e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended July 3, 2005
OR
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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. |
For the transition period from
to
Commission
file number: 000-49850
BIG 5 SPORTING GOODS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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95-4388794 |
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.) |
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2525 East El Segundo Boulevard |
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El Segundo, California
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90245 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (310) 536-0611
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes þ No o
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act) Yes o No þ
There were 22,677,627 shares of common stock, with a par value of $0.01 per share outstanding
at September 23, 2005.
BIG 5 SPORTING GOODS CORPORATION
INDEX
- 2 -
BIG 5 SPORTING GOODS CORPORATION
Unaudited Condensed Consolidated Balance Sheets
(dollars in thousands)
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July 3, |
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January 2, |
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2005 |
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2005 |
Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
7,788 |
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$ |
6,746 |
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Trade and other receivables, net |
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5,659 |
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7,109 |
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Merchandise inventories, net |
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220,297 |
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206,213 |
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Prepaid
expenses and other current assets |
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16,096 |
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7,988 |
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Deferred income taxes, net |
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6,892 |
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9,028 |
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Total current assets |
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256,732 |
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237,084 |
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Property and equipment, net |
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78,027 |
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63,837 |
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Deferred income taxes, net |
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5,774 |
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3,853 |
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Leasehold interest, net |
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1,297 |
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2,178 |
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Other assets, net |
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1,157 |
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1,292 |
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Goodwill |
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4,433 |
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4,433 |
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Total assets |
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$ |
347,420 |
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$ |
312,677 |
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Liabilities and Stockholders Equity |
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Current liabilities: |
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Accounts payable |
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$ |
99,997 |
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$ |
98,298 |
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Accrued expenses |
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51,356 |
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57,723 |
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Current portion of capital leases |
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1,509 |
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1,270 |
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Current portion of long-term debt |
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6,667 |
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6,667 |
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Total current liabilities |
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159,529 |
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163,958 |
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Deferred rent |
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19,661 |
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16,389 |
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Capital leases, less current portion |
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4,103 |
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3,386 |
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Long-term debt, less current portion |
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100,464 |
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74,668 |
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Total liabilities |
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283,757 |
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258,401 |
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Stockholders equity: |
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Common stock, $0.01 par value. Authorized 50,000,000 shares;
22,677,627 shares and 22,677,427 shares issued and oustanding
at July 3, 2005 and January 2, 2005, respectively. |
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227 |
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227 |
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Additional paid-in capital |
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84,232 |
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84,231 |
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Accumulated deficit |
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(20,796 |
) |
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(30,182 |
) |
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Net stockholders equity |
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63,663 |
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54,276 |
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Total liabilities and stockholders equity |
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$ |
347,420 |
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$ |
312,677 |
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See accompanying notes to unaudited condensed consolidated financial statements.
- 3 -
BIG 5 SPORTING GOODS CORPORATION
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share data)
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13 Weeks Ended |
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26 Weeks Ended |
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June 27, 2004 |
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June 27, 2004 |
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July 3, 2005 |
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(restated) |
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July 3, 2005 |
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(restated) |
Net sales |
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$ |
198,132 |
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$ |
184,673 |
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$ |
388,231 |
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$ |
366,622 |
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Cost of goods sold, buying and occupancy,
excluding depreciation and amortization
shown separately below |
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125,683 |
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116,611 |
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247,954 |
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230,330 |
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Gross profit |
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72,449 |
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68,062 |
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140,277 |
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136,292 |
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Operating expenses: |
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Selling and administrative |
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57,529 |
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50,015 |
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110,180 |
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100,351 |
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Depreciation and amortization |
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3,486 |
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2,895 |
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6,934 |
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5,859 |
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Total operating expenses |
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61,015 |
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52,910 |
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117,114 |
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106,210 |
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Operating income |
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11,434 |
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15,152 |
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23,163 |
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30,082 |
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Premium and unamortized financing
fees related to redemption of debt |
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792 |
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|
792 |
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Interest expense, net |
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1,283 |
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1,638 |
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2,424 |
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3,574 |
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Income before income taxes |
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10,151 |
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12,722 |
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20,739 |
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25,716 |
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Income taxes |
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4,005 |
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5,010 |
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8,179 |
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10,128 |
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Net income available to common stockholders |
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$ |
6,146 |
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$ |
7,712 |
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$ |
12,560 |
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$ |
15,588 |
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Dividends per share declared: |
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$ |
0.07 |
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$ |
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$ |
0.14 |
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$ |
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Earnings per share: |
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Basic |
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$ |
0.27 |
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$ |
0.34 |
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$ |
0.55 |
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$ |
0.69 |
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Diluted |
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$ |
0.27 |
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$ |
0.34 |
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$ |
0.55 |
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$ |
0.68 |
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Weighted average shares of common
stock outstanding: |
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Basic |
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22,678 |
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22,668 |
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22,678 |
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22,666 |
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Diluted |
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22,802 |
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22,794 |
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22,808 |
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22,792 |
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- 4 -
BIG 5 SPORTING GOODS CORPORATION
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
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26 Weeks Ended |
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June 27, 2004 |
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July 3, 2005 |
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(restated) |
Cash flows from operating activities: |
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Net income |
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$ |
12,560 |
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$ |
15,588 |
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Adjustments to reconcile net income to net cash
provided by (used in) operating activities: |
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Depreciation and amortization |
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6,934 |
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5,859 |
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Amortization of deferred finance charge and discounts |
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189 |
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213 |
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Premium and unamortized financing fees related to
redemption of debt |
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|
792 |
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Deferred tax provision |
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214 |
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(656 |
) |
(Gain) / loss on disposal of equipment |
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(32 |
) |
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|
68 |
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Change in operating assets and liabilities: |
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Merchandise inventories |
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(14,084 |
) |
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(22,367 |
) |
Trade and other receivables, net |
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1,450 |
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|
5,535 |
|
Prepaid expenses and other assets |
|
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(8,027 |
) |
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|
456 |
|
Accounts payable |
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|
5,121 |
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|
4,510 |
|
Accrued
expenses and deferred rent |
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(3,095 |
) |
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(12,743 |
) |
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Net cash provided by (used in) operating activities |
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1,230 |
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(2,745 |
) |
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Cash flows from investing activities |
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Proceeds from sale of equipment |
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32 |
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0 |
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Purchase of property and equipment |
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(18,661 |
) |
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(3,419 |
) |
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Net cash used in investing activities |
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(18,629 |
) |
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(3,419 |
) |
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Cash flows from financing activities: |
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Net borrowings under revolving
credit facilities and bank overdraft |
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22,376 |
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19,060 |
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Principal payments on capital leases |
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(761 |
) |
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Issuance of common stock, net of repurchases |
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|
1 |
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|
57 |
|
Repayment of 10.875% senior notes |
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(15,548 |
) |
Cash dividends |
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(3,175 |
) |
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Net cash provided by financing activities |
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|
18,441 |
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|
3,569 |
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Net increase (decrease) in cash and cash equivalents |
|
|
1,042 |
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|
(2,595 |
) |
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Cash and cash equivalents at beginning of period |
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|
6,746 |
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|
9,030 |
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Cash and cash equivalents at end of period |
|
$ |
7,788 |
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$ |
6,435 |
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Supplemental disclosure of noncash investing activities: |
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Property acquired under capital leases |
|
$ |
1,718 |
|
|
$ |
|
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Supplemental disclosures of cash flow information: |
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Interest paid |
|
$ |
2,708 |
|
|
$ |
3,589 |
|
|
|
|
|
|
|
|
|
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Income taxes paid |
|
$ |
13,534 |
|
|
$ |
13,006 |
|
|
|
|
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|
|
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|
See accompanying notes to unaudited condensed consolidated financial statements.
- 5 -
BIG 5 SPORTING GOODS CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(1) Basis of Presentation and Description of Business
Business
Big 5 Sporting Goods Corporation (we or the Company) is a leading sporting goods retailer
operating 311 stores in 10 western states at July 3, 2005. The Company provides a full-line
product offering in a traditional sporting goods store format that averages approximately 11,000
square feet. The Companys product mix includes athletic shoes, apparel and accessories, as well
as a broad selection of outdoor and athletic equipment for team sports, fitness, camping, hunting,
fishing, tennis, golf, snowboarding and in-line skating. The Company is a holding company that
operates its business through Big 5 Corp., its wholly owned subsidiary, and Big 5 Services Corp.,
which is a wholly owned subsidiary of Big 5 Corp. Big 5 Services Corp. began operations at the
beginning of fiscal 2004 to centralize the issuance and administration of gift certificates and
gift cards.
The accompanying unaudited condensed consolidated financial statements of the Company and its
wholly-owned subsidiaries have been prepared in accordance with accounting principles generally
accepted in the United States (GAAP) for interim financial information and are presented in
accordance with the requirements of Form 10-Q. Accordingly, these unaudited condensed consolidated
financial statements do not include all of the information and footnotes required by GAAP for
complete financial statements. These unaudited condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes thereto for the fiscal
year ended January 2, 2005. In the opinion of management, the unaudited condensed consolidated
financial statements included herein contain all adjustments considered necessary for a fair
presentation of the Companys financial position, the results of operations and cash flows for the
periods presented.
The results of the interim periods presented herein are not necessarily indicative of the
results to be expected for any other interim period or the full year.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of all
wholly-owned subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation.
Segment Reporting
Given the economic characteristics of our store formats, the similar nature of the products
sold, the type of customer and method of distribution, our operations are aggregated in one
reportable segment as defined by SFAS No. 131, Disclosure About Segments of an Enterprise and
Related Information.
- 6 -
Use of Estimates
Management of the Company has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses during the reporting
period to prepare these financial statements in conformity with GAAP. Significant items subject to
such estimates and assumptions include the carrying amount of property and equipment, intangibles
and goodwill; valuation allowances for receivables, sales returns, inventories and deferred income
tax assets; and obligations related to litigation, workers compensation and employee benefits.
Actual results could differ from these estimates.
Fiscal Year
The Company follows the concept of a 52-53 week fiscal year, which ends on the Sunday nearest
December 31. Fiscal year 2005 is comprised of 52 weeks and ends on January 1, 2006. Fiscal year
2004 was comprised of 53 weeks and ended on January 2, 2005. The fiscal interim periods ended July
3, 2005 and April 3, 2005 and June 27, 2004 and March 28, 2004 were comprised of 13 weeks.
Reclassifications
Certain prior period amounts have been
reclassified to conform to the present year presentation.
