|
|
|
|
|
x
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Indiana
|
|
35-1537210
|
(State of Incorporation)
|
|
(I.R.S. Employer ID No.)
|
(Title of Each Class)
|
|
(Name of each exchange on which registered)
|
Class A Common Stock, $.01 par value
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
|
|
x
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
Category
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
(in thousands)
|
|||||||||||||||||||
Footwear
|
|
$
|
1,681,629
|
|
|
89
|
%
|
|
$
|
1,596,443
|
|
|
88
|
%
|
|
$
|
1,466,039
|
|
|
88
|
%
|
Softgoods
|
|
207,259
|
|
|
11
|
%
|
|
224,143
|
|
|
12
|
%
|
|
204,371
|
|
|
12
|
%
|
|||
Total net sales
|
|
$
|
1,888,888
|
|
|
100
|
%
|
|
$
|
1,820,586
|
|
|
100
|
%
|
|
$
|
1,670,410
|
|
|
100
|
%
|
State
|
|
Finish Line
|
|
JackRabbit
|
|
Branded shops
within department stores |
|
State
|
|
Finish Line
|
|
JackRabbit
|
|
Branded shops
within department stores |
||||||
Alabama
|
|
9
|
|
|
|
|
2
|
|
Nevada
|
|
5
|
|
|
|
|
6
|
|
|||
Arizona
|
|
11
|
|
|
|
|
9
|
|
New Hampshire
|
|
4
|
|
|
|
|
2
|
|
|||
Arkansas
|
|
6
|
|
|
|
|
|
|
New Jersey
|
|
13
|
|
|
7
|
|
|
18
|
|
||
California
|
|
42
|
|
|
|
|
90
|
|
New Mexico
|
|
3
|
|
|
|
|
2
|
|
|||
Colorado
|
|
12
|
|
|
5
|
|
4
|
|
New York
|
|
24
|
|
|
8
|
|
|
28
|
|
||
Connecticut
|
|
8
|
|
|
2
|
|
|
8
|
|
North Carolina
|
|
14
|
|
|
3
|
|
|
2
|
|
|
Delaware
|
|
|
|
|
|
|
1
|
|
North Dakota
|
|
2
|
|
|
|
|
|
||||
Florida
|
|
44
|
|
|
|
|
|
29
|
|
Ohio
|
|
37
|
|
|
3
|
|
|
13
|
|
|
Georgia
|
|
19
|
|
|
|
|
11
|
|
Oklahoma
|
|
5
|
|
|
|
|
1
|
|
|||
Hawaii
|
|
|
|
|
|
|
4
|
|
|
Oregon
|
|
1
|
|
|
|
|
7
|
|
||
Idaho
|
|
1
|
|
|
|
|
1
|
|
Pennsylvania
|
|
29
|
|
|
|
|
14
|
|
|||
Illinois
|
|
33
|
|
|
|
|
13
|
|
Rhode Island
|
|
1
|
|
|
1
|
|
|
2
|
|
||
Indiana
|
|
23
|
|
|
5
|
|
6
|
|
|
South Carolina
|
|
9
|
|
|
|
|
|
|
||
Iowa
|
|
7
|
|
|
|
|
|
|
South Dakota
|
|
1
|
|
|
|
|
|
||||
Kansas
|
|
5
|
|
|
3
|
|
2
|
|
Tennessee
|
|
14
|
|
|
|
|
5
|
|
|||
Kentucky
|
|
8
|
|
|
1
|
|
2
|
|
Texas
|
|
58
|
|
|
11
|
|
|
27
|
|
||
Louisiana
|
|
9
|
|
|
|
|
4
|
|
Utah
|
|
|
|
|
2
|
|
|
|
|||
Maine
|
|
1
|
|
|
|
|
1
|
|
Virginia
|
|
24
|
|
|
3
|
|
|
10
|
|
||
Maryland
|
|
17
|
|
|
1
|
|
|
11
|
|
Washington
|
|
9
|
|
|
|
|
|
19
|
|
|
Massachusetts
|
|
13
|
|
|
6
|
|
|
10
|
|
|
West Virginia
|
|
7
|
|
|
|
|
|
|
|
Michigan
|
|
19
|
|
|
8
|
|
10
|
|
|
Wisconsin
|
|
8
|
|
|
|
|
2
|
|
||
Minnesota
|
|
9
|
|
|
|
|
7
|
|
Wyoming
|
|
1
|
|
|
|
|
|
||||
Mississippi
|
|
7
|
|
|
|
|
|
|
District of
Columbia |
|
|
|
|
1
|
|
|
1
|
|
||
Missouri
|
|
11
|
|
|
2
|
|
6
|
|
Puerto Rico
|
|
3
|
|
|
|
|
2
|
|
|||
Nebraska
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
Totals
|
|
589
|
|
|
72
|
|
|
392
|
|
Name
|
|
Age
|
|
Position
|
|
Officer Since
|
Samuel M. Sato(1)
|
|
52
|
|
Chief Executive Officer and Director
|
|
2007
|
Glenn S. Lyon(2)
|
|
65
|
|
Executive Chairman
|
|
2001
|
Melissa Greenwell(3)
|
|
49
|
|
Executive Vice President, Chief Operating Officer
|
|
2013
|
Edward W. Wilhelm(4)
|
|
57
|
|
Executive Vice President, Chief Financial Officer
|
|
2009
|
AJ Sutera(5)
|
|
50
|
|
Executive Vice President, Chief Information and Technology Officer
|
|
2016
|
Imran Jooma(6)
|
|
44
|
|
Divisional President, Executive Vice President, Omnichannel Strategy
|
|
2015
|
Bill Kirkendall(7)
|
|
62
|
|
Executive Vice President, President of JackRabbit
|
|
2014
|
(1)
|
Mr. Sato has served as Chief Executive Officer of the Company since February 28, 2016 and as a Director since October 2014. Previously, Mr. Sato was the Company’s President, serving in such capacity since October 2014.
|
(2)
|
Mr. Lyon has served as Chairman of the Company since July 2010, and as Executive Chairman since February 28, 2016. Previously, Mr. Lyon was the Company’s Chief Executive Officer, serving in such capacity since December 2008.
|
(3)
|
Ms. Greenwell has served as Executive Vice President, Chief Operating Officer of the Company since February 28, 2016. Previously, Ms. Greenwell was the Company’s Executive Vice President, Chief Human Resources Officer, serving in such capacity since June 2013.
|
(4)
|
Mr. Wilhelm has served as Executive Vice President, Chief Financial Officer of the Company since joining the Company in March 2009.
|
(5)
|
Mr. Sutera joined the Company as Executive Vice President, Chief Information and Technology Officer on March 16, 2016. Prior to joining the Company, Mr. Sutera held several senior leadership roles with Hudson’s Bay Company in support of a seamless omnichannel customer experience and key leadership positions at JetBlue Airways, Liberty Travel/GOGO Worldwide Vacations, and GlobalWorks Group LLC.
|
(6)
|
Mr. Jooma has served as Divisional President, Executive Vice President, Omnichannel Strategy of the Company since February 28, 2016. Previously, Mr. Jooma was the Company’s Executive Vice President, Chief Omnichannel Officer, serving in such capacity since February 2015. Prior to joining the Company, Mr. Jooma was Executive Vice President and President of Online, Marketing, Pricing, and Financial Services at Sears Holding Company and previously held key leadership positions at OfficeMax and Circuit City.
|
(7)
|
Mr. Kirkendall has served as Executive Vice President, President of JackRabbit since April 2014. Previously, Mr. Kirkendall served as a member of the Company’s Board of Directors since 2001, resigning from the position in April 2014.
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||||||
Quarter Ended
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
May
|
|
$
|
26.83
|
|
|
$
|
23.06
|
|
|
$
|
30.15
|
|
|
$
|
25.38
|
|
August
|
|
29.05
|
|
|
24.39
|
|
|
30.53
|
|
|
26.16
|
|
||||
November
|
|
26.69
|
|
|
15.37
|
|
|
31.90
|
|
|
24.15
|
|
||||
February
|
|
19.11
|
|
|
15.51
|
|
|
29.02
|
|
|
22.40
|
|
Period
|
|
Total Number of
Shares Purchased |
|
Average Price
Paid per Share(1) |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number of
Shares that May Yet Be Purchased Under the Program |
|||||
November 29, 2015 – January 2, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,287,836
|
|
January 3, 2016 – January 30, 2016
|
|
1,845,900
|
|
|
17.10
|
|
|
1,845,900
|
|
|
2,441,936
|
|
|
January 31, 2016 – February 27, 2016
|
|
150,000
|
|
|
18.26
|
|
|
150,000
|
|
|
2,291,936
|
|
|
|
|
1,995,900
|
|
|
$
|
17.18
|
|
|
1,995,900
|
|
|
|
(1)
|
The average price paid per share includes any brokerage commissions.
|
|
|
Year Ended
|
||||||||||||||||||
|
|
February 27,
|
|
February 28,
|
|
March 1,
|
|
March 2,
|
|
March 3,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands, except per share and store/shop data)
|
||||||||||||||||||
Statement of Operations Data(1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,888,888
|
|
|
$
|
1,820,586
|
|
|
$
|
1,670,410
|
|
|
$
|
1,443,365
|
|
|
$
|
1,369,259
|
|
Cost of sales (including occupancy costs)(a)
|
|
1,305,896
|
|
|
1,236,783
|
|
|
1,122,967
|
|
|
958,921
|
|
|
889,130
|
|
|||||
Gross profit
|
|
582,992
|
|
|
583,803
|
|
|
547,443
|
|
|
484,444
|
|
|
480,129
|
|
|||||
Selling, general, and administrative expenses(a)(b)
|
|
503,660
|
|
|
459,455
|
|
|
424,571
|
|
|
365,883
|
|
|
343,629
|
|
|||||
Impairment charges and store closing costs
|
|
48,692
|
|
|
3,918
|
|
|
2,767
|
|
|
6,264
|
|
|
2,165
|
|
|||||
Operating income
|
|
30,640
|
|
|
120,430
|
|
|
120,105
|
|
|
112,297
|
|
|
134,335
|
|
|||||
Interest (expense) income, net
|
|
(65
|
)
|
|
(15
|
)
|
|
37
|
|
|
198
|
|
|
447
|
|
|||||
Gain on sale of investment
|
|
—
|
|
|
—
|
|
|
2,076
|
|
|
—
|
|
|
—
|
|
|||||
Income before income taxes
|
|
30,575
|
|
|
120,415
|
|
|
122,218
|
|
|
112,495
|
|
|
134,782
|
|
|||||
Income tax expense(c)
|
|
8,779
|
|
|
40,673
|
|
|
47,166
|
|
|
43,314
|
|
|
49,978
|
|
|||||
Net income
|
|
21,796
|
|
|
79,742
|
|
|
75,052
|
|
|
69,181
|
|
|
84,804
|
|
|||||
Net loss attributable to redeemable noncontrolling interest
|
|
96
|
|
|
2,251
|
|
|
1,851
|
|
|
2,292
|
|
|
—
|
|
|||||
Net income attributable to The Finish Line, Inc.
