Year | | | | | | | | |
| Year | Related Fiscal Year End | | Weeks in
Fiscal Period | |
2019 or Fiscal 20192025 | February 2, 20191, 2025 | | | 52 | |
2018 or Fiscal 20182024 | February 3, 20182024 | | | 53 | |
2017 or Fiscal 20172023 | January 28, 20172023 | | | 52 | |
2016 or Fiscal 20162022 | January 29, 2022 | 52 |
| Fiscal 2021 | January 30, 20162021 | | | 52 | |
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address future events, developments and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. They include statements preceded by, followed by or including words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “forecast,” “guidance,” “outlook,” “estimate,” “will,” “may,” “could,” “possible,” “potential,” or other similar words, phrases or expressions. For example, our forward-looking statements include statements regarding:
•the potential impact of new trade, tariff and tax regulations on our profitability;
•our ability to accurately forecast consumer demand for our products and manage our inventory in response to changing demands;
•our cash needs, including our ability to fund our future capital expenditures, working capital requirements, recurring quarterly dividends and repurchases of Company common stock under our stock repurchase program (the "Repurchase Program");
•our relationships with vendors, including their ability to provide us with sufficient quantities of in-demand product, and the loss of key vendor support;
•the possible effects of inflation, market decline and other economic changes, such as increasing interest rates, on our costs and profitability;
•our ability to retain key personnel and other employees at Hibbett and City Gear due to current labor challenges, wage inflation or otherwise;
•our anticipated net sales, comparable store net sales changes, net sales growth, gross margins, expenses and earnings;
•our business strategy, omni-channel platform, logistics structure, target market presence and the expected impact of such factors on our net sales growth;
•our store growth, including our plans to add, expand, relocate or close stores, our markets' ability to support such growth, expected changes in total square footage, our ability to secure suitable locations for new stores and the suitability of our wholesale and logistics facility;
•our expectations regarding the growth of our online business and the role of technology in supporting such growth;
•the future reliability of, and cost associated with, disruptions in the global supply chain, including increased freight, fuel and other transportation costs, and the potential impacts on our domestic and international sources of product, including the actual and potential effect of tariffs on international goods imposed by the United States and other potential impediments to imports;
•our policy of leasing rather than owning stores and our ability to renew or replace store leases satisfactorily;
•the cost of regulatory compliance, including the costs and possible outcomes of pending legal actions and other contingencies and new or additional legal, legislative and regulatory requirements to reduce or mitigate the effects of climate change;
•our analysis of our risk factors and their possible effect on financial results;
•our seasonal sales patterns, expectations and assumptions concerning customer buying behavior;
•our ability to retain new customers;
•our expectations regarding competition;
•our estimates and assumptions as they relate to preferable tax and financial accounting methods, accruals, inventory valuations, long-lived assets, carrying amount and liquidity of financial instruments, fair value of options and other stock-based compensation, economic and useful lives of depreciable assets and leases, income tax liabilities, deferred taxes and uncertain tax positions;
•our expectations concerning future stock-based award types and the exercise of outstanding stock options;
•our assessment of the materiality and impact on our business of adopting recent accounting pronouncements issued by the Financial Accounting Standards Board and rules issued by the U.S. Securities and Exchange Commission (the "SEC";
•the possible effects of uncertainty within the capital markets, on the commercial credit environment and on levels of consumer confidence;
•our analyses of trends as related to marketing, sales and earnings performance;
•our ability to receive favorable brand name merchandise and pricing from key vendors;
•the impact of technology on our operations and business, including cyberattacks, cyber liability or potential liability for breaches of our privacy or information security systems; and
•our ability to mitigate the risk of possible business interruptions, including, without limitation, from political or social unrest and armed conflicts.
A forward-looking statement is neither a prediction nor a guarantee of future results, events or circumstances. You should not place undue reliance on forward-looking statements. Our forward-looking statements are based on currently available operational, financial and business information and speak only as of the date of this Annual Report on Form 10-K. Our business, financial condition, results of operations and prospects may have changed since that date. For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you should carefully review and consider the “Risk Factors” as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.
We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Moreover, new risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on our forward-looking statements.
We do not undertake to publicly update or revise any forward-looking statements after the date of this Annual Report on Form 10-K, whether as a result of new information, future events or otherwise, and you should not expect us to do so.
Investors should also be aware that while we do, from time to time, communicate with securities analysts and others, we do not, by policy, selectively disclose to them any material non-public information in connection with any statement or report issued by any analyst regardless of the content of the statement or report. We do not, by policy, confirm forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.
PART 1
Cautionary Statement Regarding Forward-Looking Statements
This document contains "forward-looking statements" as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address future events, developments and results. They include statements preceded by, followed by or including words such as "believe," "anticipate," "could," "expect," "intend," "may," "outlook," "plan," "predict," "should," "will," "target," "estimate" or other similar expressions, whether in the negative or affirmative. For example, our forward-looking statements include statements regarding:
| · | our anticipated net sales, including comparable store net sales changes, net sales growth, gross margins, expenses and earnings; |
| · | our business strategy, target market presence and its expected impact on our net sales growth; |
| · | our store growth, including our plans to add, expand, relocate or close stores, our square footage growth, our markets' ability to support such growth, our ability to secure suitable locations for new stores and the suitability of our wholesale and logistics facility; |
| · | our expectations regarding technology, including our omni-channel platform and other methods for engaging our customers, as well as cyber security; |
| · | our policy of leasing rather than owning stores and our ability to renew or replace store leases satisfactorily; |
| · | the cost of regulatory compliance, including the costs and possible outcomes of pending legal actions and other contingencies; |
| · | our cash needs, including our ability to fund our future capital expenditures, working capital requirements and repurchases of Company common stock under our repurchase program; |
| · | our analysis of our risk factors and their possible effect on financial results; |
| · | our ability and plans to renew our revolving credit facilities; |
| · | our expectations regarding our capital expenditures and dividend policy; |
| · | our seasonal sales patterns and assumptions concerning customer buying behavior; |
| · | our expectations regarding competition; |
| · | our estimates and assumptions as they relate to preferable tax and financial accounting methods, accruals, inventory valuations, long-lived assets, store closures, carrying amount and liquidity of financial instruments, fair value of options and other stock-based compensation, economic and useful lives of depreciable assets and leases, income tax liabilities, deferred taxes and uncertain tax positions; |
| · | our expectations concerning future stock-based award types and the exercise of outstanding stock options; |
| · | the possible effect of inflation, market decline and other economic changes on our costs and profitability; |
| · | our assessment of the materiality and impact on our business of recent accounting pronouncements adopted by the Financial Accounting Standards Board; |
| · | the possible effects of uncertainty within the capital markets, on the commercial credit environment and on levels of consumer confidence; |
| · | our analyses of trends as related to marketing, sales and earnings performance; |
| · | our expectations concerning vendor level purchases and related discounts; |
| · | the future reliability of, and cost associated with, our sources of supply, particularly imported goods; |
| · | the loss of key vendor support; and |
| · | our ability to mitigate the risk of possible business interruptions. |
You should assume that the information appearing in this report is accurate only as of the date it was issued. Our business, financial condition, results of operations and prospects may have changed since that date. For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you should carefully review the "Risk Factors" as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this report.
Our forward-looking statements could be wrong in light of these risks, uncertainties and assumptions. The future events, developments or results described in this report could turn out to be materially different. We have no obligation to publicly update or revise our forward-looking statements after the date of this Annual Report and you should not expect us to do so. Investors should also be aware that while we do, from time to time, communicate with securities analysts and others, we do not, by policy, selectively disclose to them any material non-public information in connection with any statement or report issued by any analyst regardless of the content of the statement or report. We do not, by policy, confirm forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.
Our Company
Our Company began in 1945 under the name Dixie Supply Company in Florence, Alabama. Although we initially specialized primarily in the marine and small aircraft business, by 1960, we were solely in the sporting goods business. In 1965, we opened our second store, Dyess & Hibbett, Sporting Goods, in Huntsville, Alabama, and hired Mickey Newsome, who is now Chairman of our Board. The following year, we opened another sporting goods storeheadquartered in Birmingham, and by the end of 1980, we had 12 stores in central and northwest Alabama, with a distribution center located in Birmingham and our central accounting office in Florence. We became a public company in October 1996.
Today, we areis a leading athletic-inspired omni-channelfashion retailer operatingwith over 1,100 stores under the Hibbett, City Gear and Sports Additions banners, primarily located in smallunderserved communities. Founded in 1945, Hibbett has a rich history of convenient locations, personalized customer service and mid-sized communities, and an e-commerce website under Hibbett.com. As of February 3, 2018, we operated 1,079 stores consisting of 1,060 Hibbett Sports stores and 19 smaller-format Sports Additions athletic shoe stores in 35 states. The Hibbett Sports store is an approximately 5,000 square foot store located primarily in strip centers which are frequently influenced by a major chain retailer such as a Wal-Mart store.
Our current primary merchandising strategy isaccess to provide a broad assortment of quality brand namecoveted footwear, apparel accessories and athletic equipment at competitive prices in a conveniently located full-service environment. At the end of the second quarter of Fiscal 2018, we successfully launched our e-commerce website. We will continue to grow our online business aggressively, while continuing to enhance our stores to improve the overall customer experience. We believe that the breadthfrom top brands like Nike, Jordan and depth of our brand name merchandise consistently exceeds the product selection carried by most of our competitors, particularly in our smaller markets. Many of these brand name products are highly technical and require expert sales assistance. We continuously educate our sales staff on new products and trends through coordinated efforts with our vendors.
Our Executive Officers
Our current executive officers and their prior business experience are as follows:
Jeffry O. Rosenthal, age 60, has been our Chief Executive Officer and President since March 2010. He also currently serves on our Board of Directors. Formerly, he served as President and Chief Operating Officer from February 2009 through March 2010 and as Vice President of Merchandising from August 1998 through February 2009. Prior to joining us, Mr. Rosenthal was Vice President and Divisional Merchandise Manager for Apparel with Champs Sports, a division of Foot Locker, Inc., from 1981 to 1998.
Scott J. Bowman, age 51, was hired as our Senior Vice President and Chief Financial Officer in July 2012. Prior to joining us, Mr. Bowman was Division Chief Financial Officer – Northern Division of The Home Depot, a large home improvement retailer. Previously, Mr. Bowman served The Home Depot as their Senior Director, Finance – IT for approximately three years. In prior retail experience, he has worked in various controller and accounting management positions.
Jared S. Briskin, age 45, was appointed our Senior Vice President and Chief Merchant in September 2014. Formerly, he served as Vice President/Divisional Merchandise Manager of Footwear and Equipment from March 2010 through September 2014 and Vice President/Divisional Merchandise Manager of Apparel and Equipment from June 2004 through March 2010. Prior to his appointment to Vice President in 2004, Mr. Briskin held various merchandising positions across multiple categories since joining the Company in April 1998.
Cathy E. Pryor, age 54, has been our Senior Vice President of Operations since 2012. Formerly, she served as Vice President of Operations from 1995 to 2012. She joined our Company in 1988 serving in areas of increasing responsibility including district manager and Director of Store Operations.
Our Employees
As of February 3, 2018, we employed approximately 9,200 employees, of which approximately 3,100 are full-time employees. None of our employees are represented by a labor union. The number of part-time employees fluctuates depending on seasonal needs. We consider our relationship with our employees to be good and have not experienced significant interruptions of operations due to labor disagreements. We have implemented programs in our stores and corporate offices to ensure that we hire and promote the most qualified employees in a non-discriminatory way.
Employee Development: We develop our training programs in a continuing effort to service the needs of our customers and employees. These programs include DVD training in all stores for the latest in technical detail of new products and new operational and customer service techniques. Because we primarily promote or relocate current employees to serve as managers for new stores, training and assessment of our employees is essential to our sustained growth.
One of the most significant training programs we have is Hibbett University or "Hibbett U", which is an intensive, five-day session designed specifically for store management.
adidas.
Our Business Strategy
We target small to mid-sizedunderserved markets with branded products and provide a high level of customer service. This market strategy enablesestablishes greater customer, vendor and landlord recognition as a leading specialty retailer in these communities. We believe our ability to align our merchandising mix to local preferences and trends differentiates us to achieve significant cost benefits including lower corporate expenses, reduced logistics costsfrom our national competitors and increased economies of scale from marketing activities.delivers incremental sales opportunities for our vendor partners. We use information systems to maintain tight controls over inventory and operating costs and continually search for ways to improve efficiencies and the customer experience through information system upgrades. In addition, we establish greater customer, vendor and landlord recognition as a leading athletic specialty retailer in these communities. We believe our ability to align our merchandising mix to local preferences and trends differentiates us from our national competitors.
We strive to hire enthusiastic sales people with an interest in sports. Our extensive training program focuses on product knowledge and selling skills and is conducted through the use of in-store clinics, interactive group discussions and store associate training, self-study courses and Hibbett University designed specifically for store management.
Our Store ConceptsBrands
We operated the following store brands as of January 28, 2023:
| | | | | | | | | | | | | | |
| | Location |
| Brand | Average Square Footage | Strip Center(1) | Mall | Total |
| Hibbett | 5,800 | 754 | | 178 | | 932 | |
| City Gear | 5,200 | 148 | | 37 | | 185 | |
Sports Additions(2) | 2,900 | 3 | | 13 | | 16 | |
(1) Strip centers include free-standing stores and, for our Hibbett Sports: Our primary retail format is Hibbett Sports, an approximately 5,000 square foot store located primarily in strip centers, whichlocations, are usually near a major chain retailer such as a Wal-Mart store. retailer.
(2)Approximately 90% of the merchandise carried in our Sports Additions stores is athletic footwear.
In consideringselecting retail locations, for our Hibbett Sports stores, we take into accountconsider the size, demographics, quality of real estate and competitive conditions in each market. Of these stores, 864 Hibbett Sports stores are located in strip centers, which include free-standing stores, with the remaining 196 stores located in enclosed malls, the majority of which are the only enclosed malls in their county.
Hibbett SportsOur stores offer a core merchandising mix of localizedpremium athletic branded footwear, apparel, accessories and team sports equipment designed to appeal to a wide range ofthe Gen Z customers within each market. We strive to respond quickly to major sporting events such as Bowl or National Championship gamesmeet the fashion and similar sporting events in college or professional football, baseball and basketball involving teams of local interest within our markets.
Sports Additions: We operate 19 Sports Additions (SA) stores, an approximately 2,500 square foot store located primarily in enclosed malls. Approximately 90% of the merchandise carried in our SA stores is athletic footwear with the remainder consisting of caps and a limited assortment of apparel. SA stores offer a more fashion-based merchandise assortment compared to our Hibbett Sports stores. Mosttechnical demands of our SA stores are located where a Hibbett Sports store is also present.
Team: In December 2017, we sold a portion of the assets and ceased the operations of Hibbett Team Sales, Inc. (Team), a wholly-owned subsidiary of the Company. Team was a supplier of customized athletic apparel, equipment and footwear primarily to school athletic programs in Alabama and parts of Georgia, Florida and Mississippi. Team sold its merchandise directly to educational institutions and youth associations. The operations of Team were independent of the operations of our retail stores.
None of our store concepts meets the quantitative or qualitative requirements of Accounting Standards Codification (ASC) Topic 280, Segment Reporting.
customers.
Our Growth Strategy
We identify markets for our Hibbett Sports stores under a clustered expansion program. This approach primarily focuses on opening new stores within a two-hour driving distanceclose proximity of an existing Hibbett location,locations, allowing us to take advantage of efficiencies in logistics, marketing and regional management. It also aids us in building a better understanding of appropriate merchandise selection for the local market. In addition to proximity to existing Hibbett stores, we also consider population, economic conditions, local competitive dynamics, availability of suitable real estate and potential for return on investment when evaluating potential markets.
Omni-channel strategy:We recognize that even though our core customer is in underserved markets, they are digitally savvy. Our customer has high expectations that are constantly evolving and lookingincluding the ability to engage with us in multiple ways. As a result, we continue to make investments that will enable usin omni-channel as well as our core e-commerce experience.
Our goal is to engage our customer specifically in theprovide a frictionless digital commerce channel. In addition to having store-to-store and store-to-home capability allowing us to use our chain-wide inventory to satisfy a customer sale, we now have an e-commerce website allowing customers to shop across both channels.omni-channel experience. In Fiscal 2018,2024, we began development of our mobile app, which will complement our mobile site and provide our customers with even more advanced features such as shopping, loyalty and Raffle capabilities. We expect to rolloutcontinue to invest in next generation mobile omni-channel capabilities that mitigate perennial pain points for our mobile app to both iPhonestore employees and Android users in the first half of Fiscal 2019.customers.
Our Logistics
We maintain a singlefull-line wholesale and logistics facility in Alabaster, Alabama (a suburb of Birmingham) where we receive and ship substantially allmost of our merchandise. In addition, we utilize a third-party logistics facility in Memphis, Tennessee to increase efficiencies and to improve time to market. For key products, we maintain backstock at the facility thatAlabaster and Memphis facilities. This product is allocated and shipped to stores through an automatic replenishment system based on inventory levels and sales. Merchandise is typically delivered to stores, weeklyand transferred between stores, via Company-operatedsmall package carriers, Company operated vehicles or third-party logistics providers.
We believe strong logistics support for our stores is a critical element of our expansionbusiness strategy and is central tothat our ability to maintain a low cost operating structure. We use third-partycurrent logistics providers to gain efficiencies to approximately 25% of our outlying stores. Our wholesale and logistics facility is designed with significant automation and operational efficiencies. We expect the facilitystructure will support our growth over the next several years.
Our Merchandise
Ourmerchandising strategy is toemphasizes a TOE-TO-HEAD® approach. We provide a broad assortment of premium brand name footwear, apparel, accessories and athleticteam sports equipment at competitive prices in a full service omni-channel environment.
The following table indicates the approximate percentage of net sales represented by each of our major product categories:
| | | Fiscal 2018 | | | Fiscal 2017 | | | Fiscal 2016 | |
| Footwear | | | 55% | | | | 52% | | | | 49% | |
| Apparel | | | 28% | | | | 29% | | | | 29% | |
| Equipment | | | 17% | | | | 19% | | | | 22% | |
| | | | 100% | | | | 100% | | | | 100% | |
We believe that the assortment of brand name merchandise we offer consistently exceeds the merchandise selection carried by most of our brick and mortar competitors, particularly in our smaller markets.underserved markets and neighborhood centers. Many of these brand name products have limited availability and/or are technical in nature requiring considerable sales assistance. We coordinate with our vendors to educate the sales staff at the store level on new products and trends.
Although the core merchandise assortment tends to be similar for each store, it is somewhat differentiated by the Hibbett store,or City Gear brands. Each brand utilizes important demographic, local and/or regional differences exist.considerations. Accordingly, our storeswe offer products that reflect preferences for particular demographics as well as interests from each community. Our knowledge of these interests, combined with access to leading vendors,brands, enables our merchandising staff to react quickly to emerging trends or special events, such as fashion shifts or athletic events.
Our merchandising staff, operations staff and management analyze current trends primarily through the lens of our store typing strategy. This informationInformation is largely gathered and analyzed utilizing our business intelligence tool.tools. Other strategic measures we utilize to recognize trends or changes in our industry include:
•maintaining close relationships with vendors and other retailers;
| · | maintaining close relationships with vendors and other retailers; |
•studying other retailers for best practices in merchandising; | · | studying other retailers for best practices in merchandising; |
•attending various trade shows, both in our industry and outside as well as reviewing industry trade publications; and | · | attending various trade shows, both in our industry and outside as well as reviewing industry trade publications; |
•actively participating in industry associations. | · | actively participating in industry associations such as the National Sporting Goods Association (NSGA); |
| · | visiting competitor store locations; |
| · | monitoring industry data sources and periodicals; |
| · | monitoring product selection at competing stores and online; and |
| · | communicating with our regional vice presidents, district managers and store managers. |
The merchandising staff works closely with store personnel to meet the requirements of individual stores for appropriate merchandise in sufficient quantities. See "Risk Factors."
Our Vendor Relationships
The athletic specialty and city specialty retail business is brand name driven.businesses are brand-name-driven. Accordingly, we maintain positive relationships with a number of well-known vendors to satisfy customer demand. We believe that our storeswe offer a best-in-class omni-channel experience through physical locations, mobile apps and website and that we are among the primary brick and mortar retail distribution avenues for brand name vendors that seek to penetrate our targetengage with consumers in underserved markets. As a result, we are able to attract considerable vendor interest and establish long-term partnerships with vendors. As our vendors expand their product lines and grow in popularity, we expand sales of these products within our stores.products. In addition, as we continue to increase our store base and enter new markets, our vendors increase their brand presence within these regions. We also work with our vendors to establish favorable pricing and to receive cooperative marketing funds. See "Risk Factors."
Our Information Systems
We continue to use technology as an enabler of our business strategies. We have implementedimplement and maintainedmaintain systems targeted at improving financial control, cost management, inventory control, merchandise planning, logistics, replenishment, product allocation, financial control and product allocation. In recent years, we have focused on informationcost management. Our systems that are designed to be used in all stores, yet are flexible enough to meet the unique needs of each specific store location. In Fiscal 2018, we addedWe continue to evolve our digital channel as we continue our omni-channel retailing transition. In Fiscal 2019, we will pursueexperience and to develop further channel integration andfor a more seamless and frictionless set of capabilities aimed at enhancing our customerscustomer's shopping experience in store,in-store, online and through our mobile solutions.
Our communications network sendsnetworks send and receivesreceive critical business data to and from our stores, our third partythird-party cloud providers and our managed hosting facility (primary data center)facilities (data centers). Our Company’s information is processed in a secure environment to protect both the actual data and the physical assets. We attempt to mitigate the risk of cyber-security threats and business interruptions by maintaining strong security protocols, threat monitoring, regular risk reviews, cyber tabletop exercises, employee awareness training and a detailed disaster recovery plan. In Fiscal 2022, we consolidated our Human Capital Management, Payroll, Finance and Accounting systems into Workday’s enterprise cloud platform, which allowed us to eliminate numerous disparate solutions in our effort to streamline processes, improve control over sensitive data and become more well-managed and scalable as an organization.
We strive to maintain highly qualified and motivated third-party partners and teams of individuals to support our information systems, which includesinclude information security, compliance, quality assurance, computer operations, help desk, network and platform engineering, operations, quality assurance, business analysis, solution development, analytics and project managers.management. Our systems are monitored 24 hours a day. Ourday, and management believes that our current systems and practice of implementing regular updates will continue to support our current needs and future growth. We use a strategic information systemssystem planning process that involves senior management and is integrated into our overall business planning and enterprise risk management. Information systems projects are prioritized based uponon strategic, financial, regulatory and other business criteria.
Our Marketing and Promotion
WeOur target customer is Gen Z, therefore our marketing opportunitiesefforts are focused on acquiring and retaining Gen Z customers. As such, we have invested in and expanded our digital marketing capabilities and our hyperlocal marketing efforts that help us connect with our communities.
Our loyalty program represented over half of overall sales in Fiscal 2023 as a result of improvements to the loyalty program which drove member acquisition and retention. E-commerce sales continued to increase awareness and to drive traffic to our stores and website. Direct mail continued to be a core component of our marketing budgetyear-over-year, driven by the increase in Fiscal 2018, and we began significant investments in digital marketing with the launch of ecommerce. Because these investments are yielding strong response, we will continue to grow digital marketing in Fiscal 2019. We utilize the Hibbett marketing team,members, as well as external digital marketing agencies to ensure execution and returns from these new programs.an increase in average purchase amounts.
We offer a customer loyalty program, the Hibbett Rewards program, whereby customers can earn awards that can be redeemed in our stores. Our Rewards program represents a significant portion of overall sales. In Fiscal 2018, we launched an improved program that provides more value to our customers and makes it easier to use. As a result, we significantly increased our member base in Fiscal 2018, which we will utilize in our marketing efforts going forward. We expect to further improve our Rewards program in Fiscal 2019 to drive member acquisition and sales.
Our Competition
The business in which we are engaged is highly competitive. The marketplace for athletic specialty merchandise is highly fragmented as many different brick and mortar and online retailers compete for market share by utilizing a variety of formats and merchandising strategies. We compete with specialty shoe stores, department and discount stores, traditional shoe stores, specialty sporting goods shops, local sporting goods stores, outlet centers, mass merchandisers, e-commerce retailers and, in some of our large and mid-size markets, national sporting goods superstores. In addition, we face competition from vendors that sell directly to consumers.
Although we face competition from a variety of competitors, we believe that our stores are able to compete effectively by providing a premium assortment of footwear, apparel, accessories and team sports equipment. Additionally, we differentiate our store experience through extensive product knowledge, customer service and convenient locations. We believe we compete favorably with respect to these factors in the smallerunderserved markets and neighborhood centers predominantly in the South, Southwest, Mid-Atlantic and Midwest regions of the United States. See "
Information about our Executive Officers
The following table and accompanying narrative sets forth the name, age and business experience of our current executive officers:
| | | | | | | | |
| Name | Age | Position |
| Michael E. Longo | 61 | President and Chief Executive Officer |
| Jared S. Briskin | 50 | Executive Vice President, Merchandising |
| Robert J. Volke | 59 | Senior Vice President and Chief Financial Officer |
| David M. Benck | 55 | Senior Vice President, General Counsel |
| Ronald P. Blahnik | 64 | Senior Vice President, Chief Information Officer |
| Benjamin A. Knighten | 52 | Senior Vice President, Store Operations |
| Michael C. McAbee | 52 | Senior Vice President, Supply Chain and Store Development |
| William G. Quinn | 47 | Senior Vice President, Marketing and Digital |
| Jonalin S. Smith | 49 | Senior Vice President, Merchandising |
Michael E. Longo joined the Company as our Chief Executive Officer and President in December 2019. Formerly, he served as Chief Executive Officer for City Gear, LLC from October 2006 to November 2018, where he oversaw the successful acquisition of the company in 2018 by Hibbett Sporting Goods, Inc. (n/k/a Hibbett Retail, Inc.). Prior to City Gear, he worked in positions of increasing responsibility and leadership with AutoZone, Inc. starting as a Vice President of Supply Chain in 1996 to Executive Vice President of Supply Chain, IT, Development, Mexico in 2005. Mr. Longo holds a Bachelor of Science degree in Engineering from the United States Military Academy and an MBA from Harvard University.
Jared S. Briskin was appointed to serve as our Executive Vice President of Merchandising in September 2021. Previously, he served as Senior Vice President and Chief Merchant from September 2014 through September 2021. He has served in roles of increasing responsibility and leadership in various merchandising positions across multiple categories since joining the Company in April 1998, including Vice President/Divisional Merchandise Manager of Footwear and Equipment from March 2010 through September 2014 and Vice President/Divisional Merchandise Manager of Apparel and Equipment from June 2004 through March 2010.
Robert J. Volke was appointed to serve as our Senior Vice President of Accounting and Finance in April 2020, and was named our Chief Financial Officer shortly thereafter. Mr. Volke most recently served as Interim Chief Financial Officer of Fleet Farm LLC (Fleet Farm), a position he held since March 2020, and as its Vice President, Accounting and Corporate Controller from August 2018 to February 2020. Prior to his service at Fleet Farm, Mr. Volke held various positions of increasing responsibility and leadership with Tractor Supply Company (Nasdaq: TSCO) from May 2007 to August 2018, most recently as its Vice President and Controller from March 2017 to August 2018. Mr. Volke earned his Bachelor of Science degree in Accounting from Indiana University.
David M. Benck was appointed to serve as our Senior Vice President and General Counsel in March 2020. He also serves as our Chief Privacy Officer, Executive Sponsor of the ESG Committee, Chair of the Enterprise Risk Factors."Committee, Assistant Secretary and Chief Risk Assessor. Mr. Benck joined the Company in March 2005, and in April 2008 was appointed Vice President and
General Counsel. In addition to his role with the Company, Mr. Benck previously served on the Board of Directors for the Federal Reserve Bank of Atlanta, Birmingham Branch appointee, and as a Board Member for the American Arbitration Association. He is currently a member of the Court of Arbitration for Sport (Lausanne, Switzerland) and a member of the NCAA’s Independent Resolution Panel. Additionally, he serves on the Monitoring Committee for the nationwide Blue Cross Blue Shield anti-trust class action settlement, is a Fellow in the National Association of Corporate Directors, and an IAPP Certified Information Privacy Professional (CIPP/US and CIPM).
Ronald P. Blahnik was appointed to serve as our Senior Vice President and Chief Information Officer in April 2019. Mr. Blahnik joined the Company in November 2016 as our Vice President and Chief Information Officer. Before joining our Company, he served as managing partner of Blahnik Consulting Services, LLC from April 2011 to November 2016. Prior to starting his own company, Mr. Blahnik held various positions of increasing responsibility and leadership for Lowe's Companies, Inc. (NYSE: LOW) from April 1996 to March 2011. Mr. Blahnik is a retired Army officer and has worked in the information technology field for more than 40 years. He holds a Bachelor of Science degree in Information Technology.
Benjamin A. Knighten was appointed to serve as our Senior Vice President of Operations in March 2020.Mr. Knighten previously served as Chief Operating Officer of City Gear, LLC from July 2018 to March 2020 and as Vice President of Store Operations of City Gear from November 2006 to July 2018. He earned his Production/Operations MBA from the University of Memphis.
Michael C. McAbee was appointed to serve as our Senior Vice President, Supply Chain and Store Development in March 2022. Previously, he served as Vice President, Supply Chain and Store Development from May 2021 to March 2022. He has served in roles of increasing responsibility and leadership across multiple categories such as merchandise planning, replenishment and operations, as well as corporate strategy, since joining the Company in September 2002 as a Merchant/Planner. Mr. McAbee earned his Bachelor of Arts degree in History from the University of Alabama.
William G. Quinn was appointed to serve as our Senior Vice President of Marketing and Digital in April 2019. Mr. Quinn joined the Company in February 2016 as our Vice President of Digital Commerce. Prior to joining the Company, he served as Vice President, Digital for David's Bridal and as Executive Vice President, Chief Marketing Officer for 24 Hour Fitness. Mr. Quinn earned his Bachelor of Arts degree at Vanderbilt University, his MBA at Duke University and also holds a Certificate of Web Design from Temple University.
Jonalin S. Smith was appointed to serve as our Senior Vice President, Merchandising in March 2022. Ms. Smith joined the Company in October 2020 as our Vice President, General Merchandising Manager. Prior to joining the Company, she spent almost 28 years at Nike, Inc. where she held a variety of positions with increasing levels of responsibility and leadership, serving most recently as their Vice President of North American Sales for Converse. In addition, she was General Manager and Global Vice President of Nike’s Skateboarding Category. Her tenure at Nike included service throughout North America, as well as Europe, the Middle East and Africa. Ms. Smith earned her Bachelor of Science Degree at Atlanta Christian College in Atlanta, Georgia.
Human Capital
Human Capital Management
Central to our long-term strategy is attracting, developing, and retaining high-quality employees. This is crucial to all aspects of our business and is a key driver of our long-term success. This process begins by providing competitive wages and benefits in a positive work environment where we focus on doing what is right. In many cases, employment at a Hibbett or City Gear store represents our employees’ first job experience. We believe these individuals are attracted to our stores because they are consumers who appreciate our customer service, our compelling assortment of product and our best-in-class digital experience. Starting with their first day, new employees are exposed to our corporate culture of responsibility, respect and customer service. As an employee gains experience and demonstrates an understanding and commitment to our core principles, promotional opportunities are readily available. As a result, a large number of our store managers started out as part-time sales associates and we take great pride in providing career advancement opportunities for so many people.
We are committed to providing competitive wages in the markets we serve. Enhancing the financial stability of our team members is a priority, and we continually look for ways to improve our efforts in this area, including our partnering with a third-party vendor to provide an early access to pay feature, which allows our employees to get paid when they need it instead of waiting until a predetermined pay day, increasing our employee discount, and offering financial wellness classes to our team members at the Store Support Center.
Helping our employees in need is important to us, and we have an established employee charitable foundation that allows employees to apply for assistance in a dignified and private manner. We offer an Education Assistance Tuition Reimbursement Program for our Store Support Center and logistics facility team members.
As of January 28, 2023, we employed over 11,000 team members, of which approximately 3,800 were full-time team members and over 94% of the total population work in our retail locations. None of our team members are represented by a labor union. The number of full-time and part-time team members fluctuates depending on seasonal needs. We have a long history of providing competitive compensation and benefits and providing meaningful experiences and career-development opportunities to our team members. As a result, we have not experienced significant interruptions in our operations due to labor disagreements or team member dissatisfaction.
Our Diversity, Equity and Inclusion Statement:
Our philosophy is simple; be inclusive and treat each other with respect. As a result of our ongoing diversity, equity and inclusion efforts, we have built a winning team comprised of diverse, compassionate and competitive individuals. We have cultivated an authentic representation of our communities through thoughtful local hiring, often from our customer base and the communities we serve. Our teams' unique backgrounds, perspectives and skills improve us all, creating a competitive advantage that positively impacts our business and contributes to our success.
We partner with the University of Alabama at Birmingham's office of Diversity, Equity and Inclusion to provide education and training to our team members and Board of Directors on this important topic. The mission of our Women's Resource Group, Ignite, is to cultivate a sense of belonging in a space that supports and encourages all women to develop and further their potential through collaboration, connection and conversation.
We fully believe that our differences make us stronger, and we are relentless in creating a work environment that promotes diversity, equity and inclusion. We were named one of the "Best Employers for Diversity" by Forbes in 2022.
Talent Acquisition/Talent Development/Team Member Engagement
Investing in our team members is one of our core strategies. We strive to offer best-in-class training and development opportunities, while creating innovative programs that enable a vibrant and engaged learning culture to flourish. In addition to our tuition reimbursement program, we utilize the LinkedIn Learning platform, offer a Leadership Academy, and provide a professional development series consisting of monthly educational sessions for leadership positions at our Store Support Center. Additionally, as part of our tuition reimbursement program, we partner with Bellevue University to offer online classes for employees.
We recognize that maintaining an inclusive and high-performance culture requires an engaged workforce, where team members are motivated to do their best work every day. Our engagement approach centers on communication and recognition. We communicate with our team members in a variety of ways, including monthly live CEO updates that include Q&A sessions with team members and regular communications to all our retail locations. We conduct periodic team member engagement surveys at our Store Support Center to understand and respond to team member needs. In February 2022, we expanded our annual survey Company-wide to provide all team members a channel for feedback on a variety of topics, including Company direction and strategy, individual growth and development, collaboration, confidence, and meaningful work. Mental and emotional health is a priority now more than ever. We provide our team members with free access to mental health assistance, including marital, grief and financial counseling.
Community and Social Impact - Building Connections
We take pride in and share a sense of responsibility with our communities. We reflect the diversity of the communities we serve and strengthen our connectivity through local events and social programs. We believe it is important to invest in our youth and give back to the communities we serve in a meaningful and impactful way. During Fiscal 2023, we hosted over 1,100 hyperlocal events resulting in hundreds of volunteers and hundreds of communities impacted with lives changed for the better.
SOLE SCHOOL® is the main focus for community engagement in our local retail districts. In Fiscal 2023, in total and in conjunction with Nike, we provided funds and merchandise to 94 schools across 36 states to help support education and athletics. As part of the SOLE SCHOOL® program, sponsored schools receive a financial gift, donations of equipment, footwear and backpacks, and interested students are given the opportunity to be mentored by local store management staff.
In Fiscal 2023, we partnered with Jordan Brand to support For Oak Cliff, a non-profit organization based in Dallas, TX, donating product for the Annual Back To School Infinity Festival and financial funding assistance for a new Multimedia Lab. Also during Fiscal 2023, we launched a Fresh Off the Block video series in conjunction with Nike which takes viewers to a new city to explore the local music scene, basketball, personal style and the neighborhoods behind the city's heartbeat.
We are a long-term partner of United Way of Central Alabama and Children's Hospital of Alabama. During the year, we were a sponsor of The World Games 2022, and we supported numerous other programs including Armando Bacot's basketball camp, Cutz for Kids, Autism Speaks, United Ability summer jobs program, Holy Family Cristo Rey High School work-study program, and the Community Food Bank of Central Alabama.
Environmental Sustainability
We strive to act in the interest of our team members, customers, communities and stockholders by supporting environmentally sustainable practices. We understand the important role that everyone must play in reducing their environmental impact, which is why we have retained a third-party vendor to measure our energy and water usage since early 2022. In FY2023, Hibbett underwent a comprehensive materiality assessment conducted by a third-party accounting and advisory services firm. This assessment was conducted to learn more about ESG expectations from the perspective of different stakeholders. Customers, investors, vendor partners and internal management were interviewed and/or participated in surveys to identify key topics of focus to be considered in future ESG strategy.
Example initiatives we are undertaking include:
•package size efficiency optimization efforts designed to ensure that shipping cartons are packed full to avoid shipping air by utilizing route optimization software for our local delivery drivers;
•energy reduction initiatives which include store and Store Support Center LED lighting, LED signage and HVAC unit replacements with energy efficient models;
•sustainability efforts and recycling programs to divert waste from landfills by using shipping boxes and shopping bags that incorporate recyclable material, re-using cartons and pallets in our logistics facility, re-using clothes hangers and sensor tags in our stores, and utilizing environmentally friendly office supply products where possible; and
•collaboration with certain vendors to offer sustainable products such as support of Nike's Move to Zero®, a closed-loop process that uses manufacturing scrap, unsellable products, and worn-out shoes to make new products, by significant marketing and social media effort and in-store displays, as well as offering other sustainable products from a number of other vendors including the adidas Parley collection of footwear and apparel partly made with recycled ocean plastic and The North Face products made with recycled polyester and nylon.
Environmental, Social & Governance Report
Additional information about how we invest in our team members, our communities and our environment can be found in our most recent Environmental, Social & Governance Report ("ESG Report"), which is available on our website, www.hibbett.com, under "Investor Relations." Nothing on our website, including our ESG Report, documents or sections thereof, shall be deemed incorporated by reference into this Annual Report on Form 10-K or incorporated by reference into any of our other filings with the SEC.
Our Trademarks
Our Company, by and through subsidiaries, is the owner or licensee of trademarks that are very important to our business. For the most part,Generally, trademarks are valid as long as they are in use and/or their registrations are properly maintained. Registrations of trademarks can generally be renewed indefinitely as long as the trademarks are in use.
Following is a list of active trademarks registered and owned by the Company:
| · | Hibbett Sports, Registration No. 2717584 |
| | | | | | | | | | | | | | | | | | | | |
| Registered Name | | Registration No. | | Registered Name | | Registration No. |
| HIBBETT SPORTS | | 2717584 | | City GEAR | | 5008316 |
| SPORTS ADDITIONS | | 1767761 | | DEVEROES | | 3479737 |
| HIBBETT | | 3275037 | | GRINDHOUSE | | 5107399 |
| SOLE SCHOOL | | 6549068 | | GRINDHOUSE DENIM | | 5107398 |
| City G.E.A.R | | 4398655 | | TOE-TO-HEAD | | 6873901 |
| City G.E.A.R. | | 4413864 | | TOE-2-HEAD | | 6873900 |
| CITY GEAR | | 4675462 | | T2H | | 6873899 |
| · | Sports Additions, Registration No. 1767761 |
| · | Hibbett, Registration No. 3275037 |
Governmental Regulations
Seasonality
We experience seasonal fluctuationsmust comply with various federal, state and local regulations, including regulations relating to consumer products and consumer protection, advertising and marketing, labor and employment, data protection and privacy, intellectual property, the environment and tax. In addition, we must comply with United States customs laws and similar laws of other countries associated with the import and export of merchandise. Ensuring our compliance with these various laws and regulations, and keeping abreast of changes to the legal and regulatory landscape present in our net salesindustry, requires us to expend considerable resources. For additional information, see "Risk Factors" under the sub-captions "Risks Related to Our Business and results of operations.Industry" and "Risks Related to Governance, Regulatory, Legislative and Legal Matters."
