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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 August 3, 2002
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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
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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 _____
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Number of shares of Common Stock outstanding at September 13, 2002: 32,823,507
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THE SPORTS AUTHORITY, INC.
INDEX TO FORM 10-Q
Page Number
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4: Controls and Procedures 15
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
CERTIFICATIONS 17
INDEX TO EXHIBITS 18
2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE SPORTS AUTHORITY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
13 Weeks Ended 26 Weeks Ended
--------------------------- ----------------------------
August 3, August 4, August 3, August 4,
2002 2001 2002 2001
---------- ------------ ------------ ------------
(Unaudited) (Unaudited)
Sales $ 375,781 $ 370,780 $ 729,259 $ 710,151
License fee income 1,086 854 2,090 1,570
----------- ------------ ------------ ------------
376,867 371,634 731,349 711,721
----------- ----------- ------------ ------------
Cost of merchandise sold, including
buying and occupancy costs 269,466 266,556 528,129 517,811
Selling, general and administrative expenses 96,380 92,656 188,736 181,803
Pre-opening expense 463 - 987 -
----------- ------------ ------------ ------------
366,309 359,212 717,852 699,614
----------- ------------ ------------ ------------
Store exit costs - 1,583 - 1,583
Corporate restructuring - - - 800
----------- ------------ ------------ ------------
Operating income 10,558 10,839 13,497 9,724
Interest expense, net (1,271) (3,585) (2,506) (8,514)
----------- ------------ ------------ ------------
Income before extraordinary gain and cumulative effect
of change in accounting principle 9,287 7,254 10,991 1,210
Extraordinary gain, net of tax - 327 - 548
Cumulative effect of change in accounting principle - - - (503)
----------- ------------ ------------ ------------
Net income $ 9,287 $ 7,581 $ 10,991 $ 1,255
=========== ============ ============ ============
Earnings per common share-basic
Income before extraordinary gain and cumulative
effect of change in accounting principle $ 0.28 $ 0.22 $ 0.34 $ 0.04
Extraordinary gain - 0.01 - 0.02
Cumulative effect of change in accounting principle - - - (0.02)
----------- ------------ ------------ ------------
Net income $ 0.28 $ 0.23 $ 0.34 $ 0.04
=========== ============ ============ ============
Earnings per common share-diluted
Income before extraordinary gain and cumulative
effect of change in accounting principle $ 0.27 $ 0.22 $ 0.32 $ 0.04
Extraordinary gain - 0.01 - 0.02
Cumulative effect of change in accounting principle - - - (0.02)
----------- ------------ ------------ ------------
Net income $ 0.27 $ 0.23 $ 0.32 $ 0.04
=========== ============ ============ ============
Weighted average common shares outstanding:
Basic 32,797 32,614 32,749 32,581
=========== ============ ============ ============
Diluted 34,205 32,839 34,169 32,750
=========== ============ ============ ============
See accompanying Notes to Consolidated Financial Statements.
3
THE SPORTS AUTHORITY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
August 3, February 2,
2002 2002
------------ ------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 9,387 $ 8,028
Merchandise inventories 372,900 358,119
Receivables and other current assets 43,327 45,522
----------- ------------
Total current assets 425,614 411,669
Net property and equipment 142,038 150,451
Other assets and deferred charges 38,292 39,037
----------- ------------
Total assets $ 605,944 $ 601,157
=========== ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable - trade $ 124,775 $ 105,906
Accrued payroll and other liabilities 97,047 100,686
Current debt 622 999
Taxes other than income taxes 13,926 10,372
Income taxes 3,257 4,968
----------- ------------
Total current liabilities 239,627 222,931
Long-term debt 156,329 179,333
Other long-term liabilities 43,051 43,770
----------- ------------
Total liabilities 439,007 446,034
Stockholders' equity:
Common stock, $.01 par value, 100,000 shares
authorized, 32,865 and 32,707 shares issued, respectively 329 327
Additional paid-in-capital 253,776 253,044
Deferred compensation (279) (395)
Accumulated deficit (86,342) (97,333)
Treasury stock, 59 and 56 shares at cost, respectively (547) (520)
----------- ------------
Total stockholders' equity 166,937 155,123
----------- ------------
Total liabilities and stockholders' equity $ 605,944 $ 601,157
=========== ============
See accompanying Notes to Consolidated Financial Statements.