Stock-Based Compensation
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation, and SFAS No. 148, Accounting for Stock-Based Compensation Transition and
Disclosure, an amendment to FASB Statement No. 123, established accounting and disclosure
requirements using a fair-value-based method of accounting for stock-based compensation plans. As
permitted by existing accounting standards, the Company has elected to continue to apply the
intrinsic-value-based method of accounting described above, and has adopted only the disclosure
requirements of SFAS No. 123, as amended. Had the Company determined compensation cost based upon
the fair value at the grant date for its stock options using the Black Scholes option pricing
model, pro forma net income and pro forma net income per share, including the following weighted
average assumptions used in these calculations, would have been as follows:
- 7 -
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
26 Weeks Ended |
|
|
|
|
|
|
|
June 27, 2004 |
|
|
|
|
|
|
June 27, 2004 |
|
|
|
July 3, 2005 |
|
|
(restated) |
|
|
July 3, 2005 |
|
|
(restated) |
|
|
|
(in thousands, except per share data) |
|
Net income, as reported |
|
$ |
6,146 |
|
|
$ |
7,712 |
|
|
$ |
12,560 |
|
|
$ |
15,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deduct: Total stock-based
employee compensation
expense determined under
fair value based methods for
all awards, net of related
tax effects |
|
|
234 |
|
|
|
227 |
|
|
|
469 |
|
|
|
378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
5,912 |
|
|
$ |
7,485 |
|
|
$ |
12,091 |
|
|
$ |
15,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic as reported |
|
$ |
0.27 |
|
|
$ |
0.34 |
|
|
$ |
0.55 |
|
|
$ |
0.69 |
|
Basic pro forma |
|
$ |
0.26 |
|
|
$ |
0.33 |
|
|
$ |
0.53 |
|
|
$ |
0.67 |
|
Diluted as reported |
|
$ |
0.27 |
|
|
$ |
0.34 |
|
|
$ |
0.55 |
|
|
$ |
0.68 |
|
Diluted pro forma |
|
$ |
0.26 |
|
|
$ |
0.33 |
|
|
$ |
0.53 |
|
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average assumptions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk free interest rate |
|
|
2.8% |
|
|
|
2.8% |
|
|
|
2.8% |
|
|
|
2.8% |
|
Expected lives |
|
4 years |
|
|
4 years |
|
|
4 years |
|
|
4 years |
|
Expected volatility |
|
|
60% |
|
|
|
60% |
|
|
|
60% |
|
|
|
60% |
|
Expected dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the fourth quarter of fiscal 2004 the Company declared a cash dividend, at an annual
rate of $0.28 per share of outstanding common stock. The first quarterly payment, of $0.07 per
share, was paid on December 15, 2004, to stockholders of record as of December 1, 2004. The
majority of options issued by the Company were granted prior to the initiation of a dividend. As a
result, the weighted average dividend assumption used in valuing options granted was less than
$0.01 per share.
(2) Restatement
The Company has restated the consolidated balance sheet at December 28, 2003 and the
consolidated statements of operations, the consolidated statements of stockholders equity
and the consolidated statements of cash flows for the fiscal years ended December 29,
2002 and December 28, 2003 in the Annual Report on Form 10-K for the fiscal year ended January 2,
2005. The Company also has restated its quarterly financial information for fiscal 2003 and the
first three interim periods of fiscal 2004. The net effect of the restatement was to reduce net
income by $1.8 million and $2.9 million in fiscal years 2002 and 2003, respectively, to increase
reported net income in the first three quarters of fiscal 2004 by $1.4 million and to reduce
retained earning by $3.2 million at the beginning of fiscal year 2002 to reflect the after-tax
impact of the restatement in prior periods.
- 8 -
The following is a summary of the effects of the restatement on our unaudtied condensed
consolidated statements of operations for the 13 and 26 weeks ended June 27, 2004. The restatement
had no impact on net cash flows from operating, investing and financing activities during the 26
weeks ended June 27, 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 weeks ended June 27, 2004 |
|
|
26 weeks ended June 27, 2004 |
|
|
|
Previously |
|
|
|
|
|
|
|
|
|
|
Previously |
|
|
|
|
|
|
|
|
|
Reported |
|
|
Adjustments |
|
|
Restated |
|
|
Reported |
|
|
Adjustments |
|
|
Restated |
|
|
|
(in thousands, except per share data) |
|
Net sales |
|
$ |
184,487 |
|
|
$ |
186 |
|
|
$ |
184,673 |
|
|
$ |
365,492 |
|
|
$ |
1,130 |
|
|
$ |
366,622 |
|
Cost of goods sold,
buying and
occupancy |
|
|
116,806 |
|
|
|
(195 |
) |
|
|
116,611 |
|
|
|
232,172 |
|
|
|
(1,842 |
) |
|
|
230,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
67,681 |
|
|
|
381 |
|
|
|
68,062 |
|
|
|
133,320 |
|
|
|
2,972 |
|
|
|
136,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and
administrative |
|
|
50,035 |
|
|
|
(20 |
) |
|
|
50,015 |
|
|
|
99,615 |
|
|
|
736 |
|
|
|
100,351 |
|
Depreciation and
amortization |
|
|
2,711 |
|
|
|
184 |
|
|
|
2,895 |
|
|
|
5,502 |
|
|
|
357 |
|
|
|
5,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating
expenses |
|
|
52,746 |
|
|
|
164 |
|
|
|
52,910 |
|
|
|
105,117 |
|
|
|
1,093 |
|
|
|
106,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
14,935 |
|
|
|
217 |
|
|
|
15,152 |
|
|
|
28,203 |
|
|
|
1,879 |
|
|
|
30,082 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium and
unamortized
financing
fees related to
redemption of debt |
|
|
792 |
|
|
|
|
|
|
|
792 |
|
|
|
792 |
|
|
|
|
|
|
|
792 |
|
Interest expense,
net |
|
|
1,638 |
|
|
|
|
|
|
|
1,638 |
|
|
|
3,574 |
|
|
|
|
|
|
|
3,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before
income taxes |
|
|
12,505 |
|
|
|
217 |
|
|
|
12,722 |
|
|
|
23,837 |
|
|
|
1,879 |
|
|
|
25,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
5,001 |
|
|
|
9 |
|
|
|
5,010 |
|
|
|
9,534 |
|
|
|
594 |
|
|
|
10,128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
available to
common stockholders |
|
$ |
7,504 |
|
|
$ |
208 |
|
|
$ |
7,712 |
|
|
$ |
14,303 |
|
|
$ |
1,285 |
|
|
$ |
15,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.33 |
|
|
$ |
0.01 |
|
|
$ |
0.34 |
|
|
$ |
0.63 |
|
|
$ |
0.06 |
|
|
$ |
0.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.33 |
|
|
$ |
0.01 |
|
|
$ |
0.34 |
|
|
$ |
0.63 |
|
|
$ |
0.05 |
|
|
$ |
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) Quarterly Dividend
In the fourth quarter of fiscal 2004, the Company declared a cash dividend, at an annual rate
of $0.28 per share of outstanding common stock. Quarterly dividend payments of $0.07 per share
were paid on December 15, 2004, March 15, 2005, June 15, 2005 and September 15, 2005 to
stockholders of record as of December 1, 2004, March 1, 2005, June 1, 2005 and September 1, 2005,
respectively.
(4) Debt Redemption
In the second quarter of fiscal 2004 the Company redeemed $15.0 million face value of its
10.875% senior notes due 2007 using borrowings under its revolving credit facility.
- 9 -
The Company
also redeemed the remaining $33.1 million face value of its 10.875% senior notes due 2007 during
the fourth quarter of fiscal 2004 using borrowings under its financing agreement.
(5) Earnings Per Share
Basic earnings per share is calculated by dividing net income available to common stockholders
by the weighted average of common shares outstanding during the period. Diluted earnings per share
is calculated by using the weighted average of common shares outstanding adjusted to include the
potentially dilutive effect of outstanding stock options.
The following table sets forth the computation of basic and diluted net income per share of
common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 weeks ended |
|
|
26 weeks ended |
|
|
|
|
|
|
|
June 27, 2004 |
|
|
|
|
|
|
June 27, 2004 |
|
|
|
July 3, 2005 |
|
|
(restated) |
|
|
July 3, 2005 |
|
|
(restated) |
|
|
|
(in thousands, except per share data) |
|
Income available to
common stockholders |
|
$ |
6,146 |
|
|
$ |
7,712 |
|
|
$ |
12,560 |
|
|
$ |
15,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
22,678 |
|
|
|
22,668 |
|
|
|
22,678 |
|
|
|
22,666 |
|
Dilutive effect of
common stock options |
|
|
124 |
|
|
|
126 |
|
|
|
130 |
|
|
|
126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
22,802 |
|
|
|
22,794 |
|
|
|
22,808 |
|
|
|
22,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.27 |
|
|
$ |
0.34 |
|
|
$ |
0.55 |
|
|
$ |
0.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.27 |
|
|
$ |
0.34 |
|
|
$ |
0.55 |
|
|
$ |
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The computation of diluted earnings for the 13 weeks ended July 3, 2005, the 26 weeks
ended July 3, 2005 and the 26 weeks ended June 27, 2004 does not include 2,500, 2,500, and 341,400
options, respectively, that were outstanding on those dates. The exercise price of these options
was greater than the average market price of the Companys common stock during the relevant
reporting periods and thus would have been antidilutive.
(6) Contingencies
On August 12, 2005, the Company was served with a complaint filed in the California Superior
Court in the County of Los Angeles, entitled William Childers v. Sandra N. Bane, et al., Case No.
BC337945 (Childers), alleging breach of fiduciary duty, violation of the Companys bylaws and
unjust enrichment by certain executive officers. This complaint was brought both as a purported
stockholder class action and as a purported derivative action on behalf of the Company against all
of the members of the Companys board of directors and certain executive officers. The complaint
alleges that the Companys directors breached their fiduciary duties and violated the Companys
bylaws by, among other things, failing to hold an annual stockholders meeting on a timely basis
and allegedly
- 10 -
ignoring certain unspecified internal control problems, and that certain executive
officers were unjustly enriched by their receipt of certain compensation items. The complaint
seeks an order requiring that an annual meeting of our stockholders be held, an award of
unspecified damages in favor of the Company and against the individual defendants and an award of
attorneys fees. The Company believes that the complaint is without merit and intends to defend
the suit vigorously. An adverse result in this litigation could harm the Companys financial
condition and results of operations, and the costs of defending this litigation could have a
negative impact on the Companys results of operations. The Company has indemnification
agreements with each of its directors and executive officers. These agreements, among other
things, provide for indemnification of the Companys directors and executive officers for expenses,
judgments, fines and settlement amounts incurred by any such person in any action or proceeding
arising out of such persons services as a director or executive officer or at our request,
including as a result of this complaint, if the applicable director or executive officer acted in
good faith and in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Company.
