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.

 

1


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.

 

2


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

 

3


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

 

4