e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|
|
|
þ |
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the quarterly period ended April 1, 2007
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 number: 000-49850
BIG 5 SPORTING GOODS CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
95-4388794 |
|
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.) |
|
|
|
2525 East El Segundo Boulevard
El Segundo, California
|
|
90245 |
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (310) 536-0611
Indicate by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
There were 22,694,167 shares of common stock, with a par value of $0.01 per share outstanding at
April 30, 2007.
BIG 5 SPORTING GOODS CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BIG 5 SPORTING GOODS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
April 1, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
ASSETS
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
6,836 |
|
|
$ |
5,145 |
|
Trade and other receivables, net of allowances of $254 and
$314, respectively |
|
|
8,867 |
|
|
|
13,146 |
|
Merchandise inventories |
|
|
233,524 |
|
|
|
228,692 |
|
Prepaid expenses |
|
|
8,003 |
|
|
|
9,857 |
|
Deferred income taxes |
|
|
8,775 |
|
|
|
9,345 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
266,005 |
|
|
|
266,185 |
|
|
|
|
|
|
|
|
Property and
equipment, net of accumulated depreciation of $95,878 and $92,236,
respectively |
|
|
87,529 |
|
|
|
88,159 |
|
Deferred income taxes |
|
|
8,156 |
|
|
|
7,795 |
|
Other assets, net of accumulated amortization of $204 and
$590, respectively |
|
|
1,095 |
|
|
|
1,107 |
|
Goodwill |
|
|
4,433 |
|
|
|
4,433 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
367,218 |
|
|
$ |
367,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
109,006 |
|
|
$ |
96,128 |
|
Accrued expenses |
|
|
56,646 |
|
|
|
66,513 |
|
Current portion of capital lease obligations |
|
|
2,035 |
|
|
|
1,995 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
167,687 |
|
|
|
164,636 |
|
|
|
|
|
|
|
|
Deferred rent, less current portion |
|
|
19,397 |
|
|
|
19,735 |
|
Capital lease obligations, less current portion |
|
|
3,081 |
|
|
|
2,992 |
|
Long-term debt |
|
|
67,457 |
|
|
|
77,086 |
|
Other long-term liabilities |
|
|
2,833 |
|
|
|
2,770 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
260,455 |
|
|
|
267,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies and subsequent events |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, authorized 50,000,000
shares;
issued 22,868,387 and 22,848,887 shares, respectively;
outstanding 22,689,167 and 22,670,367 shares, respectively |
|
|
228 |
|
|
|
228 |
|
Additional paid-in capital |
|
|
88,730 |
|
|
|
87,956 |
|
Retained earnings |
|
|
19,672 |
|
|
|
14,126 |
|
Less: Treasury stock, at cost; 179,220 and 178,520 shares,
respectively |
|
|
(1,867 |
) |
|
|
(1,850 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
106,763 |
|
|
|
100,460 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
367,218 |
|
|
$ |
367,679 |
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
- 3 -
BIG 5 SPORTING GOODS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
April 1, 2007 |
|
|
April 2, 2006 |
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
217,007 |
|
|
$ |
207,181 |
|
Cost of goods sold, buying and occupancy,
excluding
depreciation and amortization shown
separately below |
|
|
138,963 |
|
|
|
133,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
78,044 |
|
|
|
73,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Selling and administrative |
|
|
59,872 |
|
|
|
57,392 |
|
Depreciation and amortization |
|
|
4,206 |
|
|
|
4,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
64,078 |
|
|
|
61,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
13,966 |
|
|
|
11,635 |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
1,449 |
|
|
|
1,829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
12,517 |
|
|
|
9,806 |
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
4,930 |
|
|
|
3,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
7,587 |
|
|
$ |
5,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share declared |
|
$ |
0.09 |
|
|
$ |
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.33 |
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.33 |
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares of common stock
outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
22,675 |
|
|
|
22,702 |
|
|
|
|
|
|
|
|
Diluted |
|
|
22,785 |
|
|
|
22,787 |
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated
financial statements.