|
|
$
|
21,892
|
|
|
$
|
81,993
|
|
|
$
|
76,903
|
|
|
$
|
71,473
|
|
|
$
|
84,804
|
|
Earnings Per Share Data(1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
0.49
|
|
|
$
|
1.71
|
|
|
$
|
1.57
|
|
|
$
|
1.42
|
|
|
$
|
1.62
|
|
Diluted earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
0.48
|
|
|
$
|
1.70
|
|
|
$
|
1.56
|
|
|
$
|
1.40
|
|
|
$
|
1.59
|
|
Dividends declared per share
|
|
$
|
0.37
|
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
|
$
|
0.25
|
|
|
$
|
0.21
|
|
Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic weighted-average shares
|
|
44,565
|
|
|
47,268
|
|
|
48,286
|
|
|
49,824
|
|
|
52,020
|
|
|||||
Diluted weighted-average shares(2)
|
|
44,787
|
|
|
47,658
|
|
|
48,701
|
|
|
50,491
|
|
|
52,818
|
|
|||||
Selected Store Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of stores/shops
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquired during year
|
|
4
|
|
|
20
|
|
|
15
|
|
|
6
|
|
|
18
|
|
|||||
Opened during year
|
|
10
|
|
|
226
|
|
|
212
|
|
|
34
|
|
|
5
|
|
|||||
Closed during year
|
|
(62
|
)
|
|
(21
|
)
|
|
(24
|
)
|
|
(21
|
)
|
|
(31
|
)
|
|||||
Open at end of year
|
|
1,055
|
|
|
1,103
|
|
|
878
|
|
|
675
|
|
|
656
|
|
|||||
Total square feet(3)
|
|
4,017,333
|
|
|
4,138,117
|
|
|
3,893,480
|
|
|
3,594,806
|
|
|
3,498,090
|
|
|||||
Average square feet per store/shop(3)
|
|
3,808
|
|
|
3,752
|
|
|
4,434
|
|
|
5,326
|
|
|
5,332
|
|
|||||
Net sales per square foot for brick and mortar comparable stores(4)(5)
|
|
$
|
369
|
|
|
$
|
368
|
|
|
$
|
366
|
|
|
$
|
353
|
|
|
$
|
339
|
|
Increase in Finish Line comparable store sales(5)(6)
|
|
1.8
|
%
|
|
3.2
|
%
|
|
4.2
|
%
|
|
5.8
|
%
|
|
9.2
|
%
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
300,166
|
|
|
$
|
339,375
|
|
|
$
|
373,293
|
|
|
$
|
357,657
|
|
|
$
|
414,065
|
|
Total assets
|
|
$
|
817,548
|
|
|
$
|
849,855
|
|
|
$
|
824,945
|
|
|
$
|
706,422
|
|
|
$
|
711,496
|
|
Total debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Shareholders’ equity
|
|
$
|
527,644
|
|
|
$
|
589,644
|
|
|
$
|
582,184
|
|
|
$
|
524,863
|
|
|
$
|
529,537
|
|
(1)
|
Fiscal
2012
includes
53
weeks versus
52
weeks in all other fiscal years presented.
|
(2)
|
Consists of weighted-average common and common equivalent shares outstanding for the fiscal year.
|
(3)
|
Computed as of the end of each fiscal year.
|
(4)
|
Calculation includes all brick and mortar stores that were open as of the end of each fiscal year and that were open more than one year. Accordingly, stores opened, closed, or expanded during the fiscal year were not included. Temporarily closed stores are excluded during the months that the store was closed. Calculation excludes digital sales. Calculated excluding sales for the
53
rd
week in fiscal
2012
.
|
(5)
|
JackRabbit stores and shops within department stores are not included in this calculation.
|
(6)
|
Calculation includes all brick and mortar stores that were open as of the end of each fiscal year and that were open more than one year. Accordingly, stores opened, closed, or expanded during the fiscal year were not included. Temporarily closed stores are excluded during the months that the store was closed. Calculation includes digital sales. Calculated excluding sales for the
53
rd
week in fiscal
2012
.
|
(a)
|
Fiscal
2014
cost of sales includes $5.8 million in start-up costs related to inventory reserves established for inventory purchased from Macy’s. Fiscal 2014 selling, general, and administrative expenses includes $2.2 million in start-up costs associated with shipping and handling for the initial inventory takeover and assortment of Macy’s athletic footwear.
|
(b)
|
Fiscal
2016
includes $3.6 million in employee severance and retirement costs.
|
(c)
|
Fiscal
2015
includes a $4.3 million income tax benefit for a worthless stock deduction with respect to the Company’s wholly-owned subsidiary, The Finish Line MA, Inc.
|
•
|
Net sales
increase
d
3.8%
to
$1,888.9 million
in fiscal
2016
compared to
$1,820.6 million
in fiscal
2015
.
|
•
|
Finish Line comparable store sales for fiscal
2016
increased
1.8%
.
|
•
|
Finish Line’s digital comparable sales (which are included in Finish Line comparable store sales) increased 14.5%.
|
•
|
Net sales per square foot for brick and mortar comparable stores increased $1 to $
369
per square foot.
|
•
|
Shops within department stores net sales increased
$40.9 million
to
$247.3 million
.
|
•
|
JackRabbit net sales increased
$20.0 million
to
$89.9 million
.
|
•
|
Gross profit was
$583.0 million
(
30.9%
of net sales) in fiscal
2016
compared to
$583.8 million
(
32.1%
of net sales) in fiscal
2015
.
|
•
|
Product margin, as a percentage of net sales, decreased 1.0%, which was primarily due to the Company’s replacement of its warehouse and order management system during the third quarter of fiscal
2016
. This led to a temporary inability to place new product in the Company’s stores/shops and distribution center, which caused an increase in the sales mix of clearance and aged product and a decrease in sales of new product with higher price points and margin in the second half of fiscal
2016
.
|
•
|
Occupancy costs, as a percentage of net sales, increased 0.2%.
|
•
|
SG&A expenses were
$503.7 million
(
26.7%
of net sales) in fiscal
2016
compared to
$459.5 million
(
25.3%
of net sales) in fiscal
2015
.
|
•
|
In the second half of fiscal
2016
, the Company incurred incremental expenses related to the Company’s supply chain issues as a result of the replacement of the Company’s warehouse and order management system.
|
•
|
During fiscal
2016
, depreciation expense increased due to the Company’s capital investments to support the new warehouse and order management system. In addition, the Company incurred incremental SG&A expenses to support the growth in stores/shops and digital.
|
•
|
Operating income was
$30.6 million
(
1.6%
of net sales) in fiscal
2016
compared to
$120.4 million
(
6.6%
of net sales) in fiscal
2015
.
|
•
|
The
$89.8 million
decrease
, or
74.6%
, was primarily due to the decrease in product margin and increase in selling, general, and administrative expenses as a result of the Company’s replacement of its warehouse and order management system during the third quarter of fiscal
2016
, partially offset by a 3.8% increase in consolidated net sales.
|
•
|
The
$48.7 million
in impairment charges and store closing costs recorded during fiscal
2016
related to the write-off of technology assets related to enterprise-wide systems infrastructure, the long-lived assets of underperforming stores, obsolete store fixtures and corporate assets, and fixtures and equipment related to the
62
stores/shops closed during fiscal
2016
. This compared to
$3.9 million
in impairment charges and store closing costs during fiscal
2015
.
|
•
|
Net income attributable to The Finish Line, Inc. was
$21.9 million
(
1.2%
of net sales) in fiscal
2016
compared to
$82.0 million
(
4.5%
of net sales) in fiscal
2015
, a
decrease
of
$60.1 million
, or
73.3%
.
|
•
|
Diluted earnings per share attributable to The Finish Line, Inc. shareholders decreased
71.8%
to
$0.48
in fiscal
2016
compared to
$1.70
in fiscal
2015
.
|
•
|
Cash and cash equivalents were
$79.5 million
as of
February 27, 2016
with no interest bearing debt.
|
•
|
Generated cash from operations of
$99.4 million
in fiscal
2016
.
|
•
|
Cash outlay for capital expenditures was
$66.1 million
, with an additional
$5.7 million
within accounts payable as of
February 27, 2016
.
|
•
|
Paid
$16.4 million
of dividends to shareholders in fiscal
2016
.
|
•
|
Repurchased 3.9 million shares of the Company’s common stock totaling
$79.9 million
during fiscal
2016
.
|
•
|
Opened
8
new and closed
54
brick and mortar stores during fiscal
2016
, ending the year with
591
brick and mortar stores.
|
•
|
Opened
1
new branded shop within a department store and closed branded shops within
4
department stores during fiscal
2016
, ending the year with branded shops in
392
department stores. Additionally, the Company repositioned and expanded shops within 88 department stores.
|
•
|
Acquired
4
, opened
1
, and closed
4
JackRabbit stores during fiscal
2016
, ending the year with
72
JackRabbit stores.
|
|
|
Year Ended
|
||||
Number of stores/shops
|
|
February 27, 2016
|
|
February 28, 2015
|
||
Finish Line:
|
|
|
|
|
||
Beginning of year
|
|
637
|
|
|
645
|
|
Opened
|
|
8
|
|
|
10
|
|
Closed
|
|
(54
|
)
|
|
(18
|
)
|
End of year
|
|
591
|
|
|
637
|
|
Branded shops within department stores:
|
|
|
|
|
||
Beginning of year
|
|
395
|
|
|
185
|
|
Opened
|
|
1
|
|
|
213
|
|
Closed
|
|
(4
|
)
|
|
(3
|
)
|
End of year
|
|
392
|
|
|
395
|
|
JackRabbit:
|
|
|
|
|
||
Beginning of year
|
|
71
|
|
|
48
|
|
Acquired
|
|
4
|
|
|
20
|
|
Opened
|
|
1
|
|
|
3
|
|
Closed
|
|
(4
|
)
|
|
—
|
|
End of year
|
|
72
|
|
|
71
|
|
Total:
|
|
|
|
|
||
Beginning of year
|
|
1,103
|
|
|
878
|
|
Acquired
|
|
4
|
|
|
20
|
|
Opened
|
|
10
|
|
|
226
|
|
Closed
|
|
(62
|
)
|
|
(21
|
)
|
End of year
|
|
1,055
|
|
|
1,103
|
|
Square feet information
|
|
February 27, 2016
|
|
February 28, 2015
|
||
Finish Line:
|
|
|
|
|
||
Square feet
|
|
3,278,039
|
|
|
3,471,448
|
|
Average store size
|
|
5,547
|
|
|
5,450
|
|
Branded shops within department stores:
|
|
|
|
|
||
Square feet
|
|
476,533
|
|
|
404,521
|
|
Average shop size
|
|
1,216
|
|
|
1,024
|
|
JackRabbit:
|
|
|
|
|
||
Square feet
|
|
262,761
|
|
|
262,148
|
|
Average store size
|
|
3,649
|
|
|
3,692
|
|
Total:
|
|
|
|
|
||
Square feet
|
|
4,017,333
|
|
|
4,138,117
|
|
|
|
Year Ended
|
|||||||||||||||||||
Category
|
|
February 27, 2016
|
|
February 28, 2015
|
|
March 1, 2014
|
|||||||||||||||
Footwear
|
|
$
|
1,681,629
|
|
|
89
|
%
|
|
$
|
1,596,443
|
|
|
88
|
%
|
|
$
|
1,466,039
|
|
|
88
|
%
|
Softgoods
|
|
207,259
|
|
|
11
|
%
|
|
224,143
|
|
|
12
|
%
|
|
204,371
|
|
|
12
|
%
|
|||
Total net sales
|
|
$
|
1,888,888
|
|
|
100
|
%
|
|
$
|
1,820,586
|
|
|
100
|
%
|
|
$
|
1,670,410
|
|
|
100
|
%
|
|
|
Year Ended
|
|||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
|
March 1, 2014
|
|||
Income Statement Data:
|
|
|
|
|
|
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales (including occupancy costs)
|
|
69.1
|
|
|
67.9
|
|
|
67.2
|
|
Gross profit
|
|
30.9
|
|
|
32.1
|
|
|
32.8
|
|
Selling, general, and administrative expenses
|
|
26.7
|
|
|
25.3
|
|
|
25.4
|
|
Impairment charges and store closing costs
|
|
2.6
|
|
|
0.2
|
|
|
0.2
|
|
Operating income
|
|
1.6
|
|
|
6.6
|
|
|
7.2
|
|
Interest (expense) income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain on sale of investment
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Income before income taxes
|
|
1.6
|
|
|
6.6
|
|
|
7.3
|
|
Income tax expense
|
|
0.4
|
|
|
2.2
|
|
|
2.8
|
|
Net income
|
|
1.2
|
|
|
4.4
|
|
|
4.5
|
|
Net loss attributable to redeemable noncontrolling interest
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
Net income attributable to The Finish Line, Inc.
