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 29, 2000
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 12, 2000: 32,384,942
<PAGE>
THE SPORTS AUTHORITY, INC.
INDEX TO FORM 10-Q
Page Number
-----------
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
Condition and Results of Operations 9
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
INDEX TO EXHIBITS 18
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 26 Weeks Ended
----------------------- ---------------------
July 29, July 25, July 29, July 25,
2000 1999 2000 1999
--------- --------- --------- ---------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Sales $ 389,595 $ 385,550 $ 743,779 $ 742,067
License fees and rental income 708 342 1,313 804
--------- --------- --------- ---------
390,303 385,892 745,092 742,871
--------- --------- --------- ---------
Cost of merchandise sold, including
buying and occupancy costs 283,398 284,394 550,387 549,352
Selling, general and administrative expenses 94,145 92,988 184,820 188,205
Pre-opening expense 684 232 1,801 1,206
Goodwill amortization -- 491 -- 981
--------- --------- --------- ---------
378,227 378,105 737,008 739,744
--------- --------- --------- ---------
Corporate restructuring -- -- -- (700)
--------- --------- --------- ---------
Operating income 12,076 7,787 8,084 3,827
Other (income) expense:
Interest, net 5,333 4,029 9,560 7,562
Gain on deconsolidation of joint venture -- -- -- (5,001)
--------- --------- --------- ---------
5,333 4,029 9,560 2,561
--------- --------- --------- ---------
Income (loss) before income taxes and
extraordinary gain 6,743 3,758 (1,476) 1,266
Income tax expense -- 1,493 -- 471
--------- --------- --------- ---------
Income (loss) before extraordinary gain 6,743 2,265 (1,476) 795
Extraordinary gain, net of tax 1,441 -- 18,631 --
--------- --------- --------- ---------
Net income $ 8,184 $ 2,265 $ 17,155 $ 795
========= ========= ========= =========
Earnings (loss) per common share-basic and diluted
Income (loss) before extraordinary gain $ 0.21 $ 0.07 $ (0.04) $ 0.02
Extraordinary gain 0.04 -- 0.57 --
--------- --------- --------- ---------
Net income $ 0.25 $ 0.07 $ 0.53 $ 0.02
========= ========= ========= =========
Weighted average common shares outstanding:
Basic 32,280 31,949 32,250 31,925
========= ========= ========= =========
Diluted 32,283 32,047 32,252 32,071
========= ========= ========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
<PAGE>
THE SPORTS AUTHORITY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
July 29, January 29,
2000 2000
--------- ---------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 10,950 $ 11,814
Merchandise inventories 382,919 347,273
Receivables and other current assets 33,702 55,264
--------- ---------
Total current assets 427,571 414,351
Net property and equipment 221,198 213,638
Other assets and deferred charges 16,337 15,014
--------- ---------
Total assets $ 665,106 $ 643,003
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable - trade $ 118,131 $ 93,584
Accrued payroll and other liabilities 93,554 111,392
Current debt 1,031 130,544
Taxes other than income taxes 14,683 12,894
Income taxes 6,313 3,835
--------- ---------
Total current liabilities 233,712 352,249
Long-term debt 250,878 126,029
Other long-term liabilities 46,626 48,615
--------- ---------
Total liabilities 531,216 526,893
Stockholders' equity:
Common stock, $.01 par value, 100,000 shares
authorized, 32,385 and 32,264 issued, respectively 324 323
Additional paid-in-capital 252,211 251,991
Deferred compensation (380) (574)
Accumulated deficit (117,954) (135,109)
Treasury stock, 56 and 55 shares at cost, respectively (520) (521)
Accumulated other comprehensive income 209 --
--------- ---------
Total stockholders' equity 133,890 116,110
--------- ---------
Total liabilities and stockholders' equity $ 665,106 $ 643,003
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
4
<PAGE>
THE SPORTS AUTHORITY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
26 Weeks Ended
----------------------
July 29, July 25,
2000 1999
-------- --------
(Unaudited)
<S> <C> <C>
Cash provided by (used for):
Operations
(Loss) income before extraordinary gain $ (1,476) $ 795
Adjustments to reconcile (loss) income before extraordinary gain
to operating cash flows:
Depreciation and amortization 19,738 23,198
Cumulative translation adjustment 209 (48)
Gain on deconsolidation of joint venture -- (5,001)
Change in deferred tax assets -- (6,878)
Cash provided by (used for) current assets and liabilities:
Decrease in receivables and other current assets 21,562 1,967
Increase in merchandise inventories (35,646) (51,031)
Increase in accounts payable - trade 24,547 4,480
