Delaware | 16-1241537 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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300 Industry Drive, RIDC Park West, Pittsburgh, Pennsylvania | 15275 | |
(Address of principal executive offices) | (Zip Code) |
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Common Stock, $.01 par value | The New York Stock Exchange |
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2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
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Fiscal Year
Merchandise Category
2007
2006
2005
28
%
26
%
26
%
17
%
17
%
17
%
55
%
57
%
57
%
100
%
100
%
100
%
(1)
Includes items such as hunting and fishing gear, sporting goods equipment and golf equipment.
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Fiscal 2007
Fiscal 2006
Chicks Sporting
Dicks
Golf Galaxy
Goods
Total
Dicks
294
65
15
374
255
43
43
37
3
3
2
16
16
46
16
62
39
(2
)
(2
)
340
79
15
434
294
1
1
2
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Sporting goods stores (large format stores);
Traditional sporting goods retailers;
Specialty retailers;
Mass merchants; and
Catalog and Internet retailers.
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large format sporting goods stores;
traditional sporting goods stores and chains;
specialty sporting goods shops and pro shops;
mass merchandisers, warehouse clubs, discount stores and department stores; and
catalog and Internet-based retailers.
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interest rates and inflation;
the impact of an economic recession;
the impact of natural disasters;
national and international security concerns;
consumer credit availability;
consumer debt levels;
consumer confidence in the economy;
gasoline and fuel prices;
tax rates and tax policy;
unemployment trends; and
other matters that influence consumer confidence and spending.
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changes in demand for the products that we offer in our stores;
lockouts or strikes involving professional sports teams;
retirement of sports superstars used in marketing various products;
sports scandals;
costs related to the closures of existing stores;
litigation;
pricing and other actions taken by our competitors;
adverse weather conditions in our markets; and
general economic conditions.
competition;
our new store openings;
general regional and national economic conditions;
actions taken by our competitors;
consumer trends and preferences;
changes in the other tenants in the shopping centers in which we are located;
new product introductions and changes in our product mix;
timing and effectiveness of promotional events;
lack of new product introductions to spur growth in the sale of various kinds of
sports equipment; and
weather.
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general economic and market conditions;
actual or anticipated variations in quarterly operating results;
changes in financial estimates by securities analysts;
our inability to meet or exceed securities analysts estimates or expectations;
conditions or trends in our industry;
changes in the market valuations of other retail companies;
announcements by us or our competitors of significant acquisitions, strategic
partnerships, divestitures, joint ventures or other strategic initiatives;
capital commitments;
additions or departures of key personnel; and
sales of common stock.
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Chicks Sporting
State
Dicks
Golf Galaxy
Goods
Total
7
7
1
2
3
2
15
17
9
2
11
8
1
9
2
1
3
7
1
8
11
11
1
1
19
7
26
15
1
16
2
1
3
6
1
7
6
1
7
1
1
4
4
9
2
11
16
16
15
1
16
6
4
10
6
2
8
3
1
4
1
1
2
3
3
12
3
15
28
5
33
21
5
26
35
9
44
2
2
1
1
33
2
35
2
2
7
7
11
1
12
6
10
16
1
1
2
2
2
16
4
20
4
4
5
4
9
340
79
15
434
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Fiscal Quarter Ended
High
Low
$
29.54
$
24.67
$
29.53
$
25.11
$
35.84
$
26.36
$
32.93
$
25.74
Fiscal Quarter Ended
High
Low
$
21.13
$
17.83
$
22.02
$
17.62
$
24.75
$
18.13
$
27.90
$
24.12
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Fiscal Year
2007 (1)
2006 (1)
2005
2004
2003
(Dollars in thousands, except per share and sales per square foot data)
$
3,888,422
$
3,114,162
$
2,624,987
$
2,109,399
$
1,470,845
2,730,359
2,217,463
1,887,347
1,522,873
1,062,820
1,158,063
896,699
737,640
586,526
408,025
870,415
682,625
556,320
443,776
314,885
37,790
20,336
18,831
16,364
10,781
11,545
7,499
268,817
197,710
132,749
110,869
85,641
(1,844
)
(10,981
)
(3,536
)
11,290
10,025
12,959
8,009
1,831
(1,000
)
257,527
187,685
121,634
114,841
87,346
102,491
75,074
48,654
45,936
34,938
$
155,036
$
112,611
$
72,980
$
68,905
$
52,408
$
1.42
$
1.10
$
0.73
$
0.72
$
0.59
$
1.33
$
1.02
$
0.68
$
0.65
$
0.52
109,383
102,512
99,584
95,956
89,548
116,504
110,790
107,958
105,842
100,560
2.4
%
6.0
%
2.6
%
2.6
%
2.1
%
434
294
255
234
163
21,084,292
16,724,171
14,650,459
13,514,869
7,919,138
$
196
$
197
$
188
$
195
$
193
29.8
%
28.8
%
28.1
%
27.8
%
27.7
%
22.4
%
21.9
%
21.2
%
21.0
%
21.4
%
6.9
%
6.3
%
5.1
%
5.3
%
5.8
%
3.22
x
3.34
x
3.42
x
3.56
x
3.69
x
$
75,052
$
54,929
$
49,861
$
37,621
$
17,554
$
887,364
$
641,464
$
535,698
$
457,618
$
254,360
$
307,746
$
304,796
$
142,748
$
128,388
$
136,679
$
2,035,635
$
1,524,265
$
1,187,789
$
1,085,048
$
543,360
$
181,435
$
181,017
$
181,201
$
258,004
$
3,916
$
468,974
$
315,453
$
202,842
$
129,862
$
60,957
$
888,520
$
620,550
$
414,793
$
313,667
$
240,894
(1)
In the first quarter of fiscal 2006, we adopted the fair value recognition provisions
of Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based
Payment (123(R)), requiring us to recognize expense related to the fair value of our
stock-based compensation awards. We elected the modified prospective transition method as
permitted by SFAS No. 123(R) and, accordingly, financial results for years prior to fiscal
2006 have not been restated. Pre-tax stock-based compensation expense in fiscal 2007 and
2006 was $29.0 million and $24.3 million, respectively.
(2)
Cost of goods sold includes the cost of merchandise, occupancy, freight and
distribution costs, and shrink expense.
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(3)
Gain on sale of investment resulted from the sale of a portion of the Companys
non-cash investment in its third-party Internet commerce service provider for Dicks. We
converted to an equity ownership in that provider in lieu of royalties until Internet sales
reached a predefined amount that resulted in this non-cash investment.
(4)
Earnings per share data gives effect to two-for-one stock splits affected in October
2007 and April 2004.
(5)
Comparable store sales begin in a stores 14
th
full month of operations
after its grand opening. Comparable store sales are for stores that opened at least 13
months prior to the beginning of the period noted. Stores that were closed or relocated
during the applicable period have been excluded from comparable store sales. Each
relocated store is returned to the comparable store base after its 14
th
full
month of operations. The Golf Galaxy stores will be included in the full year comparable
store base beginning in fiscal 2008.
(6)
The store count and square footage amounts include Golf Galaxy and Chicks for fiscal
2007.
(7)
Calculated using net sales and gross square footage of all stores open at both the
beginning and the end of the period. Gross square footage includes the storage, receiving
and office space that generally occupies approximately 18% of total store space in our
Dicks stores.
(8)
Calculated as cost of goods sold divided by the average monthly ending inventories of
the last 13 months.
(9)
Defined as current assets less current liabilities.
