UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended APRIL 27, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ____________________
Commission File No. 1-13426
THE SPORTS AUTHORITY, INC.
--------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-3511120
--------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3383 N. STATE ROAD 7, FT. LAUDERDALE, FLORIDA 33319
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(954) 735-1701
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Number of shares of Common Stock outstanding at May 29, 1997: 31,491,828
1
<PAGE>
THE SPORTS AUTHORITY, INC.
INDEX TO FORM 10-Q
PAGE NUMBER
-----------
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
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 12
SIGNATURES 13
2
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
THE SPORTS AUTHORITY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
13 WEEKS ENDED
----------------------------------
APRIL 27, APRIL 28,
1997 1996
-------------- ---------------
(Unaudited)
<S> <C> <C>
Sales $ 319,802 $ 270,558
Licensee fees and rental income 665 578
----------- -----------
320,467 271,136
----------- -----------
Cost of merchandise sold, includes
buying and occupancy costs 231,349 197,094
Selling, general and administrative expenses 82,827 69,211
Pre-opening expense 886 632
Goodwill amortization 491 491
----------- -----------
Operating income 4,914 3,708
Interest:
Interest expense 2,178 686
Interest income (1,006) (150)
----------- -----------
Interest, net 1,172 536
----------- -----------
Income before income taxes 3,742 3,172
Income tax expense 1,508 1,300
Minority interest (370) (181)
----------- -----------
Net income $ 2,604 $ 2,053
=========== ===========
Earnings per common share and common share equivalents $ .08 $ .07(1)
=========== ===========
Weighted average common shares and common share equivalents 31,813 31,505
=========== ===========
</TABLE>
(1) Amount adjusted to reflect a three-for-two common stock split distributed
on July 16, 1996 to shareholders of record as of July 1, 1996.
See accompanying Notes to Consolidated Financial Statements
3
<PAGE>
<TABLE>
<CAPTION>
THE SPORTS AUTHORITY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
APRIL 27, JANUARY 26,
1997 1997
-------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 68,898 $ 109,645
Merchandise inventories 335,198 279,577
Accounts receivable and other current assets 33,669 34,809
Property held for resale - 21,080
----------- -----------
Total current assets 437,765 445,111
Net property owned 242,640 211,651
Other assets and deferred charges 44,437 44,762
Goodwill - net of accumulated amortization of
$14,150 and $13,659 respectively 52,255 52,746
----------- -----------
Total Assets $ 777,097 $ 754,270
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
Accounts payable - trade $ 194,324 $ 157,156
Accrued payroll and other liabilities 67,610 89,804
Short-term debt 11,064 5,043
Taxes other than income taxes 11,431 7,407
Income taxes 3,594 9,704
----------- -----------
Total current liabilities 288,023 269,114
Long-term debt 152,514 152,021
Other long-term liabilities 23,897 22,715
----------- -----------
Total liabilities 464,434 443,850
Minority interest (267) 103
Stockholders' equity:
Common stock, $.01 par value, 100,000 shares
authorized, 31,527 issued 315 315
Additional paid-in-capital 245,976 245,621
Deferred compensation and receivables from officers (2,013) (2,177)
Retained earnings 69,637 67,033
Treasury stock, 39 shares (381) (381)
Cumulative translation adjustment (604) (94)
----------- -----------
Total stockholders' equity 312,930 310,317
----------- -----------
Total Liabilities and Stockholders' Equity $ 777,097 $ 754,270
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
4
<PAGE>
<TABLE>
<CAPTION>
THE SPORTS AUTHORITY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
13 WEEKS ENDED
--------------------------------
APRIL 27, APRIL 28,
1997 1996
-------------- -------------
(Unaudited)
<S> <C> <C>
CASH PROVIDED BY (USED FOR):
