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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q


ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2004

OR

o

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)

Delaware
(State or other jurisdiction of
incorporation or organization)
  02-0312554
(I.R.S. Employer
Identification Number)

200 Domain Drive,
Stratham, New Hampshire
(Address of principal executive offices)

 

03885
(Zip Code)

Registrant's 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. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes ý    No o

        On November 5, 2004, 28,542,528 shares of the registrant's Class A Common Stock were outstanding and 5,871,830 shares of the registrant's Class B Common Stock were outstanding.




THE TIMBERLAND COMPANY

FORM 10-Q

TABLE OF CONTENTS

 
   
  Page(s)
Part I Financial Information (unaudited)    
 
Item 1.

 

Financial Statements

 

 

 

 

Unaudited Condensed Consolidated Balance Sheets—October 1, 2004, September 26, 2003 and December 31, 2003

 

1

 

 

Unaudited Condensed Consolidated Statements of Income—For the three and nine months ended October 1, 2004 and September 26, 2003

 

2

 

 

Unaudited Condensed Consolidated Statements of Cash Flows—For the nine months ended October 1, 2004 and September 26, 2003

 

3

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

4-10
 
Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

11-21
 
Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

22
 
Item 4.

 

Controls and Procedures

 

22

Part II Other Information

 

 
 
Item 2.

 

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

23
 
Item 6.

 

Exhibits and Reports on Form 8-K

 

24

Signatures

 

25

Exhibit Index

 

26

Exhibits

 

 

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS


THE TIMBERLAND COMPANY

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

 
  Oct. 1,
2004

  Sept. 26,
2003

  Dec. 31,
2003

 
Assets                    
Current assets                    
  Cash and equivalents   $ 119,779   $ 35,902   $ 241,803  
  Accounts receivable, net of allowance for doubtful accounts of $9,276 at October 1, 2004, $8,575 at September 26, 2003 and $7,704 at December 31, 2003     279,182     264,036     125,088  
  Inventory     182,979     175,490     119,581  
  Prepaid expense     21,335     21,925     25,906  
  Deferred income taxes     22,400     21,256     27,182  
   
 
 
 
    Total current assets     625,675     518,609     539,560  
   
 
 
 
Property, plant and equipment, net     75,812     68,939     76,360  
Goodwill     14,163     14,163     14,163  
Intangible assets     3,991     3,515     3,807  
Other assets, net     9,496     7,103     7,826  
   
 
 
 
Total assets   $ 729,137   $ 612,329   $ 641,716  
   
 
 
 
Liabilities and Stockholders' Equity                    
Current liabilities                    
  Accounts payable   $ 54,379   $ 50,236   $ 38,026  
  Accrued expense                    
    Payroll and related     42,996     41,785     54,846  
    Other     67,970     67,211     60,579  
  Income taxes payable     39,976     34,358     27,482  
  Derivative liabilities     4,264     6,334     16,058  
   
 
 
 
    Total current liabilities     209,585     199,924     196,991  
   
 
 
 
Deferred compensation and other liabilities     11,081     5,231     9,318  
Deferred income taxes     8,086     6,689     6,944  
Stockholders' equity                    
  Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued              
  Class A Common Stock, $.01 par value (1 vote per share); 120,000,000 shares authorized; 44,931,106 shares issued at October 1, 2004, 42,715,007 shares issued at September 26, 2003 and 43,050,277 shares issued at December 31, 2003     449     427     431  
  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; 5,871,830 shares issued and outstanding at October 1, 2004, 7,144,675 shares issued and outstanding at September 26, 2003 and 6,942,834 shares issued and outstanding at December 31, 2003     59     71     69  
  Additional paid-in capital     214,180     166,199     175,629  
  Deferred compensation     (17,297 )   (6,395 )   (8,209 )
  Retained earnings     831,357     684,241     723,705  
  Accumulated other comprehensive income/(loss)     7,454     (469 )   1,306  
  Treasury stock at cost; 16,167,868 Class A shares at October 1, 2004, 14,539,950 Class A shares at September 26, 2003 and 14,972,185 Class A shares at December 31, 2003     (535,817 )   (443,589 )   (464,468 )
   
 
 
 
    Total stockholders' equity     500,385     400,485     428,463  
   
 
 
 
Total liabilities and stockholders' equity   $ 729,137   $ 612,329   $ 641,716  
   
 
 
 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1



THE TIMBERLAND COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in Thousands, Except Per Share Data)

