainties that could materially adversely affect our financial condition, results of operations and stock price. For a description of some of these risks and uncertainties, we encourage you to read Factors That May Affect Our Business and Our Common Stock in Managements Discussion and Analysis of Financial Condition and Results of Operations.
Products
We group our merchandise into four principal categories (1) outerwear, (2) sportswear, (3) rugged footwear and (4) related accessories. The durability, functionality and affordability of our products make them ideal for use in a wide range of outdoor activities, including skiing, snowboarding, hunting, fishing and hiking, as well as for casual wear. Across all of our product lines, we bring a commitment to innovative, functional product design and a reputation for durable, high quality materials and construction. We believe our broad range of competitively priced merchandise offers consumers one of the best price-value equations in the outdoor apparel and footwear industries.
We believe the Columbia brand represents a differentiated active, outdoor, authentic, value-oriented and distinctly American image. We design our products to reinforce this image. In both the design and production phases, we focus our efforts on the development of popular, higher volume products at moderate price points. Our attention to technical details such as pockets that double as vents, double storm flaps over zippers and gutters that facilitate water run-off, as well as the use of special technical materials, contribute to the authenticity and functionality of our entire selection of merchandise.
1
The following table shows the approximate
percentage of sales attributable to each of our principal
product categories during the last three fiscal years.
2001
2000
1999
51.7
%
52.5
%
54.9
%
29.9
33.0
31.7
13.9
11.2
9.4
4.5
3.3
4.0
100.0
%
100.0
%
100.0
%
Outerwear
Outerwear is our most established product category. It is designed to protect the wearer from inclement weather in everyday use and in a variety of outdoor activities, including skiing, snowboarding, hiking, hunting and fishing. Many of our jackets incorporate our popular Columbia Interchange System®, which was introduced in 1983 and features a 3- or 4-jackets-in-1 design. Jackets incorporating the Interchange System typically combine a durable, nylon outershell with a removable, zip-out liner. The outershell and the liner may be worn separately or together. This layering approach provides the wearer with a jacket for all seasons and weather conditions at a reasonable price.
Our skiwear line is the best selling brand of skiwear in the United States and includes products such as parkas, vests, ski pants and pullovers.
Our line of snowboard apparel, which carries the Convert® label, is another important component of the outerwear category. We were one of the first companies to identify and react to the rapid emergence of snowboarding as a popular sport, and as a result, our Convert line is now one of the top selling brands of snowboard apparel in the United States.
Hunting and fishing products constitute one of our longest running product lines in the outerwear category. These merchandise offerings include apparel for the serious sportsman engaged in a variety of hunting and fishing activities. All of these products, including parkas, shells, vests, liners, bib pants and rain suits incorporate a variety of specific-purpose, tailored features that enhance our reputation as a leader in this category of outerwear.
We also produce a separate line of youth outerwear products. The market for youth outerwear is significant and we are able to leverage our expertise in outerwear design and sourcing to meet the needs of the youth market.
Sportswear
In 1993 we targeted sportswear as a growth opportunity. Building on a foundation of authentic fishing and hunting shirts, we expanded our sportswear product offering, which resulted in sportswear sales accounting for approximately 29.9% of our net sales for 2001.
Our sportswear line is made up of outdoor sportswear and GRT®(Gear for Rugged Trekking, Travel and Training).
The outdoor sportswear product line, consisting primarily of hiking shorts, water sport trunks, fleece and pile products, sweaters, chinos, knit shirts, woven shirts, sweats, and jeans, appeals both to the serious outdoorsman and the more casual wearer who wants to project an outdoor image.
For the consumer interested in training, trekking and adventure travel, our GRT line of active outdoor performance apparel offers a line of lightweight products, many of which incorporate our Omni-Dry® system of moisture management.
Sportswear products are designed to be sold alongside our outerwear and rugged footwear products as part of our unified head-to-toe outfitting concept. Although the majority of our sportswear sales are to sporting
2
Rugged Footwear
We introduced rugged footwear in 1993. This category consists of both fall and spring seasonal outdoor footwear for adults and youth as well as cold weather, hiking/trail and rugged comfort styles. Many feature innovative technical designs that incorporate waterproof/breathable constructions, thermal insulation, advanced cushioning systems and high abrasion, slip-resistant outsoles. Rugged footwear as a percentage of our consolidated net sales has increased from approximately 2.9% in 1994 to approximately 13.9% in 2001. We believe the market for rugged footwear represents a substantial growth opportunity.
Our acquisition of the Sorel® trademark rights, associated brand names and other related intellectual property rights in September 2000 opens up potential opportunities for us in the footwear category. The prior owner of the Sorel brand, William H. Kaufman, Inc., filed for bankruptcy in 2000 allowing us the chance to acquire and rejuvenate an existing brand known for cold weather footwear for over forty years. We offered classic Sorel styles for fall 2001 as well as a line of special make products for some larger retailers. Sorel styles are being offered to current Columbia customers as well as to dealers who do not presently sell the Columbia footwear line.
Accessories
We also produce a line of accessories that includes hats, caps, scarves, gloves, mittens and headbands to complement our outerwear and sportswear lines.
Licensing
In June of 1999 we announced a strategy to build brand awareness by licensing our trademarks across a range of categories that complement our current offerings. We have since signed eleven licensing agreements, including North American agreements for Columbia brand casual and outdoor socks, packs and adventure travel bags, small personal leather goods and accessories, thermal tops and bottoms, shoe care products, watches and sports knives. We also entered into a global agreement for Columbia brand eyewear and a European license for socks. Our United States sock licensee began shipping during fall 2000 in the North American market with the European sock license starting shipments in spring 2002. The packs and adventure travel bags and small personal leather goods were available beginning in spring 2001, while the watches are scheduled to start shipping in spring 2002 and the thermal tops and bottoms and shoe care products are scheduled to begin shipping in fall 2002. Our eyewear and knives licensees are scheduled to begin shipping in spring 2003. In addition, in 2002 we are testing the market for tents and sleeping bags through a limited license involving one retail chain. In connection with the Sorel acquisition, we acquired a number of Sorel brand licensing agreements, including a license for shoe care products in North America and for outerwear, bags and other products in Japan.
Advertising, Marketing, and Promotion
Our creative and award-winning print and broadcast advertising campaigns have built brand awareness and have helped to highlight the strengths of our product line among consumers. The humorous advertisements feature Chairman Gertrude Boyle as an overbearing taskmaster one tough mother who demands high quality standards for our products. The advertisements, which often include witty dialogue between Mother Boyle and her son Tim, Columbias President and Chief Executive Officer, remind consumers of our long history of providing authentic outdoor apparel with exceptional value and help to create the image of a distinctly American brand.
One of our growth strategies is to increase the productivity of our existing customers by expanding the number of concept shops, focus areas and brand enhancement systems at customer retail locations. Concept shops and focus areas, which promote a consistent brand image, are located within the stores of our customers and are dedicated exclusively to selling our merchandise on a year-round basis. On a smaller scale, brand
3
Inventory Management
From the time of initial order through production, distribution and delivery, we manage our inventory in an effort to reduce risk. Our inventory management systems coupled with our enterprise-wide information system have enhanced our ability to manage our inventories by providing detailed inventory status from the time of initial factory order through shipment to our retail customers.
Additionally, through the use of incentive discounts we encourage early purchases by our customers to promote effective inventory management. We provide our customers with staggered delivery times through the spring and fall seasons, which also permits us and our customers to manage inventories effectively and thereby diminish the likelihood of closeout sales. Through our efforts to match our purchases of inventory to the receipt of customer orders, we believe we are able to reduce the risk of overcommitting to inventory purchases. This helps us avoid significant unplanned inventory build-ups and minimizes working capital requirements. This strategy, however, does not eliminate inventory risk entirely as we build a nominal amount of speculative inventory into our business model. Additionally, customer orders are subject to cancellation prior to shipment.
Product Design
Our experienced in-house merchandising and design teams work closely with internal sales and production teams as well as with retailers and consumers to produce products which are designed primarily for functionality and durability.
We also engineer technical garments with special performance features. Our outerwear features include Columbias Interchange System®, Radial Venting System TM , Radial Sleeve TM , Stretch Panels, the performance storm hood, and packable and reversible options. The GRT® line offers the Radial Leg Gusset TM , GRT Venting TM , Convertible Sleeve Tab, and convertible and packable garments. In Footwear we have features such as Quadensity® and our Hunting and Fishing garments have such features as the Columbia Comfort System TM , the PFG Venting System TM , and our Quarpel Thread Technology TM .
We distinguish ourselves by designing clothing that performs well in a wide range of weather conditions and for a variety of outdoor activities. To accomplish this we carefully choose the appropriate fabric or insulation for each garment. Those selected obtain optimum performance characteristics such as waterproofness, breathability, weight, durability, and wicking ability. For our outerwear collections we feature our premier waterproof/breathable Omni-Tech® technology. Three different levels are offered to meet different needs of waterproofness, breathability, and protection. In our GRT line we feature Omni-Dry® which is our high-performance moisture-management technology which renders superior results in a variety of conditions. Our footwear line features Omni-Grip® traction technology which is a specially formulated sticky rubber compound to allow superior traction as well as stability on wet and dry surfaces.
We feel that these technical innovations and product features provide versatility, comfort and value to our consumers.
Sourcing and Manufacturing
Our apparel and footwear products are produced by independent manufacturers selected, monitored and coordinated by regional Columbia employees to assure conformity to strict quality standards. We believe the use of these independent manufacturers increases production capacity and flexibility and reduces our costs.
Unlike many apparel companies, we use few independent agents in our sourcing activities. We maintain 15 sourcing and quality control offices in the Far East, each staffed by Columbia employees and managed by personnel native to the region. Personnel in these offices direct sourcing activities, help to ensure quality control and assist with the monitoring and coordination of overseas shipments. Final pricing for all orders, however, is approved by personnel from our U.S. headquarters. We believe Columbia personnel in the Far East, who are focused narrowly on our interests, are more responsive to our needs than independent agents
4
For 2001 we sourced approximately 97% (by dollar volume) of our products outside the United States, principally in the Far East. We monitor the selection of independent factories to ensure that no single manufacturer or country is responsible for manufacturing a disproportionate amount of our merchandise.
We believe the use of independent manufacturers, in conjunction with the use of Columbia sourcing personnel rather than agents, increases our production flexibility and capacity and allows us to maintain control over critical aspects of the sourcing process. Our approach also enables us to substantially limit our capital expenditures and avoid costs associated with managing a large production work force. We do not have formal arrangements with most of our contractors or suppliers other than through purchase orders. However, we believe our relationships with our contractors and suppliers are excellent and that the long-term, reliable and cooperative relationships that we have with many of our vendors provide us a competitive advantage over other apparel distributors.
By having Columbia employees in regions where we source our products, we enhance our ability to monitor factories to ensure their compliance with Columbias Standards of Manufacturing Practices. Our policies require every factory to comply with a code of conduct relating to factory working conditions and the treatment of workers involved in the production of Columbia brand products.
Our quality control program is designed to ensure our products meet the highest quality standards. Our employees monitor the quality of fabrics and other components and inspect prototypes of each product before starting production runs. In addition, our employees also perform quality control checks throughout the production process up to and including final shipment to our customers. We believe our attention to the quality control program is an important and effective means of maintaining the quality and reputation of our products.
Independent manufacturers generally produce our apparel using one of two principal methods. In the first method, the manufacturer purchases the raw materials needed to produce the garment from suppliers we approve, at prices and on terms negotiated by either that manufacturer or ourselves. A substantial portion of our merchandise is manufactured under this arrangement. In the second, sometimes referred to as cut, make, pack, and quota and used principally for production in China, we directly purchase the raw materials from suppliers, assure that the independent manufacturers have the necessary availability of import quotas, and ship the materials in a kit, together with patterns, samples, and most other necessary items, to the independent manufacturer to produce the finished garment. While this second arrangement advances the timing for inventory purchases and exposes us to additional risks before a garment is manufactured, we believe it further increases our manufacturing flexibility and frequently provides us with a cost advantage over other production methods.
We transact business on an order-by-order basis without exclusive commitments or arrangements to purchase from any single vendor. We believe, however, long term relationships with our vendors will help to assure adequate sources to produce a sufficient supply of goods in a timely manner and on satisfactory economic terms in the future.
By sourcing the bulk of our products outside the United States, we are subject to risks of doing business abroad. These risks include, but are not limited to, foreign exchange rate fluctuations, governmental restrictions and political or labor disturbances. In particular, we must continually monitor import requirements and transfer production as necessary to lessen the potential impact from increased tariffs or quota restrictions which may be periodically imposed.
We have from time to time experienced difficulty satisfying our raw material and finished goods requirements, and any such future difficulties could adversely affect our business operations. Three major factory groups accounted for approximately 17% of our total global production for 2001. Another company produces substantially all of the zippers used in our products. However, in both instances these companies have multiple factory locations, many of which are in different countries.
5
Sales and Distribution
Our products are sold to approximately 10,000 specialty and department store retailers throughout the world. Our strategy for continued growth is to focus on:
| Enhancing the productivity of existing retailers | |
| Expanding distribution in international markets | |
| Further developing the existing merchandise categories | |
| Increasing our penetration into the department store and specialty footwear channels. |
During the last three fiscal years, we recorded
the following geographic net sales percentages of our products.
2001
2000
1999
70.7
%
71.4
%
72.6
%
10.4
10.3
10.7
10.6
9.6
8.8
8.3
8.7
7.9
100.0
%
100.0
%
100.0
%
(1) | Includes direct sales to Japan, Korea and third-party distributors in Europe and elsewhere. |
See Note 14 of Notes to Consolidated Financial Statements for net sales, income before income tax, identifiable assets, interest expense, and depreciation and amortization by geographic segment.
North America
Approximately 45.7% of the retailers that offer our products worldwide are located in the United States and Canada. The sales in these two countries amounted to 81.1% of our total revenues for 2001. We work with 25 independent sales agencies that work with retail accounts that vary in size from single specialty store operations to the large chains made up of many stores in several locations.
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, this store provides us with the ability to test new marketing and merchandising techniques. We also operate nine 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 all of our products to United States retailers from our Rivergate Distribution Center located in Portland, Oregon, consisting of approximately 850,000 square feet. This includes a newly constructed 203,000 square foot addition to the existing automated distribution center which was completed in 2001. We expect the addition to be fully integrated into the existing distribution center in 2002. We handle Canadian distribution from a leased warehouse in Strathroy, Ontario. In some instances, we arrange to have the product shipped directly from the independent manufacturers to a customer-designated facility.
Europe
We currently have European sales offices in France, Germany, and the United Kingdom, with our European headquarters office located in Strasbourg, France. We currently sell our products directly to approximately 3,700 retailers in Western European countries, including the United Kingdom, where we began direct sales in spring 2001. Successful marketing and sales efforts, particularly in France, Spain, Italy and Germany, resulted in net direct sales of our products in Europe of $82.3 million in 2001.
6
We currently distribute our apparel and footwear products in Europe through two different distribution centers which are both located in The Netherlands and are both owned and operated by an independent logistics company. In 2001 we began construction of a new 269,000 square foot distribution facility in Cambrai, France, which we will own and operate. We anticipate that the new facility will be operational for the spring 2003 shipping season. This new facility will ultimately replace both distribution centers in The Netherlands; however, only the apparel facility will initially be replaced. This timetable, however, is subject to a number of factors, including construction of the new facility on acceptable terms, our ability to integrate a new facility with existing operations, the availability of labor, raw materials and other inputs on anticipated terms, our ability to obtain any necessary governmental approvals in a timely fashion, and uncertainties associated with doing business abroad.
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, and during 2001 we sold our products to approximately 280 Japanese retailers. We believe that our sales approach in Japan creates an opportunity for accelerated sales growth in this region as economic conditions improve. In 1997 we began selling our products directly in South Korea. Our offices in Tokyo and Seoul coordinate sales and marketing efforts in Asia.
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, Europe, Russia and China.
Intellectual Property
We own many trademarks including Columbia®, Columbia Sportswear Company®, Convert®, Sorel®, Bugaboo®, Bugabootoo®, Omni-Tech®, GRT®, Omni-Grip®, Columbia Interchange System®, Tough Mother®, the Columbia diamond shaped logo and the Sorel polar bear. 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 items of apparel, footwear, and other products. We believe that our trademarks are of great value, providing the consumer with an assurance that the product being purchased is high quality and provides a good value. We also place significant value on product designs (the overall appearance and image of our products) which, as much as trademarks, distinguishes our products in the marketplace. In addition, in connection with the acquisition of the Sorel trademarks we acquired industrial designs and patents protecting some Sorel styles. We are very protective of 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 we expand in market share, geographic scope and product categories, intellectual property disputes are anticipated to 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 a minimum of three months prior to the date the products are shipped to customers. Generally, the orders are subject to cancellation prior to the date of shipment. At December 31, 2001, our backlog was $292.2 million, compared to $321.8 million at December 31, 2000. For a variety of reasons, including the timing of shipments, timing of order deadlines, timing of receipt of orders, product mix of customer orders and the amount of in-season orders, backlog may not be a reliable measure of future sales for any succeeding period. In addition, for these reasons backlog figures in one year may not be directly comparable to backlog figures in another year when measured at the same date.
7
Seasonality
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 mix weighted substantially toward the fall season. Results of operations in any period should not be considered indicative of the results to be expected for any future period. The sale of our products is subject to substantial cyclical fluctuation or impact from unseasonal weather conditions. Sales tend to decline in periods of recession or uncertainty regarding future economic prospects that affect consumer spending, particularly on discretionary items. This cyclicality and any related fluctuation in consumer demand could have a material adverse effect on the Companys results of operations, cash flows and financial position.
