-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HzF26O/knHEqNbW1e70gm7ttcLT08R7GR5RZ2PSaE8VBbmiplGiMm3YPi16NXj09 Ftt3KLHRFCEC/OfxzfIK6Q== 0000898430-99-003760.txt : 20000211 0000898430-99-003760.hdr.sgml : 20000211 ACCESSION NUMBER: 0000898430-99-003760 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990828 FILED AS OF DATE: 19990930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINISH LINE INC /DE/ CENTRAL INDEX KEY: 0000886137 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 351537210 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-20184 FILM NUMBER: 99720190 BUSINESS ADDRESS: STREET 1: 3308 N MITTHOEFFER RD CITY: INDINAPOLIS STATE: IN ZIP: 46236 BUSINESS PHONE: 3178991022 MAIL ADDRESS: STREET 1: 3308 N MITTHOEFFER ROAD CITY: INDIANAPOLIS STATE: IN ZIP: 46236 10-Q 1 FORM 10-Q 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 thirteen week period ended August 28, 1999 --------------- OR ___ 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 0-20184 The Finish Line, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 35-1537210 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer identification number) of incorporation or organization) 3308 North Mitthoeffer Road Indianapolis, Indiana 46235 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) 317-899-1022 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (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 ___ --- Shares of common stock outstanding at September 24, 1999: Class A 18,575,565 Class B 6,267,375 1 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS THE FINISH LINE, INC. CONSOLIDATED BALANCE SHEETS (In thousands)
August 28, February 27, ASSETS 1999 1999 ---------- ------------ (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 34,538 $ 23,113 Short-term marketable securities 1,501 2,155 Accounts receivable 8,386 6,951 Merchandise inventories 153,761 135,303 Deferred income taxes 2,385 2,432 Other 1,482 1,241 -------- -------- Total current assets 202,053 171,195 PROPERTY AND EQUIPMENT: Land 315 315 Building 10,322 10,251 Leasehold improvements 82,288 74,948 Furniture, fixtures, and equipment 33,625 30,418 Construction in progress 3,200 4,251 -------- -------- 129,750 120,183 Less accumulated depreciation 35,624 29,749 -------- -------- 94,126 90,434 OTHER ASSETS: Marketable securities 14,655 15,656 Deferred income taxes 1,747 1,022 Other 246 248 -------- -------- 16,648 16,926 -------- -------- Total assets $312,827 $278,555 ======== ========
See accompanying notes. 2 THE FINISH LINE, INC. CONSOLIDATED BALANCE SHEETS (In thousands)
August 28, February 27, LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1999 ---------- ------------ (Unaudited) CURRENT LIABILITIES: Accounts payable $67,417 $50,672 Employee compensation 5,250 5,025 Accrued income taxes 3,417 446 Accrued property and sales tax 4,965 3,533 Other liabilities and accrued expenses 4,853 4,858 ------- ------- Total current liabilities 85,902 64,534 Long-term deferred rent payments 5,892 5,342 STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value; 1,000 shares authorized; none issued -- -- Common stock, $.01 par value Class A: Shares authorized - 30,000 Shares issued (August 28, 1999 - 19,967; February 27, 1999 - 18,961) Shares outstanding (August 28, 1999 - 18,654; February 27, 1999 - 17,598) 199 190 Class B: Shares authorized - 12,000 Shares issued and outstanding (August 28, 1999 - 6,267; February 27, 1999 - 7,244) 63 72 Additional paid-in capital 122,162 121,954 Retained earnings 110,367 98,905 Treasury stock (August 28, 1999 - 1,313; February 27, 1999 1,363) (11,758) (12,442) ------- ------- Total stockholders' equity 221,033 208,679 -------- -------- Total liabilities and stockholders' equity $312,827 $278,555 ======== ========
See accompanying notes. 3 THE FINISH LINE, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited)
