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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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16-1241537
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Page Number
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13 Weeks Ended
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||||||
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April 29,
2017 |
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April 30,
2016 |
||||
Net sales
|
|
$
|
1,825,252
|
|
|
$
|
1,660,343
|
|
Cost of goods sold, including occupancy and distribution costs
|
|
1,283,387
|
|
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1,164,546
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||
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|
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|
|
||||
GROSS PROFIT
|
|
541,865
|
|
|
495,797
|
|
||
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|
|
|
|
||||
Selling, general and administrative expenses
|
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439,341
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|
|
398,568
|
|
||
Pre-opening expenses
|
|
12,456
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|
|
6,518
|
|
||
|
|
|
|
|
||||
INCOME FROM OPERATIONS
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|
90,068
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90,711
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|
||
|
|
|
|
|
||||
Interest expense
|
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1,264
|
|
|
1,131
|
|
||
Other income
|
|
(2,879
|
)
|
|
(2,067
|
)
|
||
|
|
|
|
|
||||
INCOME BEFORE INCOME TAXES
|
|
91,683
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|
|
91,647
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|
||
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|
|
|
|
||||
Provision for income taxes
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33,488
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34,770
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|
||
|
|
|
|
|
||||
NET INCOME
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$
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58,195
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$
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56,877
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|
|
|
||||
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
|
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Basic
|
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$
|
0.53
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|
|
$
|
0.51
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|
Diluted
|
|
$
|
0.52
|
|
|
$
|
0.50
|
|
|
|
|
|
|
||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
|
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Basic
|
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110,441
|
|
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112,105
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|
||
Diluted
|
|
111,406
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|
113,276
|
|
||
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|
|
|
|
||||
Cash dividend declared per share
|
|
$
|
0.17000
|
|
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$
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0.15125
|
|
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13 Weeks Ended
|
||||||
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|
April 29,
2017 |
|
April 30,
2016 |
||||
NET INCOME
|
|
$
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58,195
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|
|
$
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56,877
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OTHER COMPREHENSIVE (LOSS) INCOME:
|
|
|
|
|
|
|
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Foreign currency translation adjustment, net of tax
|
|
(27
|
)
|
|
92
|
|
||
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME
|
|
(27
|
)
|
|
92
|
|
||
COMPREHENSIVE INCOME
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|
$
|
58,168
|
|
|
$
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56,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Accumulated
|
|
|
|
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||||||||||||||||
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Class B
|
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Additional
|
|
|
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Other
|
|
|
|
|
||||||||||||||||||
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Common Stock
|
|
Common Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
|
||||||||||||||||||||
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Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Stock
|
|
Total
|
||||||||||||||||
BALANCE, January 28, 2017
|
85,619,878
|
|
|
$
|
856
|
|
|
24,710,870
|
|
|
$
|
247
|
|
|
$
|
1,130,830
|
|
|
$
|
1,956,066
|
|
|
$
|
(132
|
)
|
|
$
|
(1,158,378
|
)
|
|
$
|
1,929,489
|
|
Adjustment for cumulative effect from change in accounting principle (ASU 2016-16)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,744
