<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
----------- ------------
Commission file number: 0-20736
Sport Chalet, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-4390071
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
920 Foothill Boulevard, La Canada, California 91011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 790-2717
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value.
(Title of class)
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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 12, 2000 was approximately $8.6 million based upon the
closing price of the common stock on that date.
The number of shares of the registrant's common stock outstanding as of June 12,
2000 was 6,577,000.
Documents Incorporated by Reference
Portions of the registrant's definitive proxy statement relating to its 2000
annual meeting of stockholders, which will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days of the close of
the registrant's last fiscal year are incorporated by reference into Part III of
this Report.
1
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PART I
This Annual Report on Form 10-K contains statements which constitute
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. Those statements include comments regarding the intent, belief or
current expectations of the Company and its management. Prospective investors
are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual results
may differ materially from those projected in the forward-looking statements.
Such risks and uncertainties include, but are not limited to, product demand and
market acceptance risks, the effect of economic conditions generally and in
Southern California, and retail and sporting goods business conditions
specifically, the impact of competition, technological difficulties, capacity
and supply constraints or difficulties, the results of financing efforts,
changes in consumer preferences and trends, the effect of the Company's
accounting policies, weather conditions, acts of God, trade restrictions and
other risks and uncertainties that may be detailed herein.
ITEM 1. BUSINESS
A. General
Sport Chalet, Inc. (the "Company") is a leading operator of full service,
specialty sporting goods superstores in Southern California. The Company
currently has 22 stores, eleven located in Los Angeles County, five in Orange
County, three in San Diego County, and one in each of San Bernardino, Riverside
and Ventura Counties. These stores average 38,000 square feet in size. In
addition, the Company operates a retail e-commerce store through Global Sports
Interactive at www.sportchalet.com. The Company's executive offices are located
at 920 Foothill Boulevard, La Canada, California 91011, and its telephone number
is (818) 790-2717.
B. Operating History and Growth Plan
During fiscal 1998, the Company adopted a growth strategy designed to
capitalize on improved operating capabilities and a more robust local economy.
The Company now has 22 stores having added four and relocated one since the
beginning of fiscal 1999. In addition, the Company currently plans to open at
least two more stores during the next 12 months. The Company's business plan
further contemplates opening new stores in Southern California as suitable
locations are found over the next several fiscal years. Future store openings
are subject to availability of satisfactory store locations based on local
competitive conditions, site availability and cost and the Company's ability to
provide and maintain high service levels and quality brand merchandising at
competitive prices.
Store openings are expected to have a favorable impact on sales volume, but
will negatively affect profit in the short run. New stores tend to have higher
costs in the early years of operation, due primarily to extra labor used to open
new stores, reduced sales on a per employee basis until the store matures and
increased promotional costs. As the store matures, sales tend to level off and
expenses decline as a percentage of sales. The Company's stores generally
require three years to attract a stable, mature customer base. The Company
estimates the cost of opening a new store to be approximately $1.8 million
consisting primarily of the investment in inventory (net of average vendor
payables), the cost of furniture, fixtures and equipment and pre-opening
expenses, such as the costs associated with training employees and stocking the
store.
The Company's sales are dependent to some degree on the economic
environment and level of consumer spending in Southern California. While
optimistic business reports regarding the Southern California area suggest a
retail environment conducive to the Company's expansion plans, this benefit may
be partially offset by higher rental expenses for new stores as the real estate
market for retail locations becomes more competitive as the economy continues to
expand.
2
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C. Operating Strategies
The Company's stores feature a number of distinct, specialty sporting goods
divisions, offering a large assortment of quality brand name merchandise at
competitive prices. The stores include traditional sporting goods merchandise
(e.g., footwear, apparel and other general athletic products) and nontraditional
merchandise such as downhill skiing, mountaineering and SCUBA. The merchandise
appeals to both experts and beginners. In addition, the Company's stores
provide over 35 services for the serious sports enthusiast, including ski rental
and repair, full dive training and certification programs, SCUBA charters, team
sales, racquet stringing, and bicycle tune up and repair. Each shop is staffed
by sales associates with expertise in the use of the merchandise they sell,
permitting the Company to offer its customers a high level of knowledgeable
service. Average sales per store were $8.3 million for fiscal 2000.
The Company purchases merchandise from over 1200 vendors. The Company's
largest vendor, Nike, Inc., accounted for approximately 8% and 9% of the
Company's total inventory purchases for fiscal 2000 and 1999, respectively. The
following table sets forth the percentage of total net sales for each major
category for each of the last three fiscal years:
<TABLE>
<CAPTION>
Year Ended March 31
-----------------------------------------------
<S> <C> <C> <C>
2000 1999 1998
---- ---- ----
Hardlines....................... 55% 54% 54%
Apparel......................... 27% 28% 28%
Footwear........................ 18% 18% 18%
---------------------------------------------
Total........................... 100% 100% 100%
=============================================
</TABLE>
The market for retail sporting goods is seasonal in nature. The
Company's highest sales levels and operating profit occur predominantly during
the winter months of November, December and January, which overlap the third and
fourth fiscal quarters ended December 31 and March 31. As with other retailers,
the Company's business is heavily affected by sales of merchandise during the
Christmas season. In addition, the Company's product mix historically has
emphasized cold weather sporting goods merchandise, particularly ski-related
products, thus boosting sales levels during the winter months and often
increasing the seasonality of the Company's business. Sales of winter related
products have decreased over the last five fiscal years from 25% in fiscal 1995
to 17% in fiscal 2000 as a percentage of the total Company net sales. In each
of fiscal 1998, 1999 and 2000, 33%, 31% and 31%, respectively, of the Company's
sales were attributable to the months of November, December and January.
Management anticipates that this seasonal trend in sales will continue. No
assurance can be provided that any substantial decrease in sales for the winter
months, which could be influenced by the amount and timing of snowfall at the
resorts frequented by those living in Southern California, will not have a
material adverse effect on the Company's profitability. However, in order to be
less dependent upon winter business, management has emphasized, and plans to
continue to emphasize, a broadened product mix that offers merchandise generally
purchased by consumers in the spring, summer and fall seasons. Moreover, in
spite of recent product innovations such as snowboarding and "shaped" skis, as
well as the favorable "El Nino" weather conditions in fiscal 1998, management
believes that the winter-related product category may have matured with little
or no expected growth relative to other specialty areas carried in the Company's
stores, thereby further underscoring the need for greater product and seasonal
diversification.
3
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The Company uses the "Sport Chalet" name as a service mark in
connection with its business operations. The Company has registered "Sport
Chalet" as a service mark with the State of California, and has obtained federal
registration for certain purposes. The Company also retains common law rights
to the name, which it has used for 40 years, and the lack of federal
registration for certain purposes, might only pose a problem if the Company were
to expand into a geographic area where the name or any confusingly similar name
is used by someone with prior rights.
D. Industry and Competition
The market for retail sporting goods is highly competitive, fragmented
and segmented. The Company competes with many different types of retail stores,
including full-line sporting goods chains (Gart Sports, The Sports Authority,
Chick's, Big 5), specialty stores (REI, Footaction, Turner's, Foot Locker, West
Marine), supplier owned stores (Nike, Reebok) and discount and department stores
(Wal-Mart, Nordstrom, Macy's, Target, Sears). The Company's industry is
dominated by sporting good superstore retailers, i.e. full-line sporting goods
chains with stores typically larger than 30,000 square feet often located in
freestanding locations. Superstore chains generally provide a greater selection
of higher quality merchandise than other retailers, while remaining price
competitive. Historically, the Company has provided a broader selection of
higher-end specialty items that require higher levels of customer service and
sales associate expertise than other superstore retailers in the Southern
California area.
In the last few years, several superstore retailers have attempted to
enter or expand their presence in Southern California. However, more recently
three competitors have announced store closings and are eliminating expansion
plans.
The Company believes that its broad selection of high quality name
brands and numerous specialty items at competitive prices, showcased by its
well-trained sales associates, distinguish it from discount and department
stores, traditional and specialty sporting goods stores and other superstore
operations. Management believes the Company's format takes advantage of several
significant trends and conditions in the sporting goods industry. These trends
include the size of the industry, fragmented competition, superstore dominance,
limited assortments offered by many sporting goods retailers, consumer
preference for one-stop shopping, and the importance of delivering value through
selection, quality, service and price.
The Internet has been mentioned as a growth area for sporting goods and
other retail products and many retailers are currently selling online. In
November 1999 the Company began operating its online store through Global Sports
Interactive ("GSI") at www.sportchalet.com. GSI creates and operates all
aspects of the www.sportchalet.com shopping experience, including fulfillment
and purchasing, while remaining transparent to the customer. Sport Chalet
receives a license fee based on a percentage of sales generated by the website.
