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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
|
o
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|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
16-1241537
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
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Incorporation or Organization)
|
|
Identification No.)
|
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
|
Emerging growth company
o
|
|
Page Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 29,
2017 |
|
July 30,
2016 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||||
NET INCOME
|
|
$
|
112,385
|
|
|
$
|
91,417
|
|
|
$
|
170,580
|
|
|
$
|
148,294
|
|
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment, net of tax
|
|
81
|
|
|
(38
|
)
|
|
54
|
|
|
54
|
|
||||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)
|
|
81
|
|
|
(38
|
)
|
|
54
|
|
|
54
|
|
||||
COMPREHENSIVE INCOME
|
|
$
|
112,466
|
|
|
$
|
91,379
|
|
|
$
|
170,634
|
|
|
$
|
148,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
Class B
|
|
Additional
|
|
|
|
Other
|
|
|
|
|
||||||||||||||||||
|
Common Stock
|
|
Common Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
|
||||||||||||||||||||
|
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
|
572,397
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
16,284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,290
|
|
|||||||
Restricted stock vested
|
337,956
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Minimum tax withholding requirements
|
(115,476
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(5,659
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,660
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170,580
|
|
|
—
|
|
|
—
|
|
|
170,580
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,029
|
|
|||||||
Foreign currency translation adjustment, net of taxes of $32
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
|||||||
Purchase of shares for treasury
|
(3,925,162
|
)
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(166,154
|
)
|
|
(166,194
|
)
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,584
|
)
|
|
—
|
|
|
—
|
|
|
(37,584
|
)
|
|||||||
BALANCE, July 29, 2017
|
82,489,593
|
|
|
$
|
825
|
|
|
24,710,870
|
|
|
$
|
247
|
|
|
$
|
1,157,480
|
|
|
$
|
2,087,318
|
|
|
$
|
(78
|
)
|
|
$
|
(1,324,532
|
)
|
|
$
|
1,921,260
|
|
|
26 Weeks Ended
|
||||||
|
July 29,
2017 |
|
July 30,
2016 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
170,580
|
|
|
$
|
148,294
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||
Depreciation and amortization
|
109,085
|
|
|
96,531
|
|
||
Deferred income taxes
|
38,262
|
|
|
9,392
|
|
||
Stock-based compensation
|
16,029
|
|
|
16,593
|
|
||
Other non-cash items
|
361
|
|
|
361
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(7,748
|
)
|
|
(40,765
|
)
|
||
Inventories
|
(279,280
|
)
|
|
(188,343
|
)
|
||
Prepaid expenses and other assets
|
(12,986
|
)
|
|
(9,162
|
)
|
||
Accounts payable
|
245,909
|
|
|
137,362
|
|
||
Accrued expenses
|
(2,785
|
)
|
|
33,261
|
|
||
Income taxes payable / receivable
|
(62,328
|
)
|
|
(17,781
|
)
|
||
Deferred construction allowances
|
63,889
|
|
|
68,311
|
|
||
Deferred revenue and other liabilities
|
(34,496
|
)
|
|
(23,427
|
)
|
||
Net cash provided by operating activities
|
244,492
|
|
|
230,627
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Capital expenditures
|
(235,713
|
)
|
|
