SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
[ ] 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: 0-20736
Sport Chalet, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
95-4390071 (I.R.S. Employer Identification No.) |
|
839 Houseman Street, La Canada, CA (Address of principal executive offices) |
91011 (Zip Code) |
|
(818) 790-2717 (Registrants telephone number, including area code) |
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 [X] No [ ]
Number of shares outstanding of the registrants common stock as of October 30, 2002: 6,618,334
1
SPORT CHALET, INC.
Index to Form 10-Q
Page | ||||||
PART I FINANCIAL INFORMATION | ||||||
Item 1. | Financial Statements | 3 | ||||
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 8 | ||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 14 | ||||
Item 4. | Controls and Procedures | 14 | ||||
PART II OTHER INFORMATION | ||||||
Item 1. | Legal Proceedings | 15 | ||||
Item 2. | Changes in Securities and Use of Proceeds | 15 | ||||
Item 3. | Defaults Upon Senior Securities | 15 | ||||
Item 4. | Submission of Matters to a Vote of Securities Holders | 15 | ||||
Item 5. | Other Information | 15 | ||||
Item 6. | Exhibits and Reports on Form 8-K | 16 |
2
Part I FINANCIAL INFORMATION
Item 1. Financial Statements.
SPORT CHALET, INC.
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
Three months ended | Six months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||
Net sales |
$ | 56,327,344 | $ | 54,658,105 | $ | 107,532,004 | $ | 102,607,576 | |||||||||
Cost of goods sold, buying and
occupancy |
39,541,506 | 38,992,351 | 76,964,847 | 71,966,602 | |||||||||||||
Gross profit |
16,785,838 | 15,665,754 | 30,567,157 | 30,640,974 | |||||||||||||
Selling, general and administrative
expenses |
14,340,812 | 13,451,196 | 27,940,301 | 26,364,825 | |||||||||||||
Income from operations |
2,445,026 | 2,214,558 | 2,626,856 | 4,276,149 | |||||||||||||
Interest (expense) income |
(84,585 | ) | 1,167 | (124,527 | ) | 70,528 | |||||||||||
Income before taxes |
2,360,441 | 2,215,725 | 2,502,329 | 4,346,677 | |||||||||||||
Income tax provision |
943,000 | 892,000 | 1,001,000 | 1,740,000 | |||||||||||||
Net income |
$ | 1,417,441 | $ | 1,323,725 | $ | 1,501,329 | $ | 2,606,677 | |||||||||
Earnings per share: |
|||||||||||||||||
Basic |
$ | 0.21 | $ | 0.20 | $ | 0.23 | $ | 0.40 | |||||||||
Diluted |
$ | 0.20 | $ | 0.19 | $ | 0.22 | $ | 0.37 | |||||||||
Weighted average number of
common shares outstanding: |
|||||||||||||||||
Basic |
6,617,667 | 6,584,023 | 6,610,806 | 6,582,012 | |||||||||||||
Diluted |
6,939,971 | 6,999,520 | 6,970,037 | 6,993,304 | |||||||||||||
See accompanying notes.
3
SPORT CHALET, INC.