E. Employees
As of March 31, 2000, the Company had 1,745 full and part-time
employees, 1,494 of whom were employed in the Company's stores and 251 of whom
were employed in warehouse and delivery operations or in executive office
positions. None of the employees are unionized. A typical store has
approximately 60 employees, of whom 15 to 30 are in the store at any time on a
normal operating basis. Each store employs a store manager, two assistant
managers, and five to seven area managers who supervise the sales associates.
Additional part-time employees typically are hired during the holiday season.
4
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ITEM 2. PROPERTIES
At March 31, 2000, the Company had 22 store locations. The following
table summarizes the key information on the Company's retail properties:
<TABLE>
<CAPTION>
GROSS
SQUARE
LOCATION OPENING DATE FOOTAGE
-------- ------------ -------
<S> <C> <C>
La Canada (1)................................ June 1960 35,000
Huntington Beach (2)(5)...................... June 1981 50,000
La Jolla (3)................................. June 1983 20,000
Mission Viejo................................ August 1986 30,000
Point Loma (2)............................... November 1987 31,000
Marina Del Rey............................... November 1989 42,000
Beverly Hills................................ November 1989 35,000
Brea (2)..................................... April 1990 34,000
Oxnard (2)................................... June 1990 36,000
West Hills (2)............................... June 1991 44,000
Burbank...................................... August 1992 45,000
Montclair (4)................................ November 1992 20,000
Torrance..................................... November 1993 40,000
Glendora..................................... November 1993 40,000
Rancho Cucamonga (2)......................... June 1994 36,000
Irvine (2)................................... November 1995 35,000
Valencia (2)(6).............................. November 1987 40,000
Laguna Niguel................................ November 1997 40,000
Mission Valley............................... June 1998 47,000
Long Beach................................... May 1999 43,000
Porter Ranch................................. July 1999 43,000
Temecula..................................... October 1999 40,000
</TABLE>
(1) The original store opened in 1959. The existing store consists of two
nearby facilities. See the discussion below regarding future expansion
and relocation.
(2) Includes swimming pool facility for SCUBA and kayaking instruction.
(3) The store was originally opened in a different location in the
shopping mall and has been relocated and expanded.
(4) Store opened within the distribution center building as an outlet
store for the purpose of selling slow moving or discontinued
merchandise.
(5) Relocated to a newly constructed facility on the same property in
August 1995.
(6) Relocated to a newly constructed facility approximately 2 miles away
in November 1996.
All retail facilities are located on leased property. The initial terms of
the retail leases expire in 2002 through 2015 and are subject to options that
extend their terms through 2009 to 2027. All retail store leases provide for
base rent which may or may not be credited against percentage rent based upon
gross sales from the premises. In some cases, base rental amounts increase as
the lease term progresses, but in some cases, the Company expects that
percentage rent will more than offset the base rental amounts.
5
<PAGE>
The Company leases from corporations controlled by Norbert J. Olberz, the
Chairman of the Board and the Company's Principal Stockholder (the "Principal
Stockholder"), its corporate office space in La Canada, its warehouse and
distribution facility in Montclair, and its stores in La Canada, Huntington
Beach and Porter Ranch. The Company has incurred rental expense to the Principal
Stockholder of $2.1 million, $1.7 million and $1.5 million in fiscal 2000, 1999
and 1998, respectively. The Company believes that the occupancy costs to the
Company under each lease are no higher than those which would be charged by an
unrelated third party under similar circumstances.
During fiscal 1998, the Company's non-employee directors approved a
proposal to relocate and expand the La Canada store (three store fronts) and
corporate offices (five separate buildings) currently leased from La Canada
Properties, Inc., a California Corporation under the control of the Principal
Stockholder to the "Sport Chalet Village," a shopping center in La Canada
currently under development by La Canada Properties, Inc. The development of the
shopping center has been indefinitely delayed as a result of the problems
experienced by La Canada Properties, Inc. in obtaining permits and entitlements
from the City of La Canada. Assuming the Sport Chalet Village project proceeds
on a timely basis, the existing lease for the La Canada store and corporate
offices will be terminated and under a new lease the new rental rate during the
initial fifteen-year lease for the store will be the amount by which four
percent times monthly gross sales exceeds the $54,250 monthly minimum rent,
which is expected to be less, on a per foot basis, than under the old lease. The
new store will be 50,000 square feet and, subject to necessary government
approvals, will contain an outdoor pool area of approximately 1,500 square feet.
The new office rental rate will be $10,850 per month compared to $4,500 under
the old lease. The new office will be 20,000 square feet compared to the current
17,000 square feet. Management believes that the new facilities, if built, will
result in improved operational efficiencies because the site will be larger and
all functions can be housed under one roof.
Management believes that the occupancy costs for the leases described
above would be no higher than those which would be charged by an unrelated third
party under similar circumstances.
The Company maintains insurance coverage for its various facilities for
fire and theft, but does not maintain earthquake insurance.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various routine legal proceedings incidental to
the conduct of its business. Management does not believe that any of these legal
proceedings will have a material adverse impact on the business or financial
condition or results of operations of the Company, either due to the nature of
the claims, or because Management believes that such claims should not exceed
the limits of the Company's insurance coverage.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to the Company's stockholders during the fourth
quarter of fiscal 2000.
6
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Price for Common Shares
The Company's Common Stock is traded on The Nasdaq Stock Market's National
Market under the symbol "SPCH." The following table reflects the range of high
and low sale prices of the Company's Common Stock by quarter over the last two
fiscal years as reported by Nasdaq:
<TABLE>
<CAPTION>
Fiscal 1999 High Low
----------- ----- ------
<S> <C> <C>
First Quarter.... $6.375 $4.250
Second Quarter... $6.500 $4.750
Third Quarter.... $7.625 $4.500
Fourth Quarter... $7.250 $5.438
Fiscal 2000 High Low
----------- ------ ------
First Quarter.... $8.000 $4.375
Second Quarter... $6.375 $3.750
Third Quarter.... $6.750 $4.000
Fourth Quarter... $5.437 $4.062
</TABLE>
On June 12, 2000, the closing price of the Company's Common Stock as
reported by Nasdaq was $4.75. Stockholders are urged to obtain current market
quotations for the Common Stock.
Approximate Number of Holders of Common Shares
The approximate number of stockholders of the Company's Common Stock as of
June 12, 2000 was 300 (excluding individual participants in nominee security
position listings) and as of that date, the Company estimates that there were
approximately 1,000 beneficial owners holding stock in nominee or "street" name.
Dividend Policy
The Company has not paid any dividends to stockholders since its initial
public offering in November 1992. It is currently contemplated that the Company
will retain earnings for use in the operation and potential expansion of its
business and, therefore, does not anticipate declaring or paying any cash
dividends in the foreseeable future. The declaration and payment of any such
dividends in the future will depend upon the Company's earnings, financial
condition, capital needs and other factors deemed relevant by the Board of
Directors.
7
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ITEM 6. SELECTED FINANCIAL DATA
The following sets forth selected financial data as of and for the periods
presented. This data should be read in conjunction with the financial statements
and related notes thereto and other financial information included herein.
<TABLE>
<CAPTION>
Year Ended March 31
---------------------------------------------------------------------
2000 1999 1998 1997 1996
------- -------- -------- -------- --------
(In thousands, except per share amounts and selected operating data)
<S> <C> <C> <C> <C> <C>
Statements of Income Data:
Net sales............................................ $175,846 $154,573 $143,014 $137,705 $133,741
Cost of goods sold, buying and occupancy
costs............................................. 123,496 106,921 100,239 98,237 100,522
---------------------------------------------------------------------
Gross profit......................................... 52,350 47,652 42,775 39,468 33,219
Selling, general and administrative expenses......... 43,524 38,873 35,669 34,805 34,235
Stock award (1)...................................... - - 1,468 - -
---------------------------------------------------------------------
Net income (loss) from operations.................... 8,826 8,780 5,638 4,663 (1,016)
Interest expense (income)............................ (284) (243) 175 805 1,224
---------------------------------------------------------------------
Net income (loss) before taxes....................... 9,110 9,023 5,463 3,858 (2,240)
Income tax provision (benefit)....................... 3,626 3,609 2,236 1,555 (880)
---------------------------------------------------------------------
Net income (loss).................................... 5,484 5,414 3,227 2,303 (1,360)
=====================================================================
Earnings (loss) per share - basic.................... $ .83 $ .83 $ .50 $ .35 $ (.21)
=====================================================================
Earnings (loss) per share - diluted.................. $ .81 $ .80 $ .49 $ .35 $ (.21)
=====================================================================
Weighted average shares outstanding:
Basic........................................... 6,577 6,530 6,504 6,500 6,500
=====================================================================
Diluted......................................... 6,756 6,731 6,587 6,500 6,500
=====================================================================
Selected Operating Data:
Stores open at end of period......................... 22 19 18 18 18
Comparable store sales increase (decrease)(2)........ 2.0% 3.2% 3.8% 0.0% (4.1)%
Balance Sheet Data:
Working capital...................................... $ 25,908 $ 22,999 $ 18,201 $ 13,040 $ 11,240
Total assets......................................... 64,454 58,380 48,718 44,436 49,508
Total loans payable.................................. - - - 1,352 10,308
Total stockholders' equity........................... 42,622 36,980 31,521 26,707 24,404
</TABLE>
(1) Represents the fair market value of 293,625 unregistered common shares
awarded to certain employees by the Principal Stockholder and his spouse,
through their family trust.
