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) May 2, 2002
Gart Sports Company
(Exact name of Registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
000-23515 | 84-1242802 | |
(Commission File Number) | (IRS Employee Identification No.) | |
1050 West Hampden Avenue, Englewood, Colorado |
80110 |
|
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (303) 200-5050
Not Applicable
(Former name or former address, if changed since last report)
The registrant hereby files the pro forma financial information, listed below, as required in the filing of its Registration Statement on Form S-3, dated May 2, 2002.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Gart Sports Company unaudited pro form combined condensed statement of operations for the 52 weeks ended February 2, 2002 reflecting the acquisition of Oshman's are included herein.
The accompanying unaudited pro forma combined condensed statement of operations for the 52 weeks ended February 2, 2002 presents the combined condensed statement of operations of Gart as if the acquisition of Oshman's had occurred on February 4, 2001. These statements do not include synergies or other cost savings expected to be realized by Gart, as a combined entity including Oshman's.
The actual results of operations of Oshman's are included in the Gart historical amounts from June 7, 2001, the date of the acquisition. The adjustments described below are for the period from February 4, 2001 to June 7, 2001, the period prior to the inclusion of the Oshman's actual operating results in the Gart historical amounts.
GART SPORTS COMPANY UNAUDITED PRO FORMA
COMBINED CONDENSED STATEMENT OF OPERATIONS
(Dollars in thousands, except per share amounts)
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Historical 52 Weeks Ended Feb. 2, 2002 |
Historical Feb. 4, 2001 to June 7, 2001 |
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Reclassification Adjustments |
Pro Forma Adjustments |
Pro Forma Combined |
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Gart |
Oshman's |
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Net sales | $ | 935,717 | $ | 101,473 | $ | 1,037,190 | |||||||||||
Cost of goods sold | 696,296 | 64,844 | $ | 9,144 | A | $ | 595 | B | 770,879 | ||||||||
Gross proift | 239,421 | 36,629 | (9,144 | ) | (595 | ) | 266,311 | ||||||||||
Operating expenses | 204,429 | 35,170 | (9,144 | )A | (215 | )C | 230,240 | ||||||||||
Merger integration costs | 12,490 | 5,717 | (5,179 | )D | 13,028 | ||||||||||||
Operating income (loss) | 22,502 | (4,258 | ) | 4,799 | 23,043 | ||||||||||||
Interest expense | (10,627 | ) | (8 | ) | (1,444 | )E | (12,079 | ) | |||||||||
Other income (expense) | 1,676 | (500 | ) | 1,176 | |||||||||||||
Income (loss) from continuing operations before income taxes | 13,551 | (4,766 | ) | 3,355 | 12,140 | ||||||||||||
Income tax (expense) benefit | (5,285 | ) | 1,859 | (1,308 | )F | (4,734 | ) | ||||||||||
Income (loss) from continuing operations | $ | 8,266 | $ | (2,907 | ) | $ | | $ | 2,047 | $ | 7,406 | ||||||
Earnings per share | |||||||||||||||||
Basic earnings (loss) per share | $ | 0.86 | $ | (0.50 | ) | $ | 0.69 | ||||||||||
Diluted earnings (loss) per share | $ | 0.80 | $ | (0.50 | ) | $ | 0.64 | ||||||||||
Weighted average shares of common stock outstanding: | |||||||||||||||||
Basic | 9,598,553 | 5,836,000 | (4,734,553 | )G | 10,700,000 | ||||||||||||
Diluted | 10,315,785 | 6,092,418 | (4,908,203 | )G | 11,500,000 | ||||||||||||
General:
The pro forma amounts of net income and basic and diluted earnings per share presented above differ from the amounts presented in footnote 3 to the consolidated financial statements for the fiscal year ended February 2, 2002 in Gart's Annual Report on Form 10-K. Certain adjustments, required by Article 11 of Regulation S-X under the securities act of 1933, as amended, were properly excluded from the unaudited amounts disclosed in footnote 3 to the consolidated financial statements. The difference primarily relates to the elimination of the effect of change in control liabilities incurred by Oshman's upon execution of the Agreement and Plan of Merger between the companies (see D).
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.
GART SPORTS COMPANY (Registrant) |
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Date: May 2, 2002 |
By: |
/s/ THOMAS T. HENDRICKSON Thomas T. Hendrickson Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |