<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: July 29, 2000
-------------
- 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
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(State or other jurisdiction of (IRS Employee Identification No.)
incorporation or organization)
451 Industrial Lane, Birmingham, Alabama 35211
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(Address of principal executive offices) (Zip code)
(205)-942-4292
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(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 July 29, 2000 were 6,466,935 shares.
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HIBBETT SPORTING GOODS, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at July 29, 2000 and
January 29, 2000 2
Condensed Consolidated Statements of Operations for the Thirteen Week
and Twenty-Six Week Periods Ended July 29, 2000 and July 31, 1999 3
Condensed Consolidated Statements of Cash Flows for the Twenty-Six
Week Periods Ended July 29, 2000 and July 31, 1999 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to Vote of Security-Holders 9
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
1
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HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
<TABLE>
<CAPTION>
July 29, 2000 January 29, 2000
------------------- -------------------
(Unaudited) (Audited)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 1,854 $ 860
Accounts receivable, net 2,357 2,123
Inventories 70,376 58,066
Prepaid expenses and other 611 750
Refundable income tax 184 -
Deferred income taxes 690 718
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Total current assets 76,072 62,517
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Property and equipment, net 20,830 19,957
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Noncurrent Assets:
Deferred income taxes 665 610
Other, net 315 194
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Total noncurrent assets 980 804
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Total Assets $ 97,882 $ 83,278
=================== ===================
Liabilities and Stockholders' Investment
Current Liabilities:
Accounts payable $ 23,800 $ 19,047
Accrued income taxes - 546
Accrued expenses:
Payroll-related 2,581 3,044
Other 2,274 2,049
------------------- -------------------
Total current liabilities 28,655 24,686
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Long-Term Debt 10,000 4,391
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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, 6,466,935 shares issued and
outstanding at July 29, 2000 and 6,435,552
shares issued and outstanding at January 29, 2000 65 64
Paid-in capital 54,521 54,277
Retained earnings (deficit) 4,641 (140)
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Total stockholders' investment 59,227 54,201
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Total Liabilities and Stockholders' Investment $ 97,882 $ 83,278
=================== ===================
</TABLE>
See notes to condensed consolidated financial statements.
2
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HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
----------------------------------- -----------------------------------
July 29, 2000 July 31, 1999 July 29, 2000 July 31, 1999
--------------- --------------- --------------- ---------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $ 46,626 $ 39,342 $ 97,148 $ 82,146
Cost of goods sold,
including warehouse, distribution
and store occupancy costs 32,933 27,857 68,063 57,669
----------- ----------- ----------- -----------
Gross profit 13,693 11,485 29,085 24,477
Store operating, selling, and
administrative expenses 9,122 7,816 18,838 16,228
Depreciation and amortization 1,135 914 2,270 1,777
----------- ----------- ----------- -----------
Operating income 3,436 2,755 7,977 6,472
Interest expense 191 102 260 155
----------- ----------- ----------- -----------
Income before provision for income taxes 3,245 2,653 7,717 6,317
Provision for income taxes 1,225 1,015 2,936 2,416
----------- ----------- ----------- -----------
Net income $ 2,020 $ 1,638 $ 4,781 $ 3,901
=========== =========== =========== ===========
Basic earnings per common share $ 0.31 $ 0.26 $ 0.74 $ 0.61
=========== =========== =========== ===========
Diluted earnings per common share $ 0.31 $ 0.25 $ 0.73 $ 0.60
=========== =========== =========== ===========
Weighted average shares outstanding:
Basic 6,446,276 6,428,022 6,441,277 6,422,106
=========== =========== =========== ===========
Diluted 6,607,439 6,567,919 6,572,101 6,554,415
=========== =========== =========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
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HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
<TABLE>
<CAPTION>
Twenty-Six Weeks Ended
----------------------------------
July 29, 2000 July 31, 1999
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(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,781 $ 3,901
---------- ----------
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 2,270 1,777
Deferred income taxes (27) (117)
Loss on disposal of assets 16 6
Change in assets and liabilities (8,761) (2,750)
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Total adjustments (6,502) (1,084)
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Net cash provided by (used in) operating activities (1,721) 2,817
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,161) (3,338)
Proceeds from sale of property 22 110
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Net cash (used in) investing activities (3,139) (3,228)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Revolving loan activity, net 5,609 4,000
Proceeds from options exercised and purchase
of shares under employee stock purchase plan 245 144
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Net cash provided by financing activities 5,854 4,144
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NET INCREASE IN CASH AND CASH EQUIVALENTS 994 3,733
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 860 945
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,854 $ 4,678
========== ==========
</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 29, 2000. 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 July 29, 2000 and July 31, 1999, 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 period.