Seasonality
We have historically experienced seasonal fluctuations. We typically experience higher net sales in early spring due to spring sports and annual tax refunds, late summer due to back-to-school shopping and winter due to holiday shopping. In addition, our quarterly results of operations may 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, weather fluctuations, merchandise mix, demand for merchandise driven by local interest in sporting events and the timing of sales tax holidays and annual tax refunds.
Although our operations are influenced by general economic conditions, we do not believe that, historically, inflation has had a material impact on our results of operations as we are generally able to pass along inflationary increases in costs to our customers.
Available Information
Hibbett Sports, Inc.'s website address is www.hibbett.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K proxy statements on Schedule 14A, reports on beneficial ownership of our securities on Forms 3, 4 and 5 and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), are available free of charge through our websitewww.hibbett.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC).SEC. Our website is the primary source of publicly disclosed news about Hibbett, Sports, Inc. In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K for the fiscal year ended February 3, 2018,January 28, 2023, at no charge, by writing to: Investor Relations, Hibbett, Sports, Inc., 2700 Milan Court, Birmingham, Alabama 35211.
The SEC also maintains a website at www.sec.gov where reports, proxy and information statements, and other information regarding issuers that file electronically can be accessed. In addition, we make available, through our website, the Company'sCompany’s Code of Business Conduct and Ethics, Corporate Governance Guidelines, Bylaws and the written charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Information contained on our website is not included as part of, or incorporated by reference into, this Annual Report.Report on Form 10-K.
You should carefully consider the following risks, as well as the other information contained in this report, before investing in shares of our common stock.Annual Report on Form 10-K. The occurrence of one or more of the circumstances or events described in this section could have a material adverse effect on our business, financial condition, results of operations, cash flows or on the trading prices of our common stock. The risks and uncertainties described in this Annual Report on Form 10-K are not the only ones facing us.we face. Additional risks and uncertainties not known to us at this time or that we currently believe are immaterial also may adversely affect our business and operations.
Risks Related to Our Business and Industry
Disruptions in the economy and in financial markets, inflationary pressures and increasing interest rates could adversely affect consumer purchases of discretionary items, which could reduce our net sales and adversely affect our business, results of operations, liquidity, cash flows and financial condition.
In general, our sales represent discretionary spending by our customers. Discretionary spending is affected by many factors that are outside our control, including, among others, general business conditions, inflation, interest rates, prices of non-discretionary consumer goods, household income, consumer debt levels, the availability of consumer credit, tax rates and tax refunds, sales tax holidays, energy prices, geopolitical conflicts, COVID-19 or other widespread public health events or pandemics, unemployment and underemployment trends, and consumer confidence and spending. Disruptions in the U.S. economy, financial markets or other economic conditions affecting disposable consumer income may reduce the level of consumer spending and inhibit consumers’ use of credit, which may adversely affect our revenues, profits, liquidity and capital resources.
Inflation, as well as some of the measures taken by or that may be taken by the federal government in an attempt to curb inflation, including interest rate increases, may have negative effects on the U.S. economy and our business. In recessionary periods or periods of slow growth, we may have to increase the number of promotional sales or otherwise dispose of inventory for which we have previously paid to manufacture or committed to purchase and/or increase our marketing and promotional expenses in response to lower than anticipated levels of demand for our products, which could adversely affect our profitability. Additionally, a reduction in customer traffic to our stores or a shift in customer spending to products other than those sold by us or to products sold by us that are less profitable could result in lower net sales, decreases in inventory turnover or a reduction in profitability due to lower margins. Our financial performance may also be particularly susceptible to economic and other conditions in regions or states where we have a significant number of stores.
We depend on our vendors to provide us with sufficient quantities of quality products in a timely fashion. If we lose any of our key vendors or any of our key vendors fail to supply us with quality brand name merchandise at competitive prices, we may not be able to meet the demand of our customers and our net sales and profitability could decline.
Our success is largely dependent on our consumers’ perception and connection to the brand names we carry, such as Nike, Jordan, adidas, Puma, New Balance and Under Armour, among others. Brand value is based in part on our consumer’s perception on a variety of subjective qualities so that even an isolated incident could erode brand value and consumer trust, particularly if there is considerable publicity or litigation. Consumer demand for our products or brands could diminish significantly in the event of erosion of consumer confidence or trust, resulting in lower sales, which could have a material adverse effect on our business, financial condition and results of operations.
In addition, as a retailer of manufacturers’ branded items, we are dependent on the availability and sufficient allocation of key products and brands. Our business is dependent upon close relationships with our vendors and our ability to purchase brand name merchandise at competitive prices. During Fiscal 2023, approximately 70% of our inventory was purchased from one vendor, Nike, who accounted for approximately 69% of our net sales. Our inability to obtain merchandise in a timely manner from major suppliers as a result of business decisions by suppliers, including the expansion of direct-to-consumer programs by our vendors, or disruptions in the global transportation network or our supply chains, such as port strikes and backlogs, geopolitical conflicts (including the conflict between Russia and Ukraine), weather conditions, COVID-19 or other widespread public health events or pandemics, work stoppages, labor shortages or other labor unrest could have a material adverse effect on our business, financial condition, and results of operations. Because of our strong dependence on Nike, any adverse development in Nike’s distribution strategy, financial condition, or results of operations, or the inability of Nike to develop and manufacture products that appeal to our target customers, could also have an adverse effect on our business, financial condition, and results of operations. As a retailer, we cannot control the supply, design, function or cost of many of the products we offer for sale. Moreover, certain merchandise that is in high demand may be allocated by vendors based upon the vendors’ internal criteria, which is beyond our control.
As a result, our sales could decline if we are not provided with a sufficient allocation of high demand merchandise from one or more of our key vendors, including in the event one or more of our key vendors chooses to sell such merchandise in their online business, or if our key vendors' merchandise were to decline in quantity, quality or desirability to our customers. Our profits could decline if we are unable to pass along any increases in the cost of brand merchandise from our key vendors, including costs resulting from higher tariffs or taxes on imported merchandise.
We believe that we have long-standing and strong relationships with our vendors and that we have adequate sources of brand name merchandise on competitive terms. However, the loss or decline of key vendor support, including return privileges, volume
purchasing allowances and cooperative marketing funds, could have a material adverse effect on our business, financial condition and results of operations. There can be no assurances that we will be able to acquire such merchandise at competitive prices or on competitive terms in the future.
We also rely on services and products from non-merchandise vendors. A disruption in these services or products due to the financial condition or inefficient operations of these vendors could adversely affect our business operations.
If we are unable to successfully maintainprovide a relevant omni-channeland reliable experience for our customers across multiple channels that is comparable to our competitors, we may not be able to compete effectively, and our sales, profitability and profitabilityreputation may be adversely affected.
We expect competition in
Our business has evolved from an in-store experience to interacting with customers across multiple channels (including, but not limited to, in-store, online, mobile apps and social media). Our customers use these channels to shop with us and provide feedback and public commentary about our business. Our evolving retailing efforts include implementing technology, software and processes to be able to conveniently and cost-effectively fulfill customer orders directly from any point within our system of stores, logistics and distribution facilities, and vendors. Providing multiple fulfillment options and implementing new technology is complex and may not meet the e-commerce marketexpectations for accurate order fulfillment, faster and guaranteed delivery times, low-cost or free shipping and desired payment methods. If we fail to intensify in the future as the Internet continuesanticipate and meet changing customer expectations or counteract developments and investments by our competition; fail to facilitate competitive entry into the marketcollect accurate, relevant and comparison shopping by consumers. As a result, a growing portionusable customer data to personalize product offerings; or are unable to offset increased fulfillment costs, our results of total consumer expenditures with retailers is occurring through digital platforms rather than traditional retail stores as consumers increasingly embrace shopping online and through mobile commerce applications. Our future successoperations could be adversely affected if we are unable to identify and capitalize on retail trends, including technology, e-commerce and other process efficiencies to gain market share and better service our customers.affected.
In Fiscal 2018, we successfully launched ourOur omni-channel platform which integratedintegrates digital commerce with our stores to provide a seamless experience for our customers. In addition, we are developing aOur mobile app, which willapps, buy online pickup in store ("BOPIS"), reserve online pickup in store ("ROPIS") and buy online ship to store ("BOSS") complement our e-commerce site and provide our customers with customized advanced features. We began the development of the mobile app in Fiscal 2018features and expect to implement the rollout of the mobile app in the first half of Fiscal 2019.shopping experiences. We cannot give any assurances that our omni-channel platform, orincluding our mobile app, when implemented,apps, BOPIS, ROPIS and BOSS, will perform in a manner that will give us the ability to attract and retain customers, increase sales and successfully compete with other online retailers. Moreover, to make available our omni-channel platform, we rely on various technology systems and services, some of which are provided and managed by third-party service providers. To the extent such third-party components do not perform or function as anticipated, such failure can significantly interfere in our ability to meet our customers' changing expectations. If we do not successfully maintainprovide a relevant omni-channeland up-to-date digital experience or successfully implement the mobile app for our customers orcannot attract online buyers through our omni-channel and mobile app, our sales and profitability could be adversely affected.
We are increasing the use of social media as a means of interacting and enhancing the shopping experiences of our customers. If we are unable to attract and retain team members or contract third parties with the specialized skills to support our omni-channel platform, or are unable to implement improvementsdo so in a cost-efficient manner, our sales, profitability and reputation could be adversely affected.
The industry in which we operate is dependent upon fashion trends, customer preferences, product innovations and other fashion-related factors. Our inability to anticipate and respond quickly to changing consumer preferences could reduce our customer-facing technologynet sales or profitability.
The athletic footwear and apparel industry, especially at the premium end of the price spectrum, is subject to changing fashion trends and customer preferences. A large part of our business is dependent on our ability to anticipate and respond quickly to changing customer preferences and effectively manage our inventory while maintaining sufficient inventory levels to operate effectively. Retailers in the athletic fashion industry rely on their suppliers to maintain innovation in the products they develop. We cannot guarantee that our merchandise selection will accurately reflect customer preferences when it is offered for sale or that we will be able to identify and respond quickly to fashion changes, particularly given the long lead times for ordering much of our merchandise from suppliers. Our failure to anticipate, identify or react appropriately in a timely manner to changes in fashion trends that would make athletic footwear or athletic apparel less attractive to our ability to competecustomers could have a material adverse effect on our business, financial condition, and our results of operations could be adversely affected.operations. In addition, if our website and our other customer-facing technology systemswe do not function as designed, theobtain accurate and relevant data on customer experience could be negatively affected, resulting in a loss of customer confidencepreferences, predict and satisfaction, as well asquickly respond to changing preferences, spending patterns and other lifestyle decisions, implement competitive and effective pricing and promotion strategies, or personalize our offerings to our customers, we may experience lost sales, aged and irrelevant inventory, and increased inventory markdowns, which could adversely affect our reputation and results of operations.
Inventory management is crucial to our business operations, and supply chain disruptions, which have negatively affected and could in the future negatively affect the flow or availability of certain products, have at times challenged our management of inventory positions and resulted in some delays in delivering products to our logistics and distribution facilities, stores or customers.
Pressure from our competitors may force us to reduce our prices or increase our spending on marketing and promotion, which could lower our net sales, gross profit and operating income.
The business in which we are engaged is a highly competitive and evolving market. The marketplace for athletic specialty merchandise is highly fragmented as many different brick and mortar and online retailers compete for market share by utilizing a variety of formats and merchandising strategies. We compete directly and indirectly with specialty stores, department and discount stores, traditional shoe stores, specialty sporting goods shops, local sporting goods stores, outlet centers, mass merchandisers, e-commerce retailers and, in some of our large and mid-size markets, national sporting goods superstores. In addition, we face increasing competition from vendors that sell directly to consumers. Direct sales by vendorsconsumers, especially Nike. Increased competition from key vendors' direct to consumer programs may adversely affect our market share and reduce our revenues.revenues, as well as adversely impact our future product allocation from vendors.
Many of our competitors have greater financial, marketing, distribution, and distributiondelivery resources than we do, which enable them to spend significantly more on marketing and other initiatives. In addition, many of our competitors employ price discounting policies that, if intensified, may make it difficult for us to reach our sales goals without reducing our prices. Should our competitors increase spending on marketing and other initiatives such as additional discounting, if our marketing funds decrease for any reason, or should our marketing, promotions or initiatives be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition. As a result, we may also need to spend more on marketing, promotions, and initiatives than we anticipate. Inadequate marketing that is less effective than our competitors could inhibit our ability to maintain relevance in the market place and drive increased sales.
We cannot guarantee that we will continue to be able to compete successfully against existing or future competitors. Expansion into markets served by our competitors, entry of new competitors or expansion of existing competitors into our markets could be detrimental to our business, financial condition, and results of operations.
Our inability to identify and anticipate changes in consumer demands and preferences and our inability to respond to such consumer demands in a timely manner could reduce our net sales or profitability.
Our products appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are subject to rapid change. Our success depends on our ability to identify product trends as well as to anticipate and respond to changing merchandise trends and consumer demand in a timely manner. We cannot assure you that we will be able to continue to offer assortments of products that appeal to our customers or that we will satisfy changing consumer demands in the future. Accordingly, our business, financial condition and results of operations could be materially and adversely affected if:
| · | we are unable to identify and respond to emerging trends, including shifts in the popularity of certain products; |
| · | we miscalculate either the market for the merchandise in our stores or our customers' purchasing habits; or |
| · | consumer demand unexpectedly shifts away from athletic footwear or our more profitable apparel lines. |
In addition, we may be faced with significant excess inventory of some products and missed opportunities for other products, which could decrease our profitability.
Security threats, including physical and cyber-security threats, and unauthorized disclosure of sensitive or confidential information could harm our business and reputation with our consumers.
The protection of Company, customer and employee data is critical to us. Through our sales, marketing activities and use of third-party information, we collect and retain certain personally identifiable information that our customers provide to purchase products, enroll in promotional programs, register on our website, or otherwise communicate and interact with us. This may include, but is not limited to, names, addresses, phone numbers, driver license numbers, e-mail addresses, contact preferences, personally identifiable information stored on electronic devices, and payment account information, including credit and debit card information. We also gather and retain information about our employees in the normal course of business. Furthermore, our online operations depend upon the secure transmission of confidential information over public networks, such as information permitting cashless payments.
We have security measures designed to protect against the misappropriation or corruption of our systems, intentional or unintentional disclosure of confidential information or disruption of our operations. Our risk remediation procedures include an annual IT risk assessment based on the SANS Institute Critical Security Controls framework which prioritizes security functions that are effective against the latest Advanced Targeted Threats while emphasizing security controls that have demonstrated real world effectiveness. While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of our cyber risks, such insurance coverage may be insufficient to cover our losses or all types of claims that may arise in the continually evolving area of cyber risk.
Even so, these security measures may be compromised as a result of third-party breaches, burglaries, cyber-attacks, errors by employees or employees of third-party vendors, faulty password management, misappropriation of data by employees, vendors or unaffiliated third-parties or other irregularity, and result in persons obtaining unauthorized access to our data or accounts. Despite such safeguards for the protection of such information, we cannot be certain that all of our systems and those of our vendors and unaffiliated third-parties are entirely free from vulnerability to attack or compromise given that the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently. During the normal course of our business, we have experienced and we expect to continue to experience attempts to breach our systems, and we may be unable to protect sensitive data and the integrity of our systems or to prevent fraudulent purchases. Moreover, an alleged or actual security breach that affects our systems or results in the unauthorized release of personally identifiable information could:
| · | materially damage our reputation and negatively affect customer satisfaction and loyalty; |
| · | expose us to negative publicity, individual claims or consumer class actions, administrative, civil or criminal investigations or actions; and |
| · | cause us to incur substantial costs, including but not limited to, costs associated with remediation for stolen assets or information, litigation costs, lost revenues resulting from unauthorized use of proprietary information or the failure to retain or attract customers following an attack, and increased cyber protection costs. |
If we lose any of our key vendors or any of our key vendors fail to supply us with quality brand name merchandise at competitive prices, we may not be able to meet the demand of our customers and our net sales and profitability could decline.
We are a retailer of manufacturers' branded items and are thereby dependent on the availability of key products and brands. Our top three vendors accounted for approximately 80% of our total inventory purchases during Fiscal 2018. Our business is dependent upon close relationships with vendors and our ability to purchase brand name merchandise at competitive prices. As a retailer, we cannot control the supply, design, function or cost of many of the products we offer for sale. Moreover, certain merchandise that is in high demand may be allocated by vendors based upon the vendors' internal criteria, which is beyond our control.
As a result, our sales could decline if we are not provided with a sufficient allocation of high demand merchandise from one or more of our key vendors or if the vendor's merchandise were to decline in quantity, quality or desirability to our customers. Our profits could decline if we are unable to pass along any increases in the cost of brand merchandise from our key vendors, including costs resulting from higher tariffs or taxes on imported merchandise. In addition, many of our vendors provide us with return privileges, volume purchasing allowances and cooperative marketing such that any changes to such benefits could have an adverse effect on our business.
We believe that we have long-standing and strong relationships with our vendors and that we have adequate sources of brand name merchandise on competitive terms. However, the loss or decline of key vendor support could have a material adverse effect on our business, financial condition and results of operations. There can be no assurances that we will be able to acquire such merchandise at competitive prices or on competitive terms in the future.
We also rely on services and products from non-merchandise vendors. A disruption in these services or products due to the financial condition or inefficient operations of these vendors could adversely affect our business operations.
We rely heavily on information systems to conduct our business. Problems with our information systems could disrupt our operations and negatively impact our financial results and materially adversely affect our business operations.
Our ability to manage and operate our business depends significantly on information technology systems. Specifically, we rely on our information systems to effectively manage our sales, logistics, merchandise planning and replenishment, to process financial information and sales transactions and to optimize our overall inventory levels. We could experience adverse events relating to our information systems, including, among other things, system failures, problems with integrating various data sources, challenges in transitioning to upgraded or replacement systems or difficulty in integrating new systems. Although we attempt to mitigate the risk of possible business interruptions through change control protocols and a disaster recovery plan, which includes storing critical business information off-site, the failure of these systems to operate effectively and support growth and expansion could materially adversely impact the operation of our business.
Most of our information system infrastructure is centrally located, and we rely on third-party service providers for certain system applications that are hosted remotely or in cloud-based applications. There is a risk that we may not have adequately addressed risks associated with using third-party providers or cloud-based applications. Such risks include security issues such as adequate encryption and intrusion detection; user access control; data separation; the impact of technical problems such as server outages; their disaster recovery capabilities; and exit strategies. A service provider disruption or failure in any of these areas could have a material adverse effect on our business.
In addition, insufficient investment in technology, inadequate preventive maintenance, investment in the wrong technology, delayed replacement of obsolete equipment, shifts in technology, the failure to attract and retain highly-qualified IT personnel and inadequate policies to identify our technology needs could have a material adverse effect on our business.
Our failure to effectively manage our real estate portfolio may negatively impact our operating results.
Effective management of our real estate portfolio is critical to our omni-channel strategy. All of our stores are subject to leases and, as such, it is essential that we effectively evaluate a range of considerations that may influence the success of our long-term real estate strategy. Such considerations include but are not limited to:
| · | changing patterns of customer behavior from physical store locations to online shopping in the context of an evolving omni-channel retail environment; |
| · | the appropriate number of stores in our portfolio; |
| · | the formats, sizes and interior layouts of our stores; |
| · | the locations of our stores, including the demographics and economic data of each store; |
| · | the local competition in and around our stores; |
| · | the primary lease term of each store and occupancy cost of each store relative to market rents; and |
| · | distribution considerations for each store location. |
If we fail to effectively evaluate these factors or negotiate appropriate terms or if unforeseen changes arise, the consequences could include, for example:
| · | having to close stores and abandon the related assets while retaining the financial commitments of the leases; |
| · | incurring costs to remodel or transform our stores; |
| · | having stores or distribution channels that no longer meet the needs of our business; and |
| · | bearing excessive lease or occupancy expenses. |
These consequences could have a materially adverse impact on our profitability, cash flows and liquidity. The financial impact of exiting a leased location can vary greatly depending on, among other factors, the terms of the lease, the condition of the local real estate market, demand for the specific property and our relationship with the landlord. It is difficult for us to influence some of these factors, and the costs of exiting a property can be significant. In addition to rent, we could still be responsible for the maintenance, taxes, insurance and common area maintenance charges for vacant properties until the lease commitment expires or is terminated.
Our success depends substantially on the value and perception of the brand name merchandise we sell.
Our success is largely dependent on our consumers' perception and connection to the brand names we carry, such as Nike, Under Armour, Reebok, adidas, Easton, The North Face, etc. Brand value is based in part on our consumer's perception on a variety of subjective qualities so that even an isolated incident could erode brand value and consumer trust, particularly if there is considerable publicity or litigation. Consumer demand for our products or brands could diminish significantly in the event of erosion of consumer confidence or trust, resulting in lower sales which could have a material adverse effect on our business, financial condition and results of operations.
We would be materially and adversely affected if all or a significant portion of our singleprimary wholesale and logistics facility were shut down.was disrupted.
We currently operate a singleOur primary wholesale and logistics facility is located in Alabaster, Alabama, a suburb of Birmingham, where we receive and ship substantially alla significant portion of our merchandise. Any natural disaster or other serious disruption to this facility would damage a portion of our inventory and could impair our ability to adequately stock our stores and process returns of products to vendors and could adversely affect our net sales and profitability. In addition, we could incur significantly higher costs and longer lead times associated with shipping our products to our stores during the time it takes for us to reopen or replace the facility.
Further, because we rely heavily on a singleour primary wholesale and logistics facility, our growth could be limited if ourthe facility reaches full capacity. Such restraint could result in a loss of market share and our inability to execute our business strategy and could have a material adverse effect on our business, financial condition and operating results.
A disruption in the flow of imported merchandise or an increase in the cost of those goods could significantly decrease our net sales and operating income.
Many of our largest vendors source a majority of their products from foreign countries. Imported goods are generally less expensive than domestic goods and contribute significantly to our favorable profit margins. Our ability to provide quality imported merchandise on a profitable basis may be subject to political and economic factors and influences that we cannot control. National or international events, including changes in government trade or other policies, could increase our merchandise costs and other costs that are critical to our operations. If imported merchandise becomes more expensive, we may find it difficult to pass the increase on to customers. If imported merchandise becomes unavailable, the transition to alternative sources by our vendors may not occur in time to meet our demands or the demands of our customers. Products from alternative sources may also be more expensive or may be of lesser quality than those our vendors currently import. Risks associated with reliance on imported goods include:
| · | increases in the cost of purchasing or shipping foreign merchandise resulting from, for example: |
| · | import tariffs, taxes or other governmental actions affecting trade, including the United States imposing antidumping or countervailing duty orders, safeguards, remedies or compensation and retaliation due to illegal foreign trade practices; |
| · | foreign government regulations; |
| · | rising commodity prices; |
| · | increased costs of oceanic shipping; |
| · | changes in currency exchange rates or policies and local economic conditions; and |
| · | trade restrictions, including import quotas or loss of "most favored nation" status with the United States. |
| · | disruptions in the flow of imported goods because of factors such as: |
| · | raw material shortages, work stoppages, labor availability and political unrest; |
| · | problems with oceanic shipping, including blockages or labor union strikes at U.S. or foreign ports; and |
| · | economic crises and international disputes. |
In addition, to the extent that any foreign manufacturer from whom our vendors are associated may directly or indirectly utilize labor practices that are not commonly accepted in the United States, we could be affected by any resulting negative publicity.
Disruptions in the economy and in financial markets could adversely affect consumer purchases of discretionary items, which could reduce our net sales.
In general, our sales represent discretionary spending by our customers. Discretionary spending is affected by many factors that are outside our control, including, among others, general business conditions, interest rates, inflation, household income, consumer debt levels, the availability of consumer credit, tax rates and tax refunds, sales tax holidays, energy prices, unemployment trends, home values and other matters that influence consumer confidence and spending. Disruptions in the U.S. economy, financial markets or other economic conditions affecting disposable consumer income may adversely affect our business. A reduction in customer traffic to our stores or a shift in customer spending to products other than those sold by us or to products sold by us that are less profitable could result in lower net sales, decreases in inventory turnover or a reduction in profitability due to lower margins.
Increases in transportation or shipping costs, climate change regulation and other factors may negatively impact our results of operations.
We rely upon various means of transportation, including ship and truck, to deliver products to our wholesale and logistics facility, our stores and our customers. Consequently, our results can vary depending upon the price of fuel. The price of oil has fluctuated significantly over the last few years. In addition, governmental efforts to combat climate change through reduction of greenhouse gases may result in higher fuel costs through taxation or other means. Any increases in fuel costs would increase our transportation costs.
In addition, general labor shortages or strikes in the transportation or shipping industries could negatively affect transportation and shipping costs and our ability to supply our stores in a timely manner. We also rely on efficient and effective operations within our wholesale and logistics facility to ensure accurate product delivery to our stores. Failure to maintain such operations could adversely affect net sales.
We may face difficulties in meeting our labor needs to effectively operate our business.
We are heavily dependent upon our labor workforce in the geographic areas where we conduct our business. Our compensation packages are designed to provide benefits commensurate with our level of expected service. However, within our retail and logistics operations, we face the challenge of filling many positions at wage scales that are appropriate to the industry and competitive factors. In addition, there is the risk that prevailing wage rates for our labor workforce will increase in the future and that the costs of employee benefits will rise, resulting in increased expenses that could adversely affect our profitability. We also face other risks in meeting our labor needs, including competition for qualified personnel and overall unemployment levels. Changes in any of these factors, including a shortage of available workforce in areas in which we operate, could interfere with our ability to adequately service our customers or to open suitable locations and could result in increasing labor costs.
We depend on key personnel, the loss of which may adversely affect our ability to run our business effectively and our results of operations.
We benefit from the leadership and performance of our senior management team and other key employees. If we lose the services of any of our principal executive officers or other skilled and experienced personnel, we may not be able to fully implement our business strategy or run our business effectively and operating results could suffer. The Compensation Committee of our Board of Directors reviews, on a regular basis, a succession plan prepared by senior management that addresses the potential loss of key personnel positions. The goal of the succession plan is to have a contingency plan that minimizes disruptions in the workplace until a suitable replacement can be found, but no assurance can be given that we will be able to retain existing or attract additional qualified personnel when needed.
Further, as our business grows, we will need to attract and retain additional qualified personnel in a timely manner and develop, train and manage an increasing number of management-level sales associatesteam members and other employees. We have invested, and plan to continue to invest, in an environment in which our employees can deliver their best every day, and we endeavor to empower them by providing ongoing training, growth opportunities and competitive compensation and benefits packages. Competition for qualified employees could require us to pay higher wages and benefits to attract a sufficient number of qualified employees and increases in the minimum wage or other employee benefit costs could increase our operating expense. An inability to attract and retain personnel as needed in the future could negatively impact our net sales growth and operating results.
Our inability or failure to protect our intellectual property rights, or any claimed infringement by us of third-party intellectual rights, could have a negative impact on our operating results.
Our trademarks, service marks, copyrights, patents, trade secrets, domain names, social media handles and other intellectual property are valuable assets that are critical to our success. The unauthorized reproduction or other misappropriation of our intellectual property could diminish the value of our brands and cause a decline in our revenue. In addition, any infringement or other intellectual property claim made against us could be time-consuming to address, result in costly litigation or result in our loss of ownership or use of the intellectual property.
We may face difficulties in meeting our labor needs to effectively operate our business.
We are heavily dependent upon our labor workforce in the geographic areas where we conduct our business. Our compensation packages are designed to provide benefits commensurate with our level of expected service. However, within our retail and logistics operations, we face the challenge of filling many positions at wage scales that are appropriate to the industry and other competitive factors. Many of our team members in our stores are in entry-level or part-time positions that historically have high rates of turnover. We are also dependent on the team members who staff our logistics and distribution facilities, many of whom are skilled. Recent inflationary pressures and shortages in the labor market for skilled and entry-level employees have increased our labor costs, and there is the risk that prevailing wage rates for our labor workforce will continue to increase in the future and that the costs of employee benefits will continue to rise, resulting in increased expenses that could adversely affect our profitability. We also face other risks in meeting our labor needs, including competition for qualified personnel, overall unemployment and underemployment levels, demand for certain labor expertise, changing demographics, health and other insurance costs, adoption of new or revised employment and labor laws and regulations, and the impact of public health issues (including impacts related to COVID-19) or natural disasters or severe weather events (including due to climate change). Changes in any of these factors, including a shortage of available workforce in areas in which we operate, could interfere with our ability to adequately service our customers or to open suitable locations and could result in increasing labor costs.
A disruption in the flow of imported merchandise or an increase in the cost of those goods could significantly decrease our net sales and operating income.
Many of our largest vendors source a majority of their products from foreign countries. Imported goods are generally less expensive than domestic goods and contribute significantly to our favorable profit margins. Our ability to provide quality imported merchandise on a profitable basis may be subject to political and economic factors and influences that we cannot control. National or international events (such as the conflict between Russia and Ukraine) and changes in government trade or other policies, could directly or indirectly increase our merchandise costs and other costs that are critical to our operations. If imported merchandise becomes more expensive, we may find it difficult to pass the increase on to customers. If imported merchandise becomes unavailable, the transition to alternative sources by our vendors may not occur in time to meet our demands or the demands of our customers. Products from alternative sources may also be more expensive or may be of lesser quality than those our vendors currently import. Risks associated with reliance on imported goods include:
•increases in the cost of purchasing or shipping foreign merchandise resulting from, for example, import tariffs, taxes or other governmental actions affecting trade, including the United States imposing anti-dumping or countervailing duty orders, safeguards, remedies or compensation and retaliation due to illegal foreign trade practices; foreign government regulations; rising commodity prices; increased costs of oceanic shipping; changes in currency exchange rates or policies and local economic conditions; and trade restrictions, including import quotas or loss of “most favored nation” status with the United States; and
•disruptions in the flow of imported goods because of factors such as, raw material shortages, work stoppages, COVID-19 or other widespread public health events or pandemics, labor availability and political unrest; problems with oceanic shipping, including blockages, backlogs or labor union strikes at U.S. or foreign ports; and economic crises and international disputes, including armed conflicts.
In addition, to the extent that any foreign manufacturer with whom our vendors are associated may directly or indirectly utilize labor practices that are not commonly accepted in the United States, we could be affected by any resulting negative publicity.
Increases in transportation or shipping costs and other factors may negatively impact our results of operations.
We rely upon various means of transportation, including ship and truck, to deliver products to our primary wholesale and logistics facility, our stores and our customers. Consequently, our results can vary depending upon the cost and availability of transportation, which has been impacted by the price of fuel and labor and other distribution challenges.
The price of oil has fluctuated significantly over the last few years, and any increases in fuel costs, whether as a result of inflation or other macroeconomic factors, geopolitical conflicts (including the conflict between Russia and Ukraine) or otherwise, would increase our transportation costs.
In addition, general labor shortages or strikes in the transportation or shipping industries could negatively affect transportation and shipping costs and our ability to supply our stores in a timely manner. Product delivery could also be subject to disruption due to raw material shortages, political unrest, oceanic shipping, port labor issues, international disputes, geopolitical conflicts, natural disasters, COVID-19 or other widespread public health events or pandemics, or terrorism. We rely on efficient and effective operations within our primary wholesale and logistics facility to ensure accurate product delivery to our stores. Failure to maintain such operations could adversely affect net sales.
Our operating results are subject to seasonal and quarterly fluctuations. Furthermore, our quarterly operating results, including comparable store net sales, will fluctuate and may not be a meaningful indicator of future performance.
We experience seasonal fluctuations in our net sales and results of operations. We typically experience higher net sales in early spring due to spring sports and annual tax refunds, late summer due to back-to-school shopping and winter due to holiday shopping. Adverse events outside of our control, such as supply chain interruptions, increased labor costs and labor availability, decreased consumer traffic as a result of COVID-19 or other widespread public health events or pandemics, geopolitical conflicts (including the conflict between Russia and Ukraine) or otherwise or deteriorating economic conditions could result in lower than expected sales during the holiday season or other periods in which we typically experience higher net sales and have and could in the future materially impact our financial condition and results of operations. In addition, our quarterly results of operations may 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, weather fluctuations, merchandise mix, demand for merchandise driven by local interest in sporting events and the timing of sales tax holidays and annual tax refunds. Any of these events, particularly in the fourth quarter or other periods in which we typically experience higher net sales, could have a material adverse effect on our business, financial condition and operating results for the entire fiscal year.
Comparable store net sales vary from quarter to quarter, and an unanticipated decline in comparable store net sales may cause the price of our common stock to fluctuate significantly. Factors whichthat could affect our comparable store net sales results include:include, reduced consumer traffic due to COVID-19 or other widespread public health events or pandemics; shifts in consumer tastes and fashion trends; calendar shifts of holiday or seasonal periods; the timing of income tax refunds to customers; increases in personal income taxes paid by our customers; calendar shifts or cancellations of sales tax-free holidays in certain states; the success or failure of college and professional sports teams or the cancellation of sporting events within our core regions; changes in or lack of tenants in the shopping centers in which we are located; pricing, promotions or other actions taken by us or our existing or possible new competitors; and unseasonable weather conditions or natural disasters.
| · | shifts in consumer tastes and fashion trends; |
| · | calendar shifts of holiday or seasonal periods; |
| · | the timing of income tax refunds to customers; |
| · | increases in personal income taxes paid by our customers; |
| · | calendar shifts or cancellations of sales tax-free holidays in certain states; |
| · | the success or failure of college and professional sports teams within our core regions; |
| · | changes in or lack of tenants in the shopping centers in which we are located; |
| · | pricing, promotions or other actions taken by us or our existing or possible new competitors; and |
| · | unseasonable weather conditions or natural disasters. |
We cannot assure you that comparable store net sales will increase at the rates achieved in prior periods or that rates will not decline.
Global climate change and related regulations could negatively affect our business.
The effects of climate change, such as extreme weather conditions, create financial risks to our business. The demand for our products may be affected by extreme weather conditions, such as droughts, wildfires and flooding. These types of extreme weather events have and may continue to adversely impact us, our suppliers, our customers and their ability to purchase our products and our ability to timely receive appropriate inventory and transport our products on a timely basis. The effects of climate change could also disrupt our and our suppliers’ operations by impacting the availability and cost of materials needed for manufacturing and could increase insurance and other operating costs. We could also face indirect financial risks passed through the supply chain and disruptions that could result in increased prices for our products and the resources needed to produce them.
Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions, drought or rising sea levels) or transition risks (such as regulatory or technology changes) are expected to be widespread and unpredictable. Certain impacts of physical risk may include: temperature changes that increase the heating and cooling costs at our facilities; extreme weather patterns that affect the production or sourcing of certain products; flooding and extreme storms that damage or destroy our buildings and inventory; and heat and extreme weather events that cause long-term disruption or threats to the habitability of our customers’ communities. Relative to transition risk, certain impacts may include: changes in energy and commodity prices driven by climate-related weather events; prolonged climate-related events affecting macroeconomic conditions with related effects on consumer spending and confidence; stakeholder perception of our engagement in climate-related policies; and new regulatory requirements resulting in higher compliance risk and operational costs.
Climate change is continuing to receive ever increasing attention worldwide, which could lead to additional legislative and regulatory efforts to increase transparency and standardization of reporting of greenhouse gas emissions, energy policies and renewable energy. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require increased capital expenditures to improve our product portfolio to meet such new laws, regulations and standards.
Our business could be negatively impacted by the public perception of our corporate ESG initiatives and efforts.
In addition to the increased legislative and regulatory attention to climate change, there is a rapidly evolving and increased focus from U.S. and foreign governmental and nongovernmental authorities and from certain investors, customers, consumers, employees and other stakeholders concerning corporate ESG matters. From time to time, we announce certain initiatives which include environmental matters, packaging and waste, responsible sourcing, social investments and inclusion and diversity. We could fail, or be perceived to fail, in our achievement of such initiatives, or we could fail in accurately reporting our progress on such initiatives. Such failures could be due to changes in our business. Moreover, the standards by which ESG initiatives and related efforts are measured are developing and evolving, and certain areas are subject to assumptions, which could change over time. In addition, as the result of such heightened public focus on sustainability matters, we may face increased pressure to provide expanded disclosure, make or expand commitments, set targets, or establish goals and take actions to meet such goals, in connection with such matters. We could also be criticized for the scope of such initiatives or goals or perceived as not acting responsibly in connection with these matters. Any such matters, or related corporate ESG initiatives and efforts, could adversely affect our business, results of operations, cash flows and financial condition.
Risks Related to Technology
Security threats, including physical and cyber-security threats, and unauthorized disclosure of sensitive or confidential information could cause us to incur substantial expenses, result in litigation or other legal actions, adversely affect our operating results, and harm our business and reputation with our consumers.
The protection of Company, customer and employee data is critical to us. Through our sales, marketing activities and use of third-party information, we collect and retain certain personally identifiable information that our customers provide to purchase products, enroll in promotional and loyalty programs, register on our website or otherwise communicate and interact with us. This may include, but is not limited to, names, addresses, phone numbers, driver license numbers, email addresses, contact preferences, personally identifiable information stored on electronic devices and payment account information, including credit and debit card information. We also gather and retain information about our employees in the normal course of business. Furthermore, our online operations depend upon the secure transmission of confidential information over public networks, such as information permitting cashless payments. We rely on commercially available systems, software, tools and monitoring, including those controlled by third-party providers, to provide security for processing, transmission and storage of all such data, including confidential information.
Cyber threats are rapidly evolving and becoming increasingly sophisticated. Ever-evolving threats mean we must continually evaluate and adapt our systems and processes. We have security measures designed to protect against the misappropriation or corruption of our systems, intentional or unintentional disclosure of confidential information or disruption of our operations. Our risk remediation procedures include an annual IT risk assessment based on the SANS Institute Critical Security Controls framework, which prioritizes security functions that are effective against the latest advanced targeted threats while emphasizing security controls that have demonstrated real world effectiveness. While we maintain insurance coverage that may, subject to policy terms and exclusions, cover certain aspects of our cyber risks, such insurance coverage may be insufficient to cover our losses or all types of claims that may arise in the continually evolving area of cyber risk.