OPERATIONS
Net income $ 2,604 $ 2,053
Adjustment to reconcile net income to operating cash flows:
Depreciation and amortization 8,732 6,498
Cumulative translation adjustment (510) 120
Minority interest in net loss of Joint Venture (370) (181)
Loss on sale or disposal of property and equipment 28 13
Increase in other assets (287) (344)
Increase in other long-term liabilities 1,182 1,136
Cash provided by (used for) current assets and liabilities:
Increase in inventories (55,621) (40,900)
(Increase) decrease in property held for resale 20 (20)
Increase in accounts payable 37,168 21,149
Other - net (23,131) (16,952)
----------- -----------
Net cash used for operations (30,185) (27,428)
----------- -----------
INVESTING
Capital expenditures - owned property (17,386) (4,153)
Proceeds from sale of property and equipment 5 -
Other - net 20 (994)
----------- -----------
Net cash used for investing (17,361) (5,147)
----------- -----------
FINANCING
Short-term borrowings 6,021 35,105
Long-term borrowings 493 -
Proceeds from sale of stock 327 1,351
Purchase of treasury stock - -
Minority interest in equity in Join Venture - 692
Debt issuance costs (42) -
Reduction in capital lease obligations - -
----------- -----------
Net cash provided by financing 6,799 37,148
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (40,747) 4,573
Cash and cash equivalents at beginning of year 109,645 11,785
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 68,898 $ 16,358
=========== ===========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES
The Company transferred property held for resale of $21,060 to net property
owned in April 1997.
</TABLE>
See accompanying Notes to Consolidated Financial Statements
5
<PAGE>
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 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.
Certain amounts in the prior year's financial statements have been
reclassified to conform to the current year's presentation.
In the opinion of The Sports Authority, Inc. management, all adjustments
necessary for a fair presentation of the results for the interim periods have
been included. All adjustments were of a normal and recurring nature.
NOTE 2: ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 (FAS 128) - Earnings per
Share (EPS). The statement is effective for financial statements issued for
periods ending after December 15, 1997. FAS 128 supersedes Accounting Principles
Board Opinion No. 15 and replaces primary and fully diluted EPS with basic and
diluted EPS. Basic EPS is computed by dividing net income by the weighted
average common shares outstanding. Diluted EPS includes all dilutive potential
common shares.
The Company does not expect the new standard to have a material impact on
its financial position and results of operations for fiscal 1997.
The following illustrate the Company's Earnings per share had FAS 128 been
used in the 13 weeks ended April 27, 1997:
13 WEEKS ENDED
--------------------------------
APRIL 27, APRIL 28,
1997 1996
-------------- -------------
Earnings per share - Basic $ .08 $ .07
- Diluted .08 .07
<PAGE>
6
Item 2.
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth the Company's income statement data as a percent
of sales for the periods indicated.
13 WEEKS ENDED
------------------------------
APRIL 27, APRIL 28,
1997 1996
------------ -----------
Sales 100.0% 100.0%
Licensee fees and rental income 0.2 0.2
--------- ---------
100.2 100.2
Cost of merchandise sold, includes
buying and occupancy costs 72.3 72.8
--------- ---------
Gross margin 27.9 27.4
Selling, general and administrative expenses 25.9 25.6
Pre-opening expense 0.3 0.2
Goodwill amortization 0.2 0.2
--------- ---------
Operating income 1.5 1.4
Interest expense 0.3 0.2
--------- ---------
Income before income taxes 1.2 1.2
Income tax expense 0.5 0.5
Minority interest (0.1) (0.1)
--------- ---------
Net income 0.8% 0.8%
========= =========
The following table sets forth the Company's store openings for the periods
indicated. No stores were closed during these periods.
