8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  November 17, 2010

Hibbett Sports, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware	000-20969	20-8159608
(State of Incorporation)	(Commission	(IRS Employer
	File Number)	Identification No.)

451 Industrial Lane

Birmingham, Alabama  35211

(Address of principal executive offices)

(205) 942-4292

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□      Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

Line of Credit.  On November 17, 2010, the Company executed an amendment to its existing unsecured revolving credit facility between the Company and its subsidiaries and Bank of America, N.A.  The amount of the revolving credit facility remained unchanged at $50,000,000 and is effective November 19, 2010 through November 18, 2011 with an interest rate at prime plus 2%.  The credit agreement is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

Item 2.02.  Results of Operations and Financial Condition.

The Company released its results of operations for the thirteen-week and thirty-nine-week period ended October 30, 2010, in a press release issued on November 19, 2010.

The information in this Item, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  It may be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           Executive Compensation

On November 17, 2010, the Compensation Committee of the Company ratified a bonus in the amount of $100,000 to Rebecca A. Jones, Senior Vice-President of Merchandising.

Item 7.01.  Regulation FD Disclosures.

The information contained in Item 2.02 (including disclaimer) is incorporated by reference into this item 7.01.

Item 9.01.  Financial Statements and Exhibits.

(b) Pro forma financial information.

(d) Exhibits.

Exhibit 99.1 is furnished pursuant to Item 2.02 and shall not be deemed to be “filed”.

Exhibit No.	Description
10.1	Amendment No. 3 to Loan Documents
99.1	Press Release Dated November 19, 2010

SIGNATURE

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 hereunto duly authorized.

HIBBETT SPORTS, INC.
By:	/s/ Gary A. Smith
	Gary A. Smith
	Senior Vice President and Chief Financial Officer

November 19, 2010

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 3 to Loan Documents
99.1	Press Release Dated November 19, 2010

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO LOAN DOCUMENTS

This Amendment No. 3 to Loan Documents (this "Amendment") dated as of November 19, 2010, is between BANK OF AMERICA, N.A. (the "Lender") and HIBBETT SPORTS, INC. (the "Borrower").

RECITALS

A. The Borrower has executed various documents concerning credit extended by the Lender, including, without limitation, the following documents (the “Loan Documents”):

1.           A certain letter agreement dated January 29, 2008 between the Borrower and the Lender, as amended by Amendment No. 1 to Loan Documents dated as of November 20, 2008 and Amendment No. 2 to Loan Documents dated as of November 20, 2009 (collectively, the "Letter Agreement").

2.           A certain Demand Note dated February 4, 2008 in the original principal amount of $50,000,000.00 executed by the Borrower in favor of the Lender, as amended by Amendment No. 1 to Loan Documents dated as of November 20, 2008 and Amendment No. 2 to Loan Documents dated as of November 20, 2009 (collectively, the "Note”).

B.  The Lender and the Borrower desire to amend the Loan Documents as set forth herein.

NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.  Definitions.  Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Loan Documents.

2.  Amendments to Letter Agreement.  The Letter Agreement is hereby amended as follows:

(a)           by deleting “November 19, 2010” as the Expiration Date and substituting in lieu thereof “November 18, 2011”.

(b)           by deleting the section entitled “Documentation” and substituting in lieu thereof the following:

“Documentation: The Loans shall be evidenced by that certain Demand Note dated February 4, 2008 executed by Borrower in favor of Lender, as amended by Amendment No. 1 to Loan Documents dated as of November 20, 2008, Amendment No. 2 to Loan Documents dated as of November 20, 2009 and Amendment No. 3 to Loan Documents dated as of November 19, 2010 (as it may be further amended or modified from time to time, the “Note”).  The Borrower shall execute and deliver to the Lender such other documents as the Lender may reasonably request from time to time.”

3.           Amendments to Note.  The Note is hereby amended as follows:

(a)           by deleting “November 19, 2010” from the 3rd paragraph and substituting in lieu thereof “November 18, 2011”.

4.  Representations and Warranties.  When the Borrower signs this Amendment, the Borrower represents and warrants to the Lender that:  (a) this Amendment is within the Borrower 's powers, has been duly authorized, does not conflict with any of the Borrower’s organizational papers and is the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, and (b) that the person or persons executing this Amendment on behalf of the Borrower are duly appointed officers or other representatives of the Borrower with authority to execute and deliver this Amendment on behalf of the Borrower.

5.  Conditions.  This Amendment will be effective when each of the following conditions shall have been satisfied, as determined by the Lender in its sole discretionand the Lender shall have accepted this Amendment (notice of which acceptance is hereby waived by the Borrower).

(a)           The Lender has received evidence that the execution, delivery and performance by the Borrower of this Amendment and any instrument or agreement required under this Amendment have been duly authorized.

(b)           This Amendment has been executed by the Borrower and the Lender.

6.           Effect of Amendment; References.

(a)           Except as expressly amended hereby, all of the terms and conditions of the Loan Documents shall remain unchanged and in full force and effect and the Borrower hereby reaffirms its obligations under the Loan Documents to which it is a party as amended by this Amendment, without defense, right of set off or recoupment, claim or counterclaim of any kind or nature (and to the extent there exists any such defense, right of set off or recoupment, claim or counterclaim on the date hereof, the same is hereby forever released, discharged and waived by the Borrower).

(b)           This Amendment (i) is limited precisely as specified herein and does not constitute nor shall be deemed to constitute a modification, acceptance or waiver of any other provision of the Loan Documents, (ii) is not intended to be, nor shall it be construed to create, a novation or an accord and satisfaction of any obligation or liability of the Borrower under the Loan Documents, and (iii) shall not prejudice or be deemed to prejudice any rights or remedies the Lender may now have or may in the future have under or in connection with the Loan Documents.

(c)           All references in any Loan Document to any other Loan Document amended hereby shall be deemed to be a reference to such Loan Document as amended by this Amendment.

7.           Miscellaneous

(a).           This Amendment shall be governed by and construed in accordance with the laws of the state provided in the Loan Documents.

(b)           This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as a delivery of a manually executed counterpart thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal and delivered by their respective duly authorized representatives on the date first written above.

BANK OF AMERICA, N.A.
By:	/s/ David B. Jackson
Name:	David B. Jackson
Title:	Senior Vice President
HIBBETT SPORTS, INC.
By:	/s/ Gary A. Smith
Name:	Gary A. Smith
Title:	Senior Vice President and CFO

End of Exhibit 10.1

EX-99.1

EXHIBIT 99.1

Contact:	Gary A. Smith
	Senior Vice President &
	Chief Financial Officer
	(205) 942-4292

HIBBETT REPORTS THIRD QUARTER FISCAL 2011 RESULTS

·   EPS Increases 45%

·   Comparable Store Sales Up 12.5%

·   Increases Fiscal 2011 Guidance

·   Accelerates Fiscal 2011 Store Growth

BIRMINGHAM, Ala. (November 19, 2010) – Hibbett Sports, Inc. (NASDAQ/GS: HIBB), a sporting goods retailer, today announced results for the third quarter ended October 30, 2010.

Financial Highlights

Net sales for the 13-week period ended October 30, 2010, increased 14.8% to $167.4 million compared with $145.9 million for the 13-week period ended October 31, 2009.  Comparable store sales increased 12.5%.  Net income for the third quarter of Fiscal 2011 increased 43.5% to $12.6 million compared with $8.8 million for the third quarter of Fiscal 2010.  Earnings per diluted share increased 45.0% to $0.44 compared with $0.30 for the third quarter of Fiscal 2010.

Net sales for the 39-week period ended October 30, 2010, increased 15.3% to $491.7 million compared with $426.7 million for the 39-week period ended October 31, 2009.  Comparable store sales increased 13.0%.  Net income for the 39-week period ended October 30, 2010, was $33.9 million compared with $20.8 million for the 39-week period ended October 31, 2009.  Earnings per diluted share increased 62.4% to $1.16 compared with $0.72 for the 39-week period ended October 31, 2009.

Jeff Rosenthal, President and Chief Executive Officer, stated, “We are very excited about our performance over the last three quarters.  Not only has Hibbett achieved three consecutive quarters of double digit comparable store sales growth, we have also experienced continued margin improvement.  As a result, we are raising our earnings guidance for Fiscal 2011.  In addition, we are accelerating our store opening plans for this year.”

Store Growth

In the third quarter, Hibbett opened 17 new stores and closed 2 stores, bringing the store base to 789 in 26 states as of October 30, 2010, including the Company's first store in South Dakota.  For the full year Fiscal 2011, the Company expects to open 40-42 new stores, compared to previous estimates of 30 new store openings.  We also plan to expand 18 high performing locations and close 10 to 12 underperforming stores.

Liquidity and Stock Repurchases

Hibbett ended the third quarter of Fiscal 2011 with $52.5 million of available cash and cash equivalents on the consolidated balance sheet and no bank debt.  At quarter end a year ago, the Company had $24.8 million of available cash and cash equivalents with no bank debt.

During the third quarter, the Company repurchased 1,034,000 shares of common stock for a total expenditure of $25.1 million, bringing the total shares repurchased year to date to 1,236,000 shares for a total expenditure of $30.1 million.  Approximately $219.9 million of the current $250.0 million authorization remains for future stock repurchases as of the end of the third quarter of Fiscal 2011.

