<PAGE>
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 29, 1995
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 NUMBER 0-5648
OSHMAN'S SPORTING GOODS, INC.
-----------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-1031691
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
2302 MAXWELL LANE, HOUSTON, TEXAS
77023
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(713) 928-3171
--------------------------------------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NO CHANGE
--------------------------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
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 X NO
----- -----
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
COMMON STOCK, $1.00 PAR VALUE 5,808,049
----------------------------- ---------
<PAGE>
PART I -- FINANCIAL INFORMATION
<PAGE>
ITEM 1 -- FINANCIAL STATEMENTS
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 29, 1995 AND JANUARY 28, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUL 29 JAN 28
1995 1995
ASSETS ------- --------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
CASH AND EQUIVALENTS $ 240 $ 254
ACCOUNTS RECEIVABLE, LESS ALLOWANCE OF
$393 JUL 95, $395 JAN 95 3,480 3,437
MERCHANDISE INVENTORIES 103,585 98,294
PREPAID EXPENSES AND OTHER 7,555 4,976
-------- --------
TOTAL CURRENT ASSETS 114,860 106,961
PROPERTY, PLANT AND EQUIPMENT-AT COST 82,498 80,374
LESS ACCUMULATED DEPRECIATION AND
AMORTIZATION 52,522 52,964
-------- --------
NET PROPERTY, PLANT AND EQUIPMENT 29,976 27,410
OTHER ASSETS 605 706
-------- --------
$145,441 $135,077
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
CURRENT MATURITIES OF LONG-TERM OBLIGATIONS $ 396 $ 186
TRADE ACCOUNTS PAYABLE 29,975 45,686
ACCRUED LIABILITIES 14,724 13,458
INCOME TAXES 206 128
RESTRUCTURING RESERVE 3,965 7,128
-------- --------
TOTAL CURRENT LIABILITIES 49,266 66,586
DEFERRED FEDERAL INCOME TAXES 267 302
DEFERRED RENTAL ALLOWANCES 1,759 1,738
LONG-TERM OBLIGATIONS 32,245 5,665
STOCKHOLDERS' EQUITY
COMMON STOCK 5,811 5,811
ADDITIONAL CAPITAL 3,610 3,434
RETAINED EARNINGS 52,504 51,562
LESS TREASURY STOCK, AT COST (21) (21)
-------- --------
STOCKHOLDERS' EQUITY 61,904 60,786
-------- --------
$145,441 $135,077
======== ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS
ENDED JULY 29, 1995 AND JULY 30, 1994
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ------------------
1995 1994 1995 1994
------- ------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $84,481 $80,095 $153,888 $146,220
COSTS AND EXPENSES:
COST OF GOODS SOLD 56,251 53,219 99,519 94,733
SELLING AND ADMINISTRATIVE EXPENSES 27,881 27,346 54,145 53,097
INTEREST EXPENSE 637 446 1,102 789
MISCELLANEOUS INCOME (1,783) (1,999) (1,940) (2,534)
------- ------- -------- --------
82,986 79,012 152,826 146,085
------- ------- -------- --------
INCOME BEFORE INCOME TAXES 1,495 1,083 1,062 135
INCOME TAXES 75 35 120 35
------- ------- -------- --------
NET INCOME $ 1,420 $ 1,048 $ 942 $ 100
======= ======= ======== ========
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE $ 0.24 $ 0.18 $ 0.16 $ 0.02
======= ======= ======== ========
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES 5,886 5,899 5,890 5,888
======= ======= ======== ========
DIVIDENDS PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
======= ======= ======== ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS
ENDED JULY 29, 1995 AND JULY 30, 1994
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS OF OPERATING ACTIVITIES:
NET INCOME $ 942 $ 100
ADJUSTMENTS TO RECONCILE NET CASH USED BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 2,704 2,863
PROVISION FOR LOSSES ON ACCOUNTS RECEIVABLE (2) 5
CHARGE TO RESERVE FOR CORPORATE RESTRUCTURING,
NET OF DEPRECIATION AND AMORTIZATION (2,803) (3,138)
STOCK OPTION AND BONUS PLAN EXPENSE, NET OF STOCK
RETAINED FOR INCOME TAXES 176 (20)
LOSS ON DISPOSITION OF FIXED ASSETS 154 22
GAIN ON DISPOSITION OF REAL ESTATE AND LEASEHOLDS -- (1,662)
DECREASE IN DEFERRED INCOME TAXES (35) (16)
AMORTIZATION OF DEFERRED RENTAL ALLOWANCES (72) --
CHANGES IN ASSETS AND LIABILITIES:
