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 JULY 26, 1998
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 September 9, 1998: 31,809,714
<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 9
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
INDEX TO EXHIBITS 21
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 26 WEEKS ENDED
----------------------------- ---------------------------
JULY 26, JULY 27, JULY 26, JULY 27,
1998 1997 1998 1997
----------- ----------- ----------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Sales $ 427,238 $ 383,294 $ 773,703 $ 703,096
Licensee fees and rental income 29 19 774 684
----------- ----------- ----------- -----------
427,267 383,313 774,477 703,780
----------- ----------- ----------- -----------
Cost of merchandise sold, includes
buying and occupancy costs 313,601 274,734 570,790 506,083
Selling, general and administrative expenses 102,015 90,022 193,993 172,849
Pre-opening expense 2,464 1,165 4,280 2,051
Goodwill amortization 491 491 981 982
----------- ----------- ----------- -----------
Operating income 8,696 16,901 4,433 21,815
Interest:
Interest expense 2,931 1,787 6,016 3,966
Interest income (308) (646) (718) (1,653)
----------- ----------- ----------- -----------
Interest, net 2,623 1,141 5,298 2,313
----------- ----------- ----------- -----------
Income before income taxes 6,073 15,760 (865) 19,502
Income tax expense 2,651 6,446 29 7,954
Minority interest (405) (241) (975) (611)
----------- ----------- ----------- -----------
Net income $ 3,827 $ 9,555 $ 81 $ 12,159
=========== =========== =========== ===========
Earnings per common share $ 0.12 $ 0.30 $ - $ 0.39
=========== =========== =========== ===========
Earnings per common share-assuming dilution $ 0.12 $ 0.30 $ - $ 0.38
=========== =========== =========== ===========
Weighted average common shares and potential
common shares 32,036 36,397 31,957 31,814
=========== =========== =========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
<PAGE>
<TABLE>
<CAPTION>
THE SPORTS AUTHORITY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
JULY 26, JANUARY 25,
1998 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 37,640 $ 20,359
Merchandise inventories 416,993 327,662
Accounts receivable and other current assets 42,331 44,405
Property held for resale 2,854 -
----------- ------------
Total current assets 499,818 392,426
Net property owned 325,604 313,050
Other assets and deferred charges 50,366 56,029
Goodwill - net of accumulated amortization of
$16,603 and $15,622, respectively 49,802 50,783
----------- ------------
Total Assets $ 925,590 $ 812,288
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 199,136 $ 148,512
Accrued payroll and other liabilities 96,285 106,805
Short-term debt 82,043 21,468
Taxes other than income taxes 18,344 10,548
Income taxes 2,430 5,383
----------- ------------
Total current liabilities 398,238 292,716
Long-term debt 161,319 157,439
Other long-term liabilities 32,361 30,671
----------- ------------
Total liabilities 591,918 480,826
Minority interest (3,064) (2,089)
Stockholders' equity:
Common stock, $.01 par value, 100,000 shares
authorized, 31,808 issued 318 316
Additional paid-in-capital 250,329 247,140
Deferred compensation and receivables from officers (1,971) (1,589)
Retained earnings 89,307 89,226
Treasury stock, 49 shares (494) (494)
Cumulative translation adjustment (753) (1,048)
----------- ------------
Total stockholders' equity 336,736 333,551
----------- ------------
Total Liabilities and Stockholders' Equity $ 925,590 $ 812,288
=========== ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements
4
<PAGE>
<TABLE>
<CAPTION>
THE SPORTS AUTHORITY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
26 WEEKS ENDED
-------------------------------
JULY 26, JULY 27,
1998 1997
----------- ------------
<S> <C> <C>
CASH PROVIDED BY (USED FOR):
OPERATIONS
Net income $ 81 $ 12,159
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization 22,600 17,816
Cumulative translation adjustment 295 (466)
Minority interest in net loss of Joint Venture (975) (610)
Loss on sale or disposal of property and equipment 6 44
Increase in other assets (1,772) (4,287)
Increase in long-term liabilities 2,243 2,409
Cash provided by (used for) current assets and liabilities:
Increase in inventories (89,331) (53,904)
Purchase of property held for resale (2,854) 20
Increase in accounts payable 50,624 21,627
Other - net (1,304) (7,470)
----------- ------------
