Exhibit 99.1
Dick’s Sporting Goods Reports Second Quarter Results, Operating Income Increases 95% Over Prior Year Proforma
PITTSBURGH, Pa., August 16, 2005 — Dick’s Sporting Goods, Inc. (NYSE: DKS) today reported sales and earnings results for the second quarter ended July 30, 2005, with earnings at the high end of guidance.
Second Quarter Results
The Company reported net income for the second quarter ended July 30, 2005, excluding merger integration and store closing costs and gain on sale of investment, of $24.2 million, or $0.45 per share, as compared to earnings guidance provided on May 17, 2005 of $0.43 - 0.45 per share excluding merger integration and store closing costs. This compares to GAAP net income and earnings per share of $17.9 million and $0.34, respectively, and proforma, combined company net income and earnings per share of $11.0 million and $0.21, respectively, for the second quarter ended July 31, 2004.
Including after-tax merger integration and store closing costs of $3.2 million, or $0.06 per share, and after-tax gain on sale of investment of $1.1 million, or $0.02 per share, the Company reported net income for the second quarter ended July 30, 2005 of $22.1 million, or $0.41 per share as compared to earnings guidance of $0.37 - $0.39 per share including merger integration and store closing costs.
Total sales for the quarter increased 50% over last year to $622.0 million due to a comparable store sales increase of 0.5%, the opening of new stores, and the inclusion of the former Galyan’s operations in this year’s quarterly results for the full 13 weeks. The former Galyan’s stores will be included in the comparable store base beginning in the second quarter of fiscal 2006.
During the second quarter, the Company opened three stores and relocated one store. The stores that opened in the second quarter include: Toledo, OH, Greenville, SC and Pittsburgh, PA. One of the three new stores was the two-level prototype (Toledo, OH). The relocated store was in Dayton, OH.
As of July 30, 2005, the Company operated 239 stores, with approximately 13.8 million square feet, in 34 states.
“We are pleased to report results at the high end of our earnings guidance. We continued to execute in the second quarter, increasing operating income by 95% over last year’s proforma results. Inventory was effectively managed with inventory per square foot decreasing by 3% over last year,” said Edward W. Stack, Chairman & CEO.
Year-to-Date Results
Net income for the 26 weeks ended July 30, 2005, excluding merger integration and store closing costs and gain on sale of investment, was $36.3 million, or $0.67 per share. Including after-tax merger integration and store closing costs of $22.7 million, or $0.42 per share, and after-tax gain on sale of investment of $1.1 million, or $0.02 per share, the Company reported net income for the 26 weeks ended July 30, 2005 of $14.8 million, or $0.27 per share. This compares to GAAP net income and earnings per
share of $28.5 million and $0.54, respectively, and proforma, combined company net income and earnings per share of $16.1 million and $0.31, respectively, for the 26 weeks ended July 31, 2004.
Total sales for the 26 weeks ended July 30, 2005 increased 53% over last year to $1,192.8. Comparable store sales increased 1.7%.
Galyan’s Conversion
The conversion, re-merchandising, and grand re-opening of the former Galyan’s stores to Dick’s stores was completed in the first quarter of 2005. Since the conversion is completed, the former Galyan’s stores will be included in the comp store sales base beginning in the second quarter of fiscal 2006.
The Company closed the final store due to the acquisition in the second quarter of 2005.
The Company is lowering expected total merger integration and store closing costs from $70 million to $65 million, of which $37.8 million was incurred in the first two quarters of 2005, and $20.3 million in 2004. The balance of the costs, which relate to future lease payments on closed stores, will be incurred in 2006 and beyond. Merger integration and store closing costs primarily include the expense of closing Dick’s stores, advertising the re-branding of Galyan’s stores, recruiting, system conversion costs, and duplicative costs such as corporate occupancy.
2005 Outlook
The Company’s current outlook for 2005 is based on current expectations and includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act as described later in this release. Although the Company believes that comments reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.