Thirteen Weeks Ended Twenty-Six Weeks Ended August 28, August 29, August 28, August 29, 1999 1998 1999 1998 ---------- ---------- ---------- ---------- Net sales $165,994 $144,719 $298,290 $261,321 Cost of sales (including occupancy expense) 117,303 100,211 212,473 181,590 -------- -------- -------- -------- Gross profit 48,691 44,508 85,817 79,731 Selling, general, and administrative expenses 37,037 32,170 68,747 58,642 -------- -------- -------- -------- Operating income 11,654 12,338 17,070 21,089 Interest income - net (278) (397) (564) (887) -------- -------- -------- -------- Income before income taxes 11,932 12,735 17,634 21,976 Provision for income taxes 4,176 4,839 6,172 8,351 -------- -------- -------- -------- Net income $ 7,756 $ 7,896 $ 11,462 $ 13,625 ======== ======== ======== ======== Basic net income per share $ .31 $ .30 $ .46 $ .52 ======== ======== ======== ======== Basic weighted average shares 24,917 26,169 24,901 26,121 ======== ======== ======== ======== Diluted net income per share $ .31 $ .30 $ .46 $ .51 ======== ======== ======== ======== Diluted weighted average shares 25,149 26,541 25,173 26,523 ======== ======== ======== ========
See accompanying notes. 4 THE FINISH LINE, INC. CONSOLIDATED STATEMENTS OF CASH FLOW (In thousands) (Unaudited)
Twenty-Six Weeks Ended August 28, 1999 August 29, 1998 ---------------- --------------- Net Income $ 11,462 $ 13,625 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,767 5,187 Contribution of treasury stock to profit sharing plan 683 981 Deferred income taxes (678) (49) Loss on disposals of property and equipment 150 8 Changes in operating assets and liabilities: Accounts receivable (1,435) (5,958) Merchandise inventories (18,458) (971) Other current assets (241) (73) Other assets 2 1 Accounts payable 16,745 8,965 Employee compensation 225 (665) Accrued income taxes 2,971 (1,005) Other liabilities and accrued expenses 1,427 1,952 Deferred rent payments 550 360 --------- ---------- Net cash provided by operating activities 20,170 22,358 INVESTING ACTIVITIES: Purchases of property and equipment (10,772) (18,951) Proceeds from disposals of property and equipment 163 4 Purchases of marketable securities -- (1,970) Proceeds from maturity of short-term marketable securities 1,655 6,652 --------- ---------- Net cash used in investing activities (8,954) (14,265) FINANCING ACTIVITIES: Proceeds from short-term debt 2,800 2,200 Principal payments on short-term and long-term debt (2,800) (2,200) Proceeds and tax benefit from exercise of stock options 209 2,279 Common stock repurchased -- (684) --------- ---------- Net cash provided by financing activities 209 1,595 --------- ---------- Net increase in cash and cash equivalents 11,425 9,688 Cash and cash equivalents at beginning of period 23,113 28,113 --------- ---------- Cash and cash equivalents at end of period $ 34,538 $ 37,801 ========= ==========
See accompanying notes. 5 The Finish Line, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying unaudited consolidated financial statements of The Finish Line, Inc. and its wholly-owned subsidiary Spike's Holding, Inc. (collectively the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included. The Company has experienced, and expects to continue to experience, significant variability in sales and net income from quarter to quarter. Therefore, the results of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year. Except for the historical information contained herein, the matters discussed in this filing are forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those expressed in any of the forward looking statements. Such risks and uncertainties include, but are not limited to, product demand and market acceptance risks, the effect of economic conditions, the effect of competitive products and pricing, the availability of products, management of growth, and the other risks detailed in the Company's Securities and Exchange Commission filings. These financial statements should be read in conjunction with the financial statements and notes thereto for the year ended February 27, 1999. Through out this document, the term "fiscal 2000" refers to the Company's current fiscal year which ends February 26, 2000. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The following table and subsequent discussion sets forth operating data of the Company as a percentage of net sales for the periods indicated below. The following discussion and analysis should be read in conjunction with the unaudited Financial Statements included elsewhere herein.