|
|
1.2
|
%
|
|
4.5
|
%
|
|
4.6
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Brick and mortar stores sales
|
|
$
|
1,258,405
|
|
|
$
|
1,288,053
|
|
Digital sales
|
|
293,228
|
|
|
256,204
|
|
||
Shops within department stores sales
|
|
247,349
|
|
|
206,450
|
|
||
JackRabbit sales
|
|
89,906
|
|
|
69,879
|
|
||
Total net sales
|
|
$
|
1,888,888
|
|
|
$
|
1,820,586
|
|
|
|
|
|
|
||||
Brick and mortar comparable store sales (decrease) increase
|
|
(0.8
|
)%
|
|
—
|
%
|
||
Digital comparable sales increase
|
|
14.5
|
%
|
|
22.6
|
%
|
||
Finish Line comparable store sales increase
|
|
1.8
|
%
|
|
3.2
|
%
|
||
JackRabbit comparable store sales increase
|
|
0.9
|
%
|
|
N/A
|
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Cost of sales (including occupancy costs)
|
|
$
|
1,305,896
|
|
|
$
|
1,236,783
|
|
Gross profit
|
|
$
|
582,992
|
|
|
$
|
583,803
|
|
Gross profit as a percentage of net sales
|
|
30.9
|
%
|
|
32.1
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Selling, general, and administrative expenses
|
|
$
|
503,660
|
|
|
$
|
459,455
|
|
Selling, general, and administrative expenses as a percentage of net sales
|
|
26.7
|
%
|
|
25.3
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Impairment charges and store closing costs
|
|
$
|
48,692
|
|
|
$
|
3,918
|
|
Impairment charges and store closing costs as a percentage of net sales
|
|
2.6
|
%
|
|
0.2
|
%
|
||
Number of stores/shops closed
|
|
62
|
|
|
21
|
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Interest (expense) income, net
|
|
$
|
(65
|
)
|
|
$
|
(15
|
)
|
Interest (expense) income, net as a percentage of net sales
|
|
—
|
%
|
|
—
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Income tax expense
|
|
$
|
8,779
|
|
|
$
|
40,673
|
|
Income tax expense as a percentage of net sales
|
|
0.4
|
%
|
|
2.2
|
%
|
||
Effective income tax rate
|
|
28.7
|
%
|
|
33.8
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Net loss attributable to redeemable noncontrolling interest
|
|
$
|
96
|
|
|
$
|
2,251
|
|
Net loss attributable to redeemable noncontrolling interest as a percentage of net sales
|
|
—
|
%
|
|
0.1
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands, except per
share data) |
||||||
Net income attributable to The Finish Line, Inc.
|
|
$
|
21,892
|
|
|
$
|
81,993
|
|
Net income attributable to The Finish Line, Inc. as a percentage of net sales
|
|
1.2
|
%
|
|
4.5
|
%
|
||
Diluted earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
0.48
|
|
|
$
|
1.70
|
|
|
|
Year Ended
|
||||||
|
|
February 28, 2015
|
|
March 1, 2014
|
||||
|
|
(dollars in thousands)
|
||||||
Brick and mortar stores sales
|
|
$
|
1,288,053
|
|
|
$
|
1,291,863
|
|
Digital sales
|
|
256,204
|
|
|
208,984
|
|
||
Shops within department stores sales
|
|
206,450
|
|
|
119,384
|
|
||
JackRabbit sales
|
|
69,879
|
|
|
50,179
|
|
||
Total net sales
|
|
$
|
1,820,586
|
|
|
$
|
1,670,410
|
|
|
|
|
|
|
||||
Brick and mortar comparable store sales increase
|
|
—
|
%
|
|
2.5
|
%
|
||
Digital comparable sales increase
|
|
22.6
|
%
|
|
15.1
|
%
|
||
Finish Line comparable store sales increase
|
|
3.2
|
%
|
|
4.2
|
%
|
|
|
Year Ended
|
||||||
|
|
February 28, 2015
|
|
March 1, 2014
|
||||
|
|
(dollars in thousands)
|
||||||
Cost of sales (including occupancy costs)
|
|
$
|
1,236,783
|
|
|
$
|
1,122,967
|
|
Gross profit
|
|
$
|
583,803
|
|
|
$
|
547,443
|
|
Gross profit as a percentage of net sales
|
|
32.1
|
%
|
|
32.8
|
%
|
|
|
Year Ended
|
||||||
|
|
February 28, 2015
|
|
March 1, 2014
|
||||
|
|
(dollars in thousands)
|
||||||
Selling, general, and administrative expenses
|
|
$
|
459,455
|
|
|
$
|
424,571
|
|
Selling, general, and administrative expenses as a percentage of net sales
|
|
25.3
|
%
|
|
25.4
|
%
|
|
|
Year Ended
|
||||||
|
|
February 28, 2015
|
|
March 1, 2014
|
||||
|
|
(dollars in thousands)
|
||||||
Impairment charges and store closing costs
|
|
$
|
3,918
|
|
|
$
|
2,767
|
|
Impairment charges and store closing costs as a percentage of net sales
|
|
0.2
|
%
|
|
0.2
|
%
|
||
Number of stores/shops closed
|
|
21
|
|
|
24
|
|
|
|
Year Ended
|
||||||
|
|
February 28, 2015
|
|
March 1, 2014
|
||||
|
|
(dollars in thousands)
|
||||||
Interest (expense) income, net
|
|
$
|
(15
|
)
|
|
$
|
37
|
|
Interest (expense) income, net as a percentage of net sales
|
|
—
|
%
|
|
—
|
%
|
|
|
Year Ended
|
||||||
|
|
February 28, 2015
|
|
March 1, 2014
|
||||
|
|
(dollars in thousands)
|
||||||
Gain on sale of investment
|
|
$
|
—
|
|
|
$
|
2,076
|
|
Gain on sale of investment as a percentage of net sales
|
|
—
|
%
|
|
0.1
|
%
|
|
|
Year Ended
|
||||||
|
|
February 28, 2015
|
|
March 1, 2014
|
||||
|
|
(dollars in thousands)
|
||||||
Income tax expense
|
|
$
|
40,673
|
|
|
$
|
47,166
|
|
Income tax expense as a percentage of net sales
|
|
2.2
|
%
|
|
2.8
|
%
|
||
Effective income tax rate
|
|
33.8
|
%
|
|
38.6
|
%
|
|
|
Year Ended
|
||||||
|
|
February 28, 2015
|
|
March 1, 2014
|
||||
|
|
(dollars in thousands)
|
||||||
Net loss attributable to redeemable noncontrolling interest
|
|
$
|
2,251
|
|
|
$
|
1,851
|
|
Net loss attributable to redeemable noncontrolling interest as a percentage of net sales
|
|
0.1
|
%
|
|
0.1
|
%
|
|
|
Year Ended
|
||||||
|
|
February 28, 2015
|
|
March 1, 2014
|
||||
|
|
(dollars in thousands, except per
share data) |
||||||
Net income attributable to The Finish Line, Inc.
|
|
$
|
81,993
|
|
|
$
|
76,903
|
|
Net income attributable to The Finish Line, Inc. as a percentage of net sales
|
|
4.5
|
%
|
|
4.6
|
%
|
||
Diluted earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
1.70
|
|
|
$
|
1.56
|
|
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
Cash and cash equivalents
|
|
$
|
79,495
|
|
|
$
|
149,569
|
|
Merchandise inventories, net
|
|
$
|
376,506
|
|
|
$
|
343,403
|
|
Interest-bearing debt
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital
|
|
$
|
300,166
|
|
|
$
|
339,375
|
|
•
|
Strengthening engagement with the Finish Line consumer;
|
•
|
Driving the performance and contribution of our Macy’s and JackRabbit businesses;
|
•
|
Establishing the right leadership team; and
|
•
|
Creating an operating model that drives profitable growth and generates shareholder value consistently over the long-term.
|
|
|
Total
|
|
Payments Due by Fiscal Year
|
||||||||||||||||||||
|
|
Less than
1 Year |
|
1-3
Years |
|
3-5
Years |
|
After 5
Years |
|
Other
|
||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating lease obligations(1)
|
|
$
|
812,117
|
|
|
$
|
129,451
|
|
|
$
|
228,451
|
|
|
$
|
202,764
|
|
|
$
|
251,451
|
|
|
$
|
—
|
|
Other liabilities(2)(3)
|
|
8,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,764
|
|
||||||
Total contractual obligations
|
|
$
|
820,881
|
|
|
$
|
129,451
|
|
|
$
|
228,451
|
|
|
$
|
202,764
|
|
|
$
|
251,451
|
|
|
$
|
8,764
|
|
(1)
|
Includes the guaranteed minimum license fee associated with shops within department stores. The Company has entered into an arrangement to sell product in shops within department stores which includes a guaranteed minimum license fee in fiscal years 2017 through 2023. The license fee is compensation for use of the selling space, administrative and operational services, and use of the department store’s name.
|
(2)
|
Other liabilities includes future estimated payments associated with unrecognized tax benefits of $3.2 million. The Company expects to make cash outlays in the future related to unrecognized tax benefits. The liability is included in the “Other” category as the timing and amount of these payments is not known until the matters are resolved with relevant tax authorities. For further information related to unrecognized tax benefits, see Note 6, “Income Taxes,” to the consolidated financial statements included in Item 8, Financial Statements and Supplementary Data.
|
(3)
|
Other liabilities includes future payments related to our non-qualified deferred compensation plan of $5.5 million. The liability is included in the “Other” category as the timing of these future payments is not known until an employee leaves the Company or otherwise requests an in-service distribution. For further information related to our non-qualified deferred compensation plan, see Note 7, “Retirement Plans,” to the consolidated financial statements included in Item 8, Financial Statements and Supplementary Data.
