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 October 28, 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 December 12, 2000: 32,393,960
<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 1. Legal Proceedings 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
INDEX TO EXHIBITS 17
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 39 Weeks Ended
--------------------------- ---------------------------
October 28, October 24, October 28, October 24,
2000 1999 2000 1999
----------- ----------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Sales $ 334,809 $ 327,255 $ 1,078,588 $ 1,069,323
License fees and rental income 581 359 1,894 1,162
----------- ----------- ----------- -----------
335,390 327,614 1,080,482 1,070,485
----------- ----------- ----------- -----------
Cost of merchandise sold, including
buying and occupancy costs 244,106 244,026 794,492 793,378
Selling, general and administrative expenses 90,579 96,493 275,403 284,697
Pre-opening expense 331 348 2,131 1,555
Goodwill amortization -- 491 -- 1,472
----------- ----------- ----------- -----------
335,016 341,358 1,072,026 1,081,102
----------- ----------- ----------- -----------
Corporate restructuring -- -- -- (700)
----------- ----------- ----------- -----------
Operating income (loss) 374 (13,744) 8,456 (9,917)
Other (income) expense:
Interest, net 5,023 3,798 14,583 11,360
Gain on deconsolidation of joint venture -- -- -- (5,001)
----------- ----------- ----------- -----------
5,023 3,798 14,583 6,359
----------- ----------- ----------- -----------
Loss before income taxes and extraordinary gain (4,649) (17,542) (6,127) (16,276)
Income tax benefit -- (6,794) -- (6,323)
----------- ----------- ----------- -----------
Loss before extraordinary gain (4,649) (10,748) (6,127) (9,953)
Extraordinary gain, net of tax -- 5,517 18,631 5,517
----------- ----------- ----------- -----------
Net income (loss) $ (4,649) $ (5,231) $ 12,504 $ (4,436)
=========== =========== =========== ===========
Earnings (loss) per common share-basic and diluted
Loss before extraordinary gain $ (0.14) $ (0.33) $ (0.18) $ (0.31)
Extraordinary gain -- 0.17 0.57 0.17
----------- ----------- ----------- -----------
Net income (loss) $ (0.14) $ (0.16) $ 0.39 $ (0.14)
=========== =========== =========== ===========
Weighted average common shares outstanding:
Basic 32,315 31,993 32,271 31,948
=========== =========== =========== ===========
Diluted 32,315 31,993 32,283 31,948
=========== =========== =========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
<PAGE>
THE SPORTS AUTHORITY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
October 28, January 29,
2000 2000
--------- ---------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 7,912 $ 11,814
Merchandise inventories 400,219 347,273
Receivables and other current assets 31,127 55,264
--------- ---------
Total current assets 439,258 414,351
Net property and equipment 217,568 213,638
Other assets and deferred charges 16,841 15,014
--------- ---------
Total assets $ 673,667 $ 643,003
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable - trade $ 138,667 $ 93,584
Accrued payroll and other liabilities 95,100 111,392
Current debt 45,578 130,544
Taxes other than income taxes 13,975 12,894
Income taxes 5,504 3,835
--------- ---------
Total current liabilities 298,824 352,249
Long-term debt 200,752 126,029
Other long-term liabilities 44,578 48,615
--------- ---------
Total liabilities 544,154 526,893
Stockholders' equity:
Common stock, $.01 par value, 100,000 shares
authorized, 32,393 and 32,264 issued, respectively 324 323
Additional paid-in capital 252,218 251,991
Deferred compensation (211) (574)
Accumulated deficit (122,607) (135,109)
Treasury stock, 56 and 55 shares at cost, respectively (520) (521)
Accumulated other comprehensive income 309 --
--------- ---------
Total stockholders' equity 129,513 116,110
--------- ---------
Total liabilities and stockholders' equity $ 673,667 $ 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>
39 Weeks Ended
-------------------------
October 28, October 24,
2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
Cash provided by (used for):
Operations
Loss before extraordinary gain, gross $ (8,127) $ (13,631)
Adjustments to reconcile loss before extraordinary gain
to operating cash flows:
Depreciation and amortization 30,135 35,572
Cumulative translation adjustment 309 27
Gain on deconsolidation of joint venture -- (5,001)
Change in deferred tax assets -- (4,371)
Cash provided by (used for) current assets and liabilities:
Decrease in receivables and other current assets 24,137 6,048
Increase in merchandise inventories (52,946) (76,470)
Increase (decrease) in accounts payable - trade 45,084 (19,056)
Decrease in accrued payroll and other liabilities (16,360) (26,357)
Decrease in other long-term liabilities (4,037) (1,400)
