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Form 8-K FINISH LINE INC /IN/ For: Mar 27

March 27, 2015 7:45 AM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): March 27, 2015


The Finish Line, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Indiana
 
0-20184
 
35-1537210
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
3308 North Mitthoeffer Road
Indianapolis, Indiana
 
 
 

46235
(Address of principal executive offices)
 
 
 
(Zip Code)

Registrant’s telephone number, including area code: 317-899-1022

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02 Results of Operations and Financial Condition.

On March 27, 2015, The Finish Line, Inc. issued a press release discussing its results of operations for the thirteen and fifty-two weeks ended February 28, 2015, and its financial condition as of February 28, 2015.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Current Report, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
Description
99.1
Press release issued March 27, 2015, regarding results of operations


2


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 hereunto duly authorized.
 
 
The Finish Line, Inc.
 
 
 
 
 
 
 
 
Date: March 27, 2015
 
By:
/s/ Edward W. Wilhelm                
 
 
Name:
Edward W. Wilhelm
 
 
Title:
Executive Vice President, Chief Financial Officer
    

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Exhibit 99.1


Finish Line Reports Fourth Quarter and Full Fiscal Year 2015 Results


INDIANAPOLIS, March 27, 2015 – The Finish Line, Inc. (NASDAQ: FINL) today reported results for the fourth quarter and fiscal year 2015, representing the thirteen and fifty-two weeks ended February 28, 2015.


For the thirteen weeks ended February 28, 2015:

Consolidated net sales were $551.3 million, an increase of 6.3% over the prior year period.
Finish Line comparable store sales increased 2.6%.
On a GAAP basis, diluted earnings per share were $0.87.
Non-GAAP diluted earnings per share, which excludes the impact of impairment charges and store closing costs were $0.88.


For the fifty-two weeks ended February 28, 2015:

Consolidated net sales were a record $1.82 billion, an increase of 9.0% over the prior year.
Finish Line comparable store sales increased 3.2%.
On a GAAP basis, diluted earnings per share increased 9.0% over the prior year to $1.70.
Non-GAAP diluted earnings per share, which excludes the impact of impairment charges and store closing costs, employee resignation costs, and the recognition of a one-time tax benefit were $1.67.


“Our fourth quarter results, especially for our core business, represent a solid finish to a disappointing year,” said Glenn Lyon, Chairman and Chief Executive Officer of Finish Line. “We quickly reduced expenses and gained better leverage to deliver earnings ahead of plan. At the same time, we made progress rebalancing our inventory to better align with customer demand. While there is still work to be done to achieve operational excellence throughout the Company, we have a sound plan in place to improve profitability and continue our long track record of returning increased value to our shareholders.”


Balance Sheet

As of February 28, 2015, consolidated merchandise inventories increased 13.2% to $344.4 million compared to $304.2 million as of March 1, 2014.

The company repurchased 0.7 million shares of common stock in the fourth quarter, totaling $15.9 million. For the full year, Finish Line repurchased 2.7 million shares totaling $68.1 million. The Board has authorized a new 5 million share repurchase plan. The new plan will commence upon completion of the current plan which has 1.2 million shares remaining.

As of February 28, 2015, the company had no interest-bearing debt and $148.2 million in cash and cash equivalents, compared to $229.1 million as of March 1, 2014.

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Outlook

For the fiscal year ending February 27, 2016, Finish Line expects comparable store sales to be up in the low single to mid single digit range and earnings per share to increase in the low single to mid single digit range over fiscal year 2015 non-GAAP diluted earnings per share of $1.67.


Q4 Fiscal 2015 Conference Call Today, March 27, 2015 at 8:30 a.m.

The company will host a conference call for investors today, March 27, 2015, at 8:30 a.m. Eastern. To participate in the live conference call, dial 866-923-8645 (U.S. and Canada) or 660-422-4970 (International), conference ID #1414984. The live conference call will also be accessible online at www.finishline.com. A replay of the conference call can be accessed approximately two hours following the completion of the call by dialing 855-859-2056, conference ID #1414984. This recording will be made available through Monday, April 27, 2015. The replay will also be accessible online at www.finishline.com.


