e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For
the quarterly period ended March 31, 2006
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the transition period from to
Commission
File Number 1-9548
The Timberland Company
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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02-0312554 |
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.) |
Incorporation or Organization) |
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200 Domain Drive, Stratham, New Hampshire
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03885 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants
Telephone Number, Including Area Code: (603) 772-9500
Indicate by check mark whether the 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.
þ Yes o 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. (Check one):
Large Accelerated Filer þ Accelerated Filer o Non-Accelerated Filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
o Yes þ No
On
May 5, 2006, 52,157,108 shares of the registrants Class A Common Stock were
outstanding and 11,743,660 shares of the registrants Class B Common Stock were outstanding.
THE TIMBERLAND COMPANY
FORM 10-Q
TABLE OF CONTENTS
2
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
THE TIMBERLAND COMPANY
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
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March 31, |
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April 1, |
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December 31, |
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2006 |
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2005 |
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2005 |
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Assets |
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Current assets |
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Cash and equivalents |
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$ |
125,284 |
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$ |
203,715 |
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$ |
213,163 |
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Accounts receivable, net of allowance for doubtful accounts of $8,009 at
March 31, 2006, $8,888 at April 1, 2005 and $8,755 at December 31, 2005 |
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192,087 |
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187,523 |
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168,831 |
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Inventory |
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174,945 |
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161,027 |
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167,132 |
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Prepaid expense |
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37,424 |
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28,410 |
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33,502 |
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Deferred income taxes |
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19,813 |
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15,990 |
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26,934 |
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Derivative assets |
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2,099 |
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6,044 |
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Total current assets |
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551,652 |
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596,665 |
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615,606 |
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Property, plant and equipment, net |
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81,998 |
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78,232 |
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82,372 |
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Deferred income taxes |
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541 |
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Goodwill |
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39,533 |
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14,163 |
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39,503 |
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Intangible assets, net |
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40,216 |
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5,095 |
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40,909 |
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Other assets, net |
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10,579 |
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10,493 |
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10,264 |
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Total assets |
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$ |
724,519 |
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$ |
704,648 |
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$ |
788,654 |
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Liabilities and Stockholders Equity |
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Current liabilities |
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Accounts payable |
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$ |
70,025 |
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$ |
53,009 |
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$ |
97,294 |
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Accrued expense |
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Payroll and related |
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25,512 |
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26,831 |
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48,721 |
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Other |
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54,477 |
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61,764 |
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53,121 |
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Income taxes payable |
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18,228 |
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14,359 |
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44,210 |
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Derivative liabilities |
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4,380 |
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Total current liabilities |
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168,242 |
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160,343 |
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243,346 |
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Deferred compensation and other long-term liabilities |
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15,633 |
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13,935 |
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16,046 |
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Deferred income taxes |
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6,537 |
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1,075 |
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Stockholders equity
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Preferred Stock, $.01 par value; 2,000,000 shares authorized; none issued |
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Class A Common Stock, $.01 par value (1 vote per share); 120,000,000
shares authorized; 72,381,887 shares issued at March 31, 2006,
71,156,442 shares issued at April 1, 2005 and 71,804,959 shares issued
at December 31, 2005 |
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724 |
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712 |
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718 |
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Class B Common Stock, $.01 par value (10 votes per share); convertible
into Class A shares on a one-for-one basis; 20,000,000 shares
authorized; 11,743,660 shares issued and outstanding at March 31, 2006,
April 1, 2005 and December 31, 2005 |
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117 |
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117 |
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117 |
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Additional paid-in capital |
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206,771 |
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208,242 |
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214,483 |
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Deferred compensation |
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(34,107 |
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(27,166 |
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Retained earnings |
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768,191 |
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616,623 |
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739,004 |
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Accumulated other comprehensive income |
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6,992 |
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10,722 |
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8,696 |
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Treasury Stock at cost; 19,924,851 Class A shares at March 31, 2006,
15,336,086 Class A shares at April 1, 2005 and 18,921,290 Class A shares
at December 31, 2005 |
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(442,151 |
) |
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(278,476 |
) |
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(407,665 |
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Total stockholders equity |
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540,644 |
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523,833 |
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528,187 |
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Total liabilities and stockholders equity |
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$ |
724,519 |
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$ |
704,648 |
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$ |
788,654 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.
3
THE TIMBERLAND COMPANY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
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For the Three Months Ended |
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March 31, |
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April 1, |
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2006 |
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2005 |
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Revenue |
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$ |
349,811 |
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$ |
354,211 |
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Cost of goods sold |
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173,708 |
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167,050 |
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Gross profit |
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176,103 |
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187,161 |
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Operating expense |
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Selling |
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104,740 |
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100,739 |
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General and administrative |
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28,629 |
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24,502 |
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Restructuring costs |
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481 |
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Total operating expense |
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133,850 |
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125,241 |
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Operating income |
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42,253 |
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61,920 |
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Other income |
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Interest income, net |
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1,105 |
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1,101 |
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Other, net |
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1,202 |
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990 |
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Total other income |
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2,307 |
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2,091 |
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Income before provision for income taxes |
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44,560 |
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64,011 |
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Provision for income taxes |
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15,373 |
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21,764 |
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Net income |
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$ |
29,187 |
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$ |
42,247 |
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Earnings per share |
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Basic |
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$ |
.46 |
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$ |
.63 |
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Diluted |
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$ |
.45 |
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$ |
.61 |
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Weighted-average shares outstanding |
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Basic |
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63,583 |
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67,587 |
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Diluted |
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64,996 |
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69,026 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.
4
THE TIMBERLAND COMPANY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
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For the Three Months Ended |
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March 31, |
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April 1, |
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2006 |
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2005 |
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Cash flows from operating activities: |
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Net income |
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$ |
29,187 |
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$ |
42,247 |
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Adjustments to reconcile net income to net cash used by operating activities: |
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Deferred income taxes |
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4,215 |
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6,567 |
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Share-based compensation |
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5,255 |
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662 |
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Depreciation and other amortization |
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6,500 |
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5,962 |
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Tax benefit
from share-based compensation, net of
excess benefit |
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1,405 |
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2,845 |
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Changes in other long-term assets and liabilities |
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(275 |
) |
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64 |
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Increase/(decrease) in cash from changes in working capital: |
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Accounts receivable |
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(21,676 |
) |
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(36,116 |
) |
Inventory |
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(7,521 |
) |
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(33,474 |
) |
Prepaid expense |
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(3,670 |
) |
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(1,333 |
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Accounts payable |
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(28,079 |
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3,462 |
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Accrued expense |
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(20,530 |
) |
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(35,400 |
) |
Income taxes payable |
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(24,549 |
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(20,309 |
) |
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Net cash used by operating activities |
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(59,738 |
) |
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(64,823 |
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Cash flows from investing activities: |
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Additions to property, plant and equipment |
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(5,528 |
) |
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(4,334 |
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Other |
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(238 |
) |
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(102 |
) |
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Net cash used by investing activities |
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(5,766 |
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(4,436 |
) |
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Cash flows from financing activities: |
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Common stock repurchases |
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(35,902 |
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(41,868 |
) |
Issuance of common stock |
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10,454 |
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7,947 |
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Excess tax
benefit from share-based compensation |
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2,270 |
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Net cash used by financing activities |
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(23,178 |
) |
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(33,921 |
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Effect of exchange rate changes on cash and equivalents |
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803 |
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(2,221 |
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Net decrease in cash and equivalents |
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(87,879 |
) |
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(105,401 |
) |
Cash and equivalents at beginning of period |
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213,163 |
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309,116 |
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Cash and equivalents at end of period |
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$ |
125,284 |
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$ |
203,715 |
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Supplemental disclosures of cash flow information: |
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Interest paid |
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$ |
90 |
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$ |
164 |
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Income taxes paid |
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$ |
31,979 |
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$ |
32,730 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.
5
THE TIMBERLAND COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands, Except Share and Per Share Data)
Note 1. Summary of Significant Accounting Policies
In the opinion of management, the accompanying unaudited condensed consolidated financial
statements contain the adjustments necessary to present fairly The Timberland Companys (we,
our, us, Timberland or the Company) financial position, results of operations and changes
in cash flows for the interim periods presented. Such adjustments consist of normal recurring
items. The unaudited condensed consolidated financial statements should be read in conjunction
with our consolidated financial statements and notes thereto included in our Annual Report on Form
10-K for the year ended December 31, 2005.
Our revenue consists of sales to wholesale customers, retail store revenues, license fees and
royalties. We record wholesale revenues when title passes and the risks and rewards of ownership
have passed to the customer, based on the terms of sale. Title passes generally upon shipment or
upon receipt by the customer, depending on the country of sale and the agreement with the customer.
Retail store revenues are recorded at the time of the sale. License fees and royalties are
recognized as earned per the terms of our licensing agreements.
In the first quarters of 2006 and 2005, we recorded $1,025 and $1,195 of reimbursed shipping
expenses within revenues and the related shipping costs within selling expense, respectively.
Shipping costs are included in selling expense and were $4,623 and $4,482 for the first quarters of
2006 and 2005, respectively.
We maintain allowances for doubtful accounts for estimated losses resulting from the potential
inability of our customers to make required payments. We estimate potential losses primarily based
on our historical rate of credit losses and our knowledge of the financial condition of our
customers. We also make other estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses as described in the Critical Accounting Policies discussion in
Part I Item 2 of this report.