These security measures may be compromised as a result of ransomware, third-party breaches, burglaries, cyber-attacks, computer viruses, worms, bot attacks, other destructive or disruptive software, errors or malfeasance by employees or employees of third-party vendors, faulty password management, social engineering, misappropriation by third parties or other irregularity, and result in persons obtaining unauthorized access to our data or accounts, data loss or data theft or alteration. Despite implementing safeguards for the protection of such information, we cannot be certain that all of our systems and those of our vendors and unaffiliated third parties are entirely free from vulnerability to attack or compromise. During the normal course of our business, we and the businesses with which we interact have experienced and we expect to continue to experience attempts to breach our systems. There is no assurance that our security controls and practices will prevent the improper disclosure, access or use of confidential, proprietary or sensitive data, and we may be unable to protect sensitive data and the integrity of our systems or to prevent data loss, data alteration or fraudulent purchases. Moreover, an alleged or actual security breach that affects our systems or results in the unauthorized release of personally identifiable information could:
•materially damage our reputation and negatively affect customer sales, satisfaction and loyalty;
•expose us to negative publicity, individual claims or consumer class actions, administrative, civil or criminal investigations or actions, including liability under privacy, security and consumer protection laws or enforcement actions, fines or regulatory proceedings; and
•cause us to incur substantial costs, including but not limited to, costs associated with remediation for or recovery of stolen assets or information, including ransom costs paid to cyber attackers, costs for sending legally required notifications to customers or other affected individuals, litigation costs, lost revenues resulting from disruption in our systems or business, unauthorized use of proprietary information or the failure to retain or attract customers following an attack, and increased cyber protection costs to guard against opportunities for re-occurrence of the breach.
There are relatively new State Privacy Laws (as defined further below), as well as additional laws that are coming into effect or are contemplated, that could impose additional liability on us for any failure to maintain certain security standards. For example, the California Consumer Privacy Act ("CCPA"), as modified by the California Privacy Rights Act ("CPRA") provides a private right of action to California residents for data breaches.
Problems with our information systems could disrupt our operations and negatively impact our financial results and materially adversely affect our business operations. If services we obtain from third parties are unavailable, disrupted, or fail to meet our standards and expectations, our operations could be adversely affected.
Our information systems, including our back-up systems, are subject to damage or interruption from power outages; computer and telecommunications failures; computer viruses, worms, ransomware, and other malicious computer programs; denial-of-service attacks; security breaches (through cyber-attacks from cyber-attackers or sophisticated organizations); catastrophic events such as fires, tornadoes, earthquakes and hurricanes; and internal usage errors. Additionally, we have adopted a hybrid remote work environment which relies on the efficiency and functionality of our information systems. If our information systems and our back-up systems are damaged, breached or cease to function properly, we may have to make a significant investment to repair or replace them, and we may suffer loss of critical data and interruptions or delays in our business operations. Any material disruption, malfunction or other similar problems in or with our core information systems could negatively impact our financial results and materially adversely affect our business operations.
We rely on third-party systems to support our business, including our use of an independent service provider for electronic payment processing. If any of these systems fail to function properly, it could disrupt our operations, including our ability to track, record and analyze the merchandise that we sell, process shipments of goods, process financial information or credit card transactions, deliver products, pay our associates, engage with customers through customer service or engage in other normal business activities. If we are unable to contract with third parties having the specialized skills needed to support those strategies or integrate their products and services with our business, or if they fail to meet our performance standards and expectations, our reputation and results of operations could be adversely affected.
We are subject to regionalpayment-related risks duethat could increase our operating costs, subject us to potential liability, and potentially disrupt our business.
We collect customer data, including encrypted and tokenized credit card information, in our stores and online. For our sales channels to function successfully, we and third parties involved in processing customer transactions for us must be able to transmit confidential information, including credit card information, securely over public networks. While we have measures in place designed to prevent a breach or unauthorized use or disclosure of customer data and other sensitive personal information, we cannot guarantee that any of our security measures or the security measures of third parties with whom we work will effectively prevent others from obtaining unauthorized access to our stores within the South, Southwest, Mid-Atlanticcustomers’ information or other personally identifiable information. As a retailer accepting debit and Midwest regions of the United States.
Our stores are heavily concentrated in certain regions of the United States. Wecredit cards for payment, we are subject to regional risks,various industry data protection standards and protocols, such as payment network security operating guidelines and the regional economy, weather conditions and natural disasters, increasing costs of electricity, oil and natural gas, as well as government regulations specific inPayment Card Industry Data Security Standard. We cannot be certain that the states and localities within whichsecurity measures we operate. In addition, falling oil prices may adversely affect employment and consumer spending in those states that are within our regions that rely on oil revenues as a significant part of the economies of those states. We sell a significant amount of merchandise that can be adversely affected by significant weather events that postpone the start of or shorten sports seasons or that limit participation of fans and sports enthusiasts.
Unforeseen events, including public health issues and natural disasters such as earthquakes, hurricanes, tornados, snow or ice storms, floods and heavy rains could disrupt our operations or the operationsmaintain to protect all of our suppliers; significantly damageinformation technology systems are able to prevent, contain or destroy our retail locations; prohibit consumersdetect cyber-attacks, cyber terrorism, security breaches or other compromises from traveling to our retail locations;known malware or prevent us from resupplying our storesransomware or wholesale and logistics facility. We believeother threats that we take reasonable precautions to prepare for such events; however, our precautions may not be adequate to deal with such eventsdeveloped in the future. If someone is able to circumvent our data security measures or those of third parties with whom we do business, they could destroy or steal valuable information or disrupt our operations. If such eventsa breach were to occur, customers could lose confidence in areas inour ability to secure their information and choose not to purchase from us. Any unauthorized use of or access to customer information could expose us to data loss or manipulation, litigation and legal liability, and could seriously disrupt operations, negatively impact our marketing capabilities, cause us to incur significant expenses to notify customers of the breach and for other remediation activities, and harm our reputation and brand, any of which we havecould adversely affect our wholesale and logistics facility or a concentration of retail stores, or if they occur during peak shopping seasons, it could have a material adverse effect on our business, financial condition and results of operations.
We sell a significant amount of licensed team sports merchandise, the sale of
In addition, state, federal, and foreign governments are increasingly enacting laws and regulations to protect consumers against identity theft and consumer privacy, which may apply specifically to, or include, payment-related information. Many of these laws and regulations are subject to uncertain application, interpretation or enforcement standards that could result in claims, changes to our business practices, data processing and security systems, penalties, increased operation costs or other impacts on our business. These laws and regulations will likely increase the costs of doing business, and if we fail to implement appropriate procedures, security measures, or detect and provide prompt notice of unauthorized access as required by some of these laws and regulations, we could be subject to fluctuations based onpotential claims for damages and other remedies, government enforcement actions, liability for monetary damages, fines and/or criminal prosecution, all of which could adversely affect our business and results of operations.
Emerging technologies may create disruption to the successretail industry.
New and emerging technology may enable new approaches or failurechoices for how our customers procure goods and services and pay for those goods and services. We may be unable to quickly adapt to rapid change resulting from advancements in artificial intelligence, blockchain and cryptocurrency, Internet of such teams. The poor performance by collegeThings (IoT), including voice and professional sports teams withinsmart home devices, meta verse and other advanced technologies that may result in changes to our core regions of operations, as well as professional team lockouts, could cause our financial results to fluctuate year over year.supply chain, distribution channels and point-of-sale capabilities.
Risks Related to Our Capital Structure
We manage cash and cash equivalents beyond federally insured limits per financial institution and purchase investments not fully guaranteed by the Federal Deposit Insurance Corporation (FDIC), subjecting us to investment and credit availability risks.
We manage cash and cash equivalents in various institutions at levels beyond federally insured limits per institution, and we purchase investments not guaranteed by the FDIC. Accordingly, there is a riskIndebtedness that we will not recovermay incur in the full principal offuture could adversely affect our investments or that their liquidity may be diminished.financial condition, limit our ability to obtain additional financing, restrict our operations and make us more vulnerable to economic downturns and competitive pressures. In an attempt to mitigate this risk, our investment policy emphasizes preservation of principal and liquidity. We cannot be assured thataddition, we will not experience losses on our deposits or investments.
We face risk that our financial institutionsinstitution may fail to fulfill commitments under our committed2021 Credit Facility.
As of January 28, 2023, we had $36.3 million outstanding under our 2021 Credit Facility. The 2021 Credit Facility matures on July 9, 2026 and is unsecured.
On February 28, 2023, we entered into a new unsecured credit facilities.agreement with Regions Bank (the "2023 Credit Facility") that amends and restates the 2021 Credit Facility. The 2023 Credit Facility increases the aggregate principal amount by $35.0 million to $160.0 million and extends the scheduled maturity date to February 28, 2028. In the future, we may borrow amounts under the 2021 Credit Facility to, among other things, provide funding for our operations, stock repurchases, capital expenditures and other cash requirements.
We have financial institutions that areGiven the International Exchange Benchmark Administration’s phase-out of the London Interbank Offering Rate (LIBOR), the variable interest rate under the 2021 Credit Facility and the 2023 Credit Facility is determined based on the Bloomberg Short-Term Bank Yield (BSBY) Index Rate. Changing to an alternate interest index such as BSBY may in the future lead to additional volatility in interest rates and could comparatively increase our debt service obligations.
In addition, Regions Bank is committed to continue providing loans under our revolving credit facilities.the 2023 Credit Facility through February 28, 2028. There is a risk that these institutionsthis institution cannot deliver against these obligationsits obligation in a timely matter, or at all. If the financial institutions that provide these credit facilitiesRegions Bank were to default on theirits obligation to fund the commitments these facilitiesunder the 2023 Credit Facility, this loan would not be available to us, which could adversely affect our liquidity and financial condition. For discussion of our credit facilities,2021 Credit Facility and the 2023 Credit Facility, see "Liquidity“Liquidity and Capital Resources"Resources” in Item 7 and Note 54, Debt, to our consolidated financial statements.
Risks Related to OwnershipThe market price of Ourour Common Stock.Stock may be volatile and ownership of our Common Stock comes with inherent risks.
The market price of our common stock, like the stock market in general, has been and is likely to continue to be highly volatile.volatile, and such volatility could expose us to securities class action litigation. Factors that could cause fluctuationfluctuations in the price of our common stock price may include, among other things:things, actual or anticipated variations in quarterly operating results; changes in financial estimates by investment analysts and our inability to meet or exceed those estimates; additions or departures of key personnel; market rumors or announcements by us or by our competitors of significant acquisitions, divestitures or joint ventures, strategic partnerships, large capital commitments or other strategic initiatives; changes in retail sales data that indicate consumers may spend less on discretionary purchases; and sales of our common stock by key personnel or large institutional holders.
| · | actual or anticipated variations in quarterly operating results; |
| · | changes in financial estimates by investment analysts and our inability to meet or exceed those estimates; |
| · | additions or departures of key personnel; |
| · | market rumors or announcements by us or by our competitors of significant acquisitions, divestitures or joint ventures, strategic partnerships, large capital commitments or other strategic initiatives; |
| · | changes in retail sales data that indicate consumers may spend less on discretionary purchases; and |
| · | sales of our common stock by key personnel or large institutional holders. |
Many of these factors are beyond our control and may cause the market price of our common stock to decline, regardless of our operating performance.
Significant stockholders or potential stockholders may attempt to effect changes or acquire control over our company, which could adversely affect our results of operations and financial condition.Stockholders may from time to time attempt to effect changes, engage in proxy solicitations or advance stockholder proposals. Responding to proxy contests and other actions by activist stockholders can be costly and time-consuming, disrupting our operations and diverting the attention of our Board of Directors and senior management from the daily operations of our business or pursuing our business strategies. As a result, activist stockholder campaigns could adversely affect our results of operations and financial condition.
There can be no assurance that we will continue to repurchase our common stock or that we will repurchase our common stock at favorable prices.
In November 2015,May 2021, our Board of Directors authorized a stock repurchase program (Program) under which we may purchase up to $300.0 millionthe expansion of our outstanding common stock throughRepurchase Program by $500.0 million to a total of $800.0 million, as well as its extending the Repurchase Program to February 2, 2019.1, 2025. The purchases may be made from time to time in the open market (including, without limitation, the use of Rule 10b5-1 plans), depending on a number of factors, including our evaluation of general market and economic conditions, our financial condition and the trading price of our common stock. The Repurchase Program may be extended, modified, suspended or discontinued at any time. We expect to fund the Repurchase Program with existing cash on hand, cash generated from operations, and/or borrowings under our revolving lines of credit.credit facility then in effect. A reduction in, or the completion or expiration of, our Repurchase Program could have a negative effect on our stock price. We can provide no assurance that we will repurchase our common stock at favorable prices, or at all.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (Inflation Reduction Act). The Inflation Reduction Act imposes on a publicly-traded corporation a new, nondeductible excise tax equal to 1% of the fair market value of any stock of the corporation that is repurchased after December 31, 2022 by the corporation during its taxable year. Because this excise tax would be payable by us, and not by a redeeming holder, the imposition of this excise tax could cause a reduction in the cash available on hand to implement the Repurchase Program.
We currently pay a quarterly cash dividend, however, there can be no assurance as to the declaration or amount of future dividends.
We currently pay a quarterly dividend of $0.25 per share. However, any decision to declare and pay dividends in the future, and the amount of any such dividends, will be dependent on a variety of factors, including compliance with Section 170 of the Delaware General Corporation Law; changes to our capital allocation strategy and policies; our results of operation, liquidity and cash flows; contractual restrictions in our debt agreements; economic conditions, other macroeconomic impacts on our business and financial condition, such as inflationary pressure; and other factors the Board of Directors may deem relevant. There can be no assurance that we will continue to declare dividends in any particular amounts or at all, and changes in our dividend policy could adversely affect the market price of our common stock.
Risks Related to Governance, Regulatory, Legislative and Legal Matters.Matters
Provisions in our charter documents and Delaware law might deter acquisition bids for us.
Certain provisions of our certificate of incorporation and bylaws may be deemed to have anti-takeover effects and may discourage, delay or prevent a takeover attempt that a stockholder might consider in its best interest. These provisions, among other things:
•classify our Board of Directors into three classes, each of which serves for different three-year periods;
| · | classify our Board of Directors into three classes, each of which serves for different three-year periods; |
•provide that a director may be removed by stockholders only for cause by a vote of the holders of not less than a majority of our shares entitled to vote; | · | provide that a director may be removed by stockholders only for cause by a vote of the holders of not less than two-thirds of our shares entitled to vote; |
•provide that all vacancies on our Board of Directors, including any vacancies resulting from an increase in the number of directors, may be filled by a majority of the remaining directors, even if the number is less than a quorum; and | · | provide that all vacancies on our Board of Directors, including any vacancies resulting from an increase in the number of directors, may be filled by a majority of the remaining directors, even if the number is less than a quorum; |
•call for a vote of the holders of not less than two-thirds of the shares entitled to vote in order to amend the foregoing provisions and certain other provisions of our certificate of incorporation and bylaws. | · | provide that special meetings of the common stockholders may only be called by the Board of Directors, the Chairman of the Board of Directors or upon the demand of the holders of a majority of the total voting power of all outstanding securities of the Company entitled to vote at any such special meeting; and |
| · | call for a vote of the holders of not less than two-thirds of the shares entitled to vote in order to amend the foregoing provisions and certain other provisions of our certificate of incorporation and bylaws. |
In addition, our Board of Directors, without further action of the stockholders, is permitted to issue and fix the terms of preferred stock, which may have rights senior to those of common stock. We are also subject to the Delaware business combination statute, which may render a change in control of us more difficult. Section 203 of the Delaware General Corporation LawsLaw would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
Changes in federal, state or local laws, or our failure to comply with such laws could increase our expenses and expose us to legal risks. Failure to comply with federal, state or local laws could materially adversely affect our reputation and market position and subject us to legal claims and litigation, cause us to incur substantial additional costs, and materially affect our business and operating results.
Our Company is subject to numerous laws and regulatory matters relating to the conduct of our business. In addition, certain jurisdictions have taken a particularly aggressive stance with respect to certain matters and have stepped up enforcement, including fines and other sanctions. Such laws and regulatory matters include:
•The California Consumer Privacy Act ("CCPA"), which was significantly modified by the California Privacy Rights Act ("CPRA"), new comprehensive privacy legislation in Virginia, Colorado, Connecticut and Utah, each of which go into effect in 2023, and other emerging privacy and IT security laws (together, State Privacy Laws);
| · | The Telephone Consumer Protection Act (TCPA) provisions that regulate telemarketing, auto-dialed and pre-recorded calls as well as text messages and unsolicited faxes; |
•The Telephone Consumer Protection Act ("TCPA") provisions that regulate telemarketing, auto-dialed and pre-recorded calls as well as text messages and unsolicited faxes;•Labor and employment laws that govern employment matters such as minimum wage, exempt employment status, overtime, family leave mandates and workplace safety regulations;
- 18 -•Securities and exchange laws and regulations;
•New or changing laws relating to cyber-security, privacy, cashless payments and consumer credit, protection and fraud; | · | Labor and employment laws that govern employment matters such as minimum wage, exempt employment status, overtime, family leave mandates and workplace safety regulations; |
•New or changing laws and regulations concerning product safety or truth in advertising; | · | Securities and exchange laws and regulations; |
•The Americans with Disabilities Act and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas; | · | •New or changing federal and state immigration laws and regulations; •The Patient Protection and Affordable Care Act provisions; •New or changing environmental regulations, including measures related to climate change and greenhouse gas emissions; •New or changing laws relating to cybersecurity, privacy, cashless payments and consumer credit, protection and fraud; |
| · | New or changing laws and regulations concerning product safety or truth in advertising; |
| · | The Americans with Disabilities Act and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas; |
| · | New or changing federal and state immigration laws and regulations; |
| · | The Patient Protection and Affordable Care Act provisions; |
| · | New or changing environmental regulations, including measures related to climate change and greenhouse gas emissions; and |
| · | New or changing laws relating to state and local taxation and licensing, including sales and use tax laws, withholding taxes and property taxes. |
Our operations will continue to be subject to federal, state and local governmental regulation. Uncertainty with respect to the U.S. presidential administrationtaxation and Congresslicensing, including sales and potential changes that may be made inuse tax laws, regulationswithholding taxes and policies could exacerbate the risks above. property taxes; and
•Regulations administered by various youth sports leagues and organizations.
Changes in domestic policy, including significant changes in tax, trade, healthcare and other laws and regulations could affect our operations. For example, tax proposals may include changes, which could, if implemented, have an adverse or a beneficial impact on our operations, including a "border“border adjustment tax"tax” or new import tariffs, which could adversely affect us because we sell imported products. Proposals to modify or repeal the Patient Protection and Affordable Care Act, if implemented, may also affect us. Unknown matters, new laws and regulations or stricter interpretations of existing laws or regulations may affect our business or operations in the future and could lead to government enforcement and resulting litigation by private litigants. Increasing regulations could expose us to a challenging enforcement environment or to third-party liability (such as monetary recoveries and recoveries of attorney'sattorney’s fees) and could have a material adverse effect on our business and results of operations. In addition, we continue to monitor the Inflation Reduction Act of 2022 and related regulatory developments to evaluate their potential impact on our business, tax rate and financial results.
Our corporate legalLegal department monitors regulatory activity and is active in notifying and updating applicable departments and personnel on pertinent matters and legislation. Our Human Resources (HR) Department("HR") department leads compliance training programs to ensure our field managers are kept abreast of HR-related regulatory activity that affects their areas of responsibility. We believe that we are in substantial compliance with applicable environmental and other laws and regulations, and although no assurances can be given, we do not foresee the need for any significant expenditures in this area in the near future.
Litigation mayWe rely on a variety of direct marketing techniques, including email, text messages and postal mailings. Any new or emerging restrictions in federal or state laws regarding marketing and solicitation or data protection laws that govern these activities could adversely affect the continuing effectiveness of email, text messages and postal mailing techniques and could force changes in our business, financial conditionmarketing strategies. If this occurs, we may need to develop alternative marketing strategies, which may not be as effective and resultscould impact the amount and timing of operations.
Our business is subjectour revenues. Further, any new or emerging privacy laws, or regulations issued under those laws, could include onerous and expensive compliance obligations regarding notice, consent and retention as well as provide new rights for customers such as rights to the risknotification, deletion, amendment, non-discrimination, opt-outs of litigation by employees, consumers, suppliers, competitors, stockholders, government agencies or others through private actions, class actions, administrative proceedings,marketing and sales of data and appeal rights, and such laws and regulations could require us to modify our data processing practices and policies that could lead to regulatory actions or litigation, and potentially fines and damages for non-compliance. The costs of compliance with, and the other litigation. The outcome of litigation, particularly class action lawsuitsburdens imposed by, these and other laws or regulatory actions is difficultmay increase our operational costs and/or affect our customers’ willingness to assess permit us to use and store personal information, and/or quantify. Weaffect our ability to invest in or jointly develop products. In addition, to the extent that new or emerging laws or regulations impact our obligations with respect to our employee data, we may be required to incur losses relatingsubstantial costs to modify our practices.
While we strive to adhere our practices and procedures to these claims,laws, they are subject to evolving regulations, interpretations and regulator discretion. To the extent a regulator or court disagrees with our interpretation of these laws and determines that our
practices are not in addition, these proceedingscompliance with applicable laws and regulations, we could cause usbe subject to incur costscivil and may require us to devote resources to defend against these claimscriminal penalties that could adversely affect our results of operations. For a description of current legal proceedings, see "Part I, Item 3, Legal Proceedings."
Product liability claims or product recalls can adversely affect our business reputation, expose us to lawsuits or increased scrutiny by federal and state regulators and may not be fully covered by insurance.
We sell products, particularly athletic equipment, which entails an inherent risk of product liability and product recall and the resultant adverse publicity. We may be subject to significant claims if the purchase of a defective product from anycontinued operation of our stores causes injury or death. Our merchandise could be subjectbusinesses, including significant legal and financial exposure, damage to a product recall which could reflect negatively on our business reputation. We cannot be assured that product liability claims will not be asserted against us in the future. Any claims made may create adverse publicity that wouldreputation, and have a material adverse effect on our business reputation,operations, financial condition and results of operations.
The State Privacy Laws also provide for civil penalties for violations, and the CCPA and CPRA also provide a private right of action for data breaches that may increase data breach litigation. We may also face audits or investigations by one or more state government agencies relating to our compliance with applicable privacy laws and regulations. We may also be exposed to litigation, regulatory fines, penalties or other sanctions if the personal, confidential or proprietary information of our vendors maintain insurance with respect to certaincustomers is mishandled or misused by any of these risks, including product liability insurance and general liability insurance, butour suppliers, counterparties or other third parties, or if such third parties do not have appropriate controls in many cases such insurance is expensive, difficult to obtain and no assurance can be given that such insurance can be maintained in the future on acceptable terms, or in sufficient amountsplace to protect us against losses due to any such events,personal, confidential or at all. Moreover, even though our insurance coverage may be designed to protect us from losses attributable to certain events, it may not adequately protect us from liability and expenses we incur in connection with such events.proprietary information.
We cannot be assured that we will not experience pressure from labor unions or become the target of labor union campaigns.
While we believe we maintain good relations with our employees, we cannot provide any assurances that we will not experience pressure from labor unions or become the target of labor union campaigns. The potential for unionization could increase in the United States if federal legislation or regulatory changes are adopted that would facilitate labor organization. Significant union representation would require us to negotiate wages, salaries, benefits and other terms with many of our employees collectively and could adversely affect our results of operations by increasing our labor costs or otherwise restricting our ability to maximize the efficiency of our operations.
Changes in rules related to accounting for income taxes, changes in tax laws in any of the jurisdictions in which we operate or adverse outcomes from audits by taxing authorities could result in an unfavorable change in our effective tax rate.
We operate our business in numerous tax jurisdictions. As a result, our effective tax rate is derived from a combination of the federal rate and applicable tax rates in the various states in which we operate. Our effective tax rate may be lower or higher than our tax rates have been in the past due to numerous factors, including the sources of our income and the tax filing positions we take. We base our estimate of an effective tax rate at any given point in time upon a calculated mix of the tax rates applicable to our Company and on estimates of the amount of business likely to be done in any given jurisdiction. Changes in rules related to accounting for income taxes, changes in tax laws in any of the jurisdictions in which we operate, expiration of tax credits formerly available, failure to manage and utilize available tax credits, or adverse outcomes from tax audits that we may be subject to in any of the jurisdictions in which we operate could result in an unfavorable change in our effective tax rate.
Item1B. Unresolved Staff Comments.
None.
We currentlyown our Store Support Center in Birmingham, Alabama, and our wholesale and logistics facility in Alabaster, Alabama. In addition, we lease all of our existing 1,079 store locations and expect that our policy of leasing rather than owning will continue as we continue to expand.for new store openings. Our leases typically provide for terms of five to ten years with options on our part to extend. Most leases also contain a kick-out clause if projected sales levels are not met and an early termination/remedy option if co-tenancy and exclusivity provisions are violated. We believe this leasing strategy enhances our flexibility to pursue various expansion opportunities resulting from changing market conditions and to periodically re-evaluatereevaluate store locations. See "Risk Factors."
As current leases expire, we believe we will either be able to obtain lease renewals for present store locations or to obtain leases for equivalent or better locations in the same general area. Historically, we have not experienced any significant difficulty in either renewing leases for existing locations or securing leases for suitable locations for new stores. We do not anticipate any such difficulties into Fiscal 2019. Based primarily on our belief that we maintain good relations with our landlords, that most of our leases are at approximate market rents and that generally we have been able to secure leases for suitable locations, we believe our lease strategy will not be detrimental to our business, financial condition or results of operations.
We own our corporate office building and our wholesale and logistics facility. We believe our wholesale and logistics facility is suitable and adequate to support our operations for many years. See "Risk Factors."
Store Locations
As of February 3, 2018,January 28, 2023, we operated 1,0791,133 stores in 3536 contiguous states.states, and we opened our first store in Nevada during Fiscal 2023. Of these stores, 211228 are located in enclosed malls, 2734 are free-standing and 841871 are located in strip-shopping centers, which are frequently near a Wal-Mart store. The following shows the number of locations by state as of February 3, 2018:major chain retailer.
| Alabama | | | 93 | | Kentucky | | | 56 | | Oklahoma | | | 40 | |
| Arizona | | | 9 | | Louisiana | | | 61 | | Pennsylvania | | | 9 | |
| Arkansas | | | 42 | | Maryland | | | 5 | | South Carolina | | | 42 | |
| California | | | 6 | | Minnesota | | | 2 | | South Dakota | | | 4 | |
| Colorado | | | 6 | | Mississippi | | | 66 | | Tennessee | | | 67 | |
| Delaware | | | 1 | | Missouri | | | 33 | | Texas | | | 109 | |
| Florida | | | 65 | | Nebraska | | | 10 | | Utah | | | 4 | |
| Georgia | | | 103 | | New Jersey | | | 3 | | Virginia | | | 22 | |
| Illinois | | | 30 | | New Mexico | | | 15 | | West Virginia | | | 9 | |
| Indiana | | | 22 | | New York | | | 3 | | Wisconsin | | | 8 | |
| Iowa | | | 18 | | North Carolina | | | 61 | | Wyoming | | | 2 | |
| Kansas | | | 24 | | Ohio | | | 29 | | TOTAL | | | 1,079 | |
As of March 23, 2018, we operated 1,068 stores in 35 states.
Item 3. Legal Proceedings.
We are a partyInformation relating to variousmaterial legal proceedings incidentalis set forth in Note 9, Commitments and Contingencies, to our business. Where we are able to reasonably estimate an amount of probable lossConsolidated Financial Statements included elsewhere in these matters basedthis Annual Report on known facts, we have accrued that amount as a current liability on our balance sheet. We are not able to reasonably estimate the possible loss or range of loss in excess of the amount accrued for these proceedings based on the information currently available to us, including, among others, (i) uncertainties as to the outcome of pending proceedings (including motionsForm 10-K and appeals) and (ii) uncertainties as to the likelihood of settlement and the outcome of any negotiations with respect thereto. We do not believe that any of these matters will, individually or in the aggregate, have a material effect on our business or financial condition. We cannot give assurance, however, that one or more of these proceedings will not have a material effect on our results of operations for the period in which they are resolved. At February 3, 2018 and January 28, 2017, we estimated that the liability related to these matters was approximately $0.5 million and $0.1 million, respectively, and accordingly, we accrued $0.5 million and $0.1 million, respectively, as a current liability in our consolidated balance sheets.is incorporated herein by reference.
The estimates of our liability for pending and unasserted potential claims do not include litigation costs. It is our policy to accrue legal fees when it is probable that we will have to defend against known claims or allegations and we can reasonably estimate the amount of the anticipated expense.
From time to time, we enter into certain types of agreements that require us to indemnify parties against third-party claims under certain circumstances. Generally, these agreements relate to: (a) agreements with vendors and suppliers under which we may provide customary indemnification to our vendors and suppliers in respect to actions they take at our request or otherwise on our behalf; (b) agreements to indemnify vendors against trademark and copyright infringement claims concerning merchandise manufactured specifically for or on behalf of the Company; (c) real estate leases, under which we may agree to indemnify the lessors from claims arising from our use of the property; and (d) agreements with our directors, officers and employees, under which we may agree to indemnify such persons for liabilities arising out of their relationship with us. We have director and officer liability insurance, which, subject to the policy's conditions, provides coverage for indemnification amounts payable by us with respect to our directors and officers up to specified limits and subject to certain deductibles.
If we believe that a loss is both probable and estimable for a particular matter, the loss is accrued in accordance with the requirements of ASC Topic 450, Contingencies. With respect to any matter, we could change our belief as to whether a loss is probable or estimable, or its estimate of loss, at any time.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Market for
Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The principal market on which our common stock is listed is the Nasdaq Global Select Market. Our common stock is traded on the NASDAQ Global Select Market (NASDAQ/GS)trades under the symbol HIBB. The following table sets forth, for the periods indicated, the high and low sales prices of shares of our Common Stock as reported by NASDAQ.
Fiscal 2018: | | High | | | Low | |
| First Quarter ended April 29, 2017 | | $ | 33.70 | | | $ | 25.90 | |
| Second Quarter ended July 29, 2017 | | $ | 25.70 | | | $ | 15.25 | |
| Third Quarter ended October 28, 2017 | | $ | 15.60 | | | $ | 13.40 | |
| Fourth Quarter ended February 3, 2018 | | $ | 24.95 | | | $ | 12.80 | |
| | | | | | | | | |
Fiscal 2017: | | High | | | Low | |
| First Quarter ended April 30, 2016 | | $ | 36.37 | | | $ | 32.07 | |
| Second Quarter ended July 30, 2016 | | $ | 36.67 | | | $ | 34.92 | |
| Third Quarter ended October 29, 2016 | | $ | 41.63 | | | $ | 33.64 | |
| Fourth Quarter ended January 28, 2017 | | $ | 45.80 | | | $ | 32.70 | |
| | | | | | | | | |
On March 23, 2018, the last reported sale price for our common stock as quoted by NASDAQ was $22.20 per share.“HIBB.” As of March 23, 2018,20, 2023, we had 12nine stockholders of record.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
The graph below matches Hibbett Sports, Inc.'scompares the cumulative 5-Yearfive-year total shareholder return on our common stock with the cumulative total returns of the NASDAQNasdaq Composite index, the Nasdaq Retail Trade index and the NASDAQ Retail Trade index.Dow Jones US Specialty Retailers TSM Index. The graph tracks the five-year performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 1/31/2013January 31, 2018 to 1/31/2018.January 31, 2023.
In Fiscal 2023, we added the Dow Jones Specialty Retailers TSM index as the Nasdaq Retail Trade index is not a widely recognized, easily accessible index and is being discontinued.
| | | | | | | |
| | 1/13 | 1/14 | 1/15 | 1/16 | 1/17 | 1/18 |
| Hibbett Sports, Inc. | 100.00 | 113.96 | 89.33 | 61.07 | 62.67 | 42.92 |
| NASDAQ Composite | 100.00 | 133.35 | 152.66 | 153.70 | 187.33 | 249.85 |
| NASDAQ Retail Trade | 100.00 | 127.83 | 143.03 | 175.90 | 212.73 | 315.35 |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| 1/18 | 1/19 | 1/20 | 1/21 | 1/22 | 1/23 |
| Hibbett, Inc. | 100.00 | 72.30 | 109.65 | 249.78 | 275.29 | 301.67 |
| Nasdaq Composite | 100.00 | 99.32 | 126.17 | 181.79 | 199.33 | 163.55 |
| Nasdaq Retail Trade | 100.00 | 106.44 | 124.08 | 195.39 | 185.75 | 145.31 |
| Dow Jones US Specialty Retailers TSM | 100.00 | 109.82 | 120.32 | 178.12 | 173.95 | 164.47 |
Copyright© 2023 S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved.
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Dividend Policy. We have never declared or paid any dividends on our common stock. We
While we currently intendpay a quarterly dividend of $0.25 per share and expect to retain our future earnings to finance the growth and development of our business and for our stock repurchase program, and therefore do not anticipate declaring or payingpay comparable cash dividends on our common stockin the future, the declaration of dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are subject to the foreseeable future. Any future decision to declare or pay dividends will be at the discretionfinal determination of our Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as our Board of Directors deems relevant. There can be no
assurance that we will continue to declare dividends in any particular amounts or at all, and changes in our dividend policy could adversely affect the market price of our common stock.
Equity Compensation Plans.
For information on securities authorized for issuance under our equity compensation plans, see "PartPart III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."Matters.”
Issuer Repurchases of Equity Securities
The following table presents our stock repurchase activity for the fourteenthirteen weeks ended February 3, 2018 (1):
| Period | | Total Number of Shares Purchased | | | Average Price per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | Approximate Dollar Value of Shares that may yet be Purchased Under the Programs (in thousands) | |
| October 29, 2017 to November 25, 2017 | | | 452,633 | | | $ | 13.36 | | | | 452,633 | | | $ | 207,368 | |
| November 26, 2017 to December 30, 2017 | | | 124,263 | | | $ | 20.43 | | | | 124,200 | | | $ | 204,830 | |
| December 31, 2017 to February 3, 2018 | | | 34,700 | | | $ | 21.28 | | | | 34,700 | | | $ | 204,092 | |
| Total | | | 611,596 | | | $ | 15.25 | | | | 611,533 | | | $ | 204,092 | |
January 28, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | Total Number
of Shares
Purchased | | Average
Price Paid per
Share | | Total Number of Shares Purchased as Part of Publicly Announced Programs(1) | | Approximate Dollar
Value of Shares that
may yet be
Purchased Under the
Programs (in
thousands) |
| October 30, 2022 to November 26, 2022 | | — | | — | | — | | $330,062 |
| November 27, 2022 to December 31, 2022 | | — | | — | | — | | $330,062 |
| January 1, 2023 to January 28, 2023 | | 5,357 | | $68.22 | | — | | $330,062 |
| Total | | 5,357 | | $68.22 | | — | | | $330,062 |
(1) In November 2015, theMay 2021, our Board of Directors authorized a an expansion of the Repurchase Program by $500.0 million to $800.0 million and extended the date through February 1, 2025. The expansion of the Repurchase Program was announced on May 28, 2021. See Note 7, Stock Repurchase Program, of $300.0 million to repurchase our common stock through February 2, 2019 that replaced an existing authorization. See Note 1, "Stock Repurchase Program." Item 6. Selected Consolidated Financial Data.
| (In thousands, except per share amounts) | |
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | | | January 31, 2015 | | | February 1, 2014 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | | | (52 weeks) | | | (52 weeks) | |
Statement of Operations Data: | | | | | | | | | | | | | | | |
| Net sales | | $ | 968,219 | | | $ | 972,960 | | | $ | 943,104 | | | $ | 913,486 | | | $ | 851,965 | |
| Cost of goods sold | | | 655,502 | | | | 634,364 | | | | 610,389 | | | | 586,702 | | | | 542,700 | |
| Gross margin | | | 312,717 | | | | 338,596 | | | | 332,715 | | | | 326,784 | | | | 309,265 | |
| Store operating, selling and administrative expenses | | | 231,832 | | | | 222,785 | | | | 203,673 | | | | 192,648 | | | | 181,527 | |
| Depreciation and amortization | | | 24,207 | | | | 19,047 | | | | 17,038 | | | | 15,990 | | | | 13,847 | |
| Operating income | | | 56,678 | | | | 96,764 | | | | 112,004 | | | | 118,146 | | | | 113,891 | |
| Interest expense, net | | | 231 | | | | 268 | | | | 292 | | | | 293 | | | | 188 | |
| Income before provision for income taxes | | | 56,447 | | | | 96,496 | | | | 111,712 | | | | 117,853 | | | | 113,703 | |
| Provision for income taxes | | | 21,417 | | | | 35,421 | | | | 41,184 | | | | 44,269 | | | | 42,826 | |
| ��Net income | | $ | 35,030 | | | $ | 61,075 | | | $ | 70,528 | | | $ | 73,584 | | | $ | 70,877 | |
| | | | | | | | | | | | | | | | | | | | | |
| Basic earnings per share | | $ | 1.72 | | | $ | 2.75 | | | $ | 2.95 | | | $ | 2.90 | | | $ | 2.74 | |
| Diluted earnings per share | | $ | 1.71 | | | $ | 2.72 | | | $ | 2.92 | | | $ | 2.87 | | | $ | 2.70 | |
| Basic weighted average shares outstanding | | | 20,347 | | | | 22,240 | | | | 23,947 | | | | 25,369 | | | | 25,870 | |
| Diluted weighted average shares outstanding | | | 20,450 | | | | 22,427 | | | | 24,129 | | | | 25,620 | | | | 26,266 | |
Note: No dividends have been declared or paid.