Other - net 2,139 4,226
--------- ---------
Net cash provided by (used for) operations 20,334 (100,413)
--------- ---------
Investing
Capital expenditures (32,301) (21,226)
Proceeds from sale of property and equipment, net -- 36,976
Deconsolidation of joint venture -- (3,127)
Other - net (2,000) (4)
--------- ---------
Net cash (used for) provided by investing (34,301) 12,619
--------- ---------
Financing
Borrowings under credit facility, net 69,580 95,272
Purchase of convertible notes (59,832) (14,259)
Proceeds from sale of stock and treasury stock 204 202
Debt issuance costs (1,177) (1,432)
Borrowings (payments) under capital lease obligations, net 1,290 (552)
--------- ---------
Net cash provided by financing 10,065 79,231
--------- ---------
Net decrease in cash and cash equivalents (3,902) (8,563)
Cash and cash equivalents at beginning of year 11,814 16,007
--------- ---------
Cash and cash equivalents at end of period $ 7,912 $ 7,444
========= =========
</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. The
Company's results of operations for the 13 weeks ended October 24, 1999 include
sales of $5.9 million and an operating loss of $0.6 million from the Canadian
stores. For the 39 weeks ended October 28, 2000, Canadian store sales were $3.4
million and operating income was $0.6 million, as compared to sales of $19
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 had completed
the closure of both domestic locations by October 28, 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 third quarter of 2000, the Company paid $1.5 million, $2.7
million and $0.1 million under the 1999, 1998 and 1997 plans, respectively,
primarily related to the Company's remaining obligation under store leases. The
Company is actively marketing its closed store sites, and executed three
short-term subleases during the third quarter of 2000. Activity in store exit
reserves for the 39 weeks ended October 28, 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 (12,688) (4) (248) (680) (13,620)
Sublease Income 64 -- -- -- 64
-------- -------- -------- -------- --------
Balance at October 28, 2000 $ 19,848 $ 270 $ -- $ 129 $ 20,247
======== ======== ======== ======== ========
</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 third 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.
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 39 Weeks Ended
--------------------- ---------------------
(in thousands, except per share data) October 28, October 24, October 28, October 24,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Basic EPS Computation
Loss before extraordinary gain $ (4,649) $(10,748) $ (6,127) $ (9,953)
-------- -------- -------- --------
Weighted average common shares 32,315 31,993 32,271 31,948
-------- -------- -------- --------
Basic loss before extraordinary gain
per common share $ (.14) $ (.33) $ (.18) $ (.31)
======== ======== ======== ========
Diluted EPS Computation (a)
Loss before extraordinary gain $ (4,649) $(10,748) $ (6,127) $ (9,953)
-------- -------- -------- --------
Weighted average common shares 32,315 31,993 32,271 31,948
Effect of stock options -- -- 12 --
-------- -------- -------- --------
Total shares 32,315 31,993 32,283 31,948
-------- -------- -------- --------
Diluted loss before extraordinary gain
per common share $ (.14) $ (.33) $ (.18) $ (.31)
======== ======== ======== ========
</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. Also, stock
option effects were excluded if inclusion would have been antidilutive.
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 loss was $4.6 million
and comprehensive income was $12.8 million for the 13 and 39 weeks ended October
28, 2000, respectively, compared to a comprehensive loss of $5.1 million and
$4.4 million for the same periods of the prior year.
Note 6: Extraordinary Gain
During the 39 weeks ended October 28, 2000, the Company recorded an
extraordinary gain of $18.6 million, net of tax, on the purchase of $81.1
million principal amount of the Notes for $59.8 million. As a result of its
purchases through October 28, 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 October 28, 2000 have been classified as
long-term debt in the accompanying financial statements based upon the terms and
structure of the Credit Facility.
Note 8: New Accounting Pronouncements
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements," which, among other things, clarifies the conditions necessary to
support recognition of revenue. SAB 101 must be adopted no later than the fourth
quarter of the fiscal year beginning after December 15, 1999. The Company
expects that the adoption of SAB 101 will not have an impact on its financial
position or results of operations.
In May 2000, the Emerging Issues Task Force ("EITF") reached a
consensus in EITF Issue No. 00-14, "Accounting for Certain Sales Incentives."