|
)
|
|
—
|
|
|
—
|
|
|
(1,744
|
)
|
|||||||
Exercise of stock options
|
487,826
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
13,587
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,592
|
|
|||||||
Restricted stock vested
|
329,408
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Minimum tax withholding requirements
|
(112,803
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(5,539
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,540
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,195
|
|
|
—
|
|
|
—
|
|
|
58,195
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,147
|
|
|||||||
Foreign currency translation adjustment, net of taxes of $16
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|||||||
Purchase of shares for treasury
|
(484,128
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,192
|
)
|
|
(23,197
|
)
|
|||||||
Cash dividend declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,091
|
)
|
|
—
|
|
|
—
|
|
|
(19,091
|
)
|
|||||||
BALANCE, April 29, 2017
|
85,840,181
|
|
|
$
|
858
|
|
|
24,710,870
|
|
|
$
|
247
|
|
|
$
|
1,148,022
|
|
|
$
|
1,993,426
|
|
|
$
|
(159
|
)
|
|
$
|
(1,181,570
|
)
|
|
$
|
1,960,824
|
|
|
13 Weeks Ended
|
||||||
|
April 29,
2017 |
|
April 30,
2016 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
58,195
|
|
|
$
|
56,877
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||
Depreciation and amortization
|
53,044
|
|
|
47,990
|
|
||
Deferred income taxes
|
39,925
|
|
|
10,645
|
|
||
Stock-based compensation
|
9,147
|
|
|
8,247
|
|
||
Other non-cash items
|
180
|
|
|
181
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
1,993
|
|
|
(19,514
|
)
|
||
Inventories
|
(277,876
|
)
|
|
(215,761
|
)
|
||
Prepaid expenses and other assets
|
(26,662
|
)
|
|
(20,012
|
)
|
||
Accounts payable
|
209,201
|
|
|
145,651
|
|
||
Accrued expenses
|
(21,533
|
)
|
|
10,838
|
|
||
Income taxes payable / receivable
|
(9,856
|
)
|
|
(16,412
|
)
|
||
Deferred construction allowances
|
25,117
|
|
|
16,202
|
|
||
Deferred revenue and other liabilities
|
(24,403
|
)
|
|
(17,393
|
)
|
||
Net cash provided by operating activities
|
36,472
|
|
|
7,539
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Capital expenditures
|
(113,892
|
)
|
|
(88,834
|
)
|
||
Deposits and purchases of other assets
|
(2,344
|
)
|
|
(8
|
)
|
||
Net cash used in investing activities
|
(116,236
|
)
|
|
(88,842
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Revolving credit borrowings
|
645,200
|
|
|
609,100
|
|
||
Revolving credit repayments
|
(552,750
|
)
|
|
(451,500
|
)
|
||
Payments on other long-term debt and leasing obligations
|
(157
|
)
|
|
(143
|
)
|
||
Construction allowance receipts
|
—
|
|
|
—
|
|
||
Proceeds from exercise of stock options
|
13,592
|
|
|
15,743
|
|
||
Minimum tax withholding requirements
|
(5,540
|
)
|
|
(6,281
|
)
|
||
Cash paid for treasury stock
|
(23,197
|
)
|
|
(50,000
|
)
|
||
Cash dividend paid to stockholders
|
(19,287
|
)
|
|
(17,613
|
)
|
||
Decrease in bank overdraft
|
(34,447
|
)
|
|
(44,538
|
)
|
||
Net cash provided by financing activities
|
23,414
|
|
|
54,768
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(27
|
)
|
|
92
|
|
||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(56,377
|
)
|
|
(26,443
|
)
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
164,777
|
|
|
118,936
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
108,400
|
|
|
$
|
92,493
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Accrued property and equipment
|
$
|
57,834
|
|
|
$
|
65,366
|
|
Cash paid for interest
|
$
|
941
|
|
|
$
|
825
|
|
Cash paid for income taxes
|
$
|
3,948
|
|
|
$
|
45,518
|
|
|
|
|
|
|
|
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) |
|
|
|
|
|
|
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) |
|
|
13 Weeks Ended
|
||||||
|
|
April 29,
2017 |
|
April 30,
2016 |
||||
Accrued store closing and relocation reserves, beginning of period
|
|
$
|
17,531
|
|
|
$
|
11,702
|
|
Expense charged to earnings
|
|
132
|
|
|
688
|
|
||
Cash payments
|
|
(2,686
|
)
|
|
(1,407
|
)
|
||
Interest accretion and other changes in assumptions
|
|
662
|
|
|
50
|
|
||
Accrued store closing and relocation reserves, end of period
|
|
15,639
|
|
|
11,033
|
|
||
Less: current portion of accrued store closing and relocation reserves
|
|
(7,206
|
)
|
|
(4,383
|
)
|
||
Long-term portion of accrued store closing and relocation reserves
|
|
$
|
8,433
|
|
|
$
|
6,650
|
|
|
|
13 Weeks Ended
|
||||||
|
|
April 29,
2017 |
|
April 30,
2016 |
||||
Net income
|
|
$
|
58,195
|
|
|
$
|
56,877
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
|
110,441
|
|
|
112,105
|
|
||
Dilutive effect of stock-based awards
|
|
965
|
|
|
1,171
|
|
||
Weighted average common shares outstanding - diluted
|
|
111,406
|
|
|
113,276
|
|
||
|
|
|
|
|
||||
Earnings per common share - basic
|
|
$
|
0.53
|
|
|
$
|
0.51
|
|
Earnings per common share - diluted
|
|
$
|
0.52
|
|
|
$
|
0.50
|
|
|
|
|
|
|
||||
Anti-dilutive stock-based awards excluded from diluted calculation
|
|
2,401
|
|
|
2,488
|
|
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.