Item 6. Reserved.
| (In thousands, except Other Data amd Selected Store Data) | |
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | | | January 31, 2015 | | | February 1, 2014 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | | | (52 weeks) | | | (52 weeks) | |
Other Data: | | | | | | | | | | | | | | | |
| Net sales (decrease) increase | | | -0.5 | % | | | 3.2 | % | | | 3.2 | % | | | 7.2 | % | | | 4.1 | % |
| Comparable store sales | | | -3.8 | % | | | 0.2 | % | | | -0.4 | % | | | 2.9 | % | | | 1.8 | % |
| Gross margin (as a % to net sales) | | | 32.3 | % | | | 34.8 | % | | | 35.3 | % | | | 35.8 | % | | | 36.3 | % |
| Store operating, selling and administrative expenses (as a % to net sales) | | | 23.9 | % | | | 22.9 | % | | | 21.6 | % | | | 21.1 | % | | | 21.3 | % |
| Depreciation and amortization (as a % to net sales) | | | 2.5 | % | | | 2.0 | % | | | 1.8 | % | | | 1.8 | % | | | 1.6 | % |
| Provision for income taxes (as a % to net sales) | | | 2.2 | % | | | 3.6 | % | | | 4.4 | % | | | 4.8 | % | | | 5.0 | % |
| Net income (as a % to net sales) | | | 3.6 | % | | | 6.3 | % | | | 7.5 | % | | | 8.1 | % | | | 8.3 | % |
| | | | | | | | | | | | | | | | | | | | | |
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 73,544 | | | $ | 38,958 | | | $ | 32,274 | | | $ | 88,397 | | | $ | 66,227 | |
| Average inventory per store | | $ | 235 | | | $ | 260 | | | $ | 271 | | | $ | 243 | | | $ | 244 | |
| Working capital | | $ | 231,207 | | | $ | 242,192 | | | $ | 225,178 | | | $ | 253,373 | | | $ | 232,235 | |
| Total assets | | $ | 461,846 | | | $ | 458,854 | | | $ | 442,372 | | | $ | 452,397 | | | $ | 416,345 | |
| Long-term capital lease obligations | | $ | 2,522 | | | $ | 2,857 | | | $ | 3,149 | | | $ | 3,029 | | | $ | 2,889 | |
| Stockholders' investment | | $ | 319,596 | | | $ | 334,040 | | | $ | 310,846 | | | $ | 324,781 | | | $ | 304,023 | |
| Treasury shares repurchased | | | 2,843 | | | | 1,236 | | | | 2,236 | | | | 1,206 | | | | 366 | |
| Cost of treasury shares purchased | | $ | 54,506 | | | $ | 43,058 | | | $ | 91,332 | | | $ | 60,971 | | | $ | 20,095 | |
| | | | | | | | | | | | | | | | | | | | | |
Selected Store Data: | | | | | | | | | | | | | | | | | | | | |
| Stores open at beginning of period | | | 1,078 | | | | 1,044 | | | | 988 | | | | 927 | | | | 873 | |
| New stores opened | | | 44 | | | | 65 | | | | 71 | | | | 80 | | | | 72 | |
| Stores closed | | | (43 | ) | | | (31 | ) | | | (15 | ) | | | (19 | ) | | | (18 | ) |
| Stores open at end of period | | | 1,079 | | | | 1,078 | | | | 1,044 | | | | 988 | | | | 927 | |
| | | | | | | | | | | | | | | | | | | | | |
| Stores expanded during the period | | | 11 | | | | 8 | | | | 16 | | | | 9 | | | | 14 | |
| Estimated square footage at end of period | | | 6,140 | | | | 6,141 | | | | 5,974 | | | | 5,649 | | | | 5,331 | |
Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations. | |
General Overview
Hibbett Sports, Inc. is a leading athletic-inspired fashion retailer primarily located in small and mid-sizedAs you read the MD&A, please refer to our consolidated financial statements, included in Part II. Item 8., Consolidated Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See Cautionary Statement Regarding Forward-Looking Statements and Part I, Item 1A., Risk Factors.
General Overview
We are a leading athletic-inspired fashion retailer primarily located in underserved communities across the country. Founded in 1945, Hibbett stores have a rich history of convenient locations, personalized customer service and access to coveted footwear and apparel from top brands like Nike, Jordan, and adidas. As of January 28, 2023, we operated a total of 1,133 retail stores in 36 states composed of 932 Hibbett stores, 185 City Gear stores and 16 Sports Additions athletic shoe stores.
Our Hibbett stores average 5,800 square feet and are located primarily in strip centers, which are usually near a major chain retailer. Our City Gear stores average 5,200 square feet and are located primarily in strip centers. Our Sports Additions stores average 2,900 square feet with the majority located in malls and usually near a Hibbett store. Our store base consisted of 871 stores located in strip centers, 34 free-standing stores and 228 enclosed mall locations as of January 28, 2023.
We operate on a 52- or 53-week fiscal year ending on the Saturday nearest to January 31 of each year. The consolidated statements of operations for Fiscal 2023, Fiscal 2022 and Fiscal 2021 all included 52 weeks of operations. Fiscal 2024 will include 53 weeks of operations.
Our merchandising emphasizes a TOE-TO-HEAD® approach. We provide a broad assortment of premium brand name footwear, apparel, accessories and team sports equipment at competitive prices in a full service omni-channel environment. We believe that the assortment of brand name merchandise we offer consistently exceeds the merchandise selection carried by most of our
competitors, particularly in our underserved markets and neighborhood centers. Many of these brand name products have limited availability and/or are technical in nature requiring considerable sales assistance. We coordinate with our vendors to educate our sales staff at the store level on new products and trends.
Comparable Store Sales - Stores deemed as comparable stores include our Hibbett, City Gear and Sports Additions stores open throughout the reporting period and the corresponding fiscal period referenced, and e-commerce sales. We consider comparable store sales to be a key indicator of our current performance; measuring the growth in sales and sales productivity of existing stores. Management believes that positive comparable store sales contribute to greater leveraging of operating costs, particularly payroll and occupancy costs, while negative comparable store sales contribute to deleveraging of costs. Comparable store sales also have a direct impact on our total net sales and the level of cash flow.
If a store remodel, relocation or expansion results in the store being closed for a significant period, its sales are removed from the comparable store sales base until it has been open a full 12 months. In addition, rebranded stores are treated as new stores and are not presented in comparable store sales until they have been open a full 12 months under the new brand.
In addition to e-commerce sales, we included the following number of stores in comparable store sales:
| | | | | | | | | | | | | | |
| Fiscal 2023 | | Fiscal 2022 | | Fiscal 2021 |
| 1,055 | | 1,034 | | 1,015 |
Executive Summary
Following is a highlight of our financial results over the last three fiscal years:
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal 2023
(52-weeks) | | Fiscal 2022
(52-weeks) | | Fiscal 2021
(52-weeks) |
| Net sales (in millions) | | $ | 1,708 | | | $ | 1,691 | | | $ | 1,420 | |
| Operating income, percentage to net sales | | 9.9 | % | | 13.5 | % | | 6.9 | % |
| Comparable store sales | | (2.2) | % | | 17.4 | % | | 22.2 | % |
| Net income (in millions) | | $ | 128 | | | $ | 174 | | | $ | 74 | |
| Net income, percentage (decrease) increase | | (26.5) | % | | 134.7 | % | | 171.6 | % |
| Diluted earnings per share | | $ | 9.62 | | | $ | 11.19 | | | $ | 4.36 | |
During Fiscal 2023, we opened 43 stores, including our first stores in Nevada, and closed six stores. The store base stands at 1,133 in 36 states as of January 28, 2023. Included in the number of new stores and closed stores is one Hibbett store rebranded and opened as a City Gear store. During Fiscal 2022, we opened 36 stores and closed seven stores. Included in the number of new stores and closed stores have a rich history of convenient locations, personalized customer service and access to coveted footwear, apparel and equipment from top brands like Nike, Under Armour and Adidas. Consumers can browse styles, find new releases or shop looks by visiting their nearest store or by visiting www.Hibbett.com. Follow us @HibbettSports. We became a public company in October 1996. As of February 3, 2018, we operated a total of 1,079 retail stores in 35 states composed of 1,060 Hibbett Sports stores and 19 Sports Additions athletic shoe stores.
The Hibbett Sports store is our primary retail format and is an approximately 5,000 square foot store located primarily in strip centers which are usually near a major chain retailer such as a Wal-Mart store. Our Hibbett Sports store base consisted of 841 stores located in strip centers, 27 free-standing stores and 211 enclosed mall locations as of February 3, 2018.
Hibbett operates on a 52- or 53-week fiscal year ending on the Saturday nearest to January 31 of each year. The consolidated statements of operations for Fiscal 2018 included 53 weeks of operations while the consolidated statements of operations for Fiscal 2017 and Fiscal 2016 included 52 weeks of operations. Fiscal 2019 will include 52 weeks of operations.
Executive Summary
Following is a highlight of our financial results over the last three fiscal years:
| | | Fiscal 2018 | | | Fiscal 2017 | | | Fiscal 2016 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | |
| Net sales (in millions) | | $ | 968.2 | | | $ | 973.0 | | | $ | 943.1 | |
| Operating income, percentage to net sales | | | 5.9 | % | | | 10.0 | % | | | 11.9 | % |
| Comparable store sales | | | -3.8 | % | | | 0.2 | % | | | -0.4 | % |
| Net income (in millions) | | $ | 35.0 | | | $ | 61.1 | | | $ | 70.5 | |
| Net income, percentage (decrease) increase | | | -42.6 | % | | | -13.4 | % | | | -4.2 | % |
| Diluted earnings per share | | $ | 1.71 | | | $ | 2.72 | | | $ | 2.92 | |
During Fiscal 2018, Hibbett opened 44 new stores and closed 43 underperforming stores, bringing the store base to 1,079 in 35 states as of February 3, 2018. Inventory on a per store basis at February decreased by 9.9% compared to the prior fiscal year. Hibbett ended Fiscal 2018 with $73.5 million of available cash and cash equivalents on the consolidated balance sheet and full availability under its $60.0 million unsecured credit facilities.
Due to the 53rd week in Fiscal 2018, each quarter in Fiscal 2019 starts one week later than the same quarter in Fiscal 2018. The charts below present comparable store sales and net sales for Fiscal 2018 as originally reported and as adjusted to represent the same 13-week period as the Fiscal 2019 quarters:
| | | Fiscal 2018 | |
| | | First Quarter | | | Second Quarter | | | Third Quarter | | | Fourth Quarter | | | Full Year | |
| Comparable store sales increase (originally reported) | | | -4.9% | | | | -11.7% | | | | -1.3% | | | | 1.6% | | | | -3.8% | |
| Comparable store sales increase (adjusted for week shift) | | | -4.8% | | | | -11.0% | | | | 0.3% | | | | 1.0% | | | | -3.6% | |
| Impact of week shift | | | 0.1% | | | | 0.7% | | | | 1.6% | | | | -0.6% | | | | 0.2% | |
| | | | | | | | | | | | | | | | | | | | | |
| | | Fiscal 2018 | |
| | | First Quarter | | | Second Quarter | | | Third Quarter | | | Fourth Quarter | | | Full Year | |
| Net sales (originally reported) | | $ | 275.7 | | | $ | 188.0 | | | $ | 237.8 | | | $ | 266.7 | | | $ | 968.2 | |
| Net sales (adjusted for week shift) | | $ | 275.2 | | | $ | 206.0 | | | $ | 220.6 | | | $ | 265.8 | | | $ | 967.6 | |
| Impact of week shift | | $ | (0.5) | | | $ | 18.0 | | | $ | (17.2) | | | $ | (0.9) | | | $ | (0.6) | |
For Fiscal 2018, total company-wide square footage was flat. Our plan for Fiscal 2019 is to decrease total company-wide square footage by approximately 2.0% as we continue to optimize our store base and maximize return on invested capital. To supplement new store openings, we continue to expand high performing stores, increasing the square footage in 11 existing stores in Fiscal 2018 for an average increase in square footage of 33.0%.
In Fiscal 2018, comparable store sales decreased 3.8%, although footwear experienced a low-single digit comparable store sales gain. For Fiscal 2019, comparable store sales are expected to be in the range of -1.0% to 2.0%. We expect overall gross margin rate to increase from 70 to 100 basis points, driven by improvement in merchandise margin as a result of an improved inventory position. Logistics expenses are expected to increase slightly as a percentage of net sales due to increased fulfillment costs, while store occupancy expenses are expected to be relatively flat as a percentage of net sales.
We expect operating, selling and administrative expenses to increase as a percentage of net sales in Fiscal 2019. This is primarily due to increased operational and marketing costs associated with our e-commerce business, investments made in our people and omni-channel initiative, and higher compensation costs associated with more normalized incentive compensation. We believe these expenses will help us grow and will strengthen our competitive position for the long term. We also expect to continue to generate sufficient cash to enable us to expand and remodel our store base, to enable capital expenditures including technology upgrade projects and to repurchase our common stock under our stock repurchase program.
Comparable store sales data for the periods presented reflects sales for our traditional format Hibbett Sports and Sports Additions stores open throughout the period and the corresponding period of the prior fiscal year, and e-commerce sales. If a store remodel, relocation or expansion results in the store being closed for a significant period of time, its sales are removed from the comparable store sales base until it has been open a full 12 months.
Recent Accounting Pronouncements
See Note 2 of Item 8 of this Annual Report on Form 10-K for the fiscal year ended February 3, 2018, for information regarding recent accounting pronouncements.
Results of Operations
The following table sets forth the percentage relationship to net sales of certain items included in our consolidated statements of operations for the periods indicated.
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | |
| Net sales | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
| Cost of goods sold | | | 67.7 | | | | 65.2 | | | | 64.7 | |
| Gross margin | | | 32.3 | | | | 34.8 | | | | 35.3 | |
| | | | | | | | | | | | | |
| Store operating, selling and administrative expenses | | | 23.9 | | | | 22.9 | | | | 21.6 | |
| Depreciation and amortization | | | 2.5 | | | | 2.0 | | | | 1.8 | |
| Operating income | | | 5.9 | | | | 10.0 | | | | 11.9 | |
| | | | | | | | | | | | | |
| Interest (expense) income, net | | | - | | | | - | | | | - | |
| Income before provision for income taxes | | | 5.8 | | | | 9.9 | | | | 11.9 | |
| | | | | | | | | | | | | |
| Provision for income taxes | | | 2.2 | | | | 3.6 | | | | 4.4 | |
| Net income | | | 3.6 | % | | | 6.3 | % | | | 7.5 | % |
Note: Columns may not sum due to rounding.
Fiscal 2018 Compared to Fiscal 2017
Net sales. Net sales decreased $4.8 million, or 0.5%, to $968.2 million for Fiscal 2018 from $973.0 million for Fiscal 2017. Furthermore:
| · | We opened 44 Hibbett Sports stores while closing 43 underperforming Hibbett Sports stores for net addition of 1 store in Fiscal 2018.2022 is one Sports Additions store rebranded and opened as a Hibbett store. Inventory on a per store basis increased 84.0% compared to Fiscal 2022 as we were able to bring our inventory balance to a level that better supported our sales growth despite continuing supply chain constraints.We ended Fiscal 2023 with $16.0 million of available cash and cash equivalents on the consolidated balance sheet and had $36.3 million outstanding and $88.7 million remaining under our $125.0 million 2021 Credit Facility at January 28, 2023. Subsequent to the end of Fiscal 2023, on February 28, 2023, we entered into a new $160 million unsecured credit facility. See Note 4, Debt, of Item 8, Consolidated Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for the fiscal year ended January 28, 2023, for additional information. For Fiscal 2023, total company-wide square footage increased 3.6%. To supplement new store openings, we continued to expand high performing stores, increasing the square footage by an average of 38.0% in 10 existing stores in Fiscal 2023.
In Fiscal 2023, comparable store sales decreased 2.2%.
Recent Accounting Pronouncements See Note 2, Recent Accounting Pronouncements, of Item 8, Consolidated Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for the fiscal year ended January 28, 2023, for information regarding recent accounting pronouncements. Results of Operations The following table sets forth the percentage relationship to net sales of certain items included in our consolidated statements of operations for the periods indicated. | | | | | | | | | | | | | | | | | | | | Fiscal Year Ended | | | January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | January 30,
2021
(52-weeks) | | Net sales | 100.0 | % | | 100.0 | % | | 100.0 | % | | Cost of goods sold | 64.8 | | | 61.8 | | | 64.5 | | | Gross margin | 35.2 | | | 38.2 | | | 35.5 | | | Store operating, selling and administrative ("SG&A) expenses | 22.8 | | | 22.6 | | | 26.5 | | | Depreciation and amortization | 2.6 | | | 2.1 | | | 2.1 | | | Operating income | 9.9 | | | 13.5 | | | 6.9 | | | Interest income (expense), net | (0.1) | | | — | | | — | | | Income before provision for income taxes | 9.8 | | | 13.5 | | | 6.9 | | | Provision for income taxes | 2.3 | | | 3.2 | | | 1.7 | | | Net income | 7.5 | % | | 10.3 | % | | 5.2 | % |
Note: Columns may not sum due to rounding.
A discussion regarding our financial condition and results of operations for the year ended January 28, 2023, or Fiscal 2023," compared to the year ended January 29, 2022, or Fiscal 2022," is presented below.
Fiscal 2023 Compared to Fiscal 2022
Net Sales
Net sales for Fiscal 2023 increased $17.1 million, or 1.0%, to $1.71 billion from $1.69 billion for Fiscal 2022. For Fiscal 2023, 1,055 stores were included in the comparable store sales comparison. Stores not in the comparable store net sales calculation accounted for $53.4$91.7 million of net sales. We expanded 11 high performing stores. |
| · |
Comparable store net sales for Fiscal 2018 decreased 3.8%2.2% compared to Fiscal 2017. |
During Fiscal 2018, 968 stores were included in the comparable store sales comparison. Comparable store net sales were driven by gains in footwear, offset by declines in apparel and equipment. Significant increases were achieved in basketball and lifestyle footwear, while accessories, socks, hydration, college apparel, women's activewear and performance running footwear experienced significant declines. In Fiscal 2018, we saw an increase in average ticket and a slight decrease in items per transaction.
Gross margin. Cost of goods sold includes the cost of merchandise, occupancy costs for stores, occupancy and operating costs for our wholesale and logistics facility and ship-to-home freight. Gross margin was $312.7 million, or 32.3% of net sales, in Fiscal 2018, compared with $338.6 million, or 34.8% of net sales, in Fiscal 2017. Furthermore:
2022, but increased by 40.9% compared to the year ended February 1, 2020 ("Fiscal 2020"), the most relevant comparable period prior to the COVID-19 pandemic. Brick and mortar comparable sales decreased 4.9% and e-commerce sales increased 14.0% compared to Fiscal 2022. In relation to Fiscal 2020, brick and mortar comparable sales increased 31.5% and e-commerce sales grew 115.5%. E-commerce represented 15.6% of total net sales in Fiscal 2023, compared to 13.8% in Fiscal 2022, and 10.4% in Fiscal 2020.
| · | Merchandise
Gross Margin
Cost of goods sold includes the cost of merchandise, the related inbound and outbound freight expense, occupancy costs for stores and occupancy and operating costs for our wholesale and logistics facility.
Gross margin was $601.9 million, or 35.2% of net sales, in Fiscal 2023, compared with $646.4 million, or 38.2% of net sales, in Fiscal 2022. The approximate 300 basis point decline was primarily due to: •lower average product margin of approximately 195 basis points, mainly due to promotional activity focused primarily in apparel and a higher mix of e-commerce sales which carry a lower margin than brick and mortar sales; •increased cost of freight and transportation costs of approximately 65 basis points driven by higher fuel costs and an increase in our e-commerce mix; and •deleverage of store occupancy costs of approximately 65 basis points mainly due to higher utility and store security
costs.
These unfavorable impacts to gross margin decreased 258were partially offset by expense leverage of approximately 25 basis points in our logistics operations.
SG&A Expenses
SG&A expenses were $389.6 million, or 22.8% of net sales, for Fiscal 2023, compared with $382.4 million, or 22.6% of net sales, for Fiscal 2022. The approximate 20 basis point increase is primarily the result of deleverage from wages and related employee benefits.
Depreciation and amortization
Depreciation and amortization of $43.9 million increased approximately 45 basis points as a percentage of net sales for Fiscal 2023 compared to Fiscal 2022. The increase in dollars year-over-year was primarily due to promotional markdowns, the introduction of e-commerce salesincreased capital investment, reflecting our ongoing commitment to invest in organic growth opportunities and a one-time charge of approximately $0.9 million to establish a reserve against the inventory of our Team business. |
infrastructure improvement projects. | · | Wholesale
Provision for income taxes
The combined federal, state and logistics expense increased eight basis pointslocal effective income tax rate as a percentage of pre-tax income was 23.3% for Fiscal 2023 and 23.5% for Fiscal 2022. The effective income tax rate fluctuates year-over-year primarily from the impact of income tax credits or discrete items, including the amount of equity compensation deductions year-over-year which are affected by our stock price. Fiscal 2022 Compared to Fiscal 2021 For a comparison of our results for Fiscal 2022 to Fiscal 2021, and other financial information related to Fiscal 2021, refer to our Annual Report on Form 10-K for the year ended January 29, 2022, filed with the SEC on March 25, 2022. Liquidity and Capital Resources Macroeconomic Factors
We continue to monitor the impacts of inflation, wage pressures, higher interest rates, a more cautious consumer and geopolitical conflicts on our business. The positive sales impact of pandemic-related stimulus payments and incremental unemployment benefits in the previous two fiscal years began moderating in the fourth quarter of Fiscal 2022. These factors have had very little impact on Fiscal 2023 results. We have experienced significant input cost inflation for commodities, fuel, freight and transportation, and wages in Fiscal 2023.
Analysis of Cash Flows
Our capital requirements relate primarily to funding capital expenditures, stock repurchases, dividends, the maintenance of facilities and systems to support company growth and working capital requirements. Our working capital requirements are somewhat seasonal in nature and typically increase as we approach our three main selling seasons. The tax season occurs primarily in February and March. The back-to-school season typically starts in late July and runs into August. The holiday season traditionally begins in November and continues through the month of December. Historically, we have funded our cash requirements primarily through our cash flow from operations and from borrowings under our credit facility in effect.
We believe that our existing cash balances, expected cash flow from operations, funds available under existing credit facilities, operating and finance leases and normal trade credit will be sufficient to fund our operations and capital expenditures for the next 12 months and for the foreseeable future. We are not aware of any trends or events that would materially affect our capital requirements or liquidity.
Our consolidated statements of cash flows are summarized as follows (in thousands):
| | | | | | | | | | | | | | | | | | | Fiscal Year Ended | | January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | January 30,
2021
(52-weeks) | | Net cash provided by operating activities | $ | 77,043 | | | $ | 159,488 | | | $ | 197,716 | | | Net cash used in investing activities | (63,170) | | | (70,161) | | | (32,970) | | | Net cash used in financing activities | (14,912) | | | (281,563) | | | (21,534) | | | Net (decrease) increase in cash and cash equivalents | $ | (1,039) | | | $ | (192,236) | | | $ | 143,212 | |
Operating Activities. Cash flow from operations is seasonal in our business. Typically, we use cash flow from operations to increase inventory in advance of peak selling events including the spring sales period, the late summer back-to-school shopping season and the traditional winter holidays. Inventory levels are reduced in connection with higher sales during the peak selling seasons and this inventory reduction, combined with proportionately higher net sales due to increased data processing costs associatedincome, typically produces a positive cash flow.
Net cash provided by operating activities was $77.0 million for the 52-weeks ended January 28, 2023 compared with our omni-channel initiativenet cash provided by operating activities of $159.5 million and increased transportation costs. |
| · | Store occupancy expense decreased 17 basis points as a percentage$197.7 million for the 52-weeks ended January 29, 2022 and January 30, 2021, respectively. Operating activities consist primarily of net sales mainly due to savings realizedincome adjusted for certain non-cash items and changes in utility costs resulting from cost savings initiatives. |
Store operating, selling and administrative expenses. Store operating, selling and administrative expenses were $231.8 million, or 23.9% of net sales, for Fiscal 2018, compared with $222.8 million, or 22.9% of net sales, for Fiscal 2017. Furthermore:
| · | Total salaryoperating assets and benefit costs increased 67 basis pointsliabilities as a percentage of net sales due to de-leverage associated with lower comparable store sales and hiring to support our e-commerce business. |
| · | Expenses associated with our omni-channel initiative increased 82 basis points as a percentage of net sales due to the launch of our e-commerce business and on-going operational and marketing costs to support the e-commerce business. |
| · | Overall expenses decreased 32 basis points due to a $3.1 million one-time gain resulting from the sale of the Company's Team Division. |
| · | Credit card fees decreased 21 basis points mainly due to the implementation of EMV chip technology in our stores. |
| · | We expect overall store operating, selling and administrative expenses to increase as a percentage of net sales in Fiscal 2019 due to continued investments related to our omni-channel initiative, operational and marketing costs associated with our e-commerce business, and higher compensation costs to remain competitivenoted in the marketplace. |
Depreciation and amortization. Depreciation and amortization as a percentage of net sales was 2.5% of net sales in Fiscal 2018 and 2.0% of net sales in Fiscal 2017. In Fiscal 2018, depreciation expense increased due to the addition of new stores and the capitalization of omni-channel and other IT investments. We expect depreciation expense to be relatively flat as a percentage of net sales in Fiscal 2019.
Provision for income taxes. The combined federal, state and local effective income tax rate as a percentage of pre-tax income was 37.9% for Fiscal 2018 and 36.7% for Fiscal 2017. The increase in rate was primarily due to an accounting standards change (ASU 2016-09) for stock-based compensation. This new accounting standard stipulates that the income tax effect of fluctuations in the value of stock-based awards between the grant date and vesting date are to be recorded directly to income tax expense. In the past, this effect was recorded directly to equity. This change primarily affects the first quarter due to timing of stock-based awards. For Fiscal 2019, we expect our federal effective income tax rate to decline mainly due to the Tax Cuts and Jobs Act, which lowered our federal income tax rate from 35% to 21%. We do not expect major changes in our state and local income tax rates.
Fiscal 2017 Compared to Fiscal 2016
Net sales. Net sales increased $29.9 million, or 3.2%, to $973.0 million for Fiscal 2017 from $943.1 million for Fiscal 2016. Furthermore:
bullets below.
| · | We opened 65 Hibbett Sports stores while closing 31 underperforming Hibbett Sports stores for net addition of 34 stores in Fiscal 2017. Stores not in the comparable store net sales calculation accounted for $28.1 million of the increase in net sales. We expanded eight high performing stores. |
| · | Comparable store net sales for Fiscal 2017 increased 0.2% compared to Fiscal 2016. |
During Fiscal 2017, 941 stores were included in the comparable store sales comparison. Comparable store net sales were driven by gains in footwear, offset by declines in apparel and equipment. Significant increases were achieved in basketball and lifestyle footwear, while college apparel, women's activewear, baseball equipment, football equipment and fitness equipment experienced declines. In Fiscal 2017, we saw an increase in average ticket and a slight decrease in items per transaction.
Gross margin. Cost of goods sold includes the cost of merchandise, occupancy costs for stores and occupancy and operating costs for our wholesale and logistics facility. Gross margin was $338.6 million, or 34.8% of net sales, in Fiscal 2017, compared with $332.7 million, or 35.3% of net sales, in Fiscal 2016. Furthermore:
| · | Merchandise gross margin decreased as a percentage of net sales due to increased markdowns and promotional activity needed to liquidate seasonal and aged inventory, as well as the negative effect of product mix due to higher footwear sales. |
| · | Wholesale and logistics expenses remained flat as a percentage of net sales for Fiscal 2017. Increased data processing costs associated with our omni-channel initiative were offset by a decrease in freight and shipping expenses. |
| · | Store occupancy expense increased 16 basis points as a percentage of net sales mainly due to de-leverage associated with lower comparable sales. |
Store operating, selling and administrative expenses. Store operating, selling and administrative expenses were $222.8 million, or 22.9% of net sales, for Fiscal 2017, compared with $203.7 million, or 21.6% of net sales, for Fiscal 2016. Furthermore:
| · | Total salary and benefit costs increased 75 basis points as a percentage of net sales due to de-leverage associated with lower comparable store sales, the hiring of our e-commerce team and the hiring of IT support related to our omni-channel initiative. |
| · | Professional fees increased 21 basis points as a percentage of net sales due to expenses related to our omni-channel initiative. |
| · | Repair and maintenance costs increased 13 basis points as a percentage of net sales due to repairs related to storm damage and HVAC repairs. |
Depreciation and amortization. Depreciation and amortization as a percentage of net sales was 2.0% of net sales in Fiscal 2017 and 1.8% of net sales in Fiscal 2016. In Fiscal 2017, depreciation expense increased due to the addition of new stores and the capitalization of IT investments.
Provision for income taxes. The combined federal, state and local effective income tax rate as a percentage of pre-tax income was 36.7% for Fiscal 2017 and 36.9% for Fiscal 2016. The decrease in rate resulted primarily from utilization of available federal and state tax credits.
Liquidity and Capital Resources
Our capital requirements relate primarily to new store openings, stock repurchases, facilities and systems to support company growth and working capital requirements. Our working capital requirements are somewhat seasonal in nature and typically reach their peak near the end of the third and the beginning of the fourth quarters of our fiscal year. Historically, we have funded our cash requirements primarily through our cash flow from operations and occasionally from borrowings under our revolving credit facilities. Due to the low interest rates currently available, we are using excess cash on deposit to offset bank fees versus investing such funds in an equity market or in interest-bearing deposits.
Our consolidated statements of cash flows are summarized as follows (in thousands):
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | |
| Net cash provided by operating activities | | $ | 111,926 | | | $ | 78,675 | | | $ | 58,479 | |
| Net cash used in investing activities | | | (22,900 | ) | | | (29,409 | ) | | | (24,677 | ) |
| Net cash used in financing activities | | | (54,440 | ) | | | (42,582 | ) | | | (89,925 | ) |
| Net increase (decrease) in cash and cash equivalents | | $ | 34,586 | | | $ | 6,684 | | | $ | (56,123 | ) |
Operating Activities.
Cash flow from operations is seasonal in our business. Typically, we use cash flow from operations to increase inventory in advance of peak selling seasons, such as winter holidays, the spring sales period and late summer back-to-school shopping. Inventory levels are reduced in connection with higher sales during the peak selling seasons and this inventory reduction, combined with proportionately higher net income, typically produces a positive cash flow.
Net cash provided by operating activities was $111.9 million for Fiscal 2018 compared with net cash provided by operating activities of $78.7 million and $58.5 million in Fiscal 2017 and Fiscal 2016, respectively. The increase in net cash provided by operating activities for Fiscal 2018 compared to Fiscal 2017 and Fiscal 2016 was impacted by the following:
| · | Net income provided cash of $35.0 million, $61.1 million and $70.5 million during Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. |
| · | Ending inventory per store declined 9.9% and 4.0% at February 3, 2018 and January 28, 2017, respectively, compared to the prior year. Fiscal 2018 and Fiscal 2017 inventory declined on a per store basis mainly due to vendor returns, cancellations and markdowns taken to liquidate excess. The change in inventory provided cash of $27.5 million and $2.4 million during Fiscal 2018 and Fiscal 2017, respectively, and used cash of $42.7 million during Fiscal 2016. |
| · | The change in accounts payable provided cash of $16.4 million in Fiscal 2018, used cash of $11.4 million in Fiscal 2017 and provided cash of $4.0 million in Fiscal 2016. The increase in Fiscal 2018 and decrease in Fiscal 2017 resulted mainly from the timing of receipts prior to our peak selling seasons. |
| · | •Non-cash charges included depreciation and amortization expense of $24.2 million, $19.0 millionexpenses have increased in each fiscal year due to capital expenditure investments in new stores, existing store remodels and $17.0 million during Fiscal 2018, Fiscal 2017refreshes, technology enhancements and Fiscal 2016, respectively, andcorporate infrastructure.•Non-cash stock-based compensation expense fluctuates with the number of $3.9 million, $4.6 million and $5.2 million during Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. Stock-based compensation in Fiscal 2017 was affected by a higher than historical forfeiture of restricted stock and performance-based awards. Fluctuations in stock-based compensation generally result from the equity eligible employees, achievement of performance-based equity awards at greater or lesser than their grantedtarget level, fluctuations in the price of our common stock and levels of forfeitures in any given period. Depreciation expense •Other non-cash adjustments to net income for Fiscal 2022 included a $13.8 million decrease in the contingent earnout valuation related to City Gear when the earnout was paid. Other non-cash adjustments to net income for Fiscal 2021 included $37.1 million of asset impairment charges with the largest impact resulting from a significant temporary decrease in the market valuation of the Company at the onset of the COVID-19 pandemic, partially offset by a $1.3 million change in the valuation of the contingent earnout related to City Gear. •Inventory balances in the current year have continued building from much lower levels that were not sustainable in relation to sales growth and customer demand. Much of the dollar increase has increasedbeen driven by product cost increases. Inventory levels in eachthe prior two years were reduced significantly due to a surge in demand combined with a disruption in the supply chain that made it difficult to replenish balances. •Changes in accounts payable are due mainly to the timing of payments in relation to inventory receipts. The current year higher balance compared to previous periods is due to the timing of inventory receipts throughout the fourth quarter. •Changes in other assets and liabilities are due primarily to the timing of payments related to payroll and changes in incentive-based obligations. Investing Activities. Cash used in investing activities in Fiscal 2023, Fiscal 2022 and Fiscal 2021 totaled $63.2 million, $70.2 million and $33.0 million, respectively. Gross capital expenditures used $62.8 million, $71.2 million and $34.8 million during Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. Capital expenditures in all periods primarily consisted of store development (new stores, relocations, remodels and expansions), technology and infrastructure projects. We opened 43 new stores and expanded and/or relocated 16 additional existing stores during Fiscal 2023. We opened 36 new stores and expanded and/or relocated 16 additional existing stores during Fiscal 2022. We opened 28 new stores and expanded and/or relocated 15 additional existing stores during Fiscal 2021.
Our capital expenditures for the fiscal year due to investments in facilities and information technology systems, but isending February 3, 2024, are expected to be relatively flatin the range of $60.0 million to $70.0 million, with the largest allocation focused on store development and improving the consumer experience.
Financing Activities.
Net cash used in financing activities was $14.9 million in Fiscal 2019. |
2023. Net cash used in financing activities was $281.6 million in Fiscal 2022 and net cash used in financing activities was $21.5 million in Fiscal 2021. Historically, the fluctuation in net financing activities between years is primarily the result of borrowing activity and repurchases of our common stock.
In Fiscal 2023, net borrowings on our 2021 Credit Facility were $36.3 million. In Fiscal 2022 and Fiscal 2021, net borrowings were zero. Subsequent to Fiscal 2023, we replaced the 2021 Credit Facility with the 2023 Credit Facility, a new $160 million unsecured credit facility with Regions Bank. The 2023 Credit Facility increases our financial strength and provides us with greater operational flexibility. See Note 4, Debt, to the consolidated financial statements for additional information.
We expended $40.9 million, $271.1 million and $17.6 million on repurchases of our common stock during Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. This included cash used to settle net share equity awards of $2.4 million, $3.3 million and $0.9 million during Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. See Note 7, Stock Repurchase Program, to the consolidated financial statements for additional information.
Additionally, in the first quarter of Fiscal 2022 and the second quarter of Fiscal 2021, we paid $15.0 million and $10.0 million, respectively, to the former members and warrant holders of City Gear for achievement of financial goals in the first- and second-year post acquisition. Of these amounts, $1.2 million and $4.8 million were reflected as financing activities in Fiscal 2022 and Fiscal 2021, respectively, and represent the fair value of the short-term portions of the contingent earnout booked through the purchase price allocation.
In June 2021, the Board instituted a quarterly cash dividend program with the first cash dividend payment made on July 20, 2021, at $0.25 per share of common stock outstanding as of the record date. During the fiscal year ended January 28, 2023, we paid cash dividends of $12.9 million under four declarations of $0.25 per share of common stock outstanding as of the record date. During the fiscal year ended January 29, 2022, we paid cash dividends of $10.9 million under three declarations of $0.25 per share of common stock outstanding as of the record date. See Note 8, Dividends, to the consolidated financial statements for additional information.
Financing activities also consisted of proceeds from stock option exercises and employee stock plan purchases. As stock options are exercised and shares are purchased through our employee stock purchase plan, we will continue to receive proceeds and expect a tax deduction; however, the amounts and timing cannot be predicted.
Investing Activities.
Cash used in investing activities in Fiscal 2018, Fiscal 2017 and Fiscal 2016 totaled $22.9 million, $29.4 million and $24.7 million, respectively. Gross capital expenditures used $23.1 million, $29.7 million and $25.1 million during Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. Capital expenditures in all periods primarily consisted of new stores, relocations, remodels and expansions of existing stores and IT projects.
We opened 44 new stores, expanded 11 existing stores and relocated and/or remodeled six additional existing stores during Fiscal 2018. We opened 65 new stores, expanded eight existing stores and relocated and/or remodeled two additional existing stores during Fiscal 2017. We opened 71 new stores, expanded 16 existing stores and relocated and/or remodeled three additional existing stores during Fiscal 2016.
We estimate the cash outlay for capital expenditures in the fiscal year ending February 2, 2019 will be approximately $20.0 million to $25.0 million, which relates to expenditures for:
| · | Continued enhancements to our omni-channel capability; |
| · | Information system infrastructure, projects, upgrades and security (including our new mobile app); |
| · | The opening of new stores, the remodeling, relocation or expansion of selected existing stores; and |
| · | Other departmental needs. |
Of the total budgeted dollars for capital expenditures for Fiscal 2019, we anticipate that approximately 39% will be related to information technology, consisting primarily of expenditures for projects, infrastructure and various system enhancements, upgrades and security. Approximately 36% will be related to the opening new stores, store expansions and relocations and store remodels. The remaining 25% relates primarily to specific department expenditures and includes facility upgrades, transportation equipment, automobiles, fixtures and security equipment for our stores.
Financing Activities.
Net cash used in financing activities was $54.4 million, $42.6 million and $89.9 million in Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. The financing activity cash fluctuation between years is primarily the result of repurchases of our common stock. We expended $54.5 million, $43.1 million and $91.3 million on repurchases of our common stock during Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively, which included cash used to settle net share equity awards of $0.7 million, $0.9 million and $2.1 million during Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively.
Financing activities also consisted of proceeds from stock option exercises and employee stock plan purchases. As stock options are exercised and shares are purchased through our employee stock purchase plan, we will continue to receive proceeds and expect a tax deduction; however, the amounts and timing cannot be predicted.
At February 3, 2018, we had two unsecured revolving credit facilities that allow borrowings up to $30.0 million each, and which renew in March 2018 and April 2018. The facilities do not require a commitment or agency fee nor are there any covenant restrictions. We plan to renew these facilities as they expire and do not anticipate any problems in doing so; however, no assurance can be given that we will be granted a renewal or terms which are acceptable to us. As of February 3, 2018, we did not have any debt outstanding under either of these facilities.
Subsequent to February 3, 2018, we renewed one of our $30.0 million facilities which allows for borrowings up to $30.0 million at a rate agreed upon between lender and borrower at the time loan is made. The renewal was effective March 22, 2018 and will expire on April 30, 2019.
The following table lists the aggregate maturities of various classes of obligations and expiration amounts of various classes of commitments related to Hibbett Sports, Inc. at February 3, 2018 (in thousands):
| | | Payment due by period | |
| Contractual Obligations | | Less than 1 year | | | 1 - 3 years | | | 3 - 5 years | | | More than 5 years | | | Total | |
| Long-term debt obligations | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| Capital lease obligations (1) | | | 663 | | | | 1,240 | | | | 724 | | | | 558 | | | | 3,185 | |
| Interest on capital lease obligations (1) | | | 227 | | | | 325 | | | | 173 | | | | 38 | | | | 763 | |
| Operating lease obligations (1) | | | 59,596 | | | | 92,561 | | | | 51,665 | | | | 36,124 | | | | 239,946 | |
| Purchase obligations (2) | | | 7,877 | | | | 2,641 | | | | 283 | | | | - | | | | 10,801 | |
| Other liabilities (3) | | | 524 | | | | - | | | | - | | | | 2,516 | | | | 3,040 | |
| Total | | $ | 68,887 | | | $ | 96,767 | | | $ | 52,845 | | | $ | 39,236 | | | $ | 257,735 | |
| (2) | Purchase obligations, which include all material legally binding contracts such as software license commitments and service contracts. contracts were $27.2 million and $28.1 million at January 28, 2023 and January 29, 2022, respectively. These purchase obligations are primarily due within five years and are recorded as liabilities when goods are received or services rendered. We issue inventory purchase orders in the ordinary course of business, which represent authorizations to purchase that are cancellable by their terms. We do not consider purchase orders to be firm inventory commitments.Other Economic Factors
Our ability to provide quality imported merchandise on a profitable basis may be subject to political and economic factors and influences that we cannot control. National or international events, including changes in government trade, geopolitical conflicts or other policies, could increase our merchandise costs and other costs that are critical to our operations. Consumer spending could also decline because of economic pressures. See Item 1A., Risk Factors for more information.