INCREASE IN ACCOUNTS RECEIVABLE (41) (568)
INCREASE IN MERCHANDISE INVENTORIES (5,291) (3,045)
(INCREASE) DECREASE IN PREPAID EXPENSES AND OTHER (597) 1,423
DECREASE IN TRADE ACCOUNTS PAYABLE (15,711) (6,472)
INCREASE (DECREASE) IN ACCRUED LIABILITIES 1,259 (1,432)
INCREASE (DECREASE) IN INCOME TAXES 78 (94)
-------- --------
NET CASH USED BY OPERATING ACTIVITIES (19,239) (12,034)
-------- --------
CASH FLOWS OF INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF FIXED ASSETS 17 12
PURCHASE OF PROPERTY, PLANT AND EQUIPMENT (5,712) (1,449)
PROCEEDS FROM DISPOSITION OF REAL ESTATE AND LEASEHOLDS 6 1,836
PROCEEDS FROM NOTE RECEIVABLE 24 24
PROCEEDS FROM RENTAL ALLOWANCES 100 --
DEPOSITS FOR ACQUISITION OF LEASEHOLD INTERESTS (2,000) --
-------- --------
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES (7,565) 423
-------- --------
CASH FLOWS OF FINANCING ACTIVITIES:
PROCEEDS OF LONG-TERM OBLIGATIONS, NET 26,790 11,802
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 26,790 11,802
-------- --------
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS (14) 191
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 254 44
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD $ 240 $ 235
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID
INCOME TAXES $ 64 $ 145
INTEREST $ 824 $ 701
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 29, 1995 AND JULY 30, 1994
(UNAUDITED)
NOTE A
THE FINANCIAL STATEMENTS ARE CONDENSED AND SHOULD BE READ IN CONJUNCTION WITH
THE 1994 ANNUAL REPORT. THE FINANCIAL INFORMATION CONTAINED HEREIN IS
UNAUDITED, BUT IN THE OPINION OF THE MANAGEMENT OF THE COMPANY, INCLUDES ALL
ADJUSTMENTS (CONSISTING OF NORMAL RECURRING ADJUSTMENTS) FOR A FAIR PRESENTATION
OF THE RESULTS OF OPERATIONS FOR THE PERIODS INDICATED. THE RESULTS FOR THE
THREE MONTHS AND SIX MONTHS ENDED JULY 29, 1995 ARE NOT NECESSARILY INDICATIVE
OF THE RESULTS TO BE EXPECTED FOR THE FULL YEAR.
NOTE B
EFFECTIVE JULY 31, 1995, THE COMPANY PURCHASED SEVEN LEASEHOLD INTERESTS
TOGETHER WITH CERTAIN STORE FIXTURES AND EQUIPMENT FROM SPORTSTOWN, INC. FOR
APPROXIMATELY $5,500,000. THE COMPANY EXPECTS TO OPEN THOSE STORES UNDER THE
SUPERSPORTS USA NAME PRIOR TO THANKSGIVING AND EXPECTS THAT ANNUALIZED SALES
VOLUME FROM THOSE STORES WILL BE APPROXIMATELY $50,000,000.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Liquidity and Capital Resources
Cash and equivalents at July 29, 1995 were $240,000 compared to $254,000 at
January 28, 1995. In the first six months of fiscal 1995, cash totaling
$19,239,000 was used in operating activities. The primary use of cash was
related to a $5,291,000 increase in merchandise inventories, a decrease of trade
accounts payable of $15,711,000 and charges to the Company's restructuring
reserve, discussed below. Cash totaling $7,565,000 was used by investing
activities, primarily for purchase of property, plant and equipment and for the
Company's purchase of leasehold interests from SportsTown, Inc, discussed below.
Financing activities provided cash of $26,790,000 as the Company utilized its
credit facility to meet its working capital needs during the first half of 1995.
Prepaid expenses and other increased $2,597,000 to $7,555,000 primarily as a
result of a $2,000,000 deposit related to the Company's purchase of seven
leasehold interests from SportsTown, Inc. effective July 31, 1995 at a net cost
of approximately $5,500,000, including the purchase of certain store fixtures
and equipment. This purchase will be financed with funds provided by the
Company's credit facility, discussed further below. The Company expects to open
these stores under the SuperSports USA name prior to Thanksgiving and expects
that sales volumes from these locations will approach $50,000,000 on an
annualized basis.
The decrease in trade accounts payable in the first half of fiscal 1995 resulted
from the normal payoff of somewhat higher than normal beginning of the year
balances related to the receipt, during January 1995, of footwear and certain
direct import merchandise in anticipation of promotions planned for February
1995.