Net cash used for operations (20,387) (12,662)
----------- ------------
INVESTING
Capital expenditures - owned property (35,019) (58,626)
Proceeds from sale of property and equipment - 10
Other - net 6,396 254
----------- ------------
Net cash used for investing (28,623) (58,362)
----------- ------------
FINANCING
Short-term borrowings 60,575 9,630
Long-term borrowings 4,189 752
Proceeds from sale of stock 1,836 1,033
Debt issuance costs - (43)
Reduction in capital lease obligations (309) -
----------- ------------
Net cash provided by financing 66,291 11,372
----------- ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 17,281 (59,652)
Cash and cash equivalents at beginning of year 20,359 109,645
----------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 37,640 $ 49,993
=========== ============
</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: EARNINGS PER SHARE
A reconciliation of the numerators and denominators of the basic and
diluted EPS computations is illustrated below:
<TABLE>
<CAPTION>
13 WEEKS ENDED 26 WEEKS ENDED
----------------------------- -----------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) JULY 26, JULY 27, JULY 26, JULY 27,
1998 1997 1998 1997
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
BASIC EPS COMPUTATION
Net income $ 3,827 $ 9,555 $ 81 $ 12,159
------------ ----------- ------------ -----------
Weighted average common shares 31,781 31,505 31,711 31,488
------------ ----------- ------------ -----------
Earnings per common share $ .12 $ .30 $ - $ .39
============ =========== ============ ===========
DILUTED EPS COMPUTATION
Net income $ 3,827 $ 9,555 $ 81 $ 12,159
Plus Income impact of assumed conversion:
Interest on convertible subordinated notes 1,278 (a)
------------ ----------- ------------ -----------
Income available to common shareholders
+ assumed conversions $ 3,827 $ 10,833 $ 81 $ 12,159
------------ ----------- ------------ -----------
</TABLE>
6
<PAGE>
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
13 WEEKS ENDED 26 WEEKS ENDED
----------------------------- -----------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) JULY 26, JULY 27, JULY 26, JULY 27,
1998 1997 1998 1997
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Weighted average common shares 31,781 31,505 31,711 31,488
Effect of stock options 255 311 246 326
Shares from subordinated notes assuming conversion 4,581(b)
------------ ----------- ------------ -----------
Total Shares 32,036 36,397 31,957 31,814
------------ ----------- ------------ -----------
Earnings per common share-assuming dilution $ .12 $ .30 $ - $ .38
============ =========== ============ ===========
</TABLE>
(a) Convertible debt interest of $2,148 less taxes at 40.5%
(b) 4,580,964 shares issuable pursuant to the conversion rights granted to
holders of the Company's 5.25% Convertible Subordinated Notes are only included
in the computation for the 13 weeks ended July 27, 1997 due to an antidilutive
effect in all other periods.
NOTE 3: RECENT PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income". This
statement establishes standards for reporting and display of comprehensive
income and its components in a full set of general-purpose financial statements.
Comprehensive income is defined as the change in equity arising from non-owner
sources. It includes net income as well as foreign currency items, minimum
pension liability adjustments, and unrealized gains and losses on certain
investments in debt and equity securities. This statement is effective for
fiscal years beginning after December 15, 1997. Comprehensive income for the 13
and 26 weeks ended July 26, 1998 was $3,731,000 and $374,000, respectively,
compared to $9,598,000 and $11,692,000 for the same periods in the prior year.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information". This statement requires that public
business enterprises report certain information about operating segments in
complete sets of financial statements of the enterprise and in condensed
financial statements of interim periods issued to shareholders. It also requires
that public business enterprises report certain information about their products
and services, the geographic areas in which they operate, and their major
customers. This statement is effective for fiscal years beginning after December
15, 1997. The Company expects changes in its future disclosures but the
statement will have no impact on its consolidated results of operations,
financial position or cash flows.