Annual Meeting July 16, 2015

The company’s Board of Directors has established July 16, 2015 as the date of the 2015 annual meeting of shareholders, with May 15, 2015 as the record date for this meeting.


Disclosure Regarding Non-GAAP Measures

This report refers to certain financial measures that are identified as non-GAAP. The company believes that these non-GAAP measures, including gross profit, selling, general and administrative expenses, operating income, income tax expense, net income attributable to The Finish Line, Inc. and diluted earnings per share attributable to The Finish Line, Inc. shareholders, are helpful to investors because they allow for a more direct comparison of the company’s year-over-year performance and are useful in assessing the company’s progress in achieving its long-term financial objectives. This supplemental information should not be considered in isolation or as a substitute for the related GAAP measures. A reconciliation of the non-GAAP measures to the comparable GAAP measures can be found in the company’s Form 8-K filed with the Securities and Exchange Commission with this release.


About The Finish Line, Inc.

The Finish Line, Inc. is a premium retailer of athletic shoes, apparel and accessories. Headquartered in Indianapolis, Finish Line has approximately 1,030 Finish Line branded locations primarily in U.S. malls and shops inside Macy’s department stores and employs more than 14,000 sneakerologists who help customers every day connect with their sport, their life and their style. Online shopping is available at www.finishline.com and www.macys.com. Mobile shopping is available at m.finishline.com. Follow Finish Line on Twitter at Twitter.com/FinishLine and “like” Finish Line on Facebook at Facebook.com/FinishLine. Track loyalty points and find store and product information with the free Finish Line app downloadable for iOS and Android customers.

Finish Line also operates the Running Specialty Group. This includes 76 specialty running stores in 17 states and the District of Columbia under The Running Company, Run On!, Blue Mile, Boulder Running Company, Roncker’s Running Spot, Running Fit, VA Runner, Capital RunWalk, Richmond  RoadRunner, Garry Gribble’s Running Sports, Run Colorado, Raleigh Running Outfitters, Striders, Indiana Running Company and JackRabbit Sports banners. More information is available at www.run.com or www.boulderrunningcompany.com.


Forward-Looking Statements

This news release includes statements that are or may be considered “forward-looking” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by the use of words or phrases such as “believe,” “expect,” “future,” “anticipate,” “intend,” “plan,” “foresee,” “may,”

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“should,” “will,” “estimates,” “outlook,” “potential,” “optimistic,” “confidence,” “continue,” “evolve,” “expand,” “growth” or words and phrases of similar meaning. Statements that describe objectives, plans or goals also are forward-looking statements.

All of these forward-looking statements are subject to risks, management assumptions and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. The principal risk factors that could cause actual performance and future actions to differ materially from the forward-looking statements include, but are not limited to, the company’s reliance on a few key vendors for a majority of its merchandise purchases (including a significant portion from one key vendor); the availability and timely receipt of products; the ability to timely fulfill and ship products to customers; fluctuations in oil prices causing changes in gasoline and energy prices, resulting in changes in consumer spending as well as increases in utility, freight and product costs; product demand and market acceptance risks; deterioration of macro-economic and business conditions; the inability to locate and obtain or retain acceptable lease terms for the company’s stores; the effect of competitive products and pricing; loss of key employees; execution of strategic growth initiatives (including actual and potential mergers and acquisitions and other components of the company’s capital allocation strategy); cybersecurity risks, including breach of customer data; and the other risks detailed in the company’s Securities and Exchange Commission filings. Readers are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included herein are made only as of the date of this report and Finish Line undertakes no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.

3



 
 
The Finish Line, Inc.
Consolidated Statements of Income
(In thousands, except per share and store/shop data)
 
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
February 28,
2015
 
March 1,
2014
 
February 28,
2015
 
March 1,
2014
 
 
(Unaudited)
 
(Unaudited
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
551,347

 
$
518,872

 
$
1,820,586

 
$
1,670,410

Cost of sales (including occupancy costs)
 
363,298

 
332,609

 
1,236,783

 
1,122,967

Gross profit
 
188,049

 
186,263

 
583,803

 
547,443

Selling, general and administrative expenses
 
123,754

 
117,668

 
459,455

 
424,571

Impairment charges and store closing costs
 
763

 
1,557

 
3,918

 
2,767

Operating income
 
63,532

 
67,038

 
120,430

 
120,105

Interest (expense) income, net
 
(21
)
 
10

 
(15
)
 
37

Gain on sale of investment
 

 
2,076

 

 
2,076

Income before income taxes
 
63,511

 
69,124

 
120,415

 
122,218

Income tax expense
 
23,078

 
26,370

 
40,673

 
47,166

Net income
 
40,433

 
42,754

 
79,742

 
75,052

Net loss attributable to redeemable noncontrolling interest
 
390

 
249

 
2,251

 
1,851

Net income attributable to The Finish Line, Inc.
 
$
40,823

 
$
43,003

 
$
81,993

 
$
76,903

Diluted earnings per share attributable to The Finish Line, Inc. shareholders
$
0.87

 
$
0.87

 
$
1.70

 
$
1.56

Diluted weighted average shares
 
46,593

 
48,605

 
47,658

 
48,701

Dividends declared per share
 
$
0.09

 
$
0.08

 
$
0.33

 
$
0.29

 
 
 
 
 
 
 
 
 
Finish Line store activity for the period:
 
 
 
 
 
 
 
 
     Beginning of period
 
642

 
658

 
645

 
645

       Opened
 
1

 

 
10

 
22

       Closed
 
(6
)
 
(13
)
 
(18
)
 
(22
)
     End of period
 
637

 
645

 
637

 
645

     Square feet at end of period
 
 
 
 
 
3,471,448

 
3,507,865

     Average square feet per store
 

 

 
5,450

 
5,439

Branded shops within department stores activity for the period:
 
 
 
 
 
 
 
 
     Beginning of period
 
397

 
181

 
185

 
3

       Opened
 

 
5

 
213

 
183

       Closed
 
(2
)
 
(1
)
 
(3
)
 
(1
)
     End of period
 
395

 
185

 
395

 
185

     Square feet at end of period
 
 
 
 
 
404,521

 
229,685

     Average square feet per shop
 

 

 
1,024

 
1,242

Running Specialty store activity for the period:
 
 
 
 
 
 
 
 
     Beginning of period
 
66

 
47

 
48

 
27

       Acquired
 
5

 
2

 
20

 
15

       Opened
 

 

 
3

 
7

       Closed
 

 
(1
)
 

 
(1
)
     End of period
 
71

 
48

 
71

 
48

     Square feet at end of period
 
 
 
 
 
262,148

 
155,930

     Average square feet per store
 

 

 
3,692

 
3,249

  

4





 
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
February 28,
2015
 
March 1,
2014
 
February 28,
2015
 
March 1,
2014
Net sales
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
Cost of sales (including occupancy costs)
 
65.9

 
64.1

 
67.9

 
67.2

Gross profit
 
34.1

 
35.9

 
32.1

 
32.8

Selling, general and administrative expenses
 
22.4

 
22.7

 
25.3

 
25.4

Impairment charges and store closing costs
 
0.1

 
0.3

 
0.2

 
0.2

Operating income
 
11.6

 
12.9

 
6.6

 
7.2

Interest (expense) income, net
 

 

 

 

Gain on sale of investment
 

 
0.4

 

 
0.1

Income before income taxes
 
11.6

 
13.3

 
6.6

 
7.3

Income tax expense
 
4.2

 
5.1

 
2.2

 
2.8

Net income
 
7.4

 
8.2

 
4.4

 
4.5

Net loss attributable to redeemable noncontrolling interest
 

 
0.1

 
0.1

 
0.1

Net income attributable to The Finish Line, Inc.
 
