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 27, 1996
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 9, 1996: 31,449,631
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 8
Part II. OTHER INFORMATION
Item 2. Changes in Securities 16
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
EXHIBITS 19
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 39 WEEKS ENDED
------------------------------ ------------------------------
OCTOBER 27, OCTOBER 22, OCTOBER 27, OCTOBER 22,
1996 1995 1996 1995
------------- ------------ ------------ ------------
(Unaudited) (Unaudited)
Sales $ 292,920 $ 234,200 $ 895,074 $ 724,143
Licensee fees and rental income 224 154 823 771
----------- ----------- ----------- -----------
293,144 234,354 895,897 724,914
----------- ----------- ----------- -----------
Cost of merchandise sold, includes
buying and occupancy costs 209,758 169,491 646,710 529,196
Selling, general and administrative expenses 76,522 59,989 219,602 173,671
Pre-opening expense 3,217 3,240 5,720 4,180
Goodwill amortization 491 491 1,473 1,473
----------- ----------- ----------- -----------
Operating income 3,156 1,143 22,392 16,394
Interest, net 458 89 1,536 365
----------- ----------- ----------- -----------
Income before income taxes 2,698 1,054 20,856 16,029
Income tax expense 1,225 423 8,700 6,817
Minority interest (503) - (1,056) -
----------- ----------- ----------- -----------
Net income $ 1,976 $ 631 $ 13,212 $ 9,212
=========== =========== =========== ===========
Earnings per common share and common
share equivalents $ 0.06 $ 0.02 (1) $ 0.41 $ 0.29 (1)
=========== =========== =========== ===========
Weighted average common shares and common
share equivalents 32,371 31,746 32,073 31,442
=========== =========== =========== ===========
- ------------------
<FN>
(1) Amount adjusted to reflect a three-for-two common stock split distributed on
July 16, 1996 to shareholders of record as of July 1, 1996.
</FN>
See accompanying Notes to Consolidated Financial Statements
3
THE SPORTS AUTHORITY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
OCTOBER 27, JANUARY 28,
1996 1996
----------- -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 65,440 $ 11,752
Merchandise inventories 295,671 248,307
Accounts receivable and other current assets 39,586 30,442
Property held for resale 21,083 21,063
--------- ---------
Total current assets 421,780 311,564
Net property owned 190,919 134,706
Other assets and deferred charges 39,775 22,950
Goodwill - net of accumulated amortization of
$13,168 and $11,697 respectively 53,237 54,708
--------- ---------
Total Assets $ 705,711 $ 523,928
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable - trade $ 151,285 $ 136,344
Accrued payrolls and other liabilities 75,994 73,737
Taxes other than income taxes 9,138 7,438
Income taxes 1,759 10,507
--------- ---------
Total current liabilities 238,176 228,026
Long-term debt 152,146 --
Other long-term liabilities 21,499 18,062
--------- ---------
Total liabilities 411,821 246,088
Minority interest 616 312
Stockholders' equity:
Common stock, $.01 par value, 100,000
shares authorized, 31,489 issued 315 209
Additional paid-in-capital 245,303 241,525
Deferred compensation and receivables
from officers (2,198) (553)
Retained earnings 50,240 37,028
Treasury stock, 39 shares (381) (381)
Cumulative translation adjustment (5) (300)
--------- ---------
Total stockholders' equity 293,274 277,528
--------- ---------
Total Liabilities and
Stockholders' Equity $ 705,711 $ 523,928
========= =========
See accompanying Notes to Consolidated Financial Statements
4
THE SPORTS AUTHORITY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
39 WEEKS ENDED
OCTOBER 27, OCTOBER 22,
1996 1995
------------ -----------
(Unaudited)
CASH PROVIDED BY (USED FOR):
OPERATIONS
Net income $ 13,212 $ 9,212
Adjustments to reconcile net income to
operating cash flows:
Depreciation and amortization 20,526 14,746
Cumulative translation adjustment 295 27
Minority interest in net loss of
Joint Venture (1,056) --
Loss on sale or disposal of fixed
assets 3 --
Increase in long-term liabilities 3,437 2,471
Cash provided by (used for) current
assets and liabilities:
Increase in inventories (47,364) (22,362)
(Increase) decrease in property
held for resale (20) 1,229
Increase (decrease) in accounts payable 14,942 (95)
Other - net (13,917) (5,047)
--------- --------
Net cash (used for) provided by
operations (9,942) 181
--------- --------
INVESTING
Capital expenditures - owned property (74,346) (40,704)
Proceeds from sale of fixed assets 372 --
Other assets and deferred charges (17,649) (15,094)
--------- --------
Net cash used for investing (91,623) (55,798)
--------- --------
FINANCING
Net borrowings under Revolving
Credit Facility -- 31,132
Long-term borrowings 152,146 --
Net proceeds from sale of stock 1,747 2,030
Purchase of treasury stock -- (96)
Minority interest in equity of
Joint Venture 1,360 --
--------- --------
Net cash provided by financing 155,253 33,066
--------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 53,688 (22,551)
Cash and cash equivalents at
beginning of year 11,752 37,115
--------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 65,440 $ 14,564
========= ========
See accompanying Notes to Consolidated Financial Statements
5
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements do not include
all information and footnotes necessary for the annual presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles.
