OSHMANS SPORTING GOODS INC
10-Q, 1996-06-17
MISCELLANEOUS SHOPPING GOODS STORES
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<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 May 4, 1996

                                       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                5,824,699
     -----------------------------                ---------
<PAGE>
 
                        PART I -- FINANCIAL INFORMATION
<PAGE>
 
ITEM 1 - FINANCIAL STATEMENTS

                OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                       MAY 4, 1996 AND FEBRUARY 3, 1996
                                (in thousands)

<TABLE> 
<CAPTION> 
                                                MAY 4,             FEBRUARY 3,
                                                1996                  1996
                                              --------             -----------
             ASSETS                          (UNAUDITED)
<S>                                           <C>                    <C>
CURRENT ASSETS  
  CASH AND CASH EQUIVALENTS                   $    361               $    327
  ACCOUNTS RECEIVABLE, LESS ALLOWANCE
   OF $388 MAY 96, $386 FEB 96                   2,878                  3,452
  MERCHANDISE INVENTORIES                      129,234                110,630
  PREPAID EXPENSES AND OTHER                     7,516                  7,819
                                              --------               --------
    TOTAL CURRENT ASSETS                       139,989                122,228

PROPERTY, PLANT AND EQUIPMENT - AT COST         94,356                 93,807
  LESS ACCUMULATED DEPRECIATION AND
   AMORTIZATION                                 54,639                 53,701
                                              --------               --------
    NET PROPERTY, PLANT AND EQUIPMENT           39,717                 40,106

OTHER ASSETS                                       564                    589
                                              --------               --------
                                              $180,270               $162,923
                                              ========               ========

    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  CURRENT MATURITIES OF LONG-TERM
   OBLIGATIONS                                $    800               $    809
  TRADE ACCOUNTS PAYABLE                        48,909                 35,486
  ACCRUED LIABILITIES                           16,462                 18,231
  INCOME TAXES                                   4,422                  4,382
  RESTRUCTURING RESERVE                            399                    480
                                              --------               --------
    TOTAL CURRENT LIABILITIES                   70,992                 59,388

DEFERRED FEDERAL INCOME TAXES                      504                    504

DEFERRED RENTAL ALLOWANCES                       3,121                  3,180

LONG-TERM OBLIGATIONS                           43,642                 36,681

STOCKHOLDERS' EQUITY
  COMMON STOCK                                   5,827                  5,822
  ADDITIONAL CAPITAL                             3,922                  3,865
  RETAINED EARNINGS                             52,283                 53,504
  LESS TREASURY STOCK, AT COST                     (21)                   (21)
                                              --------               --------
    STOCKHOLDERS' EQUITY                        62,011                 63,170
                                              --------               --------
                                              $180,270               $162,923
                                              ========               ========
</TABLE> 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
 
                OSHMAN'S SPORTING GOODS, INC., AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE THREE MONTHS ENDED
                        MAY 4, 1996 AND APRIL 29, 1995
                                  (UNAUDITED)
                     (in thousands, except per share data)

<TABLE> 
<CAPTION> 
                                               1996             1995
                                             -------          -------
<S>                                          <C>              <C>
NET SALES                                    $82,719          $69,407

COST OF GOODS SOLD                            52,540           43,268
                                             -------          -------
    GROSS PROFIT                              30,179           26,139

OPERATING EXPENSES
  SELLING AND ADMINISTRATIVE EXPENSES         29,640           25,909
  PRE-OPENING EXPENSES                           966              316
  STORE CLOSING PROVISION                         93              204
  MISCELLANEOUS INCOME                          (295)            (322)
                                             -------          -------
    OPERATING (LOSS) INCOME                     (225)              32

INTEREST EXPENSE, NET                            934              465
                                             -------          -------
LOSS BEFORE INCOME TAXES                      (1,159)            (433)

INCOME TAXES                                      62               45
                                             -------          -------
    NET LOSS                                 $(1,221)         $  (478)
                                             =======          =======

EARNINGS (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE                            $  (.21)         $  (.08)
                                             =======          =======