Thirteen Weeks Ended Twenty-Six Weeks Ended August 28, August 29, August 28, August 29, 1999 1998 1999 1998 --------- ---------- ---------- ---------- (Unaudited) (Unaudited) Income Statement Data: Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales (including occupancy expenses) 70.7 69.2 71.2 69.5 ----- ----- ----- ----- Gross profit 29.3 30.8 28.8 30.5 Selling, general and administrative expenses 22.3 22.2 23.1 22.4 ----- ----- ----- ----- Operating income 7.0 8.6 5.7 8.1 Interest income - net (.2) (.3) (.2) (.3) ----- ----- ----- ----- Income before income taxes 7.2 8.9 5.9 8.4 Provision for income taxes 2.5 3.4 2.1 3.2 ----- ----- ----- ----- Net income 4.7% 5.5% 3.8% 5.2% ===== ===== ===== =====
7 Thirteen Weeks Ended 8/28/99 Compared to Thirteen Weeks Ended 8/29/98 Net sales increased 14.7% to $166.0 million for the thirteen weeks ended August 28, 1999 from $144.7 million for the thirteen weeks ended August 29, 1998. This increase in net sales was primarily attributable to sales from new stores. As of August 28, 1999, the number of stores in operation increased 16.4% to 384 from 330 at August 29, 1998. During the thirteen weeks ended August 28, 1999, the Company's comparable store sales decreased .6% compared to the same period in the prior year. Comparable net footwear sales for the thirteen weeks ended August 28, 1999 increased approximately 4.1%. Comparable net activewear and accessories sales for the comparable period decreased approximately 15.8%. Activewear and accessories continue to be negatively effected by a fashion shift by customers to contemporary non-athletic brands. Gross profit for the thirteen weeks ended August 28, 1999 was $48.7 million, an increase of $4.2 million over the thirteen weeks ended August 29, 1998. During this same period, gross profit decreased to 29.3% of net sales versus 30.8% for the prior year. Of this 1.5% decrease, .8% was due to an increase in occupancy costs as a percentage of net sales and 1.1% was due to decreased margin for products sold partially offset by a .4% decrease in inventory shrink expense. Selling, general and administrative expenses increased $4.9 million (15.1%) to $37.0 million (22.3% of net sales) for the thirteen weeks ended August 28, 1999 from $32.2 million (22.2% of net sales) for the thirteen weeks ended August 29, 1998. This dollar increase was primarily attributable to the operating costs related to operating 54 additional stores at August 28, 1999 versus August 29, 1998. Net interest income was $278,000 (.2% of net sales) for the thirteen weeks ended August 28, 1999, compared to net interest income of $397,000 (.3% of net sales) for the thirteen weeks ended August 29, 1998, a decrease of $119,000. This decrease was the result of reduced invested cash balances due to the Company's funding of fiscal 2000 expansion. The Company's provision for federal and state income taxes decreased $663,000 for the thirteen weeks ended August 28, 1999. The decrease is due to the decreased level of income before income taxes for the thirteen weeks ended August 28, 1999, along with a decrease in the effective tax rate to 35.0% for the thirteen weeks ended August 28, 1999 from 38.0% for the thirteen weeks ended August 29, 1998. The decrease in the effective tax rate is due to ongoing tax planning initiatives. Net income decreased 1.8% to $7.8 million for the thirteen weeks ended August 28, 1999 compared to $7.9 million for the thirteen weeks ended August 29, 1998. Diluted net income per share increased 3.3% to $.31 for the thirteen weeks ended August 28, 1999 compared to diluted net income per share of $.30 for the thirteen weeks ended August 29, 1998. Diluted weighted average shares outstanding were 25,149,000 and 26,541,000 respectively, for the thirteen weeks ended August 28, 1999 and August 29, 1998. The decrease of 5.2% in diluted average shares outstanding reflects the repurchase of 1,313,000 shares of Class A Common Stock through the stock buyback program authorized by the Board of Directors in September 1998. Twenty-Six Weeks Ended 8/28/99 Compared to Twenty-Six Weeks Ended 8/29/98 Net sales increased 14.1% ($37.0 million) to $298.3 million for the twenty- six weeks ended August 28, 1999 from $261.3 million for the twenty-six weeks ended August 29, 1998. Of this increase, $31.8 million was attributable to a 16.4% increase in the number of stores open (55 stores opened less 1 store closed) during the period from 330 at August 29, 1998 to 384 at August 28, 1999. The balance of the increase was due to a $9.5 million increase in net sales from the 31 stores open only part of the twenty - 8 six weeks of last year, partially offset by a comparable store sales decrease of 2.7% for the twenty-six weeks ended August 28, 1999. Comparable net footwear sales for the twenty-six weeks ended August 28, 1999 increased approximately 2.3%. Comparable net activewear and accessories decreased approximately 18.2% for the comparable period. Activewear and accessories continue to be negatively effected by a fashion shift by customers to contemporary non-athletic brands. Net sales per square foot decreased to $145 from $166 for the same period of the prior year. Sales per square foot have been negatively impacted by the decrease in activewear sales along with a 5.6% increase in the average store size from 5,647 square feet at August 29, 1998 to 5,966 square feet at August 28, 1999. Gross profit for the twenty-six weeks ended August 28, 1999 was $85.8 million, an increase of $6.1 million over the twenty-six weeks ended August 29, 1998. During this same period, gross profit decreased to 28.8% of net sales versus 30.5% for the prior year. Of this 1.7% decrease, 1.5% was due to an increase in occupancy costs as a percentage of net sales. Additionally, margin for product sold decreased .4%, however it was offset by a .2% decrease in inventory shrink expense. Selling, general and administrative expenses increased $10.1 million (17.2%) to $68.7 million (23.1% of net sales) for the twenty-six weeks ended August 28, 1999 from $58.6 million (22.4% of net sales) for the twenty-six weeks ended August 29, 1998. This dollar increase was primarily attributable to the operating costs related to operating 54 additional stores at August 28, 1999 versus August 29, 1998. Net interest income was $564,000 (.2% of net sales) for the twenty-six weeks ended August 28, 1999, compared to net interest income of $887,000 (.3% of net sales) for the twenty-six weeks ended August 29, 1998, a decrease of $323,000. This decrease was the result of reduced invested cash balances due to the Company's funding of fiscal 2000 expansion. The Company's provision for federal and state income taxes decreased $2.2 million to $6.2 million for the twenty-six weeks ended August 28, 1999 from $8.4 million for the twenty-six weeks ended August 29, 1998. The decrease is due to the decreased level of income before income taxes for the twenty-six weeks ended August 28, 1999, along with a decrease in the effective tax rate to 35.0% for the twenty-six weeks ended August 28, 1999 from 38.0% for the twenty-six weeks ended August 29, 1998. The decrease in the effective tax rate is due to ongoing tax planning initiatives. Net income decreased 15.9% to $11.5 million for the twenty-six weeks ended August 28, 1999 compared to $13.6 million for the twenty-six weeks ended August 29, 1998. Diluted net income per share decreased 9.8% to $.46 for the twenty six weeks ended August 28, 1999 compared to diluted net income per share of $.51 for the twenty six weeks August 29, 1998. Diluted weighted average shares outstanding were 25,173,000 and 26,523,000, respectively, for the periods ended August 28, 1999, and August 29, 1998. The decrease of 5.1% in diluted average shares outstanding reflects the repurchase of 1,313,000 shares of Class A Common Stock through the stock buyback program authorized by the Board of Directors in September 1998. Liquidity and Capital Resources The Company generated cash of $20.2 million from its operating activities during the twenty-six weeks ended August 28, 1999 as compared to $22.4 million during the twenty-six weeks ended August 29, 1998. The Company had a net use of cash from its investing activities of $9.0 million and $14.3 million for the twenty-six weeks ended August 28, 1999 and August 29, 1998, respectively. In fiscal 2000, $10.8 million was used primarily for construction of new stores and remodeling of existing stores. This was partially offset by a $1.7 million net maturities of marketable securities. 9 The Company had working capital of $116.2 million at August 28, 1999, an increase of $9.5 million from the working capital of $106.7 million at February 27, 1999. At August 28, 1999 the Company had cash and cash equivalents of $34.5 million and short-term marketable securities of $1.5 million and no interest bearing debt. Cash equivalents are primarily invested in tax exempt instruments with maturities of one to twenty-eight days. Short-term marketable securities range in maturity from 90 - 365 days from date of purchase and are primarily invested in tax exempt municipal obligations. In addition, the Company held long-term marketable securities of $14.7 million at August 28, 1999. Long-term marketable securities are primarily invested in tax exempt municipal obligations with maturities ranging from one to five years. In addition to the cash and marketable securities, the Company has a $75,000,000 revolving line of credit which expires July 2003. The line of credit contains restrictive covenants that limit, among other things, the