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 25, 1999
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 June 9, 1999: 31,912,961
1
<PAGE>
<TABLE>
<CAPTION>
THE SPORTS AUTHORITY, INC.
INDEX TO FORM 10-Q
PAGE NUMBER
-----------
<S> <C>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations 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 9
Condition and Results of Operations
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
INDEX TO EXHIBITS 19
</TABLE>
2
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE SPORTS AUTHORITY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
13 Weeks Ended
---------------------------------
April 25, April 26,
1999 1998
------------- ---------------
(Unaudited)
<S> <C> <C>
Sales $ 356,517 $ 346,464
Licensee fees and rental income 462 746
----------- -----------
356,979 347,210
----------- -----------
Cost of merchandise sold, includes
buying and occupancy costs 264,959 257,188
Selling, general and administrative expenses 95,217 91,978
Pre-opening expense 974 1,816
Goodwill amortization 491 491
----------- -----------
361,641 351,473
----------- -----------
Corporate restructuring (700) -
----------- -----------
Operating loss (3,962) (4,263)
Other (income) expense:
Interest, net 3,532 2,675
Gain on deconsolidation (5,001) -
----------- -----------
(1,469) 2,675
----------- -----------
Loss before income taxes (2,493) (6,938)
Income tax benefit (1,022) (2,622)
Minority interest - (570)
----------- -----------
Net loss $ (1,471) $ (3,746)
=========== ===========
Earnings per common share - basic and diluted $ (0.05) $ (0.12)
=========== ============
Weighted average common shares outstanding 31,901 31,640
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
<PAGE>
THE SPORTS AUTHORITY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
April 25, January 24,
1999 1999
------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 20,459 $ 22,946
Merchandise inventories 393,509 367,951
Accounts receivable and other current assets 48,800 48,438
----------- -----------
Total current assets 462,768 439,335
Net property owned 313,738 341,371
Other assets and deferred charges 55,009 72,073
Goodwill - net of accumulated amortization of
$18,076 and $17,585, respectively 48,329 48,820
----------- -----------
Total Assets $ 879,844 $ 901,599
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 185,911 $ 180,117
Accrued payroll and other liabilities 98,723 139,468
Short-term debt 104,828 75,623
Taxes other than income taxes 14,983 13,582
----------- -----------
Total current liabilities 404,445 408,790
Long-term debt 150,115 173,248
Other long-term liabilities 52,149 50,804
----------- -----------
Total liabilities 606,709 632,842
Minority interest - (4,155)
Stockholders' equity:
Common stock, $.01 par value, 100,000 shares
authorized, 31,968 and 31,951 shares issued, respectively 320 320
Additional paid-in-capital 251,155 251,024
Deferred compensation and receivables from officers (448) (531)
Retained earnings 23,964 25,435
Treasury stock, 55 and 56 shares at cost, respectively (513) (527)
Accumulated other comprehensive loss (1,343) (2,809)
----------- -----------
Total stockholders' equity 273,135 272,912
----------- -----------
Total Liabilities and Stockholders' Equity $ 879,844 $ 901,599
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
4
<PAGE>
THE SPORTS AUTHORITY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
13 Weeks Ended
--------------------------------
April 25, April 26,
1999 1998
------------- --------------
(Unaudited)
<S> <C> <C>
CASH PROVIDED BY (USED FOR):
OPERATIONS
Net loss $ (1,471) $ (3,746)
Adjustment to reconcile net loss to operating cash flows:
Depreciation and amortization 11,648 11,242
Cumulative translation adjustment 97 392
Minority interest - (570)
Gain on deconsolidation (5,001) -
Increase in accounts receivable and other current assets (3,513) (1,165)
Increase in inventories (51,780) (77,938)
Increase in other assets and deferred charges (78) (1,511)
Purchase of property held for resale - (1,843)
Increase in accounts payable - trade 27,526 81,142
Decrease in accrued payroll and other liabilities (25,482) (13,887)
Increase in accrued taxes other than income taxes 1,682 5,085
Increase in other long-term liabilities 1,345 1,111
Other - net - (3,551)
----------- ------------
Net cash used for operations (45,027) (5,239)
----------- ------------
INVESTING
Capital expenditures - owned property (8,770) (18,573)
Deconsolidation of joint venture (3,127) -
Other - net (13) 26
----------- -----------
Net cash used for investing (11,910) (18,547)
----------- -----------
FINANCING
Short-term borrowings 54,558 35,805
Long-term borrowings - 3,998
Proceeds from sale of stock 83 1,194
Proceeds from treasury stock 14 -
Payment of capital lease obligations (205) (92)
----------- -----------
Net cash provided by financing 54,450 40,905
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,487) 17,119
Cash and cash equivalents at beginning of year 22,946 20,359
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 20,459 $ 37,478
=========== ===========
</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
(consisting of normal, recurring accruals) necessary for a fair presentation of
the results for the interim periods have been included.
