-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OLrr5hjgJii1460xgRR7EGA6YYPSkKOIuiYLg/PxzDM/6Q5g56zJz0NlolcBo74b vKfvrmPTwscOAR6Y1AHtyA== 0000931763-97-001520.txt : 19970918 0000931763-97-001520.hdr.sgml : 19970918 ACCESSION NUMBER: 0000931763-97-001520 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970802 FILED AS OF DATE: 19970912 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIBBETT SPORTING GOODS INC CENTRAL INDEX KEY: 0001017480 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 631074067 STATE OF INCORPORATION: AL FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-20969 FILM NUMBER: 97679443 BUSINESS ADDRESS: STREET 1: 451 INDUSTRIAL LANE CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059424292 MAIL ADDRESS: STREET 1: 451 INDUSTRIAL LANE CITY: BIRNINGHAM STATE: AL ZIP: 35211 10-Q 1 FORM 10-Q 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: August 2, 1997 --------------- - 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 August 2, 1997 were 6,192,330 shares. HIBBETT SPORTING GOODS, INC. INDEX PAGE NO. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets at August 2, 1997 and February 1, 1997 2 Condensed Consolidated Statements of Operations for the Thirteen Week and Twenty-Six Week Periods Ended August 2, 1997 and August 3, 1996 3 Condensed Consolidated Statements of Cash Flows for the Twenty-Six Week Periods Ended August 2, 1997 and August 3, 1996 4 Notes to Condensed Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-9 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 10 Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 10 HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
AUGUST 2, 1997 FEBRUARY 1, 1997 ---------------- ------------------ (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 1,073 $ 2,269 Accounts receivable, net 2,247 2,097 Inventories 33,546 24,521 Prepaid expenses and other 1,557 613 Deferred income taxes 719 626 ---------------- ------------------ Total current assets 39,142 30,126 ---------------- ------------------ Property and equipment, net 10,485 9,884 ---------------- ------------------ Noncurrent Assets: Deferred income taxes 343 321 Other, net 24 27 ---------------- ------------------ Total noncurrent assets 367 348 ---------------- ------------------ Total Assets $ 49,994 $ 40,358 ================ ================== LIABILITIES AND STOCKHOLDERS' INVESTMENT Current Liabilities: Accounts payable $ 16,622 $ 10,381 Accrued income taxes 121 436 Accrued expenses: Payroll-related 1,323 1,875 Other 1,402 1,144 Related-party 33 10 ---------------- ------------------ Total current liabilities 19,501 13,846 ---------------- ------------------ Long-Term Debt 704 - ---------------- ------------------ 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, 6,192,330 shares issued and outstanding at August 2, 1997 and 6,134,261 shares issued and outstanding at February 1, 1997 62 61 Paid-in capital 48,840 47,974 Retained earnings (deficit) (19,113) (21,523) ---------------- ------------------ Total stockholders' investment 29,789 26,512 ---------------- ------------------ Total Liabilities and Stockholders' Investment $ 49,994 $ 40,358 ================ ==================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 2 HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED --------------------------------- --------------------------------- AUGUST 2, 1997 AUGUST 3, 1996 AUGUST 2, 1997 AUGUST 3, 1996 ---------------- ---------------- ---------------- ---------------- (Unaudited) (Unaudited) Net sales $ 26,393 $ 18,768 $ 52,558 $ 39,019 Cost of goods sold, (Including warehouse, distribution and store occupancy costs) 18,555 13,237 36,681 27,272 ---------------- ---------------- ---------------- ---------------- Gross profit 7,838 5,531 15,877 11,747 Store operating, selling, and administrative expenses 5,671 4,373 10,912 7,767 Depreciation and amortization 556 433 1,073 826 ---------------- ---------------- ---------------- ---------------- Operating income 1,611 725 3,892 3,154 Interest expense (income), net 14 904 (11) 1,814 ---------------- ---------------- ---------------- ---------------- Income (loss) before provision for income taxes 1,597 (179) 3,903 1,340 Provision (credit) for income taxes 611 (70) 1,493 514 ---------------- ---------------- ---------------- ---------------- Net income (loss) $ 986 $ (109) $ 2,410 $ 826 ================ ================ ================ ================ Earnings per common share: Net income (loss) $0.16 $(0.03) $0.38 $0.21 ================ ================ ================ ================ Weighted average shares outstanding 6,279,770 3,959,501 6,264,084 3,938,223 ================ ================ ================ ================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 3 HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATION STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
