<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 October 28, 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 5,742,309
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<PAGE>
PART I -- FINANCIAL INFORMATION
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 28, 2000, JANUARY 29, 2000 AND OCTOBER 30, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
OCTOBER 28, JANUARY 29, OCTOBER 30,
2000 2000 1999
----------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS 357 321 423
ACCOUNTS RECEIVABLE, LESS ALLOWANCE OF
$88 OCT 00, JAN 00 AND OCT 99 807 1,750 1,510
MERCHANDISE INVENTORIES 98,552 94,157 119,367
PREPAID EXPENSES AND OTHER 2,387 466 1,613
--------- -------- ---------
TOTAL CURRENT ASSETS 102,103 96,694 122,913
PROPERTY, PLANT AND EQUIPMENT, AT COST 69,330 87,103 87,153
LESS ACCUMULATED DEPRECIATION AND
AMORTIZATION 36,084 51,140 52,304
--------- -------- ---------
NET PROPERTY, PLANT AND EQUIPMENT 33,246 35,963 34,849
OTHER ASSETS 132 8 213
--------- -------- ---------
135,481 132,665 157,975
========= ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
CURRENT MATURITIES OF LONG-TERM OBLIGATIONS 15,603 58 17
TRADE ACCOUNTS PAYABLE 40,647 30,094 49,611
ACCRUED LIABILITIES 20,167 20,998 17,539
STORE CLOSING RESERVE 192 1,044 496
--------- -------- ---------
TOTAL CURRENT LIABILITIES 76,609 52,194 67,663
LONG-TERM OBLIGATIONS 439 37,463 48,520
OTHER NONCURRENT LIABILITIES 8,617 6,643 6,914
STOCKHOLDERS' EQUITY
COMMON STOCK 5,830 5,830 5,830
ADDITIONAL CAPITAL 4,210 4,210 4,210
RETAINED EARNINGS 40,012 26,346 24,859
LESS TREASURY STOCK, AT COST (236) (21) (21)
--------- -------- ---------
STOCKHOLDERS' EQUITY 49,816 36,365 34,878
--------- -------- ---------
135,481 132,665 157,975
========= ======== =========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
OSHMAN'S SPORTING GOODS, INC, AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND NINE MONTHS ENDED
OCTOBER 28, 2000 AND OCTOBER 30, 1999
(in thousands, except per share data)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES $ 72,139 $ 65,137 $ 225,086 $ 212,785
COST OF GOODS SOLD 46,206 41,855 146,139 138,130
--------- --------- --------- ---------
GROSS PROFIT 25,933 23,282 78,947 74,655
OPERATING EXPENSES
SELLING AND ADMINISTRATIVE EXPENSES 24,152 26,005 71,165 77,411
PRE-OPENING EXPENSES 129 265 344 585
STORE CLOSING PROVISION (158) - 42 -
MISCELLANEOUS EXPENSE(INCOME) (975) (216) (7,656) (391)
--------- --------- --------- ---------
OPERATING INCOME(LOSS) 2,785 (2,772) 15,052 (2,950)
INTEREST EXPENSE, NET 487 804 1,654 2,102
--------- --------- --------- ---------
INCOME(LOSS) BEFORE INCOME TAXES AND 2,298 (3,576) 13,398 (5,052)
CUMULATIVE EFFECT OF CHANGE FROM RETAIL TO
COST METHOD OF ACCOUNTING FOR INVENTORY
INCOME TAX EXPENSE 220 30 704 65
--------- --------- --------- ---------
NET INCOME(LOSS) BEFORE CUMULATIVE EFFECT OF 2,078 (3,606) 12,694 (5,117)
CHANGE FROM RETAIL TO COST METHOD OF ACCOUNTING
FOR INVENTORY
CUMULATIVE EFFECT OF CHANGE FROM RETAIL TO COST
METHOD OF ACCOUNTING FOR INVENTORY - - 972 -
--------- --------- --------- ---------
NET INCOME(LOSS) $ 2,078 $ (3,606) $ 13,666 $ (5,117)
========= ========= ========= =========
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 $ .36 $ (.62) $ 2.20 $ (.88)
========= ========= ========= =========
DILUTED EARNINGS(LOSS) PER SHARE $ .34 $ (.62) $ 2.12 $ (.88)
========= ========= ========= =========
CUMULATIVE EFFECT OF CHANGE FROM RETAIL TO COST
METHOD OF ACCOUNTING FOR INVENTORY
BASIC EARNINGS(LOSS) PER SHARE $ - $ - $ .17 $ -
========= ========= ========= =========
DILUTED EARNINGS(LOSS) PER SHARE $ - $ - $ .16 $ -
========= ========= ========= =========
NET EARNINGS(LOSS)
BASIC EARNINGS(LOSS) PER SHARE $ .36 $ (.62) $ 2.37 $ (.88)
========= ========= ========= =========
DILUTED EARNINGS(LOSS) PER SHARE $ .34 $ (.62) $ 2.28 $ (.88)
========= ========= ========= =========
WEIGHTED AVERAGE SHARES OUTSTANDING 5,742 5,830 5,770 5,830
DILUTIVE EFFECT OF STOCK OPTIONS 387 - 221 -
--------- --------- --------- ---------
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 6,129 5,830 5,991 5,830