In addition, the Company is from time to time involved in routine litigation incidental to the
conduct of its business. The Company believes that no other litigation currently pending against
it will have a material adverse impact on its business, financial position or results of
operations. The Company may enter into discussions regarding settlement of lawsuits to which it is
a party if it believes settlement is in the best interests of the Company and its stockholders. In
accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies,
the Company has made accruals with respect to these lawsuits, where appropriate, which are
reflected in the Companys unaudited condensed consolidated financial statements.
- 11 -
|
|
|
ITEM 2: |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
BASIS OF REPORTING
Net Sales
Net sales consist of sales from all stores operated during the period presented, net of
estimated merchandise returns. Net sales also include the sale of returned merchandise to vendors
specializing in the resale of defective or used products, which historically has accounted for less
than 1% of net sales. Same store sales for a period reflect net sales from stores operated
throughout that period as well as the corresponding prior period, i.e., two complete fiscal years
for annual comparisons and complete current and prior year fiscal quarters for quarterly
comparisons. New store sales for a period reflect net sales from stores opened in that period as
well as net sales from stores opened during the prior fiscal year. Stores that are relocated during
any period are treated as new stores, with sales from the prior location being treated as sales
from a closed store. Cash received from the sale of gift cards is recorded as a liability, and
revenue is recognized upon the redemption of the gift card. Installment payments on layaway sales
are recorded as a liability, and revenue is recognized upon receipt of final payment from and
delivery to the customer.
Gross Profit
Gross profit is comprised of net sales less costs of sales, including the cost of merchandise,
inventory markdowns, inventory shrinkage, inbound freight, distribution and warehousing, payroll
and occupancy costs for our buying personnel and store occupancy costs. Store and corporate office
occupancy costs include rent, contingent rents, common area maintenance, real estate property taxes
and property insurance.
Selling and Administrative
Selling and administrative expenses include store and corporate expenses, other than occupancy
costs, including non-buying personnel payroll, employment taxes, employee benefits, management
information systems, advertising, insurance other than property insurance, legal, store pre-opening
expenses and other corporate level expenses. Store pre-opening expenses include store-level
payroll, grand opening event marketing, travel, supplies and other store opening expenses.
Depreciation and Amortization
Depreciation and amortization consists primarily of the depreciation of leasehold
improvements, fixtures and equipment owned by us.
- 12 -
DISCUSSION OF CRITICAL ACCOUNTING POLICIES
In the ordinary course of business, we have made a number of estimates and assumptions
relating to the reporting of results of operations and financial condition in the preparation of
our financial statements in conformity with GAAP. Actual results could differ significantly from
those estimates under different assumptions and conditions. We believe that the following
discussion addresses our critical accounting policies, which are those that are most important to
the portrayal of our financial condition.
Valuation of Inventory
We value our inventories at the lower of cost or market using the weighted average cost method
that approximates the first-in, first-out (FIFO) method. Management has evaluated the current
level of inventories in comparison to planned sales volume and other factors and, based on this
evaluation, has recorded adjustments to inventory and cost of goods sold for estimated decreases in
inventory value. These adjustments are estimates, which could vary significantly, either favorably
or unfavorably, from actual results if future economic conditions, consumer demand and competitive
environments differ from our expectations. We are not aware of any events or changes in demand or
price that would indicate to us that our inventory valuation may be materially inaccurate at this
time.
Valuation of Long-Lived Assets
Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of the assets to future net cash flows estimated by us to be generated by these
assets. If such assets are considered to be impaired, the impairment to be recognized is the
amount by which the carrying amount of the assets exceeds the fair value of the assets. We are not
aware of any events or changes in circumstances that would indicate to us that our long-lived
assets are impaired or that would require an impairment consideration at this time.
Revenue Recognition
We earn revenue by selling merchandise primarily through our retail stores. Also included in
revenue are sales of returned merchandise to vendors specializing in the resale of defective or
used products, which historically has accounted for less than 1% of net sales. Revenue is
recognized when merchandise is purchased by and delivered to the customer and is shown net of
estimated returns during the relevant period. The allowance for sales returns is estimated based
upon historical experience. Cash received from the sale of gift cards is recorded as a liability,
and revenue is recognized upon the redemption of the gift card. Installment payments on layaway
sales are recorded as a liability, and revenue is recognized upon receipt of final payment from and
delivery to the customer.
- 13 -
Income Taxes
We account for income taxes under the asset and liability method whereby deferred tax assets
and liabilities are recognized for the future tax consequences attributable to differences between
financial statement carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. The realizability of deferred tax assets
is assessed throughout the year and a valuation allowance is recorded if necessary to reduce net
deferred tax assets to an amount whose realization is more likely than not.
Leases
We lease substantially all of our store locations. We account for our leases under the
provisions of SFAS No. 13, Accounting for Leases, and subsequent amendments, which require that our
leases be evaluated and classified as operating or capital leases for financial reporting purposes.
Certain leases have scheduled rent increases. In addition, certain leases include an initial
period of free or reduced rent as an inducement to enter into the lease agreement (rent
holidays). The Company recognizes rental expense for rent escalations and rent holidays on a
straight-line basis over the terms of the underlying leases, without regard to when rent payments
are made. The calculation of straight-line rent is based on the reasonably assured lease term as
defined in SFAS No. 98, Accounting for Leases, which may exceed the initial non-cancelable lease
term.
Certain leases also may provide for payments based on future sales volumes at the leased
location, which are not measurable at the inception of the lease. In accordance with SFAS No. 29,
Determining Contingent Rentals, an amendment of FASB Statement No. 13, these contingent rents are
expensed as they accrue.
Self-Insurance Liabilities
We maintain self-insurance programs for general liability and a portion of our workers
compensation liability risks. We are self-insured up to specified per-occurrence limits and
maintain insurance coverage for losses in excess of specified amounts. Estimated costs under these
programs, including incurred but not reported claims, are recorded as expenses based upon
historical experience, trends of paid and incurred claims, and other actuarial assumptions. If
actual claims trends, including the severity or frequency of claims, differ from our estimates, our
financial results could be significantly impacted.
Segment Reporting
Given the economic characteristics of our store formats, the similar nature of the products
sold, the type of customer and method of distribution, our operations are aggregated in one
reportable segment as defined by SFAS No. 131, Disclosure About Segments of an Enterprise and
Related Information.
- 14 -
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
We have restated the consolidated balance sheet at June 27, 2004, and the consolidated
statements of operations and cash flows for the 13 and 26 weeks ended June 27, 2004 in this
Quarterly Report on Form 10-Q. This Managements Discussion and Analysis of Financial Condition
and Results of Operations on and for the 13 and 26 weeks ended June 27, 2004 have been modified and
updated to reflect the effects of the restatement. See Note 2 to the consolidated financial
statements in our Annual Report on Form 10-K for the fiscal year ended January 2, 2005 and Note 2
to the unaudited condensed consolidated financial statements in Item 1 Financial Statements of
this Quarterly Report on Form 10-Q for additional information on the restatement.
RESULTS OF OPERATIONS
The results of the interim periods are not necessarily indicative of results for the entire
fiscal year.
13 Weeks Ended July 3, 2005 Compared to 13 Weeks Ended June 27, 2004
The following table sets forth selected items from our operating results as a percentage of
our net sales for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
|
June 27, 2004 |
|
|
|
July 3, 2005 |
|
|
(restated) |
|
|
|
(unaudited) |
|
Net sales |
|
$ |
198,132 |
|
|
|
100.0 |
% |
|
$ |
184,673 |
|
|
|
100.0 |
% |
Cost of goods sold |
|
|
125,683 |
|
|
|
63.4 |
|
|
|
116,611 |
|
|
|
63.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
72,449 |
|
|
|
36.6 |
|
|
|
68,062 |
|
|
|
36.9 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative |
|
|
57,529 |
|
|
|
29.0 |
|
|
|
50,015 |
|
|
|
27.1 |
|
Depreciation and amortization |
|
|
3,486 |
|
|
|
1.8 |
|
|
|
2,895 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
61,015 |
|
|
|
30.8 |
|
|
|
52,910 |
|
|
|
28.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
11,434 |
|
|
|
5.8 |
|
|
|
15,152 |
|
|
|
8.2 |
|
Premium and unamortized financing
fees related to redemption of debt |
|
|
|
|
|
|
0.0 |
|
|
|
792 |
|
|
|
0.4 |
|
Interest expense, net |
|
|
1,283 |
|
|
|
0.6 |
|
|
|
1,638 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
10,151 |
|
|
|
5.1 |
|
|
|
12,722 |
|
|
|
6.9 |
|
Income taxes |
|
|
4,005 |
|
|
|
2.0 |
|
|
|
5,010 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
6,146 |
|
|
|
3.1 |
% |
|
$ |
7,712 |
|
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales. Net sales increased by $13.4 million, or 7.3%, to $198.1 million in
the 13 weeks ended July 3, 2005 from $184.7 million in the same period last year. The growth in
net sales is attributable to an increase of $7.0 million in same store sales and an increase of
$6.3 million in new store sales, net of sales for closed stores, which reflected the opening of
17 new stores, net of relocations, since March 28, 2004. Same store sales increased 3.8% in
- 15 -
the 13 weeks ended July 3, 2005 versus the 13 weeks ended June 27, 2004. On a calendar day to
calendar day basis, same store sales increased 2.6% during the second quarter of fiscal 2005. We
are providing information regarding same store sales on a calendar day to calendar day basis in
addition to a period to period basis because of the calendar shift in the fiscal quarters
associated with fiscal 2004 being a 53-week year and fiscal 2005 being a 52-week year. The total
net sales increase was due to a combination of an increase in the number of sales transactions and
a slight increase in transaction size. Store count at July 3, 2005 was 311 versus 295 at June 27,
2004. We opened three stores, one of which was a relocation, in the 13 weeks ended July 3, 2005,
and one store in the 13 weeks ended June 27, 2004. We expect to open between 15 and 17 net new
stores during fiscal 2005.
Gross Profit. Gross profit increased by $4.3 million, or 6.4%, to $72.4 million in
the 13 weeks ended July 3, 2005 from $68.1 million in the same period last year. The gross profit
margin was 36.6% in the 13 weeks ended July 3, 2005 compared to 36.9% in the same period last year.
Product selling margins, which exclude buying, occupancy and distribution costs, increased 0.1%
versus the prior period. Distribution center costs increased $1.7 million, or 0.9% of net sales,
due primarily to the commencement of rental payments for our new distribution center, higher
payroll-related costs and increased trucking expense reflecting higher gasoline prices. Store
occupancy costs also increased by $1.1 million year-over-year due mainly to new store openings.