 
  For the Three Months Ended
  For the Nine Months Ended
 
 
  October 1,
2004

  September 26,
2003

  October 1,
2004

  September 26,
2003

 
Revenue   $ 493,933   $ 443,960   $ 1,045,920   $ 926,690  
Cost of goods sold     250,161     241,160     521,200     498,886  
   
 
 
 
 
  Gross profit     243,772     202,800     524,720     427,804  
   
 
 
 
 
Operating expense                          
  Selling     110,761     98,202     287,429     246,203  
  General and administrative     26,994     21,072     71,436     59,487  
   
 
 
 
 
    Total operating expense     137,755     119,274     358,865     305,690  
   
 
 
 
 
Operating income     106,017     83,526     165,855     122,114  
   
 
 
 
 
Other expense/(income)                          
  Interest expense     147     328     547     767  
  Other, net     (548 )   305     (1,594 )   (226 )
   
 
 
 
 
    Total other expense/(income)     (401 )   633     (1,047 )   541  
   
 
 
 
 
Income before provision for income taxes     106,418     82,893     166,902     121,573  
Provision for income taxes     37,778     29,620     59,250     43,158  
   
 
 
 
 
Net income   $ 68,640   $ 53,273   $ 107,652   $ 78,415  
   
 
 
 
 
Earnings per share                          
  Basic   $ 1.96   $ 1.51   $ 3.08   $ 2.20  
   
 
 
 
 
  Diluted   $ 1.92   $ 1.47   $ 3.00   $ 2.15  
   
 
 
 
 
Weighted-average shares outstanding                          
  Basic     34,962     35,378     34,985     35,684  
   
 
 
 
 
  Diluted     35,712     36,189     35,868     36,512  
   
 
 
 
 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2



THE TIMBERLAND COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

 
  For the Nine Months Ended
 
 
  Oct. 1,
2004

  Sept. 26,
2003

 
Cash flows from operating activities:              
  Net income   $ 107,652   $ 78,415  
  Adjustments to reconcile net income to net cash used by operating activities:              
    Deferred income taxes     1,323     532  
    Amortization of deferred compensation     2,357     1,308  
    Depreciation and other amortization     16,585     16,138  
    Loss on disposal of property, plant and equipment     86      
    Tax benefit from stock option plans     11,579     8,098  
    Increase/(decrease) in cash from changes in working capital:              
      Accounts receivable     (154,386 )   (125,869 )
      Inventory     (63,469 )   (51,917 )
      Prepaid expense     4,471     353  
      Accounts payable     16,733     12,238  
      Accrued expense     (4,354 )   18,004  
      Income taxes     12,523     14,262  
   
 
 
        Net cash used by operating activities     (48,900 )   (28,438 )
   
 
 
Cash flows from investing activities:              
  Additions to property, plant and equipment     (15,577 )   (10,646 )
  Other, net     (1,561 )   847  
   
 
 
        Net cash used by investing activities     (17,138 )   (9,799 )
   
 
 
Cash flows from financing activities:              
  Common stock repurchases     (74,985 )   (84,153 )
  Issuance of common stock     19,172     14,665  
   
 
 
        Net cash used by financing activities     (55,813 )   (69,488 )
   
 
 
Effect of exchange rate changes on cash and equivalents     (173 )   2,432  
   
 
 
Net decrease in cash and equivalents     (122,024 )   (105,293 )
Cash and equivalents at beginning of period     241,803     141,195  
   
 
 
Cash and equivalents at end of period   $ 119,779   $ 35,902  
   
 
 



 
Supplemental disclosures of cash flow information:              
  Interest paid   $ 356   $ 437  
  Income taxes paid     33,853     20,304  



 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3



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 Company's ("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, 2003.

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 accordance with Emerging Issues Task Force ("EITF") Issue No. 00-10, in the third quarter and the first nine months of 2004 we recorded approximately $1,520 and $3,704 of reimbursement of shipping expenses within revenues and the related shipping costs within selling expense, respectively. In the third quarter of 2003 we recorded approximately $1,500 of reimbursement of shipping expenses within revenues and the related shipping costs within selling expense. For the first six months of 2003, shipping reimbursements of $2,100 were recorded as an offset to selling expenses. Shipping costs included in selling expense were approximately $4,800 and $4,700 for the third quarters of 2004 and 2003, respectively, and $12,000 and $11,400 for the first nine months of 2004 and 2003, 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.