4
THE SPORTS AUTHORITY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
26 Weeks Ended
---------------------------
August 3, August 4,
2002 2001
------------ ------------
(Unaudited)
Cash provided by (used for):
Operations
Net income $ 10,991 $ 1,255
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization 19,837 21,263
Extraordinary gain, net of tax - (548)
Cumulative effect of change in accounting principle - 503
Store closing costs - 1,583
Corporate restructuring - 800
Cash provided by (used for) current assets and liabilities:
Change in receivables and other current assets 198 (1,833)
Change in merchandise inventories (14,781) 32,461
Change in accounts payable - trade 18,872 23,609
Change in accrued payroll and other liabilities (3,639) (23,276)
Other - net 1,178 (3,674)
---------- -----------
Net cash provided by operations 32,656 52,143
---------- -----------
Investing
Capital expenditures (16,404) (8,297)
Net proceeds from sale of property and equipment 5,885 -
Proceeds from sale of securities 1,997 -
---------- -----------
Net cash used for investing activities (8,522) (8,297)
---------- -----------
Financing
Borrowings under credit facility, net (22,886) (10,161)
Purchase of convertible notes - (31,406)
Proceeds from sale of stock and treasury stock 707 132
Debt issuance costs (100) (134)
Borrowings under capital lease obligations, net (496) (514)
---------- -----------
Net cash used for financing activities (22,775) (42,083)
---------- -----------
Net increase in cash and cash equivalents 1,359 1,763
Cash and cash equivalents at beginning of year 8,028 7,535
---------- -----------
Cash and cash equivalents at end of period $ 9,387 $ 9,298
========== ===========
See accompanying Notes to Consolidated Financial Statements.
5
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 February 2, 2002. 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: Recent Accounting Pronouncements
In the first quarter of 2002, the Company adopted Financial Accounting
Standards Board ("FASB") Statement No. 144 ("SFAS 144"), "Accounting for the
Impairment or Disposal of Long-Lived Assets," which supersedes SFAS 121. SFAS
144 retains many of the provisions of SFAS 121 with respect to assets held for
use, but significantly changes the criteria for classifying assets as held for
sale. Additionally, SFAS 144 expands the scope of discontinued operations to
include more disposal transactions. The adoption of the statement did not affect
the Company's financial position or results of operations as of August 3, 2002
or for the 13 and 26 weeks then ended, respectively.
In July 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations," which requires capitalization of any retirement costs as part of
the total cost of the related long-lived asset. Adoption of SFAS 143 is required
for years beginning after June 15, 2002. The Company has not yet completed its
evaluation of the impact of adopting this Statement.
In June 2002, the FASB issued SFAS 146, "Obligations Associated with Exit
or Disposal Activities." SFAS 146 requires companies to record a liability for
costs associated with an exit activity when that liability is incurred and can
be measured at fair value. SFAS 146 is required for exit activities initiated
after December 31, 2002. The Company does not expect that the implementation of
SFAS 146 will have a material impact on its financial position or results of
operations.
Note 3: Restructuring Reserves
The Company regularly evaluates the adequacy of its store exit reserves
based on recent broker analyses, general economic conditions, current trends in
the real estate market, and historical experience with respect to marketing its
closed store sites. No adjustments to existing store exit reserves have been
recorded in 2002 based on a determination that such reserves are currently
adequate and appropriate. No plans for store closures have been approved in
2002.