In the fourth quarter of fiscal 1993, the Company implemented a restructuring
plan to accelerate the closing of 34 underperforming traditional stores during
1994 and 1995. As of the end of the first half of 1995, the Company had closed
28 of the 34 stores and obtained rent concessions on an additional two stores.
In the first half of 1995, these stores as a group used cash of approximately
$2,803,000 to cover losses before depreciation and amortization. Approximately
$505,000 of this amount was for lease terminations related to stores closed as
of July 1995. Sales from all stores included in the restructure group were
$4,066,000 and $7,330,000, respectively, in the quarter and six months ended
July 29, 1995 compared to $5,843,000 and $12,176,000, respectively, in the
second quarter and first half of 1994. During the six months ended July 29,
1995, the Company charged its restructuring reserve $3,163,000 for the operating
losses, liquidation markdowns, lease termination costs and write-off of fixed
assets which have been incurred for the stores included in the restructure
group.
In connection with the Company's acquisition of the seven SportsTown, Inc.
locations discussed above, the Company obtained a committment letter from its
lender, The CIT Group/Business Credit, Inc. to increase its credit facility by
$5,000,000 upon the Company's purchase of the SportsTown, Inc. locations and
upon completion of an amendment to its financing agreement. This amendment,
which the Company expects to complete in September, will increase the Company's
line of credit by $5,000,000 to $55,000,000 with an additional seasonal increase
of $15,000,000 during the period between September 15 and December 15 each year.
Other terms of the financing agreement such as the formula for calculating the
Company's borrowing base and certain requirements regarding the Company's loan
reserves will remain unchanged.
Average borrowings under the Company's credit facility during the first six
months of 1995 were $21,833,000, and the highest amount of borrowings and
outstanding letters of credit was $34,209,000 at July 25,1995. During the first
six months of 1994, average borrowings were $14,669,000, and the highest amount
of borrowings and outstanding letters of credit was $25,325,000 at May 16, 1994.
Results of Operations
Net sales for the quarter ended July 29, 1995 increased 5.5%, while sales for
the six months then ended increased 5.2%, compared to the same periods in 1994.
Excluding sales from stores included in the restructure group, net sales
increased 8.3% and 9.3%, respectively, for the quarter and six months ended July
29, 1995. Comparable same store sales, excluding the stores in the restructure
group, increased 4.6% in the
<PAGE>
second quarter and 4.8% in the first six months of 1995 compared to the same
periods in 1994. The sales increases are attributable to increased sales
promotions and to sales contributions from four new SuperSports USA megastores
opened in the last 12 months.
Same store sales in the Company's SuperSports USA megastores increased 19.5% and
18.6% respectively in the second quarter and first six months of 1995. Net
sales in these stores, which equalled 41.9% of total retail sales in the first
six months of 1995, increased 47.1% over the same period last year. At the end
of the first half of 1995, the Company was operating 125 stores, including
thirteen megastores, compared to 146 stores, including nine megastores, at the
same time a year ago. The Company opened its fourteenth megastore in late
August and expects to open three additional megastores during fiscal 1995, in
addition to the seven locations acquired from SportsTown Inc., bringing the
total number of megastores in operation to 24 at the end of fiscal 1995.
Cost of goods sold was 66.6% and 64.7%, respectively, in the quarter and six
months ended July 29, 1995 compared to 66.4% and 64.8%, respectively, for the
same periods in 1994.
Selling and administrative expenses as a percentage of sales were 33.0% and
35.2%, respectively, for the quarter and six months ended July 29, 1995,
compared to 34.1% and 36.3%, respectively, in the same periods last year.
Selling and administrative expenses includes a $116,000 net charge and a net
credit of $212,000, in the quarter and six months ended July 29, 1995,
respectively, compared to a net credit of $586,000 in the quarter and $1,108,000
in the six months ended July 30, 1994, related to the 34 stores included in the
restructure group. Excluding these adjustments, selling and administrative
expenses as a percentage of sales were 32.9% and 35.3% respectively for the
quarter and six months ended July 29, 1995 compared to 34.9% and 37.1%,
respectively, for the same periods in 1994. This improvement as a percentage of
sales is related primarily to increased same store sales and an overall
reduction, as a percentage of sales, in occupancy and selling costs as the more
productive SuperSports USA megastores continue to increase their proportionate
contribution to overall Company results.
Interest expense for the quarter and six months ended July 29, 1995 was $637,000
and $1,102,000, respectively, compared to $446,000 and $789,000, respectively,
for the same periods last year. The increased interest expense is primarily
related to increased average borrowings under the Company's credit facility and
to increases in interest rates since the first half of 1994.