Note 2. Historical Financial Results

        The results of operations for the three and nine months ended October 1, 2004 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. Stock-based Compensation

        We apply Accounting Principle Board ("APB") Opinion No. 25 and related interpretations in accounting for our stock plans. We follow Statement of Financial Accounting Standards ("SFAS") No. 123 "Accounting for Stock-Based Compensation" and SFAS No. 148 "Accounting for Stock-Based Compensation—Transitional and Disclosure—An Amendment of FASB Statement No. 123" for disclosure purposes.

In our consolidated financial statements, no compensation cost has been recognized for stock option grants issued under any of our stock option plans, however, the Company has recognized compensation cost for restricted stock awards. Had compensation cost for stock option grants issued been determined

4



under the fair value method of SFAS No. 123, our net income and diluted earnings per share for the three and nine months ended October 1, 2004 and September 26, 2003 would have been:

 
  For the Three
Months Ended

  For the Nine
Months Ended

 
  October 1,
2004

  September 26,
2003

  October 1,
2004

  September 26,
2003

Net income as reported   $ 68,640   $ 53,273   $ 107,652   $ 78,415
Add: Stock-based employee compensation expense included in reported net income, net of related tax effect     557     304     1,520     843
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effect     2,543     2,011     7,734     6,108
   
 
 
 
Pro forma net income   $ 66,654   $ 51,566   $ 101,438   $ 73,150
   
 
 
 
Basic earnings per share, as reported     1.96     1.51     3.08     2.20
Pro forma basic earnings per share     1.91     1.46     2.90     2.05
Diluted earnings per share, as reported     1.92     1.47     3.00     2.15
Pro forma diluted earnings per share     1.87     1.42     2.83     2.00

The fair value of each stock option granted for the three months ended October 1, 2004 and September 26, 2003 under our plans was estimated on the date of grant using the Black-Scholes option pricing model. The following weighted-average assumptions were used to value grants issued under the plans: expected volatility of 34.0% and 38.1%; risk-free interest rates of 2.8% and 1.7%; expected lives of 5.3 and 4.4 years; and no dividend payments. The weighted-average fair values per share of stock options granted, exercise price equals market value, for the three months ending October 1, 2004 and September 26, 2003 were $20.22 and $15.24, respectively.

The following weighted-average assumptions were used to value grants issued under our plans for the nine months ended October 1, 2004 and September 26, 2003, respectively: expected volatility of 36.4% and 41.1%; risk-free interest rates of 1.8% and 1.7%; expected lives of 4.7 and 5.0 years; and no dividend payments. The weighted-average fair values per share of stock options granted, exercise price equals market value, for the nine months ending October 1, 2004 and September 26, 2003 were $20.66 and $15.42, respectively.

Note 4. Earnings Per Share

        Basic earnings per share ("EPS") excludes dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the periods presented. Diluted EPS reflects the potential dilution that would occur if securities such as stock options were exercised. Dilutive securities included in the calculation of diluted weighted-average shares were 749,810 and 811,080 for the three months ended October 1, 2004 and September 26, 2003, respectively, and 882,745 and 827,807 for the first nine months of 2004 and 2003, respectively. Anti-dilutive securities excluded from the calculation of diluted weighted-average shares were 609,410 and 572,806 for the third quarters

5



of 2004 and 2003, respectively, and 455,014 and 562,643 for the first nine months of 2004 and 2003, respectively.

Note 5. Goodwill and Other Intangible Assets

        Our annual impairment tests, conducted as of July 1, 2004, have determined that no impairment of goodwill has occurred.

Information regarding our other intangible assets and related expenses follows:

As of October 1, 2004
  As of September 26, 2003
  As of December 31, 2003
Carrying
Amount

  Accumulated
Amortization

  Net
  Carrying
Amount

  Accumulated
Amortization

  Net
  Carrying
Amount

  Accumulated
Amortization

  Net
$ 8,595   $ (4,604 ) $ 3,991   $ 7,566   $ (4,051 ) $ 3,515   $ 8,283   $ (4,476 ) $ 3,807

Amortization expense for the third quarters of 2004 and 2003 was $378 and $344, respectively, and $1,068 and $988 for the first nine months of 2004 and 2003, respectively. The estimated amortization for existing intangible assets as of October 1, 2004, for each of the five succeeding fiscal years is as follows: 2004: $1,464; 2005: $1,334; 2006: $1,033; 2007: $704; 2008: $399. The amortization period for other tangible assets and related expenses is five years.