Decrease in accrued payroll and other liabilities (17,985) (28,012)
Other - net (620) 2,737
-------- --------
Net cash provided by (used for) operations 10,329 (57,793)
-------- --------
Investing
Capital expenditures (25,837) (15,085)
Deconsolidation of joint venture -- (3,127)
Other - net (2,000) 4
-------- --------
Net cash used for investing (27,837) (18,208)
-------- --------
Financing
Borrowings under credit facility, net 74,782 70,998
Purchase of convertible notes (59,832) --
Proceeds from sale of stock and treasury stock 141 210
Debt issuance costs (115) (1,170)
Borrowings (payments) under capital lease obligations, net 1,668 (415)
-------- --------
Net cash provided by financing 16,644 69,623
-------- --------
Net decrease in cash and cash equivalents (864) (6,378)
Cash and cash equivalents at beginning of year 11,814 16,007
-------- --------
Cash and cash equivalents at end of period $ 10,950 $ 9,629
======== ========
</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 unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
statements and should be read in conjunction with the Company's Annual Report on
Form 10-K for the fiscal year ended January 29, 2000. The unaudited financial
statements include all adjustments (consisting of normal recurring accruals)
which are, in the opinion of management, necessary for a fair presentation.
Results of operations for the period are not necessarily indicative of the
results to be expected for the full year.
Certain amounts in the prior year's financial statements have been
reclassified to conform to the current year's presentation.
Note 2: Restructuring Reserves
In the fourth quarter of 1999, the Company recorded store exit costs of
$8.9 million. Of this charge, $6.2 million related to the Company's five
remaining stores in Canada, which were closed in the first quarter of 2000. As a
result, the Company's results of operations for the 13 weeks ended July 29, 2000
include a nominal operating loss from the Canadian subsidiary, compared to sales
of $7.1 million and an operating loss of $0.4 million for the same period in the
prior year. For the 26 weeks ended July 29, 2000, Canadian store sales were $3.4
million and operating income was $0.6 million, as compared to sales of $13.1
million and an operating loss of $1.2 million for the same period in the prior
year. The balance of the 1999 store exit charge related to two store closures in
the United States and, to a lesser extent, the adjustment of reserves
established for the 1998 and 1997 store closing plans. The Company closed one
domestic location in the second quarter of 2000, and expects to close the second
in the third quarter of 2000.
The Company recorded store exit costs of $39.4 million and $4.3 million
in 1998 and 1997, respectively. During the first quarter of 1999, the Company
closed fifteen underperforming stores, including two in Canada, pursuant to the
1998 store exit plan. The 1997 plan related to three store closures completed in
early 1998, and to the consolidation of two off-site receiving facilities into
the Company's regional distribution center, which opened in November 1997.
During the second quarter of 2000, the Company paid $2.6 million, $1.9
million and $0.1 million under the 1999, 1998 and 1997 plans, respectively.
Payments related primarily to the Company's remaining obligation under store
leases, or for the assignment or termination of such leases. Activity in store
exit reserves for the 26 weeks ended July 29, 2000 was as follows:
<TABLE>
<CAPTION>
Lease and
Related Fixed Employee
(in thousands) Obligations Assets Severance Other Total
----------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance at January 29, 2000 $ 32,472 $ 274 $ 248 $ 809 $ 33,803
Payments (8,565) (1) (248) (445) (9,259)
-------- -------- -------- -------- --------
Balance at July 29, 2000 $ 23,907 $ 273 $ -- $ 364 $ 24,544
======== ======== ======== ======== ========
</TABLE>
6
<PAGE>
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3: Income Taxes
Exclusive of income taxes on extraordinary gains, the Company expects
that it will have a nominal effective income tax rate in fiscal 2000 due to net
operating loss carryforwards and other tax deductions, which are available to
offset taxable income. Accordingly, no provision for income taxes was recorded
in the second quarter of 2000. In the first quarter of 2000, the Company
recorded a $2.0 million tax provision for estimated alternative minimum taxes
related to the first quarter extraordinary gain on early extinguishment of debt.
The Company does not expect that the additional gain in the second quarter of
2000 will increase its estimated alternative minimum tax obligation, and has
therefore recorded no tax provision on this gain.
Note 4: Earnings Per Share
The Company calculates earnings per share ("EPS") in accordance with
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per
Share", which requires a dual presentation of basic and diluted EPS. 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 29, July 25, July 29, July 25,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Basic EPS Computation
Income (loss) before extraordinary gain $ 6,743 $ 2,265 $ (1,476) $ 795
-------- -------- -------- --------
Weighted average common shares 32,280 31,949 32,250 31,925
-------- -------- -------- --------
Basic earnings (loss) before extraordinary gain
per common share $ .21 $ .07 $ (.04) $ .02
======== ======== ======== ========
Diluted EPS Computation (a)
Income (loss) before extraordinary gain $ 6,743 $ 2,265 $ (1,476) $ 795
-------- -------- -------- --------
Weighted average common shares 32,280 31,949 32,250 31,925
Effect of stock options 3 98 2 146
-------- -------- -------- --------
Total shares 32,283 32,047 32,252 32,071
-------- -------- -------- --------
Diluted earnings (loss) before extraordinary gain
per common share $ .21 $ .07 $ (.04) $ .02
======== ======== ======== ========
</TABLE>
(a) The calculation of diluted EPS excludes interest expense and potential
shares related to the conversion rights granted to holders of the Company's
5.25% Convertible Subordinated Notes (the "Notes"), which would have an
antidilutive effect in all periods presented.
7
<PAGE>
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5: 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 and minimum pension liability
adjustments. The Company's comprehensive income consists of net income and
foreign currency translation adjustments. Comprehensive income was $8.1 million
and $17.4 million for the 13 and 26 weeks ended July 29, 2000, respectively,
compared to $2.1 million and $0.7 million for the same period of the prior year.
Note 6: Extraordinary Gain
In the second quarter of 2000, the Company recorded an extraordinary
gain of $1.4 million on the purchase of $5.1 million principal amount of the
Notes for $3.6 million. As a result of its purchases through July 29, 2000, the
Company's outstanding obligation under the Notes, which mature in September
2001, has been reduced to approximately $45 million.
Note 7: Revolving Credit Facility
In August 2000, the Company amended its revolving credit facility (the
"Credit Facility") to increase its committed line of credit from $275 million to
$335 million. In conjunction with this increase, the Company mortgaged 19 owned
store locations, with a net book value of $83.5 million, to supplement its
existing pledge of inventory and accounts receivable. The Credit Facility
provided for an interest rate margin on Eurodollar loans ranging from 1.75% to
2.25%, based on Collateral Availability. Under the amendment, the Company agreed
to pay interest at a 2.25% margin through January 31, 2001, after which the rate
will once again be determined with reference to Collateral Availability. The
Company was paying interest at a 2.00% margin over Eurodollar rates prior to the
amendment. The Credit Facility, which matures in September 2003, is provided by
a group of lenders led by Fleet Retail Finance Inc.
Borrowings outstanding as of July 29, 2000 have been classified as
long-term debt in the accompanying financial statements based upon the terms and
structure of the Credit Facility.
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 statement of operations data as a
percent of sales for the periods indicated.
<TABLE>
<CAPTION>
13 Weeks Ended 26 Weeks Ended
------------------- -------------------
July 29, July 25, July 29, July 25,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Cost of merchandise sold, including
buying and occupancy costs 72.7 73.8 74.0 74.0
----- ----- ----- -----
Gross margin 27.3 26.2 26.0 26.0
License fees and rental income (0.2) (0.1) (0.2) (0.1)
Selling, general and administrative expenses 24.2 24.1 24.9 25.4
Pre-opening expense 0.2 0.1 0.2 0.2
Goodwill amortization -- 0.1 -- 0.1
Corporate restructuring -- -- -- (0.1)
----- ----- ----- -----
Operating income 3.1 2.0 1.1 0.5
Interest, net 1.4 1.0 1.3 1.0
Gain on deconsolidation of joint venture -- -- -- (0.7)
----- ----- ----- -----
Income (loss) before income taxes and
extraordinary gain 1.7 1.0 (0.2) 0.2
Income tax expense -- 0.4 -- 0.1
Extraordinary gain, net of tax 0.4 -- 2.5 --
------ ----- ----- -----
Net income 2.1% 0.6% 2.3% 0.1%
===== ===== ===== =====
</TABLE>
The following table sets forth the Company's store openings and closings for the
periods indicated.
