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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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26 Weeks Ended
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||||||||||||
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August 4,
2018 |
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July 29,
2017 |
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August 4,
2018 |
|
July 29,
2017 |
||||||||
NET INCOME
|
|
$
|
119,397
|
|
|
$
|
112,385
|
|
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$
|
179,482
|
|
|
$
|
170,580
|
|
OTHER COMPREHENSIVE (LOSS) INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment, net of tax
|
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(20
|
)
|
|
81
|
|
|
(42
|
)
|
|
54
|
|
||||
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME
|
|
(20
|
)
|
|
81
|
|
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(42
|
)
|
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54
|
|
||||
COMPREHENSIVE INCOME
|
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$
|
119,377
|
|
|
$
|
112,466
|
|
|
$
|
179,440
|
|
|
$
|
170,634
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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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||||||||||||||||||
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Common Stock
|
|
Common Stock
|
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Paid-In
|
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Retained
|
|
Comprehensive
|
|
Treasury
|
|
|
||||||||||||||||||||
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Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Stock
|
|
Total
|
||||||||||||||||
BALANCE, February 3, 2018
|
78,317,898
|
|
|
$
|
783
|
|
|
24,710,870
|
|
|
$
|
247
|
|
|
$
|
1,177,778
|
|
|
$
|
2,205,651
|
|
|
$
|
(78
|
)
|
|
$
|
(1,442,880
|
)
|
|
$
|
1,941,501
|
|
Adjustment for cumulative effect from change in accounting principle (ASU 2014-09)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,488
|
|
|
—
|
|
|
—
|
|
|
20,488
|
|
|||||||
Exchange of Class B common stock for common stock
|
169,747
|
|
|
2
|
|
|
(169,747
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock vested
|
408,002
|
|
|
4
|
|
|
—
|
|
|
—
|
|
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(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Minimum tax withholding requirements
|
(121,144
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(4,005
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,006
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179,482
|
|
|
—
|
|
|
—
|
|
|
179,482
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,106
|
|
|||||||
Foreign currency translation adjustment, net of taxes of $13
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|||||||
Purchase of shares for treasury
|
(5,556,200
|
)
|
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(56
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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(181,650
|
)
|
|
(181,706
|
)
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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(46,597
|
)
|
|
—
|
|
|
—
|
|
|
(46,597
|
)
|
|||||||
BALANCE, August 4, 2018
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73,218,303
|
|
|
$
|
732
|
|
|
24,541,123
|
|
|
$
|
245
|
|
|
$
|
1,195,875
|
|
|
$
|
2,359,024
|
|
|
$
|
(120
|
)
|
|
$
|
(1,624,530
|
)
|
|
$
|
1,931,226
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|
|
26 Weeks Ended
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||||||
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August 4,
2018 |
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July 29,
2017 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
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Net income
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$
|
179,482
|
|
|
$
|
170,580
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
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Depreciation and amortization
|
120,059
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|
|
109,085
|
|
||
Deferred income taxes
|
4,417
|
|
|
38,262
|
|
||
Stock-based compensation
|
22,106
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|
|
16,029
|
|
||
Other non-cash items
|
466
|
|
|
361
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
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Accounts receivable
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(7,315
|
)
|
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(7,748
|
)
|
