HIBBETT SPORTING GOODS INC
10-Q, 1999-06-11
MISCELLANEOUS SHOPPING GOODS STORES
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<PAGE>

                                 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:  May 1, 1999
                                       -----------

                                    -  OR -

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

      For the transaction period from _________ to ________

                        COMMISSION FILE NUMBER 000-20969

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

           DELAWARE                               63-1074067
           --------                               ----------
(State or other jurisdiction of        (IRS Employee Identification No.)
 incorporation or organization)

     451 Industrial Lane, Birmingham, Alabama            35211
     ----------------------------------------            -----
     (Address of principal executive offices)          (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 the number of shares outstanding of each of the issuer's common stock,
as of the latest practicable date:  Shares of common stock, par value $.01 per
share, outstanding as of May 1, 1999 were 6,421,709 shares.
<PAGE>

                          HIBBETT SPORTING GOODS, INC.


                                     INDEX

<TABLE>
<CAPTION>

                                                                                                       Page No.
                                                                                                       -------
<S>                                                                                                    <C>
PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

 Condensed Consolidated Balance Sheets at May 1, 1999 and
  January 30, 1999                                                                                         2

 Condensed Consolidated Statements of Operations for the Thirteen
   Week Periods Ended May 1, 1999 and May 2, 1998                                                          3

 Condensed Consolidated Statements of Cash Flows for the Thirteen Week
  Periods Ended May 1, 1999 and May 2, 1998                                                                4

 Notes to Condensed Consolidated Financial Statements                                                      5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                                            6-10

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                10

Item 2.  Changes in Securities                                                                            10

Item 3.  Defaults Upon Senior Securities                                                                  10

Item 4.  Submission of Matters to Vote of Security-Holders                                                10

Item 5.  Other Information                                                                                11

Item 6.  Exhibits and Reports on Form 8-K                                                                 11
</TABLE>

                                       1
<PAGE>

                 HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Dollars In Thousands)

<TABLE>
<CAPTION>
                                                                                          May 1, 1999             January 30, 1999
                                                                                         -------------            ----------------
                                                                                          (Unaudited)                 (Audited)
<S>                                                                                       <C>                      <C>
Assets
 Current Assets:
  Cash and cash equivalents                                                                 $   660                      $   945
  Accounts receivable, net                                                                    1,991                        2,144
  Inventories                                                                                52,128                       47,694
  Prepaid expenses and other                                                                  1,977                          898
  Deferred income taxes                                                                         786                          738
                                                                                            -------                      -------
   Total current assets                                                                      57,542                       52,419
                                                                                            -------                      -------

 Property and equipment, net                                                                 15,632                       15,406
                                                                                            -------                      -------

 Noncurrent Assets:
  Deferred income taxes                                                                         515                          505
  Other, net                                                                                    240                          222
                                                                                            -------                      -------
    Total noncurrent assets                                                                     755                          727
                                                                                            -------                      -------

Total Assets                                                                                $73,929                      $68,552
                                                                                            =======                      =======
Liabilities and Stockholders' Investment
 Current Liabilities:
  Accounts payable                                                                          $16,068                      $16,233
  Accrued income taxes                                                                        2,068                        2,477
  Accrued expenses:
   Payroll-related                                                                            2,399                        2,638
   Other                                                                                      2,408                        1,944
                                                                                            -------                      -------
  Total current liabilities                                                                  22,943                       23,292
                                                                                            -------                      -------

Long-Term Debt                                                                                3,406                           --
                                                                                            -------                      -------

Stockholders' Investment:
 Preferred stock, $.01 par value 1,000,000 shares
  authorized, no shares outstanding                                                              --                           --
 Common stock, $.01 par value, 12,000,000 shares
  authorized, 6,421,709 shares issued and
  outstanding at May 1, 1999 and 6,413,780
  shares issued and outstanding at January 30, 1999                                              64                           64
 Paid-in capital                                                                             54,053                       53,996
 Retained earnings (deficit)                                                                 (6,537)                      (8,800)
                                                                                            -------                      -------
   Total stockholders' investment                                                            47,580                       45,260
                                                                                            -------                      -------

Total Liabilities and Stockholders' Investment                                              $73,929                      $68,552
                                                                                            =======                      =======
</TABLE>


           See notes to condensed consolidated financial statements.



