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EX-32.1 - SECTION 906 CERTIFICATIONS - HIBBETT SPORTS INCex32.htm
EX-31.2 - CFO CERTIFICATION - HIBBETT SPORTS INCex31_2.htm
EX-31.1 - CEO CERTIFICATION - HIBBETT SPORTS INCex31_1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q
(Mark One)

[  X  ]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2009

OR

[      ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  __________________________ to __________________________

COMMISSION FILE NUMBER:                                                                000-20969


HIBBETT SPORTS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)
20-8159608
(I.R.S. Employer Identification No.)

451 Industrial Lane, Birmingham, Alabama  35211
(Address of principal executive offices, including zip code)

205-942-4292
(Registrant’s telephone number, including area code)

NONE
(Former name, former address and former fiscal year, if changed since last report)

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 reports), and (2) has been subject to such filing requirements for the past 90 days.

 
Yes
X
 
No
   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 
Yes
   
No
   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
X
 
Accelerated filer
 
         
Non-accelerated filer
   
Smaller reporting company
 



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 
Yes
   
No
X
 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Shares of common stock, par value $.01 per share, outstanding as of December 8, 2009, were 28,663,971 shares.

 
 

 

HIBBETT SPORTS, INC.
 
INDEX
 
Page
 
 
Item 1.
     
 
Unaudited Condensed Consolidated Balance Sheets at October 31, 2009 and January 31, 2009
1
 
 
Unaudited Condensed Consolidated Statements of Operations for the Thirteen and Thirty-nine-week period Ended October 31, 2009 and November 1, 2008
2
 
 
Unaudited Condensed Consolidated Statements of Cash Flows for the Thirty-nine-week period Ended October 31, 2009 and November 1, 2008
3
 
 
4
 
Item 2.
9
 
Item 3.
14
 
Item 4.
14
 
PART II.  OTHER INFORMATION
 
Item 1.
15
 
Item 1A.
15
 
Item 2.
15
 
Item 3.
15
 
Item 4.
15
 
Item 5.
15
 
Item 6.
16
     
 
17
     
 
18











 
 

 

ITEM 1.
Financial Statements.

HIBBETT SPORTS, INC. AND SUBSIDIARIES
(in thousands, except share and per share information)

 
ASSETS
 
October 31, 2009
   
January 31, 2009
 
Current Assets:
           
  Cash and cash equivalents
  $ 24,819     $ 20,650  
  Inventories
    171,202       151,776  
  Other current assets
    13,039       13,339  
      Total current assets
    209,060       185,765  
                 
Property and equipment
    134,804       131,624  
Less accumulated depreciation and amortization
    92,684       86,315  
      Property and equipment, net
    42,120       45,309  
                 
Other assets, net
    3,884       4,013  
Total Assets
  $ 255,064     $ 235,087  
                 
LIABILITIES AND STOCKHOLDERS' INVESTMENT
               
Current Liabilities:
               
  Accounts payable
  $ 61,445     $ 64,460  
  Deferred rent
    4,780       4,445  
  Other accrued expenses
    8,276       9,805  
      Total current liabilities
    74,501       78,710  
                 
Deferred rent
    14,966       16,543  
Other liabilities, net
    3,276       3,259  
      Total liabilities
    92,743       98,512  
                 
Stockholders' Investment:
               
  Preferred stock, $.01 par value, 1,000,000 shares authorized,
               
    no shares issued
    -       -  
  Common stock, $.01 par value, 80,000,000 shares authorized,
               
    36,424,424 and 36,304,735 shares issued at October 31, 2009
               
    and January 31, 2009, respectively
    364       363  
  Paid-in capital
    97,102       92,153  
  Retained earnings
    231,799       211,003  
  Treasury stock, at cost; 7,761,813 shares repurchased at
               
    October 31, 2009 and January 31, 2009
    (166,944 )     (166,944 )
      Total stockholders' investment
    162,321       136,575  
Total Liabilities and Stockholders' Investment
  $ 255,064     $ 235,087  


See notes to unaudited condensed consolidated financial statements.

 
1

 

HIBBETT SPORTS, INC. AND SUBSIDIARIES
(in thousands, except per share information)


   
Thirteen Weeks Ended
   
Thirty-Nine Weeks Ended
 
   
October 31, 2009
   
November 1, 2008
   
October 31, 2009
   
November 1, 2008
 
                         
Net sales
  $ 145,855     $ 140,148     $ 426,673     $ 416,262  
Cost of goods sold, including distribution
                               
 center and store occupancy costs
    96,218       93,456       287,553       279,493  
    Gross profit
    49,637       46,692       139,120       136,769  
                                 
Store operating, selling and administrative
                               
 expenses
    32,168       31,073       95,353       91,041  
Depreciation and amortization
    3,525       3,587       10,327       10,452  
   Operating income
    13,944       12,032       33,440       35,276  
                                 
Interest expense, net
    2       153       36       523  
     Income before provision for income taxes
    13,942       11,879       33,404       34,753  
                                 
Provision for income taxes
    5,167       4,227       12,608       12,938  
   Net income
  $ 8,775     $ 7,652     $ 20,796     $ 21,815  
                                 
Basic earnings per share
  $ 0.31     $ 0.27     $ 0.73     $ 0.76  
Diluted earnings per share
  $ 0.30     $ 0.26     $ 0.72     $ 0.75  
                                 
Weighted average shares outstanding:
                               
  Basic
    28,646       28,495       28,616       28,551  
  Diluted
    29,100       28,930       29,045       28,983  

See notes to unaudited condensed consolidated financial statements.


 
2

 

HIBBETT SPORTS, INC. AND SUBSIDIARIES
(in thousands)
 
 
  Thirty-Nine Weeks Ended  
 
    October 31, 2009       November 1, 2008  
Cash Flows From Operating Activities:
 
 
 
   
 
 
 
Net income
   $
20,796
     $
21,815
 
Adjustments to reconcile net income to net cash
   
 
     
 
 
   provided by operating activities:
   
 
     
 
 
   Depreciation and amortization       10,327       10,452  
   Stock-based compensation
   
3,323
     
2,707
 
   Other non-cash adjustments to net income
   
(2,443
   
(1,226
   Changes in operating assets and liabilities
   
(22,563
   
(28,115
      Net cash provided by operating activities       9,440       5,633   
 
   
 
     
 
 
Cash Flows From Investing Activities:
 
 
 
   
 
 
 
   Redemption (purchase) of investments, net       92       (87 )
   Capital expenditures
    (6,974 )       (9,085
   Proceeds from sale of property and equipment
    28          56  
      Net cash used in investing activities
 
 
(6,854
 
 
(9,116
 
   
 
     
 
 
Cash Flows From Financing Activities:
   
 
     
 
 
   Cash used for stock repurchases
   
-
     
(16,940
   Net (payments) proceeds on revolving credit facility                
      and capital lease obligations
   
(52
   
14,943
 
   Excess tax benefit from stock option exercises
   
752
     
356
 
   Proceeds from options exercised and purchase of
   
 
     
 
 
        shares under the employee stock purchase plan       883         907  
      Net cash provided by (used in) financing activities
      1,583         (734
 
               
Net Increase (Decrease) in Cash and Cash Flow Equivalents
   
4,169
     
(4,217
Cash and Cash Equivalents, Beginning of Period
      20,650         10,742  
Cash and Cash Equivalents, End of Period
   $   24,819      $   6,525  
 
 

See notes to unaudited condensed consolidated financial statements.

