NIKE 10-Q 2022-11-30

Filed 2023-01-05. 7 sections, 213K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

Commission File No. 1-10635

nke-20221130_g1.jpg

NIKE, Inc.

(Exact name of Registrant as specified in its charter)

Oregon93-0584541
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

One Bowerman Drive, Beaverton, Oregon 97005-6453

(Address of principal executive offices and zip code)

(503) 671-6453

(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Class B Common StockNKENew York Stock Exchange
(Title of each class)(Trading symbol)(Name of each exchange on which registered)
Indicate by check mark:YESNO
•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☐
•whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).þ☐
•whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerþAccelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐
•if an emerging growth company, 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.☐
•whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐þ
As of December 28, 2022, the number of shares of the Registrant's Common Stock outstanding were:
Class A304,897,252
Class B1,245,665,731
1,550,562,983

NIKE, INC.

FORM 10-Q

TABLE OF CONTENTS

PAGE
PART I - FINANCIAL INFORMATION1
ITEM 1.Financial Statements1
Unaudited Condensed Consolidated Statements of Income1
Unaudited Condensed Consolidated Statements of Comprehensive Income2
Unaudited Condensed Consolidated Balance Sheets3
Unaudited Condensed Consolidated Statements of Cash Flows4
Unaudited Condensed Consolidated Statements of Shareholders' Equity5
Notes to the Unaudited Condensed Consolidated Financial Statements7
ITEM 2.Management's Discussion and Analysis of Financial Condition and Results of Operations24
ITEM 3.Quantitative and Qualitative Disclosures about Market Risk43
ITEM 4.Controls and Procedures43
PART II - OTHER INFORMATION45
ITEM 1.Legal Proceedings45
ITEM 1A.Risk Factors45
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds46
ITEM 6.Exhibits47
Signatures48

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED NOVEMBER 30,SIX MONTHS ENDED NOVEMBER 30,
(In millions, except per share data)2022202120222021
Revenues$13,315$11,357$26,002$23,605
Cost of sales7,6046,14414,67612,696
Gross profit5,7115,21311,32610,909
Demand creation expense1,1021,0172,0451,935
Operating overhead expense3,0222,7425,9995,396
Total selling and administrative expense4,1243,7598,0447,331
Interest expense (income), net165529112
Other (income) expense, net(79)(102)(225)(141)
Income before income taxes1,6501,5013,4783,607
Income tax expense319164679396
NET INCOME$1,331$1,337$2,799$3,211
Earnings per common share:
Basic$0.85$0.84$1.79$2.03
Diluted$0.85$0.83$1.77$1.98
Weighted average common shares outstanding:
Basic1,559.01,582.41,563.11,582.2
Diluted1,572.41,617.41,579.11,618.5

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED NOVEMBER 30,SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions)2022202120222021
Net income$1,331$1,337$2,799$3,211
Other comprehensive income (loss), net of tax:
Change in net foreign currency translation adjustment354(155)128(283)
Change in net gains (losses) on cash flow hedges(401)366154804
Change in net gains (losses) on other(30)1(41)4
Total other comprehensive income (loss), net of tax(77)212241525
TOTAL COMPREHENSIVE INCOME$1,254$1,549$3,040$3,736

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

NOVEMBER 30,MAY 31,
(In millions)20222022
ASSETS
Current assets:
Cash and equivalents$6,490$8,574
Short-term investments4,1314,423
Accounts receivable, net5,4374,667
Inventories9,3268,420
Prepaid expenses and other current assets2,0632,129
Total current assets27,44728,213
Property, plant and equipment, net4,8544,791
Operating lease right-of-use assets, net2,8092,926
Identifiable intangible assets, net280286
Goodwill281284
Deferred income taxes and other assets3,9763,821
TOTAL ASSETS$39,647$40,321
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt$500$500
Notes payable710
Accounts payable2,8103,358
Current portion of operating lease liabilities426420
Accrued liabilities6,0206,220
Income taxes payable436222
Total current liabilities10,19910,730
Long-term debt8,9248,920
Operating lease liabilities2,6682,777
Deferred income taxes and other liabilities2,5842,613
Commitments and contingencies (Note 12)
Redeemable preferred stock——
Shareholders' equity:
Common stock at stated value:
Class A convertible — 305 and 305 shares outstanding——
Class B — 1,245 and 1,266 shares outstanding33
Capital in excess of stated value11,85111,484
Accumulated other comprehensive income (loss)559318
Retained earnings2,8593,476
Total shareholders' equity15,27215,281
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$39,647$40,321

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions)20222021
Cash provided (used) by operations:
Net income$2,799$3,211
Adjustments to reconcile net income to net cash provided (used) by operations:
Depreciation342358
Deferred income taxes(150)(222)
Stock-based compensation364306
Amortization, impairment and other1373
Net foreign currency adjustments(125)48
Changes in certain working capital components and other assets and liabilities:
(Increase) decrease in accounts receivable(878)543
(Increase) decrease in inventories(948)268
(Increase) decrease in prepaid expenses, operating lease right-of-use assets and o

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

NIKE designs, develops, markets and sells athletic footwear, apparel, equipment, accessories and services worldwide. We are the largest seller of athletic footwear and apparel in the world. We sell our products through NIKE Direct operations, which is comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital"), to retail accounts and to a mix of independent distributors, licensees and sales representatives in virtually all countries around the world. Our goal is to deliver value to our shareholders by building a profitable global portfolio of branded footwear, apparel, equipment and accessories businesses. Our strategy is to achieve long-term revenue growth by creating innovative, “must-have” products, building deep personal consumer connections with our brands and delivering compelling consumer experiences through digital platforms and at retail.

