DICK'S SPORTING GOODS, INC. 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
|
|
þ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended May 5, 2007
OR
|
|
|
o |
|
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. 001-31463
DICKS SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
16-1241537 |
(State or Other Jurisdiction of
|
|
(I.R.S. Employer |
incorporation or Organization)
|
|
Identification No.) |
300 Industry Drive, RIDC Park West, Pittsburgh, Pennsylvania 15275
(Address of Principal Executive Offices)
(724) 273-3400
(Registrants Telephone Number, including Area Code)
Indicate by check mark 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.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act)
Yes o No þ
The number of shares of common stock, par
value $0.01 per share, and Class B common stock, par
value $0.01 per share, outstanding as of June 1, 2007 was
40,753,613 and 13,283,840, respectively.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DICKS SPORTING GOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME UNAUDITED
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
May 5, |
|
|
April 29, |
|
|
|
2007 |
|
|
2006 |
|
Net sales |
|
$ |
823,553 |
|
|
$ |
645,498 |
|
|
|
|
|
|
|
|
|
|
Cost of goods sold, including occupancy
and distribution costs |
|
|
579,134 |
|
|
|
467,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
244,419 |
|
|
|
177,665 |
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
198,007 |
|
|
|
152,235 |
|
|
|
|
|
|
|
|
|
|
Pre-opening expenses |
|
|
7,121 |
|
|
|
4,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM OPERATIONS |
|
|
39,291 |
|
|
|
21,279 |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
3,207 |
|
|
|
2,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES |
|
|
36,084 |
|
|
|
19,030 |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
14,383 |
|
|
|
7,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
21,701 |
|
|
$ |
11,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.41 |
|
|
$ |
0.23 |
|
Diluted |
|
$ |
0.38 |
|
|
$ |
0.21 |
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING: |
|
|
|
|
|
|
|
|
Basic |
|
|
53,549 |
|
|
|
50,419 |
|
Diluted |
|
|
57,221 |
|
|
|
54,596 |
|
See
accompanying notes to unaudited condensed consolidated financial statements.
3
DICKS SPORTING GOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
May 5, |
|
|
February 3, |
|
|
|
2007 |
|
|
2007 |
|
ASSETS |
|
|
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
41,424 |
|
|
$ |
135,942 |
|
Accounts receivable, net |
|
|
61,474 |
|
|
|
39,687 |
|
Income taxes receivable |
|
|
11,674 |
|
|
|
15,671 |
|
Inventories, net |
|
|
818,432 |
|
|
|
641,464 |
|
Prepaid expenses and other current assets |
|
|
40,771 |
|
|
|
37,015 |
|
Deferred income taxes |
|
|
1,294 |
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
975,069 |
|
|
|
869,779 |
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
489,726 |
|
|
|
433,071 |
|
Construction in progress leased facilities |
|
|
14,930 |
|
|
|
13,087 |
|
Goodwill |
|
|
320,045 |
|
|
|
156,628 |
|
Other assets |
|
|
63,266 |
|
|
|
51,700 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
1,863,036 |
|
|
$ |
1,524,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
386,444 |
|
|
$ |
286,668 |
|
Accrued expenses |
|
|
180,736 |
|
|
|
190,365 |
|
Deferred revenue and other liabilities |
|
|
74,420 |
|
|
|
87,798 |
|
Current portion of other long-term debt and capital leases |
|
|
152 |
|
|
|
152 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
641,752 |
|
|
|
564,983 |
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES: |
|
|
|
|
|
|
|
|
Senior convertible notes |
|
|
172,500 |
|
|
|
172,500 |
|
Revolving credit borrowings |
|
|
158,557 |
|
|
|
|
|
Other long-term debt and capital leases |
|
|
8,362 |
|
|
|
8,365 |
|
Non-cash obligations for construction in progress leased facilities |
|
|
14,930 |
|
|
|
13,087 |
|
Deferred revenue and other liabilities |
|
|
181,404 |
|
|
|
144,780 |
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
535,753 |
|
|
|
338,732 |
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
Preferred stock |
|
|
|
|
|
|
|
|
Common stock |
|
|
407 |
|
|
|
397 |
|
Class B common stock |
|
|
133 |
|
|
|
134 |
|
Additional paid-in capital |
|
|
346,806 |
|
|
|
302,766 |
|
Retained earnings |
|
|
335,639 |
|
|
|
315,453 |
|
Accumulated other comprehensive income |
|
|
2,546 |
|
|
|
1,800 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
685,531 |
|
|
|
620,550 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
1,863,036 |
|
|
$ |
1,524,265 |
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
4
DICKS SPORTING GOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME UNAUDITED
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
May 5, |
|
|
April 29, |
|
|
|
2007 |
|
|
2006 |
|
NET INCOME |
|
$ |
21,701 |
|
|
$ |
11,418 |
|
OTHER COMPREHENSIVE INCOME: |
|
|
|
|
|
|
|
|
Unrealized gain on available-for-sale securities, net of tax |
|
|
712 |
|
|
|
15 |
|
Foreign currency translation adjustment, net of tax |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME |
|
$ |
22,447 |
|
|
$ |
11,433 |
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
5
DICKS SPORTING GOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY UNAUDITED
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B |
|
|
Additional |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Common Stock |
|
|
Common Stock |
|
|
Paid-In |
|
|
Retained |
|
|
Comprehensive |
|
|
|
|
|
|
Shares |
|
|
Dollars |
|
|
Shares |
|
|
Dollars |
|
|
Capital |
|
|
Earnings |
|
|
Income |
|
|
Total |
|
BALANCE, January 28, 2006 |
|
|
36,545,332 |
|
|
$ |
365 |
|
|
|
13,730,945 |
|
|
$ |
137 |
|
|
$ |
209,526 |
|
|
$ |
202,842 |
|
|
$ |
1,923 |
|
|
$ |
414,793 |
|
Exchange of Class B
common stock for
common stock |
|
|
337,105 |
|
|
|
3 |
|
|
|
(337,105 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of common stock under
stock plan |
|
|
122,982 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
3,732 |
|
|
|
|
|
|
|
|
|
|
|
3,734 |
|
Exercise of stock options |
|
|
2,685,858 |
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
23,015 |
|
|
|
|
|
|
|
|
|
|
|
23,042 |
|
Tax benefit on convertible note
bond hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,686 |
|
|
|
|
|
|
|
|
|
|
|
2,686 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,611 |
|
|
|
|
|
|
|
112,611 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,303 |
|
|
|
|
|
|
|
|
|
|
|
24,303 |
|
Total tax benefit from exercise
of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,504 |
|
|
|
|
|
|
|
|
|
|
|
39,504 |
|
Unrealized loss on securities
available-for-sale, net of taxes
of $66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(123 |
) |
|
|
(123 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, February 3, 2007 |
|
|
39,691,277 |
|
|
$ |
397 |
|
|
|
13,393,840 |
|
|
$ |
134 |
|
|
$ |
302,766 |
|
|
$ |
315,453 |
|
|
$ |
1,800 |
|
|
$ |
620,550 |
|
Cumulative effect of
adoption of FIN 48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,515 |
) |
|
|
|
|
|
|
(1,515 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADJUSTED BALANCE,
February 3, 2007 |
|
|
39,691,277 |
|
|
$ |
397 |
|
|
|
13,393,840 |
|
|
$ |
134 |
|
|
$ |
302,766 |
|
|
$ |
313,938 |
|
|
$ |
1,800 |
|
|
|
619,035 |
|
Exchange of Class B
