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Section 1: 10-Q (10-Q)

Document
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended August 4, 2018
 
OR 
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    .
 
Commission File No. 001-31463
 
 
DICK'S SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
16-1241537
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)
 
345 Court Street, Coraopolis, Pennsylvania 15108
(Address of Principal Executive Offices)
 
(724) 273-3400
(Registrant's Telephone Number, including Area Code)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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
 
The number of shares of common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, outstanding as of August 24, 2018, was 76,528,022 and 24,541,123, respectively.

 
 

INDEX TO FORM 10-Q
 
Page Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2
 
 

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS 

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
(Amounts in thousands, except per share data)
 
 
13 Weeks Ended
 
26 Weeks Ended
 
 
August 4,
2018
 
July 29,
2017
 
August 4,
2018
 
July 29,
2017
Net sales
 
$
2,177,488

 
$
2,156,911

 
$
4,087,207

 
$
3,982,164

Cost of goods sold, including occupancy and distribution costs
 
1,518,207

 
1,519,689

 
2,867,557

 
2,803,076

 
 
 
 
 
 
 
 
 
GROSS PROFIT
 
659,281

 
637,222

 
1,219,650

 
1,179,088

 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
495,325

 
470,267

 
965,653

 
909,608

Pre-opening expenses
 
1,429

 
7,765

 
4,138

 
20,221

 
 
 
 
 
 
 
 
 
INCOME FROM OPERATIONS
 
162,527

 
159,190

 
249,859

 
249,259

 
 
 
 
 
 
 
 
 
Interest expense
 
3,050

 
2,216

 
5,706

 
3,480

Other income
 
(2,187
)
 
(14,470
)
 
(1,301
)
 
(17,348
)
 
 
 
 
 
 
 
 
 
INCOME BEFORE INCOME TAXES
 
161,664

 
171,444

 
245,454

 
263,127

 
 
 
 
 
 
 
 
 
Provision for income taxes
 
42,267

 
59,059

 
65,972

 
92,547

 
 
 
 
 
 
 
 
 
NET INCOME
 
$
119,397

 
$
112,385

 
$
179,482

 
$
170,580

 
 
 
 
 
 
 
 
 
EARNINGS PER COMMON SHARE:
 
 

 
 

 
 

 
 

Basic
 
$
1.21

 
$
1.04

 
$
1.79

 
$
1.56

Diluted
 
$
1.20

 
$
1.03

 
$
1.78

 
$
1.55

 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
 
 

 
 

 
 

 
 

Basic
 
98,716

 
108,175

 
100,050

 
109,308

Diluted
 
99,591

 
108,679

 
100,872

 
110,043

 
 
 
 
 
 
 
 
 
Cash dividends declared per share
 
$
0.225

 
$
0.170

 
$
0.450

 
$
0.340


See accompanying notes to unaudited consolidated financial statements.

3
 
 

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED
(Dollars in thousands)
 
 
13 Weeks Ended
 
26 Weeks Ended
 
 
August 4,
2018
 
July 29,
2017
 
August 4,
2018
 
July 29,
2017
NET INCOME
 
$
119,397

 
$
112,385

 
$
179,482

 
$
170,580

OTHER COMPREHENSIVE (LOSS) INCOME:
 
 

 
 

 
 

 
 

Foreign currency translation adjustment, net of tax
 
(20
)
 
81

 
(42
)
 
54

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME
 
(20
)
 
81

 
(42
)
 
54

COMPREHENSIVE INCOME
 
$
119,377

 
$
112,466

 
$
179,440

 
$
170,634

 
 
 
 
 
 
 
 
 
 
See accompanying notes to unaudited consolidated financial statements.



4
 
 

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - UNAUDITED
(Dollars in thousands) 
 
August 4,
2018
 
February 3,
2018
 
July 29,
2017
ASSETS
 

 
 

 
 
CURRENT ASSETS:
 

 
 

 
 
Cash and cash equivalents
$
124,270

 
$
101,253

 
$
131,615

Accounts receivable, net
63,977

 
60,107

 
86,355

Income taxes receivable
3,578

 
4,433

 
11,401

Inventories, net
1,795,794

 
1,711,103

 
1,917,912

Prepaid expenses and other current assets
137,323

 
129,189

 
130,001

Total current assets
2,124,942

 
2,006,085

 
2,277,284

 
 
 
 
 
 
Property and equipment, net
1,611,532

 
1,677,340

 
1,611,834

Intangible assets, net
133,373

 
136,587

 
137,920

Goodwill
250,476

 
250,476

 
245,126

Other assets:
 

 
 

 
 
Deferred income taxes
10,894

 
13,639

 
11,129

Other
113,941

 
119,812

 
112,018

Total other assets
124,835

 
133,451

 
123,147

TOTAL ASSETS
$
4,245,158

 
$
4,203,939

 
$
4,395,311

 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

 
 
CURRENT LIABILITIES:
 

 
 

 
 
Accounts payable
$
835,098

 
$
843,075

 
$
968,396

Accrued expenses
349,701

 
354,181

 
365,680

Deferred revenue and other liabilities
177,131

 
212,080

 
174,758

Income taxes payable
21,568

 
10,476

 
—

Current portion of other long-term debt and leasing obligations
5,233

 
5,202

 
666

Total current liabilities
1,388,731

 
1,425,014

 
1,509,500

LONG-TERM LIABILITIES:
 

 
 

 
 
Revolving credit borrowings
108,400

 
—

 
186,800

Other long-term debt and leasing obligations
57,424

 
60,084

 
4,343

Deferred income taxes
19,102

 
10,232

 
3,531

Deferred rent and other liabilities
740,275

 
767,108

 
769,877

Total long-term liabilities
925,201

 
837,424

 
964,551

COMMITMENTS AND CONTINGENCIES


 


 


STOCKHOLDERS' EQUITY:
 

 
 

 
 
Common stock
732

 
783

 
825

Class B common stock
245

 
247

 
247

Additional paid-in capital
1,195,875

 
1,177,778

 
1,157,480

Retained earnings
2,359,024

 
2,205,651

 
2,087,318

Accumulated other comprehensive loss
(120
)
 
(78
)
 
(78
)
Treasury stock, at cost
(1,624,530
)
 
(1,442,880
)
 
(1,324,532
)
Total stockholders' equity
1,931,226

 
1,941,501

 
1,921,260

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
4,245,158

 
$
4,203,939

 
$
4,395,311

 
 
 
 
 
 

See accompanying notes to unaudited consolidated financial statements.

5
 
 

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
Class B
 
Additional
 
 
 
Other
 
 
 
 
 
Common Stock
 
Common Stock
 
Paid-In
 
Retained
 
Comprehensive
 
Treasury
 
 
 
Shares
 
Dollars
 
Shares
 
Dollars
 
Capital
 
Earnings
 
Loss
 
Stock
 
Total
BALANCE, February 3, 2018
78,317,898

 
$
783

 
24,710,870

 
$
247

 
$
1,177,778

 
$
2,205,651

 
$
(78
)
 
$
(1,442,880
)
 
$
1,941,501

Adjustment for cumulative effect from change in accounting principle (ASU 2014-09)
—

 
—

 
—

 
—

 
—

 
20,488

 
—

 
—

 
20,488

Exchange of Class B common stock for common stock
169,747

 
2

 
(169,747
)
 
(2
)
 
—

 
—

 
—

 
—

 
—

Restricted stock vested
408,002

 
4

 
—

 
—

 
(4
)
 
—

 
—

 
—

 
—

Minimum tax withholding requirements
(121,144
)
 
(1
)
 
—

 
—

 
(4,005
)
 
—

 
—

 
—

 
(4,006
)
Net income
—

 
—

 
—

 
—

 
—

 
179,482

 
—

 
—

 
179,482

Stock-based compensation
—

 
—

 
—

 
—

 
22,106

 
—

 
—

 
—

 
22,106

Foreign currency translation adjustment, net of taxes of $13
—

 
—

 
—

 
—

 
—

 
—

 
(42
)
 
—

 
(42
)
Purchase of shares for treasury
(5,556,200
)
 
(56
)
 
—

 
—

 
—

 
—

 
—

 
(181,650
)
 
(181,706
)
Cash dividends declared
—

 
—

 
—

 
—

 
—

 
(46,597
)
 
—

 
—

 
(46,597
)
BALANCE, August 4, 2018
73,218,303

 
$
732

 
24,541,123

 
$
245

 
$
1,195,875

 
$
2,359,024

 
$
(120
)
 
$
(1,624,530
)
 
$
1,931,226

 
See accompanying notes to unaudited consolidated financial statements.



