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Under Armour (NYSE:UA)

Q4 2010 Earnings Call

January 27, 2011 8:30 am ET

Executives

Brad Dickerson - Chief Financial Officer and Principal Accounting Officer

Tom Shaw -

Kevin Plank - Founder, Chairman, Chief Executive Officer and President

Analysts

Camilo Lyon - Wedbush Securities Inc.

Taposh Bari - Jefferies & Company, Inc.

Kate McShane - Citigroup Inc

Michelle Tan - UBS

Mitchel Kummetz - Robert W. Baird & Co. Incorporated

Omar Saad - Crédit Suisse AG

Michael Binetti - UBS Investment Bank

Christopher Svezia - Susquehanna Financial Group, LLLP

Operator

Good day, ladies and gentlemen, and welcome to Under Armour Inc. Fourth Quarter Earnings and Webcast. [Operator Instructions] I would now like to introduce Mr. Tom Shaw. Please go ahead.

Tom Shaw

Thanks, Tonesha, and good morning to everyone joining us on this morning's conference call. During the course of this conference call, we'll be making projections or other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution that such statements are subject to risks and uncertainties that could cause actual events or results to differ materially. These risks and uncertainties are described in our press release and in the Risk Factor section of our filings with the SEC. The company assumes no obligation to update forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Joining us on today's call will be Kevin Plank, Chairman and CEO, who will discuss our strategy for continued growth in 2011 and beyond; Brad Dickerson, our Chief Financial Officer, will then discuss the company's financial performance for the fourth quarter and full year 2010, followed by an update to our 2011 outlook. After the prepared remarks, Kevin and Brad will be available for a Q&A session that will end at approximately 9:30 a.m. I will then close with a tentative date of our first quarter 2011 earnings call. Finally, a replay of this teleconference will be available at our website at approximately 11 a.m., Eastern, today.

And with that, I'll turn it over to Kevin Plank.

Kevin Plank

Thank you, Tom, and good morning, everyone. When I'm talking to Under Armour employees, investors, athletes or our retail partners, I'm constantly reminding all of them one simple idea: We are just getting started. We believe that for three primary reasons. First, we have built an incredibly powerful and authentic brand in a relatively short time. Second, our product line remains narrow relative to the opportunities in apparel, footwear and other categories where our brand can play. And third, we have yet to truly establish our brand outside of North America.

But even with those limitations, we finished 2010 with a $1 billion foundation in place from which to grow our brand, and we did so with a great end to the year. This morning, I want to leave the recap of our 2010 results to Brad and focus more on the steps we're taking that will help us reach the next stage of our growth curve.

Now that we have built our billion-dollar foundation, we are focusing UA on the next billion and the billion after that. We understand we have the unique opportunity to be the world's next great athletic brand, and our energy is focused on building that next addition to our house. So how do we build that structure? We do it by making investments that put us in the position to win, and I want to share some examples of that this morning.

Two great examples of making these types of investments unfolded for us in sports marketing over the last 100 days. First, our signing of Patriots quarterback and likely MVP, Tom Brady. We were able to make the investment that brought Tom to the UA team because we've invested in our footwear business to make a football cleat that could be worn with confidence by the League's best player. The second example is our relationship with the Auburn Tigers, college football's national champs. As with Tom Brady, we were able to surgically showcase our brand in the national championship game because athletes trust the Under Armour brand will perform on the field of play.

In each of these cases, Tom Brady and national champions Auburn, our consumer was the most exacting in the business, the top of the pyramid in terms of expectations of performance. Being part of their success on the national stage drives our product team to bring that same level of innovation to all our consumers and reinforces our brand promise to make all athletes better.

And while we are in our fifth year of making football cleats, we are still very early in the development of the major pieces of our footwear business. The continued strong performance of our U.S. apparel business affords us the opportunity to develop our footwear business for long-term growth. It's why we were able to test our basketball footwear on players for several years before we brought them to the market at the end of last year. And while we are in the early stage of our footwear curve, we're confident that, over time, we'll become a major player across all the key sport categories.

The second area where we're putting UA in a position to win is with our product leadership at retail. Since our first entry into wholesale, we've built up great equity by selling at full price and consistently taking our consumers' expectations up. Those are the metrics of product leadership for UA and 2010 was a great example of us protecting our core while making headway in new categories.

Under Armour continues to be the brand of choice for baselayer, and that was especially true in the second half of 2010, despite very aggressive discounting and marketing dollars directed at the category. Not only did we see great broad-based sell-through in our core baselayer business, but we also had an excellent quarter across all of our ColdGear apparel offerings, including our expanding Fleece and Evo fitted products. Coming off this very strong performance for Under Armour in apparel in Q4, you can understand why we are enthusiastic about our growth story coming into 2011.

Our apparel growth will be driven largely by maintaining and growing our core UA consumer, while bringing the brand to new athletes through our expanding product breadth. We will continue to see strong net revenue growth in our U.S. apparel product category as long as we do three things well. First, bring innovation to our core businesses. Second, continue to expand our share in women's and other growth categories. And third, bring new consumers into our brand with initiatives like charged cotton, which I'm going to cover in just a moment.

The third area where we are putting ourselves in position to win is investing in our five growth drivers: men's apparel, women's apparel, footwear, Direct-to-Consumer and international. Since day one, we have understood the opportunity in front of us and have invested ahead of our needs, whether it was in systems, innovation, new categories or our team. The success of our business in Japan, where we surpassed the USD $100 million-mark in 2010, is evidence that our brand can not only translate but win outside of the United States.

In fact, we believe we are just getting started in Japan as well. We're confident that our opportunity there is the most immediate for our international growth story, and we're investing to help fuel the UA business is Japan. We are making an equity investment in our partners in Japan, Dome Corp., and we believe their success in bringing Under Armour to life for the Japanese consumer to this point is strong reason for us to invest to help fund that continued growth.

On our last call, we talked about four metrics we use for measuring our progress: product leadership, servicing the business, growing our global footprint and building the team.