NOTE 2: JOINT VENTURE OWNERSHIP REDUCTION
In March 1999 the Company and its joint venture partner, JUSCO Co., Ltd.
("JUSCO") entered into a comprehensive restructuring of the ownership and
services agreements governing the Japanese joint venture Mega Sports Co., Ltd.
("Mega Sports"). Under the restructuring, JUSCO paid the Company $1.1 million
for 32% of the shares of Mega Sports held by the Company, reducing the Company's
ownership of the joint venture from 51% to 19%. In May 1999, JUSCO made an
additional capital contribution to Mega Sports, not matched by the Company,
which further reduced the Company's ownership to 8.4%. As a minority owner, the
Company discontinued consolidation of the accounts of Mega Sports beginning in
fiscal 1999, and recorded a gain on deconsolidation of approximately $5.0
million in the first quarter of 1999. The results of operations for the first
quarter of 1998 include net losses of the joint venture of $1.2 million, of
which the Company's share was $0.6 million.
In conjunction with the ownership restructuring, the Company entered into a
new license agreement which permits Mega Sports to use certain trademarks,
technology and know-how of the Company in exchange for royalty fees of 1.0% of
Mega Sports' gross sales in 1999, 1.1% in 2000 and 1.2% in 2001 through 2005.
Mega Sports has the option of extending the agreement for three ten-year periods
expiring in 2035. The results of operations in the first quarter of 1999 include
royalty fees of approximately $0.4 million pursuant to this agreement.
6
<PAGE>
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: RESTRUCTURING RESERVES
STORE CLOSINGS:
In the third quarter of 1998, the Company approved a restructuring plan to
close 18 underperforming stores (of which two will be relocated). The Company
recorded pre-tax restructuring charges of $39.4 million related to estimated
store exit costs, including lease obligations and related costs, fixed asset
write-downs and disposal costs, employee severance payments and other exit
costs. As a result of a change in the competitive environment in one market, the
closing of one store has been postponed indefinitely. The Company completed
fifteen store closings in the first quarter of 1999, and paid approximately $0.4
million in severance to approximately 500 employees. The Company expects to
complete the two relocations in 2000.
In the fourth quarter of 1997, the Company recorded restructuring charges
related to the closing of three stores and two off-site receiving facilities.
The store closings were due primarily to the expiration of leases in 1998 and
openings of new stores in close proximity to the closing locations. Operations
of the two receiving facilities were consolidated into the Company's regional
distribution center ("RDC") in the fourth quarter of 1997. The three stores were
closed in February 1998. Remaining reserves under the 1997 restructuring relate
primarily to the remaining lease obligation for one store.
The following table sets forth the activity in the restructuring reserves
related to the 1998 and 1997 store closing plans.
<TABLE>
<CAPTION>
13 Weeks Ended April 25, 1999
---------------------------------------------------------------
Reserve at Reserve at
January 24, Asset April 25,
(IN THOUSANDS) 1999 Payments Disposals 1999
--------------- --------------- ---------------- --------------
<S> <C> <C> <C> <C>
Lease obligations and related costs $ 32,419 $ (1,236) $ - $ 31,183
Fixed assets 9,264 - (7,458) 1,806
Employee severance 671 (439) - 232
Other 661 (217) - 444
------------ ----------- ------------ ------------
Total $ 43,015 $ (1,892) $ (7,458) $ 33,665
============ ============= ============= ============
</TABLE>
CORPORATE RESTRUCTURING:
Pursuant to a corporate restructuring in 1998, the Company recorded $3.9
million in employment contract obligations to several departing executives. In
the first quarter of 1999, the Company paid $1.0 million against the reserve,
including $0.5 million to settle the remaining obligation on one of the
contracts. As a result of the settlement, the Company reduced the corporate
restructuring reserve by $0.7 million.