Full Year 2005
| • | | Earnings guidance is being revised to $1.70 - 1.75 per share which is the original guidance provided in the June 21, 2004 press release announcing the Galyan’s acquisition, versus our most recent guidance of $1.82 - 1.87. This represents an approximate 48% increase over proforma, combined company earnings per share for the full year 2004 of $1.17, excluding merger integration and store closing costs and gain on sale of investment. Including merger integration and store closing costs, earnings guidance is $1.27 - 1.32 per share. Guidance is based on an estimated 55 million shares outstanding. |
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| | | Guidance is being revised due to a sales shortfall to our plan in the former Galyan’s stores. The stores are behaving more similar to a new Dick’s store in a new market, when we had anticipated they would outperform a new Dick’s store. Key business categories, such as golf and athletic footwear have increased substantially over historic Galyan’s levels, but have performed below our plan. Our ad support for the former Galyan’s stores has not been as aggressive as in the Dick’s stores, which contributed to the sales shortfall while providing expense savings. The advertising frequency has been less than the traditional Dick’s program, which will change in the third quarter, and it will be identical to the standard program in the fourth quarter. |
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| • | | Comparable store sales are expected to increase approximately 2%. The converted Galyan’s stores will be included in the comparable store base in the second quarter of fiscal 2006, as the re-branding and re-merchandising effort of all converted Galyan’s stores has been completed as of the end of the first quarter 2005. |
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| • | | The Company now expects to open 26 new stores in 2005. As of the end of the second quarter, the Company closed six stores (five Dick’s stores and one Galyan’s store) due to overlap, completing that aspect of the conversion. |
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| • | | Our 2005 full-year EPS guidance excludes the impact of expensing stock options as the SEC has amended the compliance date for SFAS 123R. We are planning to implement the provisions of SFAS 123R beginning in fiscal 2006. |
Third Quarter 2005
| • | | Based on an estimated 55 million shares outstanding, the Company anticipates EPS for the third quarter of $0.06 - $0.08 per share. This compares to the third quarter 2004 GAAP net loss per share of $(0.04), or earnings per share of $0.05, excluding merger integration and store closing costs. |
| • | | Comparable store sales are expected to increase approximately 1-2%. |
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| • | | The Company expects to open 16 new stores and relocate two stores in the third quarter. |
Conference Call Info
The Company will be hosting a conference call today at 10:00 am Eastern time to discuss the second quarter results. Investors will have the opportunity to listen to the earnings conference call over the internet through the Company’s web site located at http://www.dickssportinggoods.com/investors. To listen to the live call, please go to the web site at least fifteen minutes early to register, download and install any necessary audio software.
For those who cannot listen to the live broadcast, the webcast will be archived on the Company’s web site for approximately 30 days. In addition, a dial-in replay will be available shortly after the call. To listen, investors should dial (888) 286-8010 (domestic callers) or (617) 801-6888 (international callers) and enter confirmation code 28548981. The dial-in replay will be available for 30 days following the live call.
Forward Looking Statements and Merger Integration and Store Closing Cost Estimates
Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “guidance,” “estimate,” “intend,” “predict,” and “continue” or similar words. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks and uncertainties are more fully described in the Company’s Annual Report on Form 10-K for the year ended January 29, 2005 as filed with the Securities and Exchange Commission on March 31, 2005, ones associated with combining businesses and achieving expected savings and synergies (including annualized cost savings and merchandise buying improvements) and/or with assimilating acquired companies and ones associated with the fact that merger integration and store closing costs related to the Galyan’s acquisition are difficult to predict with a level of certainty and may be greater than expected. The Company disclaims any obligation to update any such factors or to publicly announce results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
About Dick’s Sporting Goods, Inc.
Pittsburgh-based Dick’s Sporting Goods, Inc. is an authentic full-line sporting goods retailer offering a broad assortment of brand name sporting goods equipment, apparel, and footwear in a specialty store environment. As of July 30, 2005 the Company operated 239 stores in 34 states primarily throughout the Eastern half of the U.S.
Dick’s Sporting Goods, Inc. news releases are available at http://www.dickssportinggoods.com/ (click on the Investor Relations link at the bottom of the home page).