Note 2. Historical Financial Results
The results of operations for the three months ended March 31, 2006 are not necessarily indicative
of the results to be expected for the full year. Historically, our revenue has been more heavily
weighted to the second half of the year.
Note 3. Share-Based Compensation
Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS)
123(R), Share-Based Payment, which requires a company to measure the grant date fair value of
equity awards given to employees in exchange for services and recognize that cost over the period
that such services are performed. This Standard is a revision of SFAS 123, Accounting for
Stock-Based Compensation, and supersedes Accounting Principles Board (APB) Opinion 25,
Accounting for Stock Issued to Employees, and its related implementation guidance. The Company
adopted the provisions of SFAS 123(R) using the modified prospective application method. Under
this transition method, compensation expense is recognized on all share-based awards granted prior
to, but not yet vested as of adoption based on the grant date fair value estimated in accordance
with the original provisions of SFAS 123. The Company recognizes the
cost of share-based awards
on a straight-line basis over the awards requisite service period (generally the vesting period
of the award), with the exception of certain stock options for officers, directors and key
employees granted prior to, but not yet vested as of adoption, for which expense continues to be
recognized on a graded schedule over the vesting period of the award. Share-based compensation costs,
which are recorded in cost of goods sold and selling and general and administrative expenses,
totaled $5,255 ($3,442 net of taxes) for the three months ended March 31, 2006.
As a result of adopting SFAS 123(R), the Companys income before provision for income taxes and net
income for the three months ended March 31, 2006, are $2,915 and $1,909 lower, respectively, than
if we had continued to account for share-based compensation under APB Opinion 25. Basic and
diluted earnings per share for the three months ended March 31, 2006 would have been $.49 and $.48,
respectively, if the Company had not adopted SFAS 123(R), compared to reported basic and diluted
earnings per share of $.46 and $.45, respectively.
6
Prior to January 1, 2006, the Company applied the intrinsic value method in APB Opinion 25 and
related interpretations in accounting for our stock plans, SFAS 123, and SFAS 148, Accounting for
Stock-Based Compensation-Transitional and Disclosure-An Amendment of FASB Statement No. 123, for
disclosure purposes. In our unaudited condensed consolidated statements of income for the three
months ended April 1, 2005, no compensation expense was recognized for stock option grants; however, the Company recognized compensation expense for
nonvested share awards of $662 ($437 net of taxes). The following table illustrates the effects on
net income and earnings per share had compensation expense for stock option grants issued been
determined under the fair value method of SFAS 123 for the three months ended April 1, 2005:
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For the Three |
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|
Months Ended |
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|
April 1, 2005 |
|
Net income, as reported |
|
$ |
42,247 |
|
Add: Share-based employee compensation expense included in
reported net income, net of related tax effect |
|
|
437 |
|
Deduct: Total share-based employee compensation expense
determined under fair value based method for all awards, net
of related tax effect |
|
|
2,447 |
|
|
|
|
|
Pro forma net income |
|
$ |
40,237 |
|
|
|
|
|
Basic earnings per share, as reported |
|
$ |
.63 |
|
Pro forma basic earnings per share |
|
$ |
.60 |
|
Diluted earnings per share, as reported |
|
$ |
.61 |
|
Pro forma diluted earnings per share |
|
$ |
.58 |
|
Financial statement amounts for the three months ended April 1, 2005 have not been restated to
reflect the fair value method of expensing share-based compensation.
Prior to the adoption of SFAS 123(R), the Company presented all tax benefits of deductions
resulting from the exercise of stock options as operating cash flows in the statement of cash
flows. Effective January 1, 2006 and in accordance with SFAS 123(R), the Company changed its cash
flow presentation whereby the cash flows resulting from the tax benefits arising from tax
deductions in excess of the compensation expense recognized for
share-based awards (excess tax benefits)
are now classified as financing cash flows. In the unaudited condensed consolidated statement of
cash flows for the three months ended March 31, 2006, the total excess tax benefit of $2,270
related to share-based compensation included in cash flows from financing activities would have
been included in cash flows from operating activities if the Company had not adopted SFAS 123(R).
7
The Company received $10,454 in proceeds on the exercise of stock options under the Companys stock
option and employee stock purchase plans and recorded a tax benefit
of $3,645 related to these
stock option exercises during the three months ended March 31, 2006.
Under the provisions of SFAS 123(R), the Company is required to estimate the number of all
share-based awards that will be forfeited. Effective January 1, 2006, the Company uses historical
data to estimate forfeitures. Prior to the adoption of SFAS 123(R), the Company recognized the
impact of forfeitures as they occurred.
Shares
issued upon the exercise of stock options under the Companys
stock option and employee stock
purchase plans are normally from authorized but unissued shares of the Companys Class A Common
Stock. However, to the extent that the Company has treasury shares outstanding, such shares may be
reissued upon the exercise of stock options.
Stock Options
Under the Companys 1997 Incentive Plan, as amended (the 1997 Plan), 16,000,000 shares of Class A
Common Stock have been reserved for issuance to officers, directors and key employees. In addition
to stock options, any of the following incentives may be awarded to participants under the 1997
Plan: stock appreciation rights (SARs), nonvested shares, unrestricted stock, awards entitling
the recipient to delivery in the future of Class A Common Stock or other securities, securities
that are convertible into, or exchangeable for, shares of Class A Common Stock and cash bonuses.
The option price per share and vesting periods of stock options are determined by the Management
Development and Compensation Committee of the Board of Directors. Outstanding stock options
granted under the 1997 Plan are granted at market value at
date of grant and become exercisable either in equal installments over three years, beginning one
year after the grant date, or become exercisable two years after grant date. Prior to 2006, most
stock options granted under the 1997 Plan were exercisable in equal installments over four years.
All options expire ten years after the grant date.
Under our 2001 Non-Employee Directors Stock Plan, as amended (the 2001 Plan), we have reserved
400,000 shares of Class A Common Stock for the granting of stock options to eligible non-employee
directors of the Company. Under the terms of the 2001 Plan, stock option grants are awarded on a
predetermined formula basis. Unless terminated by our Board of Directors, the 2001 Plan will be in
effect until all shares available for issuance have been issued, pursuant to the exercise of all
options granted. The exercise price of options granted under the 2001 Plan is the fair market
value of the stock on the date of the grant. Initial awards of stock options granted under the
2001 Plan to new directors become exercisable in equal installments over three years and annual
awards of options granted under the 2001 Plan become fully exercisable one year from the date of
grant and, in each case, expire ten years after grant date. Stock options granted under the 2001
Plan prior to December 31, 2004 become exercisable in equal installments over four years, beginning
one year after the grant date, and expire ten years after the grant date.
The Company estimates the fair value of its stock option awards on the date of grant using the
Black-Scholes option valuation model that uses the assumptions noted in the following table.
Expected volatility is based on historical volatility of the Companys stock. The expected term of
options granted under the 1997 Plan is estimated using the historical exercise behavior of
employees. The expected term of options granted under the 2001 Plan is calculated using the
simplified method as prescribed by the Securities and Exchange Commissions Staff Accounting
Bulletin No. 107. Prior to adoption of SFAS 123(R), the expected term of options granted under the
2001 Plan was estimated using the historical exercise behavior of directors. The risk-free
interest rate for periods within the contractual life of the option is based on the U.S. Treasury
yield curve corresponding to the stock options average life.
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
March 31, 2006 |
|
April 1, 2005 |
Expected volatility |
|
|
30.1 |
% |
|
|
29.7 |
% |
Risk-free interest rate |
|
|
4.6 |
% |
|
|
3.5 |
% |
Expected life (in years) |
|
|
4.0 |
|
|
|
4.6 |
|
Expected dividends |
|
|
|
|
|
|
|
|
The following summarizes transactions under all stock option arrangements for the three months
ended March 31, 2006:
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Price |
|
|
Term (Years) |
|
|
Value |
|
Outstanding at January 1,
2006 |
|
|
5,708,184 |
|
|
$ |
25.15 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
525,000 |
|
|
|
34.98 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(576,928 |
) |
|
|
18.26 |
|
|
|
|
|
|
|
|
|
Expired or forfeited |
|
|
(148,164 |
) |
|
|
26.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2006 |
|
|
5,508,092 |
|
|
$ |
26.76 |
|
|
|
7.23 |
|
|
$ |
42,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2006 |
|
|
2,958,749 |
|
|
$ |
23.07 |
|
|
|
6.13 |
|
|
$ |
33,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant date fair values per share of stock options granted, for which exercise
price equals market value at the date of grant, were $10.78 and $10.82 for the three months ended
March 31, 2006 and April 1, 2005, respectively. The total intrinsic values of stock options
exercised during the three months ended March 31, 2006 and April 1, 2005 were $9,625 and $7,639,
respectively.