common stock for
common stock |
|
|
110,000 |
|
|
|
1 |
|
|
|
(110,000 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options issued for
acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,647 |
|
|
|
|
|
|
|
|
|
|
|
8,647 |
|
Sale of common stock under
stock plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
908,753 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
17,387 |
|
|
|
|
|
|
|
|
|
|
|
17,396 |
|
Tax benefit on convertible note
bond hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
680 |
|
|
|
|
|
|
|
|
|
|
|
680 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,701 |
|
|
|
|
|
|
|
21,701 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,902 |
|
|
|
|
|
|
|
|
|
|
|
6,902 |
|
Total tax benefit from exercise
of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,424 |
|
|
|
|
|
|
|
|
|
|
|
10,424 |
|
Foreign currency
translation adjustment,
net of taxes of $23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34 |
|
|
|
34 |
|
Unrealized gain on securities
available-for-sale, net of taxes
of $383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
712 |
|
|
|
712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, May 5, 2007 |
|
|
40,710,030 |
|
|
$ |
407 |
|
|
|
13,283,840 |
|
|
$ |
133 |
|
|
$ |
346,806 |
|
|
$ |
335,639 |
|
|
$ |
2,546 |
|
|
$ |
685,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
6
DICKS SPORTING GOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
May 5, |
|
|
April 29, |
|
|
|
2007 |
|
|
2006 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
21,701 |
|
|
$ |
11,418 |
|
Adjustments to reconcile net income
to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
16,402 |
|
|
|
12,509 |
|
Deferred income taxes |
|
|
(4,696 |
) |
|
|
(4,079 |
) |
Stock-based compensation |
|
|
6,902 |
|
|
|
5,972 |
|
Excess tax benefit from stock-based compensation |
|
|
(8,957 |
) |
|
|
(1,497 |
) |
Tax benefit from exercise of stock options |
|
|
2,484 |
|
|
|
480 |
|
Other non-cash items |
|
|
680 |
|
|
|
636 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(5,195 |
) |
|
|
(4,097 |
) |
Income taxes receivable |
|
|
3,791 |
|
|
|
|
|
Inventories |
|
|
(105,995 |
) |
|
|
(114,182 |
) |
Prepaid expenses and other assets |
|
|
(777 |
) |
|
|
(4,375 |
) |
Accounts payable |
|
|
71,021 |
|
|
|
58,936 |
|
Accrued expenses |
|
|
(17,039 |
) |
|
|
9,071 |
|
Income taxes payable |
|
|
8,635 |
|
|
|
(16,490 |
) |
Deferred construction allowances |
|
|
9,136 |
|
|
|
2,100 |
|
Deferred revenue and other liabilities |
|
|
(7,805 |
) |
|
|
(5,541 |
) |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(9,712 |
) |
|
|
(49,139 |
) |
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(45,410 |
) |
|
|
(27,085 |
) |
Proceeds from sale-leaseback transactions |
|
|
2,864 |
|
|
|
4,282 |
|
Payment for purchase of Golf Galaxy, net of $4,859 cash acquired |
|
|
(221,449 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(263,995 |
) |
|
|
(22,803 |
) |
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Revolving credit borrowings, net |
|
|
158,557 |
|
|
|
48,275 |
|
Payments on other long-term debt and capital leases |
|
|
(57 |
) |
|
|
(78 |
) |
Proceeds from sale of common stock under employee stock purchase plan |
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
17,396 |
|
|
|
4,568 |
|
Excess tax benefit from stock-based compensation |
|
|
8,957 |
|
|
|
1,497 |
|
(Decrease) increase in bank overdraft |
|
|
(5,701 |
) |
|
|
12,463 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
179,152 |
|
|
|
66,725 |
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH AND CASH EQUIVALENTS |
|
|
(94,518 |
) |
|
|
(5,217 |
) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
|
|
135,942 |
|
|
|
36,564 |
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
$ |
41,424 |
|
|
$ |
31,347 |
|
|
|
|
|
|
|
|
Supplemental non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Construction in progress leased facilities |
|
$ |
1,843 |
|
|
$ |
(2,091 |
) |
Accrued property and equipment |
|
$ |
(7,647 |
) |
|
$ |
8,961 |
|
Cash paid for interest |
|
$ |
3,340 |
|
|
$ |
1,849 |
|
Cash paid for income taxes |
|
$ |
3,318 |
|
|
$ |
30,716 |
|
See accompanying notes to unaudited condensed consolidated financial statements.
7
DICKS SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Company
Dicks Sporting Goods, Inc. (together with its subsidiaries, the Company) is a specialty retailer
selling sporting goods, footwear and apparel through its 309 stores in 34 states.
On February 13, 2007, a wholly owned subsidiary of Dicks Sporting Goods, Inc. completed the
acquisition of Golf Galaxy Inc., a multi-channel golf specialty retailer operating 75 stores in 28
states as of May 5, 2007. The Condensed Consolidated Statements of Income for the 13 weeks ended May 5, 2007
reflect the results of Golf Galaxy from the date of acquisition forward for the quarter ended May
5, 2007.
Unless otherwise specified, any reference to year is to our fiscal year and when used in this Form
10-Q and unless the context otherwise requires, the terms Dicks, we, us, the Company and
our refer to Dicks Sporting Goods, Inc. and its wholly owned subsidiaries.
2. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by us, in
accordance with the requirements for Form 10-Q and do not include all the disclosures normally
required in annual consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America. The interim financial information
as of May 5, 2007 and for the 13 weeks ended May 5, 2007 and April 29, 2006 is unaudited and has
been prepared on the same basis as the audited financial statements. In the opinion of management,
such unaudited information includes all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the interim financial information. This
financial information should be read in conjunction with the audited consolidated financial
statements and notes thereto included in our Annual Report on Form
10-K/A for the year ended February 3, 2007 as filed with the
Securities and Exchange Commission on June 5, 2007. Operating
results for the 13 weeks ended May 5, 2007 are not necessarily indicative of the results that may
be expected for the year ending February 2, 2008 or any other period.
3. Newly Issued Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS
157 defines fair value, establishes a framework for measuring fair value and expands disclosures
about fair value measurements; however, SFAS 157 does not require any new fair value measurements.
SFAS 157 is effective as of the beginning of our 2008 fiscal year. We are currently evaluating the
impact, if any, that SFAS 157 will have on our financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). SFAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair value. SFAS 159 is effective for fiscal years
beginning after November 15, 2007. We are currently evaluating the impact, if any, that SFAS 159
will have on our financial statements.
4. Acquisition
On February 13, 2007, Dicks Sporting Goods, Inc. acquired Golf Galaxy, Inc. (Golf Galaxy) which
became a wholly owned subsidiary of Dicks by means of a merger of Dicks subsidiary with and into
Golf Galaxy. The Company paid $226.3 million which was financed using approximately $79 million of
cash and cash equivalents and the balance from borrowings under our revolving line of credit.