(208,449
|
)
|
||
Deposits and purchases of other assets
|
(2,344
|
)
|
|
(23,412
|
)
|
||
Net cash used in investing activities
|
(238,057
|
)
|
|
(231,861
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Revolving credit borrowings
|
1,748,700
|
|
|
1,183,000
|
|
||
Revolving credit repayments
|
(1,561,900
|
)
|
|
(1,031,000
|
)
|
||
Payments on other long-term debt and leasing obligations
|
(316
|
)
|
|
(288
|
)
|
||
Construction allowance receipts
|
—
|
|
|
—
|
|
||
Proceeds from exercise of stock options
|
16,290
|
|
|
15,978
|
|
||
Minimum tax withholding requirements
|
(5,660
|
)
|
|
(6,619
|
)
|
||
Cash paid for treasury stock
|
(166,194
|
)
|
|
(107,003
|
)
|
||
Cash dividends paid to stockholders
|
(37,521
|
)
|
|
(34,490
|
)
|
||
Decrease in bank overdraft
|
(33,050
|
)
|
|
(25,009
|
)
|
||
Net cash used in financing activities
|
(39,651
|
)
|
|
(5,431
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
54
|
|
|
54
|
|
||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(33,162
|
)
|
|
(6,611
|
)
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
164,777
|
|
|
118,936
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
131,615
|
|
|
$
|
112,325
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Accrued property and equipment
|
$
|
57,307
|
|
|
$
|
78,985
|
|
Cash paid for interest
|
$
|
2,799
|
|
|
$
|
2,104
|
|
Cash paid for income taxes
|
$
|
118,968
|
|
|
$
|
103,985
|
|
|
|
|
|
|
|
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) |
|
|
26 Weeks Ended
|
||||||
|
|
July 29,
2017 |
|
July 30,
2016 |
||||
Accrued store closing and relocation reserves, beginning of period
|
|
$
|
17,531
|
|
|
$
|
11,702
|
|
Expense charged to earnings
|
|
170
|
|
|
852
|
|
||
Cash payments
|
|
(4,906
|
)
|
|
(2,815
|
)
|
||
Interest accretion and other changes in assumptions
|
|
777
|
|
|
(456
|
)
|
||
Accrued store closing and relocation reserves, end of period
|
|
13,572
|
|
|
9,283
|
|
||
Less: current portion of accrued store closing and relocation reserves
|
|
(5,902
|
)
|
|
(3,483
|
)
|
||
Long-term portion of accrued store closing and relocation reserves
|
|
$
|
7,670
|
|
|
$
|
5,800
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
July 29,
2017 |
|
July 30,
2016 |
|
July 29,
2017 |
|
July 30,
2016 |
||||||||
Net income
|
|
$
|
112,385
|
|
|
$
|
91,417
|
|
|
$
|
170,580
|
|
|
$
|
148,294
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
|
108,175
|
|
|
111,272
|
|
|
109,308
|
|
|
111,688
|
|
||||
Dilutive effect of stock-based awards
|
|
504
|
|
|
846
|
|
|
735
|
|
|
1,009
|
|
||||
Weighted average common shares outstanding - diluted
|
|
108,679
|
|
|
112,118
|
|
|
110,043
|
|
|
112,697
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share - basic
|
|
$
|
1.04
|
|
|
$
|
0.82
|
|
|
$
|
1.56
|
|
|
$
|
1.33
|
|
Earnings per common share - diluted
|
|
$
|
1.03
|
|
|
$
|
0.82
|
|
|
$
|
1.55
|
|
|
$
|
1.32
|
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive stock-based awards excluded from diluted calculation
|
|
4,164
|
|
|
2,978
|
|
|
3,282
|
|
|
2,733
|
|
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
|
July 29,
2017 |
|
January 28,
2017 |
||||
Assets:
|
|
|
|
||||
Deferred compensation plan assets held in trust
(1)
|
$
|
73,870
|
|
|
$
|
64,512
|
|
Total assets
|
$
|
73,870
|
|
|
$
|
64,512
|
|
|
|
|
|
(1)
|
Consists of investments in various mutual funds made by eligible individuals as part of the Company's deferred compensation plans.