|
/s/ Ernst & Young LLP
|
/s/ Ernst & Young LLP
|
|
|
February 27,
2016 |
|
February 28,
2015 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
79,495
|
|
|
$
|
149,569
|
|
Accounts receivable, net
|
|
18,227
|
|
|
16,663
|
|
||
Merchandise inventories, net
|
|
376,506
|
|
|
343,403
|
|
||
Income taxes receivable
|
|
28,877
|
|
|
8,963
|
|
||
Other
|
|
18,248
|
|
|
12,059
|
|
||
Total current assets
|
|
521,353
|
|
|
530,657
|
|
||
Property and equipment:
|
|
|
|
|
||||
Land
|
|
1,557
|
|
|
1,557
|
|
||
Building
|
|
43,768
|
|
|
43,637
|
|
||
Leasehold improvements
|
|
198,193
|
|
|
248,399
|
|
||
Furniture, fixtures, and equipment
|
|
256,483
|
|
|
187,404
|
|
||
Construction in progress
|
|
9,182
|
|
|
102,944
|
|
||
|
|
509,183
|
|
|
583,941
|
|
||
Less accumulated depreciation
|
|
265,790
|
|
|
309,581
|
|
||
Total property and equipment, net
|
|
243,393
|
|
|
274,360
|
|
||
Goodwill
|
|
44,029
|
|
|
34,719
|
|
||
Other assets, net
|
|
8,773
|
|
|
10,119
|
|
||
Total assets
|
|
$
|
817,548
|
|
|
$
|
849,855
|
|
|
|
February 27,
2016 |
|
February 28,
2015 |
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
157,651
|
|
|
$
|
133,053
|
|
Employee compensation
|
|
18,839
|
|
|
19,093
|
|
||
Accrued property and sales tax
|
|
10,710
|
|
|
10,499
|
|
||
Other liabilities and accrued expenses
|
|
33,987
|
|
|
28,637
|
|
||
Total current liabilities
|
|
221,187
|
|
|
191,282
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Deferred credits from landlords
|
|
32,327
|
|
|
29,143
|
|
||
Deferred income taxes
|
|
25,441
|
|
|
27,397
|
|
||
Other long-term liabilities
|
|
10,949
|
|
|
12,299
|
|
||
Redeemable noncontrolling interest, net
|
|
—
|
|
|
90
|
|
||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock, $.01 par value; 1,000 shares authorized; none issued
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; 110,000 shares authorized; 60,145 shares issued
|
|
|
|
|
||||
Shares outstanding - (2016 - 42,377; 2015 - 46,052)
|
|
601
|
|
|
601
|
|
||
Additional paid-in capital
|
|
237,129
|
|
|
227,006
|
|
||
Retained earnings
|
|
639,296
|
|
|
633,910
|
|
||
Treasury stock, shares held - (2016 - 17,381; 2015 - 13,706)
|
|
(349,382
|
)
|
|
(271,873
|
)
|
||
Total shareholders’ equity
|
|
527,644
|
|
|
589,644
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
817,548
|
|
|
$
|
849,855
|
|
|
|
Year Ended
|
||||||||||
|
|
February 27,
2016 |
|
February 28,
2015 |
|
March 1,
2014 |
||||||
Net sales
|
|
$
|
1,888,888
|
|
|
$
|
1,820,586
|
|
|
$
|
1,670,410
|
|
Cost of sales (including occupancy costs)
|
|
1,305,896
|
|
|
1,236,783
|
|
|
1,122,967
|
|
|||
Gross profit
|
|
582,992
|
|
|
583,803
|
|
|
547,443
|
|
|||
Selling, general, and administrative expenses
|
|
503,660
|
|
|
459,455
|
|
|
424,571
|
|
|||
Impairment charges and store closing costs
|
|
48,692
|
|
|
3,918
|
|
|
2,767
|
|
|||
Operating income
|
|
30,640
|
|
|
120,430
|
|
|
120,105
|
|
|||
Interest (expense) income, net
|
|
(65
|
)
|
|
(15
|
)
|
|
37
|
|
|||
Gain on sale of investment
|
|
—
|
|
|
—
|
|
|
2,076
|
|
|||
Income before income taxes
|
|
30,575
|
|
|
120,415
|
|
|
122,218
|
|
|||
Income tax expense
|
|
8,779
|
|
|
40,673
|
|
|
47,166
|
|
|||
Net income
|
|
21,796
|
|
|
79,742
|
|
|
75,052
|
|
|||
Net loss attributable to redeemable noncontrolling interest
|
|
96
|
|
|
2,251
|
|
|
1,851
|
|
|||
Net income attributable to The Finish Line, Inc.
|
|
$
|
21,892
|
|
|
$
|
81,993
|
|
|
$
|
76,903
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
0.49
|
|
|
$
|
1.71
|
|
|
$
|
1.57
|
|
Diluted earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
0.48
|
|
|
$
|
1.70
|
|
|
$
|
1.56
|
|
Dividends declared per share
|
|
$
|
0.37
|
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
|
|
Year Ended
|
||||||||||
|
|
February 27,
2016 |
|
February 28,
2015 |
|
March 1,
2014 |
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
21,796
|
|
|
$
|
79,742
|
|
|
$
|
75,052
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Impairment charges and store closing costs
|
|
48,692
|
|
|
3,918
|
|
|
2,767
|
|
|||
Depreciation and amortization
|
|
43,946
|
|
|
38,473
|
|
|
34,964
|
|
|||
Deferred income taxes
|
|
(999
|
)
|
|
22,033
|
|
|
10,143
|
|
|||
Loss on disposals of property and equipment
|
|
148
|
|
|
363
|
|
|
735
|
|
|||
Gain on settlements of contingent consideration
|
|
(654
|
)
|
|
(1,303
|
)
|
|
—
|
|
|||
Gain on sale of investment
|
|
—
|
|
|
—
|
|
|
(2,076
|
)
|
|||
Share-based compensation
|
|
10,932
|
|
|
8,193
|
|
|
7,068
|
|
|||
Excess tax benefits from share-based compensation
|
|
(316
|
)
|
|
(2,206
|
)
|
|
(2,897
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(1,564
|
)
|
|
(281
|
)
|
|
(1,189
|
)
|
|||
Merchandise inventories, net
|
|
(32,470
|
)
|
|
(35,970
|
)
|
|
(56,707
|
)
|
|||
Other assets
|
|
(8,711
|
)
|
|
6,751
|
|
|
(13,204
|
)
|
|||
Accounts payable
|
|
31,797
|
|
|
6,583
|
|
|
43,315
|
|
|||
Employee compensation
|
|
(254
|
)
|
|
(5,176
|
)
|
|
8,690
|
|
|||
Income taxes receivable/payable
|
|
(19,977
|
)
|
|
(20,603
|
)
|
|
6,248
|
|
|||
Other liabilities and accrued expenses
|
|
3,838
|
|
|
(200
|
)
|
|
5,632
|
|
|||
Deferred credits from landlords
|
|
3,184
|
|
|
1,485
|
|
|
443
|
|
|||
Net cash provided by operating activities
|
|
99,388
|
|
|
101,802
|
|
|
118,984
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures for property and equipment
|
|
(66,125
|
)
|
|
(88,087
|
)
|
|
(81,668
|
)
|
|||
Acquisitions, net of cash acquired
|
|
(8,278
|
)
|
|
(10,921
|
)
|
|
(12,687
|
)
|
|||
Proceeds from disposals of property and equipment
|
|
52
|
|
|
38
|
|
|
62
|
|
|||
Cash paid for investments
|
|
—
|
|
|
(2,177
|
)
|
|
—
|
|
|||
Proceeds from sale of investment
|
|
—
|
|
|
—
|
|
|
3,076
|
|
|||
Net cash used in investing activities
|
|
(74,351
|
)
|
|
(101,147
|
)
|
|
(91,217
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Borrowings on revolving credit facility
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|||
Repayments on revolving credit facility
|
|
(30,000
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid to shareholders
|
|
(16,407
|
)
|
|
(15,417
|
)
|
|
(13,674
|
)
|
|||
Proceeds from issuance of common stock
|
|
1,976
|
|
|
6,609
|
|
|
7,725
|
|
|||
Excess tax benefits from share-based compensation
|
|
316
|
|
|
2,206
|
|
|
2,897
|
|
|||
Purchases of treasury stock
|
|
(79,880
|
)
|
|
(68,053
|
)
|
|
(22,618
|
)
|
|||
Purchase of redeemable noncontrolling interest
|
|
(1,000
|
)
|
|
(9,000
|
)
|
|
—
|
|
|||
Proceeds from repayment of related-party promissory note
|
|
—
|
|
|
4,090
|
|
|
—
|
|
|||
Cash paid for settlements of contingent consideration
|
|
(116
|
)
|
|
(600
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
|
(95,111
|
)
|
|
(80,165
|
)
|
|
(25,670
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(70,074
|
)
|
|
(79,510
|
)
|
|
2,097
|
|
|||
Cash and cash equivalents at beginning of year
|
|
149,569
|
|
|
229,079
|
|
|
226,982
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
79,495
|
|
|
$
|
149,569
|
|
|
$
|
229,079
|
|
Supplemental disclosure of noncash operating and investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures incurred but not yet paid
|
|
$
|
5,712
|
|
|
$
|
13,532
|
|
|
$
|
9,200
|
|
|
|
Number of Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Totals
|
||||||||||||||
|
|
Common
|
|
Treasury
|
|
Common
|
|
|||||||||||||||||||
Balance at March 2, 2013
|
|
48,193
|
|
|
11,394
|
|
|
$
|
596
|
|
|
$
|
217,045
|
|
|
$
|
504,883
|
|
|
$
|
(197,661
|
)
|
|
$
|
524,863
|
|
Net income attributable to The Finish Line, Inc.
|
|
|
|
|
|
|
|
|
|
76,903
|
|
|
|
|
76,903
|
|
||||||||||
Cash dividends declared ($0.29 per share)
|
|
|
|
|
|
|
|
|
|
(14,155
|
)
|
|
|
|
(14,155
|
)
|
||||||||||
Non-qualified common stock options exercised and related tax benefits
|
|
751
|
|
|
(751
|
)
|
|
|
|
582
|
|
|
|
|
10,031
|
|
|
10,613
|
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
7,068
|
|
|
|
|
|
|
7,068
|
|
||||||||||
Restricted shares vested, net of repurchase for taxes
|
|
158
|
|
|
13
|
|
|
5
|
|
|
(268
|
)
|
|
|
|
(833
|
)
|
|
(1,096
|
)
|
||||||
Shares issued under employee stock purchase plan
|
|
31
|
|
|
(31
|
)
|
|
|
|
192
|
|
|
|
|
414
|
|
|
606
|
|
|||||||
Treasury stock purchased
|
|
(1,016
|
)
|
|
1,016
|
|
|
|
|
|
|
|
|
(22,618
|
)
|
|
(22,618
|
)
|
||||||||
Balance at March 1, 2014
|
|
48,117
|
|
|
11,641
|
|
|
601
|
|
|
224,619
|
|
|
567,631
|
|
|
(210,667
|
)
|
|
582,184
|
|
|||||
Net income attributable to The Finish Line, Inc.
|
|
|
|
|
|
|
|
|
|
81,993
|
|
|
|
|
81,993
|
|
||||||||||
Cash dividends declared ($0.33 per share)
|
|
|
|
|
|
|
|
|
|
(15,714
|
)
|
|
|
|
(15,714
|
)
|
||||||||||
Non-qualified common stock options exercised and related tax benefits
|
|
484
|
|
|
(484
|
)
|
|
|
|
2,858
|
|
|
|
|
5,772
|
|
|
8,630
|
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
8,193
|
|
|
|
|
|
|
8,193
|
|
||||||||||
Restricted shares vested, net of repurchase for taxes
|
|
122
|
|
|
(122
|
)
|
|
|
|
(2,032
|
)
|
|
|
|
778
|
|
|
(1,254
|
)
|
|||||||
Shares issued under employee stock purchase plan
|
|
29
|
|
|
(29
|
)
|
|
|
|
352
|
|
|
|
|
297
|
|
|
649
|
|
|||||||
Treasury stock purchased
|
|
(2,700
|
)
|
|
2,700
|
|
|
|
|
|
|
|
|
(68,053
|
)
|
|
(68,053
|
)
|
||||||||
Purchase of redeemable noncontrolling membership interest
|
|
|
|
|
|
|
|
(6,984
|
)
|
|
|
|
|
|
(6,984
|
)
|
||||||||||
Balance at February 28, 2015
|
|
46,052
|
|
|
13,706
|
|
|
601
|
|
|
227,006
|
|
|
633,910
|
|
|
(271,873
|
)
|
|
589,644
|
|
|||||
Net income attributable to The Finish Line, Inc.