TWENTY-SIX WEEKS ENDED ----------------------------------- AUGUST 2, 1997 AUGUST 3, 1996 -------------- -------------- (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: $ 2,410 $ 826 Net income -------------- -------------- Adjustments to reconcile net income to net cash privided by (used in) operating activities: 1,073 943 Depreciation and amortization (115) (116) Deferred income taxes 7 (504) (Gain) loss on disposal of assets - 14 Interest expense funded through additional debt (4,005) (5,480) Change in assets and liabilities -------------- -------------- (3,040) (5,143) Total adjustments -------------- -------------- (630) (4,317) Net cash (used in) operating activities -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: (1,680) (2,385) Capital expenditures 5 5,553 Proceeds from sale of property -------------- -------------- (1,675) 3,168 Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES: - (4,267) Principal payments on long-term debt - Proceeds from options exercised and purchase 405 - of shares under employee stock purchase plan 704 5,421 Revolving loan borrowings and repayments, net -------------- -------------- 1,109 1,154 Net cash provided by financing activities -------------- -------------- (1,196) 5 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,269 31 -------------- -------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,073 $ 36 ============== ==============
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 4 HIBBETT SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited 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 February 1, 1997. 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 August 2, 1997 and August 3, 1996, 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 Earnings per share for the periods presented is calculated by dividing net income by the number of weighted average shares outstanding. Common stock equivalents in the form of stock options are included in the calculation utilizing the treasury stock method in accordance with Accounting Principles Board Opinion ("APB") No. 15 for all periods presented. In March 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings Per Share. SFAS No. 128 will supersede APB No.15 effective for periods ending after December 15, 1997. Under SFAS No. 128, the Company's basic earnings per share for the thirteen weeks ended August 2, 1997 and August 3, 1996 would have been unchanged, and for the twenty-six weeks ended August 2, 1997 and August 3, 1996 basic earnings per share would have been $0.39 and $0.22, respectively. 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 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 in the southeastern United States. 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 core 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. 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 93 Hibbett Sports stores as well as nine smaller- format Sports Addition 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 predominantly in enclosed malls. 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 statement of operations items expressed as a percentage of net sales for the periods indicated.
THIRTEEN WEEK TWENTY-SIX WEEK PERIOD ENDED PERIOD ENDED ------------------------- ------------------------- August 2, August 3, August 2, August 3, 1997 1996 1997 1996 ---- ---- ---- ---- Net sales 100.0% 100.0% 100.0% 100.0% Cost of goods sold, including warehouse, distribution, and store occupancy costs 70.3 70.5 69.8 69.9 ----- ------- ----- ------- Gross profit 29.7 29.5 30.2 30.1 Store operating, selling, and administrative expenses 21.5 23.3 (1) 20.8 19.9 (2) Depreciation and amortization 2.1 2.3 2.0 2.1 ----- ------- ----- ------- Operating income 6.1 3.9 (1) 7.4 8.1 (2) Interest expense, net 0.1 4.8 --- 4.7 ----- ------- ----- ------- Income (loss) before provision for income taxes 6.0 (0.9) 7.4 3.4 Provision (credit) for income taxes 2.3 (0.3) 2.8 1.3 ----- ------- ----- ------- Net income (loss) 3.7% (0.6)% 4.6% 2.1% ====== ======= ===== =======