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Basis Point
Basis Point
Increase /
Increase /
(Decrease) in
(Decrease) in
Percentage of
Percentage of
Net Sales
Net Sales
Fiscal Year
from Prior Year
from Prior Year
2007
A
2006
A
2005
A
2006-2007
A
2005-2006
A
100.00
%
100.00
%
100.00
%
N/A
N/A
70.22
71.21
71.90
(99
)
(69
)
29.78
28.79
28.10
99
69
22.38
21.92
21.19
46
73
1.44
(144
)
0.48
0.53
0.41
(5
)
12
6.91
6.35
5.06
56
129
(0.07
)
7
0.29
0.32
0.49
(3
)
(17
)
6.62
6.03
4.63
59
140
2.64
2.41
1.85
23
56
3.99
%
3.62
%
2.78
%
37
84
(1)
Revenue from retail sales is recognized at the point of sale, net of sales tax. A
provision for anticipated merchandise returns is provided through a reduction of sales and cost of
sales in the period that the related sales are recorded. Revenue from gift cards and returned
merchandise credits (collectively the cards), are deferred and recognized upon the redemption of
the cards. These cards have no expiration date. Income from unredeemed cards is recognized in the
Consolidated Statements of Income in selling, general and administrative expenses at the point at
which redemption becomes remote. The Company performs an evaluation of the aging of the unredeemed
cards, based on the elapsed time from the date of original issuance, to determine when redemption
is remote. Revenue from layaway sales is recognized upon receipt of final payment from the
customer.
(2)
Cost of goods sold includes the cost of merchandise, inventory shrinkage, freight,
distribution and store occupancy costs. Store occupancy costs include rent, common area
maintenance charges, real estate and other asset based taxes, store maintenance, utilities,
depreciation, fixture lease expenses and certain insurance expenses.
(3)
Selling, general and administrative expenses include store and field support payroll and
fringe benefits, advertising, bank card charges, information systems, marketing, legal, accounting,
other store expenses and all expenses associated with operating the Companys corporate
headquarters.
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(4)
Merger integration and store closing costs all pertain to the Galyans acquisition and
include the expense of closing Dicks stores in overlapping markets, advertising the re-branding of
Galyans stores, duplicative administrative costs, recruiting and system conversion costs.
Beginning in the third quarter of 2005, the balance of the merger integration and store closing
costs, which relate primarily to accretion of discounted cash flows on future lease payments on
closed stores, was included in rent expense.
(5)
Pre-opening expenses consist primarily of rent, marketing, payroll and recruiting costs
incurred prior to a new store opening.
(6)
Gain on sale of investment resulted from the sale of a portion of the Companys non-cash
investment in its third-party Internet commerce provider.
(7)
Interest expense, net, results primarily from interest on our senior convertible notes
and Credit Agreement borrowings partially offset by interest income.
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Fiscal Year Ended
February 2,
February 3,
January 28,
2008
2007
2006
$
262,834
$
139,609
$
168,481
(435,296
)
(130,486
)
(109,870
)
86,693
90,255
(40,933
)
134
$
(85,635
)
$
99,378
$
17,678
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Payments Due by Period
Less than
More than
Total
1 year
1-3 years
3-5 years
5 years
(Dollars in thousands)
$
255,085
$
$
$
$
255,085
7,721
133
435
499
6,654
1,214
117
243
195
659
12,577
4,910
1,568
1,469
4,630
3,613,641
330,857
687,704
644,473
1,950,607
5,701
5,701
70,491
12,562
15,692
4,513
37,724
95,988
8,048
20,246
27,050
40,644
$
4,062,418
$
362,368
$
725,888
$
678,199
$
2,296,003
(a)
Excludes $6,134 of accrued liability for unrecognized tax benefits as we can not reasonably
estimate the timing of settlement.
(b)
Amounts include the direct lease obligations, excluding any taxes, insurance and other related
expenses.
Less than
Total
1 year
(Dollars in thousands)
$
1,173
$
1,173
15,618
15,618
$
16,791
$
16,791
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Based on an estimated 121 million diluted shares outstanding, the Company anticipates
reporting consolidated earnings per diluted share of approximately $1.49 1.54. This
represents an approximate 12 16% increase over earnings per diluted share for the full
year 2007 of $1.33.
Comparable store sales, which include Dicks Sporting Goods and Golf Galaxy stores, are
expected to be approximately flat to an increase of 1%. The Golf
Galaxy stores will be included
in the comparable store sales calculation beginning in the first quarter of 2008. The
comparable store sales calculation excludes the Chicks Sporting Goods stores.
The Company expects to open approximately 46 new Dicks Sporting Goods stores, ten new
Golf Galaxy stores and relocate one Dicks store in 2008.
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Dicks Sporting Goods, Inc.
Pittsburgh, Pennsylvania
March 27, 2008
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Number of Securities
Remaining Available
Number of Securities
for Future Issuance
to be Issued Upon
Weighted Average
Under Equity
Exercise of
Exercise Price of
Compensation Plans
Outstanding Options,
Outstanding Options,
(Excluding Securities
Warrants and Rights
Warrants and Rights
Reflected in Column (a))
Plan Category
(a)
(b)
(c)
19,276,445
(2)
$
14.66
14,326,589
(2)
19,276,445
14,326,589
(1)
Includes the 1992 Stock Plan, 2002 Stock Plan, Employee Stock Purchase Plan, Golf Galaxy, Inc.
1996 Stock Option and Incentive Plan and Golf Galaxy, Inc. 2004 Stock Incentive Plan.
(2)
Represents shares of common stock. Under the 2002 Stock Plan and the Employee Stock Purchase
Plan, no options have been granted that are exerciseable for Class B common stock.
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Page
43
44
45
46
47
48
49-69
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Dicks Sporting Goods, Inc.
Pittsburgh, Pennsylvania
March 27, 2008
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Fiscal Year Ended
February 2,
February 3,
January 28,
2008
2007
2006
$
155,036
$
112,611
$
72,980
78
(123
)
1,126
(1,199
)
134
$
155,248
$
112,488
$
72,907
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Accumulated
Class B
Additional
Other
Common Stock
Common Stock
Paid-In
Retained
Comprehensive
Shares
Dollars
Shares
Dollars
Capital
Earnings
Income
Total
69,580,716
$
696
28,079,058
$
280
$
180,833
$
129,862
$
1,996
$
313,667
617,168
6
(617,168
)
(6
)
251,978
2
3,674
3,676
2,640,802
26
22,065
22,091
2,452
2,452
72,980
72,980
1,126
1,126
(1,199
)
(1,199
)
73,090,664
$
730
27,461,890
$
274
$
209,024
$
202,842
$
1,923
$
414,793
674,210
6
(674,210
)
(6
)
245,964
4
3,730
3,734
5,371,716
54
22,988
23,042
2,686
2,686
112,611
112,611
24,303
24,303
39,504
39,504
(123
)
(123
)
79,382,554
$
794
26,787,680
$
268
$
302,235
$
315,453
$
1,800
$
620,550
(1,515
)
(1,515
)
79,382,554
$
794
26,787,680
$
268
$
302,235
$
313,938
$
1,800
$
619,035
480,200
5
(480,200
)
(5
)
9,117
9,117
204,955
2
4,505
4,507
4,769,933
47
30,212
30,259
2,811
2,811
155,036
155,036
29,039
29,039
38,504
38,504
134
134
78
78
84,837,642
$
848
26,307,480
$
263
$
416,423
$
468,974
$
2,012
$
888,520
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Fiscal Year Ended
February 2,
February 3,
January 28,
2008
2007
2006
See Note 2
See Note 2
$
155,036
$
112,611
$
72,980
75,052
54,929
49,861
(32,696
)
(1,110
)
1,559
29,039
24,303
(34,918
)
(36,932
)
5,396
2,572
14,678
(1,844
)
2,811
2,686
2,452
(10,982
)
(2,142
)
13,331
(127,027
)
(105,766
)
(77,872
)
(4,267
)
(29,039
)
(2,589
)
12,337
24,444
35,119
26,222
42,479
(193
)
114,706
4,750
19,144
22,256
19,264
12,654
29,869
26,560
29,201
262,834
139,609
168,481
(172,366
)
(162,995
)
(149,659
)
28,440
32,509
37,867
(222,170
)
(69,200
)
1,922
(435,296
)
(130,486
)
(109,870
)
(76,094
)
13,282
17,902
17,201
(1,058
)
(184
)
(560
)
4,507
3,734
3,676
30,259
23,042
7,413
34,918
36,932
4,785
8,829
7,431
86,693
90,255
(40,933
)
134
(85,635
)
99,378
17,678
135,942
36,564
18,886
$
50,307
$
135,942
$
36,564
$
10,657
$
5,749
$
(7,895
)
$
(6,928
)
$
11,475
$
(4,969
)
$
12,314
$
9,286
$
12,345
$
17,832
$
68,483
$
4,569
$
7,307
$
$
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40 years
10-25 years
3-7 years
5 years
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2005
$
72,980
(13,484
)
$
59,496
$
0.73
(0.14
)
$
0.59
$
0.68
(0.12
)
$
0.56
Employee Stock Options
Employee Stock Purchase Plan
Black - Scholes Valuation Assumptions (1)
2007
2006
2005
2007
2006
2005
5.29
5.29
5.29
0.5
0.5
0.5
36.08% - 37.39%
37% - 39%
39% - 41%
25.66% - 39.19%
24% - 32%
27% - 40%
36.96%
38.79%
40.53%
34.29%
28.44%
35.10%
3.39% - 4.94%
4.44% - 4.97%
3.63% - 4.44%
3.32% - 5.02%
5.09% - 5.31%
3.38% - 4.40%
$11.45
$8.34
$7.63
$6.87
$5.12
$4.15
(1)
This table excludes valuation assumptions related to the assumption of outstanding Golf
Galaxy options by Dicks in conjunction with the acquisition of Golf Galaxy on February 13,
2007.
