Document

0001089063-17-000048.txt : 20170512 0001089063-17-000048.hdr.sgml : 20170512 20170512084151 ACCESSION NUMBER: 0001089063-17-000048 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170512 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170512 DATE AS OF CHANGE: 20170512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DICKS SPORTING GOODS INC CENTRAL INDEX KEY: 0001089063 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 161241537 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31463 FILM NUMBER: 17836523 BUSINESS ADDRESS: STREET 1: 345 COURT STREET CITY: CORAOPOLIS STATE: PA ZIP: 15108 BUSINESS PHONE: 7242733400 MAIL ADDRESS: STREET 1: 345 COURT STREET CITY: CORAOPOLIS STATE: PA ZIP: 15108 8-K/A 1 dks-20170512xform8xka.htm 8-K/A Document

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



ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION	3
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS	3
SIGNATURE	4

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

EX-99.1 2 dks-20170512_ex991.htm EXHIBIT 99.1 Exhibit

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		%