<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, 2000
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
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
2302 MAXWELL LANE, HOUSTON, TEXAS
77023
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(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 5,742,309
----------------------------- ---------
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PART I -- FINANCIAL INFORMATION
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 29, 2000, JANUARY 29, 2000 AND JULY 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
JULY 29, JANUARY 29, JULY 31,
2000 2000 1999
----------- ------------ ------------
(UNAUDITED) (UNAUDITED)
ASSETS
<S> <C> <C> <C>
CURRENT ASSETS
CASH AND CASH EQUIVALENTS 1,076 321 290
ACCOUNTS RECEIVABLE, LESS ALLOWANCE OF
$88 JULY 00, JAN 00 AND JULY 99 1,927 1,750 1,413
MERCHANDISE INVENTORIES 85,630 94,157 101,094
PREPAID EXPENSES AND OTHER 2,114 466 2,752
----------- ------------ ------------
TOTAL CURRENT ASSETS 90,747 96,694 105,549
PROPERTY, PLANT AND EQUIPMENT, AT COST 69,765 87,103 89,205
LESS ACCUMULATED DEPRECIATION AND
AMORTIZATION 36,037 51,140 54,313
----------- ------------ ------------
NET PROPERTY, PLANT AND EQUIPMENT 33,728 35,963 34,892
OTHER ASSETS 155 8 229
----------- ------------ ------------
124,630 132,665 140,670
=========== ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
CURRENT MATURITIES OF LONG-TERM OBLIGATIONS 73 58 17
TRADE ACCOUNTS PAYABLE 33,572 30,094 40,039
ACCRUED LIABILITIES 21,741 20,998 17,836
STORE CLOSING RESERVE 846 1,044 693
----------- ------------ ------------
TOTAL CURRENT LIABILITIES 56,232 52,194 58,585
LONG-TERM OBLIGATIONS 12,773 37,463 36,565
OTHER NONCURRENT LIABILITIES 7,887 6,643 7,036
STOCKHOLDERS' EQUITY
COMMON STOCK 5,830 5,830 5,830
ADDITIONAL CAPITAL 4,210 4,210 4,210
RETAINED EARNINGS 37,934 26,346 28,465
LESS TREASURY STOCK, AT COST (236) (21) (21)
----------- ------------ ------------
STOCKHOLDERS' EQUITY 47,738 36,365 38,484
----------- ------------ ------------
124,630 132,665 140,670
=========== ============ ============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
OSHMAN'S SPORTING GOODS, INC, AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND SIX MONTHS ENDED
JULY 29, 2000 AND JULY 31, 1999
(in thousands, except per share data)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
2000 1999 2000 1999
-------- -------- --------- ----------
<S> <C> <C> <C> <C>
NET SALES $ 78,285 $ 76,274 $152,947 $ 147,648
COST OF GOODS SOLD 51,125 50,063 99,933 96,275
-------- -------- -------- ---------
GROSS PROFIT 27,160 26,211 53,014 51,373
OPERATING EXPENSES
SELLING AND ADMINISTRATIVE EXPENSES 23,982 26,469 47,013 51,406
PRE-OPENING EXPENSES 113 17 215 320
STORE CLOSING PROVISION - - 200 -
MISCELLANEOUS EXPENSE(INCOME) 43 34 (6,681) (175)
-------- -------- -------- ---------
OPERATING INCOME(LOSS) 3,022 (309) 12,267 (178)
INTEREST EXPENSE, NET 526 701 1,167 1,298
-------- -------- -------- ---------
INCOME(LOSS) BEFORE INCOME TAXES AND 2,496 (1,010) 11,100 (1,476)
CUMULATIVE EFFECT OF CHANGE FROM RETAIL TO
COST METHOD OF ACCOUNTING FOR INVENTORY
INCOME TAX EXPENSE 170 4 484 35
-------- -------- -------- ---------
NET INCOME(LOSS) BEFORE CUMULATIVE EFFECT OF 2,326 (1,014) 10,616 (1,511)
CHANGE FROM RETAIL TO COST METHOD OF ACCOUNTING
FOR INVENTORY
CUMULATIVE EFFECT OF CHANGE FROM RETAIL TO COST - - 972 -
METHOD OF ACCOUNTING FOR INVENTORY -------- -------- -------- ---------
NET INCOME(LOSS) $ 2,326 $ (1,014) $ 11,588 $ (1,511)
======== ======== ======== =========
EARNINGS(LOSS) PER SHARE
EARNINGS(LOSS) BEFORE CUMULATIVE EFFECT OF
CHANGE FROM RETAIL TO COST METHOD OF ACCOUNTING
FOR INVENTORY