From a product leadership perspective, we are about to bring a dose of innovation to consumers with the introduction of Under Armour charged cotton. We've talked about developing the UA brand like chapters in a book, with each chapter connecting to both the previous and following ones. As our brand continues to reach new consumers both here in the U.S. and internationally, we'll be bringing this next chapter of Under Armour innovation to the athletic apparel market this spring.

When we first brought the idea of moisture-wicking compression apparel to the market, our goal was to make athletes rethink expectations for their apparel. And with the development of charged cotton, the next chapter in Under Armour's innovation platform will raise expectations once again. Charged cotton will introduce Under Armour to a whole new audience of consumers while bringing a new level performance to a category where expectations for it have been low. You'll be hearing a lot more about charged cotton in the coming months, and we're confident this innovation will expand both the reach and equity of our brand.

A lot of time on these calls, you'll hear me talk about our ability to meet the growing consumer demand for the Under Armour brand. Based on our revenue performance in Q4, we believe we continue to make progress in our ability to service the growing demand for Under Armour product. Our decision to take a more aggressive position in our core auto-replenishment inventory helped drive better deliveries in that part of our business, and we were better able to meet demand in key items like our Big Logo Hoody and the Women's Evo fitted ColdGear and Fleece product I mentioned earlier.

The final two areas where we like to measure ourselves are in expanding our global footprint and building the Under Armour team. And I'll cover these two together since this quarter they are particularly connected. I already talked about our plans for expanding our business in Japan, and we have begun to stick our toes in the water, learning how we want to grow the brand in China and elsewhere in Asia.

We believe our brand and product leadership are critical elements of our success. To help ensure that our brand message evolves as we grow and adapts to the culture as we enter new markets, we've brought on Mark Dowley to run our brand and our international business units. Mark brings tremendous experience in building consumer brands globally, most recently as CEO of William Morris Endeavor Marketing. We've worked very hard to create an authentic athletic brand, and Mark's charge will be to take that brand to the next level, to capitalize on that equity in new geographies and with new consumers.

We've also set up a new leadership structure within our product teams, where Kip Fulks, my original partner in Under Armour, has moved into overseeing all product creation. Bringing Kip into this role will ensure that every product we create will carry the Under Armour DNA even as we step into new categories like charged cotton.

The last piece on the team front revolves around our space here at our headquarters in Baltimore. As we expand the Under Armour brand on a global basis, we believe it's critical that our headquarters define our culture and provide a center of energy and inspiration for our team here and abroad. So we are investing in our growth, investing in our hometown, and are ensuring that we can create a world-class headquarters that will help attract the best and brightest as we move into this next phase of growth.

Brad will fill you in on the details, but the short story is that we are in the process of taking ownership of our existing property here in Baltimore, enabling us to focus on growing our brand without worrying about where we will be doing that from. It is an investment for growth and one that we are proud to make in the community where we have grown to be a billion-dollar brand.

With that, I'm going to turn things over to our CFO, Brad Dickerson, who will take you through our very strong Q4 and full year 2010 results. Brad?

Brad Dickerson

Thanks, Kevin. With Kevin having taken you through some highlights and strategies for our business, I would now like to spend some time discussing our fourth quarter and full year financial results.

Our net revenues for the fourth quarter of 2010 increased 36% to $301 million. For the full year, net revenues increased 24% to $1.064 billion. Results exceeded our previous full year guidance of $1.030 billion to $1.035 billion as we experienced better-than-expected at-once business at wholesale and in the Direct-to-Consumer sales channel as the fourth quarter progressed. Apparel grew 32% to $254 million during the quarter. Category strength was once again broad-based during the quarter with each of our men's, women's and youth apparel categories growing at least 30% year-over-year.

For the full year, apparel grew 31% to $853 million. Our Direct-to-Consumer net revenues increased 56% for the quarter, representing 33% of net revenues compared to 29% in the prior year's period. For the full year, Direct-to-Consumer net revenues increased 57%, representing 23% of net revenues compared to 18% in 2009. Throughout 2010, this business was driven by new Factory House store openings, strong same-store sales growth and robust growth in our Web business. We opened four new Factory House stores during the fourth quarter, increasing our Factory House store base to 54 up from 35 locations at the end of 2009.

Footwear net revenues during the quarter increased to $21.9 million from $8.7 million in the fourth quarter of 2009. This quarter's growth was primarily driven by our introduction of basketball product, strength in baseball cleats and less sales dilution experienced year-over-year. For the full year, footwear net revenues declined 7% to $127 million.

International net revenues increased 7% to $22 million in the fourth quarter and represented approximately 7% of total net revenues. This growth was below recent trend, primarily due to timing of shipments between the third and fourth quarters. For the full year, international net revenues increased 37% to $66 million, representing approximately 6% of total net revenues.

Fourth quarter gross margins were 51.7% compared with 51.2% in the prior year's quarter. We had several puts and takes contributing to the 50 basis point gross margin expansion. First, we continued to see a higher percentage of net revenues from our higher margin Direct-to-Consumer business, contributing approximately 130 basis points. Second, we experienced lower year-over-year footwear markdowns, contributing approximately 60 basis points. These were partially offset by additional pricing incentives at wholesale for both apparel and footwear impacting gross margins by approximately 60 basis points, and a lower mix of licensing revenues impacting gross margins by approximately 50 basis points.

Gross margins for 2010 were 49.9%, up 200 basis points from 47.9% in 2009. Improved margins for the year were driven primarily by the higher percentage of net revenues from our Direct-to-Consumer business contributing approximately 100 basis points, and lower inventory reserves and markdowns also contributing approximately 100 basis points.

Selling, general and administrative expense as a percentage of net revenues increased to 40% in the fourth quarter of 2010 compared with 39.1% in the prior year's period. Details around our four SG&A buckets are as follows.

First, marketing costs declined to 11.1% of net revenues for the quarter from 11.3% in the prior year period, driven largely by the upside in net revenues during the period. Second, selling costs increased to 10.1% of net revenues for the quarter from 9.7% in the prior year period, primarily driven by the continued expansion of our Factory House stores, which carry better gross margins but also incur higher SG&A expense as a percentage of revenue. Third, product innovation and supply-chain costs held steady year-over-year at 9.1% of net revenues. And finally, corporate services increased to 9.7% of net revenues for the quarter, compared to 9% in the prior year period primarily as a result of additional investments in corporate personnel, facility expenses and information technology initiatives as well as higher bonus expense.