                                       2
<PAGE>

                 HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (Dollars In Thousands, Except Per Share Amounts)

<TABLE>
<CAPTION>

                                                                                                         Thirteen Weeks Ended
                                                                                                    ------------------------------
                                                                                                    May 1, 1999        May 2, 1998
                                                                                                    -----------        -----------
                                                                                                              (Unaudited)
<S>                                                                                                 <C>                <C>
Net sales                                                                                            $   42,804         $   33,321
Cost of goods sold,
 including warehouse, distribution
 and store occupancy costs                                                                               29,812             23,158
                                                                                                     ----------         ----------
   Gross profit                                                                                          12,992             10,163

Store operating, selling, and
 administrative expenses                                                                                  8,412              6,519

Depreciation and amortization                                                                               863                680
                                                                                                     ----------         ----------
  Operating income                                                                                        3,717              2,964

Interest expense, net                                                                                        53                (45)
                                                                                                     ----------         ----------

  Income before provision for income taxes                                                                3,664              3,009

Provision for income taxes                                                                                1,401              1,151
                                                                                                     ----------         ----------
  Net income                                                                                         $    2,263         $    1,858
                                                                                                     ==========         ==========

Earnings per common share:
  Basic:
    Net income                                                                                       $     0.35         $     0.29
                                                                                                     ==========         ==========

  Diluted:
    Net income                                                                                       $     0.35         $     0.28
                                                                                                     ==========         ==========

Weighted average shares outstanding:
  Basic                                                                                               6,416,189          6,394,515
                                                                                                     ==========         ==========
  Diluted                                                                                             6,540,392          6,551,278
                                                                                                     ==========         ==========
</TABLE>


           See notes to condensed consolidated financial statements.


                                       3
<PAGE>

                 HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Dollars In Thousands)

<TABLE>
<CAPTION>
                                                                                                         Thirteen Weeks Ended
                                                                                                    ------------------------------
                                                                                                    May 1, 1999        May 2, 1998
                                                                                                    -----------        -----------
                                                                                                              (Unaudited)
<S>                                                                                                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                                                            $ 2,263            $ 1,858
                                                                                                       -------            -------
 Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
  Depreciation and amortization                                                                            863                680
  Deferred income taxes                                                                                    (58)               (59)
  Loss on disposal of assets                                                                                13                 13
  Change in assets and liabilities                                                                      (5,735)               970
                                                                                                       -------            -------
    Total adjustments                                                                                   (4,917)             1,604
                                                                                                       -------            -------
    Net cash provided by (used in) operating activities                                                 (2,654)             3,462
                                                                                                       -------            -------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                                                                   (1,098)            (1,874)
 Proceeds from sale of property                                                                              4                  1
                                                                                                       -------            -------
    Net cash (used in) investing activities                                                             (1,094)            (1,873)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Revolving loan activity, net                                                                            3,406                 --
 Proceeds from options exercised and purchase
  of shares under employee stock purchase plan                                                              57                 23
                                                                                                       -------            -------
    Net cash provided by financing activities                                                            3,463                 23
                                                                                                       -------            -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                      (285)             1,612

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                             945              4,498
                                                                                                       -------            -------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                               $   660            $ 6,110
                                                                                                       =======            =======
</TABLE>



           See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                 HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)

1.  Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements of
Hibbett Sporting Goods, Inc. and its wholly-owned subsidiaries (the "Company")
have been prepared in accordance with generally accepted accounting principles
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 generally accepted
accounting principles for complete financial statements. These financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto for the fiscal year ended January 30, 1999. In the
opinion of management, the condensed consolidated financial statements included
herein contain all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation of the Company's financial position
as of May 1, 1999 and May 2, 1998, and the results of its operations and cash
flows for the periods presented.

     The Company has experienced and expects to continue to experience seasonal
fluctuations in its net sales and operating income.  Therefore, the results of
the interim periods presented herein are not necessarily indicative of the
results to be expected for any other interim period or the full year.

2. Earnings Per Share

     Basic earnings per share ("EPS") excludes dilution and is computed by
dividing net income by the weighted average number of common shares outstanding
for the period.  Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock are exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in earnings.  Diluted EPS has been computed based on the weighted average number
of shares outstanding, including the effect of outstanding stock options, if
dilutive, in each respective year.