A reconciliation of the weighted average shares for basic and diluted EPS
is as follows:
<TABLE>
<CAPTION>
Thirteen Week Period Ended Twenty-Six Week Period Ended
-----------------------------------------------------------------------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Weighted average shares outstanding:
Basic 6,446,276 6,428,022 6,441,277 6,422,106
Dilutive effect of stock options 161,163 139,897 130,824 132,309
-------------- ------------- ------------- -------------
Diluted 6,607,439 6,567,919 6,572,101 6,554,415
============== ============= ============= =============
</TABLE>
For the thirteen week periods ended July 29, 2000 and July 31, 1999, 79,600
and 81,200 anti-dilutive options, respectively, were appropriately excluded from
the computation. For the twenty-six week periods ended July 29, 2000 and July
31, 1999, 84,600 and 81,200 anti-dilutive options, respectively, 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
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Hibbett Sporting Goods, Inc. ("we" or "Hibbett" or the "Company") is a
rapidly-growing operator of full-line sporting goods stores in small to mid-
sized markets predominantly in the southeastern United States. Our stores offer
a broad assortment of quality athletic equipment, footwear and apparel at
competitive prices with superior customer service. Our merchandise assortment
features a broad selection of brand name merchandise emphasizing team and
individual sports complemented by a selection of localized apparel and
accessories designed to appeal to a wide range of customers within each market.
Our management team believes that our stores are among the primary retail
distribution alternatives for brand name vendors that seek to reach our target
markets.
As of July 29, 2000, we operated 224 Hibbett Sports stores as well as
fifteen smaller-format Sports Additions athletic shoe stores and four larger-
format Sports & Co. superstores in 19 states. Our primary retail format and
growth vehicle is Hibbett Sports a 5,000 square foot store located in enclosed
malls and dominant strip centers. We target markets with county populations that
range from 30,000 to 250,000. By targeting smaller markets, we believe that we
achieve significant strategic advantages, including numerous expansion
opportunities, comparatively low operating costs and a more limited competitive
environment than generally faced in larger markets. In addition, we establish
greater customer and vendor recognition as the leading full-line sporting goods
retailer in these local communities. Although competitors in some markets may
carry similar product lines and national brands, we believe that the Hibbett
Sports stores are typically the primary, full-line sporting goods retailers in
their markets due to the extensive selection of traditional team and individual
sports merchandise offered and a high level of customer service.
Hibbett 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 Twenty-Six Week
Period Ended Period Ended
----------------------------------- ----------------------------------
July 29, 2000 July 31, 1999 July 29, 2000 July 31, 1999
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold, including warehouse,
distribution and store occupancy costs 70.6 70.8 70.1 70.2
----- ----- ----- -----
Gross profit 29.4 29.2 29.9 29.8
Store operating, selling, and administrative
expenses 19.6 19.9 19.4 19.7
Depreciation and amortization 2.4 2.3 2.3 2.2
----- ----- ----- -----
Operating income 7.4 7.0 8.2 7.9
Interest expense, net 0.4 0.3 0.3 0.2
----- ----- ----- -----
Income before provision for income taxes 7.0 6.7 7.9 7.7
Provision for income taxes 2.7 2.5 3.0 2.9
----- ----- ----- -----
Net income 4.3% 4.2% 4.9% 4.8%
===== ===== ===== =====
</TABLE>
6
<PAGE>
Thirteen Weeks Ended July 29, 2000 Compared to Thirteen Weeks Ended July 31,
1999
Net sales. Net sales increased $7.3 million, or 18.5%, to $46.6 million
for the thirteen weeks ended July 29, 2000, from $39.3 million for the
comparable period in the prior year. This increase is attributed to the opening
of a net of forty-four Hibbett Sports stores and three Sports Additions stores
in the 52 week period ended July 29, 2000, and a 2.0% increase in comparable
store net sales. The increase in comparable store net sales was primarily due to
increased equipment and apparel sales. New stores and stores not in the
comparable store net sales calculation accounted for $6.6 million of the
increase in net sales, and increases in comparable store net sales contributed
$700,000. Comparable store net sales data for the period reflect sales for our
traditional format stores open throughout the period and the corresponding
period of the prior fiscal year. During the thirteen weeks ended July 29, 2000,
we opened eleven Hibbett Sports stores and two Sports Additions 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 $13.7 million, or 29.4% of net sales, in the thirteen weeks
ended July 29, 2000, as compared to $11.5 million, or 29.2% of net sales, in the
same period of the prior fiscal year. The improved gross margin was due to
higher product margins.