|
|
Level 1
|
||||||
Description
|
April 29,
2017 |
|
January 28,
2017 |
||||
Assets:
|
|
|
|
||||
Deferred compensation plan assets held in trust
(1)
|
$
|
74,214
|
|
|
$
|
64,512
|
|
Total assets
|
$
|
74,214
|
|
|
$
|
64,512
|
|
|
|
|
|
(1)
|
Consists of investments in various mutual funds made by eligible individuals as part of the Company's deferred compensation plans.
|
|
13 Weeks Ended
|
||||
|
April 29,
2017 |
|
April 30,
2016 |
||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
State tax, net of federal benefit
|
3.1
|
%
|
|
3.6
|
%
|
Valuation allowance
|
0.1
|
%
|
|
—
|
%
|
Stock-based compensation
(1)
|
(1.0
|
)%
|
|
—
|
%
|
Other permanent items
|
(0.7
|
)%
|
|
(0.7
|
)%
|
Effective income tax rate
|
36.5
|
%
|
|
37.9
|
%
|
|
|
|
|
▪
|
The dependence of our business on consumer discretionary spending;
|
▪
|
Intense competition in the sporting goods industry and in retail;
|
▪
|
Omni-channel growth and the continued transition to our eCommerce platform producing the anticipated benefits within the expected time-frame or at all;
|
▪
|
Our ability to predict or effectively react to changes in consumer demand or shopping patterns;
|
▪
|
Lack of available retail store sites on terms acceptable to us, rising real estate prices and other costs and risks relating to a brick and mortar retail store model;
|
▪
|
Risks associated with our private brand offerings and new retail concept stores;
|
▪
|
Our ability to access adequate capital to operate and expand our business and to respond to changing business and economic conditions;
|
▪
|
Risks and costs relating to changing laws and regulations affecting our business, including consumer products, firearms and ammunition, data protection and privacy;
|
▪
|
Our relationships with our vendors or disruptions in our or our vendors' supply chains, which could be caused by foreign trade issues, currency exchange rate fluctuations, increasing prices for raw materials or foreign political instability;
|
▪
|
Litigation risks for which we may not have sufficient insurance or other coverage;
|
▪
|
Product costs being adversely affected by foreign trade issues, currency exchange rate fluctuations, increasing prices for raw materials, political instability or other reasons;
|
▪
|
Our ability to secure and protect our trademarks and other intellectual property and defend claims of intellectual property infringement;
|
▪
|
Disruption of or other problems with our information systems;
|
▪
|
Our ability to attract, train, engage and retain qualified leaders and associates and the loss of Mr. Edward Stack as our Chairman and Chief Executive Officer;
|
▪
|
Wage increases, which could adversely affect our financial results;
|
▪
|
Disruption at our distribution facilities or store support center;
|
▪
|
Performance of professional sports teams, professional team lockouts or strikes, retirement or scandal involving sports superstars;
|
▪
|
Weather-related disruptions and the seasonality of our business, as well as the current geographic concentration of Dick's Sporting Goods stores;
|
▪
|
Our pursuit of strategic investments or acquisitions, including the timing and costs of such investments and acquisitions and the integration of acquired businesses and / or companies being more difficult, time-consuming, or costly than expected;
|
▪
|
We are controlled by our Chairman and Chief Executive Officer and his relatives, whose interests may differ from those of our other stockholders;
|
▪
|
Our current anti-takeover provisions, which could prevent or delay a change in control of the Company; and
|
▪
|
Our current intention to issue quarterly cash dividends, and our repurchase activity, if any, pursuant to our share repurchase program.