(2) A store's sales are included in the comparable store sales calculation
after its twelfth full month of operation.
8
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The following should be read in conjunction with "Item 6. Selected
Financial Data" and the Company's financial statements and related notes
thereto.
Results of Operations
The following tables set forth statements of income data and relative
percentages of net sales for the periods indicated (dollar amounts in thousands,
except per share amounts).
<TABLE>
<CAPTION>
Year ended March 31
-------------------------------------------------
2000 1999 1998
-------------------------------------------------
Amount Percent Amount Percent Amount Percent
-------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales............................... $175,846 100.0% $154,573 100.0% $143,014 100.0%
Gross profit............................ 52,350 29.8 47,652 30.8 42,775 29.9
Selling, general and Administrative
expenses.............................. 43,524 24.8 38,873 25.2 35,669 24.9
Stock award............................. - - - - 1,468 1.0
Income from operations.................. 8,826 5.0 8,780 5.7 5,638 3.9
Interest expense (income)............... (284) (0.1) (243) (0.2) 175 0.1
Income before taxes..................... 9,110 5.2 9,023 5.8 5,463 3.8
Net income.............................. 5,484 3.1 5,414 3.5 3,227 2.3
Earnings (loss) per share:
Earnings per share:
Basic............................. $ .83 $ .83 $ .50
Diluted........................... $ .81 $ .80 $ .49
<CAPTION>
Quarter ended March 31
------------------------------------
2000 1999
------------------------------------
Amount Percent Amount Percent
------- -------- ------- --------
<S> <C> <C> <C> <C>
Net sales.................................. $49,010 100.0% $39,050 100.0%
Gross profit............................... 13,902 28.4 12,139 31.1
Selling, general and administrative
expenses................................. 11,170 22.8 10,224 26.2
Stock award................................ - - - -
Income from operations..................... 2,732 5.6 1,915 4.9
Interest expense (income).................. (110) (.2) (125) (0.3)
Income before taxes........................ 2,842 5.8 2,040 5.2
Net income................................. 1,713 3.5 1,302 3.3
Earnings (loss) per share:
Earnings per share:
Basic................................ $ .26 $ .20
Diluted.............................. $ .26 $ .19
</TABLE>
Fiscal 2000 Compared to Fiscal 1999. Sales increased from $154.6
million to $175.8 million, a 13.7% increase. The increase is primarily related
to the opening of three new stores during fiscal 2000. Comparable store sales
increased 2.0% reflecting continuing improvements in merchandising and customer
service, offset partially by the unusually warm and dry weather conditions
experienced in the third quarter as compared to the third quarter of the prior
year. Comparable store sales of non-winter related merchandise increased 4.0%.
Gross profit for the period decreased as a percent of sales from 30.8% to
29.8% as significant markdowns were required to stimulate the sales of winter
related merchandise.
Selling, general and administrative ("SG&A") expenses decreased as a
percent of sales from 24.8% in fiscal 2000 compared to 25.2% in the prior year,
primarily the result of reduced incentive-based labor costs.
Interest income increased to $284,000 from $243,000 last year due to
investments of cash reserves at higher interest rates.
The effective tax rate as a percent of pretax income is 39.8% for fiscal
2000 and 40.0% for fiscal 1999. These rates differ from the statutory rate of
39.8% primarily as a result of permanent differences between financial reporting
and tax-basis income.
Net income remained relatively flat at $5.5 million compared to $5.4
million in the prior year primarily due to increased sales offset by reduced
gross profit margins. Diluted earnings per share increased to $.81 from $.80 due
primarily to increased net income.
9
<PAGE>
Fourth Quarter 2000 Compared to Fourth Quarter 1999. Sales increased from
$39.1 million to $49.0 million, a 25.3% increase. Comparable store sales
increased 10.2% as markdowns combined with the first significant winter weather
of the season in Southern California caused significant increases in sales of
winter related merchandise during the fourth quarter of fiscal 2000. Sales of
non-winter related products increased 5.7% on a comparable store basis as well.
Also contributing to the total sales increase were the three new stores that
were opened during the fiscal year.
Gross profit for the period decreased as a percent of sales from 31.1% to
28.4% primarily from increased markdowns taken to stimulate the sales of winter
related merchandise.
Selling, general and administrative expenses decreased from 26.2% to 22.8%
as a percent of sales primarily because of the leveraging effect of strong sales
for the quarter ending March 31, 2000.
Interest income decreased slightly from $125,000 to $110,000.
The effective income tax rate as a percent of pretax income for the fourth
quarter 2000 is 39.7% compared to 36.2% for the same period of fiscal 1999, the
result of timing differences between quarters of fiscal 1999.
Net income increased to $1.7 million from $1.3 million and earnings per
share increased to $.26 from $.20 as a result of increased sales.
Fiscal 1999 Compared to Fiscal 1998. Sales increased from $143.0 million to
$154.6 million, an 8.1% increase. Comparable store sales increased 3.2%
reflecting, in management's opinion, stronger consumer demand in Southern
California favoring the Company's product mix and continuing improvements in
merchandising and customer service, offset partially by the lack of "El Nino"
driven weather conditions which favorably impacted sales levels of winter-
related merchandise in the third and fourth quarters of the prior fiscal year.
In addition, one new store was opened during June 1998 and another during
November 1997, while the under-performing El Cajon store was closed in September
1997.
Gross profit for the period increased as a percent of sales from 29.9% to
30.8% reflecting strong consumer demand and continued improvements in inventory
procurement systems and practices, which led to more efficient inventory levels
as well as further reductions in inventory shrinkage.
Selling, general and administrative ("SG&A") expenses increased slightly as
a percent of sales, 25.2% in fiscal 1999 compared to 24.9% in the prior year as
increased sales and net income in fiscal 1999 resulted in increases in
incentive-based labor costs.
For fiscal 1998 the Stock Award by the Principal Stockholder and his
spouse, through their family trust, of 293,625 unregistered shares to more than
one hundred employees and certain Directors resulted in compensation expense and
a decrease to net income of $1.5 million. As a consequence, earnings per share
was reduced by $.13 on an after-tax basis. No such award was made in fiscal
1999.
Interest income increased to $243,000 from an expense of $175,000 last year
due to investments of cash reserves generated by increased net income.
The effective tax rate as a percent of pretax income is 40.0% for fiscal
1999 and 40.9% for fiscal 1998. These rates differ from the statutory rate of
39.8% as a result of permanent differences between financial reporting and tax-
basis income.
10
<PAGE>
Net income increased to $5.4 million from $3.2 million in the prior year
primarily due to increased sales, improved gross profit margins and the impact
of the Stock Award in the prior fiscal year. Diluted earnings per share
increased to $.80 from $.49 due primarily to increased net income.
Liquidity and Capital Resources
The Company's primary capital requirements are for inventory and store
expansion, relocation and remodeling. Historically, cash from operations, credit
terms from vendors and bank borrowing have met the Company's liquidity needs.
The Company believes that these sources will be sufficient to fund currently
anticipated cash requirements for the foreseeable future.
Net cash provided by operating activities was $1.0 million, $9.6 million
and $9.2 million for fiscal 2000, 1999 and 1998, respectively. Net income
provided cash of $5.5 million, $5.4 million and $3.2 million in fiscal 2000,
1999 and 1998. Included in net income was non-cash depreciation of $3.7 million,
$3.2 million and $2.9 million for fiscal 2000, 1999, and 1998, respectively. In
fiscal 1998, non-cash stock awards provided an additional $1.6 million.
Accounts receivable increased by $1.5 million and $880,000 in fiscal 2000
and 1999 as a result of amounts due to the Company from John Wells Golf Shops,
the operator of the leased golf department within the Company's stores. On April
1, 2000, the Company purchased the inventory and fixtures of the golf department
from the lessee and will operate the golf department on its own.
During fiscal 2000 and 1999, inventories increased $7.0 million and $2.1
million primarily as the result of adding new stores.
Accounts payable increased $2.0 million during fiscal 1999 directly related
to the increase in inventory. During fiscal 2000 and 1998, accounts payable
decreased $69,000 and $976,000, respectively, due to changes in the timing of
vendor payments.
Net cash used in investing activities was $6.6 million, $3.8 million and
$3.4 million for fiscal 2000, 1999 and 1998, respectively. In fiscal 2000 three
stores were opened and one was relocated while in fiscal 1999 one store was
added and during 1998 one store was relocated. In fiscal 2000, 1999 and 1998,
ongoing capital expenditures for the Company's existing stores totaled $2.8
million, $2.3 million and $2.6 million, respectively.