13 WEEKS ENDED
-------------------------------
APRIL 27, APRIL 28,
1997 1996
-------------- ------------
Beginning number of stores 168 136
Openings 3 2
--------- ---------
Ending number of stores 171 138
========= =========
7
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THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
13 WEEKS ENDED APRIL 27, 1997 AND APRIL 28, 1996
Sales for the 13 weeks ended April 27, 1997 were $319.8 million, a $49.2
million, or 18.2%, increase over sales of $270.6 million for the same period in
the prior year. Of the 18.2% increase in sales, 18.4%, or $49.7 million, was
attributable to the inclusion of a full 13 weeks sales for the stores opened in
1996 which had no comparable store sales in the prior year and 0.6%, or $1.5
million, was attributable to the 3 new stores opened in the first quarter of
1997. These increases were partially offset by a 0.8%, or $2.0 million, decrease
in comparable store sales growth. The comparable store sales decrease in the
first quarter of 1997 was primarily the result of sluggish sales in hardlines,
specifically the outdoor categories of fishing and marine. Also, the prior
year's demand for fitness equipment made comparisons in that category difficult,
especially given this year's limited production of high demand products.
Excluding all or a portion of the first quarter of 1997 sales from 15 stores
considered to be cannibalized by new store openings, comparable store sales
increased 1.2% in the first quarter of 1997, as compared to 1.3% in the same
period of last year after excluding all or a portion of the first quarter of
1996 sales from 4 stores considered to be cannibalized. The Company considers an
existing store to be cannibalized for a period of one year from the date on
which a new store overlaps its primary trade area. In calculating comparable
store sales excluding cannibalized stores, sales from a cannibalized store are
excluded from the calculation of total comparable sales for such months.
Cost of merchandise sold, including buying and occupancy costs, for the 13
weeks ended April 27, 1997 was $231.3 million, or 72.3% of sales, as compared to
$197.1 million, or 72.8% of sales, for the same period in the prior year. As a
percent of sales, gross margin was 27.9% for 1997 and 27.4% for 1996. The major
components of cost of goods sold are merchandise costs and, to a lesser extent,
occupancy costs. For the 1997 period, merchandise costs decreased primarily due
to an increase in the purchase markon as the Company is selling a larger
proportion of higher margin products such as footwear and apparel. Occupancy
costs increased as a percent of sales due to lower initial sales volumes for
non-comparable stores opened in 1996 as well as higher minimum rentals for those
stores due to openings in Japan and the New York metropolitan area.
Selling, general and administrative (SG&A) expenses for the 13 weeks ended
April 27, 1997 were $82.8 million, or 25.9% of sales, as compared to $69.2
million, or 25.6% of sales, for the same period in the prior year. The 0.3% of
sales increase in SG&A expenses was attributable to expenses related to the
Company's logistics project and an increase in depreciation expense as a result
of purchasing more stores and purchasing computer hardware and software for the
corporate office. This was partially offset by a decrease in advertising expense
as a percent of sales due to leveraging of advertising expenses as the Company
continues to backfill in existing multiple store markets.
8
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
Pre-opening expense for the 13 weeks ended April 27, 1997 was $0.9
million, or 0.3% of sales, as compared to $0.6 million, or 0.2% of sales, for
the same period in the prior year. Pre-opening expense increased $0.3 million
due to the opening of 3 stores in the 1997 period versus 2 stores in the 1996
period. Pre-opening expenses consist principally of store payroll expense for
associate training and store preparation prior to a store opening, as well as
grand-opening advertising expenditures.
Operating income for the 13 weeks ended April 27, 1997 was $4.9 million,
or 1.5% of sales, as compared to operating income of $3.7 million, or 1.4% of
sales, for the same period in the prior year. Operating income before
pre-opening expense and goodwill amortization was $6.3 million, or 2.0% of
sales, for the 13 weeks ended April 27, 1997, as compared to $4.8 million, or
1.8% of sales, for the same period in the prior year.
Interest, net for the 13 weeks ended April 27, 1997 was $1.2 million, or
0.3% of sales, as compared to $0.5 million, or 0.2% of sales, for the same
period in the prior year. The increase of $0.7 million was primarily
attributable to interest incurred under the Company's long-term convertible debt
issuance in September 1996. The interest expense is partially offset by interest
income from short-term investments, a note receivable from a developer and a
participation in a privately placed mortgage note secured by a store lease.