7
<PAGE>
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: EARNINGS PER SHARE
The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share"
("EPS"), which requires a dual presentation of basic and diluted EPS. Basic EPS
equals net income divided by the number of weighted average common shares
outstanding while diluted EPS includes potentially dilutive securities. The
calculation of diluted EPS excludes 4,580,964 shares issuable under the
Company's 5.25% Convertible Subordinated Notes, and the effect of stock options,
which are antidilutive due to losses from continuing operations in both periods.
NOTE 5: COMPREHENSIVE INCOME
In 1998 the Company adopted Statement of Financial Accounting Standards No.
130 ("SFAS 130"), "Reporting Comprehensive Income". Comprehensive income
represents the change in equity arising from non-owner sources, including net
income and other comprehensive income items such as foreign currency translation
adjustments, minimum pension liability adjustments and unrealized gains and
losses on certain investments in debt and equity securities. The Company's
comprehensive income consists of net income and foreign currency translation
adjustments. In the first quarter of 1999 the Company recognized $1.4 million in
cumulative translation adjustments in conjunction with the deconsolidation of
Mega Sports. The Company's comprehensive loss was $1.4 million and $3.4 million
for the 13 weeks ended April 25, 1999 and April 26, 1998, respectively.
NOTE 6: REPLACEMENT OF REVOLVING CREDIT FACILITY
On April 13, 1999, the Company signed a three year, $200 million revolving
credit agreement with BankBoston Retail Finance Inc. ("BankBoston Credit
Facility") to replace the Company's existing $160 million Revolving Credit
Facility, which was to mature on April 26, 1999. The BankBoston Credit Facility
is secured by inventory and contains no financial covenants related to operating
results. Borrowings under the new facility bear interest at the election of the
Company at either the Base Rate or the Eurodollar Rate plus 1.75%, both as
defined in the credit agreement. The agreement limits borrowings to a borrowing
base determined largely with reference to eligible inventory balances.
8
<PAGE>
Item 2.
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
JOINT VENTURE OWNERSHIP REDUCTION
In March 1999 the Company and JUSCO entered into a comprehensive
restructuring of the ownership and services agreements governing Mega Sports.
Under the restructuring, JUSCO paid the Company $1.1 million for 32% of the
shares of Mega Sports held by the Company, reducing the Company's ownership of
the joint venture from 51% to 19%. As a minority owner, the Company discontinued
consolidation of the accounts of Mega Sports beginning in fiscal 1999, and
recorded a $5.0 million gain on deconsolidation in the first quarter of 1999.
The Company also entered into a new license agreement which permits Mega Sports
to use certain trademarks, technology and know-how of the Company in exchange
for royalty fees of 1.0% to 1.2% of Mega Sports' gross sales over the term of
the agreement. The decision to reduce its ownership in Mega Sports was based on
the Company's commitment to focus its resources on the profitability and growth
of its core North American operations.
STORE CLOSINGS
In 1998, the Company approved a restructuring plan to close 18
underperforming stores. The Company recorded pre-tax restructuring charges of
$39.4 million related to estimated store exit costs, including lease obligations
and related costs, fixed asset write-downs and disposal costs, employee
severance payments and other exit costs. The Company completed fifteen store
closings in the first quarter of 1999, and expects to relocate two sites in
2000. As a result of a change in the competitive environment in one market, the
closing of one store has been postponed indefinitely.
In 1997, the Company recorded restructuring charges related to the closing
of three stores and two off-site receiving facilities. The store closings were
due primarily to the expiration of leases in 1998 and openings of new stores in
close proximity to the closing locations. Operations of the two receiving
facilities were consolidated into the Company's RDC in the fourth quarter of
1997.
The Company paid $1.9 million against the store closing reserves in the
first quarter of 1999, primarily for lease and severance payments, and recorded
$7.5 million in asset disposals. Remaining store closing reserves of $33.7
million consist principally of remaining lease obligations under long-term store
leases. The Company is actively pursuing the sublease or assignment of the
closed store sites.
