(Mark One)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

The aggregate market value of the voting stock held by non-affiliates of the Registrant (assuming for purposes of this calculation that all executive officers and directors are “affiliates”) was ~~$301,279,806~~$378,354,404 on August ~~3, 2019,~~1, 2020, based on the closing sale price of ~~$17.31~~$23.19 at ~~August 2, 2019~~July 31, 2020 for the common stock on such date on the Nasdaq Global Select Market.

The number of shares outstanding of the Registrant’s common stock, as of April ~~3, 2020,~~1, 2021, was ~~16,516,064.~~16,206,753.

Portions of the Registrant’s Proxy Statement for the ~~2020~~2021 Annual Meeting of Stockholders are incorporated by reference into Part III of 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.

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. The following year, we opened another sporting goods store~~headquartered 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. In Fiscal 2021, we will celebrate our 75th anniversary.~~

We target ~~small to mid-sized~~underserved markets with branded products and provide a high level of customer service. This market strategy enables us to achieve significant cost benefits including lower corporate expenses, reduced logistics costs and increased economies of scale from marketing activities. 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 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.

In selecting retail locations, we consider the size, demographics, quality of real estate and competitive conditions in each market. Our stores offer a core merchandising mix of ~~localized~~premium athletic branded footwear, apparel, accessories and team sports equipment designed to appeal to ~~a wide range of~~the GEN-Z customers within each market. We strive to meet the ~~technical~~fashion and ~~fashion~~technical demands of our ~~consumer as well as respond quickly to major sporting events in college or professional team sports of local interest within our markets.~~

We identify markets for our stores under a clustered expansion program. This approach primarily focuses on opening new stores within close proximity of existing 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 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.

We maintain a full-line wholesale and logistics facility in Alabaster, Alabama (a suburb of Birmingham) where we receive and ship most of our merchandise. In addition, we utilize a third-party logistics facility in Memphis, Tennessee ~~and a third-party consolidation center in southern California~~ to improve efficiencies and to improve time to market. For key products, we maintain backstock at the Alabaster ~~facility.~~and Memphis facilities. This product is allocated and shipped to stores through an automatic replenishment system based on inventory levels and sales. Merchandise is delivered to stores via Company operated vehicles, small package carriers or third-party logistics providers. In Fiscal 2021, we increased our delivery frequency to every store in the chain to further enhance our speed-to-market and in-store product availability for our customers. We believe strong logistics support for our stores is a critical element of our business strategy and that our current logistics structure will support our growth over the next several years.

Although the core merchandise assortment tends to be similar for each store, it is somewhat differentiated by the Hibbett Sports or City Gear brands. Each brand utilizes important demographic, local and/or regional considerations. Accordingly, we 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 brands, enables our merchandising staff to react quickly to emerging trends or special events, such as fashion shifts or athletic events.

~~-8-~~

We use technology as an enabler of our business strategies. We implement and maintain systems targeted at improving financial control, cost management, inventory control, merchandise planning, logistics, replenishment, and product allocation. Our systems are designed to be flexible to meet the unique needs of each specific store location. We continue to evolve our digital channel experience and development of further channel integration for a more seamless and frictionless set of capabilities aimed at enhancing our customers shopping experience in-store, online and through our mobile solutions. In Fiscal 2020, we co-branded our web presence by integrating City Gear into our omni-channel experience.

Our communications networks send and receive critical business data to and from stores, third-party cloud providers, and managed hosting 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, and a detailed disaster recovery plan. While many of these same controls are utilized by City Gear systems that are not yet fully integrated, we plan to update the City Gear systems where warranted to the above stated aspects of security to be more closely aligned across all our operations. In early Fiscal 2021, we consolidated the City Gear data center into our St. Louis hosted facility, which accomplished the alignment of controls over data. We completed the integration of all core systems during Fiscal 2021.

We strive to maintain highly qualified and motivated third-party partners and teams of individuals to support our information systems, which includes security, help desk, engineering, operations, quality assurance, business analysis, solution development, analytics and project management. Our systems are monitored 24 hours a day, and management believes that our current systems and practice of implementing regular updates will continue to support current needs and future growth. We use a strategic information systems planning process that involves senior management and is integrated into our overall business planning and enterprise risk management. Information systems projects are prioritized based upon strategic, financial, regulatory and other business criteria.

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 stores, traditional shoe stores, mass merchandisers, e-commerce retailers, athletic and sporting good brands, 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 ~~smaller~~underserved markets and neighborhood centers predominantly in the South, Southwest, Mid-Atlantic and Midwest regions of the United States.

Our Company, by and through subsidiaries, is the owner or licensee of trademarks that are very important to our business. 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:

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. Our systems and operations are vulnerable to damage or interruption ~~from:~~

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:

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.

A significant number of our stores are located in malls and other shopping centers and many of these malls and shopping centers have been experiencing declines in customer traffic. Our sales at these stores are dependent, to a significant degree, upon the volume of traffic in those shopping centers and the surrounding area; however, our costs associated with these stores are essentially fixed. In times of declining traffic and sales, our ability to leverage these costs and our profitability are negatively impacted. Our stores benefit from the ability of a shopping center’s other tenants to generate consumer traffic in the vicinity of our stores and the continuing popularity of the shopping center as a shopping destination. Our sales volume and traffic has been, and we expect will continue to be, adversely affected by, among other things, the decrease in popularity of malls or other shopping centers in which our stores are located, the closing of anchor stores important to our business, ~~and~~ declines in popularity of other stores in the malls or shopping centers in which our stores are ~~located.~~located, and decreased traffic as a result of the COVID-19 pandemic, including due to social distancing measures and general consumer preferences to avoid crowded or enclosed spaces. Furthermore, a deterioration in the financial condition of shopping center operators or developers could, for example, limit their ability to invest in improvements and finance tenant improvements for us and other retailers and lead consumers to view these locations as less desirable. Further reduction in consumer traffic as a result of these or any other factors could have a material adverse effect on us.

Our primary wholesale and logistics facility is located in Alabaster, Alabama, a suburb of Birmingham, where we receive and ship a 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 our primary wholesale and logistics facility, our growth could be limited if the 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.

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:

In addition, to the extent that any foreign manufacturer ~~from~~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.

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 price of fuel. The price of oil has fluctuated significantly over the last few years. 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. Product delivery could also be subject to disruption due to raw material shortages, political unrest, oceanic shipping, port labor issues, international disputes, natural disasters, disease outbreak or public health events, such as the COVID-19 pandemic, or terrorism. We ~~also~~ 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.

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 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 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, 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 that could affect our comparable store net sales results ~~include:~~

We cannot assure you that comparable store net sales will increase at the rates achieved in prior periods or that rates will not decline.

None.

The graph below compares the cumulative five-year total shareholder return on our common stock with the cumulative total returns of the Nasdaq Composite index and the Nasdaq Retail Trade 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) onfrom January 31, ~~2015~~2016 to January 31, ~~2020.~~2021.

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. 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.

For information on securities authorized for issuance under our equity compensation plans, see “Part III, Item 12, ~~Security~~"Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

As you read the MD&A, please refer to our consolidated financial statements, included in ~~“Item~~Part II. Item 8. ~~Financial~~"Financial Statements and Supplementary Data” ~~and “Item 6. Selected Consolidated Financial 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 ~~Part I. Item 1. “Cautionary~~“Cautionary Statement Regarding Forward-Looking ~~Statements~~”Statements” and Part I, Item 1A. “~~Risk~~"Risk Factors.”

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which ~~continues~~is still ongoing today. The effects from the pandemic included mass closings of parts of the economy nationally and globally, supply chain disruptions and stay-at-home orders which impacted every aspect of our business. Throughout this challenging time, we were able to ~~spread throughout~~navigate a rapidly changing retail landscape by leveraging omni-channel and distribution capabilities, having access to and availability of in-demand products, taking decisive action to protect liquidity at the ~~United States~~beginning of the pandemic, demonstrating the ability to reopen stores quickly when circumstances allowed and ~~world. It is impossible~~servicing our customers quickly and safely through new shopping and payment initiatives.

In addition to ~~predict~~ the ~~effect and ultimate impact of~~challenging business environment resulting from the COVID-19 pandemic, there was a renewed focus on important social issues. Even as ~~the situation is rapidly evolving. The spread of COVID-19 has caused public health officials~~these events continue on personal and professional levels, we are taking action to ~~recommend precautions to mitigate the spread~~be part of the ~~virus, especially when congregating~~solution in ~~heavily populated areas, such as malls and shopping centers. In addition,~~our neighborhoods which includes:

Our Hibbett Sports stores average 5,800 square feet and are located primarily in strip centers, which are usually near a major chain ~~retailer such as Wal-Mart.~~retailer. Our City Gear stores average 5,000 square feet and are located primarily in strip centers. Our store base consisted of ~~798~~793 stores located in strip centers, 3231 free-standing stores and ~~251~~243 enclosed mall locations as of ~~February 1, 2020.~~January 30, 2021.

