UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
-----------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE
- --- ACT OF 1934
For the transition period from ______________ to ______________
COLUMBIA SPORTSWEAR COMPANY
(Exact name of registrant as specified in its charter)
Oregon 0-23939 93-0498284
- --------------------------------------------------------------------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation Number)
or organization)
6600 North Baltimore Portland, Oregon 97203
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(503) 286-3676
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
The number of shares of Common Stock outstanding on August 14, 1998, was
25,246,753.
COLUMBIA SPORTSWEAR COMPANY
JUNE 30, 1998
INDEX TO FORM 10-Q
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1 - Financial Statements - Columbia Sportswear Company (Unaudited)
Condensed Consolidated Balance Sheets............................ 2
Condensed Consolidated Statements of Operations.................. 3
Condensed Consolidated Statements of Cash Flows.................. 4
Notes to Condensed Consolidated Financial Statements............. 5
ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 7
ITEM 3 - Quantitative and Qualitative Disclosures about
Market Risk..................................................10
PART II. OTHER INFORMATION
ITEM 6 - Exhibits and Reports on Form 8-K.............................11
SIGNATURES ...........................................................12
1
ITEM 1 - Financial Statements
COLUMBIA SPORTSWEAR COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
June 30,1998 December 31,1997
---------------- ----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 5,167 $ 4,001
Accounts receivable, net of allowance of $2,897 and
$2,461, respectively 71,363 76,086
Inventories (Note 2) 108,759 48,300
Deferred tax asset (Note 3) 10,200 -
Prepaid expenses and other current assets 1,631 2,430
---------------- ----------------
Total current assets 197,120 130,817
Property, plant, and equipment, net 54,432 35,277
Intangibles and other assets 3,516 8,383
---------------- ----------------
Total assets $ 255,068 $ 174,477
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 50,536 $ 20,427
Accounts payable 56,855 21,765
Accrued liabilities 12,933 12,899
Current portion of long-term debt 161 154
Distribution payable - 5,866
---------------- ----------------
Total current liabilities 120,485 61,111
Long-term debt 2,748 2,831
Deferred tax liability (Note 3) 5,700 -
---------------- ----------------
Total liabilities 128,933 63,942
Shareholders' Equity:
Preferred stock; 10,000 shares authorized; none
issued and outstanding - -
Common stock; 50,000 shares authorized; issued
and outstanding 25,243, and 18,792 124,869 17,886
Retained earnings 9,470 101,805
Accumulated foreign currency translation adjustment (3,338) (3,806)
Unearned portion of restricted stock issued for future
services (4,866) (5,350)
---------------- ----------------
Total shareholders' equity 126,135 110,535
---------------- ----------------
Total liabilities and shareholders' equity $ 255,068 $ 174,477
================ ================
See accompanying notes to condensed consolidated financial statements
2
COLUMBIA SPORTSWEAR COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
---------------------------- ----------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
Net sales $ 67,177 $ 49,695 $ 142,115 $ 104,190
Cost of sales 38,794 28,072 84,795 61,815
------------ ------------ ------------ ------------
Gross profit 28,383 21,623 57,320 42,375
Selling, general, and administrative 26,647 22,475 54,977 44,358
------------ ------------ ------------ ------------
Income (loss) from operations 1,736 (852) 2,343 (1,983)
Interest expense, net 784 714 1,222 1,014
------------ ------------ ------------ ------------
Income (loss) before income tax 952 (1,566) 1,121 (2,997)
Income tax expense (benefit) (Note 3) 388 (261) (1,544) (272)
------------ ------------ ------------ ------------
Net income (loss) (Note 5) $ 564 $ (1,305) $ 2,665 $ (2,725)
============ ============ ============ ============
Net income (loss) per share (Note 4):
Basic $ 0.02 $ (0.07) $ 0.12 $ (0.15)
Diluted $ 0.02 $ (0.07) $ 0.12 $ (0.15)
Weighted average shares outstanding :
Basic 25,236 18,792 22,205 18,792
Diluted 25,622 18,792 22,590 18,792
See accompanying notes to condensed consolidated financial statements
3
COLUMBIA SPORTSWEAR COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,
-------------------------------------
1998 1997