Competition
The active outerwear, sportswear and rugged footwear segments of the apparel industry are highly competitive and we believe this competition will increase. In addition, our licensees operate in very competitive markets (such as those for watches, adventure travel bags and hosiery). We encounter substantial competition in the active outerwear and sportswear business from, among others, The North Face, Inc., which was recently acquired by the VF Corporation, Marmot Mountain Ltd., Woolrich Woolen Mills, Inc., The Timberland Company (Timberland), Patagonia Corporation, Helly-Hansen A/ S, Burton and Pacific Trail (London Fog). In addition, we compete with major sport companies, such as Nike, Inc., Adidas AG and Reebok International Ltd., and with fashion-oriented competitors, such as Polo Ralph Lauren Corporation, Nautica Enterprises, Inc. and Tommy Hilfiger Corporation. Our rugged footwear line competes with, among others, Timberland, Nike ACG, Salomon S.A. and Kamik. Many of these companies have global operations and compete with us in Europe and Asia. In Europe we also face competition from such brands as Berghaus of the United Kingdom, Jack Wolfskin of Germany, La Fuma of France and many other regional brands. In Asia our competition is from brands such as Mont-Bell 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 labels. Some of our competitors are substantially larger and have greater financial, distribution, marketing and other resources than we do. We believe the primary competitive factors in the market for activewear are price, brand name, functionality, durability and style and that our product offerings are well positioned within the market.
Credit and Collection
We extend credit to our customers based on an assessment of a customers financial circumstances, 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. Some of our significant customers have experienced financial difficulties in the past, and future financial difficulties of customers could have a material adverse effect on our business.
Government Regulation
Many of our imports are subject to existing or potential governmental duties, tariffs or quotas that may limit the quantity of certain types of goods which may be imported into the United States and other countries. In addition, these duties often comprise a material portion of the cost of the merchandise. Although we are diligent in the monitoring of these trade restrictions, the United States or other countries could impose new or adjusted quotas, duties, tariffs or other restrictions, any of which could have a material adverse effect on our business.
Employees
At December 31, 2001 we had 1,636 full-time employees. Of these employees, 907 were based in the United States, 102 in Canada, 98 in Europe and 529 in Asia.
8
Item 2. Properties
Following is a summary of principal properties
owned or leased by us.
U.S. Distribution Facility:
Portland, Oregon (1
location) owned
Europe Distribution Facility(2):
Cambrai, France (1
location) owned
(1)
Lease expires at the end of 2011.
(2)
Facility is currently under construction and
anticipated to be operational for the spring 2003 shipping
season.
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. We do not have any pending litigation that is material.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 4(a).
Executive Officers and Key
Employees of the Registrant
The following table sets forth our executive
officers and certain key employees.
Name
Age
Position
78
Chairman of the Board(1)
52
Chief Executive Officer, President, Director(1)
55
Executive Vice President and Chief Operating
Officer(1)
44
Vice President of Finance and Administration,
Chief Financial Officer, Treasurer, Assistant Secretary(1)
53
Vice President and General Counsel, Secretary(1)
53
Senior Vice President of Sales and
Merchandising(1)
47
Vice President and General Manager
Outerwear Merchandising(1)
38
Vice President of Manufacturing and Operations(1)
42
General Manager Sportswear
Merchandising
50
General Manager Hunting, Fishing and
Accessories Merchandising
49
General Manager Footwear Merchandising
(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. Boyles 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 a heavy equipment retailer and Widmer Brothers Brewing Company. Mr. Boyle is Gertrude Boyles son.
Don R. Santorufo joined Columbia in 1979 as Purchasing and Production Manager, and in 1984 he was promoted to Vice President, Manufacturing and oversaw the development of our Asian manufacturing operations. He has served as Executive Vice President and Chief Operating Officer since January 1995. From 1977 to 1979 Mr. Santorufo was Production Manager for Jen-Cel-Lite Corporation, a sleeping bag and
9
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 named Vice President of Finance and Administration as well as Treasurer and Assistant Secretary. From 1985 to 1992, Mr. Anderson was an accountant with Deloitte & Touche LLP.
Carl K. Davis joined Columbia in October 1997 as Vice President and General Counsel. In May 2001, Mr. Davis was named Secretary. He was employed by Nike, Inc. from 1981 to October 1997 where he served in a variety of capacities, most recently as Director of International Trade.
Robert G. Masin joined Columbia in May 1989 as National Sales Manager and became General Merchandise Manager in July 1998. In May 2001, Mr. Masin was named Senior Vice President of Sales and Merchandising. From 1976 to 1989 he worked for W.L. Gore and Associates, a polymer technology and manufacturing and service company. From 1982 to 1989 he was National Sales Manager of Gores Fabric Division.
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. From 1977 to 1984, Mr. Prentice worked as a sales representative for Gerry Outdoor Products, a skiwear company based in Colorado.
Rick D. Carpenter joined Columbia in October 1988 as Inventory Planner and held various management positions in planning and customer operations until May 1998 when he was promoted to Director of Operations. In May 2001, Mr. Carpenter was named Vice President of Manufacturing and Operations. Prior to joining Columbia, Mr. Carpenter held warehouse management positions for Modern Merchandising.
Mark J. Sandquist joined Columbia in March 1995 as Senior Merchandiser of Mens and Womens Sportswear and in August 2000 was named General Manager Sportswear Merchandising. Prior to joining Columbia, Mr. Sandquist worked in various managerial positions for Union Bay from 1985 to 1995.
David W. Robinson joined Columbia in March 1995 as Senior Merchandiser of Hunting, Fishing and Accessories within Outerwear Merchandising and in December 1999 was named General Manager Hunting, Fishing, and Accessories Merchandising. Prior to joining Columbia, Mr. Robinson was Director of Operations for Video Lottery Technologies from 1992 to 1995, and prior to that he was a Vice President of Life Link International.
William J. Berta joined Columbia in November 1996 as Manager of U.S. Footwear Sales and in October 2000 was named General Manager of Sorel. In September 2001, Mr. Berta was named General Manager Footwear for both Columbia and Sorel. Prior to joining Columbia, Mr. Berta served in various sales management roles for Wolverine Worldwide, Daisy Manufacturing, and Hi-Tech Sports.
10
PART II
Item 5.
Market for Registrants
Common Equity and Related Stockholder Matters
Our Common Stock is listed on the Nasdaq National
Market and trades under the symbol COLM. At
February 28, 2002, there were approximately 180 holders of
record and approximately 6,300 beneficial shareholders.
Following are the high and low closing prices for
our Common Stock for the fiscal years ended December 31,
2001 and 2000:
Quarterly stock prices have been restated to
reflect the three-for-two stock split that was distributed on
June 4, 2001, to all shareholders of record at the close of
business on May 17, 2001.
Since our public offering in March of 1998, we
have not declared any dividends for shareholders. We anticipate
that all of our earnings in the foreseeable future will be
retained for the development and expansion of our business and,
therefore, we have no current plans to pay cash dividends.
Future dividend policy will depend on our earnings, capital
requirements, financial condition, restrictions imposed by our
credit agreement, and other factors considered relevant by our
Board of Directors. For certain restrictions on our ability to
pay dividends, see Note 5 of Notes to Consolidated
Financial Statements.
11
High
Low
$
40.13
$
30.32
$
50.99
$
30.00
$
47.40
$
20.75
$
35.05
$
20.21
$
16.33
$
11.83
$
20.67
$
14.50
$
31.83
$
17.83
$
36.00
$
22.71
Table of Contents
Item 6. Selected Financial Data
Selected Consolidated Financial Data
The selected financial data presented below for,
and as of the end of, each of the years in the five-year period
ended December 31, 2001 have been derived from our audited
financial statements. The financial data should be read in
conjunction with Consolidated Financial Statements and related
Notes that appear elsewhere in this Annual Report and
Managements Discussion and Analysis of Financial Condition
and Results of Operations set forth in Item 7.
Year Ended December 31,
2001
2000
1999
1998
1997
(In thousands, except per share amounts)
$
779,581
$
614,825
$
470,503
$
427,278
$
353,452
422,430
334,689
259,609
240,457
198,946
357,151
280,136
210,894
186,821
154,506
208,970
183,743
150,829
131,023
110,204
148,181
96,393
60,065
55,798
44,302
2,568
4,238
4,822
4,075
3,593
56,789
33,544
22,235
18,979
1,413
$
88,824
$
58,611
$
33,008
$
32,744
$
39,296
$
2.27
$
1.52
$
0.87
$
0.92
$
1.39
2.23
1.48
0.86
0.91
1.37
39,051
38,541
37,997
35,597
28,188
39,840
39,608
38,412
36,087
28,655
2001
2000
1999
1998
1997
$
270,959
$
191,612
$
144,105
$
109,505
$
69,706
114,889
105,288
86,465
74,059
48,300
474,967
375,086
304,990
269,478
174,477
25,047
26,000
26,665
27,275
2,831
353,389
248,989
184,375
149,414
110,535
(1) | For the year ended December 31, 1997, the Company was an S corporation and accordingly not subject to federal and state income taxes during the period then ended. |
(2) | The Company completed an Initial Public Offering (IPO) of 9,660,000 shares of Common Stock on April 1, 1998. |
(3) | Earnings per share and weighted average shares outstanding have been restated to reflect the three-for-two stock split that was distributed on June 4, 2001, to all shareholders of record at the close of business on May 17, 2001. |
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
All references to years relate to the fiscal year ended December 31 of such year.
12
Results of Operations
The following table sets forth, for the periods
indicated, the percentage relationship to net sales of certain
items in our consolidated statements of operations:
Year
Ended December 31, 2001 Compared to Year Ended
December 31, 2000
Net sales:
Net sales
increased 26.8% to $779.6 million in 2001 from
$614.8 million in 2000. Domestic sales increased 25.6% to
$551.2 million in 2001 from $438.9 million in 2000.
Canadian sales increased 28.8% to $81.3 million in 2001
from $63.1 million in 2000 and European direct sales
increased 39.5% to $82.3 million in 2001 from
$59.0 million in 2000. Net international sales, excluding
Canadian sales and European direct sales, increased 20.3% to
$64.7 million in 2001 from $53.8 million in 2000.
Overall, sales growth was driven by the increased penetration of
the Columbia brand within the existing customer base in all
markets as well as the introduction of Sorel branded footwear,
primarily in North America, in the fall of 2001. Specifically,
domestic department store sales increased to approximately 35.2%
in 2001 from approximately 30.5% in 2000. By product category,
the growth is attributable to increased sales of outerwear and
footwear units, including Sorel, predominantly in the United
States, Canada and Europe as well as increased sales of
sportswear units primarily in the United States and Europe.
Gross Profit:
Gross
profit as a percentage of net sales was 45.8% and 45.6% for 2001
and 2000, respectively. This increase was due to the following
factors including: (1) higher margins on spring outerwear
and reduction of close-out product shipments for the three
months ended March 31, 2001 when compared to the same
period in 2000, (2) reduced impact of currency fluctuation,
timely receipt of goods from factories, and minimal off-priced
selling for three months ended September 30, 2001 when
compared to same period in 2000, and (3) strong margins on
outerwear closeout activity during the three months ended
December 31, 2001. These increases were tempered by an
increase in sales of spring close-out products which produce
lower margins and negative effects of Euro currency during the
six months ended June 30, 2001.
Selling, General and Administrative
Expense:
Selling, general, and
administrative expense (SG&A) increased 13.8% to
$209.0 million in 2001 from $183.7 million in 2000,
primarily as a result of an increase in variable selling and
operating expenses to support the higher level of sales. As a
percentage of sales, SG&A decreased to 26.8% for the year
ended December 31, 2001 from 29.9% for the comparable
period in 2000. This change was primarily due to strong sales
growth in 2001, coupled with continued operating efficiencies
from global infrastructure investments and maintenance of
prudent cost control measures given the current economic
environment.
Interest Expense:
Interest expense decreased by 39.4% in
2001 from the comparable period in 2000. This decrease was
attributable to our increased cash position during the first,
second and fourth quarters of 2001 as compared to the same
periods in 2000 combined with our decreased borrowings and an
overall reduction in the short-term rates in 2001 when compared
to 2000.
13
Income Tax Expense:
The provision for income taxes was $56.8 million and
$33.5 million for 2001 and 2000, respectively. The
provision for income taxes as a percentage of pre-tax income was
39.0% and 36.4% for 2001 and 2000, respectively. The lower tax
rate in 2000 was due primarily to the utilization of foreign tax
credits which were not replicated in 2001.
Year
Ended December 31, 2000 Compared to Year Ended
December 31, 1999
Net sales:
Net sales
increased 30.7% to $614.8 million in 2000 from
$470.5 million in 1999. Domestic sales increased 28.5% to
$438.9 million in 2000 from $341.6 million in 1999.
Canadian sales increased 25.2% to $63.1 million in 2000
from $50.4 million in 1999 and European direct sales
increased 42.5% to $59.0 million in 2000 from
$41.4 million in 1999. Net international sales, excluding
Canadian sales and European direct sales, increased 45.0% to
$53.8 million in 2000 from $37.1 million in 1999.
These increases were primarily attributable to increased sales
of outerwear units, predominantly in the United States, Canada
and Europe, and increased sales of sportswear and footwear units
across all regions.
Gross Profit:
Gross
profit as a percentage of net sales was 45.6% and 44.8% for 2000
and 1999, respectively. This increase of 80 basis points in
gross margin was due to a combination of factors including
increased margin on sales of spring sportswear close-out
products for the three months ended June 30, 2000 when
compared to the three months ended June 30, 1999, and
strong domestic and Canadian margins resulting from minimal off
price selling during the six months ended December 31,
2000, partially offset by the weakness in the Euro currency.
These increases were offset by decreased sales of carry-over
fall close-out products during the three months ended
March 31, 2000 when compared to the three months ended
March 31, 1999.
Selling, General and Administrative
Expense:
Selling, general, and
administrative expense (SG&A) increased 21.8% to
$183.7 million in 2000 from $150.8 million in 1999,
primarily as a result of an increase in variable selling and
operating expenses to support the higher level of sales. As a
percentage of sales, SG&A decreased to 29.9% for the year
ended December 31, 2000 from 32.1% for the comparable
period in 1999. This change was primarily due to strong sales
growth in 2000, coupled with minimal additional investment in
infrastructure. In addition, the third quarter 1999 results
included a $1.5 million charge for the closing of our
Chaffee, Missouri manufacturing plant.
Interest Expense:
Interest expense decreased by 12.1% in
2000 from the comparable period in 1999. The decrease was
primarily attributable to our increased cash position during the
first, second and fourth quarters of 2000 as compared to the
same periods in 1999 and our decreased borrowings during the
third quarter of 2000 compared to third quarter of 1999.
Income Tax Expense:
The provision for income taxes was $33.5 million and $22.2
million for 2000 and 1999, respectively. The provision for
income taxes as a percentage of pre-tax income was 36.4% and
40.2% for 2000 and 1999, respectively. The decrease in tax rates
was due primarily to the utilization of foreign tax credits.
Liquidity and Capital Resources
We financed our operations in the year ended
December 31, 2001 primarily through cash provided by
operating activities and short-term borrowings. At
December 31, 2001, we had total cash equivalents of
$79.1 million compared to $35.5 million at
December 31, 2000. Cash provided by operating activities
was $68.3 million for the year ended December 31, 2001
compared to $52.2 million in 2000.
Our primary capital requirements are for working
capital and general corporate needs. Net cash used in investing
activities was $39.7 million for the year ended
December 31, 2001 and $28.8 million for the comparable
period in 2000. During the year ended December 31, 2001,
our major capital expenditures consisted of approximately
$15 million for the expansion and retrofit of our United
States distribution center, approximately $8 million to
develop our new corporate headquarters, and $8 million for
the construction of our European distribution facility.
14
Cash provided by financing activities was
$15.4 million for the year ended December 31, 2001 as
compared to cash used in financing activities of
$1.7 million for 2000. In 2001, net cash provided by
financing activities was primarily due to proceeds from the
exercise of employee stock options and employee stock purchase
plan of $8.2 million, net borrowings of short-term notes
payable of $3.4 million, and net borrowings of
$3.8 million of long-term debt.
To fund our domestic working capital
requirements, we have available unsecured revolving lines of
credit with aggregate seasonal limits ranging from
$35 million to $75 million, of which $10 million
to $50 million is committed. Additionally, we maintain
unsecured and uncommitted lines of credit with a combined limit
of $175 million available for issuing letters of credit.
Internationally, our subsidiaries have local currency operating
lines in place guaranteed by our domestic operations.
We continue our investment in global
infrastructure to support our growth, including the construction
and expansion of our distribution facilities. We anticipate the
capital expenditures associated with these distribution
projects, including the construction of a European distribution
center, will be approximately $29 million. Coupled with our
maintenance capital requirements, our anticipated capital
expenditures for 2002 will be approximately $37 million and
will be funded by existing cash and cash provided by operations.
However, if the need for additional financing arises, our
ability to obtain additional credit facilities will depend on
prevailing market conditions, our financial condition, and our
ability to negotiate favorable terms and conditions.
Our operations are affected by seasonal trends
typical in the outdoor apparel industry, which 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.
As our sportswear and footwear product lines mature, they will
have future impact on seasonal shipments and corresponding
working capital requirements. 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 shows our estimated
contractual commitments (in thousands):
2001
2000
1999
100.0
%
100.0
%
100.0
%
54.2
54.4
55.2
45.8
45.6
44.8
26.8
29.9
32.1
(1)
19.0
15.7
12.7
0.3
0.7
1.0
18.7
15.0
11.7
7.3
5.5
4.7
11.4
%
9.5
%
7.0
%
(1)
Includes a one-time charge of $1.5 million
related to the closure of the Companys manufacturing
facility in Chaffee, Missouri.
