DICK'S SPORTING GOODS, INC. ITEM 7.01 REGULATION FD DISCLOSURE
DICK'S Sporting Goods, Inc. (the "Company") today provided an update to its full year 2021 outlook that was previously disclosed in Exhibit 99.1 to its Current Report on Form 8-K filed with theSecurities and Exchange Commission (the "SEC") onNovember 23, 2021 . The Company also provided a fourth quarter 2021 outlook. The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Full Year 2021 Outlook Update
The Company has raised its full year 2021 earnings per diluted share guidance to$13.70 to 13.79 compared to prior guidance of$12.88 to 13.06. In addition, the Company has raised its full year non-GAAP earnings per diluted share guidance to$15.50 to 15.60 compared to prior guidance of$14.60 to 14.80. The GAAP to non-GAAP reconciliation is included in the table below under "Non-GAAP Financial Measures".
The Company also has raised its full year consolidated same store sales guidance and now expects consolidated same store sales to increase between 25.8% to 26.1%, compared to the previous guidance of between 24% to 25%.
Fourth Quarter 2021 Outlook
The Company expects its fourth quarter 2021 earnings per diluted share will be
The Company also anticipates that its fourth quarter 2021 consolidated same store sales will increase between 3.7% to 4.7%.
Fiscal 2021 Consolidated Same Store Sales
Consolidated same store sales include stores that were temporarily closed during fiscal 2020 as a result of the COVID-19 pandemic. The method of calculating consolidated same store sales varies across the retail industry, including the treatment of temporary store closures as a result of COVID-19. Accordingly, our method of calculating this metric may not be the same as other retailers' methods. For additional information on consolidated same store sales, please see our most recent Annual Report on Form 10-K for the fiscal year endedJanuary 30, 2021 , filed with theSecurities and Exchange Commission onMarch 24, 2021 . --------------------------------------------------------------------------------
Non-GAAP Financial Measures
In addition to reporting the Company's financial results in accordance with
generally accepted accounting principles ("GAAP"), the Company reports certain
financial results that differ from what is reported under GAAP. These non-GAAP
financial measures include consolidated non-GAAP net income, non-GAAP earnings
per diluted share, non-GAAP income before income taxes, and non-GAAP diluted
shares outstanding, which management believes provides investors with useful
supplemental information to evaluate the Company's ongoing operations and to
compare with past and future periods. Management believes that excluding
non-cash debt discount amortization from its convertible senior notes and
including the share impact from the convertible note hedge is useful to
investors because it provides a more complete view of the economics of the
transaction. Management also uses certain non-GAAP measures internally for
forecasting, budgeting, and measuring its operating performance. These measures
should be viewed as supplementing, and not as an alternative or substitute for,
the Company's financial results prepared in accordance with GAAP. The methods
used by the Company to calculate its non-GAAP financial measures may differ
significantly from methods used by other companies to compute similar measures.
As a result, any non-GAAP financial measures presented herein may not be
comparable to similar measures provided by other companies. A reconciliation of
the Company's non-GAAP measures to the most directly comparable GAAP financial
measures are provided below and on the Company's website at investors.DICKS.com.
Reconciliations of Non-GAAP Consolidated Net Income and Earnings Per Diluted
Share Guidance
(in millions, except per share amounts)
52 Weeks Ended January 29, 2022
Low End High End
Income before Net Weighted average Earnings per Income before Net Weighted average Earnings per
income taxes income (2) diluted shares diluted share income taxes income (2) diluted shares diluted share
GAAP Basis $ 1,970 $ 1,502 109.6 $ 13.70 $ 1,982 $ 1,511 109.6 $ 13.79
Convertible senior
notes (1) 30 22 (11.3) 30 22 (11.3)
Non-GAAP Basis $ 2,000 $ 1,524 98.3 $ 15.50 $ 2,012 $ 1,533 98.3 $ 15.60
(1)Amortization of the non-cash debt discount on the Company's convertible
senior notes and diluted shares that are designed to be offset at settlement by
shares delivered from the convertible note hedge purchased by the Company.
(2)The provision for income taxes for non-GAAP adjustments was calculated at
26%, which approximates the Company's blended tax rate.
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13 Weeks Ended January 29, 2022
Low End High End
Income before Net Weighted average Earnings per Income before Net Weighted average Earnings per
income taxes income (2) diluted shares diluted share income taxes income (2) diluted shares diluted share
GAAP Basis $ 436 $ 329 109.5 $ 3.00 $ 448 $ 338 109.5 $ 3.09
Convertible senior
notes (1) 7 5 (12.7) 7 5 (12.7)
Non-GAAP Basis $ 443 $ 334 96.8 $ 3.45 $ 455 $ 343 96.8 $ 3.55
(1)Amortization of the non-cash debt discount on the Company's convertible
senior notes and diluted shares that are designed to be offset at settlement by
shares delivered from the convertible note hedge purchased by the Company.
(2)The provision for income taxes for non-GAAP adjustments was calculated at
26%, which approximates the Company's blended tax rate.
Forward-Looking Statements Involving Known and Unknown Risks and Uncertainties
This disclosure contains 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. Forward-looking statements include statements regarding, among other things, the Company's future performance, including full year and fourth quarter 2021 outlook for sales and earnings. The following factors, among others, in some cases have affected, and in the future, could affect our financial performance and actual results, and could cause actual results for full year and fourth quarter 2021 to differ materially from those expressed or implied in any forward-looking statements included in this document or otherwise made by our management: the impact on our business, operations and financial results due to the duration and scope of the COVID-19 pandemic, including the potential impact due to disruptions in our and our vendors' supply chains and due to restrictions imposed by federal, state, and local governments in response to increases in the number of COVID-19 cases in areas in which we operate; changes in consumer discretionary spending; the extent to which changes in consumer demand due to the COVID-19 pandemic will continue and whether new trends will emerge after the impact of the COVID-19 pandemic subsides; store closures and other impacts to our business resulting from civil disturbances; 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; 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; the impact of a high rate of inflation on our business; changes in existing tax, labor, foreign trade and other laws and regulations, including those imposing new taxes, surcharges, or tariffs; 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; increasing direct competition from vendors, and increasing product costs due to various reasons, including foreign trade issues, currency exchange rate fluctuations, and increasing prices for raw materials due to inflation; the loss of key personnel, includingEdward W. Stack , Executive Chairman, orLauren Hobart , President and Chief Executive Officer; developments with sports leagues, professional athletes or sports superstars, including disruptions and cancellations due to COVID-19; 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 theSEC , including the most recent Annual Report filed with theSEC onMarch 24, 2021 and our Quarterly Report filed with theSEC onNovember 23, 2021 . The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law or regulation. Forward-looking statements included herein are made as of the date hereof.
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