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $ 2,665 $ (2,725)
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization 3,668 3,442
Non-cash compensation 485 485
Gain (loss) on disposal of property, plant, and equipment 41 (2)
Deferred income tax provision (4,500) -
Changes in operating assets and liabilities:
Accounts receivable 4,226 5,720
Inventories (60,370) (49,182)
Prepaid expenses and other current assets (553) 32
Intangibles and other assets (908) (2,720)
Accounts payable 35,446 20,778
Accrued liabilities 179 (2,237)
------------- -------------
Net cash used in operating activities (19,621) (26,409)
------------- -------------
CASH FLOW FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment (22,529) (5,709)
Proceeds from sale of property, plant, and equipment 98 29
Maturity of short-term investments - 815
------------- -------------
Net cash used in investing activities (22,431) (4,865)
------------- -------------
CASH FLOW FROM FINANCING ACTIVITIES:
Net borrowings on notes payable 30,290 31,458
Repayments on long-term debt (76) (65)
Proceeds from options exercised 102 -
Proceeds from initial public offering 107,934 -
Distributions paid to shareholders (95,128) (132)
------------- -------------
Net cash provided by financing activities 43,122 31,261
------------- -------------
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH 96 (135)
------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 1,166 (148)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,001 3,283
============= =============
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,167 $ 3,135
============= =============
See accompanying notes to condensed consolidated financial statements
4
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been prepared
by the management of Columbia Sportswear Company the ("Company") and in the
opinion of management contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the Company's financial
position as of June 30, 1998, and the results of operations for the three months
ended and the six months ended June 30, 1998 and 1997 and cash flows for the six
months ended June 30, 1998 and 1997. It should be understood that accounting
measurements at interim dates inherently involve greater reliance on estimates
than at year end. The results of operations for the three months and six months
ended June 30, 1998 are not necessarily indicative of the results to be expected
for the full year.
The accompanying financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Company's final
prospectus, which forms part of the registration statement on Form S-1 (file no.
333-43199) filed in connection with the Company's initial public offering of
6,440,000 shares (including an over-allotment option of 840,000 shares) of its
Common Stock (the "IPO").
NOTE 2. INVENTORIES
Inventories consist of the following (in thousands):
June 30, 1998 December 31, 1997
----------------- -----------------
Raw Materials $ 5,675 $ 4,565
Work In process 16,162 7,637
Finished goods 86,922 36,098
----------------- -----------------
$ 108,759 $ 48,300
================= =================
NOTE 3. INCOME TAXES
The condensed consolidated statement of operations reflects adjustments for
income taxes based upon income before provision for income taxes as if the
Company had been subject to additional federal and state income taxes based upon
an effective tax rate of 40% and 40.8% for the three month period ended March 31
and June 30, 1998, respectively. Net income tax expense for the three months
ended June 30, 1998 was $388,000.
In accordance with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" , the Company recorded a net deferred tax asset of
$2,000,000 for cumulative temporary differences between financial statement and
income tax bases of the Company's assets and liabilities by recording a benefit
for such deferred tax assets in its condensed consolidated statement of
operations on March 26, 1998, the termination date of the S corporation (the
"Termination Date"). Such deferred tax assets are based on the cumulative
temporary difference upon the conversion from an S corporation to a C
corporation on the Termination Date.
Deferred income taxes arise from temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. During the three months ended June 30,
1998 the Company recorded a net change in these temporary differences of
$2,500,000, resulting in a net deferred tax asset of $4,500,000. The net
deferred tax asset consists of a current asset of $10,200,000 and a non-current
liability of $5,700,000 at June 30, 1998.
