Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________

FORM 8-K

______________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2024

________________________________________________________________________________

UNDER ARMOUR, INC.

________________________________________________________________________________

Maryland

001-33202

52-1990078

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1020 Hull Street, Baltimore, Maryland

21230

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (410) 468-2512

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Class A Common Stock	UAA	New York Stock Exchange
Class C Common Stock	UA	New York Stock Exchange
(Title of each class)	(Trading Symbols)	(Name of each exchange on which registered)

________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 2.05. Costs Associated With Exit or Disposal Activities.

On September 9, 2024, Under Armour, Inc. (the “Company”) announced an update to its previously disclosed fiscal year 2025 restructuring plan designed to strengthen and support its financial and operational efficiencies. Previously, the Company expected to incur approximately $70 million to $90 million of estimated pre-tax restructuring and related charges in connection with its fiscal year 2025 restructuring plan. After further review, the Company has identified additional opportunities. On September 5, 2024, the Company’s Board of Directors approved a $70 million increase to the restructuring plan, resulting in a restructuring plan of approximately $140 million to $160 million of pre-tax restructuring and related charges to be incurred during fiscal years 2025 and 2026, including:

•Up to $75 million in cash-related charges, consisting of approximately $30 million in employee severance and benefits costs and $45 million related to various transformational initiatives and

•Up to $85 million in non-cash charges, including approximately $7 million in employee severance and benefits costs and $78 million in facility, software, and other asset-related charges and impairments.

Through the three months ended June 30, 2024, the Company had incurred approximately $34 million of restructuring and related charges ($19 million in cash and $15 million in non-cash). The Company anticipates approximately two-thirds of the remaining charges under the revised plan total will occur by the end of fiscal year 2025.

This disclosure contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements and include statements regarding anticipated charges and restructuring costs and the timing of these measures. These forward-looking statements are subject to risks, uncertainties, assumptions, and changes in circumstances that may cause the estimated future impact of these restructuring charges and costs to differ materially from the forward-looking statements. These risks include the Company’s ability to successfully execute its restructuring plan, higher than anticipated costs or delays in implementing the restructuring plan, and workforce attrition beyond planned restructuring-related reductions. Additional information regarding other factors that could cause the Company’s results to differ can be found in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, and the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024. The forward-looking statements in this disclosure reflect the Company’s views and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which this disclosure is made or to reflect the occurrence of unanticipated events.

Item 7.01. Regulation FD Disclosure.

On September 9, 2024, the Company issued a press release announcing an update to its fiscal year 2025 restructuring plan and its fiscal year 2025 outlook concerning specific financial measures. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit
99.1						Under Armour, Inc. press release dated September 9, 2024.
101						XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

UNDER ARMOUR, INC.

Date: September 9, 2024

By:

/s/ David E. Bergman

David E. Bergman

Chief Financial Officer

Exhibit 99.1

UNDER ARMOUR ANNOUNCES UPDATE TO ITS

RESTRUCTURING PLAN AND FISCAL 2025 OUTLOOK

BALTIMORE, Sept. 9, 2024 – Under Armour, Inc. (NYSE: UAA, UA) today announced an update to its Fiscal 2025 restructuring plan, including additional initiatives to optimize the company’s strategic supply chain capabilities and overall business performance.

Previously, the company expected to incur pre-tax restructuring and related charges of approximately $70 million to $90 million in connection with its Fiscal 2025 restructuring plan. Following further evaluation, the company has identified approximately $70 million of charges, largely related to the decision to exit one of its primary distribution facilities located in Rialto, California, by March 2026. Accordingly, it now expects approximately $140 million to $160 million of pre-tax restructuring and related charges to be incurred in Fiscal 2025 and Fiscal 2026, including:

•Up to $75 million in cash-related charges, consisting of approximately $30 million in employee severance and benefits costs and $45 million related to various transformational initiatives and

Through the three months ended June 30, 2024, the company had incurred approximately $34 million of restructuring and related charges ($19 million in cash and $15 million in non-cash). The company anticipates incurring approximately two-thirds of the charges under the revised total plan by the end of fiscal year 2025.

“We continue to proactively identify opportunities to optimize our business to help create a better and stronger Under Armour,” said Under Armour Chief Financial Officer David Bergman. “As we work to reconstitute our brand and increase our financial productivity over the long term – optimizing our supply-chain network will make us a more efficient, uncomplicated, and agile company.”

Updated Fiscal 2025 Outlook

Based on the expansion of the Fiscal 2025 restructuring plan range and the impacts related to fiscal 2025, the company updated the following expectations for its fiscal 2025 outlook:

•Operating loss is expected to be $220 to $240 million versus the previous expectation of $194 to $214 million. Excluding the mid-point of anticipated restructuring charges and the litigation reserve expense, adjusted operating income is expected to be $140 to $160 million.

•Diluted loss per share is expected to be $0.58 to $0.61 versus the previous expectation of $0.53 to $0.56, and adjusted diluted earnings per share are expected to be $0.19 to $0.22.