In 2001, the Company recorded store exit costs of $5.6 million related to
the adjustment of reserves for previously closed stores, $1.6 million of which
was recorded in the second quarter. The aggregate charge related to: (i) revised
estimates of the time to market remaining idle properties and anticipated
sublease rates, (ii) payment of lease termination fees for two previously closed
store sites which exceeded the recorded obligations for these stores, partially
offset by (iii) a reversal of reserves for one store which the Company reopened
in May 2002.
6
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company recorded store exit costs of $2.8 million, $8.9 million and
$39.4 million in 2000, 1999 and 1998, respectively. The 2000 charge related
principally to a $4.0 million increase in reserves established under prior store
exit plans based on changes in the estimated time and rate to sublease or assign
certain locations. The charge was partially offset by a net $1.2 million gain on
the lease termination of one store approved for closure in 2000 pursuant to a
favorable lease buy-out agreement. This store closed in the fourth quarter of
2000.
The 1999 charge related primarily to closure of five Canadian and two U.S.
stores. The Canadian stores were closed in the first quarter of 2000, and the
two U.S. stores by the end of the third quarter of 2000. The 1998 charge related
to the announced closure of 18 underperforming stores, including two in Canada.
As a result of favorable market and lease factors, the Company decided not to
close three stores and reversed its exit reserves for these stores in 1999. The
remaining 15 stores were closed in the first quarter of 1999. As a result of its
store closures, the Company ceased its Canadian operations in 2000.
To date, the Company has assigned or terminated its lease obligations at 13
stores, and entered into long-term subleases at three others. The Company is
actively marketing its remaining closed store sites, which include five leased
and two owned properties. Following is a summary of activity in the store exit
reserves for the 26 weeks ended August 3, 2002.
Lease and
Related
(in thousands) Obligations Other Total
---------------------------------------
Balance at February 2, 2002 $ 12,922 $ 480 $ 13,402
Payments (2,911) (114) (3,025)
Sublease income 947 33 980
----------- ---------- ---------
Balance at August 3, 2002 $ 10,958 $ 399 $ 11,357
=========== ========== ==========
Note 4: Earnings Per Share
The Company calculates earnings per share ("EPS") in accordance with SFAS
128, "Earnings Per Share", which requires a dual presentation of basic and
diluted EPS.
7
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the numerators and denominators of the basic and
diluted EPS computations is presented below:
13 Weeks Ended 26 Weeks Ended
---------------------------- -----------------------------
(in thousands, except per share data) August 3, August 4, August 3, August 4,
2002 2001 2002 2001
-------------- ----------- ------------ ------------
Basic EPS Computation
Income before extraordinary gain and cumulative
effect of change in accounting principle $ 9,287 $ 7,254 $ 10,991 $ 1,210
------------ ----------- ------------ ------------
Weighted average common shares 32,797 32,614 32,749 32,581
------------ ----------- ------------ ------------
Basic earnings before extraordinary gain and
cumulative effect of change in accounting principle
per common share $ .28 $ .22 $ .34 $ .04
============ =========== ============ ============
Diluted EPS Computation
Income before extraordinary gain and cumulative
effect of change in accounting principle $ 9,287 $ 7,254 $ 10,991 $ 1,210
------------ ----------- ------------ ------------
Weighted average common shares 32,797 32,614 32,749 32,581
Effect of stock options 1,408 225 1,420 169
------------ ----------- ------------ ------------
Total shares 34,205 32,839 34,169 32,750
------------ ----------- ------------ ------------
Diluted earnings before extraordinary gain and
cumulative effect of change in accounting principle
per common share $ .27 $ .22 $ .32 $ .04
============ =========== ============ ============
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, gains and losses on available-for-sale
securities, and minimum pension liability adjustments. For the 13 and 26 weeks
ended August 3, 2002 and August 4, 2001, respectively, the Company had no other
comprehensive income items.