For the full year, SG&A as a percentage of net revenues increased to 39.3% compared to 37.9% in 2009. Although marketing expenses increased by approximately $19 million, marketing leveraged from 12.7% of net revenues to 12% of net revenues in 2010. Selling costs de-leveraged 80 basis points from 8.1% to 8.9%, driven primarily by the expansion of our Factory House stores.

Product innovation and supply-chain costs de-levered 70 basis points from 8.4% to 9.1%, due primarily to increased investments in personnel associated with design and sourcing of our expanding apparel, accessories and footwear lines. Finally, corporate services de-levered 60 basis points from 8.7% to 9.3%, driven primarily by the same factors highlighted in the fourth quarter.

Operating income during the fourth quarter grew nearly 31% to $35 million compared with $27 million in the prior year. Operating margin was 11.7% compared with 12.1% in the prior year quarter. For the full year, operating income grew 32% to $112 million, representing 10.6% of net revenues compared to 10% in 2009.

Turning to our tax rate. Two factors positively impacted our fourth quarter effective tax rate. First, a research and development tax credit was renewed in December 2010. Second, we continued to develop and implement our tax planning strategies. These initiatives reduced our effective income tax rate in the fourth quarter to 33.4% compared to 42.1% in the fourth quarter of 2009. Our full year effective tax rate of 37.1% compared favorably to the 43.2% effective tax rate in 2009. Our resulting net income in the fourth quarter increased 51% to $23 million compared with $15 million in the prior year period.

Fourth quarter diluted earnings per share increased 47% to $0.44 compared with $0.30 in the prior year. We would note that the lower-than-expected tax rate during the period contributed approximately $0.04 to the earnings during the quarter. Full year net income increased 46% to $68 million compared to $47 million in 2009. Full year diluted earnings per share increased 46% to $1.34 compared to $0.92 last year. Approximately $0.09 of this came below the operating line, driven primarily by second half tax credits and tax planning strategies.

Now shifting over to the balance sheet. Total cash and cash equivalents at quarter end increased 9% to $204 million compared with $187 million at December 31, 2009. Cash, net of debt, increased $21 million at quarter end to $188 million compared with $167 million at December 31, 2009. We continue to have no borrowings outstanding on our $200 million credit facility.

Inventory at quarter end increased 45% year-over-year to $215 million compared to $148 million at December 31, 2009. In line with our prior guidance, fourth quarter inventory growth exceeded our net revenue growth, driven primarily by three factors. First, we increased safety stock in core product offerings, primarily ColdGear, to better meet consumer demand. Second, we made investments around early 2011 product stories, including bring our hats and bags business in-house and the introduction of charged cotton. Finally, we increased our made-for product strategy across our Factory House store base. Our investment in capital expenditures was approximately $8 million for the fourth quarter and approximately $33 million for the year.

Previously, we anticipated both 2011 net revenues and 2011 EPS growth to be at the higher end of our longer-term growth target of 20% to 25%. Given our current visibility, we are raising our 2011 net revenues guidance to $1.33 billion to $1.35 billion, an increase of 25% to 27% over our better-than-expected 2010 base of $1.064 billion. We expect wholesale apparel and Direct-to-Consumer will remain the primary top line growth drivers in 2011.

While we do not expect major changes to our distribution, we believe compelling stories such as charged cotton and improve year-over-year offerings across our product spectrum will enable further shelf space gains in the year ahead. In the Direct-to-Consumer business, we would expect continued enhancements and productivity drivers across our web business, to be complemented by the addition of approximately 25 new Factory House stores during the year.

In footwear, we continue to expect the return to growth in 2011. While we see incremental season over season improvements in footwear products, we currently expect the biggest financial impact to occur during the second quarter with our back-to-school shipments. We believe our efforts in 2011 will help set the stage for a more robust footwear presentation in 2012.

We anticipate 2011 operating income of $143 million to $147 million, an increase of 27% to 31% over 2010. This guidance implies modest operating margin leverage for the full year. We are well aware of the sourcing challenges facing the industry into 2012. From a gross margin perspective, we believe a higher mix of Direct-to-Consumer sales and selective price increases will help mitigate some of these challenges.

As we have previously indicated, we believe our apparel exposure to price inflation from cotton and China labor markets will be relatively minimal in 2011. In aggregate, we expect product cost inflation in the mid-single digits range commencing in the second half of the year. In addition, our decision to bring hats and bags in-house beginning in 2011, while accretive to the bottom line, will negatively impact gross margins as the business shifts from license revenue to sales through our wholesale and Direct-to-Consumer channels.

Finally, we continue to see opportunity for SG&A leverage in 2011 primarily through leveraging corporate services. Notably, we have shifted our guidance to operating income given the quarter-to-quarter effective tax rate fluctuations we may experience. Overall, we currently anticipate a 40% effective tax rate in 2011 compared to 37.1% in 2010, although there may be opportunities to capture certain tax credits throughout the year.

Finally, we anticipate fully diluted weighted average shares outstanding of approximately 52.3 million to 52.5 million for 2011. We'd also like to expound on several additional considerations for 2011, the timing of certain expenses, inventory and investments.

Concerning timing of expenses. First, we continue to expect the majority of new Factory House stores to open in the first half of the year versus 2010, where openings were distributed relatively evenly throughout the year.

Second, we expect a higher marketing spend rate in the first quarter given product introductions and sports marketing opportunities such as investments around Auburn's BCS [Bowl Championship Series] championship. We believe full year marketing investments as a percentage of net revenue should approximate the 2010 level of 12% of net revenues.

Third, we expect gross margin pressure from product cost inflation to be concentrated primarily in the second and third quarters as the anticipated higher Direct-to-Consumer mix in the fourth quarter should help offset the impact of product cost inflation.