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Inventories
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(65,229
|
)
|
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(279,280
|
)
|
||
Prepaid expenses and other assets
|
10,447
|
|
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(12,986
|
)
|
||
Accounts payable
|
62,357
|
|
|
245,909
|
|
||
Accrued expenses
|
9,556
|
|
|
(2,785
|
)
|
||
Income taxes payable / receivable
|
11,947
|
|
|
(62,328
|
)
|
||
Deferred construction allowances
|
13,146
|
|
|
63,889
|
|
||
Deferred revenue and other liabilities
|
(45,550
|
)
|
|
(34,496
|
)
|
||
Net cash provided by operating activities
|
315,889
|
|
|
244,492
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Capital expenditures
|
(96,515
|
)
|
|
(235,713
|
)
|
||
Deposits and purchases of other assets
|
—
|
|
|
(2,344
|
)
|
||
Net cash used in investing activities
|
(96,515
|
)
|
|
(238,057
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Revolving credit borrowings
|
1,162,800
|
|
|
1,748,700
|
|
||
Revolving credit repayments
|
(1,054,400
|
)
|
|
(1,561,900
|
)
|
||
Payments on other long-term debt and leasing obligations
|
(2,629
|
)
|
|
(316
|
)
|
||
Construction allowance receipts
|
—
|
|
|
—
|
|
||
Proceeds from exercise of stock options
|
—
|
|
|
16,290
|
|
||
Minimum tax withholding requirements
|
(4,006
|
)
|
|
(5,660
|
)
|
||
Cash paid for treasury stock
|
(181,706
|
)
|
|
(166,194
|
)
|
||
Cash dividends paid to stockholders
|
(46,040
|
)
|
|
(37,521
|
)
|
||
Decrease in bank overdraft
|
(70,334
|
)
|
|
(33,050
|
)
|
||
Net cash used in financing activities
|
(196,315
|
)
|
|
(39,651
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(42
|
)
|
|
54
|
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
23,017
|
|
|
(33,162
|
)
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
101,253
|
|
|
164,777
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
124,270
|
|
|
$
|
131,615
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Accrued property and equipment
|
$
|
14,402
|
|
|
$
|
57,307
|
|
Cash paid for interest
|
$
|
5,064
|
|
|
$
|
2,799
|
|
Cash paid for income taxes
|
$
|
53,056
|
|
|
$
|
118,968
|
|
|
|
|
|
|
|
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) |
|
|
26 Weeks Ended
|
||||||
|
|
August 4,
2018 |
|
July 29,
2017 |
||||
Accrued store closing and relocation reserves, beginning of period
|
|
$
|
10,536
|
|
|
$
|
17,531
|
|
Expense charged to earnings
|
|
1,973
|
|
|
170
|
|
||
Cash payments
|
|
(4,654
|
)
|
|
(4,906
|
)
|
||
Interest accretion and other changes in assumptions
|
|
(378
|
)
|
|
777
|
|
||
Accrued store closing and relocation reserves, end of period
|
|
7,477
|
|
|
13,572
|
|
||
Less: current portion of accrued store closing and relocation reserves
|
|
(3,598
|
)
|
|
(5,902
|
)
|
||
Long-term portion of accrued store closing and relocation reserves
|
|
$
|
3,879
|
|
|
$
|
7,670
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Net income
|
|
$
|
119,397
|
|
|
$
|
112,385
|
|
|
$
|
179,482
|
|
|
$
|
170,580
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
|
98,716
|
|
|
108,175
|
|
|
100,050
|
|
|
109,308
|
|
||||
Dilutive effect of stock-based awards
|
|
875
|
|
|
504
|
|
|
822
|
|
|
735
|
|
||||
Weighted average common shares outstanding - diluted
|
|
99,591
|
|
|
108,679
|
|
|
100,872
|
|
|
110,043
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share - basic
|
|
$
|
1.21
|
|
|
$
|
1.04
|
|
|
$
|
1.79
|
|
|
$
|
1.56
|
|
Earnings per common share - diluted
|
|
$
|
1.20
|
|
|
$
|
1.03
|
|
|
$
|
1.78
|
|
|
$
|
1.55
|
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive stock-based awards excluded from diluted calculation
|
|
3,379
|
|
|
4,164
|
|
|
3,976
|
|
|
3,282
|
|
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
|
August 4,
2018 |
|
February 3,
2018 |
||||
Assets:
|
|
|
|
||||
Deferred compensation plan assets held in trust
(1)
|
$
|
81,901
|
|
|
$
|
78,894
|
|
Total assets
|
$
|
81,901
|
|
|
$
|
78,894
|
|
|
|
|
|
(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) |
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
|
|
August 4, 2018
|
|
July 29, 2017
|
|
August 4, 2018
|
|
July 29, 2017
|
||||||||
Hardlines
(1)
|
|
$
|
1,074
|
|
|
$
|
1,107
|
|
|
$
|
1,971
|
|
|
$
|
1,978
|
|
Apparel
|
|
641
|
|
|
607
|
|
|
1,192
|
|
|
1,139
|
|
||||
Footwear
|
|
433
|
|
|
416
|
|
|
854
|
|
|
820
|
|
||||
Other
(2)
|
|
29
|
|
|
27
|
|
|
70
|
|
|
45
|
|
||||
Total net sales
|
|
$
|
2,177
|
|
|
$
|
2,157
|
|
|
$
|
4,087
|
|
|
$
|
3,982
|
|
(1)
|
Includes items such as sporting goods equipment, fitness equipment, golf equipment and hunting and fishing gear.