Under this consensus, the estimated cost of sales incentives such as coupons and
rebates must be treated as a reduction of revenue in the period in which the
related sale is recognized. Currently, the Company classifies the cost of sales
incentives as a component of merchandise costs or as an operating expense,
depending on the incentive. The EITF has deferred the effective date of Issue
No. 00-14 until the quarter beginning after March 15, 2001. The Company expects
that the adoption of Issue No. 00-14 will have no impact on its financial
position or results of operations, other than the reclassification of such
costs in the statement of operations.
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 39 Weeks Ended
---------------------- ----------------------
October 28, October 24, October 28, October 24,
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 72.9 74.6 73.7 74.2
-------- -------- -------- --------
Gross margin 27.1 25.4 26.3 25.8
License fees and rental income (0.2) (0.1) (0.2) (0.1)
Selling, general and administrative expenses 27.1 29.5 25.5 26.6
Pre-opening expense 0.1 0.1 0.2 0.2
Goodwill amortization -- 0.1 -- 0.1
Corporate restructuring -- -- -- (0.1)
-------- -------- -------- --------
Operating income (loss) 0.1 (4.2) 0.8 (0.9)
Interest, net 1.5 1.2 1.4 1.1
Gain on deconsolidation of joint venture -- -- -- (0.5)
-------- -------- -------- --------
Loss before income taxes and extraordinary gain (1.4) (5.4) (0.6) (1.5)
Income tax benefit -- (2.1) -- (0.6)
Extraordinary gain, net of tax -- 1.7 1.7 0.5
-------- -------- -------- --------
Net income (loss) (1.4)% (1.6)% 1.1% (0.4)%
======== ======== ======== ========
</TABLE>
The following table sets forth the Company's store openings and closings for the
periods indicated.
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
---------------------- ----------------------
October 28, October 24, October 28, October 24,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Beginning number of stores (a) 199 200 201 226
Openings 1 1 5 3
Closings (a) (1) -- (7) (15)
Deconsolidation of joint venture -- -- -- (13)
-------- -------- -------- --------
Ending number of stores 199 201 199 201
======== ======== ======== ========
</TABLE>
(a) The beginning number of stores and closed stores for the 13 and 39
weeks ended October 28, 2000 exclude two clearance stores, opened on a
test basis in previously closed store sites, and subsequently reclosed
in the second quarter of 2000. The clearance centers were also excluded
from the 1999 ending number of stores and store openings.
9
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
13 Weeks Ended October 28, 2000 and October 24, 1999
Sales for the 13 weeks ended October 28, 2000 were $334.8 million, a
$7.6 million, or 2.3%, increase from sales of $327.3 million for the same period
in the prior year. During 1999 and 2000, the Company closed a total of 22 stores
pursuant to its store closing plans. Sales in the prior period include $8.8
million from closed stores, compared to $1.6 million in the current period, a
decrease of $7.2 million.
Excluding the impact of store closings, sales increased $14.8 million,
or 4.6%. Of this increase, $5.7 million, or 1.8%, was attributable to store
openings in 1999 and 2000 which had no comparable sales in the prior year, and
$15.7 million, or 4.9%, 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 ($6.6) million,
or (2.1)%.
The increase in comparable store sales reflected continued positive
sales trends in the fitness, bicycles, ladies apparel and footwear categories.
These categories have responded positively to a number of turnaround initiatives
implemented during the year, including an increase in advertising targeted at
female customers, as well as changes in merchandise assortment, price points and
display. The Company has also increased its focus on customer service and
employee training with such initiatives as educational fitness guides and videos
for employees, fitness selection guides for customers, and pocket selling
guides. Comparable store sales also benefited from strong scooter sales during
the current quarter.
License fees and rental income was $0.6 million, or 0.2% of sales, for
the 13 weeks ended October 28, 2000, compared to $0.4 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 $0.5 million and $0.3 million for the thirteen weeks ended
October 28, 2000 and October 24, 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
flat at $244.1 million for the 13 weeks ended October 28, 2000 and October 24,
1999, respectively. As a percent of sales, costs decreased from 74.6% in the
1999 period to 72.9% in the current period, resulting in a 1.7% increase in
gross margin. The decrease in merchandise costs reflected continued markdown
management combined with increases in purchase markons. Additionally, the
Company has begun to realize cost savings as a result of its direct sourcing
initiative launched earlier in fiscal 2000.