Note 6: Income Taxes
No tax provision was recorded in the 13 and 26 weeks ended August 3, 2002
since the Company expects that it will have a nominal effective tax rate in 2002
due to the availability of federal and state net operating loss carryforwards,
as well as the reversal of other tax deductible temporary differences. In 1999,
the Company recorded a valuation allowance on 100% of its net deferred tax
assets based on a presumption that such tax assets would not be realized due to
recurring losses experienced at that time. As of February 2, 2002, the remaining
valuation allowance was $49.6 million, which will be reduced as the deferred tax
assets are realized or when the Company has generated sufficient income to
overcome the presumption that such assets will not be realized.
8
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 income data as a
percent of sales for the periods indicated.
13 Weeks Ended 26 Weeks Ended
----------------------------- -----------------------------
August 3, August 4, August 3, August 4,
2002 2001 2002 2001
------------- ------------ ------------ ------------
Sales 100.0% 100.0% 100.0% 100.0%
Cost of merchandise sold, including
buying and occupancy costs 71.7 71.9 72.4 72.9
----------- ----------- ---------- ----------
Gross margin 28.3 28.1 27.6 27.1
License fee income 0.3 0.2 0.3 0.2
Selling, general and administrative expenses 25.7 25.0 25.9 25.6
Pre-opening expense 0.1 - 0.1 -
Store exit costs - 0.4 - 0.2
Corporate restructuring - - - 0.1
----------- ----------- ---------- ----------
Operating income 2.8 2.9 1.9 1.4
Interest expense, net (0.3) (1.0) (0.4) (1.2)
----------- ----------- ---------- ----------
Income before extraordinary gain and cumulative
effect of change in accounting principle 2.5 1.9 1.5 0.2
Extraordinary gain, net of tax - 0.1 - 0.1
Cumulative effect of change in accounting principle - - - (0.1)
----------- ----------- ---------- ----------
Net income 2.5% 2.0% 1.5% 0.2%
=========== =========== ========== ==========
The following table sets forth the Company's store openings and closings for the
periods indicated.
13 Weeks Ended 26 Weeks Ended
----------------------------- -----------------------------
August 3, August 4, August 3, August 4,
2002 2001 2002 2001
------------- ------------ ------------ ------------
Beginning number of stores 199 198 198 198
Openings 2 - 3 -
Closings - - - -
----------- ---------- ---------- ---------
Ending number of stores 201 198 201 198
----------- ---------- ---------- ---------
9
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
13 Weeks Ended August 3, 2002 and August 4, 2001
Sales for the 13 weeks ended August 3, 2002 were $375.8 million, a $5.0 million,
or 1.3%, increase from sales of $370.8 million for the same period in the prior
year. Of the $5.0 million increase, $4.1 million related to sales from three new
stores and from the recently launched commercial sales and catalog programs.
Comparable store sales increased $0.9 million or 0.2%. The ladies activewear,
fitness and team sports footwear categories continued several consecutive
quarters of improved performance versus the prior year. Additionally, the
bicycle and camping departments produced strong comparable sales gains in the
second quarter. Improvements in these categories were offset by declines in key
summer sports categories such as racquet, golf, hunting and fishing, partially
due to continued macro-economic uncertainty and the resultant pressure on the
retail sector.
License fee income was $1.1 million, or 0.3% of sales, for the 13 weeks
ended August 3, 2002, compared to $0.9 million, or 0.2% of sales, for the same
period in the prior year. License fee income consists principally of royalties
earned under a license agreement between the Company and Mega Sports Co., Ltd.
("Mega Sports"), the Company's Japanese joint venture. Royalties under this
agreement totaled $1.1 million and $0.8 million for the 13 weeks ended August 3,
2002 and August 4, 2001, respectively. The Company also has a license and
e-commerce agreement with GSI Commerce Solutions, Inc., a subsidiary of GSI
Commerce, Inc. ("GSI Commerce"), which operates the e-commerce business of the
Company. Royalty fees under this agreement were nominal in both periods.