Certain amounts in the prior year's financial statements have been
reclassified to conform to the current year's presentation.
In the opinion of The Sports Authority, Inc. management, all adjustments
necessary for a fair presentation of the results for the interim periods have
been included. All adjustments were of a normal and recurring nature.
NOTE 2: EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENTS
Earnings per common share and common share equivalents equals net income
divided by the number of weighted average common shares outstanding plus common
share equivalents. Common share equivalents includes incremental shares relating
to stock options granted to employees by the Company. The incremental shares are
calculated using the "treasury stock" method. Convertible shares under the
Company's 5.25% Convertible Subordinated Notes (see Note 3) are not considered
common share equivalents for purposes of calculating primary earnings per share.
NOTE 3: LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
OCTOBER 27, OCTOBER 22,
1996 1995
----------- -----------
5.25% Convertible Subordinated Notes $ 149,500 $ -
1.76% Term Loans 2,646 -
----------- -----------
$ 152,146 -
Less current portion - -
----------- -----------
$ 152,146 $ -
=========== ===========
6
THE SPORTS AUTHORITY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONVERTIBLE SUBORDINATED NOTES
In September 1996, the Company issued 5.25% Convertible Subordinated Notes
at a principal amount of $149,500,000. The Notes will mature on September 15,
2001, and are convertible at the option of the holder into shares of the
Company's Common Stock at any time on or after the 90th day following the issue
date until the maturity date, at a conversion price of $32.635 per share,
subject to adjustment in certain events. Interest is payable semi-annually, on
March 15 and September 15 of each year. The notes are redeemable at the option
of the Company at any time on or after September 15, 1999. The Notes are
unsecured obligations of the Company subordinated in right of payment to all
existing and future Senior Indebtedness, as defined in the Indenture pursuant to
which the Notes were issued.
TERM LOANS
In October 1996, Mega Sports Co., Ltd., of which 51% is owned by the Company
and 49% is owned by Jusco Co., Ltd. ("JUSCO"), a major Japanese retailer,
entered into four unsecured term loans with two Japanese banks at a principal
amount of 300,000,000 yen (US $2,646,000). The loans have substantially the same
terms. The loans bear interest at 1.76% per year and mature in their entirety on
October 18, 1999. Interest is due quarterly and is paid in advance. The loans
may not be prepaid without consent of the banks. The loans contain no financial
performance covenants.
7
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 income statement data as a percent
of sales for the periods indicated.
13 WEEKS ENDED 39 WEEKS ENDED
------------------------------ -----------------------------
OCTOBER 27, OCTOBER 22, OCTOBER 27, OCTOBER 22,
1996 1995 1996 1995
------------- ------------ ----------- -----------
Sales 100.0% 100.0% 100.0% 100.0%
Licensee fees and rental income 0.1 0.1 0.1 0.1
----------- ----------- ---------- ----------
100.1 100.1 100.1 100.1
Cost of merchandise sold, includes
buying and occupancy costs 71.6 72.4 72.3 73.1
----------- ----------- ---------- ----------
Gross margin 28.5 27.7 27.8 27.0
Selling, general and administrative
expenses 26.1 25.6 24.5 24.0
Pre-opening expense 1.1 1.4 0.6 0.6
Goodwill amortization 0.2 0.2 0.2 0.2
----------- ----------- ---------- ----------
Operating income 1.1 0.5 2.5 2.2
Interest expense 0.2 - 0.2 -
----------- ----------- ---------- ----------
Income before income taxes 0.9 0.5 2.3 2.2
Income taxes 0.4 0.2 0.9 0.9
Minority interest (0.2) - (0.1) -
----------- ----------- ---------- ----------
Net income 0.7% 0.3% 1.5% 1.3%
=========== =========== ========== ==========
The following table sets forth the Company's store openings for the periods
indicated. No stores were closed during these periods.
