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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended Commission file number
January 30, 1999 000-20969
HIBBETT SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-1074067
(State of other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification No.)
451 Industrial Lane
Birmingham, Alabama 35211
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(205) 942-4292
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class CUSIP Number Which Registered
Common Stock, $.01 Par Value 428565-10-5 NASDAQ Stock Market
Securities registered pursuant to Section 12(g) of the Act:
None
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) and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No ___
----
Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K ((S)229.405 of this chapter) is not contained herein, and will
not be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ___.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant (assuming for purposes of this calculation that all executive
officers and directors are "affiliates") was $80,138,531 at April 6,1999, based
on the closing sale price of $21.625 for the Common Stock on such date on the
Nasdaq National Market.
The number of shares outstanding of the Registrant's Common Stock, as of April
6, 1999 was 6,421,491.
DOCUMENTS INCORPORATED BY REFERENCE
Items 6, 7, 7A and 8 of Part II are incorporated by reference from the Company's
1999 Annual Report to Stockholders. Items 10, 11, 12 and 13 of Part III are
incorporated by reference from the Company's definitive Proxy Statement for the
1999 Annual Meeting of Stockholders, to be held June 8, 1999. Registrant's
definitive Proxy Statement will be filed with the Securities and Exchange
Commission on or before April 30, 1999.
HIBBETT SPORTING GOODS, INC.
INDEX
PART I
Item 1. Business 2
Item 2. Properties 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 7
Item 6. Selected Consolidated Financial and Operating Data 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 7A. Quantitative and Qualitative Disclosure About
Market Risk 8
Item 8. Consolidated Financial Statements and Supplementary
Data 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
PART III
Item 10. Directors and Executive Officers of Registrant 8
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners and
Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 8
PART I
ITEM 1. BUSINESS
GENERAL
Hibbett Sporting Goods, Inc. ("Hibbett" or the "Company") is a rapidly-
growing operator of full-line sporting goods stores in small to mid-sized
markets predominantly in the southeastern United States. Hibbett's stores offer
a broad assortment of quality athletic equipment, footwear and apparel at
competitive prices with superior customer service. The Company's merchandise
assortment features a broad selection of brand name merchandise emphasizing team
and individual sports complemented by localized apparel and accessories designed
to appeal to a wide range of customers within each market. The Company believes
that its stores are among the primary retail distribution alternatives for brand
name vendors that seek to reach Hibbett's target markets.
The Company operates 156 Hibbett Sports stores as well as eleven smaller-
format Sports Additions athletic shoe stores and four larger-format Sports & Co.
superstores. Hibbett's primary retail format and growth vehicle is Hibbett
Sports, a 5,000 square foot store located primarily in enclosed malls and
dominant strip centers. Although competitors in some markets may carry product
lines and national brands similar to Hibbett, the Company believes that its
Hibbett Sports stores are typically the primary, full-line sporting goods
retailers in their markets due to the extensive selection of traditional team
and individual sports merchandise offered and a high level of customer service.
BUSINESS STRATEGY
The Company targets markets with county populations that range from 30,000
to 250,000. By targeting these smaller markets, the Company believes that it is
able to achieve significant strategic advantages, including numerous expansion
opportunities, comparatively low operating costs and a more limited competitive
environment than generally faced in larger markets. In addition, the Company
establishes greater customer and vendor recognition as the leading full-line
sporting goods retailer in these local communities.
Management believes that its ability to merchandise to local sporting or
community interests differentiates Hibbett from its national competitors. This
strong regional focus also enables the Company to achieve significant cost
benefits including lower corporate expenses, reduced distribution costs and
increased economies of scale from marketing activities. Additionally, Hibbett
also utilizes sophisticated information systems to maintain tight controls over
operating costs.
The Company strives to hire enthusiastic sales personnel with an interest
in sports. The Company's extensive training program focuses on product
knowledge and selling skills and is conducted through the use of in-store
clinics, videos, self study courses, and interactive group discussions.
STORE CONCEPTS
Hibbett Sports
The Company's primary retail format is Hibbett Sports, a 5,000 square foot
store located in enclosed malls and dominant strip centers. The Company tailors
its Hibbett Sports concept to the size, demographics and competitive conditions
of each market. Eighty-eight Hibbett Sports stores are located in enclosed
malls, the majority of which are the only enclosed malls in the county, and the
remaining sixty-eight are located in dominant strip centers.