These higher expenses were partially offset by an increase of $0.4 million in cost capitalized into
inventory for the second quarter of 2005 compared to the prior year. Also, in the 13 weeks ended July 3, 2005 we received $0.4 million in
insurance reimbursement related to flood damage to one of our stores which occurred in the first quarter of fiscal 2005.
Selling and Administrative. Selling and administrative expenses increased by $7.5 million
to $57.5 million, or 29.0% of net sales, in the 13 weeks ended July 3, 2005 from $50.0 million, or
27.1% of net sales, in the same period last year. The increase was driven by a $1.9 million
increase in legal and audit fees for the second quarter of this year, due primarily to costs
related to the restatement of our prior period financial statements (see footnote 2,
Restatement). Store-related expenses, excluding occupancy, increased by $3.0 million during the
second quarter, due primarily to an increase in store count and higher labor and benefit costs.
Workers compensation expense increased compared to the corresponding period in the
prior year due mainly to the reimbursement of excess insurance claims in the second quarter of
fiscal 2004. Advertising expense increased by $1.1 million, due mainly to the growth in our store
base since the same period last year and a shift in the timing of July 4th holiday
advertising into this years second quarter. The remaining increase was a result of various higher
administrative expenses, including $0.5 million in accrual adjustments relating to employee bonuses for fiscal 2005.
Depreciation and Amortization. Depreciation and amortization expense increased $0.6
million, or 20.4%, to $3.5 million for the 13 weeks ended July 3, 2005 from $2.9 million for the
same period last year. The higher expense was primarily due to the increase in store count to 311
stores at the end of the second quarter of fiscal 2005 from 295 stores at the end of the second
quarter of fiscal 2004
Premium and Unamortized Financing Fees Related to Redemption of Debt. There were no
premium and unamortized financing fees related to redemption of debt in the 13 weeks ended July 3,
2005. Premium and unamortized financing fees related to redemption
of debt were $0.8 million in the 13 weeks ended June 27, 2004. The $0.8 million charge in
- 16 -
the
second quarter of last year resulted from the redemption of $15.0 million face value of our 10.875%
senior notes and the related carrying value of applicable deferred financing costs and original
issue discount.
Interest Expense, Net. Interest expense, net decreased by $0.3 million, or 21.7%, to
$1.3 million in the 13 weeks ended July 3, 2005 from $1.6 million in the same period last year.
Interest expense benefited from the redemption of $15.0 million face value of our 10.875% senior
notes in the second quarter of fiscal 2004 and the remaining $33.1 million face value of our
outstanding 10.875% senior notes in the fourth quarter of fiscal 2004 through borrowings under our
lower-cost financing agreement. A reduction in overall debt levels since the beginning of fiscal
2004 also contributed to the decrease in interest expense. Because all of our 10.875% senior notes
have now been redeemed, we do not expect that our interest expense will decline as rapidly as it
has in recent periods.
Income Taxes. The provision for income taxes was $4.0 million for the 13 weeks ended
July 3, 2005 and $5.0 million for the 13 weeks ended June 27, 2004. Our effective tax rate was
39.4% for both periods.
26 Weeks Ended July 3, 2005 Compared to 26 Weeks Ended June 27, 2004
The following table sets forth selected items from our operating results as a percentage of
our net sales for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
|
June 27, 2004 |
|
|
|
July 3, 2005 |
|
|
(restated) |
|
|
|
(unaudited) |
|
Net sales |
|
$ |
388,231 |
|
|
|
100.0 |
% |
|
$ |
366,622 |
|
|
|
100.0 |
% |
Cost of goods sold |
|
|
247,954 |
|
|
|
63.9 |
|
|
|
230,330 |
|
|
|
62.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
140,277 |
|
|
|
36.1 |
|
|
|
136,292 |
|
|
|
37.2 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative |
|
|
110,180 |
|
|
|
28.4 |
|
|
|
100,351 |
|
|
|
27.4 |
|
Depreciation and amortization |
|
|
6,934 |
|
|
|
1.8 |
|
|
|
5,859 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
117,114 |
|
|
|
30.2 |
|
|
|
106,210 |
|
|
|
29.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
23,163 |
|
|
|
5.9 |
|
|
|
30,082 |
|
|
|
8.2 |
|
Premium and unamortized financing
fees related to redemption of debt |
|
|
|
|
|
|
0.0 |
|
|
|
792 |
|
|
|
0.2 |
|
Interest expense, net |
|
|
2,424 |
|
|
|
0.6 |
|
|
|
3,574 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
20,739 |
|
|
|
5.3 |
|
|
|
25,716 |
|
|
|
7.0 |
|
Income taxes |
|
|
8,179 |
|
|
|
2.1 |
|
|
|
10,128 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,560 |
|
|
|
3.2 |
% |
|
$ |
15,588 |
|
|
|
4.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
- 17 -
Net Sales. Net sales increased by $21.6 million, or 5.9%, to $388.2 million in
the 26 weeks ended July 3, 2005 from $366.6 million in the same period last year. The growth in
net sales is mainly attributable to an increase of $9.8 million in same store sales and an increase
of $11.7 million in new store sales, net of the sales for closed stores, which reflected the
opening of 18 new stores, net of relocations, since December 28, 2003. Same store sales increased
2.7% in the 26 weeks ended July 3, 2005 versus the 26 weeks ended June 27, 2004. On a calendar day
to calendar day basis, same store sales increased 2.2% during the first half of fiscal 2005. We
are providing information regarding same store sales on a calendar day to calendar day basis in
addition to a period to period basis because of the calendar shift in the fiscal quarters
associated with fiscal 2004 being a 53-week year and fiscal 2005 being a 52-week year. The total
net sales increase was due to a combination of an increase in the number of sales transactions and
a slight increase in transaction size. Store count at July 3, 2005 was 311 versus 295 at June 27,
2004. We opened four stores, including two relocated stores, in each of the 26 weeks ended July 3,
2005 and June 27, 2004. We expect to open between 15 and 17 net new stores during fiscal 2005.
Gross Profit. Gross profit increased by $4.0 million, or 2.9%, to $139.9 million in
the 26 weeks ended July 3, 2005 from $136.3 million in the same period last year. The gross profit
margin was 36.1% in the 26 weeks ended July 3, 2005 compared to 37.2% in the prior year period.
Product selling margins, which exclude buying, occupancy and distribution costs, were unchanged
from the same period last year. Inventory provisions, such as those for shrinkage and
returned merchandise, increased $1.5 million, or 0.4% of net sales, from the prior year primarily
as a result of the volume of returned goods inventories and related realizability of the
value of these returned goods. Distribution center costs increased by $2.4 million during the
period, due primarily to the commencement of rental payments for our new distribution center,
higher payroll-related costs and increased trucking expense reflecting higher gasoline prices.
Store occupancy costs increased by $1.9 million over the same period last year, due mainly to new
store openings.
Selling and Administrative. Selling and administrative expenses increased by $9.8
million to $110.2 million, or 28.4% of net sales, in the 26 weeks ended July 3, 2005 from $100.4
million, or 27.4% of net sales, in the same period last year. The increase was driven by a $2.5
million increase in legal and audit fees for the first half of fiscal 2005, due primarily to costs
related to the restatement of our prior period financial statements (see footnote 2,
Restatement). Store-related expenses, excluding occupancy, increased by $5.1 million during the
26-week period, due primarily to an increase in store count. Advertising expense increased by $1.3
million due primarily to the growth in our store base since the same period last year.
Depreciation and Amortization. Depreciation and amortization expense increased $1.0
million, or 18.3%, to $6.9 million for the 26 weeks ended July 3, 2005 from $5.9 million for the
same period last year. The higher expense this year is primarily due to the increase in store
count to 311 stores at the end of the first half of fiscal 2005 from 295 stores at the end of the
first half of fiscal 2004.
- 18 -
Premium and Unamortized Financing Fees Related to Redemption of Debt. There were no
premium and unamortized financing fees related to redemption of debt in the 26 weeks ended July 3,
2005 versus $0.8 million in the 26 weeks ended June 27, 2004. The $0.8 million charge in the first
half of last year resulted from the redemption of $15.0 million face value of our 10.875% senior
notes.
Interest Expense, Net. Interest expense, net decreased by $1.2 million, or 32.2%, to
$2.4 million in the 26 weeks ended July 3, 2005 from $3.6 million in the same period last year.
Interest expense benefited from the redemption of $15.0 million face value of our 10.875% senior
notes in the second quarter of fiscal 2004 and the remaining $33.1 million face value in the fourth
quarter of fiscal 2004 through borrowings under our lower cost financing agreement. A reduction in
overall debt levels since the beginning of fiscal 2004 also contributed to the decrease in interest
expense. Because all of our 10.875% senior notes have now been redeemed, we do not expect that our
interest expense will decline as rapidly as it has in recent periods.
Income Taxes. The provision for income taxes was $8.2 million for the 26 weeks ended
July 3, 2005 and $10.1 million for the 26 weeks ended June 27, 2004. Our effective tax rate was
39.4% for both periods.
LIQUIDITY AND CAPITAL RESOURCES
Our principal liquidity requirements are for working capital and capital expenditures. We fund
our liquidity requirements with cash on hand, cash flow from operations and borrowings under the
revolving credit facility under our financing agreement.
Operating Activities. Net cash provided by (used in) operating activities for the
first 26 weeks of fiscal 2005 and fiscal 2004 was $1.2 million and ($2.7) million, respectively.
The change between periods primarily reflects lower net income in the first half of fiscal 2005
offset by lower working capital requirements. Comparing the first half of fiscal 2005 to the
corresponding period in the prior year, the positive cash flow effect of a lower ramp-up in
inventory and lower payments from accrued liabilities was offset by a smaller reduction in
receivables.
Investing Activities. Net cash used in investing activities represents the purchase
of property and equipment. Capital expenditures for the first 26 weeks of fiscal 2005 and fiscal
2004 were $18.7 million and $3.4 million, respectively. Expenditures for our planned new
distribution center accounted for approximately $14.1 million of capital expenditures in the first
26 weeks of fiscal 2005. The balance of these expenditures was primarily for store-related
remodeling and new store openings.
Financing Activities. Net cash provided by financing activities for the first 26
weeks of fiscal 2005 and fiscal 2004 was $18.4 million and $3.6 million, respectively. The
increased cash requirement was primarily provided by the revolving credit facility under our
- 19 -
financing agreement to finance increased working capital and capital expenditures relating to
our new distribution center, new store openings, and store remodeling.