CONDENSED BALANCE SHEETS
September 30, | March 31, | |||||||||||
2002 | 2002 | |||||||||||
(Unaudited) | ||||||||||||
Assets |
||||||||||||
Current assets: |
||||||||||||
Cash |
$ | 2,629,216 | $ | 4,273,485 | ||||||||
Accounts receivable, less allowance of $25,000 |
1,446,729 | 678,709 | ||||||||||
Merchandise inventories |
61,677,228 | 47,916,553 | ||||||||||
Prepaid expenses and other current assets |
1,725,312 | 1,757,007 | ||||||||||
Prepaid income taxes |
| 448,760 | ||||||||||
Deferred income taxes |
1,242,244 | 1,258,795 | ||||||||||
Total current assets |
68,720,729 | 56,333,309 | ||||||||||
Furniture, equipment and leasehold improvements-net |
26,284,239 | 26,577,041 | ||||||||||
Deferred income taxes |
581,613 | 184,492 | ||||||||||
Other assets |
186,839 | 215,468 | ||||||||||
Total assets |
$ | 95,773,420 | $ | 83,310,310 | ||||||||
Liabilities and stockholders equity |
||||||||||||
Current liabilities: |
||||||||||||
Current portion of loans payable to bank |
$ | 3,885,000 | $ | | ||||||||
Bank overdraft |
4,881,251 | 7,192,258 | ||||||||||
Accounts payable |
19,702,070 | 10,815,241 | ||||||||||
Salaries and wages payable |
1,582,949 | 2,184,509 | ||||||||||
Other accrued expenses |
4,069,915 | 4,008,208 | ||||||||||
Income taxes payable |
658,721 | | ||||||||||
Total current liabilities |
34,779,906 | 24,200,216 | ||||||||||
Deferred rent |
4,434,521 | 4,185,625 | ||||||||||
Stockholders equity |
||||||||||||
Preferred stock, $.01 par value: |
||||||||||||
Authorized
shares 2,000,000 |
||||||||||||
Issued and outstanding shares none |
| | ||||||||||
Common stock, $.01 par value: |
||||||||||||
Authorized
shares 15,000,000 |
||||||||||||
Issued and outstanding
shares 6,618,334 at September 30, 2002 and 6,595,500
at March 31, 2002 |
66,183 | 65,955 | ||||||||||
Additional paid-in capital |
22,065,584 | 21,932,617 | ||||||||||
Retained earnings |
34,427,226 | 32,925,897 | ||||||||||
Total stockholders equity |
56,558,993 | 54,924,469 | ||||||||||
Total liabilities and stockholders equity |
$ | 95,773,420 | $ | 83,310,310 | ||||||||
See accompanying notes.
4
SPORT CHALET, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended September 30, | ||||||||||
2002 | 2001 | |||||||||
Operating activities |
||||||||||
Net income |
$ | 1,501,329 | $ | 2,606,677 | ||||||
Adjustments to reconcile net income to net cash provided
by operating activities: |
||||||||||
Depreciation and amortization |
2,674,465 | 2,604,000 | ||||||||
Deferred income taxes |
(380,570 | ) | 875,510 | |||||||
Tax Benefit on employee stock options |
45,087 | | ||||||||
Changes in operating assets and liabilities: |
||||||||||
Accounts receivable |
(768,020 | ) | (527,959 | ) | ||||||
Merchandise inventories |
(13,760,675 | ) | (15,405,060 | ) | ||||||
Prepaid income taxes |
448,760 | (916,166 | ) | |||||||
Prepaid expenses and other current assets |
31,695 | (390,223 | ) | |||||||
Bank overdraft |
(2,311,007 | ) | | |||||||
Accounts payable |
8,886,829 | 10,938,148 | ||||||||
Salaries and wages payable |
(601,560 | ) | (883,345 | ) | ||||||
Other accrued expenses |
61,707 | (1,497,004 | ) | |||||||
Income taxes payable |
658,721 | (1,286,861 | ) | |||||||
Deferred rent |
248,896 | 153,120 | ||||||||
Net cash used in operating activities |
(3,264,343 | ) | (3,729,163 | ) | ||||||
Investing activities |
||||||||||
Other assets |
28,629 | 41,217 | ||||||||
Purchase of furniture, equipment and leasehold improvements |
(2,381,663 | ) | (5,155,603 | ) | ||||||
Net cash used in investing activities |
(2,353,034 | ) | (5,114,386 | ) | ||||||
Financing activities |
||||||||||
Proceeds from bank borrowing |
27,830,000 | | ||||||||
Repayments of bank borrowing |
(23,945,000 | ) | | |||||||
Proceeds from exercise of stock options |
88,108 | 33,665 | ||||||||
Net cash provided by financing activities |
3,973,108 | 33,665 | ||||||||
Decrease in cash and cash equivalents |
(1,644,269 | ) | (8,809,884 | ) | ||||||
Cash and cash equivalents at beginning of period |
4,273,485 | 8,945,034 | ||||||||
Cash and cash equivalents at end of period |
$ | 2,629,216 | $ | 135,150 | ||||||
Supplemental Disclosure of Cash Flow Information |
||||||||||
Cash paid during the period for: |
||||||||||
Income taxes |
$ | 229,000 | $ | 3,067,517 | ||||||
Interest |
32,172 | |
See accompanying notes.