(2)
The expected life of the options represents the estimated period of time until exercise
and is based on historical experience of the similar awards.
(3)
Beginning on the date of adoption of Financial Accounting Standards Board (FASB)
Statement No. 123(R), Share-Based Payment (SFAS 123R), expected volatility is based on
the historical volatility of the Companys common stock since the inception of the
Companys shares being publicly traded in October 2002; prior to the date of adoption of
SFAS 123R, expected volatility was estimated using the Companys historical volatility and
volatility of other publicly-traded retailers.
(4)
The risk-free interest rate is based on the implied yield available on U.S. Treasury
constant maturity interest rates whose term is consistent with the expected life of the
stock options.
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Table of Contents
Fiscal Year
Merchandise Category
2007
2006
2005
$
2,163
$
1,768
$
1,497
1,077
811
672
648
535
456
$
3,888
$
3,114
$
2,625
Table of Contents
Fiscal 2006
Fiscal 2005
As previously reported
Correction
As corrected
As previously reported
Correction
As corrected
(In thousands)
(In thousands)
$
142,568
$
(2,959
)
$
139,609
$
161,427
$
7,054
$
168,481
(115,543
)
(14,943
)
(130,486
)
(85,615
)
(24,255
)
(109,870
)
$
72,353
$
17,902
$
90,255
$
(58,134
)
$
17,201
$
(40,933
)
Table of Contents
$
70,711
19,685
47,875
246
65,749
5,659
112,614
(34,000
)
(14,063
)
(9,759
)
(30,381
)
$
234,336
Year Ended
February 3,
2007
(Unaudited, in thousands, except per share amounts)
$
3,388,837
$
111,958
$
1.09
$
1.01
Table of Contents
Inventory
Associate Severance,
Liabilities Established
Reserve
Retention and
for the Closing
for Discontinued
Relocation
of Acquired Locations
Merchandise
Total
$
3,620
$
3,673
$
6,310
$
13,603
(3,284
)
(4,242
)
(7,526
)
(216
)
(216
)
(6,310
)
(6,310
)
$
120
$
(569
)
$
$
(449
)
(120
)
(85
)
(205
)
$
$
(654
)
$
$
(654
)
121
121
2,059
2,059
$
$
1,526
$
$
1,526
Table of Contents
2007
2006
Gross
Accumulated
Gross
Accumulated
Amount
Amortization
Amount
Amortization
$
65,749
$
$
$
4,219
4,219
5,153
(429
)
5,849
(503
)
5,349
(194
)
$
80,970
$
(932
)
$
9,568
$
(194
)
Estimated
Fiscal
Amortization
Years
Expense
856
913
1,044
1,136
1,161
4,960
$
10,070
2007
2006
$
19,903
$
20,181
2,043
4,328
(6,781
)
(4,867
)
6,717
261
21,882
19,903
(7,284
)
(6,135
)
$
14,598
$
13,768
Table of Contents
2007
2006
$
34,003
$
31,820
452,723
374,879
425,522
330,757
912,248
737,456
(380,469
)
(304,385
)
$
531,779
$
433,071
2007
2006
$
74,495
$
52,988
33,200
34,537
121,121
102,840
$
228,816
$
190,365
2007
2006
$
172,500
$
172,500
7,721
7,809
1,214
708
181,435
181,017
(250
)
(152
)
$
181,185
$
180,865
Table of Contents
Table of Contents
2007
2006
$
$
6.50
%
6.57
%
$
210,208
$
169,981
$
94,185
$
57,138
Table of Contents
2007
2006
$
662
$
708
378
174
1,214
708
(117
)
(46
)
$
1,097
$
662
Fiscal Year
$
117
124
119
107
88
659
$
1,214
Fiscal Year
$
905
2009
975
2010
953
2011
953
2012
953
Thereafter
11,204
15,943
(8,222
)
7,721
(133
)
$
7,588
Table of Contents
Fiscal Year
$
330,857
346,068
341,636
328,490
315,983
1,950,607
$
3,613,641
Weighted
Weighted
Average
Average
Remaining
Shares
Exercise
Contractual
Aggregate
Subject to
Price per
Life
Intrinsic Value
Options
Share
(Years)
(in thousands)
24,208,820
$
6.24
5.91
$
259,398
2,487,888
17.90
(2,640,802
)
2.83
(777,132
)
12.79
23,278,774
$
7.66
8.72
$
249,432
2,756,916
19.61
(5,371,716
)
4.30
(1,031,146
)
14.86
19,632,828
$
9.88
6.64
$
324,610
5,324,866
25.86
(4,769,933
)
6.34
(911,316
)
20.62
19,276,445
$
14.66
6.35
$
352,494
12,200,666
$
8.97
5.35
$
292,385
Table of Contents
Weighted
Average Fair
Shares
Value
8,578,460
$
6.87
5,324,866
11.45
(5,925,811
)
6.45
(901,736
)
8.98
7,075,779
$
10.40
Options Outstanding
Options Exercisable
Weighted
Average
Weighted
Weighted
Remaining
Average
Average
Range of
Contractual
Exercise
Exercise
Exercise Prices
Shares
Life (Years)
Price
Shares
Price
889,989
2.80
$
0.90
889,989
$
0.90
3,650,780
4.69
3.24
3,650,780
3.24
4,833,318
5.53
10.90
4,773,005
10.91
3,474,828
6.65
15.44
2,365,276
14.38
5,901,304
8.12
24.87
521,616
20.37
526,226
9.53
31.84
19,276,445
6.35
$
14.66
12,200,666
$
8.97
Table of Contents
2007
2006
2005
$
118,305
$
62,573
$
41,961
16,882
11,247
7,295
135,187
73,820
49,256
(28,983
)
631
(928
)
(3,713
)
623
326
(32,696
)
1,254
(602
)
$
102,491
$
75,074
$
48,654
2007
2006
2005
35.0
%
35.0
%
35.0
%
3.6
%
4.2
%
4.6
%
1.2
%
0.8
%
0.4
%
39.8
%
40.0
%
40.0
%
Table of Contents
2007
2006
$
10,605
$
7,772
15,760
7,455
6,527
8,273
2,252
16,117
10,732
2,753
3,595
5,704
3,997
4,148
4,716
2,787
1,919
3,896
279
1,740
2,931
72,568
51,390
(10,089
)
(17,525
)
(29,911
)
(28,963
)
(2,192
)
(503
)
(46,488
)
(42,695
)
$
26,080
$
8,695
2007
$
10,342
1,721
(1,527
)
1,473
(2,190
)
(104
)
$
9,715
Table of Contents
2007
2006
2005
$
12,856
$
10,836
$
13,196
(1,566
)
(811
)
(237
)
$
11,290
$
10,025
$
12,959
Fiscal Year Ended
2007
2006
2005
$
155,036
$
112,611
$
72,980
109,383
102,512
99,584
$
1.42
$
1.10
$
0.73
$
155,036
$
112,611
$
72,980
109,383
102,512
99,584
7,121
8,278
8,374
116,504
110,790
107,958
$
1.33
$
1.02
$
0.68
Table of Contents
Fiscal Year
$
8,048
9,456
10,790
12,115
14,935
40,644
$
95,988
Table of Contents
2007
2006
First
Second
Third
Fourth
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
Quarter
Quarter
Quarter
Quarter (1)
$
823,553
$
1,013,421
$
838,831
$
1,212,615
$
645,498
$
734,047
$
708,343
$
1,026,275
244,419
298,660
238,663
376,320
177,665
207,397
191,335
320,302
39,291
83,194
21,682
124,650
21,279
45,707
15,609
115,116
21,701
47,930
12,233
73,171
11,418
25,681
7,795
67,718
$
0.19
$
0.41
$
0.10
$
0.62
$
0.10
$
0.23
$
0.07
$
0.60
(1)
Fourth quarter of fiscal 2006 represents a 14 week period, as fiscal 2006 includes 53 weeks.
