3.	Acquisition

On November 5, 2018, through our wholly-owned subsidiary, Hibbett Sporting Goods, Inc., we acquired City Gear, a Tennessee limited liability company. Under the Purchase Agreement, we agreed to acquire all the outstanding warrants and equity interests, other than certain preferred membership interests, of City Gear, a privately held city specialty retailer.

The purchase price was $88.0 million (Purchase Price) in cash payable at the closing of the transaction (Closing), subject to customary adjustments for City Gear’s cash on hand and net working capital as of the Closing date. The Purchase Agreement provided that a portion of the Purchase Price be used at Closing to pay off and redeem the outstanding preferred membership interests in City Gear as well as certain other outstanding indebtedness. In addition, the aggregate consideration payable to the Sellers in connection with the transaction includes two contingent payments (Earnout) based on City Gear’s achievement of certain EBITDA thresholds (as defined in the Purchase Agreement) for the 52-week periods ended February 1, 2020 and January 30, 2021, respectively. The aggregate amount of the Earnout, if any, will not exceed $25.0 million.

The acquisition provides us with substantially greater scale in the athletic specialty market and is an extension of our strategy to provide high demand, branded products to underserved markets. During the 13 weeks and 26 weeks ended August 3, 2019, we incurred $7.6 million and $9.2 million in acquisition-related expenses, respectively, excluding acquisition-related interest expense.

The following table summarizes the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date of November 4, 2018. The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are based on estimates and assumptions and are subject to revisions, which may result in adjustments to the preliminary values presented below, when management’s estimates are finalized (in thousands):

	As Reported February 2, 2019			As Revised August 3, 2019			Adjustments
Assets Acquired:
Current assets:
Receivables	$	3,168		$	3,732		$	564
Inventories		44,807			44,807			-
Prepaid expense, other current and intangible assets		2,716			2,689			(27	)
Total current assets		50,691			51,228			537
Goodwill		23,133			19,661			(3,472	)
Property and equipment		16,530			16,530			-
Long-term intangible assets		33,601			33,503			(98	)
Deposits and other assets		567			567			-
Deferred tax asset		24			638			614
Total assets	$	124,546		$	122,127		$	(2,419	)

Liabilities Assumed:
Current liabilities:
Accounts payable	$	23,615		$	23,615		$	-
Other accrued expenses and intangible liabilities		3,366			3,526			160
Total current liabilities		26,981			27,141			160
Other long-term liabilities and intangible liabilities		2,613			3,234			621
Total liabilities		29,594			30,375			781
Total purchase price	$	94,952		$	91,752		$	(3,200	)

Cash paid at closing	$	86,837		$	86,837		$	-
Fair value of contingent earnout		9,200			6,000			(3,200	)
Net working capital and debt-like items adjustment		(1,085	)		(1,085	)		-
	$	94,952		$	91,752		$	(3,200	)

There were no adjustments recorded in the 13 weeks ended August 3, 2019 to the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed as of November 4, 2018. The adjustments recorded in the 26 weeks ended August 3, 2019 to the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed as of November 4, 2018 were due to refinement of management’s appraisals and estimates during the period. Measurement period adjustments are calculated as if they were known at the acquisition date but are recognized during the quarter they became determined. The provisional fair values of lease-to-market intangibles and the contingent earnout were adjusted during the 26 weeks ended August 3, 2019 when third party valuation services were updated. The provisional fair value of tenant allowance receivables related to contributions from landlords was adjusted during the 26 weeks ended August 3, 2019 when the assessment of amounts and likelihood of collection were updated. The adjustments recorded did not have a material impact on results reported in prior reporting periods.

We are still in the process of completing our fair market valuations and the purchase price allocation related to the evaluation of certain tax liabilities, but the purchase price allocation is substantially complete as of August 3, 2019.

Goodwill is calculated as the excess of the purchase price over the net assets acquired and represents the value of City Gear’s brand, our expansion in the city specialty market and expected synergies resulting from the acquisition. Goodwill is amortized for tax purposes.

Intangible assets and liabilities represent two separately identified assets and one liability. First, we identified the City Gear tradename as an indefinite-lived intangible asset with a fair value of $32.4 million. The tradename is not subject to amortization but will be evaluated at least annually for impairment. Second, we recognized an intangible asset of $1.4 million for favorable City Gear leases and a liability of $3.4 million for unfavorable City Gear leases (as compared to prevailing markets). Under ASU Topic 842, these intangible lease assets and lease liabilities became a component of the ROU asset as of February 3, 2019. (See Note 2, Recent Accounting Pronouncements)

The results of operations of City Gear are included in our results of operations beginning on November 5, 2018. From February 3, 2019 through August 3, 2019, City Gear generated net sales of $101.5 million. Also, $1.0 million related to the amortization of the step-up of the inventory value related to purchase accounting was included in gross margin for the 26 weeks ended August 3, 2019.

The following unaudited consolidated pro forma summary has been prepared by adjusting the Company’s historical data to give effect to the City Gear acquisition as if it had occurred on January 29, 2017 (the beginning of Hibbett’s fiscal year ended February 3, 2018).

	Ended August 4, 2018
(in thousands, except per share data)	13 Weeks			26 Weeks
Net sales	$	254,592		$	588,588
Net (loss) income	$	(2,805	)	$	24,701
Basic earnings per share	$	(0.15	)	$	1.31
Diluted earnings per share	$	(0.15	)	$	1.29

The results for the 13 weeks and 26 weeks ended August 4, 2018 have been primarily adjusted to include:

•

the pro forma impact of amortization of intangible assets;

•

the depreciation of property and equipment, based on purchase price allocations;

•

the pro forma impact of additional interest expense relating to the acquisition;

•

the pro forma impact of acquisition-related costs incurred by the Company directly attributable to the transaction; and

•

the pro forma tax effect of income taxes on the above adjustments.

Results have been adjusted to exclude the impact of acquisition-related expenses and purchase accounting adjustments incurred by the Company that are directly attributable to the transaction.

The pro forma financial information has been prepared for comparative purposes only and includes certain adjustments, as noted above. The adjustments are based on estimates derived from currently available information and not indicative of the results of operations that would have occurred if the City Gear acquisition had been completed on the date indicated. They do not reflect the effect of costs or synergies that are expected to result from the integration of the City Gear acquisition.