- 4 -
BIG 5 SPORTING GOODS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
April 1, 2007 |
|
|
April 2, 2006 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
7,587 |
|
|
$ |
5,943 |
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
4,206 |
|
|
|
4,400 |
|
Stock-based compensation |
|
|
477 |
|
|
|
374 |
|
Excess tax benefits of stock options exercised |
|
|
(72 |
) |
|
|
(61 |
) |
Amortization of deferred finance charges |
|
|
12 |
|
|
|
87 |
|
Deferred income taxes |
|
|
209 |
|
|
|
34 |
|
Gain on disposal of equipment |
|
|
|
|
|
|
(199 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Trade and other receivables, net |
|
|
4,279 |
|
|
|
2,416 |
|
Merchandise inventories |
|
|
(4,719 |
) |
|
|
(3,920 |
) |
Prepaid expenses and other assets |
|
|
1,854 |
|
|
|
(237 |
) |
Accounts payable |
|
|
13,667 |
|
|
|
14,027 |
|
Accrued expenses and other liabilities |
|
|
(10,902 |
) |
|
|
(11,833 |
) |
|
|
|
|
|
|
|
Net cash provided by operating
activities |
|
|
16,598 |
|
|
|
11,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(2,190 |
) |
|
|
(1,394 |
) |
Proceeds from disposal of equipment |
|
|
|
|
|
|
222 |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(2,190 |
) |
|
|
(1,172 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net principal payments under revolving credit
facilities and book overdraft
|
|
|
(10,418 |
) |
|
|
(7,715 |
) |
Principal payments on capital lease obligations |
|
|
(519 |
) |
|
|
(340 |
) |
Proceeds from exercise of stock options |
|
|
206 |
|
|
|
152 |
|
Excess tax benefits of stock options exercised |
|
|
72 |
|
|
|
61 |
|
Purchases of treasury stock |
|
|
(17 |
) |
|
|
|
|
Dividends paid |
|
|
(2,041 |
) |
|
|
(1,589 |
) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(12,717 |
) |
|
|
(9,431 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash
equivalents |
|
|
1,691 |
|
|
|
428 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
5,145 |
|
|
|
6,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
6,836 |
|
|
$ |
6,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of non-cash investing
activities: |
|
|
|
|
|
|
|
|
Property acquired under capital leases |
|
$ |
648 |
|
|
$ |
96 |
|
|
|
|
|
|
|
|
Property purchases accrued |
|
$ |
851 |
|
|
$ |
1,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
1,640 |
|
|
$ |
1,795 |
|
|
|
|
|
|
|
|
Income taxes paid |
|
$ |
2,640 |
|
|
$ |
4,400 |
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
- 5 -
BIG 5 SPORTING GOODS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation and Description of Business
Business
Big 5
Sporting Goods Corporation (we or the Company) is a leading sporting goods retailer in the United States, operating
344 stores in 10 western states at April 1, 2007. The Company provides a full-line product
offering in a traditional sporting goods store format that averages approximately 11,000 square
feet. The Companys product mix includes athletic shoes, apparel and accessories, as well as a
broad selection of outdoor and athletic equipment for team sports, fitness, camping, hunting,
fishing, tennis, golf, snowboarding and in-line skating. The Company is a holding company that
operates its business through Big 5 Corp., its wholly-owned subsidiary, and Big 5 Services Corp.,
which is a wholly-owned subsidiary of Big 5 Corp. Big 5 Services Corp. provides a centralized
operation for the issuance and administration of gift cards.
The accompanying unaudited condensed consolidated financial statements of the Company and its
wholly-owned subsidiaries have been prepared in accordance with accounting principles generally
accepted in the United States (GAAP) for interim financial information and are presented in
accordance with the requirements of Form 10-Q. Accordingly, these unaudited condensed consolidated
financial statements do not include all of the information and footnotes required by GAAP for
complete financial statements. These unaudited condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes thereto for the fiscal
year ended December 31, 2006 included in the Companys Annual Report on Form 10-K. In the opinion
of management, the unaudited condensed consolidated financial statements included herein contain
all adjustments, including normal recurring adjustments, considered necessary to present fairly the
Companys financial position, the results of operations and cash flows for the periods presented.
The operating results and cash flows of the interim periods presented herein are not
necessarily indicative of the results to be expected for any other interim period or the full year.
Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of
Big 5 Sporting Goods Corporation, Big 5 Corp., and Big 5 Services Corp. All significant
intercompany balances and transactions have been eliminated in consolidation.
Reporting Period
The Company follows the concept of a 52-53 week fiscal year, which ends on the Sunday nearest
December 31. Fiscal year 2007 is comprised of 52 weeks and ends on December 30, 2007. Fiscal year
2006 was comprised of 52 weeks and ended on December 31, 2006. The fiscal interim periods ended
April 1, 2007 and April 2, 2006 were comprised of 13 weeks.
- 6 -
BIG 5 SPORTING GOODS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Use of Estimates
Management of the Company has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses during the reporting
period to prepare these financial statements in conformity with GAAP. Significant items subject to
such estimates and assumptions include the carrying amount of property and equipment, intangibles
and goodwill; valuation allowances for receivables, sales returns, inventories and deferred income
tax assets; estimates related to the valuation of stock options; and obligations related to asset
retirements, litigation, workers compensation and employee benefits. Actual results could differ
significantly from these estimates under different assumptions and conditions.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current year
presentation.
The Company reclassified approximately $3.6 million, primarily representing a sales returns
allowance, from trade and other receivables to accrued expenses on the December 31, 2006 balance
sheet to conform to its presentation at April 1, 2007.
Revenue Recognition
The Company earns revenue by selling merchandise primarily through our retail stores. Also
included in revenue are sales of returned merchandise to vendors specializing in the resale of
defective or used products, which historically has accounted for less than 1% of net sales. Revenue
is recognized when merchandise is purchased by and delivered to the customer and is shown net of
estimated returns during the relevant period. The allowance for sales returns is estimated based
upon historical experience. Cash received from the sale of gift cards is recorded as a liability,
and revenue is recognized upon the redemption of the gift card or when it is determined that the
likelihood of redemption is remote and no liability to relevant jurisdictions exists.
Valuation of Merchandise Inventories
The Companys merchandise inventories are made up of finished goods and are valued at the
lower of cost or market using the weighted-average cost method that approximates the first-in,
first-out (FIFO) method. Average cost includes the direct purchase price of merchandise
inventory and allocated overhead costs associated with the Companys distribution center.
Management has evaluated the current level of inventories in comparison to planned sales volume and
other factors and, based on this evaluation, has recorded adjustments to inventory and cost of
goods sold for estimated decreases in inventory value. These adjustments are estimates, which
could vary significantly, either favorably or unfavorably, from actual results if future economic
conditions, consumer demand and competitive environments differ from our expectations. We are not
aware of any events or changes in demand or price that would indicate to us that our inventory
valuation may be materially inaccurate at this time.