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 2021, Fiscal 2020 and Fiscal 2019 ~~and Fiscal 2018~~all included 52 weeks ~~52 weeks and 53 weeks~~ of ~~operations, respectively.~~operations. Fiscal ~~2021~~2022 will also include 52 weeks of operations.

During Fiscal ~~2020,~~2021, we opened 2428 stores and closed ~~106~~42 stores, bringing the store base to ~~1,081~~1,067 in 35 states as of ~~February 1, 2020.~~January 30, 2021. Included in new stores are ~~eleven~~12 Hibbett stores rebranded and opened as City Gear stores. Included in closed stores are ten Hibbett stores closed for rebranding to City Gear stores. During Fiscal 2020, we opened 24 stores (which included 11 Hibbett stores rebranded and opened as City Gear stores) and closed 106 stores (which included 9 Hibbett stores closed for rebranding to City Gear ~~stores. Two Hibbett stores closed in Fiscal 2019 for rebranding to City Gear stores.~~stores). Inventory on a per store basis ~~increased 10.6%~~decreased 29.9% compared to the prior fiscal year as a result of ~~a combination of inclusion of City Gear stores and increased depth of product in select categories.~~ unprecedented demand coupled with supply chain constraints.

Hibbett ended Fiscal ~~2020~~2021 with ~~$66.1~~$209.3 million of available cash and cash equivalents on the consolidated balance sheet. Hibbett had no debt outstanding at ~~February 1, 2020,~~January 30, 2021, and had full availability of ~~$100.0~~$75.0 million available under ~~its unsecured credit facilities.~~the Amended Credit Facility. In March 2020, we borrowed $50.0 million under our prior credit facilities as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of ~~current~~the uncertainty in the global markets resulting from the COVID-19 pandemic. The proceeds from such borrowings ~~may~~could be used for working capital, capital expenditures and general corporate purposes. On April 16, 2020, we entered into the Amended Credit Facility that ~~provides~~provided for an aggregate amount of credit available to us of $75.0 million. The Amended Credit Facility ~~supersedes~~superseded the Regions Bank credit agreement dated October 2018, ~~terminates~~terminated the Bank of America credit agreement dated October 2018, matures on ~~April 19,~~July 18, 2021 and is secured by all assets of the Company with the exception of real property. For discussion of our ~~credit facilities, including the~~ Amended Credit Facility and other borrowings, see "Liquidity and Capital Resources."

Overall, GAAP gross margin improved by approximately 310 basis points as a percentage of net sales in comparison to the prior year driven by higher sell through and leverage of store occupancy expenses. These impacts were slightly offset by a higher mix of e-commerce sales, which carry a lower margin due to incremental shipping costs, and an increase in the LCM inventory reserve. Logistics expenses were higher year over year in dollars, but decreased slightly as a percentage of net sales. The uncertainty of the COVID-19 pandemic and its impact on inventory valuations contributed to a large increase in the LCM inventory reserve in the first quarter. Although aged inventory and the related reserve declined over the fiscal year, there was still a net $3.0 million LCM expense impact in Fiscal 2021. This amount was excluded from the non-GAAP gross margin figure. Store occupancy costs decreased approximately 160 basis points as a percentage of net sales year over year due to leverage generated from increased sales revenue.

Excluding non-GAAP adjustments, SG&A expenses were $336.5 million, or 23.7% of net sales for Fiscal 2021, compared to $298.5 million, or 25.2% of net sales, for Fiscal 2020.

A large portion of the SG&A increase resulted from impacts related to the COVID-19 pandemic. This included non-cash intangible asset impairments to goodwill in the amount of $19.7 million and the City Gear tradename of $8.9 million. Other impacts related to the COVID-19 pandemic included asset group impairments of approximately $4.1 million and other related costs of $2.8 million.

2) Excluded amounts during the 52-week period ended January 30, 2021, related to the COVID-19 pandemic, consist primarily of net non-cash lower of cost and net realizable value charges in cost of goods sold and impairment costs (goodwill, tradename and other assets) in SG&A.

•Logistics expenses were relatively flat ~~decreasing two basis points~~ as a percentage of net sales year over year.

•Excluding approximately $17.4 million (147 basis points as a percentage of net sales) in costs related to the acquisition of City Gear and $2.0 million (17 basis points as a percentage of net sales), in costs related to our strategic realignment plan, non-GAAP ~~store operating, selling and administrative~~adjustments, SG&A expenses were $298.5 million, or 25.2% of net sales.This ~~adjusted 52 basis point~~ improvement on a non-GAAP basis as a percentage toof net sales was predominately driven by leverage from higher sales in Fiscal 2020.

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 $197.7 million for the 52 weeks ended January 30, 2021 compared with net cash provided by operating activities of $92.3 million and $73.4 million for the 52 weeks ended February 1, 2020 ~~compared with net cash provided by operating activities of $73.4 million~~ and ~~$111.9 million for the 52 weeks and 53 weeks ended~~ February 2, 2019, ~~and February 3, 2018,~~ respectively. Operating activities consist primarily of net income, adjusted for certain non-cash items and changes in operating assets and liabilities. Adjustments to net income for non-cash items include depreciation and amortization, valuation of the contingent earnout liability, deferred income taxes, amortization of inventory step-up valuation from the City Gear opening balance sheet, and stock-based compensation. Net cash provided by operating activities for January 30, 2021, February 1, 2020 and February 2, 2019 ~~and February 3, 2018~~ was impacted by the following:

Cash used in investing activities in Fiscal 2021, Fiscal 2020 and Fiscal 2019 ~~and Fiscal 2018~~ totaled $33.0 million, $17.0 million ~~$103.9 million~~ and ~~$22.9~~$103.9 million, respectively. The ~~increase~~large use of cash in Fiscal 2019 ~~over previous years~~ was due to the investment in City Gear in the amount of $86.8 million. Gross capital expenditures used $34.8 million, $17.3 million ~~$17.7 million~~ and ~~$23.1~~$17.7 million during Fiscal 2021, Fiscal 2020 and Fiscal 2019, ~~and Fiscal 2018,~~

We opened 28 new stores and expanded and/or relocated 15 addition existing stores during Fiscal 2021. We opened 24 new stores and expanded and/or relocated 9 additional existing stores during Fiscal 2020. In the fourth quarter of Fiscal 2019, we acquired 136 stores through the acquisition of City ~~Gear.~~Gear, LLC In addition, we opened 32 new stores and expanded and/or relocated 10 existing stores in Fiscal 2019. ~~We opened 44 new stores, expanded 11 existing stores and relocated and/or remodeled six additional existing stores during Fiscal 2018.~~

Net cash used in financing activities was $21.5 million in Fiscal 2021. Net cash used in financing activities was $71.0 million in Fiscal ~~2020. Net~~2020 and net cash provided by financing activities was $18.7 million in Fiscal 2019 and net cash used in financing activities was $54.4 million in Fiscal 2018. In Fiscal 2020, net cash used in financing activities included $35.0 million in repayments under our credit facilities. In Fiscal 2019, net cash provided by financing activities resulted from borrowings against our credit facilities to facilitate the acquisition of City Gear.2019. Historically, the fluctuation in net financing ~~activity~~activities between years is primarily the result of borrowing activity and repurchases of our common stock. In Fiscal 2021, net borrowings on our credit facilities were zero. In Fiscal 2020, we paid off $35.0 million in borrowings that carried over from Fiscal 2019. We expended $17.6 million, $35.5 million ~~$16.5 million~~ and ~~$54.5~~$16.5 million on repurchases of our common stock during Fiscal 2021, Fiscal 2020 and Fiscal 2019, ~~and Fiscal 2018,~~ respectively, which included cash used to settle net share equity awards of $0.9 million, $0.6 million ~~$0.4 million~~ and ~~$0.7~~$0.4 million during Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively.

Additionally, in the second quarter of Fiscal 2021, we paid $10.0 million to the former members and ~~Fiscal 2018, respectively.~~warrant holders of City Gear for achievement of financial goals in the first-year post acquisition. Of this amount, $4.8 million was reflected as financing activities and represents the fair value of the short-term portion of the contingent earnout booked through the purchase price allocation.

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 1, 2020,~~January 30, 2021, we had ~~two unsecured~~one secured credit ~~facilities~~facility with Regions Bank (the Amended Credit Facility) that ~~allow~~allows for borrowings up to ~~$50.0~~$75 million ~~each,~~ and ~~which expire in October~~has an expiration date of July 18, 2021. Under the provisions of ~~both facilities,~~the Amended Credit Facility, we do not pay commitment fees. However, both are subject to negative pledge agreements that, among other things, restrict liens or transfers of assets including inventory, tangible or intangible personal property and land and land improvements. As of February 1, 2020, a total of $100.0 million was available to us from these facilities.

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.

Hibbett Sports, Inc. is a leading athletic-inspired fashion retailer primarily located in small and mid-sized communities across the country. References to “we,” “our,” “us”, “Hibbett” and the “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 2021, Fiscal 2020 and Fiscal 2019 ~~and Fiscal 2018~~all include 52 weeks ~~52 weeks and 53 weeks~~ of ~~operations, respectively.~~operations. Our merchandise assortment features a core selection of brand name merchandise emphasizing 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.

The consolidated financial statements of our Company include its accounts and the accounts of all wholly 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’ investment in any of the years presented.

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 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 assumptions used by management could change significantly in future estimates due to changes in circumstances and actual results could differ materially from those estimates.

Hibbett Sports, Inc., through its subsidiaries, has approximately 1,100 stores operating under the Hibbett Sporting Goods and City Gear brands and an omni-channel platform. 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, ~~and~~ website orand 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 similarity of the store formats, the products offered for sale, the type of customers, the methods of distribution and how our Company is managed, our operations constitute only 1 reportable segment.

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.

~~-49-~~

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):

We include merchandise costs, store occupancy costs, logistics-related occupancy and operating costs and ship-to-home freight in cost of goods sold.

In November 2018, our Board of Directors (Board) authorized the continuation of our existing Stock Repurchase Program ~~(2018 Program)~~(Program) established in November 2015 ~~(2015 Program)~~ until January 29, 2022. The Program authorizes repurchases of up to $300.0 million of our common stock in open market or negotiated transactions, with the amount and timing of repurchases dependent on market conditions and at the discretion of our management. In addition to the ~~2018~~ Program, we also acquire shares of our common stock from holders of restricted stock unit awards to satisfy withholding tax requirements due at vesting.

Under the ~~2015~~ Program, ~~the Board~~we repurchased 0.6 million shares of ~~Directors authorized up to $300.0 million to repurchase~~ our common stock ~~through February 1, 2020. The 2015 Program replaced an existing plan that was adopted in November 2012 (2012 Program).~~

Historically, under all stock repurchase authorizations, we have repurchased a total of ~~22.3~~22.9 million shares of our common stock at an approximate cost of ~~$645.2~~$662.8 million as of ~~February 1, 2020~~January 30, 2021 and had approximately ~~$153.1~~$136.3 million remaining under the Program for stock repurchases. Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements do not reduce the authorization.

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. 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 January 30, 2021 and February 1, 2020 ~~and February 2, 2019~~ were ~~$5.2~~$6.9 million and ~~$5.5~~$5.2 million, respectively.

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.

Property and equipment are recorded at ~~cost and at February 2, 2019 included assets acquired through capital leases. At February 1, 2020, finance~~cost. Finance lease assets are shown as right-of-use (ROU) assets and are excluded from property and equipment. ~~(See~~(See Note 7, Leases). In Fiscal 2020, we initiated a strategic realignment that incorporated the closure of approximately 95 stores. The fixed asset impairment charge related to the strategic realignment was not material in Fiscal 2020.

Property and equipment ~~as of February 1, 2020 and February 2, 2019~~ consists of the following (in thousands):

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 1, 2020, approximately 74% of the construction in progress balance was comprised of costs associated with technology initiatives. The remaining balance consisted of costs associated with our stores.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, net of proceeds received.

Goodwill 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 our stock. If ~~it is more likely than not that~~ an asset is impaired, the amount that the carrying value exceeds the fair value is recorded as an impairment charge to current income.

Due to the macroeconomic impact of the COVID-19 pandemic, we determined that indicators of potential impairment were present during the first quarter of Fiscal 2021. As a result, we performed interim impairment testing on goodwill and the City Gear tradename as of April 15, 2020, using updated assumptions around prospective financial information, growth rates, discount rates applied to future cash flows, and comparable multiples from publicly traded companies in our industry.

In valuing goodwill, we use a combination of the Discounted Cash Flow methodology and the Guideline Public Company methodology, which require 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. NaN impairment related to goodwill was recognized during Fiscal 2020 or Fiscal 2019.

A reconciliation of ~~these assets existed~~goodwill is as follows (in thousands):

In valuing the tradename intangible, we use the Relief from Royalty method which requires assumptions related to future revenues, royalty rate and discount rate. In the first quarter of ~~February 1, 2020.~~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. NaN impairment related to the tradename was recognized during Fiscal 2020 or Fiscal 2019.

A reconciliation of the tradename intangible is as follows (in thousands):

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.

~~Retail Store Sales: For merchandise sold~~The net deferred revenue liability for gift cards, customer orders and layaways at January 30, 2021 and February 1, 2020 was $8.8 million and $7.7 million, respectively, recognized in accounts payable on our ~~stores,~~consolidated balance sheets. We recognize revenue when a gift card is ~~recognized at the point of sale when tender is accepted and~~redeemed by the customer ~~takes possession~~and recognize gift card breakage income in net sales in proportion to the redemption pattern of rights exercised by the ~~merchandise.~~customer. In Fiscal 2021, Fiscal 2020 and Fiscal 2019, gift card breakage income was immaterial for all years.

~~Retail Store Orders: Retail store customers may order merchandise available in other retail store locations for pickup in~~During the ~~selling store at a later date. Customers make a deposit with the remaining balance due at pickup. These deposits are recorded as~~fiscal year ended January 30, 2021, February 1, 2020, and February 2, 2019, $1.2 million, $1.7 million and $2.1 million of gift card deferred revenue until the transaction is completed and the customer takes possession of the merchandise. Retail store customers may also order merchandise to be shipped to home. Payment is received in full at the time of order and recorded as deferred revenue until delivery.

Revenues disaggregated by major product categories are as follows (in thousands):

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.

~~-53-~~

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

The purchase price was $88.0 million (Purchase Price) in cash payable at the closing of the transaction (Closing), subject to customary adjustments for City Gear’s cash on hand and net working capital as of the Closing date. The Purchase Agreement provided that a portion of the Purchase Price be used at Closing to pay off and redeem the outstanding preferred membership interests in City Gear as well as certain other outstanding indebtedness. In addition, the aggregate consideration payable to the Sellers in connection with the transaction ~~includes~~included 2 contingent payments (Earnout) based on City Gear’s achievement of certain EBITDA thresholds (as defined in the Purchase Agreement) for the 52-week periods ended February 1, 2020 and January 30, 2021, respectively. The aggregate amount of the Earnout ~~will~~could not exceed $25.0 million.

The acquisition provided us with substantially greater scale in the athletic specialty market and is an extension of our strategy to provide high demand, branded products to ~~under served~~underserved markets. We incurred $17.4 million and $4.3 million in acquisition-related expenses in Fiscal 2020 and Fiscal 2019, respectively, excluding acquisition-related interest expense, recorded in store operating, selling and administrative expenses.

The results of operations of City Gear are included in our results of operations beginning on November 5, 2018. From November 5, 2018 through February 2, 2019, City Gear generated net sales of $49.1 million and net loss of $0.4 million. These results included $1.9 million related to the amortization of the step-up of the inventory value related to purchase accounting.

~~-56-~~

At ~~February 1, 2020,~~January 30, 2021, we had 4 stock-based compensation plans:

Our plans allow for a variety of equity awards including stock options, restricted stock awards, stock appreciation rights and performance awards. As of ~~February 1, 2020,~~January 30, 2021, 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 2021, Fiscal 2020 and Fiscal 2019 ~~and Fiscal 2018~~ to employees consisted solely of RSUs. We have also awarded PSUs to our Named Executive Officers (NEOs) and expect the Compensation Committee of the Board will continue to grant PSUs to our NEOs in the future.