Store operating, selling and administrative expenses. Store operating,
selling and administrative expenses were $9.1 million, or 19.6% of net sales,
for the thirteen weeks ended July 29, 2000, as compared to $7.8 million, or
19.9% of net sales, for the comparable period a year ago. The decrease in store
operating, selling and administrative expenses as a percentage of net sales in
the thirteen weeks ended July 29, 2000 is attributable to improved leveraging of
administrative costs over a larger store base.
Depreciation and amortization. Depreciation and amortization as a
percentage of net sales was 2.4% in the thirteen weeks ended July 29, 2000
compared to 2.3% in the thirteen weeks ended July 31, 1999. The increase as a
percent to sales is primarily attributable to depreciation associated with the
warehouse expansion completed in the fourth quarter of fiscal 2000.
Interest expense. Interest expense for the thirteen weeks ended July 29,
2000 was $191,000 compared to $102,000 in the prior year period. The increase is
attributable to higher levels of borrowing under the Company's credit facilities
in the current year to fund working capital requirements.
Twenty-Six Weeks Ended July 29, 2000 Compared to Twenty-Six Weeks Ended July 31,
1999
Net sales. Net sales increased $15.0 million, or 18.3%, to $97.1 million
for the twenty-six weeks ended July 29, 2000, from $82.1 million for the
comparable period in the prior year. This increase is attributed to the opening
of a net of forty-four Hibbett Sports stores and three Sports Additions stores
in the 52 week period ended July 29, 2000, and a 1.7% increase in comparable
store net sales. The increase in comparable store net sales was primarily due to
increased equipment sales. New stores and stores not in the comparable store net
sales calculation accounted for $13.8 million of the increase in net sales, and
increases in comparable store net sales contributed $1.2 million. Comparable
store net sales data for the period reflect sales for our traditional format
stores open throughout the period and the corresponding period of the prior
fiscal year. During the twenty-six weeks ended July 29, 2000, we opened eighteen
Hibbett Sports stores and two Sports Additions 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 $29.1 million, or 29.9% of net sales, in the twenty-six weeks
ended July 29, 2000, as compared to $24.5 million, or 29.8% of net sales, in the
same period of the prior fiscal year. The improved gross margin was due to
higher product margins and improved leveraging of distribution center costs over
a larger store base in the current year period.
Store operating, selling and administrative expenses. Store operating,
selling and administrative expenses were $18.8 million, or 19.4% of net sales,
for the twenty-six weeks ended July 29, 2000, as compared to $16.2 million, or
19.7% of net sales, for the comparable period a year ago. The decrease in store
operating, selling and administrative expenses as a percentage of net sales in
the twenty-six weeks ended July 29, 2000 is attributable to improved leveraging
of administrative costs over a larger store base and fewer new store openings in
the current year period.
7
<PAGE>
Depreciation and amortization. Depreciation and amortization as a
percentage of net sales was 2.3% in the twenty-six weeks ended July 29, 2000
compared to 2.2% in the twenty-six weeks ended July 31, 1999. The increase as a
percent to sales is primarily attributable to depreciation associated with the
warehouse expansion completed in the fourth quarter of fiscal 2000.