     A reconciliation of the weighted average shares for basic and diluted EPS
is as follows:

<TABLE>
<CAPTION>
                                                                                       Thirteen Week Period Ended
                                                                                  -------------------------------------
                                                                                  May 1, 1999               May 2, 1998
                                                                                  -----------               -----------
        <S>                                                                      <C>                        <C>
        Weighted average shares outstanding:
         Basic                                                                      6,416,189                 6,394,515
         Dilutive effect of stock options outstanding                                 124,203                   156,763
                                                                                    ---------                 ---------
         Diluted                                                                    6,540,392                 6,551,278
                                                                                    =========                 =========
</TABLE>

     For the thirteen week period ended May 1, 1999, 81,200 anti-dilutive
options were appropriately excluded from the computation.

3.  Contingencies

     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 financial position or results of
operations of the Company.

                                       5
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

     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 Southeast.  Hibbett's stores offer a broad
assortment of high 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 166 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 in enclosed malls and dominant strip
center locations.  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, among other factors, the extensive selection of
traditional team and individual sports merchandise offered and a high level of
customer service.

    The Company operates on a 52 or 53 week fiscal year ending on the Saturday
nearest to January 31 of each year.  Hibbett is incorporated under the laws of
the state of Delaware.

Results of Operations

     The following table sets forth consolidated statement of operations items
expressed as a percentage of net sales for the periods indicated.

<TABLE>
<CAPTION>
                                                                                                 Thirteen Week
                                                                                                 Period Ended
                                                                                         -------------------------------
                                                                                         May 1, 1999         May 2, 1998
                                                                                         -----------         -----------

          <S>                                                                          <C>                 <C>
          Net sales                                                                          100.0%             100.0%
          Cost of goods sold, including warehouse,
           Distribution and store occupancy costs                                             69.6               69.5
                                                                                             -----              -----
          Gross profit                                                                        30.4               30.5
          Store operating, selling, and administrative
           Expenses                                                                           19.7               19.6
          Depreciation and amortization                                                        2.0                2.0
                                                                                             -----              -----
          Operating income                                                                     8.7                8.9
          Interest expense (income), net                                                       0.1               (0.1)
                                                                                             -----              -----
          Income before provision for income taxes                                             8.6                9.0
          Provision for income taxes                                                           3.3                3.4
                                                                                             -----              -----
          Net income                                                                           5.3%               5.6%
                                                                                             =====              =====
</TABLE>

                                       6
<PAGE>

Thirteen Weeks Ended May 1, 1999 Compared to Thirteen Weeks Ended May 2, 1998

     Net sales. Net sales increased $9.5 million, or 28.5%, to $42.8 million for
the thirteen weeks ended May 1, 1999, from $33.3 million for the comparable
period in the prior year. This increase is attributed to opening a net of forty-
four Hibbett Sports stores and two Sports Additions store in the last 52 week
period ended May 1, 1999, and a 6.1% increase in comparable store net sales. The
increase in comparable net sales was due to increased equipment and apparel
sales. New stores and stores not in the comparable store net sales calculation
accounted for $7.8 million of the increase in net sales and increases in
comparable store net sales contributed $1.7 million. Comparable store net sales
data for the period reflect sales for the Company's traditional format stores
open throughout the period and the corresponding period of the prior fiscal
year. During the thirteen weeks ended May 1, 1999, the Company opened ten
Hibbett Sports stores.

     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 $13.0 million, or 30.4% of net sales, in the thirteen weeks
ended May 1, 1999, as compared to $10.2 million, or 30.5% of net sales, in the
same period of the prior fiscal year.  The decrease in gross profit as a
percentage of net sales in the thirteen weeks ended May 1, 1999 was due to
higher store occupancy costs as a percentage of net sales as a result of the
increased number of new stores in the store base.

     Store operating, selling and administrative expenses.  Store operating,
selling and administrative expenses were $8.4 million, or 19.7% of net sales,
for the thirteen weeks ended May 1, 1999, as compared to $6.5 million, or 19.6%
of net sales, for the comparable period a year ago.  The increase in store
operating, selling and administrative expenses as a percentage of net sales in
the thirteen weeks ended May 1, 1999 is primarily attributable to higher labor
costs as a percentage of net sales as a result of the increased number of new
stores in the store base.

     Depreciation and amortization. Depreciation and amortization as a
percentage of net sales remained constant at 2.0% in the thirteen weeks ended
May 1, 1999 and the thirteen weeks ended May 2, 1998.

     Interest expense, net. Net interest expense for the thirteen weeks ended
May 1, 1999 was $53,000 compared to net interest income of $45,000 in the prior
year period. The increase is attributable to higher levels of borrowing on the
Company's revolving credit facility in the current fiscal year to fund new store
openings.

Liquidity and Capital Resources

     The Company's capital requirements relate primarily to new store openings
and working capital requirements. The Company's working capital needs are
somewhat seasonal in nature and typically reach their peak near the end of the
third and the beginning of the fourth quarter of its fiscal year. Historically,
the Company has funded its cash requirements primarily through cash flows from
operations and borrowings under its revolving loan facilities.

     Net cash provided by (used in) operating activities has historically been
driven by net income levels combined with fluctuations in inventory and accounts
payable balances.  The Company has continued to increase inventory levels in the
thirteen weeks ended May 1, 1999 as the number of new stores has increased. The
Company has financed this increase through increased net income and borrowings
under a revolving credit facility during the thirteen weeks ended May 1, 1999.
Net cash used in operating activities was $2.7 million for the thirteen week
period ending May 1, 1999 as compared to net cash provided by operating
activities of $3.5 million for the thirteen week period ending May 2, 1998.

     With respect to cash flows from investing activities, capital expenditures
were $1.1 million in the thirteen week period ended May 1, 1999 compared to $1.9
million for the prior year period.  Capital expenditures in the thirteen weeks
ended May 1, 1999 primarily related to the opening of ten new stores,
construction costs incurred on stores not yet open, and distribution center-
related expenditures. The decrease in capital expenditures in the current year
period resulted from less new store activity.

     Net cash provided by financing activities was $3.5 million in the thirteen
week period ended May 1, 1999 compared with $23,000 for the prior year period.
The financing activities in the current year period were primarily the result of
borrowings under the revolving credit facility. These borrowings were used to
fund new store openings and working capital requirements.  In the prior year
period, the net cash provided by financing activities was the result of net
proceeds from options exercised and the purchase of shares under the employee
stock purchase plan.

                                       7
<PAGE>

     The Company estimates capital expenditures in fiscal 2000 to be
approximately $7.3 million which includes resources budgeted to (i) fund the
opening of approximately 55 Hibbett Sports stores, (ii) remodel selected
existing stores and (iii) fund headquarters and distribution center-related
capital expenditures, excluding a planned expansion to the distribution center.
The Company anticipates the expansion will be completed by the end of fiscal
2000 and will be incorporated into the existing long-term operating lease for
the facility.

     On November 5, 1998, the Company established a new unsecured revolving
credit facility which will expire November 5, 2001 and allows borrowings up to
$25 million. The Company also established an unsecured working capital line of
credit for $5 million which is subject to annual renewal. As of May 1, 1999, the
Company had $3.4 million outstanding under the facility. Based on its current
operating and store opening plans, the Company believes that it can fund its
cash needs for the foreseeable future through borrowings under the new facility,
the working line of credit and cash generated from operations.

New Accounting Pronouncements

     The American Institute of Certified Public Accountants ("AICPA"), has
issued Statement of Position ("SOP"), 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. This statement requires
capitalization of external direct costs of materials and services, payroll and
payroll related costs for employees directly associated, and interest cost
during development of computer software for internal use. Capitalized software
costs should be amortized on a straight-line basis unless another systematic and
rational basis is more representative of the software's use. This statement was
adopted on January 31, 1999 with no material effect on the Company's financial
statements.

     The AICPA has issued SOP 98-5, Reporting on the Costs of Start-up
Activities. This statement provides guidance on the financial reporting of
start-up costs and organization costs, and requires these costs to be expensed
as incurred. The adoption of this statement on January 31, 1999 did not have a
significant impact on the Company's financial statements.