As a result of the Company's expansion plans, capital expenditures are
forecasted to be much higher than in the past. During fiscal 2001, the Company
has forecasted capital expenditures of $10.4 million. Approximately $1.0 million
of this amount will be used to open at least one new store. In addition,
approximately $6 million will be used to implement the Company's three-year
strategic plan regarding information technology.
Historically, net cash used in or provided by financing activities has
resulted primarily from the advance or pay down of a revolving credit line. For
fiscal 2000 and 1999, there were no borrowings. For fiscal 1998, peak borrowings
on that credit line were $4.9 million.
In June 2000, the Company modified a credit facility from Bank of America
National Trust and Savings Association, Inc. (the "Lender") which provides for
advances up to $10 million less the amount of any outstanding draws up to a $1.5
million maximum in authorized letters of credit. Interest accrues at prime less
1/2% or can be fixed for a period of time at the then current rate established
under one of several indices, all at the Company's option. This credit facility
expires on August 31, 2002 and the Company expects to renegotiate and extend the
term of this agreement before that date.
The Company's obligation to the Lender is presently secured by a first
priority lien on substantially all of the Company's non-real estate assets, and
the Company is subject to several restrictive covenants. The principal operating
covenants require the Company to maintain certain minimum cash flow coverage and
debt to equity ratios and restrict the level of losses and capital
11
<PAGE>
expenditures, calculated on a quarterly basis. In addition, the Company must
reduce borrowings to $2 million or less for 30 consecutive days during each
fiscal year. The Company currently is in full compliance with these covenants
and expects to remain in compliance during the term of the credit facility. The
Company believes its credit line with the Lender is sufficient to fund capital
expenditures for the foreseeable future and to meet seasonal fluctuations in
cash flow requirements. However, unexpected conditions could cause the Company
to request additional borrowing capacity from the Lender or alter its expansion
plans or operations.
No cash dividends have been declared on common stock in fiscal 2000. The
Company intends to retain earnings for use in the operation and expansion of its
business and, therefore, does not anticipate paying any cash dividends in the
foreseeable future.
Seasonality and Quarterly Fluctuations
As noted previously, the months of November, December and January
historically have accounted for the largest percentage of the Company's net
sales and a significant portion of its net income. As is typical with other
sporting goods retailers, the Company's sales volume increases significantly
during the Christmas holiday season and the peak ski and snowboard season
generally corresponds to this three-month period.
The Company's operating results historically have been influenced by the
amount and timing of snowfall at the resorts frequented by those living in
Southern California, particularly the Mammoth Mountain resort in the eastern
Sierra Nevada mountains. An early snowfall at Mammoth often has influenced sales
because it generally extends the demand for winter apparel and equipment while a
late snowfall may have the opposite effect.
Although the third and fourth quarters of fiscal 1998 experienced strong
sales of winter-related products as a result of the "El Nino" weather conditions
which provided unusually consistent snowfall throughout the period, management
currently projects little or no growth in winter-related product sales relative
to other specialty product areas of the Company's business. Accordingly, the
effect of snow conditions on the Company's operating results has been and is
being partially mitigated by management's actions to diversify the Company's
product mix. Sales of winter related products have decreased over the last five
fiscal years from 25% in fiscal 1995 to 17% in fiscal 2000 as a percentage of
the total Company sales revenue.
Suppliers in the ski and snowboard industry require that commitments be
made for purchases of apparel and equipment by April for fall delivery, and only
limited quantities of merchandise can be reordered during the fall.
Consequently, the Company places its orders in the spring anticipating snowfall
in the winter. If the snowfall does not at least provide an adequate base or
occurs late in the season, or if sales do not meet projections, the Company may
be required to mark down its winter related merchandise.
Year 2000
In prior years, the Company discussed the nature and progress of its plans
to become Year 2000 ready. In late 1999, the Company completed its remediation
and testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company
expensed approximately $200,000 in this effort. The Company is not aware of any
material problems resulting from Year 2000 issues, either with its products,
internal systems, or the products and services of third parties. The Company
will continue to monitor its mission critical computer applications and those of
its suppliers and vendors throughout the year 2000 to ensure that any latent
Year 2000 matters that may arise are addressed promptly.
12
<PAGE>
Other Factors That May Affect Future Results
The statements which are not historical facts contained in this Annual
Report on Form 10-K are "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, that involve risks and
uncertainties. The words "anticipate", "believes", "expect", "intend", "may" or
similar expressions used in this Annual Report as they relate to the Company or
its management are generally intended to identify such forward looking
statements.
These risks and uncertainties contained in this Annual Report, include but
are not limited to, product demand and market acceptance risks, the effect of
economic conditions generally and in Southern California, and retail and
sporting goods business conditions specifically, the impact of competition,
technological difficulties, capacity and supply constraints or difficulties, the
results of financing efforts, changes in consumer preferences and trends, the
effect of the Company's accounting policies, weather conditions, acts of God,
trade restrictions and other risks detailed in the Company's Security and
Exchange Commission filings.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this section are submitted as
part of Item 14 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
13
<PAGE>
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------
The following table sets forth the names and ages of all directors and
executive officers as of June 26, 2000, indicating all positions and offices
presently held by each.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Norbert J. Olberz........ 75 Chairman of the Board
Eric S. Olberz........... 37 Director
John R. Attwood.......... 70 Director
Kenneth Olsen............ 82 Director
Frederick H. Schneider... 43 Director
Craig L. Levra........... 41 Director, President and Chief Executive Officer
Dennis D. Trausch........ 50 Executive Vice President - Operations
Howard K. Kaminsky....... 42 Executive Vice President - Finance, Chief Financial Officer
and Secretary
Ronald G. Mann........... 49 Senior Vice President - General Merchandise Manager
</TABLE>
Norbert J. Olberz is the Company's founder and has been its Controlling
Stockholder and Chairman of the Board since it was founded in 1959, Interim
President from April 1995 through November 1997 and Interim Chief Executive
Officer from April 1995 to August 1999.
Eric S. Olberz has been a Director since 1992. Mr. Olberz recently received
a Bachelors degree with an emphasis in accounting from National University and
sat for the Certified Public Accountants Examination. Mr. Olberz was President
and owner of Camp 7, Inc., a soft goods manufacturing operation located in Santa
Ana, California from July 1995 through October 1996 and Vice Chairman of the
Company from October 1994 to July 1995, Vice President from 1984 through October
1994 and Secretary from October 1992 to July 1995. Mr. Olberz resigned as an
officer and employee concurrently with Camp 7, Inc.'s acquisition of the
Company's soft goods manufacturing operations in July 1995. Mr. Olberz is the
son of Norbert J. Olberz, the Principal Stockholder and Chairman of the Board.
John R. Attwood has been a Director of the Company and Chairman of the
Board's Compensation Committee since February 1993. Mr. Attwood is the President
of Attwood Enterprises, a consulting business. He was the former Chairman of
Coca-Cola Bottling of Los Angeles and Senior Vice President and a Group
President at Beatrice Companies, Inc., the parent company of Coca-Cola Bottling
of Los Angeles, until his retirement in 1986. Mr. Attwood currently serves on
the board of directors of Verdugo Hills Hospital, a non-profit hospital
organization.
Kenneth Olsen has been a Director of the Company and Chairman of the
Board's Audit Committee since June 1994. Mr. Olsen served as President and
Chief Executive Officer of the Vons Company, Inc., a leading grocery store
chain, from 1974 to 1983, at which time he retired from full time
responsibilities after thirty-eight years with that company. Mr. Olsen
currently serves as a director of several nonprofit organizations and is a
management consultant advising both national and international companies on
marketing and merchandising consumer products.
14
<PAGE>
Frederick H. Schneider has been a Director and member of the Audit
Committee since May 2000. Mr. Schneider currently is an independent private
equity investor. He served as Chief Financial Officer and Principal of Leonard
Green & Partners, L.P., a merchant banking firm, from September 1994 to January
1998, where he played a key role in various acquisitions. From June 1978 to
September 1994, he was employed by KPMG Peat Marwick, including as an Audit and
Due Diligence Partner from June 1989 to September 1994.
Craig L. Levra, Director since November 1998 and President and Chief
Operating Officer since November 1997 and Chief Executive Officer since August
1999. Prior to joining the Company, Mr. Levra had been employed by The Sports
Authority, the nation's largest sporting goods retailer. During his five-year
tenure with that company, he held positions of increasing responsibility in
merchandising and operations and was Vice President of Store Operations at the
time of his departure. Mr. Levra received a Bachelor's degree and a Master's
degree in Business Administration from the University of Kansas.
Dennis D. Trausch, Executive Vice President - Operations since June 1988.
Since joining the Company in 1976, Mr. Trausch has served in various positions
of increasing responsibility in store and Company operations. He oversees all
store and distribution center operations, including human resources and customer
service, as well as being responsible for site selection and leasing.