9
Information on stock options outstanding and exercisable as of March 31, 2006 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Remaining |
|
|
Average |
|
|
|
|
|
|
Average |
|
Range of |
|
Number |
|
|
Contractual |
|
|
Exercise |
|
|
Number |
|
|
Exercise |
|
Exercise Prices |
|
Outstanding |
|
|
Term (Years) |
|
|
Price |
|
|
Exercisable |
|
|
Price |
|
$ 2.17 17.74 |
|
|
891,954 |
|
|
|
4.56 |
|
|
$ |
14.07 |
|
|
|
884,029 |
|
|
$ |
14.05 |
|
17.81 19.10 |
|
|
130,179 |
|
|
|
6.08 |
|
|
|
18.21 |
|
|
|
75,354 |
|
|
|
18.22 |
|
19.12 19.49 |
|
|
726,569 |
|
|
|
6.91 |
|
|
|
19.47 |
|
|
|
450,639 |
|
|
|
19.48 |
|
19.50 26.86 |
|
|
490,456 |
|
|
|
7.13 |
|
|
|
24.33 |
|
|
|
275,231 |
|
|
|
24.11 |
|
27.22 28.50 |
|
|
558,580 |
|
|
|
4.96 |
|
|
|
28.44 |
|
|
|
552,205 |
|
|
|
28.45 |
|
28.63 31.19 |
|
|
137,550 |
|
|
|
8.41 |
|
|
|
29.52 |
|
|
|
20,175 |
|
|
|
30.01 |
|
31.29 31.29 |
|
|
935,107 |
|
|
|
7.92 |
|
|
|
31.29 |
|
|
|
464,735 |
|
|
|
31.29 |
|
31.32 35.01 |
|
|
787,100 |
|
|
|
9.55 |
|
|
|
34.07 |
|
|
|
51,050 |
|
|
|
31.81 |
|
35.02 35.27 |
|
|
5,250 |
|
|
|
9.09 |
|
|
|
35.22 |
|
|
|
1,050 |
|
|
|
35.23 |
|
35.42 39.70 |
|
|
845,347 |
|
|
|
8.96 |
|
|
|
35.69 |
|
|
|
184,281 |
|
|
|
35.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2.17
39.70 |
|
|
5,508,092 |
|
|
|
7.23 |
|
|
$ |
26.76 |
|
|
|
2,958,749 |
|
|
$ |
23.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unrecognized share-based compensation expense related to nonvested stock options was $13,988
as of March 31, 2006. The cost is expected to be recognized over the weighted-average period of
1.5 years.
Nonvested Shares
As noted above, the Companys 1997 Plan provides for grants of nonvested shares. The Company
generally grants nonvested shares with a three year vesting period, which is the same as the
contractual term. The Company has assumed no forfeitures with respect to nonvested shares. The
fair value of nonvested share grants is determined by the market value at the date of grant.
Changes in the Companys nonvested shares for the three months ended March 31, 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant Date |
|
|
|
Shares |
|
|
Fair Value |
|
Unvested at January 1, 2006 |
|
|
698,061 |
|
|
$ |
36.27 |
|
Vested |
|
|
(59,142 |
) |
|
|
27.10 |
|
|
|
|
|
|
|
|
Unvested at March 31, 2006 |
|
|
638,919 |
|
|
$ |
37.12 |
|
|
|
|
|
|
|
|
Unrecognized compensation expense related to nonvested share grants was $14,839 as of March 31,
2006. The expense is expected to be recognized over a weighted-average period of 1.3 years.
Under the provisions of SFAS 123(R), we are no longer required to record deferred compensation for
the unvested portion of nonvested share grants. Accordingly, upon adoption of SFAS 123(R), the
balance of deferred compensation was reversed to zero, resulting in an offsetting reduction to
additional paid-in capital in the unaudited condensed consolidated balance sheet.
Employee Stock Purchase Plan
Pursuant to the terms of our 1991 Employee Stock Purchase Plan, as amended (the ESP Plan), we are
authorized to issue up to an aggregate of 2,400,000 shares of our Class A Common Stock to eligible
employees electing to participate in the ESP Plan. Eligible employees may contribute, through
payroll withholdings, from 2% to 10% of their regular base compensation during six-month
participation periods beginning January 1 and July 1 of each year. At the end of each
participation period, the accumulated deductions are applied toward the purchase of Class A Common
Stock at a price equal to 85% of the market price at the beginning or end of the participation
period, whichever is lower.
The fair value of the Companys ESP Plan was estimated on the date of grant using the Black-Scholes
option valuation model that uses the assumptions in the following table. Expected volatility is
based on the six-month participation period (the stock options contractual and expected lives).
The risk-free interest rate is based on the six-month U.S. Treasury rate.
10
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
March 31, 2006 |
|
April 1, 2005 |
Expected volatility |
|
|
32.8 |
% |
|
|
25.9 |
% |
Risk-free interest rate |
|
|
4.4 |
% |
|
|
2.5 |
% |
Expected life (in months) |
|
|
6 |
|
|
|
6 |
|
Expected dividends |
|
|
|
|
|
|
|
|
The weighted-average fair values of the Companys ESP Plan purchase rights were approximately $8.31
and $6.50 for the three months ended March 31, 2006 and April 1, 2005, respectively.
Total unrecognized compensation expense related to the unvested portion of the Companys ESP awards
was $144 as of March 31, 2006. The expense is expected to be recognized in the second quarter of
2006.
Note 4. Earnings Per Share
Basic earnings per share excludes common stock equivalents and is computed by dividing net income
by the weighted-average number of common shares outstanding for the periods presented. Diluted
earnings per share (EPS) reflects the potential dilution that would occur if potentially dilutive
securities such as stock options were exercised and nonvested shares vested. The following is a
reconciliation of the number of shares (in thousands) for the basic and diluted EPS computations
for the three months ended March 31, 2006 and April 1, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 |
|
April 1, 2005 |
|
|
|
|
|
|
Weighted - |
|
Per- |
|
|
|
|
|
Weighted- |
|
Per- |
|
|
Net |
|
Average |
|
Share |
|
Net |
|
Average |
|
Share |
|
|
Income |
|
Shares |
|
Amount |
|
Income |
|
Shares |
|
Amount |
|
|
|
|
|
Basic EPS |
|
$ |
29,187 |
|
|
|
63,583 |
|
|
$ |
.46 |
|
|
$ |
42,247 |
|
|
|
67,587 |
|
|
$ |
.63 |
|
Effect of dilutive
securities |
|
|
|
|
|
|
1,413 |
|
|
|
(.01 |
) |
|
|
|
|
|
|
1,439 |
|
|
|
(.02 |
) |
|
|
|
|
|
Diluted EPS |
|
$ |
29,187 |
|
|
|
64,996 |
|
|
$ |
.45 |
|
|
$ |
42,247 |
|
|
|
69,026 |
|
|
$ |
.61 |
|
|
|
|
|
|
The following options (in thousands) were outstanding as of March 31, 2006 and April 1, 2005, but
were not included in the computation of diluted EPS because the options exercise price was greater
than the average market price of the common shares:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 |
|
|
April 1, 2005 |
|
Options to purchase shares of common stock |
|
|
1,177 |
|
|
|
256 |
|
Note 5. Comprehensive Income
Comprehensive income for the three months ended March 31, 2006 and April 1, 2005 is as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, 2006 |
|
|
April 1, 2005 |
|
Net income |
|
$ |
29,187 |
|
|
$ |
42,247 |
|
Change in cumulative translation adjustment |
|
|
2,044 |
|
|
|
(4,523 |
) |
Change in fair value of derivative financial instruments, net of taxes |
|
|
(3,748 |
) |
|
|
5,018 |
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
27,483 |
|
|
$ |
42,742 |
|
|
|
|
|
|
|
|
For the three months ended March 31, 2006 and April 1, 2005, the after tax hedging gains/(losses)
reclassified to earnings were $2,226 and ($1,427), respectively.
Note 6. Business Segments and Geographic Information
We manage our business in three reportable segments, each sharing similar product, distribution and
marketing. The reportable segments are U.S. Wholesale, U.S. Consumer Direct and International.
The U.S. Wholesale segment is comprised of the sale of products to wholesale customers in the
United States. This segment also includes royalties from
11
licensed products sold in the United
States, the management costs and expenses associated with our worldwide licensing
efforts and certain marketing expenses and value added services. The U.S. Consumer Direct segment
includes the Company-operated specialty and factory outlet stores in the United States and our
e-commerce business. The International segment consists of the marketing, selling and distribution
of footwear, apparel and accessories and licensed products outside of the United States. Products
are sold outside of the United States through our subsidiaries (which use wholesale and retail
channels to sell footwear, apparel and accessories), independent distributors and licensees.
The Unallocated Corporate component of segment reporting consists primarily of corporate finance,
information services, legal and administrative expenses, United States distribution expenses, a
majority of United States marketing expenses, worldwide product development and other costs
incurred in support of Company-wide activities. It also includes all
costs related to share-based
compensation. Additionally, Unallocated Corporate includes total other income, which is primarily interest
income, net, and other miscellaneous income, net. Such income is not allocated among the reported
business segments.
The accounting policies of the segments are the same as those described in the summary of
significant accounting policies. We evaluate segment performance based on operating contribution,
which represents pre-tax income before unallocated corporate expenses, interest and other
income/(expense), net, and operating cash flow measurements. Total assets are disaggregated to the
extent that assets apply specifically to a single segment. Unallocated Corporate assets primarily
consist of cash and equivalents, manufacturing/sourcing assets, computers and related equipment,
and United States transportation and distribution equipment.