Fiscal 2011 Outlook

The Company increased its earnings guidance for Fiscal 2011 to a range of $1.63 to $1.66 per diluted share, which equates to $0.47 to $0.50 per diluted share for the fourth quarter, and a mid-single-digit increase in comparable store sales for the fourth quarter.

Investor Conference Call and Simulcast

Hibbett Sports, Inc. will conduct a conference call at 10:00 a.m. ET on Friday, November 19, 2010, to discuss third quarter Fiscal 2011 results.  The number to call for the live interactive teleconference is (212) 231-2900.  A replay of the conference call will be available until November 26, 2010, by dialing (402) 977-9140 and entering the passcode, 21466898.

The Company will also provide an online Web simulcast and rebroadcast of its Fiscal 2011 second quarter conference call.  The live broadcast of Hibbett's quarterly conference call will be available online at www.hibbett.com under Investor Relations, www.streetevents.com and www.earnings.com on Friday, November 19, 2010, beginning at 10:00 a.m. ET.  The online replay will follow shortly after the call and continue through November 26, 2010.

Hibbett Sports, Inc. operates sporting goods stores in small to mid-sized markets, predominately in the Southeast, Southwest, Mid-Atlantic and the lower Midwest regions of the United States.  The Company’s primary store format is Hibbett Sports, a 5,000-square-foot store located in strip centers and enclosed malls.

A WARNING ABOUT FORWARD LOOKING STATEMENTS:  Certain matters discussed in this press release are "forward looking statements" as that term is used in the Private Securities Litigation Reform Act of 1995.  Forward looking statements address future events, developments or results and typically use words such as believe, anticipate, expect, intend, plan, forecast, guidance, outlook, or estimate.  For example, our forward looking statements include statements regarding store opening, expansion and closing plans, liquidity, earnings per diluted share and comparable sales for Fiscal 2011.  Such statements are subject to risks and uncertainties that could cause actual results to differ materially, including economic conditions, industry trends, merchandise trends, vendor relatio nships, customer demand, and competition.  For a discussion of these factors, as well as others which could affect our business, you should carefully review our Annual Report and other reports filed from time to time with the Securities and Exchange Commission, including the "Risk Factors," "Business" and "MD&A" sections in our Annual Report on Form 10-K filed on March 26, 2010 and the "MD&A" section in our Quarterly Reports on Form 10-Q filed on June 2 and September 8, 2010.  In light of these risks and uncertainties, the future events, developments or results described by our forward looking statements in this document could turn out to be materially and adversely different from those we discuss or imply.  We are not obligated to release publicly any revisions to any forward looking statements contained in this press release to reflect events or circumstances occurring after the date of this report and you should not expect us to do so.

-MORE-

HIBBETT SPORTS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 30,		October 31,		October 30,		October 31,
	2010		2009		2010		2009
Net sales	$	167,420	$	145,855	$	491,745	$	426,673
Cost of goods sold, distribution center
and store occupancy costs		108,361		96,218		321,803		287,553
Gross profit		59,059		49,637		169,942		139,120
Store operating, selling and administrative
expenses		35,603		32,168		105,459		95,353
Depreciation and amortization		3,369		3,525		10,238		10,327
Operating income		20,087		13,944		54,245		33,440
Interest expense, net		13		2		64		36
Income before provision for income taxes		20,074		13,942		54,181		33,404
Provision for income taxes		7,486		5,167		20,239		12,608
Net income	$	12,588	$	8,775	$	33,942	$	20,796
Net income per common share:
Basic	$	0.45	$	0.31	$	1.19	$	0.73
Diluted	$	0.44	$	0.30	$	1.16	$	0.72
Weighted average shares outstanding:
Basic		28,209		28,646		28,582		28,616
Diluted		28,802		29,100		29,185		29,045

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

	October 30,		January 30,
	2010		2010
Assets
Cash and cash equivalents	$	52,492	$	49,691
Inventories		178,076		169,394
Other current assets		15,895		12,435
Total current assets		246,463		231,520
Property and equipment, net		38,456		41,084
Non-current assets		5,385		4,100
Total Assets	$	290,304	$	276,704
Liabilities and Stockholders' Investment
Accounts payable	$	71,522	$	64,949
Short-term debt and capital lease obligations		442		117
Other accrued expenses		14,526		18,871
Total current liabilities		86,490		83,937
Non-current liabilities		16,877		17,688
Stockholders' investment		186,937		175,079
Total Liabilities and Stockholders' Investment	$	290,304	$	276,704

END OF EXHIBIT 99.1