Table of Contents
Table of Contents
Year Ending December 31,
2002
2003
2004
2005
2006
Thereafter
$
4,775
$
4,682
$
4,406
$
4,407
$
4,407
$
7,145
2,737
1,570
1,340
1,023
634
1,109
366
366
366
366
366
1,828
(1)
These operating lease commitments are not
reflected on the consolidated balance sheet under accounting
principles generally accepted in the United States.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks from fluctuations of foreign currency exchange rates and interest rates due to our international sales, production and funding requirements. It is our policy to utilize financial instruments to reduce market risk where internal netting 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. 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 sales, purchases and other costs from the impact of exchange rate movements. This risk is managed by using forward exchange contracts and purchased options to hedge certain 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. Cross-currency swaps are used to hedge foreign currency denominated payments related to
15
The fair value of our hedges was favorable by $0.8 million and unfavorable by $1.6 million as of December 31, 2001 and 2000, respectively. A 10% change in the Euro, Japanese yen and Canadian dollar exchange rates would have resulted in the fair value fluctuating approximately $6.0 million at December 31, 2001 and $5.1 million at December 31, 2000. Changes in fair value, resulting from foreign exchange rate fluctuations, would be substantially offset by the change in value of the underlying hedged transactions.
The Companys exposure to market risk for changes in interest rates relate primarily to the Companys debt obligations. The Company has no cash flow exposure due to rate changes on its $25.0 million and $26.0 million of long-term debt as of December 31, 2001 and 2000, respectively. However, the company does have cash flow exposure on its committed and uncommitted bank lines of credit as interest is based on LIBOR and other interest rate indices.
Critical Accounting Policies and Estimates
Managements discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make certain estimates and judgments that affect the reported amounts of assets, liabilities, sales and associated costs of sales and expenses. We base our on-going estimates on historical experience and other various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies require significant judgments and estimates used in preparation of our consolidated financial statements.
We make estimates for the uncollectability of our accounts receivable. In order to estimate the amount and probability of customer accounts which will not be collected, we analyze specific customer accounts and review historical bad debts, customer concentrations, customer credit-worthiness, current economic trends, and changes in customer payment terms. Material differences may result in the amount and timing of SG&A for any period if we made different judgments or utilized different estimates.
Management makes estimates of potential future excess and obsolete inventory and product warranty costs. We specifically identify our excess inventory, a component of which is planned, and evaluate our purchase commitments, sales forecasts, and historical write-offs when estimating the reserve for obsolescence. When evaluating the reserve for warranty costs, we take into consideration our historical return rates by season, product sales mix, current economic trends, and the historical costs to repair, replace, or refund the original sale. Material differences in estimates of excess and obsolete inventory and product warranty costs may result in differences of the amount and timing of cost of sales for any period if we made different judgments or utilized different estimates.
Significant management judgment is required in determining the valuation allowance recorded against the net deferred tax asset in order to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event that we have different judgments or use different estimates in the future, it may affect the valuation allowance and accordingly, income for the period such determination was made.
Euro Currency Conversion
On January 1, 1999, the Euro was adopted as the national currency of the participating countries Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, Netherlands, Portugal and Spain. Greece adopted the Euro on January 1, 2001. Legacy currencies of the participating member states remained
16
All systems have been converted and are Euro compliant. We did not experience any significant operational disruptions during the implementation of the Euro. In addition, we did not incur any material costs from the implementation of the Euro.
Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. The statement eliminates amortization of goodwill and certain intangible assets with indefinite useful lives and instead sets forth methods to periodically evaluate these assets for impairment. SFAS No. 142 becomes effective for the Company beginning January 1, 2002. Management has evaluated the impact of the adoption of SFAS No. 142 and has determined that this standard will not have a material impact on the Companys financial position or the results of operations.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 establishes a single accounting model for long-lived assets to be disposed of and replaces SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and APB Opinion No. 30, Reporting Results of Operations Reporting the Effects of Disposal of a Segment of a Business. The provisions of this statement are effective beginning with fiscal years starting after December 15, 2001. Management has evaluated the impact of the adoption of this standard and has determined that this standard will not have a material impact on the Companys financial position or the results of operations.
Forward-Looking Statements
Item 1 of Part 1 and Items 7 and 7(a) of Part II of this Annual Report (as well as statements made from time to time by management) contain forward-looking statements that are subject to many risks and uncertainties. Forward-looking statements include any related to our expectations regarding future performance or conditions, including but not limited to potential growth in domestic and international markets, growth in merchandise categories, increased sales to department stores and footwear specialty shops, implementation and performance of new management information systems and distribution facilities, access to raw materials and factory capacity, financing and working capital requirements and resources, and expected expenses as a percentage of net sales. Many factors could have an adverse impact on our business and may cause actual results to differ materially from information included in such forward-looking statements. Some of the risk factors that could cause actual results to differ from those projected in forward-looking statements are described below, under the heading Factors That May Affect Our Business and Our Common Stock. We do not undertake any duty to update any forward-looking statements after the date they are made, to conform them to actual results or to changes in our expectations.
Factors That May Affect Our Business and Our Common Stock
Our Sales and Earnings May be Adversely Affected by an Economic Downturn or Economic Uncertainty
Sales of our products, particularly skiwear, are subject to substantial cyclical fluctuation. Consumer demand for our apparel and footwear, or our licensed 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. Continuing weakness in the Japanese economy, for example, has limited growth opportunities in recent years, and a slowing economy in the United States in 2001 has created additional uncertainties for our business. Our sensitivity to economic cyclicality and any related fluctuation in consumer demand could have a material adverse affect on our results of operations and financial condition.
17
We Are Affected by the Financial Health of Retailers
We extend credit to our customers based on an assessment of a customers financial circumstances, 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 experienced financial difficulties in the past, which in turn have had an adverse affect on our business, and in 2001 and 2002 we believe retailers have been more cautious than usual with orders as a result of weakness in the retail economy. A slowing economy in our key markets could have an adverse affect on the financial health of our customers, and therefore create additional risks for our business.
We Operate in Very Competitive Markets
The markets for outerwear, sportswear and rugged footwear are highly competitive, as are the markets for our licensees products. In each of our geographic markets, we face significant competition from global and regional branded apparel and footwear companies. In many instances, retailers who are our customers pose a significant competitive threat by marketing apparel and footwear under their own labels. We also compete with other apparel and footwear companies for the production capacity of independent manufacturers that produce our apparel and for import quota capacity. Many of our competitors are significantly larger and have substantially greater financial, distribution, marketing and other resources and have achieved greater recognition for their products than we have. Increased competition could result in reductions in display areas in retail locations, reductions in sales or reductions in prices of our products, any of which could have a material adverse affect on our business.
We Face Risks Associated with Consumer Preferences and Fashion Trends
We believe we have benefited from changing consumer preferences, including increased consumer interest in outdoor activities and lifestyle changes that emphasize apparel designed for these activities. Changes in consumer preferences or consumer interest in outdoor activities could have a material adverse affect on our business. In addition, although we believe our products have not been significantly affected by past fashion trends, changes in fashion trends could have a greater impact as we expand our offerings to include more product categories. Also, we 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 seasons orders. If we fail to anticipate accurately and respond to consumer preferences, this could lead to, among other things, lower sales, excess inventories and lower margins.
Our Business is Affected by Weather Conditions
Sales of our outerwear are dependent in part on the weather and may decline in years in which weather conditions do not favor the use of our outerwear or cold weather footwear. For example, we believe unseasonably warm weather in the United States in 1998 and 1999 caused customers to delay, and in some cases reduce or cancel, orders for our outerwear, which had an adverse effect on the our net sales and profitability. Similarly, unseasonably warm weather in 2001 made it more difficult for retailers to sell outerwear and we believe resulted in retailer caution when placing orders for fall 2002. Periods of unseasonably warm weather could have a material adverse effect on our business. In addition, unseasonably cold or wet weather in the spring can have a materially adverse affect on sales of our sportswear and warm weather footwear.
18
We May Not Be Able to Implement Our Growth Strategy or Manage Growth Successfully
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 is not yet widely known. Expanding our product categories involves, among other things, gaining experience with new products, winning consumer acceptance, and establishing intellectual property rights. Increasing sales to department stores, and improving the sales productivity for our customers, will each depend on various factors, including strength of our brand name, competitive conditions, our ability to manage increased sales and fixture 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 we now operate under. Large retailers in particular increasingly seek to transfer certain costs of business to their vendors, such as the cost of lost profits from product price markdowns. To implement our business strategy, we need to manage growth effectively. We need to continue to change certain 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 could place an increasing strain on management, financial, product design, marketing, distribution and other resources, and we could experience operating difficulties. 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 and the acquisition, rejuvenation and extension of the Sorel® brand. Such growth involves many risks and uncertainties, and if we are unable to manage it effectively we may not achieve our objectives and there could be a material adverse affect on our business.
Our Success Depends on Our Distribution Facilities and Systems
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 center in Portland, Oregon, and in Europe we currently distribute our apparel and footwear products through two different distribution centers which are both located in The Netherlands and are both owned and operated by an independent logistics company. In 2001 we began construction of a new 269,000 square foot distribution facility in Cambrai, France, which we will own and operate. We anticipate that the new facility will be operational for the spring 2003 shipping season. This new facility will ultimately replace both distribution centers in The Netherlands; however, only the apparel facility will initially be replaced. Our distribution facilities are highly automated, which means 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, or other system failures. Our operations could also be interrupted by disasters, such as earthquakes (which are known to occur in the Northwestern United States) or fires. Although we maintain generators to operate our distribution facility, power interruptions could restrict our distribution capacity and negatively affect our business, particularly if this occurs during critical shipping periods. We maintain business interruption insurance, but it may not adequately protect our business from the impact of significant disruptions in our distribution facilities. In Cambrai, France, our ability to complete a new facility is subject to a number of risks and uncertainties, including our ability to construct and integrate a new facility with existing operations in a timely manner, the availability of labor, raw materials and other inputs on anticipated terms and our ability to obtain any necessary governmental approvals. We do not rely on any single shipping firm to transport our products, but do rely on organized labor at U.S. ports to facilitate the transfer of our products from ships to our facilities. Strikes or other labor disruptions at ports could have a materially adverse affect on our business, particularly if this occurred during peak shipping seasons.
Our International Operations Involve Many Risks
We are subject to many risks generally associated with doing business abroad, such as foreign governmental 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. Terrorist acts and
19
Currency Exchange Rate Fluctuations May Affect our Business
We generally purchase products in U.S. dollars. However, the cost of these products sourced overseas may be affected by changes in the value of the relevant currencies. Price increases caused by currency exchange rate fluctuations could make our products less competitive or have an adverse affect on our margins. Our international revenue and expense generally is derived from sales and operations in foreign currencies, and this revenue and expense could 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 could 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. We conduct a program to hedge against our exposure to currency exchange rate fluctuations. We may not, however, be successful and foreign currency fluctuations could have a material adverse affect on us.
We Depend on Independent Manufacturers to Make Our Products and Meet Customer Expectations
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 do not have long-term contracts with any manufacturer. We therefore face risks that manufacturing operations will fail to perform as expected, or that our competitors will gain production or quota capacities that we need for our business. If a manufacturer fails to ship orders in a timely manner or to meet our standards, it could cause us to miss delivery requirements, which could result in cancellation of orders, refusal to accept deliveries or a reduction in purchase prices, any of which could have a material adverse affect on our business. If a manufacturer violates labor or other laws, or engages in practices that are not generally accepted as ethical in our key markets, this could result in adverse publicity for us and have a material adverse affect on our business. In an effort to ensure that our independent manufacturers operate with safe, ethical and humane working conditions, we regularly monitor factories and we require that each agree to comply with our Standards of Manufacturing Practices and applicable laws and regulations, but we do not control these vendors or their labor practices.
We Depend on Key Suppliers for Some Specialty Fabrics
Some of the materials that we use may be available, in the short-term, from only one or a very limited number of sources. For example, some specialty fabrics are manufactured to our specification by one or a few sources, and three major factory groups accounted for approximately 17% of our 2001 global production. From time to time, we have experienced difficulty satisfying our raw material and finished goods requirements. Although we believe we could identify and qualify additional factories to produce these materials, the unavailability of some existing manufacturers for supply of these materials could have a material adverse affect on our business.
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
20
Our Success Depends on our Proprietary Rights
We believe 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. In markets outside the United States, it may be more difficult for us to establish our proprietary rights and to challenge successfully use of those rights by other parties. We will also face additional challenges as we extend our brand into new product categories, in part through our licensing program. Although we have not been materially inhibited from selling products in connection with trademark or trade dress disputes, we could encounter more obstacles as we expand our product line and the geographic scope of our marketing. From time to time, we discover products that are counterfeit reproductions of our products or design knock offs. If we are unsuccessful in challenging a partys products on the basis of trademark or design infringement, continued sales of these products could adversely impact our sales and our brand and result in the 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. In addition, we could incur substantial costs in legal actions relating to our use of intellectual property or the use of our intellectual property rights by others.
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 Gert Boyle, our Chairman and widely recognized advertising spokesman. 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 such individuals worldwide, and there is a significant concentration of well-funded apparel and footwear competitors in and around Portland, Oregon (including Nike and Adidas). We may not be able to attract or retain such employees, and our failure to do so could have a material adverse affect on our business.
Our Business Is Affected by Seasonality and Fluctuations in Operating Results
Our results of operations have fluctuated and are likely to fluctuate significantly from period to period. Our products are marketed on a seasonal basis, with a product mix now weighted substantially toward the fall season. Our results of operations for the quarter ending 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, changes in consumer behavior, weather conditions, availability of import quotas and currency exchange rate fluctuations, could adversely affect our business and cause our results of operations to fluctuate. 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 experienced any significant expense as the result of product recalls or product liability claims, this could occur in the future and have a material adverse affect on our business. A majority of our products are backed by a lifetime limited warranty for defects in quality and workmanship. We maintain a warranty reserve for future warranty claims, but the actual costs of servicing future warranty claims could exceed the reserve and have a material adverse affect on us.
21
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 National Market, which has experienced and is likely to experience significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. We also believe factors such as fluctuations in financial results, variances from financial market expectations, changes in earnings estimates by analysts, or announcements by us or competitors may cause the market price of the common stock to fluctuate, perhaps substantially.
Insiders Control a Majority of Our Common Stock and Could Sell Shares
Timothy Boyle, Gert Boyle and Sarah Bany (Gert Boyles daughter and member of our Board of Directors), beneficially own a majority of our Common Stock (approximately 65 percent as of December 31, 2001). As a result, if acting together, they will be able to effectively control matters requiring shareholder approval without the cooperation of outside shareholders. Shares held by these three insiders are available for resale, subject to the limitations of Rule 144 under the Securities Act of 1933. The sale or prospect of the sale of a substantial number of these shares could have an adverse affect on the market price of our Common Stock.
Item 7(a). Quantitative and Qualitative Disclosures about Market Risk
The information required by this item is included in Managements Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein by this reference.
Item 8. Financial Statements and Supplemental Data
Our management is responsible for the information and representations contained in this report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which we considered 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.
22
INDEPENDENT AUDITORS REPORT
The Board of Directors and Shareholders of
Columbia Sportswear Company:
We have audited the accompanying consolidated
balance sheets of Columbia Sportswear Company and subsidiaries
as of December 31, 2001 and 2000, and the related
consolidated statements of operations, shareholders equity
and cash flows for each of the three years in the period ended
December 31, 2001. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with
auditing standards generally accepted in the United States of
America. 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 Columbia Sportswear Company and
subsidiaries as of December 31, 2001 and 2000, and the
results of their operations and their cash flows for each of the
three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the
United States of America.
DELOITTE & TOUCHE LLP
Portland, Oregon
23
Table of Contents
COLUMBIA SPORTSWEAR COMPANY
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31,
2001
2000
$
79,082
$
35,464
155,252
129,539
114,889
105,288
13,691
13,347
3,847
5,610
366,761
289,248
100,672
76,662
7,534
9,176
$
474,967
$
375,086
LIABILITIES AND SHAREHOLDERS EQUITY
$
24,905
$
23,987
32,068
45,047
34,054
28,294
4,775
308
95,802
97,636
25,047
26,000
729
2,461
121,578
126,097
149,473
133,736
212,725
123,901
(6,763
)
(5,920
)
(2,046
)
(2,728
)
353,389
248,989
$
474,967
$
375,086
See accompanying notes to consolidated financial statements.
24
COLUMBIA SPORTSWEAR COMPANY
CONSOLIDATED STATEMENTS OF
OPERATIONS
Year Ended December 31,
2001
2000
1999
$
779,581
$
614,825
$
470,503
422,430
334,689
259,609
357,151
280,136
210,894
208,970
183,743
150,829
148,181
96,393
60,065
2,568
4,238
4,822
145,613
92,155
55,243
56,789
33,544
22,235
$
88,824
$
58,611
$
33,008
$
2.27
$
1.52
$
0.87
2.23
1.48
0.86
39,051
38,541
37,997
39,840
39,608
38,412
See accompanying notes to consolidated financial statements.
25
COLUMBIA SPORTSWEAR COMPANY
CONSOLIDATED STATEMENTS OF CASH
FLOWS
Year Ended December 31,
2001
2000
1999
$
88,824
$
58,611
$
33,008
16,741
13,648
12,604
682
682
970
140
(227
)
132
(2,075
)
(3,076
)
(3,026
)
7,514
2,586
399
(29,379
)
(13,375
)
(12,767
)
(11,738
)
(20,520
)
(11,788
)
1,718
(3,231
)
61
127
171
300
(9,754
)
8,848
(1,441
)
5,476
8,080
5,001
68,276
52,197
23,453
(39,727
)
(21,233
)
(12,591
)
64
436
15
(7,967
)
(39,663
)
(28,764
)
(12,576
)
3,373
(5,953
)
(3,139
)
3,848
(609
)
(558
)
8,223
4,885
876
15,444
(1,677
)
(2,821
)
(439
)
(914
)
(211
)
43,618
20,842
7,845
35,464
14,622
6,777
$
79,082
$
35,464
$
14,622
$
3,503
$
4,595
$
5,067
49,300
37,079
22,795
See accompanying notes to consolidated financial statements.