The acquisition is being accounted for using the purchase method in accordance with Statement of
Financial Accounting Standards (SFAS) No. 141, Business Combinations, with Dicks as the
accounting acquirer. Accordingly, the purchase price has been preliminarily allocated to tangible
and identifiable intangible assets acquired and liabilities assumed based on their estimated fair
values at the date of the acquisition. The excess of the purchase price over the fair value of net
assets acquired was recorded as goodwill. Goodwill and identifiable intangible assets recorded in
the acquisition will be tested periodically for impairment as required by SFAS Statement No. 142,
Goodwill and Other Intangible Assets. The preliminary allocation of the purchase price to
specific assets and liabilities is based, in part, upon internal estimates of assets
8
and liabilities. The Company is in the process of beginning the independent appraisal for certain
assets, and refining its internal fair value estimates; therefore, the allocation of the purchase
price is preliminary and the final allocation will likely differ. Based on the preliminary purchase
price allocation, the Company has recorded $163.2 million of goodwill as a result of the
acquisition. The following table summarizes estimated fair values of the assets acquired and
liabilities assumed (in thousands):
|
|
|
|
|
Inventory |
|
$ |
70,975 |
|
Other
current assets (including cash) |
|
|
13,585 |
|
Property and equipment, net |
|
|
48,886 |
|
Other long term assets, excluding goodwill |
|
|
7,560 |
|
Goodwill |
|
|
163,210 |
|
Accounts payable |
|
|
(34,000 |
) |
Accrued expenses |
|
|
(13,197 |
) |
Other current liabilities |
|
|
(9,759 |
) |
Other long-term liabilities |
|
|
(17,729 |
) |
|
|
|
|
|
|
|
|
|
Fair value of net assets acquired, including intangibles |
|
$ |
229,531 |
|
|
|
|
|
The following unaudited proforma summary presents information as if Golf Galaxy had been acquired
at the beginning the period presented. The proforma amounts include certain reclassifications to
Golf Galaxys amounts to conform them to the Companys reporting calendar and an increase in
pre-tax interest expense of $2,766 for the 13 weeks ended April 29, 2006 to reflect the increase in
borrowings under the amended credit facility to finance the acquisition as if it had occurred at
the beginning of each period presented. The proforma amounts do not reflect any benefits from
economies which might be achieved from combining the operations.
The proforma information does not necessarily reflect the actual results that would have occurred
had the companies been combined during the period presented, nor is it necessarily indicative of
the future results of operations of the combined companies.
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
April 29, |
|
|
2006 |
|
|
(Unaudited, in thousands, except per share amounts) |
Net sales |
|
$ |
709,626 |
|
|
|
|
|
|
Net income |
|
$ |
11,002 |
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.22 |
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.20 |
|
5. Store Closing and Relocation Reserves
On a stores closing or relocation date, estimated lease termination and other costs to close or
relocate a store are recorded in cost of goods sold, including occupancy and distribution costs on
the consolidated statements of income. The calculation of accrued lease termination and other
costs primarily include future minimum lease payments, maintenance costs and taxes from the date of
closure or relocation to the end of the remaining lease term, net of contractual or estimated
sublease income. The liability is discounted using a credit-adjusted risk-free rate of interest.
The assumptions used in the calculation of the accrued lease termination and other costs are
evaluated each quarter.
The following table summarizes the activity of the store closing reserves established due to Dicks
store closings as a result of the Galyans acquisition as well as the relocation of two stores
during fiscal 2006 (in thousands):
9
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
May 5, |
|
|
April 29, |
|
|
|
2007 |
|
|
2006 |
|
Accrued store closing and relocation reserves, beginning of period |
|
$ |
19,903 |
|
|
$ |
20,181 |
|
Expense charged to earnings |
|
|
50 |
|
|
|
3,406 |
|
Cash payments |
|
|
(1,141 |
) |
|
|
(1,346 |
) |
Interest accretion and other changes in assumptions |
|
|
163 |
|
|
|
|
|
|
|
|
|
|
|
|
Accrued store closing and relocation reserves, end of period |
|
|
18,975 |
|
|
|
22,241 |
|
Less: current portion of accrued store closing and relocation reserves |
|
|
(6,294 |
) |
|
|
(5,832 |
) |
|
|
|
|
|
|
|
Long-term portion of accrued store closing and relocation reserves |
|
$ |
12,681 |
|
|
$ |
16,409 |
|
|
|
|
|
|
|
|
Expense charged to earnings for the 13 weeks ended May 5, 2007 and April 29, 2006 was recorded in
cost of goods sold, including occupancy and distribution costs in the
condensed consolidated statements of
income. The current portion of accrued store closing and relocation reserves is recorded in
accrued expenses and the long-term portion is recorded in long-term deferred revenue and other
liabilities in the condensed consolidated balance sheets.
6. Stock-Based Compensation and Employee Stock Plans
Total stock-based compensation expense recognized for the 13 weeks ended May 5, 2007 and April 29,
2006 was $6.9 million and $6.0 million, respectively, before income taxes and includes Employee
Stock Purchase Plan expense of $0.4 million and $0.3 million, respectively. The expense was
recorded in selling, general and administrative expenses in the consolidated statements of
operations. The related total tax benefit was $2.6 million and $2.4 million for the 13 weeks ended
May 5, 2007 and April 29, 2006, respectively.
The fair value of stock-based awards to employees is estimated on the date of grant using the
Black-Scholes-option-pricing model with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Options |
|
Employee Stock Purchase Plan |
|
|
13 Weeks Ended |
|
13 Weeks Ended |
|
|
May 5, |
|
April 29, |
|
May 5, |
|
April 29, |
Black - Scholes Valuation Assumptions (1) |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Expected life (years) (2) |
|
|
5.29 |
|
|
|
5.29 |
|
|
|
|
|
|
|
|
|
Expected volatility (3) |
|
|
36.76 - 40.14 |
% |
|
|
39.01 |
% |
|
|
|
|
|
|
|
|
Weighted average volatility |
|
|
37.31 |
% |
|
|
39.01 |
% |
|
|
|
|
|
|
|
|
Risk-free interest rate (4) |
|
|
4.43 - 4.81 |
% |
|
|
4.63 |
% |
|
|
|
|
|
|
|
|
Expected dividend yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair values |
|
$ |
24.87 |
|
|
$ |
16.18 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
(1) |
|
This table excludes valuation assumptions related to the assumption of outstanding Golf
Galaxy options by Dicks during the period in conjunction with the acquisition of Golf
Galaxy on February 13, 2007. |
|
(2) |
|
The expected life of the options represents the estimated period of time until exercise
and is based on historical experience of the similar awards. |
|
(3) |
|
Beginning on the date of adoption of SFAS 123R, expected volatility is based on the
historical volatility of the Companys common stock since the inception of the Companys
shares being publicly traded in October 2002; prior to the date of adoption of SFAS 123R,
expected volatility was estimated using the Companys historical volatility and volatility
of other publicly-traded retailers. |
|
(4) |
|
The risk-free interest rate is based on the implied yield available on U.S. Treasury
constant maturity interest rates whose term is consistent with the expected life of the
stock options. |
10
The assumptions used to calculate the fair value of options granted are evaluated and revised, as
necessary, to reflect market conditions and experience.
