Under Armour to pay $9M to settle SEC accounting probe

According to the SEC’s order, when Under Armour’s revenue forecasts for the third and fourth quarters of 2015 indicated shortfalls from analyst estimates, the company began to “pull forward existing orders that customers had requested be shipped in future quarters that could be completed in the current quarter to close the gap.”

Under Armour allegedly engaged in these “pull forward” practices for six consecutive quarters, beginning in the third quarter of 2015. The value the company pulled forward totaled approximately $408 million, according to the SEC.

“Under Armour misleadingly attributed its revenue growth during this period to various factors without disclosing to investors material information about the impacts of its pull forward practices,” the SEC stated.

The order finds Under Armour “failed to disclose that its increasing reliance on pull forwards raised significant uncertainty as to whether the company would meet its revenue guidance in future quarters” and that “by using these undisclosed pull forwards, Under Armour was able to meet analysts’ revenue estimates.”

Compliance message: “When public companies describe how they achieved financial results, they must not misstate any information that is material to investors,” said Kurt Gottschall, director of the SEC’s Denver Regional Office, in a press release. “By using pull forwards for several consecutive quarters to meet analysts’ revenue targets while attributing its revenue growth to other factors, Under Armour created a misleading picture of the drivers of its financial results and concealed known uncertainties concerning its business.”

The SEC order finds Under Armour violated the anti-fraud provisions of Section 17(a)(2) and (3) of the Securities Act of 1933, as well as certain reporting provisions of the federal securities laws.

Response: Under Armour neither admitted nor denied the findings. The company acknowledged the agreement in a press release, adding the settlement “relates to the Company’s disclosures and does not include any allegations from the SEC that sales during these periods did not comply with generally accepted accounting principles.”

Under Armour also said all outstanding SEC claims have been resolved and none of its executives are expected to face enforcement actions in relation to the case. The company’s executive chairman and chief financial officer previously received Wells Notices from the SEC that indicated they might also be penalized.

Under Armour said it is cooperating with a Department of Justice investigation into the matter, though the DOJ hasn’t requested additional information since the second quarter of 2020.