|
|
|
|
|
|
|
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) |
▪
|
The dependence of our business on consumer discretionary spending;
|
▪
|
Intense competition in the sporting goods industry and in retail, including the level of competitive promotional activity;
|
▪
|
Omni-channel growth and the continued transition to our eCommerce platform producing the anticipated benefits within the expected time-frame or at all;
|
▪
|
Disruptions or other problems with our eCommerce platform, including issues caused by high volumes of users or transactions, or our information systems;
|
▪
|
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;
|
▪
|
The streamlining of the Company's vendor base and execution of the Company's merchandising strategy not producing the anticipated benefits within the expected time-frame or at all;
|
▪
|
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, tax, labor, 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;
|
▪
|
Our ability to attract, train, engage and retain qualified leaders and associates or 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 customer 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
$1.03
in the current quarter increased 25.6% compared to earnings per diluted share of
$0.82
during the
second
quarter of
2016
. Net income in the current quarter totaled
$112.4 million
compared to
$91.4 million
during the
second
quarter of
2016
.
|
▪
|
Net income in the current quarter includes $12.0 million, net of tax, or $0.11 per diluted share, of income related to a contract termination payment and charges of $4.4 million, net of tax, or $0.04 per diluted share, related to a corporate restructuring.
|
▪
|
Net sales
increased
9.6%
to
$2,156.9 million
in the current quarter from $1,967.9 million during the
second
quarter of
2016
.
|
▪
|
eCommerce sales penetration in the current quarter increased to
9.2%
of total net sales compared to
8.5%
during the
second
quarter of
2016
, representing an increase of approximately 19% in eCommerce sales.
|
▪
|
In the
second
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
3.4 million
shares of common stock for
$143.0 million
.
|
▪
|
The following table summarizes store openings and closings for the periods indicated:
|
|
26 Weeks Ended
July 29, 2017 |
|
26 Weeks Ended
July 30, 2016 |
||||||||||||||
|
Dick's Sporting Goods
|
|
Specialty Concept Stores
(1)
|
|
Total
|
|
Dick's Sporting Goods
|
|
Specialty Concept Stores
(1)
|
|
Total
|
||||||
Beginning stores
|
676
|
|
|
121
|
|
|
797
|
|
|
644
|
|
|
97
|
|
|
741
|
|
Q1 New stores
|
15
|
|
|
10
|
|
|
25
|
|
|
3
|
|
|
2
|
|
|
5
|
|
Q2 New stores
|
13
|
|
|
—
|
|
|
13
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Closed stores
|
—
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
1
|
|
|
4
|
|
Ending stores
|
704
|
|
|
129
|
|
|
833
|
|
|
649
|
|
|
98
|
|
|
747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Relocated stores
|
2
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
—
|
|
|
5
|
|
(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 concept store reconciliations, as applicable.
|
|
|
|
|
|
Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year 2016-2017
(A)
|
||
|
13 Weeks Ended
|
|
|||||
|
July 29,
2017
|
|
July 30,
2016
(A)
|
|
|||
Net sales
(1)
|
100.00
|
%
|
|
100.00
|
%
|
|
N/A
|
Cost of goods sold, including occupancy and distribution costs
(2)
|
70.46
|
|
|
69.64
|
|
|
82
|
Gross profit
|
29.54
|
|
|
30.36
|
|
|
(82)
|
Selling, general and administrative expenses
(3)
|
21.80
|
|
|
22.45
|
|
|
(65)
|
Pre-opening expenses
(4)
|
0.36
|
|
|
0.43
|
|
|
(7)
|
Income from operations
|
7.38
|
|
|
7.48
|
|
|
(10)
|
Interest expense