5
SPORT CHALET, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the results of operations for the periods presented have been included.
The financial data at March 31, 2002 is derived from audited financial statements which are included in the Companys Annual Report on Form 10-K for the year ended March 31, 2002, and should be read in conjunction with the audited financial statements and notes thereto. Interim results are not necessarily indicative of results for the full year.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
2. Earnings per Share
Earnings per share, basic, is computed based on the weighted average number of common shares outstanding for the period. Earnings per share, diluted, is computed based on the weighted average number of common and potentially dilutive common equivalent shares outstanding for the period. A reconciliation is as follows:
Three months ended | Six months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||
Net Income |
$ | 1,417,440 | $ | 1,323,725 | $ | 1,501,327 | $ | 2,606,677 | |||||||||
Weighted average number of common shares: |
|||||||||||||||||
Basic |
6,617,667 | 6,584,023 | 6,610,806 | 6,582,012 | |||||||||||||
Effect
of dilutive securitiesstock options |
322,304 | 415,497 | 359,231 | 411,292 | |||||||||||||
Diluted |
6,939,971 | 6,999,520 | 6,970,037 | 6,993,304 | |||||||||||||
Earnings per share: |
|||||||||||||||||
Basic |
$ | 0.21 | $ | 0.20 | $ | 0.23 | $ | 0.40 | |||||||||
Effect of dilutive securities |
$ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.03 | |||||||||
Diluted |
$ | 0.20 | $ | 0.19 | $ | 0.22 | $ | 0.37 | |||||||||
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3. New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations and No. 142, Goodwill and Other Intangible Assets. Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Statement 141 also includes guidance on the initial recognition and measurement of goodwill and other intangible assets arising from business combinations completed after June 30, 2001. Statement 142 prohibits the amortization of goodwill and intangible assets with indefinite useful lives. Statement 142 requires that these assets be reviewed for impairment at least annually. Intangible assets with finite lives will continue to be amortized over their estimated useful lives. Additionally, Statement 142 requires that goodwill included in the carrying value of equity method investments no longer be amortized. The Company adopted Statement 142 beginning in the first quarter of fiscal 2003 and it did not have a material impact on its results of operations.
In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions of APB Opinion No. 30, Reporting the Results of Operations for a disposal of a segment of a business. SFAS 144 is effective for fiscal years beginning after December 15, 2001, with earlier application encouraged. The Company adopted SFAS 144 in the first quarter of fiscal 2003 and it did not have a material impact on its results of operations.
7
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Except for the historical information contained herein, the matters addressed in this Item 2 constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to a variety of risks and uncertainties, including those discussed below under the heading Factors That May Affect Future Results and elsewhere in this Quarterly Report on Form 10-Q, that could cause actual results to differ materially from those anticipated by the Companys management. The Private Securities Litigation Reform Act of 1995 (the Act) provides certain safe harbor provisions for forward-looking statements. All forward-looking statements made on this Quarterly Report on Form 10-Q are made pursuant to the Act.
The following should be read in conjunction with the Companys financial statements and related notes thereto provided under Item 1Financial Statements above.
Results of Operations
The following tables set forth statements of income data and relative percentages of net sales for the periods indicated (dollar amounts in thousands, except per share amounts).