As of ~~February 1, 2020,~~January 30, 2021, 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 serve less than one full year. The Chairman of the Board receives an annual value of ~~$125,000~~$135,000 of equity in any form allowed within the DEP. Due to the COVID-19 pandemic, the Board elected to reduce the value of equity awarded 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 forms to set vesting 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 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 2021, Fiscal 2020 and Fiscal 2019 ~~and Fiscal 2018~~ was from option exercises and restricted stock unit releases and totaled $1.0 million, $0.6 million ~~$0.4 million~~ and ~~$0.9~~$0.4 million, respectively.

During Fiscal ~~2020,~~2021, we had 12 stock option ~~grant~~grants dated ~~March 21, 2019~~April 7, 2020 to directors. A total of ~~16,798~~27,000 stock options ~~was~~were granted at an exercise price of ~~$18.04~~$12.30 per share. The fair value of the grants was ~~$5.46~~$3.33 per share, which was estimated on the date of grant using the Black-Scholes pricing model assuming an expected life of ~~3.98~~2.70 years, expected volatility of ~~34.26%~~41.63%, a risk-free interest rate of ~~2.35%~~0.33% with 0 dividend yield.

Activity for our option plans during Fiscal ~~2020~~2021 was as follows:

The total intrinsic value of stock options exercised during Fiscal 2021, Fiscal 2020 and Fiscal 2019 ~~and Fiscal 2018~~ was $0.8 million, $9.6 thousand ~~$0.2 million~~ and ~~$0.1~~$0.2 million, respectively. The total cash received from these stock option exercises during Fiscal 2021, Fiscal 2020 and Fiscal 2019 ~~and Fiscal 2018~~ was $1.8 million, $0.1 million ~~$0.5 million~~ and ~~$0.3~~$0.5 million, respectively. As of ~~February 1, 2020,~~January 30, 2021, there was 0 unamortized unrecognized compensation cost related to stock options.

The following table summarizes the restricted stock unit awards activity under all our plans during Fiscal ~~2020:~~2021:

The weighted average grant date fair value of our RSUs granted was $12.42, $18.68 ~~$22.55~~ and ~~$29.60~~$22.55 for Fiscal 2021, Fiscal 2020 and Fiscal 2019, ~~and Fiscal 2018,~~ respectively. There were 337,749, 296,583 ~~218,707~~ and ~~166,690~~218,707 RSUs awarded during Fiscal 2021, Fiscal 2020 and Fiscal 2019, ~~and Fiscal 2018,~~ respectively.

During Fiscal ~~2020, 126,630~~2021, 147,042 RSU awards, including ~~27,820~~8,400 PSU awards, vested with an intrinsic value of ~~$5.0~~$3.3 million. The total intrinsic value of our RSU awards outstanding and unvested at January 30, 2021, February 1, 2020 and February 2, 2019 ~~and February 3, 2018~~ was $38.1 million, $14.5 million ~~$8.9 million~~ and ~~$9.9~~$8.9 million, respectively. As of ~~February 1, 2020,~~January 30, 2021, there was approximately ~~$5.7~~$4.4 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~~2.4 years.

The Company’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:

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 2021, Fiscal 2020 and Fiscal 2019 ~~and Fiscal 2018~~ was $0.1 million.

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 deferred 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. 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 total of 4,368, 4,174 ~~4,888~~ and ~~1,195~~4,888 stock units were deferred under this plan in Fiscal 2021, Fiscal 2020 and Fiscal 2019, ~~and Fiscal 2018,~~ respectively. NaN ~~directors have~~director has elected to defer all or a portion of ~~their~~her compensation into stock units in calendar ~~2020.~~2021.

WeAt January 30, 2021, we excluded ~~31,050~~10,100 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 ~~2020.~~2021. Assuming the performance criteria had been achieved at target as of ~~February 1, 2020,~~January 30, 2021, the incremental dilutive impact would have been ~~19,998~~8,454 shares.

There were 331 days during the 52 weeks ended February 1, 2020, where we incurred borrowings against our prior credit facilities for an average and maximum borrowing of $21.5 million and $38.0 million, respectively, and an average interest rate of 3.73%.

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 income taxes on the amount contributed to the 401(k) Plan and which operates under the Safe Harbor provisions. For Fiscal 2021, Fiscal 2020 and Fiscal 2019, ~~and Fiscal 2018,~~ 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 2021, Fiscal 2020 and Fiscal 2019 ~~and Fiscal 2018~~ was $2.1 million, $1.6 million ~~$1.3 million~~ and ~~$1.4~~$1.3 million, respectively.

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. Contributions to the Supplemental Plan are not subject to matching provisions; therefore 0 contribution expense was incurred under the Supplemental Plan for Fiscal ~~2020,~~2021, Fiscal ~~2019~~2020 and Fiscal ~~2018.~~2019. The Supplemental Plan is 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. Under the health care FSA, participants can rollover up to $500 of unused amounts at the end of the plan year. Under the dependent care FSA, unused amounts at the end of the plan year are subject to forfeiture and such forfeitures can be used to offset administrative expenses. Pursuant to the Consolidated Appropriations Act 2021, participants can rollover any unused amounts from their health care and dependent care FSAs at the end of the plan year for Fiscal 2021.

A summary of the components of the ~~provision/~~provision (benefit) for income taxes is as follows (in thousands):

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.

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 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.

Of the unrecognized tax benefits as of January 30, 2021, February 1, 2020 and February 2, 2019, ~~and February 3, 2018,~~$0.4 million, $0.6 ~~million, $1.0~~ million and $1.0 million, respectively, if recognized, would affect our effective income tax rate.

Specified officers and corporate employees of our Company are entitled to annual bonuses, primarily based on measures of Company operating performance. At ~~February 2020~~January 30, 2021 and February ~~2019,~~1, 2020, there was ~~$8.7~~$10.6 million and ~~$3.9~~$8.7 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.

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 2020~~January 30, 2021 and February ~~2019,~~1, 2020, the estimated liability is immaterial.

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.

The table below segregates all financial assets and liabilities that are measured at fair value on a recurring basis (at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value (in thousands):

Short-term investments are reported in ~~prepaid expenses and~~ other current assets while long-term investments are reported in other assets, net, in our consolidated balance sheets. Short-term contingent earnout is reported in other accrued expenses and long-term contingent earnout is reported in other liabilities on our consolidated balance sheets.

Not applicable.

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’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 1, 2020,~~January 30, 2021, 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 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 1, 2020.~~January 30, 2021.

~~-71-~~

There has been no change in our internal control over financial reporting during the fourth quarter of Fiscal ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The information contained in the section entitled “Liquidity and Capital Resources” in Item 7 with respect to the Amended Credit Facility is incorporated herein by reference.

With the exception of the information specifically incorporated by reference from our Proxy Statement for the ~~2020~~2021 Annual Meeting of Stockholders ~~(2020~~(2021 Proxy Statement) in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K,

our ~~2020~~2021 Proxy Statement shall not be deemed to be a part of, or incorporated by reference into, this Annual Report on Form 10-K.

The following information required by this Item is incorporated by reference from the ~~2020~~2021 Proxy Statement:

The information concerning our executive officers required by this Item is included in Part I, Item 1 of this Annual Report on Form 10-K under the heading “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.

The following information required by this Item is incorporated by reference from the ~~2020~~2021 Proxy Statement:

The information required by this Item regarding the stock ownership of directors, executive officers and five percent beneficial owners is found under the heading “Security Ownership of Certain Beneficial Owners and Management” in the ~~2020~~2021 Proxy Statement and is incorporated herein by reference.

The following table provides information on the equity securities of the Company that are authorized for issuance under its equity compensation plans as of ~~February 1, 2020:~~January 30, 2021:

The information regarding related party transactions and director independence required by this Item is found under the headings “Related Person Transactions” and “Our Board of Directors and Corporate Governance ~~Matters - Board Composition - Director~~Matters-Board Composition-Director Independence” in the ~~2020~~2021 Proxy Statement and is incorporated herein by reference.

The information regarding principal accountant fees and services required by this Item is found under the headings “Audit ~~Matters - Fees~~Matters-Fees Paid to Independent Registered Public Accounting Firm” and “Audit ~~Matters - Policy~~Matters-Policy on Pre-Approval of Audit and Permissible Non-Audit Services” in the ~~2020~~2021 Proxy Statement and is incorporated herein by reference.

Not applicable.

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.


