<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 April 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.
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(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
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(Registrant's telephone number, including area code)
NO CHANGE
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(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_____
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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 5,763,249
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PART I -- FINANCIAL INFORMATION
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 29, 2000, JANUARY 29, 2000 AND MAY 1, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
APRIL 29, JANUARY 29, MAY 1,
2000 2000 1999
------------- -------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS 224 321 337
ACCOUNTS RECEIVABLE, LESS ALLOWANCE OF
$88 APR 00, JAN 00 AND MAY 99 1,682 1,750 1,007
MERCHANDISE INVENTORIES 92,378 94,157 96,258
PREPAID EXPENSES AND OTHER 1,412 466 2,345
-------------- -------------- --------------
TOTAL CURRENT ASSETS 95,696 96,694 99,947
PROPERTY, PLANT AND EQUIPMENT, AT COST 68,227 87,103 88,487
LESS ACCUMULATED DEPRECIATION AND
AMORTIZATION 34,623 51,140 53,133
-------------- -------------- --------------
NET PROPERTY, PLANT AND EQUIPMENT 33,604 35,963 35,354
OTHER ASSETS 8 8 250
-------------- -------------- --------------
129,308 132,665 135,551
============== ============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
CURRENT MATURITIES OF LONG-TERM OBLIGATIONS 71 58 16
TRADE ACCOUNTS PAYABLE 31,071 30,094 41,467
ACCRUED LIABILITIES 18,906 20,998 15,376
STORE CLOSING RESERVE 1,045 1,044 961
-------------- -------------- --------------
TOTAL CURRENT LIABILITIES 51,093 52,194 57,820
LONG-TERM OBLIGATIONS 24,706 37,463 31,074
OTHER NONCURRENT LIABILITIES 8,020 6,643 7,159
STOCKHOLDERS' EQUITY
COMMON STOCK 5,830 5,830 5,830
ADDITIONAL CAPITAL 4,210 4,210 4,210
RETAINED EARNINGS 35,608 26,346 29,479
LESS TREASURY STOCK, AT COST (159) (21) (21)
-------------- -------------- --------------
STOCKHOLDERS' EQUITY 45,489 36,365 39,498
-------------- -------------- --------------
129,308 132,665 135,551
============== ============== ==============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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OSHMAN'S SPORTING GOODS, INC, AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTER ENDED
APRIL 29, 2000 AND MAY 1, 1999
(in thousands, except per share data)
(UNAUDITED)
Three Months Ended
2000 1999
--------- ---------
NET SALES $ 74,662 $ 71,374
COST OF GOODS SOLD 48,808 46,212
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GROSS PROFIT 25,854 25,162
OPERATING EXPENSES
SELLING AND ADMINISTRATIVE EXPENSES 23,031 24,937
PRE-OPENING EXPENSES 102 303
STORE CLOSING PROVISION 200 -
MISCELLANEOUS INCOME (6,724) (209)
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OPERATING INCOME 9,245 131
INTEREST EXPENSE, NET 641 597
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INCOME(LOSS) BEFORE INCOME TAXES AND 8,604 (466)
CUMULATIVE EFFECT OF CHANGE FROM RETAIL TO
COST METHOD OF ACCOUNTING FOR INVENTORY
INCOME TAX EXPENSE 314 31
--------- ---------
NET INCOME(LOSS) BEFORE CUMULATIVE EFFECT OF 8,290 (497)
CHANGE FROM RETAIL TO COST METHOD OF ACCOUNTING
FOR INVENTORY
CUMULATIVE EFFECT OF CHANGE FROM RETAIL TO COST
METHOD OF ACCOUNTING FOR INVENTORY 972 0
--------- ---------
NET INCOME(LOSS) $ 9,262 $ (497)
========= =========
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 $ 1.42 $ (.09)
========= =========
DILUTED EARNINGS(LOSS) PER SHARE $ 1.40 $ (.09)
========= =========
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 $ 1.59 $ (.09)
========= =========
DILUTED EARNINGS(LOSS) PER SHARE $ 1.57 $ (.09)
========= =========
WEIGHTED AVERAGE SHARES OUTSTANDING 5,814 5,827
DILUTIVE EFFECT OF STOCK OPTIONS 102 -
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DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 5,916 5,827
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 29, 2000 AND MAY 1, 1999