- 7 -
BIG 5 SPORTING GOODS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Inventory shrinkage is accrued as a percentage of merchandise sales based on historical
inventory shrinkage trends. The Company performs physical inventories of stores and the
distribution center throughout the year. The reserve for inventory shrinkage represents an
estimate for inventory shrinkage for each location since the last physical inventory date through
the reporting date.
Income Taxes
The Company accounts for income taxes under the asset and liability method whereby deferred
tax assets and liabilities are recognized for the future tax consequences attributable to
differences between financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured using tax rates
expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect of a change in tax rates on deferred tax assets and
liabilities is recognized in income in the period that includes the enactment date. The
realizability of deferred tax assets is assessed throughout the year and a valuation allowance is
recorded if necessary to reduce net deferred tax assets to the amount more likely than not to be
realized. The Companys practice is to recognize interest accrued related to unrecognized tax
benefits in interest expense and penalties in operating expenses.
The Company files a consolidated federal income tax return and files tax returns in various
state and local jurisdictions. The Company believes that the statutes of limitations for consolidated federal
income tax returns are open for years after 2002 and state and local income tax returns are open
for years after 2001. The Company is not currently under examination by the Internal Revenue
Service or any other taxing authority except California. The California Franchise Tax Board has
concluded field work on its current examination of the Companys income tax returns for the 2003
and 2004 tax years and the Company does not anticipate that any significant changes will be
required as a result of that examination.
The Company adopted the provisions of Financial Accounting Standards Board (FASB)
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, on January 1, 2007.
The adoption of FIN 48 had no impact on the Companys deferred tax positions included in the
balance sheet as of April 1, 2007, and presently the Company has no significant unrecognized tax
benefits outstanding.
Recently Issued Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
157, Fair Value Measurements. This standard provides guidance for using fair value to measure
assets and liabilities. The standard also responds to investors requests for expanded
information about the extent to which companies measure assets and liabilities at fair value, the
information used to measure fair value, and the effect of fair value measurements on earnings. The
standard applies whenever other standards require (or permit) assets or liabilities to
- 8 -
BIG 5 SPORTING GOODS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
be measured at fair value, but does not expand the use of fair value in any new circumstances.
SFAS No. 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. There are numerous previously
issued statements dealing with fair values that are amended by SFAS No. 157. The Company is in the
process of evaluating the impact, if any, that the adoption of SFAS No. 157 will have on the
Companys consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities. SFAS No. 159 provides companies with an option to report many financial
instruments and certain other items at fair value that are not currently required to be measured at
fair value. The objective of SFAS No. 159 is to reduce both complexity in accounting for financial
instruments and the volatility in earnings caused by measuring related assets and liabilities
differently. The FASB believes that SFAS No. 159 helps to mitigate accounting-induced volatility
by enabling companies to report related assets and liabilities at fair value, which would likely
reduce the need for companies to comply with detailed rules for hedge accounting. SFAS No. 159
also establishes presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types of assets and
liabilities, and would require entities to display the fair value of those assets and liabilities
for which the company has chosen to use fair value on the face of the balance sheet. The new
statement does not eliminate disclosure requirements included in other accounting standards,
including requirements for disclosures about fair value measurements included in SFAS No. 157, Fair
Value Measurements. This statement is effective as of the beginning of an entitys first fiscal
year beginning after November 15, 2007. The Company is in the process of evaluating the impact, if
any, that the adoption of SFAS No. 159 will have on the Companys consolidated financial
statements.
There are no other accounting standards issued as of May 4, 2007 that are expected to have a
material impact on the Companys consolidated financial statements.
(2) Stock-Based Compensation
The Company accounts for its share-based compensation in accordance with SFAS No. 123(R),
Share-Based Payment. The fair value of each option on the date of grant is estimated using the
Black-Scholes method based on the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
13 Weeks Ended |
|
|
April 1, 2007 |
|
April 2, 2006 |
Risk-free interest rate |
|
|
4.9 |
% |
|
|
4.7 |
% |
Expected term |
|
6.25
years |
|
6.25
years |
Expected volatility |
|
|
43 |
% |
|
|
52 |
% |
Expected dividend yield |
|
|
1.43 |
% |
|
|
1.99 |
% |
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of
grant for periods corresponding with the expected term of the option; the expected term represents
- 9 -
BIG 5 SPORTING GOODS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
the weighted-average period of time that options granted are expected to be outstanding giving
consideration to vesting schedules and using the simplified method pursuant to Securities and
Exchange Commission (SEC) Staff Accounting Bulletin No. 107, Share-Based Payment; the expected
volatility is based upon historical volatilities of the Companys common stock, and for 2006 an
index of a peer group; and the expected dividend yield is based upon the Companys current dividend
rate and future expectations. The Company recognized approximately $0.5 million and $0.4 million
in stock-based compensation expense for the first quarter of fiscal 2007 and the first quarter of
fiscal 2006, respectively.
