ITEM 7.01. REGULATION FD DISCLOSURE.
The Company issued its fiscal 2020 outlook on March 10, 2020, which included
cautionary language related to supply chain disruption from COVID-19 potentially
impacting its results beginning in the second quarter. Subsequent to March 10,
2020, the Company experienced a significant reduction in customer traffic and
demand resulting from the continued spread of COVID-19. Effective March 18,
2020, the Company has decided to close all of its stores for two weeks. The
Company's eCommerce business, including Contactless Curbside Pickup and ship
from store are continuing. Because of the negative impact of COVID-19 on the
Company's financial results and the uncertainty related to its duration, the
Company is withdrawing its fiscal 2020 outlook. The Company is not providing an
updated outlook at this time.
On March 18, 2020, the Company also released a statement related to the impact
of COVID-19, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Forward-Looking Statements Involving Known and Unknown Risks and Uncertainties
This Form 8-K and Exhibit 99.1 contain forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
and change based on various important factors, many of which may be beyond the
Company's control. The Company's future performance and actual results may
differ materially from those expressed or implied in such forward-looking
statements. Forward-looking statements should not be relied upon by investors as
a prediction of actual results. Factors that could cause actual results to
differ materially from those expressed or implied in any forward-looking
statements include, but are not limited to: changes or declines in consumer
discretionary spending, including those caused by the impact of COVID-19; the
duration of store closings due to COVID-19; investments in omni-channel growth
not producing the anticipated benefits within the expected time-frame or at all;
risks relating to private brands and new retail concepts; investments in
business transformation initiatives not producing the anticipated benefits
within the expected time-frame or at all; the amount devoted to strategic
investments and the timing and success of those investments; the integration of
strategic acquisitions being more difficult, time-consuming, or costly than
expected; the impact of strategic decisions relating to the hunt business,
including Field & Stream; inventory turn; changes in the competitive market and
competition amongst retailers, including an increase in promotional activity;
changes in consumer demand or shopping patterns and the ability to identify new
trends and have the right trending products in stores and online; changes in
existing tax, labor, foreign trade and other laws and regulations, including
those imposing new taxes, surcharges, or tariffs; supply chain or manufacturing
disruptions, including those caused by extreme weather, natural disasters,
COVID-19, and other public health concerns; limitations on the availability of
attractive retail store sites; unauthorized disclosure of sensitive or
confidential customer information; website downtime, disruptions or other
problems with the eCommerce platform, including interruptions, delays or
downtime caused by high volumes of users or transactions, deficiencies in design
or implementation, or platform enhancements; disruptions or other problems with
information systems; factors affecting vendors, including supply chain and
currency risks; talent needs and the loss of Edward W. Stack, Chairman and Chief
Executive Officer; developments with sports leagues, professional athletes or
sports superstars; weather-related disruptions and seasonality of the Company's
business; and risks associated with being a controlled company. For additional
information on these and other factors that could affect the Company's actual
results, see the risk factors set forth in the Company's filings with the
Securities and Exchange Commission ("SEC"), including the most recent Annual
Report filed with the SEC on March 29, 2019 and the Quarterly Report filed with
the SEC on November 26, 2019. The Company disclaims and does not undertake any
obligation to update or revise any forward-looking statement in this Form 8-K or
Exhibit 99.1, except as required by applicable law or regulation.
Forward-looking statements included herein are made as of the date of this Form
8-K.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The following exhibit is being furnished pursuant to Item 601 of Regulation S-K
and General Instruction B.2 to this Form 8-K:
Exhibit No. Description
99.1 Statement dated March 18, 2020 by Dick's Sporting Goods, Inc. furnished
herewith
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