For the Three Months Ended March 31, 2006 and April 1, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
|
|
|
|
|
|
|
|
|
|
U.S. |
|
Consumer |
|
|
|
|
|
Unallocated |
|
|
|
|
Wholesale |
|
Direct |
|
International |
|
Corporate |
|
Consolidated |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
124,704 |
|
|
$ |
33,060 |
|
|
$ |
192,047 |
|
|
$ |
|
|
|
$ |
349,811 |
|
Operating income/(loss) |
|
|
33,303 |
|
|
|
183 |
|
|
|
51,516 |
|
|
|
(42,749 |
) |
|
|
42,253 |
|
Income/(loss) before income taxes |
|
|
33,303 |
|
|
|
183 |
|
|
|
51,516 |
|
|
|
(40,442 |
) |
|
|
44,560 |
|
Total assets |
|
|
219,223 |
|
|
|
30,821 |
|
|
|
344,400 |
|
|
|
130,075 |
|
|
|
724,519 |
|
Goodwill |
|
|
31,745 |
|
|
|
794 |
|
|
|
6,994 |
|
|
|
|
|
|
|
39,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
116,818 |
|
|
$ |
38,319 |
|
|
$ |
199,074 |
|
|
$ |
|
|
|
$ |
354,211 |
|
Operating income/(loss) |
|
|
36,151 |
|
|
|
4,466 |
|
|
|
55,039 |
|
|
|
(33,736 |
) |
|
|
61,920 |
|
Income/(loss) before income taxes |
|
|
36,151 |
|
|
|
4,466 |
|
|
|
55,039 |
|
|
|
(31,645 |
) |
|
|
64,011 |
|
Total assets |
|
|
151,581 |
|
|
|
27,854 |
|
|
|
306,273 |
|
|
|
218,940 |
|
|
|
704,648 |
|
Goodwill |
|
|
6,804 |
|
|
|
794 |
|
|
|
6,565 |
|
|
|
|
|
|
|
14,163 |
|
Note 7. Inventory
Inventory consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 |
|
|
April 1, 2005 |
|
|
December 31, 2005 |
|
Materials |
|
$ |
2,880 |
|
|
$ |
3,144 |
|
|
$ |
3,483 |
|
Work-in-process |
|
|
677 |
|
|
|
1,411 |
|
|
|
762 |
|
Finished goods |
|
|
171,388 |
|
|
|
156,472 |
|
|
|
162,887 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
174,945 |
|
|
$ |
161,027 |
|
|
$ |
167,132 |
|
|
|
|
|
|
|
|
|
|
|
12
Note 8. Nonvested Share Awards and Other
In 2004, our Board of Directors approved future awards of nonvested share grants of Class A Common
Stock under the Companys 1997 Incentive Plan, as amended, and a cash incentive award. The award
of these nonvested share grants and the cash incentive award is based on achieving certain
performance targets for the periods occurring between January 1, 2004 through December 31, 2006.
Based on the achievement of 2005 performance targets, $10,000 of nonvested shares will be awarded
on July 5, 2006. The number of shares to be awarded will be determined by the share price at that
date. These shares will fully vest three years from the award date. Based on the achievement of
2004 performance targets, 275,117 of nonvested shares with a value of $10,873 were awarded on July
5, 2005 and will vest equally over three years from the award date. An additional grant, based on
the achievement of a separate performance target, of 200,000 nonvested shares with a value of
$7,904 was also awarded on July 5, 2005 and will vest two years after the award date. All of these
shares are subject to restrictions on sale and transferability, a risk of forfeiture and certain
other terms and conditions. Through December 31, 2005, we recorded deferred compensation on our
balance sheet to reflect these future awards. Under the provisions of SFAS 123(R), we are no
longer required to record deferred compensation for these future awards. For the measurement
period from January 1, 2006 through December 31, 2006, a grant of $8,732 may be made in 2007 if
certain targeted performance goals are achieved. The award amount will vary based upon the degree
to which these performance goals are attained. The number of shares to be awarded will be
determined by the share price on the award date. Additionally, a cash incentive award of up to
$3,000 may be awarded in 2007 based on the achievement of a performance target over a three year
measurement period from January 1, 2004 through December 31, 2006.
In March 2005, our Board of Directors approved an additional cash incentive award of up to $1,250,
which will be awarded in 2007 and was based on the achievement of a performance target over a one
year measurement period from January 1, 2005 through December 31, 2005.
Note
9. Restructuring Costs
On July 6, 2005, the Company announced plans to consolidate our Caribbean manufacturing operations.
We ceased operations in our Puerto Rico manufacturing facility at the end of 2005 and are
expanding our manufacturing volume in the Dominican Republic.
During the first quarter of 2006, we commenced a plan to create a European finance shared service
center in Schaffhausen, Switzerland. This shared service center will be responsible for all
transactional and statutory financial activities, which are currently performed by our locally
based finance organizations.
The following table sets forth our restructuring activity for the three months ended March 31,
2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
|
|
Liabilities at |
|
|
|
|
|
|
Cash |
|
|
Liabilities at |
|
|
|
December
31, 2005 |
|
|
Charges |
|
|
Payments |
|
|
March
31, 2006 |
|
Severance and employment related
charges |
|
$ |
3,784 |
|
|
$ |
237 |
|
|
$ |
3,063 |
|
|
$ |
958 |
|
Other charges |
|
|
179 |
|
|
|
244 |
|
|
|
232 |
|
|
|
191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,963 |
|
|
$ |
481 |
|
|
$ |
3,295 |
|
|
$ |
1,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and employment related charges consist primarily of severance, health benefits and other
employee related costs incurred due to these two restructuring plans. Other charges consist of
fees related to the closing of our manufacturing facility in Puerto Rico only.
Of the total restructuring charges of $481 for the three month period ended March 31, 2006, $324 is
due to the closing of our manufacturing facility in Puerto Rico and $157 is attributable to
the elimination of positions in our locally based finance
organizations in Europe. We expect to complete the Puerto Rico
closure in the second quarter of 2006, but will continue to make cash payments for severance
benefits through the second quarter of 2007. European finance shared service center restructuring
activity will also continue through the second quarter of 2007.
Total
additional charges of approximately $649 million will be incurred over the balance of 2006
and $100 million in 2007, which are expected to cover the remaining severance and employment
related charges, largely for the European finance shared service
center restructuring activity.
13
Note 10. Income Taxes
The effective tax rate for the three months ended March 31, 2006 and April 1, 2005 was 34.5% and
34.0%, respectively.
Note 11. Share Repurchase
On September 23, 2003, our Board of Directors approved an additional repurchase of 4,000,000 shares
of our Class A Common Stock. On March 3, 2005, our Board of Directors approved a 100% increase in
shares remaining under its previously announced October 2003 repurchase program as of April 14,
2005, the record date of the 2-for-1 stock split. The increase was effective immediately after the
May 2, 2005 distribution date. The repurchase of shares under these authorizations was completed
on December 1, 2005.
On August 12, 2005 and February 7, 2006, our Board of Directors approved additional repurchases of
2,000,000 and 6,000,0000 shares, respectively, of our Class A Common Stock. As of March 31, 2006,
6,472,019 shares remained under these authorizations. Shares repurchased totaled 1,003,561 during
the quarter ended March 31, 2006.
We may use repurchased shares to offset future issuances under the Companys stock-based employee
incentive plans or for other purposes. From time to time, we use Rule 10b5-1 plans to facilitate
share repurchases.
Note 12. Litigation
We are involved in various litigation and legal matters that have arisen in the ordinary course of
business. Management believes that the ultimate resolution of any existing matter will not have a
material adverse effect on our consolidated financial statements.
14
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discusses The Timberland Companys (we, our, us, Timberland or the Company)
results of operations and liquidity and capital resources. The discussion, including known trends
and uncertainties identified by management, should be read in conjunction with the unaudited
condensed consolidated financial statements and related notes. Included herein are discussions and
reconciliations of total Company and International revenue changes to constant dollar revenue
growth, diluted earnings per share (EPS) to diluted EPS excluding restructuring
and related costs, diluted EPS to diluted EPS excluding restructuring and related costs and including share-based
employee compensation costs related to stock option and employee
stock purchase plans for 2005 and operating income including
share-based employee compensation costs related to stock option and
employee stock purchase plans for the first quarter of 2005. Constant dollar revenue growth, which excludes the impact of
changes in foreign exchange rates, diluted EPS excluding
restructuring and related costs, diluted EPS excluding restructuring and related costs and including share-based employee
compensation costs related to stock option and employee stock
purchase plans and operating income including share-based employee
compensation costs related to stock option and employee stock
purchase plans are not Generally Accepted Accounting Principle (GAAP) performance measures.
We provide constant dollar revenue growth for total Company and International results because we
use the measure to understand revenue changes excluding any impact from foreign exchange rate
changes. Management provides diluted EPS excluding restructuring and related costs because we use
the measure to understand earnings excluding these identifiable expenses. Management provides
diluted EPS excluding restructuring and related costs and including share-based employee
compensation costs related to stock option and employee stock
purchase plans for 2005 and operating income including share-based
employee compensation costs related to stock option and employee
stock purchase plans for the first quarter of 2005 to provide
comparability to reported results that include share-based employee compensation costs as
prescribed by Statement of Financial Accounting Standards (SFAS) 123(R), Share-Based Payment.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our
unaudited condensed consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The preparation of these
financial statements requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues, expenses and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those related to sales
returns and allowances, realization of outstanding accounts receivable, the carrying value of
inventories, derivatives, other contingencies, impairment of assets, incentive compensation
accruals, share-based compensation and the provision for income taxes. We base our estimates on
historical experience and on various other 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. Historically, actual
results have not been materially different from our estimates. Because of the uncertainty inherent
in these matters, actual results could differ from the estimates used in applying our critical
accounting policies. The Company is not aware of any reasonably likely events or circumstances
that would result in materially different amounts being reported. Our significant accounting
policies are described in Note 1 to the Companys consolidated financial statements of our Annual
Report on Form 10-K for the year ended December 31, 2005, except for the Companys accounting for
share-based compensation in connection with the adoption of SFAS
123(R) which is noted below. Our estimates,
assumptions and judgments involved in applying the critical accounting policies are described in
the Managements Discussion and Analysis of Financial Condition and Results of Operations section
of our Annual Report on Form 10-K for the year ended December 31, 2005.