(1) Includes a one-time pre-tax compensation expense of $462,000 related to stock options issued on August 1, 1996. Excluding this expense, store operating, selling and administrative expenses represented 20.8% of net sales, and operating income would have been 6.3% of net sales for the thirteen weeks ended August 3, 1996. (2) Includes a $513,000 pre-tax gain on the sale of the Company's former headquarters and distribution facility and a one-time pre-tax compensation expense of $462,000 related to stock options issued on August 1, 1996. Excluding these items, store operating, selling and administrative expenses represented 20.0% of net sales, and operating income would have been 8.0% of net sales for the twenty-six weeks ended August 3, 1996. 6 THIRTEEN WEEKS ENDED AUGUST 2, 1997 COMPARED TO THIRTEEN WEEKS ENDED AUGUST 3, 1996 Net sales. Net sales increased $7.6 million, or 40.6%, to $26.4 million for the thirteen weeks ended August 2, 1997, from $18.8 million for the comparable period in the prior year. This increase is attributed to the opening of thirty-one Hibbett Sports stores, one Sports and Co. superstore and one Sports Addition store in the last 52 week period ended August 2, 1997, and a 9.5% increase in comparable store net sales. The increase in comparable net sales was due primarily to increased footwear and equipment sales as well as improved inventory processing at the distribution center. During the thirteen weeks ended August 2, 1997, the Company opened six Hibbett Sports stores and one Sports Addition store. New stores and stores not in the comparable store net sales calculation accounted for $6.1 million of the increase in net sales and increases in comparable store net sales contributed $1.5 million. Comparable store net sales data for a period reflect stores open throughout that period and the corresponding period of the prior fiscal year. Comparable store net sales do not include sales by the Company's four larger format Sports & Co. superstores or the Company's wholly-owned subsidiary, Hibbett Team Sales, Inc. 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 $7.8 million, or 29.7% of net sales, in the thirteen weeks ended August 2, 1997, as compared to $5.5 million, or 29.5% of net sales, in the same period of the prior fiscal year. A slight increase in product margin was offset by a slight increase in store occupancy costs, with the improvement in overall gross profit being due to improved leveraging of warehouse and distribution costs in the current year period. Store operating, selling and administrative expenses. Store operating, selling and administrative expenses were $5.7 million, or 21.5% of net sales, for the thirteen weeks ended August 2, 1997, as compared to $4.4 million, or 23.3% of net sales, for the comparable period a year ago. Store operating, selling and administrative expenses for the thirteen weeks ended August 3, 1996 include a one-time pre-tax compensation expense of $462,000 related to stock options issued on August 1, 1996. Excluding this one-time expense, store operating, selling and administrative expenses were $3.9 million, or 20.8% of net sales for the thirteen weeks ended August 3, 1996. The increase in store operating, selling and administrative expenses as a percentage of net sales in the thirteen weeks ended August 2, 1997 is primarily attributable to costs associated with the opening of six new stores in the period as compared to four stores in the prior year period as well as public company related costs. Depreciation and amortization. Depreciation and amortization as a percentage of net sales decreased to 2.1% in the thirteen weeks ended August 2, 1997, from 2.3% for the comparable period in the prior year due to the increase in net sales. Interest expense (income), net. The $890,000 decrease in interest expense for the thirteen weeks ended August 2, 1997 compared to the prior year period is primarily the result of the repayment of long-term debt from the proceeds of the initial public offering in October 1996. TWENTY-SIX WEEKS ENDED AUGUST 2, 1997 COMPARED TO TWENTY-SIX WEEKS ENDED AUGUST 3, 1996 Net sales. Net sales increased $13.5 million, or 34.7%, to $52.6 million for the twenty-six weeks ended August 2, 1997, from $39.0 million for the comparable period in the prior year. This increase is attributed to the opening of thirty-one Hibbett Sports stores, one Sports & Co. superstore and one Sports Addition store in the last 52 week period ended August 2, 1997, and a 8.8% increase in comparable store net sales. The increase in comparable net sales was due primarily to increased footwear and equipment sales as well as improved inventory processing at the distribution center. During the twenty-six weeks ended August 2, 1997, the Company opened sixteen Hibbett Sports stores and one Sports Addition store. New stores and stores not in the comparable store net sales calculation accounted for $10.7 million of the increase in net sales and increases in comparable store net sales contributed $2.8 million. Comparable store net sales data for a period reflect stores open throughout that period and the corresponding period of the prior fiscal year. Comparable store net sales do not include sales by the Company's four larger format Sports & Co. superstores or the Company's wholly-owned subsidiary, Hibbett Team Sales, Inc. 