BASIC EARNINGS(LOSS) PER SHARE $ .40 $ (.17) $ 1.83 $ (.26)
======== ======== ======== =========
DILUTED EARNINGS(LOSS) PER SHARE $ .39 $ (.17) $ 1.79 $ (.26)
======== ======== ======== =========
CUMULATIVE EFFECT OF CHANGE FROM RETAIL TO COST
METHOD OF ACCOUNTING FOR INVENTORY
BASIC EARNINGS(LOSS) PER SHARE $ - $ - $ .17 $ -
======== ======== ======== =========
DILUTED EARNINGS(LOSS) PER SHARE $ - $ - $ .17 $ -
======== ======== ======== =========
NET EARNINGS(LOSS)
BASIC EARNINGS(LOSS) PER SHARE $ .40 $ (.17) $ 2.00 $ (.26)
======== ======== ======== =========
DILUTED EARNINGS(LOSS) PER SHARE $ .39 $ (.17) $ 1.96 $ (.26)
======== ======== ======== =========
WEIGHTED AVERAGE SHARES OUTSTANDING 5,755 5,830 5,784 5,830
DILUTIVE EFFECT OF STOCK OPTIONS 173 - 138 -
-------- -------- -------- ---------
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 5,928 5,830 5,922 5,830
======== ======== ======== =========
</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, 2000 AND JULY 31, 1999
(in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS OF OPERATING ACTIVITIES:
NET INCOME (LOSS) $ 11,588 $ (1,511)
ADJUSTMENTS TO RECONCILE NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 2,979 3,254
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INVENTORY (972) -
CHARGE TO RESERVE FOR STORE CLOSINGS (457) (724)
PROVISION FOR LOSSES ON STORE CLOSINGS 200 -
(GAIN) LOSS ON DISPOSITION OF REAL ESTATE AND FIXED ASSETS (6,556) 48
AMORTIZATION OF DEFERRED RENTAL ALLOWANCES (286) (250)
CHANGES IN ASSETS AND LIABILITIES:
(INCREASE) DECREASE IN ACCOUNTS RECEIVABLE (177) 83
DECREASE (INCREASE) IN MERCHANDISE INVENTORIES 9,537 (14,599)
INCREASE IN PREPAID EXPENSES AND OTHER (2,938) (1,207)
INCREASE IN OTHER ASSETS (147)
INCREASE IN TRADE ACCOUNTS PAYABLE 3,478 6,561
INCREASE IN ACCRUED LIABILITIES 153 1,907
INCREASE IN DEFERRED RENTAL ALLOWANCE 1,626 375
INCREASE IN INCOME TAXES 494 10
---------- ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 18,522 (6,053)
CASH FLOWS OF INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF FIXED ASSETS 7,743 -
PURCHASE OF PROPERTY, PLANT AND EQUIPMENT (2,208) (2,862)
PROCEEDS FROM NOTE RECEIVABLE 32 38
PROCEEDS FROM LANDLORDS 1,556 908
---------- ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 7,123 (1,916)
CASH FLOWS OF FINANCING ACTIVITIES:
ACQUISITION OF TREASURY STOCK (215) -
PROCEEDS FROM LONG-TERM OBLIGATIONS 38 149
PAYMENTS OF LONG-TERM OBLIGATIONS (30) (10)
(PAYMENTS) PROCEEDS FROM REVOLVING CREDIT FACILITY, NET (24,683) 7,764
---------- ---------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES (24,890) 7,903
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 755 (66)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 321 356
---------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,076 $ 290
========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR
INCOME TAXES $ 1 $ 2
INTEREST 1,169 1,264
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 29, 2000 AND JULY 31, 1999
(UNAUDITED)
NOTE A
The financial statements are condensed and should be read in conjunction with
the 1999 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 six
months ended July 29, 2000 are not necessarily indicative of the results to be
expected for the full year.
NOTE B
In fiscal 2000, the Company changed its method of accounting for inventory from
the retail method to the average cost method. The Company believes the cost
method is a preferable method for matching the cost of merchandise with the
revenues generated. The cumulative effect of this change was an increase in the
inventory value of $972,000. It is not possible to determine the effect of the
change on income in any previously reported fiscal periods.
