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: June 1, 2007
Commission File No. 001-31463
DICKS SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
16-1241537 |
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.) |
|
|
|
300 Industry Drive, RIDC Park West,
|
|
15275 |
Pittsburgh, Pennsylvania
(Address of principal executive offices)
|
|
(Zip Code) |
(724) 273-3400
(Registrants telephone number, including area code)
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:
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13d-4(c) under the Exchange Act (17 CFR
240.13-4(c)) |
Item 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR
COMPLETED INTERIM REVIEW
(a) During the preparation of our quarterly report on Form 10-Q for the three months ended May 5,
2007, the management of Dicks Sporting Goods, Inc. (NYSE: DKS) (the Company) determined that due
to a mathematical error, the Company did not properly report in the Statements of Cash Flows tenant
allowances received from landlords for the construction of the Companys new stores during 2006.
This error resulted in a reduction of cash flows used in investing activities with an equal
off-setting reduction of cash flows provided by operating activities. In addition, the Company
determined that the classification of certain tenant allowances within the Statements of Cash Flows
for fiscal 2006 and fiscal 2005 should have been reported as changes in deferred construction
allowances to represent monies received by the Company as tenant allowances from landlords at
stores where the Company is not considered the owner during the construction period. As a result,
management concluded that the consolidated Statements of Cash Flows reported in the Companys Form
10-K filing for the year ended February 3, 2007, and the Form 10-Q filings for the three interim
quarters of fiscal year 2006 (collectively, the 2006 Reports) should be restated in order to
correct these errors. Management recommended and the Audit Committee of the Board of Directors
agreed at a meeting on June 1, 2007 that the previously reported results should be restated. The
restatements will be reflected in a Form 10-K/A for the year ended February 3, 2007 and Form
10-Q/As for the three interim quarters of fiscal year 2006, which the Company intends to file
substantially concurrently with this report. The previously filed Statements of Cash Flows in the
2006 Reports, as well as the related reports of the Companys current independent registered public
accounting firms, should no longer be relied upon.
Further, we have reclassified certain tenant allowances from increases or decreases in recoverable
costs from developed properties to other captions. As a result, capital expenditures now include
the Companys investment in stores where it is considered the owner during the construction period.
Proceeds from sale-leaseback transactions now include monies received by the Company for tenant
allowances from landlords at stores where the Company is considered the owner during the
construction period. The Company believes these changes enhance reporting of the Companys capital
expenditures. These elective changes are more fully described and set forth in the amended 2006
Reports.
The restatement and reclassifications discussed above will not change our previously reported
balance sheets or statements of operations, including net income, earnings per share or
stockholders equity.
Management and the Audit Committee discussed these matters with the Companys independent
registered public accounting firm, Deloitte & Touche LLP.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Attached as Exhibit 99.1 is a schedule which sets forth the line item changes in the
Statements of Cash Flows for the 2006 Reports, and a table that represents a
reconciliation of the Companys gross capital expenditures to its net capital expenditures.
This information, including exhibits attached hereto, shall not be deemed filed for purposes of
Section 18 of the Securities Act of 1934, as amended (the Exchange Act), or otherwise subject to
the liabilities of that section. This information shall not be deemed to be incorporated by
reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference to this Form 8-K in such a filing.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) |
|
The following exhibits are being furnished as part of this Form 8-K: |
|
|
|
Exhibit 99.1 |
|
Schedule of Cash Flow Statement Line Item Restatements
and Reconciliation of Gross Capital Expenditures to Net
Capital Expenditures
|