The variations in miscellaneous income (expense) are set out in the table below:
<TABLE>
<CAPTION>
2ND QUARTER SIX MONTHS
--------------- ---------------
1995 1994 1995 1994
------- ------ ------ -------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Gain on sales of real estate
and leasehold interest $1,550 $1,830 $1,550 $1,830
License fees 222 376 639 765
Provision for stores closed in
the normal course of operations
and write off of other assets (67) (199) (343) (155)
Other - net 78 (8) 94 94
------ ------ ------ ------
$1,783 $1,999 $1,940 $2,534
======= ====== ====== ======
</TABLE>
Income taxes in the first half of 1995 and 1994 are related primarily to state
income taxes. There was no income tax benefit in the first six months of 1995
or 1994 as a result of the Company's inability to fully recognize the tax
benefits of net operating losses and future deductible temporary differences in
the calculation of its tax expense under SFAS 109. The Company has filed
Federal income tax refund claims of $4,142,000 resulting from the application of
net operating loss carrybacks, of which $3,332,000 plus interest of $456,000 was
received in August, 1995. Approximately $1,652,000 of the total claims relate
to the benefit of carrying back net operating losses to periods for which the
tax rates exceeded the current 34% Federal income tax rate. Refunds are subject
to audit by the Internal Revenue Service for a two year period. These amounts
will result in tax benefits recordable in the Company's income statement at the
earliest of the expiration of the audit period, the completion of an Internal
Revenue Service audit upholding the refund claims or such date as the Company
believes the net operating loss benefit could be realized through the
carryforward of the benefit should the carryback be disallowed. Amounts
recognized under the latter condition will be limited to an amount exclusive of
the interest and carryback rate difference benefit.
<PAGE>
In the quarter ended July 29, 1995, the Company had pretax earnings of
$1,495,000 compared to $1,083,000 before income taxes in the same quarter last
year. For the six months ended July 29, 1995, the Company earned $1,062,000
before income taxes compared to $135,000 in the first six months of 1994. The
improved results are primarily due to increased sales volumes and reduced
selling and administrative expenses as a percentage of sales as the Company
continues to increase the number of SuperSports USA megastores in operation and
to close underperforming traditional stores.
<PAGE>
PART II -- OTHER INFORMATION
<PAGE>
ITEM 4 - SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
(a) June 16, 1995 annual meeting of stockholders.
(c) Matters voted upon.
1. Election of seven directors to serve as the Board of Directors until
the next annual meeting of stockholders and until their respective
successors are elected.
<TABLE>
<CAPTION>
NUMBER OF VOTES
-------------------------------
WITHHELD BROKER
NOMINEE FOR AUTHORITY NON-VOTES
--------------------- --------- --------- ---------
<S> <C> <C> <C>
Morrie K. Abramson 4,962,970 335,317 -
William N. Anderson 4,963,588 334,699 -
Marvin Aronowitz 4,963,347 334,940 -
Fred M. Gerson 4,964,500 333,787 -
Alvin N. Lubetkin 4,963,447 334,840 -
Marilyn Oshman 4,964,247 334,040 -
Dolph B. H. Simon 4,964,147 334,140 -
</TABLE>
2. Adoption of the Amendments to the Oshman's Sporting Goods, Inc. 1994
Omnibus Plan.
<TABLE>
<CAPTION>
NUMBER OF VOTES
--------------------------------------------------
BROKER
FOR AGAINST ABSTAIN NON-VOTES
--------- ------- ------- ---------
<S> <C> <C> <C>
4,076,607 584,094 30,740 606,846
</TABLE>
<PAGE>
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.
OSHMAN'S SPORTING GOODS, INC.
/s/ A. LYNN BOERNER
DATE: SEPTEMBER 11, 1995 BY: ________________________
VICE-PRESIDENT AND
CHIEF ACCOUNTING OFFICER
<PAGE>
Item 6. Exhibits
EXHIBIT INDEX
10.13 First Amendment to Oshman's Sporting Goods Inc. 1994
Omnibus Plan dated June 16, 1995.
11.1 Statement re: Computation of Per Share
Earnings.
27 Financial Data Schedule.
<PAGE>
EXHIBIT 10.13
AMENDMENT TO THE 1994 OMNIBUS PLAN
This Amendment (the "Amendment") amends the 1994 Omnibus Plan of Oshman's
Sporting Goods, Inc. (the "Company").