6
 
 

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars in thousands)
 
26 Weeks Ended
 
August 4,
2018
 
July 29,
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

Net income
$
179,482

 
$
170,580

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
120,059

 
109,085

Deferred income taxes
4,417

 
38,262

Stock-based compensation
22,106

 
16,029

Other non-cash items
466

 
361

Changes in assets and liabilities:
 

 
 

Accounts receivable
(7,315
)
 
(7,748
)
Inventories
(65,229
)
 
(279,280
)
Prepaid expenses and other assets
10,447

 
(12,986
)
Accounts payable
62,357

 
245,909

Accrued expenses
9,556

 
(2,785
)
Income taxes payable / receivable
11,947

 
(62,328
)
Deferred construction allowances
13,146

 
63,889

Deferred revenue and other liabilities
(45,550
)
 
(34,496
)
Net cash provided by operating activities
315,889

 
244,492

CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Capital expenditures
(96,515
)
 
(235,713
)
Deposits and purchases of other assets
—

 
(2,344
)
Net cash used in investing activities
(96,515
)
 
(238,057
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Revolving credit borrowings
1,162,800

 
1,748,700

Revolving credit repayments
(1,054,400
)
 
(1,561,900
)
Payments on other long-term debt and leasing obligations
(2,629
)
 
(316
)
Construction allowance receipts
—

 
—

Proceeds from exercise of stock options
—

 
16,290

Minimum tax withholding requirements
(4,006
)
 
(5,660
)
Cash paid for treasury stock
(181,706
)
 
(166,194
)
Cash dividends paid to stockholders
(46,040
)
 
(37,521
)
Decrease in bank overdraft
(70,334
)
 
(33,050
)
Net cash used in financing activities
(196,315
)
 
(39,651
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(42
)
 
54

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
23,017

 
(33,162
)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
101,253

 
164,777

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
124,270

 
$
131,615

 
 
 
 
Supplemental disclosure of cash flow information:
 

 
 

Accrued property and equipment
$
14,402

 
$
57,307

Cash paid for interest
$
5,064

 
$
2,799

Cash paid for income taxes
$
53,056

 
$
118,968

 
See accompanying notes to unaudited consolidated financial statements.

7
 
 

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation

Dick's Sporting Goods, Inc. (together with its subsidiaries, referred to as "the Company", "we", "us" and "our" unless specified otherwise) is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories through a blend of dedicated associates, in-store services and unique specialty shop-in-shops. The Company also owns and operates Golf Galaxy and Field & Stream stores, and Dick's Team Sports HQ, an all-in-one youth sports digital platform offering free league management services, mobile apps for scheduling, communication and live scorekeeping, custom uniforms and FanWear as well as access to donations and sponsorships. The Company offers its products through a content-rich eCommerce platform that is integrated with its store network and provides customers with the convenience and expertise of a 24-hour storefront. When used in this Quarterly Report on Form 10-Q, unless the context otherwise requires or otherwise specifies, any reference to "year" is to the Company's fiscal year.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the requirements for Quarterly Reports on Form 10-Q and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The interim consolidated financial statements are unaudited and have been prepared on the same basis as the annual audited consolidated financial statements. In the opinion of management, such unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the interim financial information. This unaudited interim financial information should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended February 3, 2018 as filed with the Securities and Exchange Commission on March 30, 2018. Operating results for the 13 and 26 weeks ended August 4, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending February 2, 2019 or any other period.

Recently Adopted Accounting Pronouncements

Income Taxes

In March 2018, the FASB issued ASU 2018-05, "Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118". This update provides guidance on income tax accounting implications under the Tax Cuts and Jobs Act (the "Tax Act"), which was enacted on December 22, 2017. Areas of clarification under the update are the measurement period time frame, changes in subsequent reporting periods, and reporting requirements as they relate to the Tax Act. The Company adopted ASU 2018-05 during the first quarter of fiscal 2018. The Company recorded provisional charges as a result of the Tax Act, as noted within Note 11 to the Consolidated Financial Statements of the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2018. The Company will continue to assess our estimates of cumulative temporary differences and further evaluate the provisional amounts recognized. The adoption of this guidance did not have, nor is it expected to have, a significant impact on the Company's Consolidated Financial Statements.

Contracts with Customers

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers". This update requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the update (1) specifies the accounting for some costs to obtain or fulfill a contract with a customer and (2) expands disclosure requirements related to revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers - Deferral of the Effective Date", which approved a one year deferral of ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Subsequent to the issuance of ASU 2014-09 and ASU 2015-14, the FASB has also issued additional ASU's to assist in clarifying guidance within ASU 2014-09. These updates permit the use of either the full retrospective or modified retrospective transition method. Early application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company adopted these ASU's during the first quarter of fiscal 2018. The adoption of these ASU's did not have a significant impact on our Consolidated Financial Statements. Refer to Note 6 to the unaudited Consolidated Financial Statements for additional information.


8
 
 
 
 
 
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



Stock Compensation

In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting". This update clarifies the changes to terms or conditions of a share-based payment award that require an entity to apply modification accounting. ASU 2017-09 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. Early application is permitted and prospective application is required. The Company adopted ASU 2017-09 during the first quarter of fiscal 2018. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements.

Intangibles - Goodwill and Other

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment". This update modifies the concept of impairment and simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 is effective for interim or annual goodwill impairment tests during fiscal years beginning after December 15, 2019. Early application is permitted and prospective application is required. The Company elected to early adopt ASU 2017-04 during the first quarter of fiscal 2018. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

Leases

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)". This update requires an entity to recognize lease assets and lease liabilities on the balance sheet and to disclose key information about the entity's leasing arrangements. ASU 2016-02 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018, with early application permitted. A modified retrospective approach is required. In July 2018, the FASB issued ASU 2018-10, "Codification Improvements to Topic 842, Leases," and ASU 2018-11, "Leases (Topic 842), Targeted Improvements," which affect certain aspects of the previously issued guidance. Amendments include an additional transition method that allows entities to apply the new standard on the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings, as well as a new practical expedient for lessors. The effective date and transition requirements for ASU 2018-10 and ASU 2018-11 are the same as ASU 2016-02. Early adoption is permitted. The Company is currently in the process of upgrading our existing lease management technology solution to facilitate adoption of these ASU's in fiscal 2019. We are also currently evaluating the impact of the adoption of these ASU's on the Company's Consolidated Financial Statements with anticipation that they will result in significant lease assets and related liabilities as all of the Company's retail locations and the majority of our supply chain facilities are currently categorized as operating leases. We do not anticipate that the adoption of these ASU's will have a significant impact on the Company's Consolidated Statement of Income.

2.  Store Closings
 
The calculation of accrued store closing and relocation reserves primarily includes future minimum lease payments, maintenance costs and taxes from the date of closure or relocation to the end of the remaining lease term, net of contractual or estimated sublease income. The liability is discounted using a credit-adjusted, risk-free rate of interest. The assumptions used in the calculation of the accrued store closing and relocation reserves are evaluated each quarter.
 

9
 
 
 
 
 
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



The following table summarizes the activity in fiscal 2018 and 2017 (in thousands):
 
 
26 Weeks Ended
 
 
August 4,
2018
 
July 29,
2017
Accrued store closing and relocation reserves, beginning of period
 
$
10,536

 
$
17,531

Expense charged to earnings
 
1,973

 
170

Cash payments
 
(4,654
)
 
(4,906
)
Interest accretion and other changes in assumptions
 
(378
)
 
777

Accrued store closing and relocation reserves, end of period
 
7,477

 
13,572

Less: current portion of accrued store closing and relocation reserves
 
(3,598
)
 
(5,902
)
Long-term portion of accrued store closing and relocation reserves
 
$
3,879

 
$
7,670


3.  Earnings Per Common Share
 
Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of shares of common stock outstanding, plus the effect of dilutive potential common shares outstanding during the period, using the treasury stock method. Dilutive potential common shares are stock-based awards, which include outstanding stock options, restricted stock and warrants.

The computations for basic and diluted earnings per common share are as follows (in thousands, except per share data): 
 
 
13 Weeks Ended
 
26 Weeks Ended
 
 
August 4,
2018
 
July 29,
2017
 
August 4,
2018
 
July 29,
2017
Net income
 
$
119,397

 
$
112,385

 
$
179,482

 
$
170,580

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
 
98,716

 
108,175

 
100,050

 
109,308

Dilutive effect of stock-based awards
 
875

 
504

 
822

 
735

Weighted average common shares outstanding - diluted
 
99,591

 
108,679

 
100,872

 
110,043

 
 
 
 
 
 
 
 
 
Earnings per common share - basic
 
$
1.21

 
$
1.04

 
$
1.79

 
$
1.56

Earnings per common share - diluted
 
$
1.20

 
$
1.03

 
$
1.78

 
$
1.55

 
 
 
 
 
 
 
 
 
Anti-dilutive stock-based awards excluded from diluted calculation
 
3,379

 
4,164

 
3,976

 
3,282


4.  Fair Value Measurements
 
Accounting Standard Codification ("ASC") 820, "Fair Value Measurement and Disclosures", outlines a valuation framework and creates a fair value hierarchy for assets and liabilities as follows:

Level 1:
Observable inputs such as quoted prices in active markets;
 
Level 2:
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
 
Level 3:
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
 

10
 
 
 
 
 
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



Assets measured at fair value on a recurring basis as of August 4, 2018 and February 3, 2018 are set forth in the table below (in thousands):
 
Level 1
Description
August 4,
2018
 
February 3,
2018
Assets:
 
 
 
Deferred compensation plan assets held in trust (1)
$
81,901

 
$
78,894

Total assets
$
81,901

 
$
78,894

 
 
 
 

(1) 
Consists of investments in various mutual funds made by eligible individuals as part of the Company's deferred compensation plans.

The fair value of cash and cash equivalents, accounts receivable, accounts payable, revolving credit borrowings and certain other liabilities approximated book value due to the short-term nature of these instruments at both August 4, 2018 and February 3, 2018.
 