Howard K. Kaminsky, Chief Financial Officer since joining the Company in
1985, Executive Vice President - Finance since May 2000 and Secretary since July
1995. Mr. Kaminsky was also the Company's Vice-President - Finance from January
through April 1997, Senior Vice President - Finance from April 1997 to May 2000
and Treasurer from October 1992 through January 1997. Prior to joining the
Company, Mr. Kaminsky was employed in the auditing division of Ernst & Young
LLP. He is a Certified Public Accountant and received his Bachelor of Science
degree in Business Administration from California State University, Northridge.
Mr. Kaminsky is a member of the California Society of Certified Public
Accountants and the Retail Financial Executives Professional Association.
Ronald G. Mann, Senior Vice President - General Merchandise Manager
since August 1998. Before joining the Company, Mr. Mann had been employed since
1976 at the large sporting goods retailer Big 5 Sporting Goods, where he held
positions of increasing responsibility in operations and merchandising and was
the Assistant Merchandise Manager at the time of his departure. Mr. Mann
received his Bachelor of Arts degree from California State University,
Northridge immediately prior to joining Big 5.
Norbert J. Olberz, the Principal Stockholder, owns approximately 67% of the
Company's outstanding Common Stock at March 31, 2000. As a result, the Principal
Stockholder has sufficient voting power to determine the outcome of any matters
submitted to the Company's stockholders for approval.
Other information responding to Item 10 was included in the Registrant's
Proxy Statement with respect to its 2000 Annual Meeting of Stockholders and is
incorporated by reference herein pursuant to General Instruction G(3).
ITEM 11. EXECUTIVE COMPENSATION
The information concerning executive compensation is incorporated herein by
reference from the section entitled "Proposal 1 - Election of Directors"
contained in the Proxy Statement.
15
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information concerning the security ownership of certain beneficial
owners and management is incorporated herein by reference from the sections
entitled "General Information-Security Ownership of Principal Stockholders and
Management" and "Proposal 1-Election of Directors" contained in the Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information concerning certain relationships and related transactions
is incorporated herein by reference from the section entitled "Proposal
1-Election of Directors-Certain Relationships and Related Transactions"
contained in the Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements - The financial statements listed on the
accompanying Index to Financial Statements are filed as part of this
report.
(2) Schedules - Not applicable.
(3) Exhibits - See Index on Page E-1 hereof.
(b) Reports on Form 8-K
None.
16
<PAGE>
Sport Chalet, Inc.
Index to Audited Financial Statements
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors...................................................................... 18
Statements of Income for each of the three years in the period ended March 31, 2000................. 19
Balance Sheets as of March 31, 2000 and 1999........................................................ 20
Statements of Stockholders' Equity for each of the three years in the period ended March 31, 2000... 21
Statements of Cash Flows for each of the three years in the period ended March 31, 2000............. 22
Notes to Financial Statements....................................................................... 23
</TABLE>
17
<PAGE>
Report of Independent Auditors
The Stockholders and Board of Directors
Sport Chalet, Inc.
We have audited the accompanying balance sheets of Sport Chalet, Inc. as of
March 31, 2000 and 1999, and the related statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended March 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sport Chalet, Inc. at March 31,
2000 and 1999, and the results of its operations and its cash flows for each of
the three years in the period ended March 31, 2000, in conformity with
accounting principles generally accepted in the United States.
Los Angeles, California /s/ Ernst & Young LLP
May 19, 2000
18
<PAGE>
Sport Chalet, Inc.
Statements of Income
<TABLE>
<CAPTION>
Year ended March 31
2000 1999 1998
-----------------------------------------------------------------
<S> <C> <C> <C>
Net sales............................................ $175,846,383 $154,573,318 $143,014,062
Cost of goods sold, buying and occupancy............. 123,496,150 106,920,821 100,239,085
-----------------------------------------------------------------
Gross profit......................................... 52,350,233 47,652,497 42,774,977
Selling, general and administrative expenses......... 43,524,142 38,872,850 35,668,411
Stock award (Note 6)................................. - - 1,468,125
-----------------------------------------------------------------
Income from operations............................... 8,826,091 8,779,647 5,638,441
Interest (income) expense............................ (283,432) (243,366) 175,594
-----------------------------------------------------------------
Income before taxes.................................. 9,109,523 9,023,013 5,462,847
Income tax provision................................. 3,626,000 3,609,000 2,236,000
-----------------------------------------------------------------
Net income........................................... $ 5,483,523 $ 5,414,013 $ 3,226,847
=================================================================
Earnings per share:
Basic............................................... $ .83 $ .83 $ .50
==================================================================
Diluted............................................. $ .81 $ .80 $ .49
==================================================================
Weighted average number of common shares outstanding:
Basic.............................................. 6,577,000 6,529,667 6,504,000
Diluted............................................ 6,756,042 6,731,244 6,587,000
</TABLE>
See accompanying notes.
19
<PAGE>
Sport Chalet, Inc.
Balance Sheets
<TABLE>
<CAPTION>
March 31
2000 1999
---------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash........................................................................ $ 5,468,390 $10,829,102
Accounts receivable, less allowance of $75,000 in 2000 and $28,000 in 1999.. 2,808,769 1,290,266
Merchandise inventories (Note 2)............................................ 36,921,166 29,938,999
Prepaid expenses and other current assets................................... 1,295,082 974,852
Deferred income taxes (Note 5).............................................. 1,186,162 1,263,779
-----------------------------------
Total current assets......................................................... 47,679,569 44,296,998
Furniture, equipment and leasehold improvements:
Furniture, fixtures and office equipment.................................... 17,167,888 14,191,841
Rental equipment............................................................ 3,166,932 3,238,145
Vehicles.................................................................... 686,061 813,168
Leasehold improvements...................................................... 12,589,688 10,657,242
-----------------------------------
33,610,569 28,900,396
Less allowance for depreciation and amortization............................ 17,201,939 15,398,980
-----------------------------------
16,408,630 13,501,416
Other assets (Note 6)........................................................ 365,739 581,262
-----------------------------------
Total assets................................................................. $64,453,938 $58,379,676
===================================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable............................................................ $11,579,549 $11,648,964
Salaries and wages payable.................................................. 1,815,476 2,962,400
Other accrued expenses (Note 4)............................................. 6,709,492 5,884,047
Income tax payable.......................................................... 1,667,554 802,943
-----------------------------------
Total current liabilities.................................................... 21,772,071 21,298,354
Deferred income taxes (Note 5)............................................... 60,212 101,140
Commitments and contingencies (Note 4)
Stockholders' equity (Note 6):
Preferred stock, $.01 par value:
Authorized shares - 2,000,000
Issued and outstanding shares - none
Common stock, $.01 par value:
Authorized shares - 15,000,000
Issued and outstanding shares - 6,577,000 in 2000
and 6,532,000 in 1999...................................................... 65,770 65,320
Additional paid-in capital.................................................. 21,689,607 21,532,107
Retained earnings........................................................... 20,866,278 15,382,755
-----------------------------------
Total stockholders' equity................................................... 42,621,655 36,980,182
-----------------------------------
Total liabilities and stockholders' equity................................... $64,453,938 $58,379,676
===================================
</TABLE>
See accompanying notes.
20
<PAGE>
Sport Chalet, Inc.
Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Common Stock Additional Retained
Shares Amount Paid-in Capital Earnings Total
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1997........... 6,500,000 $65,000 $19,900,052 $ 6,741,895 $26,706,947
Shares granted to officer.......... 25,000 250 118,500 - 118,750
Contribution by principal
shareholder (Note 6)............. - - 1,468,125 - 1,468,125
Net income for 1998................ - - - 3,226,847 3,226,847
-------------------------------------------------------------------------------------
Balance at March 31, 1998........... 6,525,000 65,250 21,486,677 9,968,742 31,520,669
Shares granted to employees........ 7,000 70 45,430 - 45,500
Net income for 1999................ - - - 5,414,013 5,414,013
-------------------------------------------------------------------------------------
Balance at March 31, 1999........... 6,532,000 65,320 21,532,107 15,382,755 36,980,182
Exercise of stock options.......... 45,000 450 127,800 - 128,250
Tax benefit from exercise of
options........................... - - 29,700 - 29,700
Net income for 2000................ - - - 5,483,523 5,483,523
-------------------------------------------------------------------------------------
Balance at March 31, 2000........... 6,577,000 $65,770 $21,689,607 $20,866,278 $42,621,655
=====================================================================================
</TABLE>
See accompanying notes.
21
<PAGE>
Sport Chalet, Inc.
