UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~October~~April 30, ~~2021~~2022


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

For the transition period from __________________________ to __________________________

COMMISSION FILE NUMBER: 000-20969

HIBBETT, INC.

(Exact name of registrant as specified in its charter)


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

2700 Milan Court, Birmingham, Alabama 35211

(Address of principal executive offices, including zip code)

205-942-4292

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


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

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.

Yes

☒

☐

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).

Yes

☒

☐

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.

Large accelerated filer

☐☒

Accelerated filer

☒☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes

☐

☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Shares of common stock, par value $0.01 per share, outstanding as of ~~December~~June 2, ~~2021,~~2022, were ~~13,688,704~~12,934,980 shares.

HIBBETT, INC.

Index

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements.

HIBBETT, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share information)

ASSETS October 30,
2021 January 30,
2021 October 31,
2020
Current assets:
Cash and cash equivalents $ 29,749 $ 209,290 $ 177,698
Receivables, net 13,349 11,905 12,762
Inventories, net 258,839 202,038 210,857
Other current assets 22,401 16,567 10,803
Total current assets 324,338 439,800 412,120
Property and equipment, net 127,715 107,159 99,094
Operating right-of-use assets 232,847 216,224 220,141
Finance right-of-use assets, net 2,137 3,285 2,887
Tradename intangible asset 23,500 23,500 23,500
Deferred income taxes, net 11,188 14,625 15,750
Other assets, net 3,517 3,573 3,910
Total assets $ 725,242 $ 808,166 $ 777,402
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable $ 116,234 $ 107,215 $ 102,414
Operating lease obligations 61,643 58,613 60,533
Finance lease obligations 861 956 847
Accrued payroll expenses 18,805 29,948 20,474
Other accrued expenses 15,009 28,588 28,585
Total current liabilities 212,552 225,320 212,853
Operating lease obligations 202,568 186,133 186,147
Finance lease obligations 1,505 2,599 2,315
Unrecognized tax benefits 631 725 639
Other liabilities 2,501 2,353 2,287
Total liabilities 419,757 417,130 404,241
Stockholders' investment:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued — — —
Common stock, $0.01 par value, 80,000,000 shares authorized, 39,587,012, 39,379,865 and 39,338,741 shares issued at October 30, 2021, January 30, 2021, and October 31, 2020, respectively 396 394 393
Paid-in capital 201,370 194,534 193,208
Retained earnings 1,008,066 858,951 835,020
Treasury stock, at cost; 25,900,206, 22,901,101 and 22,743,290 shares repurchased at October 30, 2021, January 30, 2021, and October 31, 2020, respectively (904,347) (662,843) (655,460)
Total stockholders' investment 305,485 391,036 373,161
Total liabilities and stockholders' investment $ 725,242 $ 808,166 $ 777,402


ASSETS	April 30, 2022		January 29, 2022		May 1, 2021
Current assets:
Cash and cash equivalents	$	23,221	$	17,054	$	270,852
Receivables, net	13,877		13,607		14,445
Inventories, net	314,861		221,219		182,371
Other current assets	16,579		25,134		7,388
Total current assets	368,538		277,014		475,056

Property and equipment, net	153,993		145,967		107,501
Operating right-of-use assets	250,522		243,751		215,804
Finance right-of-use assets, net	2,348		2,186		3,092

Tradename intangible asset	23,500		23,500		23,500
Deferred income taxes, net	3,236		7,187		12,264
Other assets, net	3,477		3,612		3,542
Total assets	$	805,614	$	703,217	$	840,759

LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable	$	164,294	$	85,647	$	105,888
Operating lease obligations	65,054		68,521		58,875
Credit facility	20,415		—		—
Finance lease obligations	1,034		975		977
Accrued payroll expenses	9,730		26,320		14,341
Other accrued expenses	15,271		13,401		30,403
Total current liabilities	275,798		194,864		210,484
Operating lease obligations	219,296		212,349		185,326
Finance lease obligations	1,516		1,427		2,381
Unrecognized tax benefits	542		546		711
Other liabilities	2,356		2,516		2,391
Total liabilities	499,508		411,702		401,293

Stockholders' investment:

Common stock, 39,779,841, 39,611,163 and 39,559,008 shares issued, respectively	398		396		395
Paid-in capital	205,720		202,729		198,356
Retained earnings	1,058,383		1,022,317		943,718
Treasury stock, at cost; 26,855,158, 26,317,947 and 23,483,504 shares repurchased, respectively	(958,395)		(933,927)		(703,003)
Total stockholders' investment	306,106		291,515		439,466
Total liabilities and stockholders' investment	$	805,614	$	703,217	$	840,759

See notes to unaudited condensed consolidated financial statements.

Index

HIBBETT, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share information)

13-Weeks Ended 39-Weeks Ended
October 30,
2021 October 31,
2020 October 30,
2021 October 31,
2020
% to Sales % to Sales % to Sales % to Sales
Net sales $ 381,719 $ 331,383 $ 1,307,837 $ 1,042,827
Cost of goods sold 243,023 63.7 % 204,347 61.7 % 796,028 60.9 % 678,047 65.0 %
Gross margin 138,696 36.3 % 127,036 38.3 % 511,809 39.1 % 364,780 35.0 %
Store operating, selling, and administrative expenses 96,324 25.2 % 86,330 26.1 % 281,328 21.5 % 255,838 24.5 %
Goodwill impairment — — % — — % — — % 19,661 1.9 %
Depreciation and amortization 8,959 2.3 % 7,541 2.3 % 25,418 1.9 % 21,895 2.1 %
Operating income 33,413 8.8 % 33,165 10.0 % 205,063 15.7 % 67,386 6.5 %
Interest expense, net 64 — % 32 — % 191 — % 407 — %
Income before provision for income taxes 33,349 8.7 % 33,133 10.0 % 204,872 15.7 % 66,979 6.4 %
Provision for income taxes 8,157 2.1 % 7,867 2.4 % 48,218 3.7 % 16,645 1.6 %
Net income $ 25,192 6.6 % $ 25,266 7.6 % $ 156,654 12.0 % $ 50,334 4.8 %
Basic earnings per share $ 1.75 $ 1.52 $ 10.13 $ 3.04
Diluted earnings per share $ 1.68 $ 1.47 $ 9.74 $ 2.98
Weighted-average shares:
Basic 14,362 16,572 15,460 16,551
Diluted 14,975 17,177 16,082 16,902


	13-Weeks Ended
	April 30, 2022				May 1, 2021
			% to Sales				% to Sales
Net sales	$	424,051			$	506,861
Cost of goods sold	267,218		63.0	%	296,898		58.6	%
Gross margin	156,833		37.0	%	209,963		41.4	%
Store operating, selling and administrative expenses	95,596		22.5	%	91,739		18.1	%

Depreciation and amortization	10,518		2.5	%	8,074		1.6	%
Operating income	50,719		12.0	%	110,150		21.7	%
Interest expense, net	72		—	%	99		—	%
Income before provision for income taxes	50,647		11.9	%	110,051		21.7	%
Provision for income taxes	11,300		2.7	%	25,285		5.0	%
Net income	$	39,347	9.3	%	$	84,766	16.7	%

Basic earnings per share	$	2.98			$	5.19
Diluted earnings per share	$	2.89			$	5.00

Weighted-average shares:
Basic	13,224				16,325
Diluted	13,612				16,966

Percentages may not foot due to rounding.

See notes to unaudited condensed consolidated financial statements.

Index

HIBBETT, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)


		39-Weeks Ended					13-Weeks Ended
		October 30, 2021		October 31, 2020			April 30, 2022		May 1, 2021
Cash Flows From Operating Activities:	Cash Flows From Operating Activities:					Cash Flows From Operating Activities:
Net income	Net income	$	156,654	$	50,334	Net income	$	39,347	$	84,766
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	25,418		21,895		Depreciation and amortization	10,518		8,074
Stock-based compensation	Stock-based compensation	4,373		2,869		Stock-based compensation	2,455		2,053
Impairment charges	Impairment charges	2,508		34,541		Impairment charges	—		347
Contingent earnout, net	Contingent earnout, net	(13,761)		(1,586)		Contingent earnout, net	—		(13,761)
Other non-cash adjustments	Other non-cash adjustments	2,141		(9,095)		Other non-cash adjustments	3,867		1,796
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Inventories, net	Inventories, net	(56,801)		77,155		Inventories, net	(93,642)		19,667
Receivables, net	Receivables, net	(1,527)		(4,541)		Receivables, net	(270)		(2,586)
Accounts payable	Accounts payable	6,270		(29,248)		Accounts payable	76,263		(2,683)
Income tax payable, net	Income tax payable, net	(1,259)		995		Income tax payable, net	6,401		22,755
Other assets and liabilities	Other assets and liabilities	(12,028)		1,890		Other assets and liabilities	(16,117)		(12,068)
Net cash provided by operating activities	Net cash provided by operating activities	111,988		145,209		Net cash provided by operating activities	28,822		108,360

