|
|
|
|
|
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
|
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
|
¨
|
Emerging growth company
|
|
¨
|
|
|
|
|
|
|
|
|
Category
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
(in thousands)
|
|||||||||||||||||||
Footwear
|
|
$
|
1,715,348
|
|
|
93
|
%
|
|
$
|
1,619,002
|
|
|
90
|
%
|
|
$
|
1,550,691
|
|
|
89
|
%
|
Softgoods
|
|
129,045
|
|
|
7
|
%
|
|
179,980
|
|
|
10
|
%
|
|
200,016
|
|
|
11
|
%
|
|||
Total net sales
|
|
$
|
1,844,393
|
|
|
100
|
%
|
|
$
|
1,798,982
|
|
|
100
|
%
|
|
$
|
1,750,707
|
|
|
100
|
%
|
State
|
|
Finish Line
|
|
Branded shops
within department stores |
|
State
|
|
Finish Line
|
|
Branded shops
within department stores |
|||
Alabama
|
|
8
|
|
|
2
|
|
Nebraska
|
|
3
|
|
|
|
|
Arizona
|
|
12
|
|
|
9
|
|
Nevada
|
|
5
|
|
5
|
|
|
Arkansas
|
|
6
|
|
|
|
|
New Hampshire
|
|
4
|
|
2
|
|
|
California
|
|
41
|
|
|
87
|
|
New Jersey
|
|
14
|
|
18
|
|
|
Colorado
|
|
12
|
|
|
4
|
|
New Mexico
|
|
3
|
|
1
|
|
|
Connecticut
|
|
8
|
|
|
8
|
|
|
New York
|
|
23
|
|
27
|
|
Delaware
|
|
1
|
|
|
1
|
|
North Carolina
|
|
14
|
|
3
|
|
|
Florida
|
|
42
|
|
|
28
|
|
|
North Dakota
|
|
2
|
|
|
|
Georgia
|
|
18
|
|
|
11
|
|
Ohio
|
|
36
|
|
12
|
|
|
Hawaii
|
|
|
|
|
4
|
|
|
Oklahoma
|
|
5
|
|
1
|
|
Idaho
|
|
|
|
|
1
|
|
Oregon
|
|
1
|
|
6
|
|
|
Illinois
|
|
33
|
|
|
13
|
|
Pennsylvania
|
|
27
|
|
13
|
|
|
Indiana
|
|
23
|
|
|
6
|
|
Rhode Island
|
|
1
|
|
2
|
|
|
Iowa
|
|
7
|
|
|
|
|
South Carolina
|
|
9
|
|
|
|
|
Kansas
|
|
4
|
|
|
2
|
|
South Dakota
|
|
1
|
|
|
|
|
Kentucky
|
|
8
|
|
|
2
|
|
Tennessee
|
|
14
|
|
5
|
|
|
Louisiana
|
|
6
|
|
|
3
|
|
Texas
|
|
58
|
|
24
|
|
|
Maine
|
|
1
|
|
|
1
|
|
Virginia
|
|
24
|
|
9
|
|
|
Maryland
|
|
17
|
|
|
11
|
|
|
Washington
|
|
8
|
|
18
|
|
Massachusetts
|
|
13
|
|
|
10
|
|
|
West Virginia
|
|
6
|
|
|
|
Michigan
|
|
19
|
|
|
8
|
|
Wisconsin
|
|
8
|
|
2
|
|
|
Minnesota
|
|
9
|
|
|
6
|
|
Wyoming
|
|
1
|
|
|
|
|
Mississippi
|
|
6
|
|
|
|
|
District of
Columbia |
|
|
|
1
|
|
|
Missouri
|
|
9
|
|
|
6
|
|
Puerto Rico
|
|
3
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
573
|
|
374
|
|
Name
|
|
Age
|
|
Position
|
|
Officer Since
|
Samuel M. Sato(1)
|
|
53
|
|
Chief Executive Officer and Director
|
|
2007
|
Melissa Greenwell(2)
|
|
50
|
|
Executive Vice President, Chief Operating Officer
|
|
2013
|
Edward W. Wilhelm(3)
|
|
58
|
|
Executive Vice President, Chief Financial Officer
|
|
2009
|
AJ Sutera(4)
|
|
51
|
|
Executive Vice President, Chief Information and Technology Officer
|
|
2016
|
Imran Jooma(5)
|
|
45
|
|
Divisional President, Executive Vice President, Omnichannel Strategy
|
|
2015
|
John Hall(6)
|
|
52
|
|
Divisional President, Executive Vice President, Chief Merchandising Officer
|
|
2016
|
(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)
|
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.
|
(3)
|
Mr. Wilhelm has served as Executive Vice President, Chief Financial Officer of the Company since joining the Company in March 2009.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
Mr. Hall has served as Divisional President, Executive Vice President, Chief Merchandising Officer since April 21, 2016. Prior to joining the Company, Mr. Hall was Vice President, Corporate Merchandiser of Rack Menswear at Nordstrom. During his almost 30 years at Nordstrom, he also served as Shoe Buyer, Vice President/National Merchandise Manager (men’s shoes), Vice President/Footwear Brand Manager (Nordstrom Product Group supporting men’s, women’s, and kids’ shoes), and Vice President/Corporate Merchandise Manager (kids’ shoes).
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||||||||
Quarter Ended
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
May
|
|
$
|
22.18
|
|
|
$
|
16.81
|
|
|
$
|
26.83
|
|
|
$
|
23.06
|
|
August
|
|
24.41
|
|
|
16.64
|
|
|
29.05
|
|
|
24.39
|
|
||||
November
|
|
24.52
|
|
|
19.07
|
|
|
26.69
|
|
|
15.37
|
|
||||
February
|
|
24.50
|
|
|
16.36
|
|
|
19.11
|
|
|
15.51
|
|
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 27, 2016 – December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
5,041,936
|
|
January 1, 2017 – January 28, 2017
|
|
250,000
|
|
|
17.82
|
|
|
250,000
|
|
|
4,791,936
|
|
|
January 29, 2017 – February 25, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,791,936
|
|
|
|
|
250,000
|
|
|
$
|
17.81
|
|
|
250,000
|
|
|
|
(1)
|
The average price paid per share includes any brokerage commissions.
|
|
|
Year Ended
|
||||||||||||||||||
|
|
February 25,
|
|
February 27,
|
|
February 28,
|
|
March 1,
|
|
March 2,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(in thousands, except per share and store/shop data)
|
||||||||||||||||||
Statement of Operations Data(1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,844,393
|
|
|
$
|
1,798,982
|
|
|
$
|
1,750,707
|
|
|
$
|
1,620,231
|
|
|
$
|
1,415,730
|
|
Cost of sales (including occupancy costs)(a)
|
|
1,295,989
|
|
|
1,242,960
|
|
|
1,182,365
|
|
|
1,089,609
|
|
|
939,001
|
|
|||||
Gross profit
|
|
548,404
|
|
|
556,022
|
|
|
568,342
|
|
|
530,622
|
|
|
476,729
|
|
|||||
Selling, general, and administrative expenses(a)(b)
|
|
480,897
|
|
|
469,836
|
|
|
432,007
|
|
|
403,548
|
|
|
353,530
|
|
|||||
Impairment charges and store closing costs
|
|
13,312
|
|
|
43,637
|
|
|
2,030
|
|
|
2,767
|
|
|
6,264
|
|
|||||
Operating income
|
|
54,195
|
|
|
42,549
|
|
|
134,305
|
|
|
124,307
|
|
|
116,935
|
|
|||||
Interest expense (income), net
|
|
279
|
|
|
65
|
|
|
15
|
|
|
(37
|
)
|
|
(198
|
)
|
|||||
Gain on sale of investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,038
|
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
|
53,916
|
|
|
42,484
|
|
|
134,290
|
|
|
125,382
|
|
|
117,133
|
|
|||||
Income tax expense(c)
|
|
18,760
|
|
|
13,562
|
|
|
45,191
|
|
|
47,663
|
|
|
44,235
|
|
|||||
Net income from continuing operations
|
|
35,156
|
|
|
28,922
|
|
|
89,099
|
|
|
77,719
|
|
|
72,898
|
|
|||||
Net loss from discontinued operations, net of tax
|
|
(53,364
|
)
|
|
(7,126
|
)
|
|
(9,357
|
)
|
|
(2,667
|
)
|
|
(3,717
|
)
|
|||||
Net (loss) income
|
|
(18,208
|
)
|
|
21,796
|
|
|
79,742
|
|
|
75,052
|
|
|
69,181
|
|
|||||
Net loss attributable to redeemable noncontrolling interest of discontinued operations
|
|
—
|
|
|
96
|
|
|
2,251
|
|
|
1,851
|
|
|
2,292
|
|
|||||
Net (loss) income attributable to The Finish Line, Inc.
|
|
$
|
(18,208
|
)
|
|
$
|
21,892
|
|
|
$
|
81,993
|
|
|
$
|
76,903
|
|
|
$
|
71,473
|
|
Earnings Per Share Data(1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (loss) earnings per share attributable to The Finish Line, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.86
|
|
|
$
|
0.64
|
|
|
$
|
1.86
|
|
|
$
|
1.59
|
|
|
$
|
1.44
|
|
Discontinued operations
|
|
$
|
(1.31
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
Basic (loss) earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
(0.45
|
)
|
|
$
|
0.49
|
|
|
$
|
1.71
|
|
|
$
|
1.57
|
|
|
$
|
1.42
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted (loss) earnings per share attributable to The Finish Line, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.85
|
|
|
$
|
0.64
|
|
|
$
|
1.85
|
|
|
$
|
1.58
|
|
|
$
|
1.42
|
|
Discontinued operations
|
|
$
|
(1.29
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
Diluted (loss) earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
(0.44
|
)
|
|
$
|
0.48
|
|
|
$
|
1.70
|
|
|
$
|
1.56
|
|
|
$
|
1.40
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
|
$
|
0.41
|
|
|
$
|
0.37
|
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
|
$
|
0.25
|
|
Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic weighted-average shares
|
|
40,911
|
|
|
44,565
|
|
|
47,268
|
|
|
48,286
|
|
|
49,824
|
|
|||||
Diluted weighted-average shares(2)
|
|
41,367
|
|
|
44,787
|
|
|
47,658
|
|
|
48,701
|
|
|
50,491
|
|
|||||
Selected Store Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of stores/shops
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Opened during year
|
|
7
|
|
|
9
|
|
|
223
|
|
|
205
|
|
|
32
|
|
|||||
Closed during year
|
|
(43
|
)
|
|
(58
|
)
|
|
(21
|
)
|
|
(23
|
)
|
|
(21
|
)
|
|||||
Open at end of year
|
|
947
|
|
|
983
|
|
|
1,032
|
|
|
830
|
|
|
648
|
|
|||||
Total square feet(3)
|
|
3,714,228
|
|
|
3,754,572
|
|
|
3,875,969
|
|
|
3,737,550
|
|
|
3,514,611
|
|
|||||
Average square feet per store/shop(3)
|
|
3,922
|
|
|
3,820
|
|
|
3,756
|
|
|
4,503
|
|
|
5,424
|
|
|||||
Net sales per square foot for brick and mortar comparable stores(4)(5)
|
|
$
|
372
|
|
|
$
|
369
|
|
|
$
|
368
|
|
|
$
|
366
|
|
|
$
|
353
|
|
Increase in Finish Line comparable sales(5)(6)
|
|
0.3
|
%
|
|
1.8
|
%
|
|
3.2
|
%
|
|
4.2
|
%
|
|
5.8
|
%
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
269,439
|
|
|
$
|
347,533
|
|
|
$
|
320,266
|
|
|
$
|
362,297
|
|
|
$
|
354,352
|
|
Total assets
|
|
$
|
746,468
|
|
|
$
|
817,548
|
|
|
$
|
783,128
|
|
|
$
|
769,095
|
|
|
$
|
678,871
|
|
Total debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Shareholders’ equity
|
|
$
|
451,498
|
|
|
$
|
527,644
|
|
|
$
|
589,644
|
|
|
$
|
582,184
|
|
|
$
|
524,863
|
|
(1)
|
All fiscal years presented included
52
weeks.
|
(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.
|
(5)
|
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.
|
(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
2017
and
2016
include $3.7 million and $3.6 million, respectively 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
2.5%
to
$1,844.4 million
in fiscal
2017
compared to
$1,799.0 million
in fiscal
2016
.
|
•
|
Finish Line comparable sales for fiscal
2017
increased
0.3%
.
|
•
|
Finish Line’s digital comparable sales (which are included in Finish Line comparable sales) increased 11.4%.
|
•
|
Net sales per square foot for brick and mortar comparable stores increased $3 to $372 per square foot.
|
•
|
Shops within department stores net sales increased
$73.4 million
, or
29.7%
, to
$320.7 million
.
|
•
|
Gross profit was
$548.4 million
(
29.7%
of net sales) in fiscal
2017
compared to
$556.0 million
(
30.9%
of net sales) in fiscal
2016
.
|
•
|
Product margin, as a percentage of net sales, decreased 1.0%, which was primarily due to being more promotional than the prior year, primarily during the holiday season through the end of the year, which caused a decrease in product margins in the current year as compared to the prior year.
|
•
|
Occupancy costs, as a percentage of net sales, increased 0.2%.
|
•
|
SG&A expenses were
$480.9 million
(
26.1%
of net sales) in fiscal
2017
compared to
$469.8 million
(
26.1%
of net sales) in fiscal
2016
.
|
•
|
During fiscal
2017
, depreciation expense increased due to the Company’s capital investments related to the replacement of the Company’s warehouse and order management system in the third quarter of fiscal 2016. In addition, the Company incurred incremental SG&A expenses to support the growth in stores/shops and digital.
|
•
|
The Company closed on the sale of its JackRabbit division on February 24, 2017 and has classified the loss on sale and results of JackRabbit within discontinued operations.
|
•
|
Operating income was
$54.2 million
(
2.9%
of net sales) in fiscal
2017
compared to
$42.5 million
(
2.4%
of net sales) in fiscal
2016
.
|
•
|
The
$11.6 million
increase
, or
27.4%
, was primarily due to
$30.3 million
less in impairment charges and store closing costs. The
$13.3 million
in impairment charges and store closing costs recorded in fiscal
2017
related to the write-off of long-lived assets of underperforming stores, obsolete store fixtures and corporate assets, and fixtures and equipment related to the
43
stores/shops closed during fiscal
2017
. This compared to
$43.6 million
in impairment charges and store closing costs in fiscal
2016
. This was partially offset by the decrease in gross profit.
|
•
|
Net income from continuing operations was
$35.2 million
(
1.9%
of net sales) in fiscal
2017
compared to
$28.9 million
(
1.6%
of net sales) in fiscal
2016
, an
increase
of
$6.3 million
, or
21.6%
.
|
•
|
Diluted earnings per share from continuing operations attributable to The Finish Line, Inc. shareholders increased 32.8% to $0.85 in fiscal
2017
compared to $0.64 in fiscal
2016
.
|
•
|
Cash and cash equivalents were
$90.9 million
as of
February 25, 2017
with no interest bearing debt.
|
•
|
Generated cash from continuing operations of
$167.5 million
in fiscal
2017
.
|
•
|
Cash outlay for capital expenditures was
$74.8 million
from continuing operations.
|
•
|
Paid
$16.7 million
of dividends to shareholders in fiscal
2017
.
|
•
|
Repurchased 2.5 million shares of the Company’s common stock totaling
$52.8 million
during fiscal
2017
.
|
•
|
Opened
6
new and closed
24
brick and mortar stores during fiscal
2017
, ending the year with
573
brick and mortar stores. Additionally, the Company updated 42 stores in fiscal
2017
with its new store design.
|
•
|
Opened
1
new branded shop within a department store and closed branded shops within
19
department stores during fiscal
2017
, ending the year with branded shops in
374
department stores. Additionally, the Company repositioned and expanded shops within 64 department stores.
|
|
|
Year Ended
|
||||
Number of stores/shops
|
|
February 25, 2017
|
|
February 27, 2016
|
||
Finish Line:
|
|
|
|
|
||
Beginning of year
|
|
591
|
|
|
637
|
|
Opened
|
|
6
|
|
|
8
|
|
Closed
|
|
(24
|
)
|
|
(54
|
)
|
End of year
|
|
573
|
|
|
591
|
|
Branded shops within department stores:
|
|
|
|
|
||
Beginning of year
|
|
392
|
|
|
395
|
|
Opened
|
|
1
|
|
|
1
|
|
Closed
|
|
(19
|
)
|
|
(4
|
)
|
End of year
|
|
374
|
|
|
392
|
|
Total:
|
|
|
|
|
||
Beginning of year
|
|
983
|
|
|
1,032
|
|
Opened
|
|
7
|
|
|
9
|
|
Closed
|
|
(43
|
)
|
|
(58
|
)
|
End of year
|
|
947
|
|
|
983
|
|
Square feet information
|
|
February 25, 2017
|
|
February 27, 2016
|
||
Finish Line:
|
|
|
|
|
||
Square feet
|
|
3,187,942
|
|
|
3,278,039
|
|
Average store size
|
|
5,564
|
|
|
5,547
|
|
Branded shops within department stores:
|
|
|
|
|
||
Square feet
|
|
526,286
|
|
|
476,533
|
|
Average shop size
|
|
1,407
|
|
|
1,216
|
|
Total:
|
|
|
|
|
||
Square feet
|
|
3,714,228
|
|
|
3,754,572
|
|
|
|
Year Ended
|
|||||||||||||||||||
Category
|
|
February 25, 2017
|
|
February 27, 2016
|
|
February 28, 2015
|
|||||||||||||||
Footwear
|
|
$
|
1,715,348
|
|
|
93
|
%
|
|
$
|
1,619,002
|
|
|
90
|
%
|
|
$
|
1,550,691
|
|
|
89
|
%
|
Softgoods
|
|
129,045
|
|
|
7
|
%
|
|
179,980
|
|
|
10
|
%
|
|
200,016
|
|
|
11
|
%
|
|||
Total net sales
|
|
$
|
1,844,393
|
|
|
100
|
%
|
|
$
|
1,798,982
|
|
|
100
|
%
|
|
$
|
1,750,707
|
|
|
100
|
%
|
|
|
Year Ended
|
|||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
|
February 28, 2015
|
|||
Income Statement Data:
|
|
|
|
|
|
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales (including occupancy costs)
|
|
70.3
|
|
|
69.1
|
|
|
67.5
|
|
Gross profit
|
|
29.7
|
|
|
30.9
|
|
|
32.5
|
|
Selling, general, and administrative expenses
|
|
26.1
|
|
|
26.1
|
|
|
24.7
|
|
Impairment charges and store closing costs
|
|
0.7
|
|
|
2.4
|
|
|
0.1
|
|
Operating income
|
|
2.9
|
|
|
2.4
|
|
|
7.7
|
|
Interest expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
Income from continuing operations before income taxes
|
|
2.9
|
|
|
2.4
|
|
|
7.7
|
|
Income tax expense
|
|
1.0
|
|
|
0.8
|
|
|
2.6
|
|
Net income from continuing operations
|
|
1.9
|
|
|
1.6
|
|
|
5.1
|
|
Net loss from discontinued operations
|
|
(2.9
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
Net (loss) income
|
|
(1.0
|
)
|
|
1.2
|
|
|
4.6
|
|
Net loss attributable to redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Net (loss) income attributable to The Finish Line, Inc.
|
|
(1.0
|
)%
|
|
1.2
|
%
|
|
4.7
|
%
|
|
|
Year Ended
|
||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
|
|
(dollars in thousands)
|
||||||
Brick and mortar stores sales
|
|
$
|
1,196,927
|
|
|
$
|
1,258,405
|
|
Digital sales
|
|
326,752
|
|
|
293,228
|
|
||
Shops within department stores sales
|
|
320,714
|
|
|
247,349
|
|
||
Total net sales
|
|
$
|
1,844,393
|
|
|
$
|
1,798,982
|
|
|
|
|
|
|
||||
Brick and mortar comparable sales decrease
|
|
(2.4
|
)%
|
|
(0.8
|
)%
|
||
Digital comparable sales increase
|
|
11.4
|
%
|
|
14.5
|
%
|
||
Finish Line comparable sales increase
|
|
0.3
|
%
|
|
1.8
|
%
|
||
Shops within department stores comparable sales increase
|
|
33.0
|
%
|
|
N/A
|
|
•
|
An increase in shops within department store net sales of
29.7%
, primarily due to an increase in comparable sales as a result of the repositioning and expansion of 152 branded shops during fiscal 2017 and 2016, partially offset by a decrease in non-branded shop net sales.
|
•
|
A decrease in Finish Line net sales (composed of brick and mortar net sales and digital net sales) of 1.8%, primarily due to a net decrease in Finish Line store count as compared to the prior year, partially offset by an increase of
0.3%
Finish Line comparable sales, which was due to an increase in brick and mortar and digital average dollar per transaction and digital traffic, partially offset by a decrease in brick and mortar and digital conversion and brick and mortar traffic in fiscal
2017
as compared to fiscal
2016
.
|
|
|
Year Ended
|
||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
|
|
(dollars in thousands)
|
||||||
Cost of sales (including occupancy costs)
|
|
$
|
1,295,989
|
|
|
$
|
1,242,960
|
|
Gross profit
|
|
$
|
548,404
|
|
|
$
|
556,022
|
|
Gross profit as a percentage of net sales
|
|
29.7
|
%
|
|
30.9
|
%
|
|
|
Year Ended
|
||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
|
|
(dollars in thousands)
|
||||||
Selling, general, and administrative expenses
|
|
$
|
480,897
|
|
|
$
|
469,836
|
|
Selling, general, and administrative expenses as a percentage of net sales
|
|
26.1
|
%
|
|
26.1
|
%
|
|
|
Year Ended
|
||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
|
|
(dollars in thousands)
|
||||||
Impairment charges and store closing costs
|
|
$
|
13,312
|
|
|
$
|
43,637
|
|
Impairment charges and store closing costs as a percentage of net sales
|
|
0.7
|
%
|
|
2.4
|
%
|
||
Number of stores/shops closed
|
|
43
|
|
|
58
|
|
|
|
Year Ended
|
||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
|
|
(dollars in thousands)
|
||||||
Interest expense, net
|
|
$
|
279
|
|
|
$
|
65
|
|
Interest expense, net as a percentage of net sales
|
|
—
|
%
|
|
—
|
%
|
|
|
Year Ended
|
||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
|
|
(dollars in thousands)
|
||||||
Income tax expense
|
|
$
|
18,760
|
|
|
$
|
13,562
|
|
Income tax expense as a percentage of net sales
|
|
1.0
|
%
|
|
0.8
|
%
|
||
Effective income tax rate
|
|
34.8
|
%
|
|
31.9
|
%
|
|
|
Year Ended
|
||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
|
|
(dollars in thousands)
|
||||||
Net income from continuing operations
|
|
$
|
35,156
|
|
|
$
|
28,922
|
|
Net income from continuing operations as a percentage of net sales
|
|
1.9
|
%
|
|
1.6
|
%
|
||
Diluted earnings per share attributable to The Finish Line, Inc. from continuing operations
|
|
$
|
0.85
|
|
|
$
|
0.64
|
|
|
|
Year Ended
|
||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
|
|
(dollars in thousands)
|
||||||
Net loss from discontinued operations, net of tax
|
|
$
|
(53,364
|
)
|
|
$
|
(7,126
|
)
|
Net loss from discontinued operations as a percentage of net sales
|
|
(2.9
|
)%
|
|
(0.4
|
)%
|
||
Diluted loss per share attributable to The Finish Line, Inc. from discontinued operations
|
|
$
|
(1.29
|
)
|
|
$
|
(0.16
|
)
|
|
|
Year Ended
|
||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
Net sales
|
|
$
|
89,739
|
|
|
$
|
89,906
|
|
Cost of sales (including occupancy costs)
|
|
68,495
|
|
|
62,936
|
|
||
Gross profit
|
|
21,244
|
|
|
26,970
|
|
||
Selling, general, and administrative
|
|
30,488
|
|
|
33,824
|
|
||
Impairment charges and store closing costs
|
|
44,202
|
|
|
5,055
|
|
||
Loss on sale of discontinued operations
|
|
33,500
|
|
|
—
|
|
||
Loss from discontinued operations before income tax benefit
|
|
(86,946
|
)
|
|
(11,909
|
)
|
||
Income tax benefit
|
|
33,582
|
|
|
4,783
|
|
||
Net loss from discontinued operations, net of tax
|
|
$
|
(53,364
|
)
|
|
$
|
(7,126
|
)
|
|
|
Year Ended
|
||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
|
|
(dollars in thousands)
|
||||||
Net loss attributable to redeemable noncontrolling interest of discontinued operations
|
|
$
|
—
|
|
|
$
|
96
|
|
Net loss attributable to redeemable noncontrolling interest of discontinued operations as a percentage of net sales
|
|
—
|
%
|
|
—
|
%
|
|
|
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
|
|
||
Total net sales
|
|
$
|
1,798,982
|
|
|
$
|
1,750,707
|
|
|
|
|
|
|
||||
Brick and mortar comparable sales (decrease) increase
|
|
(0.8
|
)%
|
|
—
|
%
|
||
Digital comparable sales increase
|
|
14.5
|
%
|
|
22.6
|
%
|
||
Finish Line comparable sales increase
|
|
1.8
|
%
|
|
3.2
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Cost of sales (including occupancy costs)
|
|
$
|
1,242,960
|
|
|
$
|
1,182,365
|
|
Gross profit
|
|
$
|
556,022
|
|
|
$
|
568,342
|
|
Gross profit as a percentage of net sales
|
|
30.9
|
%
|
|
32.5
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Selling, general, and administrative expenses
|
|
$
|
469,836
|
|
|
$
|
432,007
|
|
Selling, general, and administrative expenses as a percentage of net sales
|
|
26.1
|
%
|
|
24.7
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Impairment charges and store closing costs
|
|
$
|
43,637
|
|
|
$
|
2,030
|
|
Impairment charges and store closing costs as a percentage of net sales
|
|
2.4
|
%
|
|
0.1
|
%
|
||
Number of stores/shops closed
|
|
58
|
|
|
21
|
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Interest expense, net
|
|
$
|
65
|
|
|
$
|
15
|
|
Interest expense, net as a percentage of net sales
|
|
—
|
%
|
|
—
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Income tax expense
|
|
$
|
13,562
|
|
|
$
|
45,191
|
|
Income tax expense as a percentage of net sales
|
|
0.8
|
%
|
|
2.6
|
%
|
||
Effective income tax rate
|
|
31.9
|
%
|
|
33.7
|
%
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Net income from continuing operations
|
|
$
|
28,922
|
|
|
$
|
89,099
|
|
Net income from continuing operations as a percentage of net sales
|
|
1.6
|
%
|
|
5.1
|
%
|
||
Diluted earnings per share attributable to The Finish Line, Inc. from continuing operations
|
|
$
|
0.64
|
|
|
$
|
1.85
|
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Net loss from discontinued operations, net of tax
|
|
$
|
(7,126
|
)
|
|
$
|
(9,357
|
)
|
Net loss from discontinued operations as a percentage of net sales
|
|
(0.4
|
)%
|
|
(0.5
|
)%
|
||
Diluted loss per share attributable to The Finish Line, Inc. from discontinued operations
|
|
$
|
(0.16
|
)
|
|
$
|
(0.15
|
)
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
Net sales
|
|
$
|
89,906
|
|
|
$
|
69,879
|
|
Cost of sales (including occupancy costs)
|
|
62,936
|
|
|
54,419
|
|
||
Gross profit
|
|
26,970
|
|
|
15,460
|
|
||
Selling, general, and administrative expenses
|
|
33,824
|
|
|
27,447
|
|
||
Impairment charges and store closing costs
|
|
5,055
|
|
|
1,888
|
|
||
Loss from discontinued operations before income tax benefit
|
|
(11,909
|
)
|
|
(13,875
|
)
|
||
Income tax benefit
|
|
4,783
|
|
|
4,518
|
|
||
Net loss from discontinued operations, net of tax
|
|
(7,126
|
)
|
|
(9,357
|
)
|
|
|
Year Ended
|
||||||
|
|
February 27, 2016
|
|
February 28, 2015
|
||||
|
|
(dollars in thousands)
|
||||||
Net loss attributable to redeemable noncontrolling interest of discontinued operations
|
|
$
|
96
|
|
|
$
|
2,251
|
|
Net loss attributable to redeemable noncontrolling interest of discontinued operations as a percentage of net sales
|
|
—
|
%
|
|
0.1
|
%
|
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
Cash and cash equivalents
|
|
$
|
90,856
|
|
|
$
|
79,495
|
|
Merchandise inventories, net
|
|
$
|
331,146
|
|
|
$
|
347,966
|
|
Interest-bearing debt
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital
|
|
$
|
269,439
|
|
|
$
|
300,166
|
|
|
|
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)
|
|
$
|
722,751
|
|
|
$
|
122,914
|
|
|
$
|
223,365
|
|
|
$
|
199,762
|
|
|
$
|
176,710
|
|
|
$
|
—
|
|
Other liabilities(2)(3)
|
|
8,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,112
|
|
||||||
Total contractual obligations
|
|
$
|
730,863
|
|
|
$
|
122,914
|
|
|
$
|
223,365
|
|
|
$
|
199,762
|
|
|
$
|
176,710
|
|
|
$
|
8,112
|
|