26
COLUMBIA SPORTSWEAR COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS
EQUITY
Unearned
Portion of
Accumulated
Restricted
Common Stock
Other
Stock
Comprehensive
Issued For
Shares
Retained
Income
Future
Comprehensive
Outstanding
Amount
Earnings
(Loss)
Services
Income
Total
37,901
$
124,990
$
32,282
$
(3,478
)
$
(4,380
)
$
149,414
33,008
$
33,008
33,008
(365
)
(365
)
(365
)
73
73
73
$
32,716
91
596
596
399
399
33
280
280
970
970
38,025
126,265
65,290
(3,770
)
(3,410
)
184,375
58,611
$
58,611
58,611
(1,127
)
(1,127
)
(1,127
)
(1,023
)
(1,023
)
(1,023
)
$
56,461
500
4,240
4,240
2,586
2,586
39
645
645
682
682
38,564
133,736
123,901
(5,920
)
(2,728
)
248,989
88,824
$
88,824
88,824
(1,646
)
(1,646
)
(1,646
)
803
803
803
$
87,981
670
7,193
7,193
7,514
7,514
49
1,030
1,030
682
682
39,283
$
149,473
$
212,725
$
(6,763
)
$
(2,046
)
$
353,389
See accompanying notes to consolidated financial statements.
27
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
Note 1 Basis of Presentation and
Organization
Nature
of the business:
Columbia Sportswear Company is a global leader in
the design, manufacture, marketing and distribution of active
outdoor apparel, including outerwear, sportswear, footwear, and
related accessories.
Note 2 Summary of Significant
Accounting Policies
Basis
of presentation:
The consolidated financial statements include the
accounts of Columbia Sportswear Co. and all wholly-owned
subsidiaries, including GTS Inc., Columbia Sportswear Canada
Ltd., Columbia Sportswear Holdings, Ltd., Columbia Sportswear
Japan Ltd., Columbia Sportswear Germany GmbH, Columbia
Sportswear France SNC., Columbia Sportswear Company Ltd.,
Columbia Sportswear Korea, Sorel Corporation, Columbia
Sportswear S.A.S., Columbia Sportswear International A.G.,
Columbia Sportswear North America Inc., and Columbia Sportswear
Europe S.A.S., (collectively, the Company). All
significant intercompany balances and transactions have been
eliminated.
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 could differ from these estimates and assumptions.
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 Companys products are produced by
independent manufacturers worldwide. For 2001 the Company
sourced approximately 97% (by dollar volume) of its products
outside the United States, principally in the Far East. Three
major factory groups accounted for approximately 17% of the
Companys total global production for 2001 and another
company produced substantially all of the zippers used in the
Companys products. From time to time, the Company has
experienced difficulty satisfying its raw material and finished
goods requirements. Although the Company believes that it could
identify and qualify additional factories to produce these
materials, the unavailability of some existing manufacturers for
supply of these materials could have a material adverse affect
on the Company.
Cash
and cash equivalents:
Cash and cash equivalents represent cash and
short-term, highly liquid investments with maturities of three
months or less at the date of acquisition.
Accounts
receivable:
Accounts receivable have been reduced by an
allowance for doubtful accounts, which was $8,016,000 and
$5,826,000 in 2001 and 2000, respectively. The net charges to
this reserve were $1,341,000, $3,563,000 and $3,177,000 in 2001,
2000 and 1999, respectively.
Inventories:
Inventories are carried at the lower of cost or
market. Cost is determined using the first-in, first-out method.
28
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Property,
plant, and equipment:
Property, plant, and equipment are stated at
cost. Depreciation of 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, ranging from 3 to 10 years. Buildings are
depreciated using the straight-line method over 30 years.
The interest-carrying costs of capital assets
under construction are capitalized based on the Companys
weighted average borrowing rates. Capitalized interest was
$792,000, $145,000 and $281,000 in 2001, 2000 and 1999,
respectively.
Intangibles
and other assets:
In September 2000, the Company acquired the Sorel
trademark rights, associated brand names and other related
intellectual property rights for $7,967,000 in cash. The
acquired intangible assets are being amortized over their
estimated useful lives on a straight-line basis over ten years.
The related accumulated amortization was $996,000 and $199,000
at December 31, 2001 and 2000, respectively.
Impairment
of long-lived and intangible assets:
The Company evaluates the carrying value of
long-lived assets for possible impairment as events or changes
arise indicating that such assets should be reviewed. If an
asset is determined to be impaired, the loss is measured as the
amount by which the carrying value of the asset exceeds its fair
value. Fair value is based on the best information available,
including prices for similar assets or the results of valuation
techniques. The Company has determined that its long-lived
assets as of December 31, 2001 and 2000 are not impaired.
Deferred
income taxes:
Deferred income taxes are provided for temporary
differences between the amount of assets and liabilities for
financial and tax reporting purposes. Deferred tax assets are
reduced by a valuation allowance when it is estimated to be more
likely than not that some portion of the deferred tax assets
will not be realized.
Revenue
Recognition:
Revenue for wholesale operations and licensing is
recognized at the time the merchandise is shipped to customers.
Retail store revenue is recognized at the time of sale.
Allowances for estimated returns are provided when sales are
recorded.
Foreign
currency translation:
The assets and liabilities of the Companys
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 shareholders equity and are not currently
adjusted for income taxes as 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 Companys long-term debt approximates
the carrying value. Furthermore, the carrying value of all other
financial instruments potentially subject to valuation risk
(principally consisting of cash and cash equivalents, accounts
receivable and accounts payable) also approximate fair value
because of their short-term maturities.
29
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Advertising
costs:
Advertising costs are expensed as incurred.
Advertising expense was $35,011,000, $27,343,000, and
$20,725,000 for the years ended December 31, 2001, 2000,
and 1999, respectively.
Product
warranty:
Substantially all of the Companys products
carry lifetime limited warranty provisions for defects in
quality and workmanship. A reserve is established at the time of
sale to cover estimated warranty costs based on the
Companys history of warranty repairs and replacements.
Warranty expense was approximately $2,672,000, $3,325,000, and
$3,127,000 for the years ended December 31, 2001, 2000 and
1999, respectively.
Recent
Accounting Pronouncements
In June 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets. The statement
eliminates amortization of goodwill and certain intangible
assets with indefinite useful lives and instead sets forth
methods to periodically evaluate these assets for impairment.
SFAS No. 142 becomes effective for the Company beginning
January 1, 2002. Management has evaluated the impact of the
adoption of SFAS No. 142 and has determined that this
standard will not have a material impact on the Companys
financial position or the results of operations.
In August 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of and
replaces SFAS No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of, and APB Opinion No. 30, Reporting Results
of Operations Reporting the Effects of Disposal of a
Segment of a Business. The provisions of this statement
are effective beginning with fiscal years starting after
December 15, 2001. Management has evaluated the impact of
the adoption of this standard and has determined that this
standard will not have a material impact on the Companys
financial position or the results of operations.
Note 3 Inventories, Net
Inventories consist of the following (in
thousands):
30
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Note 4 Property, Plant, and
Equipment, Net
Property, plant, and equipment consist of the
following (in thousands):
Note 5 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 outstanding
(1) $50,000,000 during the period of July 15 through
December 15 of the calendar year, (2) $25,000,000
during the period of December 16 through February 15
of the calendar year and (3) $10,000,000 at all other
times. The maturity date of this agreement is June 30,
2003. Interest, payable monthly, is computed at the banks
prime rate minus up to 2.05% per annum. The agreement also
includes a fixed rate option based on the LIBOR rate plus up to
65 basis points. There was no balance outstanding on this line
as of December 31, 2001 and 2000. 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. As of December 31, 2001, 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 has arrangements in place to
facilitate the import and purchase of inventory through the
issuance of sight letters of credit. The arrangements consist of
an unsecured and uncommitted revolving line of credit of
$25,000,000 and a $75,000,000 import line of credit to issue
documentary letters of credit on a sight basis and renewed on an
annual basis. The combined limit under this agreement is
$100,000,000. The revolving line accrues interest at the
banks prime rate minus 2% per annum. The revolving line
also has a fixed rate option based on the banks cost of
funds plus 45 basis points. There was no balance outstanding on
this line as of December 31, 2001 and 2000. At
December 31, 2001, the Company had $42,360,000 of firm
purchase orders placed under this 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, 2001, the Company had
$46,844,000 of firm purchase orders placed under this facility.
The Company is party to certain Buying Agency
Agreements that serve to facilitate the short-term financing and
importation of goods. Domestically, the Company has allowed
these agreements to expire during fiscal year 2001, however,
these import and related financing services will continue to be
provided to the Company through March 31, 2002. Although
these agreements will expire domestically, the Companys
Canadian subsidiary will continue to utilize its agreements to
finance the purchase of goods outside of the U.S. The Canadian
subsidiary has an available line of credit under this Buying
Agency Agreement of C$19,000,000 (US$11,935,000 at
December 31, 2001). Borrowings bear interest at 35 basis
points above the one month LIBOR rate, which was 2.5% as of
December 31, 2001. The balance outstanding on the import
line of credit
31
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
was $5,612,000 and $20,525,000 at
December 31, 2001 and 2000, respectively, and is included
in accounts payable. At December 31, 2001, the Company had
$20,239,000 of firm purchase orders placed under these
agreements.
The Companys Canadian subsidiary has
available an unsecured and uncommitted line of credit providing
for borrowing to a maximum of C$25,000,000 (US$15,705,000 at
December 31, 2001). The balance outstanding was
US$10,208,000 and US$0 at December 31, 2001 and 2000,
respectively. The interest rate at December 31, 2001 was
4.0%.
The Companys European branch has an
unsecured and uncommitted line of credit providing for borrowing
to a maximum of 22,867,000 EURO (US$20,386,000 at
December 31, 2001). The balance outstanding was
US$5,650,000 and US$11,463,000, at an interest rate of 5.0% and
5.7% at December 31, 2001 and 2000, respectively.
The Companys Japanese subsidiary also has
an unsecured and uncommitted line of credit providing for
borrowing to a maximum of 1,650,000,000 JPY (US$12,531,000 at
December 31, 2001). The balance outstanding was
US$9,047,000 and US$12,524,000, at an interest rate of 1.9% and
2.3%, at December 31, 2001 and 2000, respectively.
Note 6 Accrued
Liabilities
Accrued liabilities consist of the following (in
thousands):
Note 7 Long-Term Debt
Long-term debt consists of the following (in
thousands):
The Company assumed a mortgage in connection with
the acquisition of a domestic distribution center. The loan
matures in September 2003 and bears interest at 8.76%.
In connection with capital projects, the Company
entered into a note purchase agreement. Pursuant to the note
purchase agreement, the Company issued senior promissory notes
in the aggregate principal amount of $25 million, bearing
an interest rate of 6.68% and maturing August 11, 2008.
Proceeds from the notes were used to finance the expansion of
the Companys distribution center in Portland, Oregon. The
Senior Promissory Notes require the Company to comply with
certain ratios related to indebtedness to earnings
32
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
before interest, taxes, depreciation and
amortization (EBITDA) and tangible net worth. As of
December 31, 2001, the Company was in compliance with these
covenants.
In June 2001, the Companys Japanese
subsidiary borrowed 550,000 million Japanese yen
(US$4,177,000 at December 31, 2001), bearing an interest
rate of 1.73% at December 31, 2001, for general working
capital requirements. Principal and interest are paid
semi-annually during the period July 2001 through June 2006.
Principal payments due on these notes as of
December 31, 2001 were as follows (in thousands):
Note 8 Shareholders
Equity
The Company is authorized to issue 50,000,000
shares of common stock. At December 31, 2001 and 2000,
39,282,921 and 38,564,171 shares of common stock were issued and
outstanding.
On June 9, 1999, the shareholders of the
Company approved the 1999 Employee Stock Purchase Plan
(ESPP). 750,000 shares of common stock are
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 Companys common
stock on the first or last trading day of the respective
quarter. As of December 31, 2001 and 2000, 120,685 and
72,125 shares of common stock had been issued under the ESPP.
Share amounts above have been restated to reflect
the three-for-two stock split that was distributed on
June 4, 2001, to all shareholders of record at the close of
business on May 17, 2001.
Note 9 Income Taxes
The Company applies an asset and liability
approach that requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of
events that have been recognized in the Companys 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
the asset will not be realized.
Undistributed earnings of the Companys
Canadian subsidiary amounted to approximately $17,400,000 on
December 31, 2001. If those earnings were distributed in
the form of dividends or otherwise, a portion would be subject
to both U.S. income taxes and foreign withholding taxes. It is
anticipated that the U.S. income taxes and foreign withholding
taxes would be substantially offset by the corresponding foreign
tax credits resulting from such a distribution.
The Companys income taxes payable for
federal and state purposes have been reduced and the current tax
expense increased, by the tax benefits associated with
dispositions of employee stock options. The Company receives an
income tax benefit calculated as the difference between the fair
market value of the
33
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
stock issued at the time of exercise and the
option price, tax effected. These benefits were credited
directly to shareholders equity.
The components of the provision
(benefit) for income taxes consist of the following (in
thousands):
The following is a reconciliation of the normal
expected statutory federal income tax rate to the effective rate
reported in the financial statements:
Significant components of the Companys
deferred taxes are as follows (in thousands):
34
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Note 10 Profit Sharing
Plan
The Company has a 401(k) profit-sharing plan,
which covers substantially all employees with more than ninety
days of service. The Company may elect to make discretionary
matching and/or non-matching contributions. All contributions to
the plan are determined by the Board of Directors and totaled
$2,582,000, $2,106,000, and $1,860,000 for the years ended
December 31, 2001, 2000, and 1999, respectively.
Note 11 Participation Share
Agreement
Effective December 1990, the Company adopted a
Participation Share Agreement (the Participation
Plan) with a key employee. The Participation Plan provided
for the grant of participation shares equivalent to 10% of the
Company, which were to be awarded at various dates through
January 2000. Shares awarded were subjected to vesting at a rate
of 20% per year. The original Participation Plan granted the
employee deferred compensation in the appreciation of a defined
per-share book value of the Company since January 1987 and
contained an anti-dilutive provision.
Effective December 31, 1996, the original
Participation Plan was terminated and a Deferred Compensation
Conversion Agreement (the Agreement) was entered
into. Under the Agreement, the participation shares, whether or
not vested or awarded under the Participation Plan, were
converted to 2,700,653 shares of common stock. As of
December 31, 2001, of the converted shares, 352,250 shares
of common stock awarded were subject to vesting through December
2004.
The total value of the share conversion was
$15,693,000, of which $6,320,000 was unvested as of
December 31, 1996. The unvested portion was recorded as a
reduction in shareholders equity and will be amortized to
compensation expense through December 2004 as shares are earned.
Compensation expense related to the Participation Plan and the
1996 conversion totaled $682,000, $682,000, and $970,000 for the
years ended December 31, 2001, 2000, and 1999, respectively.
Note 12 Commitments and
Contingencies
The Company leases certain operating facilities
from related parties of the Company. Total rent expense,
including month-to-month rentals, for these leases amounted to
$381,000, $408,000 and $339,000 for the years ended
December 31, 2001, 2000 and 1999, respectively.
Rent expense was $2,568,000, $2,464,000 and
$2,303,000 for non-related party leases during the years ended
December 31, 2001, 2000 and 1999, respectively.
The approximate future minimum payments on all
lease obligations at December 31, 2001 are as follows (amounts
in thousands):
The Company is a party to various legal claims,
actions and complaints. 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 Companys consolidated
financial statements.
35
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Prior to its initial public offering of common
stock on April 1, 1998, the Company elected to be treated
as an S corporation under provision of the Internal
Revenue Code of 1986. Accordingly, payment of federal and most
state taxes on income earned in the United States was the
responsibility of the shareholders rather than the Company. In
connection with the initial public offering the Company
terminated its S corporation status and entered into
a tax indemnification agreement with each of its shareholders,
including Gertrude Boyle, Timothy P. Boyle, Sarah Bany, Don
Santorufo and certain trusts. The agreements provide that the
Company will indemnify and hold harmless each of these
shareholders for federal, state, local or foreign income tax
liabilities and costs relating thereto, resulting from any
adjustment to the Companys income that is the result of an
increase or change in character of the Companys income
during the period it was treated as an S
corporation. The agreements also provide that if there is a
determination that the Company was not an S
corporation prior to the Offerings, the shareholders will pay to
the Company certain refunds actually received by them as a
result of the determination.
Note 13 Stock Incentive
Plan
The Companys 1997 Stock Incentive Plan (the
Plan) provides for issuance of up to 5,400,000
shares of the Companys Common Stock of which 1,826,823
shares were available for future stock option grants under the
Plan at December 31, 2001. Options granted prior to 2001
generally become exercisable ratably over a five-year period
beginning from the date of grant and expire ten years from the
date of grant. Options granted in 2001 generally become
exercisable over a period of four years beginning one year after
the date of grant and expire ten years from the date of the
grant.
The following table summarizes the stock option
activity under the Companys option plan:
The Company continues to measure compensation
cost for the Plan using the method of accounting prescribed by
Accounting Principles Board Opinion No. 25
(APB 25). Entities electing to remain with the
accounting in APB 25 must make pro forma disclosures of net
income and, if presented, earnings per share, as if the fair
value based method of accounting defined in the Statement of
Financial Accounting Standards (SFAS) No. 123
Accounting for Stock-based Compensation, had been
adopted.
The Company has elected to account for the Plan
under APB 25; however, the Company has computed, for pro
forma disclosure purposes, the value of all stock options
granted during 2001, 2000 and 1999 using the
36
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Black-Scholes option pricing model as prescribed
by SFAS No. 123 using the following weighted average
assumptions:
Using the Black-Scholes methodology, the total
value of stock options granted during 2001, 2000 and 1999 was
$14,994,000, $10,163,000 and $2,417,000, respectively, which
would be amortized on a pro forma basis over the vesting period
of the options. The weighted average fair value of options
granted during 2001, 2000 and 1999 was $20.46, $9.88 and $5.34
per share, respectively.
If the Company had accounted for the Plan in
accordance with SFAS No. 123, the Companys net income
and earnings per share would approximate the pro forma
disclosures below (in thousands, except per share amounts):
The effects of applying SFAS No. 123 in this
pro forma disclosure are not indicative of future amounts.