|
▪
|
Consolidated same store sales performance – Our management considers same store sales, which consists of both brick and mortar and eCommerce sales, to be an important indicator of our current performance. Same store sales results are important to leverage our costs, which include occupancy costs, store payroll and other store expenses. Same store sales also have a direct impact on our total net sales, cash and working capital. A store is included in the same store sales calculation during the same fiscal period that it commences its 14
th
full month of operations. Stores that were closed or relocated during the applicable period have been excluded from same store sales. Each relocated store is returned to the same store sales base during the fiscal period that it commences its 14
th
full month of operations at the new location. See further discussion of our consolidated same store sales in the "Results of Operations and Other Selected Data" section herein.
|
▪
|
Earnings before taxes – Our management views earnings before taxes as a key indicator of our performance. The key drivers of earnings before taxes are same store sales, gross profit, our ability to control selling, general and administrative expenses and our level of capital expenditures. Management also uses earnings before taxes as an indicator of operating results.
|
▪
|
Cash flows from operating activities – Cash flow generation supports the general operating needs of the Company and funds capital expenditures for its omni-channel platform, distribution and administrative facilities, costs associated with continued improvement of information technology tools, potential strategic acquisitions or investments that may arise from time to time and stockholder return initiatives, including cash dividends and share repurchases. We typically generate significant cash flows from operating activities and proportionately higher net income levels in our fiscal fourth quarter in connection with the holiday selling season and sales of cold weather sporting goods and apparel. See further discussion of the Company's cash flows in the "Liquidity and Capital Resources and Changes in Financial Condition" section herein.
|
▪
|
Quality of merchandise offerings – To measure acceptance of its merchandise offerings, the Company monitors sell-throughs, inventory turns, gross margins and markdown rates on a department and style level. This analysis helps the Company manage inventory levels to reduce cash flow requirements and deliver optimal gross margins by improving merchandise flow and establishing appropriate price points to minimize markdowns.
|
▪
|
Store productivity – To assess store-level performance, the Company monitors various indicators, including new store productivity, sales per square foot, store operating contribution margin and store cash flow.
|
▪
|
Earnings per diluted share of
$0.52
in the current quarter increased compared to earnings per diluted share of
$0.50
during the
first
quarter of
2016
. Net income in the current quarter totaled
$58.2 million
compared to
$56.9 million
during the
first
quarter of
2016
.
|
▪
|
Net income in the current quarter includes $2.2 million, net of tax, or $0.02 per diluted share, of costs incurred by the Company to convert The Sports Authority ("TSA") stores to Dick's Sporting Goods stores.
|
▪
|
Net sales
increased
9.9%
to
$1,825.3 million
in the current quarter from $1,660.3 million during the
first
quarter of
2016
.
|
▪
|
eCommerce sales penetration in the current quarter increased to
9.3%
of total net sales compared to
9.2%
during the
first
quarter of
2016
, representing an increase of approximately 11% in eCommerce sales.
|
▪
|
In the
first
quarter of
2017
, the Company:
|
▪
|
Declared and paid a quarterly cash dividend in the amount of
$0.17
per share of common stock and Class B common stock.