|
|
|
|
|
|
|
|
|
|
21,892
|
|
|
|
|
21,892
|
|
||||||||||
Cash dividends declared ($0.37 per share)
|
|
|
|
|
|
|
|
|
|
(16,506
|
)
|
|
|
|
(16,506
|
)
|
||||||||||
Non-qualified common stock options exercised and related tax benefits
|
|
111
|
|
|
(111
|
)
|
|
|
|
887
|
|
|
|
|
1,339
|
|
|
2,226
|
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
10,932
|
|
|
|
|
|
|
10,932
|
|
||||||||||
Restricted shares vested, net of repurchase for taxes
|
|
88
|
|
|
(88
|
)
|
|
|
|
(1,399
|
)
|
|
|
|
629
|
|
|
(770
|
)
|
|||||||
Shares issued under employee stock purchase plan
|
|
39
|
|
|
(39
|
)
|
|
|
|
321
|
|
|
|
|
403
|
|
|
724
|
|
|||||||
Treasury stock purchased
|
|
(3,913
|
)
|
|
3,913
|
|
|
|
|
|
|
|
|
(79,880
|
)
|
|
(79,880
|
)
|
||||||||
Purchase of redeemable noncontrolling membership interest
|
|
|
|
|
|
|
|
(618
|
)
|
|
|
|
|
|
(618
|
)
|
||||||||||
Balance at February 27, 2016
|
|
42,377
|
|
|
17,381
|
|
|
$
|
601
|
|
|
$
|
237,129
|
|
|
$
|
639,296
|
|
|
$
|
(349,382
|
)
|
|
$
|
527,644
|
|
Category
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Footwear
|
|
$
|
1,681,629
|
|
|
89
|
%
|
|
$
|
1,596,443
|
|
|
88
|
%
|
|
$
|
1,466,039
|
|
|
88
|
%
|
Softgoods
|
|
207,259
|
|
|
11
|
%
|
|
224,143
|
|
|
12
|
%
|
|
204,371
|
|
|
12
|
%
|
|||
Total net sales
|
|
$
|
1,888,888
|
|
|
100
|
%
|
|
$
|
1,820,586
|
|
|
100
|
%
|
|
$
|
1,670,410
|
|
|
100
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Advertising expense
|
|
$
|
44,192
|
|
|
$
|
39,250
|
|
|
$
|
41,818
|
|
Cooperative advertising credits
|
|
(6,919
|
)
|
|
(5,005
|
)
|
|
(9,846
|
)
|
|||
Net advertising expense
|
|
$
|
37,273
|
|
|
$
|
34,245
|
|
|
$
|
31,972
|
|
Level 1:
|
|
Observable inputs such as quoted prices in active markets;
|
|
|
|
Level 2:
|
|
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
|
|
|
Level 3:
|
|
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
Allocation of
Purchase Price |
||
Goodwill
|
$
|
9,147
|
|
Tangible assets, net of liabilities
|
(216
|
)
|
|
Total purchase price
|
$
|
8,931
|
|
|
Allocation of
Purchase Price |
||
Goodwill
|
$
|
9,230
|
|
Tangible assets, net of liabilities
|
2,188
|
|
|
Total purchase price
|
$
|
11,418
|
|
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
34,719
|
|
|
$
|
25,608
|
|
Acquisitions
|
9,147
|
|
|
9,067
|
|
||
Other
|
163
|
|
|
44
|
|
||
Ending balance
|
$
|
44,029
|
|
|
$
|
34,719
|
|
|
|
February 27, 2016
|
|
February 28, 2015
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-qualified deferred compensation plan
|
|
$
|
5,538
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,424
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contingent consideration liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
650
|
|
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
650
|
|
|
$
|
1,903
|
|
Contingent consideration from acquisitions
|
120
|
|
|
650
|
|
||
Settlements of contingent consideration
|
(770
|
)
|
|
(1,903
|
)
|
||
Ending balance
|
$
|
—
|
|
|
$
|
650
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Minimum rent
|
$
|
112,065
|
|
|
$
|
102,888
|
|
|
$
|
90,570
|
|
Contingent rent
|
28,609
|
|
|
30,069
|
|
|
25,241
|
|
|||
Rent expense
|
$
|
140,674
|
|
|
$
|
132,957
|
|
|
$
|
115,811
|
|
2017
|
$
|
129,451
|
|
2018
|
118,467
|
|
|
2019
|
109,984
|
|
|
2020
|
103,638
|
|
|
2021
|
99,126
|
|
|
Thereafter
|
251,451
|
|
|
Total
|
$
|
812,117
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Currently payable:
|
|
|
|
|
|
||||||
Federal
|
$
|
9,715
|
|
|
$
|
17,534
|
|
|
$
|
32,610
|
|
State
|
63
|
|
|
1,106
|
|
|
4,413
|
|
|||
|
9,778
|
|
|
18,640
|
|
|
37,023
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
221
|
|
|
20,241
|
|
|
9,266
|
|
|||
State
|
(1,220
|
)
|
|
1,792
|
|
|
877
|
|
|||
|
(999
|
)
|
|
22,033
|
|
|
10,143
|
|
|||
Total income tax expense
|
$
|
8,779
|
|
|
$
|
40,673
|
|
|
$
|
47,166
|
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Deferred credits from landlords
|
$
|
10,719
|
|
|
$
|
10,563
|
|
Share-based compensation
|
6,462
|
|
|
4,235
|
|
||
Compensation accrual
|
1,091
|
|
|
458
|
|
||
Deferred compensation
|
2,149
|
|
|
2,492
|
|
||
Other
|
8,692
|
|
|
5,763
|
|
||
Total deferred tax assets
|
29,113
|
|
|
23,511
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(39,350
|
)
|
|
(38,133
|
)
|
||
Merchandise inventories
|
(12,286
|
)
|
|
(11,938
|
)
|
||
Other
|
(2,918
|
)
|
|
(837
|
)
|
||
Total deferred tax liabilities
|
(54,554
|
)
|
|
(50,908
|
)
|
||
Net deferred tax liability
|
$
|
(25,441
|
)
|
|
$
|
(27,397
|
)
|
|
2016
|
|
2015
|
|
2014
|
|||
Tax at statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
(0.5
|
)
|
|
1.9
|
|
|
2.9
|
|
Tax contingencies
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
Research and development tax credits
|
(6.1
|
)
|
|
—
|
|
|
—
|
|
Benefit of worthless stock deduction
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
Tax effect related to JackRabbit redeemable noncontrolling interest
|
0.1
|
|
|
0.6
|
|
|
0.5
|
|
Other
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
28.7
|
%
|
|
33.8
|
%
|
|
38.6
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefits at beginning of year
|
$
|
1,999
|
|
|
$
|
7,638
|
|
|
$
|
6,268
|
|
Increases in tax positions for prior years
|
1,167
|
|
|
—
|
|
|
1,695
|
|
|||
Decreases in tax positions for prior years
|
(259
|
)
|
|
(5,595
|
)
|
|
(195
|
)
|
|||
Increases in unrecognized tax benefits as a result of current year activity
|
176
|
|
|
50
|
|
|
2,385
|
|
|||
Decreases to unrecognized tax benefits relating to settlements with taxing authorities
|
—
|
|
|
(29
|
)
|
|
(209
|
)
|
|||
Decreases to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations
|
(598
|
)
|
|
(65
|
)
|
|
(2,306
|
)
|
|||
Unrecognized tax benefits at end of year
|
$
|
2,485
|
|
|
$
|
1,999
|
|
|
$
|
7,638
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Dividend yield
|
1.5
|
%
|
|
1.2
|
%
|
|
1.4
|
%
|
Volatility
|
33.4
|
%
|
|
36.6
|
%
|
|
53.4
|
%
|
Risk-free interest rate
|
1.4
|
%
|
|
1.7
|
%
|
|
0.8
|
%
|
Expected life
|
5.0 years
|
|
|
5.0 years
|
|
|
5.0 years
|
|
|
Number of
Shares |
|
Weighted
Average Exercise Price Per Share |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at February 28, 2015
|
2,016,323
|
|
|
$
|
20.90
|
|
|
|
|
|
||
Granted
|
803,328
|
|
|
24.17
|
|
|
|
|
|
|||
Exercised
|
(110,947
|
)
|
|
18.24
|
|
|
|
|
$
|
1,050,000
|
|
|
Forfeited and expired
|
(162,476
|
)
|
|
24.61
|
|
|
|
|
|
|||
Outstanding at February 27, 2016
|
2,546,228
|
|
|
$
|
21.81
|
|
|
7.3
|
|
$
|
2,517,000
|
|
Exercisable at February 27, 2016
|
898,379
|
|
|
$
|
17.65
|
|
|
5.5
|
|
$
|
2,498,000
|
|
Range of Exercise Prices
|
Number
Outstanding |
|
Weighted-Average
Remaining Contractual Life |
|
Weighted-Average
Exercise Price |
|
Number
Exercisable |
|
Weighted-Average
Exercise Price |
||||||
$1.00 - $10.00
|
160,833
|
|
|
2.5
|
|
$
|
5.84
|
|
|
160,833
|
|
|
$
|
5.84
|
|
$10.01 - $15.00
|
82,857
|
|
|
3.1
|
|
12.66
|
|
|
82,857
|
|
|
12.66
|
|
||
$15.01 - $20.00
|
565,561
|
|
|
6.7
|
|
19.17
|
|
|
280,034
|
|
|
19.08
|
|
||
$20.01 - $25.00
|
1,191,629
|
|
|
8.1
|
|
23.21
|
|
|
290,329
|
|
|
21.40
|
|
||
$25.01 +
|
545,348
|
|
|
8.1
|
|
27.59
|
|
|
84,326
|
|
|
27.46
|
|
||
|
2,546,228
|
|
|
7.3
|
|
$
|
21.81
|
|
|
898,379
|
|
|
$
|
17.65
|
|
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value |
|||
Unvested at February 28, 2015
|
726,198
|
|
|
$
|
22.42
|
|
Granted
|
220,784
|
|
|
24.61
|
|
|
Vested
|
(119,980
|
)
|
|
22.30
|
|
|
Forfeited
|
(114,385
|
)
|
|
22.15
|
|
|
Unvested at February 27, 2016
|
712,617
|
|
|
$
|
23.22
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to The Finish Line, Inc.
|
|
$
|
21,892
|
|
|
$
|
81,993
|
|
|
$
|
76,903
|
|
Net income attributable to The Finish Line, Inc. attributable to participating securities
|
|
263
|
|
|
982
|
|
|
919
|
|
|||
Net income attributable to The Finish Line, Inc. available to common shareholders
|
|
$
|
21,629
|
|
|
$
|
81,011
|
|
|
$
|
75,984
|
|
Basic earnings per share attributable to The Finish Line, Inc. shareholders:
|
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding
|
|
44,565
|
|
|
47,268
|
|
|
48,286
|
|
|||
Basic earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
0.49
|
|
|
$
|
1.71
|
|
|
$
|
1.57
|
|
Diluted earnings per share attributable to The Finish Line, Inc. shareholders:
|
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding
|
|
44,565
|
|
|
47,268
|
|
|
48,286
|
|
|||
Dilutive effect of potential common shares(a)
|
|
222
|
|
|
390
|
|
|
415
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
44,787
|
|
|
47,658
|
|
|
48,701
|
|
|||
Diluted earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
0.48
|
|
|
$
|
1.70
|
|
|
$
|
1.56
|
|
(a)
|
The computation of diluted earnings per share attributable to The Finish Line, Inc. shareholders excludes options to purchase approximately
1.7 million
,
0.6 million
, and
1.1 million
shares of common stock in fiscal
2016
,
2015
, and
2014
, respectively, because the impact of such options would have been antidilutive.