With respect to inventory, we expect the inventory growth rate in the first half of 2011 to exceed the 45% year-over-year level experienced in the fourth quarter of 2010. The primary contributor of this growth will continue to be investments in our core auto-replenishment inventory or safety stock in order to better be positioned for anticipated demand in 2011. For example, we will carry our ColdGear Evo products starting this spring through our fall/winter 2011 season.

Seasonal product will also be planned higher, but we believe that our increased base of Factory House stores will continue to provide a profitable liquidation vehicle if needed. Additionally, we believe the quality of the inventory we hold has improved as we have been able to more efficiently manage the discontinued excess portion of our inventory.

Finally, we have two investments to highlight. First, we have made a minority investment of approximately $10 million in our Japanese licensing partner, Dome Corporation. We believe this is the right partner and the right decision to help support their growth as we drive the UA brand to a broader audience. We have found an excellent business partner in Dome and see the Japan growth template as a model for approaching other international markets.

As a reminder, we entered Japan through Dome in 1999, and it took nearly eight years to reach USD $38 million wholesale net revenues. The business has seen an inflection point in recent years ramping to just over $105 million in revenue for Dome in 2010. Currently, this business still looks a lot like the U.S. business at this stage of growth, concentrated in compression and men's.

Secondly, we have an agreement to purchase the Tide Point office complex, home of our corporate headquarters here in Baltimore, for $60.5 million. The deal is expected to close in the next 60 to 90 days, subject to certain closing conditions. As Kevin mentioned, this transaction will give us greater control over the development and expansion of our corporate headquarters as our business continues to grow.

From a financial standpoint, we believe the real estate market is favorable and expect the deal to have minimal impact on cash flow both from a purchase perspective and on a go-forward operational basis. We are planning other capital expenditures for 2011 in the range of $40 million to $45 million, primarily for investments in our distribution systems and our Direct-to-Consumer channels.

In summary, we concluded 2010 on a high note by reaching $1 billion in net revenues and exceeding both top and bottom line expectations. Looking at 2011, while product cost inflation presents a challenge to the industry, our confidence remains high given the momentum of our brand, the opportunities to take our products to new consumers and the levers we can pull to improve our operating margins.

Now, we would like to open the call for your questions. We ask that you limit your questions to one or two per person so we can get to as many of you as possible. Operator?

Question-and-Answer Session

Operator

[Operator Instructions] I'll move to the next question, which is Michelle Tan with Goldman Sachs.

Michelle Tan - UBS

My question was on the long-term outlook for operating margin. I know you're still considerably below where your peers are there, and I understand you're over-investing today. I was wondering if you can share any kind of time horizon that you see for starting to really leverage those investments and close that gap?

Kevin Plank

Sure, Michelle. I think, as we've been stating historically, that our long-term operating margin target is somewhere in that 13.5% to 15% range. But we look at them more of a long-term target. If you look at our SG&A categories, we look at corporate services as the first opportunity to leverage those costs going forward, as we will see in 2011. That's what we anticipate. But we think it's important for us to continue to invest in some of the other areas, specifically product innovation and supply chain, to support our growth. Obviously, the selling cost's more tied to the growth in our Direct-to-Consumer channel, which has been very successful obviously. So I think what we'll see over time is, as we called for 2011, a modest improvement to operating margin. We're proud of the fact that we added 60 basis points of operating margin in 2010. We look to add modestly in 2011. And our goal would be to continue to modestly improve that over time until we get to that longer-term range, which will come when a lot of our growth drivers mature more and we get to leverage off of them.

Michelle Tan - UBS

And then, any chance you can share with us also a target, maybe three to five years, in terms of international business? Like what kind of dollar size you're thinking about? Whether you're starting to more aggressively accelerate the growth there?

Kevin Plank

Michelle, I think when we look at the near-term horizon, I think, as we continue to call it for 2011, the growth really is going to be concentrated in apparel and Direct-to-Consumer. And that's where our focus is right now. Although, we think it's important for us to spend some time and some mind share in international to set us up for long-term success, we really see that growth in apparel and DTC to be the main growth drivers in the near term. We really look for internationally more that longer-term growth driver. So the investments there in the near term will be more to lay the foundation and support growth longer term.

Operator

Our next question is from Omar Saad with Credit Suisse.

Omar Saad - Crédit Suisse AG

I wanted to ask about the charged cotton. Maybe you can help describe some of the attributes of it, how it fits in the product line. And how do you think about it in terms of combining performance and style?

Kevin Plank

So let me take a minute and just give a little more color around charged cotton. And let me start, and this is coming from the company that began every roadshow five years ago by slamming a 3-pound soaking wet cotton t-shirt on a table screaming "Cotton is the enemy." To be clear, we never hated cotton as much as we had a problem with the fact that cotton never performed before. So what we've done is we've frankly created the world's first performance cotton T-shirt by the Under Armour brand. And the product, we're expecting the thing to ship -- will start shipping around mid-February. And frankly, it's going to be one of the biggest product stories that we've had since our first shirt in 1996. It's a performance cotton. So it's not a blend. It's 95% cotton, 5% elastane product. And I can tell you, as you wear the thing, it's effectively probably the most comfortable cotton T-shirt or T-shirt that you've ever put on. It's not a $10 option. I want to be clear. We're not looking for new channels of distribution, meaning going anywhere downstairs, as much as we see the opportunity to create a new premium price point in a $25 cotton T-shirt for the consumer, that may look like another cotton T-shirt, but in fact it has all the performance attributes that you've come to expect from Under Armour. For instance, this shirt will actually dry five times faster than your typical cotton T-shirt. A little bit of sort of the science behind it too, Omar, it's very cool. It's not just, okay, where does the wicking take place? It actually has a visual that begins because of the hydrophobic and hydrophilic fibers that cross within the garment. It creates a striated look once you start to sweat, which isn't like a typical look that you get in a cotton T-shirt once it starts to work. But what that lets you know is that the shirt is actually working and performing for you. And I guess if there's a message that I want to drive home, in addition to the benefits and the way that we're thinking about this, we've built a billion dollar foundation without cotton to-date. This is a whole new category for Under Armour that makes us relevant to a whole new consumer. In addition, it makes us relevant to the consumer that we already have in just a different way.

