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 15, 2012

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 16, 2012, Hibbett Sports, Inc. (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 16, 2012 through November 18, 2013 with an interest rate at prime plus 2%.  The credit agreement amendment is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

Stock Repurchase.  On November 15, 2012, the Board of Directors (Board) of the Company authorized a Stock Repurchase Program of $250.0 million through January 29, 2016.  Effective immediately, the new Program replaces the Company’s existing authorization which was due to expire on February 2, 2013.  Under prior authorizations, through November  9, 2012, the Company has purchased 11,900,356 shares of common stock at a cost of $316.6 million.

Item 2.02.  Results of Operations and Financial Condition.

The Company released its results of operations for the thirteen and thirty-nine-week periods ended October 27, 2012, in a press release issued on November 16, 2012.

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 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.

(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. 5 to Loan Documents
99.1	Press Release Dated  November 16, 2012

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/ Scott J. Bowman
	Scott J. Bowman
	Senior Vice President and Chief Financial Officer

November 16, 2012

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 5 to Loan Documents
99.1	Press Release Dated  November 16, 2012

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 5 TO LOAN DOCUMENTS

This Amendment No. 5 to Loan Documents (this “Amendment”) dated as of November 16, 2012, 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, Amendment No. 2 to Loan Documents dated as of November 20, 2009, Amendment No. 3 to Loan Documents dated as of November 19, 2010 and Amendment No. 4 to Loan Documents dated as of November 18, 2011 (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, Amendment No. 2 to Loan Documents dated as of November 20, 2009, Amendment No. 3 to Loan Documents dated as of November 19, 2010 and Amendment No. 4 to Loan Documents dated as of November 18, 2011 (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 18, 2012” as the Expiration Date and substituting in lieu thereof “November 18, 2013”.

(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, Amendment No. 3 to Loan Documents dated as of November 19, 2010, Amendment No. 4 to Loan Documents dated as of November 18, 2011 and Amendment No. 5 to Loan Documents dated as of November 16, 2012 (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 18, 2012” from the 3rd paragraph and substituting in lieu thereof “November 18, 2013”.

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 discretion and 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/ Scott Bowman
Name:	Scott Bowman
Title:	Senior Vice President and CFO

\

End of Exhibit 10.1

EX-99.1

Exhibit 99.1

Contact:	Scott J. Bowman
	Senior Vice President &
	Chief Financial Officer
	(205) 942-4292

HIBBETT REPORTS THIRD QUARTER FISCAL 2013 RESULTS

·   Achieves 12th Consecutive Quarter of Comparable Store Sales Increase

·   Comparable Store Sales up 6.4% on Strong Back-to-School Sales

·   EPS Increases 20%

·   Raises Fiscal 2013 Guidance

BIRMINGHAM, Ala. (November 16, 2012) – Hibbett Sports, Inc. (NASDAQ/GS: HIBB), a sporting goods retailer, today announced results for the third quarter ended October 27, 2012.

Third Quarter Results

Net sales for the 13-week period ended October 27, 2012, increased 9.6% to $202.9 million compared with $185.2 million for the 13-week period ended October 29, 2011.  Comparable store sales increased 6.4%.

Gross profit for the 13-week period ended October 27, 2012, increased 11.2% to $75.4 million from $67.8 million for the 13-week period ended October 29, 2011.  As a percent to net sales, gross profit improved to 37.2% compared to 36.6% for the 13-week period ended October 29, 2011.  The improvement as a percent of net sales was due to improved product margin and leveraging store occupancy costs.

Store operating, selling and administrative expenses improved to 20.7% of net sales for the 13-week period ended October 27, 2012, compared to 21.3% of net sales for the 13-week period ended October 29, 2011.  This was primarily attributed to the leveraging of store level costs and decreased debit card transaction fees.

Net income for the 13-week period ended October 27, 2012, increased 18.8% to $19.0 million compared with $16.0 million for the 13-week period ended October 29, 2011.  Earnings per diluted share increased 20.3% to $0.71 compared with $0.59 for the 13-week period ended October 29, 2011.

Fiscal Year to Date Results

Net sales for the 39-week period ended October 27, 2012, increased 10.9% to $601.3 million compared with $542.0 million for the 39-week period ended October 29, 2011.  Comparable store sales increased 7.7%.

Gross profit for the 39-week period ended October 27, 2012, increased 13.5% to $220.4 million from $194.2 million for the 39-week period ended October 29, 2011.  As a percent to net sales, gross profit improved to 36.7% for the 39-week period ended October 27, 2012, compared to 35.8% for the 39-week period ended October 29, 2011.  The improvement as a percent of net sales was due to improved product margin and leveraging store occupancy costs.

HIBB Reports Third Quarter Fiscal 2013 Results

Page 2

November 16, 2012

Store operating, selling and administrative expenses improved to 20.9% of net sales for the 39-week period ended October 27, 2012, compared to 21.4% of net sales for the 39-week period ended October 29, 2011.  This was primarily attributed to the leveraging of store level costs and decreased debit card transaction fees.

Net income for the 39-week period ended October 27, 2012, increased 23.1% to $53.2 million compared with $43.2 million for the 39-week period ended October 29, 2011.  Earnings per diluted share increased 27.6% to $1.99 compared with $1.56 for the 39-week period ended October 29, 2011.

Jeff Rosenthal, President and Chief Executive Officer, stated, “The back-to-school season, particularly in August, was as strong as we had anticipated. The positive trends in apparel and footwear, along with our continued focus on local assortments and exceptional inventory control, resulted in significant margin expansion and another increase to our Fiscal 2013 guidance. We are well positioned to maintain this positive momentum during the upcoming holiday season.”