7
<PAGE>
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In April 1998, the AICPA issued a statement of position on start-up or
pre-opening costs. This statement requires that all start-up or pre-opening
costs be expensed as incurred. The Company currently expenses the costs of
opening a new store in its first month of operation. This statement is effective
for fiscal years beginning after December 15, 1998. The balance of prepaid
pre-opening costs as of July 26, 1998 was approximately $1.0 million.
NOTE 4: OTHER INFORMATION
The Company is currently party to a May 7, 1998 merger agreement with
Venator Group, Inc. (NYSE: Z) under which each Company share would be converted
into 0.80 Venator shares. The merger agreement, which has not yet been submitted
to Company shareholders for vote, contains a "walkaway" right exercisable by the
Company if Venator's average closing stock price is not at least $20.50 during
specified measuring periods, the last of which would end on December 31, 1998. A
copy of the merger agreement was filed as an exhibit to the Company's Form 8-K
dated May 8, 1998.
8
<PAGE>
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.
<TABLE>
<CAPTION>
13 WEEKS ENDED 26 WEEKS ENDED
----------------------------- ----------------------------
JULY 26, JULY 27, JULY 26, JULY 27,
1998 1997 1998 1997
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Cost of merchandise sold, includes
buying and occupancy costs 73.4 71.7 73.8 72.0
----------- ----------- ---------- ----------
Gross margin 26.6 28.3 26.2 28.0
Licensee fees and rental income - - (0.1) (0.1)
Selling, general and administrative expenses 23.9 23.5 25.1 24.6
Pre-opening expense 0.6 0.3 0.5 0.3
Goodwill amortization 0.1 0.1 0.1 0.1
----------- ----------- ---------- ----------
Operating income 2.0 4.4 0.6 3.1
Interest, net 0.6 0.3 0.7 0.3
----------- ----------- ---------- ----------
Income before income taxes 1.4 4.1 (0.1) 2.8
Income taxes 0.6 1.7 - 1.2
Minority interest (0.1) (0.1) (0.1) (0.1)
----------- ----------- ---------- ----------
Net income 0.9% 2.5% -% 1.7%
=========== =========== ========== ==========
</TABLE>
The following table sets forth the Company's store openings and closings for the
periods indicated.
<TABLE>
<CAPTION>
13 WEEKS ENDED 26 WEEKS ENDED
----------------------------- ----------------------------
JULY 26, JULY 27, JULY 26, JULY 27,
1998 1997 1998 1997
----------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Beginning number of stores 201 171 199 168
Openings 5 3 10 6
Closings - - (3) -
----------- ----------- ------------ ----------
Ending number of stores 206 174 206 174
=========== =========== =========== ==========
</TABLE>
9
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
13 WEEKS ENDED JULY 26, 1998 AND JULY 27, 1997
Sales for the 13 weeks ended July 26, 1998 were $427.2 million, a $43.9
million, or 11.4%, increase over sales of $383.3 million for the same period in
the prior year. Of the 11.4% increase in sales, 11.0%, or $42.3 million, was
attributable to the inclusion of a full 13 weeks sales for the stores opened in
1997 which had no comparable store sales in the prior year and 4.1%, or $15.6
million, was attributable to the five new stores opened in the second quarter of
1998. These increases were partially offset by a 2.8%, or $10.6 million,
decrease in comparable store sales and a 0.9%, or $3.4 million, decrease in
sales for the three stores that closed in February 1998. The comparable store
sales decrease in the second quarter of 1998 was primarily the result of
disappointing sales in footwear, fitness, men's apparel and licensed apparel.
