Form 8-K/A DICKS SPORTING GOODS For: May 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 12, 2017
DICK'S SPORTING GOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-31463 | 16-1241537 | |
(Commission File Number) | (IRS Employer Identification No.) | |
345 Court Street Coraopolis, Pennsylvania | 15108 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(724) 273-3400
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Explanatory Note
Dick's Sporting Goods, Inc. (the "Company") is filing this Current Report on Form 8-K/A to correct a computation error in the Company's press release furnished by the Company with its Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 7, 2017 (the "Original Filing").
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
This Form 8-K/A is being filed solely to correct a computation error in the calculation of Adjusted EBITDA within the "GAAP to non-GAAP Reconciliation - Adjusted EBITDA" tables in the Original Filing. This computation error resulted in a $23.4 million overstatement of Adjusted EBITDA amounts for both the 13 weeks and 52 weeks ended January 28, 2017. The corrected tables are furnished herewith.
There are no additional changes to the Original Filing.
The information in this Current Report on Form 8-K/A, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Corrected "GAAP to non-GAAP Reconciliation - Adjusted EBITDA" tables | |
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 thereunto duly authorized.
DICK'S SPORTING GOODS, INC. | |||
Date: May 12, 2017 | By: | /s/ LEE J. BELITSKY | |
Name: | Lee J. Belitsky | ||
Title: | Executive Vice President – Chief Financial Officer | ||
Exhibit Index
Exhibit No. | Description | |
99.1 | Corrected "GAAP to non-GAAP Reconciliation - Adjusted EBITDA" tables | |
Exhibit 99.1
Adjusted EBITDA
Adjusted EBITDA should not be considered as an alternative to net income or any other generally accepted accounting principles measure of performance or liquidity. Adjusted EBITDA, as the Company has calculated it, may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA is a key metric used by the Company that provides a measurement of profitability that eliminates the effect of changes resulting from financing decisions, tax regulations, capital investments and certain non-recurring, infrequent or unusual items.
13 Weeks Ended | ||||||||
January 28, 2017 | January 30, 2016 | |||||||
(dollars in thousands) | ||||||||
Net income | $ | 90,188 | $ | 128,993 | ||||
Provision for income taxes | 52,832 | 76,223 | ||||||
Interest expense | 1,843 | 1,462 | ||||||
Depreciation and amortization | 84,703 | 56,911 | ||||||
EBITDA | $ | 229,566 | $ | 263,589 | ||||
Add: Inventory write-down | 46,379 | — | ||||||
Add: Store closing charge | 9,434 | — | ||||||
Add: TSA and Golfsmith integration costs | 6,011 | — | ||||||
Adjusted EBITDA, as defined | $ | 291,390 | $ | 263,589 | ||||
% increase in adjusted EBITDA | 11 | % | ||||||
52 Weeks Ended | ||||||||
January 28, 2017 | January 30, 2016 | |||||||
(dollars in thousands) | ||||||||
Net income | $ | 287,396 | $ | 330,391 | ||||
Provision for income taxes | 171,026 | 200,484 | ||||||
Interest expense | 5,856 | 4,012 | ||||||
Depreciation and amortization | 233,834 | 193,594 | ||||||
EBITDA | $ | 698,112 | $ | 728,481 | ||||
Add: Inventory write-down | 46,379 | — | ||||||
Add: Store closing charge | 9,434 | — | ||||||
Add: TSA and Golfsmith integration costs | 13,647 | — | ||||||
Add: Litigation settlement charge | — | 7,884 | ||||||
Adjusted EBITDA, as defined | $ | 767,572 | $ | 736,365 | ||||
% increase in adjusted EBITDA | 4 | % | ||||||