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 $15.9 million, or 30.2% of net sales, in the twenty-six weeks 7 ended August 2, 1997, as compared to $11.7 million, or 30.1% of net sales, in the same period of the prior fiscal year. A slight decline in product margin was offset by improved leveraging of warehouse and distribution costs in the current year period. Store operating, selling and administrative expenses. Store operating, selling and administrative expenses were $10.9 million, or 20.8% of net sales, for the twenty-six weeks ended August 2, 1997, as compared to $7.8 million, or 19.9% of net sales, for the comparable period a year ago. Store operating, selling and administrative expenses for the twenty-six weeks ended August 3, 1996 include a net gain on the disposal of assets which primarily relates to the $513,000 gain on the sale of the Company's former headquarters and distribution facility. The net gain was substantially offset by a one-time compensation expense of $462,000 related to stock options issued on August 1, 1996. Excluding these items, store operating, selling and administrative expenses were $7.8 million, or 20.0% of net sales for the twenty-six weeks ended August 3, 1996. The increase in store operating, selling and administrative expenses as a percentage of net sales in the twenty-six weeks ended August 2, 1997 is primarily attributable to costs associated with the opening of seventeen new stores in the current year period as compared to six stores in the prior year period. Depreciation and amortization. Depreciation and amortization as a percentage of net sales decreased slightly to 2.0% in the twenty-six weeks ended August 2, 1997, from 2.1% for the comparable period in the prior year due to the increase in net sales. Interest expense (income), net. The $1,825,000 net decrease in interest expense for the twenty-six weeks ended August 2, 1997 compared to the prior year period is primarily the result of the repayment of long-term debt from the proceeds of the initial public offering in October 1996. 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 credit 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 twenty-six weeks ended August 2, 1997 as the number of new stores has increased. The Company has financed this increase through increased net income and accounts payable balances. Net cash used in operating activities was $630,000 for the twenty-six week period ending August 2, 1997 as compared to net cash used in operating activities of $4.3 million for the twenty-six week period ending August 3, 1996. With respect to cash flows from investing activities, the $1.7 million of capital expenditures in the twenty-six week period ended August 2, 1997 primarily related to the opening of seventeen new stores, store remodels, and headquarters and distribution center-related capital expenditures. During the first quarter of the prior year, the Company completed the sale-leaseback of its new headquarters and distribution center and the sale of the former headquarters and warehouse facilities for combined proceeds of $5.6 million and used the proceeds to repay $4.3 million of long-term debt then outstanding. Net cash provided by financing activities of $1.1 million for the twenty- six week period ending August 2, 1997 was primarily the result of (1) proceeds from the exercise of stock options, and (2) net loan borrowings and repayments under the Company's revolving credit facility. Upon the exercise of the above referenced stock options, the proceeds and the related accrued compensation expense were credited to paid-in capital. The Company estimates capital expenditures in fiscal 1998 to be approximately $3.9 million which includes resources budgeted to (i) fund the opening of approximately 27 Hibbett Sports stores, (ii) remodel selected existing stores and (iii) fund headquarters and distribution center-related capital expenditures. 