|
|
2016
|
|
2015
|
||||
Redeemable noncontrolling interest, net, beginning of period
|
$
|
90
|
|
|
$
|
1,774
|
|
Net loss attributable to redeemable noncontrolling interest
|
(96
|
)
|
|
(2,251
|
)
|
||
Purchase of redeemable noncontrolling interest
|
(1,000
|
)
|
|
(10,500
|
)
|
||
Proceeds and interest related to the Promissory Note
|
—
|
|
|
4,083
|
|
||
Decrease in The Finish Line, Inc.’s additional paid-in capital for purchase of redeemable noncontrolling membership interest
|
618
|
|
|
6,984
|
|
||
Decrease in deferred tax liability related to purchase of redeemable noncontrolling membership interest
|
388
|
|
|
—
|
|
||
Redeemable noncontrolling interest, net, end of period
|
$
|
—
|
|
|
$
|
90
|
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||
|
|
May 30, 2015
|
|
August 29, 2015
|
|
November 28, 2015
|
|
February 27, 2016
|
||||||||||||||||||||
|
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
443,394
|
|
|
100.0
|
%
|
|
$
|
483,150
|
|
|
100.0
|
%
|
|
$
|
382,090
|
|
|
100.0
|
%
|
|
$
|
580,254
|
|
|
100.0
|
%
|
Cost of sales (including occupancy costs)
|
|
304,418
|
|
|
68.7
|
|
|
323,943
|
|
|
67.0
|
|
|
293,574
|
|
|
76.8
|
|
|
383,961
|
|
|
66.2
|
|
||||
Gross profit
|
|
138,976
|
|
|
31.3
|
|
|
159,207
|
|
|
33.0
|
|
|
88,516
|
|
|
23.2
|
|
|
196,293
|
|
|
33.8
|
|
||||
Selling, general, and administrative expenses
|
|
116,457
|
|
|
26.3
|
|
|
117,604
|
|
|
24.4
|
|
|
125,019
|
|
|
32.8
|
|
|
144,580
|
|
|
24.9
|
|
||||
Impairment charges and store closing costs
|
|
168
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
48,183
|
|
|
8.3
|
|
||||
Operating income (loss)
|
|
22,351
|
|
|
5.0
|
|
|
41,443
|
|
|
8.6
|
|
|
(36,684
|
)
|
|
(9.6
|
)
|
|
3,530
|
|
|
0.6
|
|
||||
Interest (expense) income, net
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
||||
Income (loss) before income taxes
|
|
22,349
|
|
|
5.0
|
|
|
41,444
|
|
|
8.6
|
|
|
(36,687
|
)
|
|
(9.6
|
)
|
|
3,469
|
|
|
0.6
|
|
||||
Income tax expense (benefit)
|
|
8,615
|
|
|
1.9
|
|
|
15,583
|
|
|
3.2
|
|
|
(14,852
|
)
|
|
(3.9
|
)
|
|
(567
|
)
|
|
(0.1
|
)
|
||||
Net income (loss)
|
|
13,734
|
|
|
3.1
|
|
|
25,861
|
|
|
5.4
|
|
|
(21,835
|
)
|
|
(5.7
|
)
|
|
4,036
|
|
|
0.7
|
|
||||
Net loss attributable to redeemable noncontrolling interest
|
|
55
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) attributable to The Finish Line, Inc.
|
|
$
|
13,789
|
|
|
3.1
|
%
|
|
$
|
25,902
|
|
|
5.4
|
%
|
|
$
|
(21,835
|
)
|
|
(5.7
|
)%
|
|
$
|
4,036
|
|
|
0.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings (loss) per share attributable to The Finish Line, Inc. shareholders(a)
|
|
$
|
0.30
|
|
|
|
|
$
|
0.57
|
|
|
|
|
$
|
(0.49
|
)
|
|
|
|
$
|
0.09
|
|
|
|
||||
Diluted earnings (loss) per share attributable to The Finish Line, Inc. shareholders(a)
|
|
$
|
0.30
|
|
|
|
|
$
|
0.57
|
|
|
|
|
$
|
(0.49
|
)
|
|
|
|
$
|
0.09
|
|
|
|
||||
Dividends declared per share
|
|
$
|
0.09
|
|
|
|
|
$
|
0.09
|
|
|
|
|
$
|
0.09
|
|
|
|
|
$
|
0.10
|
|
|
|
(a)
|
Earnings (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly amounts may not equal the total for the fiscal year.
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||
|
|
May 31, 2014
|
|
August 30, 2014
|
|
November 29, 2014
|
|
February 28, 2015
|
||||||||||||||||||||
|
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
406,531
|
|
|
100.0
|
%
|
|
$
|
466,880
|
|
|
100.0
|
%
|
|
$
|
395,828
|
|
|
100.0
|
%
|
|
$
|
551,347
|
|
|
100.0
|
%
|
Cost of sales (including occupancy costs)
|
|
277,651
|
|
|
68.3
|
|
|
311,760
|
|
|
66.8
|
|
|
284,074
|
|
|
71.8
|
|
|
363,298
|
|
|
65.9
|
|
||||
Gross profit
|
|
128,880
|
|
|
31.7
|
|
|
155,120
|
|
|
33.2
|
|
|
111,754
|
|
|
28.2
|
|
|
188,049
|
|
|
34.1
|
|
||||
Selling, general, and administrative expenses
|
|
108,896
|
|
|
26.8
|
|
|
111,882
|
|
|
24.0
|
|
|
114,923
|
|
|
29.0
|
|
|
123,754
|
|
|
22.4
|
|
||||
Impairment charges and store closing costs
|
|
2,314
|
|
|
0.6
|
|
|
379
|
|
|
—
|
|
|
462
|
|
|
0.1
|
|
|
763
|
|
|
0.1
|
|
||||
Operating income (loss)
|
|
17,670
|
|
|
4.3
|
|
|
42,859
|
|
|
9.2
|
|
|
(3,631
|
)
|
|
(0.9
|
)
|
|
63,532
|
|
|
11.6
|
|
||||
Interest income (expense), net
|
|
7
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
||||
Income (loss) before income taxes
|
|
17,677
|
|
|
4.3
|
|
|
42,858
|
|
|
9.2
|
|
|
(3,631
|
)
|
|
(0.9
|
)
|
|
63,511
|
|
|
11.6
|
|
||||
Income tax expense (benefit)
|
|
7,022
|
|
|
1.7
|
|
|
16,699
|
|
|
3.6
|
|
|
(6,126
|
)
|
|
(1.5
|
)
|
|
23,078
|
|
|
4.2
|
|
||||
Net income
|
|
10,655
|
|
|
2.6
|
|
|
26,159
|
|
|
5.6
|
|
|
2,495
|
|
|
0.6
|
|
|
40,433
|
|
|
7.4
|
|
||||
Net loss (income) attributable to redeemable noncontrolling interest
|
|
1,780
|
|
|
0.5
|
|
|
(2
|
)
|
|
—
|
|
|
83
|
|
|
0.1
|
|
|
390
|
|
|
—
|
|
||||
Net income attributable to The Finish Line, Inc.
|
|
$
|
12,435
|
|
|
3.1
|
%
|
|
$
|
26,157
|
|
|
5.6
|
%
|
|
$
|
2,578
|
|
|
0.7
|
%
|
|
$
|
40,823
|
|
|
7.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings per share attributable to The Finish Line, Inc. shareholders(a)
|
|
$
|
0.26
|
|
|
|
|
$
|
0.54
|
|
|
|
|
$
|
0.05
|
|
|
|
|
$
|
0.87
|
|
|
|
||||
Diluted earnings per share attributable to The Finish Line, Inc. shareholders(a)
|
|
$
|
0.25
|
|
|
|
|
$
|
0.54
|
|
|
|
|
$
|
0.05
|
|
|
|
|
$
|
0.87
|
|
|
|
||||
Dividends declared per share
|
|
$
|
0.08
|
|
|
|
|
$
|
0.08
|
|
|
|
|
$
|
0.08
|
|
|
|
|
$
|
0.09
|
|
|
|
(a)
|
Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly amounts may not equal the total for the fiscal year.
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
|
Number of shares to be
issued upon exercise of outstanding options, warrants, and rights (1) |
|
Weighted average
exercise price of outstanding options, warrants, and rights |
|
Number of shares
remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (2) |
||||
Equity compensation plans approved by shareholders
|
|
2,546,228
|
|
|
$
|
21.81
|
|
|
3,935,311
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
These shares are subject to awards made or to be made under the Company’s Amended and Restated 2009 Incentive Plan and Employee Stock Purchase Plan, and awards previously made and which remain outstanding under the 2002 Incentive Plan and the Non-Employee Director Stock Option Plan.
|
(2)
|
Includes the following shares which remain available for future issuance under the referenced plans as of
February 27, 2016
: 2,024,454 shares under the Amended and Restated 2009 Incentive Plan and 1,910,857 shares under the Employee Stock Purchase Plan. Under the terms of the 2002 Incentive Plan, future grants are no longer permitted.
|
|
Page
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Restated Articles of Incorporation of The Finish Line, Inc., amended and restated as of July 23, 2009.(1)
|
|
|
3.2
|
Bylaws of The Finish Line, Inc., amended as of July 23, 2009.(2)
|
|
|
4.1
|
2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005).(3)*
|
|
|
4.2
|
Amendment No. 1 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005).(4)*
|
|
|
4.3
|
Amendment No. 2 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005).(5)*
|
|
|
4.4
|
Amendment No. 3 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005).(6)*
|
|
|
4.5
|
The Finish Line, Inc. 2009 Incentive Plan Amended and Restated as of April 16, 2014.(7)*
|
|
|
10.1
|
Form of Award Agreement for Employees and Employee Directors pursuant to the 2002 Stock Incentive Plan.(8)*
|
Exhibit
Number
|
Description
|
|
|
10.2
|
Form of Award Agreement for Nonemployee Directors pursuant to the 2002 Stock Incentive Plan.(9)*
|
|
|
10.3
|
Form of Non-Qualified Option Award Letter for Employees and Employee Directors pursuant to the 2002 Stock Incentive Plan.(10)*
|
|
|
10.4
|
Form of Non-Qualified Option Award Letter for Nonemployee Directors pursuant to the 2002 Stock Incentive Plan.(11)*
|
|
|
10.5
|
Form of Incentive Stock Award Letter pursuant to the 2002 Stock Incentive Plan.(12)*
|
|
|
10.6
|
Form of Indemnity Agreement between The Finish Line, Inc. and each of its Directors or Executive Officers.(13)
|
|
|
10.7
|
The Finish Line, Inc. Non-Employee Director Stock Option Plan, as amended and restated.(14)*
|
|
|
10.8
|
The Finish Line, Inc. Employee Stock Purchase Plan.(15)*
|
|
|
10.9
|
The Finish Line, Inc. Non-Qualified Deferred Compensation Plan.(16)*
|
|
|
10.10
|
Amendment No. 1 to The Finish Line, Inc. Non-Qualified Deferred Compensation Plan.(17)*
|
|
|
10.11
|
Retirement Agreement, effective February 28, 2016, by and between The Finish Line, Inc. and Glenn S. Lyon.(18)*
|
|
|
10.12
|
Employment Agreement of Edward W. Wilhelm, dated as of March 30, 2009.(19)*
|
|
|
10.13
|
Amendment No. 1 to the Amended and Restated Employment Agreement of Edward W. Wilhelm.(20)*
|
|
|
10.14
|
Form of The Finish Line, Inc. 2009 Incentive Plan Non-Qualified Stock Option Award Agreement.(21)*
|
|
|
10.15
|
Form of The Finish Line, Inc. 2009 Incentive Plan Restricted Stock Award Agreement.(22)*
|
|
|
10.16
|
Amended and Restated Revolving Credit Facility Credit Agreement, dated as of November 30, 2012, by and among The Finish Line, Inc., The Finish Line USA, Inc., The Finish Line Distribution, Inc., Finish Line Transportation Co., Inc., and Spike’s Holding, LLC as Borrowers, The Finish Line MA, Inc., as Guarantor, certain Lenders named therein, Bank of America, N.A., as Syndication Agent, and PNC Bank, National Association, as Administrative Agent, Lead Arranger, and Sole Book Runner.(23)
|
|
|
10.17
|
Amended and Restated Continuing Agreement of Guaranty And Suretyship—Subsidiaries, dated as of November 30, 2012, by The Finish Line MA, Inc.(24)
|
|
|
10.18
|
Form of The Finish Line, Inc. 2009 Incentive Plan Restricted Stock Award Agreement for Time Based Vesting.*
|
|
|
10.19
|
Form of The Finish Line, Inc. 2009 Incentive Plan Restricted Stock Award Agreement for Performance Based Vesting.*
|
|
|
10.20
|
Employment Agreement of Samuel M. Sato, effective as of February 28, 2016.(25)*
|
|
|
10.21
|
Retirement Agreement, effective June 30, 2013, by and between The Finish Line, Inc. and Steven J. Schneider.(26)*
|
Exhibit
Number
|
Description
|
|
|
10.22
|
Resignation and General Release Agreement, effective December 5, 2014, between Mark S. Landau and The Finish Line, Inc.(27)*
|
|
|
10.23
|
Employment Agreement of Bill Kirkendall, dated as of April 25, 2014.(28)*
|
|
|
10.24
|
Employment Agreement of Imran Jooma, dated as of February 9, 2015.(29)*
|
|
|
10.25
|
Employment Agreement of Melissa A. Gereenwell, dated as of February 5, 2016.(30)*
|
|
|
14
|
Code of Ethics of The Finish Line, Inc., amended as of February 11, 2013.(31)
|
|
|
21
|
Subsidiaries of The Finish Line, Inc.