In the fourth quarter of fiscal 2004, we declared a cash dividend at an annual rate of $0.28
per share of outstanding common stock. Quarterly dividend payments of $0.07 per share were paid on
December 15, 2004, March 15, 2005, June 15, 2005 and September 15, 2005 to stockholders of record
as of December 1, 2004, March 1, 2005, June 1, 2005 and September 1, 2005, respectively. The
aggregate amount of each quarterly dividend was approximately $1.6 million. Our ability to pay
this dividend in the future will depend, in part, on compliance with the restrictions on dividends
contained in our financing agreement.
Financing Agreement. As of July 3, 2005, we had revolving credit borrowings of $87.1
million, a term loan balance of $20.0 million and letter of credit commitments of $0.5 million
outstanding under our financing agreement. These balances compare to revolving credit borrowings of
$76.5 million and letter of credit commitments of $0.5 million outstanding under our prior credit
facility and $33.1 million face value of our 10.875% senior notes outstanding as of June 27, 2004.
We redeemed $15.0 million face value of our 10.875% senior notes in the second quarter of fiscal
2004 using borrowings under our revolving credit facility. In addition, we redeemed the remaining
$33.1 million face value of these notes in the fourth quarter of 2004 using borrowings under our
financing agreement.
Our financing agreement contains various financial and other covenants, including covenants
that require us to maintain various financial ratios, restrict our ability to incur indebtedness or
to create various liens and restrict the amount of capital expenditures that we may incur. Our
financing agreement also restricts our ability to engage in mergers or acquisitions, sell assets or
pay dividends. We are currently in compliance with all covenants under our financing agreement.
We have received extensions of time from the lenders under our financing agreement to deliver
periodic financial statements as required by the financing agreement.
If we fail to make any required payment under our financing agreement or if we otherwise
default under this instrument, our debt may be accelerated under this agreement. This acceleration
could also result in the acceleration of other indebtedness that we may have outstanding at that
time.
Future
Capital Requirements. We had $7.8 million of cash at July 3, 2005 and $6.4
million at June 27, 2004. We expect capital expenditures for the remaining 26 weeks of fiscal 2005
to range from $8 to $10 million, excluding non-cash acquisitions under capital leases.
Approximately $1 million of these capital expenditures will be related to our new distribution
center. Construction has been substantially completed and we have begun the transition to the new
distribution center. We anticipate completion of construction early in the fourth quarter of
fiscal 2005, with completion of the transition expected in the first quarter of fiscal 2006.
We believe we will be able to fund our future cash requirements for operations from operating
cash flows, cash on hand and borrowings under the revolving credit facility under our financing
agreement. We believe these sources of funds will be sufficient to continue our operations and
planned capital expenditures, satisfy our scheduled payments under debt
- 20 -
obligations and pay quarterly dividends for at least the next twelve months. However, our
ability to satisfy such obligations depends upon our future performance, which in turn is subject
to general economic conditions and regional risks, and to financial, business and other factors
affecting our operations, including factors beyond our control. See Risk Factors That May Affect
Future Results and Market Price of Our Common Stock.
If we are unable to generate sufficient cash flow from operations to meet our obligations and
commitments, we will be required to refinance or restructure our indebtedness or raise additional
debt or equity capital. Additionally, we may be required to sell material assets or operations,
suspend dividend payments or delay or forego expansion opportunities. We might not be able to
affect these alternative strategies on satisfactory terms, if at all.
Contractual obligations and other commitments. Our material off-balance sheet
arrangements are operating lease obligations and letters of credit. We excluded these items from
the balance sheet in accordance with GAAP.
Operating lease commitments consist principally of leases for our retail store facilities,
distribution center and corporate offices. These leases frequently include options which permit us
to extend the terms beyond the initial fixed lease term. We intend to renegotiate those leases as
they expire. Payments for these lease commitments are provided for by cash flows generated from
operations.
In April 2004 we signed an operating lease agreement for a new distribution facility in order
to facilitate our store growth. The new distribution facility is located in Riverside, California
and has approximately 953,132 square feet of storage and office space.
Issued and outstanding letters of credit were $0.5 million at July 3, 2005, and were related
primarily to importing of merchandise and funding insurance program liabilities.
In the ordinary course of business, we enter into arrangements with vendors to purchase
merchandise in advance of expected delivery. Because most of these purchase orders do not contain
any termination payments or other penalties if cancelled, they are not included as outstanding
contractual obligations.
SEASONALITY
We experience seasonal fluctuations in our net sales and operating results. In fiscal 2004,
we generated 27.8% of our net sales and 28.8% of our operating income in the fourth fiscal quarter,
which includes the holiday selling season as well as the peak winter sports selling season. As a
result, we incur significant additional expenses in the fourth fiscal quarter due to higher
purchase volumes and increased staffing. If we miscalculate the demand for our products generally
or for our product mix during the fourth fiscal quarter, our net sales could decline, resulting in
excess inventory, which could harm our financial performance. Because a substantial portion of our
operating income is derived from our fourth fiscal quarter net sales, a shortfall in expected
fourth fiscal quarter net sales could cause our annual operating results to suffer significantly.
- 21 -
IMPACT OF ACCOUNTING PRONOUNCEMENTS
In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 151,
Inventory Costs an amendment of ARB No. 43, Chapter 4. SFAS No. 151 clarifies that abnormal
inventory costs are required to be charged to expense as incurred as opposed to being capitalized
into inventory as a product cost. SFAS No. 151 provides examples of abnormal inventory costs to
include costs of idle facilities, excess freight and handling costs, and wasted materials
(spoilage). This statement is effective for inventory costs incurred during fiscal years beginning
after June 15, 2005. While we continue to evaluate the impact of SFAS No. 151, we do not believe
the adoption of this statement will have a material impact on our consolidated financial
statements.
In December 2004, FASB issued SFAS No. 123 (Revised), Share-Based Payment (SFAS No. 123R).
SFAS No. 123R eliminates the intrinsic value method under APB No. 25 as an alternative method of
accounting for stock-based awards. SFAS No. 123R also revises the fair value-based method of
accounting for share-based payment liabilities, forfeitures and modifications of stock-based awards
and clarifies SFAS No. 123s guidance in several areas, including measuring fair value, classifying
an award as equity or as a liability and attributing compensation cost to reporting periods. In
addition, SFAS No. 123R amends SFAS No. 95, Statement of Cash Flows, to require that excess tax
benefits be reported as a financing cash inflow rather than as a reduction of taxes paid, which is
included within operating cash flows. SFAS No. 123R is effective as of the first annual reporting
period beginning after June 15, 2005. We continue to evaluate the impact of SFAS No. 123R on our
overall results of operations, financial position and cash flows. Please refer to the pro forma
disclosure under Stock-Based Compensation in Note 5 in the Notes to Unaudited Condensed
Consolidated Financial Statements for an indication of ongoing expense that will be included in the
income statement beginning in fiscal 2006 under SFAS No. 123R.
In March 2005, FASB issued Interpretation No. 47 (FIN No. 47), Accounting for Conditional
Asset Retirement Obligations, an interpretation of SFAS No. 143, Accounting for Asset Retirement
Obligations. FIN No. 47 clarifies that the term conditional asset retirement obligation as used in
SFAS No. 143 refers to a legal obligation to perform an asset retirement activity in which the
timing and/or method of settlement are conditional on a future event that may or may not be within
the control of the entity. The obligation to perform the asset retirement activity is
unconditional even though uncertainty exists about the timing and/or method of settlement. FIN No.
47 also clarifies when an entity would have sufficient information to reasonably estimate the fair
value of an asset retirement obligation. FIN No. 47 is effective no later than the end of the
fiscal year ending after December 15, 2005. Retrospective application for interim financial
information is permitted but is not required. We have not yet determined the financial statement
impact, if any, of implementing FIN No. 47.
In May 2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement
of Accounting Principles Board Opinion (APB) No. 20, Accounting Changes, and FASB Statement No.
3, Reporting Accounting Changes in Interim Financial Statements. This statement requires
retrospective application to prior periods financial statements of a change in accounting
principle. It applies both to voluntary
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changes and to changes required by an accounting pronouncement if the pronouncement does not
include specific transition provisions. APB No. 20 previously required that most voluntary changes
in accounting principles be recognized by recording the cumulative effect of a change in accounting
principle. SFAS No. 154 is effective for fiscal years beginning after December 15, 2005. We plan
to adopt this statement on January 2, 2006 and it is not expected to have a material effect on the
financial statements upon adoption.
FORWARD-LOOKING STATEMENTS
This document includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among other
things, our financial condition, our results of operations, our growth strategy and the business of
our company generally. In some cases, you can identify such statements by terminology such as
may, will, should, expects, plans, anticipates, believes, intends or other such
terminology. These forward-looking statements involve risks, uncertainties and other factors that
may cause our actual results in future periods to differ materially from forecasted results. These
risks and uncertainties include, without limitation, the risk factors set forth below and elsewhere
in this report and other risks and uncertainties more fully described in our other filings with the
SEC. We caution that the risk factors set forth in this report are not exclusive. In addition, we
conduct our business in a highly competitive and rapidly changing environment. Accordingly, new
risk factors may arise. It is not possible for management to predict all such risk factors, nor to
assess the impact of all such risk factors on our business or the extent to which any individual
risk factor, or combination of factors, may cause results to differ materially from those contained
in any forward-looking statement. We disclaim any obligation to revise or update any
forward-looking statement that may be made from time to time by us or on our behalf.
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RISK FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF OUR COMMON STOCK
Set forth below and elsewhere in this report and in other documents we file with the SEC are
risks and uncertainties that could cause actual results to differ materially from the results
contemplated by the forward-looking statements contained in this report.
Risks Related to Our Business
We are leveraged, future cash flows may not be sufficient to meet our obligations and we might
have difficulty obtaining more financing.
We have a substantial amount of debt. As of July 3, 2005, the aggregate principal amount of
our outstanding indebtedness was approximately $107.6 million, including letters of credit. Our
leveraged financial position means:
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a substantial portion of our cash flow from operations will be required to service
our indebtedness; |
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our ability to obtain financing in the future for working capital, capital
expenditures and general corporate purposes might be impeded; and |
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we are more vulnerable to economic downturns and our ability to withstand
competitive pressures is limited. |
If our business declines, our future cash flow might not be sufficient to meet our obligations
and commitments.
If we fail to make any required payment under our financing agreement, our debt may be
accelerated under this instrument. In addition, in the event of bankruptcy or insolvency or a
material breach of any covenant contained in our financing agreement, our debt may be accelerated.
This acceleration could also result in the acceleration of other indebtedness that we may have
outstanding at that time.
If we are unable to generate sufficient cash flow from operations to meet our obligations and
commitments, we will be required to refinance or restructure our indebtedness or raise additional
debt or equity capital. Additionally, we may be required to sell material assets or operations or
delay or forego expansion opportunities. These alternative strategies might not be effected on
satisfactory terms, if at all.