(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 $2.6 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 25,
2017 |
|
February 27,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
90,856
|
|
|
$
|
79,495
|
|
Accounts receivable, net
|
|
20,470
|
|
|
16,482
|
|
||
Merchandise inventories, net
|
|
331,146
|
|
|
347,966
|
|
||
Income taxes receivable
|
|
35,559
|
|
|
28,877
|
|
||
Other current assets
|
|
13,379
|
|
|
17,009
|
|
||
Current assets held for sale
|
|
—
|
|
|
31,524
|
|
||
Total current assets
|
|
491,410
|
|
|
521,353
|
|
||
Property and equipment:
|
|
|
|
|
||||
Land
|
|
1,557
|
|
|
1,557
|
|
||
Building
|
|
44,249
|
|
|
43,665
|
|
||
Leasehold improvements
|
|
206,446
|
|
|
193,852
|
|
||
Furniture, fixtures, and equipment
|
|
281,730
|
|
|
253,897
|
|
||
Construction in progress
|
|
6,503
|
|
|
9,164
|
|
||
|
|
540,485
|
|
|
502,135
|
|
||
Less accumulated depreciation
|
|
292,588
|
|
|
263,068
|
|
||
Total property and equipment, net
|
|
247,897
|
|
|
239,067
|
|
||
Other assets, net
|
|
7,161
|
|
|
7,857
|
|
||
Long-term assets held for sale
|
|
—
|
|
|
49,271
|
|
||
Total assets
|
|
$
|
746,468
|
|
|
$
|
817,548
|
|
|
|
February 25,
2017 |
|
February 27,
2016 |
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
166,614
|
|
|
$
|
150,050
|
|
Employee compensation
|
|
15,407
|
|
|
17,602
|
|
||
Accrued property and sales tax
|
|
9,750
|
|
|
10,225
|
|
||
Other liabilities and accrued expenses
|
|
30,200
|
|
|
30,029
|
|
||
Current liabilities held for sale
|
|
—
|
|
|
13,281
|
|
||
Total current liabilities
|
|
221,971
|
|
|
221,187
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Deferred credits from landlords
|
|
32,133
|
|
|
30,503
|
|
||
Deferred income taxes
|
|
32,226
|
|
|
25,441
|
|
||
Other long-term liabilities
|
|
8,640
|
|
|
10,869
|
|
||
Long-term liabilities held for sale
|
|
—
|
|
|
1,904
|
|
||
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 - (2017 – 40,337; 2016 – 42,377)
|
|
601
|
|
|
601
|
|
||
Additional paid-in capital
|
|
245,335
|
|
|
237,129
|
|
||
Retained earnings
|
|
604,136
|
|
|
639,296
|
|
||
Treasury stock, shares held - (2017 – 19,421; 2016 – 17,381)
|
|
(398,574
|
)
|
|
(349,382
|
)
|
||
Total shareholders’ equity
|
|
451,498
|
|
|
527,644
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
746,468
|
|
|
$
|
817,548
|
|
|
|
Year Ended
|
||||||||||
|
|
February 25,
2017 |
|
February 27,
2016 |
|
February 28,
2015 |
||||||
Net sales
|
|
$
|
1,844,393
|
|
|
$
|
1,798,982
|
|
|
$
|
1,750,707
|
|
Cost of sales (including occupancy costs)
|
|
1,295,989
|
|
|
1,242,960
|
|
|
1,182,365
|
|
|||
Gross profit
|
|
548,404
|
|
|
556,022
|
|
|
568,342
|
|
|||
Selling, general, and administrative expenses
|
|
480,897
|
|
|
469,836
|
|
|
432,007
|
|
|||
Impairment charges and store closing costs
|
|
13,312
|
|
|
43,637
|
|
|
2,030
|
|
|||
Operating income
|
|
54,195
|
|
|
42,549
|
|
|
134,305
|
|
|||
Interest expense, net
|
|
279
|
|
|
65
|
|
|
15
|
|
|||
Income from continuing operations before income taxes
|
|
53,916
|
|
|
42,484
|
|
|
134,290
|
|
|||
Income tax expense
|
|
18,760
|
|
|
13,562
|
|
|
45,191
|
|
|||
Net income from continuing operations
|
|
35,156
|
|
|
28,922
|
|
|
89,099
|
|
|||
Net loss from discontinued operations, net of tax
|
|
(53,364
|
)
|
|
(7,126
|
)
|
|
(9,357
|
)
|
|||
Net (loss) income
|
|
(18,208
|
)
|
|
21,796
|
|
|
79,742
|
|
|||
Net loss attributable to redeemable noncontrolling interest of discontinued operations
|
|
—
|
|
|
96
|
|
|
2,251
|
|
|||
Net (loss) income attributable to The Finish Line, Inc.
|
|
$
|
(18,208
|
)
|
|
$
|
21,892
|
|
|
$
|
81,993
|
|
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share attributable to The Finish Line, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
0.86
|
|
|
$
|
0.64
|
|
|
$
|
1.86
|
|
Discontinued operations
|
|
(1.31
|
)
|
|
(0.15
|
)
|
|
(0.15
|
)
|
|||
Basic (loss) earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
(0.45
|
)
|
|
$
|
0.49
|
|
|
$
|
1.71
|
|
|
|
|
|
|
|
|
||||||
Diluted (loss) earnings per share attributable to The Finish Line, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
0.85
|
|
|
$
|
0.64
|
|
|
$
|
1.85
|
|
Discontinued operations
|
|
(1.29
|
)
|
|
(0.16
|
)
|
|
(0.15
|
)
|
|||
Diluted (loss) earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
(0.44
|
)
|
|
$
|
0.48
|
|
|
$
|
1.70
|
|
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
|
$
|
0.41
|
|
|
$
|
0.37
|
|
|
$
|
0.33
|
|
|
|
Year Ended
|
||||||||||
|
|
February 25,
2017 |
|
February 27,
2016 |
|
February 28,
2015 |
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(18,208
|
)
|
|
$
|
21,796
|
|
|
$
|
79,742
|
|
Net loss from discontinued operations
|
|
(53,364
|
)
|
|
(7,126
|
)
|
|
(9,357
|
)
|
|||
Net income from continuing operations
|
|
35,156
|
|
|
28,922
|
|
|
89,099
|
|
|||
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Impairment charges and store closing costs
|
|
13,312
|
|
|
43,637
|
|
|
2,030
|
|
|||
Depreciation and amortization
|
|
49,376
|
|
|
42,190
|
|
|
36,491
|
|
|||
Deferred income taxes
|
|
8,223
|
|
|
(570
|
)
|
|
22,423
|
|
|||
Loss on disposals of property and equipment
|
|
703
|
|
|
139
|
|
|
338
|
|
|||
Share-based compensation
|
|
9,945
|
|
|
10,567
|
|
|
7,951
|
|
|||
Excess tax benefits from share-based compensation
|
|
(472
|
)
|
|
(316
|
)
|
|
(2,206
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(3,988
|
)
|
|
(255
|
)
|
|
(143
|
)
|
|||
Merchandise inventories, net
|
|
16,820
|
|
|
(25,974
|
)
|
|
(38,776
|
)
|
|||
Other assets
|
|
1,700
|
|
|
(8,339
|
)
|
|
7,076
|
|
|||
Accounts payable
|
|
15,576
|
|
|
26,888
|
|
|
14,828
|
|
|||
Employee compensation
|
|
(3,515
|
)
|
|
(323
|
)
|
|
(5,291
|
)
|
|||
Income taxes receivable/payable
|
|
25,523
|
|
|
(15,629
|
)
|
|
(16,469
|
)
|
|||
Other liabilities and accrued expenses
|
|
(2,475
|
)
|
|
2,906
|
|
|
(386
|
)
|
|||
Deferred credits from landlords
|
|
1,630
|
|
|
3,345
|
|
|
657
|
|
|||
Net cash provided by operating activities - continuing operations
|
|
167,514
|
|
|
107,188
|
|
|
117,622
|
|
|||
Net cash used in operating activities - discontinued operations
|
|
(2,975
|
)
|
|
(7,800
|
)
|
|
(15,820
|
)
|
|||
Net cash provided by operating activities
|
|
164,539
|
|
|
99,388
|
|
|
101,802
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures for property and equipment
|
|
(74,784
|
)
|
|
(62,144
|
)
|
|
(85,415
|
)
|
|||
Payments for sale of discontinued operations
|
|
(8,317
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from disposals of property and equipment
|
|
596
|
|
|
52
|
|
|
38
|
|
|||
Cash paid for investments
|
|
—
|
|
|
—
|
|
|
(2,177
|
)
|
|||
Net cash used in investing activities - continuing operations
|
|
(82,505
|
)
|
|
(62,092
|
)
|
|
(87,554
|
)
|
|||
Net cash used in investing activities - discontinued operations
|
|
(1,659
|
)
|
|
(12,259
|
)
|
|
(13,593
|
)
|
|||
Net cash used in investing activities
|
|
(84,164
|
)
|
|
(74,351
|
)
|
|
(101,147
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Borrowings on revolving credit facility
|
|
47,000
|
|
|
30,000
|
|
|
—
|
|
|||
Repayments on revolving credit facility
|
|
(47,000
|
)
|
|
(30,000
|
)
|
|
—
|
|
|||
Dividends paid to shareholders
|
|
(16,749
|
)
|
|
(16,407
|
)
|
|
(15,417
|
)
|
|||
Proceeds from issuance of common stock
|
|
39
|
|
|
1,976
|
|
|
6,609
|
|
|||
Excess tax benefits from share-based compensation
|
|
472
|
|
|
316
|
|
|
2,206
|
|
|||
Purchases of treasury stock
|
|
(52,776
|
)
|
|
(79,880
|
)
|
|
(68,053
|
)
|
|||
Net cash used in financing activities - continuing operations
|
|
(69,014
|
)
|
|
(93,995
|
)
|
|
(74,655
|
)
|
|||
Net cash used in financing activities - discontinued operations
|
|
—
|
|
|
(1,116
|
)
|
|
(5,510
|
)
|
|||
Net cash used in financing activities
|
|
(69,014
|
)
|
|
(95,111
|
)
|
|
(80,165
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
11,361
|
|
|
(70,074
|
)
|
|
(79,510
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
79,495
|
|
|
149,569
|
|
|
229,079
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
90,856
|
|
|
$
|
79,495
|
|
|
$
|
149,569
|
|
Supplemental disclosure of noncash operating and investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures incurred but not yet paid
|
|
$
|
3,111
|
|
|
$
|
5,700
|
|
|
$
|
13,532
|
|
|
|
Number of Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Totals
|
||||||||||||||
|
|
Common
|
|
Treasury
|
|
Common
|
|
|||||||||||||||||||
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 of discontinued operations
|
|
|
|
|
|
|
|
(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 of discontinued operations
|
|
|
|
|
|
|
|
(618
|
)
|
|
|
|
|
|
(618
|
)
|
||||||||||
Balance at February 27, 2016
|
|
42,377
|
|
|
17,381
|
|
|
601
|
|
|
237,129
|
|
|
639,296
|
|
|
(349,382
|
)
|
|
527,644
|
|
|||||
Net income attributable to The Finish Line, Inc.