Three months ended September 30, | Six months ended September 30, | ||||||||||||||||||||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||
Net sales |
$ | 56,327 | 100.0 | % | $ | 54,658 | 100.0 | % | $ | 107,532 | 100.0 | % | $ | 102,608 | 100.0 | % | |||||||||||||||||
Gross profit |
16,785 | 29.8 | % | 15,666 | 28.7 | % | 30,567 | 28.4 | % | 30,641 | 29.9 | % | |||||||||||||||||||||
Selling, general and
administrative expenses |
14,340 | 25.5 | % | 13,451 | 24.6 | % | 27,940 | 26.0 | % | 26,365 | 25.7 | % | |||||||||||||||||||||
Income from operations |
2,445 | 4.3 | % | 2,215 | 4.1 | % | 2,627 | 2.4 | % | 4,276 | 4.2 | % | |||||||||||||||||||||
Interest (expense) income |
(85 | ) | -0.2 | % | 1 | 0.0 | % | (125 | ) | -0.1 | % | 71 | 0.1 | % | |||||||||||||||||||
Income before taxes |
2,360 | 4.2 | % | 2,216 | 4.1 | % | 2,502 | 2.3 | % | 4,347 | 4.2 | % | |||||||||||||||||||||
Net income |
1,417 | 2.5 | % | 1,324 | 2.4 | % | 1,501 | 1.4 | % | 2,607 | 2.5 | % | |||||||||||||||||||||
Earnings per share: |
|||||||||||||||||||||||||||||||||
Basic |
$ | 0.21 | $ | 0.20 | $ | 0.23 | $ | 0.40 | |||||||||||||||||||||||||
Diluted |
$ | 0.20 | $ | 0.19 | $ | 0.22 | $ | 0.37 |
Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001. Sales have increased from $54.7 million for the three months ended September 30, 2001 to $56.3 million for the same period this year, a 3.0% increase. The increase is the result of opening two new stores in November 2001, partially offset by a comparable store sales decrease of 2.3%. Comparable store sales are based upon stores opened throughout both periods. Comparable store sales have decreased as discretionary spending remains tightly managed by consumers in reaction to the prolonged economic slowdown.
Gross profit as a percent of sales increased from 28.7% for the three months ended September 30, 2001 to 29.8% for the same period this year primarily due to lower markdowns partially offset by increased occupancy costs. In the prior year the Company ran an aggressive end-of-summer clearance promotion that was not repeated to the same extent this year resulting in lower markdowns. Comparable store sales and the new larger distribution center caused occupancy costs to increase by 100 basis points in the period ended September 30, 2002 as compared to the same period last year.
8
Selling, general and administrative expenses as a percent of sales increased from 24.6% for the three months ended September 30, 2001 to 25.5% for the same period this year. The increase is primarily the result of lower than expected sales in conjunction with increased utility costs as a percent of sales.
Interest expense was $85,000 for the period ended September 30, 2002, compared to interest income of $1,000 for the period ended September 30, 2001, due to the increased use of the Companys credit facility in the current period as compared to the same period last year.
The effective income tax rate was 40.3% for the three months ended September 30, 2001, compared to 40.0% for the same period this year, which differs from the statutory rate of 39.8% as a result of permanent differences between financial reporting and tax-basis income.
Net income increased from $1.3 million, or $0.19 per diluted share, for the three months ended September 30, 2001 to $1.4 million, or $0.20 per diluted share, for the same period this year, primarily as a result of increased sales and better inventory management.
Six Months Ended September 30, 2002 Compared to Six Months Ended September 30, 2001. Sales have increased from $102.6 million for the six months ended September 30, 2001 to $107.5 million for the same period this year, a 4.8% increase. The increase is the result of opening one store in the period ended September 30, 2001 and two new stores in November 2001, partially offset by a comparable store sales decrease of 1.4%. Comparable store sales are based upon stores opened throughout both periods. Comparable store sales have decreased as discretionary spending remains tightly managed by consumers in reaction to the prolonged economic slowdown.
Gross profit as a percent of sales decreased from 29.9% for the six months ended September 30, 2001 to 28.4% for the same period this year due to the decrease in comparable store sales and the new larger distribution center caused occupancy costs to increase by 100 basis points in the period ended September 30, 2002 as compared to the same period last year. Although consumer purchasing has trended towards value merchandise, more recently this tendency has diminished resulting in lower markdowns as compared to the prior year when an aggressive end of summer clearance promotion was not repeated to the same extent this year.
Selling, general and administrative expenses as a percent of sales increased from 25.7% for the six months ended September 30, 2001 to 26.0% for the same period this year. The increase is primarily the result of lower than expected sales.
Interest expense was $125,000 for the period ended September 30, 2002, compared to interest income of $71,000 for the period ended September 30, 2001, due to the increased use of the Companys credit facility in the current period compared to the same period last year.