Hibbett Sports stores offer a core selection of quality, brand name
merchandise with an emphasis on team and individual sports. This merchandise
mix is complemented by a selection of localized apparel and accessories designed
to appeal to a wide range of customers within each market. For example, the
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Company believes that apparel with logos of sports teams of local interest
represents a larger percentage of the merchandise mix in Hibbett Sports stores
than it does in the stores of national chain competitors. In addition, the
Company strives to quickly respond to major sports events of local interest such
as the recent University of Tennessee NCAA football championship.
Sports Additions
The Company's eleven Sports Additions stores are small, mall-based stores,
averaging 1,500 square feet with approximately 90% of merchandise consisting of
athletic footwear and the remainder consisting of caps and a limited assortment
of apparel. Sports Additions stores offer a broader assortment of athletic
footwear, with a greater emphasis on fashion than the athletic footwear
assortment offered by Hibbett Sports stores. All but one Sports Additions store
are currently located in malls in which Hibbett Sports stores are also present.
Sports & Co.
The Company opened four Sports & Co. superstores between March 1995 and
September 1996. Sports & Co. superstores average 25,000 square feet and offer a
larger assortment of athletic footwear, apparel and equipment than Hibbett
Sports stores. Athletic equipment and apparel represent a higher percentage of
the overall merchandise mix at Sports & Co. superstores than they do at Hibbett
Sports stores. Sports & Co. superstores are designed to project the same
exciting and entertaining in-store atmosphere as Hibbett Sports stores but on a
larger scale. For example, Sports & Co. superstores offer customer
participation areas, such as putting greens and basketball hoop shoots, and
feature periodic special events including appearances by well-known athletes.
Team Sales
Hibbett Team Sales, Inc. ("Team Sales"), a wholly-owned subsidiary of the
Company, is a leading supplier of customized athletic apparel, equipment and
footwear to school, athletic and youth programs in Alabama. Team Sales sells its
merchandise directly to educational institutions and youth associations. The
operations of Team Sales are independent of the operations of the Company's
stores, and its warehousing and distribution operate out of its own warehouse.
Team Sales does not meet the materiality reporting requirements of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
131, Disclosures About Segments of an Enterprise and Related Information.
EXPANSION STRATEGY
Hibbett targets markets ranging in population from 30,000 to 250,000. By
targeting smaller markets, the Company believes that it is able to achieve
significant strategic advantages, including numerous expansion opportunities,
comparatively lower operating costs and a more limited competitive environment
than generally faced in larger markets. In addition, the Company establishes
greater customer and vendor recognition as the leading full-line sporting goods
retailer in the local community.
In fiscal 1994, the Company began to accelerate its rate of new store
openings to take advantage of the growth opportunities in its target markets.
The Company has identified approximately 500 potential markets for future
Hibbett Sports stores within the states in which it operates and in contiguous
states. Hibbett's clustered expansion program, which calls for opening new
stores within a two-hour driving distance of another Company location, allows it
to take advantage of efficiencies in distribution, marketing and regional
management. In January 1996, the Company moved its operations to a newly
constructed distribution center which has significant expansion potential to
support the Company's growth for the foreseeable future. The Company anticipates
expanding the distribution center in fiscal 2000.
In evaluating potential markets, the Company considers population, economic
conditions, local competitive dynamics and availability of suitable real estate.
Hibbett Sports stores effectively operate in both enclosed mall and dominant
strip center locations.
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The Company's continued growth will depend, in large part, upon the
Company's ability to open new stores in a timely manner and to operate them
profitably. However, successful expansion is subject to various contingencies,
many of which are beyond the Company's control. These contingencies include,
among others, (i) the Company's ability to identify and secure suitable store
sites on a timely basis and on satisfactory terms and to complete any necessary
construction or refurbishment of these sites, (ii) the Company's ability to
hire, train and retain qualified managers and other personnel and (iii) the
successful integration of new stores into existing operations. No assurance can
be given that the Company will be able to complete its expansion plans
successfully; that the Company will be able to achieve results similar to those
achieved with prior locations; or that the Company will be able to continue to
manage its growth effectively. The Company's failure to achieve its expansion
plans could materially adversely affect its business, financial condition and
results of operations.
MERCHANDISING
The Company's merchandising strategy is to provide a broad assortment of
quality athletic equipment, footwear and apparel at competitive prices in a full
service environment. The Company's stores offer a broad selection of brand name
merchandise with an emphasis on team and individual sports. This merchandise mix
is complemented by a selection of localized apparel and accessories designed to
appeal to a wide range of customers within each market. The Company's leading
product category is athletic footwear, followed by apparel and sporting
equipment, ranked according to sales.
The Company emphasizes quality brand name merchandise. The Company believes
that the breadth and depth of its brand name merchandise selection generally
exceeds the merchandise selection carried by local independent competitors.
Many of these branded products are highly technical and require considerable
sales assistance. The Company coordinates with its vendors to educate the sales
staff at the store level on new products and trends.
Although the core merchandise assortment tends to be similar for each
Hibbett Sports store, important local or regional differences frequently exist.
Accordingly, the Company's stores regularly offer products that reflect
preferences for particular sporting activities in each community and local
interest in college and professional sports teams. The Company's knowledge of
these interests, combined with its access to leading vendors, enables Hibbett
Sports stores to react quickly to emerging trends or special events, such as
college or professional championships.
The Company's merchandise staff analyzes current sporting goods trends by
maintaining close relationships with the Company's vendors, monitoring sales at
competing stores, communicating with customers, store managers and personnel and
reviewing industry trade publications. The merchandise staff works closely with
store personnel to meet the requirements of individual stores for appropriate
merchandise in sufficient quantities.
The Company's success depends in part on its ability to anticipate and
respond to changing merchandise trends and consumer demand in a timely manner.
Accordingly, any failure by the Company to identify and respond to emerging
trends could adversely affect consumer acceptance of the merchandise in the
Company's stores, which in turn could materially adversely affect the Company's
business, financial condition and results of operations. In addition, if the
Company miscalculates either the market for the merchandise in its stores or its
customers' purchasing habits, it may be faced with a significant amount of
unsold inventory, which could have a material adverse effect on the Company's
business, financial condition and results of operations. In addition, a major
shift in consumer demand away from athletic footwear and apparel could have a
material adverse effect on the Company's business, financial condition and
results of operations.
VENDOR RELATIONSHIPS
The sporting goods retail business is very brand name driven. Accordingly,
the Company maintains relationships with a number of well-known sporting goods
vendors to satisfy customer demand. The
4
Company believes that its stores are among the primary retail distribution
alternatives for brand name vendors that seek to reach Hibbett's target markets.
As a result, the Company is able to attract considerable vendor interest and
establish long-term partnerships with vendors. As its vendors expand their
product lines and grow in popularity, the Company expands its sales and
promotions of these products within its stores. In addition, as the Company
continues to increase its store base and enter new markets, the vendors have
increased their brand presence within these regions. The Company also places
significant emphasis on and works with its vendors to establish the most
favorable pricing and to receive cooperative marketing funds. Management
believes the Company maintains excellent working relationships with vendors.
During fiscal 1999, the Company's largest vendor, Nike, represented
approximately 36% of its total purchases.
The loss of key vendor support could have a material adverse effect on the
Company's business, financial condition and results of operations. The Company
believes that it has long-standing and strong relationships with its vendors and
that it has adequate sources of brand name merchandise on competitive terms;
however, there can be no assurance that the Company will be able to acquire such
merchandise at competitive prices or on competitive terms in the future. In
this regard, certain merchandise that is high profile and in high demand may be
allocated by vendors based upon the vendors' internal criteria which are beyond
the Company's control.
ADVERTISING AND PROMOTION
The Company targets special advertising opportunities in its markets to
increase the effectiveness of its advertising budget. In particular, the
Company prefers advertising in local media as a way to further differentiate
itself from national chain competitors. Substantially all of the Company's
advertising and promotional spending is centrally directed, with some funds
allocated to district managers on an as-requested basis. Advertising in the
sports pages of local newspapers serves as the foundation of the Company's
promotional program, and in fiscal 1999 it accounted for the majority of the
Company's total advertising costs. Other media such as local radio, television
and outdoor billboards are used by the Company to reinforce Hibbett name
recognition and brand awareness in the community. In addition, direct mail to
customers on an in-house mailing list has been used by the Company to reinforce
already established buying patterns and to increase customer loyalty.
DISTRIBUTION
The Company maintains a single 130,000 square foot distribution center in
Birmingham, Alabama for all 171 of its existing stores and manages the
distribution process centrally from its corporate headquarters which are located
in the same building as the distribution center. In January 1996 the Company
moved its operations to this newly constructed distribution center which has
significant expansion potential to support the Company's growth for the
foreseeable future. In fact, in order to support its continued expansion, the
Company anticipates adding approximately 90,000 square feet to the facility in
fiscal 2000. The Company believes strong distribution support for its stores is
a critical element of its expansion strategy and is central to its ability to
maintain a low cost operating structure. As the Company continues its
expansion, it intends to open new stores in locations that can be supplied from
the Company's distribution center.