 
3

 

HIBBETT SPORTS, INC. AND SUBSIDIARIES

1.           Basis of Presentation and Accounting Policies

The accompanying unaudited condensed consolidated financial statements of Hibbett Sports, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended January 31, 2009.  In our opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments considered necessary for a fair presentation of our financial position as of October 31, 2009 and January 31, 2009 and the results of our operations and cash flows for the periods presented.

Subsequent Events

In accordance with Accounting Standards Codification [ASC] Topic 855, Subsequent Events, we performed an evaluation of subsequent events for the accompanying unaudited condensed consolidated financial statements through December 8, 2009, the date these consolidated financial statements were issued.  We have concluded that no subsequent events have occurred that would require recognition or disclosure in the unaudited condensed consolidated financial statements other than the following:

 
·
Renewal of our unsecured revolving credit facility with Bank of America as described in Note 5;
 
·
Stock Repurchase Program replacing the existing Stock Repurchase Program as described in Note 8; and
 
·
Adoption of the Hibbett Sports, Inc. Executive Voluntary Deferral Plan as described in Note 12.

2.           Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued ASC Topic 105, Generally Accepted Accounting Principles, effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The ASC is an aggregation of previously issued U.S. GAAP pronouncements in one comprehensive set of guidance organized by subject area.  In accordance with the ASC, references to previously issued accounting standards have been replaced by ASC references.  Subsequent revisions to U.S. GAAP will be incorporated into the ASC through Accounting Standards Updates (ASU).

In June 2009, the FASB issued ASC Subtopic 810-10-65, Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB 51, which amends the consolidation guidance applicable to variable interest entities.  This guidance is effective for annual periods beginning after November 15, 2009, or our Fiscal 2010.  We do not expect that the adoption of ASC Subtopic 810-10-65 will have a material effect on our unaudited condensed consolidated financial statements.

3.           Fair Value of Financial Instruments

ASC Subtopic 820, Fair Value Measurements and Disclosures, establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value.  The three levels of inputs used to measure fair value are as follows:

 
·
Level I – Quoted prices in active markets for identical assets or liabilities.
 
·
Level II – Observable inputs other than quoted prices included in Level I.
 
·
Level III – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The table below segregates all financial assets and liabilities that are measured at fair value on a recurring basis (at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value as of October 31, 2009 (in thousands):
 
   
Level I
   
Level II
   
Level III
   
Total
 
Short-term investments
  $ -     $ -     $ -     $ -  
Long-term investments
    240       -       -       240  
  Total investments
  $ 240     $ -     $ -     $ 240  
 
Long-term investments are reported in other assets on our unaudited condensed consolidated balance sheets.

 
4

 

4.           Inventory Purchase Concentration

Our business is dependent to a significant degree upon close relationships with our vendors.  Our largest vendor, Nike, represented approximately 44.5% and 46.4% of our purchases for the thirteen-week period ended October 31, 2009 and November 1, 2008, respectively.  Our second largest vendor represented approximately 12.3% and 11.4% of our purchases while our third largest vendor represented approximately 8.5% and 10.1% of our purchases for the thirteen-week period ended October 31, 2009 and November 1, 2008, respectively.

For the thirty-nine-week period ended October 31, 2009 and November 1, 2008, Nike, our largest vendor, represented approximately 49.8% and 50.3% of our purchases, respectively.  Our second largest vendor represented approximately 9.5% and 8.3% of our purchases while our third largest vendor represented approximately 6.4% and 8.3% of our purchases for the thirty-nine-week period ended October 31, 2009 and November 1, 2008, respectively.

5.           Debt and Capital Lease Obligations

At October 31, 2009 and January 31, 2009, we had two unsecured revolving credit facilities, which are renewable in November 2009 and August 2010.  The facilities allow for borrowings up to $50.0 million at a rate of prime plus 2.0 % and $30.0 million at a rate equal to the higher of the bank’s prime rate, the Federal Funds Rate plus ½ of 1% or LIBOR. Under the provisions of both facilities, we do not pay commitment fees and are not subject to covenant requirements.  As of October 31, 2009 and January 31, 2009, we did not have any debt outstanding under either of these facilities.

We entered into a capital lease in March 2009 for certain technology hardware.  At October 31, 2009, the total capital lease obligation was $0.3 million, of which $0.1 million was classified as a short-term liability and included in other accrued expenses and $0.2 million was classified as a long-term liability and included in other liabilities on our unaudited condensed consolidated balance sheet.  At January 31, 2009, we did not have any capital lease obligations.

Subsequent to October 31, 2009, we renewed our existing facility of $50.0 million at a rate equal to prime plus 2.0%.  The renewal was effective November 20, 2009 and will expire on November 19, 2010.  The facility is unsecured and does not require a commitment or agency fee nor are there any covenant restrictions.

6.           Stock-Based Compensation

The compensation costs that have been charged against income for the thirteen and thirty-nine-week period ended October 31, 2009 and November 1, 2008 were as follows (in thousands):

   
Thirteen Weeks Ended
   
Thirty-Nine Weeks Ended
 
   
October 31,
   
November 1,
   
October 31,
   
November 1,
 
   
2009
   
2008
   
2009
   
2008
 
Stock-based compensation expense by type:
                       
  Stock options
  $ 223     $ 315     $ 1,577     $ 1,658  
  Restricted stock awards
    595       255       1,673       967  
  Employee stock purchase
    12       28       73       72  
  Director deferred compensation
    -       -       -       10  
    Total stock-based compensation expense
    830       598       3,323       2,707  
  Income tax benefit recognized
    253       138       1,016       704  
      Stock-based compensation expense, net of income tax
  $ 577     $ 460     $ 2,307     $ 2,003  
 
In the thirteen-week period ended October 31, 2009, we granted 2,493 stock options.  Our employees purchased 2,800 shares of our common stock through our employee stock purchase plan.  There were no awards of restricted stock units and no stock transactions or expense associated with director deferred compensation in the thirteen-week period ended October 31, 2009.