|
|
|
|
|
|
|
|
|
|
(18,208
|
)
|
|
|
|
(18,208
|
)
|
||||||||||
Cash dividends declared ($0.41 per share)
|
|
|
|
|
|
|
|
|
|
(16,952
|
)
|
|
|
|
(16,952
|
)
|
||||||||||
Non-qualified common stock options exercised and related tax benefits
|
|
179
|
|
|
(179
|
)
|
|
|
|
1,517
|
|
|
|
|
2,036
|
|
|
3,553
|
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
11,060
|
|
|
|
|
|
|
11,060
|
|
||||||||||
Restricted shares vested, net of repurchase for taxes
|
|
244
|
|
|
(244
|
)
|
|
|
|
(4,600
|
)
|
|
|
|
1,125
|
|
|
(3,475
|
)
|
|||||||
Shares issued under employee stock purchase plan
|
|
37
|
|
|
(37
|
)
|
|
|
|
229
|
|
|
|
|
423
|
|
|
652
|
|
|||||||
Treasury stock purchased
|
|
(2,500
|
)
|
|
2,500
|
|
|
|
|
|
|
|
|
(52,776
|
)
|
|
(52,776
|
)
|
||||||||
Balance at February 25, 2017
|
|
40,337
|
|
|
19,421
|
|
|
$
|
601
|
|
|
$
|
245,335
|
|
|
$
|
604,136
|
|
|
$
|
(398,574
|
)
|
|
$
|
451,498
|
|
Category
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Footwear
|
|
$
|
1,715,348
|
|
|
93
|
%
|
|
$
|
1,619,002
|
|
|
90
|
%
|
|
$
|
1,550,691
|
|
|
89
|
%
|
Softgoods
|
|
129,045
|
|
|
7
|
%
|
|
179,980
|
|
|
10
|
%
|
|
200,016
|
|
|
11
|
%
|
|||
Total net sales
|
|
$
|
1,844,393
|
|
|
100
|
%
|
|
$
|
1,798,982
|
|
|
100
|
%
|
|
$
|
1,750,707
|
|
|
100
|
%
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Advertising expense
|
|
$
|
47,137
|
|
|
$
|
42,668
|
|
|
$
|
38,035
|
|
Cooperative advertising credits
|
|
(7,882
|
)
|
|
(6,342
|
)
|
|
(4,540
|
)
|
|||
Net advertising expense
|
|
$
|
39,255
|
|
|
$
|
36,326
|
|
|
$
|
33,495
|
|
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.
|
|
|
Year Ended
|
||||||||||
|
|
February 25, 2017
|
|
February 27, 2016
|
|
February 28, 2015
|
||||||
Net sales
|
|
$
|
89,739
|
|
|
$
|
89,906
|
|
|
$
|
69,879
|
|
Cost of sales (including occupancy costs)
|
|
68,495
|
|
|
62,936
|
|
|
54,419
|
|
|||
Gross profit
|
|
21,244
|
|
|
26,970
|
|
|
15,460
|
|
|||
Selling, general, and administrative expenses
|
|
30,488
|
|
|
33,824
|
|
|
27,447
|
|
|||
Impairment charges and store closing costs
|
|
44,202
|
|
|
5,055
|
|
|
1,888
|
|
|||
Loss on sale of discontinued operations
|
|
33,500
|
|
|
—
|
|
|
—
|
|
|||
Loss from discontinued operations before income tax benefit
|
|
(86,946
|
)
|
|
(11,909
|
)
|
|
(13,875
|
)
|
|||
Income tax benefit
|
|
33,582
|
|
|
4,783
|
|
|
4,518
|
|
|||
Net loss from discontinued operations, net of tax
|
|
$
|
(53,364
|
)
|
|
$
|
(7,126
|
)
|
|
$
|
(9,357
|
)
|
ASSETS
|
|
|
||
Current Assets:
|
|
|
||
Accounts receivable, net
|
|
$
|
1,745
|
|
Merchandise inventories, net
|
|
28,540
|
|
|
Other
|
|
1,239
|
|
|
Total current assets
|
|
31,524
|
|
|
Property and equipment:
|
|
|
||
Building
|
|
103
|
|
|
Leasehold improvements
|
|
4,341
|
|
|
Furniture, fixtures, and equipment
|
|
2,586
|
|
|
Construction in progress
|
|
18
|
|
|
|
|
7,048
|
|
|
Less accumulated depreciation
|
|
2,722
|
|
|
Total property and equipment, net
|
|
4,326
|
|
|
Goodwill
|
|
44,029
|
|
|
Other assets, net
|
|
916
|
|
|
Total assets
|
|
$
|
80,795
|
|
LIABILITIES
|
|
|
||
Current Liabilities:
|
|
|
||
Accounts payable
|
|
$
|
7,601
|
|
Employee compensation
|
|
1,237
|
|
|
Accrued property and sales tax
|
|
485
|
|
|
Other liabilities and accrued expenses
|
|
3,958
|
|
|
Total current liabilities
|
|
13,281
|
|
|
Deferred credits from landlords
|
|
1,824
|
|
|
Other long-term liabilities
|
|
80
|
|
|
Total liabilities
|
|
$
|
15,185
|
|
|
Allocation of
Purchase Price |
||
Goodwill
|
$
|
9,147
|
|
Tangible assets, net of liabilities
|
(216
|
)
|
|
Total purchase price
|
$
|
8,931
|
|
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
44,029
|
|
|
$
|
34,719
|
|
Acquisitions
|
—
|
|
|
9,147
|
|
||
Other
|
—
|
|
|
163
|
|
||
Impairment
|
(44,029
|
)
|
|
—
|
|
||
Ending balance
|
$
|
—
|
|
|
$
|
44,029
|
|
|
|
February 25, 2017
|
|
February 27, 2016
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-qualified deferred compensation plan
|
|
$
|
5,517
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Minimum rent
|
$
|
103,935
|
|
|
$
|
102,916
|
|
|
$
|
95,524
|
|
Contingent rent
|
34,397
|
|
|
28,560
|
|
|
30,069
|
|
|||
Rent expense
|
$
|
138,332
|
|
|
$
|
131,476
|
|
|
$
|
125,593
|
|
2018
|
$
|
122,914
|
|
2019
|
115,564
|
|
|
2020
|
107,801
|
|
|
2021
|
102,650
|
|
|
2022
|
97,112
|
|
|
Thereafter
|
176,710
|
|
|
Total
|
$
|
722,751
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Currently payable:
|
|
|
|
|
|
||||||
Federal
|
$
|
9,422
|
|
|
$
|
13,553
|
|
|
$
|
21,055
|
|
State
|
1,115
|
|
|
579
|
|
|
1,713
|
|
|||
|
10,537
|
|
|
14,132
|
|
|
22,768
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
6,944
|
|
|
533
|
|
|
20,567
|
|
|||
State
|
1,279
|
|
|
(1,103
|
)
|
|
1,856
|
|
|||
|
8,223
|
|
|
(570
|
)
|
|
22,423
|
|
|||
Total income tax expense
|
$
|
18,760
|
|
|
$
|
13,562
|
|
|
$
|
45,191
|
|
|
February 25, 2017
|
|
February 27, 2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Deferred credits from landlords
|
$
|
3,243
|
|
|
$
|
10,719
|
|
Share-based compensation
|
8,655
|
|
|
6,462
|
|
||
Compensation accrual
|
1,253
|
|
|
1,091
|
|
||
Deferred compensation
|
2,151
|
|
|
2,149
|
|
||
Other
|
9,199
|
|
|
8,692
|
|
||
Total deferred tax assets
|
24,501
|
|
|
29,113
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(38,094
|
)
|
|
(39,350
|
)
|
||
Merchandise inventories
|
(18,520
|
)
|
|
(12,286
|
)
|
||
Other
|
(113
|
)
|
|
(2,918
|
)
|
||
Total deferred tax liabilities
|
(56,727
|
)
|
|
(54,554
|
)
|
||
Net deferred tax liability
|
$
|
(32,226
|
)
|
|
$
|
(25,441
|
)
|
|
2017
|
|
2016
|
|
2015
|
|||
Tax at statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
4.1
|
|
|
0.7
|
|
|
2.0
|
|
Tax contingencies
|
(0.7
|
)
|
|
—
|
|
|
(0.3
|
)
|
Research and development tax credits
|
(0.6
|
)
|
|
(4.4
|
)
|
|
—
|
|
Benefit of worthless stock deduction
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
Retired executive officer’s compensation
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
Other
|
(0.1
|
)
|
|
0.6
|
|
|
0.2
|
|
|
34.8
|
%
|
|
31.9
|
%
|
|
33.7
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefits at beginning of year
|
$
|
2,485
|
|
|
$
|
1,999
|
|
|
$
|
7,638
|
|
Increases in tax positions for prior years
|
212
|
|
|
1,167
|
|
|
—
|
|
|||
Decreases in tax positions for prior years
|
(26
|
)
|
|
(259
|
)
|
|
(5,595
|
)
|
|||