The Company receives substantially all of its merchandise at its
distribution center. For key products, the Company maintains backstock at the
distribution center that is allocated and distributed to stores through an
automatic replenishment program based on items sold during the prior week.
Merchandise is typically delivered to stores weekly via Company-operated
vehicles.
COMPETITION
The business in which the Company is engaged is highly competitive and many
of the items sold by the Company are sold by local sporting goods stores,
department and discount stores, athletic footwear and other specialty athletic
stores, traditional shoe stores and national and regional full-line sporting
goods stores. The marketplace for sporting goods remains highly fragmented as
many different retailers compete
5
for market share by utilizing a variety of store formats and merchandising
strategies. In recent years, the growth of large format retailers has resulted
in significant consolidation in large metropolitan markets. However, the Company
believes that the competitive environment for sporting goods remains different
in small to mid-sized markets where retail demand may not support larger format
stores. In smaller markets such as those targeted by the Company's Hibbett
Sports format, national chains compete by focusing on a specialty category like
athletic footwear in the case of Foot Locker and Foot Action. Accordingly, many
of the stores with which the Company competes are units of national chains that
have substantially greater financial and other resources than the Company.
Hibbett Sports format stores compete with national chains that focus on athletic
footwear, local sporting goods stores, department and discount stores,
traditional shoe stores and mass merchandisers. Although its Hibbett Sports
format may face competition from a variety of competitors, the Company believes
that its Hibbett Sports format is able to compete effectively by distinguishing
itself as a full-line sporting goods store with an emphasis on team and
individual sports merchandise complemented by a selection of localized apparel
and accessories. The larger markets targeted by Sports & Co. superstores are
also highly competitive. The Company's Sports & Co. superstores compete with
sporting goods superstores, athletic footwear superstores and mass
merchandisers. Competitors of Sports & Co. superstores may carry similar product
lines and national brands and a broader assortment. The Company believes the
principal competitive factors in its markets are service, breadth of merchandise
offered availability of brand names, availability of local merchandise and
price. The Company believes it competes favorably with respect to these factors
in the small to mid-sized markets predominantly in the Southeast. However, there
can be no assurance that the Company will continue to be able to compete
successfully against existing or future competitors. Expansion by the Company
into markets served by its competitors, entry of new competitors or expansion of
existing competitors into the Company's markets, could have a material adverse
effect on the Company's business, financial condition and results of operations.
EMPLOYEES
The Company employed approximately 563 full-time and approximately 1,233
part-time employees at January 30, 1999, none of whom are represented by a labor
union. The number of part-time employees fluctuates depending on seasonal
needs. There can be no assurance that the Company's employees will not, in the
future, elect to be represented by a union. The Company considers its
relationship with its employees to be good and has not experienced significant
interruptions of operations due to labor disagreements.
ITEM 2. PROPERTIES
The Company currently leases all of its existing 171 store locations and
expects that its policy of leasing rather than owning will continue as it
expands. The Company's leases typically provide for a short initial lease term
with options on the part of the Company to extend. Management believes that
this lease strategy enhances the Company's flexibility to pursue various
expansion opportunities resulting from changing market conditions and to
periodically re-evaluate store locations. The Company's ability to open new
stores is contingent upon locating satisfactory sites, negotiating favorable
leases and recruiting and training additional qualified management personnel.
As current leases expire, the Company believes that it will be able either
to obtain lease renewals if desired for present store locations or to obtain
leases for equivalent or better locations in the same general area. To date,
the Company has not experienced any significant difficulty in either renewing
leases for existing locations or securing leases for suitable locations for new
stores. The Company's leases may contain certain provisions with which the
Company may not be in compliance. Based primarily on the Company's belief that
it maintains good relations with its landlords, that most of its leases are at
market rents and that it has historically been able to secure leases for
suitable locations, management believes that these provisions will not have a
material adverse effect on the business or financial condition of the Company.