The effective income tax rate was 40.0% for the six month periods ending September 30, 2001 and 2002, which differs from the statutory rate of 39.8% as a result of permanent differences between financial reporting and tax-basis income.
Net income decreased from $2.6 million, or $0.37 per diluted share, for the six months ended September 30, 2001 to $1.5 million, or $0.22 per diluted share, for the same period this year, primarily as a result of decreased gross profit as consumer purchasing trended towards value merchandise, partially offset by better inventory management.
9
Liquidity and Capital Resources
The Companys primary capital requirements are for inventory and store expansion, relocation and remodeling. Historically, cash from operations, credit terms from vendors and bank borrowing have met the Companys liquidity needs. Management believes that these sources will be sufficient to fund currently anticipated cash requirements for the foreseeable future.
Net cash used in operating activities was $3.3 million for the six months ended September 30, 2002 compared to $3.7 million for the same period last year as the result of lower net income, adjusted for depreciation and amortization, and increases in bank overdraft combined with accounts payable offset by inventory purchases.
Inventories increased by $13.8 million and $15.4 million for the six months ended September 30, 2002 and 2001, respectively, compared to the respective year-end balances primarily due to the seasonal build-up of summer related inventory. Inventory at September 30, 2002 is $3.8 million greater than the same period last year primarily as a result of the opening of two stores since the end of this period in the prior year.
Historically accounts payable increases as inventory increases. In fiscal 2002, invested cash built-up in prior years was used to fund the Companys expansion plans causing a bank overdraft of $4.9 million, which represents the total of checks in transit in excess of cash on hand. For the six months ended September 30, 2002 and 2001, accounts payable combined with bank overdraft increased $6.6 million and $10.9 million, respectively, primarily as a result of increased inventory levels and the timing of payments to vendors.
Net cash used in investing activities for the six months ended September 30, 2002 was $2.4 million, resulting from capital expenditures primarily for two new stores scheduled to open in November 2002 and the relocation of the corporate headquarters. For the same period last year net cash used in investing activities was $5.1 million, primarily from capital expenditures to enhance merchandising presentation in the Companys existing stores, capital expenditures related to the Companys new distribution center and the opening of one new store.
Net cash provided by financing activities reflects advances and repayment of borrowings under the Companys revolving credit facility. As of September 30, 2002, the Company had $4.0 million outstanding on this facility for the seasonal build-up of inventory. There were no borrowings during the six months ended September 30, 2001.
The Companys credit facility with Bank of America National Trust and Savings Association, Inc. (the Lender) provides for advances up to $20 million, increasing to $30 million for the period October 1, 2002 through December 31, 2002, less the amount of any outstanding draws, up to a $1.5 million maximum in authorized letters of credit. Interest accrues at the Lenders prime rate plus 1/4% (5.0% at September 30, 2002) or can be fixed for a period of time at the then current rate established under one of several indices, all at the Companys option. This credit facility expires on September 30, 2003, and the Company expects to renegotiate and extend the term of this agreement or obtain another form of financing before that date. The Companys obligation to the Lender is presently secured by a first priority lien on substantially all of the Companys non-real estate assets, and the Company is subject to several restrictive covenants. The principal operating covenants require the Company to maintain certain minimum cash flow coverage and debt to equity ratios and restrict the level of capital expenditures, calculated on a quarterly basis. The Company currently is in compliance with the
10
amended covenants. The Company believes its credit line with the Lender is sufficient to fund capital expenditures for the foreseeable future and to meet seasonal fluctuations in cash flow requirements. However, unexpected conditions could require the Company to request additional borrowing capacity from the Lender or alter its expansion plans or operations.
The Companys primary contractual obligations and commitments are its store leases with initial terms expiring from 2004 through 2020 and typically provide for multiple five-year renewal options:
Payments due by period: | Operating Leases | |||
Through March 31, 2003 |
$ | 12,992,154 | ||
2 - 3 years |
26,087,236 | |||
4 - 5 years |
25,124,427 | |||
After 5 years |
58,266,144 | |||
Total |
$ | 122,469,961 |
All retail store leases provide for base rent which may or may not be credited against percentage rent based upon gross sales from the premises. In some of the leases, base rental amounts increase as the lease term progresses, although in some cases, the Company expects that percentage rent will more than offset the base rental amounts.