Our Critical Accounting Policies
Our significant accounting policies are described in Item 8, Note 1–Basis of Presentation and Significant Accounting Policies. Critical accounting policies are those that we believe are both (i) most important to the portrayal of our financial condition and results of operations and (ii) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the application of such policies may result in materially different amounts being reported under different conditions or using different assumptions.
We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements. Our critical accounting policies reflected in the consolidated financial statements are detailed below.
Revenue Recognition. We recognize revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, when control of the merchandise is transferred to our customer, which is at delivery. Sales are recorded net of expected returns at the time the customer takes possession of the merchandise. Net sales exclude sales taxes because we are a pass-through conduit for collecting and remitting these taxes.
The table above also includesnet deferred revenue liability for gift cards and customer orders at January 28, 2023 and January 29, 2022 was $9.8 million and $9.6 million, respectively, recognized in accounts payable on our consolidated balance sheets. We recognize revenue when a stand-by lettergift card is redeemed by the customer and recognize gift card breakage income in net sales in proportion to the redemption pattern of creditrights exercised by the customer. In Fiscal 2023, Fiscal 2022 and Fiscal 2021, gift card breakage income was immaterial for all years.
During the fiscal years ended January 28, 2023, January 29, 2022, and January 30, 2021, $1.6 million, $1.4 million and $1.2 million of gift card deferred revenue from prior periods was realized, respectively.
Loyalty Program: We offer the Hibbett Rewards program whereby upon registration and in conjunctionaccordance with the terms of the program, customers earn points on certain purchases. Points convert into rewards at defined thresholds. The short-term future performance obligation liability is estimated at each reporting period based on historical conversion and redemption patterns. The liability is included in other accrued expenses on our consolidated balance sheets and was $4.1 million and $3.7 million at January 28, 2023 and January 29, 2022, respectively.
Return Sales: The liability for return sales is estimated at each reporting period based on historical return patterns and is recognized at the transaction price. The liability is included in accounts payable on our consolidated balance sheets. The return asset and corresponding adjustment to cost of goods sold for our right to recover the merchandise returned by the customer is immaterial.
Inventories. Inventories are valued using the lower of weighted average cost or net realizable value method. Items are removed from inventory using the weighted average cost method.
Lower of Cost and Net Realizable Value: We regularly review inventories to determine if the carrying value exceeds net realizable value, and we record an accrual to reduce the carrying value to net realizable value as necessary. We account for obsolescence as part of our lower of cost and net realizable value accrual based on historical trends and specific identification. As of January 28, 2023 and January 29, 2022, the accrual was $5.6 million and $5.3 million, respectively. A determination of net realizable value requires significant judgment.
Shrink Reserves: We accrue for inventory shrinkage based on the actual historical results of our physical inventory counts. These estimates are compared to actual results as physical inventory counts are performed and reconciled to the general ledger. Physical inventory counts are performed on a cyclical basis. As of January 28, 2023 and January 29, 2022, the accrual was $0.7 million and $0.9 million, respectively.
Inventory Purchase Concentration: Our business is dependent to a significant degree upon close relationships with our self-insured workers' compensationvendors. Our largest vendor, Nike, represented 69.9%, 61.0%, and general liability insurance coverage. Contractual obligations65.0% of our purchases for Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.
Long-Lived Assets. Long-lived assets, including lease assets, are evaluated for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. The evaluation for long-lived assets is performed at the lowest level of identifiable cash flows, which is generally the individual store level. When evaluating long-lived assets for impairment, we first compare the carrying value of the asset or asset group to its estimated undiscounted future cash flows. Our estimate of undiscounted future cash flows is based on historical operations and predictions of future profitability. Significant assumptions are not binding agreements, including purchase orders for inventory, are excludedrequired to estimate cash inflows and outflows directly resulting from the table above. Store utility contracts,use of assets in operations, including waste disposal agreements,margin on net sales, occupancy costs, payroll and related costs, and other costs to operate a store. If the estimated future cash flows are also excluded. |
less than the carrying value of the related asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the related asset or asset group to its estimated fair value, which may be based on an estimated future cash flow model, quoted market value or other valuation technique, as appropriate. We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. For depreciable long-lived assets, the new cost basis will be depreciated (amortized) over the remaining estimated useful life of that asset. Impairment loss calculations require significant judgment to estimate future cash flows and asset fair values.
| (3) | Other liabilities include amounts accrued for various deferred compensation arrangements. See "-31-
|
Off-Balance Sheet Arrangements
We have not provided any financial guarantees through February 3, 2018. We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. We do not have any arrangements or relationships with entities that are not consolidated into the financial statements.
Inflation and Other Economic Factors
Our ability to provide quality imported merchandise on a profitable basis may be subject to political and economic factors and influences that we cannot control. National or international events, including changes in government trade or other policies, could increase our merchandise costs and other costs that are critical to our operations. Consumer spending could also decline because of economic pressures. See "Risk Factors."
We do not believe that inflation has had a material impact on our financial position or results of operations to date. A high rate of inflation or other increases in the cost of conducting our business in the future may have an adverse effect on our ability to maintain current levels of gross profit and selling, general and administrative expenses as a percentage of net sales if the selling prices of our merchandise do not increase with these increased costs.
Our Critical Accounting Policies
Our critical accounting policies reflected in the consolidated financial statements are detailed below.
Revenue Recognition. We recognize revenue in accordance with the Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. Sales are recorded net of returns and discounts and exclude sales taxes. We recognize retail store revenue at the point of sale when the customer takes possession of the merchandise. We recognize ship-to-home revenue when the order ships. Shipping and handling costs billed to customers are included in net sales.
Layaways: Customers have the option of paying a down payment and placing merchandise on layaway. The customer may make further payments in installments, but the entire purchase price must be received by us within 30 days. The down payment and any installments are recorded as short-term deferred revenue until the customer pays the entire purchase price for the merchandise.
Customer Orders: Customers may order merchandise available in other Hibbett store locations for pickup in the selling store at a later date. Customers make a deposit payment with the remaining balance due at pickup. The deposits are recorded as short-term deferred revenue until the remaining balance is paid and the customer takes possession of the merchandise.
Customer Loyalty Program: We offer a customer loyalty program, the Hibbett Rewards program, whereby customers, upon registration, can earn points that convert to reward certificates at defined thresholds. Reward certificates can be redeemed in our stores or online. An estimate of the obligation related to the program, based on historical certificate redemption rates, is recorded as a current liability and a reduction of net retail sales in the period earned by the customer. At February 3, 2018 and January 28, 2017, the amount recorded in other accrued expenses on our consolidated balance sheet for reward certificates issued was not material.
Gift Cards: Proceeds received from the issuance of our non-expiring gift cards are initially recorded as deferred revenue. Revenue is subsequently recognized at the time the customer redeems the gift cards and takes possession of the merchandise. Unredeemed gift cards are recorded in accounts payable on our consolidated balance sheet.
The net deferred revenue liability for gift cards, customer orders and layaways at February 3, 2018 and January 28, 2017 was $6.2 million and $5.8 million, respectively, recognized in accounts payable on our consolidated balance sheet. Income from unredeemed gift cards is recognized on our consolidated statements of operations as a reduction to store operating, selling and administrative expenses when the likelihood of redemption becomes remote. We have determined the likelihood of redemption is remote when redemptions are equal to or less than five percent of the remaining balances of gift cards aged by activation year. Gift card breakage was not material in Fiscal 2018, Fiscal 2017 or Fiscal 2016.
Inventories. Inventories are valued using the lower of weighted average cost or net realizable value method. Items are removed from inventory using the weighted average cost method.
Lower of Cost and Net Realizable Value: We regularly review inventories to determine if the carrying value exceeds net realizable value, and we record an accrual to reduce the carrying value to net realizable value as necessary. We account for obsolescence as part of our lower of cost and net realizable value accrual based on historical trends and specific identification. As of February 3, 2018 and January 28, 2017, the accrual was $5.2 million and $5.5 million, respectively. The accrual as of February 3, 2018, includes $0.9 million related to liquidation of our Team operations. A determination of net realizable value requires significant judgment.
Shrink Reserves: We accrue for inventory shrinkage based on the actual historical results of our physical inventory counts. These estimates are compared to actual results as physical inventory counts are performed and reconciled to the general ledger. Physical inventory counts are performed on a cyclical basis. As of February 3, 2018 and January 28, 2017, the accrual was $1.4 million and $1.3 million, respectively.
Inventory Purchase Concentration: Our business is dependent to a significant degree upon close relationships with our vendors. Our largest vendor, Nike, represented 57.9%, 57.0% and 57.5% of our purchases for Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. Our second largest vendor, adidas, represented 11.0% 5.5% and 4.2% of our purchases for Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. Our third largest vendor, Under Armour, represented 10.8%, 16.4% and 15.9% of our purchases for Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively.
Accrued Expenses. On a monthly basis, we estimate certain significant expenses in an effort to record those expenses in the period incurred. Our most significant estimates relate to payroll and payroll tax expenses, property taxes, insurance-related expenses and utility expenses. Estimates are primarily based on current activity and historical results and are adjusted as facts change. Determination of estimates and assumptions for accrued expenses requires significant judgment.
We use a combination of third-party insurance and self-insurance for a number of risks including workers' compensation, general liability, property liability and employee-related health benefits, a portion of which is paid by our employees. The estimates and accrual for the liabilities associated with these risks are regularly evaluated for adequacy based on the most current available information, including historical claims experience and expected future claim costs.
Income Taxes. We estimate the annual tax rate based on projected taxable income for the full year and record a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year's taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to our expected effective tax rate for the year. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment is required in determining our effective tax rate and in evaluating our tax position and changes in estimates could materially impact our results of operations and financial position.
We account for uncertain tax positions in accordance with ASC Subtopic 740-10. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in our subjective assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of operations. See "Part II, Item 8, Consolidated Financial Statements Note 9 – Income Taxes" for additional detail on our uncertain tax positions.
Legal Proceedings and Claims. Estimated amounts for claims that are probable and can be reasonably estimated are recorded as liabilities in the consolidated balance sheets. The likelihood of a material change in these estimated accruals is dependent on new claims as they may arise and the favorable or unfavorable outcome of particular litigation. As additional information becomes available, we assess the potential liability related to pending litigation and revise estimates as appropriate. Such revisions in estimates of the potential liability could materially impact our results of operations and financial position. See "Risk Factors."
Impairment of Long-Lived Assets. We continually evaluate whether events and circumstances have occurred that indicate the remaining balance of long-lived assets may be impaired and not recoverable. Our policy is to adjust the remaining useful life of depreciable assets and to recognize any impairment loss on long-lived assets as a charge to current income when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment is assessed considering the estimated undiscounted cash flows over the asset's remaining life. If estimated cash flows are insufficient to recover the investment, an impairment loss is recognized based on a comparison of the cost of the asset to fair value less any costs of disposition. Evaluation of asset impairment requires significant judgment and estimates. See "Risk Factors."
Stock-Based Compensation. We measure stock-based compensation for all share-based awards granted based on the estimated fair value of those awards at grant date. The cost of restricted stock units and performance-based restricted stock units is determined using the fair value of our common stock on the date of grant. We use the Black-Scholes valuation model to estimate the fair value at the date of grant for options granted under our equity incentive plans and stock purchase rights associated with the Employee Stock Purchase Plan.
Stock-based compensation is expensed over the service period of the awards. Performance-based awards are expensed based on the probability of achievement of the underlying target, which is estimated and adjusted as financial results dictate during the performance period. The Black-Scholes valuation model requires the input of assumptions and estimates which are regularly evaluated and updated when applicable. These include estimating the length of time vested stock options will be retained before being exercised (expected term), the estimated volatility of our common stock price over the expected term and the risk-free interest rate based on the annual continuously compounded risk-free rate with a term equal to the option's expected term. In addition, prior to Fiscal 2018 and the adoption of Accounting Standard Update 2016-09 – Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting, we estimated the number of awards that will ultimately not complete their vesting requirements (forfeitures).
Changes in these assumptions and estimates can materially affect the estimate of fair value of stock-based compensation and consequently, the related expense recognized on the consolidated statements of operations. Our stock option grants have a life of up to ten years and are not transferable. Therefore, the actual fair value of a stock option grant may be different from our estimates. We believe that our estimates incorporate all relevant information and represent a reasonable approximation in light of the difficulties involved in valuing non-traded stock options.
Leases. We lease all our stores and certain transportation equipment. We evaluate each lease at inception to determine whether the lease will be accounted for as an operating or capital lease. The term of the lease used for this evaluation includes renewal option periods only in instances in which the exercise of the renewal option can be reasonably assured and failure to exercise such option would result in an economic penalty. The majority of our stores are operating leases.
Many of our operating lease agreements contain rent holidays, rent escalation clauses and/or contingent rent provisions. We recognize rent expense on a straight-line basis over the expected lease term, including cancelable option periods where failure to exercise such options would result in an economic penalty. We use a time period for our straight-line rent expense calculation that equals or exceeds the time period used for depreciation on leasehold improvements. In addition, the commencement date of the lease term is the earlier of the date when we become legally obligated for the rent payments or the date when we take possession of the building for initial setup of fixtures and merchandise.
We make judgments regarding the probable term for each lease, which can impact the classification and accounting for a lease as capital or operating, the escalations in payments that are taken into consideration when calculating straight-line rent and the term over which landlord allowances received are amortized. These judgments may produce materially different amounts of depreciation, amortization and rent expense than would be reported in a specific period if different assumed lease terms were used.
Dividend Policy
We have never declared or paid any dividends on our common stock. We currently intend to retain our future earnings to finance the growth and development of our business and for our stock repurchase program, and therefore do not anticipate declaring or paying cash dividends on our common stock for the foreseeable future. Any future decision to declare or pay dividends will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as our Board of Directors deems relevant.
Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (see "Part II, Item 9A, Controls and Procedures").
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Investment and Credit Availability Risk
We manage cash and cash equivalents in various institutions at levels beyond federally insured limits per institution, and we may purchase investments not guaranteed by the FDIC. Accordingly, there is a risk that we will not recover the full principal of our investments or that their liquidity may be diminished. In an attempt to mitigate this risk, our investment policy emphasizes preservation of principal and liquidity.
We also have financial institutions that areAdditionally, Regions Bank is committed to provide loans under our revolving credit facilities.new 2023 Credit Facility. There is a risk that these institutionsRegions Bank cannot deliver against these obligations. See "Risk Factors."“Risk Factors.”
Interest Rate Risk
Our net exposure to interest rate risk results primarily from interest rate fluctuations on ourexisting credit facilities, which bearsbear interest at a rate whichthat varies with LIBOR,the Bloomberg Short-Term Bank Yield ("BSBY"), prime or federal funds rates. At the end of Fiscal 2018 and2023, we had $36.3 million borrowings outstanding under our 2021 Credit Facility. At the end of Fiscal 2017,2022, we had no borrowings outstanding under anyour 2021 Credit Facility. A 100 basis point increase or decrease in the interest rate on borrowings under existing credit facility.facilities would not result in a material impact to our results of operations at our anticipated borrowing levels.
There were seven days during the 53 weeks ended February 3, 2018, where we incurred borrowingsActivity against our credit facilities for an average and maximum borrowing of $4.1 million and $4.9 million, respectively, and an average interest rate of 2.78%.
There were 19 daysin effect during the 52 weeks ended January 28, 2017, where we incurred borrowings against our credit facilities for an average borrowing of $6.6 million. During Fiscal 2017, the maximum amount outstanding against these agreements was $11.8 million and the weighted average interest rate was 2.50%.periods indicated are as follows (dollars in millions):
| | | | | | | | | | | |
| 52-Weeks Ended January 28, 2023 | | 52-Weeks Ended January 29, 2022 |
| Number of day borrowings incurred | 307 | | 21 |
| Average borrowings | $40.8 | | $2.0 |
| Maximum borrowings | $110.5 | | $18.7 |
| Average interest rate | 3.21% | | 1.35% |
Quarterly and Seasonal Fluctuations
We experience seasonal fluctuations in our net sales and results of operations. We typically experience higher net sales in early spring due to spring sports and annual tax refunds, late summer due to back-to-school shopping and winter due to holiday shopping. In addition, our quarterly results of operations may fluctuate significantly as a result of a variety of factors, including unseasonal weather patterns, the timing of new store openings, the amount and timing of net sales contributed by new stores, weather fluctuations, merchandise mix,high demand footwear launches, demand for merchandise driven by local interest in sporting events, back-to-school sales and the timing of sales tax holidays and annual income tax refunds. In the previous two fiscal years, the COVID-19 pandemic impacted youth and high school team sports and resulted in some shifts of normal seasonal patterns during the periods presented.
Although ourOur operations are influenced by general economic conditions including periodic changes in the cost of products we sell. More recently, we have experienced accelerated wage inflation and increases in the cost of goods and services necessary to support our business. We do not believe that, historically,the net impact of inflation has had a material impact on our historical results of operations. As the current inflationary environment persists over an extended period of time, we anticipate there may be changes in consumer sentiment and shopping behavior in addition to the expectation that certain expense categories will be affected. The overall impact of inflation is not expected to have a long-term material impact on our results of operations as we arehave generally been able to pass along inflationarya significant portion of product cost increases in costs to our customers.customers and proactively deploy a number of mitigation strategies to offset other cost increases.
Item 8. Consolidated Financial Statements and Supplementary Data.
The following consolidated financial statements and supplementary data of our Company are included in response to this item:
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
IndexReport of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors
of Hibbett, Sports, Inc.:
OpinionsOpinion on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Hibbett, Sports, Inc. and subsidiaries (the Company) as of February 3, 2018January 28, 2023 and January 28, 2017,29, 2022, the related consolidated statements of operations, stockholders'stockholders’ investment and cash flows for each of the fiscalthree years in the three-year period ended February 3, 2018,January 28, 2023, and the related notes (collectively referred to as the consolidated"consolidated financial statements)statements"). We also have audited the Company's internal control over financial reporting as of February 3, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 3, 2018at January 28, 2023 and January 28, 2017,29, 2022, and the results of its operations and its cash flows for each of the fiscalthree years in the three-year period ended February 3, 2018,January 28, 2023, in conformity with U.S. generally accepted accounting principles. Also
We also have audited, in our opinion,accordance with the standards of the Public Company maintained, in all material respects, effectiveAccounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of February 3, 2018,January 28, 2023, based on criteria established in Internal Control – IntegratedControl-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (2013 framework) and our report dated March 24, 2023 expressed an unqualified opinion thereon.
Basis for OpinionsOpinion
The Company's management is responsible for these consolidated
These financial statements for maintaining effective internal control over financial reporting, and for its assessmentare the responsibility of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
fraud. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. OurWe believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
| | | | | |
| Inventory Valuation |
Description of
the Matter | At January 28, 2023, the Company’s inventories, net balance was $420.8 million. As discussed in Note 1 of the consolidated financial statements, the Company values inventories using the lower of weighted average cost or net realizable value method. Adjustments to reduce inventories to their net realizable value are determined by management based on historical trends and specific identification.
Auditing management’s assessment of net realizable value for inventories was challenging due to the estimation uncertainty in determining the forecasted sales of the Company’s inventory, which are impacted by a number of factors that are affected by market and economic conditions outside the Company’s control, such as customer forecasts and industry supply and demand. |
| | | | | |
| |
How We
Addressed the Matter in our
Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s inventory valuation process, including controls related to the determination of the net realizable value of inventories.
To test the net realizable value of inventories, our audit procedures included, among others, evaluating the reasonableness of management’s key assumptions and judgments by testing the accuracy and completeness of the underlying data used to determine the amounts of inventory carrying value adjustments. We also assessed the historical accuracy of management's estimates and performed sensitivity analyses over the significant assumptions to evaluate the changes in the net realizable value inventory estimates that would result from changes in the underlying assumptions. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2020.
Birmingham, Alabama
March 24, 2023
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Hibbett, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Hibbett, Inc. and subsidiaries’ internal control over financial reporting as of January 28, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Hibbett, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 28, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Hibbett, Inc. as of January 28, 2023 and January 29, 2022, the related consolidated statements of operations, stockholders’ investment and cash flows for each of the three years in the period ended January 28, 2023, and the related notes and our report dated March 24, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinions.opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
KPMG
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2002.
Birmingham, Alabama
March 30, 201824, 2023
IndexHIBBETT SPORTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETSHibbett, Inc. and Subsidiaries
Consolidated Balance Sheets
(inIn thousands, except share and per share information)
| ASSETS | | February 3, 2018 | | | January 28, 2017 | |
| Current Assets: | | | | | | |
| Cash and cash equivalents | | $ | 73,544 | | | $ | 38,958 | |
| Receivables, net | | | 6,599 | | | | 8,902 | |
| Inventories, net | | | 253,201 | | | | 280,701 | |
| Prepaid expenses and other | | | 13,430 | | | | 9,703 | |
| Total current assets | | | 346,774 | | | | 338,264 | |
| | | | | | | | | |
| Property and Equipment: | | | | | | | | |
| Land and buildings | | | 28,588 | | | | 28,396 | |
| Buildings under capital lease | | | 3,652 | | | | 3,652 | |
| Equipment | | | 93,163 | | | | 84,332 | |
| Equipment under capital lease | | | 1,702 | | | | 1,407 | |
| Furniture and fixtures | | | 34,892 | | | | 35,170 | |
| Leasehold improvements | | | 91,218 | | | | 87,159 | |
| Construction in progress | | | 4,795 | | | | 7,300 | |
| | | | 258,010 | | | | 247,416 | |
| Less accumulated depreciation and amortization | | | 148,312 | | | | 135,782 | |
| Net property and equipment | | | 109,698 | | | | 111,634 | |
| | | | | | | | | |
| Deferred income taxes, net | | | 2,176 | | | | 5,285 | |
| Other assets, net | | | 3,198 | | | | 3,671 | |
| Total Assets | | $ | 461,846 | | | $ | 458,854 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' INVESTMENT | | | | | | | | |
| Current Liabilities: | | | | | | | | |
| Accounts payable | | $ | 93,435 | | | $ | 77,046 | |
| Capital lease obligations | | | 663 | | | | 595 | |
| Accrued payroll expenses | | | 10,424 | | | | 8,268 | |
| Deferred rent | | | 5,909 | | | | 5,050 | |
| Other accrued expenses | | | 5,136 | | | | 5,113 | |
| Total current liabilities | | | 115,567 | | | | 96,072 | |
| | | | | | | | | |
| Capital lease obligations | | | 2,522 | | | | 2,857 | |
| Deferred rent | | | 20,291 | | | | 21,664 | |
| Unrecognized tax benefits | | | 1,294 | | | | 1,401 | |
| Other liabilities | | | 2,576 | | | | 2,820 | |
| Total liabilities | | | 142,250 | | | | 124,814 | |
| | | | | | | | | |
| Stockholders' Investment: | | | | | | | | |
| Preferred stock, $.01 par value, 1,000,000 shares authorized, no shares issued | | | - | | | | - | |
Common stock, $.01 par value, 80,000,000 shares authorized, 38,862,929 and 38,739,079 shares issued at February 3, 2018 and January 28, 2017, respectively | | | 389 | | | | 387 | |
| Paid-in capital | | | 180,536 | | | | 174,719 | |
| Retained earnings | | | 731,901 | | | | 697,658 | |
Treasury stock, at cost, 19,910,291 and 17,067,482 shares repurchased at February 3, 2018 and January 28, 2017, respectively | | | (593,230 | ) | | | (538,724 | ) |
| Total stockholders' investment | | | 319,596 | | | | 334,040 | |
| Total Liabilities and Stockholders' Investment | | $ | 461,846 | | | $ | 458,854 | |
| | | | | | | | | | | |
| ASSETS | January 28, 2023 | | January 29, 2022 |
| Current Assets: | | | |
| Cash and cash equivalents | $ | 16,015 | | | $ | 17,054 | |
| Receivables, net | 12,850 | | | 13,607 | |
| Inventories, net | 420,839 | | | 221,219 | |
| Prepaid expenses | 16,089 | | | 11,430 | |
| Other current assets | 7,262 | | | 13,704 | |
| Total current assets | 473,055 | | | 277,014 | |
| | | |
| Property and equipment, net | 169,476 | | | 145,967 | |
| Operating right-of-use assets | 263,391 | | | 243,751 | |
| Finance right-of-use assets, net | 2,279 | | | 2,186 | |
| | | |
| Tradename intangible asset | 23,500 | | | 23,500 | |
| Deferred income taxes, net | 3,025 | | | 7,187 | |
| Other assets, net | 4,434 | | | 3,612 | |
| Total Assets | $ | 939,160 | | | $ | 703,217 | |
| | | |
| LIABILITIES AND STOCKHOLDERS’ INVESTMENT | | | |
| Current Liabilities: | | | |
| Accounts payable | $ | 190,648 | | | $ | 85,647 | |
| Operating lease obligations | 72,544 | | | 68,521 | |
| Credit facility | 36,264 | | | — | |
| Finance lease obligations | 1,132 | | | 975 | |
| Accrued payroll expenses | 11,361 | | | 26,320 | |
| Other accrued expenses | 15,803 | | | 13,401 | |
| Total current liabilities | 327,752 | | | 194,864 | |
| | | |
| Operating lease obligations | 229,388 | | | 212,349 | |
| Finance lease obligations | 1,305 | | | 1,427 | |
| Unrecognized tax benefits | 368 | | | 546 | |
| Other liabilities | 4,116 | | | 2,516 | |
| Total liabilities | 562,929 | | | 411,702 | |
| | | |
| Stockholders’ Investment: | | | |
| Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued | — | | | — | |
Common stock, $0.01 par value, 160,000,000 and 80,000,000 shares authorized, at January 28, 2023 and January 29, 2022, respectively; 39,916,593 and 39,611,163 shares issued at January 28, 2023 and January 29, 2022, respectively | 399 | | | 396 | |
| Paid-in capital | 213,182 | | | 202,729 | |
| Retained earnings | 1,137,481 | | | 1,022,317 | |
| Treasury stock, at cost, 27,166,538 and 26,317,947 shares repurchased at January 28, 2023 and January 29, 2022, respectively | (974,831) | | | (933,927) | |
| Total stockholders’ investment | 376,231 | | | 291,515 | |
| Total Liabilities and Stockholders’ Investment | $ | 939,160 | | | $ | 703,217 | |
See accompanying notes to consolidated financial statements.
IndexHIBBETT SPORTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONSHibbett, Inc. and Subsidiaries
Consolidated Statements of Operations
(inIn thousands, except per share information)
| | | Fiscal Year Ended | | | | | | | | | | | | | | | | | | | | | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | | | Fiscal Year Ended | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | | | January 28,
2023
(52-weeks) | | | January 29,
2022
(52-weeks) | | | January 30,
2021
(52-weeks) | |
| Net sales | | $ | 968,219 | | | $ | 972,960 | | | $ | 943,104 | | Net sales | $ | 1,708,316 | | | | $ | 1,691,184 | | | | $ | 1,419,657 | | |
| Cost of goods sold | | | 655,502 | | | | 634,364 | | | | 610,389 | | Cost of goods sold | 1,106,415 | | | | 1,044,777 | | | | 915,169 | | |
| Gross profit | | | 312,717 | | | | 338,596 | | | | 332,715 | | |
| Gross margin | | Gross margin | 601,901 | | | | 646,407 | | | | 504,488 | | |
| | | | | | | | | | | | | | | | | | | |
| Store operating, selling and administrative expenses | | | 231,832 | | | | 222,785 | | | | 203,673 | | Store operating, selling and administrative expenses | 389,563 | | | | 382,414 | | | | 356,856 | | |
| Goodwill impairment | | Goodwill impairment | — | | | | — | | | | 19,661 | | |
| Depreciation and amortization | | | 24,207 | | | | 19,047 | | | | 17,038 | | Depreciation and amortization | 43,919 | | | | 35,827 | | | | 29,583 | | |
| Operating income | | | 56,678 | | | | 96,764 | | | | 112,004 | | Operating income | 168,419 | | | | 228,166 | | | | 98,388 | | |
| | | | | | | | | | | | | | | | | | | |
| Interest income | | | 39 | | | | 24 | | | | 31 | | Interest income | 124 | | | | 43 | | | | 127 | | |
| Interest expense | | | (270 | ) | | | (292 | ) | | | (323 | ) | Interest expense | (1,579) | | | | (317) | | | | (563) | | |
| Interest expense, net | | | (231 | ) | | | (268 | ) | | | (292 | ) | |
| Interest income (expense), net | | Interest income (expense), net | (1,455) | | | | (274) | | | | (436) | | |
| Income before provision for income taxes | | | 56,447 | | | | 96,496 | | | | 111,712 | | Income before provision for income taxes | 166,964 | | | | 227,892 | | | | 97,952 | | |
| | | | | | | | | | | | | | | | | | | |
| Provision for income taxes | | | 21,417 | | | | 35,421 | | | | 41,184 | | Provision for income taxes | 38,907 | | | | 53,579 | | | | 23,686 | | |
| Net income | | $ | 35,030 | | | $ | 61,075 | | | $ | 70,528 | | Net income | $ | 128,057 | | | | $ | 174,313 | | | | $ | 74,266 | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Basic earnings per share | | $ | 1.72 | | | $ | 2.75 | | | $ | 2.95 | | Basic earnings per share | $ | 9.89 | | | | $ | 11.63 | | | | $ | 4.49 | | |
| Diluted earnings per share | | $ | 1.71 | | | $ | 2.72 | | | $ | 2.92 | | Diluted earnings per share | $ | 9.62 | | | | $ | 11.19 | | | | $ | 4.36 | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Weighted average shares outstanding: | | | | | | | | | | | | | Weighted average shares outstanding: | | | | | | |
| Basic | | | 20,347 | | | | 22,240 | | | | 23,947 | | Basic | 12,951 | | | | 14,993 | | | | 16,547 | | |
| Diluted | | | 20,450 | | | | 22,427 | | | | 24,129 | | Diluted | 13,315 | | | | 15,582 | | | | 17,037 | | |
See accompanying notes to consolidated financial statements.
Hibbett, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands) | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | January 30,
2021
(52-weeks) |
| Cash Flows From Operating Activities: | | | | | |
| Net income | $ | 128,057 | | | $ | 174,313 | | | $ | 74,266 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Depreciation and amortization | 43,919 | | | 35,827 | | | 29,583 | |
| Contingent earnout, net | — | | | (13,761) | | | (1,296) | |
| Impairment charges | 617 | | | 2,915 | | | 37,109 | |
| | | | | |
| Deferred income taxes and unrecognized income tax benefit, net | 6,146 | | | 7,259 | | | (5,774) | |
| Gain on disposal of assets, net | (505) | | | (1,501) | | | (3,076) | |
| Stock-based compensation | 6,811 | | | 5,540 | | | 3,799 | |
| Other non-cash adjustments | — | | | — | | | (135) | |
| Changes in operating assets and liabilities: | | | | | |
| Receivables, net | 7,103 | | | (1,694) | | | (3,768) | |
| Inventories, net | (199,619) | | | (19,181) | | | 85,973 | |
| Prepaid expenses and other assets | (3,279) | | | (986) | | | (1,270) | |
| | | | | |
| Accounts payable | 100,925 | | | (25,580) | | | (26,261) | |
| Accrued expenses and other | (13,132) | | | (3,663) | | | 8,566 | |
| Net cash provided by operating activities | 77,043 | | | 159,488 | | | 197,716 | |
| | | | | |
| Cash Flows From Investing Activities: | | | | | |
| Capital expenditures | (62,828) | | | (71,153) | | | (34,760) | |
| Proceeds from sale of property and equipment | 337 | | | 1,147 | | | 841 | |
| Other | (679) | | | (155) | | | 949 | |
| Net cash used in investing activities | (63,170) | | | (70,161) | | | (32,970) | |
| | | | | |
| Cash Flows From Financing Activities: | | | | | |
| Proceeds under credit facilities | 982,968 | | | 38,259 | | | 117,535 | |
| Repayments under credit facilities | (946,704) | | | (38,259) | | | (117,535) | |
| Stock repurchases | (38,458) | | | (267,826) | | | (16,717) | |
| Payment of cash dividends | (12,881) | | | (10,939) | | | — | |
| Payment of contingent earnout | — | | | (1,239) | | | (4,761) | |
| Payments of finance lease obligations | (1,036) | | | (960) | | | (1,017) | |
| Settlement of net share equity awards | (2,446) | | | (3,257) | | | (897) | |
| Proceeds from options exercised and purchase of shares under the employee stock purchase plan | 3,645 | | | 2,658 | | | 1,858 | |
| Net cash used in financing activities | (14,912) | | | (281,563) | | | (21,534) | |
| | | | | |
| Net (decrease) increase in cash and cash equivalents | (1,039) | | | (192,236) | | | 143,212 | |
| Cash and cash equivalents, beginning of year | 17,054 | | | 209,290 | | | 66,078 | |
| Cash and cash equivalents, end of year | $ | 16,015 | | | $ | 17,054 | | | $ | 209,290 | |
HIBBETT SPORTS, INC. AND SUBSIDIARIESHibbett, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSConsolidated Statements of Cash Flows (continued)(in thousands, except share information)In thousands) | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | January 30,
2021
(52-weeks) |
| Supplemental Disclosures of Cash Flow Information: | | | | | |
| Cash paid during the year for: | | | | | |
| Interest | $ | 1,532 | | | $ | 243 | | | $ | 560 | |
| Income taxes, net of refunds | $ | 26,414 | | | $ | 52,899 | | | $ | 33,654 | |
| Operating cash flows from operating leases | $ | 83,073 | | | $ | 76,400 | | | $ | 77,439 | |
| Operating cash flows from finance leases | $ | 116 | | | $ | 136 | | | $ | 179 | |
| Financing cash flows from finance leases | $ | 1,036 | | | $ | 960 | | | $ | 1,017 | |
| | | | | |
| Supplemental Schedule of Non-Cash Activities: | | | | | |
| Non-cash accruals for capital expenditures | $ | 4,075 | | | $ | 4,012 | | | $ | 1,814 | |
| Operating leases obtained in exchange for lease liabilities, net | $ | 87,717 | | | $ | 91,325 | | | $ | 57,357 | |
| Finance leases obtained in exchange for lease liabilities, net | $ | 1,086 | | | $ | (407) | | | $ | 1,985 | |
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | |
| Cash Flows From Operating Activities: | | | | | | | | | |
| Net income | | $ | 35,030 | | | $ | 61,075 | | | $ | 70,528 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | |
| Depreciation and amortization | | | 24,207 | | | | 19,047 | | | | 17,038 | |
| Deferred income taxes and unrecognized income tax benefit, net | | | 3,488 | | | | 1,418 | | | | 1,285 | |
| Excess tax benefit from stock option exercises | | | - | | | | (99 | ) | | | (900 | ) |
| Loss (gain) on disposal and write-down of assets, net | | | 597 | | | | 238 | | | | (156 | ) |
| Stock-based compensation | | | 3,880 | | | | 4,592 | | | | 5,198 | |
| Changes in operating assets and liabilities: | | | | | | | | | | | | |
| Receivables, net | | | 2,303 | | | | (1,826 | ) | | | 501 | |
| Inventories, net | | | 27,500 | | | | 2,398 | | | | (42,691 | ) |
| Prepaid expenses and other | | | (3,074 | ) | | | (1,712 | ) | | | 2,186 | |
| Other assets | | | 185 | | | | 351 | | | | (443 | ) |
| Accounts payable | | | 16,389 | | | | (11,410 | ) | | | 4,017 | |
| Deferred rent | | �� | (514 | ) | | | 3,623 | | | | 3,228 | |
| Accrued expenses and other | | | 1,935 | | | | 980 | | | | (1,312 | ) |
| Net cash provided by operating activities | | | 111,926 | | | | 78,675 | | | | 58,479 | |
| | | | | | | | | | | | | |
| Cash Flows From Investing Activities: | | | | | | | | | | | | |
| Capital expenditures | | | (23,081 | ) | | | (29,733 | ) | | | (25,147 | ) |
| Proceeds from sale of property and equipment | | | 288 | | | | 154 | | | | 298 | |
| Other | | | (107 | ) | | | 170 | | | | 172 | |
| Net cash used in investing activities | | | (22,900 | ) | | | (29,409 | ) | | | (24,677 | ) |
| | | | | | | | | | | | | |
| Cash Flows From Financing Activities: | | | | | | | | | | | | |
| Cash used for stock repurchases | | | (53,794 | ) | | | (42,115 | ) | | | (89,212 | ) |
| Net payments on capital lease obligations | | | (601 | ) | | | (485 | ) | | | (346 | ) |
| Excess tax benefit from stock option exercises | | | - | | | | 99 | | | | 900 | |
| Cash used to settle net share equity awards | | | (712 | ) | | | (943 | ) | | | (2,120 | ) |
| Proceeds from options exercised and purchase of shares under the employee stock purchase plan | | | 667 | | | | 862 | | | | 853 | |
| Net cash used in financing activities | | | (54,440 | ) | | | (42,582 | ) | | | (89,925 | ) |
| | | | | | | | | | | | | |
| Net increase (decrease) in cash and cash equivalents | | | 34,586 | | | | 6,684 | | | | (56,123 | ) |
| Cash and cash equivalents, beginning of year | | | 38,958 | | | | 32,274 | | | | 88,397 | |
| Cash and cash equivalents, end of year | | $ | 73,544 | | | $ | 38,958 | | | $ | 32,274 | |
| | | | | | | | | | | | | |
| Supplemental Disclosures of Cash Flow Information: | | | | | | | | | | | | |
| Cash paid during the year for: | | | | | | | | | | | | |
| Interest | | $ | 261 | | | $ | 285 | | | $ | 308 | |
| Income taxes, net of refunds | | $ | 15,104 | | | $ | 35,057 | | | $ | 42,500 | |
| | | | | | | | | | | | | |
| Supplemental Schedule of Non-Cash Financing Activities: | | | | | | | | | | | | |
| Property and equipment additions under capital leases | | $ | 352 | | | $ | 342 | | | $ | 508 | |
See accompanying notes to consolidated financial statements.
HIBBETT SPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENTHibbett, Inc. and SubsidiariesConsolidated Statements of Stockholders’ Investment
(in thousands, except share information)thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | | | | | Treasury Stock | | |
| Number of
Shares | | Amount | | Paid-In
Capital | | Retained
Earnings | | Number of
Shares | | Amount | | Total
Stockholders’
Investment |
| Balance-February 1, 2020 | 39,141 | | | $ | 391 | | | $ | 188,879 | | | $ | 784,942 | | | 22,280 | | | $ | (645,229) | | | $ | 328,983 | |
| Net income | — | | | — | | | — | | | 74,266 | | | — | | | — | | | 74,266 | |
| Issuance of shares through the Company’s equity plans | 239 | | | 3 | | | 1,855 | | | — | | | — | | | — | | | 1,858 | |
Adjustment for adoption of accounting standard(1) | — | | | — | | | — | | | (256) | | | — | | | — | | | (256) | |
| Purchase of shares under the stock repurchase program | — | | | — | | | — | | | — | | | 578 | | | (16,717) | | | (16,717) | |
| Settlement of net share equity awards | — | | | — | | | — | | | — | | | 43 | | | (897) | | | (897) | |
| Stock-based compensation | — | | | — | | | 3,799 | | | — | | | — | | | — | | | 3,799 | |
| Balance-January 30, 2021 | 39,380 | | | 394 | | | 194,534 | | | 858,951 | | | 22,901 | | | (662,843) | | | 391,036 | |
| Net income | — | | | — | | | — | | | 174,313 | | | — | | | — | | | 174,313 | |
| Issuance of shares through the Company’s equity plans | 231 | | | 2 | | | 2,656 | | | — | | | — | | | — | | | 2,658 | |
| | | | | | | | | | | | | |
| Declaration of dividends (three quarterly $0.25 per common share) | — | | | — | | | — | | | (10,949) | | | — | | | — | | | (10,949) | |
| Purchase of shares under the stock repurchase program | — | | | — | | | — | | | — | | | 3,371 | | | (267,826) | | | (267,826) | |
| Settlement of net share equity awards | — | | | — | | | — | | | — | | | 46 | | | (3,257) | | | (3,257) | |
| Stock-based compensation | — | | | — | | | 5,540 | | | — | | | — | | | — | | | 5,540 | |
| Balance-January 29, 2022 | 39,611 | | | 396 | | | 202,729 | | | 1,022,317 | | | 26,318 | | | (933,927) | | | 291,515 | |
| Net income | — | | | — | | | — | | | 128,057 | | | — | | | — | | | 128,057 | |
| Issuance of shares through the Company’s equity plans | 306 | | | 3 | | | 3,642 | | | — | | | — | | | — | | | 3,645 | |
| Declaration of dividends (four quarterly $0.25 per common share) | — | | | — | | | — | | | (12,893) | | | — | | | — | | | (12,893) | |
| Purchase of shares under the stock repurchase program | — | | | — | | | — | | | — | | | 797 | | | (38,458) | | | (38,458) | |
| Settlement of net share equity awards | — | | | — | | | — | | | — | | | 52 | | | (2,446) | | | (2,446) | |
| Stock-based compensation | — | | | — | | | 6,811 | | | — | | | — | | | — | | | 6,811 | |
| Balance-January 28, 2023 | 39,917 | | | $ | 399 | | | $ | 213,182 | | | $ | 1,137,481 | | | 27,167 | | | $ | (974,831) | | | $ | 376,231 | |
| | | Common Stock | | | | | | | | | Treasury Stock | | | | |
| | | Number of Shares | | | Amount | | | Paid-In Capital | | | Retained Earnings | | | Number of Shares | | | Amount | | | Total Stockholders' Investment | |
| Balance-January 31, 2015 | | | 38,466 | | | $ | 385 | | | $ | 162,675 | | | $ | 566,055 | | | | 13,596 | | | $ | (404,334 | ) | | $ | 324,781 | |
| Net income | | | - | | | | - | | | | - | | | | 70,528 | | | | - | | | | - | | | | 70,528 | |
| Issuance of shares through the Company's equity plans | | | 162 | | | | 1 | | | | 1,753 | | | | - | | | | - | | | | - | | | | 1,754 | |
| Adjustment to income tax benefit from exercises of employee stock options | | | - | | | | - | | | | (83 | ) | | | - | | | | - | | | | - | | | | (83 | ) |
| Purchase of shares under the stock repurchase program | | | - | | | | - | | | | - | | | | - | | | | 2,193 | | | | (89,212 | ) | | | (89,212 | ) |
| Settlement of net share equity awards | | | - | | | | - | | | | - | | | | - | | | | 43 | | | | (2,120 | ) | | | (2,120 | ) |
| Stock-based compensation | | | - | | | | - | | | | 5,198 | | | | - | | | | - | | | | - | | | | 5,198 | |
| Balance-January 30, 2016 | | | 38,628 | | | | 386 | | | | 169,543 | | | | 636,583 | | | | 15,832 | | | | (495,666 | ) | | | 310,846 | |
| Net income | | | - | | | | - | | | | - | | | | 61,075 | | | | - | | | | - | | | | 61,075 | |
| Issuance of shares through the Company's equity plans | | | 111 | | | | 1 | | | | 960 | | | | - | | | | - | | | | - | | | | 961 | |
| Adjustment to income tax benefit from exercises of employee stock options | | | - | | | | - | | | | (376 | ) | | | - | | | | - | | | | - | | | | (376 | ) |
| Purchase of shares under the stock repurchase program | | | - | | | | - | | | | - | | | | - | | | | 1,209 | | | | (42,115 | ) | | | (42,115 | ) |
| Settlement of net share equity awards | | | - | | | | - | | | | - | | | | - | | | | 26 | | | | (943 | ) | | | (943 | ) |
| Stock-based compensation | | | - | | | | - | | | | 4,592 | | | | - | | | | - | | | | - | | | | 4,592 | |
| Balance-January 28, 2017 | | | 38,739 | | | | 387 | | | | 174,719 | | | | 697,658 | | | | 17,067 | | | | (538,724 | ) | | | 334,040 | |
| Net income | | | - | | | | - | | | | - | | | | 35,030 | | | | - | | | | - | | | | 35,030 | |
| Issuance of shares through the Company's equity plans | | | 124 | | | | 2 | | | | 665 | | | | - | | | | - | | | | - | | | | 667 | |
| Adjustment for adoption of accounting standard | | | - | | | | - | | | | 1,272 | | | | (787 | ) | | | - | | | | - | | | | 485 | |
| Purchase of shares under the stock repurchase program | | | - | | | | - | | | | - | | | | - | | | | 2,818 | | | | (53,794 | ) | | | (53,794 | ) |
| Settlement of net share equity awards | | | - | | | | - | | | | - | | | | - | | | | 25 | | | | (712 | ) | | | (712 | ) |
| Stock-based compensation | | | - | | | | - | | | | 3,880 | | | | - | | | | - | | | | - | | | | 3,880 | |
| Balance-February 3, 2018 | | | 38,863 | | | $ | 389 | | | $ | 180,536 | | | $ | 731,901 | | | | 19,910 | | | $ | (593,230 | ) | | $ | 319,596 | |
(1) Adoption of ASU 2016-13, Topic 326, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. See Note 2, Recent Accounting Pronouncements, in our Annual Report on Form 10-K filed on April 7, 2021.
See accompanying notes to consolidated financial statements.
IndexHIBBETT SPORTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSHibbett, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF CRITICAL AND SIGNIFICANT ACCOUNTING POLICIES
Business
Hibbett, Sports, Inc. is a leading athletic-inspired fashion retailer with an omni-channel platform and over 1,100 stores under the Hibbett, City Gear and Sports Additions banners, primarily located in small and mid-sized communities across the country.underserved communities. References to "we," "our," "us"“we,” “our,” “us,” “Hibbett” and the "Company"“Company” refer to Hibbett, Sports, Inc. and its subsidiaries as well as its predecessors. Our fiscal year ends on the Saturday closest to January 31 of each year. The consolidated statements of operations for Fiscal 2018 include 53 weeks of operations while2023, Fiscal 20172022 and Fiscal 20162021 all include 52 weeks52-weeks of operations. Our merchandise assortment features a core selection of brand name merchandise emphasizingemphasizing athletic footwear, athletic and fashion apparel, related accessories and team sports equipment and related accessories.equipment. We complement this core assortment with a selection of localized footwear, apparel and accessories designed to appeal to a wide range of customers within each market.
Principles of Consolidation
The consolidated financial statements of our Company include its accounts and the accounts of all wholly-ownedwholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Occasionally, certain reclassifications are made to conform previously reported data to the current presentation. Such reclassifications have no impact on total assets, total liabilities, net income or stockholders'stockholders’ investment in any of the years presented.
Use of Estimates in the Preparation of Consolidated Financial Statements
The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (U.S. GAAP) requires management to make certain estimates and assumptions that affect:
| · | affect the reported amount of assets and liabilities, revenues and expenses, and the disclosure of intangible assets and contingent liabilities at the date of the financial statements. We believe our estimates are reasonable; however, the reported amounts of certain assets, including inventories and property and equipment; |
| · | the reported amounts of certain liabilities, including legal, tax-related and other accruals; and |
| · | the reported amounts of certain revenues and expenses during the reporting period. |
The assumptions used by management could change significantly in future estimates due to changes in circumstances and actual results could differ materially from those estimates.
Reportable Segments
We identify our operating segments according to how our business activities are managed and evaluated by our chief executive officer, who is our chief operating decision maker. Our shopping channels primarily include store locations, website and mobile apps. Store sales are primarily filled from the store’s inventory but may also be shipped from a different store location or our logistics network if an item is not available at the original store. Direct-to-consumer orders are generally shipped to our customers from a store, our logistics network or some combination thereof, depending on the availability of the desired item.
Given the economic characteristicssimilarity of the store formats, the similar nature of products offered for sale, the type of customers, the methods of distribution and how our Company is managed, our operations constitute only one reportable segment.
Customers
No customer accounted for more than 5.0% of our net sales during the fiscal years ended February 3, 2018, January 28, 2017 or January 30, 2016.
Vendor Arrangements
We enter into arrangements with some of our vendors that entitle us to a partial refund of the cost of merchandise purchased during the year or reimbursement of certain costs we incur to advertise or otherwise promote their product. Volume-based rebates, supported by vendor agreements, are estimated throughout the year and reduce the cost of inventories and cost of goods sold during the year. This estimate is regularly monitored and adjusted for sales activity and current or anticipated changes in purchase levels and for sales activity.levels.
We also receive consideration from vendors through a variety of other programs, including markdown reimbursements, vendor compliance charges and defective merchandise credits. If the payment is a reimbursement for costs incurred, it is recognized as an offset against those related costs; otherwise, it is treated as a reduction to the cost of merchandise. Markdown reimbursements related to sold merchandise that has been sold are negotiated by our merchandising teams and are credited directly to cost of goods sold in the period received. If vendor funds are received prior to merchandise being sold, they are recorded as a reduction of merchandise cost. Vendor compliance charges and defective merchandise credits reduce the cost of inventories.
Marketing
We expense marketing costs when incurred. We participate in various marketing cooperative programs with our vendors, who, under these programs, reimburse us for certain costs incurred. A receivable for cooperative marketing to be reimbursed is recorded as a decrease to expense as advertisements are run.
The following table presents the components of our marketing expense (in thousands):
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | |
| Gross advertising costs | | $ | 13,356 | | | $ | 10,382 | | | $ | 9,983 | |
| Advertising reimbursements | | | (3,010 | ) | | | (3,319 | ) | | | (2,949 | ) |
| Net advertising costs | | $ | 10,346 | | | $ | 7,063 | | | $ | 7,034 | |
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | January 30,
2021
(52-weeks) |
| Gross marketing costs | $ | 36,525 | | | $ | 32,964 | | | $ | 23,576 | |
| Marketing reimbursements | (6,892) | | | (4,525) | | | (1,524) | |
| Net marketing costs | $ | 29,633 | | | $ | 28,439 | | | $ | 22,052 | |
Cost of Goods Sold
We include merchandise costs, store occupancy costs, logistics-related occupancy and operating costs, for our wholesale and logistics facility and ship-to-home freight in cost of goods sold. Costs associated with moving merchandise to and between stores are included in store operating, selling and administrative expenses.
In November 2015, the Board of Directors authorized a Stock Repurchase Program (2015 Program) of $300.0 million to repurchase our common stock through February 2, 2019. The 2015 Program replaced an existing plan that was adopted in November 2012 (2012 Program). Stock repurchases may be made in the open market or in negotiated transactions, with the amount and timing of repurchases dependent on market conditions and at the discretion of our management.
Under the 2015 Program, we repurchased 2.8 million shares of our common stock during Fiscal 2018 at a cost of $54.5 million, including 24,432 shares acquired from holders of restricted stock to satisfy tax withholding requirements of $0.7 million. Under the 2015 Program, we repurchased 1.2 million shares of our common stock during Fiscal 2017 at a cost of $43.1 million, including 25,993 shares acquired from holders of restricted stock to satisfy tax withholding requirements of $0.9 million.
Historically, under all stock repurchase authorizations, we have repurchased a total of 19.9 million shares of our common stock at an approximate cost of $593.2 million as of February 3, 2018, and had approximately $204.1 million remaining under the 2015 Program for stock repurchases. Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements do not reduce the authorization.
Cash and Cash Equivalents
We consider all short-term, highly liquid investments with original maturities of 90 days or less, including commercial paper and money market funds, to be cash equivalents. We are exposed to credit risk in the event of default by our financial institutions where we maintain deposits to the extent the amount recorded on the consolidated balance sheet exceeds the FDIC insurance limits per institution. Amounts due from third-party credit card processors for the settlement of debit and credit card transactions are included as cash equivalents as they are generally collected within three business days. Cash equivalents related to credit and debit card transactions at February 3, 2018January 28, 2023 and January 28, 201729, 2022 were $3.9$7.4 million and $3.7$6.6 million, respectively.
Investments
We hold certain trading securities as investments in trust for the Hibbett Sports, Inc. Supplemental 401(k) Plan (Supplemental Plan) and the Hibbett Sports, Inc. Executive Voluntary Deferral Plan (Deferral Plan). At February 3, 2018, we had $2.9 million of investments of which $0.5 million was included in prepaid expenses and other and $2.4 million was included in other assets, net. At January 28, 2017, we had $2.7 million of investments of which $0.1 million was included in prepaid expenses and other and $2.6 million was included in other assets, net. Net unrealized holding gains for Fiscal 2018 and Fiscal 2017 was $0.3 million and $0.1 million, respectively.
Receivables
Receivables consist primarily of tenant allowances due from landlords and cooperative marketing and other amounts due from vendors. We analyze receivables for collectability based on aging of individual components, underlying contractual terms and economic conditions. Recorded amounts are deemed to be collectible.
Inventories
Inventories are valued using the lower of weighted average cost or net realizable value method. Items are removed from inventory using the weighted average cost method.
Lower of Cost and Net Realizable Value: We regularly review inventories to determine if the carrying value exceeds net realizable value, and we record an accrual to reduce the carrying value to net realizable value as necessary. We account for obsolescence as part of our lower of cost and net realizable value accrual based on historical trends and specific identification. As of February 3, 2018January 28, 2023 and January 28, 2017,29, 2022, the accrual was $5.2$5.6 million and $5.5$5.3 million, respectively. The accrual as of February 3, 2018, includes $0.9 million related to liquidation of our Team operations. A determination of net realizable value requires significant judgment.
Shrink Reserves: We accrue for inventory shrinkage based on the actual historical results of our physical inventory counts. These estimates are compared to actual results as physical inventory counts are performed and reconciled to the general ledger. Physical inventory counts are performed on a cyclical basis. As of February 3, 2018January 28, 2023 and January 28, 2017,29, 2022, the accrual was $1.4$0.7 million and $1.3$0.9 million, respectively.
Inventory Purchase Concentration:Concentration: Our business is dependent to a significant degree upon close relationships with our vendors. Our largest vendor, Nike, represented 57.9%69.9%, 57.0%61.0%, and 57.5%65.0% of our purchases for Fiscal 2018,2023, Fiscal 20172022 and Fiscal 2016,2021, respectively. Our second largest vendor, Adidas, represented 11.0% 5.5% and 4.2% of our purchases for Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. Our third largest vendor, Under Armour, represented 10.8%, 16.4% and 15.9% of our purchases for Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively.
Property and Equipment
Property and equipment are recorded at costcost. Finance lease assets are shown as right-of-use (ROU) assets and include assets acquired through capital leases. are excluded from property and equipment. (See Note 3, Leases).
Property and equipment consists of the following (in thousands):
| | | | | | | | | | | |
| January 28,
2023 | | January 29,
2022 |
| Land | $ | 7,277 | | | $ | 7,277 | |
| Buildings | 22,529 | | | 22,247 | |
| Equipment | 134,304 | | | 119,505 | |
| Furniture and fixtures | 67,522 | | | 59,137 | |
| Leasehold improvements | 170,773 | | | 137,279 | |
| Construction in progress | 5,501 | | | 4,086 | |
| Total property and equipment | 407,906 | | | 349,531 | |
| Less: accumulated depreciation and amortization | 238,430 | | | 203,564 | |
| Total property and equipment, net | $ | 169,476 | | | $ | 145,967 | |
Depreciation on assets is principally provided usingproperty and equipment utilizes the straight-line method generally over the following estimated service lives:
Buildings | 39 years | | | | |
| Buildings | 39 years |
| Leasehold improvements | 3 – 10 years |
| Furniture and fixtures | 7 years |
| Equipment | 3 – 7 years |
In the case ofFor leasehold improvements, we calculate depreciation using the shorter of the term of the underlying leases or the estimated economic lives of the improvements. The term of the lease includes renewal option periods only in instances in which thewhen exercise of the renewal option can beis reasonably assured and failure to exercise such option would result in an economic penalty.certain. We continually reassess the remaining useful life of leasehold improvements in light of store closing plans.
Construction in progress has historically been comprised primarily of property and equipment related to unopened stores and amounts associated with technology upgrades at period-end. At February 3, 2018, approximately 84.0% of the construction in progress balance was comprised of costs associated with information technology capital projects, including our new mobile app. The remaining balance consisted of costs associated with our retail stores and logistics facility.upgrades.
Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets sold, retired or otherwise disposed of are removed from property and equipment and the related gain or loss is credited or charged to net income.income, net of proceeds received.
Deferred RentGoodwill and Indefinite-Lived Intangible Assets
Deferred rent primarily consistsGoodwill and the City Gear tradename are indefinite-lived intangible assets which are not amortized, but rather tested for impairment at least annually, or on an interim basis if events and circumstances have occurred that indicate that is more likely than not that an asset is impaired. Such events or circumstances could include, but are not limited to, significant negative industry or economic trends, unanticipated changes in the competitive environment and a significant sustained decline in the market price of step rent and allowances from landlords related to our leased properties. Step rent representsstock. If an asset is impaired, the difference between actual operating lease payments due and straight-line rent expense, which we record overamount that the term ofcarrying value exceeds the lease, including the build-out period. This amountfair value is recorded as deferred rent in the early yearsan impairment charge to current income.
In valuing goodwill, we use a combination of the Discounted Cash Flow methodology and the Guideline Public Company methodology, which requires assumptions related to future cash flows, discount rate and comparable public company entities. In the first quarter of Fiscal 2021, we determined that goodwill of our City Gear reporting unit was fully impaired and recognized a non-cash impairment charge of $19.7 million. No impairment related to goodwill was recognized during Fiscal 2023 or Fiscal 2022.
Historically, we have performed a quantitative assessment utilizing the Relief from Royalty method which required assumptions related to future revenues, royalty rate, and discount rate in valuing the tradename intangible. In the first quarter of Fiscal 2021, we determined that the City Gear tradename was partially impaired and recognized a non-cash impairment charge of $8.9 million in store operating, selling and administrative expenses. In Fiscal 2023, we performed a qualitative assessment based on specific facts and circumstances including microeconomic and market conditions, current year financial results and the results from the prior quantitative assessment. No impairment related to the tradename was recognized during Fiscal 2023 or Fiscal 2022.
Long-Lived Assets
Long-lived assets, including lease whenassets, are evaluated for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. The evaluation for long-lived assets is performed at the lowest level of identifiable cash payments areflows, which is generally lower than straight-line rent expense, and reduced in the later yearsindividual store level. When evaluating long-lived assets for impairment, we first compare the carrying value of the lease when payments beginasset or asset group to exceedits estimated undiscounted future cash flows. Our estimate of undiscounted future cash flows is based on historical operations and predictions of future profitability. Significant assumptions are required to estimate cash inflows and outflows directly resulting from the straight-line rent expense. Landlord allowancesuse of assets in operations, including margin on net sales, occupancy costs, payroll and related costs, and other costs to operate a store. If the estimated future cash flows are generally comprisedless than the carrying value of amounts received and/the related asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the related asset or promisedasset group to us by landlords andits estimated fair value, which may be received inbased on an estimated future cash flow model, quoted market value or other valuation technique, as appropriate. We recognize an impairment loss if the form of cash or free rent. We record a receivable from the landlord in accordance with the termsamount of the lease and a deferred rent liability. This deferred rent is amortized into net income (through lower rent expense)asset’s carrying value exceeds the asset’s estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. For depreciable long-lived assets, the new cost basis will be depreciated (amortized) over the term (including the pre-opening build-out period)remaining estimated useful life of the applicable lease, and the receivable is reduced as amounts are realized from the landlord.
In our consolidated statements ofthat asset. Impairment loss calculations require significant judgment to estimate future cash flows the current and long-term portions of landlord allowances are included as changes in cash flows from operations. The liability for the current portion of unamortized landlord allowances was $5.1 million and $4.6 million at February 3, 2018 and January 28, 2017, respectively. The liability for the long-term portion of unamortized landlord allowances was $15.1 million and $16.4 million at February 3, 2018 and January 28, 2017, respectively. We estimate the non-cash portion of landlord allowances was $1.2 million and $1.4 million at February 3, 2018 and January 28, 2017, respectively.asset fair values.
Revenue Recognition
We recognize revenue in accordance with the Accounting Standards Codification (ASC) Topic 605, 606, Revenue Recognition.from Contracts with Customers, when control of the merchandise is transferred to our customer which is at delivery. Sales are recorded net of expected returns and discounts and exclude sales taxes. We recognize retail store revenue at the point of sale whentime the customer takes possession of the merchandise. We recognize ship-to-home revenue when the order ships. ShippingNet sales exclude sales taxes because we are a pass-through conduit for collecting and handling costs billed to customers are included in net sales.remitting these taxes.
Layaways: Customers have the option of paying a down payment and placing merchandise on layaway. The customer may make further payments in installments, but the entire purchase price must be received by us within 30 days. The down payment and any installments are recorded as short-term deferred revenue until the customer pays the entire purchase price for the merchandise.
Customer Orders: Customers may order merchandise available in other Hibbett store locations for pickup in the selling store at a later date. Customers make a deposit payment with the remaining balance due at pickup. The deposits are recorded as short-term deferred revenue until the remaining balance is paid and the customer takes possession of the merchandise.
Customer Loyalty Program: We offer a customer loyalty program, the Hibbett Rewards program, whereby customers, upon registration, can earn points that convert to reward certificates at defined thresholds. Reward certificates can be redeemed in our stores or online. An estimate of the obligation related to the program, based on historical certificate redemption rates, is recorded as a current liability and a reduction of net retail sales in the period earned by the customer. At February 3, 2018 and January 28, 2017, the amount recorded in other accrued expenses on our consolidated balance sheet for reward certificates issued was not material.
Gift Cards: Proceeds received from the issuance of our non-expiring gift cards are initially recorded as deferred revenue. Revenue is subsequently recognized at the time the customer redeems the gift cards and takes possession of the merchandise. Unredeemed gift cards are recorded in accounts payable on our consolidated balance sheet.
The net deferred revenue liability for gift cards and customer orders and layaways at February 3, 2018January 28, 2023 and January 28, 201729, 2022 was $6.2$9.8 million and $5.8$9.6 million, respectively, recognized in accounts payable on our consolidated balance sheet. Incomesheets. We recognize revenue when a gift card is redeemed by the customer and recognize gift card breakage income in net sales in proportion to the redemption pattern of rights exercised by the customer. In Fiscal 2023, Fiscal 2022 and Fiscal 2021, gift card breakage income was immaterial for all years.
During the fiscal years ended January 28, 2023, January 29, 2022, and January 30, 2021, $1.6 million, $1.4 million and $1.2 million of gift card deferred revenue from unredeemed gift cardsprior periods was realized, respectively.
Loyalty Program: We offer the Hibbett Rewards program whereby upon registration and in accordance with the terms of the program, customers earn points on certain purchases. Points convert into rewards at defined thresholds. The short-term future performance obligation liability is recognizedestimated at each reporting period based on historical conversion and redemption patterns. The liability is included in other accrued expenses on our consolidated statementsbalance sheets and was $4.1 million and $3.7 million at January 28, 2023 and January 29, 2022, respectively.
Return Sales: The liability for return sales is estimated at each reporting period based on historical return patterns and is recognized at the transaction price. The liability is included in accounts payable on our consolidated balance sheets. The return asset and corresponding adjustment to cost of operationsgoods sold for our right to recover the merchandise returned by the customer is immaterial.
Revenues disaggregated by major product categories are as a reduction to store operating, selling and administrative expenses when the likelihood of redemption becomes remote. We have determined the likelihood of redemption is remote when redemptions are equal to or less than five percent of the remaining balances of gift cards aged by activation year. Gift card breakage was not material in Fiscal 2018, Fiscal 2017 or Fiscal 2016.follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Fiscal 2023
(52-weeks) | | Fiscal 2022
(52-weeks) | | Fiscal 2021
(52-weeks) |
| Footwear | $ | 1,135,475 | | | $ | 1,044,191 | | | $ | 911,789 | |
| Apparel | 412,021 | | | 483,236 | | | 384,431 | |
| Equipment | 160,820 | | | 163,757 | | | 123,437 | |
| $ | 1,708,316 | | | $ | 1,691,184 | | | $ | 1,419,657 | |
Store Opening and Closing Costs
New store opening costs, including pre-opening costs, are charged to expense as incurred. Store opening costs primarily include payroll expenses, training costs and straight-line rent expenses. All pre-opening costs are included in store operating, selling and
administrative expenses as a part of operating expenses.
We generally consider individual store closings to be a normal part of operations and regularly review store performance against expectations. Costs associated with store closings are recognized at the time of closing or when a liability has been incurred. These costs were not significantmaterial in Fiscal 2018,2023, Fiscal 20172022 or Fiscal 2016.2021.
Impairment of Long-Lived Assets
We continually evaluate whether events and circumstances have occurred that indicate the remaining balance of long-lived assets may be impaired and not recoverable. Our policy is to recognize any impairment loss on long-lived assets as a charge to current income when certain events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment is assessed considering the estimated undiscounted cash flows over the asset's remaining life. If estimated cash flows are insufficient to recover the investment, an impairment loss is recognized based on a comparison of the cost of the asset to fair value less any costs of disposition. Evaluation of asset impairment requires significant judgment.
Insurance Accrual
We are self-insured for a significant portion of our health insurance. Liabilities associated with the risks that are retained by us are estimated, in part, by considering our historical claims experience. The estimated accruals for these liabilities could be affected if future occurrences and claims differ from our assumptions. To minimize our potential exposure, we carry stop-loss insurance that reimburses us for losses over $0.2 million per covered person per year. As of February 3, 2018 and January 28, 2017, the accrual for these liabilities was $0.4 million and $0.6 million, respectively, and was included in other accrued expenses in the consolidated balance sheets.
We are also self-insured for our workers' compensation, property and general liability insurance up to an established deductible with a cumulative stop-loss on workers' compensation. As of February 3, 2018 and January 28, 2017, the accrual for these liabilities (which is not discounted) was $0.7 million and was included in other accrued expenses in the consolidated balance sheets.
Sales Returns
Net sales returns were $43.8 million for Fiscal 2018, $37.8 million for Fiscal 2017 and $34.8 million for Fiscal 2016. The accrual for the effect of estimated returns was $0.5 million and $0.4 million as of February 3, 2018 and January 28, 2017, respectively, and was included in other accrued expenses in the consolidated balance sheets.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
Standards that were adopted
In the first quarter of the current fiscal year (Fiscal 2018), weWe adopted Accounting Standard Update (ASU) 2016-09 – Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. Excess income tax benefits and tax deficiencies related to share-based payments are now recognized within income tax expense in the statement of income, rather than within additional paid-in capital on the balance sheet. The impact to our results of operations related to ASU 2016-09 in Fiscal 2018 was an increase in the provision for income taxes of $0.7 million. The future impact on our results of operations will depend in part on the market prices of our common stock on the dates there are taxable events related to equity awards. We elected to account for forfeitures of share-based awards as they occur rather than estimate expected forfeitures, with the change being applied on a modified retrospective basis that resulted in a cumulative effect reduction to retained earnings of $0.8 million as of January 28, 2017.
In July 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-11, Inventory –("FASB") Accounting Standards Update ("ASU") 2019-12, “Income Taxes (Topic 740): Simplifying the MeasurementAccounting for Income Taxes,” on January 31, 2021. ASU 2019-12 removes certain exceptions to the general provisions of Inventory, which requires all inventory,Topic 740 and provides simplification in other than inventory measured at last-in, first out (LIFO) or the retail inventory method, to be measured at the lowerareas of cost and net realizable value. This ASU was effective for fiscal years beginning after December 15, 2016.Topic 740. The adoption of ASU 2015-11 did not have any impact on our consolidated financial statements.
Standards that are not yet adopted
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU updates accounting guidance on revenue recognition. In August 2015, the FASB provided a one-year deferral of the effective date for annual and interim reporting periods beginning after December 15, 2017. We have completed a scoping analysis of the standard and have identified the revenue streams that will be affected by ASU 2014-09. The adoption of ASU 2014-09 will result in newly designed processes and internal controls related to:
| · | gift card breakage which will be recognized in proportion to the customer redemption pattern as opposed to when redemption of the gift card is deemed remote; |
| · | the stand-alone benefit received by customers through the Hibbett Rewards customer loyalty program recorded as a separate performance obligation; and |
| · | gross rather than net recognition of our liability for net sales returns. |
We will adopt this ASU on the first day of Fiscal 2019 using the modified retrospective method with a cumulative adjustment to retained earnings. Adoption of the standard will not have a2019-12 had no material impact on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02 – Leases, which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (ROU)Standards that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. We expect to adopt ASU 2016-02 in our fiscal year beginning February 3, 2019 (Fiscal 2020), using the modified retrospective transition approach. Our lease accounting software has been upgraded with ASU 2016-02 functionality.are not yet adopted
While we continue to assess the effect of adoption of ASU 2016-02 and the available practical expedients, we anticipate its implementation will result in recognition of approximately $155.0 million to $185.0 million in net ROU assets and approximately $180.0 million to $210.0 million in lease liabilities. We do not expect a significant change in our leasing strategy between now and adoption.
We continuously monitor and review all current accounting pronouncements and standards from the FASB of U.S. GAAP for applicability to our operations. As of February 3, 2018,January 28, 2023, there were no other new pronouncements interpretations or staff positionsinterpretations that had or were expected to have a significant impact on our operations.
NOTE 3. LEASES
We lease our retail store locations, nearly all of which are operating leases. Store leases typically provide for initial terms of five to ten years. Many of our leases contain the following provisions:
•scheduled increases in rent payments over the lease term;
•tenant inducements;
•free rent periods;
•contingent rent based on net sales in excess of stipulated amounts;
•one or more renewal options at our discretion; and
•payments for common area maintenance, insurance and real estate taxes, most of which are variable in nature.
Most of our store leases contain provisions that allow for early termination between the third and fifth year of the term if predetermined sales levels are not met, or upon the occurrence of other specified contingent events. When we have the option to extend the lease term (including by not exercising an available termination option) or purchase the leased asset, and it is reasonably certain that we will do so, we consider these options in determining the classification and measurement of the lease. However, generally at lease commencement, it is not reasonably certain that we will exercise an extension or purchase option. For contingent termination provisions, we consider both the likelihood of the contingency occurring in addition to the economic factors we consider when assessing any other termination or renewal option.
We also lease certain office, transportation and technology equipment under operating and finance leases. Generally, these leases have initial terms of two to six years.
We determine whether an arrangement is a lease at inception. We have lease agreements that contain both lease and non-lease components. For store leases, we account for the lease components together with the non-lease components, such as common area maintenance. For office and transportation equipment leases, we separate the non-lease components from the lease components.
Operating lease liabilities are recognized based on the present value of remaining fixed lease payments over the lease term. Operating lease ROU assets are recognized based on the calculated lease liability, adjusted for lease prepayments, initial direct costs and tenant inducements. Because the implicit rate is generally not readily determinable for our leases, we use our estimated incremental borrowing rate, on a collateralized basis over a similar term, as the discount rate to measure operating lease liabilities. Due to the absence of an independently published credit rating, our estimated incremental borrowing rate is determined based on a synthetic credit rating. We use a blend of a financial ratio analysis and a Z-spread analysis to calculate our synthetic credit rating. Our most recent debt instrument terms and interest rates are also considered. The collateralized synthetic credit rating is then used to determine the yield most consistent with the tenor of our portfolio lease term and is adjusted on an ongoing basis by the movement in the market rates. The collateralized synthetic credit rating is reevaluated periodically as needed based on company-specific and market conditions. Operating lease cost for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred.
ROU lease assets are periodically reviewed for impairment losses. We use the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment - 48 -Overall, to determine when to evaluate assets and asset groups, including ROU assets, for impairment and to calculate any impairment loss to be recognized. Asset group impairment charges of approximately $0.6 million, $2.9 million and $8.5 million were recognized during Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.
Store operating lease cost and logistics-related transportation equipment operating lease cost are included in cost of goods sold in the consolidated statements of operations. Office equipment and other equipment operating lease cost is included in store operating, selling and administrative expenses in the consolidated statements of operations.
| | | | | | | | | | | | | | | | | |
| January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | January 30,
2021
(52-weeks) |
| Operating lease cost | $ | 76,051 | | | $ | 68,359 | | | $ | 67,030 | |
| Finance lease cost: | | | | | |
| Amortization of assets | 977 | | | 849 | | | 913 | |
| Interest on lease liabilities | 116 | | | 136 | | | 179 | |
Variable lease cost (1) | 18,188 | | | 18,379 | | | 13,328 | |
| $ | 95,332 | | | $ | 87,723 | | | $ | 81,450 | |
(1) Includes rent based on a percent of sales, common area maintenance, insurance and property tax.
Short-term leases are not recorded on our consolidated balance sheet and short-term lease cost is immaterial.
Finance right-of-use assets on the consolidated balance sheet at January 28, 2023 and January 29, 2022 are shown net of accumulated amortization of $3.3 million and $2.5 million, respectively.
The following table provides supplemental balance sheet information related to leases:
| | | | | | | | | | | |
| January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) |
| Weighted average remaining lease term (in years): | | | |
| Operating leases | 5 | | 5 |
| Finance leases | 3 | | 3 |
| | | |
| Weighted average discount rate: | | | |
| Operating leases | 3.5 | % | | 3.0 | % |
| Finance leases | 5.2 | % | | 5.1 | % |
Maturities of lease liabilities (in thousands):
| | | | | | | | | | | | | | | | | |
| January 28, 2023
(52-Weeks) |
| Operating | | Finance | | Total |
| Fiscal 2024 | $ | 81,744 | | | $ | 1,218 | | | $ | 82,962 | |
| Fiscal 2025 | 73,763 | | | 493 | | | 74,256 | |
| Fiscal 2026 | 59,111 | | | 413 | | | 59,524 | |
| Fiscal 2027 | 45,075 | | | 211 | | | 45,286 | |
| Fiscal 2028 | 30,539 | | | 192 | | | 30,731 | |
| Thereafter | 40,452 | | | 99 | | | 40,551 | |
| Total minimum lease payments | 330,684 | | | 2,626 | | | 333,310 | |
| Less amount representing interest | 28,752 | | | 189 | | | 28,941 | |
| $ | 301,932 | | | $ | 2,437 | | | $ | 304,369 | |
As of January 28, 2023, we have entered into operating leases of approximately $11.0 million related to future store locations that have not yet commenced.
NOTE 4. DEBT
On July 9, 2021, we executed an unsecured Credit Agreement (the "2021 Credit Facility") between the Company and its
subsidiaries and Regions Bank. The 2021 Credit Facility provided an unsecured line of credit of up to $100.0 million and is effective through July 9, 2026 with an interest rate of one-month LIBOR plus 1.0% to 1.8% depending on specified leverage levels.
The 2021 Credit Facility includes an annual commitment fee, payable quarterly in arrears, in an amount between 15 and 20
basis points of the unused portion of the line of credit as determined on a daily basis, dependent on the amount of debt
outstanding. In addition, the Company is subject to certain financial covenants which include:
•advance limitation of 55% of the net book value of the Company's inventory;
•a Consolidated Lease-Adjusted Leverage Ratio comparing lease-adjusted funded debt (funded debt plus all lease liabilities) to EBITDAR (as defined in the 2021 Credit Facility) with a maximum of 3.5x; and
•a Consolidated Fixed Coverage Charge Ratio comparing EBITDAR to fixed charges and certain current liabilities (as defined in the 2021 Credit Facility) with a minimum of 1.2x.
On April 7, 2022, we executed a First Note Modification Agreement (the "Modification Agreement") between the Company and its subsidiaries and Regions Bank. The Modification Agreement increased the line of credit specified in the 2021 Credit Facility to $125.0 million. The expiration date of July 9, 2026 and the financial covenants included in the 2021 Credit Facility remained unchanged.
In addition, on April 7, 2022, we executed a First Amendment to the 2021 Credit Facility (the "First Amendment") and to the Modification Agreement, between the Company and its subsidiaries and Regions Bank. The First Amendment replaced LIBOR as the benchmark rate with the Bloomberg Short-Term Bank Yield ("BSBY) Index Rate. Pursuant to the First Amendment, the 2021 Credit Facility carries an interest rate of BSBY plus 1.0% to 1.8% depending on specified leverage levels.
As of January 28, 2023, we were in compliance with these covenants.
Activity against our credit facilities during the periods indicated are as follows (dollars in millions):
| | | | | | | | | | | |
| 52-Weeks Ended January 28, 2023 | | 52-Weeks Ended January 29, 2022 |
| Number of day borrowings incurred | 307 | | 21 |
| Average borrowings | $40.8 | | $2.0 |
| Maximum borrowings | $110.5 | | $18.7 |
| Average interest rate | 3.21% | | 1.35% |
Subsequent to January 28, 2023, on February 28, 2023, we entered into a new unsecured Credit Agreement (the "2023 Credit Facility") with Regions Bank, as administrative agent for the lenders, swingline leader and issuing bank. The 2023 Credit Facility matures on February 28, 2028, and restates and replaces the 2021 Credit Facility and amends certain of its terms and conditions, including the following:
•increases the aggregate principal amount of commitments by $35 million, from $125 million to $160 million, which includes a $25 million sublimit for the issuance of standby letters of credit and $25 million sublimit for swingline loans;
•permits us to increase the aggregate principal amount of commitments by up to an additional $50 million, subject to certain terms and conditions;
•provides that borrowings bear interest at either (i) an annual rate equal to the BSBY Rate, plus an applicable margin ranging from 1.0% to 2.0% depending on specified leverage levels (the "Applicable Margin"), or (ii) at the Company's option, (x) a base rate as set forth in the 2023 Credit Facility plus the Applicable Margin or (y) the BSBY Rate plus the Applicable Margin; and
•adjusts the annual commitment fee to an amount, dependent on the amount of debt outstanding, between 12.5 and 25 basis points of the unused portion of the 2023 Credit Facility, from an amount between 15 and 20 basis points of such amount under the 2021 Credit Facility.