The weighted-average grant date fair value of stock options granted during the thirteen-week period ended October 31, 2009 was $7.69 per share.  The grant date fair value of shares of stock purchased through our employee stock purchase plan was $4.20 and the price paid by our employees for shares of our common stock was $15.47 during the thirteen-week period ended October 31, 2009.  No shares were awarded associated with director deferred compensation.

In the thirty-nine-week period ended October 31, 2009, we granted 82,651 stock options and 233,305 restricted stock units, of which 96,100 were performance-based awards to our named executive officers.  Our employees purchased 17,225 shares of our common stock through our employee stock purchase plan.  There were no stock transactions or expense associated with director deferred compensation.


 
5

 

The weighted-average grant date fair value of stock options granted during the thirty-nine-week period ended October 31, 2009 was $9.49 per share.  The grant date fair value for restricted stock units granted during the thirty-nine-week period ended October 31, 2009 was $18.04.  The weighted-average grant date fair value of shares of stock purchased through our employee stock purchase plan was $4.31 and the average price paid by our employees for shares of our common stock was $14.27 during the thirty-nine-week period ended October 31, 2009.  No shares were awarded associated with director deferred compensation.  Total compensation costs, related to nonvested awards not yet recognized and the weighted-average period over which such awards are expected to be recognized at October 31, 2009 were as follows:

   
Stock Options
 
Restricted Stock Units
Unrecognized compensation cost (in thousands)
 
 $             484
 
 $          5,669
Expected weighted-average period of compensation cost to be recognized
 
0.5 years
 
2.7 years

7.           Earnings Per Share

Basic earnings per share represents net earnings divided by the weighted-average number of common shares outstanding for the period.  Diluted earnings per share represents net earnings divided by the weighted-average number of shares outstanding, inclusive of the dilutive impact of common equivalent shares outstanding during the period using the treasury stock method.  The following table sets forth the weighted average common shares outstanding (in thousands):

   
Thirteen Weeks Ended
   
Thirty-Nine Weeks Ended
 
   
October 31,
   
November 1,
   
October 31,
   
November 1,
 
   
2009
   
2008
   
2009
   
2008
 
Weighted-average shares used in basic computations
    28,646       28,495       28,616       28,551  
Dilutive equity awards
    454       435       429       432  
Weighted-average shares used in diluted computations
    29,100       28,930       29,045       28,983  

For the thirteen and thirty-nine-week periods ended October 31, 2009 and November 1, 2008, options for 328,994 and 309,496, respectively, of our shares were outstanding but were excluded from the computation of diluted weighted-average common shares and common share equivalents outstanding because their effect would have been anti-dilutive.

We also excluded 120,435 nonvested stock awards granted to certain employees from the computation of diluted weighted-average common shares and common shares equivalents outstanding, because they are subject to certain performance-based annual vesting conditions which had not been achieved by the end of the thirty-nine-week period ended October 31, 2009.  Assuming the performance-criteria had been achieved as of October 31, 2009, the incremental dilutive impact would have been 60,287 shares.

8.           Stock Repurchase Program

In August 2004, our Board of Directors (the Board) authorized a plan to repurchase our common stock. The Board has subsequently authorized increases to this plan with a current authorization effective November 2007 of $250.0 million.  Stock repurchases may be made in the open market or in negotiated transactions until January 30, 2010, with the amount and timing of repurchases dependent on market conditions and at the discretion of our management.

We did not repurchase any shares of our common stock during the thirteen or thirty-nine-week period ended October 31, 2009.  As of October 31, 2009, we had repurchased a total of 7,761,813 shares of our common stock at an approximate cost of $166.9 million. We have approximately $83.1 million available under the Board authorization for stock repurchase as of October 31, 2009.

Subsequent to October 31, 2009, our Board authorized a stock repurchase program of $250.0 million through February 2, 2013 effective on November 18, 2009.  The new program replaces the authorization that was in place at October 31, 2009.  Stock repurchases may be made in the open market or in negotiated transactions with the amount and timing of repurchases dependent on market conditions and at the discretion of our management and Board.  We do not have plans to repurchase any of our common stock in the near future.

9.           Properties

We currently operate 764 stores in 24 contiguous states.  Of these stores, 212 are located in malls and 552 are located in strip centers which are generally the centers of commerce and which are usually influenced by a Wal-Mart store.  Over the last several years, we have concentrated our store base growth in strip centers.


 
6

 

We currently lease all of our existing store locations and expect that our policy of leasing rather than owning will continue as we continue to expand. Our leases typically provide for terms of five to ten years with options on our part to extend. Most leases also contain a kick-out clause if projected sales levels are not met and an early termination/remedy option if co-tenancy and exclusivity provisions are violated. We believe this leasing strategy enhances our flexibility to pursue various expansion opportunities resulting from changing market conditions and to periodically re-evaluate store locations. Our ability to open new stores is contingent upon locating satisfactory sites, negotiating favorable leases, recruiting and training qualified management personnel and the availability of market relevant inventory.

As current leases expire, we believe we will either be able to obtain lease renewals for present store locations or to obtain leases for equivalent or better locations in the same general area.  Historically, we have not experienced any significant difficulty in either renewing leases for existing locations or securing leases for suitable locations for new stores.  However, we have recently experienced some difficulty in securing leases for new stores related to new construction due to the economic issues facing the commercial real estate market and landlords, thus reducing our ability to open stores at our historical rates.  We believe that we maintain good relations with our landlords, that most of our leases are at approximate market rents and that generally we have been able to secure leases for suitable locations.  We are, however, expecting our rate of store openings to continue at a slower pace through the next fiscal year.

Our corporate offices and our retail distribution center are leased under an operating lease. We own the Team Sales’ facility located in Birmingham, Alabama that warehouses inventory for educational institutions and youth associations. We believe our current distribution center is suitable and adequate to support our needs in the next few years.

10.           Commitments and Contingencies

Lease Commitments.