The Company uses quoted prices in active markets to determine the fair value of the aforementioned assets determined to be Level 1 instruments. The Company's policy for recognition of transfers between levels of the fair value hierarchy is to recognize any transfer at the end of the fiscal quarter in which the determination to transfer was made. The Company did not transfer any assets or liabilities among the levels of the fair value hierarchy during the 26 weeks ended August 4, 2018 or the fiscal year ended February 3, 2018. 

5.  Subsequent Event
 
On August 24, 2018, the Company's Board of Directors authorized and declared a quarterly cash dividend in the amount of $0.225 per share on the Company's common stock and Class B common stock payable on September 28, 2018 to stockholders of record as of the close of business on September 14, 2018.

6. Revenue Recognition

On February 4, 2018, the Company adopted ASU 2014-09 ("Topic 606") using the modified retrospective approach for all contracts not completed as of the adoption date. Financial results for reporting periods beginning after February 3, 2018 are presented in accordance with Topic 606, while prior periods will continue to be reported in accordance with our pre-adoption accounting policies and therefore have not been adjusted to conform to Topic 606.

The primary impact of adopting Topic 606 relates to the timing of revenue recognition for gift card breakage. Gift card breakage prior to adoption was recognized at the point gift card redemption was deemed remote. Upon adoption, the Company now recognizes gift card breakage over time in proportion to the pattern of rights exercised by the customer. This change in accounting policy was accounted for through a cumulative effect adjustment to increase retained earnings during the first quarter of fiscal 2018. The Company reclassified $27.7 million from deferred revenue and other liabilities resulting in a cumulative effect adjustment of $20.5 million, net of tax, to retained earnings on the Company's Consolidated Balance Sheets and Consolidated Statement of Changes in Stockholders' Equity. Additionally, the adoption of Topic 606 resulted in insignificant financial statement presentation reclassifications related to our customer loyalty program and our sales return reserve. The Company does not expect the adoption of Topic 606 to have a significant impact on the Consolidated Financial Statements on a prospective basis.

In accordance with Topic 606, revenue shall be recognized upon satisfaction of all contractual performance obligations and transfer of control to the customer. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for corresponding goods or services. Substantially all of the Company's sales are single performance obligation arrangements for retail sale transactions for which the transaction price is equivalent to the stated price of the product or service, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product or service at the point of sale. Revenue from retail sales is recognized at the point of sale, net of sales tax. The Company elected the practical expedient within Topic 606 related to sales taxes that are assessed by a

11
 
 
 
 
 
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



governmental authority, which allows for the exclusion of sales tax from transaction price. Revenue from eCommerce sales, including vendor-direct sales arrangements, is recognized upon shipment of merchandise. The Company elected the practical expedient within Topic 606 related to shipping and handling costs, which allows for shipping and handling activities occurring subsequent to the transfer of control to the customer to be accounted for as fulfillment costs rather than a promised service.

A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded. Revenue from gift cards and returned merchandise credits (collectively the "cards") is deferred and recognized upon the redemption of the cards. These cards have no expiration date. Income from unredeemed cards is recognized on the Consolidated Statements of Income within net sales in proportion to the pattern of rights exercised by the customer in future periods. The Company performs an evaluation of historical redemption patterns from the date of original issuance to estimate future period redemption activity.

Deferred gift card revenue - Our gift card liability was $117.6 million and $179.5 million as of August 4, 2018 and February 3, 2018, respectively. During the 26 weeks ended August 4, 2018, we recognized $3.5 million of gift card breakage revenue and experienced approximately $62.2 million of gift card redemptions that were included in our gift card liability as of February 3, 2018. Based on the Company's historical experience, the vast majority of gift card revenue is recognized within twelve months of deferral.

Customer loyalty program - Loyalty program points are accrued at the estimated retail value per point, net of estimated breakage. We estimate the breakage of loyalty points based on historical redemption rates experienced within the loyalty program. Our customer loyalty program liability was $30.6 million and $29.9 million as of August 4, 2018 and February 3, 2018, respectively. During the 26 weeks ended August 4, 2018, we recognized approximately $23.6 million of revenue that was included in our customer loyalty program liability as of February 3, 2018. Based on the Company's customer loyalty program policies, the vast majority of program points earned are redeemed or expire within twelve months.

The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear for the periods presented (in millions):

 
 
13 Weeks Ended
 
26 Weeks Ended
 
 
August 4, 2018
 
July 29, 2017
 
August 4, 2018
 
July 29, 2017
Hardlines (1)
 
$
1,074

 
$
1,107

 
$
1,971

 
$
1,978

Apparel
 
641

 
607

 
1,192

 
1,139

Footwear
 
433

 
416

 
854

 
820

Other (2)
 
29

 
27

 
70

 
45

Total net sales
 
$
2,177

 
$
2,157

 
$
4,087

 
$
3,982


(1) 
Includes items such as sporting goods equipment, fitness equipment, golf equipment and hunting and fishing gear.

(2) 
Includes the Company's non-merchandise sales categories, including in-store services, shipping revenues and credit card processing revenues.



12
 
 


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
FORWARD-LOOKING STATEMENTS
 
We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Quarterly Report on Form 10-Q or made by our management involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Investors should not place undue reliance on forward-looking statements as a prediction of actual results. These statements can be identified as those that may predict, forecast, indicate or imply future results, performance or advancements and by forward-looking words such as "believe", "anticipate", "expect", "estimate", "predict", "intend", "plan", "project", "goal", "will", "will be", "will continue", "will result", "could", "may", "might" or any variations of such words or other words with similar meanings. Forward-looking statements address, among other things, current expectations; planned strategic investments and growth strategies, including the continued enhancement of our digital capabilities and our eCommerce platform, the development of Dick's Team Sports HQ, investments in our supply chain, and improvements in the customer experience in both stores and online; the operation of our eCommerce platform; projections of our future profitability and results of operation; plans to open new stores and remodel existing stores; investments in our associates; hunt and electronics remaining under significant pressure through the remainder of the year; plans to exit our electronics business; increasing freight expenses; the effect of changes in corporate income tax laws and tariffs; capital expenditures; plans to return capital to stockholders through dividends or share repurchases; borrowings under our credit facility; and our future financial condition.

The following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results, and could cause actual results for fiscal 2018 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this Quarterly Report on Form 10-Q or otherwise made by our management:

▪
The dependence of our business on consumer discretionary spending;

▪
Intense competition in the sporting goods industry and in retail, including the level of competitive promotional activity;

▪
Omni-channel growth and the increasing utilization of our eCommerce platform producing the anticipated benefits within the expected time frame or at all;
 
▪
Disruptions to our eCommerce platform, including interruptions, delays or downtime caused by high volumes of users or transactions; deficiencies in design or implementation; or platform enhancements;

▪
Vendors continuing to sell or increasingly selling their products directly to customers or through broadened or alternative distribution channels;

▪
Negative reactions from our customers or vendors regarding changes to our policies related to the sale of firearms and accessories;

▪
Risks that our strategic plans and initiatives may initially result in a negative impact on our financial results, or that such plans and initiatives may not achieve the desired results within the anticipated time frame or at all;

•
Our ability to predict or effectively react to changes in consumer demand or shopping patterns;

▪
Lack of available retail store sites on terms acceptable to us, our ability to leverage the flexibility within our existing real estate portfolio to capitalize on future real estate opportunities over the near and intermediate term as our leases come up for renewal, and other costs and risks relating to a brick and mortar retail store model;
 
▪
The streamlining of the Company's vendor base and execution of the Company's merchandising strategy failing to produce the anticipated benefits within the expected time frame or at all;

▪Unauthorized disclosure of sensitive or confidential customer information;


13
 
 

▪
Risks associated with our private brand offerings, including product liability and product recalls; specialty concept stores; and Dick's Team Sports HQ;

▪
Disruptions or other problems with our information systems;

▪
Our ability to access adequate capital to operate and expand our business and to respond to changing business and economic conditions;

▪
Risks and costs relating to changing laws and regulations affecting our business, including consumer products, firearms and ammunition, tax, foreign trade, labor, data protection and privacy;

▪
Our relationships with our vendors, disruptions in our or our vendors' supply chains, and increasing product costs, which could be caused by foreign trade issues (including new tariffs), currency exchange rate fluctuations, increasing prices for raw materials, foreign political instability or other reasons;

▪
Litigation risks for which we may not have sufficient insurance or other coverage;

▪
Our ability to secure and protect our trademarks and other intellectual property and defend claims of intellectual property infringement;

▪
Our ability to protect the reputation of our Company and our brands;

▪
Our ability to attract, train, engage and retain qualified leaders and associates or the loss of Mr. Edward Stack as our Chairman and Chief Executive Officer;

▪
Wage increases, which could adversely affect our financial results;

▪
Disruption at our supply chain facilities or customer support center;

▪
Performance of professional sports teams, professional team lockouts or strikes, or retirement, serious injury or scandal involving sports superstars;

▪
Weather-related disruptions and the seasonality of our business, as well as the current geographic concentration of Dick's Sporting Goods stores;

▪
Our pursuit of strategic investments or acquisitions, including the timing and costs of such investments and acquisitions; the integration of acquired businesses or companies being more difficult, time-consuming, or costly than expected; or the investments or acquisitions failing to produce the anticipated benefits within the expected time frame or at all;

▪
We are controlled by our Chairman and Chief Executive Officer and his relatives, whose interests may differ from those of our other stockholders;

▪
Our current anti-takeover provisions, which could prevent or delay a change in control of the Company; and
 
▪
Our current intention to issue quarterly cash dividends, and our repurchase activity, if any, pursuant to our share repurchase program.