Delaware						20-8159608
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Title of Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	HIBB	Nasdaq Global Select Market


		Page
PART I
Item 1.	Business.	46
Item 1A.	Risk Factors.	1112
Item 1B.	Unresolved Staff Comments.	2426
Item 2.	Properties.	2426
Item 3.	Legal Proceedings.	2527
Item 4.	Mine Safety Disclosures.	2527

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2628
Item 6.	~~Selected Consolidated Financial Data.~~Reserv ed .	2829
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	4139
Item 8.	Financial Statements and Supplementary Data.	4241
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	7169
Item 9A.	Controls and Procedures.	7169
Item 9B.	Other Information.	7269

PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	7270
Item 11.	Executive Compensation.	7270
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	7270
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	7371
Item 14.	Principal Accounting Fees and Services.	7371

PART IV
Item 15.	Exhibits, Financial Statement Schedules.	7472
Item 16.	Form 10-K Summary.	7774
	Signatures	7875


Year	Related Fiscal Year End	Weeks in Fiscal Period
2023 or Fiscal 2023	January 28, 2023	52
2022 or Fiscal 2022	January 29, 2022	52
2021 or Fiscal 2021	January 30, 2021	52
2020 or Fiscal 2020	February 1, 2020	52
2019 or Fiscal 2019	February 2, 2019	52
~~2018 or Fiscal 2018~~	~~February 3, 2018~~	53


~~Name~~	~~Age~~	~~Position~~
~~Michael E. Longo~~	58	~~President and Chief Executive Officer~~
~~Scott R. Humphrey~~	49	~~Interim Chief Financial Officer~~
~~Jared S. Briskin~~	47	~~Senior Vice President and Chief Merchant~~
~~Robert J. Volke~~	56	~~Senior Vice President of Accounting and Finance~~
~~Ronald P. Blahnik~~	61	~~Senior Vice President and Chief Information Officer~~
~~David M. Benck~~	52	~~Senior Vice President and General Counsel~~
~~Benjamin A. Knighten~~	49	~~Senior Vice President of Operations~~
~~William G. Quinn~~	44	~~Senior Vice President of Digital Commerce~~


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Securities registered pursuant to section 12(g) of the Act:						NONE


Name	Age	Position
Michael E. Longo	59	President and Chief Executive Officer
Robert J. Volke	57	Senior Vice President and Chief Financial Officer
David M. Benck	53	Senior Vice President and General Counsel
Ronald P. Blahnik	62	Senior Vice President and Chief Information Officer
Jared S. Briskin	48	Senior Vice President and Chief Merchant
Benjamin A. Knighten	50	Senior Vice President of Operations
William G. Quinn	45	Senior Vice President of Digital Commerce


Alabama	Alabama	98	Kentucky	46	Oklahoma	34	Alabama	99	Kentucky	47	Oklahoma	34
Arkansas	Arkansas	39	Louisiana	62	Pennsylvania	5	Arkansas	39	Louisiana	62	Pennsylvania	4
Arizona	Arizona	7	Maryland	5	South Carolina	41	Arizona	8	Maryland	4	South Carolina	42
California	California	15	Minnesota	1	South Dakota	2	California	16	Minnesota	1	South Dakota	2
Colorado	Colorado	4	Mississippi	72	Tennessee	69	Colorado	3	Mississippi	72	Tennessee	68
Delaware	Delaware	1	Missouri	36	Texas	116	Delaware	1	Missouri	36	Texas	111
Florida	Florida	60	Nebraska	9	Utah	3	Florida	61	Nebraska	8	Utah	3
Georgia	Georgia	119	New Jersey	2	Virginia	20	Georgia	121	New Jersey	2	Virginia	22
Illinois	Illinois	30	New Mexico	15	West Virginia	8	Illinois	27	New Mexico	14	West Virginia	8
Indiana	Indiana	23	New York	4	Wisconsin	3	Indiana	22	New York	3	Wisconsin	2
Iowa	Iowa	17	North Carolina	55	Wyoming	2	Iowa	10	North Carolina	55	Wyoming	2
Kansas	Kansas	23	Ohio	35	TOTAL	1,081	Kansas	23	Ohio	35	TOTAL	1,067


	1/15	1/16	1/17	1/18	1/19	1/20
Hibbett Sports, Inc.	100.00	68.37	70.15	48.04	34.74	52.68
Nasdaq Composite	100.00	100.70	124.09	165.58	164.45	208.91
Nasdaq Retail Trade	100.00	126.85	154.96	233.18	257.74	297.18


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)
November 3, 2019 to November 30, 2019	9,100	$23.78	9,100	$166,962
December 1, 2019 to January 4, 2020	255,034	$27.18	255,034	$160,030
January 5, 2020 to February 1, 2020	268,568	$25.94	268,568	$153,064
Total	532,702	$26.50	532,702	$153,064


	(In thousands, except per share amounts)

	Fiscal Year Ended
	February 1, 2020 (52 weeks)		February 2, 2019 (52 weeks)		February 3, 2018 (53 weeks)		January 28, 2017 (52 weeks)		January 30, 2016 (52 weeks)
Statement of Operations Data:
Net sales	$	1,184,234	$	1,008,682	$	968,219	$	972,960	$	943,104
Cost of goods sold	800,783		679,947		655,502		634,364		610,389
Gross margin	383,451		328,735		312,717		338,596		332,715
Store operating, selling and administrative expenses	318,011		264,142		231,832		222,785		203,673
Depreciation and amortization	29,323		27,052		24,207		19,047		17,038
Operating income	36,117		37,541		56,678		96,764		112,004
Interest income (expense), net	211		17		(231)		(268)		(292)
Income before provision for income taxes	36,328		37,558		56,447		96,496		111,712
Provision for income taxes	8,984		9,137		21,417		35,421		41,184
Net income	$	27,344	$	28,421	$	35,030	$	61,075	$	70,528

Basic earnings per share	$	1.54	$	1.52	$	1.72	$	2.75	$	2.95
Diluted earnings per share	$	1.52	$	1.51	$	1.71	$	2.72	$	2.92
Basic weighted average shares outstanding	17,746		18,644		20,347		22,240		23,947
Diluted weighted average shares outstanding	17,957		18,826		20,450		22,427		24,129


	(In thousands, except Other Data and Selected Store Data)

	Fiscal Year Ended
	February 1, 2020 (52 weeks)			February 2, 2019 (52 weeks)			February 3, 2018 (53 weeks)			January 30, 2016 (52 weeks)			January 31, 2015 (52 weeks)
Other Data:
Net sales increase (decrease)	17.4		%	4.2		%	(0.5)		%	3.2		%	3.2		%
Comparable store sales	5.3		%	2.2		%	(3.8)		%	0.2		%	(0.4)		%
Gross margin (as a % to net sales)	32.4		%	32.6		%	32.3		%	34.8		%	35.3		%
Store operating, selling and administrative expenses (as a % to net sales)	26.9		%	26.2		%	23.9		%	22.9		%	21.6		%
Depreciation and amortization (as a % to net sales)	2.5		%	2.7		%	2.5		%	2.0		%	1.8		%
Provision for income taxes (as a % to net sales)	0.8		%	0.9		%	2.2		%	3.6		%	4.4		%
Net income (as a % to net sales)	2.3		%	2.8		%	3.6		%	6.3		%	7.5		%

Balance Sheet Data:
Cash and cash equivalents	$	66,078		$	61,756		$	73,544		$	38,958		$	32,274
Average inventory per store	$	266		$	241		$	235		$	260		$	271
Working capital	$	138,851		$	194,583		$	231,207		$	242,192		$	225,178
Total assets	$	769,759		$	546,065		$	461,846		$	458,854		$	442,372
Long-term finance/capital lease obligations	$	1,704		$	1,994		$	2,522		$	2,857		$	3,149
Stockholders’ investment	$	328,983		$	336,049		$	319,596		$	334,040		$	310,846
Shares purchased under our Repurchase Program	1,565			757			2,818			1,210			2,193
Cost	$	34,904		$	16,124		$	53,794		$	42,115		$	89,212
Settlement of net share equity awards	29			19			25			26			43
Cost	$	555		$	416		$	712		$	943		$	2,120

Selected Store Data:
Stores open at beginning of period	1,163			1,079			1,078			1,044			988
Stores acquired	—			136			—			—			—
New stores opened	24			32			44			65			71
Stores closed	(106)			(84)			(43)			(31)			(15)
Stores open at end of period	1,081			1,163			1,079			1,078			1,044

Stores expanded or relocated	9			10			15			10			18
Estimated square footage (in thousands)	6,102			6,542			6,140			6,141			5,974


