GART SPORTS CO
10-Q, 2000-06-12
MISCELLANEOUS SHOPPING GOODS STORES
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of The Securities Exchange Act of 1934

                 For the Quarterly Period Ended: April 29, 2000

                       Commission File Number: 000-23515
                                               ---------

                              GART SPORTS COMPANY
                              -------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                84-1242802
            --------                                ----------
  (State or other jurisdiction of           (I.R.S. Employer Identification
   incorporation or organization)                        No.)

                  1001 Lincoln Avenue, Denver, Colorado 80203
                  -------------------------------------------
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (303) 861-1122

     Indicate by check mark whether the registrant 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 shorter period that the registrant was
required to file such reports).

                                Yes [X] No [_]

     Indicate by check mark whether the registrant has been subject to such
filing requirements for the past 90 days.

                                Yes [X] No [_]

     As of June 2, 2000, there were outstanding 7,353,436 shares of the
registrant's common stock, $.01 par value, and the aggregate market value of the
shares (based upon the closing price on that date of the shares on the NASDAQ
National Market) held by non-affiliates was approximately $ 9,788,000.



<PAGE>

                              GART SPORTS COMPANY

                     QUARTERLY PERIOD ENDED APRIL 29, 2000

                                     INDEX

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

         Item 1.         Financial Statements

<S>                      <C>                                               <C>
                         Consolidated Balance Sheets..................       1

                         Consolidated Statements of Operations........       2

                         Consolidated Statements of Stockholders'            3
                         Equity.......................................

                         Consolidated Statements of Cash Flows........       4

                         Notes to Consolidated Financial Statements...       5

         Item 2.         Management's Discussion and Analysis of
                         Financial Condition and Results of
                         Operations...................................       7

PART II-OTHER INFORMATION

         Item 6.         Exhibits and Reports on Form 8-K.............      10


SIGNATURES............................................................      11
</TABLE>
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                              GART SPORTS COMPANY
                               AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
          (Dollars In Thousands, Except Share and Per Share Amounts)

<TABLE>
<CAPTION>
                                                                                               April 29,     January 29,
                                                                                                 2000           2000
                                                                                           ---------------  --------------
                                                                                              (Unaudited)
<S>                                                                                        <C>              <C>
                                                          ASSETS
Current assets:
  Cash and cash equivalents                                                                   $      8,319    $      7,843
  Accounts receivable, net of allowance for doubtful accounts of $265 and $266,
    respectively                                                                                     7,244           6,871
  Note Receivable                                                                                      170             165
  Inventories                                                                                      257,463         240,891
  Prepaid expenses and other assets                                                                  6,830           6,722
  Deferred income taxes                                                                              1,533           1,533
                                                                                           ---------------  --------------
        Total current assets                                                                       281,559         264,025
                                                                                           ---------------  --------------
Property and equipment, net                                                                         59,923          60,441
Favorable leases acquired, net                                                                      12,017          12,536
Asset held for sale                                                                                  1,688           1,729
Other assets, net of accumulated amortization of $871 and $810, respectively                         5,460           5,517
                                                                                           ---------------  --------------
        Total assets                                                                          $    360,647    $    344,248
                                                                                           ===============  ==============
                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                            $    117,694    $    127,410
  Current portion of capital lease obligations                                                         428             417
  Accrued expenses and other current liabilities                                                    29,971          31,345
                                                                                           ---------------  --------------
        Total current liabilities                                                                  148,093         159,172
Long-term debt                                                                                     132,800         105,900
Capital lease obligations, less current portion                                                      2,165           2,276
Deferred rent                                                                                        5,654           5,292
Deferred income taxes                                                                                5,714           5,714
                                                                                           ---------------  --------------
        Total liabilities                                                                          294,426         278,354
                                                                                           ---------------  --------------
Commitments and contingencies
Stockholders' equity:
  Preferred stock, $.01 par value. 3,000,000 shares authorized; none issued                             --              --
  Common stock, $.01 par value. 22,000,000 shares authorized;
    7,704,817 and 7,694,617 shares issued and 7,480,978 and 7,507,078
    shares outstanding at April 29, 2000 and January 29, 2000, respectively                             77              77
  Additional paid-in capital                                                                        55,943          55,990
  Unamortized restricted stock compensation                                                         (1,583)         (1,770)
  Accumulated other comprehensive loss                                                                (554)           (574)
  Retained earnings                                                                                 13,803          13,393
                                                                                           ---------------  --------------
                                                                                                    67,686          67,116
    Treasury stock, 223,839 and 187,539 common shares, respectively, at cost                        (1,465)         (1,222)
                                                                                           ---------------  --------------
        Total stockholders' equity                                                                  66,221          65,894
                                                                                           ---------------  --------------
        Total liabilities and stockholders' equity                                            $    360,647    $    344,248
                                                                                           ===============  ==============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