|
▪
|
Repurchased approximately
0.5 million
shares of common stock for
$23.2 million
.
|
▪
|
The following table summarizes store openings and closings for the periods indicated:
|
|
13 Weeks Ended
April 29, 2017 |
|
13 Weeks Ended
April 30, 2016 |
||||||||||||||
|
Dick's Sporting Goods
|
|
Specialty Store Concepts
(1)
|
|
Total
|
|
Dick's Sporting Goods
|
|
Specialty Store Concepts
(1)
|
|
Total
|
||||||
Beginning stores
|
676
|
|
|
121
|
|
|
797
|
|
|
644
|
|
|
97
|
|
|
741
|
|
Q1 New stores
|
15
|
|
|
10
|
|
|
25
|
|
|
3
|
|
|
2
|
|
|
5
|
|
Closed stores
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ending stores
|
691
|
|
|
130
|
|
|
821
|
|
|
647
|
|
|
99
|
|
|
746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Relocated stores
|
2
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
3
|
|
(1)
|
Includes the Company's Golf Galaxy, Field & Stream and other specialty concept stores. In some markets, we operate Dick's Sporting Goods stores adjacent to our specialty concept stores on the same property with a pass-through for customers. We refer to this format as a "combo store" and include combo store openings within both the Dick's Sporting Goods and specialty store concept reconciliations, as applicable.
|
|
|
|
|
|
Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year 2016-2017
(A)
|
||
|
13 Weeks Ended
|
|
|||||
|
April 29,
2017
(A)
|
|
April 30,
2016
(A)
|
|
|||
Net sales
(1)
|
100.00
|
%
|
|
100.00
|
%
|
|
N/A
|
Cost of goods sold, including occupancy and distribution costs
(2)
|
70.31
|
|
|
70.14
|
|
|
17
|
Gross profit
|
29.69
|
|
|
29.86
|
|
|
(17)
|
Selling, general and administrative expenses
(3)
|
24.07
|
|
|
24.01
|
|
|
6
|
Pre-opening expenses
(4)
|
0.68
|
|
|
0.39
|
|
|
29
|
Income from operations
|
4.93
|
|
|
5.46
|
|
|
(53)
|
Interest expense
|
0.07
|
|
|
0.07
|
|
|
—
|
Other income
|
(0.16
|
)
|
|
(0.12
|
)
|
|
(4)
|
Income before income taxes
|
5.02
|
|
|
5.52
|
|
|
(50)
|
Provision for income taxes
|
1.83
|
|
|
2.09
|
|
|
(26)
|
Net income
|
3.19
|
%
|
|
3.43
|
%
|
|
(24)
|
|
|
|
|
|
|
||
Other Data:
|
|
|
|
|
|
|
|
Consolidated same store sales increase
|
2.4
|
%
|
|
0.5
|
%
|
|
|
Number of stores at end of period
(5)
|
821
|
|
|
746
|
|
|
|
Total square feet at end of period
(5)
|
40,270,917
|
|
|
36,958,657
|
|
|
|
(A)
|
Column does not add due to rounding.
|
(1)
|
Revenue from retail sales is recognized at the point of sale, net of sales tax. Revenue from eCommerce sales is recognized upon shipment of merchandise. Service-related revenue is recognized as the services are performed. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded. Revenue from gift cards and returned merchandise credits (collectively the "cards") is deferred and recognized upon the redemption of the cards. These cards have no expiration date. Income from unredeemed cards is recognized on the unaudited Consolidated Statements of Income within 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 becomes remote.
|
(2)
|
Cost of goods sold includes: the cost of merchandise (inclusive of vendor allowances, inventory shrinkage and inventory write-downs for the lower of cost and net realizable value); freight; distribution; shipping; and store occupancy costs. The Company defines merchandise margin as net sales less the cost of merchandise sold. Store occupancy costs include rent, common area maintenance charges, real estate and other asset-based taxes, general maintenance, utilities, depreciation 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 Company's corporate headquarters.