		Fiscal 2020 (52 weeks)			Fiscal 2019 (52 weeks)			Fiscal 2018 (53 weeks)				Fiscal 2021 (52 weeks)			Fiscal 2020 (52 weeks)			Fiscal 2019 (52 weeks)
Net sales (in millions)	Net sales (in millions)	$	1,184.2		$	1,008.7		$	968.2		Net sales (in millions)	$	1,419.7		$	1,184.2		$	1,008.7
Operating income, percentage to net sales	Operating income, percentage to net sales	3.1		%	3.7		%	5.9		%	Operating income, percentage to net sales	6.9		%	3.0		%	3.7		%
Comparable store sales	Comparable store sales	5.3		%	2.2		%	(3.8)		%	Comparable store sales	22.2		%	5.3		%	2.2		%
Net income (in millions)	Net income (in millions)	$	27.3		$	28.4		$	35.0		Net income (in millions)	$	74.3		$	27.3		$	28.4
Net income, percentage decrease		(3.8)		%	(18.9)		%	(42.6)		%
Net income, percentage increase (decrease)											Net income, percentage increase (decrease)	171.6		%	(3.8)		%	(18.9)		%
Diluted earnings per share	Diluted earnings per share	$	1.52		$	1.51		$	1.71		Diluted earnings per share	$	4.36		$	1.52		$	1.51


	1/16	1/17	1/18	1/19	1/20	1/21
Hibbett Sports, Inc.	100.00	102.61	70.27	50.81	77.05	175.53
Nasdaq Composite	100.00	123.23	164.43	163.31	207.46	298.92
Nasdaq Retail Trade	100.00	122.34	183.73	203.67	234.29	377.44


	52 Weeks Ended January 30, 2021
			Excluded Amounts
	GAAP Basis (As Reported)		Acquisition Costs(1)		COVID-19(2)		Non-GAAP Basis (As Adjusted)		% of Sales
Cost of goods sold	$	915,169	$	—	$	3,043	$	912,126	64.2	%
Gross margin	$	504,488	$	—	$	3,043	$	507,531	35.8	%
SG&A expenses	$	356,856	$	4,608	$	15,743	$	336,505	23.7	%
Goodwill impairment	$	19,661	$	—	$	19,661	$	—	—	%
Operating income	$	98,388	$	4,608	$	38,447	$	141,443	10.0	%
Provision for income taxes	$	23,686	$	1,394	$	11,645	$	36,725	2.6	%
Net income	$	74,266	$	3,214	$	26,802	$	104,282	7.3	%

Basic earnings per share	$	4.49	$	0.19	$	1.62	$	6.30
Diluted earnings per share	$	4.36	$	0.19	$	1.57	$	6.12


		52 Weeks Ended February 1, 2020																			52 Weeks Ended February 1, 2020
				Excluded Amounts													Excluded Amounts
		GAAP Basis (As Reported)		Acquisition Costs⁽¹⁾		Strategic Realignment⁽²⁾		Non-GAAP Basis (As Adjusted)		% of Sales			GAAP Basis (As Reported)		Acquisition Costs(1)		Strategic Realignment Costs(2)		Non-GAAP Basis (As Adjusted)		% of Sales
Gross Margin		$	383,451	$	956	$	(1,120)	$	383,287	32.4	%
Cost of goods sold												Cost of goods sold	$	800,783	$	956	$	(1,120)	$	800,947	67.6	%
Gross margin												Gross margin	$	383,451	$	956	$	(1,120)	$	383,287	32.4	%
SG&A expenses	SG&A expenses	$	318,011	$	17,432	$	2,031	$	298,548	25.2	%	SG&A expenses	$	318,011	$	17,432	$	2,031	$	298,548	25.2	%
Operating income	Operating income	$	36,117	$	18,388	$	911	$	55,416	4.7	%	Operating income	$	36,117	$	18,388	$	911	$	55,416	4.7	%
Provision for income taxes	Provision for income taxes	$	8,984	$	4,547	$	225	$	13,756	1.2	%	Provision for income taxes	$	8,984	$	4,547	$	225	$	13,756	1.2	%
Net income	Net income	$	27,344	$	13,841	$	686	$	41,871	3.5	%	Net income	$	27,344	$	13,841	$	686	$	41,871	3.5	%

Basic earnings per share	Basic earnings per share	$	1.54	$	0.78	$	0.04	$	2.36			Basic earnings per share	$	1.54	$	0.78	$	0.04	$	2.36
Diluted earnings per share	Diluted earnings per share	$	1.52	$	0.77	$	0.04	$	2.33			Diluted earnings per share	$	1.52	$	0.77	$	0.04	$	2.33


	52 Weeks Ended February 2, 2019
			Excluded Amounts
	GAAP Basis (As Reported)		Acquisition Costs⁽¹⁾		Severance Costs⁽²⁾		Non-GAAP Basis (As Adjusted)		% of Sales
Gross margin	$	328,735	$	1,911	$	—	$	330,646	32.8	%
SG&A expenses	$	264,142	$	4,299	$	289	$	259,554	25.7	%
Operating income	$	37,541	$	6,210	$	289	$	44,040	4.4	%
Provision for income taxes	$	9,137	$	1,511	$	70	$	10,718	1.1	%
Net income	$	28,421	$	4,699	$	219	$	33,339	3.3	%

Basic earnings per share	$	1.52	$	0.25	$	0.01	$	1.79
Diluted earnings per share	$	1.51	$	0.25	$	0.01	$	1.77


	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	$	—	$	—	$	—	$	—	$	—
Credit facilities	—		—		—		—		—
Finance lease obligations (1)	897		1,057		508		127		2,589
Interest on finance lease obligations (1)	158		185		37		3		383
Operating lease obligations (1)	69,705		111,204		58,106		39,717		278,732
Purchase obligations (2)	7,322		8,102		2,619		—		18,043
Other liabilities (3)	10,657		167		—		2,208		13,032
Total	$	88,739	$	120,715	$	61,270	$	42,055	$	312,779


	(in thousands)
Goodwill balance at February 1, 2020	$	19,661
Impairment losses	(19,661)
Goodwill balance at January 30, 2021	$	—


	(in thousands)
Tradename intangible asset balance at February 1, 2020	$	32,400
Impairment losses	(8,900)
Tradename intangible asset balance at January 30, 2021	$	23,500


			Inventory Valuation
Description of the Matter			At January 30, 2021, the Company’s inventories, net balance was $202.0 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, specific identification, and anticipated demand. 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 excess and obsolete inventory estimates that would result from changes in the underlying assumptions.


			Valuation of Tradename Intangible Asset
Description of the Matter			At January 30, 2021, the Company’s tradename intangible asset had a carrying value of approximately $23.5 million. As described in Note 1 of the consolidated financial statements, the Company tests indefinite-lived trade names for impairment at least annually, or on an interim basis if events and circumstances have occurred that indicate that it is more likely than not that an asset is impaired. If an asset is impaired, the amount that the carrying value exceeds the fair value is recorded as an impairment charge to current income. Auditing the Company’s impairment test for its indefinite-lived tradename was especially complex due to the estimation uncertainty of the significant assumptions used in the determination of the estimated fair value for the tradename.The Company estimates the fair value of the tradename using the relief from royalty method which requires assumptions related to future revenues, royalty rate and discount rate, all of which are forward-looking and could be affected by economic, industry and Company-specific qualitative factors.
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 annual impairment test process. This included testing controls over management’s review of the relief from royalty method, including the significant assumptions described above. To test the fair value of the Company’s indefinite-lived tradename, our audit procedures included, among others, evaluating the Company’s use of the relief from royalty model, the completeness and accuracy of the underlying data and the significant assumptions described above. We compared the significant assumptions to current industry, market and economic trends, the Company’s historical results and other relevant factors. We involved our valuation specialists to assist in evaluating the Company’s discount rate and royalty rate. In addition, we evaluated the accuracy of the Company’s historical projections of net sales compared to actual net sales. We also performed a sensitivity analysis to evaluate the potential change in the fair values of the trade names resulting from changes in the significant assumptions.