|
(2)
|
Includes the Company's non-merchandise sales categories, including in-store services, shipping revenues and credit card processing revenues.
|
▪
|
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 increasing utilization of our eCommerce platform producing the anticipated benefits within the expected time frame or at all;
|
▪
|
Disruptions to our eCommerce platform, including interruptions, delays or downtime caused by high volumes of users or transactions; deficiencies in design or implementation; or platform enhancements;
|
▪
|
Vendors continuing to sell or increasingly selling their products directly to customers or through broadened or alternative distribution channels;
|
▪
|
Negative reactions from our customers or vendors regarding changes to our policies related to the sale of firearms and accessories;
|
▪
|
Risks that our strategic plans and initiatives may initially result in a negative impact on our financial results, or that such plans and initiatives may not achieve the desired results within the anticipated 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, our ability to leverage the flexibility within our existing real estate portfolio to capitalize on future real estate opportunities over the near and intermediate term as our leases come up for renewal, 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 failing to produce the anticipated benefits within the expected time frame or at all;
|
▪
|
Risks associated with our private brand offerings, including product liability and product recalls; specialty concept stores; and Dick's Team Sports HQ;
|
▪
|
Disruptions or other problems with our information systems;
|
▪
|
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, foreign trade, labor, data protection and privacy;
|
▪
|
Our relationships with our vendors, disruptions in our or our vendors' supply chains, and increasing product costs, which could be caused by foreign trade issues (including new tariffs), currency exchange rate fluctuations, increasing prices for raw materials, foreign political instability or other reasons;
|
▪
|
Litigation risks for which we may not have sufficient insurance or other coverage;
|
▪
|
Our ability to secure and protect our trademarks and other intellectual property and defend claims of intellectual property infringement;
|
▪
|
Our ability to protect the reputation of our Company and our brands;
|
▪
|
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 supply chain facilities or customer support center;
|
▪
|
Performance of professional sports teams, professional team lockouts or strikes, or retirement, serious injury 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; the integration of acquired businesses or companies being more difficult, time-consuming, or costly than expected; or the investments or acquisitions failing to produce the anticipated benefits within the expected time frame or at all;
|
▪
|
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, net income, 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 and the related operating margin – Our management views earnings before taxes and operating margin as key indicators of our performance. The key drivers of earnings before taxes are same store sales, gross profit, and our ability to control selling, general and administrative expenses.
|
▪
|
Cash flows from operating activities – Cash flow generation supports the general liquidity needs of the Company and funds capital expenditures for our 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 fourth fiscal 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 at the department and style level. This analysis helps the Company manage inventory levels to reduce working capital 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
$1.20
in the current quarter increased 16.5% compared to earnings per diluted share of
$1.03
during the
second
quarter of
2017
. Net income in the current quarter totaled
$119.4 million
compared to
$112.4 million
during the
second
quarter of
2017
.
|
▪
|
Net income in the second quarter of 2017 included $12.0 million, net of tax, or $0.11 per diluted share, of income from a contract termination payment and $4.4 million, net of tax, or $0.04 per diluted share, of costs attributable to a corporate restructuring.
|
▪
|
Net sales
increased
1.0%
to
$2,177.5 million
in the current quarter from
$2,156.9 million
during the
second
quarter of
2017
, which includes a shift in the Company's fiscal calendar that favorably impacted current period net sales comparisons by approximately $49.8 million.
|
▪
|
Adjusted for the calendar shift due to the 53
rd
week in fiscal 2017, eCommerce sales penetration in the current quarter increased to approximately
11%
of total net sales compared to approximately
9%
during the
second
quarter of
2017
, representing an increase of 12% in eCommerce sales.
|
▪
|
In the
second
quarter of
2018
, the Company:
|
▪
|
Declared and paid a quarterly cash dividend in the amount of
$0.225
per share on the Company's common stock and Class B common stock.
|
▪
|
Repurchased
2.2 million
shares of common stock for
$73.8 million
under the currently authorized share repurchase program.