The following summarizes all stock option transactions from February 3, 2007 through May 5, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
|
|
|
|
Shares |
|
|
Exercise |
|
|
Contractual |
|
|
Aggregate |
|
|
|
Subject to |
|
|
Price per |
|
|
Life |
|
|
Intrinsic Value (in |
|
|
|
Options |
|
|
Share |
|
|
(Years) |
|
|
thousands) |
|
Outstanding, February 3, 2007 |
|
|
9,816,414 |
|
|
$ |
19.76 |
|
|
|
6.64 |
|
|
$ |
324,610 |
|
Granted |
|
|
2,389,508 |
|
|
|
47.13 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
908,753 |
|
|
|
19.10 |
|
|
|
|
|
|
|
|
|
Cancelled |
|
|
201,123 |
|
|
|
35.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, May 5, 2007 |
|
|
11,096,046 |
|
|
$ |
25.42 |
|
|
|
7.03 |
|
|
$ |
323,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, May 5, 2007 |
|
|
5,321,732 |
|
|
$ |
13.37 |
|
|
|
5.71 |
|
|
$ |
219,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value in the table above is based on the Companys closing stock prices for
the last business day of the period indicated. As of May 5, 2007, total unrecognized stock-based
compensation expense related to nonvested stock options was approximately $81.4 million, before
income taxes, and is expected to be recognized over a weighted
average period of approximately 3.4
years.
On February 13, 2007, the Company granted 150,000 restricted stock awards to certain executives of
Golf Galaxy under the Companys 2002 Stock Option Plan. One half of these restricted stock awards
vest on the third anniversary of the date of grant, and one-half vest if and to the extent that
certain disclosed performance targets are achieved by the recipient of the restricted stock award
upon the third anniversary from the date of grant. The fair value of these awards is equal to the
market price of the Companys common stock on the date of grant.
7. Earnings per Share
The computation of basic earnings per share is based on the number of weighted average common
shares outstanding during the period. The computation of diluted earnings per share is based upon
the weighted average number of shares outstanding plus the incremental shares that would be
outstanding assuming exercise of dilutive stock options and warrants. The number of incremental
shares from the assumed exercise of stock options and warrants is calculated by applying the
treasury stock method. The aggregate number of shares, totaling 4,388,024, that the Company could
be obligated to issue upon conversion of our $172.5 million issue price of senior convertible notes
was excluded from calculations for the 13 weeks ended
May 5, 2007 and April 29, 2006. The computations for basic and
diluted earnings per share are as follows (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
May 5, |
|
|
April 29, |
|
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
21,701 |
|
|
$ |
11,418 |
|
Weighted average common shares outstanding (for basic calculation) |
|
|
53,549 |
|
|
|
50,419 |
|
Dilutive effect of outstanding common stock options and warrants |
|
|
3,672 |
|
|
|
4,178 |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (for diluted calculation) |
|
|
57,221 |
|
|
|
54,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per common share basic |
|
$ |
0.41 |
|
|
$ |
0.23 |
|
Net earnings per common share diluted |
|
$ |
0.38 |
|
|
$ |
0.21 |
|
Potential dilutive shares are excluded from the computation of earnings per share if their effect
is anti-dilutive. Anti-dilutive options excluded from the calculation of earnings per share for the
13 weeks ended May 5, 2007 and April 29, 2006 were 2.2 million and 2.0 million, respectively.
11
8. Interest Expense, Net
Interest expense, net is comprised of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
May 5, |
|
|
April 29, |
|
|
|
2007 |
|
|
2006 |
|
Interest expense |
|
$ |
4,140 |
|
|
$ |
2,397 |
|
Interest income |
|
|
933 |
|
|
|
148 |
|
|
|
|
|
|
|
|
Interest expense, net |
|
$ |
3,207 |
|
|
$ |
2,249 |
|
|
|
|
|
|
|
|
9. Income Taxes
The Company adopted the provisions of Financial Standards Accounting Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of FASB Statement No.
109 (SFAS 109), on February 4, 2007. As a result of the implementation of FIN 48, the Company
recognized no material adjustment in the liability for unrecognized income tax benefits. At the
adoption date of February 4, 2007, the Company had $12.0 million of unrecognized tax benefits, of
which approximately $9.1 million would affect our effective tax rate if recognized. At May 5, 2007,
the Company had $13.2 million of unrecognized tax benefits. The Company does not expect any
reasonably possible material changes to the estimated amount of the liability associated with its
uncertain tax positions through February 2, 2008.
The Company recognizes interest and penalties related to uncertain tax positions in income tax
expense. As of February 4, 2007, the Company had approximately $1.7 million of accrued interest
related to uncertain tax positions.
The tax years 2004 2006 remain open to examination by the major taxing jurisdictions to which we
are subject.
10. Commitments and Contingencies
The Company enters into licensing agreements for the exclusive rights to use certain trademarks
extending through 2020. Under specific agreements, the Company is obligated to pay an annual
guaranteed minimum royalty. The aggregate amount of required payments at May 5, 2007 is as follows
(in thousands):
|
|
|
|
|
Fiscal Year |
|
|
|
|
Remainder of 2007 |
|
$ |
1,731 |
|
2008 |
|
|
3,072 |
|
2009 |
|
|
3,621 |
|
2010 |
|
|
3,420 |
|
2011 |
|
|
2,700 |
|
Thereafter |
|
|
26,700 |
|
|
|
|
|
|
|
$ |
41,244 |
|
|
|
|
|
In addition, certain agreements require the Company to pay additional royalties if the qualified
purchases are in excess of the guaranteed minimum. Payments made under agreements requiring
minimum guaranteed contractual amounts were $0.4 million and $0.1 million for the 13 weeks ended
May 5, 2007 and April 29, 2006, respectively.
The Company is involved in legal proceedings incidental to the normal conduct of its business.
Although the outcome of any pending legal proceedings cannot be predicted with certainty,
management believes that adequate insurance coverage is maintained and that the ultimate resolution
of these matters will not have a material adverse effect on the Companys liquidity, financial
position or results of operations.
12
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
We caution that any forward-looking statements (as such term is defined in the Private Securities
Litigation Reform Act of 1995) contained in this Quarterly Report on Form 10-Q or made by our
management involve risks and uncertainties and are subject to change based on various important
factors, many of which may be beyond our control. Accordingly, our future performance and
financial results may differ materially from those expressed or implied in any such forward-looking
statements. Accordingly, investors should not place undue reliance on forward-looking statements
as a prediction of actual results. You can identify these statements as those that may predict,
forecast, indicate or imply future results, performance or advancements and by forward-looking
words such as believe, anticipate, expect, estimate, predict, intend, plan,
project, will, will be, will continue, will result, could, may, might or any
variations of such words or other words with similar meanings. Forward-looking statements address,
among other things, our expectations, our growth strategies, including our plans to open new
stores, our efforts to increase profit margins and return on invested capital, plans to grow our
private label business, projections of our future profitability, results of operations, capital
expenditures or our financial condition or other forward-looking information and includes
statements about revenues, earnings, spending, margins, liquidity, store openings and operations,
inventory, private label products, our actions, plans or strategies.