                              GART SPORTS COMPANY
                               AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
     (Unaudited, Dollars In Thousands, Except Share and Per Share Amounts)


<TABLE>
<CAPTION>
                                                                        Thirteen weeks ended
                                                           --------------------------------------------
                                                                 April 29,                  May 1,
                                                                   2000                      1999
                                                           -------------------      -------------------
<S>                                                        <C>                      <C>
Net sales                                                  $           165,749      $           151,933
Cost of goods sold, buying, distribution and
   occupancy                                                           126,439                  116,129
                                                           -------------------      -------------------
          Gross profit                                                  39,310                   35,804
Operating expenses                                                      36,159                   33,935
                                                           -------------------      -------------------
          Operating income                                               3,151                    1,869
Non operating income (expense):
   Interest expense, net                                                (2,590)                  (2,412)
   Other income                                                            111                      363
                                                           -------------------      -------------------
    Income (loss) before income taxes                                      672                     (180)
Income tax benefit (expense)                                              (262)                      70
                                                           -------------------      -------------------
    Net income (loss)                                      $               410      $              (110)
                                                           ===================      ===================
Earnings (loss) per share:
    Basic                                                  $              0.05      $             (0.01)
                                                           ===================      ===================
    Diluted                                                $              0.05      $             (0.01)
                                                           ===================      ===================
Weighted average shares of common
   stock outstanding:
    Basic                                                            7,477,130                7,652,764
                                                           ===================      ===================
    Diluted                                                          7,547,103                7,652,764
                                                           ===================      ===================
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

                              GART SPORTS COMPANY
                               AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                       (Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                   Accumulated
                                    Additional     Unamortized       other                                                Total
                            Common   paid-in    restricted stock  comprehensive   Retained  Comprehensive  Treasury   Stockholders'
                            stock    capital       compensation      loss         earnings     income        stock        equity
                           ------  -----------  ---------------   -------------   --------  -------------  ---------  -------------
<S>                         <C>     <C>         <C>               <C>             <C>       <C>            <C>        <C>
BALANCES AT JANUARY 29,
 2000                      $   77  $    55,990  $        (1,770)  $        (574)  $ 13,393                 $  (1,222) $      65,894
                           ------  -----------  ---------------   -------------   --------                 ---------  -------------
Net income                     --           --               --              --        410  $         410         --            410
Unrealized gain on equity
 securities                    --           --               --              20         --             20         --             20
                                                                                            -------------
Comprehensive income                                                                        $         430
                                                                                            =============
Purchase of treasury stock     --           --               --              --         --                      (243)          (243)
Exercise of stock options      --           52               --              --         --                        --             52
Cancellation of restricted
 stock                         --          (99)              99              --         --                        --             --
Amortization of restricted
 stock                         --           --               88              --         --                        --             88
                           ------  -----------  ---------------   -------------   --------                 ---------  -------------
BALANCES AT APRIL 29, 2000 $   77  $    55,943  $        (1,583)  $        (554)  $ 13,803                 $  (1,465) $      66,221
                           ======  ===========  ===============   =============   ========                 =========  =============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                              GART SPORTS COMPANY
                               AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (Unaudited, Dollars In Thousands)

<TABLE>
<CAPTION>
                                                                                          Thirteen weeks ended
                                                                            -------------------------------------------------
                                                                                 April 29,                    May 1,
                                                                                   2000                        1999
                                                                            ---------------------      ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                         <C>                        <C>
 Net income (loss)                                                          $                 410      $                 (110)
 Adjustments to reconcile net income (loss)
  to net cash used in operating activities:
    Depreciation and amortization                                                           3,826                       3,298
    Gain on sale of assets                                                                     --                        (185)
    Increase in deferred rent                                                                 362                         363
    Changes in operating assets and liabilities:
     Accounts receivable, net                                                                (373)                        453
     Inventories                                                                          (16,572)                    (31,223)
     Prepaid expenses and other assets                                                        (88)                       (215)
     Other assets                                                                             (72)                        (20)
     Accounts payable                                                                      (9,716)                     (7,664)
     Accrued expenses and other current
      liabilities                                                                          (1,374)                     (4,563)
                                                                            ---------------------      ----------------------
        Net cash used in operating activities                                             (23,597)                    (39,866)
                                                                            ---------------------      ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Sale of marketable securities                                                                 --                       2,979
 Purchases of property and equipment                                                       (2,574)                     (3,239)
                                                                            ---------------------      ----------------------
        Net cash used in investing activities                                              (2,574)                       (260)
                                                                            ---------------------      ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from long-term debt                                                              69,903                      79,154
 Principal payments on long-term debt                                                     (43,003)                    (41,950)
 Principal payments on capital lease
   obligations                                                                               (100)                        (78)
 Purchase of treasury stock                                                                  (243)                         --
 Payment of notes receivable                                                                   38                          43
 Proceeds from the sale of common stock
   under option plans                                                                          52                          --
                                                                            ---------------------      ----------------------
         Net cash provided by financing activities                                         26,647                      37,169
                                                                            ---------------------      ----------------------
         Increase (decrease) in cash and cash equivalents                                     476                      (2,957)
Cash and cash equivalents at beginning of period                                            7,843                      10,779
                                                                            ---------------------      ----------------------
Cash and cash equivalents at end of period                                  $               8,319      $                7,822
                                                                            =====================      ======================
Supplemental disclosures of cash flow information:
 Cash paid during the period for interest, net                              $               2,603      $                2,904
                                                                            =====================      ======================
 Cash received during the period for income taxes                           $                (400)                         --
                                                                            =====================      ======================
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

   The accompanying unaudited consolidated financial statements do not include
   all information and footnotes necessary for the annual presentation of
   financial position, results of operations and cash flows in conformity with
   generally accepted accounting principles, and should be read in conjunction
   with the Annual Report of the Company on Form 10-K for its year ended January
   29, 2000. In the opinion of management, all adjustments (consisting of normal
   recurring adjustments) necessary for a fair presentation of the statement of
   financial position and the results of operations for the interim periods have
   been included. The results for the thirteen week period April 29, 2000 are
   not necessarily indicative of the results to be expected for the full year.

   Reclassifications

   Certain prior period amounts have been reclassified to conform to the current
   period presentation.