9
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
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
--------------------------------
April 25, April 26,
1999 1998
------------- --------------
<S> <C> <C>
Sales 100.0% 100.0%
Cost of merchandise sold, includes
buying and occupancy costs 74.3 74.2
---------- ---------
Gross margin 25.7 25.8
Licensee fees and rental income (0.1) (0.2)
Selling, general and administrative expenses 26.7 26.6
Pre-opening expense 0.3 0.5
Goodwill amortization 0.1 0.1
Corporate restructuring (0.2) -
---------- ---------
Operating loss (1.1) (1.2)
Interest, net 1.0 0.8
Gain on deconsolidation (1.4) -
---------- ---------
Loss before income taxes (0.7) (2.0)
Income tax benefit (0.3) (0.8)
Minority interest - (0.1)
---------- ---------
Net loss (0.4)% (1.1)%
========== =========
</TABLE>
The following table sets forth the Company's store openings and closings for the
periods indicated.
<TABLE>
<CAPTION>
13 Weeks Ended
--------------------------------
April 25, April 26,
1999 1998
------------- --------------
<S> <C> <C>
Beginning number of stores 226 199
Openings 2 5
Closings (15) (3)
Deconsolidation of joint venture (13) -
--------- ---------
Ending number of stores 200 201
========= =========
</TABLE>
10
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
13 WEEKS ENDED APRIL 25, 1999 AND APRIL 26, 1998
Sales for the 13 weeks ended April 25, 1999 were $356.5 million, a $10.0
million, or 2.9%, increase over sales of $346.5 million for the same period in
the prior year. Sales in the prior period include $16.2 million from the
Company's Japanese joint venture, Mega Sports. The Company discontinued
consolidation of Mega Sports in 1999 due to a reduction of its ownership
interest in the joint venture. Additionally, the Company closed 15 stores in the
first quarter of 1999 pursuant to its announced restructuring plans. The prior
period includes sales of $18.0 million from the closed stores, compared to $9.9
million in the first quarter of 1999, a decrease of $8.1 million
Excluding the impact of the deconsolidation of Mega Sports and the store
closings, sales increased $34.4 million, or 11.0%. Of this increase, $30.0
million, or 9.6%, was attributable to stores opening in 1998 and 1999, which had
no comparable store sales in the prior year, and $4.4 million, or 1.4%, was
attributable to an increase in comparable store sales from continuing store
operations. The increase in comparable store sales resulted primarily from the
sale of winter sports merchandise through Company-operated winter sports
departments in 1999. Previously, winter sports merchandise was sold under a
license agreement with a third party. Under the license agreement, which was
terminated in August 1998, sales of winter sports merchandise were excluded from
total sales of the Company. The comparable sales increase was partially offset
by continued weakness in the key categories of footwear and golf, which have
experienced negative sales trends since 1997 and 1998, respectively. The Company
is aggressively pursuing initiatives to address these trends, including improved
in-stock positions, new merchandising and marketing strategies, and clearance
sales to address aged inventory.
Licensee fees and rental income was $0.5 million, or 0.1% of sales, for the
thirteen weeks ended April 25, 1999, as compared to $0.7 million, or 0.2% of
sales, for the same period in the prior year. In 1999, licensee fees included
$0.4 million in royalty fee income under a license agreement between the Company
and Mega Sports. (See Note 2 of the Notes to the Consolidated Financial
Statements). Prior to 1999, intercompany royalty fees were eliminated due to
consolidation of the joint venture in the Company's results of operations.
Licensee fees in 1998 were primarily earned under the license agreement covering
the sale of winter sports merchandise, which was terminated in August 1998.
Under the agreement, the Company received approximately 10% of licensee
merchandise sales. The Company has a similar and ongoing license arrangement for
the sale of diving merchandise in three stores. Sales of licensee merchandise
are excluded from the Company's total sales.