Under SFAS 123(R), the Company estimates the fair value of its stock option awards and employee
stock purchase plan (the ESP Plan) rights on the date of grant using the Black-Scholes option
valuation model. The Black-Scholes model includes various assumptions, including the expected
volatility for stock options and ESP Plan rights and the expected term of stock options. These
assumptions reflect the Companys best estimates, but they involve inherent uncertainties based on
market conditions generally outside of the Companys control. As a result, if other assumptions
had been used, share-based compensation expense, as calculated and recorded under SFAS 123(R) could
have been materially impacted. Furthermore, if the Company uses different assumptions in future
periods, share-based compensation expense could be materially
impacted in future periods. See Note 3 for additional information regarding the Companys adoption of SFAS 123(R).
Recent Developments
European
Union (EU) Duties
On March 22, 2006, the European Commission imposed provisional duties on leather upper footwear
originating from China and Vietnam and imported into European Member States. These provisional
duties, which began on April 7, 2006, are expected to be effective for a six-month period and will
be phased in over a period of five months, beginning at a rate of about 4% and ending at a 19.4%
rate for China sourced footwear and at a 16.8% rate for Vietnam sourced footwear. These duties may
15
become definitive on or before October 7, 2006. The Company is advancing strategies in response to
this action, including potential price increases on footwear products sold in Europe. Our estimate
is that the implementation of such duties will likely reduce our 2006 operating profits in the
range of $10 million. The implementation of these duties, which
results in additional expenses in lower tax rate jurisdictions, has also had a negative impact on the
Companys effective tax rate, which is now estimated at 34.5% for 2006.
SmartWool
On December 20, 2005, the Company acquired SmartWool Corporation (SmartWool). The first quarter
2006 results include the results of SmartWool.
Adoption of SFAS 123(R)
Effective January 1, 2006, the Company adopted SFAS 123(R), which requires a company to measure the
grant date fair value of equity awards given to employees in exchange for services and recognize
that cost over the period that such services are performed. This
Standard is a revision of SFAS
123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board (APB)
Opinion 25, Accounting for Stock Issued to Employees, and its related implementation guidance.
The Company adopted the provisions of SFAS 123(R) using the modified prospective application
method. Under this transition method, compensation expense is recognized on all share-based awards
granted prior to, but not yet vested as of adoption based on the grant date fair value estimated in
accordance with the original provisions of SFAS 123. The Company
recognizes the cost of all
share-based awards on a straight-line basis over the awards requisite service period (generally
the vesting period of the award), with the exception of certain stock
options for officers, directors and key employees granted prior to,
but not yet vested as of adoption, for which expense continues to be
recognized on a graded schedule over the vesting period of the award. Share-based compensation costs, which are recorded in cost of
goods sold and selling and general and administrative expenses,
totaled $5.3 million ($3.4 million net of
taxes) for the three months ended March 31, 2006.
Prior to January 1, 2006, the Company applied the intrinsic value method in APB Opinion 25 and
related interpretations in accounting for our stock plans, SFAS 123, and SFAS 148, Accounting for
Stock-Based Compensation-Transitional and Disclosure-An Amendment of FASB Statement No. 123, for
disclosure purposes. In our unaudited condensed consolidated statements of income for the three
months ended April 1, 2005, no compensation expense was recognized for stock option grants; however, the Company recognized compensation expense for
nonvested share awards of $0.7 million ($0.4 million net of
taxes).
Management provides information on diluted EPS including impacts from share-based
compensation for 2005 to assist in comparability to 2006 reported results that include share-based employee
compensation costs as prescribed by SFAS 123(R). The following table illustrates the effects on net
income and earnings per share had compensation expense for stock option grants issued been
determined under the fair value method of SFAS 123 for the three months ended April 1, 2005:
|
|
|
|
|
|
|
For the Three |
|
|
|
Months Ended |
|
Amounts in Thousands Except Per Share
Data |
|
April 1, 2005 |
|
|
Net income, as reported |
|
$ |
42,247 |
|
Add: Share-based employee compensation expense included in
reported net income, net of related tax effect |
|
|
437 |
|
Deduct: Total share-based employee compensation expense
determined under fair value based method for all awards, net
of related tax effect |
|
|
2,447 |
|
|
|
|
|
Pro forma net income |
|
$ |
40,237 |
|
|
|
|
|
Basic earnings per share, as reported |
|
$ |
.63 |
|
Pro forma basic earnings per share |
|
$ |
.60 |
|
Diluted earnings per share, as reported |
|
$ |
.61 |
|
Pro forma diluted earnings per share |
|
$ |
.58 |
|
Financial statement amounts for the three months ended April 1, 2005 have not been restated to
reflect the fair value method of expensing share-based compensation.
See Note 3 for additional information regarding the adoption of SFAS 123(R).
16
]
Overview
Our principal strategic goal is to become the authentic outdoor brand of choice globally. We
continue to develop a diverse portfolio of footwear, apparel and accessories that reinforces the
functional performance, benefits and classic styling that consumers have come to expect from our
brand. We sell our products to consumers who embrace an outdoor-inspired lifestyle through
high-quality distribution channels, including our own retail stores, which reinforce the premium
positioning of the Timberlandâ brand.
To deliver against our long-term goals, we are focused on driving progress on key strategic fronts.
These include enhancing our leadership position in our core footwear business, capturing the
opportunity that we see for outdoor-inspired apparel, extending enterprise reach through
development of new brand platforms and brand building licensing arrangements, expanding
geographically and driving operational and financial excellence while setting the standard for
commitment to the community and striving to be a global employer of choice.
Highlights of our first quarter of 2006 financial performance, compared to the first quarter of
2005, include the following:
|
|
|
First quarter revenue decreased 1.2% from strong prior year results to $349.8 million as
constant dollar gains in international markets and growth in our U.S. casual, outdoor
performance and industrial categories were offset by U.S. boot declines and negative
foreign exchange impacts. On a constant dollar basis, first quarter revenue expanded 2.4%. |
|
|
|
|
Operating profit for the quarter was $42.3 million including impacts of a restructuring
charge of $0.5 million related to the closure of our Puerto Rico manufacturing operations
and our establishment of a European finance shared service center. |
|
|
|
|
Gross margin declined 250 basis points driven by product mix impacts reflecting lower
boot sales, higher product costs and relatively higher levels of sales discounts and
allowances. |
|
|
|
|
Operating expenses increased 6.9% to $133.9 million, or 6.5% excluding restructuring
costs. Growth reflects increased costs associated with business portfolio development,
investments in international expansion and higher costs associated with share-based payment
compensation reflecting new accounting requirements. |
|
|
|
|
Net income decreased 30.9% from record prior year results to $29.2 million. |
|
|
|
|
Diluted EPS decreased 26.2% from $.61 to $.45. |
|
|
|
|
Cash at the end of the quarter was $125.3 million with no debt outstanding. |
While our first quarter results were largely in line with our expectations, we are modifying our
2006 financial outlook to incorporate the impact of provisional
anti-dumping duties on EU footwear sourced in China and Vietnam, proactive steps that we are taking to ensure
balanced inventory positions for our retail partners in the U.S. boot business and impacts from
continued soft trends in U.S. boots. For 2006, we are now targeting flat to modest revenue growth
and declines in comparable EPS in the 20%-25% range. Included in this outlook is an increase in our
overall effective tax rate to 34.5% due to the imposition of provisional EU duties. For the
purpose of comparison, we estimate that our 2005 EPS would have been approximately $2.35 after
excluding restructuring and related costs and including costs related to stock options and our employee stock
purchase plan.
Impacts from these factors are expected to be greatest in the second quarter of 2006. We
anticipate second quarter sales declines in the mid single-digit range and a likely operating loss
in the $20-$25 million range. For the second half we expect lower comparable earnings, impacted by
anticipated pressure on third quarter results. In the third quarter we expect low single-digit
revenue growth overall and gross margin declines in the 300-400 basis point range, including
impacts from EU duties in the $5-$6 million range. For the
fourth quarter of 2006 we are targeting improved performance with mid
single-digit revenue growth and more moderate gross margin pressures.
17
Results of Operations for the Three Months Ended March 31, 2006 and April 1, 2005
Revenue
Consolidated revenue was down 1.2% in comparison to the first quarter of 2005, as modest constant
dollar gains in international markets and growth in our U.S. business, supported by our acquisition
of SmartWool, were offset by foreign exchange impacts. Changes in foreign exchange rates reduced
first quarter consolidated revenues by $12.9 million or 3.6%. On a constant dollar basis, revenue
grew 2.4% over the prior year. U.S. business revenue totaled $157.8 million in the first quarter
of 2006, up 1.7% from the prior year, benefiting from gains in targeted expansion categories such
as casual, outdoor and professional offset by declines in our U.S. boot business. International
revenues were $192.0 million, down 3.5% from the first quarter of 2005, reflecting unfavorable
changes in foreign exchange rates over the past year. On a constant dollar basis, International
revenues grew 3.0%, supported by gains in Asia and Canada.
Segments Review
We have three reportable business segments (see Note 6): U.S. Wholesale, U.S. Consumer Direct and
International.
U.S. Wholesale revenues increased 6.8% to $124.7 million, benefiting from Timberlands recent
acquisition of SmartWool and growth in key footwear categories such as Timberland PRO®,
mens casual and outdoor performance and apparel. Timberlands acquisition of SmartWool added $7.8
million to first quarter 2006 U.S. Wholesale revenues. These gains were offset by declines in
boots, kids and womens casual footwear.