Income tax expense for the 13 weeks ended April 27, 1997 was $1.5 million
with an effective tax rate of 40.3%, as compared to income tax expense of $1.3
million with an effective tax rate of 41.0% for the same period of 1996. The
decrease in the effective tax rate was primarily due to a decrease in state
taxes and the declining effect of non-deductible goodwill expense due to the
growth of the Company's pre-tax income from the first quarter of 1996 to the
first quarter of 1997. This was partially offset by the tax rate differential
related to the Company's Canadian subsidiary.
As a result of the foregoing factors, net income for the 13 weeks ended
April 27, 1997 was $2.6 million, or 0.8% of sales, as compared to net income of
$2.1 million, or 0.8% of sales, for the same period in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital requirements are to fund working capital
needs and to open new stores in connection with its expansion strategy. For the
13 weeks ended April 27, 1997 these capital requirements have generally been
satisfied by cash and cash equivalents at the beginning of the year, by
short-term borrowings and by cash flows from operations.
9
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
Cash flows generated by operating, investing and financing activities as
reported in the Consolidated Statements of Cash Flows for the 13 weeks ended
April 27, 1997 are summarized below. The net decrease in cash and cash
equivalents for the 13 weeks ended April 27, 1997 was $40.7 million as compared
to an increase of $4.6 million for the same period in the prior year.
Net cash used for operations was $30.2 million for the 13 weeks ended
April 27, 1997 as compared to net cash used for operations of $27.4 million for
the same period in the prior year. Inventory net of accounts payable increased
$18.4 million due to a seasonal increase in inventory levels. In the other-net
category, accrued payroll and other liabilities decreased, resulting from a
reduction in seasonally high year-end accruals, and income taxes payable
decreased due to an estimated 1996 tax payment made in April, 1997. These uses
of cash were offset by income before depreciation and amortization of $11.3
million. Depreciation and amortization expense resulted primarily from leasehold
improvements, store fixtures and goodwill. Depreciation expense is expected to
continue to increase in the future due to continued expansion and new store
openings such as those discussed below.
Net cash used for investing was $17.4 million for the 13 weeks ended April
27, 1997, as compared to $5.1 million for the same period in the prior year.
Capital expenditures in the first 13 weeks of 1997 included $14.3 million of
expenditures associated with opening stores, of which $2.8 million was used for
the development of the three stores opened in the first quarter, and $11.5
million was used for stores to be opened subsequent to the first quarter. The
remaining $3.1 million was used to refurbish certain existing stores and
purchase computer hardware and software for the corporate office.
Net cash provided by financing for the 13 weeks ended April 27, 1997 was
$6.8 million, as compared to $37.1 million for the same period in the prior
year. The increase for the first quarter of 1997 was comprised principally of
short-term borrowings of the Company's joint venture in Japan.
The Company's working capital at April 27, 1997 was $149.7 million
compared with $88.1 million at April 28, 1996, an increase of $61.6 million.
This increase was primarily due to an increase in cash of $52.5 million as a
result of the Company's convertible debt issuance in September 1996.
Pursuant to the Company's rapid expansion program, the Company currently
plans to open 35-40 stores in 1997. Since the Company has decided to acquire,
develop and own a number of its new stores, and to begin implementation of a
logistics program involving creation of a network of regional distribution
centers, the Company expects that its capital expenditures will be approximately
$130 million in 1997. The Company will continue to finance a certain number of
its new stores with operating leases, assuming availability and appropriate
terms. To the extent stores are not financed with operating leases, capital
expenditures will be higher by approximately $4 million to $8 million per
location.
10
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
The Company believes that anticipated cash flows from operations,
borrowings under the Revolving Credit Facility, operating leases from developers
and the remaining proceeds from the convertible debt issuance will be sufficient
to satisfy its currently anticipated working capital and capital expenditure
requirements through the end of 1997. The Company continues to evaluate various
sources of financing for its expansion, and may seek to raise additional funds
through debt or equity-related offerings, or through an additional commercial
bank debt arrangement. The Company's Revolving Credit Facility, which expires
April 26, 1998, currently provides for borrowings in a principal amount of $110
million at any one time. As of June 5, 1997, the Company had no borrowings under
the Revolving Credit Facility.