(3) Quarterly Dividend
A quarterly dividend of $0.07 per share was paid in the first quarter of fiscal 2006. In the
second quarter of fiscal 2006, the Companys Board of Directors authorized an increase of the
dividend to an annual rate of $0.36 per share of outstanding common stock. Quarterly dividend
payments of $0.09 per share were paid during the remainder of fiscal 2006 and the first quarter of
fiscal 2007. In the second quarter of fiscal 2007, the Companys Board of Directors declared a
quarterly cash dividend of $0.09 per share of outstanding common stock, which will be paid on June
15, 2007 to stockholders of record as of June 1, 2007.
(4) Earnings Per Share
The Company calculates earnings per share in accordance with SFAS No. 128, Earnings Per Share,
which requires a dual presentation of basic and diluted earnings per share. Basic earnings per
share is calculated by dividing net income by the weighted-average shares of common stock
outstanding during the period. Diluted earnings per share is calculated by using the
weighted-average shares of common stock outstanding adjusted to include the potentially dilutive
effect of outstanding stock options.
- 10 -
BIG 5 SPORTING GOODS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The following table sets forth the computation of basic and diluted net income per common
share:
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
April 1, 2007 |
|
|
April 2, 2006 |
|
|
|
(In thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
7,587 |
|
|
$ |
5,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares of common stock
outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
22,675 |
|
|
|
22,702 |
|
Dilutive effect of common stock
equivalents arising from stock options |
|
|
110 |
|
|
|
85 |
|
|
|
|
|
|
|
|
Diluted |
|
|
22,785 |
|
|
|
22,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.33 |
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.33 |
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
The computation of diluted earnings per share for the 13 weeks ended April 1, 2007 and the 13
weeks ended April 2, 2006 does not include 858,300 and 396,200 options, respectively, that were
outstanding and antidilutive.
(5) Contingencies
On December 1, 2006, the Company was served with a complaint filed in the California Superior
Court in the County of Orange, entitled Jack Lima v. Big 5 Sporting Goods Corporation, et al., Case
No. 06CC00243, alleging violations of the California Labor Code and the California Business and
Professions Code. This complaint was brought as a purported class action on behalf of the
Companys California store managers. The plaintiff alleges, among other things, that the Company
improperly classified store managers as exempt employees not entitled to overtime pay for work in
excess of forty hours per week and failed to provide store managers with paid meal and rest
periods. The plaintiff seeks, on behalf of the class members, back pay for overtime allegedly not
paid, pre-judgment interest, statutory penalties including an additional thirty days wages for
each employee whose employment terminated in the four years preceding the filing of the complaint,
an award of attorneys fees and costs and injunctive relief to require the Company to treat store
managers as non-exempt. The Company believes that the complaint is without merit and intends to
defend the suit vigorously. The Company is not able to evaluate the likelihood of an unfavorable
outcome or to estimate a range of potential loss in the event of an unfavorable outcome at the
present time. If resolved unfavorably to the Company, this litigation could have a material
adverse effect on the Companys financial condition, and any required change in the
- 11 -
BIG 5 SPORTING GOODS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Companys labor practices, as well as the costs of defending this litigation, could have a
negative impact on the Companys results of operations.
In addition, the Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on the Companys financial position, results of
operations or liquidity.
- 12 -
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
CRITICAL ACCOUNTING POLICIES
We believe that the following discussion addresses our critical accounting policies, which are
those that are most important to the portrayal of our financial condition.
Use of Estimates
We have made a number of estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting period to prepare
these financial statements in conformity with accounting principles generally accepted in the
United States (GAAP). Significant items subject to such estimates and assumptions include the
carrying amount of property and equipment, intangibles and goodwill; valuation allowances for
receivables, sales returns, inventories and deferred income tax assets; estimates related to the
valuation of stock options; and obligations related to asset retirements, litigation, workers
compensation and employee benefits. Actual results could differ significantly from these estimates
under different assumptions and conditions.
Revenue Recognition
We earn revenue by selling merchandise primarily through our retail stores. Also included in
revenue are sales of returned merchandise to vendors specializing in the resale of defective or
used products, which historically has accounted for less than 1% of net sales. Revenue is
recognized when merchandise is purchased by and delivered to the customer and is shown net of
estimated returns during the relevant period. The allowance for sales returns is estimated based
upon historical experience. Cash received from the sale of gift cards is recorded as a liability,
and revenue is recognized upon the redemption of the gift card or when it is determined that the
likelihood of redemption is remote and no liability to relevant jurisdictions exists.
Valuation of Merchandise Inventories
Our merchandise inventories are made up of finished goods and are valued at the lower of cost
or market using the weighted-average cost method that approximates the first-in, first-out (FIFO)
method. Average cost includes the direct purchase price of merchandise inventory and allocated
overhead costs associated with our distribution center. Management has evaluated the current level
of inventories in comparison to planned sales volume and other factors and, based on this
evaluation, has recorded adjustments to inventory and cost of goods sold for estimated decreases in
inventory value. These adjustments are estimates, which could vary significantly, either favorably
or unfavorably, from actual results if future economic conditions, consumer demand and competitive
environments differ from our expectations. We are not aware of any events or changes in
- 13 -
demand or price that would indicate to us that our inventory valuation may be materially inaccurate
at this time.
Inventory shrinkage is accrued as a percentage of merchandise sales based on historical
inventory shrinkage trends. We perform physical inventories of our stores and distribution center
throughout the year. The reserve for inventory shrinkage represents an estimate for inventory
shrinkage for each location since the last physical inventory date through the reporting date.