(2)
Quarterly results for fiscal 2007 and 2006 do not add to full year results due to
rounding.
Table of Contents
(Registrant)
Timothy E. Kullman
Executive Vice President Finance, Administration and Chief Financial Officer
Date: March 27, 2008
SIGNATURE
CAPACITY
DATE
Chairman and Chief Executive
March 27, 2008
Officer, President and Director
Executive Vice President
March 27, 2008
Finance, Administration and
Chief Financial Officer
(principal financial and
accounting officer)
Vice Chairman and Director
March 27, 2008
Director
March 27, 2008
Director
March 27, 2008
Director
March 27, 2008
Director
March 27, 2008
Director
March 27, 2008
Director
March 27, 2008
Table of Contents
Dicks Sporting Goods, Inc.
Pittsburgh, Pennsylvania
March 27, 2008
Table of Contents
Balance at
Charged to
Other -
Balance at
Beginning
Costs and
Acquisition
End
of Period
Expenses
Related
Deductions
of Period
$
4,396
$
5,835
$
$
(900
)
$
9,331
4,805
1,215
(2,995
)
(1,125
)
1,900
$
9,331
$
10,545
$
$
(3,980
)
$
15,896
1,900
925
(794
)
2,031
$
15,896
$
6,973
$
1,327
$
(4,981
)
$
19,215
2,031
3,459
212
(2,817
)
2,885
Table of Contents
Exhibit
Number
Description
Method of Filing
Agreement and Plan of Merger, dated as of June
21, 2004, by and among the Registrant,
Diamondback Acquisition, Inc. and Galyans
Trading Company, Inc.
Incorporated by reference to Exhibit 2.1 to the
Registrants Form 8-K, File No. 001-31463, filed
on June 22, 2004.
Agreement and Plan of Merger dated as of
November 13, 2006
Incorporated by reference to Exhibit 10.1 to the
Registrants Form 8-K, File No. 001-31463, filed
on November 14, 2006
Amended and Restated Certificate of Incorporation
Incorporated by reference to Exhibit 3.1 to the
Registrants Registration Statement on Form S-8,
File No. 333-100656, filed on October 21, 2002
Amendment to the Amended and Restated
Certificate of Incorporation, dated as of June
10, 2004
Incorporated by reference to Exhibit 3.1 to the
Registrants Form 10-Q, File No. 001-31463, filed
on September 9, 2004
Form of Amended and Restated Bylaws
Incorporated by reference to Exhibit 3.4 to the
Registrants Statement on Form S-1, File No.
333-96587, filed on July 17, 2002
Second Amended and Restated Credit Agreement
dated as of July 28, 2004 among Dicks Sporting
Goods, Inc., the Lenders Party thereto and
General Electric Capital Corporation
Incorporated by reference to Exhibit 4.1 to the
Registrants Statement on Form 8-K, File No.
001-31463, filed on July 29, 2004
Form of Stock Certificate
Incorporated by reference to Exhibit 4.1 to the
Registrants Statement on Form S-1, File No.
333-96587, filed on July 17, 2002
Indenture dated as of February 18, 2004 between
the Registrant and Wachovia Bank, National
Association, as Trustee
Incorporated by reference to Exhibit 10.3 to the
Registrants Form 8-K, File No. 001-31463, filed
on February 23, 2004
Registration Rights Agreement among the
Registrant, Merrill Lynch, Pierce, Fenner Smith
Incorporated, Banc of America Securities LLC and
UBS Securities LLC dated as of February 18, 2004
Incorporated by reference to Exhibit 10.2 to the
Registrants Form 8-K, File No. 001-31463, filed
on February 23, 2004
Form of Confirmation of OTC Warrant Transaction,
Amended and Restated as of February 13, 2004
Incorporated by reference to Exhibit 10.7 to the
Registrants Form 8-K, File No. 001-31463, filed
on February 23, 2004
Senior Convertible Notes due 2024, Purchase Agreement among Dicks Sporting Goods, Inc.,
Merrill Lynch, Pierce, Fenner Smith Incorporated, Banc of America LLC and UBS Securities
LLC, dated as of February 11, 2004
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 23, 2004
First Supplemental Indenture, dated as of December 22, 2004, between the Registrant and
Wachovia Bank, National Association, as Trustee
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
December 23, 2004.
Consent to Second Amended and Restated Credit Agreement, dated as of December 23, 2004,
between the Registrant and General Electric Capital Corporation
Incorporated by
reference to
Exhibit 10.2 to the
Registrants Form
8-K, File No.
001-31463, filed on
December 23, 2004.
Table of Contents
Exhibit
Number
Description
Method of Filing
Associate Savings and Retirement Plan
Incorporated by
reference to
Exhibit 10.1 to the
Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Registrants 1992 Stock Option Plan
Incorporated by
reference to
Exhibit 10.4 to the
Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Registrants 2002 Stock Plan, as amended
Incorporated by
reference to
Exhibit 4.1 to the
Registrants
Registration
Statement on Form
S-8, File No.
333-102385, filed
on January 7, 2003
Dicks Sporting Goods, Inc. (successor in interest to Dicks Acquisition Corp.)
12% Subordinated Debenture, dated May 1, 1986 issued to Richard J. Stack
Incorporated by
reference to
Exhibit 10.7 to the
Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Lease Agreement, dated November 3, 1999, for 75,000 square foot distribution
center in Conklin, NY
Incorporated by
reference to
Exhibit 10.9 to the
Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Form of Agreement entered into between Dicks Sporting Goods, Inc. and various
executive officers, which sets forth form of severance
Incorporated by
reference to
Exhibit 10.10 to
the Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Form of Option Award entered into between Dicks Sporting Goods, Inc. and
various executive officers, directors and employees
Incorporated by
reference to
Exhibit 10.9 to the
Registrants Form
10-K, File No.