Omar Saad - Crédit Suisse AG

And then, can I follow up with a question on footwear? The numbers look, albeit off a small base, look very good this quarter. How should we be thinking about footwear for 2011 as we think about it as the overall part of your revenue guidance for the year?

Kevin Plank

We're continuing to grow in footwear. And I want to be clear, as Brad called out in his script of looking for some of that benefit to begin coming in, in the back half of 2011. Kind of looking back on basketball, and again, let me take another minute here. We've had good success with footwear, and frankly, with basketball, in the places where we've been successful selling our apparel. That being said, we also were able to, frankly, sell through on a shoe that costs over $100 in basketball, our Black Ice Micro G footwear. Micro G is really a technology that you're going to see us get behind across all of our footwear platforms and one that we believe in and that the consumer's responded to. And frankly, it makes a great product. I want to be clear that footwear for us, what we said about 2010, is that we were going to take a reset year. Footwear in 2011 will be larger than it was in 2010. And what we're setting ourselves up for, and lessons learned after 15 years of doing this, is to ensure that 2012 is then greater than 2011. So we believe that we are putting, in being prudent in the investments that we're making in the infrastructure, in the factory base that we have, and especially, in the team of people that we have driving footwear. We also made mention of some of the organizational changes that we're making around this as well with my new partner, Kip [Kip Fulks]. We're taking an active role there as well. And we feel very good about where we're going.

Operator

Our next question is from Mitch Kummetz with Robert Baird.

Mitchel Kummetz - Robert W. Baird & Co. Incorporated

Maybe just a follow-up on Omar's question about footwear, because obviously you guys expect to return to growth there in 2011, and then obviously, build on that in 2012. When you think about 2011, is most of the growth going to come from a full year of basketball? I mean when you look at that business in terms of the big segments that you're in, cleats, training, running and now basketball, I mean do you think all of those segments will be up in 2011? Or again, do you think most of the growth is going to come from a full year of basketball?

Brad Dickerson

Mitch, this is Brad. I'll let Kevin expand a little bit on that too. But just to kind of quantify some of the benefit in 2011 versus '10, we really see the most impact to year-over-year growth in footwear coming from the second quarter. And there's two things there. One is, obviously, back-to-school, specifically around our basketball product, will start to ship in the second quarter. And also from a year-over-year comp, our running deliveries in 2010 delivered late for back-to-school. They delivered in Q3. And we anticipate to be delivering those on time this year in Q2. So you'll see most of that growth in Q2 because of those two categories.

Kevin Plank

And then let me just add a few things to that as well, is that we want to be clear with the market about what we're building here, is that this is a long-term approach that we're taking to being successful in footwear. And when you look back at the years that we've entered these other markets, football and baseball cleats in 2006 and 2007, respectively, training in '08, running in '09, and then last year, the introduction of basketball, I don't want to probably make too light of the fact that in 2010 alone, we had the national champions in baseball in South Carolina go win the national championship at Division I level wearing our baseball cleats, and then we followed that up with the national champions in Auburn wearing our football cleats. And it's taken us years five and years four, respectively, to get to those levels. And I just want to remind people, as we sit here and we're in year three of training, year two of running, our first year of basketball, our commitment and our resolve to these categories, I think, hasn't been tested. But I think we've built a pretty good resume of demonstrating that we're going to get these categories right, and more importantly, we will continue to grow. And as Brad mentioned, part of what's driving that Q2 growth is not only the fact that cleated will grow in terms of the number of pairs we're selling. We're taking market share, and we'll continue to expand market share in the cleated categories. And our belief is you'll continue to see that expand in the additional categories of things like training and running and, of course, basketball as well. It's very much -- it's a long-term play. But I think we're asking or we're looking for people to look at what we've done in the past, and to give us the ability to be patient with that and ensure that success.

Mitchel Kummetz - Robert W. Baird & Co. Incorporated

Let me ask one other question, I guess this would be more for Brad. Just thinking about the guidance for the full year, just kind of working through your updated guidance through the model. It looks like you're expecting sort of in the neighborhood of 30 basis points of operating margin improvement on the year. And it sounds like you expect a little bit of pressure on the gross margin, maybe not a ton, and then some leverage on the SG&A, particularly on the corporate services side. Can you maybe just elaborate on that a little bit more? How much gross margin pressure? How much leverage? Is all the leverage going to come on corporate services? And it sounds like Qs 2 and 3 are going to be maybe the tougher quarters on gross margins. As you think about the guidance first half, second half of the year, do you expect more operating margin improvement in either the first half or second half?

Brad Dickerson

Yes, Mitch, what I can do is, just again, to kind of maybe start with margins first. And our gross margin story still is being driven largely by the two things that we've been talking about historically, and that is the growth in our Direct-to-Consumer business and our footwear revenues comping the year-over-year. Those two continue to be a significant part of our story around gross margin comps year-over-year. Obviously, there's a few significant other things that we're talking about here in 2011. First of all, as I called out, the accessories business coming in-house. Again, although accretive to the bottom line dollars, will have an impact to gross margin throughout the year as that switches from a licensing model to being sold through our wholesale and Direct-to-Consumer channels. I think, obviously, well-documented challenges in the industry around sourcing costs are out there. I think to put things in context though, for us, is we have to remember that although we're entering the cotton market this year with our charged cotton product, it will still be relatively minimal to our total sales volume for the year, although incremental. It won't be as impactful as maybe some other brands would have that are more heavily reliant on cotton. We do also see, obviously, synthetics pricing pressures going up there also. So as we called out, the fact that we'll see some mid-single digits pressure in the back half of the year overall in margins. Labor is another issue that tends to be called out, but I think -- I want to make sure that we all realize that a lot of our apparel -- less than 10% of our apparel is manufactured in China, and that's where we're seeing most of the labor cost pressures. So again, I think we have the ability to have maybe a little bit less of an impact relative to that. Now I also called out the fact that we can mitigate some of these price pressures in sourcing just through some selective price increases, and we've also dropped a few lower margin styles, too. So to your point, kind of all that summed up together, we kind of do see Q2 and Q3 as kind of the pressure points specifically in margins. Q2, obviously, because that's where we talked about footwear having the most impact year-over-year. And Q3, as we start to get into the back half of the year with some of the pricing pressures on sourcing. Q4, we'll obviously have some benefit because of our Direct-to-Consumer business and the growth there will help offset some of those pricing pressures. When you look at margins in total for the year, obviously, I think we're guiding them lower, directionally, year-over-year. And obviously, as I said, the timing of that will be mostly in Q2 and Q3. On the SG&A side, really what we're seeing here is modest leverage in SG&A. Marketing, as I said, will probably be pretty much the same year-over-year as a percentage of revenues. Some of the things: the seasonality of SG&A might be important to note, that we'll see some more front half versus back half SG&A. So two things being driven there, as I said in my prepared remarks. First, marketing, more marketing spend in the front half of the year in 2011 as a percentage of total than 2010. And also the fact that we're opening up a lot of the Factory House stores in the front half of the year this year compared to more evenly distributed last year will weight some more SG&A in the front half of the year.

Operator

Our next question is from Kate McShane with Citi Investment Research.

Kate McShane - Citigroup Inc

I was wondering if we could have just a little bit more detail on charged cotton, and how it's going to be presented at retail? And as a follow-up to that, there are some partners where you have some presence in the mall, like at Foot Locker. Could we expect to see a much bigger presence there as a result of the charged cotton?

Kevin Plank

Kate, I think, number one, is we're going to really go after this category with many of our existing partners, of which Foot Locker is a big part of that, of course. But I think in the sporting goods channel in particular, we've had great reception to the concept, little to no resistance as we talk to our consumer. And again, the reason we got after this category to begin with is, we looked into basically the closets of our consumer. And you talk to an 18-year old kid and they've got 30 t-shirts in their drawer, 26 of which are cotton, four of which are technical performance. Three of the four of which are Under Armour. And we've been fighting trying to get that fourth T-shirt to convert to Under Armour as well. And then we looked at the opportunity and said, what about the other 26 shirts. And so I think when -- this is not a new product introduction to our existing consumer. This is a product, while Under Armour may have said cotton was the enemy, it certainly wasn't the enemy of our consumer. So I think that we're addressing an existing consumer need and so there's very little pushback with that. So that, of course, is one of the thought processes that's driving a lot of the excitement out of our retailers. And I think you'll see a matched impression in the retail environment, that we have specific pictures that we'll have out at retail. Really a lot of in-house POP. And then you'll see, of course, us with traditional media as well as some innovative new things that we'll be doing from a social media standpoint. So we'll be unveiling, frankly, over the next couple of weeks, a lot of those designs. But as I said, this product is going to ship in mid-February for at retail around the beginning of March to really open up into the spring.

Kate McShane - Citigroup Inc

And then my second question, not to beat a dead horse, with footwear, but just understanding again what we can expect to see at retail. I was under the impression that in spring 2011, we might start to see some product change to your running shoe. I wonder if that is still something that we should expect to see? And what we could see as a result of any kind of design change or strategy change with your running footwear?

Kevin Plank

As we said, is that 2011 will be bigger than 2010. We feel very good about the direction that we have. We feel very good about the team that we've put in place. I mean the last several years in footwear, beyond even the cleated categories, where it's taken five years to get to that pinnacle level of success, we've been putting infrastructure and personnel in. And so allowing that infrastructure and that personnel to start gelling and working together is what you're going to start seeing come into fruition. So we've got some very exciting new styles that we'll have in the market this spring that will be hitting retail very soon, and some that's already out on the shelves. But really, we're pressing people to say, if you want to see what the team has really been working on, it'll be the back half of '11, it'll be coming into '12, frankly. So the most important thing, as I think about the business, is, first of all, we're very fortunate to have a terrific and very healthy apparel and Direct-to-Consumer channel that allows us to be prudent and patient with the timing at which we're entering these markets. So there's nothing that's forcing us to say we have to be in X category, we're looking for X revenue from it. So we're really being very pure when it comes to what is the absolute best products and what absolutely is meeting the Under Armour promise of the DNA of our brand. And so I think you'll see a very patient approach to that, and maybe a little more patient than people are looking for, but we think long-term, as -- these are very long lead times for these categories. It's a very big business and it's very complex. But I think, again, we've demonstrated our ability to win and succeed. And our national championships on the field are one of the components that prove that. And give us the time, because I can tell you, whether it is on the run and train aspect, we're committed to training as a category. We believe in the running technology that we have out there. We believe in Micro G as a platform. And frankly, we think that basketball, as I said, we can be the number two player there in very relatively short order.

Operator

Our next question is from Michael Binetti with UBS.

Michael Binetti - UBS Investment Bank

So we've seen in retail, some of your competitors have been installing some pretty high profile shop-and-shop installations with your key retailers. And it's been a while since we've seen a big refresh at the Under Armour pad at a couple of the key retailers. Is 2011 a year where we see an Under Armour response? And what could it look like, and how should we think about investment, if so?

Kevin Plank

I mean, scoreboard. It starts for us with what's coming across with performance of our products at retail. And we continue to lead and be the number one men's apparel brand. I think, for the most part without exception, we're closing in on being the number one women's brand virtually in the majority of places where we do business as well. And frankly, the youth offering that people don't talk about very much, continues to propel as well. So we don't feel that there's an arms race where we need to "keep up with the Jones." We'll let our product do the talking versus the large pictures. But at the same time, we don't do things quietly. So when we go in, we will go heavy. And you'll see us with prominent space and prominent story, probably not so much prominent investment. Because that is the one thing that -- when I start thinking about where we are today as a billion-dollar company, the number one concern that I have is the same concern I had at $5 million, frankly, and it's ourselves. It's that we start getting this beer-muscle approach to, look at the size that we are today. And I think we want to be very realistic and look at some of the principles that put us in the position to put this billion dollar foundation in place, but more importantly, give us the ability to make smart and prudent decisions, not decisions based on ego. So we'll be smart. We'll continue to invest with our partners. We're going to have great presence. As I mentioned, some of the new pictures around charged cotton, some of our other initiatives. But we want it clean, we want it simple, and we want to make sure that the product is the star of our stores, not the pictures and other features.