WHEREAS, the Company has heretofore adopted and maintains the Company's 1994
Omnibus Plan (the "Plan") for the benefit of eligible employees of the Company;
and
WHEREAS, the Company desires to further amend the Plan to increase the number
of shares of common stock of the Company subject to such plan and to increase
the number of such shares that may be awarded to a single individual under the
Plan;
WHEREAS, a majority of the Board of Directors of the Company approved this
Amendment on April 21, 1995, effective as of that date subject to approval of
the Amendment by the Stockholders of the Company, which approval was obtained at
the Company's annual meeting on June 16, 1995, each in accordance with the
Amended and Restated Articles of Incorporation and Amended and Restated Bylaws
of the Company;
NOW, THEREFORE, the Plan is hereby amended as follows:
(1) Section 1.4(a) of the Plan is hereby amended to read in its entirety as
follows:
"(a) Common Stock Authorized. Subject to adjustment
under Section 5.5, the aggregate number of shares of Common
Stock available for granting Incentive Awards under the Plan shall
be equal to 750,000 shares of Common Stock. If any Incentive
Award shall expire or terminate for any reason, without being
exercised or paid, shares of Common Stock subject to such
Incentive Award shall again be available for grant in connection
with grants of subsequent Incentive Awards."
(2) Section 1.4(d) of the Plan is hereby amended to read in its entirety as
follows:
"(d) Special Limitation. In no event shall the number of
shares of Common Stock subject to Options granted with an
exercise price at least equal to the Fair Market Value of the
underlying shares of Common Stock on the date of grant, plus the
number of shares underlying Stock Appreciation Rights awarded
to any one Grantee who is a Covered Employee during the period
from April 22, 1994 through January 31, 2004, exceed two
hundred and fifty thousand (250,000) shares of the Common Stock
authorized under Section 1.4(a). In all events, determinations
under the preceding sentence shall be made in a manner that is
consistent with Section 162(m) of the Code and regulations
promulgated thereunder. Except as otherwise provided in the two
<PAGE>
immediately preceding sentences, the provisions of this
Section 1.4(d) shall not limit the number of shares of Common
Stock that otherwise may be awarded to any one Grantee who is
a Covered Employee under any form of Incentive Award
authorized under the Plan."
IN WITNESS WHEREOF, this amendment is executed this 16th day of June, 1995.
OSHMAN'S SPORTING GOODS, INC.
By: /s/ Alvin N. Lubetkin
--------------------------------------
Alvin N. Lubetkin, Chief Executive
Officer and Vice Chairman of the Board
<PAGE>
EXHIBIT 11.1
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
FOR THE THREE AND SIX MONTHS
ENDED JULY 29, 1995 AND JULY 30, 1994
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED SIX MONTHS ENDED SIX MONTHS ENDED
------------------ ------------------ ---------------- ----------------
1995 1994 1995 1994
------------------ ------------------ ---------------- ----------------
FULLY FULLY FULLY FULLY
PRIMARY DILUTED PRIMARY DILUTED PRIMARY DILUTED PRIMARY DILUTED
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET EARNINGS $1,420 $1,420 $1,048 $1,048 $ 942 $ 942 $ 100 $ 100
====== ====== ====== ====== ====== ====== ====== ======
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 5,811 5,811 5,805 5,805 5,811 5,811 5,805 5,805
EXCESS OF SHARES ISSUABLE UPON
EXERCISE OF STOCK OPTIONS OVER
SHARES DEEMED RETIRED UNDER THE
"TREASURY STOCK" METHOD 75 216 94 105 79 149 83 96
------ ------ ------ ------ ------ ------ ------ ------
WEIGHTED AVERAGE NUMBER OF COMMON
AND DILUTIVE COMMON EQUIVALENT
SHARES OUTSTANDING 5,886 6,027 5,899 5,910 5,890 5,960 5,888 5,901
====== ====== ====== ====== ====== ====== ====== ======
EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE $ 0.24 $ 0.24 $ 0.18 $ 0.18 $ 0.16 $ 0.16 $ 0.02 $ 0.02
====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
SET NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<PERIOD-END> JUL-29-1995
<CASH> 240
<SECURITIES> 0
<RECEIVABLES> 3,480
<ALLOWANCES> 393
<INVENTORY> 103,585
<CURRENT-ASSETS> 114,860
<PP&E> 82,498
<DEPRECIATION> 52,522
<TOTAL-ASSETS> 145,441
<CURRENT-LIABILITIES> 49,266
<BONDS> 0
<COMMON> 5,811
0
0
<OTHER-SE> 56,093
<TOTAL-LIABILITY-AND-EQUITY> 145,441
<SALES> 153,888
<TOTAL-REVENUES> 153,888
<CGS> 99,519
<TOTAL-COSTS> 99,519
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,102
<INCOME-PRETAX> 1,062
<INCOME-TAX> 120
<INCOME-CONTINUING> 942
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 942
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