7.4
%
 
8.3
%
 
4.5
%
 
4.6
%



 
 
Condensed Consolidated Balance Sheets
 
 
February 28,
2015
 
March 1,
2014
 
 
(Unaudited)
 
 
ASSETS
 
 
 
 
Cash and cash equivalents
 
$
148,201

 
$
229,079

Merchandise inventories, net
 
344,396

 
304,209

Other current assets
 
37,691

 
33,675

Property and equipment, net
 
274,360

 
223,182

Goodwill
 
34,719

 
25,608

Other assets, net
 
10,119

 
9,192

     Total assets
 
$
849,486

 
$
824,945

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Current liabilities
 
$
197,128

 
$
193,670

Deferred credits from landlords
 
29,143

 
27,658

Other long-term liabilities
 
33,481

 
19,659

Redeemable noncontrolling interest, net
 
90

 
1,774

Shareholders’ equity
 
589,644

 
582,184

     Total liabilities and shareholders’ equity
 
$
849,486

 
$
824,945





5




The Finish Line, Inc.
Reconciliation of Gross Profit, GAAP to Gross Profit, Non-GAAP (Unaudited)
(In thousands)

 
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
February 28, 2015
 
March 1, 2014
 
February 28, 2015
 
March 1, 2014
Gross profit, GAAP
 
$
188,049

 
34.1
%
 
$
186,263

 
35.9
%
 
$
583,803

 
32.1
%
 
$
547,443

 
32.8
%
   Start-up costs
 

 

 

 

 

 

 
5,758

 
0.3

Gross profit, Non-GAAP
 
$
188,049

 
34.1
%
 
$
186,263

 
35.9
%
 
$
583,803

 
32.1
%
 
$
553,201

 
33.1
%


 
Reconciliation of Selling, General and Administrative Expenses, GAAP to
Selling, General and Administrative Expenses, Non-GAAP (Unaudited)
(In thousands)

 
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
February 28, 2015
 
March 1, 2014
 
February 28, 2015
 
March 1, 2014
Selling, general and administrative expenses, GAAP
 
$
123,754

 
22.4
%
 
$
117,668

 
22.7
%
 
$
459,455

 
25.3
 %
 
$
424,571

 
25.4
 %
Employee resignation costs
 

 

 

 

 
(842
)
 
(0.1
)
 

 

Start-up costs
 

 

 

 

 

 

 
(2,202
)
 
(0.1
)
Selling, general and administrative expenses, Non-GAAP
 
$
123,754

 
22.4
%
 
$
117,668

 
22.7
%
 
$
458,613

 
25.2
 %
 
$
422,369

 
25.3
 %
 

 
Reconciliation of Operating Income, GAAP to Operating Income, Non-GAAP (Unaudited)
(In thousands)

 
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
February 28, 2015
 
March 1, 2014
 
February 28, 2015
 
March 1, 2014
Operating income, GAAP
 
$
63,532

 
11.6
%
 
$
67,038

 
12.9
%
 
$
120,430

 
6.6
%
 
$
120,105

 
7.2
%
Impairment charges and store closing costs
 
763

 
0.1

 
1,557

 
0.3

 
3,918

 
0.2

 
2,767

 
0.2

Employee resignation costs
 

 

 

 

 
842

 
0.1

 

 

Start-up costs
 

 

 

 

 

 

 
7,960

 
0.4

Operating income, Non-GAAP
 
$
64,295

 
11.7
%
 
$
68,595

 
13.2
%
 
$
125,190

 
6.9
%
 
$
130,832

 
7.8
%











6



Reconciliation of Income Tax Expense, GAAP to Income Tax Expense, Non-GAAP (Unaudited)
(In thousands)