13 WEEKS ENDED 39 WEEKS ENDED
----------------------------- ----------------------------
OCTOBER 27, OCTOBER 22, OCTOBER 27, OCTOBER 22,
1996 1995 1996 1995
------------ ----------- ----------- ----------
Beginning number of stores 143 110 136 107
Openings 7 9 14 12
----------- ----------- ----------- ----------
Ending number of stores 150 119 150 119
=========== =========== =========== ==========
8
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
13 WEEKS ENDED OCTOBER 27, 1996 AND OCTOBER 22, 1995
Sales for the 13 weeks ended October 27, 1996 were $292.9 million, a $58.7
million, or 25.1%, increase over sales of $234.2 million for the same period in
the prior year. Of the 25.1% increase in sales, 9.4%, or $22.0 million, was
attributable to the 14 new stores opened in the first 39 weeks of 1996; 8.2%, or
$19.7 million, was attributable to the inclusion of a full 13 weeks sales for
the stores opened in 1995 which had no comparable store sales in the prior year;
and 7.5%, or $17.0 million, was attributable to comparable store sales growth.
Comparable store sales increased 7.5% in the third quarter of 1996 and were flat
in the same period in the prior year. The strong comparable store sales increase
in the third quarter was primarily the result of an increase in apparel, due to
strong sales of licensed products and ladies activewear, as well as golf and
footwear. Comparable sales were positively impacted by the closing of Herman's
Sporting Goods, a sporting goods chain located primarily in the Northeast, and
the Summer Olympic Games. Excluding all or a portion of the third quarter of
1996 sales from eight stores considered to be cannibalized by new store
openings, comparable store sales increased 8.3% in the third quarter of 1996, as
compared to 1.5% in the same period of last year after excluding all or a
portion of the third quarter of 1995 sales from nine stores considered to be
cannibalized. The Company considers an existing store to be cannibalized for a
period of one year from the date on which a new store overlaps its primary trade
area. In calculating comparable store sales excluding cannibalized stores, sales
from a cannibalized store are excluded from the calculation of total comparable
sales for such months.
Cost of merchandise sold, including buying and occupancy costs, for the 13
weeks ended October 27, 1996 was $209.8 million, or 71.6% of sales, as compared
to $169.5 million, or 72.4% of sales, for the same period in the prior year. As
a percent of sales, gross margin was 28.5% for the 1996 period and 27.7% for the
1995 period. The major components of cost of goods sold are merchandise costs
and, to a lesser extent, occupancy costs. For the 1996 period, merchandise costs
as a percent of sales decreased primarily because the Company is selling a
higher proportion of higher margin products such as footwear and apparel.
Occupancy costs, which consist principally of fixed minimum rentals, increased
slightly as a percent of sales as a result of lower initial sales volumes for
non-comparable stores opened in the second half of 1995.
Selling, general and administrative (SG&A) expenses for the 13 weeks ended
October 27, 1996 were $76.5 million, or 26.1% of sales, as compared to $60.0
million, or 25.6% of sales, for the same period in the prior year. The 0.5% of
sales increase in SG&A expenses was attributable to one time charges in store
payroll expense and advertising expense. The one time payroll expense of $0.7
million reflects the cost of reticketing merchandise to a new price point of
0.99 from 0.96. The one time advertising expense of $0.8 million reflects the
cost of additional advertising to introduce former Herman's customers in the
Northeast to the Company. Excluding these charges, SG&A expenses for the 13
weeks ended October 27, 1996 would have been $76.0 million, or 25.6% of sales.
