Under Armour is paying $434M to settle allegations that it duped investors
Under Armour has two weeks to pay $434 million into an escrow account, the fund to repay potentially thousands of stockholders who lost money from the company's alleged scheme to mask declining sales.
U.S. District Judge Richard D. Bennett approved the historic settlement during a hearing Thursday. His order concludes seven years of litigation between investors and the Baltimore-based sports apparel giant.
"It will go down as a top-50 securities fraud settlement ever in the United States," investors' attorney Robert Henssler Jr. told the judge. "This result is nothing short of historic."
The amount also ranks as the second-largest securities settlement ever in Maryland, investors' attorneys told the judge.
The settlement terms also include provisions that block CEO Kevin Plank from the sweeping authority he once exerted over the company. Plank served as both CEO and chairman of the board of directors for 23 years. The company began to operate with a separate chairman and CEO in 2020. The settlement requires those jobs to continue as separate for at least three years.
And the settlement sets performance-based vesting conditions on stock held by Plank as well as the company's chief financial officer and chief legal officer.
The agreement was publicly announced last June on the eve of a jury trial in the class-action lawsuit. It required the judge's approval, which he gave Thursday.
Attorneys for Under Armour told the judge that the company maintains that it did nothing wrong and settled solely to avoid the cost and distraction of continued litigation. Plank has no personal liability to pay any portion of the $434 million, the judge noted.
The settlement was approved even as Under Armour's stock price soared Thursday following the release of quarterly earnings that show the company beating forecasts. The company expects its operating loss for the fiscal year to be $176 million to $196 million, down from the previous forecast of a $220 million to $240 million loss.
Plank said on the morning earnings call that the company would begin moving into its new, global headquarters in South Baltimore next week. Approximately 1,500 Under Armour employees are expected to work there.
Beginning with an initial public offering in 2005, Under Armour enticed investors by reporting 26 consecutive quarters with net revenue growth of greater than 20%. The streak became key to Under Armour's identity and Plank often spoke of the brand as a "growth company."
That streak, however, broke in 2017. Under Armour reported quarterly revenues lower than expected, and the chief finance officer suddenly resigned. Shares plunged by about 25%.
Investors filed a class-action lawsuit against the company, accusing Plank and other executives of manipulating sales figures to inflate revenues. Those tactics kept the streak going well after key sales in North America slumped, according to the lawsuit.
A Securities and Exchange Commission investigation echoed the allegations and accused Under Armour of misleading investors about quarterly revenues. Under Armour agreed to pay $9 million to settle those charges. The company admitted no wrongdoing.
Under Armour leaders allegedly offered discounts and incentives to entice big customers to accept orders in earlier quarters. Known as "pull-forwards," the tactic allowed executives to prop up current quarters with future sales, masking a declining demand for Under Armour T-shirts, shorts and shoes in North America, investors alleged in the lawsuit.
"Not only did defendants conceal the pull forward scheme from investors, but they also hid it from PwC [PricewaterhouseCoopers LLP], UA's outside auditor," investors' attorneys wrote in court documents. "UA executives even secretly doctored a report that went to PwC, deleting the phrase 'pull forward,' and replacing it with the euphemistic 'customer requested early shipments..'"
The attorneys also wrote, "Plank admitted internally that UA was 'guilty' of doing pull forwards and that the pull forwards were not 'healthy' and a 'bubble.'"
Plank did not attend Thursday's settlement hearing. He stepped down as CEO in late 2019 but returned last April to lead the company through its current turnaround.
Under Armour continues to embark on what Plank has called a "reset," as the brand works to reduce its products by about one-quarter and end its reliance on discounts.
On Thursday's earnings call, Plank said he wants to compete with other sports brands on "science and design," not price. And the company plans to pour money into marketing, telling athletes young and old how Under Armour's T-shirts, shorts and shoes will help them win.
"It's really about selling so much more of so much less," Plank told investors.