WEIGHTED AVERAGE NUMBER OF COMMON
 AND COMMON EQUIVALENT SHARES                  5,827            5,811
                                             =======          =======

DIVIDENDS PER SHARE                          $    -           $    -
                                             =======          =======
</TABLE> 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
 
                OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE THREE MONTHS ENDED MAY 4, 1996 AND APRIL 29, 1995
                                  (UNAUDITED)
                                (in thousands)

<TABLE> 
<CAPTION> 
                                                      1996         1995
                                                    --------     --------
<S>                                                 <C>          <C>
CASH FLOWS OF OPERATING ACTIVITIES:
  NET LOSS                                          $ (1,221)    $   (478)
  ADJUSTMENTS TO RECONCILE NET CASH (USED)
   PROVIDED BY OPERATING ACTIVITIES:
    DEPRECIATION AND AMORTIZATION                      1,619        1,319
    RECOVERIES OF LOSSES ON ACCOUNTS RECEIVABLE           (2)          (4)
    CHARGE TO RESERVE FOR CORPORATE RESTRUCTURING,
     NET OF DEPRECIATION AND AMORTIZATION                (81)      (1,530)
    PROVISION FOR LOSSES ON STORE CLOSINGS                93          204
    STOCK OPTION AND BONUS PLAN EXPENSE                   26           88
    (GAIN) LOSS ON DISPOSITION OF FIXED ASSETS            (2)          90
    AMORTIZATION OF DEFERRED RENTAL ALLOWANCES           (59)          55
    CHANGES IN ASSETS AND LIABILITIES:
      DECREASE IN ACCOUNTS RECEIVABLE                    576          619
      INCREASE IN MERCHANDISE INVENTORIES            (18,604)     (10,763)
      DECREASE IN PREPAID EXPENSES AND OTHER           1,622        1,558
      INCREASE (DECREASE) IN TRADE ACCOUNTS
       PAYABLE                                        13,423      (10,194)
      (DECREASE) INCREASE IN ACCRUED LIABILITIES      (1,849)         493
      INCREASE IN INCOME TAXES                            40            6
                                                    --------     --------
        NET CASH USED BY OPERATING ACTIVITIES         (4,419)     (18,537)

CASH FLOWS OF INVESTING ACTIVITIES:
  PROCEEDS FROM SALE OF FIXED ASSETS                      15           13
  PURCHASE OF PROPERTY, PLANT AND EQUIPMENT           (3,089)      (1,895)
  PROCEEDS FROM DISPOSITION OF REAL ESTATE
   AND LEASEHOLDS                                          1            4
  PROCEEDS FROM NOTE RECEIVABLE                           13           13
  PROCEEDS FROM LANDLORDS                                525           -
                                                    --------     --------
        NET CASH USED BY INVESTING ACTIVITIES         (2,535)      (1,865)

CASH FLOWS OF FINANCING ACTIVITIES:
  PROCEEDS FROM STOCK ISSUANCE                            36           -
  PROCEEDS FROM ISSUANCE OF LONG-TERM OBLIGATIONS         -           676
  PAYMENTS OF LONG-TERM OBLIGATIONS                     (195)         (79)
  PROCEEDS FROM REVOLVING CREDIT FACILITY, NET         7,147       19,808
                                                    --------     --------
        NET CASH PROVIDED BY FINANCING ACTIVITIES      6,988       20,405

NET INCREASE IN CASH AND CASH EQUIVALENTS                 34            3

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         327          254
                                                    --------     --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD          $    361     $    257
                                                    ========     ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
  CASH PAID DURING THE YEAR FOR
    INCOME TAXES                                    $      7     $     26
    INTEREST                                             642          306
</TABLE> 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>
 
                 OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         MAY 4, 1996 AND APRIL 29, 1995
                                  (UNAUDITED)



NOTE A

The financial statements are condensed and should be read in conjunction with
the 1995 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 ended May 4, 1996 are not necessarily indicative of the results to be
expected for the full year.
<PAGE>
 
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.