During the thirteen-week period ended October 31, 2009, we increased our lease commitments by a net of five retail stores, each having initial lease termination dates between October 2014 and May 2017, as well as various office and transportation equipment.  At October 31, 2009, the future minimum lease payments, excluding maintenance, insurance and real estate taxes, for our current capital lease and operating leases, including the net five operating store leases added during the thirteen-week period ended October 31, 2009 were as follows (in thousands):

   
Operating
   
Capital
   
Total
 
Remaining Fiscal 2010
  $ 12,705     $ 43     $ 12,748  
Fiscal 2011
    39,467       174       39,641  
Fiscal 2012
    33,850       174       34,024  
Fiscal 2013
    27,695       -       27,695  
Fiscal 2014
    20,391       -       20,391  
Fiscal 2015
    13,925       -       13,925  
Thereafter
    18,356       -       18,356  
  Total
  $ 166,389     $ 391     $ 166,780  
 
Included in the above table are future minimum lease payments on our distribution center which aggregate approximately $4.5 million.  The related lease expires in December 2014.

Annual Bonuses and Equity Incentive Awards.

Specified officers and corporate employees of our Company are entitled to annual bonuses, primarily based on measures of Company operating performance.  At October 31, 2009 and January 31, 2009, there was $1.9 million and $2.9 million, respectively, of annual bonus related expenses included in accrued expenses.

In addition, the Compensation Committee of the Board has placed performance criteria on awards of restricted stock units (PSAs) to our Named Executive Officers.  The performance criteria are tied to performance targets with respect to future sales and earnings before interest and taxes over a specified period of time.  These PSAs are expensed under the provisions of ASC Topic 718, Compensation – Stock Compensation, and are evaluated each quarter to determine the probability that the performance conditions set within will be met.

Legal Proceedings and Other Contingencies.

We are a party to various legal proceedings incidental to our business.  We do not believe that any of these matters will, individually or in the aggregate, have a material adverse effect on our business or financial condition.  We cannot give assurance, however, that one or more of these legal proceedings will not have a material adverse effect on our results of operations for the period in which they are resolved.  At October 31, 2009 and January 31, 2009, we estimated that the liability related to these matters was approximately $0.1 million and accordingly, accrued $0.1 million as a current liability on our unaudited condensed consolidated balance sheets.


 
7

 

The estimates of our liability for pending and unasserted potential claims do not include litigation costs.  It is our policy to accrue legal fees when it is probable that we will have to defend against known claims or allegations and we can reasonably estimate the amount of the anticipated expense.

From time to time, we enter into certain types of agreements that require us to indemnify parties against third party claims under certain circumstances.  Generally, these agreements relate to: (a) agreements with vendors and suppliers under which we may provide customary indemnification to our vendors and suppliers in respect to actions they take at our request or otherwise on our behalf; (b) agreements to indemnify vendors against trademark and copyright infringement claims concerning merchandise manufactured specifically for or on behalf of the Company; (c) real estate leases, under which we may agree to indemnify the lessors from claims arising from our use of the property; and (d) agreements with our directors, officers and employees, under which we may agree to indemnify such persons for liabilities arising out of their relationship with us.  We have director and officer liability insurance, which, subject to the policy’s conditions, provides coverage for indemnification amounts payable by us with respect to our directors and officers up to specified limits and subject to certain deductibles.

If we believe that a loss is both probable and estimable for a particular matter, the loss is accrued in accordance with the requirements of ASC Topic 450, Contingencies.  With respect to any matter, we could change our belief as to whether a loss is probable or estimable, or our estimate of loss, at any time.  Even though we may not believe a loss is probable or estimable, it is reasonably possible that we could suffer a loss with respect to that matter in the future.

11.           Income Taxes

Our effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate.  For interim financial reporting, we estimate the annual effective tax rate based on projected taxable income for the full year and record a quarterly income tax provision in accordance with the anticipated annual effective rate.  We refine the estimates of the taxable income throughout the year as new information becomes available, including year-to-date financial results.  This process often results in a change to our expected effective tax rate for the year.  When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual effective tax rate.  Significant judgment is required in determining our effective tax rate and in evaluating our tax positions.

We file income tax returns in the U.S. federal and various state jurisdictions.  Generally, we are not subject to changes in income taxes by the U.S. federal taxing jurisdiction for years prior to Fiscal 2007 or by most state taxing jurisdictions for years prior to Fiscal 2004.

12.           Defined Contribution Plans

Subsequent to October 31, 2009, the Board adopted the Hibbett Sports, Inc. Executive Voluntary Deferral Plan (Plan) effective January 1, 2010.  The primary purpose of the Plan is to permit key executives of the Company with the opportunity to defer, on a pre-tax basis, a portion of their compensation as defined in the Plan.

We intend for the Plan to be an employee pension benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended.  The Plan covers a select group of management or highly compensated employees as determined by our Compensation Committee.  We also intend for the Plan to comply with the requirements of Section 409A of the Internal Revenue Code of 1986.

 
8

 

ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

IMPORTANT NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address future events, developments and results. They include statements preceded by, followed by or including words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “target” or “estimate.”  For example, our forward-looking statements include statements regarding:

 
·
our anticipated sales, including comparable store net sales changes, net sales growth and earnings;
 
·
our growth, including our plans to add, expand or relocate stores and square footage growth, our markets’ ability to support such growth and the suitability of our distribution facilities;
 
·
the possible effect of pending legal actions and other contingencies;
 
·
our cash needs, including our ability to fund our future capital expenditures and working capital requirements;
 
·
our ability and plans to renew our revolving credit facilities;
 
·
our seasonal sales patterns and assumptions concerning customer buying behavior;
 
·
our expectations regarding competition;
 
·
our ability to renew or replace store leases satisfactorily;
 
·
our estimates and assumptions as they relate to preferable tax and financial accounting methods, accruals, inventory valuations, dividends, carrying amount and liquidity of financial instruments and fair value of options and other stock-based compensation as well as our estimates of economic and useful lives of depreciable assets and leases;
 
·
our expectations concerning future stock-based award types;
 
·
our expectations concerning employee stock option exercise behavior;
 
·
the possible effect of inflation, market decline and other economic changes on our costs and profitability, including the impact of changes in fuel costs and a downturn in the retail industry or changes in levels of store traffic;
 
·
the possible effects of continued volatility and further deterioration of the capital markets, the commercial and consumer credit environment and the continuation of lowered levels of consumer spending resulting from the global economic downturn, lowered levels of consumer confidence and higher levels of unemployment;
 
·
our analyses of trends as related to earnings performance;
 
·
our target market presence and its expected impact on our sales growth;
 
·
our expectations concerning vendor level purchases and related discounts;
 
·
our estimates and assumptions related to income tax liabilities and uncertain tax positions;
 
·
the future reliability of, and cost associated with, our sources of supply, particularly imported goods; and
 
·
the possible effect of recent accounting pronouncements.

For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you should carefully consider the risk factors described from time to time in our other documents and reports, including the factors described under “Risk Factors,”  “Business” and “Properties” in our Form 10-K for the fiscal year ended January 31, 2009.