13 Weeks Ended 26 Weeks Ended
------------------ -----------------
July 29, July 25, July 29, July 25,
2000 1999 2000 1999
-------- -------- -------- -------
Beginning number of stores (a) 197 200 201 226
Openings 3 - 4 2
Closings (a) (1) - (6) (15)
Deconsolidation of joint venture - - - (13)
--- --- --- ---
Ending number of stores 199 200 199 200
=== === === ===
(a) The beginning number of stores and closed stores for the 13 and 26
weeks ended July 29, 2000 exclude two clearance stores opened on a test
basis in previously closed store sites. The clearance stores were closed in
the second quarter of 2000.
9
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
13 Weeks Ended July 29, 2000 and July 25, 1999
Sales for the 13 weeks ended July 29, 2000 were $389.5 million, a $4.0
million, or 1.0%, increase from sales of $385.5 million for the same period in
the prior year. During 1999 and 2000, the Company closed a total of 21 stores
pursuant to its store closing plans. Sales in the prior period include $8.1
million from closed stores, compared to $0.5 million in the current period, a
decrease of $7.6 million.
Excluding the impact of store closings, sales increased $11.6 million,
or 3.0%. Of this increase, $5.5 million, or 1.4%, was attributable to store
openings in 1999 and 2000 which had no comparable sales in the prior year, and
$7.4 million, or 2.0%, was due to an increase in comparable store sales from
continuing stores. In deriving comparable store sales, sales in the 1999 period
were adjusted to reflect the impact of adding six days to the Company's fiscal
calendar in 1999, such that comparable days are included in the measurement.
This adjustment accounted for the remaining change in sales of ($1.3) million,
or (0.4)%.
The increase in comparable store sales reflected improvements in
categories such as fitness, bikes and ladies apparel. Footwear, a significant
category in the Company's business, also reversed a negative trend with positive
results in the second quarter. The improvement in comparable store sales is
attributable to a number of turnaround initiatives executed by the Company in
recent months, including changes in its advertising, pricing and buying
strategies. Additionally, certain markets realized a lift in sales as a result
of store closings by a major competitor in late 1999 and early 2000.
License fees and rental income was $0.7 million, or 0.2% of sales, for
the 13 weeks ended July 29, 2000, compared to $0.3 million, or 0.1% of sales,
for the same period in the prior year. License fees consist principally of
royalty fee income under a license agreement between the Company and Mega Sports
Co., Ltd. ("Mega Sports"), a joint venture which operates The Sports Authority
Stores in Japan and in which the Company owns 8.4%. Royalty fees under this
agreement totaled $0.6 million and $0.3 million for the thirteen weeks ended
July 29, 2000 and July 25, 1999, respectively. The Company also has a license
agreement with TheSportsAuthority.com, a joint venture which operates the
e-commerce business of the Company and in which the Company owns 19.9%. Royalty
fees under this agreement were nominal in the current period.
Cost of merchandise sold, including buying and occupancy costs, was
$283.4 million, or 72.7% of sales, for the 13 weeks ended July 29, 2000,
compared to $284.4 million, or 73.8% of sales, for the same period in the prior
year, resulting in a 1.1% of sales increase in gross margin. The increase in
gross margin reflected improvement in the management of inventory markdowns, as
well as increased purchase markons in select categories based on an analysis of
pricing elasticity.
Selling, general and administrative (SG&A) expenses for the 13 weeks
ended July 29, 2000 were $94.1 million, or 24.2% of sales, as compared to $93.0
million, or 24.1% of sales, for the same period in the prior year. Bonus expense
increased 0.7% of sales due to reductions in bonus reserves in the 1999 period.
Additionally, other store expense increased 0.4% of sales, due primarily to an
increase in discounts offered at the point of sale for promotional events such
as the rollout of the Company's private label credit card, and an increase in
the discount rate offered employees. These increases were largely offset by a
reduction in advertising expenditures due to elimination of select ROP events
and non-utilization of discretionary budgeted dollars.
Pre-opening expense for the 13 weeks ended July 29, 2000 was $0.7
million, or 0.2% of sales, compared to $0.2 million, or 0.1% of sales, for the
same period in the prior year. Pre-opening expenses consist principally of store
payroll expense for associate training and store preparation, occupancy costs
and grand-opening advertising expenditures. Expense in the current period
included costs for three stores opened during the second quarter of 2000,
compared to the prior period which included expense for one store that opened in
the third quarter of 1999.