Statements of Cash Flows
<TABLE>
<CAPTION>
Year ended March 31
-------------------------------------------------------------
2000 1999 1998
-------------------------------------------------------------
<S> <C> <C> <C>
Operating activities
Net income.................................................. $ 5,483,523 $ 5,414,013 $ 3,226,847
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 3,714,365 3,215,312 2,926,309
Loss (gain) on disposal of equipment...................... 149,437 (33,706) 287,025
Stock compensation........................................ - 45,500 1,586,875
Deferred income taxes..................................... 36,689 (219,464) 445,853
Changes in operating assets and liabilities:
Accounts receivable...................................... (1,518,503) (880,631) 66,435
Merchandise inventories.................................. (6,982,167) (2,126,941) 281,577
Prepaid expenses and other current assets................ (320,230) (79,346) 148,984
Refundable income taxes.................................. - 675,521 (371,363)
Accounts payable......................................... (69,415) 2,038,104 (975,801)
Salaries and wages payable............................... (1,146,924) 119,593 641,912
Other accrued expenses................................... 825,445 641,486 1,286,270
Income taxes payable..................................... 864,611 802,943 (324,000)
-------------------------------------------------------------
Net cash provided by operating activities................... 1,036,831 9,612,384 9,226,923
Investing activities
Purchases of furniture, equipment and leasehold
improvements.............................................. (6,881,596) (3,300,013) (3,355,937)
Other assets................................................ 215,523 (514,532) -
Proceeds from sale of assets................................ 110,580 60,928 -
-------------------------------------------------------------
Net cash used in investing activities....................... (6,555,493) (3,753,617) (3,355,937)
Financing activities
Proceeds from bank and other borrowings..................... - - 35,987,095
Repayments of bank and other borrowings..................... - - (37,338,860)
Proceeds from exercise of stock options and related tax
benefit.................................................... 157,950 - -
-------------------------------------------------------------
Net cash provided by (used in)
financing activities....................................... 157,950 - (1,351,765)
-------------------------------------------------------------
(Decrease) increase in cash................................. (5,360,712) 5,858,767 4,519,221
Cash at beginning of year................................... 10,829,102 4,970,335 451,114
-------------------------------------------------------------
Cash at end of year......................................... $ 5,468,390 $10,829,102 $ 4,970,335
=============================================================
Cash paid during the year for:
Income taxes............................................... $ 2,695,000 $ 2,350,000 $ 2,575,842
Interest................................................... - - 175,594
</TABLE>
See accompanying notes.
22
<PAGE>
1. Description of Business
Sport Chalet, Inc. (the Company) is an operator of full service, specialty
sporting goods superstores in Southern California. As of March 31, 2000, the
Company had 22 stores, 11 of which are located in Los Angeles County, 5 in
Orange County, 3 in San Diego County, 1 in San Bernardino County, 1 in Ventura
County and 1 in Riverside County.
The Chairman of the Board (Principal Stockholder) owned approximately 67% of the
Company's outstanding common stock at March 31, 2000.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of less than
three months when purchased to be cash equivalents.
The Company is potentially exposed to a concentration of credit risk when cash
deposits in banks are in excess of federally insured limits in the event of
nonperformance by the related financial institution. However, management does
not anticipate nonperformance by these financial institutions.
Merchandise Inventories
Merchandise inventories are stated at the lower of cost (first-in, first-out
determined by the retail method of accounting) or market and consist principally
of merchandise held for resale. The Company considers cost to include the direct
cost of merchandise, plus internal costs associated with merchandise
procurement, storage and handling.
Furniture, Equipment and Leasehold Improvements
Furniture, equipment, and leasehold improvements are stated on the basis of
cost. Depreciation of furniture and equipment is computed primarily on the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are amortized on the straight-line method over the shorter of the
life of the asset or the remaining lease term. The estimated useful lives of the
assets are as follows:
<TABLE>
<S> <C>
Furniture, fixtures and office equipment................................. 5-7 years
Rental equipment......................................................... 3 years
Vehicles................................................................. 5 years
Leasehold improvements................................................... 15 years
</TABLE>
23
<PAGE>
2. Summary of Significant Accounting Policies (continued)
Long Lived Assets
The Company periodically evaluates whether events and circumstances have
occurred that indicate the remaining estimated useful life of long lived assets
may warrant revision or that the remaining balance may not be recoverable. When
factors indicate that the asset should be evaluated for possible impairment, the
Company uses an estimate of the undiscounted net cash flows over the remaining
life of the asset in measuring whether the asset is recoverable. Based upon the
anticipated future income and cash flow from operations, in the opinion of
Company management, there has been no impairment.
Pre-opening Costs
Non-capital expenditures incurred prior to the opening of a new store are
charged to operations as incurred.
Revenue Recognition
Retail merchandise sales are recognized at the point of sale less estimated
sales returns.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expense amounted to
$4,469,803, $3,960,886 and $2,786,799 for the years ended March 31, 2000, 1999
and 1998, respectively.
Income Taxes
The Company uses the liability method of accounting for income taxes.
Earnings Per Share
In fiscal 1998, the Company adopted Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" (EPS). This statement supersedes Accounting
Principles Board Opinion No. 15 and replaces primary and fully diluted EPS with
a dual presentation of basic and diluted EPS. Basic EPS equals net income
divided by the number of weighted average common shares. Diluted EPS includes
potentially dilutive securities such as stock options and convertible
securities.
24
<PAGE>
2. Summary of Significant Accounting Policies (continued)
Earnings Per Share (continued)
A reconciliation of the numerators and denominators of the basic and diluted EPS
computations is illustrated below:
<TABLE>
<CAPTION>
March 31
2000 1999 1998
--------------------------------------------
(in thousands, except per share data)
<S> <C> <C> <C>
Basic EPS computation:
Numerator............................................... $5,484 $5,414 $3,227
Denominator:
Weighted average common shares outstanding............. 6,577 6,530 6,504
--------------------------------------------
Basic earnings per share................................ $ .83 $ .83 $ .50
--------------------------------------------
Diluted EPS computation:
Numerator............................................... $5,484 $5,414 $3,227
Denominator:
Weighted average common shares outstanding............. 6,577 6,530 6,504
Incremental shares from assumed conversion of options..
179 201 83
--------------------------------------------
Total weighted average common shares - assuming dilution.
6,756 6,731 6,587
--------------------------------------------
Diluted earnings per share............................... $ .81 $ .80 $ .49
--------------------------------------------
</TABLE>
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
25
<PAGE>
2. Summary of Significant Accounting Policies (continued)
Stock-Based Compensation
The Company accounts for stock-based awards to employees using the intrinsic
value method as prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees."
Major Supplier
During 2000 and 1999, the Company purchased approximately 8% and 9%,
respectively, of its inventory from one supplier. At March 31, 2000 and 1999,
the amount due to this supplier constituted approximately 8% and 7% of accounts
payable, respectively.
Reclassification
Certain amounts in March 31, 1998 and 1999 financial statements have been
reclassified to conform with the March 31, 2000 classification.
3. Loans Payable to Bank
The Company has a credit facility with Bank of America National Trust and
Savings Association, Inc. (lender) which provides for advances up to $10 million
less the amount of any outstanding draws up to a maximum of $1.5 million in
authorized letters of credit. Maximum borrowings generally may not exceed 50% of
the value of eligible inventory, as defined, and may also be reduced under
certain circumstances to reflect reserves or other adjustments. Interest shall
accrue at prime less 1/2% depending on cash flow (8% at March 31, 2000) or may
be fixed for a period of time at the then current rate established under one of
several indicies, all at the Company's option. This credit facility expires
August 31, 2002. The primary covenants in the credit facility with the lender
require the Company to maintain certain minimum cash flow coverage and debt to
equity ratios, and restricts the level of losses and capital expenditures,
calculated on a quarterly basis. This loan is secured by substantially all of
the Company's non-real estate assets.
At March 31, 2000, the Company had no letters of credit outstanding.
26
<PAGE>
3. Loans Payable to Bank (continued)
There were no borrowings during either fiscal 2000 or fiscal 1999. The weighted
average interest rate on short-term borrowings was 8.43% for the year ended
March 31, 1998.
4. Commitments and Contingencies
The Company leases all buildings (including its corporate office space,
warehouse and distribution facility and three stores from the Company's
Principal Stockholder) under certain noncancelable operating lease agreements.
Rentals of the retail locations in most instances require the payment of
contingent rentals based on a percentage of sales in excess of minimum rental
payment requirements. Most of the leases obligate the Company to pay costs of
maintenance, utilities, and property taxes. Most leases contain renewal options
of five years and certain leases provide for various rate increases over the
lease term.