(in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
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CASH FLOWS OF OPERATING ACTIVITIES:
<S> <C> <C>
NET INCOME(LOSS) $ 9,262 $ (497)
ADJUSTMENTS TO RECONCILE NET CASH (USED)PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 1,496 1,632
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INVENTORY (972) -
CHARGE TO RESERVE FOR STORE CLOSINGS, NET OF DEPRECIATION
AND AMORTIZATION (258) (279)
PROVISION FOR LOSSES ON STORE CLOSINGS 200 -
GAIN ON DISPOSITION OF REAL ESTATE AND FIXED ASSETS (6,561) -
ASSET RETIREMENTS OFFSET BY MOVING ALLOWANCE 298 -
AMORTIZATION OF DEFERRED RENTAL ALLOWANCES (139) (45)
CHANGES IN ASSETS AND LIABILITIES:
DECREASE IN ACCOUNTS RECEIVABLE 68 489
DECREASE(INCREASE) IN MERCHANDISE INVENTORIES 2,789 (9,867)
INCREASE IN PREPAID EXPENSES AND OTHER (2,221) (800)
INCREASE IN TRADE ACCOUNTS PAYABLE 977 7,989
DECREASE IN ACCRUED LIABILITIES (2,484) (581)
INCREASE IN DEFERRED RENTAL ALLOWANCE 1,612 320
INCREASE IN INCOME TAXES 296 11
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NET CASH PROVIDED(USED) BY OPERATING ACTIVITIES 4,363 (1,628)
CASH FLOWS OF INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF FIXED ASSETS 7,743 -
PURCHASE OF PROPERTY, PLANT AND EQUIPMENT (596) (1,727)
PROCEEDS FROM NOTE RECEIVABLE 17 17
PROCEEDS FROM LANDLORDS 1,258 908
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NET CASH PROVIDED(USED) BY INVESTING ACTIVITIES 8,422 (802)
CASH FLOWS OF FINANCING ACTIVITIES:
ACQUISITION OF TREASURY STOCK (138) -
PROCEEDS FROM LONG-TERM OBLIGATIONS 38 148
PAYMENTS OF LONG-TERM OBLIGATIONS (14) (5)
(PAYMENTS)PROCEEDS FROM REVOLVING CREDIT FACILITY, NET (12,768) 2,268
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NET CASH (USED)PROVIDED BY FINANCING ACTIVITIES (12,882) 2,411
NET DECREASE IN CASH AND CASH EQUIVALENTS (97) (19)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 321 356
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 224 $ 337
========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR
INCOME TAXES $ 1 $ 2
INTEREST 560 700
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 29, 2000 AND MAY 1, 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
three months ended April 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>
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
-------------------------------
2000 1999
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<S> <C> <C>
Net sales 100.0 100.0
Cost of goods sold 65.4 64.7
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Gross profit 34.6 35.3
Operating expenses
Selling and administrative expenses 30.8 34.9
Pre-opening expenses .1 .4
Store closing provision .3 --
Miscellaneous income (9.0) ( .3)
-------- ------
Operating income 12.4 .2
Interest expense, net .9 .8
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Income (loss) before income taxes and
cumulative effect of change in
accounting method for inventory 11.5 (.7)
Income taxes .4 --
-------- ------
Income (loss) before cumulative effect of
change in accounting method for
inventory 11.1 (.7)
-------- ------
Cumulative effect of change in accounting
method for inventory 1.3 --
-------- ------
Net income (loss) 12.4 (.7)
======= =============
</TABLE>
Net sales for the first quarter of fiscal 2000 increased 4.6% to $74.7 million
from $71.4 million in the same period last year, while comparable store sales
increased by approximately 8.4%. The overall increase in sales was less than
the comparable store increase because the loss of sales from locations closed in
1999 and the first quarter of 2000 was greater than incremental sales from the
two stores opened during 1999. Net
<PAGE>
sales in the last half of the first quarter of fiscal 1999 were negatively
impacted by certain out of stock conditions attributable to the start-up of the
Company's new merchandise 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 was 65.4% in the first quarter
of fiscal 2000 compared to 64.7% in the same period of fiscal 1999. This
increase was due to a number of factors including a lower of cost or market
adjustment and a slightly higher shrink accrual percentage.
Selling and administrative expenses as a percentage of net sales were 30.8% for
the first quarter of fiscal 2000 compared to 34.9% in 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 payroll costs and reduced
advertising expenses. A portion of the decrease in payroll is due to payroll in
stores closed in 1999 and the first quarter of 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 $102,000 in the first quarter of fiscal 2000 are
primarily related to the move of an existing SuperSports USA megastore to a new
location. The pre-opening expenses of $303,000 for the same period in 1999
related to the opening of a new SuperSports USA megastore in the first quarter
of that year.
Miscellaneous income was $6.7 million in the first quarter of fiscal 2000
compared to $209,000 in 1999. In the first quarter of 2000, the Company sold an
owned property in Los Angeles, California and recorded a gain on the sale of
$6.8 million. 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 quarter of 2000 along with the first
quarter income for 1999 is related primarily to fees from foreign licensees.
In the first quarter of 2000, the Company recorded $200,000 of additional
reserves for closing stores. No such adjustment was made in 1999.
Net interest expense increased slightly to $641,000 in the first quarter of
fiscal 2000 compared to $597,000 in 1999 in spite of reduced borrowings
primarily as a result of increased interest rates in the first quarter of fiscal
2000 compared to the prior year.
Income taxes of $314,000 in the first quarter of fiscal 2000 include an estimate
of Alternative Minimum Tax for federal purposes along with state and foreign
taxes. The expense of $31,000 shown in the first quarter of 1999 is related
entirely to state and foreign income taxes. In fiscal 2000, net operating loss
carryforwards are anticipated to be utilized, so that the only Federal income
tax expense will be the Alternative Minimum Tax that cannot be offset by the
loss carryforwards.
In the first quarter of 2000, the Company is converting from the Retail Method
of Accounting for Inventory to the Average Cost Method of Accounting for
Inventory. The
<PAGE>
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 quarter of fiscal 2000, operating activities provided cash totaling
$4.4 million, investing activities provided $8.4 million, primarily from the
proceeds of the sale of the owned property in California, and financing
activities used net cash of $12.9 million through reduced utilization of the
Company's credit facility.
Merchandise inventories decreased to $92.4 million at the end of the first
quarter of fiscal 2000 from $94.2 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. Comparable store
inventories decreased approximately 4% between the end of the first quarters of
1999 and 2000.
In the first quarter 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. The Company spent approximately $596,000
on asset additions during the first quarter of 2000. The vast majority of
these expenditures related to the move of an existing store along with
renovation and refurbishment of other existing stores. The Company plans to
open at least one SuperSports USA megastore in 2000. This store is scheduled to
open in the third quarter.
Long-term obligations decreased to $24.7 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 quarter of fiscal 2000 were $30.1 million
compared to $31.2 million in the first quarter of fiscal 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 Company
believes that the expectations reflected in such forward-looking statements are
reasonable, they do involve certain assumptions, risks and uncertainties, and
the
<PAGE>
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>
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 9, 2000 By: /s/ Steve Martin
-------------------- ----------------------------
Steve Martin
Senior Vice-President and
Chief Financial Officer
<PAGE>
ITEM 6. EXHIBITS
Exhibit Index
4.1(g) Amendment dated March 24, 2000 to the Amended and Restated Financing
Agreement dated December 15, 1997 between the Company and The CIT
Group/Business Credit, Inc.
18 Preferability letter from Grant Thornton LLP regarding the change in
accounting method.
27.1 Financial data schedule.