Increases in unrecognized tax benefits as a result of current year activity
|
19
|
|
|
176
|
|
|
50
|
|
|||
Decreases to unrecognized tax benefits relating to settlements with taxing authorities
|
—
|
|
|
—
|
|
|
(29
|
)
|
|||
Decreases to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations
|
(535
|
)
|
|
(598
|
)
|
|
(65
|
)
|
|||
Unrecognized tax benefits at end of year
|
$
|
2,155
|
|
|
$
|
2,485
|
|
|
$
|
1,999
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Dividend yield
|
2.2
|
%
|
|
1.5
|
%
|
|
1.2
|
%
|
Volatility
|
32.9
|
%
|
|
33.4
|
%
|
|
36.6
|
%
|
Risk-free interest rate
|
1.3
|
%
|
|
1.4
|
%
|
|
1.7
|
%
|
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 27, 2016
|
2,546,228
|
|
|
$
|
21.81
|
|
|
|
|
|
||
Granted
|
1,450,635
|
|
|
20.04
|
|
|
|
|
|
|||
Exercised
|
(178,480
|
)
|
|
16.04
|
|
|
|
|
$
|
1,257,000
|
|
|
Forfeited and expired
|
(225,791
|
)
|
|
22.22
|
|
|
|
|
|
|||
Outstanding at February 25, 2017
|
3,592,592
|
|
|
$
|
21.35
|
|
|
7.4
|
|
$
|
1,719,000
|
|
Exercisable at February 25, 2017
|
1,816,854
|
|
|
$
|
21.14
|
|
|
6.4
|
|
$
|
1,694,000
|
|
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
|
135,833
|
|
|
2.6
|
|
$
|
6.08
|
|
|
135,833
|
|
|
$
|
6.08
|
|
$10.01 - $15.00
|
47,404
|
|
|
4.0
|
|
13.14
|
|
|
47,404
|
|
|
13.14
|
|
||
$15.01 - $20.00
|
720,910
|
|
|
8.0
|
|
18.58
|
|
|
397,302
|
|
|
19.22
|
|
||
$20.01 - $25.00
|
2,178,406
|
|
|
9.1
|
|
21.93
|
|
|
902,125
|
|
|
22.23
|
|
||
$25.01 +
|
510,039
|
|
|
8.1
|
|
27.60
|
|
|
334,190
|
|
|
27.73
|
|
||
|
3,592,592
|
|
|
8.4
|
|
$
|
21.35
|
|
|
1,816,854
|
|
|
$
|
21.14
|
|
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value |
|||
Unvested at February 27, 2016
|
712,617
|
|
|
$
|
23.22
|
|
Granted
|
479,781
|
|
|
19.64
|
|
|
Vested
|
(400,117
|
)
|
|
22.06
|
|
|
Forfeited
|
(195,136
|
)
|
|
22.87
|
|
|
Unvested at February 25, 2017
|
597,145
|
|
|
$
|
21.36
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income from continuing operations
|
|
$
|
35,156
|
|
|
$
|
28,922
|
|
|
$
|
89,099
|
|
Net
income from continuing operations attributable to The Finish Line, Inc. attributable to participating securities
|
|
—
|
|
|
347
|
|
|
1,067
|
|
|||
Net
income from continuing operations attributable to The Finish Line, Inc. available to shareholders
|
|
$
|
35,156
|
|
|
$
|
28,575
|
|
|
$
|
88,032
|
|
|
|
|
|
|
|
|
||||||
Net loss from discontinued operations
|
|
$
|
(53,364
|
)
|
|
$
|
(7,126
|
)
|
|
$
|
(9,357
|
)
|
Net loss attributable to redeemable noncontrolling interest of discontinued operations
|
|
—
|
|
|
(96
|
)
|
|
(2,251
|
)
|
|||
Net loss from discontinued operations attributable to The Finish Line, Inc. attributable to participating securities
|
|
—
|
|
|
(84
|
)
|
|
(85
|
)
|
|||
Net loss from discontinued operations attributable to The Finish Line, Inc. available to shareholders
|
|
$
|
(53,364
|
)
|
|
$
|
(6,946
|
)
|
|
$
|
(7,021
|
)
|
Net (loss) income attributable to The Finish Line, Inc. available to shareholders
|
|
$
|
(18,208
|
)
|
|
$
|
21,629
|
|
|
$
|
81,011
|
|
Basic earnings per share attributable to The Finish Line, Inc. shareholders:
|
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding
|
|
40,911
|
|
|
44,565
|
|
|
47,268
|
|
|||
Basic earnings per share attributable to The Finish Line, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
0.86
|
|
|
$
|
0.64
|
|
|
$
|
1.86
|
|
Discontinued operations
|
|
(1.31
|
)
|
|
(0.15
|
)
|
|
(0.15
|
)
|
|||
Basic earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
(0.45
|
)
|
|
$
|
0.49
|
|
|
$
|
1.71
|
|
Diluted earnings per share attributable to The Finish Line, Inc. shareholders:
|
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding
|
|
40,911
|
|
|
44,565
|
|
|
47,268
|
|
|||
Dilutive effect of potential common shares(a)
|
|
456
|
|
|
222
|
|
|
390
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
41,367
|
|
|
44,787
|
|
|
47,658
|
|
|||
Diluted earnings per share attributable to The Finish Line, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
0.85
|
|
|
$
|
0.64
|
|
|
$
|
1.85
|
|
Discontinued operations
|
|
(1.29
|
)
|
|
(0.16
|
)
|
|
(0.15
|
)
|
|||
Diluted earnings per share attributable to The Finish Line, Inc. shareholders
|
|
$
|
(0.44
|
)
|
|
$
|
0.48
|
|
|
$
|
1.70
|
|
(a)
|
The computation of diluted earnings per share attributable to The Finish Line, Inc. shareholders excludes options to purchase approximately
3.0 million
,
1.7 million
, and
0.6 million
shares of common stock in fiscal
2017
,
2016
, and
2015
, respectively, because the impact of such options would have been antidilutive.
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||
|
|
May 28, 2016
|
|
August 27, 2016
|
|
November 26, 2016
|
|
February 25, 2017
|
||||||||||||||||||||
|
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
430,044
|
|
|
100.0
|
%
|
|
$
|
485,156
|
|
|
100.0
|
%
|
|
$
|
371,741
|
|
|
100.0
|
%
|
|
$
|
557,452
|
|
|
100.0
|
%
|
Cost of sales (including occupancy costs)
|
|
296,867
|
|
|
69.0
|
|
|
331,447
|
|
|
68.3
|
|
|
272,377
|
|
|
73.3
|
|
|
395,298
|
|
|
70.9
|
|
||||
Gross profit
|
|
133,177
|
|
|
31.0
|
|
|
153,709
|
|
|
31.7
|
|
|
99,364
|
|
|
26.7
|
|
|
162,154
|
|
|
29.1
|
|
||||
Selling, general, and administrative expenses
|
|
117,549
|
|
|
27.3
|
|
|
116,511
|
|
|
24.0
|
|
|
118,133
|
|
|
31.7
|
|
|
128,705
|
|
|
23.1
|
|
||||
Impairment charges and store closing costs
|
|
—
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,129
|
|
|
2.4
|
|
||||
Operating income (loss)
|
|
15,628
|
|
|
3.7
|
|
|
37,016
|
|
|
7.7
|
|
|
(18,769
|
)
|
|
(5.0
|
)
|
|
20,320
|
|
|
3.6
|
|
||||
Interest (income) expense, net
|
|
(6
|
)
|
|
—
|
|
|
32
|
|
|
—
|
|
|
152
|
|
|
0.1
|
|
|
101
|
|
|
—
|
|
||||
Income (loss) from continuing operations before income taxes
|
|
15,634
|
|
|
3.7
|
|
|
36,984
|
|
|
7.7
|
|
|
(18,921
|
)
|
|
(5.1
|
)
|
|
20,219
|
|
|
3.6
|
|
||||
Income tax expense (benefit)
|
|
5,546
|
|
|
1.3
|
|
|
13,627
|
|
|
2.8
|
|
|
(8,332
|
)
|
|
(2.3
|
)
|
|
7,919
|
|
|
1.4
|
|
||||
Net income (loss) from continuing operations
|
|
10,088
|
|
|
2.4
|
|
|
23,357
|
|
|
4.9
|
|
|
(10,589
|
)
|
|
(2.8
|
)
|
|
12,300
|
|
|
2.2
|
|
||||
Net loss from discontinued operations, net of tax
|
|
(462
|
)
|
|
(0.1
|
)
|
|
(1,282
|
)
|
|
(0.3
|
)
|
|
(29,849
|
)
|
|
(8.1
|
)
|
|
(21,771
|
)
|
|
(3.9
|
)
|
||||
Net income
(loss) attributable to The Finish Line, Inc.