Excluding all or a portion of the second quarter of 1998 sales from 15 stores
considered to be cannibalized by new store openings, comparable store sales
decreased 2.0% in the second quarter of 1998, as compared to flat comparable
sales in the same period of the prior year after excluding all or a portion of
the second quarter of 1997 sales from 16 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 July 26, 1998 was $313.6 million, or 73.4% of sales, as compared to
$274.7 million, or 71.7% of sales, for the same period in the prior year. As a
percent of sales, gross margin was 26.6% for 1998 and 28.3% for 1997. The major
components of cost of goods sold are merchandise costs and, to a lesser extent,
occupancy costs. For the 1998 period, merchandise costs increased primarily due
to increased markdowns as well as costs related to the operation of the regional
distribution center ("RDC") outside Atlanta, GA which opened in November 1997.
Occupancy costs, which are fixed in nature, increased as a percent of sales due
to lower sales volumes in the second quarter of 1998 versus the same period of
1997.
Selling, general and administrative (SG&A) expenses for the 13 weeks ended
July 26, 1998 were $102.0 million, or 23.9% of sales, as compared to $90.0
million, or 23.5% of sales, for the same period in the prior year. The 0.4% of
sales increase in SG&A expenses was mainly attributable to negative leveraging
as a result of a decrease in sales productivity in the second quarter of 1998
versus the same period in 1997.
10
<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 July 26, 1998 was $2.5 million,
or 0.6% of sales, as compared to $1.2 million, or 0.3% of sales, for the same
period in the prior year. The $1.3 million increase is due to the opening of
five stores in the 1998 period versus three stores in the 1997 period and is
also due to higher pre-opening occupancy expenses in 1998 in one store as a
result of commencing lease obligations six months prior to opening. 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 July 26, 1998 was $8.7 million, or
2.0% of sales, as compared to $16.9 million, or 4.4% of sales, for the same
period in the prior year. Operating income before pre-opening expense and
goodwill amortization was $11.7 million, or 2.7% of sales, for the 13 weeks
ended July 26, 1998, as compared to $18.6 million, or 4.8% of sales, for the
same period in the prior year.
Interest, net for the 13 weeks ended July 26, 1998 was $2.6 million, or 0.6%
of sales, as compared to $1.1 million, or 0.3% of sales, for the same period in
the prior year. The increase of $1.5 million was primarily attributable to an
increase in borrowings under the Company's $160 million revolving credit
facility expiring in April 1999 (the "Revolving Credit Facility") as well as a
decrease in interest income from short-term investments.
Income tax expense for the 13 weeks ended July 26, 1998 was $2.7 million
with an effective tax rate of 43.7%, as compared to $6.4 million with an
effective tax rate of 40.9% for the same period of 1997. The increase in the
effective tax rate occurred primarily due to the increased effect of
non-deductible goodwill expense and the valuation allowance related to the
Company's joint venture in Japan.
As a result of the foregoing factors, net income for the 13 weeks ended July
26, 1998 was $3.8 million, or 0.9% of sales, as compared to $9.6 million, or
2.5% of sales, for the same period in the prior year.
11
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
26 WEEKS ENDED JULY 26, 1998 AND JULY 27, 1997
Sales for the 26 weeks ended July 26, 1998 were $773.7 million, a $70.6
million, or 10.0%, increase over sales of $703.1 million for the same period in
the prior year. Of the 10.0% increase in sales, 12.1%, or $85.2 million, was
attributable to the inclusion of a full 26 weeks of sales for the stores opened
in 1997 which had no comparable store sales in the prior year and 3.0%, or $21.3
million, was attributable to the ten new stores opened in the first half of
1998. These increases were partially offset by a 4.4%, or $30.1 million,
decrease in comparable store sales and a 0.8%, or $5.8 million, decrease in
sales for the three stores closed in February. The comparable store sales
decrease in the first half of 1998 was primarily the result of disappointing
sales in footwear, fitness, men's apparel and licensed apparel. In addition,
sales in the first quarter were negatively impacted by productivity and
allocation issues related to the start-up of the Company's first RDC. Excluding
all or a portion of the first half of 1998 sales from 16 stores considered to be
cannibalized by new store openings, comparable store sales decreased 3.6% in the
first half of 1998, as compared to an increase of 0.5% in the same period of
last year after excluding all or a portion of the first half of 1997 sales from
16 stores considered to be cannibalized.