Company's ability to declare or pay dividends, incur or guarantee debt, redeem shares of its capital stock, be a party to a merger, acquire or dispose of assets or engage in any other transactions outside the ordinary course of business. At August 28, 1999 the Company had no borrowings under the line and is in compliance with all restrictive covenants. Merchandise inventories were $153.8 million at August 28, 1999 compared to $135.3 million at February 27, 1999 and $131.1 million at August 29, 1998. On a per square foot basis, merchandise inventories at August 28, 1999 decreased 4.6% compared to August 29, 1998. The Company believes present levels are appropriate for the selling season. The Company's previously announced expansion plans are to increase its retail square footage by approximately 17% for fiscal 2000. Management believes that cash on hand, operating cash flow and the Company's existing bank facility will provide sufficient capital to complete the Company's fiscal 2000 store expansion program and to satisfy the Company's other capital requirements through fiscal 2000. Year 2000 Readiness The year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Such software and devises with embedded technology may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in system failures or miscalculations leading to disruptions in the Company's operations, including, among other things, a temporary inability to process transactions, receive inventory from suppliers, ship inventory to stores, or engage in similar business activities. The Company's year 2000 Plan (Plan) is being completed in four phases as it relates to IT systems, non-IT systems and third party suppliers, vendors and service providers ("Third Parties"). The four phases include inventory and assessment; remediation; testing; and contingency planning. The Company has undertaken initiatives to ensure that its information technology (IT) systems and non-IT systems will function properly with respect to dates in the year 2000 and thereafter. IT systems include hardware, accounting, data processing, and telephone systems, cash registers, hand-held terminals, scanning equipment, and other miscellaneous systems. Non-IT systems include alarm systems, time clocks, fax machines, material handling equipment, sprinklers, and heating, ventilating and air conditioning systems. To date the Company has substantially completed the first three phases of the Plan as it relates to substantially all IT and non-IT systems. The Company utilizes commercially available packaged software to support the majority of its application needs. A majority of such packages have been represented by the respective vendors as year 2000 compliant. Testing to date has confirmed this. Contingency planning as necessary is ongoing and is expected to be complete by October 1999. 10 Risks The Company believes that Third Parties represent the area of greatest risk to the Company including the potential failure of mall utilities and failure of merchandise vendor production facilities. This is due to the Company's limited ability to influence actions of the Third Parties, and because of the Company's inability to estimate the level and impact of noncompliance of Third Parties in some instances. Material Third Parties have been identified and the Company has opened communication with them in regards to the year 2000 issue. Correspondence has been sent to material Third Parties and the Company has received return correspondence from a large majority stating that they expect to be year 2000 compliant in 1999. The Company plans to perform follow-up inquiries with non- responding Third Parties and develop contingency plans by October 1999 if necessary. The Company purchased 56% of its merchandise from Nike in fiscal 1999 and expects merchandise purchases in fiscal 2000 to continue at a significant level. Nike has publicly stated that a substantial number of their significant suppliers and customers have not responded to Nike's surveys or provided assurance of their year 2000 readiness or have not responded with sufficient detail for Nike to determine their year 2000 readiness. The Company will continue to monitor this situation and will work with Nike, if necessary to develop contingency plans. A majority of the products purchased by the Company from Nike and its other key vendors are sourced in Asia. From the Company's review and through third party sources, including key vendor disclosures, the Company believes that the Asian factories which produce these products have limited year 2000 exposure due to the limited amount of automation. The Company does however have concerns regarding infrastructure in Asia such as electric power and telecommunications. Such failures could materially and adversely affect the Company's