|
|
$
|
9,626
|
|
|
2.3
|
|
|
$
|
22,075
|
|
|
4.6
|
|
|
$
|
(40,438
|
)
|
|
(10.9
|
)
|
|
$
|
(9,471
|
)
|
|
(1.7
|
)
|
Basic earnings (loss) per share attributable to The Finish Line, Inc. shareholders(a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
|
$
|
0.24
|
|
|
|
|
$
|
0.56
|
|
|
|
|
$
|
(0.26
|
)
|
|
|
|
$
|
0.30
|
|
|
|
||||
Discontinued operations
|
|
(0.01
|
)
|
|
|
|
(0.03
|
)
|
|
|
|
(0.74
|
)
|
|
|
|
(0.53
|
)
|
|
|
||||||||
Basic earnings (loss) per share attributable to The Finish Line, Inc. shareholders(a)
|
|
$
|
0.23
|
|
|
|
|
$
|
0.53
|
|
|
|
|
$
|
(1.00
|
)
|
|
|
|
$
|
(0.23
|
)
|
|
|
||||
Diluted earnings (loss) per share attributable to The Finish Line, Inc. shareholders(a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
|
$
|
0.24
|
|
|
|
|
$
|
0.56
|
|
|
|
|
$
|
(0.26
|
)
|
|
|
|
$
|
0.30
|
|
|
|
||||
Discontinued operations
|
|
(0.01
|
)
|
|
|
|
(0.03
|
)
|
|
|
|
(0.74
|
)
|
|
|
|
(0.53
|
)
|
|
|
||||||||
Diluted earnings (loss) per share attributable to The Finish Line, Inc. shareholders(a)
|
|
$
|
0.23
|
|
|
|
|
$
|
0.53
|
|
|
|
|
$
|
(1.00
|
)
|
|
|
|
$
|
(0.23
|
)
|
|
|
||||
Dividends declared per share
|
|
$
|
0.10
|
|
|
|
|
$
|
0.10
|
|
|
|
|
$
|
0.10
|
|
|
|
|
$
|
0.11
|
|
|
|
(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 30, 2015
|
|
August 29, 2015
|
|
November 28, 2015
|
|
February 27, 2016
|
||||||||||||||||||||
|
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
419,398
|
|
|
100.0
|
%
|
|
$
|
458,713
|
|
|
100.0
|
%
|
|
$
|
361,025
|
|
|
100.0
|
%
|
|
$
|
559,845
|
|
|
100.0
|
%
|
Cost of sales (including occupancy costs)
|
|
288,283
|
|
|
68.7
|
|
|
307,846
|
|
|
67.1
|
|
|
277,986
|
|
|
77.0
|
|
|
368,845
|
|
|
65.9
|
|
||||
Gross profit
|
|
131,115
|
|
|
31.3
|
|
|
150,867
|
|
|
32.9
|
|
|
83,039
|
|
|
23.0
|
|
|
191,000
|
|
|
34.1
|
|
||||
Selling, general, and administrative expenses
|
|
108,076
|
|
|
25.8
|
|
|
109,449
|
|
|
23.9
|
|
|
115,716
|
|
|
32.1
|
|
|
136,594
|
|
|
24.4
|
|
||||
Impairment charges and store closing costs
|
|
168
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
43,142
|
|
|
7.7
|
|
||||
Operating income (loss)
|
|
22,871
|
|
|
5.5
|
|
|
41,258
|
|
|
9.0
|
|
|
(32,844
|
)
|
|
(9.1
|
)
|
|
11,264
|
|
|
2.0
|
|
||||
Interest expense (income), net
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
61
|
|
|
—
|
|
||||
Income (loss) from continuing operations before income taxes
|
|
22,869
|
|
|
5.5
|
|
|
41,259
|
|
|
9.0
|
|
|
(32,847
|
)
|
|
(9.1
|
)
|
|
11,203
|
|
|
2.0
|
|
||||
Income tax expense (benefit)
|
|
8,800
|
|
|
2.1
|
|
|
15,707
|
|
|
3.4
|
|
|
(13,389
|
)
|
|
(3.7
|
)
|
|
2,444
|
|
|
0.4
|
|
||||
Net income (loss) from continuing operations
|
|
14,069
|
|
|
3.4
|
|
|
25,552
|
|
|
5.6
|
|
|
(19,458
|
)
|
|
(5.4
|
)
|
|
8,759
|
|
|
1.6
|
|
||||
Net (loss) income from discontinued operations, net of tax
|
|
(280
|
)
|
|
(0.1
|
)
|
|
350
|
|
|
0.1
|
|
|
(2,377
|
)
|
|
(0.6
|
)
|
|
(4,723
|
)
|
|
(0.9
|
)
|
||||
Net income
(loss) attributable to The Finish Line, Inc.
|
|
$
|
13,789
|
|
|
3.3
|
|
|
$
|
25,902
|
|
|
5.7
|
|
|
$
|
(21,835
|
)
|
|
(6.0
|
)
|
|
$
|
4,036
|
|
|
0.7
|
|
Basic earnings (loss) per share attributable to The Finish Line, Inc. shareholders(a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
|
$
|
0.31
|
|
|
|
|
$
|
0.56
|
|
|
|
|
$
|
(0.44
|
)
|
|
|
|
$
|
0.20
|
|
|
|
||||
Discontinued operations
|
|
(0.01
|
)
|
|
|
|
0.01
|
|
|
|
|
(0.05
|
)
|
|
|
|
(0.11
|
)
|
|
|
||||||||
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
|
$
|
0.30
|
|
|
|
|
$
|
0.56
|
|
|
|
|
$
|
(0.44
|
)
|
|
|
|
$
|
0.20
|
|
|
|
||||
Discontinued operations
|
|
—
|
|
|
|
|
0.01
|
|
|
|
|
(0.05
|
)
|
|
|
|
(0.11
|
)
|
|
|
||||||||
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.
|
|
|
(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
|
|
3,592,592
|
|
|
$
|
21.35
|
|
|
6,373,622
|
|
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 25, 2017
: 4,499,802 shares under the Amended and Restated 2009 Incentive Plan and 1,873,820 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
|
|
|
2.1
|
Membership Interest Purchase Agreement, dated January 26, 2017, by and among Project Running Specialties, Inc., Project Running Specialties, LLC, and The Finish Line, Inc. (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed on February 1, 2017).*
|
|
|
2.2
|
Amendment to Membership Interest Purchase Agreement dated February 24, 2017 (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed on March 1, 2017).
|
|
|
2.3
|
Transition Services Agreement between The Running Specialty Group Acquisitions I, LLC and The Finish Line, Inc., The Finish Line USA, Inc., and The Finish Line Distribution, Inc., dated February 24, 2017 (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed on March 1, 2017).
|
|
|
3.1
|
Restated Articles of Incorporation of The Finish Line, Inc., amended and restated as of July 23, 2009(incorporated by reference to Exhibit 3.1 of the registrant’s Annual Report on Form 10-K filed on April 29, 2015).
|
|
|
3.2
|
Bylaws of The Finish Line, Inc., amended as of July 23, 2009 (incorporated by reference to Exhibit 3.2 of the registrant’s Annual Report on Form 10-K filed on April 29, 2015).