Note 6. Derivatives

        All derivatives entered into by the Company are designated as either cash flow or fair value hedges. Cash flow hedges are derivative contracts hedging forecasted transactions. Fair value hedges are derivatives hedging existing foreign currency assets or liabilities. The change in value of cash flow hedges is recorded in other comprehensive income until the hedged transaction affects earnings at which point the other comprehensive income is reclassified to earnings. The change in value of fair value hedges is recorded in earnings and is largely offset by the change in the fair value of the underlying asset or liability. We are required to measure the effectiveness of our cash flow hedges. If it is determined that a cash flow hedge is not effective, the ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.

In the normal course of business, the financial position and results of operations of the Company are routinely subject to currency rate movements in non-U.S. Dollar denominated assets, liabilities and income as we purchase and sell goods in local currencies. We have established policies and business practices that should result in an appropriate level of protection against the adverse effect of these exposures. We use derivative instruments, specifically forward contracts, to hedge a portion of our forecasted foreign currency transactions, typically for a period not greater than 18 months. Those derivative instruments are viewed as risk management tools and are not used for trading or speculative purposes. As of October 1, 2004, we had forward contracts maturing at various dates through January 2006 to sell the equivalent of $231,862 in foreign currencies at contracted rates and to buy the equivalent of $1,071 in foreign currencies at contracted rates. As of September 26, 2003, we had forward contracts maturing at various dates through January 2005 to sell the equivalent of $236,715 in foreign currencies at contracted rates and to buy the equivalent of $6,983 in foreign currencies at contracted rates.

6



On October 1, 2004, September 26, 2003 and December 31, 2003, we had $4,264, $6,334 and $16,058 in derivative liabilities, respectively. Those amounts reflect the fair value of our cash flow hedges. The $4,264 derivative liability as of October 1, 2004 represents hedges in place through the fourth quarter of 2005.

Note 7. Comprehensive Income

        Comprehensive income for the three and nine months ended October 1, 2004 and September 26, 2003 follows:

 
  For the Three
Months Ended

  For the Nine
Months Ended

 
  October 1,
2004

  Sept. 26,
2003

  October 1,
2004

  Sept. 26,
2003

Net income   $ 68,640   $ 53,273   $ 107,652   $ 78,415
Change in cumulative translation adjustment     (99 )   1,161     (1,045 )   5,599
Change in fair value of derivative financial instruments, net of taxes     3,019     3,107     7,193     3,769
   
 
 
 
Comprehensive income   $ 71,560   $ 57,541   $ 113,800   $ 87,783
   
 
 
 

For the three months ended October 1, 2004 and September 26, 2003, the after tax hedging losses reclassified to earnings were $2,995 and $5,498, respectively, and for the nine months ended October 1, 2004 and September 26, 2003, the after tax hedging losses reclassified to earnings were $6,262 and $12,577, respectively. The decrease in 2004 hedging losses compared to 2003 resulted from exchange rate fluctuation.

Note 8. Business Segments and Geographic Information

        We manage our business in three reportable segments, each sharing similar product, distribution, marketing and economic conditions. 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 licensed products sold in the United States and the management costs and expenses associated with our worldwide licensing efforts. 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 and apparel and accessories), independent distributors and licensees.

The Unallocated Corporate component of segment reporting consists primarily of the corporate finance, legal, information services and administrative expenses, United States distribution expenses, a majority of United States marketing expenses and other costs incurred in support of company-wide activities. This segment now includes costs related to worldwide product development, which were previously included in U.S. Wholesale. In the table below, Unallocated Corporate expenses for the

7



three months and nine months of 2003 increased by $4,006 and $11,733, respectively, to reflect this reclassification. For the three months and nine months of 2004 worldwide product development costs were $5,385 and $16,341, respectively. Unallocated Corporate also includes other expense/(income), which is primarily interest expense, interest income and other miscellaneous expense/(income). Such expenses are 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 expenses, net; and on 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 October 1, 2004 and September 26, 2003

 
  U.S.
Wholesale

  U.S.
Consumer
Direct

  International
  Unallocated
Corporate

  Consolidated
2004                              
  Revenue   $ 234,287   $ 50,456   $ 209,190   $   $ 493,933
  Operating income/(loss)     86,306     6,728     60,547     (47,564 )   106,017
  Income/(loss) before income taxes     86,306     6,728     60,547     (47,163 )   106,418
  Total assets     242,190     34,128     292,141     160,678     729,137
  Goodwill     6,804     794     6,565         14,163
2003                              
  Revenue   $ 221,011   $ 47,588   $ 175,361   $   $ 443,960
  Operating income/(loss)     79,372     4,985     40,373     (41,204 )