10
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
In 1999, the Company changed its method of evaluating the
recoverability of goodwill from the undiscounted cash flow method to the market
value method. The change in method resulted in the write off of the remaining
carrying value of the Company's goodwill of $46.9 million. For the 13 weeks
ended July 25, 1999, goodwill amortization was $0.5 million, or 0.1% of sales.
Interest, net for the 13 weeks ended July 29, 2000 was $5.3 million, or
1.4% of sales, compared to $4.0 million, or 1.0% of sales, for the same period
in the prior year. The increase in expense reflected: i) financing of the Notes
purchases with higher rate borrowings under the Credit Facility, and ii) an
increase in market rates combined with an increase in the interest rate margin
charged under the Credit Facility.
Exclusive of income taxes on extraordinary gains, the Company
anticipates that it will have a nominal effective income tax rate for fiscal
2000 due to net operating loss carryforwards and tax deductible timing
differences, which are available to offset taxable income. Accordingly, no
provision for income taxes was recorded in the second quarter of 2000. Income
tax expense was $1.5 million, at an effective tax rate of 40.0%, for the same
period of the prior year.
In the second quarter of 2000, the Company recorded an extraordinary
gain of $1.4 million on the purchase of $5.1 million principal amount of the
Notes for $3.6 million. In the first quarter of 2000, the Company recorded a
$2.0 million provision for estimated alternative minimum taxes related to the
first quarter extraordinary gain of $19.2 million. The Company does not expect
that the additional gain in the second quarter of 2000 will increase its
estimated alternative minimum tax obligation, and has therefore recorded no tax
provision on this gain.
As a result of the foregoing factors, net income for the 13 weeks ended
July 29, 2000 was $8.2 million, or 2.1% of sales, compared to $2.3 million, or
0.6% of sales, for the same period in the prior year. Operating results for the
second quarter of 1999 include sales of $7.1 million and an operating loss of
$0.4 million from the Company's Canadian subsidiary. The Company closed its five
remaining Canadian locations in the first quarter of 2000.
26 Weeks Ended July 29, 2000 and July 25, 1999
Sales for the 26 weeks ended July 29, 2000 were $743.8 million, a $1.7
million, or 0.2%, increase from sales of $742.1 million for the same period in
the prior year. Sales in the 1999 period include $24.2 million from closed
stores, compared to $6.3 million in the current period, a decrease of $17.9
million.
Excluding the impact of store closings, sales increased $19.6 million,
or 2.7%. Of this increase, $9.5 million, or 1.3%, was attributable to store
openings in 1999 and 2000 which had no comparable sales in the prior year, and
$8.4 million, or 1.2%, was due to an increase in comparable store sales from
continuing stores. In deriving comparable store sales, the sales base was
adjusted to reflect: i) in the first quarter, the reduction in the Company's
hunting business due to discontinuance of handgun sales and other assortment
reductions, and ii) the impact of adding six days to the Company's fiscal
calendar in 1999, such that comparable days are included in the measurement year
over year. These adjustments account for the remaining increase in sales of $1.7
million, or 0.2%.
Comparable store sales trends have improved gradually since the fourth
quarter of 1999, in response to the execution of a number of turnaround
initiatives related to advertising, pricing and buying strategies. The majority
of merchandise categories showed positive results, led by footwear, ladies
activewear and fitness. Outdoor categories such as hunting and camping, however,
continued to underperform.
11
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
License fees and rental income was $1.3 million, or 0.2% of sales, for
the 26 weeks ended July 29, 2000, compared to $0.8 million, or 0.1% of sales,
for the same period in the prior year. Royalty fees under the Mega Sports
license agreement were $1.1 million and $0.7 million for the 26 weeks ended July
29, 2000 and July 25, 1999, respectively. Royalty fees under
TheSportsAuthority.com agreement were nominal.
Cost of merchandise sold, including buying and occupancy, was $550.4
million, or 74.0% of sales, for the 26 weeks ended July 29, 2000, compared to
$549.4 million, or 74.0% of sales, for the same period in the prior year,
producing gross margin unchanged year over year at 26.0% of sales. Merchandise
costs reflected a modest decrease of 0.4% of sales, primarily due to a reduction
in inventory markdowns. This reduction was offset by an increase in occupancy
costs due, in part, to the sale-leaseback of eight owned properties completed in
the fourth quarter of 1999.