No cash dividends were declared on Common Stock in fiscal 2002. The Company intends to retain earnings for use in the operation and expansion of its business and, therefore, does not anticipate paying any cash dividends in the foreseeable future.
Critical Accounting Policies and Use of Estimates
The Companys significant accounting policies are described in Note 2 of the Companys Annual Report on Form 10-K for the year ended March 31, 2002, which have been prepared in accordance with accounting principles generally accepted in the United States. In preparing the financial statements, the Company is required to make estimates and judgments which affect the results of its operations and the reported value of assets and liabilities. Actual results may differ from these estimates. The Company believes that the following summarizes critical accounting policies which require significant judgments and estimates in the preparation of its consolidated financial statements
Inventory Valuation. Merchandise inventories are stated at the lower of cost (first-in, first-out determined by the retail method of accounting) or market. The Company considers cost to include direct cost of merchandise, plus internal costs associated with merchandise procurement, storage and handling. The Company regularly reviews aged and excess inventories to determine if the carrying value of such inventories exceeds market value; a reserve is recorded to reduce the carrying value to market value as necessary. A determination of market value requires estimates and judgment based on the Companys historical markdown experience and anticipated markdowns based on future merchandising and advertising plans, seasonal considerations, expected business trends and other factors.
Gift Certificate Redemption. The Company offers its customers the option of purchasing gift certificates which may be used toward the future purchase of the Companys product offerings. These
11
gift certificates have no expiration dates. The Company records unredeemed gift certificates as a liability until the point of redemption. The Companys historical experience indicates that not all issued gift certificates get redeemed. Accordingly, the Company periodically adjusts the carrying value of the gift certificate liability. The Company monitors redemptions rates as a percent of issuances and uses this information to estimate probable redemption of all outstanding gift certificates. This calculation is based on historical experience, and future redemption rates may vary if consumer purchasing practices change.
Factors That May Affect Future Results
The statements which are not historical facts contained in this Quarterly Report on Form 10-Q are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth below.
Economic Conditions. The retail industry historically has been subject to substantial cyclical variation, and a recession in the general economy or uncertainties regarding future economic prospects that affect consumer spending habits have had, and may in the future have, a materially adverse effect on the Companys results of operations.
Competition. The sporting goods business and the retail environment are highly competitive, and the Company competes with national, regional and local full-line sporting goods chains, specialty stores, supplier owned stores, discount and department stores, and e-tailers. A number of the Companys competitors are larger and have greater resources than the Company.
Regional Market Concentration. Currently, all of the Companys stores are located in Southern California and the Las Vegas area of Nevada. Accordingly, the Company is subject to regional risks, such as the economy, weather conditions, natural disasters and government regulations. If the region were to suffer an economic downturn or if other adverse events were to occur, there could be an adverse effect on the Companys net sales and profitability and its ability to implement its planned growth. Several of the Companys competitors operate stores across the United States and, thus, are not as vulnerable as the Company to such regional risks.
Single Distribution Center. The Company has a single distribution center and if there is a natural disaster or other serious disruption at the facility, merchandise may be lost or undeliverable to our stores, thereby, reducing sales and profitability.
Expansion Plan. The Companys continued growth is dependent to a significant degree upon its ability to open new stores on a profitable basis. The Companys ability to expand will depend, in part, on business conditions and the availability of satisfactory store locations based on local competitive conditions, site availability and cost, and the Companys ability to provide and maintain high service levels and quality brand merchandise at competitive prices. In addition, a decline in the Companys overall financial performance, increased rents or any other adverse effects arising from the commercial real estate market in the Companys markets may adversely effect the Companys current growth plan. There can be no assurance that the Company will possess sufficient funds to finance the expenditures related to its planned growth, that new stores can be opened on a timely basis, that such new stores can be operated on a profitable basis, or that such growth will be manageable.
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Future Capital Requirements. The Company may not be able to fund its future growth or react to competitive pressures if it lacks sufficient funds. Unexpected conditions could cause the Company to be in violation of its Lenders operating covenants. Currently, the Company feels it has sufficient cash available through its bank credit facilities and cash from operations to fund existing operations for the foreseeable future. The Company cannot be certain that additional financing will be available in the future if necessary.