========= ========= ========= =========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED OCTOBER 28, 2000 AND OCTOBER 30, 1999
(in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
----------- ----------
<S> <C> <C>
CASH FLOWS OF OPERATING ACTIVITIES:
NET INCOME(LOSS) $ 13,666 $ (5,117)
ADJUSTMENTS TO RECONCILE NET CASH (USED)PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 4,459 4,849
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INVENTORY (972) -
CHARGE TO RESERVE FOR STORE CLOSINGS (1,081) (1,259)
PROVISION FOR LOSSES ON STORE CLOSINGS 42 -
(GAIN)LOSS ON DISPOSITION OF REAL ESTATE AND FIXED ASSETS (7,027) 167
AMORTIZATION OF DEFERRED RENTAL ALLOWANCES (476) (369)
CHANGES IN ASSETS AND LIABILITIES:
DECREASE(INCREASE) IN ACCOUNTS RECEIVABLE 943 (14)
INCREASE IN MERCHANDISE INVENTORIES (3,263) (32,673)
INCREASE IN PREPAID EXPENSES AND OTHER (4,047) (656)
DECREASE IN OTHER ASSETS 5 2
INCREASE IN TRADE ACCOUNTS PAYABLE 10,553 16,133
(DECREASE)INCREASE IN ACCRUED LIABILITIES (1,452) 1,616
INCREASE IN DEFERRED RENTAL ALLOWANCE 2,675 372
INCREASE IN INCOME TAXES 396 4
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NET CASH PROVIDED(USED) BY OPERATING ACTIVITIES 14,421 (16,945)
CASH FLOWS OF INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF FIXED ASSETS 8,598 -
PURCHASE OF PROPERTY, PLANT AND EQUIPMENT (3,286) (4,394)
PROCEEDS FROM NOTE RECEIVABLE 56 52
PROCEEDS FROM LANDLORDS 1,941 1,496
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NET CASH PROVIDED(USED) BY INVESTING ACTIVITIES 7,309 (2,846)
CASH FLOWS OF FINANCING ACTIVITIES:
ACQUISITION OF TREASURY STOCK (215) -
PROCEEDS FROM LONG-TERM OBLIGATIONS 38 149
PAYMENTS OF LONG-TERM OBLIGATIONS (49) (13)
(PAYMENTS)PROCEEDS FROM REVOLVING CREDIT FACILITY, NET (21,468) 19,722
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NET CASH (USED)PROVIDED BY FINANCING ACTIVITIES (21,694) 19,858
NET INCREASE IN CASH AND CASH EQUIVALENTS 36 67
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 321 356
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 357 $ 423
=========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR
INCOME TAXES $ 272 $ 18
INTEREST 1,612 1,956
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 28, 2000 AND OCTOBER 30, 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 nine months
ended October 28, 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
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3rd Quarter Nine Months
----------- -----------
2000 1999 2000 1999
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net sales 100.0 100.0 100.0 100.0
Cost of goods sold 64.1 64.3 64.9 64.9
------- ------- ------- -------
Gross profit 35.9 35.7 35.1 35.1
Operating expenses
Selling and administrative expenses 33.5 39.9 31.6 36.4
Pre-opening expenses .2 .4 .2 .3
Store closing provision (.2) - - -
Miscellaneous expense (income) (1.4) (.3) (3.4) (.2)
------- ------- ------- -------
Operating income (loss) 3.9 (4.3) 6.7 (1.4)
Interest expense, net .7 1.2 .7 1.0
------- ------- ------- -------
Income (loss) before income taxes and
cumulative effect of change in
accounting method for inventory 3.2 (5.5) 6.0 (2.4)
Income taxes .3 - .3 -
------- ------- ------- -------
Income (loss) before cumulative effect of
change in accounting method for
inventory 2.9 (5.5) 5.6 (2.4)
Cumulative effect of change in accounting
method for inventory - - .4 -
------- ------- ------- -------
Net income (loss) 2.9 (5.5) 6.1 (2.4)
======= ======= ======= =======
</TABLE>
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<PAGE>
Net sales for the third quarter of fiscal 2000 increased 10.7% to $72.1 million
from $65.1 million in the third quarter of fiscal 1999 with a comparable store
increase of 11.0%. Net sales for the first nine months of fiscal 2000 increased
5.8% to $225.1 million from $212.8 million in the first nine months of fiscal
1999. Comparable store sales increased 8.0% in the first nine months 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 stores opened in 1999 and 2000. 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. Additionally, the Company experienced a sales benefit
from the sales of scooters in the third quarter of fiscal 2000.