001-31463, filed on
April 8, 2004
Option Agreement between the Company and William R. Newlin, Chief
Administrative Officer and Executive Vice President
Incorporated by
reference to
Exhibit 10.10 to
the Registrants
Form 10-K, File No.
001-31463, filed on
April 8, 2004
Option Agreement between Dicks Sporting Goods, Inc. and Edward W. Stack
Incorporated by
reference to
Exhibit 10.12 to
the Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Option Agreement between Dicks Sporting Goods, Inc. and Edward W. Stack
Incorporated by
reference to
Exhibit 10.12 to
the Registrants
Form 10-K, File No.
001-31463, filed on
April 8, 2004
Offer Letter between the Company and William R. Newlin, Chief Administrative
Officer and Executive Vice President
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
10-Q, File No.
001-31463, filed on
December 9, 2003
Form of Confirmation of OTC Convertible Note Hedge, Amended and Restated as of
February 13, 2004
Incorporated by
reference to
Exhibit 10.6 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 23, 2004
Amended and Restated Lease Agreement, originally dated February 4, 1999, for
distribution center located in Smithton, Pennsylvania, effective as of May 5,
2004
Incorporated by
reference to
Exhibit 10.5 to the
Registrants Form
10-Q, File No.
001-31463, filed on
September 9, 2004.
Description of Compensation Payable to Non-Management Directors
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
March 8, 2005.
Table of Contents
Exhibit
Number
Description
Method of Filing
Consent and Waiver to the Amended and Restated Credit Agreement, dated as of June 14, 2004,
among Dicks Sporting Goods, Inc., the lending party thereto and General Electric Capital
Corporation, as agent for the lenders
Incorporated by
reference to
Exhibit 10.2 to the
Registrants Form
8-K, File No.
001-31463, filed on
June 22, 2004
Waiver of Confirmation of OTC Convertible Note Hedge Agreement entered into among the
Registrant and Merrill Lynch International on February 13, 2004
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
December 9, 2004.
Amended and Restated Lease Agreement originally dated August 31, 1999, for distribution
center located in Plainfield, Indiana, effective as of November 30, 2005, between CP Gal
Plainfield, LLC and Dicks Sporting Goods, Inc.
Incorporated by
reference to
Exhibit 10.22 to
Registrants Form
10-K, File No.
001-31463, filed on
March 23, 2006
Offer Letter between the Company and Gwen K. Manto, Executive Vice President
and Chief Merchandising Officer
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
December 9, 2005
Aircraft Sublease Agreement, dated February 13, 2006, for the business use of
an aircraft, between Dicks Sporting Goods, Inc. and Corporate Air, LLC
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 14, 2006
Dicks Sporting Goods Supplemental Smart Savings Plan
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
July 6, 2006
First Amendment to the Second Amended and Restated Credit Agreement dated as of
November 13, 2006
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
November 14, 2006
Second Amendment to Second Amended and Restated Credit Agreement dated as of
February 13, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 13, 2007
Cover Letter and Second Amended and Restated Employment Agreement, dated
February 13, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 13, 2007
Stock Option Agreement, dated February 13, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 13, 2007
Restricted Stock Award Agreement, dated February 13, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
February 13, 2007
Third Amendment to Second Amended and Restated Credit Agreement dated as of
February 28, 2007
Incorporated by
reference to
Exhibit 10.33 to
the Registrants
Form 10-K, File No.
001-31463, filed on
March 23, 2007
Golf Galaxy, Inc. Amended and Restated 1996 Stock Option and Incentive Plan
Incorporated by
reference to
Exhibit 4.1 to the
Registrants
Statement on Form
S-8, File No.
333-140713, filed
on February 14,
2007
Golf Galaxy, Inc. 2004 Stock Incentive Plan
Incorporated by
reference to
Exhibit 4.2 to the
Registrants
Statement on Form
S-8, File No.
333-140713, filed
on February 14,
2007
Table of Contents
Exhibit
Number
Description
Method of Filing
Amended and Restated Employee Stock Purchase Plan
Incorporated by
reference to Annex
A to the
Registrants
Definitive Proxy
Statement, File No.
001-31463, filed on
May 3, 2007
Offer Letter between Dicks Sporting Goods, Inc. and Timothy E. Kullman, dated
February 5, 2007, as amended by letter dated February 9, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
March 16, 2007
Amendment to Dicks Sporting Goods Supplemental Smart Savings Plan
Incorporated by
reference to
Exhibit 10.7 to the
Registrants Form
10-Q, File No.
001-31463, filed on
June 6, 2007
Fourth Amendment to the Second Amended and Restated Credit Agreement, dated
July 27, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
August 2, 2007
Amendment dated June 22, 2007 to Confirmation of OTC Convertible Note Hedge,
Amended and Restated as of February 13, 2004
Incorporated by
reference to
Exhibit 10.2 to the
Registrants Form
10-Q, File No.
001-31463, filed on
August 28, 2007
Fifth Amendment to the Second Amended and Restated Credit Agreement, dated as
of November 20, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K, File No.
001-31463, filed on
December 6, 2007
Amended and Restated Officers Supplemental Savings Plan, dated December 12,
2007
Filed herewith
First Amendment to Amended and Restated Officers
Supplemental Savings Plan, dated March 27, 2008
Filed herewith
Sixth Amendment to the Second Amended and Restated Credit Agreement, dated as
of January 24, 2008
Filed herewith
Written description of performance
incentive awards
Filed herewith
Form of Restricted Stock Award
File herewith
Computation of Ratio of Earnings to Fixed Charges
Filed herewith
Subsidiaries
Filed herewith
Consent of Deloitte & Touche LLP
Filed herewith
Certification of Edward W. Stack, Chairman, Chief Executive Officer and
President, dated as of March 27, 2008 and made pursuant to Rule 13a-14(a) of
the Securities Exchange Act of 1934, as amended.