|
▪
|
The following table summarizes store openings and closings for the periods indicated:
|
|
26 Weeks Ended
August 4, 2018 |
|
26 Weeks Ended
July 29, 2017 |
||||||||||||||
|
Dick's Sporting Goods
|
|
Specialty Concept Stores
(1)
|
|
Total
|
|
Dick's Sporting Goods
|
|
Specialty Concept Stores
(1)
|
|
Total
|
||||||
Beginning stores
|
716
|
|
|
129
|
|
|
845
|
|
|
676
|
|
|
121
|
|
|
797
|
|
Q1 New stores
|
8
|
|
|
—
|
|
|
8
|
|
|
15
|
|
|
10
|
|
|
25
|
|
Q2 New stores
|
5
|
|
|
—
|
|
|
5
|
|
|
13
|
|
|
—
|
|
|
13
|
|
Closed stores
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
Ending stores
|
729
|
|
|
129
|
|
|
858
|
|
|
704
|
|
|
129
|
|
|
833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Relocated stores
|
3
|
|
|
—
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
2
|
|
(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 2017-2018
|
||
|
13 Weeks Ended
|
|
|||||
|
August 4,
2018
|
|
July 29,
2017
|
|
|||
Net sales
(1)
|
100.00
|
%
|
|
100.00
|
%
|
|
N/A
|
Cost of goods sold, including occupancy and distribution costs
(2)
|
69.72
|
|
|
70.46
|
|
|
(74)
|
Gross profit
|
30.28
|
|
|
29.54
|
|
|
74
|
Selling, general and administrative expenses
(3)
|
22.75
|
|
|
21.80
|
|
|
95
|
Pre-opening expenses
(4)
|
0.07
|
|
|
0.36
|
|
|
(29)
|
Income from operations
|
7.46
|
|
|
7.38
|
|
|
8
|
Interest expense
|
0.14
|
|
|
0.10
|
|
|
4
|
Other income
|
(0.10
|
)
|
|
(0.67
|
)
|
|
57
|
Income before income taxes
|
7.42
|
|
|
7.95
|
|
|
(53)
|
Provision for income taxes
|
1.94
|
|
|
2.74
|
|
|
(80)
|
Net income
|
5.48
|
%
|
|
5.21
|
%
|
|
27
|
|
|
|
|
|
|
||
Other Data:
|
|
|
|
|
|
|
|
Consolidated same store sales (decrease) increase
|
(1.9
|
%)
|
|
0.1
|
%
|
|
|
Number of stores at end of period
(5)
|
858
|
|
|
833
|
|
|
|
Total square feet at end of period
(5)
|
42,348,124
|
|
|
40,871,251
|
|
|
|
|
|
|
|
|
Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year 2017-2018
(A)
|
||
|
26 Weeks Ended
|
|
|||||
|
August 4,
2018
(A)
|
|
July 29,
2017
(A)
|
|
|||
Net sales
(1)
|
100.00
|
%
|
|
100.00
|
%
|
|
N/A
|
Cost of goods sold, including occupancy and distribution costs
(2)
|
70.16
|
|
|
70.39
|
|
|
(23)
|
Gross profit
|
29.84
|
|
|
29.61
|
|
|
23
|
Selling, general and administrative expenses
(3)
|
23.63
|
|
|
22.84
|
|
|
79
|
Pre-opening expenses
(4)
|
0.10
|
|
|
0.51
|
|
|
(41)
|
Income from operations
|
6.11
|
|
|
6.26
|
|
|
(15)
|
Interest expense
|
0.14
|
|
|
0.09
|
|
|
5
|
Other income
|
(0.03
|
)
|
|
(0.44
|
)
|
|
41
|
Income before income taxes
|
6.01
|
|
|
6.61
|
|
|
(60)
|
Provision for income taxes
|
1.61
|
|
|
2.32
|
|
|
(71)
|
Net income
|
4.39
|
%
|
|
4.28
|
%
|
|
11
|
|
|
|
|
|
|
||
Other Data:
|
|
|
|
|
|
|
|
Consolidated same store sales (decrease) increase
|
(1.4
|
%)
|
|
1.1
|
%
|
|
|
Number of stores at end of period
(5)
|
858
|
|
|
833
|
|
|
|
Total square feet at end of period
(5)
|
42,348,124
|
|
|
40,871,251
|
|
|
|
(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, including vendor-direct sales arrangements, is recognized upon shipment of merchandise. 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. The Company adopted ASU 2014-09 ("Topic 606") on February 4, 2018. The impact of this adoption is further described within Note 6 to the unaudited Consolidated Financial Statements.