SG&A expenses for the 26 weeks ended July 29, 2000 were $184.8 million,
or 24.9% of sales, as compared to $188.2 million, or 25.4% of sales, for the
same period in the prior year. The decrease in expense reflected a planned
reduction in advertising expenditures of 1.0% of sales, combined with a decrease
in depreciation expense of 0.6% of sales as a result of the fourth quarter 1999
fixed asset impairment charge. These reductions were partially offset by an 0.8%
of sales increase in corporate G&A expenses due, in part, to training costs and
consulting fees related to the conversion of the Company's merchandise
management systems and an advertising effectiveness study.
Corporate restructuring was ($0.7) million, or (0.1%) of sales, for the
26 weeks ended July 25, 1999. During the third quarter of 1998, the Company
accrued $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 26 weeks ended July 29, 2000 was $9.6 million, or
1.3% of sales, compared to $7.6 million, or 1.0% of sales, for the same period
in the prior year. The increase in expense reflected: i) financing of the Notes
purchases with higher rate borrowings under the Credit Facility, and ii) an
increase in market rates combined with an increase in the interest rate margin
charged under the Credit Facility.
In the first quarter of 1999, the Company recorded a gain on
deconsolidation of its Japanese joint venture of $5.0 million, or 0.7% of sales.
Exclusive of income taxes on extraordinary gains, the Company
anticipates that it will have a nominal effective tax rate for fiscal 2000 due
to net operating loss carryforwards and tax deductible timing differences, which
are available to offset taxable income. In fiscal 2000, the Company recorded a
$2.0 million tax provision for estimated alternative minimum taxes related to
the extraordinary gain on early extinguishment of debt. For the 1999 period,
income tax expense was $0.5 million, at an effective tax rate of 37.2%.
During the 26 weeks ended July 29, 2000, the Company recorded an
extraordinary gain of $18.6 million, net of tax, related to the purchase of
$81.1 million principal amount of the Notes for $59.8 million.
As a result of the foregoing factors, net income for the 26 weeks ended
July 26, 2000 was $17.2 million, or 2.3% of sales, as compared to $0.8 million,
or 0.1% of sales, for the same period in the prior year. In the first quarter of
2000, the Company closed its five remaining Canadian stores pursuant to its
announced store exit plan. The Company's results of operations include sales of
$3.4 million and $13.1 million, and operating income (loss) of $0.6 million and
($1.2 million), for the 26 weeks ended July 29, 2000 and July 25, 1999,
respectively, related to the Canadian subsidiary.
12
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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 and for capital expenditures on hardware and software upgrades,
store refurbishment and new store openings. For the 26 weeks ended July 29,
2000, these capital requirements were generally funded by operations and by
borrowings under the Credit Facility. Cash flows generated by (used for)
operating, investing and financing activities for the 26 weeks ended July 29,
2000 and July 25, 1999 are summarized below. The net decrease in cash and cash
equivalents was $0.9 million in the current period, compared to $6.4 million for
the same period in the prior year.
Net cash provided by operations was $10.3 million for the 26 weeks
ended July 29, 2000, compared to a net use of cash of $57.8 million for the same
period in the prior year. The increase in cash flow in the current period was
largely attributable to operating income before depreciation and amortization of
$18.3 million, only partially offset by an increase in inventory, net of
accounts payable, of $11.1 million. The net increase in inventory was
significantly below the increase of $46.6 million in the same period of the
prior year, reflecting a reduction in inventory levels year over year and a
decline in the percentage of inventory financed by accounts payable. Accounts
payable financing decreased from 41.5% as of July 25, 1999 to 30.9% at the end
of the current period, due to an accelerated payment cycle and timing of
merchandise purchases.
Net cash used for investing was $27.8 million for the 26 weeks ended
July 29, 2000, compared to $18.2 million for the same period in the prior year.
Capital expenditures in the first 26 weeks of 2000 totaled $25.8 million, and
included $13.6 million for hardware and software upgrades, $5.8 million for
refurbishment of existing stores, and $5.2 million for new store openings. The
remaining capital expenditures of $1.2 million were used for improvements at the
regional distribution center and corporate office. Other, net expenditures of
$2.0 million related to the purchase of two store leases from a competitor.
Net cash provided by financing was $16.6 million for the 26 weeks ended
July 29, 2000, compared to $69.6 million for the same period in the prior year.