The terms of our financing agreement impose operating and financial restrictions on us, which may
impair our ability to respond to changing business and economic conditions.
The terms of our financing agreement impose operating and financial restrictions on us,
including, among other things, restrictions on our ability to incur additional indebtedness, create
or allow liens, pay dividends, engage in mergers, acquisitions or reorganizations or make specified
capital expenditures. For example, our ability to engage in the foregoing transactions will depend
upon, among other things, our level of indebtedness at the time of the proposed transaction and
whether we are in default under our
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financing agreement. As a result, our ability to respond to changing business and economic
conditions and to secure additional financing, if needed, may be significantly restricted, and we
may be prevented from engaging in transactions that might further our growth strategy or otherwise
benefit us without obtaining consent from our lenders. In addition, our financing agreement is
secured by a first priority security interest in our trade accounts receivable, merchandise
inventories, service marks and trademarks and other general intangible assets, including trade
names. In the event of our insolvency, liquidation, dissolution or reorganization, the lenders
under our financing agreement would be entitled to payment in full from our assets before
distributions, if any, were made to our stockholders.
If we are unable to successfully implement our controlled growth strategy or manage our growing
business, our future operating results could suffer.
One of our strategies includes opening profitable stores in new and existing markets. Our
ability to successfully implement our growth strategy could be negatively affected by any of the
following:
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suitable sites may not be available for leasing; |
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we may not be able to negotiate acceptable lease terms; |
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we might not be able to hire and retain qualified store personnel; and |
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we might not have the financial resources necessary to fund our expansion plans. |
In addition, our expansion in new and existing markets may present competitive, distribution
and merchandising challenges that differ from our current challenges. These potential new
challenges include competition among our stores, added strain on our distribution center,
additional information to be processed by our management information systems and diversion of
management attention from ongoing operations. We face additional challenges in entering new
markets, including consumers lack of awareness of us, difficulties in hiring personnel and
problems due to our unfamiliarity with local real estate markets and demographics. New markets may
also have different competitive conditions, consumer tastes and discretionary spending patterns
than our existing markets. To the extent that we are not able to meet these new challenges, our
net sales could decrease and our operating costs could increase.
Because our stores are concentrated in the western United States, we are subject to regional risks.
Our stores are located in the western United States. Because of this, we are subject to
regional risks, such as the economy, weather conditions, power outages, electricity costs and
earthquakes and other natural disasters specific to the states in which we operate. For example,
particularly in southern California where we have a high concentration of stores, seasonal factors
such as unfavorable snow conditions (such as those that occurred in the winter of 2002-2003),
inclement weather (such as the unusually heavy rains that occurred in winter 2004-2005) or other
localized conditions such as flooding, fires (such as the major fires in 2003), earthquakes or
electricity blackouts could harm our operations. State and local regulatory compliance also can
impact our financial results. If the region were to suffer an economic downturn or other adverse
regional event, our net
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sales and profitability and our ability to implement our planned expansion program could
suffer. Several of our competitors operate stores across the United States and thus are not as
vulnerable to these regional risks.
If we lose key management or are unable to attract and retain the talent required for our business,
our operating results could suffer.
Our future success depends to a significant degree on the skills, experience and efforts of
Steven G. Miller, our Chairman, President and Chief Executive Officer, and other key personnel who
are not obligated to stay with us. The loss of the services of any of these individuals could harm
our business and operations. In addition, as our business grows, we will need to attract and
retain additional qualified personnel in a timely manner and develop, train and manage an
increasing number of management level sales associates and other employees. Competition for
qualified employees could require us to pay higher wages and benefits to attract a sufficient
number of employees, and increases in the federal or applicable state minimum wage or other
employee benefits costs could increase our operating expenses. If we are unable to attract and
retain personnel as needed in the future, our net sales growth and operating results may suffer.
Our hardware and software systems are vulnerable to damage that could harm our business.
Our success, in particular our ability to successfully manage inventory levels, largely
depends upon the efficient operation of our computer hardware and software systems. We use
management information systems to track inventory information at the store level, communicate
customer information and aggregate daily sales information. These systems and our operations are
vulnerable to damage or interruption from:
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earthquake, fire, flood and other natural disasters; |
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power loss, computer systems failures, internet and telecommunications or data
network failure, operator negligence, improper operation by or supervision of
employees, physical and electronic loss of data or security breaches, misappropriation
and similar events; and |
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computer viruses. |
Any failure that causes an interruption in our operations or a decrease in inventory tracking
could result in reduced net sales and profitability.
If our suppliers do not provide sufficient quantities of products, our net sales and profitability
could suffer.
We purchase merchandise from over 750 vendors. Although we did not rely on any single vendor
for more than 6.2% of our total purchases during the fiscal year ended January 2, 2005, our
dependence on principal suppliers involves risk. Our 20 largest vendors collectively accounted for
38.6% of our total purchases during the fiscal year ended January 2, 2005. If there is a
disruption in supply from a principal supplier or distributor, we may be unable to obtain
merchandise that we desire to sell and that consumers desire to purchase. In addition, a
significant portion of the products that we purchase, including those
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purchased from domestic suppliers, are manufactured abroad. A vendor could discontinue
selling products to us at any time for reasons that may or may not be in our control. Our net
sales and profitability could decline if we are unable to promptly replace a vendor who is
unwilling or unable to satisfy our requirements with a vendor providing equally appealing products.
Disruptions at shipping ports at which our products are imported could prevent us from timely
distribution and delivery of inventory, which could reduce our sales and profitability.
From time to time, shipping ports experience capacity constraints, labor strikes, work
stoppages or other disruptions that may delay the delivery of imported products. For example, the
Port of Los Angeles, through which a substantial amount of the products manufactured abroad that we
sell are imported, has experienced delays in distribution of products being imported through the
Port to their final destination due to difficulties associated with capacity limitations. Future
disruptions at a shipping port at which our products are received, whether due to delays at the
Port of Los Angeles or otherwise, may result in delays in the transportation of such products to
our distribution center and ultimately delay the stocking of our stores with the affected
merchandise. As a result, our net sales, including same store sales, and profitability could
decline.
Because all of our stores rely on a single distribution center and we are transitioning to a new
distribution center, any disruption could reduce our net sales or increase our operating costs.
We currently rely on a single distribution center in Fontana, California. Any natural
disaster or other serious disruption to the distribution center due to fire, earthquake or any
other cause could damage a significant portion of our inventory and could materially impair both
our ability to adequately stock our stores and our net sales, including same store sales, and
profitability. If the security measures used at our distribution center do not prevent inventory
theft, our gross margin may significantly decrease.
Due to limited capacity at the current distribution center, we entered into a 10-year lease
with three five-year renewal options for a replacement distribution center in the second quarter of
fiscal 2004. Construction began on the new distribution center in the third quarter of fiscal
2004. Construction has been substantially completed and we have started the transition to the new
distribution center. We anticipate completion of construction early in the fourth quarter of
fiscal 2005, with completion of the transition in the first quarter of fiscal 2006. Any disruption
to, or delay in, this process could harm our future operations, particularly if the disruption
affected our ability to adequately stock our stores during our important fourth fiscal quarter or
increased our operating costs.
Recently enacted securities laws and regulations are likely to increase our costs.
The Sarbanes-Oxley Act of 2002 (the Act) that became law in July 2002, as well as new rules
and regulations subsequently implemented by the SEC, have required changes in some of our corporate
governance practices. In addition to final rules issued by the SEC, Nasdaq also revised its
requirements for companies that are quoted on The Nasdaq Stock Market, Inc.s National Market.
These new rules and regulations have increased our legal
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and financial compliance costs and made some activities more difficult, time consuming and/or
costly. These new rules and regulations have also made it more difficult and more expensive for us
to obtain director and officer liability insurance, and we may be required to accept reduced
coverage or incur substantially higher costs to obtain coverage. These new rules and regulations
could also make it more difficult for us to attract and retain qualified members of our board of
directors, particularly to serve on our audit committee, and qualified executive officers.
Risks Related to Our Industry
A downturn in the economy may affect consumer purchases of discretionary items, which could reduce
our net sales.
In general, our sales represent discretionary spending by our customers. Discretionary
spending is affected by many factors, including, among others, general business conditions,
interest rates, inflation, consumer debt levels, the availability of consumer credit, taxation,
electricity power rates, gasoline prices, unemployment trends and other matters that influence
consumer confidence and spending. Our customers purchases of discretionary items, including our
products, could decline during periods when disposable income is lower or periods of actual or
perceived unfavorable economic conditions. If this occurs, our net sales and profitability could
decline.
Seasonal fluctuations in the sales of sporting goods could cause our annual operating results to
suffer significantly.
We experience seasonal fluctuations in our net sales and operating results. In fiscal 2004,
we generated 27.8% of our net sales and 28.8% of our operating income in the fourth fiscal quarter,
which includes the holiday selling season as well as the peak winter sports selling season. As a
result, we incur significant additional expenses in the fourth fiscal quarter due to higher
purchase volumes and increased staffing. If we miscalculate the demand for our products generally
or for our product mix during the fourth fiscal quarter, our net sales could decline, resulting in
excess inventory, which could harm our financial performance. Because a substantial portion of our
operating income is derived from our fourth fiscal quarter net sales, a shortfall in expected
fourth fiscal quarter net sales could cause our annual operating results to suffer significantly.
Intense competition in the sporting goods industry could limit our growth and reduce our
profitability.
The retail market for sporting goods is highly fragmented and intensely competitive. We
compete directly or indirectly with the following categories of companies:
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other traditional sporting goods stores and chains; |
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mass merchandisers, discount stores and department stores, such as Wal-Mart, Kmart,
Target, Kohls, JC Penney, and Sears; |
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specialty sporting goods shops and pro shops, such as Foot Locker and Gander
Mountain; |
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sporting goods superstores, such as Dicks Sporting Goods and The Sports Authority,
Inc., and its other operating units, Oshmans, Sportmart and Gart Sports Company; and |
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catalog and internet retailers. |
Some of our competitors have a larger number of stores and greater financial, distribution,
marketing and other resources than we have. Two of our major competitors, The Sports Authority,
Inc. and Gart Sports Company (including its other operating units, Oshmans and Sportmart),
completed a merger in August 2003 and now operate under the name The Sports Authority, Inc. In
July 2004 two other sporting goods superstores combined when Dicks Sporting Goods, Inc. acquired
Galyans Trading Company, Inc. In 2004 the specialty outdoor superstores Gander Mountain Company
and Cabelas Incorporated completed initial public offerings of their common stock, increasing
their access to capital. If our competitors reduce their prices, it may be difficult for us to
reach our net sales goals without reducing our prices. As a result of this competition, we may
also need to spend more on advertising and promotion than we anticipate. If we are unable to
compete successfully, our operating results will suffer.