Michael Binetti - UBS Investment Bank

How are you guys thinking about price increases? Brad alluded to some pretty well-established rising sourcing costs. How are you guys thinking about pricing increases at retail across your whole product line considering it sounds like most of the brands will be raising prices? When do you think about that happening? What types of categories are you guys looking at strategically for prices? And any indication on the competitive set would be helpful.

Kevin Plank

Michael, as we've talked about, we think there's select styles that we have the ability to do that. And again, the benefit of being a premium brand, we feel that there is some price points in some of our key styles that gave us some room to do that. We'll start to see a little bit of that in spring/summer, but more of that in the fall/winter timeframe. Again, on key select styles. So we'll continue to look at the opportunity to do that to help to mitigate some of these cost pressures.

Operator

Our next question is from Taposh Bari with Jefferies and Company.

Taposh Bari - Jefferies & Company, Inc.

Kevin, I was hoping you could share some of the initial learnings from your basketball launch from back-to-school and holiday. I guess, did it meet your expectations, and anything you could have done better?

Kevin Plank

When I look at it, first of all, there's no such thing as an introduction or a taste. You're either in or you're not. The market sees us, we have entered basketball. And so lessons learned, I tell you, number one, I like the product that we have. Number two, I like the process that we went through to put the product in the market. I like the fact that we collectively utilized the learnings of football, baseball, lacrosse, training, running. And In fact, we've put those learnings into what is now our basketball product. We've had product on court for two and even three years, testing, working, using that product. And I think to a person, you're going to find that kids like our shoes. They like the performance and the wear of our shoes. Now what we're going through and what we're learning is that, again as I mentioned earlier, where we've been successful in apparel, we've now been successful in footwear. Some of the new places that we've gone to and some of the probably farther outside of our core distribution in some of the mall accounts, we've found a consumer that's just not familiar with Under Armour as a footwear brand. And so when I said there's no such thing as a taste or an introduction, it means that we haven't told them a story yet. We haven't given them a reason to buy our footwear. And so, number one, we're very confident in the performance of our product. Number two, that same consumer that says, "I don't know you're the footwear brand," says, "Man, I think you guys are one of the most technical apparel players out there. I'm interested in your brand. I just don't know anything about it." And so what you're going to see us do is take a very, I think, methodical and prudent approach to, number one, educating that consumer, broadening I think our reach and our awareness as a footwear brand. And that's incumbent on us. I spoke about structure before and some of our people. And one of the things that, let me segue into this, is that when you look at the spend that we had in marketing, we spent 12.7% in 2009 and we leveraged that down to 12% in 2010, yet we still spent an additional $20 million. We're proactively looking to find ways where we can hold even and even our leverage our marketing where it makes sense, which is the addition of somebody like Mark Dowley will help us do that, too. So there's a lot of storytelling that's going to be coming into play. We say all the time is, number one, we're a great product company, but probably one of the best products we build is our ability to tell great stories. So you'll see that come through not only in basketball but, frankly, in footwear as a whole.

Taposh Bari - Jefferies & Company, Inc.

And then just a quick follow-up for Brad. Can you just maybe quantify the impact? I know you mentioned the international sales number was impacted by timing. Can you just give us, I guess, the number of the shift from 4Q to 3Q?

Brad Dickerson

Yes, it's a little difficult to quantify that in total, but what I'd say is, if you look at the back half of the year is probably the best way to look at your international growth year-over-year because of some of that timing difference. And again, a lot of that timing difference was from the licensees, too, our licensee in Japan. So the back half of the year growth was about 28% year-over-year, and that's probably a better indicator of our growth rate internationally looking at the whole back half of the year.

Operator

Our next question is from Camilo Lyon with Wedbush Securities.

Camilo Lyon - Wedbush Securities Inc.

I was wondering, Kevin, if you could talk about how your basketball apparel fared during the quarter? And how you think about expanding the basketball apparel presence in the mall with some of your partners like Foot Locker as footwear continues to ramp up during the course of the year?

Kevin Plank

Sure. Well, I'll tell you, the more that we've been around this category the last three and four years and looking at it, investing in it and now being in the category, you go to -- you watch games being played and you'll watched the AAU [American Athletic Union] tournaments, you're going to see the Under Armour brand. Kids are wearing our brand. They know us, though, as a baselayer company. They know us for their compression shorts. They know us for their hoop tanks. They know us for the product that they've worn underneath. Not unlike I think a lot of people know us. As I mentioned earlier, though, they like us, they just haven't seen us in that other context. So we've been very successful on an item basis with some of our core basics, our compression products, for instance, tops and bottoms. But where we've been expanding is some of the items, like our basketball shorts, where we've been finding the places where we can win. And it's not a battle for price points, but it's a battle almost as much for brand. And the unique thing about basketball, as you know, is where the sporting goods consumer may buy apparel first, the mall consumer, the basketball consumer, they're starting with the shoe. And so, frankly, until we have the breadth of offering, until we have the product out there, it's a little bit of a chicken and the egg. And so what we don't want to do is the mall doesn't need another brand x or brand y, who they already have in their store. The mall needs or that consumer needs Under Armour to bring what makes our DNA to apparel. And I think, number one, we are keenly and highly aware of that. And, number two, I think the hook and the connection that you'll get between our apparel and our footwear will be seamless. And that's one of the things that we're working on because, frankly, we haven't had to build like that as a company. We've been, frankly, very item-driven. And that's one of the challenges that we faced in women's, that's why we couldn't get it right, is because she likes the hooker outfit, and why we were successful in men's to begin with. But that success has come in women's, and that success will come in basketball, is we believe. And of course, we are the most innovative thought leadership apparel company in the world. And I think the world will begin to recognize us with footwear with the same regard soon.

Camilo Lyon - Wedbush Securities Inc.

So could we expect to see a more integrated presence or presentation of both footwear and apparel as it relates to basketball in the mall?