8 In October 1996, the Company established a new unsecured $20 million Revolving Credit Facility (the "Facility") provided by AmSouth Bank of Alabama. Borrowings under the Facility bear interest at the Company's option either at a base rate, a quoted cost of funds rate, or a LIBOR based rate. As of August 2, 1997, there was $704,000 outstanding under the Facility which expires October 31,1999. 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 Revolving Credit Facility and cash generated from operations. NEW ACCOUNTING PRONOUNCEMENTS In March 1997, the Financial Accounting Standards Board issued SFAS No. 128, Earnings Per Share. SFAS No. 128 will supersede APB No.15 effective for financial statements for periods ending after December 15, 1997. Under SFAS No. 128, the Company's basic earnings per share for the thirteen weeks ended August 2, 1997 and August 3, 1996 would have been unchanged, and for the twenty-six weeks ended August 2, 1997 and August 3, 1996 basic earnings per share would have been $0.39 and $0.22, respectively. 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 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 June 27, 1996, as amended, as well as the Company's reports on Forms 10-Q and 10-K. 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 9 ITEM 4: Submission of Matters to Vote of Security-Holders At the Company's Annual Meeting of Shareholders held on June 24, 1997, the following individuals were re-elected to the Board of Directors: Votes For Votes Withheld ----------------- ------------------ F. Barron Fletcher, III 5,857,668 4,850 John F. Megrue, Jr. 5,857,668 4,850 As Class I directors, Messrs. Fletcher and Megrue will serve until the Annual Meeting of Shareholders in 2000, or such time as successors are elected and qualified. In addition, the proposal to appoint the firm of Arthur Andersen LLP as the independent public accountants of the Company was approved at the Company's Annual Meeting by the following vote: For Against Abstain --------------------------------------------------------------- 5,860,893 1,300 325 ITEM 5: Other Information On May 5, 1997, the Company granted 52,500 options under the Hibbett Sporting Goods, Inc. 1996 Stock Option Plan, as amended. The options become exercisable 20% at the end of the following five successive years and have an exercise price of $15.00 per share, the market value on the date of grant. ITEM 6: Exhibits and Reports on Form 8-K (A) Exhibits Exhibit # Description ---------- ------------ 11 Computation of Earnings per common share 27 Financial Data Schedule (for SEC use only) (B) Reports on Form 8-K None SIGNATURE 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: By: /s/ Susan H. Fitzgibbon ----------------------- --------------------------- Susan H. Fitzgibbon Vice President and Chief Financial Officer 10 EX-11 2 COMPUTATION OF EARNINGS PER COMMON SHARE EXHIBIT 11 HIBBETT SPORTING GOODS, INC. STATEMENT OF COMPUTATION OF EARNINGS PER SHARE FOR THE PERIODS ENDED AUGUST 2, 1997 AND AUGUST 3, 1996
Thirteen Weeks Ended Twenty -Six Weeks Ended -------------------------- -------------------------- August 2, August 3, August 2, August 3, 1997 1996 1997 1996 ------------ ------------ ------------ ------------ Net Income (loss) $ 986,000 $ (109,000) $2,410,000 $ 826,000 ============ ============ ============ ============ Weighted average number of common and common equivalent shares outstanding (1): Weighted average shares, excluding the effect of stock options 6,167,273 3,834,261 6,150,767 3,834,261 Effect of stock options (2) 112,497 125,240 113,317 103,962 ------------ ------------ ------------ ------------ 6,279,770 3,959,501 6,264,084 3,938,223 ============ ============ ============ ============ Net Income (loss) per common share $0.16 $(0.03) $0.38 $0.21 ============ ============ ============ ============
(1) All share and per share amounts have been restated for all periods presented to reflect the 1-for-6.1 reverse stock split discussed in Note 2 of Hibbett Sporting Goods, Inc. Annual report on Form 10-K for Fiscal 1997. (2) Stock Options have been included in the above computation utilizing the treasury stock method. EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF HIBBETT SPORTING GOODS, INC. FOR THE YEAR TO DATE PERIOD ENDED AUGUST 2, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS JAN-31-1998 FEB-2-1997 AUG-2-1997 1,073 0 2,395 148 33,546 39,142 20,231 9,746 49,994 19,501 0 0 0 62 29,727 49,994 52,558 52,558 36,681 36,681 11,985 7 (11) 3,903 1,493 2,410 0 0 0 2,410 0.38 0.38
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