|
0.10
|
|
|
0.08
|
|
|
2
|
Other income
|
(0.67
|
)
|
|
(0.10
|
)
|
|
(57)
|
Income before income taxes
|
7.95
|
|
|
7.49
|
|
|
46
|
Provision for income taxes
|
2.74
|
|
|
2.85
|
|
|
(11)
|
Net income
|
5.21
|
%
|
|
4.65
|
%
|
|
56
|
|
|
|
|
|
|
||
Other Data:
|
|
|
|
|
|
|
|
Consolidated same store sales increase
|
0.1
|
%
|
|
2.8
|
%
|
|
|
Number of stores at end of period
(5)
|
833
|
|
|
747
|
|
|
|
Total square feet at end of period
(5)
|
40,871,251
|
|
|
37,067,454
|
|
|
|
|
|
|
|
|
Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year 2016-2017
(A)
|
||
|
26 Weeks Ended
|
|
|||||
|
July 29,
2017
(A)
|
|
July 30,
2016
|
|
|||
Net sales
(1)
|
100.00
|
%
|
|
100.00
|
%
|
|
N/A
|
Cost of goods sold, including occupancy and distribution costs
(2)
|
70.39
|
|
|
69.87
|
|
|
52
|
Gross profit
|
29.61
|
|
|
30.13
|
|
|
(52)
|
Selling, general and administrative expenses
(3)
|
22.84
|
|
|
23.16
|
|
|
(32)
|
Pre-opening expenses
(4)
|
0.51
|
|
|
0.41
|
|
|
10
|
Income from operations
|
6.26
|
|
|
6.56
|
|
|
(30)
|
Interest expense
|
0.09
|
|
|
0.08
|
|
|
1
|
Other income
|
(0.44
|
)
|
|
(0.11
|
)
|
|
(33)
|
Income before income taxes
|
6.61
|
|
|
6.59
|
|
|
2
|
Provision for income taxes
|
2.32
|
|
|
2.50
|
|
|
(18)
|
Net income
|
4.28
|
%
|
|
4.09
|
%
|
|
19
|
|
|
|
|
|
|
||
Other Data:
|
|
|
|
|
|
|
|
Consolidated same store sales increase
|
1.1
|
%
|
|
1.7
|
%
|
|
|
Number of stores at end of period
(5)
|
833
|
|
|
747
|
|
|
|
Total square feet at end of period
(5)
|
40,871,251
|
|
|
37,067,454
|
|
|
|
(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, operating costs associated with the Company's internal eCommerce platform, 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.
|
|
July 29,
2017 |
|
July 30,
2016 |
||||
Funds drawn on Credit Agreement
|
$
|
1,748,700
|
|
|
$
|
1,183,000
|
|
Number of days with outstanding borrowing balance on Credit Agreement
|
124 days
|
|
|
120 days
|
|
||
Maximum daily amount of outstanding borrowings under Credit Agreement
|
$
|
391,200
|
|
|
$
|
278,000
|
|
|
|
|
|
|
July 29,
2017 |
|
July 30,
2016 |
||||
Outstanding borrowings under Credit Agreement
|
$
|
186,800
|
|
|
$
|
152,000
|
|
Cash and cash equivalents
|
$
|
131,615
|
|
|
$
|
112,325
|
|
Remaining borrowing capacity under Credit Agreement
|
$
|
790,387
|
|
|
$
|
833,369
|
|
Outstanding letters of credit under Credit Agreement
|
$
|
22,813
|
|
|
$
|
14,631
|
|
|
|
|
|
|
26 Weeks Ended
|
||||||
|
July 29,
2017 |
|
July 30,
2016 |
||||
Net cash provided by operating activities
|
$
|
244,492
|
|
|
$
|
230,627
|
|
Net cash used in investing activities
|
(238,057
|
)
|
|
(231,861
|
)
|
||
Net cash used in financing activities
|
(39,651
|
)
|
|
(5,431
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
54
|
|
|
54
|
|
||
Net decrease in cash and cash equivalents
|
$
|
(33,162
|
)
|
|
$
|
(6,611
|
)
|
▪
|
Changes in accrued expenses decreased operating cash flows by $36.0 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 $33.0 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
|
||||||
April 30, 2017 to May 27, 2017
|
|
2,395,471
|
|
|
$
|
41.33
|
|
|
2,394,344
|
|
|
$
|
919,228,458
|
|
May 28, 2017 to July 1, 2017
|
|
1,047,668
|
|
|
$
|
42.07
|
|
|
1,046,690
|
|
|
$
|
875,189,729
|
|
July 2, 2017 to July 29, 2017
|
|
568
|
|
|
$
|
39.98
|
|
|
—
|
|
|
$
|
875,189,729
|
|
Total
|
|
3,443,707
|
|
|
$
|
41.56
|
|
|
3,441,034
|
|
|
|
|
(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 programs, separately authorized by the Board of Directors on March 7, 2013 and March 16, 2016. The Company fully utilized the amount authorized under the 2013 program during the second quarter of 2017.