Kevin Plank

Yes, one of the things that we've done, and sort of lessons learned, you walk into and we've had a great -- Foot Locker has been an unbelievable partner to us. And you walk into some of their stores and there's a great hoop short, a great hoop top, and it's hooked with a -- and it's black and red, and it's hooked with a yellow and white running shoe. And so there's just some of those things which is, it's just getting up to speed, it just has taken time. But the same things that you're seeing are the same things that we're seeing. But with a category like footwear, for instance, where it takes an 18-month product calendar, in addition to all the other pieces that go into that, it just takes a little bit of time. So again, we're fortunate to have the success in the growing demand that we are seeing in footwear in DTC. But we get it, and it's just a matter of time.

Camilo Lyon - Wedbush Securities Inc.

And my second question relates to cotton. How do you think about any potential cannibalization of existing product lines when the charged cotton hits the floors?

Kevin Plank

I don't think we do because, again, this is another category where the consumer just hasn't seen us play before. And so this isn't where they're trading out one Under Armour cotton shirt for another. It's almost a whole new category. And again, when you think about performance with this product, there's -- without question, there's a lifestyle aspect to this product that we're very careful about broaching. But frankly, this is a product that's as comfortable to wear on a Sunday afternoon as it is for someone to pick up and go get a workout or go play a game of basketball in. So I think this begins to give us some more breadth as we move beyond the comfort zone of just being on field. And again, our movement to these other categories is not about Under Armour "selling out" and sort of beginning to move away from performance. As much as -- we look and see, let's bring performance to those places where people don't expect it, like a Sunday afternoon. So if they want to pick up and go play basketball, they can. And that, I think, is what is very defining of Under Armour and gives us a very unique position that is not just, let's make some more T-shirts and slap a logo on it and see how it does. I can you tell as well, try the product. Try charged cotton when you see the thing out there. It is a phenomenal product. It is the most comfortable, beautiful T-shirt in the world. And for $25, it's going to make all those $80 and $90 cotton T-shirts from the designer labels seem ridiculous.

Operator

Our next question is from Chris Svezia with Susquehanna Financial.

Christopher Svezia - Susquehanna Financial Group, LLLP

I have a question on inventory and just the comments you were making, Brad. Just as we think about inventory going to the first half of 2011, is it higher than 45%? I'm just kind of wondering if you can quantify it. And I guess more specifically, how much can you break out is the safety stock piece versus product that you have firm orders against. And to any degree, is this to try to avoid some price increases, maybe filling in product a little bit sooner? Just maybe add a little bit color about the inventory piece.

Brad Dickerson

Sure. I think one of the first things that we should call out here is that the quality of inventory, which I mentioned again in my prepared remarks, if you look at our discontinued assets inventory sitting out there at the end of 2010 as a percentage of total inventory, it's literally half of what it was last year. So when we talk about inventory coming into the year and the front half of 2011, we are truly talking about core auto-replenishment inventory or in-season inventory. One of the things I did call out to in my margin discussion for Q4 was the pricing incentives that we needed to give out and to some degree which impacted our margins. A lot of that was the fact that we were chasing demand during the year. So late deliveries can cause some pricing incentives to be needed. Looking for alternative products to sell to customers can cause that. So we thought with the prudent investment of our cash in our current business model to increase this core auto-replenishment inventory to make sure that we're in position to service the business from a top line perspective and also help us from a margin perspective going forward. So you're really going to look at, as you look at the front half of the year, safety stock levels, when you're comping year-over-year, the front half of the year is where you're going to see this greatest comp of increasing safety stock levels, both for spring/summer product, and as I also mentioned, we even have fall/winter product safety stock levels building in the front half of the year, which won't be sold til the back half of the year. In-season access also, taking a position in some of our seasonal product in the front half of the year, again, put ourselves in the position to meet demand. And we feel very confident in our outlet model in going from 54 doors and adding 25 doors during the course of this year. And again, many of them opening up in the front half of the year. The ability to liquidate any excess seasonal product we have, we have that model there to do that. So I think when you look at that overall, we do see it growing more than 45%. It's a little tough to quantify inventory growth because you have a lot of puts and takes in there of timing and deliveries and so forth. But we do see it growing above that 45% level, especially in the front half of the year. So get to the back half of the year, we'll start to comp some of those safety stock increases and a growth rate that we had in 2010 in the back of the year.

Christopher Svezia - Susquehanna Financial Group, LLLP

And then just the last question I have is just on -- go back to footwear for one second. I know in the past, you guys always talked about the opportunity in the footwear margins. And I guess more specifically 2010 versus 2011, while you do expect top line growth in the business, is there the opportunity to show some level of margin improvement, given the fact your inventories get cleaner on footwear? Or does the fact that you have cost inflation impacting for more than apparel sort of negate that opportunity and maybe margins are still down on the footwear side in 2011?

Brad Dickerson

Yes, I think you hit the two biggest drivers there in footwear. So I think when you look at our footwear business, you're going to see more costing pressures in our footwear business, both from a material and labor perspective, since a majority of our footwear is manufactured in China. So you're going to see a little bit more price pressure from a cost perspective for us on footwear. But we do have the ability to improve margins overall. As we came into 2010 from 2009, much cleaner inventory. And we called it out in our remarks to margin improvement year-over-year. The fact that we're cleaner in inventory, specially in running and training, gives us the ability to have some margin benefits. But to your point, I think as you look at margins in footwear in '11, we're still going to be -- a high percentage of our business will still continue to be cleated footwear overall, which is a lower margin business in total.

Kevin Plank

And Chris, final thought on that, we just need to make great shoes. We make great shoes. I mean it's just that simple. So we don't need to push it. We don't need to game it. We don't need to make $45 shoes. We need to dominate in the categories where we're successful, in apparel, we need to dominate in the mall and we're going to do great. We're going to do great.

Tom Shaw

And operator, we're going to conclude right now. We want to thank everybody for joining us on the call today. We look forward to reporting to you our first quarter 2011 results, which tentatively have been scheduled for Tuesday, April 26, at 8:30 a.m., Eastern time. Thanks again and goodbye.

Operator

Ladies and gentlemen, thank you for your participation. That concludes the conference. You may disconnect, and have a wonderful day.

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