The foregoing and additional risk factors are described in more detail in Item 1A. "Risk Factors" of this Quarterly Report and other reports or filings filed or furnished by us with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended February 3, 2018, filed on March 30, 2018 and Quarterly Report on Form 10-Q for the quarter ended May 5, 2018, filed on May 31, 2018. In addition, we operate in a highly competitive and rapidly changing environment; therefore, new risk factors can arise, and 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 risk factors, may cause results to differ materially from those contained in any forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are made as of this date. We do not assume any obligation and do not intend to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise except as may be required by securities laws.

14
 
 


OVERVIEW

The Company is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories through a blend of dedicated associates, in-store services and unique specialty shop-in-shops. The Company also owns and operates Golf Galaxy and Field & Stream stores, and Dick's Team Sports HQ. The Company offers its products through a content-rich eCommerce platform that is integrated with its store network and provides customers with the convenience and expertise of a 24-hour storefront. When used in this Quarterly Report on Form 10-Q, unless the context otherwise requires or specifies, any reference to "year" is to the Company's fiscal year.

The primary factors that have historically influenced the Company's profitability include the growth in its number of stores and selling square footage, the continued integration of eCommerce with brick and mortar stores, growth in consolidated same store sales, which include the Company's eCommerce business, and its strong gross profit margins. Over the last five years, the Company has grown from 527 Dick's Sporting Goods stores as of August 3, 2013 to 729 Dick's Sporting Goods stores as of August 4, 2018. The Company plans to reduce its rate of new store growth over the next few years in an effort to leverage the significant flexibility within our existing real estate portfolio to capitalize on future real estate opportunities over the near and intermediate term as those leases come up for renewal.

On January 29, 2017, we transitioned our eCommerce platform from a third-party provider to a proprietary internal platform that allows us to fully control our customer experience and optimize profitability. The Company’s focus will be to invest in our online experience through faster delivery, better pricing, more targeted marketing and continued improvements in our digital channels. Like our customers, we see retail as an omni-channel experience, where the distinctions between stores and online are becoming increasingly irrelevant. The Company's eCommerce sales penetration to total net sales has increased from approximately 6% to approximately 11% for the year-to-date periods ended August 3, 2013 and August 4, 2018, respectively. On average, over 80% of the Company's eCommerce sales are generated within brick and mortar store trade areas.

We see meaningful opportunity to drive improvements across our business and are focused on enhancing our omni-channel capabilities and elevating the customer experience across our omni-channel platform. We plan to leverage our financial strength to make critical investments in our business to improve efficiency and earnings over the long term. We will continue to strategically invest in supply chain, digital capabilities and the development of Dick’s Team Sports HQ. In addition, we intend to remain focused on improvements in the customer experience in stores and online, the continued development and marketing of our private brands, and continuing to attract and retain knowledgeable and skilled associates.

The Company's senior management focuses on certain key indicators to monitor the Company's performance, including:

▪
Consolidated same store sales performance – Our management considers same store sales, which consists of both brick and mortar and eCommerce sales, to be an important indicator of our current performance. Same store sales results are important to leverage our costs, which include occupancy costs, store payroll and other store expenses. Same store sales also have a direct impact on our total net sales, net income, cash and working capital. A store is included in the same store sales calculation during the same fiscal period that it commences its 14th full month of operations. Stores that were closed or relocated during the applicable period have been excluded from same store sales. Each relocated store is returned to the same store sales base during the fiscal period that it commences its 14th full month of operations at the new location. See further discussion of our consolidated same store sales in the "Results of Operations and Other Selected Data" section herein.

▪
Earnings before taxes and the related operating margin – Our management views earnings before taxes and operating margin as key indicators of our performance. The key drivers of earnings before taxes are same store sales, gross profit, and our ability to control selling, general and administrative expenses. 

▪
Cash flows from operating activities – Cash flow generation supports the general liquidity needs of the Company and funds capital expenditures for our omni-channel platform, distribution and administrative facilities, costs associated with continued improvement of information technology tools, potential strategic acquisitions or investments that may arise from time-to-time and stockholder return initiatives, including cash dividends and share repurchases. We typically generate significant cash flows from operating activities and proportionately higher net income levels in our fourth fiscal quarter in connection with the holiday selling season and sales of cold weather sporting goods and apparel. See further discussion of the Company's cash flows in the "Liquidity and Capital Resources and Changes in Financial Condition" section herein.


15
 
 

▪
Quality of merchandise offerings – To measure acceptance of its merchandise offerings, the Company monitors sell-throughs, inventory turns, gross margins and markdown rates at the department and style level. This analysis helps the Company manage inventory levels to reduce working capital requirements and deliver optimal gross margins by improving merchandise flow and establishing appropriate price points to minimize markdowns.

▪
Store productivity – To assess store-level performance, the Company monitors various indicators, including new store productivity, sales per square foot, store operating contribution margin and store cash flow.
 
CRITICAL ACCOUNTING POLICIES
 
As discussed in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2018, filed with the Securities and Exchange Commission on March 30, 2018, the Company considers its policies on inventory valuation, vendor allowances, goodwill and intangible assets, impairment of long-lived assets and closed store reserves, self-insurance reserves and stock-based compensation to be the most critical in understanding the judgments that are involved in preparing the Company's consolidated financial statements. There have been no changes in the Company's critical accounting policies during the quarter ended August 4, 2018.

RESULTS OF OPERATIONS AND OTHER SELECTED DATA

Executive Summary
 
▪
Earnings per diluted share of $1.20 in the current quarter increased 16.5% compared to earnings per diluted share of $1.03 during the second quarter of 2017. Net income in the current quarter totaled $119.4 million compared to $112.4 million during the second quarter of 2017.

▪
Net income in the second quarter of 2017 included $12.0 million, net of tax, or $0.11 per diluted share, of income from a contract termination payment and $4.4 million, net of tax, or $0.04 per diluted share, of costs attributable to a corporate restructuring.

▪
Net sales increased 1.0% to $2,177.5 million in the current quarter from $2,156.9 million during the second quarter of 2017, which includes a shift in the Company's fiscal calendar that favorably impacted current period net sales comparisons by approximately $49.8 million.

▪
Adjusted for the calendar shift due to the 53rd week in fiscal 2017, eCommerce sales penetration in the current quarter increased to approximately 11% of total net sales compared to approximately 9% during the second quarter of 2017, representing an increase of 12% in eCommerce sales.

▪
In the second quarter of 2018, the Company:

▪
Declared and paid a quarterly cash dividend in the amount of $0.225 per share on the Company's common stock and Class B common stock.

▪
Repurchased 2.2 million shares of common stock for $73.8 million under the currently authorized share repurchase program.


16
 
 

▪
The following table summarizes store openings and closings for the periods indicated:
 
26 Weeks Ended 
 August 4, 2018
 
26 Weeks Ended 
 July 29, 2017
 
Dick's Sporting Goods
 
Specialty Concept Stores (1)
 
Total
 
Dick's Sporting Goods
 
Specialty Concept Stores (1)
 
Total
Beginning stores
716

 
129

 
845

 
676

 
121

 
797

Q1 New stores
8

 
—

 
8

 
15

 
10

 
25

Q2 New stores
5

 
—

 
5

 
13

 
—

 
13

Closed stores
—

 
—

 
—

 
—

 
2

 
2

Ending stores
729

 
129

 
858

 
704

 
129

 
833

 
 
 
 
 
 
 
 
 
 
 
 
Relocated stores
3

 
—

 
3

 
2

 
—

 
2

 
(1) 
Includes the Company's Golf Galaxy, Field & Stream and other specialty concept stores. In some markets, we operate Dick's Sporting Goods stores adjacent to our specialty concept stores on the same property with a pass-through for customers. We refer to this format as a "combo store" and include combo store openings within both the Dick's Sporting Goods and specialty concept store reconciliations, as applicable.

The following tables present for the periods indicated selected items in the unaudited Consolidated Statements of Income as a percentage of the Company's net sales, as well as the basis point change in the percentage of net sales from the prior year's period. In addition, other data is provided to facilitate a further understanding of our business. This table should be read in conjunction with Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the accompanying unaudited Consolidated Financial Statements and related notes thereto.
 