Cost of merchandise sold, which includes certain buying and occupancy
costs, was $269.5 million, or 71.7% of sales, for the 13 weeks ended August 3,
2002 compared to $266.6 million, or 71.9% of sales, for the same period in the
prior year. As a result, gross margin improved 20 basis points, from 28.1% in
the 2001 period to 28.3% in 2002. Factors contributing to the increase in gross
margin include: the continued impact of buying and merchandising initiatives,
including vendor bidding, private label and import buying programs; lower
logistics costs due to improved operating efficiencies and improved execution of
vendor compliance programs; and the effect of the Company's conversion from the
retail inventory method of accounting to the cost method in the first quarter of
2001. As a result of this conversion, the Company's ability to precisely measure
at a SKU level the distinct components of inventory and cost of merchandise sold
has significantly increased over time. Initial merchandise margins have improved
under the cost method, reflecting both the more accurate measurement afforded by
the cost method and the ability to utilize such measurements to make better
buying and pricing decisions. In the second quarter of 2002, these improvements
in margin were substantially offset by: an increase in the Company's shrink
rate, which is also believed to be largely attributable to the more accurate
measurement afforded by the cost method of accounting; an increase in the sales
of clearance-marked merchandise in the 2002 period versus 2001; and an increase
in allocated occupancy expenses as a result of the sale-leaseback of ten stores
in October 2001.
Selling, general and administrative ("SG&A") expenses for the 13 weeks
ended August 3, 2002 were $96.4 million, or 25.7% of sales, as compared to $92.7
million, or 25.0% of sales, for the same period in the prior year. The increase
in SG&A expenses was primarily attributable to a $3.1 million increase in bonus
expense, reflecting the Company's improved financial performance in the current
period. Additionally, corporate payroll increased as a result of higher pay
rates and headcount.
The Company opened two new stores during the 13 weeks ended August 3, 2002,
and recorded pre-opening expense of $0.5 million, or 0.1% of sales. Conversely,
the Company opened no new stores during the 13 weeks ended August 4, 2001.
Pre-opening expense consists principally of store payroll expense for associate
training and store preparation, occupancy costs and grand-opening advertising
expenditures.
10
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
No store exit costs were recorded during the second quarter of 2002. In the
second quarter of 2001, the Company entered into a lease termination agreement
for one of its previously closed store sites and recorded store exit costs of
$1.6 million. The charge represented the excess of the lease termination fee
over the recorded obligation for this store.
Net interest expense for the 13 weeks ended August 3, 2002 was $1.3
million, or 0.3% of sales, compared to $3.6 million, or 1.0% of sales, for the
same period in the prior year. The decrease of $2.3 million was due to reduced
borrowings and lower interest rates under the Company's committed revolving
credit facility (the "Credit Facility").
No tax provision or benefit was recorded for the 13 weeks ended August 3,
2002 and August 4, 2001. Exclusive of the anticipated one-time benefit described
below, the Company expects its effective tax rate to be nominal in 2002 due to
the availability of federal and state net operating loss carryforwards and the
reversal of other tax-deductible temporary differences. In 1999, the Company
recorded a valuation allowance on 100% of its net deferred tax assets based on a
presumption that such tax assets would not be realized due to recurring losses
experienced at that time. As of February 2, 2002, the remaining valuation
allowance was $49.6 million, which will be reduced as the deferred tax assets
are realized or when the Company has generated sufficient income to overcome the
presumption that such assets will not be realized. Based on its current earnings
projections, the Company expects to overcome this presumption in the fourth
quarter of 2002. As a result, it expects to reverse substantially all of the
valuation allowance on its deferred tax assets (other than the portion related
to certain state net operating loss carryforwards), resulting in a one-time,
non-cash tax benefit in the range of $35 - $40 million.