|
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)
|
|
|
1.
|
Amendments to Credit Agreement
. The provisions of the Credit Agreement are hereby amended as follows:
|
(a)
|
The introductory paragraph of the Credit Agreement is hereby amended by deleting the words “(the “Borrower”)” set forth therein.
|
(b)
|
Section 1.01
of the Credit Agreement is hereby amended by deleting the definition of “Borrower” set forth therein in its entirety and by substituting the following in its stead:
|
(c)
|
Section 1.01
of the Credit Agreement is hereby amended by deleting the parenthetical in clause (g)(ii) of the definition of “Permitted Investments” and by substituting the following in its stead:
|
(d)
|
Section 1.01
of the Credit Agreement is hereby amended by adding the following new definitions in appropriate alphabetical order:
|
2.
|
Joinder and Assumption of Obligations
. Effective as of the First Amendment Effective Date (which shall have the meaning set forth in
Section 1(d)
above), the New Borrower hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, the Security Agreement and the other Loan Documents, and hereby:
|
(a)
|
joins in the execution of, and becomes a party to, the Credit Agreement, the Security Agreement and the other Loan Documents as a Borrower (and, in the case of the Security Agreement, a Grantor) thereunder, as indicated with its signature below;
|
(b)
|
covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Borrower under the Credit Agreement, the Security Agreement and
|
(c)
|
makes all representations and warranties of a Borrower under the Credit Agreement, the Security Agreement and the other Loan Documents, as of the date hereof, in each case, with the same force and effect as if the New Borrower was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (and, in the case of the Security Agreement, a Grantor) therein (except any such representations and warranties made in any Loan Document “as of the Effective Date” shall be deemed made, with respect to the New Borrower only, as of the First Amendment Effective Date);
|
(d)
|
confirms that it has assumed all of the Obligations of a Borrower under the Credit Agreement and each of the Loan Documents, and agrees to pay, perform, observe and maintain in full force and effect, all of the Obligations of a Borrower thereunder. The New Borrower agrees to honor, perform and comply with, in all respects, all terms and provisions of all of the Loan Documents to the same extent as if the New Borrower was named as a Borrower therein as of the date of execution thereof; and
|
(e)
|
together with the Existing Borrower, each acknowledge that the Obligations are due and owing to the Agent and the Lenders under the Loan Documents, in accordance with their terms to the same extent and the same manner as if the New Borrower was the original Borrower, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. The New Borrower and the Existing Borrower each hereby acknowledge and agree that from and after the effectiveness of this Agreement, all references to the Borrower in the Credit Agreement and the other Loan Documents shall refer, jointly and severally, to the New Borrower and the Existing Borrower.
|
3.
|
Grant of Security Interest
. Without limiting the generality of
Section 2(a)
hereof, the New Borrower hereby pledges and grants to the Agent for its benefit and for the benefit of the Credit Parties, as collateral security for the payment and performance in full of all the Secured Obligations (as defined in the Security Agreement), a lien on and security interest in and to all of the right, title and interest of the New Borrower in, to and under all Collateral (as defined in the Security Agreement), and expressly assumes all obligations and liabilities of a Borrower and “Grantor” under the Security Agreement. The New Borrower hereby authorizes the Agent to file financing statements containing the information required by Article 9 of the Uniform Commercial Code of the applicable jurisdiction for the filing of any financing statement relating to the Collateral (as defined in the Security Agreement).
|
4.