Contact:
Michael F. Hines, EVP — Chief Financial Officer or
Dennis Magulick, Director, Investor Relations
724-273-3400
investors@dcsg.com
DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME — UNAUDITED
(Dollars in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | 13 Weeks Ended | | | 26 Weeks Ended | |
| | July 30, | | | July 31, | | | July 30, | | | July 31, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
Net sales | | $ | 621,972 | | | $ | 416,135 | | | $ | 1,192,815 | | | $ | 780,342 | |
Cost of goods sold, including occupancy and distribution costs | | | 447,556 | | | | 296,971 | | | | 866,427 | | | | 558,420 | |
| | | | | | | | | | | | |
GROSS PROFIT | | | 174,416 | | | | 119,164 | | | | 326,388 | | | | 221,922 | |
|
Selling, general and administrative expenses | | | 129,449 | | | | 85,864 | | | | 255,718 | | | | 168,031 | |
Pre-opening expenses | | | 1,592 | | | | 2,443 | | | | 4,237 | | | | 5,712 | |
Merger integration and store closing costs | | | 5,309 | | | | 52 | | | | 37,790 | | | | 52 | |
| | | | | | | | | | | | |
INCOME FROM OPERATIONS | | | 38,066 | | | | 30,805 | | | | 28,643 | | | | 48,127 | |
|
Gain on sale of investment | | | (1,844 | ) | | | — | | | | (1,844 | ) | | | — | |
Interest expense, net | | | 3,079 | | | | 959 | | | | 5,875 | | | | 1,601 | |
Other income | | | — | | | | — | | | | — | | | | (1,000 | ) |
| | | | | | | | | | | | |
INCOME BEFORE INCOME TAXES | | | 36,831 | | | | 29,846 | | | | 24,612 | | | | 47,526 | |
|
Provision for income taxes | | | 14,733 | | | | 11,938 | | | | 9,845 | | | | 19,010 | |
| | | | | | | | | | | | |
NET INCOME | | $ | 22,098 | | | $ | 17,908 | | | $ | 14,767 | | | $ | 28,516 | |
| | | | | | | | | | | | |
EARNINGS PER COMMON SHARE: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.44 | | | $ | 0.38 | | | $ | 0.30 | | | $ | 0.60 | |
Diluted | | $ | 0.41 | | | $ | 0.34 | | | $ | 0.27 | | | $ | 0.54 | |
| | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | | | | | | | | | | | | |
Basic | | | 49,750 | | | | 47,693 | | | | 49,418 | | | | 47,503 | |
Diluted | | | 54,115 | | | | 52,627 | | | | 53,902 | | | | 52,506 | |
DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS — UNAUDITED
(Dollars in thousands)
| | | | | | | | | | | | |
| | July 30, | | | July 31, | | | January 29, | |
| | 2005 | | | 2004 | | | 2005 | |
ASSETS | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 29,921 | | | $ | 37,964 | | | $ | 18,886 | |
Accounts receivable, net | | | 41,154 | | | | 37,407 | | | | 30,611 | |
Income taxes receivable | | | 18,139 | | | | — | | | | 7,202 | |
Inventories, net | | | 536,820 | | | | 489,401 | | | | 457,618 | |
Prepaid expenses and other current assets | | | 12,837 | | | | 18,855 | | | | 8,772 | |
Investments | | | — | | | | 20,000 | | | | — | |
Deferred income taxes | | | 5,344 | | | | 34,965 | | | | 7,966 | |
| | | | | | | | | |
Total current assets | | | 644,215 | | | | 638,592 | | | | 531,055 | |
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Property and equipment, net | | | 351,936 | | | | 332,771 | | | | 349,098 | |
Construction in progress — leased facilities | | | 20,695 | | | | 10,492 | | | | 15,233 | |
Goodwill | | | 156,252 | | | | 159,398 | | | | 157,245 | |
Other assets | | | 38,736 | | | | 26,904 | | | | 32,417 | |
| | | | | | | | | |
TOTAL ASSETS | | $ | 1,211,834 | | | $ | 1,168,157 | | | $ | 1,085,048 | |
| | | | | | | | | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | |
Accounts payable | | $ | 272,858 | | | $ | 286,974 | | | $ | 211,685 | |
Accrued expenses | | | 119,217 | | | | 136,189 | | | | 141,465 | |
Deferred revenue and other liabilities | | | 39,099 | | | | 36,837 | | | | 48,882 | |
Income taxes payable | | | — | | | | 1,570 | | | | — | |
Current portion of other long-term debt and capital leases | | | 560 | | | | 603 | | | | 635 | |