During the 13 weeks ended August 4, 2001, the Company purchased $27.3
million principal amount of its Convertible Subordinated Notes (the "Notes") for
$27.0 million, and recorded an extraordinary gain of $0.3 million. The remaining
Notes balance was paid on September 17, 2001.
Net income for the 13 weeks ended August 3, 2002 was $9.3 million, or 2.5%
of sales, compared to $7.6 million, or 2.0% of sales, for the same period of the
prior year.
26 Weeks Ended August 3, 2002 and August 4, 2001
Sales for the 26 weeks ended August 3, 2002 were $729.3 million, a $19.1
million, or 2.7%, increase from sales of $710.2 million for the same period in
the prior year. The sales increase reflected a $14.0 million, or 2.0%, increase
in comparable store sales, and a $5.1 million increase from three new stores and
the commercial sales and catalog programs. The Company benefited from comparable
sales increases in several merchandise categories, including fitness, ladies
activewear, team sports footwear, camping and general merchandise. These
increases reflect improvements in the Company's assortment, merchandise display
and advertising programs, as well as the popularity of fitness items such as
hand-held weights and yoga products. Conversely, sales in outdoor categories
such as marine, fishing and hunting declined versus the prior year due in part
to a decline in tourism in key markets.
License fee income was $2.1 million, or 0.3% of sales, for the 26 weeks
ended August 3, 2002, compared to $1.6 million, or 0.2% of sales, for the same
period in the prior year and consisted mainly of royalties earned under the Mega
Sports license agreement of $1.9 million and $1.4 million, respectively.
Cost of merchandise sold, including buying and occupancy costs, was $528.1
million, or 72.4% of sales, for the 26 weeks ended August 3, 2002, compared to
$517.8 million, or 72.9% of sales, for the same period in the prior year.
Factors contributing to the 50 basis point improvement in gross margin include:
the continued impact of buying and merchandising initiatives, including vendor
bidding, private label and import buying programs; lower logistics costs due to
improved operating efficiencies and improved execution of vendor compliance
programs; and the effect of the Company's conversion from the retail inventory
method of accounting to the cost method in the first quarter of 2001.
11
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
Improvements in merchandise margins were largely offset by an increase in the
Company's shrink rate and an increase in allocated occupancy costs as a result
of the sale-leaseback of ten stores in 2001.
SG&A expenses for the 26 weeks ended August 3, 2002 were $188.7 million, or
25.9% of sales, as compared to $181.8 million, or 25.6% of sales, for the same
period in the prior year. The $6.9 million increase was due to a $7.9 million
increase in bonus expense and a $1.2 million increase in corporate payroll and
benefit expense due to increases in pay rates, headcount and insurance costs.
These expense increases were offset by a decline in store depreciation expense
of $1.2 million due in part to the 2001 sale-leaseback transaction.
The Company opened three new stores during the 26 weeks ended August 3,
2002, and recorded pre-opening expense of $1.0 million or 0.1% of sales. No new
stores were opened during the 26 weeks ended August 4, 2001.
Corporate restructuring costs were $0.8 million, or 0.1% of sales, for the
26 weeks ended August 4, 2001 and related to a restructuring plan to consolidate
certain departmental functions. The Company has satisfied its obligations under
this plan.
During the 2001 period, the Company entered into a lease termination
agreement for one of its previously closed store sites and recorded store exit
costs of $1.6 million, or 0.2% of sales. The charge represented the excess of
the lease termination fee over the recorded obligation for this store.
Net interest expense for the 26 weeks ended August 3, 2002 was $2.5
million, or 0.4% of sales, compared to $8.5 million, or 1.2% of sales, for the
same period in the prior year. The decrease in expense was due to a substantial
decline in interest rates, as well as a reduction in the Company's overall debt
through improved financial performance, the monetization of 10 previously-owned
stores sites through the 2001 sale-leaseback transaction, and the retirement of
the Notes obligation in September 2001.