9
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
Pre-opening expense for the 13 weeks ended October 27, 1996 was $3.2
million, or 1.1% of sales, as compared to $3.2 million, or 1.4% of sales, for
the same period in the prior year. Although the Company opened seven stores in
the 1996 period versus nine stores in the same period in the prior year,
pre-opening expense on a per store basis increased as a result of higher
pre-opening occupancy expenses in two stores. The pre-opening occupancy charges
include $0.3 million in minimum rentals and $0.2 million in other occupancy
charges due to assuming existing lease obligations in two locations opened in
the third quarter. Pre-opening expenses consist principally of store payroll
expense for associate training and store preparation prior to the store opening
as well as grand-opening advertising expenditures.
Operating income for the 13 weeks ended October 27, 1996 was $3.2 million,
or 1.1% of sales, as compared to operating income of $1.1 million, or 0.5% of
sales, for the same period in the prior year. Operating income before
pre-opening expense and goodwill amortization was $6.9 million, or 2.3% of
sales, for the 13 weeks ended October 27, 1996, as compared to $4.9 million, or
2.1% of sales, for the same period in the prior year.
Interest expense for the 13 weeks ended October 27, 1996 was $0.5 million,
or 0.2% of sales, as compared to interest expense of $0.1 million (less than
0.1% of sales) for the same period in the prior year. The increase of 0.2% of
sales was attributable to interest expense related to the Company's long-term
convertible debt (see Note 3), as well as higher average borrowings under the
Company's Revolving Credit Facility as a result of the increased store base. The
interest expense is partially offset by interest income from short-term
investments, a note receivable from a developer, and a participation in a
privately placed mortgage note secured by one of the Company's store leases.
Income tax expense for the 13 weeks ended October 27, 1996 was $1.2 million
with an effective tax rate of 45.4%, as compared to income tax expense of $0.4
million with an effective tax rate of 40.1% for the same period of 1995. The
increase in the effective tax rate resulted primarily from the effect of a
valuation allowance offsetting the income tax benefit related to the Company's
joint venture in Japan. This was partially offset by a decrease in state taxes,
the tax rate differential of the Company's Canadian subsidiary, and the
declining effect of non-deductible goodwill expense due to the growth of the
Company's pre-tax income from the third quarter of 1995 to the third quarter of
1996.
As a result of the foregoing factors, net income for the 13 weeks ended
October 27, 1996 was $2.0 million, or 0.7% of sales, as compared to net income
of $0.6 million, or 0.3% of sales, for the same period in the prior year.
10
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
39 WEEKS ENDED OCTOBER 27, 1996 AND OCTOBER 22, 1995
Sales for the 39 weeks ended October 27, 1996 were $895.1 million, a $171.0
million, or 23.6%, increase over sales of $724.1 million for the same period in
the prior year. Of the 23.6% increase in sales, 14.3%, or $103.9 million, was
attributable to the inclusion of a full 39 weeks of sales for the stores opened
in 1995 which had no comparable store sales in the prior year; 5.1%, or $37.0
million, was attributable to the 14 new stores opened in the first 39 weeks of
1996; and 4.2%, or $30.1 million, was attributable to comparable store sales
growth. Comparable store sales increased 4.2% and 2.6%, respectively, in the
first 39 weeks of 1996 and 1995. The comparable store sales increase in the
first 39 weeks of 1996 was primarily the result of an increase in apparel, due
to strong sales of licensed products, as well as fitness equipment and footwear.
Comparable sales were positively impacted by the closing of Herman's in July
1996, and the Summer Olympic Games. Excluding all or a portion of the first 39
weeks of 1996 sales from eight stores considered to be cannibalized by new store
openings, comparable store sales increased 4.8% in the first 39 weeks of 1996,
as compared to 4.6% in the same period of last year after excluding all or a
portion of the first 39 weeks of 1995 sales from 11 stores considered to be
cannibalized.
Licensee fees and rental income for the 39 weeks ended October 27, 1996 was
$0.8 million as compared to $0.8 million for the same period in the prior year,
or 0.1% of sales for both periods. Sales of snow ski merchandise in the first
quarter of 1996 were flat in comparison to the prior year as the sales were more
heavily weighted in the beginning of the ski season, which falls into fiscal
1995. The snow ski merchandise departments in the Company's stores are operated
pursuant to a licensee agreement with a third party under which the Company
receives a fee of approximately 10% of licensee snow ski merchandise sales in
the Company's stores. Snow ski merchandise sales are not included in the
Company's sales.