The Company moved its operations to the newly-built corporate offices and
distribution center in Birmingham, Alabama in January 1996. The offices and the
distribution center are leased by the Company
6
under a long term operating lease. The Company expects the planed expansion in
fiscal 2000 will be incorporated into the existing lease. Team Sales owns its
warehousing and distribution center located in Birmingham, Alabama.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings incidental to its
business. In the opinion of management, after consultation with legal counsel,
the ultimate liability, if any, with respect to those proceedings is not
presently expected to materially affect the business, financial position or
results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the NASDAQ National Market
(NASDAQ) under the symbol HIBB. The following table sets forth, for the periods
indicated the high and low closing sales prices of shares of the Common Stock as
reported by NASDAQ.
FISCAL 1999: High Low
-------- -------
First Quarter (February 1 to May 2) $ 35 5/8 $23
Second Quarter (May 3 to August 1) $ 40 1/4 $32 5/8
Third Quarter (August 2 to October 31) $ 31 3/4 $20
Fourth Quarter (November 1 to January 30) $ 36 1/16 $16 1/2
FISCAL 1998:
First Quarter (February 2 to May 3) $ 17 3/4 $15
Second Quarter (May 4 to August 2) $ 23 1/2 $15
Third Quarter (August 3 to November 1) $ 32 1/4 $22
Fourth Quarter (November 2 to January 31) $ 28 $17
On April 6, 1999, the last reported sale price for the Company's Common
Stock as quoted by NASDAQ was $21 5/8 per share. As of April 6, 1999, the
Company had approximately 54 registered shareholders.
The Company has never declared or paid any dividends on its common stock.
The Company currently intends to retain its future earnings to finance the
growth and development of its business and therefore does not anticipate
declaring or paying cash dividends on its common stock for the foreseeable
future. Any future decision to declare or pay dividends will be at the
discretion of the Board of Directors and will be dependent upon the Company's
financial condition, results of operations, capital requirements, and such other
factors as the Board of Directors deems relevant.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The information required is incorporated by reference from page 9 of the
Company's 1999 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required is incorporated by reference from pages 10 to 16
of the Company's 1999 Annual Report to Stockholders.
7
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information required is incorporated by reference from page 16 of the
Company's 1999 Annual Report to Stockholders.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required is incorporated by reference from pages 18 to 28
of the Company's 1999 Annual Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information required is incorporated by reference from the sections
entitled "Directors and Executive Officers", "The Board of Directors", and
"Certain Relationships and Related Transactions" in the Proxy Statement for the
Annual Meeting of Stockholders to be held June 8, 1999 (the "Proxy Statement"),
which is to be filed with the Securities and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION
The information required is incorporated by reference from the section
entitled "Executive Compensation" in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required is incorporated by reference from the sections
entitled "Security Ownership of Certain Beneficial Owners" and "Directors and
Executive Officers" in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required is incorporated by reference from the section
entitled "Certain Relationships and Related Transactions" in the Proxy
Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1. Financial Statements:
The following Financial Statements and Supplementary Data of the
Registrant and Independent Auditors' Report on such Financial
Statements are incorporated by reference from the Company's 1999
Annual Report to Stockholders, in Part II, Item 8:
Consolidated Balance Sheets as of January 30, 1999 and January 31,
1998
Consolidated Statements of Operations for the fiscal years ended
January 30,1999, January 31, 1998 and February 1,1997
8
Consolidated Statements of Stockholders' Investment for the fiscal
years ended January 30, 1999, January 31, 1998 and February 1, 1997
Consolidated Statements of Cash Flows for the fiscal years ended
January 30, 1999, January 31, 1998 and February 1, 1997
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
2. Financial Statement Schedules:
The following consolidated financial statement schedule of Hibbett Sporting
Goods, Inc. is attached hereto:
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are not applicable, and
therefore have been omitted.
3. Exhibits.
The Exhibits listed on the accompanying Exhibits Index are filed as part
of, or incorporated by reference into, this report.
EXHIBITS INDEX
Exhibit #
- ---------
3.1 (a) Certificate of Incorporation of the Company
3.2 (a) Bylaws of the Company
10.1 + Credit Agreement dated as of November 5, 1998 between the
Company, Hibbett Team Sales, Inc., Sports Wholesale, Inc.,
AmSouth Bank, NationsBank, N.A. and BankBoston, N.A.
10.2 + Credit Agreement dated as of November 5, 1998 between the
Company, Hibbett Team Sales, Inc., Sports Wholesale, Inc. and
AmSouth Bank
10.3 (b) Advisory Agreement dated November 1, 1995 between the Company and
Saunders, Karp & Co., L.P.
10.4 (b) Non-competition Agreement dated November 1, 1995 among Charles C.