Valuation of Long-Lived Assets
Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of the assets to future net cash flows estimated by us to be generated by these
assets. If such assets are considered to be impaired, the impairment to be recognized is the
amount by which the carrying amount of the assets exceeds the fair value of the assets.
Leases
We lease all but one of our store locations. We account for our leases under the provisions
of SFAS No. 13, Accounting for Leases, and subsequent amendments, which require that our leases be
evaluated and classified as operating or capital leases for financial reporting purposes.
Certain leases have scheduled rent increases and certain leases include an initial period of
free or reduced rent as an inducement to enter into the lease agreement (rent holidays). We
recognize rental expense for rent increases and rent holidays on a straight-line basis over the
terms of the underlying leases, without regard to when rent payments are made. The calculation of
straight-line rent is based on the reasonably assured lease term as defined in SFAS No. 98,
Accounting for Leases: Sales-Leaseback Transactions Involving Real Estate, Sales-Type Leases of
Real Estate, Definition of the Lease Term, and Initial Direct Costs of Direct Financing Leasesan
amendment of FASB Statements No. 13, 66 and 91 and a rescission of FASB Statement No. 26 and
Technical Bulletin No. 79-11. This amended definition of the lease term may exceed the initial
non-cancelable lease term.
Certain leases also may provide for payments based on future sales volumes at the leased
location, which are not measurable at the inception of the lease. In accordance with SFAS No. 29,
Determining Contingent Rentals, an amendment of FASB Statement No. 13, these contingent rents are
expensed as they accrue.
- 14 -
RESULTS OF OPERATIONS
The results of the interim periods are not necessarily indicative of results for the entire
fiscal year.
13 Weeks Ended April 1, 2007 Compared to 13 Weeks Ended April 2, 2006
The following table sets forth selected items from our operating results as a percentage of
our net sales for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended |
|
|
|
April 1, 2007 |
|
|
April 2, 2006 |
|
|
|
|
|
|
|
(In thousands, except percentages) |
|
|
|
|
|
|
Net sales |
|
$ |
217,007 |
|
|
|
100.0 |
% |
|
$ |
207,181 |
|
|
|
100.0 |
% |
Costs of goods sold |
|
|
138,963 |
|
|
|
64.0 |
|
|
|
133,754 |
|
|
|
64.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
78,044 |
|
|
|
36.0 |
|
|
|
73,427 |
|
|
|
35.4 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative |
|
|
59,872 |
|
|
|
27.6 |
|
|
|
57,392 |
|
|
|
27.7 |
|
Depreciation and amortization |
|
|
4,206 |
|
|
|
1.9 |
|
|
|
4,400 |
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
64,078 |
|
|
|
29.5 |
|
|
|
61,792 |
|
|
|
29.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
13,966 |
|
|
|
6.5 |
|
|
|
11,635 |
|
|
|
5.6 |
|
Interest expense |
|
|
1,449 |
|
|
|
0.7 |
|
|
|
1,829 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
12,517 |
|
|
|
5.8 |
|
|
|
9,806 |
|
|
|
4.7 |
|
Income taxes |
|
|
4,930 |
|
|
|
2.3 |
|
|
|
3,863 |
|
|
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
7,587 |
|
|
|
3.5 |
% |
|
$ |
5,943 |
|
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales. Net sales increased by $9.8 million, or 4.7%, to $217.0 million in the 13
weeks ended April 1, 2007 from $207.2 million in the same period last year. The growth in net
sales was mainly attributable to an increase of $1.7 million in same store sales and an increase of
$7.7 million in new store sales, net of sales for closed stores, which reflected the opening of 20
new stores, net of relocations, since January 2, 2006. Same store sales increased 1.0% in the 13
weeks ended April 1, 2007 versus the 13 weeks ended April 2, 2006. The increase in net sales for
the 13 weeks ended April 1, 2007 was attributable to higher sales in each of our three major
merchandise categories of footwear, hard goods and apparel. Store count at April 1, 2007 was 344
versus 326 at April 2, 2006. We opened 1 new store, net of closures and relocations, in the 13
weeks ended April 1, 2007, and opened 2 new stores in the 13 weeks ended April 2, 2006. We expect
to open approximately 20 new stores during fiscal 2007, net of closures and relocations.
Gross Profit. Gross profit increased by $4.6 million, or 6.3%, to $78.0 million in
the 13 weeks ended April 1, 2007 from $73.4 million in the 13 weeks ended April 2, 2006. Our gross
profit margin was 36.0% in the 13 weeks ended April 1, 2007 compared to 35.4% in the same period
last year. Product selling margins, which exclude buying, occupancy and distribution costs,
increased by approximately 80 basis points versus the same period in the prior year, primarily due
to sales of winter merchandise earlier in the quarter at higher
- 15 -
margins along with improved margins for various other product categories. Distribution center
costs during the first quarter decreased $2.2 million, or 127 basis points, due primarily to
additional costs in the prior year associated with completing the transition to the Companys new
distribution center. Store occupancy costs increased by $1.0 million, or 18 basis points,
year-over-year due mainly to new store openings. Distribution center costs capitalized into
inventory decreased by $2.4 million, or 113 basis points, compared to the same period last year due
primarily to increasing costs in the prior year associated with the transition to our new larger
distribution center.