Cost of merchandise sold, including buying and occupancy costs, for the 39
weeks ended October 27, 1996 was $646.7 million, or 72.3% of sales, as compared
to $529.2 million, or 73.1% of sales, for the same period in the prior year. As
a percent of sales, gross margin was 27.8% for the 1996 period and 27.0% for the
1995 period. The major components of cost of goods sold are merchandise costs
and, to a lesser extent, occupancy costs. For the 1996 period, merchandise costs
as a percent of sales decreased primarily because the Company is selling a
higher proportion of higher margin products such as footwear and apparel.
Occupancy costs increased slightly as a percent of sales due to lower initial
sales volumes for non-comparable stores opened in the second half of 1995.
SG&A expenses for the 39 weeks ended October 27, 1996 were $219.6 million,
or 24.5% of sales, as compared to $173.7 million, or 24.0% of sales, for the
same period in the prior year. The 0.5% of sales increase in SG&A expenses was
attributable to an increase in store payroll expenses partly due to
11
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
increased payroll related to the Company's TSA 2000 project, which was
implemented in the second half of 1995, and the one time store payroll charge
for reticketing. In addition, corporate general and administrative expenses
increased due to start-up costs in the Company's joint venture in Japan. This is
partially offset by a decrease in advertising due to leveraging of advertising
expenses in multiple store markets.
Pre-opening expense for the 39 weeks ended October 27, 1996 was $5.7
million, or 0.6% of sales, as compared to $4.2 million, or 0.6% of sales, for
the same period in the prior year. Pre-opening expense increased $1.5 million
due primarily to higher pre-opening occupancy expenses in three stores as a
result of assuming existing lease obligations and, to a lesser extent, by the
opening of 14 stores in the 1996 period versus 12 stores in the same period in
the prior year.
Operating income for the 39 weeks ended October 27, 1996 was $22.4 million
or 2.5% of sales, as compared to operating income of $16.4 million, or 2.2% of
sales, for the same period in the prior year. Operating income before
pre-opening expense and goodwill amortization was $29.6 million, or 3.3% of
sales, for the 39 weeks ended October 27, 1996, as compared to $22.0 million, or
3.0% of sales, for the same period in the prior year.
Interest expense for the 39 weeks ended October 27, 1996 was $1.5 million,
or 0.2% of sales, as compared to interest expense of $0.4 million (less than
0.1% of sales) for the same period in the prior year. The increase of 0.2% of
sales was attributable to higher average borrowings under the Company's
Revolving Credit Facility as a result of the increased store base. The interest
expense is partially offset by interest income from short-term investments, a
note receivable from a developer, and a participation in a privately placed
mortgage note secured by one of the Company's store leases.
Income tax expense for the 39 weeks ended October 27, 1996 was $8.7 million
with an effective tax rate of 41.7%, as compared to income tax expense of $6.8
million with an effective tax rate of 42.5% for the same period of 1995. The
decrease in the effective tax rate resulted primarily due to a decrease in state
taxes, the tax rate differential of the Company's Canadian subsidiary, and the
declining effect of non-deductible goodwill expense due to the growth of the
Company's pre-tax income from the first 39 weeks of 1995 to the first 39 weeks
of 1996. This was partially offset by the effect of a valuation allowance
offsetting the income tax benefit related to the Company's joint venture in
Japan.
As a result of the foregoing factors, net income for the 39 weeks ended
October 27, 1996 was $13.2 million or 1.5% of sales, as compared to net income
of $9.2 million, or 1.3% of sales, for the same period in the prior year.
12
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 to open new stores in connection with its expansion strategy. For the
39 weeks ended October 27, 1996 these capital requirements have generally been
satisfied by issuance of long-term convertible debt, cash and cash equivalents
at the beginning of the year, borrowings under the Revolving Credit Facility and
by cash flows from operations.
Cash flows generated by operating, investing and financing activities as
reported in the Consolidated Statements of Cash Flows for the 39 weeks ended
October 27, 1996 are summarized below. The net increase in cash and cash
equivalents for the 39 weeks ended October 27, 1996 was $53.7 million as
compared to a decrease of $22.6 million for the same period in the prior year.