Results of Operations

The following table sets forth selected statements of operations data of the
Company expressed as a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
                                          PERCENTAGE OF NET SALES
                                        ------------------------
                                                1ST QUARTER
                                        ------------------------
                                             1996         1995
                                        ------------------------
<S>                                       <C>          <C>
Net sales                                      100.0       100.0
Cost of goods sold                              63.5        62.3
                                        ------------   ---------
     Gross profit                               36.5        37.7
Operating expenses
     Selling and administrative expenses        35.8        37.3
     Pre-opening expenses                        1.2          .5
     Store closing provision                      .1          .3
     Miscellaneous income                        (.4)        (.5)
                                        ------------   ---------
          Operating (loss)income                 (.3)         .1
Interest expense, net                            1.1          .7
                                        ------------   ---------
Loss before income taxes                        (1.4)        (.6)
Income taxes                                      .1          .1
                                        ------------   ---------
Net loss                                        (1.5)        (.7)
                                        ------------   ---------
 
</TABLE>

     Net sales for the first quarter of fiscal 1996 increased 19.2% to $82.7
million compared to $69.4 million in the same period in fiscal 1995. The
increase in sales is primarily attributable to sales contributions from the 11
new SuperSports USA megastores opened in the last 12 months. Sales from
megastores during the first quarter of fiscal 1996 increased 78.7% over the same
period last year and represented 60.1% of total retail sales compared to 40.5%
in the first quarter of fiscal 1995. The increase in megastore sales was
partially offset by reduced sales from the Company's traditional stores. The
Company has closed 17 traditional stores during the last 12 months, including
seven which were included in the restructure group. Sales declines in the first
quarter of fiscal 1996 attributable to closed stores totaled $5.2 million.
<PAGE>
 
Comparable same store sales in the Company's SuperSports USA megastores
increased 1.4% in the first quarter of fiscal 1996 while sales in comparable
traditional stores decreased 7.2% causing a 3.4% decline in overall same store
sales compared to the same period last year. The decline in overall same store
sales results is related primarily to weakness in snow ski related sales during
the early part of the first quarter and also in-line skate sales. A portion of
the sales decline in the Company's traditional stores is attributable to the
elimination of certain categories from merchandise assortments as they did not
deliver profitable sales. Even though sales have declined somewhat, management
does not believe this strategy will negatively effect profitablility over the
course of the year. Additionally, some cannibalization of sales in the Company's
traditional stores where SuperSports USA megastores have been opened has further
contributed to the decline in traditional same store sales results.

Cost of goods sold was 63.5% in the quarter ended May 4, 1996 compared to 62.3%
for the same period in fiscal 1995. The increase in cost of goods sold as a
percentage of sales compared to last year is primarily attributable to a better
than expected physical inventory result recognized in the first quarter fiscal
1995. In addition, approximately .4% of the increase as a percentage of sales is
related to markdowns taken with respect to the disposition of obsolete snow ski
merchandise.

Selling and administrative expenses as a percentage of sales were 35.8% for the
quarter ended May 4, 1996 compared to 37.3% in the same period last year. This
improvement as a percentage of sales is related primarily to the proportionate
increase in the number of SuperSports USA megastores in operation, which as a
group have a lower selling and administrative cost as a percentage of sales than
the Company's traditional stores, and to the leveraging effect of increased
sales volumes on corporate overhead expenses and other relatively fixed costs,
as a percentage of sales.

Pre-opening expenses of new SuperSports USA megastores are amortized over the
first 12 months of operation. The $966,000 expense in the first quarter of
fiscal 1996 compared to $316,000 in the same period last year relates to the
opening of 12 megastores in fiscal 1995 compared to only four megastores
openings in the prior fiscal year.

Store closing provision expenses were $93,000 in the first quarter of fiscal
1996 compared to $204,000 in the first quarter last year. Excluding restructure
stores, the Company closed four traditional stores in the first quarter of
fiscal 1996 and two in the first quarter of fiscal 1995, and closed an
additional six during the balance of fiscal 1995. The Company expects it will
close approximately seven to ten traditional stores during fiscal 1996.
<PAGE>
 
Miscellaneous income decreased to $295,000 in the first quarter of fiscal 1996
from $322,000 in the same period in fiscal 1995 primarily as a result of a
decline in fees from foreign licensees partially offset by reduced losses on
disposition of fixed assets.