 
 
 
 
Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year 2017-2018
 
13 Weeks Ended
 
 
August 4,
2018
 
July 29,
2017
 
Net sales (1)
100.00
%
 
100.00
%
 
N/A
Cost of goods sold, including occupancy and distribution costs (2)
69.72

 
70.46

 
(74)
Gross profit
30.28

 
29.54

 
74
Selling, general and administrative expenses (3)
22.75

 
21.80

 
95
Pre-opening expenses (4)
0.07

 
0.36

 
(29)
Income from operations
7.46

 
7.38

 
8
Interest expense
0.14

 
0.10

 
4
Other income
(0.10
)
 
(0.67
)
 
57
Income before income taxes
7.42

 
7.95

 
(53)
Provision for income taxes
1.94

 
2.74

 
(80)
Net income
5.48
%
 
5.21
%
 
27
 
 
 
 
 
 
Other Data:
 

 
 

 
 
Consolidated same store sales (decrease) increase
(1.9
%)
 
0.1
%
 
 
Number of stores at end of period (5)
858

 
833

 
 
Total square feet at end of period (5)
42,348,124

 
40,871,251

 
 


17
 
 

 
 
 
 
 
Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Year 2017-2018 (A)
 
26 Weeks Ended
 
 
August 4,
2018 (A)
 
July 29,
2017 (A)
 
Net sales (1)
100.00
%
 
100.00
%
 
N/A
Cost of goods sold, including occupancy and distribution costs (2)
70.16

 
70.39

 
(23)
Gross profit
29.84

 
29.61

 
23
Selling, general and administrative expenses (3)
23.63

 
22.84

 
79
Pre-opening expenses (4)
0.10

 
0.51

 
(41)
Income from operations
6.11

 
6.26

 
(15)
Interest expense
0.14

 
0.09

 
5
Other income
(0.03
)
 
(0.44
)
 
41
Income before income taxes
6.01

 
6.61

 
(60)
Provision for income taxes
1.61

 
2.32

 
(71)
Net income
4.39
%
 
4.28
%
 
11
 
 
 
 
 
 
Other Data:
 

 
 

 
 
Consolidated same store sales (decrease) increase
(1.4
%)
 
1.1
%
 
 
Number of stores at end of period (5)
858

 
833

 
 
Total square feet at end of period (5)
42,348,124

 
40,871,251

 
 

(A) 
Column does not add due to rounding.

(1) 
Revenue from retail sales is recognized at the point of sale, net of sales tax. Revenue from eCommerce sales, including vendor-direct sales arrangements, is recognized upon shipment of merchandise. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded. Revenue from gift cards and returned merchandise credits (collectively the "cards") is deferred and recognized upon the redemption of the cards. These cards have no expiration date. The Company adopted ASU 2014-09 ("Topic 606") on February 4, 2018. The impact of this adoption is further described within Note 6 to the unaudited Consolidated Financial Statements.

(2) 
Cost of goods sold includes: the cost of merchandise (inclusive of vendor allowances, inventory shrinkage and inventory write-downs for the lower of cost and net realizable value); freight; distribution; shipping; and store occupancy costs. The Company defines merchandise margin as net sales less the cost of merchandise sold. Store occupancy costs include rent, common area maintenance charges, real estate and other asset-based taxes, general maintenance, utilities, depreciation and certain insurance expenses.
 
(3) 
Selling, general and administrative expenses include store and field support payroll and fringe benefits, advertising, bank card charges, operating costs associated with the Company's internal eCommerce platform, information systems, marketing, legal, accounting, other store expenses and all expenses associated with operating the Company's Customer Support Center ("CSC").

(4) 
Pre-opening expenses, which consist primarily of rent, marketing, payroll and recruiting costs, are expensed as incurred. Rent is recognized within pre-opening expense from the date the Company takes possession of a site through the date of store opening.

(5) 
Includes Dick's Sporting Goods, Golf Galaxy, Field & Stream and other specialty concept stores.


18
 
 

13 Weeks Ended August 4, 2018 Compared to the 13 Weeks Ended July 29, 2017
 
Net Sales

Net sales increased 1.0% in the current quarter to $2,177.5 million from $2,156.9 million for the quarter ended July 29, 2017, due primarily to the growth of our store network and a shift in the Company's fiscal calendar, partially offset by a 1.9% decrease in consolidated same store sales. Stores that are not yet included in the comparable store base increased net sales by $59.4 million in the current quarter. Due to the 53rd week in fiscal 2017, there is a one-week shift in fiscal 2018 results as compared to fiscal 2017. In the current quarter, the seasonal timing resulting from this shift favorably impacted net sales comparisons by $49.8 million. The 1.9% decrease in consolidated same store sales reduced net sales for the quarter ended August 4, 2018 by $38.8 million. Consolidated same store sales, adjusted for the shifted retail calendar, decreased 4.0%, which includes an increase of 12% in eCommerce sales. eCommerce sales penetration increased to approximately 11% of total net sales during the current quarter compared to approximately 9% of total net sales during the quarter ended July 29, 2017.

As adjusted for the shifted retail calendar, the decrease in consolidated same store sales was driven by declines in the hunt, outdoor equipment and electronics categories, partially offset by gains in outdoor apparel. Consolidated same store sales within athletic apparel were nearly flat in the current quarter. We experienced continued significant declines in Under Armour sales resulting from their decision to expand distribution, although this decline was largely offset from a comparative sales perspective by strong sales of our private brands and other national brands. Our firearms policy changes have led to a continuing decline in our hunt business, which was a challenged category coming into fiscal 2018. We are evaluating our strategy for the hunt business across all of our banners. This may include optimizing our hunt merchandise assortment and allocating floor space to other merchandise categories that we expect to drive profitable sales growth. We are also exiting the majority of our electronics business, which is primarily fitness tracking. We expect the hunt and electronics businesses to remain under significant pressure through the remainder of the year. Consolidated same store sales results for the current quarter reflect a decrease in transactions of approximately 4.7% partially offset by an increase in sales per transaction of 0.7%.

Income from Operations
 
Income from operations increased to $162.5 million in the current quarter from $159.2 million for the quarter ended July 29, 2017.
 
Gross profit increased 3.5% to $659.3 million in the current quarter from $637.2 million for the quarter ended July 29, 2017, and increased as a percentage of net sales by 74 basis points compared to the same period last year. Merchandise margins increased 141 basis points primarily driven by an improved product cycle, fewer promotions and favorable merchandise mix as our hunt, outdoor equipment and electronics categories have significantly lower merchandise margin rates compared to other categories. This increase was partially offset by higher freight and eCommerce shipping and fulfillment costs, as well as occupancy deleverage. We expect freight costs to continue at higher levels than the prior period for the remainder of the fiscal year due to driver shortages and capacity constraints across our freight network. Occupancy costs increased $6.5 million in the current quarter from the quarter ended July 29, 2017. Our occupancy costs, which after the cost of merchandise represent our largest expense within cost of goods sold, are generally fixed in nature and fluctuate based on the number of stores that we operate. As a percentage of net sales, occupancy costs increased at a slightly higher rate than the 1.0% increase in net sales during the current quarter.

Selling, general and administrative expenses increased 5.3% to $495.3 million in the current quarter from $470.3 million for the quarter ended July 29, 2017, and increased as a percentage of net sales by 95 basis points. The increase was primarily driven by higher incentive compensation and investments in our growth initiatives to support our long-term strategy. The quarter ended July 29, 2017 included corporate restructuring charges totaling $7.1 million, which negatively impacted selling, general and administrative expenses as a percentage of net sales in the prior year comparable period by 33 basis points.

Pre-opening expenses decreased to $1.4 million in the current quarter from $7.8 million for the quarter ended July 29, 2017. Pre-opening expenses in any period fluctuate depending on the timing and number of store openings and relocations. We opened five new stores in the current quarter compared to 13 new stores during the quarter ended July 29, 2017.

Other Income

Other income totaled $2.2 million in the current quarter compared to $14.5 million of income for the quarter ended July 29, 2017. Other income for the quarter ended July 29, 2017 included $12.0 million for the receipt of a contract termination payment.

19
 
 


Income Taxes
 
The Company's effective tax rate decreased to 26.1% for the current quarter from 34.4% for the quarter ended July 29, 2017. The decrease is primarily due to a lower statutory corporate tax rate resulting from the Tax Cuts and Jobs Act (the "Tax Act"), which reduced the corporate federal income tax rate from 35% to 21%. The effective tax rate for the quarter ended July 29, 2017 included the utilization of net capital loss carryforwards totaling $12.0 million that were previously subject to a valuation allowance.

26 Weeks Ended August 4, 2018 Compared to the 26 Weeks Ended July 29, 2017

Net Sales

Net sales increased 2.6% in the current period to $4,087.2 million from $3,982.2 million for the period ended July 29, 2017, due primarily to the growth of our store network and a shift in the Company's fiscal calendar, partially offset by a 1.4% decrease in consolidated same store sales. Stores that are not yet included in the comparable store base increased net sales by $159.4 million in the current period. Due to the 53rd week in fiscal 2017, there is a one-week shift in fiscal 2018 results as compared to fiscal 2017. In the current period, the seasonal timing resulting from this shift favorably impacted net sales comparisons by $82.1 million. The 1.4% decrease in consolidated same store sales reduced net sales for the period ended August 4, 2018 by $54.4 million. Consolidated same store sales, adjusted for the shifted retail calendar, decreased 3.3%, which includes an increase of approximately 17% in eCommerce sales. eCommerce sales penetration increased to approximately 11% of total net sales during the current period compared to approximately 9% of total net sales during the period ended July 29, 2017.