The following table summarizes information about
stock options outstanding at December 31, 2001:
Note 14 Segment
Information
The Company operates predominantly in one
industry segment: the design, production, marketing and selling
of active outdoor apparel, including outerwear, sportswear,
rugged footwear and related accessories.
The geographic distribution of the Companys
net sales, income before income tax, identifiable assets,
interest expense, and depreciation and amortization expense are
summarized in the following table (in
37
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
thousands) for the years ended December 31,
2001, 2000 and 1999. Inter-geographic net sales, which are
recorded at a negotiated mark-up and eliminated in
consolidation, are not material.
Note 15 Earnings Per
Share
SFAS No. 128, Earnings per 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.
38
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, 2001, 2000 and 1999. 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):
Earnings per share and weighted average shares
outstanding above have been restated to reflect the
three-for-two stock split that was distributed on June 4,
2001, to all shareholders of record at the close of business on
May 17, 2001.
Options to purchase an additional 34,000, 16,000,
and 667,000 shares of common stock were outstanding at
December 31, 2001, 2000 and 1999, respectively, but were
not included in the computation of diluted earnings per share
because their effect would be anti-dilutive.
Note 16 Financial Risk Management
and Derivatives
Our foreign currency risk management objective is
to protect cash flows resulting from sales, purchases 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 or purchased options. Premiums paid on
purchased options are included in prepaid expenses and are
recognized in earnings ratably over the life of the option.
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.
At December 31, 2001 and 2000, the Company
had approximately $53,974,000 and $47,201,000 (notional) in
forward exchange contracts. The net derivative gain
(loss) included in the Companys liabilities and
deferred in other comprehensive income was $844,000 and
$(1,615,000) at December 31, 2001 and 2000, respectively.
The counterparties to derivative transactions are
major financial institutions with high investment grade credit
ratings. However, this does not eliminate the Companys
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, 2001 and 2000. To manage this risk, the
Company has established strict counterparty credit guidelines,
which are continually monitored and reported to Senior
Management according to prescribed guidelines. As a result, the
Company considers the risk of counterparty default to be minimal.
39
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
SUPPLEMENTAL INFORMATION QUARTERLY
FINANCIAL DATA (Unaudited)
The following table summarizes the Companys
quarterly financial data for the past two years ending
December 31, 2001 (in thousands, except per share amounts):
Earnings per share have been restated to reflect
the three-for-two stock split that was distributed on
June 4, 2001, to all shareholders of record at the close of
business on May 17, 2001.
40
Table of Contents
Table of Contents
December 31,
2001
2000
$
4,209
$
4,298
6,156
9,217
109,221
94,828
119,586
108,343
(4,697
)
(3,055
)
$
114,889
$
105,288
Table of Contents
December 31,
2001
2000
$
6,100
$
5,766
51,581
30,589
70,950
61,642
7,705
6,624
9,203
11,329
10,498
9,034
156,037
124,984
55,365
48,322
$
100,672
$
76,662
Table of Contents
December 31,
2001
2000
$
16,611
$
14,910
7,475
5,780
4,895
3,747
5,073
3,857
$
34,054
$
28,294
December 31,
2001
2000
$
25,000
$
25,000
4,177
645
1,308
(4,775
)
(308
)
$
25,047
$
26,000
Table of Contents
Year Ending December 31,
$
4,775
4,682
4,406
4,407
4,407
7,145
$
29,822
Table of Contents
Year Ended December 31,
2001
2000
1999
$
43,384
$
25,809
$
17,764
7,109
4,038
3,308
8,371
6,773
4,189
58,864
36,620
25,261
(1,769
)
(2,172
)
(1,745
)
(350
)
(158
)
(599
)
44
(746
)
(682
)
(2,075
)
(3,076
)
(3,026
)
$
56,789
$
33,544
$
22,235
Year Ended December 31,
2001
2000
1999
(percent of income)
35.0
%
35.0
%
35.0
%
3.5
3.0
3.4
1.3
1.5
1.7
(2.8
)
(0.8
)
(0.3
)
0.1
39.0
%
36.4
%
40.2
%
Year Ended
December 31,
2001
2000
$
10,298
$
9,445
3,393
3,902
13,691
13,347
247
(1,654
)
(789
)
(1,047
)
(187
)
240
(729
)
(2,461
)
$
12,962
$
10,886
Table of Contents
Non-related
Related
Parties
Parties
Total
$
2,737
$
366
$
3,103
1,570
366
1,936
1,340
366
1,706
1,023
366
1,389
634
366
1,000
1,109
1,828
2,937
$
8,413
$
3,658
$
12,071
Table of Contents
Outstanding
Exercisable
Weighted
Weighted
Average
Average
Number of
Exercise
Number of
Exercise
Shares
Price
Shares
Price
1,724,930
$
9.43
400,553
$
8.16
454,400
8.29
(104,799
)
8.97
(92,267
)
6.47
1,982,264
9.33
692,096
$
8.95
1,028,424
15.03
(136,806
)
10.81
(498,959
)
8.50
2,374,923
11.89
712,139
$
10.37
732,617
31.96
(178,146
)
16.76
(670,191
)
10.73
2,259,203
$
18.37
618,855
$
11.07
Table of Contents
2001
2000
1999
3.24 5.38
%
5.66 6.72
%
5.04 6.20
%
0
%
0
%
0
%
4 to 8 years
4 to 8 years
4 to 8 years
67.45
%
67.15
%
66.80
%
2001
2000
1999
As reported
Pro forma
As reported
Pro forma
As reported
Pro forma
$
88,824
$
84,972
$
58,611
$
56,435
$
33,008
$
31,878
$
2.27
$
2.18
$
1.52
$
1.46
$
0.87
$
0.84
$
2.23
$
2.13
$
1.48
$
1.42
$
0.86
$
0.83
Options Outstanding
Options Exercisable
Weighted Average
Remaining
Range of
Number of
Contractual
Weighted Average
Number of
Weighted Average
Exercise Prices
Shares
Life (yrs)
Exercise Price
Shares
Exercise Price
$
6.45 9.67
480,459
6.26
$
7.43
280,623
$
7.10
$
10.13 13.08
665,596
7.24
12.39
241,771
12.43
$
15.71 18.13
402,163
8.41
17.58
87,448
17.41
$
22.71 47.91
710,985
9.22
31.79
9,013
36.49
2,259,203
7.86
$
18.37
618,855
$
11.07
Table of Contents
2001
2000
1999
$
551,260
$
438,854
$
341,583
81,263
63,117
50,428
82,313
59,037
41,393
64,745
53,817
37,099
$
779,581
$
614,825
$
470,503
$
124,944
$
77,296
$
50,014
15,906
11,977
8,074
773
(436
)
278
9,629
5,807
3,609
(5,639
)
(2,489
)
(6,732
)
$
145,613
$
92,155
$
55,243
$
434,130
$
351,270
$
274,222
44,272
31,645
24,905
49,756
33,324
19,945
30,853
22,735
26,120
559,011
438,974
345,192
(84,044
)
(63,888
)
(40,202
)
$
474,967
$
375,086
$
304,990
$
783
$
3,311
$
4,098
1,065
565
305
610
258
247
110
104
172
$
2,568
$
4,238
$
4,822
$
15,083
$
12,384
$
11,709
242
376
400
1,027
483
163
389
405
332
$
16,741
$
13,648
$
12,604
Table of Contents
Year Ended December 31,
2001
2000
1999
39,051
38,541
37,997
789
1,067
415
39,840
39,608
38,412
$
2.27
$
1.52
$
0.87
2.23
1.48
0.86
Table of Contents
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
138,083
$
121,544
$
305,630
$
214,324
59,201
53,189
146,645
98,116
8,608
6,430
49,576
24,210
$
0.22
$
0.16
$
1.26
$
0.62
0.22
0.16
1.24
0.61
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
108,437
$
97,155
$
247,346
$
161,887
46,538
43,729
116,167
73,702
3,272
3,618
38,218
13,503
$
0.09
$
0.09
$
1.00
$
0.35
0.09
0.09
0.96
0.34
Table of Contents
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Company
Information with respect to our directors is hereby incorporated by reference from our proxy statement, under the caption Election of Directors, for our 2002 annual meeting of shareholders (the 2002 Proxy Statement) to be filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, which proxy statement is anticipated to be filed no later than 120 days after the end of our fiscal year ended December 31, 2001. Information with respect to executive officers is included under Item 4(a) of Part I of this report.
Item 11. Executive Compensation
There is incorporated herein by reference the information required by this Item included in the 2002 Proxy Statement under the caption Executive Compensation which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, 2001.
Item 12. Security Ownership of Certain Beneficial Owners and Management
There is incorporated herein by reference the information required by this Item included in the 2002 Proxy Statement under the caption Voting Securities and Principal Shareholders which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, 2001.
Item 13. Certain Relationships and Related Transactions
There is incorporated herein by reference the information required by this Item included in the 2002 Proxy Statement under the caption Certain Relationships and Related Transactions which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, 2001.
41
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) and (a)(2) Financial Statements. The Financial Statements of the Company filed as part of this Annual Report on Form 10-K are on pages 22 to 40 of this Annual Report.
(a)(3)
Exhibits
Exhibit
Number
Description
3.1
Third Restated Articles of Incorporation
(incorporated by reference to exhibit 3.1 to the
Companys 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 Companys 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
*10.2
Form of Incentive Stock Option Agreement
*10.3
Form of Nonstatutory Stock Option Agreement
10.3(a)
Form of Executive Stock Option Agreement
(incorporated by reference to exhibit 10.3 (a) to the
Companys Annual Report on Form 10-K for the year
ended December 31, 2000)
*10.4
Credit Agreement between the Hong Kong and
Shanghai Banking Corporation Limited and the Company dated
September 17, 1991, as amended
*10.5
Buying Agency Agreement between Nissho Iwai
American Corporation and the Company dated January 1, 1992,
as amended
*10.5(a)
Amendment No. 2 to the Buying Agency
Agreement Between Nissho Iwai American Corporation and the
Company dated February 19, 1998
10.5(b)
Buying Agency Agreement between the Company and
Nissho Iwai American Corporation dated October 1, 1998
(incorporated by reference in exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1998).
*10.6
Credit Agreement between the Company and Wells
Fargo Bank, N.A. dated July 31, 1997
*10.6(a)
Form of First Amendment to Credit Agreement
between the Company and Wells Fargo Bank, N.A. dated
March 23, 1998
10.6(b)
Credit Agreement Extension between the Company
and Wells Fargo Bank National Association dated June 30,
1998 (incorporated by reference to exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998).
10.6(c)
Second Amendment to Credit Agreement between the
Company and Wells Fargo Bank National Association dated
July 31, 1998 (incorporated by reference to exhibit 10.2 to
the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998).
10.6(d)
Third Amendment to Credit Agreement between the
Company and Wells Fargo Bank National Association dated
June 30, 1999 (incorporated by reference to exhibit 10.1 to
the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999).
10.6(e)
Fourth Amendment to Credit Agreement dated
July 31, 2000 between the Company and Wells Fargo Bank,
National Association (incorporated by reference to exhibit 10.1
to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000).
*10.7
Assumption Agreement by and between the Company,
Timothy P. Boyle and Don Santorufo and First Interstate Bank of
Oregon, N.A., dated March 8, 1996; and form of First
Amendment thereto dated March 23, 1998
*10.10
Form of Lease between Gertrude Boyle and the
Company
42
Exhibit
Number
Description
*10.11
Lease between BB&S Development Company and
the Company, dated February 12, 1996
*10.12
Lease between B.A.R.K. Holdings, Inc. and
Columbia Sportswear Canada Limited, dated January 3, 1994
10.12(a)
Lease Amending Agreement between B.A.R.K.
Holdings, Inc. and Columbia Sportswear Canada Limited, dated
January 1, 2002
10.12(b)
Indemnity Agreement between Columbia Sportswear
Company and B.A.R.K. Holdings, Inc., dated January 1, 2002
*10.13
Deferred Compensation Conversion Agreement
between the Company and Don Santorufo, dated December 31,
1996
*10.14
Form of Tax Indemnification Agreement for
existing shareholders
*10.15
Employment Agreement between Carl K. Davis and
the Company dated as of September 5, 1997
*10.16
Form of Indemnity Agreement for Directors
*10.17
Form of Agreement Regarding Plan of
Recapitalization Among the Company and Shareholders
*10.18
Amendment and Waiver, Deferred Compensation
Conversion Agreement, between the Company and Don Santorufo
10.20
Note Purchase and Private Shelf Agreement between
the Company and The Prudential Insurance Company of America and
Pruco Life Insurance Company dated August 11, 1998
(incorporated by reference to exhibit 10.3 to the Companys
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1998)
10.21
1999 Employee Stock Purchase Plan, as amended
10.22
Executive Incentive Compensation Plan, as amended
(incorporated by reference to exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000)
21.1
Subsidiaries of the Company
23.1
Consent of Deloitte & Touche LLP
24.1
Powers of Attorney
| Management Contract or Compensatory Plan |
* | Incorporated by reference to the Companys Registration Statement on Form S-1 (Reg. No. 333-43199). |
(b) No reports on Form 8-K were held during the last quarter of the period covered by this report.
43
SIGNATURES
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 28, 2002.
COLUMBIA SPORTSWEAR COMPANY |
By: | /s/ PATRICK D. ANDERSON |
|
|
Patrick D. Anderson | |
Vice President of Finance and Administration, | |
Chief Financial Officer, Treasurer and | |
Assistant Secretary |
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 28, 2002.
Signatures | Title | |
|
|
|
/s/ *TIMOTHY P. BOYLE
Timothy P. Boyle |
President and Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ PATRICK D. ANDERSON
Patrick D. Anderson |
Vice President of Finance and Administration,
Chief Financial Officer, Treasurer and Assistant Secretary (Principal Financial and Accounting Officer) |
|
/s/ *GERTRUDE BOYLE
Gertrude Boyle |
Chairman of the Board of Directors | |
/s/ *SARAH BANY
Sarah Bany |
Director | |
/s/ *EDWARD S. GEORGE
Edward S. George |
Director | |
/s/ *MURREY R. ALBERS
Murrey R. Albers |
Director | |
/s/ *JOHN STANTON
John Stanton |
Director | |
/s/ *WALTER KLENZ
Walter Klenz |
Director | |
*By: /s/ PATRICK D. ANDERSON
Patrick D. Anderson as Attorney-in-Fact |
44
Exhibit 10.1
COLUMBIA SPORTSWEAR COMPANY
1997 STOCK INCENTIVE PLAN, AS AMENDED
1. PURPOSE. The purpose of this 1997 Stock Incentive Plan (the "Plan") is to enable Columbia Sportswear Company (the "Company") to attract and retain the services of (i) selected employees, officers and directors of the Company or any parent or subsidiary of the Company and (ii) selected nonemployee agents, consultants, advisors and independent contractors of the Company or any parent or subsidiary of the Company. For purposes of this Plan, a person is considered to be employed by or in the service of the Company if the person is employed by or in the service of the Company or any parent or subsidiary of the Company (in which case, the Company, parent or subsidiary is referred to as an "Employer").
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below and in Section 10, the shares to be offered under the Plan shall consist of Common Stock of the Company, and the total number of shares of Common Stock that may be issued under the Plan shall be 5,400,000 shares. If an option or Performance-based Award granted under the Plan expires, terminates or is cancelled, the unissued shares subject to that option or Performance-based Award shall again be available under the Plan. If shares awarded as a bonus pursuant to Section 7 or sold pursuant to Section 8 under the Plan are forfeited to or repurchased by the Company, the number of shares forfeited or repurchased shall again be available under the Plan.
3. EFFECTIVE DATE AND DURATION OF PLAN.
3.1 EFFECTIVE DATE. The Plan shall become effective as of March 12, 1997. No Incentive Stock Option (as defined in Section 5 below) granted under the Plan shall become exercisable and no payments shall be made under a Performance-based Award, however, until the Plan is approved by the affirmative vote of the holders of a majority of the shares of Common Stock represented at a shareholders meeting at which a quorum is present and the exercise of any Incentive Stock Options granted under the Plan before such approval shall be conditioned on and subject to such approval. Subject to this limitation, options and Performance-based Awards may be granted and shares may be awarded as bonuses or sold under the Plan at any time after the effective date and before termination of the Plan.
3.2 DURATION. The Plan shall continue in effect until all shares available for issuance under the Plan have been issued and all restrictions on such shares have lapsed. The Board of Directors may suspend or terminate the Plan at any time except with respect to options, Performance-based Awards and shares subject to restrictions then outstanding under the Plan. Termination shall not affect any outstanding options, any outstanding Performance-based Awards or any right of the Company to repurchase shares or the forfeitability of shares issued under the Plan.
4. ADMINISTRATION.
4.1 BOARD OF DIRECTORS. The Plan shall be administered by the Board of Directors of the Company, which shall determine and designate from time to time the individuals to whom awards shall be made, the amount of the awards and the other terms and conditions of the awards. Subject to the provisions of the Plan, the Board of Directors may from time to time adopt and amend rules and regulations relating to administration of the Plan, advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction applicable to shares (except those restrictions imposed by law) and make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration of the Plan. The interpretation and construction of the provisions of the Plan and related agreements by the Board of Directors shall be final and conclusive. The Board of Directors may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.
4.2 COMMITTEE. The Board of Directors may delegate to any committee of the Board of Directors (the "Committee") any or all authority for administration of the Plan. If authority is delegated to the Committee, all references to the Board of Directors in the Plan shall mean and relate to the Committee, except (i) as otherwise provided by the Board of Directors and (ii) that only the Board of Directors may amend or terminate the Plan as provided in Sections 3 and 11.
4.3 OFFICERS. The Board of Directors may delegate to any officer or officers of the Company authority to grant awards under the Plan, subject to any restrictions imposed by the Board of Directors.
4.4 NON-U.S. PROVISIONS. Notwithstanding anything in the Plan to the contrary, with respect to any person eligible for awards under the Plan who is resident outside the United States, the Board of Directors may, in its sole discretion, amend or vary the terms of the Plan in order to conform such terms with the requirements of local law or to meet the goals and objectives of the Plan, and may, in its sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan in such non-U.S. jurisdictions. The Board may, where it deems appropriate in its sole discretion, establish one or more sub-plans for these purposes.