|
|
|
23
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101
|
The following materials from the Company’s Form 10-K for the year ended February 27, 2016, formatted in an XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Changes in Shareholders’ Equity; and (v) Notes to Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules.
|
(1)
|
Previously filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference.
|
(2)
|
Previously filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference.
|
(3)
|
Previously filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 2, 2013 and incorporated herein by reference.
|
(4)
|
Previously filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 2, 2013 and incorporated herein by reference.
|
(5)
|
Previously filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 2, 2013 and incorporated herein by reference.
|
(6)
|
Previously filed as Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 2, 2013 and incorporated herein by reference.
|
(7)
|
Previously filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2014 and incorporated herein by reference.
|
(8)
|
Previously filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 26, 2011 and incorporated herein by reference.
|
(9)
|
Previously filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 26, 2011 and incorporated herein by reference.
|
(10)
|
Previously filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 26, 2011 and incorporated herein by reference.
|
(11)
|
Previously filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 26, 2011 and incorporated herein by reference.
|
(12)
|
Previously filed as Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 26, 2011 and incorporated herein by reference.
|
(13)
|
Previously filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference
|
(14)
|
Previously filed as Exhibit 10.7 to the Registrant’s Annual Report on form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference.
|
(15)
|
Previously filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference.
|
(16)
|
Previously filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 2, 2013 and incorporated herein by reference.
|
(17)
|
Previously filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 2, 2013 and incorporated herein by reference.
|
(18)
|
Previously filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 20165 and incorporated herein by reference.
|
(19)
|
Previously filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 1, 2014 and incorporated herein by reference.
|
(20)
|
Previously filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 1, 2014 and incorporated herein by reference.
|
(21)
|
Previously filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference.
|
(22)
|
Previously filed as Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference.
|
(23)
|
Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2012 and incorporated herein by reference.
|
(24)
|
Previously filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2012 and incorporated herein by reference.
|
(25)
|
Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 2016 and incorporated herein by reference.
|
(26)
|
Previously filed as Exhibit 10.1 to the Registrant’s Annual Report on Form 10-Q for the quarter ended June 1, 2013 and incorporated herein by reference.
|
(27)
|
Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2014 and incorporated herein by reference.
|
(28)
|
Previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2015 and incorporated herein by reference.
|
(29)
|
Previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2015 and incorporated herein by reference.
|
(30)
|
Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2016 and incorporated herein by reference.
|
(31)
|
Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2013 and incorporated herein by reference.
|
*
|
Management contract or compensatory plan, contract, or arrangement.
|
|
|
|
|
|
|
THE FINISH LINE, INC.
|
|
|
|
|
|
Date:
|
April 26, 2016
|
By:
|
/
S
/ E
DWARD
W. W
ILHELM
|
|
|
|
Edward W. Wilhelm,
Executive Vice President,
Chief Financial Officer
|
|
|
|
|
Date:
|
April 26, 2016
|
|
/s/ S
AMUEL
M. S
ATO
|
|
|
|
Samuel M. Sato,
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
|
Date:
|
April 26, 2016
|
|
/s/ E
DWARD
W. W
ILHELM
|
|
|
|
Edward W. Wilhelm,
Executive Vice President, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
Date:
|
April 26, 2016
|
|
/s/ G
LENN
S. L
YON
|
|
|
|
Glenn S. Lyon, Executive Chairman
|
|
|
|
|
Date:
|
April 26, 2016
|
|
/s/ S
TEPHEN
G
OLDSMITH
|
|
|
|
Stephen Goldsmith, Director
|
|
|
|
|
Date:
|
April 26, 2016
|
|
/s/ W
ILLIAM
P. C
ARMICHAEL
|
|
|
|
William P. Carmichael, Director
|
|
|
|
|
Date:
|
April 26, 2016
|
|
/s/ C
ATHERINE
A. L
ANGHAM
|
|
|
|
Catherine A. Langham, Director
|
|
|
|
|
Date:
|
April 26, 2016
|
|
/s/ D
OLORES
A. K
UNDA
|
|
|
|
Dolores A. Kunda, Director
|
|
|
|
|
Date:
|
April 26, 2016
|
|
/s/ N
ORMAN
H. G
URWITZ
|
|
|
|
Norman H. Gurwitz, Director
|
|
|
|
|
Date:
|
April 26, 2016
|
|
/s/ R
ICHARD
P. C
RYSTAL
|
|
|
|
Richard P. Crystal, Director
|
|
|
|
|
Date:
|
April 26, 2016
|
|
/s/ T
ORRENCE
B
OONE
|
|
|
|
Torrence Boone, Director
|
|
|
Exhibit
Number
|
Description
|
|
|
10.18
|
Form of The Finish Line, Inc. 2009 Incentive Plan Restricted Stock Award Agreement for Time Based Vesting.
|
|
|
10.19
|
Form of The Finish Line, Inc. 2009 Incentive Plan Restricted Stock Award Agreement for Performance Based Vesting.
|
|
|
21
|
Subsidiaries of The Finish Line, Inc.
|
|
|
23
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101
|
The following materials from the Company’s Form 10-K for the year ended February 27, 2016, formatted in an XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Changes in Shareholders’ Equity; and (v) Notes to Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules.
|
1.
|
Grant of Restricted Stock
. The Company hereby grants to you an Award of the number of shares of Restricted Stock set forth next to “Number of Shares Awarded” on
Exhibit A
(for purposes of this Agreement, “
Stock
” represented by the shares of Restricted Stock is shares of the Company’s Common Stock), subject to the terms, conditions and provisions of The Finish Line, Inc. 2009 Incentive Plan (as amended, the “
Plan
”), which is incorporated herein by reference, and this Agreement. Except to the extent expressly provided herein, capitalized terms used in this Agreement shall have the same meaning ascribed thereto in the Plan.
|
2.
|
Restrictions
. Subject to the provisions of the Plan and this Agreement, during the period commencing on the date set forth next to “Grant Date” on
Exhibit A
(the “
Grant Date
”) and ending on the date the Restricted Stock is Vested pursuant to Section 3 of this Agreement, you shall not be permitted to sell, assign, margin, encumber, convey, gift, alienate, hypothecate, pledge, dispose of, or otherwise transfer the Restricted Stock.
|
3.
|
Vesting
. You will not own the Restricted Stock free and clear of the restrictions imposed by the Plan and this Agreement until your Restricted Stock is “
Vested
,” which will occur as set forth under “Vesting Schedule” on
Exhibit A
. The terms set forth in the “Vesting Schedule” on
Exhibit A
shall govern the forfeiture of the Restricted Stock if you suffer a Termination of Employment prior to the Restricted Stock becoming Vested. Notwithstanding the foregoing and notwithstanding anything to the contrary contained herein or in the Plan:
|
(a)
|
In the event you suffer a Termination of Employment by reason of your Retirement (as hereinafter defined), then all unvested Restricted Stock shall fully vest, and any restrictions shall lapse, upon the date of such Termination of Employment due to Retirement. “
Retirement
” means a Termination of Employment as a result of your resignation on or after you reach age 60 with 10 years of minimum service. The Company shall have the sole right and authority to determine whether your Termination of Employment is a Retirement and such determination by the Company shall be final and binding on you.
|
(b)
|
In the event you suffer a Termination of Employment by reason of your death or your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months (“
Permanent Disability
”), then all unvested Restricted Stock shall fully vest, and any restrictions shall lapse, upon the date of such Termination of Employment due to death or Permanent Disability. You shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Company in such form and manner, and at such times, as the Company may require and any determination by the Company that you do or do not have a Permanent Disability shall be final and binding upon you.
|
4.
|
Shareholder Rights
. During the period the Restricted Stock is not Vested, you shall have, with respect to the shares of Restricted Stock, the right to vote the shares and the right to receive dividends and distributions. However, any such dividends and distributions shall not vest until the underlying Restricted Stock is Vested.
|
5.
|
Issuance of Certificates
. If any certificate is issued representing the Restricted Stock, that certificate shall contain any legend deemed appropriate by the Company and that certificate may be retained by the Company and you agree to execute any share power in blank deemed appropriate by the Company. As soon as practicable after the Restricted Stock is Vested, the Company shall, at its discretion, cause a certificate or certificates for the appropriate number of shares of the Stock to be issued to you.
|
6.
|
Award Subject to Plan
. This Award of Restricted Stock is granted pursuant to the Plan, as in effect on the Grant Date, and is subject to all the terms and conditions of the Plan as the same may be amended from time to time and the rules, guidelines and practices governing the Plan adopted by the Committee; provided, however, that no such amendment shall materially impair your rights under this Agreement without your consent. A copy of the Plan and the prospectus has been furnished to you. The Company shall, upon written request, send a copy of the Plan, in its then current form, and/or the prospectus, in its then current form, to you. In the event of any conflict between the terms, conditions and provisions of the Plan and this Agreement, the terms, conditions and provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
|
7.
|
Payment of Withholding Taxes
. If the Company becomes obligated to withhold an amount on account of any federal, state or local income tax imposed as a result of this Award of Restricted Stock or the vesting or lapsing of restrictions with respect to this Award of Restricted Stock (such amount shall be referred to herein as the “
Withholding Liability
”), you agree to pay the Withholding Liability to the Company at such time and in such manner as is required by the Company. The obligations of the Company under the Plan and this Agreement shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to you.
|
8.
|
Notices
. All notices and other communications required or permitted to be given under the Plan or this Agreement shall be in writing or other form approved by the Committee or the Company and shall be deemed to have been duly given as follows: (a) if to the Company, mailed first class, postage prepaid, to 3308 North Mitthoeffer Road, Indianapolis, Indiana 46235, to the attention of the Corporate Secretary of the Company, with a copy to the General Counsel of the Company at the same address; or (b) if to you, then delivered personally, mailed first class, postage prepaid at your last address known to the sender at the time the notice or other communication is sent or delivered, or by e-mail, interoffice mail, intranet or other means of office communication determined by the Committee or the Company.
|
9.