Cost of merchandise sold, including buying and occupancy, was $265.0
million, or 74.3% of sales, for the thirteen weeks ended April 25, 1999, as
compared to $257.2 million, or 74.2% of sales, for the same period in the prior
year. As a percent of sales, gross margin was 25.7% for the 1999 period compared
to 25.8% for the comparable period in the prior year. Gross margin remained
flat, which was achieved despite a promotional environment and having a
difficult comparison with the prior year quarter in which above average
favorable inventory shrink results were recorded. The strong margin
11
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
performance in the current period resulted from better initial purchase markons,
markdown control as a result of better inventory position and more efficient
logistics operations, offset by a slight decrease due to a shift in merchandise
mix.
Selling, general and administrative (SG&A) expenses for the 13 weeks ended
April 25, 1999 were $95.2 million, or 26.7% of sales, as compared to $92.0
million, or 26.6% of sales, for the same period in the prior year. The 0.1% of
sales increase resulted primarily from an increase in advertising costs as the
Company pursued an aggressive marketing campaign to stimulate sales and compete
in a promotional environment.
Pre-opening expense for the 13 weeks ended April 25, 1999 was $1.0 million,
or 0.3% of sales, as compared to $1.8 million, or 0.5% of sales, for the same
period in the prior year. The $0.8 million decrease was due to the opening of
two stores in the 1999 period versus five stores in the 1998 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.
Corporate restructuring was ($0.7) million, or (0.2%) of sales, for the 13
weeks ended April 25, 1999. During the third quarter of 1998, the Company
recorded $3.9 million in employment contract obligations to several departing
executives. In the first quarter of 1999, the Company negotiated the settlement
of one contract and reduced the corporate restructuring reserve by $0.7 million.
Interest, net for the 13 weeks ended April 25, 1999 was $3.5 million, or
1.0% of sales, as compared to $2.7 million, or 0.8% of sales, for the same
period in the prior year. The increase of $0.8 million was primarily
attributable to an increase in short-term borrowings.
During the 13 weeks ended April 25, 1999, the Company recorded a gain on
deconsolidation of its Japanese joint venture of $5.0 million, or 1.4% of sales.
See Note 2 of the Notes to the Consolidated Financial Statements.
Income tax benefit for the 13 weeks ended April 25, 1999 was $1.0 million at
an effective tax rate of 41.0%, as compared to a benefit of $2.6 million at an
effective tax rate of 37.8% for the same period in the prior year. The increase
in the effective tax rate reflects the elimination of Mega Sport's valuation
allowance due to deconsolidation of the joint venture.
As a result of the foregoing factors, net income (loss) for the 13 weeks
ended April 25, 1999 was ($1.5) million, or (0.4%) of sales, as compared to
($3.7) million, or (1.1%) of sales, for the same period in the prior year.
12
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital requirements are to fund working capital
needs, to open new stores in connection with its expansion strategy and to
refurbish older existing stores. For the 13 weeks ended April 25, 1999 these
capital requirements were generally 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 13 weeks ended April 25, 1999
and April 26, 1998 are summarized below. The net decrease in cash and cash
equivalents was $2.5 million in the current period as compared with an increase
of $17.1 million in the comparable period in the prior year.
Net cash used for operations was $45.0 million for the 13 weeks ended April
25, 1999 as compared to net cash used for operations of $5.2 million during the
same period in the prior year. Inventory net of accounts payable increased $24.3
million from the balance at January 24, 1999 due to a seasonal increase in
inventory levels. Accrued payroll and other liabilities decreased $25.5 million,
resulting from a reduction in seasonally high year-end accruals and the
utilization of restructuring reserves as a result of 15 store closings in the
first quarter of 1999. These uses of cash were offset by income of $4.2 million
before gain on deconsolidation, depreciation and amortization, and income taxes.
Net cash used for investing was $11.9 million for the 13 weeks ended April
25, 1999 as compared to $18.5 million for the same period in the prior year.
Capital expenditures in the first 13 weeks of 1999 were $8.8 million, which
included $3.9 million in hardware and software purchases, $2.3 million in
expenditures associated with opening two new stores and $1.5 million in
refurbishment of existing stores. The remaining $1.1 million was used for
improvements at the RDC and corporate office. The decrease in cash and cash
equivalents resulting from deconsolidation of Mega Sports was $4.2 million,
partially offset by proceeds of $1.1 million from the ownership restructuring.