5. TYPES OF AWARDS; ELIGIBILITY. The Board of Directors may, from
time to time, take the following actions, separately or in combination, under
the Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as provided in Sections
6.1 and 6.2; (ii) grant options other than Incentive Stock Options
("Non-Statutory Stock Options") as provided in Sections 6.1 and 6.3; (iii) award
stock bonuses as provided in Section 7; (iv) sell shares subject to restrictions
as provided in Section 8; and (v) award Performance-based Awards as provided in
Section 9. Awards may be made to employees, including employees who are officers
or directors, and to other individuals described in Section 1 who the Board of
Directors believes have made or will make an important
contribution to the Company; provided, however, that only employees of the Company or any parent or subsidiary of the Company (as defined in subsections 424(e) and 424(f) of the Code) shall be eligible to receive Incentive Stock Options under the Plan. The Board of Directors shall select the individuals to whom awards shall be made and shall specify the action taken with respect to each individual to whom an award is made. At the discretion of the Board of Directors, an individual may be given an election to surrender an award in exchange for the grant of a new award. No employee may be granted options for more than an aggregate of 100,000 shares of Common Stock in connection with the hiring of the employee or 100,000 shares of Common Stock in any calendar year otherwise.
6. OPTION GRANTS.
6.1 GENERAL RULES RELATING TO OPTIONS.
6.1-1 TERMS OF GRANT. The Board of Directors may grant options under the Plan. With respect to each option grant, the Board of Directors shall determine the number of shares subject to the option, the option exercise price, the period of the option, the time or times at which the option may be exercised and whether the option is an Incentive Stock Option or a Non-Statutory Stock Option. At the time of the grant of an option or at any time thereafter, the Board of Directors may provide that an optionee who exercised an option with Common Stock of the Company shall automatically receive a new option to purchase additional shares equal to the number of shares surrendered and may specify the terms and conditions of such new options.
6.1-2 EXERCISE OF OPTIONS. Except as provided in Section 6.1-4 or as determined by the Board of Directors, no option granted under the Plan may be exercised unless at the time of such exercise the optionee is employed by or in the service of the Company and shall have been so employed or provided such service continuously since the date the option was granted. Except as provided in Sections 6.1-4 and 10, options granted under the Plan may be exercised from time to time over the period stated in each option in such amounts and at such times as shall be prescribed by the Board of Directors, provided that options shall not be exercised for fractional shares. Unless otherwise determined by the Board of Directors, if an optionee does not exercise an option in any one year with respect to the full number of shares to which the optionee is entitled in that year, the optionee's rights shall be cumulative and the optionee may purchase those shares in any subsequent year during the term of the option.
6.1-3 NONTRANSFERABILITY. Each Incentive Stock Option and, unless otherwise determined by the Board of Directors, each other option granted under the Plan by its terms (i) shall be nonassignable and nontransferable by the optionee, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the optionee's domicile at the time of death, and (ii) during the optionee's lifetime, shall be exercisable only by the optionee.
6.1-4 TERMINATION OF EMPLOYMENT OR SERVICE.
6.1-4(a) GENERAL RULE. Unless otherwise determined by the Board of Directors, in the event an optionee's employment or service with the Company terminates for any reason other than because of total disability or death as provided in Sections 6.1-4(b) and (c), his or her option may be exercised at any time before the expiration date of the option or the expiration of 30 days after the date of termination, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of termination.
6.1-4(b) TERMINATION BECAUSE OF TOTAL DISABILITY. Unless otherwise determined by the Board of Directors, in the event an optionee's employment or service with the Company terminates because of total disability, his or her option may be exercised at any time before the expiration date of the option or before the date 12 months after the date of termination, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of termination. The term "total disability" means a medically determinable mental or physical impairment that is expected to result in death or has lasted or is expected to last for a continuous period of 12 months or more and that causes the optionee to be unable, in the opinion of the Company and two independent physicians, to perform his or her duties as an employee, director, officer or consultant of the Employer and unable to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred on the first day after the two independent physicians have furnished their written opinion of total disability to the Company and the Company has reached an opinion of total disability.
6.1-4(c) TERMINATION BECAUSE OF DEATH. Unless otherwise determined by the Board of Directors, in the event of an optionee's death while employed by or providing service to the Company, his or her option may be exercised at any time before the expiration date of the option or before the date 12 months after the date of death, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of death and only by the person or persons to whom the optionee's rights under the option shall pass by the optionee's will or by the laws of descent and distribution of the state or country of domicile at the time of death.
6.1-4(d) AMENDMENT OF EXERCISE PERIOD APPLICABLE TO TERMINATION. The Board of Directors may at any time extend the 30-day and 12-month exercise periods any length of time not longer than the original expiration date of the option. The Board of Directors may at any time increase the portion of an option that is exercisable, subject to such terms and conditions as the Board of Directors may determine.
6.1-4(e) FAILURE TO EXERCISE OPTION. To the extent that the option of any deceased optionee or any optionee whose employment or service terminates is not exercised within the applicable period, all further rights to purchase shares pursuant to the option shall cease and terminate.
6.1-4(f) LEAVE OF ABSENCE. Absence on leave approved by the Employer or on account of illness or disability shall not be deemed a termination or interruption of employment or service. Unless otherwise determined by the Board of Directors, vesting of options shall continue during a medical, family or military leave of absence, whether paid or unpaid, and vesting of options shall be suspended during any other unpaid leave of absence.
6.1-5 PURCHASE OF SHARES.
6.1-5(a) NOTICE OF EXERCISE. Unless the Board of Directors determines otherwise, shares may be acquired pursuant to an option granted under the Plan only upon the Company's receipt of written notice from the optionee of the optionee's binding commitment to purchase shares, specifying the number of shares the optionee desires to purchase under the option and the date on which the optionee agrees to complete the transaction, and, if required in order to comply with the Securities Act of 1933, as amended, containing a representation that it is the optionee's present intention to acquire the shares for investment and not with a view to distribution.
6.1-5(b) PAYMENT. Unless the Board of Directors determines otherwise, on or before the date specified for completion of the purchase of shares pursuant to an option exercise, the optionee must have paid the Company the full purchase price of those shares in cash or by check or, with the consent of the Board of Directors, in whole or in part, in Common Stock of the Company valued at fair market value, restricted stock, or other contingent awards denominated in either stock or cash, promissory notes and other forms of consideration. Unless otherwise determined by the Board of Directors, any Common Stock provided in payment of the purchase price must have been previously acquired and held by the optionee for at least six months. The fair market value of Common Stock provided in payment of the purchase price shall be the closing price of the Common Stock last reported before the time payment in Common Stock is made or, if earlier, committed to be made, if the Common Stock is publicly traded, or another value of the Common Stock as shall be specified by the Board of Directors. No shares shall be issued until full payment for the shares has been made, including all amounts owed for tax withholding. With the consent of the Board of Directors, an optionee may request the Company to apply automatically the shares to be received upon the exercise of a portion of a stock option (even though stock certificates have not yet been issued) to satisfy the purchase price for additional portions of the option.
6.1-5(c) TAX WITHHOLDING. Each optionee who has exercised an option shall, immediately upon notification of the amount due, if any, pay to the Company in cash or by check amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required (as a result of exercise of an option or as a result of disposition of shares acquired pursuant to exercise of an option) beyond any amount deposited before delivery of the certificates, the optionee shall pay such amount, in cash or by check, to the Company on demand. If the optionee fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the optionee, including salary, subject to applicable law. With the consent of the
Board of Directors an optionee may satisfy this obligation, in whole or in part, by instructing the Company to withhold from the shares to be issued upon exercise or by delivering to the Company other shares of Common Stock; provided, however, that the number of shares so withheld or delivered shall not exceed the minimum amount necessary to satisfy the required withholding obligation.
6.1-5(d) REDUCTION OF RESERVED SHARES. Upon the exercise of an option, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued upon exercise of the option (less the number of any shares surrendered in payment for the exercise price or withheld to satisfy withholding requirements).
6.1-6 LIMITATIONS ON GRANTS TO NON-EXEMPT EMPLOYEES. Unless otherwise determined by the Board of Directors, if an employee of the Company or any parent or subsidiary of the Company is a non-exempt employee subject to the overtime compensation provisions of Section 7 of the Fair Labor Standards Act (the "FLSA"), any option granted to that employee shall be subject to the following restrictions: (i) the option price shall be at least 85 percent of the fair market value, as described in Section 6.2-4, of the Common Stock subject to the option on the date it is granted; and (ii) the option shall not be exercisable until at least six months after the date it is granted; provided, however, that this six-month restriction on exercisability will cease to apply if the employee dies, becomes disabled or retires, there is a change in ownership of the Company, or in other circumstances permitted by regulation, all as prescribed in Section 7(e)(8)(B) of the FLSA.
6.2 INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be subject to the following additional terms and conditions:
6.2-1 LIMITATION ON AMOUNT OF GRANTS. If the aggregate fair market value of stock (determined as of the date the option with respect to such stock is granted) with respect to which Incentive Stock Options granted under this Plan (and any other stock incentive plan of the Company or its parent or subsidiary corporations) are exercisable for the first time by an employee during any calendar year exceeds $100,000, the portion of the option or options not exceeding $100,000 will be treated as an Incentive Stock Option and the portion of the option exceeding $100,000 will be treated as a Non-Statutory Stock Option. The preceding sentence will be applied by taking options into account in the order in which they were granted. The Company may designate stock that is treated as acquired pursuant to exercise of an option that is in part an Incentive Stock Option and in part a Non-Statutory Stock Option as Incentive Stock Option stock by issuing a separate certificate for that stock and identifying the certificate as Incentive Stock Option stock in its stock records. In the absence of such a designation, each share of stock issued pursuant to exercise of the option will be treated in part as Incentive Stock Option stock and in part as Non-Statutory Stock Option stock.
6.2-2 LIMITATIONS ON GRANTS TO 10 PERCENT SHAREHOLDERS. An Incentive Stock Option may be granted under the Plan to an employee possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any parent
or subsidiary (as defined in subsections 424(e) and 424(f) of the Code) only if the option price is at least 110 percent of the fair market value, as described in Section 6.2-4, of the Common Stock subject to the option on the date it is granted and the option by its terms is not exercisable after the expiration of five years from the date it is granted.
6.2-3 DURATION OF OPTIONS. Subject to Sections 6.1-2, 6.1-4 and 6.2-2, Incentive Stock Options granted under the Plan shall continue in effect for the period fixed by the Board of Directors, except that no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it is granted.
6.2-4 OPTION PRICE. The option price per share shall be
determined by the Board of Directors at the time of grant. Except as provided in
Section 6.2-2, the option price shall not be less than 100 percent of the fair
market value of the Common Stock covered by the Incentive Stock Option at the
date the option is granted. The fair market value shall be the closing price of
the Common Stock last reported before the time the option is granted, if the
stock is publicly traded, or, another value of the Common Stock as shall be
specified by the Board of Directors.
6.2-5 LIMITATION ON TIME OF GRANT. No Incentive Stock Option shall be granted on or after the tenth anniversary of the last action by the Board of Directors adopting the Plan or approving an increase in the number of shares available for issuance under the Plan, which action was subsequently approved within 12 months by the shareholders.
6.2-6 EARLY DISPOSITIONS. If within two years after an Incentive Stock Option is granted or within 12 months after an Incentive Stock Option is exercised, the optionee sells or otherwise disposes of Common Stock acquired on exercise of the Option, the optionee shall within 30 days of the sale or disposition notify the Company in writing of (i) the date of the sale or disposition, (ii) the amount realized on the sale or disposition and (iii) the nature of the disposition (e.g., sale, gift, etc.).
6.3 NON-STATUTORY STOCK OPTIONS. Non-Statutory Stock Options shall be subject to the following terms and conditions, in addition to those set forth in Section 6.1 above:
6.3-1 OPTION PRICE. The option price for Non-Statutory Stock Options shall be determined by the Board of Directors at the time of grant and may be any amount determined by the Board of Directors.
6.3-2 DURATION OF OPTIONS. Non-Statutory Stock Options granted under the Plan shall continue in effect for the period fixed by the Board of Directors.
7. STOCK BONUSES. The Board of Directors may award shares under the Plan as stock bonuses. Shares awarded as a bonus shall be subject to the terms, conditions and restrictions determined by the Board of Directors. The restrictions may include restrictions concerning transferability and forfeiture of the shares awarded, together with such other restrictions as may
be determined by the Board of Directors. The Board of Directors may require the recipient to sign an agreement as a condition of the award, but may not require the recipient to pay any monetary consideration other than amounts necessary to satisfy tax withholding requirements. The agreement may contain any terms, conditions, restrictions, representations and warranties required by the Board of Directors. The certificates representing the shares awarded shall bear any legends required by the Board of Directors. The Company may require any recipient of a stock bonus to pay to the Company in cash or by check upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the recipient fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the recipient, including salary, subject to applicable law. With the consent of the Board of Directors, a recipient may satisfy this obligation, in whole or in part, by instructing the Company to withhold from any shares to be issued or by delivering to the Company other shares of Common Stock; provided, however, that the number of shares so withheld or delivered shall not exceed the minimum amount necessary to satisfy the required withholding obligation. Upon the issuance of a stock bonus, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued, less the number of shares withheld or delivered to satisfy withholding obligations.
8. RESTRICTED STOCK. The Board of Directors may issue shares under the Plan for such consideration (including promissory notes and services) as determined by the Board of Directors. Shares issued under the Plan shall be subject to the terms, conditions and restrictions determined by the Board of Directors. The restrictions may include restrictions concerning transferability, repurchase by the Company and forfeiture of the shares issued, together with such other restrictions as may be determined by the Board of Directors. All Common Stock issued pursuant to this Section 8 shall be subject to a purchase agreement, which shall be executed by the Company and the prospective purchaser of the shares before the delivery of certificates representing such shares to the purchaser. The purchase agreement may contain any terms, conditions, restrictions, representations and warranties required by the Board of Directors. The certificates representing the shares shall bear any legends required by the Board of Directors. The Company may require any purchaser of restricted stock to pay to the Company in cash or by check upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the purchaser fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the purchaser, including salary, subject to applicable law. With the consent of the Board of Directors, a purchaser may satisfy this obligation, in whole or in part, by instructing the Company to withhold from any shares to be issued or by delivering to the Company other shares of Common Stock; provided, however, that the number of shares so withheld or delivered shall not exceed the minimum amount necessary to satisfy the required withholding obligation. Upon the issuance of restricted stock, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued, less the number of shares withheld or delivered to satisfy withholding obligations.
9. PERFORMANCE-BASED AWARDS. The Board of Directors may grant awards intended to qualify as qualified performance-based compensation under Section 162(m) of the Code and
the regulations thereunder ("Performance-based Awards"). Performance-based Awards shall be denominated at the time of grant either in Common Stock ("Stock Performance Awards") or in dollar amounts ("Dollar Performance Awards"). Payment under a Stock Performance Award or a Dollar Performance Award shall be made, at the discretion of the Board of Directors, in Common Stock ("Performance Shares"), or in cash or in any combination thereof. Performance-based Awards shall be subject to the following terms and conditions:
9.1 AWARD PERIOD. The Board of Directors shall determine the period of time for which a Performance-based Award is made (the "Award Period").
9.2 PERFORMANCE GOALS AND PAYMENT. The Board of Directors shall establish in writing objectives ("Performance Goals") that must be met by the Company or any subsidiary, division or other unit of the Company ("Business Unit") during the Award Period as a condition to payment being made under the Performance-based Award. The Performance Goals for each award shall be one or more targeted levels of performance with respect to one or more of the following objective measures with respect to the Company or any Business Unit: earnings, earnings per share, stock price increase, total shareholder return (stock price increase plus dividends), return on equity, return on assets, return on capital, economic value added, revenues, operating income, inventories, inventory turns, cash flows or any of the foregoing before the effect of acquisitions, divestitures, accounting changes, and restructuring and special charges (determined according to criteria established by the Board of Directors). The Board of Directors shall also establish the number of Performance Shares or the amount of cash payment to be made under a Performance-based Award if the Performance Goals are met or exceeded, including the fixing of a maximum payment (subject to Section 9.4). The Board of Directors may establish other restrictions to payment under a Performance-based Award, such as a continued employment requirement, in addition to satisfaction of the Performance Goals. Some or all of the Performance Shares may be issued at the time of the award as restricted shares subject to forfeiture in whole or in part if Performance Goals or, if applicable, other restrictions are not satisfied.
9.3 MAXIMUM AWARDS. No participant may receive in any fiscal year Stock Performance Awards under which the aggregate amount payable under the Awards exceeds the equivalent of 100,000 shares of Common Stock or Dollar Performance Awards under which the aggregate amount payable under the Awards exceeds $3,000,000.
9.4 TAX WITHHOLDING. Each participant who has received Performance Shares shall, upon notification of the amount due, pay to the Company in cash or by check amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If the participant fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the participant, including salary, subject to applicable law. With the consent of the Board of Directors, a participant may satisfy this obligation, in whole or in part, by instructing the Company to withhold from any shares to be issued or by delivering to the Company other shares of Common Stock; provided, however, that the number
of shares so delivered or withheld shall not exceed the minimum amount necessary to satisfy the required withholding obligation.
9.5 EFFECT ON SHARES AVAILABLE. The payment of a Performance-based Award in cash shall not reduce the number of shares of Common Stock reserved for issuance under the Plan. The number of shares of Common Stock reserved for issuance under the Plan shall be reduced by the number of shares issued upon payment of an award, less the number of shares delivered or withheld to satisfy withholding obligations.