Year 2000 Compliance

     During early fiscal 2000, the Company has continued to evaluate its
management information systems to identify and address Year 2000 issues. In
connection therewith, the Company has classified its Year 2000 emphasis into
five areas:

     1. Information systems that are critical to daily operations (i.e.
        receiving and processing of merchandise, executing sales at store level,
        and processing payroll and other financial accounting functions)

     2. Information systems that are important but not critical to daily
        operations (tracking supply inventories, electronically sending purchase
        orders, etc.)

     3. Customized, internally developed programs or interfaces with the above
        mentioned systems (radio frequency system in the warehouse, sales audit
        system, etc.)

     4. Non information technology items (phone system, security system,
        warehouse conveyors, heating and air systems, etc.)

     5. Third party (vendor) compliance

     The Company has classified its Year 2000 implementation program into four
areas:

     1. Evaluation and Initial Assessment

     2. Remediation/Reprogramming

     3. Testing

                                       8
<PAGE>

     4. Contingency Planning

     The following table outlines the Company's current status regarding the
first two areas of its Year 2000 implementation program:

<TABLE>
<CAPTION>
                                                                                                Percent Complete
                                                                                     ---------------------------------------
                                                                                     Evaluation &             Remediation  &
             Classification/Program                                                   Assessment               Reprogramming
- ---------------------------------------------------                                  -------------            --------------
<S>                                                                                  <C>                      <C>
1.  Critical Systems:
    ----------------
    Merchandising & Distribution                                                          100%                      100%
    Financial & Payroll                                                                   100%                      100%
    Point of Sale/Store Registers                                                         100%                       85%
    Mainframe Processing                                                                  100%                      100%
2.  Important but not critical systems                                                    100%                       90%
3.  Custom developed programs & interfaces                                                100%                      100%
4.  Non Information Technology items                                                       95%                       60%
5.  Third Party Compliance                                                                 95%                       40%
</TABLE>

     The Company has plans in place to complete its Year 2000 implementation,
including testing of all systems by the fall of calendar year 1999.  The Company
plans to continue to rely primarily on internal resources in order to complete
these steps.

     The Company's financial, merchandising, and distribution systems are third
party vendor software programs which have been recently upgraded and are
certified as Year 2000 compliant by the software vendors.  These upgrades were
previously planned and were not accelerated due to Year 2000 issues.

     The Company's point of sale system operates the cash registers in the
stores.  The registers run on a personal computer system using a third party
software.  The software has been upgraded in order to accept credit cards with
expiration dates beyond December 31, 1999, and all other significant date
sensitive applications except for layaway transactions which are not material to
the Company.  The point of sale operating system and networking system is in the
process of being upgraded to be Year 2000 compliant.

     The Company has not deferred any significant information technology
projects in order to address the Year 2000 issue.

     Based on present information, the Company believes that its current plans
as outlined above will substantially mitigate the risk of a material disruption
in the Company's operations due to internal Year 2000 factors.  However,
possible consequences of the Company not being Year 2000 compliant include, but
are not limited to, loss of revenues, loss of communication capability with
stores, inability to process or quantify merchandise, and inability to engage in
other operational and financial activities.

     At the present time, the Company has not established a contingency plan for
possible Year 2000 issues.  The Company expects to consider contingency plans
based on the results of its Year 2000 testing and its assessment of related
risks.

     Additionally, the Company is in the process of communicating with third
parties in order to assess their Year 2000 readiness and the extent to which the
Company may be vulnerable to any third parties' failure to remediate their Year
2000 issues.  Many of these parties have stated their ability to supply the
Company will not be affected by the Year 2000 issue.  Management believes that
the Company's largest vendor, Nike, has made significant progress toward their
Year 2000 compliance and does not expect any material disruption therefrom.
However, the Company cannot assure timely compliance of third parties, including
any other material vendors, and may be adversely affected by failure of a
significant third party to become Year 2000 compliant.

                                       9
<PAGE>

     Approximately $165,000 has been expended to date related to Year 2000
compliance.  The Company currently expects that the total costs of Year 2000
compliance for the Company's current systems will not exceed $185,000, which
includes the lease or purchase of a system dedicated for Year 2000 testing.
These costs are not expected to have a significant impact on the Company's
financial position or results of operations.