Non-GAAP Financial Information

This press release refers to "adjusted" forward-looking estimates of the company's results for its 2025 fiscal year ending March 31, 2025. References to adjusted financial measures exclude the company's litigation reserve expense, any gain or loss in connection with the sale of the MyFitnessPal platform, and the impact of the company's fiscal year 2025 restructuring plan and related charges and related tax effects. Management

believes these adjustments are not core to the company’s operations. The reconciliation of non-GAAP amounts to the most directly comparable financial measure calculated according to GAAP is presented in supplemental financial information furnished with this release. All per-share amounts are reported on a diluted basis. These supplemental non-GAAP financial measures should not be considered in isolation. They should be contemplated in addition to, and not as an alternative to, the company’s reported results prepared per GAAP. Additionally, the company’s non-GAAP financial information may not be comparable to similarly titled measures reported by other companies.

About Under Armour, Inc.

Under Armour, Inc., headquartered in Baltimore, Maryland, is a leading inventor, marketer, and distributor of branded athletic performance apparel, footwear, and accessories. Designed to empower human performance, Under Armour’s innovative products and experiences are engineered to make athletes better. For further information, please visit http://about.underarmour.com.

Forward-Looking Statements

Some of the statements contained in this press release constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts, such as statements regarding our restructuring efforts, including the scope of these restructuring efforts and the amount of potential charges and costs, the timing of these measures. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “outlook,” “potential” or the negative of these terms or other comparable terminology. The forward-looking statements in this press release reflect our current views about future events. They are subject to risks, uncertainties, assumptions, and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, activity levels, performance, or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by these forward-looking statements, including, but not limited to: changes in general economic or market conditions, including increasing inflation, that could affect overall consumer spending or our industry; increased competition causing us to lose market share or reduce the prices of our products or to increase our marketing efforts significantly; fluctuations in the costs of raw materials and commodities we use in our products and our supply chain (including labor); our ability to successfully execute our long-term strategies; our ability to effectively drive operational efficiency in our business; changes to the financial health of our customers; our ability to effectively develop and launch new, innovative and updated products; our ability to accurately forecast consumer shopping and engagement preferences and consumer demand for our products and manage our inventory in response to changing demands; our ability to successfully execute any potential restructuring plans and realize their expected benefits; loss of key customers, suppliers or manufacturers; our ability to further expand our business globally and to drive brand awareness and consumer acceptance of our products in other countries; our ability to manage the increasingly complex operations of our global business; the impact of global events beyond our control, including military conflicts; the impact of global or regional public health emergencies on our industry and our business, financial condition and results of operations, including impacts on the global supply chain; our ability to successfully manage or realize expected results from significant transactions and investments; our ability to effectively market and maintain a positive brand image; our ability to attract key talent and retain the services of our senior management and other key employees; our ability to effectively meet regulatory requirements and stakeholder expectations with respect to sustainability and social matters;

the availability, integration and effective operation of information systems and other technology, as well as any potential interruption of such systems or technology; any disruptions, delays or deficiencies in the design, implementation or application of our global operating and financial reporting information technology system; our ability to access capital and financing required to manage our business on terms acceptable to us; our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results; risks related to foreign currency exchange rate fluctuations; our ability to comply with existing trade and other regulations, and the potential impact of new trade, tariff and tax regulations on our profitability; risks related to data security or privacy breaches; and our potential exposure to and the financial impact of litigation and other proceedings. The forward-looking statements here reflect our views and assumptions only as of the date of this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect unanticipated events.

# # #


Under Armour Contacts:
Lance Allega
SVP, Investor Relations, Treasury and Corporate Development
(410) 246-6810

Under Armour, Inc.

Outlook for the Year Ended March 31, 2025

(Unaudited; in millions, except per share amounts)

The tables below present the reconciliation of the Company's fiscal 2025 outlook presented in accordance with GAAP to certain adjusted non-GAAP financial measures discussed in this press release. See "Non-GAAP Financial Information" above for further information regarding the Company's use of non-GAAP financial measures.

ADJUSTED OPERATING INCOME RECONCILIATION


(in millions)	Year Ending March 31, 2025
		Low end of estimate		High end of estimate
GAAP loss from operations		$	(240)	$	(220)
Add: Impact of litigation reserve		274		274
Add: Impact of charges under 2025 restructuring plan (1)		106		106
Adjusted income from operations		$	140	$	160

ADJUSTED DILUTED (LOSS) EARNINGS PER SHARE RECONCILIATION


	Year Ending March 31, 2025
		Low end of estimate		High end of estimate
GAAP diluted net loss per share		$	(0.61)	$	(0.58)
Add: Impact of litigation reserve		0.63		0.63
Add: Impact of charges under 2025 restructuring plan (1)		0.24		0.24
Add: Impact of provision for income taxes		(0.07)		(0.07)
Adjusted diluted net income per share		$	0.19	$	0.22

(1) The estimated fiscal 2025 impact of the restructuring plan presented above assumes the mid-point of the Company's estimated range of fiscal 2025 restructuring and related charges under the total plan of $140-160 million.

Cover	Sep. 05, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 05, 2024
Entity Registrant Name	UNDER ARMOUR, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-33202
Entity Tax Identification Number	52-1990078
Entity Address, Address Line One	1020 Hull Street
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21230
City Area Code	410
Local Phone Number	468-2512
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001336917
Class A Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	UAA
Security Exchange Name	NYSE
Class C Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class C Common Stock
Trading Symbol	UA
Security Exchange Name	NYSE