UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2006
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 |
For the transition period from to
COLUMBIA SPORTSWEAR COMPANY
(Exact name of registrant as specified in its charter)
| Oregon | 0-23939 | 93-0498284 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification Number) | ||
| 14375 Northwest Science Park Drive | Portland, Oregon | 97229 | ||
| (Address of principal executive offices) | (Zip Code) | |||
(503) 985-4000
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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 ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of Common Stock outstanding on November 1, 2006 was 35,801,642.
EXPLANATORY NOTE
Columbia Sportswear Company (“the Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 (the “Original Filing”), which was originally filed with the Securities and Exchange Commissions (“SEC”) on November 7, 2006. The purpose of this filing is to clarify and correct a typographical error in an amount in the Company’s Original Filing. In Item 1 of Part I in the Condensed Consolidated Statements of Cash Flows for the nine month period ended September 30, 2006, the Net Effect of Exchange Rate Changes was incorrectly reported as $(1,090). The correct Net Effect of Exchange Rate Changes is $1,090. No other revisions have been made to our financial statements or any other disclosure contained in the Original Filing.
In addition, pursuant to the rules of the SEC, Item 6 of Part II of the Original Filing has been amended to contain currently dated certifications from the Company’s President and Chief Executive Officer and Vice President and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
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COLUMBIA SPORTSWEAR COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, |
||||||||
| 2006 | 2005 | |||||||
| Cash Provided By (Used In) Operating Activities: |
||||||||
| Net income |
$ | 84,631 | $ | 94,106 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
17,729 | 17,536 | ||||||
| Loss on disposal of property, plant, and equipment |
289 | 209 | ||||||
| Deferred income taxes |
(759 | ) | 4,603 | |||||
| Stock-based compensation |
8,436 | — | ||||||
| Tax benefit from employee stock plans |
2,536 | 3,256 | ||||||
| Excess tax benefit from exercise of employee stock plans |
(1,023 | ) | — | |||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(84,000 | ) | (101,670 | ) | ||||
| Inventories |
(76,272 | ) | (59,444 | ) | ||||
| Prepaid expenses and other current assets |
(3,166 | ) | (3,143 | ) | ||||
| Other assets |
(46 | ) | (6 | ) | ||||
| Accounts payable |
(12,925 | ) | 24,487 | |||||
| Accrued liabilities |
17,367 | 11,517 | ||||||
| Income taxes payable |
18,128 | 15,092 | ||||||
| Net cash provided by (used in) operating activities |
(29,075 | ) | 6,543 | |||||
| Cash Provided by (Used in) Investing Activities: |
||||||||
| Purchases of short-term investments |
(196,805 | ) | (92,745 | ) | ||||
| Sales of short-term investments |
314,300 | 224,850 | ||||||
| Capital expenditures |
(43,507 | ) | (24,738 | ) | ||||
| Proceeds from sale of property, plant, and equipment |
11 | 3 | ||||||
| Acquisitions, net of cash acquired |
(35,377 | ) | (1,631 | ) | ||||
| Proceeds from sale of licenses |
1,700 | — | ||||||
| Other liabilities |
(532 | ) | (532 | ) | ||||
| Net cash provided by investing activities |
39,790 | 105,207 | ||||||
| Cash Provided by (Used in) Financing Activities: |
||||||||
| Proceeds from notes payable |
36,835 | 13,437 | ||||||
| Repayments on notes payable |
(53,759 | ) | (13,437 | ) | ||||
| Repayment of long-term debt |
(6,610 | ) | (5,621 | ) | ||||
| Proceeds from issuance of common stock |
14,102 | 9,575 | ||||||
| Excess tax benefit from exercise of employee stock plans |
1,023 | — | ||||||
| Repurchase of common stock |
(75,489 | ) | (121,035 | ) | ||||
| Net cash used in financing activities |
(83,898 | ) | (117,081 | ) | ||||
| Net Effect of Exchange Rate Changes on Cash |
1,090 | (4,496 | ) | |||||
| Net Decrease in Cash and Cash Equivalents |
(72,093 | ) | (9,827 | ) | ||||
| Cash and Cash Equivalents, Beginning of Period |
101,091 | 130,023 | ||||||
| Cash and Cash Equivalents, End of Period |
$ | 28,998 | $ | 120,196 | ||||
| Supplemental Disclosures of Cash Flow Information: |
||||||||
| Cash paid during the period for interest, net of capitalized interest |
$ | 742 | $ | 1,177 | ||||
| Cash paid during the period for income taxes |
26,738 | 18,011 | ||||||
| Supplemental Disclosures of Non-Cash Financing Activities: |
||||||||
| Assumption of long-term debt from property acquisition |
— | $ | 3,075 | |||||
| Assumption of Montrail debt |
$ | 5,833 | — | |||||
See accompanying notes to condensed consolidated financial statements.
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Item 6 – EXHIBITS
The exhibits listed on the accompanying index to exhibits are filed or incorporated by reference (as stated therein) as part of this Quarterly Report on Form 10-Q/A.
| (a) | Exhibits |
| 3.1 |
Third Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000) | |
| 3.2 |
2000 Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000) | |
| 4.1 |
See Article II of Exhibit 3.1 and Article I of Exhibit 3.2 | |
| 31.1 |
Rule 13a-14(a) Certification of Timothy P. Boyle, President and Chief Executive Officer | |
| 31.2 |
Rule 13a-14(a) Certification of Bryan L. Timm, Vice President and Chief Financial Officer | |
| 32.1 |
Section 1350 Certification of Timothy P. Boyle, President and Chief Executive Officer | |
| 32.2 |
Section 1350 Certification of Bryan L. Timm, Vice President and Chief Financial Officer | |
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SIGNATURE
Pursuant to the requirements 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.
| COLUMBIA SPORTSWEAR COMPANY | ||||
| Date: November 27, 2006 | /s/ BRYAN L. TIMM | |||
| Bryan L. Timm | ||||
| Vice President and Chief Financial Officer | ||||
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