|
(4)
|
Pre-opening expenses, which consist primarily of rent, marketing, payroll and recruiting costs, are expensed as incurred. Rent is recognized within pre-opening expense from the date the Company takes possession of a site through the date of store opening.
|
(5)
|
Includes Dick's Sporting Goods, Golf Galaxy, Field & Stream and other specialty concept stores.
|
|
April 29,
2017 |
|
April 30,
2016 |
||||
Funds drawn on Credit Agreement
|
$
|
645,200
|
|
|
$
|
609,100
|
|
Number of days with outstanding borrowing balance on Credit Agreement
|
61 days
|
|
|
57 days
|
|
||
Maximum daily amount of outstanding borrowings under Credit Agreement
|
$
|
152,800
|
|
|
$
|
158,000
|
|
|
|
|
|
|
April 29,
2017 |
|
April 30,
2016 |
||||
Outstanding borrowings under Credit Agreement
|
$
|
92,450
|
|
|
$
|
157,600
|
|
Cash and cash equivalents
|
$
|
108,400
|
|
|
$
|
92,493
|
|
Remaining borrowing capacity under Credit Agreement
|
$
|
884,737
|
|
|
$
|
827,769
|
|
Outstanding letters of credit under Credit Agreement
|
$
|
22,813
|
|
|
$
|
14,631
|
|
|
|
|
|
|
13 Weeks Ended
|
||||||
|
April 29,
2017 |
|
April 30,
2016 |
||||
Net cash provided by operating activities
|
$
|
36,472
|
|
|
$
|
7,539
|
|
Net cash used in investing activities
|
(116,236
|
)
|
|
(88,842
|
)
|
||
Net cash provided by financing activities
|
23,414
|
|
|
54,768
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(27
|
)
|
|
92
|
|
||
Net decrease in cash and cash equivalents
|
$
|
(56,377
|
)
|
|
$
|
(26,443
|
)
|
▪
|
Changes in accrued expenses decreased operating cash flows by $32.4 million compared to the prior year, primarily due to year-over-year changes in incentive compensation accruals and corresponding payments.
|
▪
|
Changes in accounts receivable increased operating cash flows by $21.5 million compared to the prior year, primarily due to timing of collections associated with vendor funded store initiatives.
|
Period
|
|
Total Number of Shares Purchased
(a)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(b)
|
|
Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
|
||||||
January 29, 2017 to February 25, 2017
|
|
1,122
|
|
|
$
|
51.72
|
|
|
—
|
|
|
$
|
1,041,383,737
|
|
February 26, 2017 to April 1, 2017
|
|
484,529
|
|
|
$
|
47.92
|
|
|
484,128
|
|
|
$
|
1,018,186,736
|
|
April 2, 2017 to April 29, 2017
|
|
111,280
|
|
|
$
|
49.07
|
|
|
—
|
|
|
$
|
1,018,186,736
|
|
Total
|
|
596,931
|
|
|
$
|
48.14
|
|
|
484,128
|
|
|
|
|
(a)
|
Includes shares withheld from employees to satisfy minimum tax withholding obligations associated with the vesting of restricted stock during the period.
|
(b)
|
Shares repurchased as part of the Company's previously announced five-year $1 billion share repurchase program, authorized by the Board of Directors on March 7, 2013. On March 16, 2016, the Company's Board of Directors authorized an additional five-year share repurchase program of up to $1 billion of the Company's common stock. The Company will continue to purchase under the 2013 program until it is exhausted or expired.