Net cash used for operations was $9.9 million for the 39 weeks ended October
27, 1996 as compared to net cash provided by operations of $0.2 million for the
same period in the prior year. Income before depreciation and amortization for
the 39 weeks ended October 27, 1996 was $33.7 million. Depreciation and
amortization expense resulted primarily from leasehold improvements, store
fixtures and goodwill. Depreciation expense is expected to continue to increase
in the future due to continued expansion and new store openings such as those
discussed below. Other long-term liabilities increased due to increased step
rent accruals as a result of the relative immaturity of the existing stores and
the increased store base. In the other-net category, accrued taxes other than
income taxes increased primarily due to a seasonal increase in accrued real
estate and personal property taxes. These provisions of cash were offset by a
seasonal increase in inventory net of accounts payable of $32.4 million. In the
other-net category, accounts receivable and other current assets increased due
to prepayment of estimated federal taxes relating to the fourth quarter of 1996.
Income taxes payable decreased due to payment of the remaining 1995 taxes in
1996, as well as payment of estimated 1996 federal and state taxes relating to
the first 39 weeks of 1996.
Net cash used for investing was $91.6 million for the 39 weeks ended October
27, 1996, as compared to $55.8 million for the same period in the prior year.
Capital expenditures in the first 39 weeks of 1996 included $47.4 million of
expenditures associated with opening stores, of which $16.4 million was used for
the development of the 14 stores opened in the first 39 weeks of 1996, and $31.0
million was used for stores to be opened subsequent to the third quarter. In
addition, capital expenditures of $12.9 million were recorded for three
locations purchased by the Company from the trustee under the Operating Lease
Facility. The remaining $14.0 million was used to refurbish certain existing
stores and purchase computer hardware and software for the corporate office.
Other assets and deferred charges increased by $17.6 million due to the purchase
of a participation in a privately placed mortgage note secured by one of the
Company's stores, the acquisition of leases of two future store locations, and
the issuance costs related to the long-term convertible debt.
13
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
Net cash provided by financing for the 39 weeks ended October 27, 1996 was
$155.3 million, as compared to $33.1 million for the same period in the prior
year. The increase for the first 39 weeks of 1996 was comprised principally of
issuance of long-term convertible debt.
Pursuant to the Company's rapid expansion program, the Company currently
plans to open 18 stores during the remainder of 1996, resulting in a total of 32
new stores opened during the year and a year-end total of 168 stores. The
Company currently plans to open at least 30 stores in 1997. Since the Company
has decided to acquire, develop and own a number of its new stores, and begin
implementation of a logistics program involving creation of a network of
regional distribution centers, the Company expects that its capital expenditures
will be up to $100 million and $125 million in 1996 and 1997, respectively. The
Company will continue to finance a certain number of its new stores with
operating leases, assuming availability and appropriate terms. To the extent
stores are not financed with operating leases, capital expenditures will be
higher by approximately $4 million to $8 million per location.
The Company believes that anticipated cash flows from operations, borrowings
under the Revolving Credit Facility, operating leases from developers and
residual funds from the long-term convertible debt will be sufficient to satisfy
its currently anticipated working capital and capital expenditure requirements
through the end of 1997. In October 1996, the Company terminated its $50 million
Operating Lease Facility, which provided financing for certain new store
development. The Company continues to evaluate various sources of financing its
expansion, and may seek to raise additional funds through debt or equity-related
offerings, or through an additional commercial bank debt arrangement. The
Company's Revolving Credit Facility currently provides for borrowings in a
principal amount of $110 million at any one time. As of December 9, 1996, the
Company had no borrowings under the Revolving Credit Facility.
The Company's working capital at October 27, 1996 was $183.6 million
compared with $82.1 million at October 22, 1995, an increase of $101.5 million.
This increase was primarily due to an increase in cash of $50.9 million as a
result of the $149.5 million convertible debt issue in September 1996. In
addition, inventory net of trade payables increased $29.8 million due to the
Company's opening of 31 stores since October 22, 1995, and the Company had no
short-term debt as of October 27, 1996 as a portion of the proceeds from the
long-term convertible debt were used to pay the remaining balance in the
Revolving Credit Facility.