Through the Consumer Direct Acceleration, we are focusing on creating the marketplace of the future through more premium, consistent and seamless consumer experiences, leading with digital and our owned stores, as well as select wholesale partners that share our marketplace vision. Over the last several years, as we have executed against the Consumer Direct Acceleration, we have grown our NIKE Direct revenues to be approximately 43% and 42% of total NIKE Brand revenues for the second quarter and first six months of fiscal 2023, respectively, and we have reduced the number of wholesale accounts globally. Additionally, we have aligned our product creation and category organizations around a new consumer construct focused on Men’s, Women’s and Kids’ and continue to invest in data and analytics, demand sensing, insight gathering, inventory management and other areas to create an end-to-end technology foundation, which we expect will further accelerate our digital transformation. We believe this unified approach will accelerate growth and unlock more efficiency for our business, while driving speed and responsiveness as we serve consumers globally.

CURRENT ECONOMIC CONDITIONS AND MARKET DYNAMICS

Ongoing supply chain challenges, macroeconomic conditions and the COVID-19 pandemic continue to create volatility in our business results and operations globally.

Our second quarter and first six months of fiscal 2023 Revenues increased 17% and 10%, respectively, due to strong demand for our product and more product available to meet this demand compared to the prior fiscal year, which was impacted by temporary factory closures due to COVID-19 and extended inventory transit times.

During the first quarter of fiscal 2023, inventory transit times rapidly improved compared to fiscal 2022, and seasonal inventory that was ordered based on the extended transit times, arrived earlier than planned leading to elevated levels of inventory at the end of the first quarter of fiscal 2023.

During the second quarter of fiscal 2023 we made progress on normalizing our inventory levels, as Inventories decreased 3% compared to the first quarter of fiscal 2023 as a result of strong demand for our product across our wholesale and direct to consumer channels, and increased promotional activity, specifically in apparel in North America.

The marketplace remains promotional, and gross margin for the second quarter and first six months of fiscal 2023 was negatively impacted by high levels of promotional activity to sell excess inventory and create capacity in the marketplace for new seasonally relevant product. We have also adjusted our inventory purchases for the remainder of fiscal 2023 as we continue to prioritize reducing excess inventory in the marketplace across our geographies.

Additionally, gross margin continues to be negatively impacted by unfavorable fluctuations in net foreign currency exchange rates, elevated freight and logistics costs as well as higher product input costs, including materials and labor. Strategic pricing increases partially offset the negative impacts on gross margin for the second quarter and first six months of fiscal 2023 which decreased 300 basis points and 260 basis points, respectively.

Most of our geographies are currently operating with little to no COVID-19 related disruptions. In Greater China however, we continue to experience a higher level of store closures and reduced traffic in our retail stores due to COVID-19 related disruptions. During the second quarter of fiscal 2023, we managed through a higher number of temporary store closures in Greater China primarily due to local government restrictions. Although these restrictions were lifted In December 2022, we expect the operating environment will remain volatile which could continue to cause disruptions to our operations.

We expect net unfavorable changes in foreign currency exchange rates, including hedges, will have a material negative impact on reported Revenues, gross margin and Income before income taxes for the remainder of fiscal 2023. Additionally, we expect the continued combination of elevated freight and logistics costs, increased product input costs and increased promotional activity, partially offset by strategic pricing increases, will have a negative impact on gross margin for the remainder of the fiscal year.

We also continue to closely monitor macroeconomic conditions, including consumer behavior and the potential impacts inflation could have on consumer demand for our product. While we believe our Consumer Direct Acceleration Strategy continues to drive our business toward our long-term financial goals, worsening macroeconomic conditions could affect our business, including, among other things, higher inventory levels in various markets, higher inventory obsolescence reserves, higher promotional activity, reduced demand for our products, reduced orders from our wholesale customers for our products and order cancellations. There could also be new or prolonged COVID-19 related restrictions or disruptions across our geographies. Any of these factors, among others, could have material adverse impacts on our revenue growth as well as overall profitability in future periods.

SECOND QUARTER OVERVIEW

For the second quarter of fiscal 2023, NIKE, Inc. Revenues increased 17% to $13.3 billion compared to the second quarter of fiscal 2022 and increased 27% on a currency-neutral basis. Net income was $1,331 million and diluted earnings per common share was $0.85 for the second quarter of fiscal 2023, compared to Net income of $1,337 million and diluted earnings per common share of $0.83 for the second quarter of fiscal 2022.