Net cash provided by financing was $54.5 million for the 13 weeks ended
April 25, 1999, as compared to $40.9 million for the same period in the prior
year. The increase in 1999 was comprised principally of short-term borrowings
under the BankBoston Credit Facility and the Revolving Credit Facility.
The Company's working capital at April 25, 1999 was $58.3 million compared
with $95.5 million at April 26, 1998, a decrease of $37.2 million. The decrease
in working capital primarily resulted from an increase in short-term borrowings
of $54.6 million to fund operations, partially offset by an increase in
inventory net of accounts payable of $24.3 million.
13
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
The Company has substantially cut back its expansion program and plans to
open only three stores in 1999. Two of the planned openings were completed in
the first quarter of 1999, and the Company expects to finance all three with
operating leases. Due to the reduction in store openings, 1999 capital
expenditures are projected to be significantly lower than in prior years. The
Company has forecasted capital expenditures of $38.0 million, related primarily
to refurbishing existing stores and upgrading information systems.
On April 13, 1999, the Company entered into a $200 million revolving credit
facility with BankBoston Retail Finance Inc. to replace the Company's existing
$160 million Revolving Credit Facility, which was to mature on April 26, 1999.
The new facility is secured by inventory and contains no financial covenants
related to operating results. Borrowings bear interest, at the election of the
Company, at the Base Rate or Eurodollar Rate plus 1.75%, both as defined in the
agreement.
The Company believes that anticipated cash flows from operations and
borrowings under the BankBoston Credit Facility will be sufficient to satisfy
its currently anticipated working capital and capital expenditure requirements
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 1998, 28.7% of the Company's sales occurred in
the fourth quarter. 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.
YEAR 2000
Many information and business systems utilize programming code in which
calendar years are abbreviated as two digits. The Year 2000 issue relates to the
potential for systems to interpret the year 2000 as the year 1900, causing
system failure or unreliability.
The Company began its Year 2000 compliance project in 1997. Analysis of
internal compliance consists of the following phases: assessment of information
and non-information systems; remediation; testing; implementation; and,
contingency planning. The Company is also determining compliance of key vendors
and suppliers, and will incorporate alternate sources of goods and services, as
necessary, in its contingency plan.
14
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
The assessment of internal information systems is 100% complete. The
assessment indicated areas of non-compliance primarily in the Company's
inventory management system and certain retail applications. Remediation is 100%
complete. Remediation efforts consist principally of software programming
modifications and, to a lesser extent, hardware replacement. The Company
utilized a team of outside consultants and programmers for programming
modifications, and will continue to utilize outside consultants through testing
and implementation. Testing is 85% complete, and is expected to be completed by
the end of the second quarter of 1999. Implementation of programming
modifications is 75% complete, and is expected to be completed by the end of the
third quarter of 1999. Contingency planning is 80% complete, and will be
completed by the fourth quarter of 1999.
The Company has expensed as incurred approximately $0.4 million in Year 2000
compliance costs in the first quarter of 1999, and $2.5 million project-to-date.
These costs relate primarily to outside consulting and programming fees, and
exclude the cost of internal staff hours dedicated to the project. The Company
expects to incur an additional $0.4 million in project costs through project
completion. Total project costs are not anticipated to have a material adverse
affect on the Company's operations.
The Company has completed its assessment of non-information technology such
as signage, time clocks, office equipment and alarm systems and has determined
these systems to be materially compliant. Such determinations were made from
written and verbal communication with vendors as well as internal review and
testing.
The Company has sent surveys to all key vendors and suppliers to determine
Year 2000 compliance. The Company has received responses from 85% of vendors
surveyed, of which 100% have indicated that they are or will be compliant by the
end of 1999. The Company is continuing to evaluate the scope of contingency and
disaster recovery plans to establish alternate sources of merchandise, supplies
and services.
Management believes that conversion of internal business and operating
systems will be completed in a timely manner; however, failure to do so could
have a material impact on the Company's operations. Additionally, there can be
no assurances that the Company's key suppliers or vendors will complete their
conversions in a timely manner. In the event this issue prevents third parties
from timely delivery of inventory or services required by the Company, the
Company's results of operations could be materially adversely affected.