Cost of goods sold as a percentage of net sales decreased slightly to 64.1% from
64.3% in the third quarter of fiscal 2000 compared to the third quarter of
fiscal 1999 and remained flat at 64.9% in the first nine months of those
respective years.
Selling and administrative expenses as a percentage of net sales were 33.5% and
31.6% respectively for the quarter and nine months ended October 28, 2000
compared to 39.9% and 36.4% 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 $129,000 in the third quarter and $344,000 for the first
nine months of fiscal 2000 are primarily 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 $265,000 and $585,000 for the same two
periods in 1999 related to the opening of two new SuperSports USA megastores.
One was opened in March of fiscal 1999 and the other in October.
Miscellaneous income was $975,000 and $7.7 million respectively in the third
quarter and nine months ending October 28, 2000 compared to $216,000 and
$391,000 respectively in the same periods of fiscal 1999. The third quarter of
fiscal 2000 includes a gain of approximately $700,000 from the sale of the
leasehold of the Company's California warehouse. 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 nine months of fiscal 2000 along with
the income recorded in the same period for fiscal 1999 relates primarily to fees
from foreign licensees.
<PAGE>
Net interest expense decreased to $487,000 and $1.7 million respectively in the
third quarter and first nine months of fiscal 2000 from $804,000 and $2.1
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 $220,000 and $704,000 respectively in the third quarter and
first nine months of fiscal 2000 include an estimate of Alternative Minimum Tax
for federal 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 nine months of fiscal 2000, operating activities provided cash
totaling $14.4 million primarily from profitable operations combined with a
seasonal increase in accounts payable. Investing activities provided cash of
$7.3 million primarily from the proceeds of the sale of the owned property in
California. Financing activities used cash of $21.7 million through reduced
utilization of the Company's credit facility.
Merchandise inventories increased to $98.6 million from $94.2 million at the
beginning of the fiscal year. The increase is due to the normal buildup of
inventory in the third quarter in anticipation of the Christmas selling season.
In the first nine 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 $3.3 million during the first nine 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 $439,000 from $37.5 million at the beginning
of fiscal 2000. Current maturities of long-term obligations increased to $15.6
million from $58,000 at the beginning of the year. These differences occurred
because the Company's revolving credit facility becomes due on August 31, 2001,
and is now shown as a current liability. The Company intends to begin
negotiations to extend the current line or obtain alternative financing early
next year and does not anticipate any problems accomplishing this. The amount
due under the Company's revolving credit facility decreased during the year as
the Company used cash provided by operating and investing activities to reduce
borrowings. Average borrowings during the first nine months of fiscal 2000 were
$21.5 million compared to $35.8 million in the first nine 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.
<PAGE>
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 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
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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: 12/01/2000 By: /s/ Steve Martin
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Steve Martin
Senior Vice-President and
Chief Financial Officer
<PAGE>
ITEM 6. EXHIBITS
Exhibit Index
4.1(h) Amendment dated July 28, 2000 to the Amended and Restated Financing
Agreement dated December 15, 1997 between the Company and The CIT
Group/Business Credit, Inc.
27.1 Financial data schedule.