| | | | | | | | | |
Total current liabilities | | | 431,734 | | | | 462,173 | | | | 402,667 | |
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LONG-TERM LIABILITIES: | | | | | | | | | | | | |
Senior convertible notes | | | 172,500 | | | | 172,500 | | | | 172,500 | |
Revolving credit borrowings | | | 121,206 | | | | 159,657 | | | | 76,094 | |
Other long-term debt and capital leases | | | 8,427 | | | | 14,886 | | | | 8,775 | |
Non-cash obligations for construction in progress — leased facilities | | | 20,695 | | | | 10,492 | | | | 15,233 | |
Deferred income taxes | | | — | | | | 5,168 | | | | — | |
Deferred revenue and other liabilities | | | 105,600 | | | | 83,953 | | | | 96,112 | |
| | | | | | | | | |
Total long-term liabilities | | | 428,428 | | | | 446,656 | | | | 368,714 | |
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COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY: | | | | | | | | | | | | |
Preferred stock | | | — | | | | — | | | | — | |
Common stock | | | 362 | | | | 339 | | | | 348 | |
Class B common stock | | | 139 | | | | 141 | | | | 140 | |
Additional paid-in capital | | | 204,458 | | | | 166,214 | | | | 181,321 | |
Retained earnings | | | 144,629 | | | | 89,473 | | | | 129,862 | |
Accumulated other comprehensive income | | | 2,084 | | | | 3,161 | | | | 1,996 | |
| | | | | | | | | |
Total stockholders’ equity | | | 351,672 | | | | 259,328 | | | | 313,667 | |
| | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 1,211,834 | | | $ | 1,168,157 | | | $ | 1,085,048 | |
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DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
(Dollars in thousands)
| | | | | | | | |
| | 26 Weeks Ended | |
| | July 30, | | | July 31, | |
| | 2005 | | | 2004 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
Net income | | $ | 14,767 | | | $ | 28,516 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 24,324 | | | | 8,493 | |
Deferred income taxes | | | (2,738 | ) | | | (769 | ) |
Tax benefit from exercise of stock options | | | 13,452 | | | | 6,074 | |
Gain on sale of non-cash investment | | | (1,844 | ) | | | — | |
Other non-cash items | | | 1,216 | | | | — | |
Changes in assets and liabilities: | | | | | | | | |
Accounts receivable | | | (13,146 | ) | | | (12,640 | ) |
Inventories | | | (78,994 | ) | | | (81,808 | ) |
Prepaid expenses and other assets | | | (3,237 | ) | | | (4,312 | ) |
Accounts payable | | | 47,094 | | | | 56,322 | |
Accrued expenses | | | (5,727 | ) | | | (2,915 | ) |
Income taxes payable | | | — | | | | 3,199 | |
Deferred construction allowances | | | 1,594 | | | | 13,982 | |
Deferred revenue and other liabilities | | | 3,379 | | | | (9,856 | ) |
| | | | | | |
Net cash provided by operating activities | | | 140 | | | | 4,286 | |
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CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
Capital expenditures | | | (69,521 | ) | | | (40,644 | ) |
Proceeds from sale-leaseback transactions | | | 12,262 | | | | 20,835 | |
Payment for the purchase of Galyan’s, net of $17,931 cash acquired | | | — | | | | (347,091 | ) |
Purchase of held-to-maturity securities | | | — | | | | (57,942 | ) |
Proceeds from sale of held-to-maturity securities | | | — | | | | 37,942 | |
Increase in recoverable costs from developed properties | | | (2,007 | ) | | | (447 | ) |
Proceeds from sale of non-cash investment | | | 1,922 | | | | — | |
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Net cash used in investing activities | | | (57,344 | ) | | | (387,347 | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from issuance of convertible notes | | | — | | | | 172,500 | |
Revolving credit borrowings, net | | | 45,112 | | | | 159,657 | |
Payments on other long-term debt and capital leases | | | (274 | ) | | | (249 | ) |