No tax provision or benefit was recorded for the 26 weeks ended August 3,
2002 and August 4, 2001. Exclusive of the anticipated one-time benefit described
previously, the Company expects its effective tax rate to be nominal in 2002 due
to the availability of federal and state net operating loss carryforwards and
the reversal of other tax-deductible temporary differences.
During the 26 weeks ended August 4, 2001, the Company purchased $31.9
million principal amount of the Notes for $31.4 million, and recorded an
extraordinary gain of $0.5 million.
Net income for the 26 weeks ended August 3, 2002 was $11.0 million, or 1.5%
of sales, as compared to $1.3 million, or 0.2% of sales, for the same period in
the prior year.
Liquidity and Capital Resources
The Company's principal capital requirements are to fund working capital
needs and capital expenditures. For the 26 weeks ended August 3, 2002, these
capital requirements were generally funded by operations. Cash flows generated
by (used for) operating, investing and financing activities for the 26 weeks
ended August 3, 2002 and August 4, 2001 are summarized below.
12
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
Net cash provided by operations was $32.7 million for the 26 weeks ended
August 3, 2002, compared to $52.1 million for the same period in the prior year.
The decrease in cash flow resulted primarily from a $14.8 million increase in
inventory levels during the current period, versus a decrease of $32.5 million
during the same period of the prior year, while the percentage of inventory
financed by accounts payable remained flat at 33.5%. The decline in cash flows
due to inventory purchases was partially offset by a reduction in payments of
accrued payroll and other liabilities, and by an increase in income before
depreciation, amortization and non-cash gains and losses of $6.0 million.
Net cash used for investing activities was $8.5 million for the 26 weeks
ended August 3, 2002 versus $8.3 million for the same period in the prior year.
Capital expenditures were $16.4 million and included $10.1 million for store
refurbishment, $2.5 million for new store openings, $2.4 million for information
systems and $1.3 million for improvements at the corporate headquarters and
distribution centers. During the second quarter of 2002, the Company completed
the sale-leaseback of one store location for net proceeds of $5.9 million,
essentially equivalent to the net book value of the property. The proceeds will
be used to fund a portion of 2002 capital expenditures. The Company also
received proceeds of $2.0 million on the sale of shares of GSI Commerce common
stock. The Company exercised warrants to acquire the shares, which it had
received as a result of its e-commerce relationship with GSI Commerce, in the
fourth quarter of 2001. The shares were sold for net proceeds of $2.5 million,
of which $0.5 million was received in cash in 2001, and the remaining $2.0
million in the first quarter of 2002. As a result of these transactions, the
Company has no further stock or warrant interest in GSI Commerce.
Net cash used for financing activities was $22.8 million for the 26 weeks
ended August 3, 2002, compared to $42.1 million for the same period of the prior
year. Reductions in debt were funded in both periods by operating cash flows,
but to a lesser extent in 2002 since operating cash flows were also used to fund
the higher level of capital spending. At August 3, 2002, borrowings under the
Credit Facility were $156.2 million, and unused availability was $100.1 million.
The Company's working capital at August 3, 2002 was $186.0 million,
compared to $158.7 million at August 4, 2001, an increase of $27.3 million. The
increase was due primarily to a $12.8 million increase in inventory levels year
over year, combined with the retirement of the $12.8 million remaining Notes
obligation in September 2001.
After a period of curtailed new store growth, the Company plans to open six
new stores in 2002, of which three have been opened as of August 3, 2002. All
six stores will be financed with long-term operating leases. As a result of the
cash flow provided by the sale-leaseback transaction in the second quarter of
2002, the Company intends to commence several additional store remodels prior to
year-end. Accordingly, it estimates that full year capital expenditures in 2002
will increase from original estimates of $35 - $40 million to a range of $38 -
$43 million. The Company expects to complete 30 remodels, and to have commenced
seven additional remodels, by year-end.