Net interest expense for the first quarter of fiscal 1996 was $934,000 compared
to $465,000 for the same period last year. The increased interest expense is
related to increased average borrowings under the Company's credit facility.

Income taxes in the first quarters of fiscal 1996 and 1995 are related primarily
to state income taxes. There was no income tax benefit in the first quarters of
fiscal 1996 or 1995 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.

In the quarter ended May 4, 1996, the Company had a pretax loss of $1.2 million
compared to a loss of $433,000 before income taxes in the same quarter last
year. Although the Company experienced improved results from its SuperSports USA
megastores, both in terms of same stores sales results and in store
profitability, they were not sufficient to overcome the effects of the decline
in results from traditional stores and the non-recurrence of the favorable
physical inventory result experienced in fiscal 1995 as discussed above.
Additionally, the increase in pre-opening expenses and net interest expense
further contributed to the decline in results for the quarter. The Company
expects improved performance as it continues to increase the number of
SuperSports USA megastores in operation and to selectively close traditional
stores which do not meet its current criteria for profitability.

Liquidity and Capital Resources

Cash and equivalents at May 4, 1996 were $361,000 compared to $327,000 at
February 3, 1996. In the first quarter of fiscal 1996, cash totaling $4.4
million was used in operating activities. The primary use of cash during this
period was related to an $18.6 million increase in merchandise inventories and a
$1.8 million decrease in accrued liabilities, partially offset by an increase in
trade accounts payable of $13.4 million. The increase in merchandise inventories
and corresponding increase in trade accounts payable are related to inventory
buildup for the Company's Once a Year sale which began in the last week of the
quarter. Additionally, a portion of the increase was related to inventory for
the Company's 25th SuperSports USA megastore which opened in May 1996. The
decrease in accrued liabilities is primarily related to normal fluctuations in
accrued payrolls and related taxes, sales and property taxes, and other such
items.
<PAGE>
 
Investing activities used cash totaling $2.5 million, primarily for the purchase
of property, plant and equipment, including the renovation of one of the seven
store locations acquired from SportsTown, Inc. in 1995 and the opening of a
SuperSports USA megastore in May 1996. There currently are six additional
SuperSports USA megastores under construction in Utah, Texas and California, of
which at least five are expected to open in fiscal 1996.

Financing activities provided cash of $7.0 million as the Company utilized its
credit facility to meet its working capital needs during the first quarter of
fiscal 1996. Average borrowings under the Company's credit facility during the
first quarter of fiscal 1996 were $38.3 million, and the highest amount of
borrowings and outstanding letters of credit was $45.7 million at April 22,
1996. During the same period of fiscal 1995, average borrowings were $17.1
million, and the highest amount of borrowings and outstanding letters of credit
was $27.6 million at April 24, 1995. The increased level of borrowing in fiscal
1996 is related primarily to the net inventory requirements and capital
expenditures related to the 11 SuperSports USA megastores opened since the end
of the first quarter of fiscal 1995. The Company anticipates it will be able to 
satisfy its capital requirements through the use of its credit facility and 
internally generated funds. The Company is in compliance with all covenants of 
its credit agreement.

In the first quarter of fiscal 1996, the Company closed the last store remaining
in its restructure group, however, a lease termination agreement has not been
obtained. The Company believes the balance remaining in its restructure reserve
is adequate to cover future costs associated with this location.
<PAGE>
 
                          PART II -- OTHER INFORMATION
<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.


Date:  June 17, 1996                      By: /s/ A. Lynn Boerner
                                             ______________________________
                                                A. Lynn Boerner
                                                Vice-President and
                                                Chief Accounting Officer
<PAGE>
 
ITEM 6.  EXHIBITS


                                 Exhibit Index


4.1   Fifteenth Amendment Dated April 12, 1996 to the Financing Agreement dated
      August 31, 1992 between the Company and The CIT Group/Business Credit,
      Inc.