10. CHANGES IN CAPITAL STRUCTURE.
10.1 STOCK SPLITS; STOCK DIVIDENDS. If the outstanding Common Stock of the Company is hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Board of Directors in the number and kind of shares available for grants under the Plan and in all other share amounts set forth in the Plan. In addition, the Board of Directors shall make appropriate adjustment in the number and kind of shares as to which outstanding options, or portions thereof then unexercised, shall be exercisable, so that the optionee's proportionate interest before and after the occurrence of the event is maintained. Notwithstanding the foregoing, the Board of Directors shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Board of Directors. Any such adjustments made by the Board of Directors shall be conclusive.
10.2 MERGERS, REORGANIZATIONS, ETC. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the Company's assets (each, a "Transaction"), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating outstanding options under the Plan:
10.2-1 Outstanding options shall remain in effect in accordance with their terms.
10.2-2 Outstanding options shall be converted into options to purchase stock in one or more of the corporations, including the Company, that are the surviving or acquiring corporations in the Transaction. The amount, type of securities subject thereto and exercise price of the converted options shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation(s) to be held by holders of shares of the Company following the Transaction. Unless otherwise
determined by the Board of Directors, the converted options shall be vested only to the extent that the vesting requirements relating to options granted hereunder have been satisfied.
10.2-3 The Board of Directors shall provide a period of 30 days or less before the consummation of the Transaction during which outstanding options may be exercised to the extent then exercisable, and upon the expiration of that period, all unexercised options shall immediately terminate. The Board of Directors may, in its sole discretion, accelerate the exercisability of options so that they are exercisable in full during that period.
10.3 DISSOLUTION OF THE COMPANY. In the event of the dissolution of the Company, options shall be treated in accordance with Section 10.2-3.
10.4 RIGHTS ISSUED BY ANOTHER CORPORATION. The Board of Directors may also grant options and stock bonuses and Performance-based Awards and issue restricted stock under the Plan having terms, conditions and provisions that vary from those specified in this Plan, provided that any such awards are granted in substitution for, or in connection with the assumption of, existing options, stock bonuses, Performance-based Awards and restricted stock granted, awarded or issued by another corporation and assumed or otherwise agreed to be provided for by the Company pursuant to or by reason of a Transaction.
11. AMENDMENT OF THE PLAN. The Board of Directors may at any time, modify or amend the Plan in such respects as it shall deem advisable because of changes in the law while the Plan is in effect or for any other reason. Except as provided in Section 10, however, no change in an award already granted shall be made without the written consent of the holder of the award if the change would adversely affect the holder.
12. APPROVALS. The Company's obligations under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company's shares may then be listed, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Common Stock under the Plan if such issuance or delivery would violate applicable state or federal securities laws.
13. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award pursuant to the Plan shall (i) confer upon any employee any right to be continued in the employment of an Employer or interfere in any way with the Employer's right to terminate such employee's employment at will at any time, for any reason, with or without cause, or to decrease such employee's compensation or benefits, or (ii) confer upon any person engaged by an Employer any right to be retained or employed by the Employer or to the continuation, extension, renewal or modification of any compensation, contract or arrangement with or by the Employer.
14. RIGHTS AS A SHAREHOLDER. The recipient of any award under the Plan shall have no rights as a shareholder with respect to any Common Stock until the date the recipient becomes the holder of record of those shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date occurs before the date the recipient becomes the holder of record.
Adopted March 12, 1997
EXHIBIT 10.12(a)
LEASE AMENDING AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 2002.
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
BETWEEN:
B.A.R.K. HOLDINGS INC., a corporation incorporated under the laws of the Province of Ontario having its registered office at 1072 Mahogany Road, London, Ontario, N6A 2W5
(hereinafter called the "Landlord")
OF THE FIRST PART
-and-
COLUMBIA SPORTSWEAR CANADA LIMITED, a
corporation incorporated under the laws of the Province of Ontario, having its registered office at 456 Albert Street, P.O. Box 261, Strathroy, Ontario, N7G 3J2
(hereafter called the "Tenant"
OF THE SECOND PART
WHEREAS the Landlord and Tenant have entered into a Lease dated the 3rd day of January, 1994, which was amended by lease amending agreement dated May 1st, 2000 (collectively referred to as the "Lease");
AND WHEREAS the Landlord has agreed to expand the warehouse premises at 456 Albert Street by an additional 57,057 square feet (the "Expansion");
AND WHEREAS the parties have agreed to further to extend and amend the Lease.
IN CONSIDERATION of the Premises and the covenants contained herein, the Landlord and Tenant agree as follows:
1. LEASE TERMS:
The terms and definitions of the Lease, save and except as previously and herein amended, shall govern the terms of this Amending Agreement.
2. DEFINITIONS:
"Commencement Date" means the 1st day of January, 2002.
"Premises" shall mean the warehouse and office building containing 10,402 square feet of office space and 155,940 square feet of warehouse space and the lands and premises on which it is situate, and all structures and appurtenances located thereon and appurtenant thereto, located at 456 Albert Street in the Town of Strathroy in the County of Middlesex, which land is legally described as Park Lot 1, Plan 234, Town of Strathroy, Township of Strathroy-Caradoc, County of Middlesex, save and except the westerly 8.25 feet of the said Lot being the whole of PIN 08584-0065.
3. TERM:
Section 3.01 of the Lease shall be amended to provide that the Term of the Lease shall be for a term of ten (10) years commencing on the Commencement Date and ending on December 31,2011.
4. RENT:
Section 4.07 of the Lease shall be amended to provide that the Basic Rent payable by the Tenant to the Landlord during the Term shall be the sum of FIVE HUNDRED AND EIGHTY-TWO THOUSAND ONE HUNDRED AND NINETY-SEVEN DOLLARS ($582,197.00) of the lawful money of Canada per year payable in advance on the first (1st) day of each month of the term, in equal monthly installments of FORTY-EIGHT THOUSAND AND FIVE HUNDRED AND SIXTEEN DOLLARS AND FORTY-TWO CENTS ($48,516.42), such payments to be made by cheque or money order made payable to the Landlord as it may direct from time to time, the first payment of Basic Rent being due on the Commencement Date. The Basic Rent shall not be subject to adjustment after the first five (5) years of the Term as originally provided in the Lease.
5. DEPOSIT:
Section 4.02 of the Lease shall be amended to provide that the Tenant shall increase the deposit with the Landlord to a total amount of FORTY-EIGHT THOUSAND FIVE HUNDRED AND SIXTEEN DOLLARS AND FORTY-TWO CENTS ($48,516.42).
6. LANDLORD'S TITLE:
Schedule "A" re Permitted Encumbrances shall be amended by adding the existing first, second and third collateral changes, registered against the Premises in Favor of Royal Bank of Canada.
7. CONFIRMATION:
Save and Except as provided in this Amending Agreement and the previous Lease Amending Agreement dated May 1, 2000, the Landlord and Tenant confirm that all of the terms of the Lease remain the same, time remains of the essence, and the Lease shall remain in full force and effect unamended.
IN WITNESS WHEREOF the parties have executed this Lease Amending Agreement.
B.A.R.K. HOLDINGS INC.
/s/ Douglas Hamilton Per:------------------------------------------ Douglas Hamilton President |
I have authority to bind the Corporation.
COLUMBIA-SPORTSWEAR CANADA
LIMITED
/s/ Beverly Freure /s/ Frank Trovato Per:-------------------------------------------- NAME: Beverly Freure Frank Trovato TITLE: V.P. Operations Finance/Admin Manager /s/ Per:-------------------------------------------- NAME: TITLE: We have authority to bind the Corporation. |
EXHIBIT 10.12(b)
INDEMNITY AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 2002.
BETWEEN:
COLUMBIA SPORTSWEAR COMPANY, a corporation subsisting under the laws of the State of Oregon, in the United States of America,
(hereinafter called the "Indemnitor")
OF THE FIRST PART
-and-
B.A.R.K. HOLDINGS INC.,
a corporation incorporated under the laws
of the Province of Ontario, Canada,
(hereinafter called "BARK")
OF THE SECOND PART
WHEREAS:
1. BARK has entered into a lease made the 3rd day of January, 1994 which is amended by lease amending agreements made the 1st day of May, 2000 and January 1, 2002 (collectively the "Lease") between BARK, as Landlord, and Columbia Sportswear Canada Limited, as Tenant (the "Tenant") relating to the premises being a warehouse and office building located at 456 Albert Street in the town of Strathroy, Ontario;
2. Upon the request of BARK, the Indemnitor has agreed to execute and deliver this indemnity agreement (the "Indemnity") in favour of BARK;
NOW THEREFORE for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the Indemnitor), the Indemnitor hereby agrees with BARK as follows:
1. The Indemnitor shall indemnify and save BARK harmless from all damages and costs incurred by BARK if, during the term of the Lease and any renewals, the Tenant fails to pay the rent or other amount to be paid by the Tenant under the Lease as and when they are due, under the Lease for such period which, if the Lease were in full force and effect and in good standing, would be payable under the Lease.
2. If the Tenant defaults in the performance or observance of any of the covenants, obligations or agreements contained in the Lease, the Indemnitor shall forthwith, upon demand by BARK, pay to Bark any amount so payable and all damages that may arise
upon the default by the Tenant in the payment thereof or in the due performance of any such obligation.
3. The Indemnitor shall be jointly and severally bound with the Tenant to BARK for the performance of the obligations of Tenant under the Lease and its liability shall be that of a direct and primary obligor and not merely that of a surety.
4. If the Tenant defaults under the Lease, BARK may proceed against the Indemnitor as if it were the Tenant, without waiving any of its rights against the Tenant and without any requirement that BARK shall first have proceeded against the Tenant or had recourse to or exhausted any of its remedies against the Tenant.
5. The obligation of the Indemnitor and the rights of BARK hereunder shall not be affected or in any way prejudiced or impaired by any delay, neglect or forbearance by BARK in enforcing performance by the Tenant of its obligations under the Lease or the granting by BARK to the Tenant any extension of time or by any waiver by BARK of any of the Tenant's obligations or by any assignment or sublease or sublease or other dealing by the Tenant with the Lease or the premises whether with or without the consent of BARK or by any want of notice to the Indemnitor or by any dealing between BARK and the Tenant with or without notice to the Indemnitor whereby the respective obligations and rights of either BARK or the Tenant are amended or by any other act or failure to act by BARK which would release, discharge or affect the obligations of the Indemnitor if it were a mere surety, and with the intent that this Indemnity shall not be released or affected or the rights of BARK hereunder in any way impaired until such time as all the obligations of the Tenant under the Lease have been fully performed and satisfied
6. The obligations of the Indemnitor hereunder shall not be released, discharged or affected by the bankruptcy or insolvency of the Tenant or any disclaimer by any trustee in bankruptcy of the Tenant or by the Tenant ceasing to exist (whether by winding-up, forfeiture, cancellation or dissolution, or any other circumstance) or by any event terminating the Lease including a re-entry pursuant to the Lease.
7. Notwithstanding the provisions set forth herein, in the event of a default or termination of the Lease BARK shall not be entitled to claim or receive an amount greater than it would have been entitled to receive from the Tenant under the terms provided in the Lease.
8. The obligations of the Indemnitor hereunder may be assigned BARK, will benefit and be enforceable by the successors and assigns of BARK and shall bind the successors and assigns of the Indemnitor.
9. This Indemnity shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The Indemnitor acknowledges receipt of a copy of the Lease and this Indemnity.
10. Any reference to this Indemnity to the Lease shall be deemed to include any alterations, amendments or modifications from time, made to the Lease. No dealings between BARK and the Tenant of whatsoever kind, whether with or without notice to the
Indemnitor (the requirements of any notice by BARK to the Indemnitor being hereby waived by the Indemnitor), shall exonerate the Indemnitor in whole or in part.
11. The Indemnitor will execute such further and other assurances, instruments and documents as may be reasonably required by BARK to give full effect to this Indemnity.
12. Unless defined herein or the context otherwise requires, all of the words and phrases defined in the Lease and used in this Indemnity shall have the same meanings as in the Lease.
13. If any provision contained in this Indemnity or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Indemnity or the application of such provision to persons or circumstances, other than those as to which it is held to be invalid or unenforceable, shall not be affected thereby and each provision of this Indemnity shall be valid and enforceable to the fullest extent permitted by law.
14. Any notice required or contemplated by any provision of this Indemnity shall be sent by registered mail, postage prepaid or delivered to the Indemnitor to its registered head office or to such other address as the Indemnitor may from time to time designate by written notice to BARK. Every such notice shall be deemed to have been given and received upon the date of actual delivery, if delivered, and upon the third business day after mailing, if mailed. In the event of and during a disruption or threatened disruption in the postal services, all notices shall be delivered and shall not be mailed.
15. No modification of this Indemnity shall be effective unless the same is in writing and is executed by both the Indemnitor and BARK.
IN WITNESS WHEREOF the proper officers of the Indemnitor have executed this Indemnity.
COLUMBIA SPORTSWEAR COMPANY
/s/ Patrick D. Anderson Per:------------------------ c/s Patrick D. Anderson Chief Financial Officer |
I have authority to bind the Corporation.
Exhibit 10.21
COLUMBIA SPORTSWEAR COMPANY(R)
1999 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I-PURPOSE
1.01. Purpose
ARTICLE II-DEFINITIONS
2.01. Compensation
2.02. Eligible Employee
2.03. Subsidiary Corporation
2.04. Offerings
ARTICLE III-ELIGIBILITY AND PARTICIPATION
3.01. Initial Eligibility.
3.02. Commencement of Participation
3.03. Restrictions on Participation.
ARTICLE IV-OFFERINGS
4.01. Quarterly Offerings.
ARTICLE V-PAYROLL DEDUCTIONS
5.01. Amount of Deduction.
5.02. Participant's Account.
5.03. Changes in Payroll Deductions.
5.04. Leave of Absence.
ARTICLE VI-GRANTING OF OPTIONS
6.01. Number of Option Shares.
6.02. Purchase Price.
ARTICLE VII-EXERCISE OF OPTIONS
7.01. Automatic Exercise.
7.02. Withdrawal of Account.
7.03. Fractional Shares.
ARTICLE VIII-WITHDRAWAL
8.01. In General.
8.02. Effect on Subsequent Participation.
8.03. Termination of Employment.
8.04. Leave of Absence
ARTICLE IX-INTEREST
9.01. Payment of Interest
ARTICLE X-STOCK
10.01. Maximum Shares.
10.02. Participant's Interest in Option Stock.
10.03. Registration of Stock.
10.04. Restrictions on Exercise.
ARTICLE XI-ADMINISTRATION
11.01. Administration of the Plan.
ARTICLE XII-CUSTODIANSHIP
12.01. Delivery and Custody of Shares
12.02. Records and Statements
ARTICLE XIII-MISCELLANEOUS
13.01. Transferability.
13.02. Use of Funds
13.03. Adjustment Upon Changes in Capitalization.
13.04. Effective Date.
13.05. No Employment Rights.
13.06. Governing Law.
13.07. Expense of the Plan.
13.08. Dividends and Other Distributions.
13.09. Voting and Shareholder Communications.
13.10. Tax Withholding.
13.11. Responsibility and Indemnity.
13.12. Conditions and Approvals.
13.13. Amendment of the Plan.
13.14. Termination of the Plan.
ARTICLE I-PURPOSE
1.01. PURPOSE.
Columbia Sportswear Company's Employee Stock Purchase Plan is intended to provide a method whereby employees of the Company and its subsidiary corporations (hereinafter referred to as the "Company") will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of the Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986 as amended (the "Code"). The provisions of the Plan shall be construed so as to extend and limit the operation of the Plan in a manner consistent with the requirements of that section of the Code. In addition, this Plan authorizes the grant of options and issuance of common stock which do not qualify under section 423 of the Code pursuant to sub-plans adopted by the Board of Directors (or Compensation Committee pursuant to delegated authority) designed to achieve desired tax or other objectives in particular locations outside the United States.
ARTICLE II-DEFINITIONS
2.01. COMPENSATION
"Compensation" shall mean regular cash Compensation including salary, cash bonuses, payments in lieu of vacation, sick leave and commissions, but excluding severance pay, relocation bonuses, expense reimbursements, stock options or any other special payments.
2.02. ELIGIBLE EMPLOYEE
"Eligible Employee" means any employee of the Company or a Subsidiary Corporation:
(a) whose customary employment is for twenty (20) or more hours per week and more than five (5) months per year, and
(b) who is a citizen of a country who's laws do not prohibit corporations of other countries from granting stock options to its citizens.
Notwithstanding, the Board of Directors may revise the definition of Eligible Employee so as to conform to the laws of any non-U.S. jurisdiction.
2.03. SUBSIDIARY CORPORATION
"Subsidiary Corporation" shall mean any present or future corporation which:
(a) would be a "subsidiary corporation" of Company, as that term is defined in Section 424(f) of the Code, and
(b) is a domestic "subsidiary corporation" incorporated under the laws of any state, or
(c) if not a domestic corporation, is designated as a Subsidiary Corporation by the Board of Directors.
2.04. OFFERINGS
a) "Offerings" shall mean the quarterly offerings of the Company's Common Stock as described in Article IV.
b) "Offering Commencement Date" shall mean the first day of January, April, July, or October, as the case may be, on which the particular Offering begins, as described in Article IV.
c) "Offering Termination Date" shall mean December 31, March 31, June 30, or September 30 as the case may be, on which the particular Offering terminates, as described in Article IV.
ARTICLE III-ELIGIBILITY AND PARTICIPATION
3.01. INITIAL ELIGIBILITY.
Any Eligible Employee who has completed ninety (90) days' employment and is employed by the Company on the date his or her participation in the Plan is to become effective may participate in Offerings under the Plan which commence on or after the last day of such ninety (90) day period; provided, however, that the Board of Directors may decrease or increase (up to two years) this minimum requirement for any future Offering.
3.02. COMMENCEMENT OF PARTICIPATION.
An Eligible Employee may become a participant in an Offering under the Plan by filing with the Company no later than 10 days prior to the Offering Commencement Date, on forms furnished by the Company, a subscription and payroll deduction authorization. Once filed, a subscription and payroll deduction authorization shall remain in effect for subsequent Offerings unless amended or terminated. Payroll deductions for a participant shall commence on the applicable Offering Commencement Date and shall end on the Offering Termination Date of the Offering to which such authorization is applicable, unless sooner terminated by the participant as provided in Article VIII.