Payment for purchase of bond hedge | | | — | | | | (33,120 | ) |
Proceeds from issuance of warrant | | | — | | | | 12,420 | |
Transaction costs for convertible notes | | | — | | | | (5,786 | ) |
Proceeds from sale of common stock under employee stock purchase plan | | | 2,135 | | | | 1,763 | |
Proceeds from exercise of stock options | | | 6,347 | | | | 2,122 | |
Increase in bank overdraft | | | 14,919 | | | | 18,044 | |
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Net cash provided by financing activities | | | 68,239 | | | | 327,351 | |
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | 11,035 | | | | (55,710 | ) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | | 18,886 | | | | 93,674 | |
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CASH AND CASH EQUIVALENTS, END OF PERIOD | | $ | 29,921 | | | $ | 37,964 | |
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Supplemental non-cash investing and financing activities: | | | | | | | | |
Construction in progress — leased facilities | | $ | 5,462 | | | $ | (435 | ) |
Accrued property and equipment | | $ | (14,203 | ) | | $ | — | |
DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED
(In thousands, except per share data)
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| | | | | | | | | | | | | | Proforma (1) | |
| | 13 Weeks Ended | | | 13 Weeks Ended | |
| | July 30, 2005 | | | July 31, 2004 | |
| | | | | | Merger | | | Results excluding | | | | | | | | | | |
| | | | | | Integration and | | | Merger | | | | | | | | | | |
| | | | | | Store Closing | | | Integration and | | | Dick’s | | | Galyan’s | | | | |
| | GAAP | | | Costs and | | | Store Closing Costs | | | Sporting | | | Trading | | | | |
| | Results | | | Investment Gain | | | and Investment Gain | | | Goods, Inc. | | | Company, Inc. | | | Consolidated | |
Net sales | | $ | 621,972 | | | $ | — | | | $ | 621,972 | | | $ | 409,298 | | | $ | 189,118 | | | $ | 598,416 | |
Cost of goods sold, including occupancy and distribution costs | | | 447,556 | | | | — | | | | 447,556 | | | | 291,553 | | | | 145,252 | | | | 436,805 | |
| | | | | | | | | | | | | | | | | | |
GROSS PROFIT | | | 174,416 | | | | — | | | | 174,416 | | | | 117,745 | | | | 43,866 | | | | 161,611 | |
% to sales | | | | | | | | | | | 28.04 | % | | | | | | | | | | | 27.01 | % |
Selling, general and administrative expenses | | | 129,449 | | | | — | | | | 129,449 | | | | 84,702 | | | | 51,663 | | | | 136,365 | |
Pre-opening expenses | | | 1,592 | | | | — | | | | 1,592 | | | | 2,397 | | | | 542 | | | | 2,939 | |
Merger integration and store closing costs | | | 5,309 | | | | (5,309 | ) | | | — | | | | 52 | | | | — | | | | 52 | |
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INCOME (LOSS) FROM OPERATIONS | | | 38,066 | | | | 5,309 | | | | 43,375 | | | | 30,594 | | | | (8,339 | ) | | | 22,255 | |
% to sales | | | | | | | | | | | 6.97 | % | | | | | | | | | | | 3.72 | % |
Gain on sale of investment | | | (1,844 | ) | | | 1,844 | | | | — | | | | — | | | | — | | | | — | |
Interest expense, net | | | 3,079 | | | | — | | | | 3,079 | | | | 959 | | | | 2,933 | | | | 3,892 | |
Other income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
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INCOME (LOSS) BEFORE INCOME TAXES | | | 36,831 | | | | 3,465 | | | | 40,296 | | | | 29,635 | | | | (11,272 | ) | | | 18,363 | |
Provision (benefit) for income taxes | | | 14,733 | | | | 1,386 | | | | 16,119 | | | | 11,854 | | | | (4,509 | ) | | | 7,345 | |
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NET INCOME | | $ | 22,098 | | | $ | 2,079 | | | $ | 24,177 | | | $ | 17,781 | | | $ | (6,763 | ) | | $ | 11,018 | |