11.1  Statement Re: Computation of Per Share Earnings

27    Financial Data Schedule

<PAGE>
 
[LETTERHEAD OF THE CIT GROUP APPEARS HERE]

                                                                     EXHIBIT 4.1

                                                                  April 12, 1996

J.S. OSHMAN AND CO., INC.
OSHMAN SPORTING GOODS CO., ALABAMA
OSHMAN SPORTING GOODS CO., ARIZONA
OSHMAN SPORTING GOODS CO., ARKANSAS
OSHMAN SPORTING GOODS CO., CALIFORNIA
OSHMAN SPORTING GOODS CO., FLORIDA
OSHMAN SPORTING GOODS CO., GEORGIA
OSHMAN SPORTING GOODS CO., HAWAII
OSHMAN SPORTING GOODS CO., KANSAS
OSHMAN SPORTING GOODS CO., LOUISIANA
OSHMAN SPORTING GOODS CO., MINNESOTA
OSHMAN SPORTING GOODS CO., MISSOURI
OSHMAN SPORTING GOODS CO., NEVADA
OSHMAN SPORTING GOODS CO., NEW JERSEY
OSHMAN SPORTING GOODS CO., NEW MEXICO
OSHMAN SPORTING GOODS CO., NEW YORK
OSHMAN SPORTING GOODS CO., OHIO
OSHMAN SPORTING GOODS CO., OKLAHOMA
OSHMAN SPORTING GOODS CO., OREGON
OSHMAN SPORTING GOODS CO., SOUTH CAROLINA
OSHMAN SPORTING GOODS CO., TENNESSEE
OSHMAN SPORTING GOODS CO., TEXAS
OSHMAN SPORTING GOODS CO., UTAH
OSHMAN SPORTING GOODS CO., WASHINGTON
OSHMAN'S SKI SKOOL, INC.
OSHMAN'S SPORTING GOODS, INC. - SERVICES
2302 Maxwell Lane
Houston, TX 77223

Gentlemen:


<PAGE>
 
We refer to the Financing Agreement among us, dated August 31, 1992, as amended 
(herein the "Financing Agreement"). Capitalized terms used and not otherwise 
defined herein shall have the meanings ascribed to such terms in the Financing 
Agreement.

Pursuant to mutual understanding, the Financing Agreement is amended as follows:

1) Subparagraph I of Paragraph 10 of Section 6 of the Financing Agreement is
   hereby amended (a) by deleting the language "less than $750,000.00" appearing
   under EBITDA and across from "May 4, 1996 and for the last day in the first
   quarter of each fiscal year thereafter" and substituting $250,000.00" in lieu
   thereof; and (b) by deleting the language "less than $4,000,000.00" across
   from "August 3, 1996 and for the last day in the second quarter of each
   fiscal year thereafter" and substituting "$3,250,000.00" in lieu thereof.

2) Paragraph 11 of Section 6 of the Financing Agreement is hereby amended by 
   adding the following language at the end of the paragraph:

   "To the extent the Companies do not fully use the Capital Expenditures
   permitted in the fiscal year ended February 3, 1996, then the amount not so
   expended may be added to the Capital Expenditures amount permitted for the
   fiscal year ended February 1, 1997."

Except as otherwise specifically provided herein, no other change in any of the 
terms or provisions of the Financing Agreement is intended or implied. If the 
foregoing is in accordance with your understanding, please sign and return to us
the enclosed copy of this letter to so indicate.

                                       Very truly yours,

                                       THE CIT GROUP/BUSINESS
                                       CREDIT, INC.