|
(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 Customer Support Center ("CSC").
|
(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.
|
|
August 4,
2018 |
|
July 29,
2017 |
||||
Funds drawn on Credit Facility
|
$
|
1,162,800
|
|
|
$
|
1,748,700
|
|
Number of business days with outstanding balance on Credit Facility
|
127 days
|
|
|
124 days
|
|
||
Maximum daily amount outstanding under Credit Facility
|
$
|
324,100
|
|
|
$
|
391,200
|
|
|
August 4,
2018 |
|
July 29,
2017 |
||||
Outstanding borrowings under Credit Facility
|
$
|
108,400
|
|
|
$
|
186,800
|
|
Cash and cash equivalents
|
$
|
124,270
|
|
|
$
|
131,615
|
|
Remaining borrowing capacity under Credit Facility
|
$
|
1,125,469
|
|
|
$
|
790,387
|
|
Outstanding letters of credit under Credit Facility
|
$
|
16,131
|
|
|
$
|
22,813
|
|
|
|
|
|
|
26 Weeks Ended
|
||||||
|
August 4,
2018 |
|
July 29,
2017 |
||||
Net cash provided by operating activities
|
$
|
315,889
|
|
|
$
|
244,492
|
|
Net cash used in investing activities
|
(96,515
|
)
|
|
(238,057
|
)
|
||
Net cash used in financing activities
|
(196,315
|
)
|
|
(39,651
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(42
|
)
|
|
54
|
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
23,017
|
|
|
$
|
(33,162
|
)
|
▪
|
Changes in inventory and accounts payable increased operating cash flows by $30.5 million compared to the prior year, primarily due to improved inventory turn during the current fiscal period compared to the same period last year. The increase was partially offset by the timing of rent payments processed prior to the end of fiscal July due to the calendar shift caused by the inclusion of a 53
rd
week in fiscal 2017.
|
▪
|
Changes in accrued expenses increased operating cash flows by $12.3 million compared to the prior year, primarily due to year-over-year changes in incentive compensation and advertising accruals and corresponding payments.
|
▪
|
Changes in deferred construction allowances decreased operating cash flows by $50.7 million compared to the prior year, primarily due to year-over-year changes in the timing and amount of payments received for self-developed stores.
|
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
|
||||||
May 6, 2018 to June 2, 2018
|
|
888,200
|
|
|
$
|
30.82
|
|
|
888,200
|
|
|
$
|
621,505,537
|
|
June 3, 2018 to July 7, 2018
|
|
891,361
|
|
|
$
|
35.34
|
|
|
889,988
|
|
|
$
|
590,052,165
|
|
July 8, 2018 to August 4, 2018
|
|
441,076
|
|
|
$
|
33.99
|
|
|
440,012
|
|
|
$
|
575,094,476
|
|
Total
|
|
2,220,637
|
|
|
$
|
33.27
|
|
|
2,218,200
|
|
|
|
|
(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 16, 2016.
|
|
||||
|
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
|
Method of Filing
|
|
Third Amendment to Registrant's Amended and Restated Officers' Supplemental Savings Plan, dated as of November 21, 2011.
|
|
Filed herewith
|
|
|
|
|
|
|
|
Third Amendment to the Amended and Restated Credit Agreement, dated as of August 3, 2018, among Dick’s Sporting Goods, Inc. and Dick’s Merchandising & Supply Chain, Inc., as borrowers, the guarantors party thereto, Wells Fargo Bank, National Association, as letter of credit issuer and swing line lender, and the lenders party thereto.
|
|
Filed herewith
|
|
|
|
|
|
|
|
Certification of Edward W. Stack, Chairman and Chief Executive Officer, dated as of August 30, 2018 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
|
|
|
|
|
|
|
|
Certification of Lee J. Belitsky, Executive Vice President - Chief Financial Officer, dated as of August 30, 2018 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
|
|
|
|
|
|
|
|
Certification of Edward W. Stack, Chairman and Chief Executive Officer, dated as of August 30, 2018 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
|
|
|
|
|
|
|
|
Certification of Lee J. Belitsky, Executive Vice President - Chief Financial Officer, dated as of August 30, 2018 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
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
By:
|
/s/ Kathryn L. Sutter
|
|
|
Title:
|
SVP, HR
|
1.