5
NOTE 4. EARNINGS PER SHARE
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
requires dual presentation of basic and diluted earnings per share ("EPS").
Basic EPS is based on the weighted average number of common shares outstanding.
Diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common
stock.
There were no adjustments to net income in computing diluted earnings per share
for the three months ended June 30, 1998 and 1997. A reconciliation of the
common shares used in the denominator for computing basic and diluted earnings
per share is as follows:
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
Weighted average common shares outstanding, used in
computing basic earnings per share 25,236 18,792 22,205 18,792
Effect of dilutive stock options 386 - 385 -
---------- ---------- ---------- ----------
Weighted-average common shares outstanding, used in
computing diluted earnings per share 25,622 18,792 22,590 18,792
========== ========== ========== ==========
Earnings (loss) per share of common stock - basic and
diluted $ 0.02 $ (0.07) $ 0.12 $ (0.15)
On May 11,1998 the Company granted 455,000 stock options to employees under the
1997 stock incentive plan and 10,500 non-qualified stock options to the
Company's non-employee directors at an exercise price of $19.625.
NOTE 5. COMPREHENSIVE INCOME
On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income". The schedule detailing the
components of comprehensive income is as follows:
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
Net income (loss) $ 564 $ (1,305) $ 2,665 $ (2,725)
Foreign currency translation adjustments (25) (177) 468 (959)
---------- ---------- ---------- ----------
Comprehensive income (loss) $ 539 $ (1,482) $ 3,133 $ (3,684)
========== ========== ========== ==========
NOTE 6. NEW ACCOUNTING PRONOUNCEMENTS
During 1997, the FASB issued Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information".
Adoption of this statement will not impact the Company's consolidated financial
position, results of operations or cash flows, and will be limited to the form
and content of its disclosures. This statement is effective for fiscal years
beginning after December 15, 1997. Management has not yet determined which
operating segments it will disclose.
During 1998, the FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities ". This
statement is effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. The Company has not yet determined the impact of SFAS No.
133 on its financial statements.
6
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward Looking Statements
The statements in this report concerning certain expected future expenses as a
percentage of net sales, future financing and working capital requirements, and
the Year 2000 issue constitute forward - looking statements that are subject to
risks and uncertainties. Factors that could adversely affect selling, general
and administrative expense as a percentage of net sales include, but are not
limited to, increased competitive factors (including increased competition, new
product offerings by competitors and price pressures), unfavorable seasonal
differences in sales volume, changes in consumer preferences, an inability to
increase sales to department stores or to open and operate new concept shops on
favorable terms, a failure to manage growth effectively (including timely
implementation of the Company's enterprise system and expansion of its
distribution center) and unavailability of independent manufacturing, labor or
supplies at reasonable prices, as well as unfavorable business conditions and
disruptions in the outerwear, sportswear and rugged footwear industries and
general economy. Factors that could materially affect future financing
requirements include, but are not limited to, the ability to obtain additional
financing on acceptable terms and greater than expected S corporation dividends.
Factors that could materially affect future working capital requirements
include, but are not limited to, the industry factors and general business
conditions noted above. Factors that could materially affect the Year 2000 issue
include, but are not limited to, unanticipated costs associated with any
required modifications to the Company's computer systems and associated
software.
Results of Operations
Three Months Ended June 30,1998 Compared to Three Months Ended June 30,1997
Net sales: Net sales increased 35.2% to $67.2 million for the three month period
ended June 30, 1998 from $49.7 million for the comparable period in 1997.
Domestic sales increased 34.6% to $55.6 million for the three month period ended
June 30, 1998 from $41.3 million for the comparable period in 1997. Net
international sales, excluding Canada, increased 49.0% to $7.3 million for the
three month period ended June 30, 1998 from $4.9 million for the comparable
period in 1997. Canadian sales grew 23.5% to $4.2 million for the three month
period ended June 30, 1998 from $3.4 million compared to the same period in
1997. These increases were attributable primarily to increased sales of spring
sportswear units and more timely shipments of domestic fall products.
Gross Profit: Gross profit as a percentage of net sales was 42.3% for the three
months ended June 30, 1998 compared to 43.5% for the comparable period in 1997.
The decrease in gross margin primarily was due to increased domestic sales of
spring close-out products during the three months ended June 30, 1998.
Selling, General and Administrative Expense: Selling, general, and
administrative expense increased 18.7% to $26.7 million for the three months
ended June 30, 1998 from $22.5 million for the comparable period in 1997,
primarily as a result of an increase in variable selling and operating expenses
to support both the higher level of sales and continued investment in
operational infrastructure. As a percentage of sales, selling, general, and
administrative expenses decreased to 39.7% for the three months ended June 30,
1998 from 45.2% for the comparable period in 1997, reflecting the Company's
operating expense leverage. The Company believes that it will be able to
continue to leverage selling, general, and administrative expense as a
percentage of sales as its international operations become more established and
its sportswear and footwear sales expand.
Interest Expense: Interest expense increased by 9.8% for the three months ended
June 30, 1998 from the comparable period in 1997. The increase was attributable
to additional borrowing requirements for working capital needed to fund the
growth in sales activity for the three months ended June 30, 1998.
7
Six Months Ended June 30,1998 Compared to Six Months Ended June 30,1997
Net sales: Net sales increased 36.4% to $142.1 million for the six month period
ended June 30, 1998 from $104.2 million for the comparable period in 1997.
Domestic sales increased 38.6% to $115.6 million for the six month period ended
June 30, 1998 from $83.4 million for the comparable period in 1997. Net
international sales, excluding Canada, increased 33.1% to $17.7 million for the
six month period ended June 30, 1998 from $13.3 million for the comparable
period in 1997. Canadian sales grew 17.3% to $8.8 million for the six month
period ended June 30, 1998 from $7.5 million compared to the same period in
1997. These increases were attributable primarily to increased sales of
carryover fall and current year spring sportswear units and more timely second
quarter shipments of domestic fall products.
Gross Profit: Gross profit as a percentage of net sales was 40.3% for the six
months ended June 30, 1998 compared to 40.7% for the comparable period in 1997.
The decrease in gross margin was due to increased domestic sales of spring
close-out products during the six months ended June 30, 1998.
Selling, General and Administrative Expense: Selling, general, and
administrative expense increased 23.9% to $55.0 million for the six months ended
June 30, 1998 from $44.4 million for the comparable period in 1997, primarily as
a result of an increase in variable selling and operating expenses to support
both the higher level of sales and continued investment in operational
infrastructure. As a percentage of sales, selling, general, and administrative
expenses decreased to 38.7% for the six months ended June 30, 1998 from 42.6%
for the comparable period in 1997, reflecting the Company's operating expense
leverage. The Company believes that it will be able to continue to leverage
selling, general, and administrative as a percentage of sales as its
international operations become more established and its sportswear and footwear
sales expand.
Interest Expense: Interest expense increased by 20.5% for the six months ended
June 30, 1998 from the comparable period in 1997. The increase was attributable
to additional borrowing requirements for working capital needed to fund the
growth in sales activity for the six months ended June 30, 1998.
Provision For Income Taxes: Income tax expense for the six months ended June 30,
1998 includes a deferred income tax benefit of $2.0 million as a result of the
conversion to C corporate status in connection with the initial public offering.
Liquidity and Capital Resources
The Company financed its operations in the six months ended June 30, 1998
primarily through net borrowings on notes payable and net proceeds from the
Company's initial public offering after distributions to shareholders. At June
30, 1998, the Company had total cash equivalents of $5.2 million compared to
$3.1 million at June 30, 1997. Cash used in operating activities was $19.6
million for the six months ended June 30, 1998 and $26.4 million for the
comparable period in 1997. This decrease was primarily due to an increase in
accounts payable offset by an increase in inventory.