<PAGE>
PART II -- OTHER INFORMATION
<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
-----------------------
2nd Quarter Six Months
----------- ----------
2000 1999 2000 1999
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net sales 100.0 100.0 100.0 100.0
Cost of goods sold 65.3 65.6 65.3 65.2
----- ----- ----- -----
Gross profit 34.7 34.4 34.7 34.8
Operating expenses
Selling and administrative expenses 30.6 34.7 30.7 34.8
Pre-opening expenses .1 - .1 .2
Store closing provision - - .1 -
Miscellaneous expense (income) .1 - (4.4) (.1)
----- ----- ----- -----
Operating income (loss) 3.9 (.4) 8.0 (.1)
Interest expense, net .7 .9 .8 .9
----- ----- ----- -----
Income (loss) before income taxes and
cumulative effect of change in
accounting method for inventory 3.2 (1.3) 7.3 (1.0)
Income taxes .2 - .3 -
----- ----- ----- -----
Income (loss) before cumulative effect of
change in accounting method for
inventory 3.0 (1.3) 6.9 (1.0)
Cumulative effect of change in accounting
method for inventory - - .6 -
----- ----- ----- -----
Net income (loss) 3.0 (1.3) 7.6 (1.0)
===== ===== ===== =====
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</TABLE>
<PAGE>
Net sales for the second quarter of fiscal 2000 increased 2.6% to $78.3 million
from $76.3 million in the second quarter of fiscal 1999 with a comparable store
increase of 5.1%. Net sales for the first six months of fiscal 2000 increased
3.6% to $152.9 million from $147.6 million in the first six months of fiscal
1999. Comparable store sales increased 6.6% in the first half of fiscal 2000.
The overall increase in sales was less than the comparable store increase
because the loss of sales from locations closed in 1999 and early in 2000 was
greater than incremental sales from the two stores opened in 1999. Net sales in
the first half of fiscal 1999 were negatively impacted by certain out-of-stock
conditions related to the startup of a new merchandising information system,
which went on line March 1, 1999. These problems have been addressed, and their
resolution helped spur the increased comparable store sales that the Company has
experienced.
Cost of goods sold as a percentage of net sales decreased slightly to 65.3% from
65.6% in the second quarter of fiscal 2000 compared to the second quarter of
fiscal 1999 and had a minimal increase to 65.3% from 65.2% in the first six
months of those respective years.
Selling and administrative expenses as a percentage of net sales were 30.6% and
30.7% respectively for the quarter and six months ended July 29, 2000 compared
to 34.7% and 34.8% respectively in the same periods of fiscal 1999. The decrease
in selling and administrative expenses as a percentage of sales in fiscal 2000
is primarily due to increased sales along with reduced expenses, primarily
payroll costs and reduced advertising expenses. A portion of the decrease in
payroll is due to payroll in stores closed in 1999 and early 2000 exceeding
payroll in the two new stores opened in 1999. However, the majority of the cuts
in payroll related to planned reductions in the payrolls of on-going stores.
Pre-opening expenses of $113,000 in the second quarter and $215,000 for the
first six months of fiscal 2000 are related to a new SuperSports USA megastore
which opened in August and the move of an existing store in the first quarter of
fiscal 2000. The expenses of $17,000 and $320,000 for the same two periods in
1999 related to the opening of a new SuperSports USA megastore in the first
quarter of fiscal 1999.
Miscellaneous income (expense) was ($43,000) and $6.7 million respectively in
the second quarter and six months ending July 29, 2000 compared to $(34,000) and
$175,000 respectively in the same periods of fiscal 1999. The first quarter of
fiscal 2000 includes a gain of $6.8 million from the sale of an owned property
in Los Angeles, California. In addition to this sale, the Company wrote off
approximately $268,000 of assets that are no longer in use. The remainder of the
miscellaneous income recorded in the first six months of fiscal 2000 along with
the income recorded in the same period for fiscal 1999 relates primarily to fees
from foreign licensees.
Net interest expense decreased to $526,000 and $1.2 million respectively in the
second quarter and first six months of fiscal 2000 from $701,000 and $1.3
million respectively in the same periods last year. The reductions are related
to lower average borrowings in fiscal 2000 compared to the prior year partially
offset by an increase in interest rates.
Income taxes of $170,000 and $484,000 respectively in the second quarter and
first six months of fiscal 2000 include an estimate of Alternative Minimum Tax
for federal
<PAGE>
purposes along with state and foreign taxes. The minimal tax recorded in fiscal
1999 related to state and foreign income taxes.
In the first quarter of 2000, the Company converted from the retail method of
accounting for inventory to the average cost method of accounting for inventory.