The Company believes that anticipated cash flows from operations, combined
with borrowings under the Credit Facility, will be sufficient to fund working
capital and finance capital expenditures during 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 2001, the
Company's sales trended as follows: 24.0% in the first quarter, 26.2% in the
second quarter, 21.5% in the third quarter and 28.3% in the fourth quarter.
Management does not believe inflation had a material effect on the
financial statements for the periods presented.
13
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
New Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations,"
which requires capitalization of any retirement costs as part of the total cost
of the related long-lived asset. Adoption of SFAS 143 is required for years
beginning after June 15, 2002. The Company has not yet completed its evaluation
of the impact of adopting this Statement.
In June 2002, the FASB issued SFAS 146, "Obligations Associated with Exit
or Disposal Activities." SFAS 146 requires companies to record a liability for
costs associated with an exit activity when that liability is incurred and can
be measured at fair value. SFAS 146 is required for exit activities initiated
after December 31, 2002. The Company does not expect that the implementation of
SFAS 146 will have a material impact on its financial position or results of
operations.
Critical Accounting Policies
The Company's financial statements are based on the application of critical
accounting policies which may require the use of significant estimates and
judgments. A discussion of critical policies requiring the use of significant
estimates or judgments is included in the Company's Annual Report on Form 10-K
for the year ended February 2, 2002.
Forward-Looking Statements
Certain statements under the heading "Management's Discussion and Analysis"
and elsewhere in this Quarterly Report 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, consumer confidence, changes in
discretionary consumer spending and consumer preferences, particularly as they
relate to sporting goods, athletic footwear and apparel and the Company's
particular merchandise mix and retail locations; the Company's ability to
effectively implement its merchandising, vendor relationship, inventory control,
marketing, store remodeling, electronic commerce, supply chain, logistics and
other strategies; increasing competition from other retailers; unseasonable
weather; fluctuating gross profit margins; product availability; capital
spending levels; and the effects of possible terrorist attacks. 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
THE SPORTS AUTHORITY, INC.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
At August 3, 2002, there had not been a material change in the market
risk information disclosed in the Company's Annual Report on Form 10-K for the
year ended February 2, 2002 under the section entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
Item 4. Controls and Procedures
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, and there were no significant deficiencies or
material weaknesses in the controls which required corrective action.
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
15
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 17, 2002 By: /S/ Martin E. Hanaka
----------------
Martin E. Hanaka
Chairman and
Chief Executive Officer
Date: September 17, 2002 By: /S/ George R. Mihalko
-----------------
George R. Mihalko
Vice Chairman, Chief
Administrative
Officer and Chief
Financial Officer
(Principal Financial
Officer)
Date: September 17, 2002 By: /S/ Todd Weyhrich
-------------
Todd Weyhrich
Senior Vice President and
Controller (Principal
Accounting Officer)
16
CERTIFICATIONS
I, Martin E. Hanaka, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of The Sports Authority,
Inc.;
(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of The Sports Authority, Inc., as of, and for, the periods presented
in this quarterly report;
/S/ MARTIN E. HANAKA
----------------
Martin E. Hanaka
Chairman and
Chief Executive Officer
I, George R. Mihalko, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of The Sports Authority,
Inc.;
(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of The Sports Authority, Inc., as of, and for, the periods presented
in this quarterly report;
/S/ GEORGE R. MIHALKO
-----------------
George R. Mihalko
Vice Chairman, Chief Administrative
Officer and Chief Financial Officer
(Principal Financial Officer)
17
INDEX TO EXHIBITS
Exhibits
99.1 Statement under oath of Principal Executive Officer regarding
facts and circumstances relating to Exchange Act filings.
99.2 Statement under oath of Principal Financial Officer regarding
facts and circumstances relating to Exchange Act filings.
99.3 Certification of Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.4 Certification of Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.