Cost of merchandise sold, including buying and occupancy costs, for the 26
weeks ended July 26, 1998 was $570.8 million, or 73.8% of sales, as compared to
$506.1 million, or 72.0% of sales, for the same period in the prior year. As a
percent of sales, gross margin was 26.2% for 1998 and 28.0% for 1997. For the
1998 period, merchandise costs increased primarily due to increased markdowns as
well as costs related to the operation of RDC. Occupancy costs, which are fixed
in nature, increased as a percent of sales due to lower sales volumes in the
first half of 1998 versus the same period of 1997.
SG&A expenses for the 26 weeks ended July 26, 1998 were $194.0 million, or
25.1% of sales, as compared to $172.8 million, or 24.6% of sales, for the same
period in the prior year. The 0.5% of sales increase in SG&A expenses was mainly
attributable to negative leveraging as a result of a decrease in sales
productivity in the first half of 1998 versus the same period of 1997.
Pre-opening expense for the 26 weeks ended July 26, 1998 was $4.3 million,
or 0.5% of sales, as compared to $2.1 million, or 0.3% of sales, for the same
period in the prior year. Pre-opening expense increased $2.2 million primarily
due to the openings of ten stores in the 1998 period versus six stores in the
1997 period and, to a lesser extent, to higher pre-opening occupancy expenses in
one store in 1998 as result of commencing lease obligations six months prior to
opening.
12
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
Operating income for the 26 weeks ended July 26, 1998 was $4.4 million or
0.6% of sales, as compared to operating income of $21.8 million, or 3.1% of
sales, for the same period in the prior year. Operating income before
pre-opening expense and goodwill amortization was $9.7 million, or 1.3% of
sales, for the 26 weeks ended July 26, 1998, as compared to $24.8 million, or
3.5% of sales, for the same period in the prior year.
Interest, net for the 26 weeks ended July 26, 1998 was $5.3 million, or 0.7%
of sales, as compared to $2.3 million, or 0.3% of sales, for the same period in
the prior year. The increase of $3.0 million was primarily attributable to an
increase in borrowings under the Revolving Credit Facility as well as a decrease
in interest income from short-term investments.
Income tax expense for the 26 weeks ended July 26, 1998 was $29,000 as
compared to income tax expense of $8.0 million for the same period of 1997. The
change was due to the effect of the decrease in the Company's pre-tax income
from the first half of 1997 to the first half of 1998.
As a result of the foregoing factors, net income for the 26 weeks ended July
26, 1998 was $81,000, or less than 0.1% of sales, as compared to net income of
$12.2 million, or 1.7% 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
26 weeks ended July 26, 1998 these capital requirements have generally been
satisfied by short-term borrowings.
Cash flows generated by operating, investing and financing activities as
reported in the Consolidated Statements of Cash Flows for the 26 weeks ended
July 26, 1998 are summarized below. The net increase in cash and cash
equivalents for the 26 weeks ended July 26, 1998 was $17.3 million as compared
to a decrease of $59.7 million for the same period in the prior year.
13
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
Net cash used for operations was $20.4 million for the 26 weeks ended July
26, 1998 as compared to $12.7 million for the same period in the prior year.
Inventory net of accounts payable increased $38.7 million due to a seasonal
increase in inventory levels, an increase in the number of stores, and a decline
in sales productivity. 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 1997 tax
payment made in April 1998. These uses of cash were partially offset by income
before depreciation and amortization of $22.7 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 $28.6 million for the 26 weeks ended July
26, 1998, as compared to $58.4 million for the same period in the prior year.
Capital expenditures in the first 26 weeks of 1998 included $24.7 million of
expenditures associated with opening stores, of which $11.8 million was used for
the development of the ten stores opened in the first half of the year, and
$12.9 million was used for stores to be opened subsequent to the second quarter.