|
Amendments to Credit Agreement
. The provisions of the Credit Agreement are hereby amended as follows:
|
(a)
|
Section 1.01
of the Credit Agreement is hereby amended by deleting the reference to “Financial Accounting Standards Board” in the definition of “GAAP” set forth therein and by substituting “FASB” in its stead.
|
(b)
|
Section 1.01
of the Credit Agreement is hereby amended by adding the following new definition in appropriate alphabetical order:
|
(c)
|
Section 1.03(b)
of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:
|
2.
|
Ratification of Loan Documents
. Except as specifically amended by this Amendment 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. The Loan Parties 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,
|
3.
|
Conditions Precedent to Effectiveness
. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Agent:
|
(a)
|
The Agent shall have received this Amendment, duly executed by the Borrower, the Guarantors, the Agent, and Lenders constituting the Required Lenders.
|
(b)
|
After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
|
4.
|
Miscellaneous
.
|
(a)
|
This Amendment 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 Amendment by telecopy or other electronic transmission (such as pdf) shall be as effective as delivery of a manually executed counterpart of this Amendment.
|
(b)
|
This Amendment 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 Amendment 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 Amendment.
|
(d)
|
Each Loan Party 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 Amendment.
|
(e)
|
THIS AMENDMENT 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:
|
/s/ Lee J. Belitsky
|
Name:
|
Lee Belitsky
|
Title:
|
President
|
By:
|
/s/ Lee J. Belitsky
|
Name:
|
Lee Belitsky
|
Title:
|
Executive Vice President - CFO
|
By:
|
/s/ Lee J. Belitsky
|
Name:
|
Lee Belitsky
|
Title:
|
President
|
By:
|
/s/ Lee J. Belitsky
|
Name:
|
Lee Belitsky
|
Title:
|
President
|
By:
|
Dick’s Sporting Goods, Inc., its sole member
|
By:
|
/s/ Lee J. Belitsky
|
Name:
|
Lee Belitsky
|
Title:
|
Executive Vice President - CFO
|
By:
|
/s/ Lee J. Belitsky
|
Name:
|
Lee Belitsky
|
Title:
|
Executive Vice President
|
By:
|
/s/ Lee J. Belitsky
|
Name:
|
Lee Belitsky
|
Title:
|
Executive Vice President
|
By:
|
Dick’s Sporting Goods, Inc., its sole member
|
By:
|
/s/ Lee J. Belitsky
|
Name:
|
Lee Belitsky
|
Title:
|
Executive Vice President - CFO
|
By:
|
/s/ Joseph Burt
|
Name:
|
Joseph Burt
|
Title:
|
Director
|
By:
|
/s/ Joseph Burt
|
Name:
|
Joseph Burt
|
Title:
|
Director
|
By:
|
/s/ James M. Steffy
|
Name:
|
James M. Steffy
|
Title:
|
Vice President
|
By:
|
/s/ Joseph Becker
|
Name:
|
Joseph Becker
|
Title:
|
Managing Director
|
By:
|
/s/ Thomas G. Williams
|
Name:
|
Thomas G. Williams
|
Title:
|
Authorized Officer
|
By:
|
/s/ David Lawrence
|
Name:
|
David Lawrence
|
Title:
|
Vice President
|
By:
|
/s/ Nick Malatestinic
|
Name:
|
Nick Malatestinic
|
Title:
|
SVP Team Leader
|
By:
|
/s/ Leigh A. Ingalls
|
Name:
|
Leigh A. Ingalls
|
Title:
|
Vice President
|
By:
|
/s/ Stephen J. Orban
|
Name:
|
Stephen J. Orban
|
Title:
|
Senior Vice President
|
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)
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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.
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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: August 30, 2018
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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.
|
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)
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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;
|
(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
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(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.
|
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: August 30, 2018
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Lee J. Belitsky
|
|
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: August 30, 2018
|
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.
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/s/ LEE J. BELITSKY
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Date: August 30, 2018
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Lee J. Belitsky
|
|
Executive Vice President – Chief Financial Officer
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|