We may incur costs from litigation or increased regulation relating to products that we sell,
particularly firearms.
We sell products manufactured by third parties, some of which may be defective. If any
product that we sell were to cause physical injury or injury to property, the injured party or
parties could bring claims against us as the retailer of the product. Our insurance coverage may
not be adequate to cover every claim that could be asserted against us. If a successful claim were
brought against us in excess of our insurance coverage, it could harm our business. Even
unsuccessful claims could result in the expenditure of funds and management time and could have a
negative impact on our business. In addition, our products are subject to the Federal Consumer
Product Safety Act, which empowers the Consumer Product Safety Commission to protect consumers from
hazardous sporting goods and other articles. The Consumer Product Safety Commission has the
authority to exclude from the market certain consumer products that are found to be hazardous.
Similar laws exist in some states and cities in the United States. If we fail to comply with
government and industry safety standards, we may be subject to claims, lawsuits, fines and negative
publicity that could harm our operating results.
In addition, we sell firearms and ammunition, products associated with an increased risk of
injury and related lawsuits. Sales of firearms and ammunition have historically represented less
than 5% of our annual net sales. We may incur losses due to lawsuits relating to our performance
of background checks on firearms purchases as mandated by state and federal law or the improper use
of firearms sold by us, including lawsuits by municipalities or other organizations attempting to
recover costs from firearms manufacturers and retailers relating to the misuse of firearms. In
addition, in the future there may be increased federal, state or local regulation, including
taxation, of the sale of firearms in both our current markets as well as future markets in which we
may operate. Commencement of these lawsuits against us or the establishment of new regulations
could reduce our net sales and decrease our profitability.
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If we fail to anticipate changes in consumer preferences, we may experience lower net sales, higher
inventory markdowns and lower margins.
Our products must appeal to a broad range of consumers whose preferences cannot be predicted
with certainty. These preferences are also subject to change. Our success depends upon our
ability to anticipate and respond in a timely manner to trends in sporting goods merchandise and
consumers participation in sports. If we fail to identify and respond to these changes, our net
sales may decline. In addition, because we often make commitments to purchase products from our
vendors up to six months in advance of the proposed delivery, if we misjudge the market for our
merchandise, we may over-stock unpopular products and be forced to take inventory markdowns that
could have a negative impact on profitability.
Terrorism and the uncertainty of war may harm our operating results.
Terrorist attacks or acts of war may cause damage or disruption to us and our employees,
facilities, information systems, vendors, and customers, which could significantly impact our net
sales, costs and expenses and financial condition. The threat of terrorist attacks since September
11, 2001 continues to create many economic and political uncertainties. The potential for future
terrorist attacks, the national and international responses to terrorist attacks and other acts of
war or hostility may cause greater uncertainty and cause our business to suffer in ways that we
currently cannot predict. Military action taken by the United States and its allies in Iraq or
elsewhere could have a short or long term negative economic impact upon the financial markets and
our business in general.
Risks Related to Investing in Our Common Stock
The price of our common stock may be volatile.
The trading price of our common stock may fluctuate widely as a result of a number of factors,
many of which are outside our control. In addition, the stock market has experienced extreme price
and volume fluctuations that have affected the market prices of many companies. These broad market
fluctuations could adversely affect the market price of our common stock. A significant decline in
our stock price could result in substantial losses for individual stockholders and could lead to
costly and disruptive securities litigation.
Substantial amounts of our common stock could be sold in the near future, which could depress our
stock price.
We cannot predict the effect, if any, that the availability of shares of common stock for sale
will have on the market price of our common stock prevailing from time to time. At September 23,
2005, there were 22,677,627 shares of our common stock outstanding. All of these shares are freely
transferable without restriction or further registration under the federal securities laws, except
for any shares held by our affiliates, sales of which will be limited by Rule 144 under the
Securities Act of 1933. Sales of a significant number of these shares of common stock in the
public market could reduce the market price of the common stock or our ability to raise capital by
offering equity securities.
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We cannot provide assurance that we will continue to declare dividends at all or in any particular
amounts.
We intend to continue to pay quarterly dividends subject to capital availability and periodic
determinations that cash dividends are in the best interest of us and our stockholders. Our
dividend policy may be affected by, among other items, our views on potential future capital
requirements, the terms of our debt instruments, legal risks, changes in Federal income tax law and
challenges to our business model. Our dividend policy may change from time to time, and we cannot
provide assurance that we will continue to declare dividends at all or in any particular amounts.
A change in our dividend policy could have a negative effect on our stock price.
Our anti-takeover provisions could prevent or delay a change in control of our company, even if
such change of control would be beneficial to our stockholders.
Provisions of our amended and restated certificate of incorporation and amended and restated
bylaws as well as provisions of Delaware law could discourage, delay or prevent a merger,
acquisition or other change in control of our company, even if such change in control would be
beneficial to our stockholders. These provisions include:
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a board of directors that is classified such that only one-third of directors are
elected each year; |
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authorization of the issuance of blank check preferred stock that could be issued
by our board of directors to increase the number of outstanding shares and thwart a
takeover attempt; |
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limitations on the ability of stockholders to call special meetings of
stockholders; |
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prohibition of stockholder action by written consent and requiring all stockholder
actions to be taken at a meeting of our stockholders; and |
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establishment of advance notice requirements for nominations for election to the
board of directors or for proposing matters that can be acted upon by stockholders at
stockholder meetings. |
In addition, Section 203 of the Delaware General Corporations Law limits business combination
transactions with 15% stockholders that have not been approved by the board of directors. These
provisions and other similar provisions make it more difficult for a third party to acquire us
without negotiation. These provisions may apply even if the transaction may be considered
beneficial by some stockholders.
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ITEM 3. |
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QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
We are subject to risks resulting from interest rate fluctuations since interest on our
borrowings under our financing agreement are based on variable rates. If the LIBOR rate
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were to increase 1.0% as compared to the applicable rate at July 3, 2005, our interest expense
would increase $1.1 million on an annual basis, based on the outstanding balance of our financing
agreement at July 3, 2005. We do not hold any derivative instruments and do not engage in hedging
activities.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief Executive Officer and
Assistant Treasurer and Acting Controller, the latter two of whom currently are jointly performing
the functions of principal financial officer and principal accounting officer pending the
appointment of a new Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon that
evaluation, and because of the material weaknesses discussed below under Changes in Internal
Control, our Chief Executive Officer, Assistant Treasurer, and Acting Controller concluded that
our disclosure controls and procedures were not effective as of July 3, 2005.
Changes in Internal Control Over Financial Reporting
As described in our Annual Report on Form 10-K for the fiscal year ended January 2, 2005,
management conducted an assessment of the effectiveness of our internal control over financial
reporting as of January 2, 2005, based upon the Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this
assessment, management concluded that, as of January 2, 2005, we did not maintain effective
internal control over financial reporting. We identified the following material weaknesses in our
internal control over financial reporting as of January 2, 2005:
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We lacked the necessary depth of personnel with sufficient
technical accounting expertise to ensure the preparation of interim and annual
financial statements in accordance with generally accepted accounting
principles. This material weakness in internal control over financial reporting
contributed to a pervasive breakdown in the Companys interim and annual
financial reporting processes. Specifically, account reconciliation and
management review and approval controls did not operate effectively and,
accordingly, generally accepted accounting principles were not properly applied
resulting in the following: |
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Our policies and procedures did not provide for
reconciliation of certain accounts payable subaccounts correctly or on a
sufficiently frequent basis, resulting in material misstatements to
accounts payable and cost of goods sold; |
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Operating expenses were misstated because our
policies and procedures did not provide for the recognition of rent
expense over the entire lease term of our store leases and did not
provide for the recognition of landlord incentives as deferred rent, but
instead reduced the value of our leasehold improvements; |
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Inventory and cost of goods sold were misstated
because we incorrectly capitalized certain buyer related costs to
inventory, incorrectly determined the net realizable value of returned
merchandise, and recorded sales of damaged or returned merchandise as an
offset to inventory rather than as a sale; |
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Inventory and accounts payable were materially
misstated because our policies and procedures did not provide for the
recognition of all inventory in-transit at period end; |
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Revenue, cost of goods sold, inventory, and the
allowance for sales returns were misstated because we did not provide an
allowance for estimated sales returns; and |
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Accrued liabilities were misstated because our
policies and procedures did not provide for the reconciliation of
certain subaccounts timely or provide for the recognition of changes in
estimates and certain transactions in the correct accounting period. |
This material weakness resulted in the material misstatement of our
annual financial statements as of December 28, 2003, and for the fiscal years
ended December 29, 2002 and December 28, 2003, and for the interim financial
information for each of the interim periods in the fiscal year ended December
28, 2003, and for the first three interim periods in the fiscal year ended
January 2, 2005, or represented more than a remote likelihood that a material
misstatement of our annual or interim financial statements would not have
been prevented or detected. As a result, we restated our consolidated
financial statements as of December 28, 2003, and for each of the fiscal
years ended December 29, 2002 and December 28, 2003, and for each of the
interim periods in the fiscal year ended December 28, 2003, and for the first
three interim periods in the fiscal year ended January 2, 2005, to reflect
the correction of these errors in accounting.
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We did not maintain effective controls over the documentation,
review and approval of manual journal entries. Certain individuals could create
record and approve the same journal entry without regard to the dollar amount of
the transaction and without any further review or approval. In certain
instances journal entries relating to different accounts were combined in a
single compound journal entry. In other instances journal entries did not have
sufficient supporting written explanation or sufficient supporting documentation
and/or the supporting documentation had not been retained |
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for a sufficient period of time. This material weakness resulted in material
misstatements to amounts recorded for cost of goods sold, and selling and
administrative expense. These material misstatements were corrected by
restating the Companys consolidated financial statements as of December 28, 2003
and for each of the fiscal years ended December 29, 2002 and December 28, 2003,
and for each of the interim periods in the fiscal year ended December 28, 2003,
and for the first three interim periods in the fiscal year ended January 2, 2005. |
There have been no significant changes in our internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended
July 3, 2005 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting. As a result of the identification of the material
weaknesses described above, subsequent to the 13 weeks ended July 3, 2005 but prior to the filing
of this Quarterly Report, we have taken the steps described below to reasonably assure remediation
of these material weaknesses.