|
Stock Exchange Requirements; Applicable Laws
. You agree to comply with all laws, rules, and regulations applicable to the grant and vesting of each Award of Restricted Stock and the sale or other disposition of Stock received pursuant to each Award of Restricted Stock, including, without limitation, compliance with the Company’s insider trading policies. The Stock you receive under the Plan will have been registered under the Securities Act of 1933, as amended (the “
1933 Act
”). If you are an “affiliate” of the Company, as that term is defined in Rule 144, promulgated pursuant to the 1933 Act (“
Rule 144
”), you may not sell the Stock received pursuant to an Award of Restricted Stock except in compliance with Rule 144. Certificates representing Stock issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Stock as the Company deems appropriate to comply with federal and state securities laws.
|
10.
|
No Employment or Continued Service Rights
. Nothing contained herein shall be deemed to alter the relationship between the Company or an Affiliate and you, or the contractual relationship between you and the Company or an Affiliate if there is a written contract regarding such relationship. Nothing contained herein shall be construed to constitute a contract of employment between the Company or an Affiliate and you. The Company or an Affiliate and you continue to have the right to terminate the employment or service relationship at any time for any reason, except as provided in a written contract. The Company or an Affiliate shall have no obligation to retain you in its employ or service as a result of the Plan, this Agreement or the Award of Restricted Stock. There shall be no inference as to the length of employment or service hereby, and the Company or an Affiliate reserves the same rights to terminate your employment or service as existed prior to you becoming a Participant in the Plan, entering into this Agreement or receiving the Award of Restricted Stock.
|
11.
|
Governing Law and Venue
. This Agreement and the Award of Restricted Stock granted hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Indiana, without regard to conflict of law principles and provisions. In the event of litigation arising in connection with actions under this Agreement and/or the Award of Restricted Stock, you agree that you shall submit to the jurisdiction of courts located in Marion County, Indiana, or to the federal district court that encompasses said county.
|
12.
|
Entire Agreement
. The Plan and this Agreement constitutes the entire agreement with respect to the subject matter thereof and hereof, provided that in the event of any inconsistency between the Plan and this Agreement, the terms and conditions of the Plan shall control.
|
13.
|
Counterparts
. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Agreement may be accepted and/or executed by either party by electronic means, and any electronically accepted or executed document shall be treated as an original document.
|
|
|
|
|
|
|
The Finish Line, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Printed:
|
|
|
|
Title:
|
|
(Participant Name)
|
(Participant Street Address, City, State and Zip Code)
|
|
|
1.
|
Grant of Restricted Stock
. The Company hereby grants to you an Award of the number of shares of Restricted Stock set forth next to “Number of Shares Awarded” on
Exhibit A
(for purposes of this Agreement, “
Stock
” represented by the shares of Restricted Stock is shares of the Company’s Common Stock), subject to the terms, conditions and provisions of The Finish Line, Inc. 2009 Incentive Plan (as amended, the “
Plan
”), which is incorporated herein by reference, and this Agreement. Except to the extent expressly provided herein, capitalized terms used in this Agreement shall have the same meaning ascribed thereto in the Plan.
|
2.
|
Restrictions
. Subject to the provisions of the Plan and this Agreement, during the period commencing on the date set forth next to “Grant Date” on
Exhibit A
(the “
Grant Date
”) and ending on the date the Restricted Stock is Vested pursuant to Section 3 of this Agreement, you shall not be permitted to sell, assign, margin, encumber, convey, gift, alienate, hypothecate, pledge, dispose of, or otherwise transfer the Restricted Stock.
|
3.
|
Vesting
. You will not own the Restricted Stock free and clear of the restrictions imposed by the Plan and this Agreement until your Restricted Stock is “
Vested
,” which will occur as set forth under “Vesting Schedule” on
Exhibit A
. The terms set forth in the “Vesting Schedule” on
Exhibit A
shall govern the forfeiture of the Restricted Stock if you suffer a Termination of Employment prior to the Restricted Stock becoming Vested. Notwithstanding the foregoing and notwithstanding anything to the contrary contained herein or in the Plan, in the event you suffer a Termination of Employment by reason of your death or your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months (“
Permanent Disability
”), then all unvested Restricted Stock shall fully vest, and any restrictions shall lapse, upon the date of such Termination of Employment due to death or Permanent Disability. You shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Company in such form and manner, and at such times, as the Company may require and you agree that any determination by the Company that you do or do not have a Permanent Disability shall be final and binding upon you.
|
4.
|
Shareholder Rights
. During the period the Restricted Stock is not Vested, you shall have, with respect to the shares of Restricted Stock, the right to vote the shares. During the period the Restricted Stock is not Vested, each time a dividend is paid on the Stock represented by the shares of Restricted Stock, the amount of the dividend paid on one share of Stock, multiplied by the number of shares of Restricted Stock set forth herein, as adjusted by the receipt of additional shares of Restricted Stock under this Section, shall be divided by the closing price of the Stock on the dividend payment date and such resulting number shall be added to the number of shares of Restricted Stock granted to the Participant under this Agreement and shall be subject to the Vesting Schedule set forth in this Agreement.
|
5.
|
Issuance of Certificates
. If any certificate is issued representing the Restricted Stock, that certificate shall contain any legend deemed appropriate by the Company and that certificate may be retained by the Company and you agree to execute any share power in blank deemed appropriate by the Company. As soon as practicable after the Restricted Stock is Vested, the Company shall, at its discretion, cause a certificate or certificates for the appropriate number of shares of the Stock to be issued to you.
|
6.
|
Award Subject to Plan
. This Award of Restricted Stock is granted pursuant to the Plan, as in effect on the Grant Date, and is subject to all the terms and conditions of the Plan as the same may be amended from time to time and the rules, guidelines and practices governing the Plan adopted by the Committee; provided, however, that no such amendment shall materially impair your rights under this Agreement without your consent. A copy of the Plan and
|
7.
|
Payment of Withholding Taxes
. If the Company becomes obligated to withhold an amount on account of any federal, state or local income tax imposed as a result of this Award of Restricted Stock or the vesting or lapsing of restrictions with respect to this Award of Restricted Stock (such amount shall be referred to herein as the “
Withholding Liability
”), you agree to pay the Withholding Liability to the Company at such time and in such manner as is required by the Company. The obligations of the Company under the Plan and this Agreement shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to you.
|
8.
|
Notices
. All notices and other communications required or permitted to be given under the Plan or this Agreement shall be in writing or other form approved by the Committee or the Company and shall be deemed to have been duly given as follows: (a) if to the Company, mailed first class, postage prepaid, to 3308 North Mitthoeffer Road, Indianapolis, Indiana 46235, to the attention of the Corporate Secretary of the Company, with a copy to the General Counsel of the Company at the same address; or (b) if to you, then delivered personally, mailed first class, postage prepaid at your last address known to the sender at the time the notice or other communication is sent or delivered, or by e-mail, interoffice mail, intranet or other means of office communication determined by the Committee or the Company.
|
9.
|
Stock Exchange Requirements; Applicable Laws
. You agree to comply with all laws, rules, and regulations applicable to the grant and vesting of each Award of Restricted Stock and the sale or other disposition of Stock received pursuant to each Award of Restricted Stock, including, without limitation, compliance with the Company’s insider trading policies. The Stock you receive under the Plan will have been registered under the Securities Act of 1933, as amended (the “
1933 Act
”). If you are an “affiliate” of the Company, as that term is defined in Rule 144, promulgated pursuant to the 1933 Act (“
Rule 144
”), you may not sell the Stock received pursuant to an Award of Restricted Stock except in compliance with Rule 144. Certificates representing Stock issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Stock as the Company deems appropriate to comply with federal and state securities laws.
|
10.
|
No Employment or Continued Service Rights
. Nothing contained herein shall be deemed to alter the relationship between the Company or an Affiliate and you, or the contractual relationship between you and the Company or an Affiliate if there is a written contract regarding such relationship. Nothing contained herein shall be construed to constitute a contract of employment between the Company or an Affiliate and you. The Company or an Affiliate and you continue to have the right to terminate the employment or service relationship at any time for any reason, except as provided in a written contract. The Company or an Affiliate shall have no obligation to retain you in its employ or service as a result of the Plan, this Agreement or the Award of Restricted Stock. There shall be no inference as to the length of employment or service hereby, and the Company or an Affiliate reserves the same rights to terminate your employment or service as existed prior to you becoming a Participant in the Plan, entering into this Agreement or receiving the Award of Restricted Stock.
|
11.
|
Governing Law and Venue
. This Agreement and the Award of Restricted Stock granted hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Indiana, without regard to conflict of law principles and provisions. In the event of litigation arising in connection with actions under this Agreement and/or the Award of Restricted Stock, you agree that you shall submit to the jurisdiction of courts located in Marion County, Indiana, or to the federal district court that encompasses said county.
|
12.
|
Entire Agreement
. The Plan and this Agreement constitutes the entire agreement with respect to the subject matter thereof and hereof, provided that in the event of any inconsistency between the Plan and this Agreement, the terms and conditions of the Plan shall control.
|
13.
|
Counterparts
. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Agreement may be accepted and/or executed by either party by electronic means, and any electronically accepted or executed document shall be treated as an original document.
|
|
|
|
|
|
|
The Finish Line, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Printed:
|
|
|
|
Title:
|
|
(Participant Name)
|
(Participant Street Address, City, State and Zip Code)
|
|
|
Subsidiary
|
|
State of Incorporation
|
|
Percentage of Ownership
|
|
The Finish Line USA, Inc.
|
|
Indiana
|
|
100%
|
|
The Finish Line Distribution, Inc.
|
|
Indiana
|
|
100%
|
|
Finish Line Transportation Co., Inc.
|
|
Indiana
|
|
100%
|
|
The Finish Line MA, Inc.
|
|
Indiana
|
|
100%
|
|
The Finish Line Puerto Rico, Inc.
|
|
Indiana
|
|
100%
|
|
Spike’s Holding, LLC
|
|
Indiana
|
|
100%
|
|
The Running Specialty Group, LLC
|
|
Indiana
|
|
100%
|
|
The Running Specialty Group Acquisitions 1, LLC
|
|
Indiana
|
|
100%
|
|
(1)
|
Registration Statement (Form S-8 No. 033-84590) pertaining to The Finish Line, Inc. Non-Employee Director Stock Option Plan,
|
|
|
(2)
|
Registration Statements (Form S-8 Nos. 333-100427 and 333-126881) pertaining to the 2002 Stock Incentive Plan of The Finish Line, Inc.
|
|
|
(3)
|
Registration Statement (Form S-8 No. 333-118069) pertaining to The Finish Line, Inc. Employee Stock Purchase Plan,
|
|
|
(4)
|
Registration Statement (Form S-8 No. 333-160751) pertaining to The Finish Line, Inc. 2009 Incentive Plan,
|
|
|
(5)
|
Registration Statement (Form S-3 No. 333-150091) of The Finish Line, Inc., and
|
|
|
(6)
|
Registration Statement (Form S-3 No. 333-182628) of The Finish Line, Inc.
|
|
/s/ Ernst & Young LLP
|
|
Indianapolis, Indiana
|
April 26, 2016
|
1.
|
I have reviewed this Annual Report on Form 10-K of The Finish Line, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 26, 2016
|
By:
|
/s/ SAMUEL M. SATO
|
|
|
|
Samuel M. Sato
|
|
|
|
Chief Executive Officer and Director
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of The Finish Line, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 26, 2016
|
By:
|
/s/ EDWARD W. WILHELM
|
|
|
|
Edward W. Wilhelm
|
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Executive Vice President, Chief Financial Officer
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The Annual Report on Form 10-K of the Company for the year ended
February 27, 2016
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78); and
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The information contained in such Annual Report on Form 10-K fairly presents, in all material aspects, the financial condition and results of operation of the Company.
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Date:
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April 26, 2016
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By:
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/s/ S
AMUEL
M. S
ATO
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Samuel M. Sato
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Chief Executive Officer and Director
(Principal Executive Officer)
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By:
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/s/ E
DWARD
W. W
ILHELM
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Edward W. Wilhelm
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Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
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