Timberlands U.S. Consumer Direct business recorded revenues of $33.1 million, down $5.3 million or
13.7% compared with the first quarter of 2005, impacted by a narrower assortment of excess product
availability in outlet stores and unseasonably warm weather conditions which hurt sales of winter
products. The sales decrease was driven by declines in boots, mens casual and kids footwear and
apparel and accessories. A decline in comparable specialty and factory outlet store sales of 12.8%
was partially offset by a 25.3% increase in our e-commerce business, including the addition of
SmartWools e-commerce business. During the first quarter of 2006, we closed three U.S. stores.
We intend to offset these closures with openings over the balance of the year and are targeting
five net store additions in the U.S. this year.
International revenues for the first quarter of 2006 were $192.0 million, down 3.5% from the prior
year, reflecting unfavorable foreign exchange rate changes of $12.9 million. On a constant dollar
basis, International revenues grew 3.0%, driven by solid gains in Asia and the continued growth of
our Canadian subsidiary. Overall, International revenues decreased to 54.9% of total consolidated
revenues for the quarter. European revenues were $152.5 million, down 6.1% compared to very strong
prior year sell-in results. On a constant dollar basis, European revenues were up 1.0% with gains
in our European distributor business, the U.K. and Spain offset by declines in France and
pan-European accounts. European footwear posted strong gains in mens and womens casual, kids and
Timberland PRO® series products, offset by declines in outdoor performance footwear and
boots. Apparel sales declined modestly impacted by lower levels of clearance sales in outlet
stores. In Asia, first quarter 2006 revenues of $31.6 million were flat with the prior year
period. On a constant dollar basis, Asian revenues increased 5.4%, driven by gains in our Asian
distributor business, Taiwan, Malaysia and Hong Kong. Asias growth reflected gains in outdoor
performance footwear, mens and womens casual footwear and apparel.
Products
Worldwide footwear revenue was $253.9 million in the first quarter of 2006, down $12.1 million or
4.5% from the prior year period. On a constant dollar basis, footwear revenues were down 0.7%,
reflecting gains in mens casual and Timberland PRO® series footwear offset by declines
in boots, outdoor performance footwear and kids footwear. Overall, worldwide footwear unit sales
decreased 3.0%, while the average selling price was down 1.6% in comparison to the prior year.
Worldwide apparel and accessories revenue expanded 8.0%, or 13.4% in constant dollars, to $91.4
million for the first quarter of 2006, benefiting from Timberlands recent acquisition of
SmartWool. SmartWool added $9.5 million to global apparel and accessory revenues. Apparel and
accessories unit sales increased 34.2%, while the average selling price decreased by 19.5%,
reflecting the impacts of the addition of SmartWools products, which have lower average selling
prices.
18
Channels
Revenue growth in the first quarter of 2006 was driven by growth in wholesale revenues, which
increased 1.4% to $279.6 million. Retail revenues declined 10.6% to $70.2 million, impacted by
soft U.S. sales reflecting unseasonably warm weather conditions, lower excess product globally in
our outlet stores and pressure on specialty store results due to the later timing of Easter this
year. Global comparable store sales declined 10.8% from the prior year period impacted by soft
U.S. performance and lower excess product sales globally in Timberland outlet stores. We closed
seven stores, shops and outlets worldwide and opened five in the first quarter of 2006.
Gross Profit
Gross profit as a percentage of sales, or gross margin, was 50.3% for the first quarter of 2006,
250 basis points lower than in the first quarter of 2005. Gross margins were pressured by product
mix related to lower boot sales, higher comparable costs reflecting macro factors such as increased
oil related commodity costs and higher levels of markdowns and allowances. In the second quarter
of 2006, we anticipate pressure on gross margins in the range of
400-500 basis points reflecting
business mix impacts, effects from the initiation of provisional
duties on EU
footwear sourced in China and Vietnam and expected higher levels of markdowns and allowances.
We include the costs of procuring inventory (inbound freight and duty, overhead and other similar
costs) in cost of goods sold. These costs amounted to $20.2 million and $21.5 million for the first
quarters of 2006 and 2005, respectively.
Operating Expense
Operating expense for the first quarter of 2006 was $133.9 million, $8.6 million or 6.9% higher
than the $125.2 million reported in the first quarter of 2005. The operating expense increase was
driven by a $4.0 million increase in selling expense, a $4.1 million increase in general and
administrative expense and restructuring costs of $0.5 million related to the
consolidation of our Caribbean manufacturing facilities and the establishment of a European
finance shared service center. Foreign exchange rate changes offset total operating expense
growth by $4.3 million or 3.4%. As a percentage of revenue, operating expense increased 290
basis points to 38.3% compared to 35.4% in the prior year period. Excluding SmartWools $4.0
million in operating expenses, $3.9 million in additional share-based employee compensation costs
and $0.5 million in restructuring costs, operating expense growth was controlled to relatively
the same level as the prior year, with spending impacted in part by a re-phasing of marketing
support costs towards the Spring season.
Selling expense for the first quarter of 2006 was $104.7 million, up $4.0 million or 4.0%
compared to the prior year period. The increase was driven by $2.5 million in share-based
employee compensation costs, $2.0 million in distribution costs, $1.6 million related to
International retail expansion, $1.1 million due to the SmartWool acquisition and $0.7 million of
organizational investments to establish an outdoor performance dedicated sales team. Foreign
exchange rate changes offset selling expense growth by $3.9 million or 3.9%.
We include the costs of physically managing inventory (warehousing and handling costs) in selling
expense. These costs totaled $9.4 million and $9.0 million in the first quarters of 2006 and 2005,
respectively.
Advertising expense, which is also included in selling expense, was $5.8 million and $7.3 million
in the first quarters of 2006 and 2005, respectively. Advertising costs are expensed at the time
the advertising is used, predominantly in the season that the advertising costs are incurred. The decrease in
advertising expense reflects lower levels in co-op spending and later timing of planned
expenditures in 2006.
Prepaid advertising recorded on our unaudited condensed consolidated balance sheets as of March 31,
2006 and April 1, 2005 was $1.9 million and $0.4 million, respectively.
General and administrative expense for the first quarter of 2006 was $28.6 million, $4.1 million
or 16.8% higher than the prior year period. As a percentage of revenue, general and
administrative expense increased 130 basis points over the first quarter of 2005. The increase was
driven by $1.4 million of share-based employee compensation
costs, a $1.4 million increase in costs
related to our global support services, $1.1 million in costs associated with new business
initiatives and $0.9 million of legal and compliance costs offset by a $0.4 million foreign
exchange rate benefit.
19
Operating Income
Operating income for the first quarter of 2006 was $42.3 million, $19.7 million or 31.8% lower
than first quarter of 2005. Operating income as a percentage of revenue decreased 540 basis points
to 12.1%, impacted by declines in U.S. footwear sales and negative foreign exchange rate changes.
Excluding restructuring costs, operating income for the first quarter of 2006 was $42.7
million. For purposes of comparison, operating income for the first quarter of 2005 would have
been $58.9 million had we expensed share-based employee compensation costs related to our stock
option and employee stock purchase plans.
Operating
income for our U.S. Wholesale segment was $33.3 million,
$2.8 million or 7.9% lower than
the prior year. The revenue increase of 6.8% includes $7.8 million of sales from SmartWool, a
business that was acquired during the fourth quarter of 2005. Gross margins declined 120 basis
points primarily due to change in product mix impacted by lower boot sales. Operating expense as a
percentage of sales increased by 300 basis points, reflecting moderate cost growth over a lower
revenue base including a 180 basis point impact from the addition of SmartWool.
U.S. Consumer Direct segment operating income for the first quarter was $0.2 million, down $4.3
million from last years strong first quarter results. Sales declined by 13.7% while gross margin
declined by 370 basis points reflecting negative product mix impacts and relatively higher levels
of promotional activity. Operating expense increased by 2.8% compared to the prior years first
quarter, driven by two additional stores operated this year.
Operating income for our International business declined 6.4% to $51.5 million for the quarter. A
revenue decline of 3.5% and gross margin decline of 90 basis points drove the decrease.
Unfavorable foreign exchange rates drove revenue down by $12.9 million. On a constant dollar
basis, International revenues grew by 3.0%. The gross margin decline was driven by increased
product costs and increased markdowns and allowances. Operating expense rates for our
International business were flat.
Our Unallocated Corporate expenses, which include central support and administrative costs, not
allocated to our business segments, increased 26.7% to $42.7 million. Unallocated Corporate
expenses as a percentage of total revenue increased 270 basis points to 12.2% of total revenue.
Excluding share-based employee compensation costs of $3.9 million and restructuring
costs of $0.5 million resulting from the consolidation of our Caribbean manufacturing operations
and our establishment of a European finance shared service center, Unallocated Corporate expenses
increased 13.6% or $4.6 million from the prior year and represent 10.9% of total revenue. This
increase was driven by unfavorable product cost variances of $3.0 million and legal and compliance
costs of $0.9 million.
Other Income and Taxes
Interest income, net, which is comprised of interest income offset by fees related to the
establishment and maintenance of our revolving credit facility and interest paid on short-term
borrowings, was $1.1 million for each of the first quarters of 2006 and 2005. Interest income, net
was unchanged as higher interest rates were offset by lower cash balances resulting from the
acquisition of SmartWool.