As adjusted for the shifted retail calendar, the decrease in consolidated same store sales was driven by declines in the hunt, outdoor equipment and electronics categories, partially offset by gains in the outdoor apparel, fitness equipment and licensed categories. Our firearms policy changes have led to a continuing decline in our hunt business, which was a challenged category coming into fiscal 2018. We are also exiting the majority of our electronics business, which is primarily fitness tracking. We expect the hunt and electronics businesses to remain under significant pressure through the remainder of the year. Consolidated same store sales results for the current period reflect a decrease in transactions of approximately 4.4% partially offset by an increase in sales per transaction of 1.1%.

Income from Operations

Income from operations increased to $249.9 million in the current period from $249.3 million for the period ended July 29, 2017.

Gross profit increased 3.4% to $1,219.7 million for the current period from $1,179.1 million for the period ended July 29, 2017, and increased as a percentage of net sales by 23 basis points compared to the same period last year. Merchandise margins increased 85 basis points primarily driven by fewer promotions and favorable merchandise mix as our hunt, outdoor equipment and electronics categories have significantly lower merchandise margin rates compared to other categories. This increase was partially offset by higher eCommerce shipping and fulfillment costs, as well as occupancy deleverage. Occupancy costs increased $20.7 million in the current period from the period ended July 29, 2017. Our occupancy costs, which after the cost of merchandise represent our largest expense within cost of goods sold, are generally fixed in nature and fluctuate based on the number of stores that we operate. As a percentage of net sales, occupancy costs increased at a higher rate than the 2.6% increase in net sales during the current period.

Selling, general and administrative expenses increased 6.2% to $965.7 million in the current period from $909.6 million for the period ended July 29, 2017, and increased as a percentage of net sales by 79 basis points primarily driven by higher incentive compensation and investments in our growth initiatives to support our long-term strategy. The period ended July 29, 2017 included corporate restructuring charges totaling $7.1 million, which negatively impacted selling, general and administrative expenses as a percentage of net sales in the prior year comparable period by 18 basis points.
 
Pre-opening expenses decreased to $4.1 million in the current period from $20.2 million for the period ended July 29, 2017. Pre-opening expenses in any period fluctuate depending on the timing and number of new store openings and relocations. We opened 13 new stores in the current period compared to 38 new stores during the period ended July 29, 2017. The period ended July 29, 2017 included $3.5 million of costs incurred by the Company to convert The Sports Authority ("TSA") stores to Dick's Sporting Goods stores.


20
 
 

Other Income

Other income totaled $1.3 million in the current period compared to $17.3 million of income for the period ended July 29, 2017. The Company recognizes investment income / expense to reflect changes in deferred compensation plan investment values with a corresponding charge / reduction to selling, general and administrative costs for the same amount. The Company recognized investment income totaling $1.1 million in the current period compared to investment income of $5.1 million for the period ended July 29, 2017, primarily driven by an overall decline in the equity markets, which impacted the deferred compensation plan investment values. Additionally, the period ended July 29, 2017 included $12.0 million for the receipt of a contract termination payment.

Income Taxes

The Company's effective tax rate decreased to 26.9% for the current period from 35.2% for the same period last year. The decrease is primarily due to a lower statutory corporate tax rate resulting from the Tax Act, which reduced the corporate federal income tax rate from 35% to 21%, partially offset by tax expense in the current period compared to a tax benefit in the prior year period for certain share-based payments resulting from the prior year adoption of ASU 2016-09. The effective tax rate for the period ended July 29, 2017 included the utilization of net capital loss carryforwards totaling $12.0 million that were previously subject to a valuation allowance.


LIQUIDITY AND CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION

Overview

The Company has a $1.25 billion senior secured revolving credit facility (the "Credit Facility"), which also provides for up to $150 million in the form of letters of credit. Under the Credit Facility, subject to satisfaction of certain conditions, the Company may request an increase of up to $350 million in additional borrowing availability.

On August 3, 2018, the Company amended the Credit Facility to provide that all terms of an accounting or financial nature and all computations of financial amounts and ratios referenced in the Credit Facility will be made without giving effect to any lease obligation recorded pursuant to FASB ASU 2016-02, "Leases (Topic 842)", to the extent such obligation would not have been recorded as a capital lease obligation prior to adoption of ASU 2016-02.

The Company's liquidity and capital needs have generally been met by cash from operating activities supplemented by borrowings under the Company's Credit Facility as seasonally necessary. Cash flow from operations is seasonal in our business. The Company generally utilizes its Credit Facility for working capital needs based primarily on the seasonal nature of its operating cash flows, with the Company's peak borrowing level occurring early in the fourth quarter as the Company increases inventory in advance of the holiday selling season.
 
Liquidity information for the periods ended (dollars in thousands):
 
August 4,
2018
 
July 29,
2017
Funds drawn on Credit Facility
$
1,162,800

 
$
1,748,700

Number of business days with outstanding balance on Credit Facility
127 days

 
124 days

Maximum daily amount outstanding under Credit Facility
$
324,100

 
$
391,200


Liquidity information as of the periods ended (dollars in thousands):
 
August 4,
2018
 
July 29,
2017
Outstanding borrowings under Credit Facility
$
108,400

 
$
186,800

Cash and cash equivalents
$
124,270

 
$
131,615

Remaining borrowing capacity under Credit Facility
$
1,125,469

 
$
790,387

Outstanding letters of credit under Credit Facility
$
16,131

 
$
22,813

 
 
 
 


21
 
 

The Company intends to allocate capital to invest in its future growth, specifically growing and remodeling its store network and eCommerce business together to deliver an omni-channel shopping experience, as well as other long-term strategic investments while returning capital to stockholders through share repurchases and dividends. 

Capital expenditures – We expect fiscal 2018 capital expenditures to be approximately $250 million on a gross basis and approximately $225 million on a net basis, which includes tenant allowances provided by landlords. Normal capital requirements primarily relate to the development of our omni-channel platform, including investments in new and existing stores and eCommerce technology. We plan to continue to invest in technology and eCommerce fulfillment to deliver the best omni-channel customer experience in sporting goods. We plan to reduce our new stores growth rate in fiscal 2018 to 19 new Dick's Sporting Goods stores which represents a significant reduction from fiscal 2017. Approximately 50% of our Dick’s Sporting Goods stores will be up for lease renewal at our option over the next five years. We plan to leverage the significant flexibility within our existing real estate portfolio to capitalize on future real estate opportunities over the near and intermediate term as those leases come up for renewal.

Share repurchases – On March 16, 2016, the Company's Board of Directors authorized a five-year share repurchase program of up to $1 billion of the Company's common stock. During the 26 weeks ended August 4, 2018, the Company repurchased 5.6 million shares of its common stock for $181.7 million, and currently has approximately $575.1 million remaining under its current authorization that extends through 2021. The Company intends to repurchase shares from time-to-time to offset dilution and also may pursue additional repurchases of shares under favorable market conditions. Any future share repurchase programs are subject to the authorization by our Board of Directors and will be dependent upon future earnings, cash flows, financial requirements and other factors.
 
Dividends – During the 26 weeks ended August 4, 2018, the Company paid $46.0 million of dividends to its stockholders. On August 24, 2018, our Board of Directors authorized and declared a quarterly cash dividend in the amount of $0.225 per share of common stock and Class B common stock payable on September 28, 2018 to stockholders of record as of the close of business on September 14, 2018. The declaration of future dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are subject to authorization by our Board of Directors, and will be dependent upon multiple factors including future earnings, cash flows, financial requirements and other considerations.

The Company believes cash flows generated by operations and funds available under its Credit Facility will be sufficient to satisfy capital requirements, including planned capital expenditures, share repurchases and quarterly dividend payments to its stockholders through fiscal 2018. The Company may require additional funding should the Company pursue strategic acquisitions or undertake share repurchases, other investments or store expansion rates in excess of historical levels.

Changes in cash and cash equivalents are as follows (in thousands):
 
26 Weeks Ended
 
August 4,
2018
 
July 29,
2017
Net cash provided by operating activities
$
315,889

 
$
244,492

Net cash used in investing activities
(96,515
)
 
(238,057
)
Net cash used in financing activities
(196,315
)
 
(39,651
)
Effect of exchange rate changes on cash and cash equivalents
(42
)
 
54

Net increase (decrease) in cash and cash equivalents
$
23,017

 
$
(33,162
)

Operating Activities

Operating activities consist primarily of net income, adjusted for certain non-cash items and changes in operating assets and liabilities. Adjustments to net income for non-cash items include depreciation and amortization, deferred income taxes and stock-based compensation expense, as well as non-cash gains and losses on the disposal of the Company's assets. Changes in operating assets and liabilities primarily reflect changes in inventories, accounts payable and income taxes payable / receivable, as well as other working capital changes.
 
Cash provided by operating activities increased $71.4 million for the 26 weeks ended August 4, 2018 compared to the same period last year. 


22
 
 

Cash flows generated for changes in operating assets and liabilities, excluding the timing impact of cash payments for income taxes, increased $4.9 million period-over-period due primarily to the following:

▪
Changes in inventory and accounts payable increased operating cash flows by $30.5 million compared to the prior year, primarily due to improved inventory turn during the current fiscal period compared to the same period last year. The increase was partially offset by the timing of rent payments processed prior to the end of fiscal July due to the calendar shift caused by the inclusion of a 53rd week in fiscal 2017.

▪
Changes in accrued expenses increased operating cash flows by $12.3 million compared to the prior year, primarily due to year-over-year changes in incentive compensation and advertising accruals and corresponding payments.