Future minimum payments, by year and in the aggregate, under those leases with
terms of one year or more, consist of the following at March 31, 2000:
<TABLE>
<S> <C>
2001........................................................................ $ 9,695,868
2002........................................................................ 9,820,395
2003........................................................................ 9,810,069
2004........................................................................ 9,113,660
2005........................................................................ 9,337,899
Thereafter.................................................................. 53,877,384
---------------------
$101,655,275
=====================
</TABLE>
Total rent expense amounted to $13,553,746, $11,765,848 and $11,015,404 for the
years ended March 31, 2000, 1999 and 1998, respectively, of which $2,102,252,
$1,670,113 and $1,524,389, respectively, was paid on the leases with the
Principal Stockholder. Also, total rent expense includes contingent rentals
calculated as a percentage of gross sales over certain base amounts of $755,933,
$748,789 and $752,151 for the years ended March 31, 2000, 1999 and 1998,
respectively. Included in the accompanying balance sheets are amounts
representing prepaid rent to the Principal Stockholder of $123,334 at March 31,
2000, $115,697 at March 31, 1999 and $76,267 at March 31, 1998.
The Company is involved from time to time in routine legal matters incidental to
its business. In the opinion of the Company's management, based on the advice of
counsel, resolution of such matters will not have a material effect on its
financial position or results of operations.
27
<PAGE>
5. Income Taxes
The provision (benefit) for income taxes for the years ended March 31, 2000,
1999 and 1998 consists of the following:
<TABLE>
<CAPTION>
2000 1999 1998
-------------------------------------------------------
<S> <C> <C> <C>
Federal:
Current.................................. $2,791,000 $2,876,000 $1,609,000
Deferred................................. 27,000 (67,000) 109,000
-------------------------------------------------------
2,818,000 2,809,000 1,718,000
State:
Current.................................. 798,000 803,000 476,000
Deferred................................. 10,000 (3,000) 42,000
-------------------------------------------------------
808,000 800,000 518,000
-------------------------------------------------------
$3,626,000 $3,609,000 $2,236,000
=======================================================
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets as of March 31, 2000 and 1999
are as follows:
<TABLE>
<CAPTION>
2000 1999
-------------------------------------------------------------------------
Non- Non-
Current current Current current
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred tax liabilities:
Tax over book depreciation............ $ - $(95,494) $ - $(125,548)
-------------------------------------------------------------------------
Total deferred tax liabilities......... - (95,494) - (125,548)
Deferred tax assets:
Uniform cost capitalization........... 51,510 - 53,989 -
Markdown reserve...................... 599,760 - 642,600 -
Accrued vacation...................... 197,888 - 214,216 -
Other................................. 337,004 35,282 352,974 24,408
-------------------------------------------------------------------------
Total deferred tax assets.............. 1,186,162 35,282 1,263,779 24,408
-------------------------------------------------------------------------
Total deferred tax asset
(liability)............................ $1,186,162 $(60,212) $1,263,779 $(101,140)
=========================================================================
</TABLE>
A reconciliation of the provision for income taxes for the years ended March 31,
2000, 1999 and 1998 with the amount computed using the federal statutory rate
follows:
<TABLE>
<CAPTION>
2000 1999 1998
----------------------------------------------------
<S> <C> <C> <C>
Statutory rate, 34% applied to income before
taxes......................................... $3,097,000 $3,068,000 $1,857,000
State taxes, net of federal tax effect......... 499,000 528,000 342,000
Other, net..................................... 30,000 13,000 37,000
-------------------------------------------------------
$3,626,000 $3,609,000 $2,236,000
=======================================================
</TABLE>
28
<PAGE>
6. Award Plans and Stock Award
Award Plan
The Company has an Incentive Award Plan (1992 Plan) under which stock options or
other awards to purchase or receive up to 1,200,000 shares of the Company's
common stock may be granted to employees and non-employee directors. The option
price per share shall not be less than fair market value at the date of grant.
Options vest over three to five-year periods and if not exercised, expire five
to ten years from the date of grant. The 1992 Plan also provides for issuance by
the Company of stock appreciation rights, restricted stock and performance
awards. At March 31, 2000 there were 395,000 remaining shares available for
grant under the Plan.
Pro forma information regarding net income and earnings per share is required by
Statement 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of that Statement. The fair
value for these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions for fiscal
2000, 1999 and 1998: weighted-average risk-free interest rates of 6%; dividend
yields of 0%; weighted-average volatility factors of the expected market price
of the Company's common stock of .45 for 2000, .46 for 1999 and .47 for 1998;
and a weighted average expected life of the option of five years.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The pro forma
information follows:
<TABLE>
<CAPTION>
March 31
2000 1999 1998
------------------------------------------------------
<S> <C> <C> <C>
Pro forma net income............................. $5,308,847 $5,274,449 $3,173,829
Pro forma earnings per common share:
Basic........................................... $ .81 $ .81 $ .49
Diluted......................................... $ .79 $ .80 $ .49
</TABLE>
The effect of compensation expense from stock options in the 1997 pro forma net
income reflects the second year of vesting of the 1996 awards and the first year
of vesting of 1997 awards. Not until 1999 is the full effect of recognizing
compensation expense for stock options representative of the possible effects on
pro forma net income for future years.
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not provide a reliable single measure of the
fair value of employee stock options.
29
<PAGE>
6. Award Plans and Stock Award (continued)
Award Plan (continued)
A summary of the Company's stock option activity and related information
follows:
<TABLE>
<CAPTION>
March 31, 2000 March 31, 1999 March 31, 1998
--------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Options Exercise Price Options Exercise Price Options Exercise Price
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of year................. 618,000 $3.95 568,000 $3.73 240,000 $2.52
Granted................ 302,000 4.47 50,000 6.46 328,000 4.62
Exercised.............. (45,000) 2.85 - -
Forfeited.............. (115,000) 2.28 - -
----------- -------------- --------------
Outstanding at end of
year.................... 760,000 $4.65 618,000 $3.95 568,000 $3.73
=========== ============== ==============
Exercisable at end of
year.................... 255,600 $3.50 218,200 $2.88 106,800 $2.63
=========== =============== ============== =============== ============== =============
Weighted average fair
value of options
granted during the year. - $2.22 - $2.83 - $2.23
</TABLE>
Exercise prices for options outstanding as of March 31, 2000 ranged from $2.375
to $6.50 The weighted average remaining contractual life of those options is
nine years.
Stock Award
The Principal Stockholder and his spouse, through their Family Trust, awarded
293,625 unregistered shares to more than 100 employees and certain Directors.
Award recipients were not required to pay consideration; however, the shares
awarded are subject to certain restrictions including a prohibition against
transfer for two years and potential forfeiture in the event certain employment
conditions are not fulfilled. The fair market value of the shares awarded was
treated as a capital contribution by the Principal Stockholder and expensed as
compensation to recipients as of March 31, 1998.
The Company granted loans to employees to pay the income taxes associated with
these awards. These loans bear interest at 6% and are payable over four years
and secured by the awarded shares.
30
<PAGE>
7. Employee Retirement Plan
Effective April 1, 1997, the Company adopted the Sport Chalet, Inc. Employee
Retirement Savings Plan (the 401(k) Plan). All employees who have been employed
by the Company for at least one year of service (provided that such service
represents a minimum of 1,000 hours worked during the year) and are at least 21
years of age are eligible to participate. Employees may contribute to the 401(k)
Plan up to 24% of their current compensation, subject to a statutorily
prescribed annual limit. The Company matches 25% of employee contributions up to
1% of the employee's current compensation. The Company expense related to this
plan was $101,519 and $114,973 for the years ended March 31, 2000 and 1999,
respectively.
8. Quarterly Results of Operations (Unaudited)
A summary of the unaudited quarterly results of operations follows (dollar
amounts in thousands, except per share amounts):
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------------------------------------------------------------
Fiscal 2000
<S> <C> <C> <C> <C>
Net sales................................. $34,669 $41,679 $50,489 $49,010
Gross profit.............................. 10,453 12,306 15,690 13,902
Income from operations.................... 1,010 1,704 3,380 2,732
Net income................................ 658 1,065 2,048 1,713
Basic earnings per share.................. .10 .16 .31 .26
Diluted earnings per share................ .10 .16 .30 .26
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Fiscal 1999
Net sales................................. $32,097 $36,192 $47,234 $39,050
Gross profit.............................. 9,518 10,898 15,097 12,139
Income from operations.................... 938 1,554 4,372 1,915
Net income................................ 571 949 2,592 1,302
Basic earnings per share.................. .09 .15 .40 .20
Diluted earnings per share................ .09 .14 .38 .19
</TABLE>
31
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on June 29, 2000.
SPORT CHALET, INC.
(Registrant)
By: /s/ Craig L. Levra
----------------------------------
Craig L. Levra, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated above.