Except as described above, the 2023 Credit Facility did not make any material changes to the principal terms of the 2021 Credit Facility, including with respect to financial covenants.
NOTE 3.5. STOCK-BASED COMPENSATION
At February 3, 2018,January 28, 2023, we had four stock-based compensation plans:
(a)The Amended and Restated 2015 Equity Incentive Plan (EIP) provides that the Board may grant equity awards to certain employees of the Company at its discretion. The EIP was adopted effective July 1, 2015 and subsequently amended and restated effective May 28, 2020. Including shares added in the amendment and restatement, the EIP authorizes grants of equity awards of up to 2,500,000 authorized but unissued shares of common stock. At January 28, 2023, there were 1,368,840 shares available for grant under the EIP.
| (a) | The 2015 Equity Incentive Plan (EIP) provides that the Board of Directors (Board) may grant equity awards to certain employees of the Company at its discretion. The EIP was adopted effective July 1, 2015 and authorizes grants of equity awards of up to 1,000,000 authorized but unissued shares of common stock. At February 3, 2018, there were 711,073 shares available for grant under the EIP. |
(b)The 2015 Employee Stock Purchase Plan (ESPP) allows for qualified employees to participate in the purchase of up to 300,000 shares of our common stock at a price equal to 85% of the lower of the closing price at the beginning or end of each quarterly stock purchase period. The ESPP was adopted effective July 1, 2015. At January 28, 2023, there were 119,541 shares available for purchase under the ESPP.
(c)The 2015 Director Deferred Compensation Plan (Deferred Plan) allows non-employee directors an election to defer all or a portion of their fees into stock units or stock options. The Deferred Plan was adopted effective July 1, 2015 and authorizes grants up to 150,000 authorized but unissued shares of common stock. At January 28, 2023, there were 119,362 shares available for grant under the Deferred Plan.
| (b) | The 2015 Employee Stock Purchase Plan (ESPP) allows for qualified employees to participate in the purchase of up to 300,000 shares of our common stock at a price equal to 85% of the lower of the closing price at the beginning or end of each quarterly stock purchase period. The ESPP was adopted effective July 1, 2015. At February 3, 2018, there were 254,795 shares available for purchase under the ESPP. |
| (c) | The 2015 Director Deferred Compensation Plan (Deferred Plan) allows non-employee directors an election to defer all or a portion of their fees into stock units or stock options. The Deferred Plan was adopted effective July 1, 2015 and authorizes grants up to 150,000 authorized but unissued shares of common stock. At February 3, 2018, there were 135,353 shares available for grant under the Deferred Plan. |
| (d) | The 2012 Non-Employee Director Equity Plan (DEP) provides for grants of equity awards to non-employee directors. The DEP was adopted effective May 24, 2012 and authorizes grants of equity awards of up to 500,000 authorized but unissued shares of common stock. At February 3, 2018, there were 306,701 shares available for grant under the DEP. |
(d)The Amended and Restated 2012 Non-Employee Director Equity Plan (DEP) provides for grants of equity awards to non-employee directors. The DEP was adopted effective May 24, 2012 and subsequently amended and restated effective May 25, 2022. The amendment and restatement reset the authorization of grants of equity awards of up to 500,000 authorized but unissued shares of common stock. At January 28, 2023, there were 496,858 shares available for grant under the DEP.
Our plans allow for a variety of equity awards including stock options, restricted stock awards, stock appreciation rights and performance awards. As of February 3, 2018,January 28, 2023, we had only granted awards in the form of stock options, restricted stock units (RSUs) and performance-based units (PSUs) to our employees. The annual grants made for Fiscal 2018,2023, Fiscal 20172022 and Fiscal 2016
2021 to employees consisted solely of RSUs. We have also awarded PSUs to our Named Executive Officers (NEOs) and expect. Due to the Compensation Committeeeconomic uncertainties at the onset of the COVID-19 pandemic, coupled with the timing of our annual equity awards, the Board will continueelected to grant PSUsaward only service-based units to our NEOs in the future.
Fiscal 2021.
As of February 3, 2018,January 28, 2023, we had only granted awards in the form of stock, stock options and deferred stock units (DSUs) to our Board members. Under the DEP, Board members currently receive an annual value of $75,000 worth of equity in the form of stock options or RSUs upon election to the Board and a value of $100,000$110,000 worth of equity in any form allowed within the DEP, for each full year of service, pro-rated for Directors who servehave served less than one full year. The Chairman of the Board receives an annual value of $150,000$135,000 of equity in any form allowed within the DEP.
Due to the economic uncertainties at the onset of the COVID-19 pandemic, coupled with the timing of our annual equity awards, the Board elected to reduce the value of the annual equity award to each applicable Director in Fiscal 2021.
The terms and vesting schedules for stock-based awards vary by type of grant and generally vest upon time-based conditions. Under the DEP, Directors have the option with certain equity formsstock awards to set vestingrelease dates. Upon exercise, stock-based compensation awards are settled with authorized but unissued company stock. All of our awards are classified as equity awards.
The compensation costexpense for these plans was as follows (in thousands):
| | Fiscal Year Ended | |
| | February 3, 2018 | | January 28, 2017 | | January 30, 2016 | |
| | (53 weeks) | | (52 weeks) | | (52 weeks) | |
| Stock-based compensation expense by type: | | | | | | |
| Stock options | | $ | 224 | | | $ | 384 | | | $ | 391 | |
| Restricted stock units | | | 3,536 | | | | 4,010 | | | | 4,632 | |
| Employee stock purchases | | | 96 | | | | 104 | | | | 105 | |
| Director deferred compensation | | | 24 | | | | 94 | | | | 70 | |
| Total stock-based compensation expense | | | 3,880 | | | | 4,592 | | | | 5,198 | |
| Income tax benefit recognized | | | 1,363 | | | | 1,655 | | | | 1,895 | |
| Stock-based compensation expense, net of income tax | | $ | 2,517 | | | $ | 2,937 | | | $ | 3,303 | |
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | January 30,
2021
(52-weeks) |
| Stock-based compensation expense by type: | | | | | |
| Stock options | $ | 155 | | | $ | 174 | | | $ | 90 | |
| Restricted stock units | 6,204 | | | 5,111 | | | 3,495 | |
| Employee stock purchases | 358 | | | 199 | | | 120 | |
| Director deferred compensation | 94 | | | 56 | | | 94 | |
| Total stock-based compensation expense | 6,811 | | | 5,540 | | | 3,799 | |
| Income tax benefit recognized | 1,562 | | | 1,316 | | | 882 | |
| Stock-based compensation expense, net of income tax | $ | 5,249 | | | $ | 4,224 | | | $ | 2,917 | |
Stock-based and deferred stock compensation expenses are included in store operating, selling and administrative expenses. There is no capitalized stock-based compensation cost.expense.
The income tax benefit recognized in our consolidated financial statements, as disclosed above, is based on the amount of compensation expense recorded for book purposes. The actual income tax benefit realized in our income tax return is based on the intrinsic value, or the excess of the market value over the exercise or purchase price, of stock options exercised and restricted stock unit awards vested during the period. The actual income tax benefit realized for the deductions considered on our income tax returns for Fiscal 2018,2023, Fiscal 20172022 and Fiscal 20162021 was from option exercises and restricted stock unit releases and totaled $0.9$2.8 million, $1.2$3.2 million and $2.5$1.0 million, respectively.
Stock Options
Stock options are granted with an exercise price equal to the closing market price of our common stock on the business day immediately preceding the date of grant. Vesting and expiration provisions vary between equity plans, but options granted to employees under the EIP typically vesthave historically vested over a four or five-year period in equal installments beginning on the first anniversary of the grant date and typically expireexpiring on the eightheighth or tenthtenth anniversary of the date of grant. Grants awarded to tenured outside directors under the DEP and Deferred Plan vest immediately upon grant. Grants awarded to outside directors upon appointment to our Board under the DEP vest in full on the first anniversary of the date of grant. Grants awarded to outside directors upon appointment to our Board under the DEP and Deferred Plan vest immediately upon grant andgrant. All grants awarded to outside directors expire on the tenthtenth anniversary of the date of grant.
Activity for our option plans during Fiscal 2023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of
Shares | | Weighted
Average
Exercise
Price | | Weighted
Average
Remaining
Contractual
Term
(Years) | | Aggregate
Intrinsic
Value
($000’s) |
| Options outstanding at January 29, 2022 | 165,926 | | | $ | 41.28 | | | 3.66 | | $ | 3,106 | |
| Granted | 7,212 | | | 46.22 | | | | | |
| Exercised | (54,801) | | | 43.91 | | | | | |
| Forfeited, cancelled or expired | (17,386) | | | 52.73 | | | | | |
| Options outstanding at January 28, 2023 | 100,951 | | | $ | 38.24 | | | 4.03 | | $ | 2,859 | |
| | | | | | | |
| Exercisable at January 28, 2023 | 100,951 | | | $ | 38.24 | | | 4.03 | | $ | 2,859 | |
We use the weighted averageBlack-Scholes pricing model to estimate the fair value of eachstock option granted during Fiscal 2018. The fair value was estimated on the date of grant using thegrant. The Black-Scholes pricing model with the following weighted average assumptions for each period:
| | | Quarter Ended | |
| | | April 29, 2017 | | | October 28, 2017 | | | February 3, 2018 | |
| Grant date | | Mar 14 | | | Sep 16 | | | Sep 30 | | | Dec 31 | |
| Exercise price | | | $29.75 | | | | $13.85 | | | | $14.25 | | | | $20.40 | |
| Weighted average fair value at date of grant | | | $8.47 | | | | $4.20 | | | | $4.09 | | | | $6.37 | |
| Expected option life (years) | | | 4.46 | | | | 4.46 | | | | 3.98 | | | | 3.98 | |
| Expected volatility | | | 30.24% | | | | 33.27% | | | | 33.38% | | | | 36.18% | |
| Risk-free interest rate | | | 1.99% | | | | 1.73% | | | | 1.76% | | | | 2.08% | |
| Dividend yield | | None | | | None | | | None | | | None | |
utilizes expected term, expected volatility, a risk-free interest rate and a dividend yield to estimate fair value. We calculate the expected term for our stock options based on the historical exercise behavior of our participants. Historically, an increase in our stock price has led to a pattern of earlier exercise by participants. Grants made to our Directors have a contractual term of 10 years, while grants made to our employees have a contractual term of 8 years. We have not awarded a stock option grant to employees since 2009. With the absence of option grants to employees, we anticipate the expected term will remain relatively stable.
The volatility used to value stock options is based on historical volatility. We calculate historical volatility using an average calculation methodology based on daily price intervals as measured over the expected term of the option. We have consistently applied this methodology since our adoption of the provisions of ASC Topic 718, Stock Compensation.
In accordance with ASC Topic 718, we base the risk-free interest rate on the annual continuously compounded risk-free rate with a term equal to the option'soption’s expected term. The dividend yield is assumedbased on dividend amounts over past time periods equal in length to be zero since we have no current plan to declare dividends.the expected life of the options.
Activity for ourDetails of stock options granted and the assumptions used in the option plans during Fiscal 2018 waspricing model were as follows:
| | | Number of Shares | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Term (Years) | | | Aggregate Intrinsic Value ($000's) | |
| Options outstanding at January 28, 2017 | | | 263,604 | | | $ | 37.47 | | | | 5.11 | | | $ | 963 | |
| Granted | | | 41,549 | | | | 22.08 | | | | | | | | | |
| Exercised | | | (13,763 | ) | | | 20.44 | | | | | | | | | |
| Forfeited, cancelled or expired | | | (3,240 | ) | | | 26.89 | | | | | | | | | |
| Options outstanding at February 3, 2018 | | | 288,150 | | | $ | 36.15 | | | | 5.12 | | | $ | 324 | |
| | | | | | | | | | | | | | | | | |
| Exercisable at February 3, 2018 | | | 269,573 | | | $ | 37.72 | | | | 4.81 | | | $ | 161 | |
The weighted average grant-date fair value of options granted during Fiscal 2018, Fiscal 2017 and Fiscal 2016 was $6.42, $10.56 and $16.63, respectively. The compensation expense included in store operating, selling and administrative expenses and recognized during Fiscal 2018, Fiscal 2017 and Fiscal 2016 was $0.2 million, $0.4 million and $0.4 million, respectively, before the recognized income tax benefit of $0.1 million each year. | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| January 28,
2023 | | January 29,
2022 | | January 30,
2021 |
| Stock option grants | 1 | | 1 | | 2 |
| Stock option grant date | March 30, 2022 | | March 22, 2021 | | April 7, 2020 |
| Total stock options granted | 7,212 | | 4,384 | | 27,000 |
| Exercise price | $46.22 | | $76.04 | | $12.30 |
| Fair value of stock options | $21.46 | | $39.73 | | $3.33 |
| Expected term | 4.59 years | | 4.63 years | | 2.70 years |
| Expected volatility | 65.05% | | 64.75% | | 41.63% |
| Risk-free interest rate | 2.44% | | 0.77% | | 0.33% |
| Dividend yield | 2.28% | | 0.00% | | 0.00% |
| Intrinsic value of stock options exercised (in millions) | $1.1 | | $2.7 | | $0.8 |
| Total cash received by participants from stock options exercised (in millions) | $3.5 | | $4.7 | | $1.8 |
| Unamortized compensation expense at fiscal period end | none | | none | | none |
The total intrinsic value of stock options exercised during Fiscal 2018, Fiscal 2017 and Fiscal 2016 was $0.1 million, $0.6 million and $0.2 million, respectively. The total cash received from these stock option exercises during Fiscal 2018, Fiscal 2017 and Fiscal 2016 was $0.3 million, $0.4 million and $0.4 million, respectively. For Fiscal 2018, with the adoption of ASU 2016-09, excess income tax proceeds from stock option exercises are no longer applicable. For Fiscal 2017 and Fiscal 2016, excess income tax proceeds from stock option exercises are included in cash flows from financing activities as required by ASC Topic 230, Statement of Cash Flows. As of February 3, 2018, there was approximately $42,000 of total unamortized unrecognized compensation cost related to stock options. This cost is expected to be recognized over a weighted average period of 0.6 years.
Restricted Stock and Performance-Based Units
RSUs and PSUs are granted with a fair value equal to the closing market price of our common stock on the date of grant.business day immediately preceding the grant date. All PSUs have been awarded in the form of restricted stock units. Compensation expense is recorded straight-lineAn award may vest completely at a point in time (cliff-vest) or in increments over the vesting period and, in the casetime (graded-vest). The majority of awards, including PSUs, at the estimated percentageare subject to cliff-vest provisions. A small portion of achievement. Restricted stock unit awards to our employees generally cliffexecutive officers are subject to graded-vest provisions. Generally, RSUs vest inover two to four years fromwith the exception of awards to our Board of Directors who can choose the vest date of grant for those awards that are not performance-based. If a Director chooses to receive their annual equity award in stock and he or she defers the vesting date, then the form of stock is a DSU.award. PSUs provide for awards based on achievement of certain predetermined corporate performance goals and cliff vesttypically cliff-vest in three to five years from the date of grant after achievement of stated performance criterion and upon meeting stated
service conditions.
The following table summarizes the restricted stock unit awards activity under all of our plans during Fiscal 2018:2023:
| | | RSUs | | | PSUs | | | Totals | |
| | | Number of Awards | | | Weighted Average Grant-Date Fair Value | | | Number of Awards | | | Weighted Average Grant-Date Fair Value | | | Number of Awards | | | Weighted Average Grant-Date Fair Value | |
| Restricted stock unit awards outstanding at January 28, 2017 | | | 299,368 | | | $ | 46.68 | | | | 95,475 | | | $ | 44.71 | | | | 394,843 | | | $ | 46.20 | |
| Granted | | | 111,790 | | | | 29.75 | | | | 54,900 | | | | 29.30 | | | | 166,690 | | | | 29.60 | |
| PSU adjustment (1) | | | - | | | | - | | | | (9,380 | ) | | | 45.30 | | | | (9,380 | ) | | | 45.30 | |
| Vested | | | (72,449 | ) | | | 50.91 | | | | (8,625 | ) | | | 54.73 | | | | (81,074 | ) | | | 51.31 | |
| Forfeited, cancelled or expired | | | (25,098 | ) | | | 41.27 | | | | - | | | | - | | | | (25,098 | ) | | | 41.27 | |
| Restricted stock unit awards outstanding at February 3, 2018 | | | 313,611 | | | $ | 40.10 | | | | 132,370 | | | $ | 37.55 | | | | 445,981 | | | $ | 39.34 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RSUs | | PSUs | | Totals |
| Number of
Awards | | Weighted
Average
Grant-Date
Fair Value | | Number of
Awards | | Weighted
Average
Grant-Date
Fair Value | | Number of
Awards | | Weighted
Average
Grant-Date
Fair Value |
| Nonvested at January 29, 2022 | 555,498 | | | $ | 23.28 | | | 35,117 | | | $ | 55.19 | | | 590,615 | | | $ | 25.18 | |
| Granted | 108,610 | | | 46.26 | | | 49,978 | | | 46.22 | | | 158,588 | | | 46.25 | |
| PSU adjustment (1) | — | | | — | | | 5,050 | | | 18.04 | | | 5,050 | | | 18.04 | |
| Vested | (190,547) | | | 22.15 | | | (17,675) | | | 18.04 | | | (208,222) | | | 21.80 | |
| Forfeited, cancelled or expired | (8,728) | | | 31.65 | | | — | | | — | | | (8,728) | | | 31.65 | |
| Nonvested at January 28, 2023 | 464,833 | | | $ | 28.62 | | | 72,470 | | | $ | 55.48 | | | 537,303 | | | $ | 32.24 | |
(1)PSU adjustment represents the net RSUs awarded to our NEOs above andor below their target grants resulting from the achievement of performance goals above or below the performance targets established at grant. One grant goal was achieved at 50%200% of its target based on Fiscal 2020 through Fiscal 2022 financial results.
Compensation expense is recognized on a straight-line basis over the vesting period for cliff-vest awards and, another goal was achievedin the case of PSUs, at 80%the estimated percentage of achievement. For graded-vest awards, the award is divided into vesting tranches and the compensation expense is recognized on a straight-line basis for all performance equity awards released in Fiscal 2018; therefore, the adjustment was negative.each tranche separately.
The weighted average grant date fair valueDetails of our RSUs granted was $29.60, $35.12 and $50.48 for Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. Therevested were 166,690, 163,643 and 111,705 RSUs awarded during Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. The compensation expense included in store operating, selling and administrative expenses and recognized during Fiscal 2018, Fiscal 2017 and Fiscal 2016 was $3.5 million, $4.0 million and $4.6 million, respectively, before the recognized income tax benefit of $1.3 million, $1.5 million and $1.7 million, respectively.as follows:
During Fiscal 2018, RSU awards of 81,074 unit awards, including 8,625 awards that were PSUs, vested with an intrinsic value of $2.4 million. The total intrinsic value of our RSU awards outstanding and unvested at February 3, 2018, January 28, 2017 and January 30, 2016 was $9.9 million, $12.9 million and $10.9 million, respectively. As of February 3, 2018, there was approximately $5.2 million of total unamortized unrecognized compensation cost related to RSU awards. This cost is expected to be recognized over a weighted average period of 2.3 years. | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| January 28,
2023 | | January 29,
2022 | | January 30,
2021 |
| RSUs granted, including PSUs | 158,588 | | 84,523 | | 337,749 |
| Weighted average grant date fair value of RSU awards | $46.25 | | $76.22 | | $12.42 |
| Vested RSU awards, including PSUs | 208,222 | | 150,410 | | 147,042 |
| Intrinsic value of vested awards (in millions) | $7.3 | | $10.5 | | $3.3 |
| Intrinsic value of outstanding and unvested awards (in millions) | $35.5 | | $35.2 | | $38.1 |
| Unrecognized compensation expense at fiscal period end (in millions) | $7.5 | | $7.0 | | $4.4 |
| Estimated weighted average period unrecognized compensation expense expected to be recognized | 1.7 years | | 2.0 years | | 2.3 years |
Employee Stock Purchase Plan
The Company'sCompany’s ESPP allows eligible employees the right to purchase shares of our common stock, subject to certain limitations, at 85% of the lesser of the market value at the end of each calendar quarter (purchase date) or the beginning of each calendar quarter. Our employee purchases of common stock and the average price per share through the ESPP, were as follows:
| Fiscal Year Ended | | Shares Purchased | | | Average Price Per Share | |
| February 3, 2018 | | | 23,555 | | | $ | 16.36 | |
| January 28, 2017 | | | 14,890 | | | $ | 28.48 | |
| January 30, 2016 | | | 12,251 | | | $ | 33.40 | |
Thewell as the assumptions used in the option pricing model were as follows:
| | | Fiscal Year Ended | | | | | | | | | | | | | | | | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | | | Fiscal Year Ended |
| | | January 28,
2023 | | January 29,
2022 | | January 30,
2021 |
| Shares purchased | | Shares purchased | 32,586 | | 14,447 | | 36,059 |
| Average price per share | | Average price per share | $48.33 | | $50.01 | | $11.99 |
| Weighted average fair value at date of grant | | | $4.06 | | | | $6.98 | | | | $9.48 | | Weighted average fair value at date of grant | $14.33 | | $14.33 | | $4.18 |
| Expected life (years) | | | 0.25 | | | | 0.25 | | | | 0.25 | | Expected life (years) | 0.25 | | 0.25 | | 0.25 |
| Expected volatility | | | 30.2% - 36.2% | | | | 30.1% - 32.0% | | | | 32.0% - 36.2% | | Expected volatility | 51.4% - 53.6% | | 49.2% - 50.4% | | 41.4% - 50.2% |
| Risk-free interest rate | | | 1.19% - 2.48% | | | | 0.37% - 0.68% | | | | 0.02% - 0.09% | | Risk-free interest rate | 1.56% - 7.31% | | 0.11% - 0.33% | | 0.20% - 3.60% |
| Dividend yield | | None | | | None | | | None | | Dividend yield | 1.39% - 2.36% | | 1.12% - 1.41% | | None |
The expense related to the ESPP was determined using the Black-Scholes option pricing model and the provisions of ASC Topic 718 as it relates to accounting for certain employee stock purchase plans with a look-back option. The compensation expense included in store operating, selling and administrative expenses and recognized during each of Fiscal 2018, Fiscal 2017 and Fiscal 2016 was $0.1 million.
Director Deferred Compensation
Under the Deferred Plan, non-employee directors can elect to defer all or a portion of their Board and Board Committee fees into cash, stock options or deferred stock units. Those fees deferred into stock options are subject to the same provisions as provided for in the DEP and are expensed and accounted for accordingly. Director fees deferred into stock units are calculated and expensed each calendar quarter by taking totaldeferred fees earned during the calendar quarter and dividing by the closing price of our common stock on the last day of the calendar quarter, rounded to the nearest whole share. Director fees deferred into stock units are calculated and expensed each calendar quarter by taking deferred fees earned during the calendar quarter and dividing by the closing price of our common stock on the business day immediately preceding the last day of the calendar quarter, rounded to the nearest whole share. The total annual retainer, Board and Board Committee fees for non-employee directors that are not deferred into stock options, but which includes amounts deferred into stock units under the Deferred Plan, are expensed as incurred in all periods presented. A totalThe number of 1,195, 2,542 and 1,812 stock unitsDirectors who participated in the Deferred Plan as well as the number of shares deferred each year were deferred under this plan in Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. One director has elected to defer compensation into stock units in calendar 2018.as follows:
The compensation expense included in store operating, selling and administrative expenses and recognized during Fiscal 2018, Fiscal 2017 and Fiscal 2016 was $24,000, $94,000 and $70,000, respectively, before the recognized income tax benefit of $9,000, $35,000 and $26,000, respectively. | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| January 28,
2023 | | January 29,
2022 | | January 30,
2021 |
| Number of directors that deferred all or a portion of their fees | 1 | | 2 | | 2 |
| Shares deferred under the Deferred Plan | 1,832 | | 729 | | 4,368 |
NOTE 4.6. EARNINGS PER SHARE
The computation of basic earnings per share (EPS)("EPS") is based on the number of weighted average common shares outstanding during the period. The computation of diluted EPS is based on the weighted average number of shares outstanding plus the incremental shares that would be outstanding assuming exercise of dilutive stock options and issuance of restricted stock. The number of incremental shares is calculated by applying the treasury stock method.
The following table sets forth the computation of basic and diluted earnings per share in thousands:
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | |
| Net income | | $ | 35,030 | | | $ | 61,075 | | | $ | 70,528 | |
| | | | | | | | | | | | | �� |
| Weighted average number of common shares outstanding | | | 20,347 | | | | 22,240 | | | | 23,947 | |
| Dilutive stock options | | | 5 | | | | 40 | | | | 35 | |
| Dilutive restricted stock units | | | 98 | | | | 147 | | | | 147 | |
| Weighted average number of common shares outstanding and dilutive shares | | | 20,450 | | | | 22,427 | | | | 24,129 | |
| | | | | | | | | | | | | |
| Basic earnings per share | | $ | 1.72 | | | $ | 2.75 | | | $ | 2.95 | |
| Diluted earnings per share | | $ | 1.71 | | | $ | 2.72 | | | $ | 2.92 | |
- 53 - | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | January 30,
2021
(52-weeks) |
| Net income | $ | 128,057 | | | $ | 174,313 | | | $ | 74,266 | |
| | | | | |
| Weighted average number of common shares outstanding | 12,951 | | | 14,993 | | | 16,547 | |
| Dilutive stock options | 298 | | | 130 | | | 77 | |
| Dilutive restricted stock units | 66 | | | 459 | | | 413 | |
| Weighted average number of common shares outstanding and dilutive shares | 13,315 | | | 15,582 | | | 17,037 | |
| | | | | |
| Basic earnings per share | $ | 9.89 | | | $ | 11.63 | | | $ | 4.49 | |
| Diluted earnings per share | $ | 9.62 | | | $ | 11.19 | | | $ | 4.36 | |
In calculating diluted earnings per share, forno options to purchase shares of common stock outstanding as of the end of the periods were excluded in the computations of diluted earnings per share due to their anti-dilutive effect in Fiscal 2018, 235,2322023 and Fiscal 2022. In calculating diluted earnings per share, 95,724 options to purchase shares of common stock outstanding as of the end of the period were excluded in the computations of diluted earnings per share due to their anti-dilutive effect. In calculating diluted earnings per share foreffect in Fiscal 2017, 104,091 options to purchase shares of common stock outstanding as of the end of the period were2021.
At January 28, 2023, we excluded in the computations of diluted earnings per share due to their anti-dilutive effect. In calculating diluted earnings per share for Fiscal 2016, 120,206 options to purchase shares of common stock outstanding as of the end of the period were excluded in the computations of diluted earnings per share due to their anti-dilutive effect.
We excluded 50,100 nonvested77,470 non-vested stock awards granted to certain employees from the computation of diluted weighted average common shares and common share equivalents outstanding, because they are subject to performance-based annual vesting conditions which had not been achieved by the end of Fiscal 2018.2023. Assuming the performance criteria had been achieved at target as of February 3, 2018,January 28, 2023, the incremental dilutive impact would have been 50,10039,579 shares.
NOTE 5. DEBT7. STOCK REPURCHASE PROGRAM
AtOur Board of Directors (the "Board") has authorized a stock repurchase program (the "Repurchase Program") since August 2004; replacing, amending, renewing and extending the Repurchase Program periodically. In the most recent amendment in May 2021, the Board authorized an expansion and extension of the Repurchase Program by $500.0 million to a total of $800.0 million to repurchase our common stock in the periods of November 2015 through February 3, 2018, we had two unsecured credit facilities, which are renewable1, 2025.
The Repurchase Program authorizes repurchases of our common stock in Marchopen market or negotiated transactions, with the amount and April 2018. The March facility allows for borrowings up to $30.0 million with an interest rate agreed upon between lendertiming of repurchases dependent on market conditions and borrower at the time loan is made. discretion of our management. In addition to the Repurchase Program, we also acquire shares of our common stock from holders of restricted stock unit awards to satisfy withholding tax requirements due at vesting. Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements do not reduce the authorized amounts of repurchases under the Repurchase Program.
The April facility allows for borrowings upnumber of shares repurchased under the Repurchase Program and acquired from holders of restricted stock unit awards to $30.0satisfy tax withholding requirements were as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | 52-Weeks Ended |
| | January 28, 2023 | | January 29, 2022 | | January 30, 2021 |
| Common stock repurchased under the Repurchase Program | | 797,033 | | | 3,370,751 | | | 578,336 | |
| Aggregate cost of repurchases under the Repurchase Program | | $ | 38,458 | | | $ | 267,826 | | | $ | 16,718 | |
| Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements | | 51,558 | | | 46,095 | | | 42,449 | |
| Tax withholding requirements from holders of restricted stock unit awards | | $ | 2,446 | | | $ | 3,257 | | | $ | 897 | |
Historically, under all stock repurchase authorizations and including shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements, we have repurchased a total of 27.2 million shares of our common stock at an
approximate cost of $974.8 million as of January 28, 2023 and had approximately $330.1 million remaining under the Repurchase Program authorization.
Subsequent to January 28, 2023, we have repurchased 121,996 shares at a ratecost of one month LIBOR plus 2.5%. Under$7.9 million. As of March 20, 2023, approximately $322.1 million remained under the Repurchase Program authorization.
NOTE 8. DIVIDENDS
On June 2021, the Board instituted a recurring quarterly cash dividend with the first cash dividend payment made on July 20, 2021. Since inception, our quarterly dividend has been $0.25 per share.
The number of declarations and cash dividends paid were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | 52-Weeks Ended |
| | January 28, 2023 | | January 29, 2022 | | January 30, 2021 |
| Number of declarations | | 4 | | 3 | | N/A |
| Cash dividends paid (in millions) | | $12.9 | | $10.9 | | N/A |
| Total paid per share during fiscal year | | $1.00 | | $0.75 | | N/A |
Subsequent to January 28, 2023, on March 1, 2023, the Board declared a cash dividend of $0.25 per common share, payable on March 28, 2023, to stockholders of record at the close of business on March 16, 2023. The estimated payment is expected to be $3.2 million.
NOTE 9. COMMITMENTS AND CONTINGENCIES
Annual Bonuses and Equity Incentive Awards
Specified officers and corporate employees of our Company are entitled to annual bonuses, primarily based on measures of Company operating performance. At January 28, 2023, there was no annual bonus-related expense included in accrued payroll expenses. At January 29, 2022, $13.0 million of annual bonus-related expense was included in accrued payroll expenses.
The Compensation Committee (the "Committee") of the Board places performance criteria on awards of PSUs made in the form of RSUs to our NEOs under the EIP. The performance criteria are tied to performance targets with respect to future sales and operating income over a specified period of time. These PSUs are expensed under the provisions of both facilities, we do not pay commitment feesASC Topic 718 and are evaluated each quarter to determine the probability that the performance conditions set within will be met.
Legal Proceedings and Other Contingencies
We are a party to various legal proceedings incidental to our business. Where we are able to reasonably estimate an amount of probable loss in these matters based on known facts, we have accrued that amount as a current liability on our balance sheet. We are not subjectable to covenant requirements. There were seven days duringreasonably estimate the 53 weeks ended February 3, 2018, where we incurred borrowings against our credit facilitiespossible loss or range of loss in excess of the amount accrued for an average and maximum borrowing of $4.1 million and $4.9 million, respectively, and an average interest rate of 2.78%. At February 3, 2018, a total of $60.0 million wasthese proceedings based on the information currently available to us, fromincluding, among others, (i) uncertainties as to the outcome of pending proceedings (including motions and appeals) and (ii) uncertainties as to the likelihood of settlement and the outcome of any negotiations with respect thereto. We do not believe that any of these facilities.
Subsequent to February 3, 2018, we renewedmatters will, individually or in the aggregate, have a material effect on our business or financial condition. We cannot give assurance, however, that one or more of these proceedings will not have a material effect on our $30.0 million facilitiesresults of operations for the period in which allows for borrowings up to $30.0 million at a rate agreed upon between lender and borrower at the time loan is made. The renewal was effective March 22, 2018 and will expire on April 30, 2019.
they are resolved. At January 28, 2017, we had two unsecured credit facilities, which were renewable in August and November 2017. The August facility allowed for borrowings up to $30.0 million with an interest rate at one month LIBOR plus 2.0%. The November facility allowed for borrowings up to $50.0 million at a rate of prime plus 2%. Under the provisions of both facilities, we did not pay commitment fees and were not subject to covenant requirements. There were 19 days during the fifty-two weeks ended January 28, 2017, where we incurred borrowings against our credit facilities for an average and maximum borrowing of $6.6 million and $11.8 million, respectively, and an average interest rate of 2.50%. At January 28, 2017, a total of $80.0 million was available to us from these facilities.
We have entered into capital leases for certain property and transportation equipment. At February 3, 2018, total capital lease obligations were $3.2 million, of which $0.7 million was classified as a short-term liability and included in capital lease obligations and $2.5 million was classified as a long-term liability and included in capital lease obligations in our consolidated balance sheet. At January 28, 2017, total capital lease obligations were $3.5 million, of which $0.6 million was classified as a short-term liability and included in capital lease obligations and $2.9 million was classified as a long-term liability and included in capital lease obligations in our consolidated balance sheet. The cost basis of total assets under capital leases at February 3, 20182023 and January 28, 2017 was $5.4 million and $5.1 million, respectively, with accumulated amortization at February 3, 2018 and January 28, 2017 of $2.7 million and $2.1 million, respectively. Amortization expense related to assets under capital leases was $0.6 million, $0.6 million and $0.5 million in Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively.29, 2022, the estimated liability is immaterial.
We lease the majorityThe estimates of our stores under operating leases. The leases typically provideliability for termspending and unasserted potential claims do not include litigation costs. It is our policy to accrue legal fees when it is probable that we will have to defend against known claims or allegations and we can reasonably estimate the amount of fivethe anticipated expense.
From time to ten years with options to extend at our discretion. Manytime, we enter into certain types of our leases contain scheduled increases in annual rent payments and the majority of our leases alsoagreements that require us to pay maintenance, insuranceindemnify parties against third-party claims under certain circumstances. Generally, these agreements relate to: (a) agreements with vendors and suppliers under which we may provide customary indemnification to our vendors and suppliers in respect to actions they take at our request or otherwise on our behalf; (b) agreements to indemnify vendors against trademark and copyright infringement claims concerning merchandise manufactured specifically for or on behalf of the Company; (c) real estate taxes. Additionally, manyleases, under which we may agree to indemnify the
lessors from claims arising from our use of the leaseproperty; and (d) agreements contain tenant improvement allowances, rent holidays and/with our directors, officers and employees, under which we may agree to indemnify such persons for liabilities arising out of their relationship with us. We have director and officer liability insurance, which, subject to the policy’s conditions, provides coverage for indemnification amounts payable by us with respect to our directors and officers up to specified limits and subject to certain deductibles.
If we believe that a loss is both probable and estimable for a particular matter, the loss is accrued in accordance with the requirements of ASC Topic 450, Contingencies. With respect to any matter, we could change our belief as to whether a loss is probable or rent escalation clauses (contingent rentals) based on net sales for the location. For purposesestimable, or its estimate of recognizing incentives and minimum rental expenses on a straight-line basis over the termsloss, at any time.
NOTE 10. INCOME TAXES
A summary of the leases, we use the date of initial possession to begin amortization, which is generally when we enter the space and begin to make improvements in preparation of our intended use.
Most of our store leases contain provisions that allow for early terminationcomponents of the lease if certain pre-determined annual sales levels are not met. Generally, these provisions allow the lease to be terminated between the third and fifth year of the lease. Should the lease be terminated under these provisions, in some cases, the unamortized portion of any landlord allowances related to that property would be payable to the landlord.
We also lease certain office equipment and transportation equipment under operating leases having initial terms of more than one year.
During Fiscal 2018, we opened 44 new stores and increased our lease commitments by a net of 1 store. Of the 44 new stores, the initial lease termination dates were between October 2022 and January 2025. At February 3, 2018, the future minimum lease payments under capital leases and the present value of such payments, and the future minimum lease payments under our operating leases, excluding maintenance, insurance and real estateprovision for income taxes wereis as follows (in thousands):
| | | Capital | | | Operating | | | Total | |
| Fiscal 2019 | | $ | 889 | | | $ | 59,596 | | | $ | 60,485 | |
| Fiscal 2020 | | | 863 | | | | 51,259 | | | | 52,122 | |
| Fiscal 2021 | | | 702 | | | | 41,302 | | | | 42,004 | |
| Fiscal 2022 | | | 460 | | | | 30,558 | | | | 31,018 | |
| Fiscal 2023 | | | 438 | | | | 21,107 | | | | 21,545 | |
| Thereafter | | | 596 | | | | 36,124 | | | | 36,720 | |
| Total minimum lease payments | | | 3,948 | | | | 239,946 | | | | 243,894 | |
| Less amount representing interest | | | 763 | | | | - | | | | 763 | |
| Present value of total minimum lease payments | | $ | 3,185 | | | $ | 239,946 | | | $ | 243,131 | |
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | January 30,
2021
(52-weeks) |
| Federal: | | | | | |
| Current | $ | 26,256 | | | $ | 37,013 | | | $ | 23,651 | |
| Deferred | 5,888 | | | 7,142 | | | (4,191) | |
| 32,144 | | | 44,155 | | | 19,460 | |
| State: | | | | | |
| Current | 6,326 | | | 9,128 | | | 5,580 | |
| Deferred | 437 | | | 296 | | | (1,354) | |
| 6,763 | | | 9,424 | | | 4,226 | |
| Provision for income taxes | $ | 38,907 | | | $ | 53,579 | | | $ | 23,686 | |
Rental expense for all operating leases consisted
A reconciliation of the following (in thousands):statutory federal income tax rate to the effective tax rate as a percentage of income before provision for income taxes is as follows:
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | |
| Minimum rentals | | $ | 54,337 | | | $ | 54,910 | | | $ | 52,538 | |
| Contingent rentals | | | 4,931 | | | | 4,744 | | | | 4,434 | |
| | | $ | 59,268 | | | $ | 59,654 | | | $ | 56,972 | |
NOTE 7. DEFINED CONTRIBUTION BENEFIT PLANS | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | January 30,
2021
(52-weeks) |
| Tax provision computed at the federal statutory rate | 21.00 | % | | 21.00 | % | | 21.00 | % |
| Effect of state income taxes, net of federal benefits | 3.33 | | | 3.50 | | | 3.47 | |
| | | | | |
| | | | | |
| | | | | |
| Other, net | (1.03) | | | (0.99) | | | (0.29) | |
| | | | | |
| 23.30 | % | | 23.51 | % | | 24.18 | % |
We maintain the Hibbett Sports, Inc. 401(k) Plan (401(k) Plan) for the benefit of our employees. The 401(k) Plan covers all employees who have completed one year of service. Participants of the 401(k) Plan may voluntarily contribute from 1% to 100% of their compensation subject to certain yearly dollar limitations as allowed by law. These elective contributions are made under the provisions of Section 401(k) of the Internal Revenue Code which allows deferral of
Deferred income taxes on the consolidated balance sheets result from temporary differences between the amount contributedof assets and liabilities recognized for financial reporting and income tax purposes. The components of the deferred income taxes, net, are as follows (in thousands):
| | | | | | | | | | | |
| | January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) |
| Rent | $ | 75,044 | | | $ | 72,452 | |
| Inventories | 3,581 | | | 2,795 | |
| Accruals | 5,676 | | | 8,175 | |
| Stock-based compensation | 2,595 | | | 2,704 | |
| Other | 136 | | | 85 | |
| Total deferred tax assets | 87,032 | | | 86,211 | |
| Rent | (70,418) | | | (66,056) | |
| Accumulated depreciation and amortization | (13,067) | | | (10,440) | |
| Prepaid expenses | (2,680) | | | (2,336) | |
| State taxes | — | | | (192) | |
| Other | (5) | | | |
| Total deferred tax liabilities | (86,170) | | | (79,024) | |
| Deferred income taxes, net | $ | 862 | | | $ | 7,187 | |
Deferred tax assets represent items that will be used as a tax deduction or credit in future tax returns or are items of income that have not been recognized for financial statement purposes but were included in the current or prior tax returns for which we have already properly recorded the tax benefit in the consolidated statements of operations. At least quarterly, we assess the likelihood that the deferred tax assets balance will be recovered. We take into account such factors as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of a realization of a deferred tax asset. To the extent recovery is not more likely than not, a valuation allowance is established against the deferred tax asset, increasing our income tax expense in the year such determination is made. We have determined that no such allowance is required in any period presented.