Filed herewith
Certification of Timothy E. Kullman, Executive Vice President Finance,
Administration and Chief Financial Officer, dated as of March 27, 2008 and made
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
Filed herewith
Certification of Edward W. Stack, Chairman, Chief Executive Officer and
President, dated as of March 27, 2008 and made pursuant to Section 1350,
Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Filed herewith
Table of Contents
Exhibit
Number
Description
Method of Filing
Certification of Timothy E. Kullman, Executive Vice President Finance,
Administration and Chief Financial Officer, dated as of March 27, 2008 and made
pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
|
DICKS SPORTING GOODS, INC. | |||||
|
||||||
|
By: |
Kathryn L. Sutter
|
||||
|
||||||
|
Its: |
Senior Vice President of Human Resources
|
1. | Section 2.2 of the Plan is amended by adding the following sentence to the end of that section: | |
In addition, in the case of an ad hoc Discretionary Contribution described in Section 2.4, the Administrator may permit the Eligible Executive to defer such compensation on or before the 30 th day after the Eligible Executive obtains the legally binding right to the compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse. | ||
2. | Section 2.4 is amended by adding the following new paragraph to the end of that section: | |
The Company also shall have the discretion to make an ad hoc Discretionary
Contribution to the Plan on behalf of any Eligible Executive, but such compensation shall not be payable to the Eligible Executive unless the Eligible Executive continues to provide services for a period of at least 12 months from the date the Eligible Executive obtains a legally binding right to receive such compensation. In such a case, the election to defer such compensation may be made on or before the 30 th day after the Eligible Executive obtains the legally binding right to the compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse. |
||
3. | Section 3.1 is amended by replacing the fourth sentence of that section with the following sentence: Discretionary Contributions shall be credited to the Participants Retirement Account. | |
4. | Section 3.2 is amended in its entirety to read as follows: |
1 |
2 |
|
By:
Title: |
/s/ Kathryn L. Sutter
Senior Vice President of Human Resources |
3 |
(a) | Amendment to Section 5.14 . Section 5.14 of the Credit Agreement is hereby amended as of the Sixth Amendment Effective Date by inserting a new clause (e) after clause (d) to read as follows: | ||
(e) In the event that a TMGC Licensed Trademark is released from the license to which it is subject pursuant to the TMGC TM Purchase Agreement (a |
Released TMGC Trademark , as hereinafter further defined), Borrower shall, at Agents request, take all action necessary or desirable to perfect Agents Lien on such Released TMGC Trademark, including executing and delivering to Agent a short form intellectual property security agreement in form and substance reasonably acceptable to the Agent and suitable for filing in the United States Patent and Trademark Office or any similar office, authority or agency within or outside the United States. | |||
(b) | Amendment to Section 9.9 . Section 9.9 of the Credit Agreement is hereby amended as of the Sixth Amendment Effective Date by replacing the word or at the end of clause (iii) therein with ,, inserting the word or at the end of clause (iv) therein, and inserting a new clause (v) at the end of clause (iv) to read as follows: | ||
(v) which constitutes Additional TMGC Licensed Trademarks; provided that upon the license of any TMGC Purchased Trademark (other than any Initial TMGC Licensed Trademarks) by Borrower to TMGC, Agent shall have received from Borrower a certificate of an Executive Officer of Borrower certifying that such TMGC Purchased Trademark constitutes a Licensed Mark (as defined in the TMGC TM Purchase Agreement). Agent agrees to take all steps reasonably required, upon receipt of Borrowers certificate required to be delivered pursuant to this clause (v), to confirm that any Lien covering any Additional TMGC Licensed Trademark is removed and released. | |||
(c) | Amendments to Annex A . Annex A of the Credit Agreement is hereby amended as of the Sixth Amendment Effective Date by, adding the following new definitions in appropriate alphabetical order therein: | ||
T Additional TMGC Licensed Trademarks shall mean up to six (6) additional Purchased TMGC Trademarks certified to Agent by an Executive Officer of Borrower to constitute Licensed Marks (as defined in the TMGC TM Purchase Agreement). T | |||
Initial TMGC Licensed Trademarks shall mean the seven (7) Purchased TMGC Trademarks listed on Exhibit C attached to the TMGC TM Purchase Agreement in which Borrower shall grant to TMGC a royalty free, fully paid, exclusive right and license. | |||
Purchased TMGC Trademarks shall mean the Trademarks purchased by Borrower from TMGC pursuant to the TMGC TM Purchase Agreement as listed on Exhibit A attached thereto. | |||
Released TMGC Trademark shall mean any Purchased TMGC Trademark previously constituting a TMGC Licensed Trademark, which Purchased TMGC Trademark is no longer the subject of a license by Borrower to TMGC, and no longer constitutes a TMGC Licensed Trademark. | |||
TMGC shall mean Taylor Made Golf Company, Inc., a Delaware corporation. |
2
TMGC TM Purchase Agreement shall mean that certain Brand Sale Agreement With Limited License Back to be entered into between TMGC and Borrower in substantially the form of the draft Brand Sale Agreement With Limited License Back delivered to Agent on January 24, 2008, with such changes, amendments or modifications as Agent may approve in its sole discretion. | |||
TMGC Licensed Trademarks shall mean, collectively, the Initial TMGC Licensed Trademarks and the Additional TMGC Licensed Trademarks. |
(b) Notwithstanding the foregoing or anything to the contrary contained herein, the pledge and grant of a Lien and security interest as provided herein shall not extend to any Equipment, Fixtures or Initial TMGC Licensed Trademarks; provided that, (i) immediately upon the release of any Initial TMGC Licensed Trademark from the license to which it is subject pursuant to the TMGC TM Purchase Agreement, Grantor shall be deemed to have granted a security interest in, all its rights, title and interests in and to such Purchased TMGC Trademark so released; and (ii) the foregoing exclusions shall in no way be construed so as to limit, impair or otherwise affect Agents unconditional continuing security interest in and to all rights, title and interests of Grantor in or to any payment obligations or other rights to receive monies due or to become due under any Initial TMGC Licensed Trademark or any Trademark License to which such Initial TMGC Licensed Trademark is subject and in any such monies and other proceeds of any Initial TMGC Licensed Trademark or any Trademark Licenses to which such Initial TMGC Licensed Trademarks is subject. |
(a) | Each of the execution, delivery and performance by Borrower and each other Loan Party which is party to the Guaranty of this Amendment, and the performance of the Amended Credit Agreement and the Amended Security Agreement are (i) within Borrowers and each such Loan Partys corporate power and have been duly authorized by all necessary corporate and shareholder action; (ii) do not contravene any provision of any Loan Partys charter or bylaws or equivalent organizational or charter or other constituent documents; (iii) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (iv) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Loan Party is a party or by which any Loan Party or any of its property is bound; (v) do not result in the creation or imposition of any Lien upon any of the property of any Loan Party other than those in favor |
3
of Agent, on behalf of itself and the Lenders, pursuant to the Loan Documents; and (vi) do not require the consent or approval of any Governmental Authority or any other Person. | |||
(b) | This Amendment has been duly executed and delivered by or on behalf of Borrower and each other Loan Party which is party to the Guaranty. | ||
(c) | Each of this Amendment, the Amended Credit Agreement and the Amended Security Agreement constitutes a legal, valid and binding obligation of Borrower and each such Loan Party enforceable against Borrower and such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). | ||
(d) | No Default or Event of Default has occurred and is continuing both before and after giving effect to this Amendment. | ||
(e) | No action, claim or proceeding is now pending or, to the knowledge of any Loan Party signatory hereto, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which challenges such Loan Partys right, power, or competence to enter into this Amendment or, to the extent applicable, perform any of its obligations under this Amendment, the Amended Credit Agreement, the Amended Security Agreement or any other Loan Document, or the validity or enforceability of this Amendment, the Amended Credit Agreement, the Amended Security Agreement or any other Loan Document or any action taken under this Amendment, the Amended Credit Agreement, the Amended Security Agreement or any other Loan Document or which if determined adversely could have or result in a Material Adverse Effect. To the knowledge of each Loan Party, there does not exist a state of facts which is reasonably likely to give rise to such proceedings. | ||
(f) | All representations and warranties of the Loan Parties contained in the Credit Agreement and the other Loan Documents are true and correct as of the date hereof with the same effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date. |
4
(a) | Amendment . Agent shall have received eight (8) original copies of this Amendment duly executed and delivered by Agent, Lenders and Borrower and acknowledged by the other Loan Parties. | ||
(b) | Representations and Warranties . All representations and warranties contained in this Amendment shall be true and correct on and as of the Sixth Amendment Effective Date. |
5
6
BORROWER: | ||||||
|
||||||
DICKS SPORTING GOODS, INC. | ||||||
|
||||||
|
By:
Name: Title: |
/s/ Timothy E. Kullman
Senior Vice President and Chief Financial Officer |
||||
|
||||||
AGENT: | ||||||
|
||||||
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent |
||||||
|
||||||
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By: | /s/ Joseph H. Burt | ||||
|
||||||
|
Name: | Joseph H. Burt | ||||
|
Its: | Duly Authorized Signatory | ||||
|
||||||
LENDERS: | ||||||
|
||||||
GENERAL ELECTRIC CAPITAL CORPORATION | ||||||
|
||||||
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By: | /s/ Joseph H. Burt | ||||
|
||||||
|
Name: | Joseph H. Burt | ||||
|
Its: | Duly Authorized Signatory | ||||
|
||||||
PNC BANK, NATIONAL ASSOCIATION | ||||||
|
||||||
|
By: | /s/ James M. Steff | ||||
|
||||||
|
Name: | James M. Steff | ||||
|
Title: | Vice President |
BANK OF AMERICA, N.A. | ||||||
|
||||||
|
By | /s/ Andrew Cerassi | ||||
|
||||||
|
Name: | Andrew Cerassi | ||||
|
Title: | Vice President | ||||
|
||||||
NATIONAL CITY BUSINESS CREDIT, INC. | ||||||
|
||||||
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By: | /s/ Matthew Potter | ||||
|
||||||
|
Name: | Matthew Potter | ||||
|
Title: | Vice President | ||||
|
||||||
WACHOVIA BANK, NATIONAL
ASSOCIATION |
||||||
|
||||||
|
By: | /s/ Anthony D. Braxton | ||||
|
||||||
|
Name: | Anthony D. Braxton | ||||
|
Title: | Director | ||||
|
||||||
CITIZENS BANK OF PENNSYLVANIA | ||||||
|
||||||
|
By: | /s/ Don Cmar | ||||
|
||||||
|
Name: | Don Cmar | ||||
|
Title: | Vice President | ||||
|
||||||
JPMORGAN CHASE BANK, N.A.