Our forward-looking statements could be wrong in light of these and other risks, uncertainties and assumptions.  The future events, developments or results described in this report could turn out to be materially different.  We have no obligation to publicly update or revise our forward-looking statements after the date of this report and you should not expect us to do so.

Investors should also be aware that while we do, from time to time, communicate with securities analysts and others, we do not, by policy, selectively disclose to them any material non-public information with any statement or report issued by any analyst regardless of the content of the statement or report.  We do not, by policy, confirm forecasts or projections issued by others.  Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

You should assume that the information appearing in this report is accurate only as of the date it was issued.  Our business, financial condition, results of operations and prospects may have changed since that date.

INVESTOR ACCESS TO COMPANY FILINGS

We make available free of charge on our website, www.hibbett.com under the heading “Investor Information,” copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (“Securities Exchange Act”) as well as all Forms 4 and 5 filed by our executive officers and directors, as soon as the filings are made publicly available by the Securities and Exchange Commission on its EDGAR database at www.sec.gov.  In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K for the fiscal year ended January 31, 2009, at no charge, by writing to:  Investor Relations, Hibbett Sports, Inc., 451 Industrial Lane, Birmingham, Alabama  35211.



 
9

 

General Overview

Hibbett Sports, Inc. operates sporting goods stores in small and mid-sized markets, predominantly in the Southeast, Southwest, Mid-Atlantic and the lower Midwest.  Our stores offer a broad assortment of quality athletic equipment, footwear and apparel with a high level of customer service. As of October 31, 2009, we operated a total of 764 retail stores composed of 743 Hibbett Sports stores, 17 Sports Additions athletic shoe stores and 4 Sports & Co. superstores in 24 states.

Our primary retail format and growth vehicle is Hibbett Sports, a 5,000-square-foot store located primarily in strip centers which are usually influenced by a Wal-Mart store and in enclosed malls. Over the last several years, we have concentrated and expect to continue our store base growth in strip centers versus enclosed malls.  We believe Hibbett Sports stores are typically the primary sporting goods retailers in their markets due to the extensive selection of quality branded merchandise and a high level of customer service. We do not expect that the average size of our stores will vary significantly in the future.

We operate on a 52- or 53-week fiscal year ending on the Saturday nearest to January 31 of each year. The consolidated statements of operations for fiscal years ended January 30, 2010 and January 31, 2009 will include 52 weeks of operations.  We have operated as a public company and have been incorporated under the laws of the State of Delaware since October 6, 1996.

Comparable store net sales data for the period reflects sales for our traditional format Hibbett Sports and Sports Additions stores open throughout the period and the corresponding period of the prior fiscal year.  If a store remodel or relocation results in the store being closed for a significant period of time, its sales are removed from the comparable store base until it has been open a full 12 months.  Our four Sports & Co. stores are not and have never been included in the comparable store net sales comparison because we have not opened a superstore since September 1996 nor do we have plans to open additional superstores in the future.

Executive Summary

Unfavorable global economic conditions experienced in Fiscal 2009 have continued to adversely affect us in Fiscal 2010.  Through the third quarter of Fiscal 2010, we saw lower retail store traffic and a decline in footwear sales, although there was some improvement in footwear sales during the third quarter over the second quarter.  Apparel, accessories, equipment and cleated footwear performed positively during the third quarter and we expect that trend to continue in the fourth quarter.  Margins and liquidity improved on a slight decline in comparable store sales due to inventory management and tight expense control.

Net sales for the thirteen-week period ended October 31, 2009, increased 4.1% to $145.9 million compared with $140.1 million for the thirteen-week period ended November 1, 2008.  Comparable store sales decreased 0.2%.  Operating income was 9.6% of net sales for the thirteen-week period ended October 31, 2009 compared to 8.6% for the thirteen-week period ended November 1, 2008.  Net income increased to $8.8 million compared with $7.7 million for the thirteen-week period ended November 1, 2008.  Diluted earnings per share increased to $0.30 compared with $0.26 for the thirteen-week period ended November 1, 2008.

Net sales for the thirty-nine-week period ended October 31, 2009, increased 2.5% to $426.7 million compared with $416.3 million for the thirty-nine-week period ended November 1, 2008.  Comparable store sales decreased 2.5%.  Operating income was 7.8% of net sales for the thirty-nine-week period ended October 31, 2009 compared to 8.5% for the thirty-nine-week period ended November 1, 2008.  Net income decreased to $20.8 million compared with $21.8 million for the thirty-nine-week period ended November 1, 2008.  Diluted earnings per share decreased to $0.72 compared with $0.75 for the thirty-nine-week period ended November 1, 2008.

During the third quarter, Hibbett opened seven new stores and closed two stores, bringing the store base to 764 in 24 states as of October 31, 2009.  Inventory on a per store basis at October 31, 2009 was basically flat compared to November 1, 2008.  Hibbett ended the third quarter with $24.8 million of available cash and cash equivalents on the unaudited condensed consolidated balance sheet and full availability under its $80.0 million unsecured credit facilities.

Significant Accounting Estimates

The unaudited condensed consolidated financial statements are prepared in conformity with U.S. GAAP.  The preparation of these consolidated financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the periods presented.  Actual results could differ from those estimates and assumptions.  Our significant accounting policies and estimates are described more fully in the Annual Report on Form 10-K for the fiscal year ended January 31, 2009, and filed on March 31, 2009.  There have been no changes in our accounting policies in the current period that had a material impact on our unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

See Note 2 of this Form 10-Q for the period ended October 31, 2009, for information regarding recent accounting pronouncements.


 
10

 

Results of Operations

Thirteen-week period Ended October 31, 2009 Compared to Thirteen-week period Ended November 1, 2008

Net sales.  Net sales increased $5.7 million, or 4.1%, to $145.9 million for the thirteen-week period ended October 31, 2009 from $140.1 million for the comparable period in the prior year.  Furthermore:

 
·
We opened seven Hibbett Sports stores and closed two stores in the thirteen-week period ended October 31, 2009.  New stores and stores not in the comparable store net sales calculation increased $6.0 million during the thirteen-week period.
 
·
We experienced a 0.2% decrease in comparable store net sales for the thirteen-week period ended October 31, 2009.

During the thirteen-week period ended October 31, 2009, 681 stores were included in the comparable store sales comparison.  The slight decrease in comparable store sales was primarily attributable to the continued decline in footwear offset by strong performance in accessories, cleated footwear, equipment and activewear.  We believe that the difficult macroeconomic environment and declining consumer confidence continues to result in lower customer traffic in our stores.  Strip center locations continue to outperform enclosed mall stores.  Strip center locations now comprise approximately 75% of our total store base.