SEASONALITY AND INFLATION
The Company's business is highly seasonal, with its highest sales and
operating profitability occurring in the fourth quarter, which includes the
holiday selling season. In fiscal 1996, 29.6% of the Company's sales and 55.4%
of its operating income occurred in the fourth quarter. The Company's expansion
program generally is weighted toward store openings in the second half of the
fiscal year. In the future, changes in the number and timing of store openings
and consumer buying habits, particularly in the holiday selling season, may
change seasonality trends.
Management does not believe inflation had a material effect on the
financial statements for the periods presented.
11
<PAGE>
THE SPORTS AUTHORITY, INC.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
See Exhibit index on Page 14
(b) Reports on Form 8-K:
None
12
<PAGE>
THE SPORTS AUTHORITY, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE SPORTS AUTHORITY, INC.
Date: June 9, 1997 By: /S/ RICHARD J. LYNCH, JR.
-------------------------
Richard J. Lynch, Jr.
President, Chief Operating Officer
and Director
Date: June 9, 1997 By: /S/ ANTHONY F. CRUDELE
----------------------
Anthony F. Crudele
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
13
<PAGE>
INDEX TO EXHIBITS
EXHIBITS
NUMBER DESCRIPTION
- -------- ------------
11.1 Computation of earnings per share
27 Financial Data Schedule
14
EXHIBIT 11.1
<TABLE>
<CAPTION>
THE SPORTS AUTHORITY, INC.
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share data)
13 WEEKS ENDED
----------------------------------
APRIL 27, APRIL 28,
1997 1996
-------------- ---------------
(Unaudited)
<S> <C> <C>
Financial statement computations:
Income before income taxes $ 3,742 $ 3,172
Income tax expense 1,508 1,300
Minority interest (370) (181)
------------ ------------
Net income $ 2,604 $ 2,053
=========== ===========
Earnings per share:
Shares used in primary earnings per share
computations:
Weighted average common shares outstanding 31,472 31,298
Net additional shares assuming options
exercised and proceeds used to purchase
treasury shares at average market price 341 207
----------- -----------
Common and common share equivalents 31,813 31,505
=========== ===========
Earnings per share assuming primary dilution $ 0.08 $ 0.07
=========== ===========
Shares used in fully diluted earnings per share
computation: (1)
Weighted average common shares outstanding 31,472 31,298
Net additional shares assuming options
exercised and proceeds used to purchase
treasury shares at higher of average market
price and period-end market price 341 321
----------- -----------
Common and common share equivalents 31,813 31,619
=========== ===========
Earnings per share assuming full dilution $ 0.08 $ 0.06
=========== ===========
</TABLE>
(1) The calculation of fully diluted earnings per share excludes shares
issuable pursuant to the conversion rights granted to holders under the
Company's 5.25% Convertible Subordinated Notes issued in September 1996
because they have an antidilutive effect.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-25-1998
<PERIOD-START> JAN-27-1997
<PERIOD-END> APR-27-1997
<CASH> 68,898
<SECURITIES> 0
<RECEIVABLES> 34,420
<ALLOWANCES> (751)
<INVENTORY> 335,198
<CURRENT-ASSETS> 437,765
<PP&E> 319,015
<DEPRECIATION> (76,375)
<TOTAL-ASSETS> 777,097
<CURRENT-LIABILITIES> 288,023
<BONDS> 0
0
0
<COMMON> 315
<OTHER-SE> 132,615
<TOTAL-LIABILITY-AND-EQUITY> 777,097
<SALES> 319,802
<TOTAL-REVENUES> 320,467
<CGS> 231,349
<TOTAL-COSTS> 231,349
<OTHER-EXPENSES> 84,204
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,172
<INCOME-PRETAX> 3,742
<INCOME-TAX> 1,508
<INCOME-CONTINUING> 2,604
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,604
<EPS-PRIMARY> 0.08
<EPS-DILUTED> 0.08
</TABLE>