|
DICK'S SPORTING GOODS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ EDWARD W. STACK
|
|
|
|
|
|
Edward W. Stack
|
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
||
|
|
|
|
|
|
By:
|
/s/ LEE J. BELITSKY
|
|
|
|
|
|
Lee J. Belitsky
|
|
|
|
|
|
Executive Vice President – Chief Financial Officer
|
|
|
||
|
(principal financial and accounting officer)
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
|
Method of Filing
|
10.1*
|
|
Amendment to Registrant's Amended and Restated 2002 Stock and Incentive Plan
|
|
Filed herewith
|
|
|
|
|
|
10.2*
|
|
Amendment to Registrant's 2012 Stock and Incentive Plan
|
|
Filed herewith
|
|
|
|
|
|
10.3*
|
|
Amended and Restated Form of Stock Option Award Agreement granted under Registrant's 2012 Stock and Incentive Plan
|
|
Filed herewith
|
|
|
|
|
|
10.4*
|
|
Amended and Restated Form of Restricted Stock Award Agreement granted under Registrant's 2012 Stock and Incentive Plan
|
|
Filed herewith
|
|
|
|
|
|
10.5*
|
|
Form of Performance Share Award Agreement granted under Registrant's 2012 Stock and Incentive Plan
|
|
Incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K, File No. 001-31463, filed on March 20, 2017
|
|
|
|
|
|
10.6*
|
|
Offer Letter between the Company and Keri Jones, Executive Vice President - Chief Merchant
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
Certification of Edward W. Stack, Chairman and Chief Executive Officer, dated as of May 25, 2017 and made pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
Certification of Lee J. Belitsky, Executive Vice President - Chief Financial Officer, dated as of May 25, 2017 and made pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
32.1
|
|
Certification of Edward W. Stack, Chairman and Chief Executive Officer, dated as of May 25, 2017 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
|
|
Furnished herewith
|
|
|
|
|
|
32.2
|
|
Certification of Lee J. Belitsky, Executive Vice President - Chief Financial Officer, dated as of May 25, 2017 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
|
|
Furnished herewith
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
1.
|
The second paragraph of Section 3 of the Plan shall be amended and restated in its entirety as follows:
|
2.
|
The last paragraph of Section 9 of the Plan shall be amended and restated in its entirety as follows:
|
By:
|
/s/ John E. Hayes, III
|
Name:
|
John E. Hayes, III
|
Title:
|
Senior Vice President - General Counsel & Corporate Secretary
|
1.
|
The second paragraph of Section 3(b) of the Plan shall be amended and restated in its entirety as follows:
|
2.
|
The last paragraph of Section 11 of the Plan shall be amended and restated in its entirety as follows:
|
By:
|
/s/ John E. Hayes, III
|
Name:
|
John E. Hayes, III
|
Title:
|
Senior Vice President - General Counsel & Corporate Secretary
|
Optionee’s Name:
|
<First> <Last>
|
|
|
Grant Type:
|
<Type>
|
|
|
Date of Grant:
|
<Grant Date>
|
|
|
Number of Shares Granted:
|
<Share Number>
|
|
|
Exercise Price Per Share:
|
<Price>
|
|
|
Grant Expiration Date/Term:
|
<Expiration Date>
|
|
|
Vesting Schedule:
|
<Vesting Schedule>
|
(a)
|
cash or check;
|
(b)
|
tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the exercise price of the Option;
|
(c)
|
delivery of a properly executed exercise notice together with irrevocable instructions to a broker registered under the Exchange Act to promptly deliver to the Company the amount of proceeds required to pay the exercise price;
|
(d)
|
any combination of the foregoing methods of payment; or
|
(e)
|
any other method approved or accepted by the Administrator in its sole discretion.
|
|
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. Further, any and all Dividends not paid or distributed with respect to such unvested Shares as provided for herein shall also be forfeited to the Company and will not be paid or distributed to Grantee. Grantee agrees to take any and all actions that may be necessary in connection with the forfeiture of Dividends.
(d)
If all or any portion of the Shares and Dividends are forfeited under this Agreement, all rights of a stockholder with respect to such Shares, including the right to vote and receive future Dividends with respect thereto, shall cease immediately on the date of the forfeiture.