We have hired Barry Emerson, an individual with experience as a certified public accountant
(CPA) who we believe has a strong background in GAAP and SEC reporting to be our principal
financial officer, who will have the title of Senior Vice President, Chief Financial Officer
(CFO) and Treasurer. Mr. Emerson began employment with the Company on September 12, 2005. Upon
the completion of the filing of this Quarterly Report on Form 10-Q, Mr. Emerson will become the
Companys Senior Vice President, Chief Financial Officer and Treasurer. Prior to the completion of
this filing, Mr. Emerson served as a Senior Vice President with the Company. Mr. Emerson will be
responsible for our accounting function (including the closing of our books and records), will be
in charge of our public reporting and preparation of our financial statements, and will have
responsibility for improving internal controls. Mr. Emerson will report directly to the Chief
Executive Officer (CEO). Mr. Emerson will be in charge of our accounting department, and as
such, senior accounting department personnel, including the Acting Controller and the Assistant
Treasurer, will report to him. On August 5, 2005, we announced that we and our prior CFO had
mutually agreed that he would resign from the positions of CFO and Treasurer, effective August 5,
2005, and that he would remain a Senior Vice President. Our Acting Controller and Assistant
Treasurer currently jointly fulfill the functions of principal financial officer and principal
accounting officer, pending the appointment of Mr. Emerson as CFO. We have also retained outside
accounting consultants with significant SEC financial reporting experience to assist us. In
addition, we will hire a CPA with public reporting experience at the assistant controller level.
We also have implemented a policy requiring increased training and continuing education for certain
members of our accounting department management, including persons with the responsibilities of
CFO, controller and treasurer (including assistants).
We are in the process of instituting new procedures by which management performs account analysis and account
reconciliations on a quarterly basis. For example, we are in the process of instituting procedures designed to
enhance managements analysis and supervision of the identified accounts within accounts payable
and reconciliations relating to those accounts to provide proper support for accounting entries.
Management has designed procedures to identify and quantify buildups of
unmatched credits in these
- 34 -
accounts payable subaccounts, including any impacted by vendor returns. Management also has
designed procedures to ensure that the quarterly analysis of all reserves and any related
adjusting journal entries are supported with thorough analysis and documentation.
We have developed new journal entry procedures and policies to enhance supervision and review
of entries, segregation of duties, documentation and document retention. In particular, the
preparer of a journal entry may no longer approve his or her own journal entry. Moreover, prior to
posting, the Controllers (or Acting Controllers) approval is required for journal entries with
any line item $20,000 and higher, and the CFOs approval (or Assistant Treasurers approval prior
to the filing of the Companys Quarterly Report on Form 10-Q for the second quarter of fiscal 2005)
will be required if any line item is $100,000 or higher. Journal entries for different accounts may
not be combined or netted, all manual journal entries must include detailed descriptions and
adequate supporting documentation, and manual journal entry documentation will be retained for at
least seven years.
We will continue to implement and perform testing of these controls over the
coming fiscal quarters and we believe that these policies and procedures
will reasonably assure remediation of the material weaknesses in our internal control. Our Chief
Executive Officer and our Assistant Treasurer and Acting Controller, the latter two of whom
currently are jointly performing the functions of principal financial officer and principal
accounting officer, believe that the subsequent procedures we performed in connection with our
preparation of this Quarterly Report on Form 10-Q, including, in particular, increased review and
analysis of transactions, account balances and journal entries in the areas where weaknesses were
identified, provide reasonable assurance regarding the reliability of our financial reporting and
the preparation of our consolidated financial statements contained in this Quarterly Report on Form
10-Q.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
- 35 -
PART II OTHER INFORMATION
Item 1. Legal Proceedings
On August 12, 2005, the Company was served with a complaint filed in the California Superior
Court in the County of Los Angeles, entitled William Childers v. Sandra N. Bane, et al., Case No.
BC337945 (Childers), alleging breach of fiduciary duty, violation of our bylaws and unjust
enrichment by certain executive officers. This complaint was brought both as a purported
stockholder class action and as a purported derivative action on behalf of the Company against all
of the members of our board of directors and certain executive officers. The complaint alleges
that our directors breached their fiduciary duties and violated our bylaws by, among other things,
failing to hold an annual stockholders meeting on a timely basis and allegedly ignoring certain
unspecified internal control problems, and that certain executive officers were unjustly enriched
by their receipt of certain compensation items. The complaint seeks an order requiring that an
annual meeting of our stockholders be held, an award of unspecified damages in favor of the Company
and against the individual defendants and an award of attorneys fees. The Company believes that
the complaint is without merit and intends to defend the suit vigorously. An adverse result in
this litigation could harm our financial condition and results of operations, and the costs of
defending this litigation could have a negative impact on our results of operations. The Company
has indemnification agreements with each of its directors and executive officers. These
agreements, among other things, provide for indemnification of the Companys directors and
executive officers for expenses, judgments, fines and settlement amounts incurred by any such
person in any action or proceeding arising out of such persons services as a director or executive
officer or at our request, including as a result of this complaint, if the applicable director or
executive officer acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company.
In addition, the Company is involved in routine litigation incidental to the conduct of its
business. The Company believes that no other litigation currently pending against it will have a
material adverse impact on its business, financial position or results of operations. The Company
may enter into discussions regarding settlement of lawsuits to which it is a party if it believes
settlement is in the best interests of the Company and its stockholders. In accordance with
Statement of Financial Accounting Standards No. 5, Accounting for Contingencies, the Company has
made accruals with respect to these lawsuits, where appropriate, which are reflected in the
Companys unaudited condensed consolidated financial statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
- 36 -
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits
|
|
|
Exhibit Number |
|
Description of Document |
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer. |
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Acting Controller (jointly
performing the function of principal financial officer with the Assistant
Treasurer). |
|
|
|
31.3
|
|
Rule 13a-14(a) Certification of Assistant Treasurer (jointly
performing the function of principal financial officer with the Acting
Controller). |
|
|
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer. |
|
|
|
32.2
|
|
Section 1350 Certification of Acting Controller (jointly
performing the function of principal financial officer with the Assistant
Treasurer). |
|
|
|
32.3
|
|
Section 1350 Certification of Assistant Treasurer (jointly
performing the function of principal financial officer with the Acting
Controller) |
- 37 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
BIG 5 SPORTING GOODS CORPORATION, a Delaware corporation
|
|
Date: September 30, 2005 |
By: |
/s/ Steven G. Miller
|
|
|
|
Steven G. Miller |
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
Date: September 30, 2005 |
By: |
/s/ Elizabeth F. Chambers
|
|
|
|
Elizabeth F. Chambers |
|
|
|
Acting Controller
(Co-Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
Date: September 30, 2005 |
By: |
/s/ Thomas L. Robershaw
|
|
|
|
Thomas L. Robershaw |
|
|
|
Assistant Treasurer
(Co-Principal Financial and Accounting
Officer) |
|
|
- 38 -
exv31w1
Exhibit 31.1
CERTIFICATIONS
I, Steven G. Miller, President and Chief Executive Officer, certify that:
|
1. |
|
I have reviewed this Quarterly Report on Form 10-Q of Big 5 Sporting Goods Corporation; |
|
|
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 registrants other certifying officers 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 registrants 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 registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and |
|
5. |
|
The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
|
|
|
|
|
|
|
|
|
Date: September 30, 2005 |
|
|
|
|
|
|
|
|
|
|
/s/ Steven G. Miller |
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven G. Miller |
|
|
|
|
|
|
President and Chief
Executive Officer |
exv31w2
Exhibit 31.2
CERTIFICATIONS
I, Elizabeth F. Chambers, Acting Controller, certify that:
|
1. |
|
I have reviewed this Quarterly Report on Form 10-Q of Big 5 Sporting Goods Corporation; |
|
|
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 registrants other certifying officers 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 registrants 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 registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and |
|
5. |
|
The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
|
|
|
|
|
|
|
|
|
Date: September 30, 2005 |
|
|
|
|
|
|
|
|
|
|
/s/ Elizabeth F. Chambers |
|
|
|
|
|
|
|
|
|
|
|
|
|
Elizabeth F. Chambers |
|
|
|
|
|
|
Acting Controller (jointly
performing the function of principal |
|
|
|
|
|
|
financial officer with the Assistant Treasurer) |
exv31w3
Exhibit 31.3
CERTIFICATIONS
I, Thomas L. Robershaw, Assistant Treasurer, certify that:
|
1. |
|
I have reviewed this Quarterly Report on Form 10-Q of Big 5 Sporting Goods Corporation; |
|
|
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 registrants other certifying officers 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 registrants 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 registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and |
|
5. |
|
The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
|
|
|
|
|
|
|
|
|
Date: September 30, 2005
|
|
|
|
|
|
|
|
|
|
|
/s/ Thomas L Robershaw |
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Robershaw |
|
|
|
|
|
|
Assistant Treasurer (jointly performing the function of |
|
|
|
|
|
|
principal financial officer with the Acting Controller) |
exv32w1
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Big 5 Sporting Goods Corporation (the
Company) on Form 10-Q for the period ending July 3, 2005 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Steven G. Miller, President and
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant
to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
(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/ Steven G. Miller |
|
|
|
|
|
Steven G. Miller |
|
|
President and Chief Executive Officer |
|
|
September
30, 2005 |
|
|
A signed original of this written statement required by Section 906 has been provided to Big 5
Sporting Goods Corporation and will be retained by Big 5 Sporting Goods Corporation and furnished
to the Securities and Exchange Commission or its staff upon request.
exv32w2
Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Big 5 Sporting Goods Corporation (the
Company) on Form 10-Q for the period ending July 3, 2005 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Elizabeth F. Chambers, Acting
Controller of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of
the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
(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/ Elizabeth F. Chambers |
|
|
|
|
|
|
|
Elizabeth F. Chambers |
|
|
Acting Controller (jointly performing the function of principal financial officer with the Assistant Treasurer) |
|
|
September
30, 2005 |
|
|
A signed original of this written statement required by Section 906 has been provided to Big 5
Sporting Goods Corporation and will be retained by Big 5 Sporting Goods Corporation and furnished
to the Securities and Exchange Commission or its staff upon request.
exv32w3
Exhibit 32.3
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Big 5 Sporting Goods Corporation (the
Company) on Form 10-Q for the period ending July 3, 2005 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Thomas L. Robershaw, Assistant
Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of
the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
(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/ Thomas L. Robershaw |
|
|
|
|
|
|
|
Thomas L. Robershaw |
|
|
Assistant Treasurer (jointly performing the function of principal financial officer with the Acting Controller) |
|
|
September
30, 2005 |
|
|
A signed original of this written statement required by Section 906 has been provided to Big 5
Sporting Goods Corporation and will be retained by Big 5 Sporting Goods Corporation and furnished
to the Securities and Exchange Commission or its staff upon request.