Selling, general and administrative (SG&A) expenses for the 13 weeks
ended October 28, 2000 were $90.6 million, or 27.1% of sales, as compared to
$96.5 million, or 29.5% of sales, for the same period in the prior year, a
decrease of 2.4% of sales. Advertising expenditures decreased 1.7% of sales
consistent with the Company's fiscal 2000 advertising plan. Additionally, store
payroll and occupancy costs each decreased approximately 0.3% of sales due
primarily to: (i) a payroll management initiative implemented during the second
quarter of 2000, and (ii) a $1.3 million decline in depreciation expense
resulting from the fourth quarter 1999 impairment charge.
Pre-opening expense was $0.3 million, or 0.1% of sales for the 13 weeks
ended October 28, 2000 and October 24, 1999, respectively. Pre-opening expense
consists principally of payroll for associate training and store preparation,
occupancy costs and grand-opening advertising expenditures. The Company opened
one full-line store in both the current period and prior period.
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 October 24, 1999, goodwill amortization was $0.5 million, or 0.1% of
sales.
Interest, net for the 13 weeks ended October 28, 2000 was $5.0 million,
or 1.5% of sales, compared to $3.8 million, or 1.2% 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 third quarter of 2000. The income
tax benefit was $6.8 million, at an effective tax rate of 38.7%, in the same
period of the prior year.
As a result of the foregoing factors, net loss for the 13 weeks ended
October 28, 2000 was $4.6 million, or 1.4% of sales, compared to $5.2 million,
or 1.6% of sales, for the same period in the prior year. Operating results for
the third quarter of 1999 include sales of $5.9 million and an operating loss of
$0.6 million from the Company's Canadian subsidiary. The Company closed its five
remaining Canadian locations in the first quarter of 2000.
39 Weeks Ended October 28, 2000 and October 24, 1999
Sales for the 39 weeks ended October 28, 2000 were $1,078.6 million, a
$9.3 million, or 0.9%, increase from sales of $1,069.3 million for the same
period in the prior year. Sales in the 1999 period include $36.3 million from
closed stores, compared to $11.7 million in the current period, a decrease of
$24.6 million.
Excluding the impact of store closings, sales increased $33.9 million,
or 3.3%. Of this increase, $14.9 million, or 1.4%, was attributable to store
openings in 1999 and 2000 which had no comparable sales in the prior year, and
$23.4 million, or 2.3%, 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 change in sales of ($4.4)
million, or (0.4%).
Comparable store sales trends have improved gradually since the fourth
quarter of 1999. The execution of a number of turnaround initiatives, including
changes in the Company's advertising, pricing, and buying strategies have led to
strong results in categories such as fitness, ladies activewear and footwear.
While the outdoor categories of hunting and fishing continued to underperform,
the majority of categories showed improvements throughout the year.
License fees and rental income was $1.9 million, or 0.2% of sales, for
the 39 weeks ended October 28, 2000, compared to $1.2 million, or 0.1% of sales,
for the same period in the prior year. Royalty fees under the Mega Sports
license agreement were $1.7 million and $1.1 million for the 39 weeks ended
October 28, 2000 and October 24, 1999, respectively. Royalty fees under
TheSportsAuthority.com agreement were nominal.
11
<PAGE>
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
Cost of merchandise sold (including buying and occupancy) was $794.5
million, or 73.7% of sales, for the 39 weeks ended October 28, 2000, compared to
$793.4 million, or 74.2% of sales, for the same period in the prior year. As a
result, gross margin increased 0.5% of sales, from 25.8% in 1999 to 26.3% in
2000. Merchandise costs decreased 0.9% of sales due to a significant decrease in
inventory markdowns year over year, combined with an increase in purchase
markons. This reduction was partially 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 39 weeks ended October 28, 2000 were $275.4
million, or 25.5% of sales, as compared to $284.7 million, or 26.6% of sales,
for the same period in the prior year. The 1.1% of sales decrease was primarily
due to a 1.2% of sales decrease in advertising expenditures, consistent with the
fiscal 2000 advertising plan, and a 0.5% of sales decrease in depreciation
expense resulting from the fourth quarter 1999 fixed asset impairment charge.
These reductions were partially offset by an 0.7% of sales increase in corporate
G&A expenses due to training and consulting costs incurred in the conversion of
the inventory management system, increases in the Company's self-insured
insurance reserves in light of increased claim costs, and a bonus accrual in the
current period as compared to a reserve takedown in the same period of the prior
year.
Preopening expense was $2.1 million and $1.6 million for the 39 weeks
ended October 28, 2000 and October 24, 1999, respectively. The increase
reflected the increase in store openings, from three full-line stores in the
1999 period to five in 2000.