     The costs associated with Year 2000 compliance are based on management's
current views with respect to future events and may be updated as additional
information becomes available.  Please refer to the Special Note Regarding
Forward Looking Statements.

Special Note Regarding Forward Looking Statements

     The statements contained in this report that are not purely historical or
which might be considered an opinion or projection concerning the Company or its
business, whether express or implied, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  These
statements may include statements regarding the Company's expectations,
intentions, plans or strategies regarding the future, including statements
related to the Year 2000 issue.  All forward-looking statements included in this
document are based upon information available to the Company on the date hereof,
and the Company assumes no obligation to update any such forward-looking
statements.  It is important to note that the Company's actual results could
differ materially from those described or implied in such forward-looking
statements because of, among other factors, the ability of the Company to
execute its expansion plans, a shift in demand for the merchandise offered by
the Company, the Company's ability to obtain brand name merchandise at
competitive prices, the effect of regional or national economic conditions and
the effect of competitive pressures from other retailers.  In addition, the
reader should consider the risk factors described from time to time in the
Company's other documents and reports, including the factors described under
"Risk Factors" in the Company's Registration Statement on Form S-1, filed with
the Securities and Exchange Commission on October 1, 1997, and any amendments
thereto.

Quarterly Fluctuations

     The Company has historically experienced and expects to continue to
experience seasonal fluctuations in its net sales and operating income. The
Company's net sales and operating income are typically higher in the fourth
quarter due to sales increases during the holiday selling season. However, the
seasonal fluctuations are mitigated by the strong product demand in the spring,
summer and back-to-school sales periods. The Company's quarterly results of
operations may also 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, the level of pre-opening expenses associated with new
stores, the relative proportion of new stores to mature stores, merchandise mix,
the relative proportion of stores represented by each of the Company's three
store concepts and demand for apparel and accessories driven by local interest
in sporting events.

                           PART II OTHER INFORMATION

ITEM 1:  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 financial position or
     results of operations of the Company.

ITEM 2:  Changes in Securities

     None

ITEM 3:  Defaults Upon Senior Securities

     None

ITEM 4:  Submission of Matters to Vote of Security-Holders

     None

                                       10
<PAGE>

ITEM 5:  Other Information

     None

ITEM 6:  Exhibits and Reports on Form 8-K

     (A)  Exhibits

<TABLE>
<CAPTION>
          Exhibit #                   Description
          ---------                   -----------
          <S>          <C>
             27        Financial Data Schedule (for SEC use only)
</TABLE>

     (B)  Reports on Form 8-K

     None

                                  SIGNATURES

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

                                     HIBBETT SPORTING GOODS, INC.



Date:   June 7, 1999                 By: /s/ Susan H. Fitzgibbon
        ------------                     ------------------------
                                        Susan H. Fitzgibbon
                                        Vice President and
                                        Chief Financial Officer

                                       11

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Hibbett Sporting Goods, Inc. for the year to date period ended
May 1, 1999 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000

<S>                                        <C>
<PERIOD-TYPE>                                 3-MOS
<FISCAL-YEAR-END>                          JAN-29-2000
<PERIOD-START>                             JAN-31-1999
<PERIOD-END>                               MAY-01-1999
<CASH>                                             660
<SECURITIES>                                         0
<RECEIVABLES>                                    2,230
<ALLOWANCES>                                       239
<INVENTORY>                                     52,128
<CURRENT-ASSETS>                                57,542
<PP&E>                                          29,726
<DEPRECIATION>                                  14,094
<TOTAL-ASSETS>                                  73,929
<CURRENT-LIABILITIES>                           22,943
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            64
<OTHER-SE>                                      47,516
<TOTAL-LIABILITY-AND-EQUITY>                    73,929
<SALES>                                         42,804
<TOTAL-REVENUES>                                42,804
<CGS>                                           29,812
<TOTAL-COSTS>                                   29,812
<OTHER-EXPENSES>                                 9,275
<LOSS-PROVISION>                                    21
<INTEREST-EXPENSE>                                  53
<INCOME-PRETAX>                                  3,664
<INCOME-TAX>                                     1,401
<INCOME-CONTINUING>                              2,263
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,263
<EPS-BASIC>                                     0.35
<EPS-DILUTED>                                     0.35



</TABLE>


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