 
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
February 28, 2015
 
March 1, 2014
 
February 28, 2015
 
March 1, 2014
Income tax expense, GAAP
 
$
23,078

 
4.2
%
 
$
26,370

 
5.1
 %
 
$
40,673

 
2.2
%
 
$
47,166

 
2.8
 %
Tax affect of:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impairment charges and store closing costs
 
293

 

 
601

 
0.1

 
1,508

 
0.1

 
1,074

 
0.1

Employee resignation costs
 

 

 

 

 
324

 

 

 

Start-up costs
 

 

 

 

 

 

 
3,109

 
0.2

Gain on sale of investment
 

 

 
(802
)
 
(0.2
)
 

 

 
(802
)
 
(0.1
)
One-time tax benefit
 

 

 

 

 
4,313

 
0.3

 

 

Income tax expense, Non-GAAP
 
$
23,371

 
4.2
%
 
$
26,169

 
5.0
 %
 
$
46,818

 
2.6
%
 
$
50,547

 
3.0
 %

 

Reconciliation of Net Income Attributable to The Finish Line, Inc., GAAP to
Net Income Attributable to The Finish Line, Inc., Non-GAAP (Unaudited)
(In thousands)

 
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
February 28, 2015
 
March 1, 2014
 
February 28, 2015
 
March 1, 2014
Net income attributable to The Finish Line, Inc., GAAP
 
$
40,823

 
7.4
%
 
$
43,003

 
8.3
 %
 
$
81,993

 
4.5
 %
 
$
76,903

 
4.6
 %
Impairment charges and store closing costs, net of income taxes*
 
470

 
0.1

 
956

 
0.2

 
2,354

 
0.2

 
1,693

 
0.1

Employee resignation costs, net of income taxes
 

 

 

 

 
518

 

 

 

Start-up costs, net of income taxes
 

 

 

 

 

 

 
4,851

 
0.3

Gain on sale of investment, net of income taxes**
 

 

 
(962
)
 
(0.2
)
 

 

 
(962
)
 
(0.1
)
One-time tax benefit
 

 

 

 

 
(4,313
)
 
(0.3
)
 

 

Net income attributable to The Finish Line, Inc., Non-GAAP
 
$
41,293

 
7.5
%
 
$
42,997

 
8.3
 %
 
$
80,552

 
4.4
 %
 
$
82,485

 
4.9
 %

* Net of decrease to net loss attributable to redeemable noncontrolling interest for the fifty-two weeks ended February 28, 2015 related to impairment charges of $56.

** Net of increase to net loss attributable to redeemable noncontrolling interest related to gain on sale of investment of $312.








7



Reconciliation of Diluted Earnings Per Share Attributable to The Finish Line, Inc. Shareholders, GAAP to
Diluted Earnings Per Share Attributable to The Finish Line, Inc. Shareholders, Non-GAAP (unaudited)


 
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
February 28,
2015
 
March 1,
2014
 
February 28,
2015
 
March 1,
2014
Diluted earnings per share attributable to The Finish Line, Inc. shareholders, GAAP
 
$
0.87

 
$
0.87

 
$
1.70

 
$
1.56

Impairment charges and store closing costs, net of income taxes and redeemable noncontrolling interest
 
0.01

 
0.02

 
0.05

 
0.03

Employee resignation costs, net of income taxes
 

 

 
0.01

 

Start-up costs, net of income taxes
 

 

 

 
0.10

Gain on sale of investment, net of income taxes and redeemable noncontrolling interest
 

 
(0.02
)
 

 
(0.02
)
One-time tax benefit
 

 

 
(0.09
)
 

Diluted earnings per share attributable to The Finish Line, Inc. shareholders, Non-GAAP
 
$
0.88

 
$
0.87

 
$
1.67

 
$
1.67

 
Note: See Disclosure Regarding Non-GAAP Measures above.
 

Media Contact:
Investor Contact:
Dianna Boyce
Ed Wilhelm
Corporate Communications
Chief Financial Officer
317-613-6577
317-613-6914


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