2. EARNINGS (LOSS) PER SHARE

   The following table sets forth the computations of basic and diluted earnings
   (loss) per share:


<TABLE>
<CAPTION>
                                                                                  Thirteen weeks ended
                                                                       ------------------------------------------
                                                                            April 29,                   May 1,
                                                                              2000                      1999
                                                                       ----------------           ---------------
               <S>                                                     <C>                        <C>
               Net income (loss)                                           $   410,000                 $ (110,000)

               Weighted average shares of common stock
                  outstanding - basic                                        7,477,130                  7,652,764
                                                                       ----------------           ---------------

               Basic earnings (loss) per share                             $      0.05                 $    (0.01)
                                                                       ===============            ===============

               Number of shares used for diluted earnings
                  per share:
                  Weighted average shares of common stock
                       outstanding - basic                                   7,477,130                  7,652,764
                  Dilutive securities - stock options and restricted            69,973                         --
                   stock                                               ---------------           ----------------


               Weighted average shares of common stock
                  outstanding - diluted                                      7,547,103                  7,652,764
                                                                       ---------------           ----------------

               Diluted earnings (loss) per share                           $      0.05                 $    (0.01)
                                                                      ================           ================
</TABLE>

3. CONTINGENCIES

   Tax Contingency

   Under the terms of the Company's tax sharing agreement with its former
   parent, the Company is responsible for its share, on a separate return basis,
   of any tax payments associated with proposed deficiencies or adjustments, and
   related interest and penalties charged to the controlled group which may
   arise as a result of an assessment by the IRS.

   On July 24, 1997, the IRS proposed adjustments to the Company's and former
   parent's 1992 and 1993 federal income tax returns in conjunction with the
   former parent's IRS examination. The proposed adjustments related to the
   manner in which LIFO inventories were characterized on such returns. The
   Company recorded approximately $9,700,000 as a long-term net deferred tax
   liability for the tax effect of the LIFO inventory basis difference. The IRS
   has asserted that this basis difference should have been reflected in taxable
   income in 1992 and 1993. The Company has taken the position that the
   inventory acquired in connection with the acquisition of its former parent
   was appropriately allocated to its inventory pools. The IRS has asserted the
   inventory was acquired at a bargain purchase price and should be allocated to
   a separate pool and liquidated as inventory turns.

                                       5
<PAGE>

   Based on management's discussions with the Company's former parent, the
   Company believes the potential accelerated tax liability, which could have a
   negative effect on liquidity in the near term, ranges from approximately
   $2,500,000 to $9,700,000. The range of loss from possible assessed interest
   charges resulting from the proposed adjustments range from approximately
   $580,000 to $3,300,000. The Company has accrued $1,100,000 in the
   consolidated financial statements. No penalties are expected to be assessed
   relating to this matter. At April 29, 2000, the LIFO inventory and other
   associated temporary differences continue to be classified as long-term net
   deferred tax liabilities since final settlement terms have not been
   negotiated.

   The Company has reviewed the various matters that are under consideration and
   believes that it has adequately provided for any liability that may result
   from this matter. In the opinion of management, any additional liability
   beyond the amounts recorded that may arise as a result of the IRS examination
   will not have a material adverse effect on the Company's consolidated
   financial condition, results of operations, or liquidity.

   In addition, the Company is currently under examination for the fiscal tax
   year ended September 1997. No adjustments have been proposed at this time.

   Legal Proceedings

   The Company is a party to various legal proceedings and claims arising in the
   ordinary course of business. Management believes that the ultimate
   disposition of these matters will not have a material adverse effect on the
   Company's consolidated financial condition, results of operations or
   liquidity.

                                       6
<PAGE>

ITEM 2.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements and notes thereto included elsewhere
within this report and the Annual Report of the Company on Form 10-K for its
year ended January 29, 2000.

     The Company is a leading retailer of sporting goods in the midwest and
western United States. Given the economic characteristics of the store formats,
the similar nature of the products sold, the type of customer and method of
distribution, the operations of the Company are aggregated in one reportable
segment.

     The Company uses a 52-53 week fiscal reporting year ending on the Saturday
closest to the end of January.