Selling and Administrative. Selling and administrative expenses increased by $2.5
million to $59.9 million, or 27.6% of net sales, in the 13 weeks ended April 1, 2007 from $57.4
million, or 27.7% of net sales, in the same period last year. Store-related expenses, excluding
occupancy, increased by $1.6 million due primarily to an increase in store count, but declined 3
basis points as a percentage of sales. Advertising expense increased by $1.1 million from the
prior year mainly to support overall sales and additional stores. Audit and legal fees decreased $1.3 million from the prior year due to additional
expense incurred in the prior year to complete the Companys 2005 internal control and financial
statement audits.
Depreciation and Amortization. Depreciation and amortization expense decreased $0.2
million, or 4.4%, to $4.2 million for the 13 weeks ended April 1, 2007 from $4.4 million for the
same period last year. The lower expense was primarily due to additional depreciation expense in
the prior year associated with operating two distribution centers during the first quarter of last
year, partially offset by the increase in store count to 344 stores at the end of the first quarter
of fiscal 2007 from 326 stores at the end of the first quarter of fiscal 2006.
Interest Expense. Interest expense decreased by $0.4 million, or 20.8%, to $1.4
million in the 13 weeks ended April 1, 2007 from $1.8 million in the same period last year. The
decrease in interest expense primarily reflects lower average debt levels, partially offset by
slightly higher interest rates in 2007.
Income Taxes. The provision for income taxes was $4.9 million for the 13 weeks ended
April 1, 2007 and $3.9 million for the 13 weeks ended April 2, 2006. Our effective tax rate was
39.4% for both the first quarter of fiscal 2007 and fiscal 2006.
LIQUIDITY AND CAPITAL RESOURCES
Our principal liquidity requirements are for working capital, capital expenditures, debt
repayments and cash dividends. We fund our liquidity requirements with cash on hand, cash flow from
operations and borrowings from our revolving credit facility.
Operating Activities. Net cash provided by operating activities was $16.6 million for
the first 13 weeks of fiscal 2007 and $11.0 million for the first 13 weeks of fiscal 2006. The
increase for fiscal 2007 primarily reflects higher net income and reduced funding for working
capital versus the same period last year. Comparing the first 13 weeks of fiscal 2007 to the
corresponding period in the prior year, the reduced funding for working capital for the
- 16 -
current period reflected lower funding of prepaid expenses and a larger reduction in
receivable balances.
Investing Activities. Net cash used in investing activities for the first 13 weeks of
fiscal 2007 and fiscal 2006 was $2.2 million and $1.2 million, respectively. Capital expenditures,
excluding non-cash acquisitions, for the first 13 weeks of fiscal 2007 were $2.2 million compared
to $1.4 million for the same period last year. The higher capital expenditures this year primarily
reflect expenditures for our new stores, store remodeling and our distribution center.
Financing Activities. Net cash used in financing activities for the first 13 weeks of
fiscal 2007 and fiscal 2006 was $12.7 million and $9.4 million, respectively. For both periods
cash was used primarily to pay down borrowings under our revolving credit facility, fund dividend
payments and pay down our capital lease obligations.
As of April 1, 2007, we had revolving credit borrowings of $67.5 million and letter of credit
commitments of $0.7 million outstanding under our financing agreement. These balances compare to
revolving credit borrowings of $77.8 million, a term loan balance of $13.3 million and letter of
credit commitments of $0.7 million outstanding under our financing agreement as of April 2, 2006.
Future Capital Requirements. We had cash and cash equivalents on hand of $6.8 million
at April 1, 2007. We expect capital expenditures for the remaining three quarters of fiscal 2007,
excluding non-cash acquisitions, to range from $15.0 million to $16.0 million, primarily to fund
the opening of approximately 19 new stores, store-related remodeling, distribution center and
corporate office improvements and computer hardware and software purchases. We expect to pay
dividends of approximately $2.0 million on June 15, 2007 in connection with the recent dividend
declaration.
We believe we will be able to fund our future cash requirements for operations from cash on
hand, operating cash flows and borrowings from the revolving credit facility. We believe these
sources of funds will be sufficient to continue our operations and planned capital expenditures,
satisfy payments under debt and capital lease obligations, repurchase common stock and pay
quarterly dividends for at least the next twelve months. However, our ability to satisfy such
obligations depends upon our future performance, which in turn is subject to general economic
conditions and regional risks, and to financial, business and other factors affecting our
operations, including factors beyond our control. See Part II, Item 1A, Risk Factors included in
this report and Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2006.
If we are unable to generate sufficient cash flow from operations to meet our obligations and
commitments, we will be required to refinance or restructure our indebtedness or raise additional
debt or equity capital. Additionally, we may be required to sell material assets or operations,
suspend dividend payments, delay or forego expansion opportunities or suspend the repurchase of
common stock. We might not be able to effect these alternative strategies on satisfactory terms,
if at all.
- 17 -
Contractual Obligations and Other Commitments. Our material off-balance sheet
contractual commitments are operating lease obligations and letters of credit. We excluded these
items from the balance sheet in accordance with GAAP.
Operating lease commitments consist principally of leases for our retail store facilities,
distribution center and corporate office. These leases frequently include options which permit us
to extend the terms beyond the initial fixed lease term. With respect to most of those leases, we
intend to renegotiate those leases as they expire.
Issued and outstanding letters of credit were $0.7 million at April 1, 2007, and were related
primarily to importing of merchandise and funding insurance program liabilities.
In the ordinary course of business, we enter into arrangements with vendors to purchase
merchandise in advance of expected delivery. Because most of these purchase orders do not contain
any termination payments or other penalties if cancelled, they are not included as outstanding
contractual obligations.