Other, net, included $1.3 million and $1.0 million of foreign exchange gains for the first quarters
of 2006 and 2005, respectively, resulting from the timing of settlement of local currency
denominated receivables and payables. These gains were driven by the volatility of exchange rates
within the first quarters of 2006 and 2005 and should not be considered indicative of expected
future results.
The effective income tax rate for the first quarter of 2006 was 34.5%, reflecting full year
estimates incorporating projected impacts from anti-dumping duties on EU footwear. The effective
income tax rate for the first quarter of 2005 was 34.0%.
20
Reconciliation of Total Company and International Revenue Decreases To Constant Dollar Revenue
Increases
Total Company Revenue Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
Ended March 31, 2006 |
|
|
$ Millions |
|
|
|
|
Change |
|
% Change |
|
|
|
Revenue decrease (GAAP) |
|
$ |
(4.4 |
) |
|
|
(1.2 |
%) |
Decrease due to foreign exchange rate changes |
|
|
(12.9 |
) |
|
|
(3.6 |
%) |
|
|
|
Revenue increase in constant dollars |
|
$ |
8.5 |
|
|
|
2.4 |
% |
International Revenue Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
Ended March 31, 2006 |
|
|
$ Millions |
|
|
|
|
Change |
|
% Change |
|
|
|
Revenue decrease (GAAP) |
|
$ |
(7.0 |
) |
|
|
(3.5 |
%) |
Decrease due to foreign exchange rate changes |
|
|
(12.9 |
) |
|
|
(6.5 |
%) |
|
|
|
Revenue increase in constant dollars |
|
$ |
5.9 |
|
|
|
3.0 |
% |
Management provides constant dollar revenue growth for total Company and International results
because we use the measure to understand revenue changes excluding any impact from foreign
exchange rate changes.
Reconciliation of Diluted EPS to Diluted EPS Excluding
Restructuring and Related Costs and
Including Share-Based Employee Compensation Costs Related to Stock Option and Employee Stock
Purchase Plans
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
For the Twelve Months |
|
|
|
Ended April 1, 2005 |
|
|
Ended December 31, 2005 |
|
Diluted EPS (GAAP) |
|
$ |
.61 |
|
|
$ |
2.43 |
|
Per share
impact of restructuring and related costs |
|
|
|
|
|
|
.04 |
|
|
|
|
|
|
|
|
Diluted EPS excluding restructuring and related costs |
|
|
.61 |
|
|
|
2.47 |
|
Per share impact of share-based employee
compensation costs related to stock option and
employee stock purchase plans |
|
|
(.03 |
) |
|
|
(.12 |
) |
|
|
|
|
|
|
|
Diluted EPS excluding
restructuring and related costs and including share-based employee
compensation costs related to stock option and
employee stock purchase plans |
|
$ |
.58 |
|
|
$ |
2.35 |
|
|
|
|
|
|
|
|
Management provides diluted EPS excluding restructuring and related costs because we use the
measure to understand earnings excluding these identifiable expenses. Management provides diluted
EPS excluding restructuring and related costs and including share-based employee compensation
costs to provide comparability to reported results that include share-based employee compensation
costs as prescribed by SFAS 123(R).
Reconciliation of
Operating Income to Operating Income Including Share-Based Employee Compensation Costs Related to
Stock Option and Employee Stock Purchase Plans
|
|
|
|
|
|
|
For the Three Months |
|
Amounts in Millions |
|
Ended April 1, 2005 |
|
|
Operating income, as reported |
|
$ |
61.9 |
|
Add:
Share-based employee compensation expense included in reported operating
income |
|
|
0.7 |
|
Deduct: Total share-based employee compensation expense determined under
fair value based method for all awards |
|
|
3.7 |
|
|
|
|
|
Pro forma operating income |
|
$ |
58.9 |
|
|
|
|
|
Management provides
operating income including share-based employee compensation
costs related to stock option and employee stock purchase plans to
provide comparability to reported results that include share-based employee compensation
costs as prescribed by SFAS 123(R).
21
Accounts Receivable and Inventory
Accounts receivable was $192.1 million as of March 31, 2006. Excluding SmartWools $7.5 million,
accounts receivable decreased 1.5% to $184.6 million as of March 31, 2006, compared with $187.5
million as of April 1, 2005. The reduction in comparable receivables in the first quarter of 2006
reflected solid collection efforts offset by the timing of shipments. Days sales outstanding were
49 days as of March 31, 2006, compared with 48 days as of April 1, 2005. Wholesale days sales
outstanding were 52 days and 54 days for the first quarters ended 2006 and 2005, respectively.
Inventory was $174.9 million as of March 31, 2006. Excluding SmartWools $9.0 million, inventory
increased 3.0% to $165.9 million as of March 31, 2006, compared with $161.0 million as of April 1,
2005. This growth is related to timing of inventory receipts and support for launch of new
businesses such as
Miōn.
Liquidity and Capital Resources
Net cash used by operations for the first three months of 2006 was $59.7 million, compared with
$64.8 million for the first three months of 2005. The decrease in the use of cash in the first
three months of 2006 compared with 2005 was primarily due to the reduced use of cash from accruals
resulting from lower payroll related accruals at March 31, 2006, compared with December 31, 2005,
than in the comparable period for the prior year. In addition, Timberlands use of cash for
operating working capital declined to $57.3 million for the quarter as compared to $66.1 million in
2005. These benefits were offset by reduced net income and the timing of tax payments.
Net cash
used for investing activities amounted to $5.8 million in the first three months of 2006,
compared with $4.4 million in the first three months of 2005. Capital expenditures accounted for
$1.2 million of this increase with growth primarily driven by investments in manufacturing
equipment and IT infrastructure.
Net cash used for financing activities was $23.2 million in the first three months of 2006,
compared with $33.9 million in the first three months of 2005. Cash flows from financing
activities reflected share repurchases of $34.5 million in the first three months of 2006, compared
with $41.9 million in the first three months of 2005. We received cash inflows of $10.5 million in
the first three months of 2006 from the issuance of common stock related to the exercise of
employee stock options, compared with $7.9 million in the first three months of 2005.
We have an unsecured committed revolving credit agreement with a group of banks, which matures on
April 30, 2007 (Agreement), unless prior to April 30, 2006, we elect to extend the final maturity
date to April 30, 2008. On April 13, 2006, we signed a commitment letter to amend and extend this
credit facility which we expect to complete in the second quarter of 2006. The current Agreement
provides for $200 million of committed borrowings, of which up to $125 million may be used for
letters of credit. Under certain circumstances, we may increase the committed borrowing limit by
$50 million for a total commitment of $250 million. Under the terms of the Agreement, we may
borrow at interest rates based on eurodollar rates (approximately 4.8% at March 31, 2006), plus an
applicable margin based on a fixed-charge coverage grid of between 50 and 100 basis points that is
adjusted quarterly. At March 31, 2006, the applicable margin under the facility was 60 basis
points. We will pay a commitment fee of 12.5 to 25 basis points per annum on the total commitment,
based on a fixed-charge coverage grid that is adjusted quarterly. At March 31, 2006, the
commitment fee was 15 basis points. The Agreement places certain limitations on additional debt,
stock repurchases, acquisitions, amount of dividends we may pay, and certain other financial and
non-financial covenants. The primary financial covenants relate to maintaining a minimum fixed
charge coverage of 3:1, a leverage ratio of 1.5:1 and under certain conditions, a minimum level of
earnings before income tax, depreciation and amortization. We measure compliance with the
financial and non-financial covenants and ratios as required by the terms of the Agreement on a
fiscal quarter basis.
On December 20, 2005, we entered into a $4.5 million committed revolving credit agreement that
matures on December 19, 2006 to provide for SmartWools working capital requirements. Up to $3
million of the facility may be used for letters of credit.
We had uncommitted lines of credit available from certain banks totaling $50 million at March 31,
2006. Any borrowings under these lines would be at prevailing money market rates (approximately
5.3% at March 31, 2006). Further, we had an uncommitted letter of credit facility of $80 million
to support inventory purchases. These arrangements may be terminated at any time at the option of
the banks or the Company.
As of March 31, 2006 and April 1, 2005, we had no borrowings outstanding under any of our credit
facilities.
22
Management believes that our capital needs and our share repurchase program for the balance of
2006 will be funded through our current cash balances, our existing and planned new credit
facilities and cash from operations, without the need for additional permanent financing. However,
as discussed in Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended
December 31, 2005 and in Part II, Item 1A, Risk Factors, of this report, several risks and
uncertainties could cause the Company to need to raise additional capital through equity and/or
debt financing. From time to time the Company considers acquisition opportunities which, if
pursued, could also result in the need for additional financing. The availability and terms of any
such financing would be subject to prevailing market conditions and other factors at that time.
Off Balance Sheet Arrangements
As of March 31, 2006 and April 1, 2005, we had letters of credit outstanding of $21.7 million and
$16.7 million, respectively. These letters of credit were issued predominantly for the purchase of
inventory. The increase in letters of credit outstanding was driven by the timing of inventory
purchases. As of March 31, 2006, the Company had $177.7 million in foreign currency contracts
outstanding, all of which are due to settle within the next 10 months.
