Dicks Sporting Goods (DKS)

Risks

• Our business is dependent on macroeconomic conditions and consumer discretionary spending in the U.S., and reductions in such spending might adversely affect the Company’s business, operations, liquidity, financial results and stock price.
• Intense competition in the sporting goods industry and in retail could limit our growth and reduce our profitability.
• The COVID-19 pandemic has impacted and is expected to continue to have an impact on our business and results of operations.
• Fluctuations in product costs and availability due to inflationary pressures, fuel price uncertainty, supply chain constraints, increases in commodity prices, labor shortages and other factors could negatively impact our business and results of operations.
• A significant amount of our products are manufactured abroad, which subjects us to various international risks and costs, including foreign trade issues, currency exchange rate fluctuations, shipment delays and supply chain disruption and political instability, which could cause our sales and profitability to suffer.
• If we are unable to predict or effectively react to changes in consumer demand or shopping patterns, we may lose athletes and our sales may decline.
• Omni-channel growth in our business is complex and there are risks associated with operating our own eCommerce platform, including those relating to confidential athlete data.
• Our vertical brand offerings and new specialty concept stores expose us to potential increased costs and certain additional risks.
• Harm to our reputation could adversely impact our ability to attract and retain athletes and teammates.
• Our strategic plans and initiatives may initially result in a negative impact on our financial results and such plans and initiatives may not achieve the desired results within the anticipated time frame or at all.
• An inability to execute our real estate strategy could affect our financial results.
• Unauthorized disclosure of sensitive or confidential athlete, teammate, vendor or Company information could result in substantial costs and reputational damage, harm our business and standing with our athletes and could subject us to litigation and enforcement actions.
• Problems with our information systems could disrupt our operations and negatively impact our financial results and materially adversely affect our business operations.
• We may be unable to attract, train, engage and retain key personnel and teammates.
• The loss of one or more of our key executives or the inability to successfully attract and retain executive officers or implement effective succession planning strategies could have a material adverse effect on our business.
• The relative seasonality of our operations, along with the current geographic concentrations of our stores, exposes us to certain risks.
• Unseasonable or extreme weather conditions, alone or together with natural disasters, as well as other catastrophic events, could adversely affect our business and results of operations.
• We cannot provide any guaranty of future dividend payments or that we will continue to repurchase our common stock pursuant to our stock repurchase program.
• We are controlled by holders of our Class B common stock, whose interests may differ from other stockholders.
• The issuance of Class B common stock and other anti-takeover mechanisms could prevent or delay a change in control of our Company, even if such change in control would be beneficial to our stockholders.
• We depend on our suppliers, distributors and manufacturers to provide us with sufficient quantities of quality products in a timely fashion.
• We are subject to costs and risks associated with a complex regulatory, compliance and legal environment, including increased or changing laws and regulations affecting our business.
• Our sales and operating results could be adversely affected by product safety concerns.
• We may be subject to various types of litigation and other claims, and our insurance may not be sufficient to cover damages related to those claims.
• Our inability or failure to protect our intellectual property rights or any third parties claiming that we have infringed on their intellectual property rights could negatively impact our brand or have a negative impact on our operating results.
• Changes to tax laws and regulations could adversely affect our financial results or condition.
• Poor performance of professional sports teams within our core regions of operation, as well as league-wide lockouts, strikes or cancellations, retirement of or serious injury to key athletes or scandals involving such athletes could adversely affect our financial results.
• We may pursue strategic alliances, acquisitions or investments and the failure of an alliance, acquisition or investment to produce the anticipated results or the inability to successfully integrate the acquired companies could have an adverse impact on our business.
• Our ability to operate and expand our business and to respond to changing business and economic conditions is dependent upon the availability of adequate capital. In addition to certain restrictions imposed by the terms of our revolving credit facility (“Revolving Credit Facility”), our 3.15% senior notes due 2032 (the “2032 Notes”) and our 4.10% senior notes due 2052 (the “2052 Notes” and together with the 2032 Notes, the “Notes”), weakness in the capital markets could also negatively impact our access to capital.
• Our indebtedness and liabilities could limit the cash flow available for our operations and we may not be able to generate sufficient cash to service all of our indebtedness. We may be forced to take certain actions to satisfy our obligations under our indebtedness or we may experience a financial failure.
• Provisions in the indenture governing the Convertible Senior Notes and the indenture governing the 2032 Notes and the 2052 Notes could delay or prevent an otherwise beneficial takeover of us.
• The convertible note hedge and warrant transactions may affect the value of our common stock.
• We are subject to counterparty risk with respect to the convertible note hedge transactions.
• Conversion of the Convertible Senior Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of existing stockholders, including noteholders who have previously converted their notes.