Financing Agreement. On December 15, 2004, we entered into a $160.0 million financing
agreement with The CIT Group/Business Credit, Inc. and a syndicate of other lenders. On May 24,
2006, we amended the financing agreement to, among other things, increase the line of credit to
$175.0 million, consisting of a non-amortizing $161.7 million revolving credit facility and an
amortizing term loan balance of $13.3 million. The amortizing term loan balance was prepaid in
full during 2006.
The initial termination date of the revolving credit facility is March 20, 2011 (subject to
annual extensions thereafter). The revolving credit facility may be terminated by the lenders by
giving at least 90 days prior written notice before any anniversary date, commencing with its
anniversary date on March 20, 2011. We may terminate the revolving credit facility by giving at
least 30 days prior written notice, provided that if we terminate prior to March 20, 2011, we must
pay an early termination fee. Unless it is terminated, the revolving credit facility will continue
on an annual basis from anniversary date to anniversary date beginning on March 21, 2011.
The revolving credit facility bears interest at various rates based on our overall borrowings,
with a floor of LIBOR plus 1.00% or the JP Morgan Chase Bank prime lending rate and a ceiling of
LIBOR plus 1.50% or the JP Morgan Chase Bank prime lending rate.
Our financing agreement is secured by a first priority security interest in substantially all
of our assets. Our financing agreement contains various financial and other covenants, including
covenants that require us to maintain a fixed-charge coverage ratio, restrict our ability to incur
indebtedness or to create various liens and restrict the amount of capital expenditures that we may
incur. Our financing agreement also restricts our ability to engage in mergers or acquisitions,
sell assets or pay dividends. We may declare a dividend only if no default or event of default
exists on the dividend declaration date and a default is not expected to result from the payment of
the dividend and certain other criteria are met, which may include the maintenance of certain
financial ratios. We are currently in compliance with all covenants under our financing agreement.
If we fail to make any required payment under our financing agreement or if we otherwise default
under this instrument, our debt may be
- 18 -
accelerated under this agreement. This acceleration could also result in the acceleration of
other indebtedness that we may have outstanding at that time.
SEASONALITY
We experience seasonal fluctuations in our net sales and operating results. In fiscal 2006,
we generated 26.8% of our net sales and 30.8% of our operating income in the fourth fiscal quarter,
which includes the holiday selling season as well as the peak winter sports selling season. As a
result, we incur significant additional expenses in the fourth fiscal quarter due to higher
purchase volumes and increased staffing. If we miscalculate the demand for our products generally
or for our product mix during the fourth fiscal quarter, our net sales could decline, resulting in
excess inventory, which could harm our financial performance. Because a substantial portion of our
operating income is derived from our fourth fiscal quarter net sales, a shortfall in fourth fiscal
quarter net sales could cause our annual operating results to suffer significantly.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This standard
provides guidance for using fair value to measure assets and liabilities. The standard also
responds to investors requests for expanded information about the extent to which
companies measure assets and liabilities at fair value, the information used to measure fair value,
and the effect of fair value measurements on earnings. The standard applies whenever other
standards require (or permit) assets or liabilities to be measured at fair value, but does not
expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. There are numerous previously issued statements dealing with fair values that
are amended by SFAS No. 157. The Company is in the process of evaluating the impact, if any, that
the adoption of SFAS No. 157 will have on the Companys consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities. SFAS No. 159 provides companies with an option to report many financial
instruments and certain other items at fair value that are not currently required to be measured at
fair value. The objective of SFAS No. 159 is to reduce both complexity in accounting for financial
instruments and the volatility in earnings caused by measuring related assets and liabilities
differently. The FASB believes that SFAS No. 159 helps to mitigate accounting-induced volatility
by enabling companies to report related assets and liabilities at fair value, which would likely
reduce the need for companies to comply with detailed rules for hedge accounting. SFAS No. 159
also establishes presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types of assets and
liabilities, and would require entities to display the fair value of those assets and liabilities
for which the company has chosen to use fair value on the face of the balance sheet. The new
statement does not eliminate disclosure requirements included in other accounting standards,
including requirements for disclosures about fair value measurements included in SFAS No. 157, Fair
Value Measurements. This statement is effective as of the beginning of an entitys first fiscal
year beginning after November 15, 2007. The Company is in the process of
- 19 -
evaluating the impact, if any, that the adoption of SFAS No. 159 will have on the Companys
consolidated financial statements.
There are no other accounting standards issued as of May 4, 2007 that are expected to have a
material impact on the Companys consolidated financial statements.
FORWARD-LOOKING STATEMENTS
This document includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among other
things, our financial condition, our results of operations, our growth strategy and the business of
our company generally. In some cases, you can identify such statements by terminology such as
may, will, could, project, estimate, potential, continue, should, feels,
expects, plans, anticipates, believes, intends or other such terminology. These
forward-looking statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results in future periods to differ materially from forecasted results. These
risks and uncertainties include, among other things, the competitive environment in the sporting
goods industry in general and in our specific market areas, inflation, product availability and
growth opportunities, seasonal fluctuations, weather conditions, changes in costs of goods,
operating expense fluctuations, disruption in product flow or increased costs related to
distribution center operations, changes in interest rates and economic conditions in general.