|
Supplemental Schedules
. To the extent that any changes in any representations, warranties, and covenants require any amendments or supplements to the schedules to the Credit Agreement, the Security Agreement or any of the other Loan Documents, such schedules are hereby updated, as evidenced by the supplemental schedules (if any) annexed to this Agreement (it being understood and agreed that any representations made in any Loan Document “as of the Effective Date” shall be deemed made, with respect to the New Borrower only, as of the First Amendment Effective Date).
|
5.
|
Waiver and Consent
: Notwithstanding the requirements of
Section 6.14(ii)
of the Credit Agreement, the Agent and the Required Lenders hereby Consent to the ASL Conversion and waive any applicable notice or other requirements in connection with the ASL Conversion. The foregoing is a one-time waiver and Consent only and no other waivers or consents are intended or implied. Nothing contained herein shall be deemed to constitute an agreement by the Agent or the Required Lenders to waive or Consent in the future to any other conversion or other reorganization.
|
6.
|
Ratification of Loan Documents
. Except as specifically amended by this Agreement and the other documents executed and delivered in connection herewith, all of the terms and conditions of the Credit Agreement, the Security Agreement and of the other Loan Documents shall remain in full force and effect as in effect prior to the date hereof,
without
releasing any existing Loan Party thereunder or Collateral therefor. The Loan Parties (other than the New Borrower) hereby ratify, confirm, and reaffirm that all representations and warranties of such Loan Parties contained in the Credit Agreement, the Security Agreement and each other Loan Document are true and correct in all material respects on and as of the date hereof (except (i) to the extent that such representations and warranties are qualified by materiality, in which case they are true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects, as applicable) as of such earlier date). The Guarantors hereby acknowledge, confirm and agree that the Guaranteed Obligations of the Guarantors under, and as defined in, the Facility Guaranty include, without limitation, all Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents. The Loan Parties (other than the New Borrower) hereby acknowledge, confirm and agree that the Security Documents, and any and all Collateral previously pledged to the Agent, for the benefit of the Credit Parties, pursuant thereto, shall continue to secure all applicable Obligations (which, for the avoidance of doubt, shall include all Obligations outstanding as of the date hereof) of such Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, including, in each case, after giving effect to this Agreement and joining the New Borrower as a Borrower.
|
7.
|
Conditions Precedent to Effectiveness
. This Agreement shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Agent:
|
(a)
|
This Agreement shall have been duly executed and delivered by the New Borrower, the Existing Borrower, the other Loan Parties, the Agent and the Required Lenders, and shall be in full force and effect.
|
(b)
|
All action on the part of the New Borrower necessary for the valid execution, delivery and performance by the New Borrower of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent.
|
(c)
|
The New Borrower shall have delivered the following to the Agent, in form and substance reasonably satisfactory to the Agent:
|
(i)
|
Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization.
|
(ii)
|
A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Organization Documents.
|
(iii)
|
An Information Certificate (as defined in the Security Agreement) duly completed by the New Borrower.
|
(d)
|
The Agent shall have received a written legal opinion of the New Borrower’s counsel, addressed to the Agent and the other Credit Parties, covering such matters relating to the New Borrower, the Loan Documents and/or the transactions contemplated thereby as the Agent may reasonably request.
|
(e)
|
The Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent.
|
(f)
|
All reasonable fees and Credit Party Expenses incurred by the Agent and the other Credit Parties in connection with the preparation and negotiation of this Agreement and related documents (including the reasonable fees and expenses of counsel to the Agent) shall have been paid in full by the Loan Parties in accordance with terms of
Section 10.04
of the Credit Agreement.
|
8.
|
Miscellaneous
.
|
(a)
|
This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic transmission (such as pdf) shall be as effective as delivery of a manually executed counterpart of this Agreement.
|
(b)
|
This Agreement expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.
|
(c)
|
Any determination that any provision of this Agreement or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Agreement.