Corporate restructuring was ($0.7) million, or (0.1%) of sales, for the
39 weeks ended October 24, 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 39 weeks ended October 28, 2000 was $14.6
million, or 1.4% of sales, compared to $11.4 million, or 1.1% 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 0.5% 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 benefit was $6.3 million, at an effective tax rate of 38.8%.
During the 39 weeks ended October 28, 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 39 weeks ended
October 28, 2000 was $12.5 million, or 1.1% of sales, as compared to a net loss
of $4.4 million, or 0.4% 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 $19.0 million, and operating income (loss) of
$0.6 million and ($1.2) million, for the 39 weeks ended October 28, 2000 and
October 24, 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 39 weeks ended October 28,
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 39 weeks ended October 28,
2000 and October 24, 1999 are summarized below. The net decrease in cash and
cash equivalents was $3.9 million in the current period, compared to $8.6
million for the same period in the prior year.
Net cash provided by operations was $20.3 million for the 39 weeks
ended October 28, 2000, compared to a net use of cash of $100.4 million for the
same period in the prior year. The increase in cash flow in the current period
was largely attributable to income before extraordinary gain and depreciation
and amortization of $24.0 million, only partially offset by an increase in
inventory, net of accounts payable, of $7.9 million. By comparison, inventory
net of accounts payable increased by $95.5 million during the 1999 period. This
change reflected a reduction in inventory levels year over year, combined with a
change in inventory financing trends. The percentage of inventory financed by
accounts payable was 34.6% at October 28, 2000, an increase from beginning of
the year financing of 26.9%. Conversely, inventory financing decreased
signficantly in the 1999 period, from 49.0% at the beginning of the year to
33.3% as of October 24, 1999.
Net cash used for investing was $34.3 million for the 39 weeks ended
October 28, 2000, compared to cash provided by investing activities of $12.6
million for the same period in the prior year. Capital expenditures in the first
39 weeks of 2000 totaled $32.3 million, and included $17.3 million for hardware
and software upgrades, $7.7 million for refurbishment of existing stores, $5.8
million for new store openings, and $1.0 million to open a second, West coast
regional distribution center. Software expenditures related primarily to the
conversion of the Company's merchandise management systems, which was completed
during the third quarter of 2000. Other, net expenditures of $2.0 million
related to the purchase of two store leases from a competitor.
Net cash provided by financing was $10.1 million for the 39 weeks ended
October 28, 2000, compared to $79.2 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 60% of capital
and other investment expenditures. Conversely, in the 1999 period, external
financing (combined with proceeds from the sale-leaseback of owned properties)
was required to fund the operating cash deficit of $100.2 million as well as
capital expenditures of $21.2 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 October 28, 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 October 28, 2000 was $140.4 million,
compared to $80.7 million at October 24, 1999, an increase of $59.7 million. The
increase in working capital was primarily a product of changes in the
classification of debt. Borrowings under the Credit Facility (approximately
$199.3 million) were classified as long-term debt at October 28, 2000, while in
1999 borrowings were classified as current debt. Conversely, the remaining Notes
obligation of $44.9 million was classified as current debt at October 28, 2000,
based on a September 2001 maturity.
13
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THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
The Company has substantially completed its capital expansion and
improvement plans for fiscal 2000. It 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 1. Legal Proceedings
On September 15, 2000, the Circuit Court of Cook County,
Illinois, granted the motions of the defendants to dismiss,
with prejudice, the amended complaint of the plaintiffs in
City of Chicago and County of Cook v. Beretta U.S.A. Corp. et
al., in which the plaintiffs sued thirty-three defendants,
including firearms manufacturers and retailers (including the
Company). On October 11, 2000, the plaintiffs filed a notice
of appeal to the Appellate Court of Illinois, First Judicial
District. This proceeding is more fully described in Item 3 of
the Company's Form 10-K for 1999.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
See Index to Exhibits on Page 17
(b) Reports on Form 8-K:
None
15
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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: December 12, 2000 By: /S/ GEORGE R. MIHALKO
-------------------------------
George R. Mihalko
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
16
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INDEX TO EXHIBITS
EXHIBITS DESCRIPTION
-------- -----------
10.1 Director Stock Plan, amended September 12, 2000
10.2 Severance agreement, dated as of October 9, 2000, between The
Company and Elliott Kerbis
27.1 Financial Data Schedule
17