14
THE SPORTS AUTHORITY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
SEASONALITY AND INFLATION
The Company's business is highly seasonal, with its highest sales and
operating profitability occurring in the fourth quarter, which includes the
holiday selling season. In fiscal 1995, 30.8% of the Company's sales and 57.0%
of its operating income occurred in the fourth quarter. The Company's expansion
program generally is weighted with store openings in the second half of the
fiscal year. In the future, changes in the number and timing of store openings
may change seasonality trends.
Management does not believe inflation had a material adverse effect on the
financial statements for the periods presented.
15
THE SPORTS AUTHORITY, INC.
Part II. OTHER INFORMATION
Item 2. Changes in Securities
As reported in the Company's Form 8-K filed on
September 24, 1996, on September 20, 1996 the Company issued
$149,500,000 principal amount of 5.25% Convertible Subordinated
Notes due September 15, 2001 (the "Notes").
The Notes were sold to Goldman, Sachs & Co. for
$145,762,500 in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended (the
"1933 Act") under Section 4(2) thereof. Of the Notes,
$19,540,000 aggregate principal amount were resold in offshore
transactions in reliance on the exemption from the registration
requirements of the 1933 Act provided by Regulation S and
$129,960,000 aggregate principal amount were resold to
"qualified institutional buyers," as defined in Rule 144A, in
reliance on the exemption from the registration requirements of
the 1933 Act provided by Rule 144A.
The Notes are convertible into shares of Common Stock
of the Company at the rate of 30.6419 shares per $1,000
principal amount of Notes (equivalent to $32.635 per share),
subject to adjustment, at any time on or after the 90th day
following the last original issue date of the Notes and prior to
the close of business on the maturity date, unless previously
redeemed or repurchased. Holders of Notes called for redemption
or repurchase will be entitled to convert the Notes up to and
including, but not after, the date fixed for redemption or
repurchase, as the case may be.
16
THE SPORTS AUTHORITY, INC.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
See Exhibit index on Page 19
(b) Reports on Form 8-K:
The Company filed a Form 8-K September 24, 1996
reporting under Item 5 the issuance of $149,500,000 principal
amount of 5.25% Convertible Subordinated Notes due September 15,
2001.
17
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 9, 1996 By: /s/ RICHARD J. LYNCH, JR.
-------------------------
Richard J. Lynch, Jr.
President, Chief Operating Officer
and Director
Date: December 9, 1996 By: /s/ ANTHONY F. CRUDELE
----------------------
Anthony F. Crudele
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
18
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBITS PAGE NUMBER
-----------
4.1 Indenture, dated as of September 20, 1996, by and between the Company
and The Bank of New York, as Trustee, relating to the Company's
$149,500,000 5.25% Convertible Subordinated Notes due September 15, 2001
(including forms of note), incorporated by reference to Exhibit 4.1 to
Registration Statement No. 333-16877 on Form S-3.
4.2 Registration Rights Agreement, dated as of September 20, 1996, by and
between the Company and Goldman, Sachs & Co., relating to the Company's
$149,500,000 5.25% Convertible Subordinated Notes due September 15, 2001,
incorporated by reference to Exhibit 4.2 to Registration Statement No.
333-16877 on Form S-3.
10.1 First Amendment to Joint Venture Agreement, entered into on September 6, 20
1996 effective as 20 of January 19, 1995, by and between the Company and
JUSCO Co., Ltd., amending the Joint Venture Agreement filed as Exhibit
10.14 to the Company's Form 10-K for 1994.
10.2 Employment Agreement, dated as of August 29, 1996, by and between the 28
Company and Jack A. 28 Smith.
10.3 Lessor's Statement of Termination, dated October __, 1996, made (pursuant 34
to a notice from 35 the Company) by Harris Trust and Savings Bank in
favor of the Company, The Sports Authority Florida, Inc. and The Sports
Authority Michigan, Inc., terminating the Participation Agreement, dated
as of July 11, 1995, among the Company, Harris Trust and Savings Bank,
FBTC Leasing Corp., BNY Leasing Corporation, Bank of Montreal, First
Union National Bank of Florida, Pearl Street, L.P. and certain other
financial institutions named therein, which Participation Agreement was
filed as Exhibit 10.16 to the Company's Form 10-Q for the second quarter
of 1995.
11.1 Computation of earnings per share 37
19