The Company's primary capital requirements are for working capital, investing
activities associated with expansion of its distribution center, systems
development and general corporate needs. Net cash used in investing activities
was $22.4 million for the six months ended June 30, 1998 and $4.9 million for
the comparable period in 1997.
Cash provided by financing activities was $43.1 million for the six months ended
June 30, 1998 and $31.3 for the comparable period in 1997. The increase in net
cash provided from financing activities was primarily due to proceeds from the
Company's initial public offering net of distributions to shareholders and an
increase in net short term borrowings.
8
To fund its working capital requirements, the Company has an unsecured revolving
line of credit with seasonal limits ranging from $50 to $90 million with Wells
Fargo Bank, N.A. which expires June 30, 1999. As of June 30, 1998, $47.2 million
was outstanding under this line of credit bearing interest at a rate of 6.0% per
annum.
The Company is party to a Buying Agency Agreement with Nissho Iwai American
Corporation ("Nissho") pursuant to which Nissho provides the Company unsecured
credit, the amount of which varies annually at Nissho's discretion, and acts as
a buying agent on behalf of the Company. At June 30, 1998 the maximum amount
available under the Nissho Agreement was $120 million, which includes $70
million allowed under the credit line and amounts available for letters of
credit. The agreement expires September 30, 1998. As of June 30, 1998, $40.7
million was outstanding under the Company's line of credit with Nissho bearing
interest at a rate of 6.2% per annum. The Company expects to renew this line of
credit upon its expiration.
The Company maintains a credit agreement with The Hong Kong and Shanghai Banking
Corporation Limited for an uncommitted and unsecured line of credit with a
combined limit of $60 million. Within this limit, up to $45 million may be used
as an import line of credit for issuing documentary letters of credit and up to
$25 million may be used as a revolving line of credit for working capital. As of
June 30,1998, no amount was outstanding under the revolving line of credit.
Proceeds from the IPO net of underwriting discounts and commissions totaled
$107.9 million, of which an amount equal to the greater of $95 million or the
amount of the Company Subchapter S accumulated adjustments account as of the
Termination Date was declared as a dividend to shareholders of record on March
23, 1998. As of April 1, 1998, $95 million had been distributed to such
shareholders. The Company has not yet determined the final amount of the
Subchapter S accumulated adjustments account as of the Termination date, but
expects the account to amount to approximately $102 million. Any additional
dividend is not expected to significantly affect the Company's liquidity.
For the six months ended June 30, 1998, the Company expended approximately $22.5
million, excluding capitalized interest, on capital projects. In connection with
these capital projects, the Company has entered into a note purchase agreement.
Pursuant to the note purchase agreement, the Company issued senior promissory
notes in the aggregate principal amount of $25 million, bearing an interest rate
of 6.68% and maturing August 11, 2008. Proceeds from the notes will be used to
finance the expansion of the Company's distribution center in Portland, Oregon.
Up to an additional $15 million in shelf notes may be issued under the note
purchase agreement. The Company believes that its liquidity requirements for the
next 12 months and beyond will be adequately covered by the IPO net proceeds,
short term arrangements and the proceeds from the senior notes.
Year 2000 Compliance
The Company has made extensive efforts over the past several years to upgrade or
replace all enterprise level software and hardware platforms. A part of the
selection criteria for new software and hardware systems were global software
support and Year 2000 compliance. The Company is expending capital for new
enterprise management information systems, expected to be fully operational by
late 1998, which will address the Year 2000 issue on all core Company business
systems. These include, but are not limited to, financial, manufacturing and
inventory management, distribution, and sales order processing applications. The
Company has other ancillary systems such as sales reporting, product
development, retail, merchandising and design that are scheduled to be modified
as required to address Year 2000 issues in a timely fashion. Desktop
productivity systems, networking and communications are also integral to the
Company's operations and have been surveyed for Year 2000 compliance.