3.03. RESTRICTIONS ON PARTICIPATION.
Notwithstanding any provisions of the Plan to the contrary, no employee shall be granted an option to participate in the Plan:
(a) if, immediately after the grant, such employee would own stock, and/or hold outstanding options to purchase stock, possessing 5% or more of the total combined voting power or value of all classes of stock of the Company (for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in determining stock ownership of any employee); or
(b) which would allow an employee's right to purchase shares under all stock purchase plans of the Company and its partners and subsidiaries to which Section 423 of the Code applies to accrue at a
rate that exceeds $15,000 in fair market value of the stock (determined at the time such option is granted) for each calendar year in which such option is outstanding.
ARTICLE IV-OFFERINGS
4.01. QUARTERLY OFFERINGS.
The Plan will be implemented and operated through quarterly offerings of the Company's Common Stock (the "Offerings"). The initial Offerings in 1999 shall commence on the first day of July and October 1999 and terminate on September 30, and December 31 respectively. Thereafter, Offerings will begin on the 1st day of January, April, July, and October each year and terminate on March 31, June 30, September 30 and December 31, respectively. As used in the Plan, "Offering Commencement Date" means the first day of January, April, July, or October, as the case may be, on which the particular Offering begins and "Offering Termination Date" means the March 31, June 30, September 30 or December 31, as the case may be, on which the particular Offering terminates.
ARTICLE V-PAYROLL DEDUCTIONS
5.01. AMOUNT OF DEDUCTION.
At the time a participant files his or her authorization for payroll deduction, he or she shall elect to have deductions made from his or her pay on each payday during the time he or she is a participant in an Offering at the rate of any whole percentage, from 1% to 15% of his or her Compensation in effect during each pay period subject to the maximum dollar limitations set forth in Section 3.03(b).
5.02. PARTICIPANT'S ACCOUNT.
All payroll deductions made for a participant shall be credited to his or her account under the Plan.
5.03. CHANGES IN PAYROLL DEDUCTIONS.
A participant may discontinue his or her participation in the Plan as provided in Article VIII, but no other change can be made during an Offering.
5.04. LEAVE OF ABSENCE.
If a participant goes on a leave of absence authorized by the Company after the Offering Commencement date for any given offering period, such participant shall have the right to elect:
(a) to withdraw the balance in his or her account pursuant to Section 7.02, or
(b) to discontinue contributions to the Plan but remain a participant in the Plan during the present Offering to the extent that he or she had prior payroll deductions credited to his or her account, or
(c) to remain a participant in the Plan during the present Offering if the participant is still receiving Compensation from the Company and has authorized deductions from such Compensation consistent with the provisions of Section 5.01.
ARTICLE VI-GRANTING OF OPTIONS
6.01. NUMBER OF OPTION SHARES.
On the Offering Commencement Date each participant shall be deemed to have been granted an option to purchase, exclusively through payroll deductions described in Article V, a maximum number of shares of the common stock of the Company equal to the lesser of (a) 3,000 shares or (b) a number of shares equal to: (i) that percentage of the employee's Compensation which he has elected to have withheld (but not in any case in excess of 15%) multiplied by (ii) the employee's Compensation during the period of the Offering (iii) divided by the purchase price of the option shares determined as provided in Section 6.02 below.
6.02. PURCHASE PRICE.
The purchase price of the option shares shall be the lesser of (i) 85% of the fair market value of the shares at the Offering Commencement Date (or, if it is not a business date, on the nearest subsequent business date) or (ii) 85% of the fair market value of the shares at the Offering Termination Date (or, if it is not a business date, on the nearest prior business date). However, the Board of Directors may establish a different purchase price for any subsequent Offering based upon a different formula or fixed amount provided that (1) such changes cannot be made during an Offering to affect that current Offering and (2) in no event can the price go below 85% of fair market value of the shares as calculated in (i) and (ii) above. Fair market value as of any day shall mean the closing price as reported on the Nasdaq stock market or, if the stock is traded on a stock exchange, the closing price for the stock on the principal such exchange.
ARTICLE VII-EXERCISE OF OPTIONS
7.01. AUTOMATIC EXERCISE.
Unless a participant gives written notice to the Company as hereinafter provided, his or her option for the purchase of stock with payroll deductions made during any Offering will be deemed to have been exercised automatically on the Offering Termination Date applicable to such Offering, for the purchase of the number of full or fractional shares of common stock which the accumulated payroll deductions in his or her account at that time will purchase at the applicable option price (but not in excess of the number of shares for which options have been granted to the employee pursuant to Section 6.01 and Section 3.03). Any excess cash balance remaining in an employee's account after an Offering Termination Date because it was less than the amount required to purchase a full share shall be retained in the employee's account for the next Offering; any excess amount will be repaid to the employee.
7.02. WITHDRAWAL OF ACCOUNT.
By written notice to the Director of Human Resources of the Company, at any time prior to the tenth day before an Offering Termination Date applicable to any Offering, a participant may elect to withdraw all the accumulated payroll deductions in his or her account at such time and thereby discontinue participation in that particular Offering.
7.03. FRACTIONAL SHARES.
Offerings may be made and exercised in full and fractional shares of stock, unless the Board of Directors determines that fractional shares will not be issued. If the Board of Directors makes such a determination that fractional shares will not be issued under the Plan, any accumulated payroll deductions which would have been used to purchase fractional shares will be used to purchase stock at the end of the next offering period.
ARTICLE VIII-WITHDRAWAL
8.01. IN GENERAL.
As indicated in Section 7.02, a participant may discontinue participation and withdraw payroll deductions credited to his or her account under the Plan at any time prior to the tenth day before an Offering Termination Date applicable to any Offering by giving written notice to the Director of Human Resources of the Company. All of the participant's payroll deductions credited to his or her account will be paid to him promptly, without interest, after receipt of his or her notice of withdrawal, and no further payroll deductions under this plan will be made from his or her pay during such Offering.
8.02. EFFECT ON SUBSEQUENT PARTICIPATION.
A participant's withdrawal from any Offering will not have any effect upon his or her eligibility to participate in any succeeding Offering or in any similar plan which may hereafter be adopted by the Company.
8.03. TERMINATION OF EMPLOYMENT.
Upon termination of the participant's employment, (including retirement and death) any payroll deductions credited to his or her account will be returned as soon as reasonably practicable to him or her, or, in the case of his or her death, to the person or persons entitled thereto under Section 13.01.
8.04. LEAVE OF ABSENCE.
A participant who goes on a Company authorized leave of absence, and is enrolled in a current Offering shall be entitled to withdraw funds from the Plan pursuant to the provisions of Section 7.02.
ARTICLE IX-INTEREST
9.01. PAYMENT OF INTEREST
No interest will be paid or allowed on any money paid into the Plan or credited to the account of any participant employee except where required by applicable law.
ARTICLE X-STOCK
10.01. MAXIMUM SHARES.
There are 500,000 shares of the Company's authorized but unissued or reacquired Common Stock reserved for purposes of the Plan. The number of shares reserved for the Plan is subject to adjustment upon changes in capitalization of the Company as provided in Section 13.04. If the total number of shares for which options are exercised on any Offering Termination Date in accordance with Article VI exceeds the maximum number of shares allowable under this Section 10.01, the Company shall make a pro rata allocation of the shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and the balance of payroll deductions credited to the account of each participant under the Plan shall be returned to him as promptly as possible, without interest.
10.02. PARTICIPANT'S INTEREST IN OPTION STOCK.
The participant will have no interest in common stock covered by his or her option until such option has been exercised.
10.03. REGISTRATION OF STOCK.
Stock to be delivered to a participant under the Plan will be registered in the name of the participant, or if the participant so directs by written notice to the Director of Human Resources of the Company at any time prior to the tenth day before an Offering Termination Date applicable thereto, in the names of the participant and one such other person as may be designated by the participant, as joint tenants with rights of survivorship or as tenants by their entireties, to the extent permitted by applicable law.
10.04. RESTRICTIONS ON EXERCISE.
The Board of Directors may, in its discretion, require as conditions to the exercise of any option that the shares of Common Stock reserved for issuance upon the exercise of the option shall have been duly listed, upon official notice of issuance, upon the Nasdaq stock exchange, and that a Registration Statement under the Securities Act of 1933, as amended, with respect to said shares shall be effective.
ARTICLE XI-ADMINISTRATION
11.01. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors. The Board of Directors may promulgate rules and regulations for the operation of the Plan, adopt forms for use in connection with the Plan, and decide any question of interpretation of the Plan or rights arising thereunder. The Board of Directors may consult with counsel for the Company on any matter arising under the Plan. All determinations and decisions of the Board of Directors shall be conclusive. Notwithstanding the foregoing, the Board of Directors, if it so desires, may delegate to the Compensation Committee of the Board the authority for general administration of the Plan.
Notwithstanding anything in the Plan to the contrary, with respect to any participant or Eligible Employee who is resident outside of the United States, the Board of Directors (or the Compensation Committee, pursuant to delegated authority) may, in its sole discretion, amend or vary the terms of the Plan in order to conform such terms with the requirements of local law or to meet the goals and objectives of the Plan, and may, in its sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan in such non-U.S. jurisdictions. The Board of Directors (or the Compensation Committee, pursuant to delegated authority) may, where it deems appropriate in its sole discretion, establish one or more sub-plans for these purposes.
ARTICLE XII-CUSTODIANSHIP
12.01. DELIVERY AND CUSTODY OF SHARES
Shares purchased by participants pursuant to the Plan will be delivered to and held in the custody of such investment or financial firm (the "Custodian") as shall be appointed by the Board of Directors. The Custodian may hold in nominee or street name shares purchased pursuant to the Plan, and may commingle shares in its custody pursuant to the Plan in a single account without identification as to individual participant. By appropriate instruction to the Custodian on forms to be provided for that purpose, a participant may from time to time (a) transfer into the participant's own name of all or part of the shares held by the Custodian for the participant's account and delivery of such shares to the participant; (b) transfer of all or part of the shares held for the participant's account by the Custodian to a regular individual brokerage account in the participant's own name, at participant's own expense, if any, either with the firm then acting as Custodian or with another firm, or (c) obtain sale of all or part of the shares held by the Custodian for the participant's account, at participant's own expense, if any, at the market price at the time the order is executed and remittance of the net proceeds of sale to the participant. Upon termination of participation in the plan, the participant may elect to have the shares held by the Custodian for the account of the participant transferred and delivered in accordance with (a) above, transferred to a brokerage account in accordance with (b), or sold in accordance with (c).
12.02. RECORDS AND STATEMENTS
The Custodian will maintain the records of the Plan. As soon as practicable after each Offering Termination Date each participant will receive a statement showing the activity of his or her account since the preceding Purchase Date and the balance on the Purchase Date as to both cash and shares. Participants will be furnished such other reports and statements, and at such intervals, as the Board of Directors shall determine from time to time.
ARTICLE XIII-MISCELLANEOUS
13.01. TRANSFERABILITY.
Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive stock under the Plan may be assigned, transferred, pledged, or otherwise disposed
of in any way by the participant other than by will or the laws of descent and distribution, and any such attempted assignment, transfer, pledge or other disposition shall be without effect.
13.02. USE OF FUNDS
No payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions from other general assets.
13.03. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
The number of shares reserved for the Plan is subject to adjustment in the event of any stock dividend, stock split, combination of shares, recapitalization or other similar change in the outstanding Common Stock of the Company. The determination of whether an adjustment shall be made and the manner of any such adjustment shall be made by the Board of Directors of the Company, which determination shall be conclusive.
13.04. EFFECTIVE DATE.
The Plan shall become effective July 1, 1999 subject to approval by the holders of the majority of the Common Stock present and represented at a special or annual meeting of the shareholders held on or before the date that is one year after the effective date of the Plan. If the Plan is not so approved, the Plan shall not become effective.
13.05. NO EMPLOYMENT RIGHTS.
The Plan does not, directly or indirectly create in any employee or class of employees any right with respect to continuation of employment by the Company, and it shall not be deemed to interfere in any way with the Company's right to terminate, or otherwise modify, an employee's employment at any time.
13.06. GOVERNING LAW.
The laws of the State of Oregon will govern all matters relating to this Plan, except to the extent that such laws are superseded by the laws of the United States.
13.07. EXPENSE OF THE PLAN.
The Company will pay all expenses incident to operation of the Plan, including costs of record keeping, accounting fees, legal fees, commissions and issue or transfer taxes on purchases pursuant to the Plan and on delivery of shares to a participant or into his or her brokerage account. The Company will not pay expenses, commissions or taxes incurred in connection with the sale or transfer of shares by the Custodian at the request of a participant.
13.08. DIVIDENDS AND OTHER DISTRIBUTIONS.
Cash dividends and other cash distribution, if any, on shares held by the Custodian will be paid currently to the participants entitled thereto unless the Company subsequently adopts a dividend reinvestment plan
and the participant directs that his or her cash dividends be invested in accordance with such plan. Stock dividends and other distribution in shares of the Company on shares held by the Custodian shall be issued to the Custodian and held by it for the account of the respective participants entitled thereto.
13.09. VOTING AND SHAREHOLDER COMMUNICATIONS.
In connection with voting on any matter submitted to the shareholders of the Company, the Custodian will furnish to each participant a proxy authorizing the participant to vote the shares held by the custodian for his or her account. Copies of all general communications to shareholders of the Company will be sent to participants in the Plan.
13.10. TAX WITHHOLDING.
Each participant who has purchased shares under the Plan shall immediately upon notification of the amount due, if any, pay to the Company in cash amounts necessary to satisfy any applicable federal, state and local tax withholding determined by the Company to be required. If the Company determines that additional withholding is required beyond any amount deposited at the time of purchase, the participant shall pay such amount to the Company on demand.
13.11. RESPONSIBILITY AND INDEMNITY.
Neither the Company, its Board of Directors, the Custodian, any Subsidiary Corporation, nor any member, officer, agent, or employee of any of them, shall be liable to any participant under the Plan for any mistake of judgment or for any omission or wrongful act unless resulting from gross negligence, willful misconduct or intentional misfeasance. The Company will indemnify and save harmless its Board of Directors, the Custodian and any such member, officer, agent or employee against any claim, loss, liability or expense arising out of the Plan, except such as may result from the gross negligence, willful misconduct or intentional misfeasance of such entity or person.
13.12. CONDITIONS AND APPROVALS.
The obligations of the Company under the Plan shall be subject to compliance with all applicable state and federal laws and regulations, compliance with the rules of any stock exchange on which the Company's securities may be listed, and approval of such federal and state authorities or agencies as may have jurisdiction over the Plan or the Company.
13.13. AMENDMENT OF THE PLAN.
The Board of Directors of the Company may from time to time amend the Plan in any and all respects, except that without the approval of the shareholders of the Company, the Board of Directors may not increase the number of shares reserved for the Plan, except as described in Section 13.04 or decrease the purchase price of shares offered pursuant to the Plan.
13.14. TERMINATION OF THE PLAN.
The Plan shall terminate when all of the shares reserved for purposes of the Plan have been purchased, provided that the Board of Directors in its sole discretion may at any time terminate the Plan without any obligation on account of such termination, except as hereinafter in this paragraph provided. Upon termination of the Plan, the cash and shares, if any, held in the account of each participant shall forthwith
be distributed to the participant or to the participant's order, provided that if prior to the termination of the Plan, the Board of Directors and shareholders of the Company shall have adopted and approved a substantially similar plan, the Board of Directors may in its discretion determine that the account of each participant under this Plan shall be carried forward and continued as the account of such participant under such other plan, subject to the right of any participant to request distribution of the cash and shares, if any, held for his or her account.
Executed this ______ day of ______________, 1999.
COMPANY
By: ______________________________________________
Title: ___________________________________________
Exhibit 21.1
List of Subsidiaries
Name Jurisdiction of Incorporation ---- ----------------------------- Columbia Sportswear Holdings Limited Ontario, Canada Columbia Sportswear Canada Limited Ontario, Canada Columbia Sportswear Japan, Inc. Japan Columbia Sportswear (France) S.N.C. France Columbia Sportswear Gmbh Germany Columbia Sportswear Korea Korea GTS, Inc. Oregon Sorel Corporation Delaware Columbia Sportswear Company Ltd. United Kingdom Columbia Sportswear Company S.A.S. France Columbia Sportswear International AG Switzerland Columbia Sportswear North America, Inc. Oregon Columbia Sportswear Europe S.A.S. France |
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders of
Columbia Sportswear Company
Portland, Oregon
We consent to the incorporation by reference in Registration Statements Nos. 333-53785 and 333-80387 on Form S-8 of our report dated January 31, 2002 appearing in this Annual Report on Form 10-K of Columbia Sportswear Company for the year ended December 31, 2001.
DELOITTE & TOUCHE LLP
Portland, Oregon
March 28, 2002
Exhibit 24.1
POWER OF ATTORNEY
The undersigned constitutes and appoints GERTRUDE BOYLE, TIMOTHY BOYLE, PATRICK ANDERSON and CARL DAVIS, and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Columbia Sportswear Company Annual Report on Form 10-K for the year ended December 31, 2001, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: March 28, 2002 /s/ *TIMOTHY P. BOYLE ------------------------------------ Timothy P. Boyle Dated: March 28, 2002 /s/ *GERTRUDE BOYLE ------------------------------------ Gertrude Boyle Dated: March 28, 2002 /s/ *SARAH BANY ------------------------------------ Sarah Bany Dated: March 28, 2002 /s/ *EDWARD S. GEORGE ------------------------------------ Edward S. George Dated: March 28, 2002 /s/ *MURREY R. ALBERS ------------------------------------ Murrey R. Albers Dated: March 28, 2002 /s/ *JOHN STANTON ------------------------------------ John Stanton Dated: March 28, 2002 /s/ *WALTER KLENZ ------------------------------------ Walter Klenz |