The remaining capital expenditures of $10.3 million was primarily used to
refurbish certain existing stores as well as for computer hardware and software
enhancements. Other-net decreased by $6.4 million due primarily to the payoff of
a note receivable.
Net cash provided by financing for the 26 weeks ended July 26, 1998 was
$66.3 million, as compared to $11.4 million for the same period in the prior
year. The increase for the first half of 1998 was mainly comprised of short-term
borrowings under the Revolving Credit Facility.
The Company's working capital at July 26, 1998 was $101.6 million compared
with $125.4 million at July 27, 1997, a decrease of $23.8 million. This decrease
was primarily due to a decrease in cash and an increase in short-term debt as
the residual cash from the convertible debt issuance in September 1996 was used
in the second half of 1997.
The Company currently plans to open approximately thirty new stores in 1998,
and substantially less in 1999. Due to the store growth and refurbishments of
existing stores, the Company expects that its capital expenditures will be
approximately $80 million in 1998. The Company will continue to finance
substantially all 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. While the Company had originally intended to incur capital
expenditures in 1998 in connection with the opening of an additional RDC in
1999, the Company has made no commitments for a second RDC.
14
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
If the pending merger agreement between the Company and Venator Group, Inc.
is successfully consummated, it is anticipated that certain Company stores may
be converted to Venator stores and that certain former Woolworth stores may be
converted to Company stores. If the merger agreement is not successfully
consummated, the Company currently anticipates that it may close a limited
number of stores in early 1999 and that, in conjunction with these closings, it
would incur a restructuring charge. The number of stores which might be closed
will depend on a variety of factors, including their performance during the rest
of 1998, their future projected results, and competitive conditions. No decision
has been made as to any store closings by the Company.
The Company believes that anticipated cash flows from operations, borrowings
under the Revolving Credit Facility and by Mega Sports, the company's 51% owned
joint venture in Japan, and operating leases will be sufficient to satisfy its
currently anticipated working capital and capital expenditure requirement, as
well as any additional cash requirements due to store closings, through the next
12 months.
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 1997, 28.7% of the Company's sales 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.
15
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
FORWARD LOOKING STATEMENTS
Certain statements under the heading "Management's Discussion and Analysis"
and elsewhere in this Form 10-Q constitute "forward looking statements" made in
reliance on the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. As such, they involve risks and uncertainties that could
cause actual results to differ materially from those set forth in such forward
looking statements. The Company's forward looking statements are based on
assumptions about, or include statements concerning, many important factors,
including without limitation changes in discretionary consumer spending and
consumer preferences, particularly as they relate to sporting goods, athletic
footwear and apparel; seasonal patterns in consumer spending; the Company's
ability to effectively implement its strategies, including its merchandising,
distribution and store expansion strategies; competitive trends and
consolidation within the sporting goods retailing industry; the effect of
economic changes in other countries in which the Company does business; the
pending merger agreement between the Company and Venator Group, Inc.; and other
factors described in the Company's Form 10-K for 1997. While the Company
believes that its assumptions are reasonable, it cautions that it is impossible
to predict the impact of certain factors which could cause actual results to
differ materially from expected results.
16
<PAGE>
THE SPORTS AUTHORITY, INC.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
On or about May 11 and May 12, 1998, four class action lawsuits were
commenced against the Company and its Directors by certain purported Company
stockholders in the Court of Chancery of the State of Delaware in New Castle
County. On July 24, 1998, at plaintiffs' request the Court granted an order
consolidating these cases into one case, IN RE THE SPORTS AUTHORITY, INC.