RESULTS OF OPERATIONS

The following table sets forth the Company's consolidated statement of
operations data as a percentage of net sales and the number of stores open at
the end of each period for the periods indicated (dollars rounded to millions):


<TABLE>
<CAPTION>
                                                                                     Thirteen weeks ended
                                                     --------------------------------------------------------------------------
                                                      April 29, 2000                            May 1, 1999
                                                          Dollars                 %               Dollars               %
                                                     ----------------        ----------      -----------------      ------------
              <S>                                     <C>                    <C>             <C>                    <C>

              Net sales                               $         165.7             100.0%                 151.9          100.0%
              Cost of goods sold, buying,
               distribution and occupancy                      (126.4)            (76.3)                (116.1)         (76.4)
                                                     ----------------          --------      -----------------        -------
                    Gross profit                                 39.3              23.7                   35.8           23.6
              Operating expenses                                (36.1)            (21.8)                 (34.0)         (22.4)
                                                     ----------------          --------      -----------------        -------
                    Operating income (loss)                       3.2               1.9                    1.8            1.2
              Interest expense, net                              (2.6)             (1.6)                  (2.4)          (1.6)
              Other income                                        0.1               0.1                    0.4            0.2
                                                     ----------------          --------      -----------------        -------
                   Income (loss) before
                     income taxes                                 0.7               0.4                   (0.2)          (0.2)
              Income tax benefit (expense)                       (0.3)             (0.2)                   0.1            0.1
                                                     ----------------          --------      -----------------        -------
                   Net income (loss)                 $            0.4               0.2%               $  (0.1)          (0.1)%
                                                     ================          ========       ================        =======
              Number of stores at end of period                   126                                      124
                                                     ================                         ================
</TABLE>


THIRTEEN WEEKS ENDED APRIL 29, 2000 COMPARED TO THIRTEEN WEEKS ENDED MAY 1, 1999

     Net Sales. Net sales for the thirteen weeks ended April 29, 2000 increased
$13.8 million or 9.1%, to $165.7 million compared to $151.9 million in the year
ago quarter. Comparable store sales increased 4.3% for the quarter, primarily
due to improved sales in the hardgood and outdoor categories, including winter
sports products, as well as our apparel categories. Hardgood and outdoor
categories improved as a result of improved selection and inventory levels
throughout all stores coupled with focused marketing efforts on these products.
Apparel sales were positively impacted by our store remodeling program and the
introduction of new apparel fixtures and signage.

     Gross Profit. Gross profit for the thirteen weeks ended April 29, 2000 was
$39.3 million, or 23.7% of net sales, as compared to $35.8 million, or 23.6% of
net sales, for the thirteen weeks ended May 1, 1999. The increase is due
primarily to improved buying disciplines and continued progress in enhancing the
replenishment and allocation of merchandise to the stores.

     Operating Expenses. Operating expenses for the thirteen weeks ended April
29, 2000 were $36.1 million, or 21.8% of net sales, compared to $34.0 million,
or 22.4% of net sales, for the period ended May 1, 1999. Operating expenses
decreased as a percent of sales primarily due to reduced store payroll costs as
a result of improved management of staffing levels at the stores along with
improved sales performance driven by increased staff training programs. The
increase in operating expense dollars is primarily attributable to the increase
in the number of stores over the prior year, particularly the increase in the
number of superstores.

                                       7
<PAGE>

     Operating Income. As a result of the factors described above, the Company's
operating income increased 69.0% to $3.2 million or 1.9% of net sales for the
thirteen weeks ended April 29, 2000 compared to $1.8 million or 1.2% of net
sales for the thirteen weeks ended May 1, 1999.

     Interest Expense, Net. Interest expense, net for the thirteen weeks ended
April 29, 2000 increased to $2.6 million, or 1.6% of net sales, from $2.4
million, or 1.6% of net sales, in the thirteen weeks ended May 1, 1999. The
increase is primarily due to an increase in the effective borrowing rate as a
result of rising interest rates over the past year, partially offset by a
decrease in average interest bearing debt for the period.