Gross profit.  Cost of goods sold includes the cost of inventory, occupancy costs for stores and occupancy and operating costs for the distribution center.  Gross profit was $49.6 million, or 34.0% of net sales, in the thirteen-week period ended October 31, 2009, compared with $46.7 million, or 33.3% of net sales, in the same period of the prior fiscal year.  The increase in gross profit percent was due primarily to lower markdowns, improved initial mark-on, improved vendor contributions and reduced inventory shrinkage.  Distribution expense as a rate to net sales decreased 33 basis points primarily due to savings from lower fuel costs over a year ago.  Occupancy expense increased 39 basis points and saw its largest increase in rent expense as a percent to net sales resulting primarily from the de-leveraging of expenses.  We believe the increase in occupancy expense is offset by a decrease in depreciation as a result of lower initial investments in leasehold improvements.

Store operating, selling and administrative expenses.  Store operating, selling and administrative expenses were $32.2 million, or 22.1% of net sales, for the thirteen-week period ended October 31, 2009, compared to $31.1 million, or 22.2% of net sales, for the comparable period a year ago.  We closely monitor and carefully manage these costs.  Experienced in the third quarter were the following factors:

 
·
Salary and benefit expenses increased 51 basis points at the retail level primarily as the result of the increase in minimum wages.  Salary and benefit expenses at the administrative level decreased 20 basis points due to fewer staff additions and lower bonus accrual.
 
·
New store costs accounted for a decrease of 25 basis points due to fewer store openings over the same period in the prior year.
 
·
Medical insurance increased by 15 basis points resulting from an increase in the volume of claims versus larger claims.  Stock option compensation expense increased by 14 basis points as we accrued for the expected achievement of certain performance goals.

Depreciation and amortization.  Depreciation and amortization as a percentage of net sales was 2.4% in the thirteen-week period ended October 31, 2009 compared to 2.6% for the comparable period a year ago.  The weighted-average lease term of new store leases added during the thirteen-week period ended October 31, 2009 decreased to 5.9 years compared to those added during the thirteen-week period ended November 1, 2008 of 6.6 years.  Because of the current economic environment, we are negotiating leases with shorter initial terms with options to stay longer at our discretion.  We attribute the decrease in depreciation expense as a percent to net sales to changes in estimates of useful lives of leasehold improvements in some underperforming stores offset by a decrease in the investment in leasehold improvements in recent years as more of the build-out work is being done by landlords.

Provision for income taxes.  Provision for income taxes as a percentage of net sales was 3.5% in the thirteen-week period ended October 31, 2009, compared to 3.0% for the thirteen-week period ended November 1, 2008.  The combined federal, state and local effective income tax rates as a percentage of pre-tax income were 37.1% and 35.6% for the thirteen-week period ended October 31, 2009 and November 1, 2008, respectively.  The increase in rate over last year is primarily the result of a lesser impact of discrete items as compared to last year.

Thirty-nine-week period Ended October 31, 2009 Compared to Thirty-nine-week period Ended November 1, 2008

Net sales.  Net sales increased $10.4 million, or 2.5%, to $426.7 million for the thirty-nine-week period ended October 31, 2009 from $416.3 million for the comparable period in the prior year.  Furthermore:

 
·
We opened 30 Hibbett Sports stores and closed 11 stores in the thirty-nine-week period ended October 31, 2009.  New stores and stores not in the comparable store net sales calculation increased $14.5 million during the thirty-nine-week period.
 
·
We experienced a 2.5% decrease in comparable store net sales for the thirty-nine-week period ended October 31, 2009.


 
11

 

During the thirty-nine-week period ended October 31, 2009, 681 stores were included in the comparable store sales comparison.  The decrease in comparable store sales was primarily attributable to a decline in footwear year-to-date that we believe was the result of the lack of economic stimulus checks that were in the market one year ago and the tougher macroeconomic environment.  Most other categories of merchandise performed within the levels we expected.  The difficult macroeconomic environment and declining consumer confidence resulted in lower customer traffic in our stores.  Strip center locations continue to outperform enclosed mall stores.  Strip center locations now comprise approximately 75% of our total store base.

Gross profit.  Cost of goods sold includes the cost of inventory, occupancy costs for stores and occupancy and operating costs for the distribution center.  Gross profit was $139.1 million, or 32.6% of net sales, in the thirty-nine-week period ended October 31, 2009, compared with $136.8 million, or 32.9% of net sales, in the same period of the prior fiscal year.  Our decrease in gross profit percent was due primarily to markdowns of older inventories in the second quarter.  Distribution expense as a rate to net sales decreased 27 basis points primarily due to savings from lower fuel costs.  Such savings in logistics coupled with our technology improvements and effective management of costs facilitated the leveraging of distribution expense on a negative comparable store sales performance.  Occupancy expense increased 42 basis points and saw its largest increase in rent expense as a percent to net sales resulting primarily from the de-leveraging of these expenses.  We believe the increase in occupancy expense is offset by a decrease in depreciation as a result of lower initial investments in leasehold improvements.  Occupancy expense on a per-store basis experienced a slight decrease in dollars.

Store operating, selling and administrative expenses.  Store operating, selling and administrative expenses were $95.4 million, or 22.4% of net sales, for the thirty-nine-week period ended October 31, 2009, compared to $91.0 million, or 21.9% of net sales, for the comparable period a year ago.  We attribute this increase to the following factors:

 
·
Salary and benefit expenses at the store level increased by 44 basis points primarily due to increases in minimum wage.  Stock-based compensation expense increased by 13 basis points, resulting from higher fair values of equity awards in Fiscal 2010 and an increased accrual in expected achievement for certain awards based on performance criteria.
 
·
Although credit card transactions are trending flat, an increase in credit card expenses, resulting from increased interchange rates, accounted for an increase of 9 basis points.  We also saw increases in supply expenses for our stores due to increased signage.
 
·
Somewhat offsetting the increases above was a decrease in store training expenses related to fewer store openings.

Depreciation and amortization.  Depreciation and amortization as a percentage of net sales was 2.4% in the thirty-nine-week period ended October 31, 2009 compared to 2.5% for the comparable period a year ago.  The weighted-average lease term of new store leases added during the thirty-nine-week period ended October 31, 2009 decreased to 6.0 years compared to those added during the thirty-nine-week period ended November 1, 2008 of 6.9 years.  We believe we have been able to secure shorter leases as a result of the current economic environment for commercial real estate.  We attribute the slight decrease in depreciation expense as a percent to net sales to a decrease in the cost of leasehold improvements in recent years, as more of the build-out work is being done by landlords, offset by changes in estimates of useful lives of some underperforming stores.