The Company believes the cost method is a preferable method for matching the
cost of merchandise with the revenues generated. As part of the conversion
process the Company revalued its inventory. This resulted in an inventory write-
up of $972,000 which is shown as a cumulative effect on the income statement. It
is not possible to determine the effect of the change on income in any
previously reported periods.
Liquidity and Capital Resources
In the first six months of fiscal 2000, operating activities provided cash
totaling $18.5 million primarily from profitable operations combined with a
decrease in inventory and in increase in accounts payable. Investing activities
provided cash of $7.1 million primarily from the proceeds of the sale of the
owned property in California. Financing activities used cash of $24.9 million
through reduced utilization of the Company's credit facility.
Merchandise inventories decreased to $85.6 million from $94.2 million at the
beginning of the fiscal year. The reduction reflects better management of the
inventory in part due to more effective utilization of the new merchandising
system.
In the first six months of 2000, the Company wrote off assets that were no
longer in use. For the most part, these assets were fully depreciated and the
net write-off only amounted to $268,000. Net additions to property, plant and
equipment of $2.2 million during the first six months of fiscal 2000 were
primarily related to a renovations and refurbishment in existing locations.
There were also expenditures for the new SuperSports USA store which opened in
August.
Long-term obligations decreased to $12.8 million from $37.5 million at the
beginning of fiscal 2000 as the Company used cash provided by operating and
investing activities to reduce utilization of the Company's line of credit.
Average borrowings during the first six months of fiscal 2000 were $26 million
compared to $33 million in the first six months of 1999. The Company believes
that its revolving credit facility together with cash provided by operations
will be adequate to meet anticipated capital needs for fiscal 2000.
Disclosure Regarding Forward-Looking Statements
The information discussed herein includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included herein regarding planned
capital expenditures, store openings and closings, the Company's financial
position, business strategy and other plans and objectives for future operations
(typically using the words "expect," "plan," "anticipate," "believe," "intend"
or similar expressions), are forward-looking statements. Although the
<PAGE>
Company believes that the expectations reflected in such forward-looking
statements are reasonable, they do involve certain assumptions, risks and
uncertainties, and the Company can give no assurance that such expectations will
prove to have been correct. The Company's actual results could differ materially
from those anticipated by such forward-looking statements as a result of certain
factors, including: the Company's ability to manage its expansion efforts in
existing and new markets, availability of suitable new store locations at
acceptable terms, levels of discretionary consumer spending, availability of
merchandise to meet fluctuating consumer demands, customer response to the
Company's merchandise offerings, fluctuating sales margins, increasing
competition in sporting goods and apparel retailing, the results of financing
efforts and financial market conditions. Many of such factors are beyond the
Company's ability to control or predict. Readers are cautioned not to put undue
reliance on forward-looking statements. The Company disclaims any intent or
obligations to update these forward-looking statements, whether as a result of
new information, future events or otherwise.
<PAGE>
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) June 23, 2000 annual meeting of stockholders.
(b) Matters voted upon:
1. Election of seven directors to serve as the Board of Directors until
the next annual meeting of stockholders and their respective
successors are elected.
NUMBER OF VOTES
---------------------------------------
WITHHELD BROKER
NOMINEE FOR AUTHORITY NON-VOTES
--------- ----------- -----------
Marvin Aronowitz 4,858,946 360,709 --
Karen Oshman Desenberg 4,859,245 360,410 --
Manuel Sanchez 4,859,346 360,309 --
Alvin N. Lubetkin 4,858,146 361,509 --
Marilyn Oshman 4,850,446 369,209 --
Margaret A. Gilliam 4,853,146 366,509 --
Dolph B.H. Simon 4,856,314 363,341 --
2. Approval of amendment to the Oshman's 1993 Non-Employee Director
Stock Option Plan.
NUMBER OF VOTES
---------------------------------------
WITHHELD
FOR AUTHORITY AGAINST
--------- ----------- -----------
4,805,727 6,473 407,455
3. Approval of amendment to the Oshman's Amended and Restated 1994
Omnibus Plan.
NUMBER OF VOTES
---------------------------------------
WITHHELD
FOR AUTHORITY AGAINST
--------- ----------- -----------
3,896,920 7,548 539,501
<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: September 11, 2000 By: /s/ Steve Martin
____________________ ____________________________
Steve Martin
Senior Vice-President and
Chief Financial Officer
<PAGE>
ITEM 6. EXHIBITS
Exhibit Index
27.1 Financial data schedule.