     Other Income. Other income was $0.1 million for the thirteen weeks ended
April 29, 2000 compared to $0.4 million for the thirteen weeks ended May 1,
1999. The decrease is primarily attributable to a gain realized in the prior
year as a result of the sale of marketable securities.

     Income Taxes. The Company's income tax expense for the thirteen weeks ended
April 29, 2000 was $0.3 million compared to an income tax benefit of $0.1
million for the thirteen weeks ended May 1, 1999. The Company's estimated
effective tax rate remained the same at 39.0% for both periods.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary capital requirements are for inventory, capital
improvements, and pre-opening expenses to support the Company's expansion plans,
as well as for various investments in store remodeling, store fixtures and
ongoing infrastructure improvements.

<TABLE>
<CAPTION>
                                      Cash Flow Analysis
                                                                   Thirteen weeks ended
                                                           -------------------------------------
                                                               April 29,                May 1,
                                                                 2000                    1999
                                                           --------------           ------------
               <S>                                         <C>                     <C>
               Cash used in operating activities                 $(23,597)              $(39,866)
               Cash used in investing activities                   (2,574)                  (260)
               Cash provided by financing activities               26,647                 37,169


               Capital expenditures                              $  2,574               $  3,239
               Long-term debt (at end of period)                  132,800                137,204
               Working capital (at end of period)                 133,466                133,346
               Current ratio (at end of period)                      1.90                   1.92
               Debt to equity ratio (at end of period)               2.01                   2.11
</TABLE>



     Cash used in operating activities in the first quarter of fiscal 2000 was
primarily the result of inventory purchases and payments of accounts payable and
accrued expenses.  These cash uses were partially offset by cash generated by
net income adjusted for non-cash charges in the first quarter of fiscal 2000.

     Cash used in investing activities in the first quarter of fiscal 2000 was
for capital expenditures. These expenditures were primarily for store
remodeling, store fixtures, and the purchase or enhancement of certain
information systems.

     Cash provided by financing activities in the first quarter of fiscal 2000
primarily represents net proceeds from borrowings on the Company's revolving
line of credit, only slightly offset by purchases of treasury stock and payments
of capital lease obligations.

     The Company's liquidity and capital needs have been met by cash from
operations and borrowings under a revolving line of credit with CIT/Business
Credit, Inc. ("CIT" The long-term debt currently consists of the Credit
Agreement, which allows the Company to borrow up to 70% of its eligible
inventories (as defined in the Credit Agreement) during the year and up to 75%
of its eligible inventories for any consecutive 90 day period in a fiscal year.
Borrowings are limited to the lesser of $175 million or the amount

                                       8
<PAGE>

calculated in accordance with the borrowing base, and are secured by
substantially all inventories, trade receivables and intangible assets. The
lenders may not demand repayment of principal absent an occurrence of default
under the Credit Agreement prior to January 9, 2003. The Credit Agreement
contains certain covenants, including financial covenants that require the
Company to maintain a specified minimum level of net worth at all times and
restrict the Company's ability to pay dividends. Loan interest is payable
monthly at Chase Manhattan Bank's prime rate plus a margin rate that cannot
exceed 0.25% or, at the option of the Company, at Chase Manhattan Bank's LIBOR
rate plus a margin that cannot exceed 1.75%. The margin rate on prime and LIBOR
borrowings was reduced during the first quarter of fiscal 2000, as certain
earnings levels were achieved, to 0.0% and 1.50%, respectively. There was $132.8
million outstanding under the Credit Agreement at April 29, 2000, and $39.1
million was available for borrowing. The increase in long-term debt since fiscal
year end 1999 is primarily attributable to seasonal purchases of inventory,
capital expenditures, and payments of accounts payable.

     The Internal Revenue Service has proposed adjustments to the 1992 and 1993
consolidated federal income tax returns of the Company and its former parent,
now Thrifty PayLess Holdings, Inc., a subsidiary of RiteAid Corporation, due to
the manner in which LIFO inventories were characterized on such returns. Based
on management's discussion with the Company's former parent, the Company
believes the potential accelerated tax liability, which could have a negative
effect on liquidity in the near term, ranges from approximately $2,500,000 to
$9,700,000.  See note 3 to the Consolidated Financial Statements.