Management of Growth. Since its inception, the Company has experienced periods of rapid growth. No assurance can be given that the Company will be successful in maintaining or increasing its sales in the future. Any future growth in sales will require additional working capital and may place a significant strain on the Companys management, management information systems, inventory management, distribution facilities and receivables management. Any failure to timely enhance the Companys operating systems, or unexpected difficulties in implementing such enhancements, could have a material adverse effect on the Companys results of operations.
Dependence on Key Personnel. The Company depends on the continued service of its senior management. The loss of the services of any key employee could hurt the business. Also, the future success of the Company depends on its ability to identify, attract, hire, train and motivate other highly skilled personnel. Failure to do so may adversely affect future results.
Seasonality. The Companys business is seasonal in nature. As is typical with other sporting goods retailers, the Companys sales volume increases significantly during the Christmas holiday season and the peak ski and snowboard season generally corresponds to the months of November, December and January. Therefore, the Companys results of operations are likely to vary during its fiscal year. Historically the Companys operating results have been influenced by the quantity and timing of snowfall at the resorts frequented by those living in Southern California. An early seasonal snowfall often influences sales as it generally extends the demand for winter related merchandise while a late snowfall will have the opposite effect. Suppliers in the ski and snowboard industry require purchasing commitments in April for a fall delivery. If snowfall does not provide an adequate base, occurs late in the season, or if sales do not meet expectations, the Company may be required to mark down its winter apparel and equipment.
Variability of Quarterly Results. The Company has experienced, and expects to continue to experience, a substantial variation in its net sales and operating results from quarter to quarter. The Company believes that the factors which influence this variability of quarterly results include general economic and industry conditions that affect consumer spending, changing consumer demands, the timing of the Companys introduction of new products, the level of consumer acceptance of each new product, the seasonality of the markets in which the Company participates, the weather and actions of competitors. Accordingly, a comparison of the Companys results of operations from period to period is not necessarily meaningful, and the Companys results of operations for any period are not necessarily indicative of future performance.
Closely Controlled Stock. At October 30, 2002, Norbert Olberz, the Companys founder, Chairman Emeritus, director and principal stockholder (the Principal Stockholder), owned approximately 66% of the Companys outstanding common stock. Mr. Olberz effectively has the ability to control the outcome on all matters requiring stockholder approval, including, but not limited to, the election and removal of directors, and any merger, consolidation or sale of all or substantially all of the Companys assets, and to control the Companys management and affairs.
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Stock Price. The market price of the Companys common stock is likely to be volatile and could be subject to significant fluctuations in response to factors such as quarterly variations in operating results, operating results which vary from the expectations of securities analyst and investors, changes in financial estimates, changes in market valuations of competitors, announcements by the Company or its competitors of a material nature, additions or departures of key personnel, future sales of common stock and stock volume fluctuations. Also, general political and economic conditions such as a recession or interest rate fluctuations may adversely affect the market price of the Companys stock.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Companys exposure to interest rate risk consists primarily of borrowings under its credit facility that bears interest at floating rates (primarily LIBOR rates). The impact on earnings or cash flows during the next fiscal year from a one percentage point change in the interest rate would not be significant.
Item 4. Controls and Procedures.
Within the 90 days prior to the filing date of this report, the Chief Executive Officer and the Chief Financial Officer of the Company, with the participation of the Companys management, carried out an evaluation of the effectiveness of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer believe that, as of the date of the evaluation, the Companys disclosure controls and procedures are effective in making known to them material information relating to the Company (including its consolidated subsidiaries) required to be included in this report.
Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entitys disclosure objectives. The likelihood of achieving such objections is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.
There were no significant changes in the Companys internal controls or in other factors that could significantly affect internal controls, known to the Chief Executive Officer or the Chief Financial Officer, subsequent to the date of the evaluation.
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Part II OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is involved in various routine legal proceedings incidental to the conduct of its business. Management does not believe that any of these legal proceedings will have a material adverse impact on the business, financial condition or results of operations of the Company, either due to the nature of the claims, or because management believes that such claims should not exceed the limits of the Companys insurance coverage.