Those and other risks and uncertainties are more fully described in Part II, Item 1A, Risk
Factors in this report and in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K
and other risks and uncertainties more fully described in our other filings with the SEC. We
caution that the risk factors set forth in this report are not exclusive. In addition, we conduct
our business in a highly competitive and rapidly changing environment. Accordingly, new risk
factors may arise. It is not possible for management to predict all such risk factors, nor to
assess the impact of all such risk factors on our business or the extent to which any individual
risk factor, or combination of factors, may cause results to differ materially from those contained
in any forward-looking statement. We disclaim any obligation to revise or update any
forward-looking statement that may be made from time to time by us or on our behalf.
- 20 -
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to risks resulting from interest rate fluctuations since interest on our
borrowings under our revolving credit facility are based on variable rates. If the LIBOR rate were
to increase 1.0% as compared to the rate at April 1, 2007, our interest expense would increase
approximately $0.7 million on an annual basis based on the outstanding balance of our borrowings
under our revolving credit facility at April 1, 2007. We do not hold any derivative instruments
and do not engage in hedging activities.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of
our disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon that evaluation, our
CEO and CFO concluded that our disclosure controls and procedures were effective as of April 1,
2007.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rule
13a-15(f) under the Exchange Act) during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
- 21 -
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On December 1, 2006, the Company was served with a complaint filed in the California Superior
Court in the County of Orange, entitled Jack Lima v. Big 5 Sporting Goods Corporation, et al., Case
No. 06CC00243, alleging violations of the California Labor Code and the California Business and
Professions Code. This complaint was brought as a purported class action on behalf of the
Companys California store managers. The plaintiff alleges, among other things, that the Company
improperly classified store managers as exempt employees not entitled to overtime pay for work in
excess of forty hours per week and failed to provide store managers with paid meal and rest
periods. The plaintiff seeks, on behalf of the class members, back pay for overtime allegedly not
paid, pre-judgment interest, statutory penalties including an additional thirty days wages for
each employee whose employment terminated in the four years preceding the filing of the complaint,
an award of attorneys fees and costs and injunctive relief to require the Company to treat store
managers as non-exempt. The Company believes that the complaint is without merit and intends to
defend the suit vigorously. The Company is not able to evaluate the likelihood of an unfavorable
outcome or to estimate a range of potential loss in the event of an unfavorable outcome at the
present time. If resolved unfavorably to the Company, this litigation could have a material
adverse effect on the Companys financial condition, and any required change in the Companys labor
practices, as well as the costs of defending this litigation, could have a negative impact on the
Companys results of operations.
In addition, the Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on the Companys financial position, results of
operations or liquidity.
- 22 -
Item 1A. Risk Factors
There have been no material changes to the risk factors identified in Part I, Item 1A, Risk
Factors, of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following tabular summary reflects the Companys repurchase activity during the fiscal
quarter ended April 1, 2007:
ISSUER PURCHASES OF EQUITY SECURITIES 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number (or |
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Approximate |
|
|
|
|
|
|
|
|
|
|
Shares |
|
Dollar Value) |
|
|
|
|
|
|
|
|
|
|
Purchased as |
|
of Shares that |
|
|
Total |
|
|
|
|
|
Part of Publicly |
|
May Yet Be |
|
|
Number of |
|
|
|
|
|
Announced |
|
Purchased |
|
|
Shares |
|
Average Price Paid |
|
Plans or |
|
Under the Plans |
Period |
|
Purchased |
|
per Share |
|
Programs |
|
or Programs |
January 1 January 28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,721,000 |
|
January 29 February
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,721,000 |
|
February 26 April 1 |
|
|
700 |
|
|
$ |
23.96 |
|
|
|
700 |
|
|
$ |
13,704,000 |
|
Total |
|
|
700 |
|
|
$ |
23.96 |
|
|
|
700 |
|
|
$ |
13,704,000 |
|
|
|
|
1 |
|
On May 11, 2006, the Company announced that its Board of Directors authorized a
share repurchase program for the purchase of up to $15.0 million of the Companys
common stock. Under the authorization, the Company may purchase shares from time to
time in the open market or in privately negotiated transactions in compliance with the
applicable rules and regulations of the SEC. However,
the timing and amount of such purchases, if any, would be at the discretion of
management, and would depend upon market conditions and other
considerations. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
- 23 -
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits
|
|
|
Exhibit Number |
|
Description of Document |
|
10.1
|
|
Base Salary and Bonus Information for Certain Executive Officers
(incorporated by reference to the Current Report on Form 8-K filed by Big 5
Sporting Goods Corporation on March 16, 2007). |
15.1
|
|
Report of Independent Registered Public Accounting Firm. |
15.2
|
|
Letter of Awareness of Independent Registered Public Accounting
Firm. |
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer. |
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer. |
32.1
|
|
Section 1350 Certification of Chief Executive Officer. |
32.2
|
|
Section 1350 Certification of Chief Financial Officer. |
- 24 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
BIG 5 SPORTING GOODS CORPORATION,
a Delaware corporation
|
|
Date: May 4, 2007 |
By: |
/s/
Steven G. Miller |
|
|
|
Steven G. Miller |
|
|
|
Chairman of the Board of Directors,
President, Chief Executive Officer
and Director of the Company |
|
|
|
|
|
Date: May 4, 2007 |
By: |
/s/
Barry D. Emerson |
|
|
|
Barry D. Emerson |
|
|
|
Senior Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and
Accounting Officer) |
|
- 25 -