results of operations, liquidity, and financial condition. Costs Costs related to the year 2000 issue are funded through operating cash flows. The Company has not incurred significant historic costs related to the year 2000 issue as systems have been upgraded as part of the Company's growth and normal maintenance routines. Through August 28, 1999 the Company had expended approximately $125,000 in remediation efforts, including the costs of new software and modifying the applicable code of existing software. The Company has expensed the majority of these costs to date. The Company estimates the remaining of such costs to be less than $25,000. Although the Company anticipates no material business disruption will occur as a result of the year 2000 issue, the year 2000 issue is unique and the failure to correct a material year 2000 issue could result in an interruption, or a failure of, certain normal business activities or operations, such as loss of communications with store locations, inability to process transactions, inability for malls to operate, and the disruption of the supply of product and distribution channel. Such failures could materially and adversely affect the Company's results of operations, liquidity and financial condition. Due to general uncertainty inherent in the year 2000 problem, resulting primarily from the uncertainty of the year 2000 readiness of Third Parties, the Company is unable to determine at this time whether the consequences of year 2000 failures will have a material impact on the Company's results of operations, liquidity or financial condition. The above section, even if incorporated by reference into other documents or disclosures, is a year 2000 Readiness Disclosure as defined under the Year 2000 Information and Readiness Disclosure Act of 1998. 11 PART II - OTHER INFORMATION ITEM 1: Legal Proceedings ----------------- None. ITEM 2: Changes in Securities --------------------- None. ITEM 3: Defaults Upon Senior Securities ------------------------------- None. ITEM 4: Submission of Matters to a Vote of Security-Holders --------------------------------------------------- (a) The Annual Meeting of Stockholders was held on July 15, 1999. (b) The following directors were elected to serve until the 2000 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. Of the 17,496,889 shares (1 vote per share) of Class A common stock and the 7,244,068 shares (10 votes per share) of Class B common stock represented at the meeting, the directors were elected by the following votes:
Number Of Votes Received ------------------------ Name For Against ------------------ --------- -------- Alan H. Cohen 89,793,056 144,513 David I. Klapper 89,793,056 144,513 Larry J. Sablosky 89,793,050 144,519 Jonathan K. Layne 89,793,056 144,513 Jeffrey H. Smulyan 89,793,056 144,513 Stephen Goldsmith 89,792,556 145,013
ITEM 5: Other Information ----------------- None. ITEM 6: Exhibits and Reports on Form 8-K: --------------------------------- (a) Exhibits 11 - Computation of Net Income Per Share. 27 - Financial Data Schedule (b) Reports on Form 8-K There were no reports filed on Form 8-K during the thirteen week period ending August 28, 1999. 12 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 thereunto duly authorized. THE FINISH LINE, INC. Date: September 29, 1999 By: /s/ Steven J. Schneider ----------------------------- Steven J. Schneider Sr. Vice President - Finance, Chief Financial Officer and Assistant Secretary 13 EX-11 2 COMPUTATION OF NET INCOME PER SHARE EXHIBIT 11 COMPUTATION OF NET INCOME PER SHARE (In thousands, except per share amounts)
Thirteen Weeks Ended Twenty-Six Weeks Ended August 28, August 29, August 28, August 29, 1999 1998 1999 1998 ---------- ----------- ---------- ---------- Basic - ----- Average shares outstanding 24,917 26,169 24,901 26,121 ======= ======= ======== ======== Net income $ 7,756 $ 7,896 $ 11,462 $ 13,625 ======= ======= ======== ======== Per share amount $ .31 $ .30 $ .46 $ .52 ======= ======= ======== ======== Diluted - ------- Average shares outstanding 24,917 26,169 24,901 26,121 Net effect of dilutive stock options 232 372 272 402 ------- ------- ------- ------- Total 25,149 26,541 25,173 26,523 ======= ======= ======== ======== Net Income $ 7,756 $ 7,896 $ 11,462 $ 13,625 ======= ======= ======== ======== Per share amount $ .31 $ .30 $ .46 $ .51 ======= ======= ======== ========
EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS FOR THE TWENTY-SIX WEEKS ENDED AUGUST 28, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS FEB-26-2000 AUG-28-1999 34,538 1,501 8,386 0 153,761 202,053 129,750 35,624 312,827 85,902 0 262 0 0 220,771 312,827 298,290 298,290 212,473 212,773 68,747 0 (564) 17,634 6,172 11,462 0 0 0 11,462 .46 .46
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