|
(d)
|
The New Borrower warrants and represents that it is not relying on any representations or warranties of the Agent or the other Credit Parties or their counsel in entering into this Agreement.
|
(e)
|
THIS agreement SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, without giving effect to the conflicts of laws principles thereof, but including section 5-1401 of the new York general obligations law.
|
By:
|
Dick’s Sporting Goods, Inc., its sole member
|
By:
|
Dick’s Sporting Goods, Inc., its sole member
|
1.
|
Joinder and Assumption of Obligations
. Effective as of the date of this Agreement, the New Guarantor hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, the Security Agreement and the other Loan Documents, and hereby:
|
(a)
|
joins in the execution of, and becomes a party to, the Credit Agreement, the Security Agreement and the other Loan Documents as a Guarantor (and, in the case of the Security Agreement, a Grantor) thereunder, as indicated with its signature below;
|
(b)
|
covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor under the Credit Agreement, the Security Agreement and the other Loan Documents as of the date hereof, in each case, with the same force and effect as if the New Guarantor was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Guarantor (and, in the case of the Security Agreement, a Grantor) therein;
|
(c)
|
makes all representations and warranties of a Guarantor under the Credit Agreement, the Security Agreement and the other Loan Documents, as of the date hereof, in each case, with the same force and effect as if the New Guarantor was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Guarantor (and, in the case of the Security Agreement, a Grantor) therein (except any such representations and warranties made in any Loan Document “as of the Effective Date” shall be deemed made, with respect to the New Guarantor only, as of this Agreement);
|
(d)
|
confirms that it has assumed all of the Obligations of a Guarantor under the Credit Agreement and each of the Loan Documents, and agrees to pay, perform, observe and maintain in full force and effect, all of the Obligations of a Guarantor thereunder. The New Guarantor agrees to honor, perform and comply with, in all respects, all terms and provisions of all of the Loan Documents to the same extent as if the New Guarantor was named as a Guarantor therein as of the date of execution thereof; and
|
(e)
|
together with the Borrower and the Existing Guarantors, each acknowledges that the Obligations are due and owing to the Agent and the Lenders under the Loan Documents, in accordance with their terms to the same extent and the same manner as if the New Guarantor was an original Guarantor, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise.
|
2.
|
Grant of Security Interest
. Without limiting the generality of
Section 1(a)
hereof, the New Guarantor hereby pledges and grants to the Agent for its benefit and for the benefit of the Credit Parties, as collateral security for the payment and performance in full of all the Secured Obligations (as defined in the Security Agreement), a lien on and security interest in and to all of the right, title and interest of the New Guarantor in, to and under all Collateral (as defined in the Security Agreement), and expressly assumes all obligations and liabilities of a Guarantor and “Grantor” under the Security Agreement. The New Guarantor hereby authorizes the Agent to file financing statements containing the information required by Article 9 of the Uniform Commercial Code of the applicable jurisdiction for the filing of any financing statement relating to the Collateral (as defined in the Security Agreement).
|
3.
|
Guaranty
. Without limiting the generality of
Section 1(a)
hereof, the New Guarantor (i) joins the execution of, and becomes a party to, the Facility Guaranty, (ii) irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment when due (whether at the stated maturity, by required prepayment, by acceleration or otherwise) and performance
|
4.
|
Supplemental Schedules
. To the extent that any changes in any representations, warranties, and covenants require any amendments or supplements to the schedules to the Credit Agreement, the Security Agreement or any of the other Loan Documents, such schedules are hereby updated, as evidenced by the supplemental schedules attached hereto and supplemental schedules (if any) annexed to that certain Second Amendment to Credit Agreement, dated as of August 9, 2017, by and between the Agent, the Borrower, the Existing Guarantors and the Lenders (it being understood and agreed that any representations made in any Loan Document “as of the Effective Date” shall be deemed made, with respect to the New Guarantor only, as of the date of this Agreement).