formerly known as JP MORGAN CHASE BANK |
||||||
|
||||||
|
By: | /s/ James M. Barbato | ||||
|
||||||
|
Name: | James M. Barbato | ||||
|
Title: | Vice President |
2
AMERICAN SPORTS LICENSING, INC. | ||||
|
||||
By:
Name: |
/s/ Timothy E. Kullman
|
|||
Title:
|
President | |||
|
||||
DSG OF VIRGINIA, LLC | ||||
|
||||
By:
Name: |
/s/ Lee Belitsky
|
|||
Title:
|
Secretary | |||
|
||||
GALYANS TRADING COMPANY, INC. | ||||
|
||||
By:
Name: |
/s/ Timothy E. Kullman
|
|||
Title:
|
Vice President, Secretary and | |||
|
Treasurer | |||
|
||||
GALYANS NEVADA, INC. | ||||
|
||||
By:
|
/s/ Timothy E. Kullman | |||
|
||||
Name:
|
Timothy E. Kullman | |||
Title:
|
Secretary/Treasurer | |||
|
||||
GALYANS OF VIRGINIA, INC. | ||||
|
||||
By:
Name: |
/s/ Timothy E. Kullman
|
|||
Title:
|
Secretary/Treasurer |
3
GOLF GALAXY, INC. | ||||
|
||||
By:
Name: |
/s/ John T. Wolfe
|
|||
Title:
|
Vice President and Secretary | |||
|
||||
GOLF GALAXY GOLFWORKS, INC. | ||||
|
||||
By:
Name: |
/s/ John T. Wolfe
|
|||
Title:
|
Vice President and
Assistant Secretary |
4
Level | Threshold | Target | Maximum | |||
A
|
% | % | % | |||
B
|
% | % | % | |||
C
|
% | % | % | |||
D
|
% | % | % | |||
E
|
% | % | % | |||
F
|
% | % | % | |||
G
|
% | % | % |
Granted Under the
2002 STOCK AND INCENTIVE PLAN, AS AMENDED
Date of Grant:
__________________
(the
Shares
) Granted:
__________________
Type of Shares:
Common Stock, par value $0.01 per share
Forfeiture Restrictions:
Grantee shall have all of the rights and privileges of a stockholder of the
Company with regard to the Shares, except that the following restrictions
shall apply:
(a) The Shares may not be sold, assigned, pledged, exchanged, hypothecated,
gifted or otherwise transferred, encumbered or disposed of to the extent then
subject to these Forfeiture Restrictions. Grantee represents and warrants to
Company that he/she shall not sell, assign, pledge, exchange, hypothecate,
gift or otherwise transfer, encumber or dispose of the Shares, or subject the
Shares to any adverse right, in violation of applicable securities laws or the
provisions of this Agreement. The Company may refuse to register the
transfer of the Shares on the stock transfer records of the Company if such
transfer constitutes a violation of any applicable securities law or this
Agreement, and the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the Shares.
(b) Any certificates representing the Shares shall
bear such legend or legends
as the Company deems appropriate in order to assure compliance with this
Agreement, the Plan and applicable securities laws. During the period of time
when the Shares are subject to the Forfeiture Restrictions, all certificates
representing Shares shall be endorsed with the following legend (in addition
to any other legend required by applicable securities laws or any agreement
by which the Company is bound):
THE SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY
THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE
RESTRICTED STOCK AWARD AGREEMENT UNDER THE COMPANYS AMENDED
AND RESTATED 2002 STOCK INCENTIVE PLAN BETWEEN THE REGISTERED
OWNER AND THE COMPANY. A COPY OF THE PLAN AND THE RESTRICTED STOCK
AWARD AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY.
(c) If all or any portion of the Shares are forfeited under this Agreement,
Grantee shall take all necessary actions to transfer the forfeited Shares to the
Company, including, but not limited to, endorsing in blank or duly endorsing
a stock power attached to any certificate representing forfeited Shares
transferred, all in form suitable for the transfer of such forfeited Shares to the
Company.
(d) If all or any portion of the Shares are forfeited under this Agreement, all
rights of a stockholder with respect to such Shares, including the right to vote
and receive dividends with respect thereto, shall cease immediately on the
date of the forfeiture.