The following factors, among others, in some cases have affected and in the future could affect our
financial performance and actual results and could cause actual
results for fiscal 2007 and beyond to
differ materially from those expressed or implied in any forward-looking statements included in
this report or otherwise made by our management: the intense competition in the sporting goods
industry and actions by our competitors; our inability to manage our growth, open new stores on a
timely basis and expand successfully in new and existing markets; the availability of retail store
sites on terms acceptable to us; the cost of real estate and other items related to our stores; our
ability to access adequate capital; changes in consumer demand; risks relating to product liability
claims and the availability of sufficient insurance coverage relating to those claims; our
relationships with our suppliers, distributors or manufacturers and their ability to provide us
with sufficient quantities of products; any serious disruption at our distribution or return
facilities; the seasonality of our business; the potential impact of natural disasters or national
and international security concerns on us or the retail environment; risks related to the economic
impact or the effect on the U.S. retail environment relating to instability and conflict in the
Middle East or elsewhere; risks relating to the regulation of the products we sell, such as hunting
rifles and ammunition; risks associated with relying on foreign sources of production; risks
relating to implementation of new management information systems; risks relating to operational and
financial restrictions imposed by our Credit Agreement; factors associated with our pursuit of
strategic acquisitions; risks and uncertainties associated with assimilating acquired companies;
the loss of our key executives, especially Edward W. Stack, our Chairman and Chief Executive
Officer; our ability to meet our labor needs; changes in general economic and business conditions
and in the specialty retail or sporting goods industry in particular; our ability to repay or make
the cash payments under our senior convertible notes; the outcome of litigation or legal actions
against us; changes in our business strategies and other factors discussed in other reports or
filings filed by us with the Securities and Exchange Commission.
In addition, we operate in a highly competitive and rapidly changing environment; therefore, new
risk factors can arise, and it is not possible for management to predict all such risk factors, nor
to assess the impact of all such risk factors on our business or the extent to which any individual
risk factor, or combination of factors, may cause results to differ materially from those contained
in any forward-looking statement. We do not assume any obligation and do not intend to update any
forward-looking statements except as may be required by securities laws.
On February 13, 2007, Dicks Sporting Goods, Inc. acquired Golf Galaxy, Inc. (Golf Galaxy) which
became a wholly owned subsidiary of Dicks by means of a merger of Dicks subsidiary with and into
Golf Galaxy. Due to this acquisition, additional risks and uncertainties arise that could affect
our financial performance and actual results and could cause actual
results for fiscal 2007 and beyond to
differ materially from those expressed or implied in any forward-looking statements included in
this report or otherwise made by our management. Such risks, which are difficult to predict with a
level of certainty and may be greater than expected, include, among others, risk associated with
combining businesses and/or with assimilating Golf Galaxy.
OVERVIEW
Dicks is an authentic full-line sporting goods retailer offering a broad assortment of brand name
sporting goods equipment, apparel and footwear in a specialty store environment. Unless otherwise
specified, any reference to year is to our fiscal year and when used in this Form 10-Q and unless
the context otherwise requires, the terms Dicks, we, us, the Company and our refer to
Dicks Sporting Goods, Inc. and its wholly owned subsidiaries. As of May 5, 2007, the Company
operated 309 stores, with approximately 17.4 million square feet, in 34 states.
On February 13, 2007, a wholly owned subsidiary of Dicks completed the acquisition of Golf Galaxy.
As of May 5, 2007, Golf Galaxy operated 75 stores, with approximately 1.1 million square feet, in
28 states. The Condensed Consolidated Statements of Income for the 13 weeks ended May 5, 2007 reflect the
results of Golf Galaxy from the date of acquisition forward for the
quarter ended May 5, 2007.
13
Due to the seasonal nature of our business, interim results are not necessarily indicative of
results for the entire fiscal year. Our revenue and earnings are typically greater during our
fiscal fourth quarter, which includes the majority of the holiday selling season.
CRITICAL ACCOUNTING POLICIES
As discussed in Item 7, Managements Discussion and Analysis of Financial Condition and Results of
Operations section of the Companys Annual Report on Form
10-K/A for the fiscal year ended February
3, 2007, the Company considers its policies on inventory valuation, vendor allowances, goodwill,
intangible assets and impairment of long-lived assets, business combinations, self-insurance
reserves and stock-based compensation to be the most critical in understanding the judgments that
are involved in preparing its consolidated financial statements. With the adoption of FIN 48 as of
February 4, 2007, the Company has added Uncertain Tax Positions as a critical accounting policy.
Uncertain Tax Positions
We account for uncertain tax positions in accordance with FIN 48. The application of income tax law
is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As
such, we are required to make many subjective assumptions and judgments regarding our income tax
exposures. Interpretations of and guidance surrounding income tax laws and regulations change over
time. As such, changes in our subjective assumptions and judgments can materially affect amounts
recognized in the consolidated balance sheets and statements of income. See Note 9 to the unaudited
condensed consolidated financial statements, Income Taxes, for additional detail on our uncertain tax
positions.
RESULTS OF OPERATIONS AND OTHER SELECTED DATA
Executive Summary
Net income for the quarter increased to $21.7 million and earnings per diluted share increased to
$0.38, as compared to net income of $11.4 million, or $0.21 per diluted share for the 13 weeks
ended April 29, 2006.
Net sales for the quarter increased 28% to $823.6 million, largely driven by a comparable store
sales increase of 2.0% , the opening of new stores, and the inclusion of Golf Galaxy in this years
quarterly results, which will be included in the Companys comparable store sales calculation
beginning in the second quarter of 2008.
As a percentage of net sales, gross profit increased 216 basis points to 29.68% for the quarter,
due primarily to improved merchandise margins, increased efficiencies in the merchandise supply
chain and lower occupancy costs in the current period as the prior period includes 53 basis points
of occupancy expense (primarily rent and lease termination costs) for one store.
We ended the first quarter with $158.6 million of outstanding borrowings on our line of credit.
There were no outstanding borrowings as of February 3, 2007.
As of May 5, 2007, the Company operated 309 Dicks Sporting Goods stores and 75 Golf Galaxy stores,
with approximately 18.5 million square feet, in 38 states. The following represents a
reconciliation of beginning and ending stores for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
13 Weeks Ended |
|
|
May 5, 2007 |
|
April 29, 2006 |
|
|
Dicks |
|
Golf Galaxy |
|
Total |
|
Dicks |
Beginning stores |
|
|
294 |
|
|
|
65 |
|
|
|
359 |
|
|
|
255 |
|
New |
|
|
15 |
|
|
|
10 |
|
|
|
25 |
|
|
|
8 |
|
Closed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending stores |
|
|
309 |
|
|
|
75 |
|
|
|
384 |
|
|
|
263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relocated stores |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents for the periods indicated items in the consolidated statements of
income as a percentage of the Companys net sales, as well as the percentage change in dollar
amounts from the prior years period. In addition, other selected data is provided to facilitate a
further understanding of our business. These tables should be read in
conjunction with the following managements discussion and analysis and the unaudited consolidated financial
statements and related notes thereto.