▪
Changes in deferred construction allowances decreased operating cash flows by $50.7 million compared to the prior year, primarily due to year-over-year changes in the timing and amount of payments received for self-developed stores.
 
Investing Activities
 
Cash used in investing activities decreased $141.5 million for the 26 weeks ended August 4, 2018 compared to the same period last year, primarily due to a $139.2 million decrease in gross capital expenditures. The decrease in gross capital expenditures is primarily driven by the reduction in our new store growth rate in the current period and the construction of our fifth distribution facility during the same period last year.

Financing Activities

Financing activities consist primarily of the Company's capital return initiatives, including its share repurchase program and cash dividend payments, cash flows generated from stock option exercises and cash activity associated with our Credit Facility. Cash used in financing activities for the 26 weeks ended August 4, 2018 totaled $196.3 million compared to $39.7 million for the comparable period of the prior year. The Company had lower net Credit Facility borrowings during the 26 weeks ended August 4, 2018 compared to the same period last year.

Off-Balance Sheet Arrangements

The Company's off-balance sheet arrangements as of August 4, 2018 primarily relate to store operating leases and purchase obligations for marketing commitments, including naming rights, licenses for trademarks, minimum requirements with its third-party eCommerce fulfillment provider and technology-related and other ordinary course commitments. The Company has excluded these items from the unaudited Consolidated Balance Sheets in accordance with generally accepted accounting principles. The Company does not believe that any of these arrangements have, or are reasonably likely to have, a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or resources.

Contractual Obligations and Other Commercial Commitments
 
The Company is party to many contractual obligations that involve commitments to make payments to third parties in the ordinary course of business. For a description of the Company's contractual obligations and other commercial commitments as of February 3, 2018, see the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2018, filed with the Securities and Exchange Commission on March 30, 2018. During the current quarter, there were no material changes with respect to these contractual obligations and other commercial commitments outside the ordinary course of business.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company's market risk exposures from those reported in the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2018, filed with the Securities and Exchange Commission on March 30, 2018.
 

23
 
 

ITEM 4.  CONTROLS AND PROCEDURES
 
During the second quarter of fiscal 2018, there were no changes in the Company's internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

During the quarter, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Company's management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q, August 4, 2018.
 
There are inherent limitations in the effectiveness of any control system, including the potential for human error and the circumvention or overriding of the controls and procedures. Additionally, judgments in decision making can be faulty and breakdowns can occur because of simple errors or mistakes. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our control system can prevent or detect all errors or fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity's operating environment or deterioration in the degree of compliance with policies and procedures. 

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
 
The Company is involved in various proceedings that are incidental to the normal course of its business. As of the date of this Quarterly Report on Form 10-Q, the Company does not expect that any of such proceedings will have a material adverse effect on the Company's financial position or results of operations.

ITEM 1A.  RISK FACTORS

Except as identified below, there have been no material changes to the risk factors affecting the Company from those disclosed in Part I, Item 1A. "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended February 3, 2018, filed with the Securities and Exchange Commission on March 30, 2018. The discussion of risk factors sets forth the material risks that could affect the Company's financial condition and operations.

Reference is also made to Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements" of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

If our product costs are adversely affected by foreign trade issues (including import tariffs and other trade restrictions with China), currency exchange rate fluctuations, increasing prices for raw materials, political instability or other reasons, our sales and profitability may suffer.

A significant portion of the products that we purchase, including those purchased from domestic suppliers, as well as most of our private brand merchandise, is manufactured abroad. Foreign imports subject us to risk relating to changes in import duties, quotas, the introduction of U.S. taxes on imported goods or the extension of U.S. income taxes on our foreign suppliers' sales of imported goods through the adoption of destination-based income tax jurisdiction, loss of "most favored nation" status with the U.S., shipment delays and shipping port constraints, labor strikes, work stoppages or other disruptions, freight cost increases and economic uncertainties. Furthermore, we could face significantly higher U.S. income and similar taxes with respect to sales of products purchased from foreign suppliers if the U.S. were to adopt a system of taxation, such as a border adjustment tax, under which the cost of imported products was not deductible in determining such products' tax base. If such a tax system were adopted, we could also face higher prices for products manufactured or produced abroad that we purchase from our domestic suppliers if they were subject to such a tax. In addition, the U.S. government periodically considers other restrictions on the importation of products obtained by our vendors and us.

General trade tensions between the U.S. and China have been escalating in 2018, with one round of U.S. tariffs on Chinese goods taking effect in July 2018, a second round taking effect in August 2018, and a proposed third round the effectiveness of which has not been determined. Furthermore, China or other countries may institute retaliatory trade measures in response to existing or future tariffs imposed by the U.S. that could have a negative impact on our business. If any of these events continue

24
 
 

as described, we may need to seek alternative suppliers or vendors, raise prices, or make changes to our operations, any of which could have a material adverse effect on our sales and profitability, results of operations and financial condition.  

If any of these or other factors were to cause a disruption of trade from the countries in which our vendors' suppliers or our private brand products' manufacturers are located, our inventory levels may be reduced or the cost of our products may increase. Additionally, we could be impacted by negative publicity or, in some cases, face potential liability to the extent that any foreign manufacturers from whom we directly or indirectly purchase products utilize labor, environmental, workplace safety and other practices that vary from those commonly accepted in the U.S. Also, the prices charged by foreign manufacturers may be affected by the fluctuation of their local currency against the U.S. dollar and the price of raw materials, which could cause the cost of our products to increase and negatively impact our sales or profitability.

Harm to our reputation could adversely impact our ability to attract and retain customers and employees.
 
Negative publicity or perceptions involving the Company or our brands, products, vendors, spokespersons, or marketing and other partners may negatively impact our reputation and adversely impact our ability to attract and retain customers and employees. Failure to detect, prevent, or mitigate issues that might give rise to reputational risk or failure to adequately address negative publicity or perceptions could adversely impact our reputation, business, results of operations, and financial condition. Issues that might pose a reputational risk include an inability to achieve our omni-channel goals, including providing an eCommerce and delivery experience that meets the expectations of consumers; failure of our cyber-security measures to protect against data breaches; product liability and product recalls; our social media activity; failure to comply with applicable laws and regulations; our policies related to the sale of firearms and accessories; public stances on controversial social or political issues; and any of the other risks enumerated in these risk factors. Furthermore, the prevalence of social media may accelerate and increase the potential scope of any negative publicity we might receive and could increase the negative impact of these issues on our reputation, business, results of operations, and financial condition.

During the first quarter of 2018, the Company announced changes to its policy relating to the sale of firearms and accessories and announced its support for certain gun reform measures. The Company’s hunt business experienced an accelerated decline after this announcement and certain firearms manufacturers have indicated that they no longer intend to do business with the Company.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth repurchases of our common stock during the second quarter of 2018:
Period
 
Total Number of Shares Purchased (a)
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)
 
Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
May 6, 2018 to June 2, 2018
 
888,200

 
$
30.82

 
888,200

 
$
621,505,537

June 3, 2018 to July 7, 2018
 
891,361

 
$
35.34

 
889,988

 
$
590,052,165

July 8, 2018 to August 4, 2018
 
441,076

 
$
33.99

 
440,012

 
$
575,094,476

Total
 
2,220,637

 
$
33.27

 
2,218,200

 
 


(a) 
Includes shares withheld from employees to satisfy minimum tax withholding obligations associated with the vesting of restricted stock during the period.
(b) 
Shares repurchased as part of the Company's previously announced five-year $1 billion share repurchase program authorized by the Board of Directors on March 16, 2016.
 

25
 
 


ITEM 6.  EXHIBITS

The following exhibits are filed or furnished (as noted) as part of this Quarterly Report on Form 10-Q.

 
 
 
 
 
 
Exhibit Number
 
Description of Exhibit
 
Method of Filing
 
Third Amendment to Registrant's Amended and Restated Officers' Supplemental Savings Plan, dated as of November 21, 2011.
 
Filed herewith
 
 
 
 
 
 
Third Amendment to the Amended and Restated Credit Agreement, dated as of August 3, 2018, among Dick’s Sporting Goods, Inc. and Dick’s Merchandising & Supply Chain, Inc., as borrowers, the guarantors party thereto, Wells Fargo Bank, National Association, as letter of credit issuer and swing line lender, and the lenders party thereto.
 
Filed herewith
 
 
 
 
 
 
Certification of Edward W. Stack, Chairman and Chief Executive Officer, dated as of August 30, 2018 and made pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
 
 
 
 
 
 
Certification of Lee J. Belitsky, Executive Vice President - Chief Financial Officer, dated as of August 30, 2018 and made pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
 
 
 
 
 
 
Certification of Edward W. Stack, Chairman and Chief Executive Officer, dated as of August 30, 2018 and made pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Furnished herewith
 
 
 
 
 
 
Certification of Lee J. Belitsky, Executive Vice President - Chief Financial Officer, dated as of August 30, 2018 and made pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Furnished herewith
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
Filed herewith
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
Filed herewith
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Calculation Linkbase Document
 
Filed herewith
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Definition Linkbase Document
 
Filed herewith
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Label Linkbase Document
 
Filed herewith
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Presentation Linkbase Document
 
Filed herewith
 
 
 
 
 
 
 
 
 
 
 

26
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on August 30, 2018 on its behalf by the undersigned, thereunto duly authorized.

DICK'S SPORTING GOODS, INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ EDWARD W. STACK
 
 
 
 
 
Edward W. Stack
 
 
 
 
 
Chairman and Chief Executive Officer
 
 
 
 
 
 
 
 
By:
/s/ LEE J. BELITSKY
 
 
 
 
 
Lee J. Belitsky
 
 
 
 
 
Executive Vice President – Chief Financial Officer
 
 
 
(principal financial and accounting officer)
 
 

27
(Back To Top)

Section 2: EX-10.1 (EXHIBIT 10.1)

Exhibit


Exhibit 10.1

THIRD AMENDMENT TO THE
DICK'S SPORTING GOODS OFFICERS' SUPPLEMENTAL SAVINGS PLAN

WHEREAS, Dick's Sporting Goods, Inc. (the "Company") established the Dick's Sporting Goods Officers' Supplemental Savings Plan (the "Plan") for the benefit of certain employees;

WHEREAS, the Company wishes to amend the Plan to provide for the payment of employment taxes by the Plan;

WHEREAS, pursuant to Section 8.1 of the Plan, the Company may amend the Plan by action of its board of directors or by action of a committee to whom the Company has delegated such authority; and

WHEREAS, the Company has delegated its authority to amend the Plan to the Retirement Savings Plan Committee.

NOW, THEREFORE, the Plan is amended by adding the following sentences to the end of Section 11.4:

Notwithstanding the foregoing, in accordance with Treasury Regulation Section 1.409A-3(j)(4), the Plan may accelerate payment as necessary to pay the Federal Insurance Contributions Act (FICA) tax imposed under Code
Sections 3101 and 3121 (v)(2) on compensation deferred under the Plan; provided, however, that the total accelerated payment may not exceed the aggregate of the FICA amount and any income tax withholding related to such FICA amount. The accelerated payment will be deducted from a Participant's Retirement Account under the Plan and will be deducted pro rata from the Participant's investments under the Plan.


IN WITNESS WHEREOF, the Company has caused this Third Amendment to be executed this 21 day of November, 2011.




                                
By:
/s/ Kathryn L. Sutter
 
 
Title:
SVP, HR

    




(Back To Top)

Section 3: EX-10.2 (EXHIBIT 10.2)

Exhibit


Exhibit 10.2

EXECUTION VERSION

THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of August 3, 2018, by and among:
DICK’S SPORTING GOODS, INC., a Delaware corporation, and DICK’S MERCHANDISING & SUPPLY CHAIN, INC. (jointly and severally, individually and collectively, the “Borrower”),
the Guarantors referred to on the signature pages hereof,
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association with offices at One Boston Place, 19th Floor, Boston, Massachusetts 02108, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”) for the Credit Parties and as L/C Issuer and Swing Line Lender; and
the Lenders referred to on the signature pages hereof.

W I T N E S S E T H :

A.    Reference is made to a certain Amended and Restated Credit Agreement, dated as of August 12, 2015 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among (i) the Borrower, (ii) the Guarantors from time to time party thereto, (iii) the Lenders from time to time party thereto, and (iv) the Agent. All capitalized terms used herein, and not otherwise defined herein, shall have the meanings assigned to such terms in the Credit Agreement.
B.    The Loan Parties, the Agent, and the Lenders have agreed to amend certain terms and conditions of the Credit Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.
Amendments to Credit Agreement. The provisions of the Credit Agreement are hereby amended as follows:

(a)
Section 1.01 of the Credit Agreement is hereby amended by deleting the reference to “Financial Accounting Standards Board” in the definition of “GAAP” set forth therein and by substituting “FASB” in its stead.

(b)
Section 1.01 of the Credit Agreement is hereby amended by adding the following new definition in appropriate alphabetical order:

““FASB” means the Financial Accounting Standards Board, which promulgates accounting standards.”
(c)
Section 1.03(b) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

“Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any lease obligation recorded pursuant to the adoption of FASB ASU No. 2016-02, Leases (Topic 842), to the extent such obligation would not have been recorded as a Capital Lease Obligation prior to adoption.”
2.
Ratification of Loan Documents. Except as specifically amended by this Amendment and the other documents executed and delivered in connection herewith, all of the terms and conditions of the Credit Agreement, the Security Agreement and of the other Loan Documents shall remain in full force and effect as in effect prior to the date hereof. The Loan Parties hereby ratify, confirm, and reaffirm that all representations and warranties of such Loan Parties contained in the Credit Agreement, the Security Agreement and each other Loan Document are true and correct in all material respects on and as of the date hereof (except (i) to the extent that such representations and warranties are qualified by materiality,




in which case they are true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects, as applicable) as of such earlier date).

3.
Conditions Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Agent:

(a)
The Agent shall have received this Amendment, duly executed by the Borrower, the Guarantors, the Agent, and Lenders constituting the Required Lenders.

(b)
After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

4.
Miscellaneous.

(a)
This Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic transmission (such as pdf) shall be as effective as delivery of a manually executed counterpart of this Amendment.

(b)
This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

(c)
Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.

(d)
Each Loan Party warrants and represents that it is not relying on any representations or warranties of the Agent or the other Credit Parties or their counsel in entering into this Amendment.

(e)
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

[signature pages follow]







IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered by its proper and duly authorized officer as of the date set forth below.
BORROWERS:

DICK'S MERCHANDISING & SUPPLY CHAIN, INC.
By:
/s/ Lee J. Belitsky
Name:
Lee Belitsky
Title:
President


DICK'S SPORTING GOODS, INC.
By:
/s/ Lee J. Belitsky
Name:
Lee Belitsky
Title:
Executive Vice President - CFO


GUARANTORS:

AMERICAN SPORTS LICENSING, LLC
By:
/s/ Lee J. Belitsky
Name:
Lee Belitsky
Title:
President


DSG OF VIRGINIA, LLC
By:
/s/ Lee J. Belitsky
Name:
Lee Belitsky
Title:
President
    

GALYAN’S TRADING COMPANY, LLC

By:
Dick’s Sporting Goods, Inc., its sole member
By:
/s/ Lee J. Belitsky
Name:
Lee Belitsky
Title:
Executive Vice President - CFO
    

GOLF GALAXY, LLC
By:
/s/ Lee J. Belitsky
Name:
Lee Belitsky
Title:
Executive Vice President








GOLF GALAXY GOLFWORKS, INC.
By:
/s/ Lee J. Belitsky
Name:
Lee Belitsky
Title:
Executive Vice President


CHICK’S SPORTING GOODS, LLC

By:
Dick’s Sporting Goods, Inc., its sole member
By:
/s/ Lee J. Belitsky
Name:
Lee Belitsky
Title:
Executive Vice President - CFO
    


AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
/s/ Joseph Burt
Name:
Joseph Burt
Title:
Director



LENDERS:

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
/s/ Joseph Burt
Name:
Joseph Burt
Title:
Director
    
 
PNC BANK, NATIONAL ASSOCIATION
By:
/s/ James M. Steffy
Name:
James M. Steffy
Title:
Vice President
    

BANK OF AMERICA, N.A.
By:
/s/ Joseph Becker
Name:
Joseph Becker
Title:
Managing Director
    

JPMORGAN CHASE BANK, N.A.
By:
/s/ Thomas G. Williams
Name:
Thomas G. Williams
Title:
Authorized Officer




U.S. BANK NATIONAL ASSOCIATION
By:
/s/ David Lawrence
Name:
David Lawrence
Title:
Vice President
        

TD BANK, N.A.
By:
/s/ Nick Malatestinic
Name:
Nick Malatestinic
Title:
SVP Team Leader
    

HSBC BANK USA, N.A.
By:
/s/ Leigh A. Ingalls
Name:
Leigh A. Ingalls
Title:
Vice President
        

FIRST COMMONWEALTH BANK
By:
/s/ Stephen J. Orban
Name:
Stephen J. Orban
Title:
Senior Vice President




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Section 4: EX-31.1 (EXHIBIT 31.1)

Exhibit
Exhibit 31.1
CERTIFICATIONS
I, Edward W. Stack, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "registrant");
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ EDWARD W. STACK
Date: August 30, 2018
Edward W. Stack
 
Chairman and Chief Executive Officer
 



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Section 5: EX-31.2 (EXHIBIT 31.2)

Exhibit
Exhibit 31.2
CERTIFICATIONS
I, Lee J. Belitsky, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "registrant");
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ LEE J. BELITSKY
Date: August 30, 2018
Lee J. Belitsky
 
Executive Vice President – Chief Financial Officer
 


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Section 6: EX-32.1 (EXHIBIT 32.1)

Exhibit


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 on Form 10-Q of Dick's Sporting Goods, Inc. (the "Company") for the period ended August 4, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Edward W. Stack, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ EDWARD W. STACK
Date: August 30, 2018
Edward W. Stack
 
Chairman and Chief Executive Officer
 



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Section 7: EX-32.2 (EXHIBIT 32.2)

Exhibit


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 on Form 10-Q of Dick's Sporting Goods, Inc. (the "Company") for the period ended August 4, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lee J. Belitsky, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ LEE J. BELITSKY
Date: August 30, 2018
Lee J. Belitsky
 
Executive Vice President – Chief Financial Officer
 


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