ASSETS	ASSETS	February 1, 2020		February 2, 2019		ASSETS	January 30, 2021		February 1, 2020
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	66,078	$	61,756	Cash and cash equivalents	$	209,290	$	66,078
Receivables, net	Receivables, net	8,477		9,470		Receivables, net	11,905		8,477
Inventories, net	Inventories, net	288,011		280,287		Inventories, net	202,038		288,011
Other current assets	Other current assets	9,946		16,343		Other current assets	16,567		9,946
Total current assets	Total current assets	372,512		367,856		Total current assets	439,800		372,512

Property and equipment, net	Property and equipment, net	100,956		115,394		Property and equipment, net	107,159		100,956
Operating right-of-use assets	Operating right-of-use assets	229,155		—		Operating right-of-use assets	216,224		229,155
Finance right-of-use assets, net	Finance right-of-use assets, net	2,250		—		Finance right-of-use assets, net	3,285		2,250

Goodwill	Goodwill	19,661		23,133		Goodwill	0		19,661
Tradename intangible asset	Tradename intangible asset	32,400		32,400		Tradename intangible asset	23,500		32,400
Deferred income taxes, net	Deferred income taxes, net	8,996		2,278		Deferred income taxes, net	14,625		8,996
Other assets, net	Other assets, net	3,829		5,004		Other assets, net	3,573		3,829
Total Assets	Total Assets	$	769,759	$	546,065	Total Assets	$	808,166	$	769,759

LIABILITIES AND STOCKHOLDERS’ INVESTMENT	LIABILITIES AND STOCKHOLDERS’ INVESTMENT					LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current Liabilities:	Current Liabilities:					Current Liabilities:
Accounts payable	Accounts payable	$	131,662	$	107,315	Accounts payable	$	107,215	$	131,662
Operating lease liabilities		60,649		—
Credit facilities		—		35,000
Finance/capital lease obligations		886		1,017
Operating lease obligations						Operating lease obligations	58,613		60,649

Finance lease obligations						Finance lease obligations	956		886
Accrued payroll expenses	Accrued payroll expenses	20,530		13,929		Accrued payroll expenses	29,948		20,530
Deferred rent		—		5,838
Other accrued expenses	Other accrued expenses	19,934		10,174		Other accrued expenses	28,588		19,934
Total current liabilities	Total current liabilities	233,661		173,273		Total current liabilities	225,320		233,661

Operating lease obligations	Operating lease obligations	190,699		—		Operating lease obligations	186,133		190,699
Finance/capital lease obligations		1,704		1,994
Deferred rent		—		19,522
Finance lease obligations						Finance lease obligations	2,599		1,704
Unrecognized tax benefits	Unrecognized tax benefits	955		1,401		Unrecognized tax benefits	725		955
Other liabilities	Other liabilities	13,757		13,826		Other liabilities	2,353		13,757
Total liabilities	Total liabilities	440,776		210,016		Total liabilities	417,130		440,776

Stockholders’ Investment:	Stockholders’ Investment:					Stockholders’ Investment:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, 0 shares issued	Preferred stock, $0.01 par value, 1,000,000 shares authorized, 0 shares issued	—		—		Preferred stock, $0.01 par value, 1,000,000 shares authorized, 0 shares issued	0		0
Common stock, $0.01 par value, 80,000,000 shares authorized, 39,140,575 and 38,983,232 shares issued at February 1, 2020 and February 2, 2019, respectively		391		390
Common stock, $0.01 par value, 80,000,000 shares authorized, 39,379,865 and 39,140,575 shares issued at January 30, 2021 and February 1, 2020, respectively						Common stock, $0.01 par value, 80,000,000 shares authorized, 39,379,865 and 39,140,575 shares issued at January 30, 2021 and February 1, 2020, respectively	394		391
Paid-in capital	Paid-in capital	188,879		185,752		Paid-in capital	194,534		188,879
Retained earnings	Retained earnings	784,942		759,677		Retained earnings	858,951		784,942
Treasury stock, at cost, 22,280,316 and 20,686,242 shares repurchased at February 1, 2020 and February 2, 2019, respectively		(645,229)		(609,770)
Treasury stock, at cost, 22,901,101 and 22,280,316 shares repurchased at January 30, 2021 and February 1, 2020, respectively						Treasury stock, at cost, 22,901,101 and 22,280,316 shares repurchased at January 30, 2021 and February 1, 2020, respectively	(662,843)		(645,229)
Total stockholders’ investment	Total stockholders’ investment	328,983		336,049		Total stockholders’ investment	391,036		328,983
Total Liabilities and Stockholders’ Investment	Total Liabilities and Stockholders’ Investment	$	769,759	$	546,065	Total Liabilities and Stockholders’ Investment	$	808,166	$	769,759


		Fiscal Year Ended											Fiscal Year Ended
		February 1, 2020 (52 weeks)		February 2, 2019 (52 weeks)		February 3, 2018 (53 weeks)			January 30, 2021 (52 weeks)		February 1, 2020 (52 weeks)		February 2, 2019 (52 weeks)
Net sales	Net sales	$	1,184,234	$	1,008,682	$	968,219	Net sales	$	1,419,657	$	1,184,234	$	1,008,682
Cost of goods sold	Cost of goods sold	800,783		679,947		655,502		Cost of goods sold	915,169		800,783		679,947
Gross margin	Gross margin	383,451		328,735		312,717		Gross margin	504,488		383,451		328,735

Store operating, selling and administrative expenses	Store operating, selling and administrative expenses	318,011		264,142		231,832		Store operating, selling and administrative expenses	356,856		318,011		264,142
Goodwill impairment								Goodwill impairment	19,661		0		0
Depreciation and amortization	Depreciation and amortization	29,323		27,052		24,207		Depreciation and amortization	29,583		29,323		27,052
Operating income	Operating income	36,117		37,541		56,678		Operating income	98,388		36,117		37,541

Interest income	Interest income	1,225		731		39		Interest income	127		1,225		731
Interest expense	Interest expense	(1,014)		(714)		(270)		Interest expense	(563)		(1,014)		(714)
Interest income (expense), net	Interest income (expense), net	211		17		(231)		Interest income (expense), net	(436)		211		17
Income before provision for income taxes	Income before provision for income taxes	36,328		37,558		56,447		Income before provision for income taxes	97,952		36,328		37,558

Provision for income taxes	Provision for income taxes	8,984		9,137		21,417		Provision for income taxes	23,686		8,984		9,137
Net income	Net income	$	27,344	$	28,421	$	35,030	Net income	$	74,266	$	27,344	$	28,421

Basic earnings per share	Basic earnings per share	$	1.54	$	1.52	$	1.72	Basic earnings per share	$	4.49	$	1.54	$	1.52
Diluted earnings per share	Diluted earnings per share	$	1.52	$	1.51	$	1.71	Diluted earnings per share	$	4.36	$	1.52	$	1.51

Weighted average shares outstanding:	Weighted average shares outstanding:							Weighted average shares outstanding:
Basic	Basic	17,746		18,644		20,347		Basic	16,547		17,746		18,644
Diluted	Diluted	17,957		18,826		20,450		Diluted	17,037		17,957		18,826