(e) These Forfeiture Restrictions shall be binding upon, and enforceable
against, any transferee of the Shares. | ||||
|
||||
Vesting Schedule: | So long as Grantee maintains his/her status as an Employee, Non-Employee Director or consultant (as the case may be), the Forfeiture Restrictions shall lapse and the Shares shall be vested in accordance with the following schedule: | |||
|
||||
|
[insert vesting schedule] | |||
|
||||
Upon the vesting of the Shares without a forfeiture of the applicable Shares, and upon the satisfaction of all other applicable conditions as to such Shares, including, but not limited to, the payment by Grantee of all applicable withholding taxes, if any, the Company shall deliver or cause to be delivered to Grantee shares of Common Stock, which may be in the form of a certificate(s) equal in number to the applicable Shares, which shall not be subject to the transfer restrictions set forth above and shall not bear the legend described above. The Company shall have the authority to withhold, or to require Grantee to remit to the Company, prior to issuance or delivery of any Shares or the removal of any stop order or transfer restrictions on the Shares or any restrictive legends on the certificates representing the Shares, an amount sufficient to satisfy federal, state and local tax withholding requirements associated with this Award. Additionally, the Company, in its sole discretion, shall have the right to withhold from Grantee Shares with a Fair Market Value equal to the federal, state and local tax withholding requirements associated with this Award. To the extent required for compliance with Section 162(m) of the Code, if applicable to Grantee, the Committee shall have such authority and make such determination over the Award as necessary to comply with the terms of the Plan and Section 162(m) of the Code. | ||||
|
||||
Termination of Employment: | Pursuant to the Administrators authority under Section 7 of the Plan, upon termination of the Grantees Continuous Status as an Employee, or status as a Non-Employee Director or consultant (as the case may be), this Award shall be treated as follows: | |||
|
||||
|
§ | If the Termination shall occur by reason of the Grantees death or total and permanent disability (as set forth in Section 6(b) of the Plan), , the Award shall continue to vest for ___ (___) days after the date of such Termination; | ||
|
||||
|
§ | If the Termination shall occur by reason of the Grantees dismissal by the Company other than For Cause (as defined below) [or retirement], the Award shall continue to vest for ___ (___) days after the date of such Termination in the case of Termination by reason other than For Cause; and | ||
|
||||
|
§ | If the Grantee voluntarily terminates his or her Continuous Status as an Employee [other than as a result of retirement], or status as a Non-Employee Director or consultant, or is discharged For Cause, any portion of the Award that has not vested shall, unless otherwise specified by the Committee, shall be automatically forfeited. | ||
|
||||
|
§ | For the purposes of the Award, the term For Cause shall mean (i) with respect to an Grantee who is party to a written agreement with, or, alternatively, participates in a compensation or benefit plan of the |
2
|
Company or a Subsidiary, which agreement or plan contains a definition of for cause or cause (or words of like import) for purposes of termination of employment thereunder by the Company or Subsidiary, for cause or cause as defined in the most recent of such agreements or plans, or (ii) in all other cases, (a) the willful commission of a criminal or other act that causes substantial economic damage to the Company or a Subsidiary or substantial injury to the business reputation of the Company or a Subsidiary; (b) the commission of an act of fraud in the performance of such Grantees duties on behalf of the Company or a Subsidiary; or (c) the continuing willful failure of a Grantee to perform the duties of such Grantee to the Company or a Subsidiary (other than such failure resulting from the Grantees incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Grantee by the Board of Directors or the Committee. For purposes of the Award, no act, or failure to act, on the Grantees part shall be considered willful unless done or omitted to be done by the Grantee not in good faith and without reasonable belief that the Grantees action or omission was in the best interest of the Company or a Subsidiary. | |||
|
||||
Taxes and Section 83(b) Election: | Grantee shall be solely responsible for any taxes payable on the transfer of the Shares. Grantee shall promptly pay to the Company, or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to the receipt of the Shares (including in cases where he or she has made an election in accordance with Section 83(b) of the Code (the Election )), and any tax obligation of Grantee arising in connection with the Election and the Grantee shall indemnify and hold harmless the Company and its affiliates for any taxes payable on the transfer of the Shares hereunder. Grantee acknowledges that (a) Grantee has been informed of the availability of making an Election; (b) that the Election must be filed with the Internal Revenue Service within thirty (30) days of the Date of Grant; and (c) that Grantee is solely responsible for making such Election. Grantees who do not make the Election acknowledge that dividends, if any, on the Shares will be treated as compensation and subject to tax withholding in accordance with the Companys practices and policies. Grantee shall send a copy of the Election to the [Chief Financial Officer or Director of Tax & Treasury Services] of the Company at the address below. | |||
|
||||
Notices: | Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated and unless otherwise provided in this Agreement, all notices or communications by Grantee to the Company shall be mailed or delivered to the Secretary of the Company at its office at 300 Industry Drive, RIDC Park West, Pittsburgh, PA 15275 and all notices or communications by the Company to Grantee may be given to Grantee personally or may be mailed to him. | |||
|
||||
Entire Agreement; Amendment
or
Modification; Governing Law: |
The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof. | |||
|
||||
The Agreement may only be amended or terminated at any time by written agreement of both of the parties hereto. Notwithstanding the foregoing, The Company may, in its sole discretion and without the Grantees consent, |
3
modify or amend the terms of this Agreement, impose conditions on the timing and effectiveness of the issuance of the Shares, or take any other action it deems necessary or advisable, to cause this Award to be excepted from Section 409A of the Code (or to comply therewith to the extent the Company determines it is not excepted) | ||||
|
||||
This Agreement is governed by the internal substantive laws but not the choice of law rules of the State of Delaware. | ||||
|
||||
No Guarantee of Continued Service: | GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, NON- EMPLOYEE DIRECTOR OR CONSULTANT, AS APPLICABLE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED OR ACQUIRING THE SHARES HEREUNDER). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH GRANTEES RIGHT OR THE COMPANYS RIGHT TO TERMINATE GRANTEES RELATIONSHIP. | |||
|
||||
Incorporation of Plan: | Grantee acknowledges receipt of a copy of one of the following: (i) the Companys annual report for its last fiscal year, (ii) the Companys Form 10- K for its last fiscal year, or (iii) the last prospectus filed by the Company, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions thereof. Grantee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Agreement. Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. | |||
|
||||
Interpretation and Construction: | Whenever possible, each provision in this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement will be held to be prohibited by or invalid under applicable law, then (a) such provisions will be deemed amended to accomplish the objectives of the provisions as originally written to the fullest extent permitted by law and (b) all other provisions of this Agreement will remain in full force and effect. This Award is intended to be excepted from coverage under Section 409A of the Code and the regulations promulgated thereunder and shall be interpreted and construed accordingly. If, however, any benefit provided under this Agreement is subject to the provisions of Section 409A of the Code and the regulations issued thereunder, the provisions of the Agreement shall be administered, interpreted and construed in a manner necessary to comply with Section 409A and the regulations issued thereunder (or disregarded to the extent such provision cannot be so administered, interpreted, or construed.) Notwithstanding the foregoing, Grantee recognizes and acknowledges that Section 409A of the Code may impose upon the Grantee certain taxes or interest charges for which the Grantee is and shall remain solely responsible. | |||
|
||||
No rule of strict construction will be implied against the Company or any other person in the interpretation of any of the terms of this Agreement or any rule or procedure established by the Administrator. | ||||
|
||||
Power of Attorney: | Grantee hereby grants to the Company a power of attorney and declares that the Company shall be the attorney-in-fact to act for and on behalf of the Grantee, to act in his/her name, place and stead, in connection with any and |
4
all transfers of Shares, whether or not vested, to the Company pursuant to this Agreement, including in the event of Grantees termination. | ||||
|
||||
Assurances: | Grantee agrees, upon demand of the Company, to do all acts and execute, deliver and perform all additional documents, instruments and agreements that may be required by the Company to implement the provisions and purposes of this Agreement. |
5
Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | ||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Earnings
|
||||||||||||||||||||
Income from continuing operations
before taxes
|
$ | 257,527 | $ | 187,685 | $ | 121,634 | $ | 114,841 | $ | 87,346 | ||||||||||
Fixed charges
|
43,390 | 34,720 | 36,609 | 25,283 | 13,477 | |||||||||||||||
|
||||||||||||||||||||
Total earnings
|
$ | 300,917 | $ | 222,405 | $ | 158,243 | $ | 140,124 | $ | 100,823 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed Charges
|
||||||||||||||||||||
Interest expense, net
|
$ | 11,290 | $ | 10,025 | $ | 12,959 | $ | 8,009 | $ | 1,831 | ||||||||||
|
||||||||||||||||||||
Portion of rent expense
representative of interest
|
32,100 | 24,695 | 23,650 | 17,274 | 11,646 | |||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 43,390 | $ | 34,720 | $ | 36,609 | $ | 25,283 | $ | 13,477 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of earnings to fixed charges
|
6.94 | 6.41 | 4.32 | 5.54 | 7.48 | |||||||||||||||
|
78
79
80
/s/ EDWARD W. STACK | Date: March 27, 2008 | |
|
||
Chairman, Chief Executive Officer, President and Director | ||
Dicks Sporting Goods, Inc. |
81
/s/ TIMOTHY E. KULLMAN
|
Date: March 27, 2008 | |
|
||
Executive
Vice President Finance, Administration and Chief Financial
Officer
Dicks Sporting Goods, Inc. |
82
/s/ EDWARD W. STACK | Date: March 27, 2008 | |
|
||
Chairman, Chief Executive Officer and President | ||
Dicks Sporting Goods, Inc. |
83
/s/ TIMOTHY E. KULLMAN
|
Date: March 27, 2008 | |
|
||
Executive
Vice President Finance, Administration and Chief Financial
Officer
Dicks Sporting Goods, Inc. |
84