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EARNINGS PER COMMON SHARE: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.44 | | | | | | | $ | 0.49 | | | $ | 0.37 | | | | | | | $ | 0.23 | |
Diluted | | $ | 0.41 | | | | | | | $ | 0.45 | | | $ | 0.34 | | | | | | | $ | 0.21 | |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 49,750 | | | | | | | | 49,750 | | | | 47,693 | | | | | | | | 47,693 | |
Diluted | | | 54,115 | | | | | | | | 54,115 | | | | 52,627 | | | | | | | | 52,627 | |
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(1) | | The unaudited proforma results present information as if Galyan’s had been acquired at the beginning of each period presented. The proforma amounts include certain reclassifications to Galyan’s amounts to conform them to the Company’s presentation, and an increase in pre-tax interest expense of $2.0 million, to reflect the increase in borrowings under the amended credit facility to finance the acquisition as if it had occurred at the beginning of each period presented. The proforma amounts do not reflect any benefits from economies which might be achieved from combining the operations. The proforma information does not necessarily reflect the actual results that would have occurred had the companies been combined during the periods presented, nor is it necessarily indicative of the future results of operations of the combined companies. |
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DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED (In thousands, except per share data) |
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| | | | | | | | | | | | | | Proforma (1) | |
| | 26 Weeks Ended | | | 26 Weeks Ended | |
| | July 30, 2005 | | | July 31, 2004 | |
| | | | | | Merger | | | Results excluding | | | | | | | | | | |
| | | | | | Integration and | | | Merger | | | | | | | | | | |
| | | | | | Store Closing | | | Integration and | | | Dick's | | | Galyan's | | | | |
| | GAAP | | | Costs and | | | Store Closing Costs | | | Sporting | | | Trading | | | | |
| | Results | | | Investment Gain | | | and Investment Gain | | | Goods, Inc. | | | Company, Inc. | | | Consolidated | |
Net sales | | $ | 1,192,815 | | | $ | — | | | $ | 1,192,815 | | | $ | 773,505 | | | $ | 346,080 | | | $ | 1,119,585 | |
Cost of goods sold, including occupancy and distribution costs | | | 866,427 | | | | — | | | | 866,427 | | | | 553,002 | | | | 265,774 | | | | 818,776 | |
| | | | | | | | | | | | | | | | | | |
GROSS PROFIT | | | 326,388 | | | | — | | | | 326,388 | | | | 220,503 | | | | 80,306 | | | | 300,809 | |
% to sales | | | | | | | | | | | 27.36 | % | | | | | | | | | | | 26.87 | % |
Selling, general and administrative expenses | | | 255,718 | | | | — | | | | 255,718 | | | | 166,869 | | | | 92,763 | | | | 259,632 | |
Pre-opening expenses | | | 4,237 | | | | — | | | | 4,237 | | | | 5,666 | | | | 2,323 | | | | 7,989 | |
Merger integration and store closing costs | | | 37,790 | | | | (37,790 | ) | | | — | | | | 52 | | | | — | | | | 52 | |
| | | | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM OPERATIONS | | | 28,643 | | | | 37,790 | | | | 66,433 | | | | 47,916 | | | | (14,780 | ) | | | 33,136 | |
% to sales | | | | | | | | | | | 5.57 | % | | | | | | | | | | | 2.96 | % |
Gain on sale of investment | | | (1,844 | ) | | | 1,844 | | | | — | | | | — | | | | — | | | | — | |
Interest expense, net | | | 5,875 | | | | — | | | | 5,875 | | | | 1,601 | | | | 5,764 | | | | 7,365 | |
Other income | | | — | | | | — | | | | — | | | | (1,000 | ) | | | — | | | | (1,000 | ) |
| | | | | | | | | | | | | | | | | | |
INCOME (LOSS) BEFORE INCOME TAXES | | | 24,612 | | | | 35,946 | | | | 60,558 | | | | 47,315 | | | | (20,544 | ) | | | 26,771 | |
Provision (benefit) for income taxes | | | 9,845 | | | | 14,378 | | | | 24,223 | | | | 18,926 | | | | (8,218 | ) | | | 10,708 | |
| | | | | | | | | | | | | | | | | | |