We have the following off balance sheet arrangements:
(Dollars in Millions)
|
|
|
|
|
|
|
Total |
|
March 31, 2006 |
|
Amounts Committed |
|
|
Lines of credit |
|
$ |
|
|
Letters of credit |
|
|
21.7 |
|
Foreign
currency contracts |
|
|
177.7 |
|
|
|
|
|
Total |
|
$ |
199.4 |
|
|
|
|
|
We use funds from operations and unsecured committed and uncommitted lines of credit as the primary
sources of financing for our seasonal and other working capital requirements. Our principal risks
to these sources of financing are the impact on our financial condition from economic downturns, a
decrease in the demand for our products, increases in the prices of materials and a variety of
other factors. We anticipate that capital requirements for the balance of 2006 will be met through
the use of our current cash balances, through our existing and planned new credit facilities (which
place certain limitations on additional debt, stock repurchases, acquisitions and on the amount of
dividends we may pay, and also contain certain other financial and operating covenants) and through
cash flow from operations, without the need for additional permanent financing. However, if the
need arises, our ability to obtain any additional credit facilities will depend upon prevailing
market conditions, our financial condition and the terms and conditions of such additional
facilities.
23
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, our financial position and results of operations are routinely
subject to a variety of risks, including market risk associated with interest rate movements on
borrowings and investments and currency rate movements on non-U.S. dollar denominated assets,
liabilities and income. We regularly assess these risks and have established policies and business
practices that should result in an appropriate level of protection against the adverse effect of
these and other potential exposures.
We utilize cash from operations and U.S. dollar denominated borrowings to fund our working capital
and investment needs. Short-term debt, if required, is used to meet working capital requirements
and long-term debt, if required, is generally used to finance long-term investments. In addition,
we use derivative instruments in our hedging of foreign currency transactions. These debt
instruments and derivative instruments are viewed as risk management tools and are not used for
trading or speculative purposes. Cash balances are invested in high-grade securities with terms
less than three months.
We have available unsecured committed and uncommitted lines of credit as sources of financing for
our working capital requirements. Borrowings under these credit agreements bear interest at
variable rates based on either lenders cost of funds, plus an applicable spread, or prevailing
money market rates. At March 31, 2006 and April 1, 2005, we had no short-term or long-term debt
outstanding.
Our foreign currency exposure is generated primarily from our European operating subsidiaries and,
to a lesser degree, our Asian and Canadian operating subsidiaries. We seek to minimize the impact
of these foreign currency fluctuations by hedging the related transactions with foreign currency
forward contracts. These foreign currency forward contracts will expire in 10 months or less.
Based upon sensitivity analysis as of March 31, 2006, a 10% change in foreign exchange rates would
cause the fair value of our financial instruments to increase/decrease by approximately $17.4
million, compared with $16.3 million at April 1, 2005. The increase at March 31, 2006, compared
with April 1, 2005, is primarily related to an increase in our foreign currency denominated net
assets at March 31, 2006, compared with April 1, 2005. In addition, the Company chose to hedge a
slightly larger portion of our 2006 expense at March 31, 2006, than the portion of our 2005 expense
that was hedged at April 1, 2005, as determined in accordance with our hedging policy.
Item 4. CONTROLS AND PROCEDURES
We maintain a system of disclosure controls and procedures which are designed to ensure that
information required to be disclosed by us in reports we file or submit under the Securities
Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commissions rules and forms. These
disclosure controls and procedures include controls and procedures designed to ensure that
information required to be disclosed under the federal securities laws is accumulated and
communicated to our management on a timely basis to allow decisions regarding required disclosure.
Based on their evaluation as of March 31, 2006, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act were effective.
Other than the change noted below, there were no changes in our internal control over financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred
during the quarter ended March 31, 2006, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
The Company implemented certain new financial system modules to record financial data at our Asian
subsidiary offices and European distribution center during the first quarter of 2006. This system
implementation was undertaken to further standardize accounting systems, realize process efficiencies and
improve our internal control over financial reporting. Additionally, the Company intends to
extend the implementation of certain new financial system modules to our European subsidiary
offices and U.S. locations in the future and will assess its impact on our internal control over
financial reporting at that time.
24
Part II OTHER INFORMATION
Item 1A. RISK FACTORS
This Quarterly Report on Form 10-Q contains forward-looking statements. As discussed in Part
I, Item 1A, Risk Factors, entitled Cautionary Statements for Purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995 of our Annual Report on Form
10-K for the year ended December 31, 2005, investors should be aware of certain risks,
uncertainties and assumptions that could affect our actual results and could cause such results to
differ materially from those contained in forward-looking statements made by or on behalf of us in
our periodic reports filed with the Securities and Exchange Commission, in our annual report to
shareholders, in our proxy statement, in press releases and other written materials and statements
made by our officers, directors or employees to third parties. Such statements are based on
current expectations only and actual future results may differ materially from those expressed or
implied by such forward-looking statements due to certain risks, uncertainties and assumptions. We
discuss below any material changes in the risks, uncertainties and assumptions previously disclosed
in our Annual Report on Form 10-K for the year ended December 31, 2005. We encourage you to refer
to our Form 10-K to carefully consider these risks, uncertainties and assumptions. We undertake no
obligation to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Risks Related to our Business
We conduct business outside of the United States which exposes us to foreign currency, import
restrictions and duties and other risks.
On March 22, 2006, the European Commission imposed provisional duties on leather upper
footwear originating from China and Vietnam and imported into European Member States. These
provisional duties, which began on April 7, 2006, are expected to be effective for a six-month
period and will be phased in over a period of five months, beginning at a rate of about 4% and
ending at a 19.4% rate for China sourced footwear and at a 16.8% rate for Vietnam sourced
footwear. These duties may become definitive on or before October 7, 2006. The Company is
advancing strategies in response to this action, including potential price increases on footwear
products sold in Europe. Our estimate is that the implementation of such duties will likely
reduce our 2006 operating profits in the range of $10 million.
The implementation of these duties, which results in additional
expenses in lower tax rate jurisdictions,
has also had a negative impact on the Companys effective tax
rate, which is now estimated at
34.5% for 2006.
25
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES(1)
For the Three Fiscal Months Ended March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
|
Maximum Number |
|
|
|
|
|
|
|
|
|
|
|
of Shares |
|
|
of Shares |
|
|
|
|
|
|
|
|
|
|
|
Purchased as Part |
|
|
That May Yet |
|
|
|
Total Number |
|
|
|
|
|
|
of Publicly |
|
|
be Purchased |
|
|
|
of Shares |
|
|
Average Price |
|
|
Announced |
|
|
Under the Plans |
|
Period* |
|
Purchased ** |
|
|
Paid per Share |
|
|
Plans or Programs |
|
|
or Programs |
|
January 1 January 27 |
|
|
440,420 |
|
|
$ |
33.67 |
|
|
|
440,420 |
|
|
|
7,035,160 |
|
January 28 February 24 |
|
|
311,141 |
|
|
|
35.09 |
|
|
|
311,141 |
|
|
|
6,724,019 |
|
February 25 March 31 |
|
|
252,000 |
|
|
|
34.69 |
|
|
|
252,000 |
|
|
|
6,472,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 Total |
|
|
1,003,561 |
|
|
$ |
34.36 |
|
|
|
1,003,561 |
|
|
|
|
|
Footnote (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved |
|
|
|
|
|
|
Announcement |
|
|
Program |
|
|
Expiration |
|
|
|
Date |
|
|
Size (Shares) |
|
|
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Program 1 |
|
|
10/27/2005 |
|
|
|
2,000,000 |
|
|
None |
Program 2 |
|
|
02/09/2006 |
|
|
|
6,000,000 |
|
|
None |
No existing programs expired or were terminated during the reporting period. See Note 11 to our unaudited condensed consolidated financial statements in this Form 10-Q for additional
information.
* Fiscal month
** Based on trade date not settlement date
26
Item 6. EXHIBITS
|
|
|
|
|
|
|
Exhibit 31.1
|
|
Principal Executive Officer Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith. |
|
|
|
|
|
|
|
Exhibit 31.2
|
|
Principal Financial Officer Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith. |
|
|
|
|
|
|
|
Exhibit 32.1
|
|
Chief Executive Officer Certification Pursuant to Section 1350, Chapter
63 of Title 18, United States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, furnished herewith. |
|
|
|
|
|
|
|
Exhibit 32.2
|
|
Chief Financial Officer Certification Pursuant to Section 1350, Chapter
63 of Title 18, United States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, furnished herewith. |
27
SIGNATURES
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.
|
|
|
|
|
|
|
THE TIMBERLAND COMPANY |
|
|
(Registrant) |
|
|
|
|
|
|
|
By:
|
|
/s/ BRIAN P. MCKEON |
|
|
|
|
|
|
|
|
|
Brian P. McKeon |
Date:
May 10, 2006
|
|
|
|
Executive Vice President-Finance and Administration, Chief |
|
|
|
|
Financial Officer |
|
|
|
|
|
|
|
By:
|
|
/s/ JOHN CRIMMINS |
|
|
|
|
|
Date:
May 10, 2006
|
|
|
|
John Crimmins |
|
|
|
|
Vice President, Corporate Controller and Chief Accounting Officer |
28
EXHIBIT INDEX
|
|
|
Exhibit |
|
Description |
|
Exhibit 31.1
|
|
Principal Executive Officer Certification Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
|
|
|
Exhibit 31.2
|
|
Principal Financial Officer Certification Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
|
|
|
Exhibit 32.1
|
|
Chief Executive Officer Certification Pursuant to Section
1350, Chapter 63 of Title 18, United States Code, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
furnished herewith. |
|
|
|
Exhibit 32.2
|
|
Chief Financial Officer Certification Pursuant to Section
1350, Chapter 63 of Title 18, United States Code, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
furnished herewith. |
29