SEC Comment Letter for DICK'S SPORTING GOODS, INC. (DKS) (CIK 0001089063) (DKS) — Jun 7, 2007
DICK'S SPORTING GOODS, INC. (DKS) (CIK 0001089063)
Date: June 7, 2007 · CIK: 0001089063 · Accession: 0000000000-07-028234
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0405 DIVISION OF CORPORATION FINANCE Mail Stop 3561 June 7, 2007 Mr. Timothy E. Kullman Chief Financial Officer Dick’s Sporting Goods, Inc. 300 Industry Drive RIDC Park West Pittsburgh, Pennsylvania 15275
Re: Dick’s Sporting Goods, Inc. Item 4.02 Form 8-K Filed June 5, 2007 File No. 1-31463
Dear Mr. Kullman:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with more information so we may better understand your disclosure. After re viewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 8-K filed June 5, 2007
1. Please tell us in detail how you account for construction allowances and recoverable costs from developed propert ies and related capit al expenditures. Address your balance sheet, income statement and cash flow accounting policies. Where relevant, please also address both stores where you are not considered the owner during the construction period a nd stores where you are considered the owner during the construction period and the authoritative liter ature that supports your present accounting positions. Please al so tell how you revised the cash flow
Mr. Timothy E. Kullman Dick’s Sporting Goods, Inc. June 7, 2007 Page 2 classifications, why your previous classi fications were inco rrect and why the revised classifications are appropriate. In addition, de scribe why the restatement had an effect on accounts receivable, de ferred construction allowances, capital expenditures, recoverable costs from developed properties and proceeds from sale-leaseback transactions . Taking into account the items above, please consider amending the filing to provide a more deta iled description of the facts underlying your conclusion that previously issued fi nancial statements should not be relied upon. Refer to Item 4.02(a)(2) of Form 8- K. Finally, please explain to us the factors you consider in determining whet her or not you are the owner of stores during the construction period.
2. Please explain to us the nature of your sale-leaseback transactions and, with reference to authoritative literature, y our related accounting policies. Please address the nature of propert ies subject to sale leaseback transactions, the nature of the items included in sales-leasebac k proceeds, why you are deemed the owner of the properties, why sale treatment is appropriate and how pr ofits and losses are determined and recognized.
As appropriate, please amend your filing and respond to these comments within five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter that provides any requested in formation. Detailed cover letters greatly facilitate our review. Please understand th at we may have additional comments after reviewing your amendment and response to our comments. Please submit your response letter on EDGAR.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
Mr. Timothy E. Kullman Dick’s Sporting Goods, Inc. June 7, 2007 Page 3 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comment on your filing.
If you have any questions regarding these co mments, please direct them to me at (202) 551-3336. In my absence, you may di rect your questions to William Thompson, Branch Chief, at (202) 551-3344.
Sincerely,
Adam Phippen
Staff Accountant
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
June 7, 2007
Mr. Timothy E. Kullman
Chief Financial Officer
Dick’s Sporting Goods, Inc.
300 Industry Drive
RIDC Park West
Pittsburgh, Pennsylvania 15275
Re: Dick’s Sporting Goods, Inc.
Item 4.02 Form 8-K
Filed June 5, 2007
File No. 1-31463
Dear Mr. Kullman:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure. After re viewing this information, we may raise
additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 8-K filed June 5, 2007
1. Please tell us in detail how you account for construction allowances and recoverable costs from developed propert ies and related capit al expenditures.
Address your balance sheet, income statement and cash flow accounting policies.
Where relevant, please also address both stores where you are not considered the
owner during the construction period a nd stores where you are considered the
owner during the construction period and the authoritative liter ature that supports
your present accounting positions. Please al so tell how you revised the cash flow
Mr. Timothy E. Kullman
Dick’s Sporting Goods, Inc. June 7, 2007
Page 2
classifications, why your previous classi fications were inco rrect and why the
revised classifications are appropriate. In addition, de scribe why the restatement
had an effect on accounts receivable, de ferred construction allowances, capital
expenditures, recoverable costs from developed properties and proceeds from
sale-leaseback transactions . Taking into account the items above, please consider
amending the filing to provide a more deta iled description of the facts underlying
your conclusion that previously issued fi nancial statements should not be relied
upon. Refer to Item 4.02(a)(2) of Form 8- K. Finally, please explain to us the
factors you consider in determining whet her or not you are the owner of stores
during the construction period.
2. Please explain to us the nature of your sale-leaseback transactions and, with
reference to authoritative literature, y our related accounting policies. Please
address the nature of propert ies subject to sale leaseback transactions, the nature
of the items included in sales-leasebac k proceeds, why you are deemed the owner
of the properties, why sale treatment is appropriate and how pr ofits and losses are
determined and recognized.
As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter that provides any requested in formation. Detailed cover letters greatly
facilitate our review. Please understand th at we may have additional comments after
reviewing your amendment and response to our comments. Please submit your response
letter on EDGAR.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
Mr. Timothy E. Kullman
Dick’s Sporting Goods, Inc. June 7, 2007
Page 3
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
If you have any questions regarding these co mments, please direct them to me at
(202) 551-3336. In my absence, you may di rect your questions to William Thompson,
Branch Chief, at (202) 551-3344.
Sincerely,
Adam Phippen
Staff Accountant