Anderson, Joel R. Anderson, Clyde B. Anderson, the Company, The
SK Equity Fund, L.P. and SK Investment Fund, L.P.
10.5 (d) The Company's Stock Option Plan (as amended effective as of
October 10, 1996)
10.6 (d) The Company's Amended and Restated 1996 Stock Option Plan ("1996
Plan")
10.7 (d) The Company's Employee Stock Purchase Plan
9
10.8 (d) The Company's Stock Plan for Outside Directors
10.9.1 (b) Lease Agreement dated as of February 12, 1996 between QRS 12-14
(AL), Inc. and Sports Wholesale, Inc. (the "Lease Agreement")
10.9.2 (c) Landlord's Waiver and Consent re: Lease Agreement dated February
12, 1996 by QRS 12-14 (AL), Inc.
10.10 (d) Letter from the Company to Clyde B. Anderson dated September 13,
1996 re: Consulting Agreement
13.1 + Fiscal 1999 Annual Report
21 (b) List of Company's Subsidiaries
23.1 + Consent of Arthur Andersen LLP
27 + Financial Data Schedule
(a) Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended February 1, 1997, and
incorporated herein by reference.
(b) Filed as an exhibit to the Company's Registration Statement
on Form S-1, (Registration No. 333-07023) filed with the
Securities and Exchange Commission June 27, 1996, and
incorporated herein by reference.
(c) Filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-1(Registration No. 333-
07023), filed with the Securities and Exchange Commission
July 16, 1996, and incorporated herein by reference.
(d) Filed as an exhibit to Amendment No. 2 to the Company's
Registration Statement on Form S-1(Registration No. 333-
07023), filed with the Securities and Exchange Commission
September 16, 1996, and incorporated herein by reference.
+ Filed heretowith
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed during the three months
ended January 30, 1999.
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
HIBBETT SPORTING GOODS, INC.
By: /s/ Michael J. Newsome
-----------------------------------
Michael J. Newsome
President
10
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
- ------------------------------ -------------------------- ---------------
/s/ Michael J. Newsome Principal Executive Officer April 23, 1999
- ------------------------------ and Director --------------
Michael J. Newsome
/s/ Susan H. Fitzgibbon Principal Financial Officer April 23, 1999
- ------------------------------ and Principal Accounting --------------
Susan H. Fitzgibbon Officer
/s/ Clyde B. Anderson Director April 23, 1999
- ------------------------------ --------------
Clyde B. Anderson
/s/ H. Ray Compton Director April 23, 1999
- ------------------------------ --------------
H. Ray Compton
/s/ F. Barron Fletcher, III Director April 23, 1999
- ------------------------------ --------------
F. Barron Fletcher, III
/s/ Carl Kirkland Director April 23, 1999
- ------------------------------ --------------
Carl Kirkland
/s/ John F. Megrue, Jr. Director April 23, 1999
- ------------------------------ --------------
John F. Megrue, Jr.
/s/ Thomas A. Saunders, III Director April 23, 1999
- ------------------------------ --------------
Thomas A. Saunders, III
11
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULES AND EXHIBITS
TO
ANNUAL REPORT
ON
FORM 10-K
FOR THE FISCAL YEAR ENDED
JANUARY 30, 1999
___________________
HIBBETT SPORTING GOODS, INC.
================================================================================
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULE
To Hibbett Sporting Goods, Inc.:
We have audited in accordance with generally accepted auditing standards, the
financial statements of HIBBETT SPORTING GOODS, INC. (a Delaware corporation)
AND SUBSIDIARIES, included in this Form 10-K and have issued our report thereon
dated March 11, 1999. Our audit was made for the purpose of forming an opinion
on the basic financial statements taken as a whole. Schedule II included in
Part IV of the Form 10-K is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Birmingham, Alabama
March 11, 1999
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HIBBETT SPORTING GOODS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 30, 1999, JANUARY 31, 1998, AND FEBRUARY 1, 1997
FISCAL YEAR ENDED
--------------------------------------------------------------
January 30, January 31, February 1, 1997
1999 1998
------------------ --------------- -----------------
Balance of allowance for doubtful accounts
at beginning of period $184,000 $134,000 $ 86,000
Charged to costs and expenses 85,400 110,000 71,000
Write-offs, net of recoveries (45,400) (60,000) (23,000)
------------------ -------------- ------------------
Balance of allowance for doubtful accounts
at end of period $224,000 $184,000 $134,000
================== =============== ==================
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