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
Not Applicable
Item 4. Submission of Matters to a Vote of Securities Holders.
At the annual meeting of stockholders on August 1, 2002, the three Class 1 Directors, Al D. McCready, Eric Olberz and Frederick H. Schneider were re-elected to the Companys Board of Directors. There were 6,136,073, 6,131,358 and 6,135,523 votes for and 19,445, 24,160 and 19,995 votes withheld, respectively, for each of Mr. McCready, Mr. Olberz and Mr. Schneider. The Companys Class 2 Directors, John R. Attwood and Craig Levra and Class 3 Directors, Norbert Olberz and Kenneth Olsen continue to serve on the Board. The terms of the Class 1, 2 and 3 Directors presently expire at the annual meeting of stockholders in fiscal year 2006, 2004 and 2005, respectively.
The stockholders also voted to ratify the amendment of the 1992 Incentive Award Plan increasing from 1,200,000 to 1,500,000 the number of shares of the Companys Common Stock which may be subject to awards granted thereunder. The vote was 5,972,581 for, 66,462 against and 116,475 abstained.
Item 5. Other Information.
Stockholder Proposals
The proxy materials for the 2002 annual meeting of the stockholders to be held on August 1, 2002 were mailed to stockholders of the Company on June 21, 2002. Under certain circumstances, stockholders are entitled to present proposals at stockholders meetings. Any such proposal to be included in the proxy statement for the Companys 2003 annual meeting of stockholders must be submitted by a stockholder prior to February 22, 2003 in a form that complies with applicable regulations. In the event a stockholder proposal is not submitted to the Company prior to May 7, 2003, the proxies solicited by the Board of Directors for the 2003 annual meeting of the stockholders will confer authority on the holders of the proxy to vote the shares in accordance with their best judgment and discretion if the proposal is presented at the 2003 annual meeting of stockholders without any discussion of the proposal in the proxy statement for such meeting.
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Related Party Transaction
In October 2002 the Company moved its corporate headquarters to a new building in La Canada, California. The 27,500 square foot building is owned by La Canada Properties, Inc., a California corporation under the control of the Principal Stockholder. The Companys independent directors have approved the lease for this new building which includes monthly rent of $37,125 for an initial term of ten years and grants the Company the option to extend the term of the lease for two additional periods of five years each. Management believes that the occupancy costs to the Company under this lease are no higher than those which would be charged by an unrelated third party under similar circumstances. The lease is attached as an exhibit to this Form 10-Q.
Item 6. Exhibits and Reports on Form 8-K.
(a) | Exhibits |
10.1 |
Lease between the Company and La Canada Properties, Inc. |
|
99.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(b) | Reports on Form 8-K. |
During the quarter for which this Report on Form 10-Q is filed, no reports on Form 8-K were filed.
SIGNATURE
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 duly authorized officer and principal financial officer.
SPORT CHALET, INC. | ||||
DATE: October 30, 2002 | By: | /s/ HOWARD K. KAMINSKY | ||
Howard K. Kaminsky Executive Vice President-Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) |
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CERTIFICATION
I, Craig Levra, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Sport Chalet, Inc.; | |
2. | Based on my knowledge, this quarterly 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 quarterly report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
a) | designed such disclosure controls and procedures to ensure that material information relativing to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | ||
b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and | ||
c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. | The registrants other certifying officers and I have disclosed based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and |
6. | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: October 30, 2002 | /s/ Craig Levra | |
|
||
Craig Levra, Chief Executive Officer |
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CERTIFICATION
I, Howard Kaminsky, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Sport Chalet, Inc.; | |
2. | Based on my knowledge, this quarterly 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 quarterly report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
a) | designed such disclosure controls and procedures to ensure that material information relativing to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | ||
b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and | ||
c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. | The registrants other certifying officers and I have disclosed based on our most recent evaluation, to the registrants auditors and the audit committee registrants board of directors (or persons performing the equivalent function): |
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and | |||
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and |
6. | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date : October 30, 2002 | /s/ Howard Kaminsky | |||
Howard Kaminsky, Chief Financial Officer |
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