The lower level of external financing was due principally to an increase in
operating cash flow, which was available to fund approximately 40% of capital
expenditures. Conversely, in the 1999 period, external financing was required to
fund the operating cash deficit of $57.8 million as well as capital expenditures
of $18.2 million. The Company relied principally on borrowings under the Credit
Facility to finance the Notes purchases in fiscal 2000.
In August 2000, the Company amended the Credit Facility to increase its
committed line of credit from $275 million to $335 million. In conjunction with
this increase, the Company mortgaged real estate covering 19 owned store sites,
with a net book value of $83.5 million, which supplements its existing pledge of
inventory and accounts receivable under the Credit Facility. Based on the terms
and structure of the amended agreement, borrowings outstanding under the Credit
Facility as of July 29, 2000 are classified as long-term debt in the
accompanying financial statements. The Credit Facility matures in September
2003.
The Company's working capital at July 29, 2000 was $193.9 million,
compared to $63.5 million at July 25, 1999, an increase of $130.4 million. Of
this increase, $120.4 million relates to the classification of borrowings under
the Credit Facility as long-term debt at July 29, 2000, versus current debt at
July 25, 1999.
In 1999 the Company substantially curtailed its expansion strategy, and
plans to similarly limit expansion in 2000. The Company plans to open five
stores in 2000, of which two are relocations of existing stores, and intends to
finance these stores with operating leases. The Company estimates its capital
expenditures in 2000 will be approximately $32 to $35 million, related primarily
to refurbishing existing stores and upgrading information systems.
13
<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 and
the increased liquidity provided by the enhancement of its Credit Facility will
be sufficient to fund working capital and finance capital expenditures through
the next 12 months.
Seasonality and Inflation
The Company's annual business is seasonal, with higher sales and
correlated profits occurring in the second and fourth quarters. In fiscal 1999,
the Company's sales trended as follows: 23.9% in the first quarter, 25.8% in the
second quarter, 21.9% in the third quarter and 28.4% in the fourth quarter.
Management does not believe inflation had a material effect on the
financial statements for the periods presented.
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
athletic footwear, apparel and sporting equipment and the Company's particular
merchandise mix and retail locations; the Company's ability to effectively
implement its merchandising, marketing, store expansion and refurbishment,
electronic commerce and other strategies; competition from other retailers
(including internet and direct manufacturer sales); unseasonable weather;
fluctuating sales margins; product availability; and capital spending levels.
The Company undertakes no obligation to release publicly the results of any
revisions to these forward looking statements to reflect events or circumstances
after the date such statements were made.
14
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THE SPORTS AUTHORITY, INC.
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders held on June 1, 2000 and, with
respect to proposal (iii), at an Adjournment Meeting held on June 27, 2000, the
stockholders of the Company: (i) elected three Class III Directors, (ii)
approved the 2000 Stock Option and Stock Award Plan, (iii) approved the
amendment of the Director Stock Plan, and (iv) ratified the appointment of Ernst
& Young LLP as independent accountants for the Company for the fiscal year
ending February 3, 2001. The results of these votes were as follows:
Broker
(i) Director Nominees - Class III For Withheld Non-Votes
----------------------------- --- -------- ---------
A. David Brown 24,645,324 3,113,842 --
Mary Elizabeth Burton 24,639,022 3,120,145 --
Carol Farmer 24,639,097 3,120,069 --
Other Directors whose term of office continued after the meeting
are as follows:
Class I Charles H. Moore
Julius W. Erving
Martin E. Hanaka
Class II Nicholas A. Buoniconti*
Cynthia R. Cohen
Steve Dougherty
Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
(ii) 2000 Stock Option Plan and
Stock Award Plan 10,646,424 1,523,343 173,462 15,384,627
Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
(iii) Amendment of
Director Stock Plan 13,062,954 3,021,073 245,916 11,435,003
Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
(iv) Ratification of Accountants 27,295,529 280,725 182,913 --
* Mr. Buoniconti resigned as a Director on June 1, 2000.
15
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THE SPORTS AUTHORITY, INC.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
See Index to Exhibits on Page 18
(b) Reports on Form 8-K:
None
16
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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 12, 2000 By: /S/ GEORGE R. MIHALKO
-----------------
George R. Mihalko
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
17
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INDEX TO EXHIBITS
Exhibits
--------
10.1 Amended and Restated Loan and Security Agreement, dated August 3, 2000.
27.1 Financial Data Schedule
18