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Point |
|
|
|
|
|
|
|
|
|
|
Increase / |
|
|
|
|
|
|
|
|
|
|
(Decrease) in |
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
13 Weeks Ended |
|
Net Sales |
|
|
May 5, |
|
April 29, |
|
from Prior Year |
|
|
2007 (1) |
|
2006 |
|
2006-2007 (1) |
Net sales (2) |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
|
N/A |
|
Cost of goods sold, including occupancy and distribution costs (3) |
|
|
70.32 |
|
|
|
72.48 |
|
|
|
(216 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
29.68 |
|
|
|
27.52 |
|
|
|
216 |
|
Selling, general and administrative expenses (4) |
|
|
24.04 |
|
|
|
23.58 |
|
|
|
46 |
|
Pre-opening expenses (5) |
|
|
0.86 |
|
|
|
0.64 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
4.77 |
|
|
|
3.30 |
|
|
|
147 |
|
Interest expense, net (6) |
|
|
0.39 |
|
|
|
0.35 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
4.38 |
|
|
|
2.95 |
|
|
|
143 |
|
Provision for income taxes |
|
|
1.75 |
|
|
|
1.18 |
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2.64 |
% |
|
|
1.77 |
% |
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other data: |
|
|
|
|
|
|
|
|
|
|
|
|
Comparable store net sales increase (7) |
|
|
2.0 |
% |
|
|
6.5 |
% |
|
|
|
|
Number of stores at end of period (8) |
|
|
384 |
|
|
|
263 |
|
|
|
|
|
Total square feet at end of period (8) |
|
|
18,546,143 |
|
|
|
15,162,144 |
|
|
|
|
|
|
|
|
(1) |
|
Column does not add due to rounding. |
|
(2) |
|
Revenue from retail sales is recognized at the point of sale, net of sales tax. A
provision for anticipated merchandise returns is provided through a reduction of sales and cost of
sales in the period that the related sales are recorded. Revenue from gift cards and returned
merchandise credits (collectively the cards), are deferred and recognized upon the redemption of
the cards. These cards have no expiration date. Income from unredeemed cards is recognized in the
consolidated statements of income in selling, general and administrative expenses at the point at
which redemption becomes remote. The Company performs an evaluation of the aging of the unredeemed
cards, based on the elapsed time from the date of original issuance, to determine when redemption
is remote. Revenue from layaway sales is recognized upon receipt of final payment from the
customer. |
|
(3) |
|
Cost of goods sold includes the cost of merchandise, inventory shrinkage and
obsolescence, freight, distribution and store occupancy costs. Store occupancy costs include rent,
common area maintenance charges, real estate and other asset based taxes, store maintenance,
utilities, depreciation, fixture lease expenses and certain insurance expenses. |
|
(4) |
|
Selling, general and administrative expenses include store and field support payroll and
fringe benefits, advertising, bank card charges, information systems, marketing, legal, accounting,
other store expenses, stock-based compensation expense and all expenses associated with operating
the Companys corporate headquarters. |
|
(5) |
|
Pre-opening expenses consist primarily of rent, marketing, payroll and recruiting costs
incurred prior to a new or relocated store opening. |
|
(6) |
|
Interest expense, net, results primarily from interest on our senior convertible notes
and Second Amended and Restated Credit Agreement (the Credit Agreement). |
|
(7) |
|
Comparable store sales begin in a stores 14th full month of operations after
its grand opening. Comparable store sales are for stores that opened at least 13 months prior to
the beginning of the period noted. Stores that were relocated during the applicable period have
been excluded from comparable store sales. Each relocated store is returned to the comparable
store base after its 14th full month of operations at that new location. |
|
(8) |
|
Number of stores at end of period and total square feet at end of period represents the
combined companies as of May 5, 2007 and Dicks on a stand-alone as of April 29, 2006. |
15
13 Weeks Ended May 5, 2007 Compared to the 13 Weeks Ended April 29, 2006
Net Income
Net income for the quarter increased to $21.7 million and earnings per diluted share increased to
$0.38, as compared to net income of $11.4 million, or $0.21 per diluted share for the 13 weeks
ended April 29, 2006. The increase was primarily due to an increase in net sales and gross profit,
partially offset by an increase in selling, general and administrative expenses.
Net Sales
Net sales for the quarter increased 28% to $823.6 million, largely driven by a comparable store
sales increase of 2.0%, the opening of new stores, and the inclusion of Golf Galaxy in this years
quarterly results, which will be included in the Companys comparable store sales calculation
beginning in the second quarter of 2008.
The
increase in comparable store sales is mostly attributable to sales
increases in mens and womens apparel, casual footwear and
cold weather accessories and boots due to relatively cold weather
early in the quarter. Several businesses were held back by a later
than expected start to some of the key spring sports seasons
including golf, baseball, soccer and athletic footwear.
For the quarter, private label product sales represented 13.9% of net sales in our Dicks stores,
an increase from last years 12.5% of net sales.
Income from Operations
Income from operations increased to $39.2 million for the quarter from $21.3 million for the 13
weeks ended April 29, 2006. The increase was primarily due to a $66.8 million increase in gross
profit, partially offset by a $45.8 million increase in selling, general and administrative
expenses and a $3.0 million increase in preopening expenses.
Gross profit increased 37.6% to $244.4 million for the quarter from $177.7 million for the 13 weeks
ended April 29, 2006. The 216 basis point increase is due primarily to improved merchandise
margins, increased efficiencies in the merchandise supply chain and lower occupancy costs in the
current period as the prior period includes 53 basis points of occupancy expense (primarily rent
and lease termination costs) for the relocation of one store.
Selling, general and administrative expenses increased 30% to $198.0 million for the quarter from
$152.2 million for the 13 weeks ended April 29, 2006. The 46 basis point increase was primarily
due to an increase in net advertising expense.
Pre-opening expenses increased to $7.1 million for the quarter from $4.2 million for the 13 weeks
ended April 29, 2006. Pre-opening expenses increased primarily due to the opening of 15 new Dicks
stores and ten new Golf Galaxy stores during the quarter as compared to the opening of eight new
stores during the 13 weeks ended April 29, 2006. Pre-opening expense is also impacted by the
timing of new stores which open in preceding and subsequent quarters.
Interest Expense, Net
Interest expense, net, was $3.2 million for the quarter as compared to $2.2 million for the 13
weeks ended April 29, 2006. The Companys average borrowings outstanding on our Credit Agreement
increased to $140.4 million for the quarter from $34.1 million for the 13 weeks ended April 29,
2006, primarily due to borrowings to fund the acquisition of Golf Galaxy and the average interest
rate on the revolving line of credit increased by 42 basis points over last year.
LIQUIDITY AND CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION
Our primary capital requirements are for inventory, capital improvements, and pre-opening expenses
to support expansion plans, as well as for various investments in store remodeling, store fixtures
and ongoing infrastructure improvements.
16
The change in cash and cash equivalents is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
May 5, |
|
|
April 29, |
|
|
|
2007 |
|
|
2006 |
|
Net cash used in operating activities |
|
$ |
(9,712 |
) |
|
$ |
(49,139 |
) |
Net cash used in investing activities |
|
|
(263,995 |
) |
|
|
(22,803 |
) |
Net cash provided by financing activities |
|
|
179,152 |
|
|
|
66,725 |
|
Effect of exchange rate changes on cash |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
$ |
(94,518 |
) |
|
$ |
(5,217 |
) |
|
|
|
|
|
|
|
Operating Activities
Cash flow from operations is seasonal in our business. Typically, we use cash flow from operations
to increase inventory in advance of peak selling seasons, with the pre-Christmas inventory increase
being the largest. In the fourth quarter, inventory levels are reduced in connection with
Christmas sales and this inventory reduction, combined with proportionately higher net income,
typically produces significant positive cash flow.
Cash used
in operating activities for the 13 weeks ended May 5, 2007
totaled $9.7 million. The
increase in inventory during the period used $106.0 million and was partially offset by the
seasonal increase in accounts payable which provided $71.0 million. The increase in the cash
provided by deferred construction allowances was due to an increase in the number of stores with
landlord allowances and the timing of the receipt of the allowances as compared to the prior year.
Net income for the 13 weeks ended May 5, 2007 provided $21.7 million, and the non-cash charge for
depreciation and amortization totaled $16.4 million.
The annual cash flow from operating the Companys stores is a significant source of liquidity, and
will continue to be used in 2007 primarily to purchase inventory, make capital improvements and
open new stores. All of the Companys revenues are realized at the point-of-sale in the stores.
Investing Activities
Cash used
in investing activities for the 13 weeks ended May 5, 2007
increased by $241.2 million,
to $264.0 million primarily reflecting the payment for the purchase of Golf Galaxy of $221.4
million, net of $4.9 million cash acquired. Gross capital
expenditures used $45.4 million and
sale-leaseback transactions generated proceeds of $2.9 million. We use cash in investing
activities to build new stores and remodel or relocate existing stores. Furthermore, net cash used
in investing activities includes purchases of information technology assets and expenditures for
distribution facilities and corporate headquarters.
We opened 25 stores during the 13 weeks ended May 5, 2007 as compared to opening eight stores and
relocating two stores during the 13 weeks ended April 29, 2006. Sale-leaseback transactions
covering store fixtures, buildings and information technology assets also have the effect of
returning to the Company cash previously invested in these assets.
Cash requirements in 2007, other than normal operating expenses, are expected to consist primarily
of capital expenditures related to the addition of new stores, enhanced information technology and
improved distribution infrastructure. The Company plans to open 45 new Dicks stores, 17 new Golf
Galaxy stores and relocate one Dicks store in 2007. The Company also anticipates incurring
additional expenditures for remodeling existing stores. While there can be no assurance that
current expectations will be realized, the Company expects capital expenditures, net of deferred
construction allowances and proceeds from sale leaseback transactions, to be approximately $115
million in 2007, including Golf Galaxy capital expenditure requirements.
Financing Activities
Cash provided by financing activities for the 13 weeks ended May 5, 2007 totaled $179.2 million
primarily reflecting borrowings under the Credit Agreement of $158.6 million as a result of the
Golf Galaxy acquisition. Financing activities also consisted of proceeds from transactions in the
Companys common stock and the excess tax benefit from stock-based compensation. As stock option
grants are exercised, the Company will continue to receive proceeds and a tax deduction; however,
the amounts and the timing cannot be predicted.
17
The Companys liquidity and capital needs have generally been met by cash from operating
activities, the proceeds from the convertible notes and borrowings under the $350 million Credit
Agreement, including up to $75 million in the form of letters of credit. Borrowing availability
under the Credit Agreement is generally limited to the lesser of 70% of the Companys eligible
inventory or 85% of the Companys inventorys liquidation value, in each case net of specified
reserves and less any letters of credit outstanding. Interest on outstanding indebtedness under
the Credit Agreement currently accrues, at the Companys option, at a rate based on either (i) the
prime corporate lending rate or (ii) the LIBOR rate plus 1.25% to 1.75% based on the level of total
borrowings during the prior three months. The Credit Agreements term expires May 30, 2008.
Borrowings under the Credit Agreement were $158.6 million as of May 5, 2007. There were no
outstanding borrowings under the Credit Agreement as of February 3, 2007. Total remaining
borrowing capacity, after subtracting letters of credit as of May 5, 2007 and February 3, 2007 was
$174.9 million and $333.5 million, respectively.
The Credit Agreement contains restrictions regarding the Companys and related subsidiarys
ability, among other things, to merge, consolidate or acquire non-subsidiary entities, to incur
certain specified types of indebtedness or liens in excess of certain specified amounts, to pay
dividends or make distributions on the Companys stock, to make certain investments or loans to
other parties, or to engage in lending, borrowing or other commercial transactions with
subsidiaries, affiliates or employees. Under the Credit Agreement, the Company may be obligated to
maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 in certain circumstances. The
obligations of the Company under the Credit Agreement are secured by interests in substantially all
of the Companys personal property excluding store and distribution center equipment and fixtures.
As of May 5, 2007, the Company was in compliance with the terms of the Credit Agreement.
The Company believes that cash flows generated from operations and funds available under our Credit
Agreement will be sufficient to satisfy our capital requirements through fiscal 2007. Other new
business opportunities or store expansion rates substantially in excess of those presently planned
may require additional funding.
Off-Balance Sheet Arrangements, Contractual Obligations and Other Commercial Commitments
The Companys off-balance sheet contractual obligations and commercial commitments as of May 5,
2007 primarily relate to operating lease obligations, letters of credit and future minimum
guaranteed contractual payments. The Company has excluded these items from the consolidated
balance sheets in accordance with generally accepted accounting principles.
OUTLOOK
Full Year 2007 (52-Week Year) Comparisons to Fiscal 2006 (53-Week Year)
|
|
|
Based on an estimated 58 million shares outstanding, we reaffirm our
previous guidance for consolidated earnings per diluted share of approximately $2.37 -
2.40. This represents an approximate 18% increase over earnings per diluted share for
the full year 2006 of $2.03 and includes the expected results of Golf Galaxy. |
|
|
|
|
Comparable store sales for Dicks stores are expected to increase
approximately 1 2% as compared to a 6.0% increase last year. |
|
|
|
|
The Company expects to open 45 new Dicks stores, 17 new Golf Galaxy
stores and relocate one Dicks store in 2007. |
Second Quarter 2007
|
|
|
Based on an estimated 58 million diluted shares outstanding, the Company
anticipates consolidated earnings per diluted share of approximately $0.74 0.77.
This represents an approximate 61% increase over earnings per diluted share for the
second quarter 2006 of $0.47 and includes the expected results from Golf Galaxy. |
|
|
|
|
Comparable store sales for Dicks stores are expected to increase
approximately 3 5%, or approximately 2 4%, adjusting for the shifted retail
calendar which compares to a 6.5% increase in Q2 last year. Golf Galaxy will be
included in the quarterly comparable store base beginning in Q2 2008, which will be the
first full quarter following the anniversary of the date of acquisition. |
|
|
|
|
The Company expects to open six new Dicks stores, two new Golf Galaxy
stores and relocate one Dicks store. |
18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Companys market risk exposures from those reported in
our Annual Report on Form 10-K/A for the year ended February 3, 2007.
ITEM 4. CONTROLS AND PROCEDURES
During the first quarter of fiscal 2007, there were no changes in the Companys internal control
over financial reporting that materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.
During the quarter, the Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Chief Executive Officer and the Chief
Financial Officer, of the effectiveness of the design and operation of the disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended (the Exchange Act). Based upon that evaluation, management, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and
procedures were effective as of the end of the period covered by this Report (May 5, 2007).
On February 13, 2007, the Company acquired Golf Galaxy by means of a merger of the Companys
wholly-owned subsidiary, and is currently integrating the processes, systems and controls relating
to Golf Galaxy into the Companys existing system of internal controls and procedures. As a
result, the Companys internal controls over financial reporting and the scope of management and
the Companys assessment of the effectiveness of the Companys disclosure controls and procedures
for the end of the period covered by this report included all of the Companys business except for
Golf Galaxy, which represents approximately 9% of total assets at May 5, 2007.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a defendant in three cases which make claims concerning alleged failures to pay
overtime wages as required by the Fair Labor Standards Act (FLSA) and applicable state labor law.
The cases were filed in May and November of 2005, and April of 2006, in the U.S. District Court
for the Western District of New York (Tamara Barrus v. Dicks Sporting Goods, Inc. and Galyans
Trading Company, Inc. (Barrus) and Daniel Parks v. Dicks Sporting Goods, Inc. (Parks)) and the
U.S. District Court for the Western District of Pennsylvania (James Premick v. Dicks Sporting
Goods, Inc. (Premick)). Because until September 2006 none of these cases were certified as class
actions, we deemed them to be claims that were incidental to our business. In September and
October 2006, respectively, a magistrate judge for the U.S. District Court for the Western District
of New York conditionally certified classes for notice purposes under the FLSA in the Barrus and
Parks cases, which the U.S. District Judge upheld. In the Barrus case, the parties and the Court
agreed to stay the litigation pending an attempt to resolve all claims through mediation. A
mediation session was held in April 2007 resulting in the parties agreeing to hold a second
mediation session in August 2007. The parties to the Parks case will meet in July or August 2007
to negotiate a schedule for the remainder of the case. All proceedings against the Company in the
Premick case have been dismissed, and the Company is finalizing a settlement.
We currently believe that none of these cases properly represent class actions, and we plan to
vigorously defend these cases. Our management believes that the final resolution of these matters
would not have a material effect on our consolidated financial position or liquidity.
In addition to the above matters, various claims and lawsuits arising in the normal course of
business are pending against us. The subject matter of these proceedings primarily includes
commercial disputes and employment issues. The results of those other proceedings are not expected
to have a material adverse effect on our consolidated financial position, liquidity or results of
operations.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the
factors discussed in Part I, Item 1A. Risk
Factors in our Annual Report on Form 10-K/A for the year
ended February 3, 2007 as filed with the Securities and Exchange
Commission on June 5, 2007,
which could materially affect our business, financial condition, financial results or future
performance. Reference is made to Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations Forward-Looking Statements of this report which is
incorporated herein by reference.
19
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 13, 2007, the Company assumed warrants exercisable for 150,000 shares of Golf Galaxy
stock, in connection with the merger of the Companys wholly-owned subsidiary with and into Golf
Galaxy, resulting in Golf Galaxy becoming the Companys wholly-owned subsidiary. Pursuant to the
merger, the warrants are exercisable for shares of Dicks stock at any time until March 16, 2016 at
an exercise price of $46.48 per share, subject to adjustment in the event of a subdivision,
reorganization, reclassification of the Companys stock or a sale or change in control of the
Company. The securities were issued in reliance upon the exemption from registration provided
under Section 4(2) of the Securities Act of 1933, as amended, as transactions not involving a
public offering due to lack of general solicitation or advertising, the status and knowledge of the
warrant holders and publicly available information about the Company and its operations.
ITEM 6. EXHIBITS
(a) Exhibits. The Exhibits listed in the Index to Exhibits, which appears on page 22 and is
incorporated herein by reference, are filed as part of this Form 10-Q.
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on June 6, 2007 on its behalf by the
undersigned, thereunto duly authorized.
|
|
|
|
|
DICKS SPORTING GOODS, INC. |
|
|
|
|
|
|
|
By:
|
|
/s/ EDWARD W. STACK
Edward W. Stack
|
|
|
|
|
Chairman of the Board, Chief Executive Officer and Director |
|
|
|
|
|
|
|
By:
|
|
/s/ TIMOTHY E. KULLMAN
Timothy E. Kullman
|
|
|
|
|
SVP Chief Financial Officer (principal financial and accounting officer) |
|
|
21
INDEX TO EXHIBITS
|
|
|
|
|
Exhibit Number |
|
Description of Exhibit |
|
Method of Filing |
4.1
|
|
Golf Galaxy, Inc. Amended and Restated 1996
Stock Option and Incentive Plan
|
|
Incorporated by
reference to
Exhibit 4.1 to the
Registration
Statement on Form
S-8, File No.
333-140713, filed
on February 14,
2007 |
|
|
|
|
|
4.2
|
|
Golf Galaxy, Inc 2004 Stock Incentive Plan
|
|
Incorporated by
reference to
Exhibit 4.1 to the
Registration
Statement on Form
S-8, File No.
333-140713, filed
on February 14,
2007 |
|
|
|
|
|
10.1
|
|
Second Amendment to Second Amended and
Restated Credit Agreement dated as of February
13, 2007
|
|
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 13, 2007 |
|
|
|
|
|
10.2
|
|
Cover letter and Second Amended and Restated
Employment Agreement, dated February 13, 2007
|
|
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 13, 2007 |
|
|
|
|
|
10.3
|
|
Stock Option Agreement, dated February 13, 2007
|
|
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 13, 2007 |
|
|
|
|
|
10.4
|
|
Restricted Stock Award Agreement, dated
February 13, 2007
|
|
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 13, 2007 |
|
|
|
|
|
10.5
|
|
Third Amendment to Second Amended and Restated
Credit Agreement dated as of February 28, 2007
|
|
Incorporated by
reference to
Exhibit 10.33 to
the Registrants
Form 10-K, File No.
001-31463, filed on
March 23, 2007 |
|
|
|
|
|
10.6
|
|
Offer Letter between Dicks Sporting Goods,
Inc and Timothy E. Kullman, dated February 5,
2007, as amended by letter dated February 9,
2007
|
|
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
March 20, 2007 |
|
|
|
|
|
10.7
|
|
Amendment to Dicks Sporting Goods
Supplemental Smart Savings Plan
|
|
Filed herewith |
|
|
|
|
|
31.1
|
|
Certification of Edward W. Stack, Chairman and
Chief Executive Officer, dated as of June 6,
2007 and made pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
Filed herewith |
|
|
|
|
|
31.2
|
|
Certification of Timothy E. Kullman, Executive
Vice President and Chief Financial Officer,
dated as of June 6, 2007 and made pursuant
to Rule 13a-14 of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|
|
Filed herewith |
|
|
|
|
|
32.1
|
|
Certification of Edward W. Stack, Chairman and
Chief Executive Officer, dated as of June 6,
2007 and made pursuant to Section 1350,
Chapter 63 of Title 18, United States Code, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
Filed herewith |
|
|
|
|
|
32.2
|
|
Certification of Timothy E. Kullman, Senior
Vice President and Chief Financial Officer,
dated as of June 6, 2007 and made pursuant
to Section 1350, Chapter 63 of Title 18,
United States Code, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith |
22