SHAREHOLDERS LITIGATION, C.A. No. 16373NC. The consolidated complaint alleges,
among other things, that the Directors of the Company breached their fiduciary
duties to Company stockholders by entering into the merger agreement dated May
7, 1998 among the Company, Venator and Liberty Merger Sub Inc. without
maximizing stockholder value by failing, among other things, to engage in an
auction of the Company or conduct a market check of the Company's value. The
consolidated complaint also alleges that the exchange ratio between Company
shares and Venator shares provided for in the merger agreement offers inadequate
value to the Company's stockholders. The complaint seeks among other things, to
enjoin the defendants from proceeding with the merger, to rescind the merger if
it is effected and to award class monetary damages and attorneys' fees. With
plaintiffs' consent, defendants have not yet answered the consolidated complaint
or responded to plaintiffs' discovery requests. The defendants believe that
consolidated complaint is without merit and intend to defend against it
vigorously.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders held on May 28, 1998, the
stockholders of the Company (i) elected four Class I Directors, (ii) approved
the Amended and Restated Annual Incentive Bonus Plan and (iii) ratified the
appointment of PricewaterhouseCoopers LLP as independent accountants for the
Company for the fiscal year ending January 24, 1999. The results of these votes
were as follows:
(i)
BROKER
DIRECTOR NOMINEES FOR WITHHELD NON-VOTES
----------------- --- -------- ---------
CLASS I
-------
Jack A. Smith 25,087,623 2,413,413 0
Julius W. Erving 25,085,977 2,415,059 0
Martin E. Hanaka 25,106,882 2,394,154 0
W. Mitt Romney 25,097,939 2,403,097 0
17
<PAGE>
THE SPORTS AUTHORITY, INC.
Other Directors whose term of office continued after the meeting
are as follows:
Class II Nicholas A. Buoniconti
Steve Dougherty
Harold Toppel
Class III Carol Farmer
Jack F. Kemp
Richard J. Lynch, Jr.
<TABLE>
<CAPTION>
BROKER
FOR AGAINST ABSTAIN NON-VOTES
--- ------- ------- ---------
<S> <C> <C> <C> <C>
(ii) Amended and Restated Annual
Incentive Bonus Plan 26,443,845 954,325 102,866 0
<CAPTION>
BROKER
FOR AGAINST ABSTAIN NON-VOTES
--- ------- ------- ---------
<S> <C> <C> <C> <C>
(iii) Ratification of Accountants 27,428,131 40,923 31,982 0
</TABLE>
18
<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 21
(b) Reports on Form 8-K:
A Form 8-K, which contained information under Item 5,
was filed on May 8, 1998.
A Form 8-K, which contained information under Item 5,
was filed on August 11, 1998.
19
<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: September 9, 1998 By: /S/ ANTHONY F. CRUDELE
-----------------------------
Anthony F. Crudele
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
20
<PAGE>
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBITS PAGE NUMBER
- -------- -----------
2.1 Agreement and Plan of Merger, dated as of
May 7, 1998, by and among Woolworth Corporation
(now Venator Group, Inc.), Liberty Merger Sub Inc.
and The Sports Authority, Inc. (without exhibits
and schedules), incorporated by reference to
Exhibit 2.1 to the Company's Form 8-K dated
May 8, 1998.
27 Financial Data Schedule
21
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-24-1998
<PERIOD-START> JAN-26-1998
<PERIOD-END> JUL-26-1998
<CASH> 37,640
<SECURITIES> 0
<RECEIVABLES> 43,900
<ALLOWANCES> (1,569)
<INVENTORY> 416,993
<CURRENT-ASSETS> 499,818
<PP&E> 443,405
<DEPRECIATION> (117,801)
<TOTAL-ASSETS> 925,590
<CURRENT-LIABILITIES> 398,238
<BONDS> 0
0
0
<COMMON> 318
<OTHER-SE> 336,418
<TOTAL-LIABILITY-AND-EQUITY> 925,590
<SALES> 773,703
<TOTAL-REVENUES> 774,477
<CGS> 570,790
<TOTAL-COSTS> 570,790
<OTHER-EXPENSES> 199,254
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,298
<INCOME-PRETAX> (865)
<INCOME-TAX> 29
<INCOME-CONTINUING> 81
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 81
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