Interest expense. Interest expense for the twenty-six weeks ended July 29,
2000 was $260,000 compared to $155,000 in the prior year period. The increase
is attributable to higher market interest rates and higher levels of borrowing
on the Company's credit facilities in the current year to fund new stores and
working capital requirements.
Liquidity and Capital Resources
Our capital requirements relate primarily to new store openings and working
capital requirements. Our 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 our fiscal year. Historically, we have funded our cash
requirements primarily through cash flows from operations and borrowings under
our revolving loan facilities.
Net cash provided by (used in) operating activities for the periods
presented was primarily driven by net income levels combined with fluctuations
in inventory and accounts payable balances. Net cash used in operating
activities was $1.7 million for the twenty-six week period ending July 29, 2000
as compared to net cash provided by operating activities of $2.8 million for the
twenty-six week period ending July 31, 1999. We have continued to increase our
inventory levels in the twenty-six weeks ended July 29, 2000 and July 31, 1999,
as the number of stores has increased. The Company typically finances these
increases through increased net income, increases in accounts payable balances
and borrowings under our revolving credit facilities.
With respect to cash flows from investing activities, capital expenditures
were $3.2 million in the twenty-six week period ended July 29, 2000 compared to
$3.3 million for the comparable period in the prior year. Capital expenditures
in the twenty-six weeks ended July 29, 2000 primarily related to the opening of
twenty new stores and certain office and distribution center-related
expenditures. In the prior year period, we opened 24 new stores.
The Company estimates capital expenditures in fiscal 2001 to be
approximately $8.0 million which includes resources budgeted to (i) fund the
opening of approximately 60 Hibbett Sports stores, (ii) remodel selected
existing stores and (iii) fund headquarters and distribution center related
capital expenditures.
Net cash provided by financing activities was $5.9 million in the twenty-
six week period ended July 29, 2000 compared with $4.1 million in the prior year
period. Financing activities in the current year and prior year periods were
primarily the result of borrowings under our credit facilities. These borrowings
were used to fund new stores and working capital requirements.
Hibbett maintains an unsecured revolving credit facility which will expire
November 5, 2002 and allows borrowings up to $25 million. We also maintain an
unsecured working capital line of credit for $7 million which is subject to
annual renewal. As of July 29, 2000, the Company had $10.0 million outstanding
under these facilities. Based on our current operating and store opening plans,
management believes that we can fund our cash needs for the foreseeable future
through borrowings under the credit facility, the working capital line of credit
and cash generated from operations.
In April 2000, the Company established a $20 million unsecured Future
Advance Facility ("The Future Advance Facility"). The Future Advance Facility
will be used as needed through March 31, 2001 or such later date as the lenders
may agree to for the purpose of financing the potential buyback of Hibbett's
common stock. There were no amounts outstanding under the Future Advance
Facility at July 29, 2000.
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. All forward-looking
statements included in
8
<PAGE>
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
The Company's Annual Meeting of Shareholders was held June 13, 2000.
The following individuals were re-elected to the Board of Directors:
Votes For Votes Withheld
------------ --------------
F. Barron Fletcher, III 5,905,009 1,700
John F. Megrue 5,905,109 1,600
As Class I directors, Messrs. Fletcher and Megrue will serve until the
Annual Meeting of Shareholders to be held in 2003 or until their successors
are elected and qualified.
Arthur Andersen LLP was approved as the independent public accountants of
the Company for the fiscal year ending February 3, 2001 by the following
vote:
For Against Abstain
--- ------- -------
5,893,003 13,401 305
9
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ITEM 5: Other Information
None
ITEM 6: Exhibits and Reports on Form 8-K
(A) Exhibits
Exhibit # Description
--------- -----------
27 Financial Data Schedule (for SEC use only)
(B) Reports on Form 8-K
None
SIGNATURES
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 duly authorized.
HIBBETT SPORTING GOODS, INC.
Date: September 7, 2000 By: /s/ Susan H.Fitzgibbon
------------------------ -------------------------
Susan H. Fitzgibbon
Vice President and
Chief Financial Officer
10