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
15
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
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 and, in particular,
the level of consumer spending during the fourth quarter; the Company's ability
to effectively implement its strategies, including its merchandising,
distribution, marketing and store expansion and refurbishment strategies;
competitive trends and consolidation within the sporting goods retailing
industry; the growing impact of electronic commerce; and the effect of economic
changes in other countries in which the Company does business. 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
The Company is one of thirty-four defendants, including firearms
manufacturers and retailers, in CITY OF CHICAGO AND COUNTY OF COOK V. BERETTA
U.S.A. CORP. ET AL, Circuit Court of Cook County, Illinois, which was served on
the Company on November 23, 1998. The complaint is based on legal theories of
public nuisance and negligent entrustment of firearms and alleges that the
defendant retailers sell firearms in the portion of Cook County outside Chicago
that are found illegally in Chicago. The complaint seeks damages allocated among
the defendants exceeding $358.1 million to compensate the City of Chicago and
Cook County for their alleged costs (of which the complaint enumerates a total
of $153 million) resulting from the alleged public nuisance. The complaint also
seeks punitive damages and injunctive relief imposing additional regulations on
the methods the defendant retailers use to sell firearms in Cook County.
The Company is one of thirty-six defendants, including firearms
manufacturers and retailers, in ARCHER AND CITY OF DETROIT V. ARMS TECHNOLOGY,
INC. ET AL and in MCNAMARA, WAYNE COUNTY ET AL V. ARMS TECHNOLOGY, INC. ET AL,
each of which is filed in the Circuit Court for the County of Wayne, Michigan,
and was served on the Company on May 18, 1999. These complaints allege that the
defendants have knowingly and deliberately marketed and distributed firearms in
a manner that injures the City of Detroit and Wayne County and their residents.
The complaints seek compensatory and punitive damages (in the Wayne County
complaint, compensatory damages exceeding $200 million and punitive damages
exceeding $200 million).
The Company anticipates that it will not be a principal target in these
suits. Pursuant to a business decision made in late 1998, the Company announced
in April 1999 that it would cease selling handguns in the United States, and the
Company ceased selling handguns in the Chicago and Detroit areas by May 1999. In
recent years, handguns have constituted less than 1% of the Company's total
sales. In addition, the Company believes that it has complied with all
applicable laws and regulations governing the sale of firearms, and believes
that the allegations contained in these complaints are without merit, as applied
to the Company. In the event that the Company is unable to settle these suits,
it intends to defend itself vigorously.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
See Exhibit index on Page 19
(b) Reports on Form 8-K:
A Report on Form 8-K and Form 8-K/A with respect
to a change in the Company's certifying
accountants was filed on March 2, 1999.
17
<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, 1999 By: /S/ ANTHONY F. CRUDELE
------------------------------
Anthony F. Crudele
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
18
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBITS PAGE NUMBER
- -------- -----------
<S> <C>
10.1 Amended and Restated 1994 Stock Option Plan, incorporated herein by
reference to Exhibit A of the Company's Proxy Statement dated April 26,
1999.
10.2 Performance Unit Plan, incorporated herein by reference to Exhibit B of
the Company's Proxy Statement dated April 26, 1999.
27.1 Financial Data Schedule
</TABLE>
19
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-23-2000
<PERIOD-START> JAN-25-1999
<PERIOD-END> APR-25-1999
<CASH> 20,459
<SECURITIES> 0
<RECEIVABLES> 48,800
<ALLOWANCES> 1,100
<INVENTORY> 393,509
<CURRENT-ASSETS> 462,768
<PP&E> 453,968
<DEPRECIATION> 140,230
<TOTAL-ASSETS> 879,844
<CURRENT-LIABILITIES> 404,445
<BONDS> 0
0
0
<COMMON> 320
<OTHER-SE> 273,135
<TOTAL-LIABILITY-AND-EQUITY> 879,844
<SALES> 356,517
<TOTAL-REVENUES> 356,979
<CGS> 264,959
<TOTAL-COSTS> 264,959
<OTHER-EXPENSES> 90,981
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,532
<INCOME-PRETAX> (2,493)
<INCOME-TAX> (1,022)
<INCOME-CONTINUING> (1,471)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,471)
<EPS-BASIC> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