Signature
PRINCIPAL EXECUTIVE OFFICER DIRECTORS
/s/ Craig L. Levra /s/ Norbert J. Olberz
---------------------------------------- -----------------------------
Craig L. Levra, Director, President and Norbert J. Olberz
Chief Executive Officer Chairman and Director
/s/ John R. Attwood
-----------------------------
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER John R. Attwood, Director
/s/ Howard K. Kaminsky
-----------------------------------------
Howard K. Kaminsky /s/ Kenneth Olsen
Executive Vice President - Finance, -----------------------------
Chief Financial Officer and Secretary Kenneth Olsen, Director
/s/ Eric S. Olberz
-----------------------------
Eric S. Olberz, Director
/s/ Frederick H. Schneider
-----------------------------
Frederick H. Schneider, Director
32
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
<S> <C> <C>
3.1 Certificate of Incorporation of Sport Chalet, Inc. (1)
3.2 Bylaws of Sport Chalet, Inc. (1)
4.1 Form of Certificate for the Common Stock. (1)
10.1 Credit Agreement, dated August 1, 1992, between the Company and Wells Fargo Bank (2)
10.2 Letter dated October 8, 1992 by Wells Fargo Bank. (2)
10.3 1992 Incentive Award Plan of the Company. (2)
10.4 Form of Nonemployee Director Stock Option Incentive Award Agreement. (2)
10.5 Form of Key Employee Stock Option Incentive Award Agreement. (2)
10.6 Tax Indemnity Agreement, dated October 8, 1992, between the Company and Norbert J. Olberz. (2)
10.7 Form of Director and Officer Indemnification Agreement. (2)
10.8 Form of Employee Stock Option Incentive Award Agreement. (3)
10.9 Credit Agreement Between the Company and Wells Fargo Bank dated December 1, 1992. (4)
10.10 Camp 7 Manufacturing Operations Lease dated March 1, 1993, between the Company and Eric Steven Olberz. (5)
10.11 First through Fourth Amendment to Credit Agreement between the Company and Wells Fargo Bank dated December (6)
1, 1992.
10.12 Credit Agreement between the Company and Wells Fargo Bank dated June 1, 1994 (7)
10.13 Huntington Beach store lease, dated August 25, 1994 between the Company and Huntington Beach Properties, (8)
Inc., a California Corporation.
10.14 Letter Regarding Resignation of Samuel G. Allen (9)
10.15 Letter Regarding Resignation of Joseph H. Coulombe (10)
10.16 Severance and General Release Agreement with Samuel G. Allen (10)
10.17 Employment Contract for Joseph H. Coulombe (10)
10.18 Employment Contract for Kim D. Robbins (10)
10.19 Agreement for sale of Sport Chalet Manufacturing, dated June 23, 1995 by and among the Company, Eric S. (10)
Olberz and Camp 7, a California corporation.
10.20 Security Agreement [Debtor in Possession] dated June 23,1995 and executed by Camp 7, Inc., a California (10)
corporation, as Borrower, on behalf of the Company, as Secured Party.
10.21 Continuing Guaranty dated June 23, 1995 executed by Eric S. Olberz, as Guarantor, on behalf of the (10)
Company, as lender.
10.22 Promissory Note dated June 23, 1995 executed by Camp 7, Inc., a California corporation, as Maker on behalf (10)
of the Company.
10.23 Agreement of Assignment and Assumption of Lease and Consent of Landlord, dated June 23, 1995, by and among (10)
the Company, as Assignor, Camp 7, Inc., a California corporation, as Assignee and Eric S. Olberz, as
Landlord.
10.24 Pledge Agreement dated June 23, 1995, by and between Eric S. Olberz, as Pledgor, and the Company, as (10)
Pledgee.
</TABLE>
E-1
<PAGE>
<TABLE>
<S> <C> <C>
10.25 Licensing Agreement dated June 23, 1995, by and between the Company as Licensee, and Camp 7, Inc., a (10)
California corporation, as Licensor
10.26 Indemnification Agreement dated June 23, 1995, by Eric S. Olberz, as Indemnitor, on behalf of the Company, (10)
as Indemnity [if required].
10.27 Severance and General Release Agreement with Eric S. Olberz. (10)
10.28 Pomona Warehouse lease, dated August 10, 1995, between the company and Montclair Warehouse, Inc., a (11)
California Corporation.
10.29 Waiver of Loan Covenant by Bank dated February 13, 1996. (12)
10.30 Loan and Security Agreement dated as of May 14, 1996, between the Company and BankAmerica Business Credit, (13)
Inc., together with schedules thereto.
10.31 Letter of Credit Financing Agreement Supplement to Loan and Security Agreement dated as of May 14,1996 (13)
between the Company and BankAmerica Business Credit, Inc.
10.32 Side Letter, dated as of May 14, 1996, between the Company and BankAmerica Business Credit, Inc., (13)
respecting the Aggregate Rent Reserve.
10.33 Termination Agreement and Mutual General Release dated March 25, 1997 among the Company, BankAmerica (14)
Business Credit, Inc. and Bank of America National Trust and Savings Association.
10.34 Business Loan Agreement dated as of March 25, 1997 between the Company and Bank of America National Trust (14)
and Savings Association, together with related exhibits.
10.35 Employment Agreement for President and Chief Operating Officer (15)
10.36 Amendment No. 1 to Business Loan Agreement (16)
10.37 Business Loan Agreement dated as of June 19, 1998 between the Company and Bank of America National Trust (17)
and Savings Association.
10.38 La Canada store lease dated June 19, 1998 between the Company and La Canada Properties, Inc., a California (17)
Corporation.
10.39 La Canada office lease dated June 19, 1998 between the Company and La Canada Properties, Inc., a (17)
California Corporation.
10.40 Employment contract for Senior Vice President - General Merchandise Manager (18)
10.41 Porter Ranch store lease dated May 7, 1999 between the Company and North San Fernando Valley Properties, (19)
Inc., a California Corporation.
10.42 Employment contract for Executive Vice President - Operations (20)
10.43 Employment contract for Senior Vice President - Finance (20)
10.44 Employment contract for Senior Vice President - General Merchandise Manager (20)
10.45 Employment contract for Chairman of the Board
10.46 Employment contract for President and Chief Executive Officer
10.47 Amendment to employment contract for Executive Vice President - Operations
10.48 Amendment to employment contract for Senior Vice President - Finance
10.49 Amendment to employment contract for Senior Vice President - General Merchandise Manager
23.1 Consent of Independent Auditors
27.1 Financial Data Schedule
</TABLE>
(1) Incorporated by reference to the respective exhibit to the Company's
Registration Statement on Form S-1 (Registration Statement No. 33-
53120).
E-2
<PAGE>
<TABLE>
<S> <C> <C>
(2) Incorporated by reference to Exhibits 10.17 through 10.23, inclusive, to the Company's Registration
Statement on Form S-1 (Registration statement and No. 33-53120).
(3) Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 (Registration
Statement No. 33-61612.)
(4) Incorporated by reference to Exhibit 10.1 to the Company's quarterly report, on Form 10-Q, for the quarter
ending September 30, 1992.
(5) Incorporated by reference to Registrant's Report on Form 10-K filed with the Securities and Exchange
Commission on June 28, 1993.
(6) Incorporated by reference to Exhibit 10.1, 10.2, 10.3 and 10.4 to the Company's quarterly report, on Form
10-Q, for the quarter ending December 31, 1993.
(7) Incorporated by reference to the Company's Form 10-K filed with the Commission on June 28, 1994.
(8) Incorporated by reference to Exhibit 10.1 to the Company's quarterly report, on Form 10-Q, for the quarter
ending September 30, 1994.
(9) Incorporated by reference to Exhibit 10.1 to the Company's quarterly report, on Form 10-Q, for the quarter
ending December 31, 1994.
(10) Incorporated by reference to the Company's Form 10-K filed with the Commission on June 28, 1995.
(11) Incorporated by reference to Exhibit 10.1 to the Company's quarterly report, on Form 10-Q, for the quarter
ending September 30, 1995.
(12) Incorporated by reference to Exhibit 10.1 to the Company's quarterly report, on Form 10-Q, for the quarter
ending December 31, 1995.
(13) Incorporated by reference to Exhibit 10.30, 10.31 and 10.32 to the Company's Form 10-K filed with the
Securities and Exchange Commission on June 27, 1996.
(14) Incorporated by reference to Exhibit 10.33 and 10.34 to the Company's Form 10-K filed with the Securities
and Exchange Commission on June 30, 1997.
(15) Incorporated by reference to Exhibit 10.1 to the Company's quarterly report, on Form 10-Q, for the quarter
ending September 30, 1997.
(16) Incorporated by reference to Exhibit 10.1 to the Company's quarterly report, on Form 10-Q, for the quarter
ending December 31, 1997.
(17) Incorporated by reference to Exhibit 10.37, 10.38 and 10.39 to the Company's Form 10-K filed with the
Securities and Exchange Commission on June 30, 1998.
(18) Incorporated by reference to Exhibit 10.1 to the Company's quarterly report, on Form 10-Q, for the quarter
ending June 30, 1998.
(19) Incorporated by reference to Exhibit 10.41 to the Company's Form 10-K filed with the Securities and
Exchange Commission on June 30, 1999.
(20) Incorporated by reference to Exhibit 10.1, 10.2 and 10.3 to the Company's quarterly report, on Form 10-Q,
for the quarter ending December 31, 1999.
</TABLE>
E-3