(e)
These Restrictions shall be binding upon, and enforceable against, any transferee of the Shares.
|
Delivery of Shares:
|
On the Grant Date of this Award, the Company shall issue the Shares, in either certificated or book entry form, in Grantee’s name effective as of the Grant Date, provided that the Company shall retain control of such Shares until the Shares have become vested in accordance with this Agreement.
In the event that any Shares are certificated, then 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 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 COMPANY’S 2012 STOCK AND 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.
|
Vesting Schedule:
|
So long as Grantee maintains his/her status as an Employee, Non-Employee Director or Consultant (as the case may be), the Restrictions shall lapse and the Shares shall vest, and any Dividends with respect to such Shares shall be paid or distributed, in accordance with the following schedule:
|
|
<VESTING_PERIOD> The date on which all Restrictions lapse is the vesting date (the “Vesting Date”).
|
Notices and Election Delivery:
|
The Company may, in its sole discretion, deliver any documents or notices related to this Agreement, the Shares, Grantee’s participation in the Plan, or future awards that may be granted to the Grantee under the Plan, by electronic means. Grantee hereby consents to receive such documents by electronic delivery and to Grantee’s participation in the Plan through the E*TRADE Employee Stock Plan Account.
|
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, whether oral or written, of the Company and Grantee with respect to the subject matter hereof. In the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall control.
This Agreement is governed by applicable federal laws and the laws of the State of Delaware without regard to its conflict of laws.
|
No Guarantee of Continued Service:
|
GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE AWARD HEREOF WILL OCCUR THROUGH THE LAPSE OF THE FORFEITURE RESTRICTIONS AND THE VESTING SCHEDULE SET FORTH HEREIN AND BY CONTINUING AS AN EMPLOYEE, NON-EMPLOYEE DIRECTOR OR CONSULTANT, AS APPLICABLE (NOT THROUGH THE ACT OF BEING HIRED OR 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 EMPLOYMENT OR ENGAGEMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE GRANTEE’S RELATIONSHIP WITH THE COMPANY AT ANY TIME AND FOR ANY REASON.
|
Incorporation of Plan:
|
Grantee acknowledges receipt of a copy of one of the following: (i) the Company’s annual report for its last fiscal year, (ii) the Company’s 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 this Agreement, the Plan, and the tax effect of the Award. Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator with respect to 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 is held to be prohibited by or invalid under applicable law, then (a) such provision will be deemed amended to accomplish the objectives of the provision 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 promulgated thereunder, the provisions of this Agreement shall be administered, interpreted and construed in a manner necessary to comply with Section 409A and the regulations promulgated 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 Grantee certain taxes or interest charges for which 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 Grantee, to act in his/her name, place and stead, in connection with any and all transfers of Shares and associated rights hereunder, whether or not vested, to the Company pursuant to this Agreement, including in the event of Grantee’s 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.
|
www.DicksSportingGoods.com
|
345 Court Street · Coraopolis, PA 15108
|
|
Main Phone: 724-273-3400
|
•
|
Non-Compete Agreement
|
•
|
Sign-on Bonus Agreement
|
•
|
Relocation Agreement
|
/s/ HOLLY R. TYSON
|
/s/ KERI JONES
|
4/24/2017
|
Signature
|
Date
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "registrant");
|
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(s) 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 an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) 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):
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(a)
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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
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(b)
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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.
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/s/ EDWARD W. STACK
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Date: May 25, 2017
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Edward W. Stack
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Chairman and Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "registrant");
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer(s) 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:
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(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;
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(b)
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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;
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(c)
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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
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(d)
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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 an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) 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.
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/s/ LEE J. BELITSKY
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Date: May 25, 2017
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Lee J. Belitsky
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|
Executive Vice President – Chief Financial Officer
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|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ EDWARD W. STACK
|
Date: May 25, 2017
|
Edward W. Stack
|
|
Chairman and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ LEE J. BELITSKY
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Date: May 25, 2017
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Lee J. Belitsky
|
|
Executive Vice President – Chief Financial Officer
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|