Cash Flows From Investing Activities:	Cash Flows From Investing Activities:					Cash Flows From Investing Activities:
Capital expenditures	Capital expenditures	(43,894)		(20,791)		Capital expenditures	(15,975)		(7,033)
Other, net	Other, net	913		1,497		Other, net	361		102
Net cash used in investing activities	Net cash used in investing activities	(42,981)		(19,294)		Net cash used in investing activities	(15,614)		(6,931)

Cash Flows From Financing Activities:	Cash Flows From Financing Activities:					Cash Flows From Financing Activities:
Proceeds under credit facilities	Proceeds under credit facilities	—		117,535		Proceeds under credit facilities	126,216		—
Repayments under credit facilities	Repayments under credit facilities	—		(117,535)		Repayments under credit facilities	(105,801)		—
Stock repurchases	Stock repurchases	(238,327)		(9,748)		Stock repurchases	(22,399)		(37,314)
Cash used for contingent earnout	Cash used for contingent earnout	(1,239)		(4,761)		Cash used for contingent earnout	—		(1,239)
Cash dividends paid to stockholders	Cash dividends paid to stockholders	(7,533)		—		Cash dividends paid to stockholders	(3,277)		—

Payments of finance lease obligations						Payments of finance lease obligations	(249)		(240)
Proceeds from options exercised and purchase of shares under the employee stock purchase plan	Proceeds from options exercised and purchase of shares under the employee stock purchase plan	2,465		1,463		Proceeds from options exercised and purchase of shares under the employee stock purchase plan	538		1,772
Other, net	Other, net	(3,914)		(1,249)		Other, net	(2,069)		(2,846)
Net cash used in financing activities	Net cash used in financing activities	(248,548)		(14,295)		Net cash used in financing activities	(7,041)		(39,867)

Net (decrease) increase in cash and cash equivalents		(179,541)		111,620
Net increase in cash and cash equivalents						Net increase in cash and cash equivalents	6,167		61,562
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	209,290		66,078		Cash and cash equivalents, beginning of period	17,054		209,290
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	29,749	$	177,698	Cash and cash equivalents, end of period	$	23,221	$	270,852

See notes to unaudited condensed consolidated financial statements.

Index

HIBBETT, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Stockholders' Investment

(in thousands)

13-Weeks Ended October 30, 2021
Common Stock Treasury Stock
Number of
Shares
Amount
Paid-In
Capital
Retained
Earnings
Number of
Shares
Amount
Total
Stockholders'
Investment
Balance - July 31, 2021 39,578 $ 396 $ 199,713 $ 986,568 24,473 $ (786,498) $ 400,179
Net income — — — 25,192 — — 25,192
Issuance of shares through the Company's equity plans 9 — 468 — — — 468
Purchase of shares under the stock repurchase program — — — — 1,427 (117,850) (117,850)
Cash dividends declared, $0.25 per common share — — — (3,694) — — (3,694)
Stock-based compensation — — 1,190 — — — 1,190
Balance - October 30, 2021 39,587 $ 396 $ 201,370 $ 1,008,066 25,900 $ (904,347) $ 305,485


13-Weeks Ended April 30, 2022
	Common Stock							Treasury Stock
	Shares	Amount		Paid-In Capital		Retained Earnings		Shares	Amount		Total Stockholders' Investment
Balance - January 29, 2022	39,611	$	396	$	202,729	$	1,022,317	26,318	$	(933,927)	$	291,515
Net income	—	—		—		39,347		—	—		39,347
Issuance of shares through the Company's equity plans	169	2		536		—		—	—		538
Purchase of shares under the stock repurchase program	—	—		—		—		491	(22,399)		(22,399)
Settlement of net share equity awards	—	—		—		—		46	(2,069)		(2,069)
Cash dividends declared, $0.25 per common share	—	—		—		(3,280)		—	—		(3,280)
Stock-based compensation	—	—		2,455		—		—	—		2,455
Balance - April 30, 2022	39,780	$	398	$	205,720	$	1,058,383	26,855	$	(958,395)	$	306,106

13-Weeks Ended October 31, 2020
Common Stock Treasury Stock
Number of
Shares
Amount
Paid-In
Capital
Retained
Earnings
Number of
Shares
Amount
Total
Stockholders'
Investment
Balance - August 1, 2020 39,287 $ 393 $ 190,992 $ 809,754 22,743 $ (655,460) $ 345,679
Net income — — — 25,266 — — 25,266
Issuance of shares through the Company's equity plans 52 — 1,202 — — — 1,202
Stock-based compensation — — 1,014 — — — 1,014
Balance - October 31, 2020 39,339 $ 393 $ 193,208 $ 835,020 22,743 $ (655,460) $ 373,161