Provision for income taxes.  Provision for income taxes as a percentage of net sales was 3.0% in the thirty-nine-week period ended October 31, 2009, compared to 3.1% for the thirty-nine-week period ended November 1, 2008.  The combined federal, state and local effective income tax rates as a percentage of pre-tax income were 37.7% and 37.2% for the thirty-nine-week period ended October 31, 2009 and November 1, 2008, respectively.

Liquidity and Capital Resources

Our capital requirements relate primarily to new store openings, stock repurchases and working capital requirements. Our working capital requirements are somewhat seasonal in nature and typically reach their peak near the end of the third and the beginning of the fourth quarters of our fiscal year. Historically, we have funded our cash requirements primarily through our cash flow from operations and occasionally from borrowings under our revolving credit facilities.

Our unaudited condensed consolidated statements of cash flows are summarized as follows (in thousands):

   
Thirty-Nine Weeks Ended
 
   
October 31,
   
November 1,
 
   
2009
   
2008
 
Net cash provided by operating activities:
  $ 9,440     $ 5,633  
Net cash used in investing activities:
    (6,854 )     (9,116 )
Net cash provided by (used in) financing activities:
    1,583       (734 )
Net increase (decrease) in cash and cash equivalents
  $ 4,169     $ (4,217 )


 
12

 

Operating Activities.

Cash flow from operations is seasonal in our business.  Typically, we use cash flow from operations to increase inventory in advance of peak selling seasons, such as holiday and back-to-school.  Inventory levels are reduced in connection with higher sales during the peak selling seasons and this inventory reduction, combined with proportionately higher net income, typically produces a positive cash flow.  In recent periods, we have experienced a trend of increasing free rent provisions in lieu of cash construction allowances in our leases.  We believe this is primarily the result of the tightening of commercial credit on our landlords.  Because of this, the non-cash portion of landlord allowances has also experienced increases.

Net cash provided by operating activities was $9.4 million for the thirty-nine-week period ended October 31, 2009 compared with net cash provided by operating activities of $5.6 million for the thirty-nine-week period ended November 1, 2008.  The largest use of cash during the period was an increase in inventories.  The largest source of cash during the period was an increase in accounts payable.  At October 31, 2009, the inventory level on a per store basis remained basically flat compared to November 1, 2008.  Non-cash charges included depreciation and amortization expense and stock-based compensation expense.

Investing Activities.

Net cash used in investing activities in the thirty-nine-week period ended October 31, 2009 totaled $6.9 million compared with net cash used in investing activities of $9.1 million in the thirty-nine-week period ended November 1, 2008.  Net redemptions of investments were $0.1 million as of October 31, 2009 compared to net purchases of investments of $0.1 million as of November 1, 2008.  Capital expenditures used $7.0 million and $9.1 million of cash in the thirty-nine-week period ended October 31, 2009 and November 1, 2008, respectively.  We use cash in investing activities to open new stores and remodel or relocate existing stores.  The reduction of capital expenditures over last year is due to a slowing of new store openings and a lower initial investment in leasehold improvements per new store.  Furthermore, net cash used in investing activities includes purchases of information technology assets and expenditures for our distribution facility and corporate headquarters.

We opened 31 new stores and relocated or remodeled 12 existing stores during the thirty-nine-week period ended October 31, 2009 as compared to opening 50 new stores and relocating or remodeling 7 existing stores during the thirty-nine-week period ended November 1, 2008.

We estimate the cash outlay for capital expenditures in Fiscal 2010 will be approximately $10.0 million, which relates to the opening of 42 new stores, remodeling of selected existing stores, information technology upgrades and enhancements and various improvements at our headquarters and distribution center.  Of the total budgeted dollars for capital expenditures for Fiscal 2010, we anticipate that approximately 65% will be related to the opening of new stores and remodeling or relocating existing stores.  Approximately 23% will be related to improvements in information technology and distribution with the remaining related primarily to loss prevention tools, office space improvements, equipment and automobiles.

Financing Activities.

Net cash provided by financing activities was $1.6 million in the thirty-nine-week period ended October 31, 2009 compared to net cash used in financing activities of $0.7 million in the prior year period.  The cash fluctuation as compared to the same period last fiscal year was primarily due to the borrowings against our credit facilities to repurchase shares of our common stock and to finance our inventory position in preparation for the back-to-school and holiday selling seasons in the prior year.  In the thirty-nine-week period ended November 1, 2008, we expended $16.9 million on repurchases of our common stock and did not repurchase any of our common stock in the thirty-nine-week period ended October 31, 2009.  Financing activities also consisted of proceeds from transactions in our common stock and the excess tax benefit from the exercise of incentive stock options.  As stock options are exercised, we will continue to receive proceeds and expect a tax deduction; however, the amounts and timing cannot be predicted.

As of October 31, 2009, we had two unsecured revolving credit facilities that allow borrowings up to $50.0 million and $30.0 million, respectively, and which renew in November 2009 and August 2010, respectively. The facilities do not require a commitment or agency fee nor are there any covenant restrictions. We plan to renew these facilities as they expire and do not anticipate any problems in doing so; however, no assurance can be given that we will be granted a renewal or terms which are acceptable to us.  As of October 31, 2009, we did not have any debt outstanding under either of these facilities.

Subsequent to October 31, 2009, we renewed our existing facility of $50.0 million at a rate equal to prime plus 2.0%.  The renewal was effective November 20, 2009 and will expire on November 19, 2010.  The facility is unsecured and does not require a commitment or agency fee nor are there any covenant restrictions.

Based on our current operating and store opening plans and plans for the repurchase of our common stock, we believe that we can fund our cash needs for the foreseeable future through cash generated from operations and, if necessary, through periodic future borrowings against our credit facilities.


 
13

 

Off-Balance Sheet Arrangements.

We have not provided any financial guarantees as of October 31, 2009. All purchase obligations are cancelable.  We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. We do not have any arrangements or relationships with entities that are not consolidated into the financial statements.

Quarterly and Seasonal Fluctuations

We experience seasonal fluctuations in our net sales and results of operations.  Customer buying patterns around the spring sales period and the holiday season historically result in higher first and fourth quarter net sales.  In addition, our quarterly results of operations may fluctuate significantly as a result of a variety of factors, including the timing of new store openings, the amount and timing of net sales contributed by new stores, merchandise mix and demand for apparel and accessories driven by local interest in sporting events.

Although our operations are influenced by general economic conditions, we do not believe that, historically, inflation has had a material impact on our results of operations as we are generally able to pass along inflationary increases in costs to our customers.  However, in recent periods, we have experienced an impact on overall sales due to a consumer spending slowdown attributable to higher unemployment, falling equity and real estate values and the limited availability of credit.

ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk.

Our financial condition, results of operations and cash flows are subject to market risk from interest rate fluctuations on our credit facilities which bear an interest rate that varies with LIBOR, prime or fixed rates.  We have cash and cash equivalents at financial institutions that are in excess of federally insured limits per institution.  With the current financial environment and the instability of financial institutions, we cannot be assured that we will not experience losses on our deposits.

At October 31, 2009, the only indebtedness we had outstanding related to a capital lease obligation in the amount of $0.3 million.  At October 31, 2009, we had no borrowings outstanding under our credit facilities.  There were 7 days and 88 days during the thirteen and thirty-nine-week period ended October 31, 2009, respectively, where we incurred borrowings against our credit facilities for an average borrowing of $1.8 million and $7.2 million, respectively.  The maximum borrowing was $2.8 million and $13.9 million for the thirteen and thirty-nine-week period ended October 31, 2009, with a weighted-average interest rate of 2.18% and 1.71%, respectively.

At January 31, 2009, we had no borrowings outstanding under any credit facility, nor did we have any indebtedness related to capital lease obligations. There were 348 days during the fifty-two weeks ended January 31, 2009, where we incurred borrowings against our credit facilities for an average borrowing of $23.2 million.  During Fiscal 2009, the maximum amount outstanding against these agreements was $47.1 million and the weighted average interest rate was 2.85%.

A 10% increase or decrease in market interest rates would not have a material impact on our financial condition, results of operations or cash flows.  Our capital lease obligation would not be affected by any change in interest rates.

ITEM 4.
Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of October 31, 2009.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that the information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

We have not identified any changes in our internal control over financial reporting that occurred during the period ended October 31, 2009, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


 
14

 

PART II.  OTHER INFORMATION

ITEM 1.
Legal Proceedings.

We are a party to various legal proceedings incidental to our business.  We do not believe that any of these matters will, individually or in the aggregate, have a material adverse effect on our business or financial condition.  We cannot give assurance, however, that one or more of these legal proceedings will not have a material adverse effect on our results of operations for the period in which they are resolved.  At October 31, 2009 and January 31, 2009, we estimated that the liability related to these matters was approximately $0.1 million and accordingly, accrued $0.1 million as a current liability on our unaudited condensed consolidated balance sheets.

The estimates of our liability for pending and unasserted potential claims do not include litigation costs.  It is our policy to accrue legal fees when it is probable that we will have to defend against known claims or allegations and we can reasonably estimate the amount of the anticipated expense.

From time to time, we enter into certain types of agreements that require us to indemnify parties against third party claims under certain circumstances.  Generally, these agreements relate to: (a) agreements with vendors and suppliers under which we may provide customary indemnification to our vendors and suppliers in respect to actions they take at our request or otherwise on our behalf; (b) agreements to indemnify vendors against trademark and copyright infringement claims concerning merchandise manufactured specifically for or on behalf of the Company; (c) real estate leases, under which we may agree to indemnify the lessors from claims arising from our use of the property; and (d) agreements with our directors, officers and employees, under which we may agree to indemnify such persons for liabilities arising out of their relationship with us.  We have director and officer liability insurance, which, subject to the policy’s conditions, provides coverage for indemnification amounts payable by us with respect to our directors and officers up to specified limits and subject to certain deductibles.

If we believe that a loss is both probable and estimable for a particular matter, the loss is accrued in accordance with the requirements of ASC Topic 450, Contingencies.  With respect to any matter, we could change our belief as to whether a loss is probable or estimable, or our estimate of loss, at any time.  Even though we may not believe a loss is probable or estimable, it is reasonably possible that we could suffer a loss with respect to that matter in the future.

ITEM 1A.
Risk Factors.

There were no material changes to the risk factors disclosed in our Form 10-K for the fiscal year ended January 31, 2009.

ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

None.

ITEM 3.
Defaults Upon Senior Securities.

None.

ITEM 4.
Submission of Matters to a Vote of Security Holders.

None.

ITEM 5.
Other Information.

None.


 
15

 

ITEM 6.
Exhibits.

Exhibit No.
 
Description
     
   
Certificate of Incorporation and By-Laws
     
3.1
 
Certificate of Incorporation of the Registrant; incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 15, 2007.
3.2
 
Bylaws of the Registrant, as amended; incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 1, 2009.
     
   
Form of Stock Certificate
     
4.1
 
Form of Common Stock Certificate; attached as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on September 26, 2007.
     
   
Material Contracts
     
10.1
 
Authorization by Board of Directors of Hibbett Sports, Inc. for stock repurchase program, dated November 18, 2009; incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 20, 2009.
10.2
 
Hibbett Sports, Inc. Executive Voluntary Deferral Plan approved by the Board of Directors, dated November 18, 2009; incorporated by reference as Exhibit 10.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 20, 2009.
10.3
 
Amendment No. 2 to Credit Agreement between the Company and Bank of America, N.A., dated as of November 20, 2009; incorporated by reference as Exhibit 10.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 23, 2009.
     
   
Certifications
     
31.1
*
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2
*
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1
*
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
     
 
*
Filed Within


 
16

 




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



 
HIBBETT SPORTS, INC.
     
 
By:
/s/ Gary A. Smith
   
Gary A. Smith
   
Senior Vice President & Chief Financial Officer
Date:  December 8, 2009
 
(Principal Financial Officer and Chief Accounting Officer)


 
17

 




Exhibit No.
 
Description
     
   
Certificate of Incorporation and By-Laws
     
3.1
 
Certificate of Incorporation of the Registrant; incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 15, 2007.
3.2
 
Bylaws of the Registrant, as amended; incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 1, 2009.
     
   
Form of Stock Certificate
     
4.1
 
Form of Common Stock Certificate; attached as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on September 26, 2007.
     
   
Material Contracts
     
10.1
 
Authorization by Board of Directors of Hibbett Sports, Inc. for stock repurchase program, dated November 18, 2009; incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 20, 2009.
10.2
 
Hibbett Sports, Inc. Executive Voluntary Deferral Plan approved by the Board of Directors, dated November 18, 2009; incorporated by reference as Exhibit 10.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 20, 2009.
10.3
 
Amendment No. 2 to Credit Agreement between the Company and Bank of America, N.A., dated as of November 20, 2009; incorporated by reference as Exhibit 10.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 23, 2009.
     
   
Certifications
     
31.1
*
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2
*
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1
*
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
     
 
*
Filed Within
 
 
 
 
 
 
 
18