     Capital expenditures are projected to be approximately $12.0 million in
fiscal 2000. These capital expenditures will be for store remodeling, store
fixtures, information systems, distribution center facilities, and ski rental
equipment. The Company leases all of its store locations and intends to continue
to finance its new stores with long-term operating leases. Based upon historical
data, newly constructed superstores require a cash investment of approximately
$1.8 million for a 40,000 square foot store and $1.5 million for a 33,000 square
foot store. Superstores constructed in existing retail space historically have
required capital investments of approximately $700,000 in leasehold improvements
per location. The level of capital improvements will be affected by the mix of
new construction versus renovation of existing retail space.

     The Company believes that cash generated from operations, combined with
funds available under the Credit Agreement, will be sufficient to fund projected
capital expenditures and other working capital requirements through fiscal 2000.
The Company intends to utilize the Credit Agreement to meet seasonal
fluctuations in cash flow requirements.

SEASONALITY AND INFLATION

     The fourth quarter has historically been the strongest quarter for the
Company. The Company believes that two primary factors contribute to this
seasonality. First, sales of cold weather sporting goods, including sales of ski
and snowboard merchandise during the quarter, which corresponds with much of the
ski and snowboard season. Second, holiday sales contribute significantly to the
Company's operating results. As a result of these factors, inventory levels,
which gradually increase beginning in April, generally reach their peak in
November and then decline to their lowest level following the December holiday
season. Any decrease in sales for the fourth quarter, whether due to a slow
holiday selling season, poor snowfall in ski areas near the Company's markets or
otherwise, could have a material adverse effect on the Company's business,
financial condition and operating results for the entire fiscal year.

     Although the operations of the Company are influenced by general economic
conditions, the Company does not believe that inflation has a material impact on
the Company's results of operations.  The Company believes that it is generally
able to pass along any inflationary increases in costs to its customer.

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     The information discussed herein includes "forward-looking statements"
within the meaning of the federal securities laws. Although the Company believes
that the expectations reflected in such forward looking statements are
reasonable, the Company's actual results could differ materially as a result of
certain factors, including, but not limited to: the Company's ability to manage
its expansion efforts in existing and new markets, availability of suitable new
store locations at acceptable terms, general economic conditions, and retail and
sporting goods business conditions, specifically, availability of merchandise to
meet fluctuating consumer demands, fluctuating sales margins, increasing
competition in sporting goods and apparel retailing, as well as other factors
described from time to time in the Company's periodic reports, including the
Annual Report of the Company on Form 10-K for its year ended January 29, 2000,
filed with the Securities and Exchange Commission.

                                       9
<PAGE>

                          PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     A.  EXHIBITS.

         Exhibit 27.1 - Financial Data Schedule

     B.  REPORTS ON FORM 8-K

         The Company filed a Current Report on Form 8-K with the Commission
         dated May 16, 2000 to report, under Item 4, that the registrant engaged
         Deloitte & Touche LLP as its independent auditor for the fiscal year
         ended February 3, 2001 and concurrently dismissed its former
         independent auditor, KPMG LLP.

                                       10
<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on June 9, 2000 on its
  behalf by the undersigned thereunto duly authorized.

                                 GART SPORTS COMPANY

                                 By:  /s/ JOHN DOUGLAS MORTON
                                      ------------------------------------------
                                      John Douglas Morton,
                                      Chairman of the Board of Directors,
                                      President and Chief Executive Officer

                                 By:  /s/ THOMAS T. HENDRICKSON
                                      ------------------------------------------
                                      Thomas T. Hendrickson,
                                      Executive Vice President, Chief Financial
                                      Officer and Treasurer

                                       11


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