Income before income taxes increased 10% compared to the second quarter of fiscal 2022 due to higher revenues, partially offset by gross margin contraction and higher Selling and administrative expense. NIKE Brand revenues, which represent over 90% of NIKE, Inc. Revenues, increased 18% compared to the second quarter of fiscal 2022. On a currency-neutral basis, NIKE Brand revenues increased 28%, driven by higher revenues across all geographies, led by increases in North America and EMEA. Additionally, NIKE Brand currency-neutral revenues were higher across footwear and apparel, as well as Men's, the Jordan Brand, Women's and Kids'. Revenues for Converse increased 5% and 12% compared to the second quarter of fiscal 2022, on a reported and currency-neutral basis, respectively, led by strong performance in North America, licensee markets and Western Europe, partially offset by declines in Asia.

Our effective tax rate was 19.3% for the second quarter of fiscal 2023, compared to 10.9% for the second quarter of fiscal 2022, due to decreased benefits from stock-based compensation and a shift in our earnings mix.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that includes, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes from the information previously reported under Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2022.

Item 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Securities Exchange Act of 1934, as amended ("the Exchange Act") reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carry out a variety of ongoing procedures, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of November 30, 2022.

We are continuing several transformation initiatives to centralize and simplify our business processes and systems. These are long-term initiatives, which we believe will enhance our internal control over financial reporting due to increased automation and further integration of related processes. We will continue to monitor our internal control over financial reporting for effectiveness throughout these transformation initiatives.

There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND ANALYST REPORTS

Certain written and oral statements, other than purely historic information, including estimates, projections, statements relating to NIKE’s business plans, objectives and expected operating or financial results and the assumptions upon which those statements are based, made or incorporated by reference from time to time by NIKE or its representatives in this report, other reports, filings with the SEC, press releases, conferences or otherwise, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,” “will be,” “will continue,” “will likely result” or words or phrases of similar meaning. Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed by NIKE with the SEC, including reports filed on Forms 8-K, 10-Q and 10-K, and include, among others, the following: health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic; international, national and local political, civil, economic and market conditions; the size and growth of the overall athletic or leisure footwear, apparel and equipment markets; intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear, apparel and equipment for consumers and endorsers; demographic changes; changes in consumer preferences; popularity of particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or forecasting changes in consumer preferences, consumer demand for NIKE products and the various market factors described above; our ability to execute on our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings; difficulties in implementing, operating and maintaining NIKE’s increasingly complex information technology systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control; interruptions in data and information technology systems; consumer data security; fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, and discounts, order cancellations and returns; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE’s products; increases in the cost of materials, labor and energy used to manufacture products; new product development and introduction; the ability to secure and protect trademarks, patents and other intellectual property; product performance and quality; customer service; adverse publicity and an inability to maintain NIKE's reputation and brand image, including without limitation, through social media or in connection with brand damaging events; the loss of significant customers or suppliers; dependence on distributors and licensees; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increases in borrowing costs due to any decline in NIKE’s debt ratings; changes in business strategy or development plans; general risks associated with doing business outside of the United States, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, sanctions, political and economic instability, conflicts and terrorism; the potential impact of new and existing laws, regulations or policy, including, without limitation, tariffs, import/export, trade, wage and hour or labor and immigration regulations or policies; changes in government regulations; the impact of, including business and legal developments relating to, climate change, extreme weather conditions and natural disasters; litigation, regulatory proceedings, sanctions or any other claims asserted against NIKE; the ability to attract and retain qualified employees, and any negative public perception with respect to key personnel or our corporate culture, values or purpose; the effects of NIKE’s decision to invest in or divest of businesses or capabilities and other factors referenced or incorporated by reference in this report and other reports.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments with respect to the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2022.

Item 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In June 2022, the Board of Directors approved a four-year, $18 billion share repurchase program. As of November 30, 2022, the Company had repurchased 19.0 million shares at an average price of $99.28 per share for a total approximate cost of $1.9 billion under the program.

All share repurchases were made under NIKE's publicly announced program, and there are no other programs under which the Company repurchases shares. The following table presents a summary of share repurchases made during the quarter ended November 30, 2022:

PERIODTOTAL NUMBER OF SHARES PURCHASEDAVERAGE PRICE PAID PER SHAREAPPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLAN OR PROGRAM (IN MILLIONS)
September 1 - September 30, 20223,280,909$102.26$17,383
October 1 - October 31, 20225,602,879$89.77$16,880
November 1 - November 30, 20227,631,068$100.65$16,112
16,514,856$97.28

Item 6. EXHIBITS

(a) EXHIBITS:

3.Exhibits:
3.1Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2015).
3.2Fifth Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed June 19, 2020).
4.1Restated Articles of Incorporation, as amended (see Exhibit 3.1).
4.2Fifth Restated Bylaws, as amended (see Exhibit 3.2).
10.1NIKE, Inc. Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 14, 2022).
31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1†Section 1350 Certificate of Chief Executive Officer.
32.2†Section 1350 Certificate of Chief Financial Officer.
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† Furnished herewith

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.

NIKE, INC. an Oregon Corporation
By:/s/ MATTHEW FRIEND Matthew Friend Chief Financial Officer and Authorized Officer
Date:January 5, 2023