                                       By:    /s/ Pamela Wyniek
                                              ----------------------------------
                                       Title: Assistant Secretary
<PAGE>
 
Read and Agreed to:

J.S. OSHMAN AND CO., INC.
OSHMAN SPORTING GOODS CO., ALABAMA
OSHMAN SPORTING GOODS CO., ARIZONA
OSHMAN SPORTING GOODS CO., ARKANSAS
OSHMAN SPORTING GOODS CO., CALIFORNIA
OSHMAN SPORTING GOODS CO., FLORIDA
OSHMAN SPORTING GOODS CO., GEORGIA
OSHMAN SPORTING GOODS CO., HAWAII
OSHMAN SPORTING GOODS CO., KANSAS
OSHMAN SPORTING GOODS CO., LOUISIANA
OSHMAN SPORTING GOODS CO., MINNESOTA
OSHMAN SPORTING GOODS CO., MISSOURI
OSHMAN SPORTING GOODS CO., NEVADA
OSHMAN SPORTING GOODS CO., NEW JERSEY
OSHMAN SPORTING GOODS CO., NEW MEXICO
OSHMAN SPORTING GOODS CO., NEW YORK
OSHMAN SPORTING GOODS CO., OHIO
OSHMAN SPORTING GOODS CO., OKLAHOMA
OSHMAN SPORTING GOODS CO., OREGON
OSHMAN SPORTING GOODS CO., SOUTH CAROLINA
OSHMAN SPORTING GOODS CO., TENNESSEE
OSHMAN SPORTING GOODS CO., TEXAS
OSHMAN SPORTING GOODS CO., UTAH
OSHMAN SPORTING GOODS CO., WASHINGTON
OSHMAN'S SKI SKOOL, INC.
OSHMAN'S SPORTING GOODS, INC. - SERVICES

By /s/ A. Lynn Boerner
   --------------------------------------------------
   Title: Vice-President and Chief Accounting Officer


<PAGE>
 
                                                                    EXHIBIT 11.1

                OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
        COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
                                  (UNAUDITED)
                     (in thousands, except per share data)

<TABLE> 
<CAPTION> 
                                        THREE MONTHS ENDED   THREE MONTHS ENDED
                                            MAY 4, 1996         APRIL 29, 1995
                                        ------------------   ------------------
                                                    FULLY                FULLY
                                        PRIMARY    DILUTED   PRIMARY    DILUTED
                                        -------    -------   -------    -------
<S>                                     <C>        <C>       <C>        <C>
NET LOSS                                $(1,221)   $(1,221)  $  (478)   $  (478)
                                        =======    =======   =======    =======

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                       5,827      5,827     5,811      5,811

EXCESS OF SHARES ISSUABLE UPON
 EXERCISE OF STOCK OPTIONS OVER
 SHARES DEEMED RETIRED UNDER THE
 "TREASURY STOCK" METHOD                     -          -         -          -
                                        -------    -------   -------    -------

WEIGHTED AVERAGE NUMBER OF COMMON
 AND DILUTIVE COMMON EQUIVALENT
 SHARES OUTSTANDING                       5,827      5,827     5,811      5,811
                                        =======    =======   =======    =======

    LOSS PER COMMON AND COMMON 
     EQUIVALENT SHARE                   $  (.21)   $  (.21)  $  (.08)   $  (.08)
                                        =======    =======   =======    =======
</TABLE> 



<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          FEB-01-1997
<PERIOD-START>                             FEB-04-1996
<PERIOD-END>                               MAY-04-1996
<CASH>                                             361
<SECURITIES>                                         0
<RECEIVABLES>                                    2,878
<ALLOWANCES>                                         0
<INVENTORY>                                    129,234
<CURRENT-ASSETS>                               139,989
<PP&E>                                          94,356
<DEPRECIATION>                                  54,639
<TOTAL-ASSETS>                                 180,270
<CURRENT-LIABILITIES>                           70,992
<BONDS>                                         43,642
                                0
                                          0
<COMMON>                                         5,827
<OTHER-SE>                                      56,184
<TOTAL-LIABILITY-AND-EQUITY>                   180,270
<SALES>                                         82,719
<TOTAL-REVENUES>                                82,719
<CGS>                                           52,540
<TOTAL-COSTS>                                   52,540
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 934
<INCOME-PRETAX>                                (1,159)
<INCOME-TAX>                                        62
<INCOME-CONTINUING>                            (1,221)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,221)
<EPS-PRIMARY>                                    (.21)
<EPS-DILUTED>                                    (.21)
        

</TABLE>


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