We apply the provisions of ASC Subtopic 740-10 in accounting for uncertainty in income taxes. In accordance with ASC Subtopic 740-10, we recognize a tax benefit associated with an uncertain tax position when, in our judgment based on technical merits, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, we initially and subsequently measure the tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. Our liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the 401(k) Plan. Effectiveprogress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. Our effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management.
We file income tax returns in the U.S. federal and various state jurisdictions. A number of years may elapse before a particular matter for which we have recorded a liability related to an unrecognized tax benefit is audited and finally resolved. Generally, we are not subject to changes in income taxes by the U.S. federal taxing jurisdiction for years prior to Fiscal 2016,2020 or by most state taxing jurisdictions for years prior to Fiscal 2019. While it is often difficult to predict the Board adoptedfinal outcome or the Safe Harbor provisionstiming of resolution of any particular tax matter, we believe our liability for unrecognized tax benefits is adequate. Favorable settlement of an unrecognized tax benefit could be recognized as a reduction in our 401(k) Plan. Foreffective tax rate in the period of resolution. Unfavorable settlement of an unrecognized tax benefit could increase the effective tax rate and may require the use of cash in the period of resolution. Our liability for unrecognized tax benefits is generally presented as non-current. However, if we anticipate paying cash within one year to settle an uncertain tax position, the liability is presented as current.
A reconciliation of the unrecognized tax benefit, excluding estimated interest and penalties, under ASC Subtopic 740-10 follows
(in thousands):
| | | | | | | | | | | | | |
| January 28,
2023
(52-weeks) | | January 29,
2022
(52-weeks) | | |
| Unrecognized tax benefits - beginning of year | $ | 455 | | | $ | 616 | | | |
| Gross increases - tax positions in prior period | 76 | | | — | | | |
| Gross decreases - tax positions in prior period | (48) | | | (51) | | | |
| | | | | |
| | | | | |
| Lapse of statute of limitations | (111) | | | (110) | | | |
| Unrecognized tax benefits - end of year | $ | 372 | | | $ | 455 | | | |
We classify interest and penalties recognized on unrecognized tax benefits as income tax expense. We have accrued interest and penalties in the amount of $0.1 million, $0.1 million and $0.1 million as of January 28, 2023, January 29, 2022 and January 30, 2021, respectively. During Fiscal 2018,2023, Fiscal 20172022 and Fiscal 2016,2021, we matched 100%recorded a benefit of $15,000, $18,000 and $28,000, respectively, for the first 3%accrual of eligible compensationinterest and 50%penalties in the consolidated statement of operations.
Of the next 3%unrecognized tax benefits as of eligible compensation for a total possible match of 4.5% of the first 6% of eligible compensation. Contribution expense incurred under the 401(k) Plan for Fiscal 2018, Fiscal 2017January 28, 2023, January 29, 2022 and Fiscal 2016 was $1.4January 30, 2021, $0.3 million, $1.4$0.3 million and $1.0$0.4 million, respectively.respectively, if recognized, would affect our effective income tax rate.
We maintain the Hibbett Sports, Inc. Supplemental 401(k) Plan (Supplemental Plan) for the purpose of supplementing the employer matching contribution and salary deferral opportunity available to highly compensated employees whose ability to receive Company matching contributions and defer salary under the 401(k) Plan was limited because of certain restrictions applicable to qualified plans. The non-qualified deferred compensation Supplemental Plan allows participants to defer up to 40% of their compensation. Historically, participants received an employer matching contribution equal to $0.75 for each dollar of compensation deferred, subject to a maximum of 4.5% of compensation and subject to Board discretion. The matching contribution under the Supplemental Plan was set by the Board to equal no more than $0.75 for each dollar of compensation deferred under both the 401(k) Plan and the Supplemental Plan up to 6.0% of compensation. Effective Fiscal 2016, with the adoption of the Safe Harbor provisions under our 401(k) Plan, contributions to the Supplemental Plan are no longer subject to matching provisions. There was no contribution expense incurred under the Supplemental Plan for Fiscal 2018 and Fiscal 2017. Contribution expense incurred under the Supplemental Plan for Fiscal 2016 was $19,000. The Supplemental Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.
We maintain the Hibbett Sports, Inc. Executive Voluntary Deferral Plan (Voluntary Plan) that provides key executives of the Company an opportunity to defer, on a pre-tax basis, up to 50% of their base salary and up to 100% of any bonus earned. Participants, at election, determine the date payout is to be made with payout options as either a lump-sum payout or installment payments over 2 to 10 years. The Voluntary Plan is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) and was effective February 1, 2010 and is also intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.
We maintain a Flexible Spending Account Plan (FSA) that allows employees to set aside pre-tax amounts for out-of-pocket health care and dependent care expenses. The health care FSA is subject to ERISA, whereas the dependent care FSA is not. Employees are eligible to participate in the FSA upon meeting eligibility requirements or upon a defined qualifying event, and may enroll annually during an open enrollment period. Plan amounts are determined annually by the employee in advance and are subject to IRS dollar limitations. Employee elections, in general, cannot be increased, decreased or discontinued during the election period. Unused amounts at the end of the plan year are subject to forfeiture and such forfeitures can be used to offset administrative expenses.
NOTE 8.11. RELATED-PARTY TRANSACTIONS
Active related parties at January 28, 2023
Preferred Growth Properties, LLC ("PGP")
The Company leases one store under a lease arrangement with PGP (formerly AL Florence Realty Holdings 2010, LLC,LLC), a wholly-ownedwholly owned subsidiary of Books-A-Million, Inc., (BAMM) ("BAMM"). One of our Directors, Terrance G. Finley, is an executive officer of BAMM. Minimum annual lease payments are $0.1 million, if not in co-tenancy, and the lease termination date is February 2022. In Fiscal 2018, Fiscal 2017 and Fiscal 2016, minimum lease payments were $0.1 million.28, 2027. Minimum lease payments remaining under this lease at February 3, 2018January 28, 2023 were $0.5 million.immaterial.
NOTE 9. INCOME TAXEST.I.G. Management, LLC ("TIG")
A summaryTIG performs certain new store and store remodel construction for the Company and is owned by a close relative of the components of the provision/(benefit)Company's President and CEO. In Fiscal 2023, Fiscal 2022 and Fiscal 2021, payments to TIG for income taxes is as follows (in thousands):
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | |
| Federal: | | | | | | | | | |
| Current | | $ | 16,154 | | | $ | 31,007 | | | $ | 36,053 | |
| Deferred | | | 3,257 | | | | 1,359 | | | | 1,188 | |
| | | | 19,411 | | | | 32,366 | | | | 37,241 | |
| State: | | | | | | | | | | | | |
| Current | | | 1,668 | | | | 3,042 | | | | 3,743 | |
| Deferred | | | 338 | | | | 13 | | | | 200 | |
| | | | 2,006 | | | | 3,055 | | | | 3,943 | |
| Provision for income taxes | | $ | 21,417 | | | $ | 35,421 | | | $ | 41,184 | |
A reconciliation of the statutory federal income tax ratetheir services were $10.2 million, $6.7 million and $6.1 million, respectively. The amounts outstanding to the effective tax rate as a percentage of income before provision for income taxes follows:
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | |
| Tax provision computed at the federal statutory rate | | | 33.72 | % | | | 35.00 | % | | | 35.00 | % |
| Effect of state income taxes, net of federal benefits | | | 2.50 | | | | 2.22 | | | | 2.40 | |
| Enactment of the Tax Cuts and Jobs Act | | | 1.39 | | | | N/A | | | | N/A | |
| Other, net | | | (0.33 | ) | | | (0.51 | ) | | | (0.53 | ) |
| | | | 37.94 | % | | | 36.71 | % | | | 36.87 | % |
With the enactment of the Tax Cuts and Jobs Act (the Act)TIG included in accounts payable on December 22, 2017, Fiscal 2018 financial results include a $0.8 million non-cash increase in income tax expense resulting from revaluing our net deferred tax assets to reflect the recently enacted 21.0% federal corporate tax rate effective January 1, 2018. These estimates are based on our initial analysis of the Act and may be adjusted in future periods as required. The Act has significant complexity, and implementation guidance from the Internal Revenue Service, clarifications of state tax law and the completion of our tax return filings could all impact these estimates. We do not believe potential adjustments in future periods would materially impact our financial condition or results of operations. The provisions of the Act related to foreign earnings do not impact our financial statements.
Deferred income taxes on the consolidated balance sheets result from temporary differences between the amountat January 28, 2023 and January 29, 2022, were immaterial.
Retail Security Gates, LLC ("RSG")
RSG provides specially manufactured store front security gates and, as of assets and liabilities recognized for financial reporting and income tax purposes. The componentsFiscal 2022, is 50% owned by a close relative of the deferred income taxes, net, are as follows (in thousands):
| | | | | | | |
| | | February 3, 2018 | | | January 28, 2017 | |
| | | (53 weeks) | | | (52 weeks) | |
| Deferred rent | | $ | 6,971 | | | $ | 10,298 | |
| Inventories | | | 3,209 | | | | 4,953 | |
| Accruals | | | 3,616 | | | | 5,709 | |
| Stock-based compensation | | | 3,714 | | | | 4,974 | |
| Other | | | 49 | | | | 150 | |
| Total deferred tax assets | | | 17,559 | | | | 26,084 | |
| | | | | | | | | |
| Accumulated depreciation and amortization | | | (14,395 | ) | | | (19,735 | ) |
| Prepaid expenses | | | (644 | ) | | | (836 | ) |
| Accruals | | | (224 | ) | | | - | |
| State taxes | | | (120 | ) | | | (228 | ) |
| Total deferred tax liabilities | | | (15,383 | ) | | | (20,799 | ) |
| Deferred income taxes, net | | $ | 2,176 | | | $ | 5,285 | |
Deferred tax assets represent items that will be used as a tax deduction or credit in future tax returns or are items of income that have not been recognizedCompany's President and CEO. In Fiscal 2023 and Fiscal 2022, payments to RSG for financial statement purposes buttheir services were $1.0 million and $0.3 million, respectively. The amounts outstanding to RSG included in the current or prior tax returns for which we have already properly recorded the tax benefit in the consolidated statements of operations. At least quarterly, we assess the likelihood that the deferred tax assets balance will be recovered. We take into account such factors as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of a realization of a deferred tax asset. To the extent recovery is not more likely than not, a valuation allowance is established against the deferred tax asset, increasing our income tax expense in the year such determination is made. We have determined that no such allowance is required.
We apply the provisions of ASC Subtopic 740-10 in accounting for uncertainty in income taxes. In accordance with ASC Subtopic 740-10, we recognize a tax benefit associated with an uncertain tax position when, in our judgment basedaccounts payable on technical merits, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, we initially and subsequently measure the tax benefit as the largest amount that we judge to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. Our liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. Our effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management.
We file income tax returns in the U.S. federal and various state jurisdictions. A number of years may elapse before a particular matter for which we have recorded a liability related to an unrecognized tax benefit is audited and finally resolved. Generally, we are not subject to changes in income taxes by the U.S. federal taxing jurisdiction for years prior to Fiscal 2015 or by most state taxing jurisdictions for years prior to Fiscal 2014. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe our liability for unrecognized tax benefits is adequate. Favorable settlement of an unrecognized tax benefit could be recognized as a reduction in our effective tax rate in the period of resolution. Unfavorable settlement of an unrecognized tax benefit could increase the effective tax rate and may require the use of cash in the period of resolution. Our liability for unrecognized tax benefits is generally presented as non-current. However, if we anticipate paying cash within one year to settle an uncertain tax position, the liability is presented as current.
A reconciliation of the unrecognized tax benefit, excluding estimated interest and penalties, under ASC Subtopic 740-10 follows (in thousands):
| | | Fiscal Year Ended | |
| | | February 3, 2018 | | | January 28, 2017 | | | January 30, 2016 | |
| | | (53 weeks) | | | (52 weeks) | | | (52 weeks) | |
| Unrecognized tax benefits - beginning of year | | $ | 1,267 | | | $ | 1,242 | | | $ | 1,339 | |
| Gross increases - tax positions in prior period | | | 140 | | | | 158 | | | | 90 | |
| Gross decreases - tax positions in prior period | | | (7 | ) | | | (26 | ) | | | (39 | ) |
| Gross increases - tax positions in current period | | | 70 | | | | 121 | | | | 122 | |
| Settlements | | | - | | | | - | | | | - | |
| Lapse of statute of limitations | | | (314 | ) | | | (228 | ) | | | (270 | ) |
| Unrecognized tax benefits - end of year | | $ | 1,156 | | | $ | 1,267 | | | $ | 1,242 | |
We classify interest and penalties recognized on unrecognized tax benefits as income tax expense. We have accrued interest and penalties in the amount of $0.1 million as of February 3, 2018, January 28, 2017 and January 30, 2016, respectively. During Fiscal 2018, Fiscal 2017 and Fiscal 2016, we recorded $4,000, $21,000 and ($5,000), respectively, for the accrual of interest and penalties in the consolidated statement of operations.
Of the unrecognized tax benefits as of February 3, 2018, January 28, 2017 and January 30, 2016, $1.0 million, $0.9 million and $0.9 million, respectively, if recognized, would affect our effective income tax rate.
NOTE 10. COMMITMENTS AND CONTINGENCIES
Annual Bonuses and Equity Incentive Awards
Specified officers and corporate employees of our Company are entitled to annual bonuses, primarily based on measures of Company operating performance. At February 3, 2018 and January 28, 2017, there was $1.9 million and $3.3 million, respectively, of annual bonus-related expense included in accrued payroll expenses.
In addition, the Compensation Committee (Committee) of the Board of Directors places performance criteria on awards of PSUs made in the form of RSUs to our NEOs under the EIP. The performance criteria are tied to performance targets with respect to future sales and operating income over a specified period of time. These PSUs are expensed under the provisions of ASC Topic 718 and are evaluated each quarter to determine the probability that the performance conditions set within will be met. We expect the Committee to continue to place performance criteria on awards of RSUs to our NEOs in the future.
Legal Proceedings and Other Contingencies
We are a party to various legal proceedings incidental to our business. Where we are able to reasonably estimate an amount of probable loss in these matters based on known facts, we have accrued that amount as a current liability on our balance sheet. We are not able to reasonably estimate the possible loss or range of loss in excess of the amount accrued for these proceedings based on the information currently available to us, including, among others, (i) uncertainties as to the outcome of pending proceedings (including motions and appeals) and (ii) uncertainties as to the likelihood of settlement and the outcome of any negotiations with respect thereto. We do not believe that any of these matters will, individually or in the aggregate, have a material effect on our business or financial condition. We cannot give assurance, however, that one or more of these proceedings will not have a material effect on our results of operations for the period in which they are resolved. At February 3, 2018 and January 28, 2017, we estimated that the liability related to these matters was approximately $0.5 million and $0.1 million, respectively, and accordingly, we accrued $0.5 million and $0.1 million, respectively, as a current liability in our consolidated balance sheets.sheets at January 28, 2023 and January 29, 2022, were immaterial.
Inactive related parties at January 28, 2023
Memphis Logistics Group ("MLG")
MLG provided logistics and warehousing services to City Gear. Our President and CEO owned a majority interest in MLG through January 29, 2021, at which time he fully divested his ownership interest in MLG and no longer has any involvement with its management. MLG subsequently reorganized as Riverhorse Logistics, LLC. In Fiscal 2021, payments to MLG under the contract were $7.9 million.
Merchant's Capital ("MC")
Merchant's Capital owned the office building where City Gear had its corporate offices in Memphis, Tennessee. Our President and CEO is a 33.3% partner in MC. The estimatesextended lease term ended on April 30, 2020 which allowed for the transition of our liabilityCity Gear's corporate office to the Company's Birmingham, Alabama location. In Fiscal 2021, minimum lease payments to MC were immaterial.
Contingent Earnout ("Earnout")
Our President and CEO had a membership interest in an Earnout related to the acquisition of City Gear based on City Gear's achievement of an EBITDA threshold for pendingthe 52-weeks ended January 30, 2021. Pursuant to the Membership Interest and unasserted potential claims do not include litigation costs. It is our policyWarrant Purchase Agreement dated October 29, 2018, and based on Fiscal 2021 financial results, the former members and warrant holders of City Gear were entitled to accrue legal fees when it is probable that we will have to defend against known claims or allegations and we can reasonably estimatewere paid the amountEarnout payment of $15.0 million in April 2021. The share of the anticipated expense.
From time to time, we enter into certain types of agreements that require us to indemnify parties against third-party claims under certain circumstances. Generally, these agreements relate to: (a) agreements with vendors and suppliers under which we may provide customary indemnificationEarnout payment made to our vendorsPresident and suppliers in respect to actions they take at our requestCEO was approximately 22.8%, or otherwise on our behalf; (b) agreements to indemnify vendors against trademark and copyright infringement claims concerning merchandise manufactured specifically for or on behalf of the Company; (c) real estate leases, under which we may agree to indemnify the lessors from claims arising from our use of the property; and (d) agreements with our directors, officers and employees, under which we may agree to indemnify such persons for liabilities arising out of their relationship with us. We have director and officer liability insurance, which, subject to the policy's conditions, provides coverage for indemnification amounts payable by us with respect to our directors and officers up to specified limits and subject to certain deductibles.approximately $3.4 million.
If we believe that a loss is both probable and estimable for a particular matter, the loss is accrued in accordance with the requirements of ASC Topic 450, Contingencies. With respect to any matter, we could change our belief as to whether a loss is probable or estimable, or its estimate of loss, at any time.
NOTE 11. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following tables set forth certain unaudited consolidated financial data for the quarters indicated (dollar amounts in thousands, except per share amounts):
| | | Fiscal Year Ended February 3, 2018 | |
| | | First | | | Second | | | Third | | | Fourth | |
| | | (13 weeks) | | | (13 weeks) | | | (13 weeks) | | | (14 weeks) | |
| Net sales | | $ | 275,688 | | | $ | 187,958 | | | $ | 237,834 | | | $ | 266,738 | |
| Gross profit | | $ | 98,218 | | | $ | 54,408 | | | $ | 76,113 | | | $ | 83,977 | |
| Operating income | | $ | 34,168 | | | $ | (5,162 | ) | | $ | 11,787 | | | $ | 15,884 | |
| Net income | | $ | 20,910 | | | $ | (3,176 | ) | | $ | 7,564 | | | $ | 9,733 | |
| | | | | | | | | | | | | | | | | |
| Basic earnings per share | | $ | 0.98 | | | $ | (0.15 | ) | | $ | 0.37 | | | $ | 0.51 | |
| Diluted earnings per share | | $ | 0.97 | | | $ | (0.15 | ) | | $ | 0.37 | | | $ | 0.51 | |
| | Fiscal Year Ended January 28, 2017 | |
| | | (each 13 weeks) | |
| | | First | | | Second | | | Third | | | Fourth | |
| Net sales | | $ | 282,092 | | | $ | 206,933 | | | $ | 237,006 | | | $ | 246,929 | |
| Gross profit | | $ | 105,002 | | | $ | 68,257 | | | $ | 83,825 | | | $ | 81,512 | |
| Operating income | | $ | 44,342 | | | $ | 10,118 | | | $ | 23,173 | | | $ | 19,132 | |
| Net income | | $ | 27,906 | | | $ | 6,510 | | | $ | 14,604 | | | $ | 12,055 | |
| | | | | | | | | | | | | | | | | |
| Basic earnings per share | | $ | 1.23 | | | $ | 0.29 | | | $ | 0.66 | | | $ | 0.55 | |
| Diluted earnings per share | | $ | 1.22 | | | $ | 0.29 | | | $ | 0.66 | | | $ | 0.54 | |
In the opinion of our management, this unaudited information has been prepared on the same basis as the audited information. The operating results from any quarter are not necessarily indicative of the results to be expected for any future period.
NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTSMEASUREMENTS
ASC Topic 820, Fair Value Measurement,establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:
•Level 1 – Quoted prices in active markets for identical assets or liabilities.
| · | Level I – Quoted prices in active markets for identical assets or liabilities. |
•Level 2 – Observable inputs other than quoted prices included in Level I. | · | Level II – Observable inputs other than quoted prices included in Level I. |
•Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | · | Level III – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The table below segregates all financialFinancial assets and liabilities that are measured at fair value on a recurring basis (at least annually) intoare considered immaterial individually and in the most appropriate level withinaggregate for the fair value hierarchy basedperiods presented.
NOTE 13. DEFINED CONTRIBUTION BENEFIT PLANS
We maintain the Hibbett, Inc. 401(k) Plan (the "401(k) Plan") for the benefit of our employees. The 401(k) Plan covers all employees who have completed one year of service. Participants of the 401(k) Plan may voluntarily contribute from 1% to 100% of their compensation subject to certain yearly dollar limitations as allowed by law. These elective contributions are made under the provisions of Section 401(k) of the Internal Revenue Code, which allows deferral of income taxes on the inputs usedamount contributed to determine the fair value (in thousands):401(k) Plan and which operates under the Safe Harbor provisions. For Fiscal 2023, Fiscal 2022 and Fiscal 2021, we matched 100% of the first 3% of eligible compensation and 50% of the next 3% of eligible compensation for a total possible match of 4.5% of the first 6% of eligible compensation. Contribution expense incurred under the 401(k) Plan for Fiscal 2023, Fiscal 2022 and Fiscal 2021 was $1.9 million, $2.0 million and $2.1 million, respectively.
| | February 3, 2018 | | January 28, 2017 | |
| | Level I | | Level II | | Level III | | Level I | | Level II | | Level III | |
| Short-term investments | | $ | 463 | | | $ | - | | | $ | - | | | $ | 79 | | | $ | - | | | $ | - | |
| Long-term investments | | | 2,418 | | | | - | | | | - | | | | 2,666 | | | | - | | | | - | |
| Total investments | | $ | 2,881 | | | $ | - | | | $ | - | | | $ | 2,745 | | | $ | - | | | $ | - | |
Short-term investmentsWe maintain the Hibbett, Inc. Supplemental 401(k) Plan (the "Supplemental Plan") for the purpose of supplementing the employer matching contribution and salary deferral opportunities available to highly compensated employees whose ability to receive Company matching contributions and defer salary under the 401(k) Plan was limited because of certain restrictions applicable to qualified plans. The non-qualified deferred compensation Supplemental Plan allows participants to defer up to 40% of their compensation. Contributions to the Supplemental Plan are reportednot subject to matching provisions; therefore no contribution expense was incurred under the Supplemental Plan for Fiscal 2023, Fiscal 2022 or Fiscal 2021. The Supplemental Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.
NOTE 14. SUBSEQUENT EVENTS
Subsequent to January 28, 2023, the following events occurred which are discussed further in prepaid expensesthe related footnote:
•New credit facility as discussed in Note 4, "Debt,"of these audited consolidated financial statements;
•Stock repurchases as discussed in Note 7, "Stock Repurchases,"of these audited consolidated financial statements; and other while long-term investments are reported
•Dividend declaration as discussed in other assets, net, in ourNote 8, "Dividends,"of these audited consolidated balance sheets.financial statements.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
(a)Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC'sSEC’s rules and forms and that such information is accumulated and communicated to our management, including the Chief Executive Officer and President (principal executive officer) and Senior Vice President and Chief Financial Officer (principal
financial officer), as appropriate, to allow timely decisions regarding the required disclosures.
As of February 3, 2018,January 28, 2023, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in the Rules 13a-15(e)Rule 13a and 15d-15(e) under the Exchange Act). Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of February 3, 2018.January 28, 2023.
(b) Management'sManagement’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as(as such term is defined in Rule 13a-15(f) under the Exchange Act Rules 13a-15(f)Act). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 3, 2018,January 28, 2023, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in Internal Control – Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of February 3, 2018.January 28, 2023.
KPMGErnst & Young LLP, our independent registered public accounting firm, has issued an audit report on the Company'sCompany’s internal control over financial reporting as of February 3, 2018January 28, 2023 included in Item 8 herein.
(c)Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the fourth quarter of Fiscal 20182023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
With the exception of the information specifically incorporated by reference from our Proxy Statement for the 20182023 Annual Meeting of Stockholders (2018(2023 Proxy Statement) in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K, our 20182023 Proxy Statement isshall not to be deemed filed asto be a part of, or incorporated by reference into, this Annual Report on Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance.
The following information required by this itemItem is incorporated by reference from the 20182023 Proxy Statement, which will be filed on or around April 30, 2018:Statement:
·•Information regarding our directors is found under the heading "The“The Board of Directors."Directors and Corporate Governance Matters.”
·•Information regarding compliance with Section 16 of the Securities Exchange Act of 1934, as amended, related person transactions and legal proceedings is found under the heading "Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance."Reports, Related Person Transactions and Legal Proceedings.”
·•Information regarding the Company'sCompany’s Audit Committee financial expert(s) is found under the heading "Committees“Committees of the Board of Directors - Audit Committee - AuditDirectors-Audit Committee-Audit Committee Financial Experts."”
·•Information regarding the members of the Audit Committee is found under the heading "Committees“Committees of the Board of Directors - AuditDirectors-Audit Committee."”
We have adopted a Code of Business Conduct and Ethics (Code)(the "Code") for all Company employees, including our Named Executive Officers as determined for our 20182023 Proxy Statement. We have also adopted a set of Corporate Governance Guidelines (Guidelines)(the "Guidelines") and charters for all of our Board Committees, including the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. We intend to make all required disclosures regarding any amendment to, or a waiver of, a provision of the Code for senior executive and financial officers as well as any change or amendments to our
Guidelines or committee charters by posting such information on our website. The Code, Guidelines and charters are posted on our website, www.hibbett.com under "Investor“Investor Relations."” Reference to our website does not constitute incorporation by reference of the information contained on the site and should not be considered part of this Annual Report on Form 10-K.
The information concerning our executive officers required by this itemItem is included in Part I, Item 1 of this Annual Report on Form 10-K under the heading "Our“Information about our Executive Officers."Officers,” which is included therein in accordance with Instruction to Item 401 of Regulation S-K. Each of our executive officers is elected annually.
Item 11. Executive Compensation.
The following information required by this itemItem is incorporated by reference from the 20182023 Proxy Statement:
·•Information regarding executive compensation is found under the headings "Compensation“Compensation Discussion and Analysis"Analysis” and "Annual“Annual Compensation of Named Executive Officers."”
·•Information regarding the report of the Compensation Committee on executive compensation is found under the heading "Compensation“Compensation Committee Report."”
·•Information regarding Compensation Committee interlocks is found under the heading "Compensation“Compensation Committee Interlocks and Insider Participation."”
·•Information regarding director compensation is found under the heading "Compensation“Compensation of Non-Employee Directors."”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this itemItem regarding the stock ownership of directors, executive officers and five percent beneficial owners is found under the heading "Security“Security Ownership of Certain Beneficial Owners and Management"Management” in the 20182023 Proxy Statement and is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information required by this item regardingon the equity securities of the Company that are authorized for issuance under its equity compensation plans is as follows:of January 28, 2023:
Equity Compensation | | | | | | | | | | | | | | | | | | | | |
| | (a) | | (b) | | (c) |
| Plan Category | | Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(1) | | Weighted
average
exercise price
of outstanding
options | | Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) (2) |
| Equity compensation plans approved by security holders | | 651,816 | | | $ | 38.24 | | | 2,104,601 | |
| Equity compensation plans not approved by security holders | | — | | | — | | | — | |
| TOTAL | | 651,816 | | | $ | 38.24 | | | 2,104,601 | |
(1)Includes 53,010 RSUs and 13,562 DSUs that will be awarded at a future date elected by the participant. It also includes 402,277 RSUs that may be awarded if service periods are met and 82,016 PSUs that may be awarded if specified targets and service periods are met. The weighted average exercise price of outstanding options does not include these awards.
(2)Includes 119,541 shares remaining under our ESPP and 119,362 shares remaining under our Deferred Plan Information (1)without consideration of shares subject to purchase in the purchasing period ending March 31, 2023.
| | | (a) | | | (b) | | | (c) | |
| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (2) | | | Weighted average exercise price of outstanding options | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3) | |
| Equity compensation plans approved by security holders | | | 735,648 | | | $ | 36.18 | | | | 1,407,922 | |
| Equity compensation plans not approved by security holders | | | - | | | | - | | | | - | |
| TOTAL | | | 735,648 | | | $ | 36.18 | | | | 1,407,922 | |
| (1) | Information presented as of February 3, 2018. |
| (2) | Includes 313,611 RSUs and 132,370 PSUs that may be awarded if specified targets and/or service periods are met. It also includes 1,517 DSUs. The weighted average exercise price of outstanding options does not include these awards. |
| (3) | Includes 254,795 shares remaining under our ESPP and 135,353 shares remaining under our Deferred Plan without consideration of shares subject to purchase in the purchasing period ending March 31, 2018. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information regarding related party transactions and director independence required by this itemItem is found under the headings "Related“Related Person Transactions"Transactions” and "Our“Our Board of Directors and Corporate Governance Matters - Director Independence"Matters-Board Composition-Director Independence” in the 20182023 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information regarding principal accountant fees and services required by this itemItem is found under the headings "Audit Matters - Fees“Audit Matters-Fees Paid to KPMG LLP"Independent Registered Public Accounting Firm” and "Audit Matters - Policy“Audit Matters-Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm"Services” in the 20182023 Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. ExhibitsExhibit and Consolidated Financial Statement Schedules.
(a)Documents filed as part of this report: | | | | | | | | | | | |
(a)Number | Documents filed as part of this report: | Description | Page |
| 1. | | Financial Statements. | |
| 1. | Financial Statements. | Page |
| | | |
| | The following Consolidated Financial Statements and Supplementary Data of the Company and Independent Registered Public Accounting Firm'sFirm’s Report on such Consolidated Financial Statements are included in Part II, Item 8 of this report: | |
| | | |
| | | 3643 | |
| | | 3745 | |
| | | 3846 | |
| | | 3947 | |
| | | 4048 | |
| | | 4149 | |
| 2. | | |
| 2. | | Financial Statement Schedules. | |
| | | |
| | All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted. | |
| | | |
| 3. | 3. | Exhibits. | |
| | | |
| | The Exhibits listed below are the exhibits of Hibbett, Sports, Inc. and its wholly owned subsidiaries and are filed as part of, or incorporated by reference into, this report. | |
| | | |
| | Certificates of Incorporation and By-Laws | |
| 3.1 | 3.1 | | |
| 3.2 | 3.2 | | |
| | | |
| | Form of Stock Certificate | |
| 4.1 | | |
| | | |
| | Material Contracts | |
| 10.1 | Promissory Note – Regions Bank Line of Credit; incorporated herein by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2017.June 24, 2021. | |
Number | Description | Page
|
| 3.3 | 10.2 | Certificate of Amendment No. 10 to Loan Documents;the Certificate of Incorporation of the Registrant; incorporated herein by reference to Exhibit 10.13.1 of the Registrant's Form Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2017.May 27, 2022. | |
| 3.4 | 10.3 | Promissory Note – Regions Bank LineBylaws of Credit;the Registrant, as amended; incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 24, 2021. | |
| | | |
| | Instruments Defining the Rights of Securities Holders | |
| 4.1 | | | |
| 4.2 | * | | |
| | | | | | | | | | | |
| Number | | Description | Page |
| | | |
| | Material Contracts | |
| 10.1 | | | |
| 10.2 | †* | | |
| 10.3 | † | | |
| 10.4 | † | | |
| 10.5 | † | | |
| 10.6 | † | | |
| 10.7 | † | | |
| 10.8 | † | | |
| 10.9 | † | | |
| 10.10 | † | | |
| 10.11 | † | | |
| 10.12 | † | | |
| 10.13 | † | | |
| 10.14 | † | | |
| 10.15 | † | | |
| 10.16 | 10.4† | | |
| 10.17 | |
| |
| | | | | | | | | | | |
| Number | | Description | Page |
| 10.18 | | | |
| 10.19 | | First Amendment to Credit Agreement, dated as of April 7, 2022, among Hibbett, Inc., as Borrower, subsidiaries of Borrower, as Guarantors, and Regions Bank, as Lender; incorporated herein by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the Securities Exchange and Commission on April 12, 2022. | |
| 10.20 | | Credit Agreement, dated as of February 28, 2023, among Hibbett, Inc. as Borrower, subsidiaries of Borrower, as Guarantors, and Regions Bank, as Administrative Agent for the Lenders,Swingline Leader and Issuing Bank; incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 26, 2018.3, 2023. | |
| 10.5 | | |
| 10.6 | Registrant | |
| 21 | 10.7 | , a Delaware Corporation
2) City Gear, LLC, a Tennessee Limited Liability Company
3) Hibbett Digital Management, LLC, an Alabama Limited Liability Company
4) Gift Card Services, LLC, a Virginia Limited Liability Company
5) Hibbett Wholesale, Inc., an Alabama Corporation
6) Hibbett Holdings, LLC, an Alabama Limited Liability Company | |
| 10.8 | | |
| 10.9 | Counsel | |
| 23.1 | 10.10* | | |
| | | |
| | Certifications | |
| 31.1 | * | | |
| 31.2 | * | | |
| 32.1 | * | | |
| | | |
| | Interactive Data Files | |
| 101.INS | * | XBRL Instance Document | |
| 101.SCH | * | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | * | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | * | The cover page for the Registrant's Annual Report on Form 10-K filed withfor the Securities and Exchange Commission on March 26, 2012.fiscal year ended January 28, 2023, has been formatted in Inline XBRL. | |
| 10.11 | Change in Control Severance Agreement; incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2008. | |
| 10.12* | Filed Within | |
| 10.13† | or Arrangement | |
| 10.14 | | |
| 10.15 | | |
| 10.16 | | |
| 10.17 | | |
| Number | Description | Page |
| 10.18 | | |
| | | | |
| | | Subsidiaries of the Registrant | |
| | 21 | List of Company's Subsidiaries: 1) Hibbett Sporting Goods, Inc., a Delaware Corporation 2) Hibbett Team Sales, Inc., an Alabama Corporation 3) Hibbett Digital Management, LLC, an Alabama Limited Liability Company 4) Gift Card Services, LLC., a Virginia Limited Liability Company 5) Hibbett Wholesale, Inc., an Alabama Corporation 6) Hibbett Holdings, LLC, an Alabama Limited Liability Company | |
| | | | |
| | | Consents of Experts and Counsel | |
| | 23.1 | | 67 |
| | | | |
| | | Certifications | |
| | 31.1 | | 68 |
| | 31.2 | | 69 |
| | 32.1 | | 70 |
| | | Interactive Data Files | |
| | | The following financial information from the Annual Report on Form 10-K for the fiscal year ended February 3, 2018, formatted in XBRL (eXtensible Business Reporting Language) and submitted electronically herewith: (i) the Audited Consolidated Balance Sheets at February 3, 2018 and January 28, 2017; (ii) the Audited Consolidated Statements of Operations for the fiscal years ended February 3, 2018, January 28, 2017 and January 30, 2016; (iii) the Audited Consolidated Statements of Cash Flows for the fiscal years ended February 3, 2018, January 28, 2017 and January 30, 2016; (vi) the Audited Statements of Stockholders' Investment for the fiscal years ended February 3, 2018, January 28, 2017 and January 30, 2016; (v) the Notes to Audited Consolidated Financial Statements. | |
| 101.INS | * | XBRL Instance Document | |
| 101.SCH | * | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | * | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document | |
| | | | |
| | * | Filed Within | |
| | | | |
| | | | |
Item 16. Form 10-K summary.Summary.
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HIBBETT SPORTS, INC. | | | | | | | | | | |
| | | HIBBETT, INC. |
Date: March 30, 2018
| By: | /s/ Scott J. Bowman
| |
| Date: | March 24, 2023 | ScottBy: | /s/ Robert J. Bowman | Volke |
| | | Senior Vice PresidentRobert J. Volke
SVP and Chief Financial Officer (Principal Financial and Accounting Officer) | |
Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | | | | | | |
| Signature | Title | Date |
| | |
/s/ Jeffry O. RosenthalMichael E. Longo | Chief Executive Officer, President and Director (Principal Executive Officer) | March 30, 2018 24, 2023 |
Jeffry O. RosenthalMichael E. Longo | |
| | |
/s/ ScottRobert J. Bowman Volke | Senior Vice PresidentSVP and Chief Financial Officer
(Principal | March 30, 2018
|
Scott J. Bowman | Financial and Accounting Officer) | March 24, 2023 |
| Robert J. Volke | | |
/s/ Michael J. Newsome
| Chairman of the Board | March 30, 2018
|
Michael J. Newsome | | |
| | |
/s/ Anthony F. Crudele | Lead DirectorChairman of the Board | March 30, 2018 24, 2023 |
| Anthony F. Crudele | | |
| | |
/s/ Jane F. Aggers Ramesh Chikkala | Director | March 30, 2018 24, 2023 |
Jane F. AggersRamesh Chikkala | | |
| | |
/s/ Pamela Edwards | Director | March 24, 2023 |
| Pamela Edwards | | |
| | |
| /s/ Karen S. Etzkorn | Director | March 30, 2018 24, 2023 |
| Karen S. Etzkorn | | |
| | |
/s/ Terrance G. Finley | Director | March 30, 2018 24, 2023 |
| Terrance G. Finley | | |
| | |
/s/ Dorlisa K. Flur | Director | March 24, 2023 |
| Dorlisa K. Flur | | |
| | |
| /s/ James A. Hilt | Director | March 30, 2018 24, 2023 |
| James A. Hilt | | |
| | |
/s/ Ralph T. Parks Linda Hubbard | Director | March 30, 2018 24, 2023 |
Ralph T. ParksLinda Hubbard | | |
| | |
/s/ AltonLorna E. Yother Nagler | Director | March 30, 2018 24, 2023 |
AltonLorna E. YotherNagler | | |
- 66 -