NET INCOME | | $ | 14,767 | | | $ | 21,568 | | | $ | 36,335 | | | $ | 28,389 | | | $ | (12,326 | ) | | $ | 16,063 | |
| | | | | | | | | | | | | | | | | | |
EARNINGS PER COMMON SHARE: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.30 | | | | | | | $ | 0.74 | | | $ | 0.60 | | | | | | | $ | 0.34 | |
Diluted | | $ | 0.27 | | | | | | | $ | 0.67 | | | $ | 0.54 | | | | | | | $ | 0.31 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 49,418 | | | | | | | | 49,418 | | | | 47,503 | | | | | | | | 47,503 | |
Diluted | | | 53,902 | | | | | | | | 53,902 | | | | 52,506 | | | | | | | | 52,506 | |
| | |
(1) | | The unaudited proforma results present information as if Galyan’s had been acquired at the beginning of each period presented. The proforma amounts include certain reclassifications to Galyan’s amounts to conform them to the Company’s presentation, and an increase in pre-tax interest expense of $3.9 million, to reflect the increase in borrowings under the amended credit facility to finance the acquisition as if it had occurred at the beginning of each period presented. The proforma amounts do not reflect any benefits from economies which might be achieved from combining the operations. The proforma information does not necessarily reflect the actual results that would have occurred had the companies been combined during the periods presented, nor is it necessarily indicative of the future results of operations of the combined companies. |
The following represents a reconciliation of beginning and ending stores and square footage for the periods indicated.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal 2005 | | | YTD Q2 Fiscal 2004 | |
| | Q1 | | | Q2 | | | Total | | | Dick's | | | Galyan's | | | Total | |
Beginning stores | | | 234 | | | | 236 | | | | 234 | | | | 163 | | | | 43 | | | | 206 | |
New | | | 7 | | | | 3 | | | | 10 | | | | 10 | | | | 5 | | | | 15 | |
Closed | | | 5 | | | | — | | | | 5 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ending stores | | | 236 | | | | 239 | | | | 239 | | | | 173 | | | | 48 | | | | 221 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Square Footage:
(in millions)
| | | | | | | | | | | | |
| | Dick's | | | Galyan's | | | Total | |
Q2 2003 | | | 7.3 | | | | 3.3 | | | | 10.6 | |
Q3 2003 | | | 7.9 | | | | 3.8 | | | | 11.7 | |
Q4 2003 | | | 7.9 | | | | 3.8 | | | | 11.7 | |
Q1 2004 | | | 8.3 | | | | 4.1 | | | | 12.4 | |
Q2 2004 | | | 8.5 | | | | 4.2 | | | | 12.7 | |
Q3 2004 | | | 9.2 | | | | 4.2 | | | | 13.4 | |
Q4 2004 | | | 9.4 | | | | 4.1 | | | | 13.5 | |
Q1 2005 | | | | | | | | | | | 13.6 | |
Q2 2005 | | | | | | | | | | | 13.8 | |
Regulation G Reconciliations
The following table sets forth the calculation of EBITDA, which is non-GAAP financial information, and reconciles EBITDA to the most directly comparable GAAP information. EBITDA for the 13 weeks ended July 30, 2005 and July 31, 2004 was $51.5 million and $35.0 million, respectively. EBITDA for the 13 weeks ended July 30, 2005, excluding merger integration and store closing costs related to the acquisition of Galyan’s on July 29, 2004, and the gain on sale of investment, was $54.8 million. Proforma EBITDA for the 13 weeks ended July 31, 2004, including Galyan’s as if the acquisition had occurred at the beginning of the period was $34.1 million.
EBITDA should not be considered as an alternative to net income or any other generally accepted accounting principles measure of performance or liquidity. EBITDA, as the Company has calculated it, may not be comparable to similarly titled measures reported by other companies. EBITDA is a key metric used by the Company that provides a measurement of profitability that eliminates the effect of changes resulting from financing decisions, tax regulations, and capital investments.