|
5.
|
Ratification of Loan Documents
. Except as specifically amended by this Agreement and the other documents executed and delivered in connection herewith, all of the terms and conditions of the Credit Agreement, the Security Agreement and of the other Loan Documents shall remain in full force and effect as in effect prior to the date hereof,
without
releasing any existing Loan Party thereunder or Collateral therefor. The Loan Parties (other than the New Guarantor) hereby ratify, confirm, and reaffirm that all representations and warranties of such Loan Parties contained in the Credit Agreement, the Security Agreement and each other Loan Document are true and correct in all material respects on and as of the date hereof (except (i) to the extent that such representations and warranties are qualified by materiality, in which case they are true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects, as applicable) as of such earlier date). The Guarantors hereby acknowledge, confirm and agree that the Guaranteed Obligations of the Guarantors under, and as defined in, the Facility Guaranty include, without limitation, all Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents. The Loan Parties (other than the New Guarantor) hereby acknowledge, confirm and agree that the Security Documents, and any and all Collateral previously pledged to the Agent, for the benefit of the Credit Parties, pursuant thereto, shall continue to secure all applicable Obligations (which, for the avoidance of doubt, shall include all Obligations outstanding as of the date hereof) of such Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, including, in each case, after giving effect to this Agreement and joining the New Guarantor as a Guarantor.
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6.
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Conditions Precedent to Effectiveness
. This Agreement shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Agent:
|
(a)
|
This Agreement shall have been duly executed and delivered by the New Guarantor, the Existing Guarantors, the other Loan Parties and the Agent, and shall be in full force and effect.
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(b)
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All action on the part of the New Guarantor necessary for the valid execution, delivery and performance by the New Guarantor of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent.
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(c)
|
The New Guarantor shall have delivered the following to the Agent, in form and substance reasonably satisfactory to the Agent:
|
(i)
|
Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization.
|
(ii)
|
A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Organization Documents.
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(iii)
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An Information Certificate (as defined in the Security Agreement) duly completed by the New Guarantor.
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(d)
|
The Agent shall have received a written legal opinion of the New Guarantor’s counsel, addressed to the Agent and the other Credit Parties, covering such matters relating to the New Guarantor, the Loan Documents and/or the transactions contemplated thereby as the Agent may reasonably request.
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(e)
|
The Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent.
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(f)
|
All reasonable fees and Credit Party Expenses incurred by the Agent and the other Credit Parties in connection with the preparation and negotiation of this Agreement and related documents (including the reasonable fees and expenses of counsel to the Agent) shall have been paid in full by the Loan Parties in accordance with terms of
Section 10.04
of the Credit Agreement.
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7.
|
Miscellaneous
.
|
(a)
|
This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic transmission (such as pdf) shall be as effective as delivery of a manually executed counterpart of this Agreement.
|
(b)
|
This Agreement expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.
|
(c)
|
Any determination that any provision of this Agreement or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality,
|
(d)
|
The New Guarantor warrants and represents that it is not relying on any representations or warranties of the Agent or the other Credit Parties or their counsel in entering into this Agreement.
|
(e)
|
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
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GRANTOR
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FILING REQUIREMENT OR OTHER ACTION
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FILING OFFICE
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DSG Finance, LLC
|
File UCC-1
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Delaware Secretary of State
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "registrant");
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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;
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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
|
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/ EDWARD W. STACK
|
Date: August 24, 2017
|
Edward W. Stack
|
|
Chairman and Chief Executive Officer
|
|
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
|
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.
|
/s/ LEE J. BELITSKY
|
Date: August 24, 2017
|
Lee J. Belitsky
|
|
Executive Vice President – Chief Financial 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
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ EDWARD W. STACK
|
Date: August 24, 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
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ LEE J. BELITSKY
|
Date: August 24, 2017
|
Lee J. Belitsky
|
|
Executive Vice President – Chief Financial Officer
|
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