|
|
|
4.1
|
2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Exhibit 4.1 of the registrant’s Annual Report on Form 10-K filed on April 29, 2013).**
|
|
|
4.2
|
Amendment No. 1 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Exhibit 4.2 of the registrant’s Annual Report on Form 10-K filed on April 29, 2013).**
|
|
|
4.3
|
Amendment No. 2 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Exhibit 4.3 of the registrant’s Annual Report on Form 10-K filed on April 29, 2013).**
|
|
|
4.4
|
Amendment No. 3 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (as amended and restated July 21, 2005) (incorporated by reference to Exhibit 4.4 of the registrant’s Annual Report on Form 10-K filed on April 29, 2013).**
|
|
|
4.5
|
The Finish Line, Inc. 2009 Incentive Plan Amended and Restated as of April 16, 2014 (incorporated by reference to Exhibit 4.3 of the registrant’s Registration Statement on Form S-8 (Reg. No. 333-212858) filed on August 3, 2016).**
|
|
|
10.1
|
Form of Award Agreement for Employees and Employee Directors pursuant to the 2002 Stock Incentive Plan.**
|
Exhibit
Number
|
Description
|
|
|
10.2
|
Form of Award Agreement for Nonemployee Directors pursuant to the 2002 Stock Incentive Plan.**
|
|
|
10.3
|
Form of Non-Qualified Option Award Letter for Employees and Employee Directors pursuant to the 2002 Stock Incentive Plan.**
|
|
|
10.4
|
Form of Non-Qualified Option Award Letter for Nonemployee Directors pursuant to the 2002 Stock Incentive Plan.**
|
|
|
10.5
|
Form of Incentive Stock Award Letter pursuant to the 2002 Stock Incentive Plan.**
|
|
|
10.6
|
Form of The Finish Line, Inc. 2009 Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.14 of the registrant’s Annual Report on Form 10-K filed on April 29, 2015).**
|
|
|
10.7
|
Form of the Finish Line, Inc. 2009 Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.15 of the registrant’s Annual Report on Form 10-K filed on April 29, 2015).**
|
|
|
10.8
|
Form of the Finish Line, Inc. 2009 Incentive Plan Restricted Stock Award Agreement for Time Based Vesting (incorporated by reference to Exhibit 10.15 of the registrant’s Annual Report on Form 10-K filed on April 26, 2016).**
|
|
|
10.9
|
Form of the Finish Line, Inc. 2009 Incentive Plan Restricted Stock Award Agreement for Performance Based Vesting (incorporated by reference to Exhibit 10.19 of the registrant’s Annual Report on Form 10-K filed on April 26, 2016).**
|
|
|
10.10
|
Form of Indemnity Agreement between The Finish Line, Inc. and each of its Directors or Executive Officers (incorporated by reference to Exhibit 10.6 of the registrant’s Annual Report on Form 10-K filed on April 29, 2015).**
|
|
|
10.11
|
The Finish Line, Inc. Non-Employee Director Stock Option Plan, as amended and restated (incorporated by reference to Exhibit 10.7 of the registrant’s Annual Report on Form 10-K filed on April 29, 2015).**
|
|
|
10.12
|
The Finish Line, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 of the registrant’s Annual Report on Form 10-K filed on April 29, 2015).**
|
|
|
10.13
|
The Finish Line, Inc. Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 of the registrant’s Annual Report on Form 10-K filed on April 29, 2013).**
|
|
|
10.14
|
Amendment No. 1 to The Finish Line, Inc. Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.10 of the registrant’s Annual Report on Form 10-K filed on April 29, 2013).**
|
|
|
10.15
|
Employment Agreement of Samuel M. Sato, effective as of February 28, 2016 (incorporated by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K filed on January 11, 2016).**
|
|
|
10.16
|
Employment Agreement of Edward W. Wilhelm, dated as of March 30, 2009 (incorporated by reference to Exhibit 10.12 of the registrant’s Annual Report on Form 10-K filed on April 29, 2014).**
|
|
|
10.17
|
Amendment No. 1 to the Amended and Restated Employment Agreement of Edward W. Wilhelm (incorporated by reference to Exhibit 10.13 of the registrant’s Annual Report on Form 10-K filed on April 29, 2014).**
|
|
|
10.18
|
Employment Agreement of Melissa A. Greenwell, dated as of February 5, 2016 (incorporated by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K filed on February 5, 2016).**
|
|
|
10.19
|
Employment Agreement of Imran Jooma, dated as of February 9, 2015 (incorporated by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q filed on June 26, 2015).**
|
|
|
10.20
|
Retirement Agreement, effective February 28, 2016, by and between The Finish Line, Inc. and Glenn S. Lyon (incorporated by reference to Exhibit 99.2 of the registrant’s Current Report on Form 8-K filed on January 11, 2016).**
|
|
|
10.21
|
Retirement Agreement, effective June 30, 2013, by and between The Finish Line, Inc. and Steven J. Schneider. (incorporated by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q filed on July 1, 2013).**
|
|
|
10.22
|
General Release and Covenant Not to Sue dated March 1, 2017 between Bill Kirkendall and The Finish Line, Inc. (incorporated by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K filed on March 3, 2017).**
|
|
|
10.23
|
Second Amended and Restated Revolving Credit Facility Credit Agreement, dated as of November 30, 2016, 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, and PNC Bank, National Association, as Administrative Agent, Lead Arranger, and Sole Book Runner (incorporated by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K filed on December 6, 2016).**
|
|
|
10.24
|
Second Amended and Restated Continuing Agreement of Guaranty and Suretyship - Subsidiaries, dated as of November 30, 2016, by The Finish Line MA, Inc. (incorporated by reference to Exhibit 99.2 of the registrant’s Current Report on Form 8-K filed on December 6, 2016).**
|
|
|
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 25, 2017, formatted in an XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (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.
|
*
|
The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601 (b) of Regulation S-K. The Company will furnish a copy of the omitted schedules or similar attachments to the SEC upon request.
|
|
|
**
|
Management contract or compensatory plan, contract, or arrangement.
|
|
|
|
|
|
|
THE FINISH LINE, INC.
|
|
|
|
|
|
Date:
|
April 25, 2017
|
By:
|
/
S
/ E
DWARD
W. W
ILHELM
|
|
|
|
Edward W. Wilhelm,
Executive Vice President,
Chief Financial Officer
|
|
|
|
|
Date:
|
April 25, 2017
|
|
/s/ S
AMUEL
M. S
ATO
|
|
|
|
Samuel M. Sato,
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
|
Date:
|
April 25, 2017
|
|
/s/ E
DWARD
W. W
ILHELM
|
|
|
|
Edward W. Wilhelm,
Executive Vice President, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
Date:
|
April 25, 2017
|
|
/s/ G
LENN
S. L
YON
|
|
|
|
Glenn S. Lyon, Chairman of the Board
|
|
|
|
|
Date:
|
April 25, 2017
|
|
/s/ S
TEPHEN
G
OLDSMITH
|
|
|
|
Stephen Goldsmith, Director
|
|
|
|
|
Date:
|
April 25, 2017
|
|
/s/ W
ILLIAM
P. C
ARMICHAEL
|
|
|
|
William P. Carmichael, Director
|
|
|
|
|
Date:
|
April 25, 2017
|
|
/s/ C
ATHERINE
A. L
ANGHAM
|
|
|
|
Catherine A. Langham, Director
|
|
|
|
|
Date:
|
April 25, 2017
|
|
/s/ D
OLORES
A. K
UNDA
|
|
|
|
Dolores A. Kunda, Director
|
|
|
|
|
Date:
|
April 25, 2017
|
|
/s/ N
ORMAN
H. G
URWITZ
|
|
|
|
Norman H. Gurwitz, Director
|
|
|
|
|
Date:
|
April 25, 2017
|
|
/s/ R
ICHARD
P. C
RYSTAL
|
|
|
|
Richard P. Crystal, Director
|
|
|
|
|
Date:
|
April 25, 2017
|
|
/s/ T
ORRENCE
B
OONE
|
|
|
|
Torrence Boone, Director
|
|
|
Exhibit
Number
|
Description
|
|
|
10.1
|
Form of Award Agreement for Employees and Employee Directors pursuant to the 2002 Stock Incentive Plan.**
|
|
|
10.2
|
Form of Award Agreement for Nonemployee Directors pursuant to the 2002 Stock Incentive Plan.**
|
|
|
10.3
|
Form of Non-Qualified Option Award Letter for Employees and Employee Directors pursuant to the 2002 Stock Incentive Plan.**
|
|
|
10.4
|
Form of Non-Qualified Option Award Letter for Nonemployee Directors pursuant to the 2002 Stock Incentive Plan.**
|
|
|
10.5
|
Form of Incentive Stock Award Letter pursuant to the 2002 Stock Incentive Plan.**
|
|
|
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 25, 2017, formatted in an XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (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.
|
**
|
Management contract or compensatory plan, contract, or arrangement.
|
|
|
|
|
|
|
|
THE FINISH LINE, INC.
|
|
|
|
GRANTEE:
|
||
|
|
|
|
|||
By:
|
|
|
|
|
|
|
|
|
Gary D. Cohen,
|
|
|
|
Signature
|
|
|
Executive Vice President-General Counsel
|
|
|
|
|
|
|
|
|
|
|
Printed Name
|
Date:
|
|
|
|
|
|
|
|
|
|
|
|
|
Street Address
|
|
|
|
|
|
|
|
|
|
|
|
|
|
City, State and Zip Code
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social Security Number
|
|
|
|
|
|
|
|
THE FINISH LINE, INC.
|
|
|
|
GRANTEE:
|
||
|
|
|
|
|||
By:
|
|
|
|
|
|
|
|
|
Gary D. Cohen,
|
|
|
|
Signature
|
|
|
Executive Vice President-General Counsel
|
|
|
|
|
|
|
|
|
|
|
Printed Name
|
Date:
|
|
|
|
|
|
|
|
|
|
|
|
|
Street Address
|
|
|
|
|
|
|
|
|
|
|
|
|
|
City, State and Zip Code
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social Security Number
|
|
|
|
Vesting Date
|
|
Number of Shares
|
One year after the Grant Date
|
|
10% of the Option Shares
|
Two years after the Grant Date
|
|
20% of the Option Shares
|
Three years after the Grant Date
|
|
30% of the Option Shares
|
Four years after the Grant Date
|
|
40% of the Option Shares
|
|
Very truly yours,
|
|
|
Gary D. Cohen, Executive Vice President -
General Counsel
|
|
|
|
Vesting Date
|
|
Number of Shares
|
[One year after the Grant Date]
|
|
[100% of the Option Shares]
|
|
Very truly yours,
|
|
|
Gary D. Cohen, Executive Vice President -
General Counsel
|
|
Very truly yours,
|
|
|
Gary D. Cohen, Executive Vice President -
General Counsel
|
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%
|
|
(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 Statements (Form S-8 Nos. 333-160751 and 333-212858) pertaining to The Finish Line, Inc. 2009 Incentive Plan, as Amended and Restated,
|
|
|
(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 25, 2017
|
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 25, 2017
|
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 25, 2017
|
By:
|
/s/ EDWARD W. WILHELM
|
|
|
|
Edward W. Wilhelm
|
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|
•
|
The Annual Report on Form 10-K of the Company for the year ended
February 25, 2017
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
|
•
|
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.
|
|
|
|
Date:
|
April 25, 2017
|
|
|
|
|
By:
|
/s/ S
AMUEL
M. S
ATO
|
|
|
|
Samuel M. Sato
|
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
By:
|
/s/ E
DWARD
W. W
ILHELM
|
|
|
|
Edward W. Wilhelm
|
|
|
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
|