EBITDA1
(in thousands)
| | | | | | | | | | | | | | | | |
| | | | | | Add: | | | | | | | Results excluding | |
| | | | | | Merger | | | Less: | | | merger integration | |
| | 13 Weeks Ended | | | integration and | | | Gain on sale | | | and store closing | |
| | July 30, 2005 | | | store closing costs | | | of investment | | | costs | |
Net income | | $ | 22,098 | | | $ | 3,185 | | | $ | 1,106 | | | $ | 24,177 | |
Provision for income taxes | | | 14,733 | | | | 2,124 | | | | 738 | | | | 16,119 | |
Interest expense, net | | | 3,079 | | | | — | | | | — | | | | 3,079 | |
Depreciation and amortization | | | 11,545 | | | | (149 | ) | | | — | | | | 11,396 | |
| | | | | | | | | | | | |
EBITDA | | $ | 51,455 | | | $ | 5,160 | | | $ | 1,844 | | | $ | 54,771 | |
| | | | | | | | | | | | |
| | | | |
| | GAAP | |
| | 13 Weeks Ended | |
| | July 31, 2004 | |
Net income | | $ | 17,908 | |
Provision for income taxes | | | 11,938 | |
Interest expense, net | | | 959 | |
Depreciation and amortization | | | 4,197 | |
| | | |
EBITDA | | $ | 35,002 | |
| | | |
| | |
/ 1 | | Presents EBITDA adjusted for merger integration and store closing costs. |
EBITDA (Proforma)2
| | | | | | | | | | | | |
| | | | | | Add: | | | | |
| | Dick's | | | Galyan's | | | Proforma | |
| | 13 Weeks Ended | | | 13 Weeks Ended | | | 13 Weeks Ended | |
| | July 31, 2004 | | | July 31, 2004 | | | July 31, 2004 | |
Net income (loss) | | $ | 17,781 | | | $ | (6,763 | ) | | $ | 11,018 | |
Provision (benefit) for income taxes | | | 11,854 | | | | (4,509 | ) | | | 7,345 | |
Interest expense, net | | | 959 | | | | 2,933 | | | | 3,892 | |
Depreciation and amortization | | | 4,197 | | | | 7,623 | | | | 11,820 | |
| | | | | | | | | |
EBITDA | | $ | 34,791 | | | $ | (716 | ) | | $ | 34,075 | |
| | | | | | | | | |
| | |
/ 2 | | Proforma EBITDA for the 13 week ended July 31, 2004 include the operations of Galyan’s as if it had been acquired at the beginning of the period. The proforma amounts include an increase in interest expense to reflect the increase in borrowings under the amended credit facility to finance the acquisition as if it had occurred at the beginning of the period. |
Adjusted net income and earnings per share reconciliation
The Company believes the use of adjusted net income, and adjusted earnings per share for the periods below provides a further understanding due to the merger integration and store closing costs incurred during the current year related to the acquisition of Galyan’s on July 29, 2004 and the gain on sale of investment. The reconciliation of adjusted net income, and adjusted earnings per share to the most directly comparable GAAP financial information is presented below. (in thousands, except per share data):
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Proforma 1 | |
| | 52 Weeks Ended | | | 52 Weeks Ended | |
| | January 29, 2005 | | | January 29, 2005 | |
| | | | | | Per | | | | | | | Per | |
| | Amounts | | | Share | | | Amounts | | | Share | |
Reported net income (GAAP) | | $ | 68,905 | | | $ | 1.30 | | | $ | 68,905 | | | $ | 1.30 | |
Add: Merger integration and store closing costs, after tax | | | 12,202 | | | | 0.23 | | | | 12,202 | | | | 0.23 | |
Less: Gain on sale of investment, after tax | | | (6,589 | ) | | | (0.12 | ) | | | (6,589 | ) | | | (0.12 | ) |
Less: Galyan’s net loss | | | — | | | | — | | | | (12,453 | ) | | | (0.24 | ) |
| | | | | | | | | | | | |
Adjusted net income | | $ | 74,518 | | | $ | 1.41 | | | $ | 62,065 | | | $ | 1.17 | |
| | | | | | | | | | | | |
| | |
1 | | Proforma includes the operations of Galyan’s as if it had been acquired at the beginning of fiscal 2004. |
EPS Guidance
The EPS guidance for fiscal 2005 excludes merger integration and store closing costs. The following table sets forth a reconciliation of guidance net income per share to adjusted net income per share excluding merger integration and store closing costs, after tax:
| | | | |
| | 52 Weeks Ended | |
| | January 28, 2006 | |
Guidance net income per share | | $ | 1.27 - 1.32 | |
Guidance merger integration and store closing costs per share | | | 0.43 | |
Guidance adjusted net income per share excluding | | | | |
| | | |
merger integration and store closing costs | | $ | 1.70 - 1.75 | |
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