13-Weeks Ended May 1, 2021
	Common Stock							Treasury Stock
	Shares	Amount		Paid-In Capital		Retained Earnings		Shares	Amount		Total Stockholders' Investment
Balance - January 30, 2021	39,380	$	394	$	194,534	$	858,951	22,901	$	(662,843)	$	391,036
Net income	—	—		—		84,766		—	—		84,766
Issuance of shares through the Company's equity plans	179	1		1,769		—		—	—		1,770

Purchase of shares under the stock repurchase program	—	—		—		—		541	(37,314)		(37,314)
Settlement of net share equity awards	—	—		—		—		41	(2,846)		(2,846)
Stock-based compensation	—	—		2,053		—		—	—		2,053
Balance - May 1, 2021	39,559	$	395	$	198,356	$	943,718	23,484	$	(703,003)	$	439,466

Columns may not foot due to rounding.

See notes to unaudited condensed consolidated financial statements.

Index

HIBBETT, INC. AND SUBSIDIARIES

~~Unaudited Condensed Consolidated Statements of Stockholders' Investment~~

~~(in thousands)~~

39-Weeks Ended October 30, 2021
Common Stock Treasury Stock
Number of
Shares
Amount
Paid-In
Capital
Retained
Earnings
Number of
Shares
Amount
Total
Stockholders'
Investment
Balance - January 30, 2021 39,380 $ 394 $ 194,534 $ 858,951 22,901 $ (662,843) $ 391,036
Net income — — — 156,654 — — 156,654
Issuance of shares through the Company's equity plans 207 2 2,463 — — — 2,465
Purchase of shares under the stock repurchase program — — — — 2,954 (238,327) (238,327)
Settlement of net share equity awards — — — — 45 (3,177) (3,177)
Cash dividends declared, $0.25 per common share — — — (7,540) — — (7,540)
Stock-based compensation — — 4,373 — — — 4,373
Balance - October 30, 2021 39,587 $ 396 $ 201,370 $ 1,008,066 25,900 $ (904,347) $ 305,485

39-Weeks Ended October 31, 2020
Common Stock Treasury Stock
Number of
Shares Amount Paid-In
Capital Retained
Earnings Number of
Shares Amount Total
Stockholders'
Investment
Balance - February 1, 2020 39,141 $ 391 $ 188,879 $ 784,942 22,280 $ (645,229) $ 328,983
Net income — — — 50,334 — — 50,334
Issuance of shares through the Company's equity plans 198 2 1,460 — — — 1,462
Adjustment for adoption of accounting standard(1)
— — — (256) — — (256)
Purchase of shares under the stock repurchase program — — — — 428 (9,748) (9,748)
Settlement of net share equity awards — — — — 35 (483) (483)
Stock-based compensation — — 2,869 — — — 2,869
Balance - October 31, 2020 39,339 $ 393 $ 193,208 $ 835,020 22,743 $ (655,460) $ 373,161

~~Columns may not foot due to rounding.~~

~~(1) Adoption of Accounting Standards Update ("ASU") No. 2016-13, Topic 326,~~ ~~Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. See Note 2,~~ ~~Recent Accounting Pronouncements, in our Annual Report on Form 10-K filed on April 7, 2021.~~

~~See notes to unaudited condensed consolidated financial statements.~~

~~Index~~

~~HIBBETT, INC. AND SUBSIDIARIES~~

Notes to Unaudited Condensed Consolidated Financial Statements

1. Basis of Presentation and Critical Accounting Policies

The accompanying unaudited condensed consolidated financial statements of Hibbett, Inc. and its wholly-owned subsidiaries (including the condensed consolidated balance sheet as of January ~~30, 2021,~~29, 2022, which has been derived from audited financial statements) have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") for interim financial information and are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. References to “Hibbett,” “we,” “our,” “us,” and the “Company” refer to Hibbett, Inc. and its subsidiaries, as well as its predecessors.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January ~~30, 2021,~~29, 2022, filed on ~~April 7, 2021 ("2021~~March 25, 2022 (the "2022 Annual Report"). The unaudited condensed consolidated financial statements have been prepared on a basis consistent in all material respects with the accounting policies described in the ~~2021~~2022 Annual Report and reflect all adjustments of a normal recurring nature that are, in management’s opinion, necessary for the fair presentation of the results of operations, financial position and cash flows for the periods presented.