		Common Stock								Treasury Stock								Common Stock							Treasury Stock
		Number of Shares	Amount		Paid-In Capital		Retained Earnings		Number of Shares	Amount		Total Stockholders’ Investment			Number of Shares	Amount		Paid-In Capital		Retained Earnings		Number of Shares	Amount		Total Stockholders’ Investment
Balance-January 28, 2017		38,739	$	387	$	174,719	$	697,658	17,067	$	(538,724)	$	334,040
Balance-February 3, 2018														Balance-February 3, 2018	38,863	$	389	$	180,536	$	731,901	19,910	$	(593,230)	$	319,596
Net income	Net income	—	—		—		35,030		—	—		35,030		Net income	—	—		—		28,421		—	—		28,421
Issuance of shares through the Company’s equity plans	Issuance of shares through the Company’s equity plans	124	2		665		—		—	—		667		Issuance of shares through the Company’s equity plans	120	1		900		—		—	—		901
Adjustment for adoption of accounting standard		—	—		1,272		(787)		—	—		485
Adjustment for adoption of accounting standard(1)														Adjustment for adoption of accounting standard(1)	—	—		—		(645)		—	—		(645)
Purchase of shares under the stock repurchase program	Purchase of shares under the stock repurchase program	—	—		—		—		2,818	(53,794)		(53,794)		Purchase of shares under the stock repurchase program	—	—		—		—		757	(16,124)		(16,124)
Settlement of net share equity awards	Settlement of net share equity awards	—	—		—		—		25	(712)		(712)		Settlement of net share equity awards	—	—		—		—		19	(416)		(416)
Stock-based compensation	Stock-based compensation	—	—		3,880		—		—	—		3,880		Stock-based compensation	—	—		4,316		—		—	—		4,316
Balance-February 3, 2018		38,863	389		180,536		731,901		19,910	(593,230)		319,596
Balance-February 2, 2019														Balance-February 2, 2019	38,983	390		185,752		759,677		20,686	(609,770)		336,049
Net income	Net income	—	—		—		28,421		—	—		28,421		Net income	—	—		—		27,344		—	—		27,344
Issuance of shares through the Company’s equity plans	Issuance of shares through the Company’s equity plans	120	1		900		—		—	—		901		Issuance of shares through the Company’s equity plans	158	1		474		—		—	—		475
Adjustment for adoption of accounting standard(2)	Adjustment for adoption of accounting standard(2)	—	—		—		(645)		—	—		(645)		Adjustment for adoption of accounting standard(2)	—	—		—		(2,079)		—	—		(2,079)
Purchase of shares under the stock repurchase program	Purchase of shares under the stock repurchase program	—	—		—		—		757	(16,124)		(16,124)		Purchase of shares under the stock repurchase program	—	—		—		—		1,565	(34,904)		(34,904)
Settlement of net share equity awards	Settlement of net share equity awards	—	—		—		—		19	(416)		(416)		Settlement of net share equity awards	—	—		—		—		29	(555)		(555)
Stock-based compensation	Stock-based compensation	—	—		4,316		—		—	—		4,316		Stock-based compensation	—	—		2,653		—		—	—		2,653
Balance-February 2, 2019		38,983	390		185,752		759,677		20,686	(609,770)		336,049
Balance-February 1, 2020														Balance-February 1, 2020	39,141	391		188,879		784,942		22,280	(645,229)		328,983
Net income	Net income	—	—		—		27,344		—	—		27,344		Net income	—	—		—		74,266		—	—		74,266
Issuance of shares through the Company’s equity plans	Issuance of shares through the Company’s equity plans	158	1		474		—		—	—		475		Issuance of shares through the Company’s equity plans	239	3		1,855		—		—	—		1,858
Adjustment for adoption of accounting standard		—	—		—		(2,079)		—	—		(2,079)
Adjustment for adoption of accounting standard(3)														Adjustment for adoption of accounting standard(3)	—	—		—		(256)		—	—		(256)
Purchase of shares under the stock repurchase program	Purchase of shares under the stock repurchase program	—	—		—		—		1,565	(34,904)		(34,904)		Purchase of shares under the stock repurchase program	—	—		—		—		578	(16,717)		(16,717)
Settlement of net share equity awards	Settlement of net share equity awards	—	—		—		—		29	(555)		(555)		Settlement of net share equity awards	—	—		—		—		43	(897)		(897)
Stock-based compensation	Stock-based compensation	—	—		2,653		—		—	—		2,653		Stock-based compensation	—	—		3,799		—		—	—		3,799
Balance-February 1, 2020		39,141	$	391	$	188,879	$	784,942	22,280	$	(645,229)	$	328,983
Balance-January 30, 2021														Balance-January 30, 2021	39,380	$	394	$	194,534	$	858,951	22,901	$	(662,843)	$	391,036


		February 1, 2020		February 2, 2019			January 30, 2021		February 1, 2020
Land	Land	$	7,277	$	7,277	Land	$	7,277	$	7,277
Buildings	Buildings	21,635		21,311		Buildings	21,505		21,635
Buildings under capital lease		—		3,363
Equipment	Equipment	95,100		96,402		Equipment	104,431		95,100
Equipment under capital lease		—		678
Automobiles under capital lease		—		1,829
Furniture and fixtures	Furniture and fixtures	37,048		36,980		Furniture and fixtures	42,448		37,048
Leasehold improvements	Leasehold improvements	102,528		101,572		Leasehold improvements	109,220		102,528
Construction in progress	Construction in progress	1,660		2,080		Construction in progress	1,470		1,660
Total property and equipment	Total property and equipment	265,248		271,492		Total property and equipment	286,351		265,248
Less: accumulated depreciation and amortization	Less: accumulated depreciation and amortization	164,292		156,098		Less: accumulated depreciation and amortization	179,192		164,292
Total property and equipment, net	Total property and equipment, net	$	100,956	$	115,394	Total property and equipment, net	$	107,159	$	100,956


Buildings			39 years
Leasehold improvements			3 – 10 years
Furniture and fixtures			7 years
Equipment			3 – 7 years


~~Assets Acquired:~~
~~Current assets:~~
~~Receivables~~	$	~~3,732~~
~~Inventories~~	~~44,807~~
~~Prepaid expense, other current and intangible assets~~	~~2,689~~
~~Total current assets~~	~~51,228~~
~~Goodwill~~	~~19,661~~
~~Property and equipment~~	~~16,530~~
~~Long-term intangible assets~~	~~33,503~~
~~Deposits and other assets~~	~~567~~
~~Deferred tax asset~~	~~638~~
~~Total assets~~	$	~~122,127~~

~~Liabilities Assumed:~~
~~Current liabilities:~~
~~Accounts payable~~	$	~~23,615~~
~~Other accrued expenses and intangible liabilities~~	~~3,526~~
~~Total current liabilities~~	~~27,141~~
~~Other long-term liabilities and intangible liabilities~~	~~3,234~~
~~Total liabilities~~	~~30,375~~
~~Total purchase price~~	$	~~91,752~~

~~Cash paid at closing~~	$	~~86,837~~
~~Fair value of contingent earnout~~	~~6,000~~
~~Net working capital and debt-like items adjustment~~	~~(1,085)~~

	$	~~91,752~~


~~Balance - February 2, 2019~~	$	~~23,133~~
~~Purchase Price True-Up~~	~~(3,472)~~
~~Balance - February 1, 2020~~	$	~~19,661~~


	Pro Forma - Unaudited Fiscal Year Ended
(in thousands, except per share data)	February 2, 2019		February 3, 2018
Net sales	$	1,152,628	$	1,158,701
Net income	$	27,265	$	31,673
Basic earnings per share	$	1.46	$	1.56
Diluted earnings per share	$	1.45	$	1.55


(in thousands, except per share data)	Fiscal 2019
Net sales	$	1,152,628
Net income	$	27,265
Basic earnings per share	$	1.46
Diluted earnings per share	$	1.45


		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000’s)			Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000’s)
Options outstanding at February 2, 2019		279,422	$	37.08	4.91	$	55
Options outstanding at February 1, 2020								Options outstanding at February 1, 2020	287,222	$	36.52	4.36	$	383
Granted	Granted	16,798	18.04					Granted	27,000	12.30
Exercised	Exercised	(3,998)	20.65					Exercised	(63,290)	28.01
Forfeited, cancelled or expired	Forfeited, cancelled or expired	(5,000)	18.00					Forfeited, cancelled or expired	(23,674)	25.69
Options outstanding at February 1, 2020		287,222	$	36.52	4.36	$	383
Options outstanding at January 30, 2021								Options outstanding at January 30, 2021	227,258	$	37.15	4.39	$	4,407

Exercisable at February 1, 2020		287,222	$	36.52	4.36	$	383
Exercisable at January 30, 2021								Exercisable at January 30, 2021	227,258	$	37.15	4.39	$	4,407


		RSUs				PSUs							Totals				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			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 February 2, 2019		404,377	$	31.22	143,670	$	31.78	548,047	$	31.37
Restricted stock unit awards outstanding at February 1, 2020											Restricted stock unit awards outstanding at February 1, 2020	529,696		$	24.25	56,355	$	24.05	586,051	$	24.23
Granted	Granted	262,283	18.76		34,300	18.04		296,583	18.68		Granted	337,749		12.42		0	0		337,749	12.42
PSU adjustment (1)	PSU adjustment (1)	—	—		(30,472)	31.75		(30,472)	31.75		PSU adjustment (1)	0		0		(8,575)	32.62		(8,575)	32.62
Vested	Vested	(98,810)	38.30		(27,820)	42.66		(126,630)	39.26		Vested	(138,642)		27.79		(8,400)	36.49		(147,042)	28.29
Forfeited, cancelled or expired	Forfeited, cancelled or expired	(38,154)	24.33		(63,323)	26.16		(101,477)	25.47		Forfeited, cancelled or expired	(73,772)		19.82		(20,320)	19.80		(94,092)	19.81
Restricted stock unit awards outstanding at February 1, 2020		529,696	$	24.25	56,355	$	24.05	586,051	$	24.23
Restricted stock unit awards outstanding at January 30, 2021											Restricted stock unit awards outstanding at January 30, 2021	655,031		$	17.98	19,060	$	19.56	674,091	$	18.02


Fiscal Year Ended	Fiscal Year Ended	Shares Purchased	Average Price Per Share		Fiscal Year Ended	Shares Purchased	Average Price Per Share
January 30, 2021					January 30, 2021	36,059	$	11.99
February 1, 2020	February 1, 2020	26,116	$	15.02	February 1, 2020	26,116	$	15.02
February 2, 2019	February 2, 2019	26,077	$	15.96	February 2, 2019	26,077	$	15.96
February 3, 2018		23,555	$	16.36