Non-compliant components and software have been identified and are scheduled for
replacement or upgrade where necessary by mid-1999. Non-Information Technology
systems such as Company-owned manufacturing equipment, office equipment and
local office telephone systems are being assessed for related Year 2000 risks.
The Company conducts business with several customers via Electronic Data
Interchange (EDI) and will implement and test Year 2000 compliant standards and
software to ensure uninterrupted service. The majority of the Company's product
9
sourcing is performed through independent manufacturers primarily in Southeast
Asia. Although analyses are underway, an initial review of these facilities
indicates that most operations and business processes are manual in nature and,
consequently, the Company does not expect the Year 2000 issue will impact its
ability to effectively source its products.
The Company's enterprise management information systems were implemented
primarily to improve its business processes rather than solely to address Year
2000 compliance issues. The costs associated with bringing the Company's
ancillary, desktop productivity, networking, communication and non-IT systems
into Year 2000 compliance are being assessed; however, the Company does not
expect the aggregate of these costs will materially affect its liquidity and
capital resources.
The Company has undergone what it believes is a reasonable and thorough review
of Year 2000 issues on its operations, liquidity and financial condition and
identified the related issues and risks. As a result of this review, the Company
believes no identified issues or reasonably foreseeable circumstances should
have a material affect on the company.
The most likely issue facing the Company regarding Year 2000 compliance is the
inability of compliant software or systems to perform as intended. Although the
Company does not have a comprehensive contingency plan, it expects to apply its
own resources and the resources of system providers to solve these issues as
they are identified.
ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
10
PART II. OTHER INFORMATION
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Credit Agreement Extension between the Company and
Wells Fargo Bank National Association dated June 30,
1998
10.2 Second Amendment to Credit Agreement between the
Company and Wells Fargo Bank National Association
dated July 31, 1998
10.3 Note Purchase and Private Shelf Agreement between the
Company and The Prudential Insurance Company of America
and Pruco Life Insurance Company dated August 11, 1998
The following exhibits and schedules to the Note
Purchase and Private Shelf Agreement have been omitted
and will be provided to the Securities and Exchange
Commission upon request:
Purchaser Schedule
Schedule 8G - Agreements Restricting Debt
Schedule 10B - Subsidiary Restrictions
Exhibit A-1 - Form of Series A Note
Exhibit A-2 - Form of Shelf Note
Exhibit B - Company Funding Instruction Letter
Exhibit C - Form of Request for Purchase
Exhibit D - Form of Confirmation of Acceptance
Exhibit E-1 - Form of Opinion of Company's Counsel
Exhibit E-2 - Form of Opinion of Company's Counsel
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
11
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.
COLUMBIA SPORTSWEAR COMPANY
Date: August 13, 1998 PATRICK D. ANDERSON
-----------------------------------------
Patrick D. Anderson
Chief Financial Officer and Authorized
Officer
12
EXHIBIT INDEX
-------------
Exhibits
No. Description
- -------- -----------
10.1 Credit Agreement Extension between the Company and Wells Fargo
Bank National Association dated June 30, 1998
10.2 Second Amendment to Credit Agreement between the Company and
Wells Fargo Bank National Association dated July 31, 1998
10.3 Note Purchase and Private Shelf Agreement between the Company
and The Prudential Insurance Company of America and Pruco Life
Insurance Company dated August 11, 1998
The following exhibits and schedules to the Note Purchase and
Private Shelf Agreement have been omitted and will be provided
to the Securities and Exchange Commission upon request:
Purchaser Schedule
Schedule 8G - Agreements Restricting Debt
Schedule 10B - Subsidiary Restrictions
Exhibit A-1 - Form of Series A Note
Exhibit A-2 - Form of Shelf Note
Exhibit B - Company Funding Instruction Letter
Exhibit C - Form of Request for Purchase
Exhibit D - Form of Confirmation of Acceptance
Exhibit E-1 - Form of Opinion of Company's Counsel
Exhibit E-2 - Form of Opinion of Company's Counsel
27.1 Financial Data Schedule