For the quarter, Hibbett opened 13 new stores, expanded 4 high performing stores and closed 2 underperforming stores, bringing the store base to 848 in 26 states as of October 27, 2012.

Liquidity and Stock Repurchases

Hibbett ended the third quarter of Fiscal 2013 with $75.3 million of available cash and cash equivalents on the consolidated balance sheet, no bank debt outstanding, and full availability under its $80.0 million unsecured credit facilities.

During the third quarter, the Company repurchased 206,729 shares of common stock for a total expenditure of $11.8 million.  On November 15, 2012, the Board of Directors of the Company authorized a new Stock Repurchase Program (Program) of $250.0 million expiring on January 29, 2016.  Effective immediately, the new Program replaces the existing authorization which was due to expire on February 2, 2013.  Under prior authorizations, the Company has purchased 11,900,356 shares of common stock to date at a cost of $316.6 million.

Fiscal 2013 Outlook

The Company increased its earnings guidance for Fiscal 2013 to a range of $2.66 to $2.71 per diluted share (which includes an expected contribution of $0.09 to $0.11 per diluted share from the 53rd week) and an increase in comparable store sales in the mid single digit range.  For Fiscal 2013, the Company expects to open 57 to 60 new stores, expand approximately 17 high performing stores, and close up to 18 stores.

The Company also announced it would begin construction of its new 412,000-square-foot wholesaling and logistics facility in Alabama in early first quarter Fiscal 2014.

Investor Conference Call and Simulcast

Hibbett Sports, Inc. will conduct a conference call at 10:00 a.m. ET on Friday, November 16, 2012, to discuss third quarter Fiscal 2013 results.  The number to call for the live interactive teleconference is (212) 231-2934.  A replay of the conference call will be available until November 23, 2012, by dialing (402) 977-9140 and entering the passcode, 21576995.

HIBB Reports Third Quarter Fiscal 2013 Results

Page 3

November 16, 2012

The Company will also provide an online Web simulcast and rebroadcast of its third quarter Fiscal 2013 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 November 16, 2012, beginning at 10:00 a.m. ET.  The online replay will follow shortly after the call and continue through November 23, 2012.

Hibbett Sports, Inc. operates sporting goods stores in small to mid-sized markets, predominately in the South, 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, sales trends, margin trends, the effects of the 53rd week, earnings per diluted share and comparable store sales for Fiscal 2013.  Such statements are subject to risks and uncertainties that could cause actual results to differ materially, including economic conditions, industry trends, merchandise trends, vendor relationships, 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, 2012, and our Quarterly Reports on Form 10-Q filed on June 1, 2012 and September 4, 2012.  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 27,		October 29,		October 27,		October 29,
	2012		2011		2012		2011
Net sales	$	202,934	$	185,180	$	601,293	$	541,963
Cost of goods sold, distribution center
and store occupancy costs		127,494		117,361		380,900		347,714
Gross profit		75,440		67,819		220,393		194,249
Store operating, selling and administrative
expenses		41,933		39,514		125,705		115,855
Depreciation and amortization		3,207		3,334		9,613		9,914
Operating income		30,300		24,971		85,075		68,480
Interest expense, net		39		51		127		168
Income before provision for income taxes		30,261		24,920		84,948		68,312
Provision for income taxes		11,296		8,961		31,725		25,076
Net income	$	18,965	$	15,959	$	53,223	$	43,236
Net income per common share:
Basic earnings per share	$	0.73	$	0.60	$	2.03	$	1.59
Diluted earnings per share	$	0.71	$	0.59	$	1.99	$	1.56
Weighted average shares outstanding:
Basic		26,125		26,748		26,234		27,154
Diluted		26,613		27,266		26,738		27,681

Unaudited Condensed Consolidated Balance Sheets
(In thousands)
	October 27,		January 28,
	2012		2012
Assets
Cash and cash equivalents	$	75,288	$	55,138
Inventories, net		207,283		195,071
Other current assets		18,160		18,564
Total current assets		300,731		268,773
Property and equipment, net		45,169		39,596
Other assets		6,418		5,327
Total assets	$	352,318	$	313,696
Liabilities and Stockholders' Investment
Accounts payable	$	88,883	$	73,735
Short-term capital leases		212		173
Accrued expenses		15,253		17,750
Total current liabilities		104,348		91,658
Non-current liabilities		18,677		18,288
Stockholders' investment		229,293		203,750
Total liabilities and stockholders' investment	$	352,318	$	313,696

Supplemental Information
(Unaudited)
	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	October 27,			October 29,			October 27,			October 29,
	2012			2011			2012			2011
Sales Information
Total sales increase		9.6	%		10.6	%		10.9	%		10.2	%
Comparable store sales increase		6.4	%		7.0	%		7.7	%		6.6	%
Store Count Information
Beginning of period		837			802			832			798
New stores opened		13			16			27			32
Stores closed		(2	)		(3	)		(11	)		(15	)
End of period		848			815			848			815
Stores expanded		4			5			10			10
Estimated square footage at end of period (in thousands)		4,860			4,669
Balance Sheet Information
Average inventory per store	$	244,437		$	241,967
Share Repurchase Program
Shares		206,729			698,880			700,132			1,671,832
Cost (in thousands)	$	11,822		$	25,427		$	38,843		$	58,506

End of Exhibit 99.1