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, cash flows or stockholders’ investment in any of the periods presented.

Property and Equipment

Property and equipment are recorded at cost. Finance lease assets are shown as right-of-use ("ROU") assets and are excluded from property and equipment (see Note 3, Leases). The fixed asset component of asset group impairment charges was not material in any period presented.

Property and equipment consist of the following (in thousands):


		October 30, 2021		January 30, 2021		October 31, 2020			April 30, 2022		January 29, 2022		May 1, 2021
Land	Land	$	7,277	$	7,277	$	7,277	Land	$	7,277	$	7,277	$	7,277
Buildings	Buildings	22,132		21,505		21,432		Buildings	22,271		22,247		21,607
Equipment	Equipment	114,295		104,431		100,785		Equipment	122,927		119,505		106,633
Furniture and fixtures	Furniture and fixtures	47,234		42,448		39,144		Furniture and fixtures	63,081		59,137		42,369
Leasehold improvements	Leasehold improvements	127,501		109,220		105,489		Leasehold improvements	144,515		137,279		112,741
Construction in progress	Construction in progress	4,518		1,470		1,675		Construction in progress	6,449		4,086		1,901
Total property and equipment	Total property and equipment	322,957		286,351		275,802		Total property and equipment	366,520		349,531		292,528
Less: accumulated depreciation and amortization	Less: accumulated depreciation and amortization	195,242		179,192		176,708		Less: accumulated depreciation and amortization	212,527		203,564		185,027
Total property and equipment, net	Total property and equipment, net	$	127,715	$	107,159	$	99,094	Total property and equipment, net	$	153,993	$	145,967	$	107,501

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, when control of the merchandise is transferred to our customer which is at delivery. Sales are recorded net of expected returns at the time the customer takes possession of the merchandise. Net sales exclude sales taxes because we are a pass-through conduit for collecting and remitting these taxes.

Gift Cards and Customer ~~Orders, and Layaways:~~Orders: The net deferred revenue liability for gift cards and customer orders at April 30, 2022, January 29, 2022, and ~~layaways at October 30,~~May 1, 2021 ~~January 30, 2021, and October 31, 2020~~ was ~~$9.2~~$10.8 million, ~~$8.8~~$9.6 million, and ~~$8.2~~$10.1 million, respectively, recognized in accounts payable on our unaudited condensed consolidated balance sheets. We recognize revenue when a gift card is redeemed by the customer and recognize gift card breakage income in net sales in proportion to the redemption pattern of rights exercised by the customer. For all periods presented, gift card breakage was immaterial.

Index

During the 13-weeks ended ~~October~~April 30, ~~2021~~2022 and ~~October 31, 2020, $0.5 million and $0.5 million, respectively, of~~May 1, 2021, gift card deferred revenue from prior periods was ~~realized. During the 39-weeks ended October 30, 2021 and October 31, 2020, $1.2 million and $1.0 million, respectively, of gift card deferred revenue from prior periods was realized.~~immaterial.

Loyalty Program: We offer the Hibbett Rewards program whereby upon registration and in accordance with the terms of the program, customers earn points on certain purchases. Points convert into rewards at defined thresholds. The short-term future performance obligation liability is estimated at each reporting period based on historical conversion and redemption patterns. The liability is included in other accrued expenses on our unaudited condensed consolidated balance sheets and was ~~$3.6~~$3.8 million, ~~$3.4~~$3.7 million, and ~~$3.2~~$4.1 million at ~~October~~April 30, 2022, January 29, 2022, and May 1, 2021, ~~January 30, 2021, and October 31, 2020,~~ respectively.

~~Return Sales~~: The liability for return sales is estimated at each reporting period based on historical return patterns and is recognized at the transaction price. The liability is included in other accrued expenses on our unaudited condensed consolidated balance sheets. The return asset and corresponding adjustment to cost of goods sold for our right to recover the merchandise returned by the customer is immaterial.

~~Retail Store Sales: For merchandise sold in our stores, revenue is recognized at the point of sale when tender is accepted and the customer takes possession of the merchandise.~~

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


		13-Weeks Ended				39-Weeks Ended					13-Weeks Ended
		October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020			April 30, 2022		May 1, 2021
Footwear	Footwear	$	231,365	$	201,047	$	824,088	$	675,270	Footwear	$	263,652	$	322,581
Apparel	Apparel	104,598		90,380		346,130		268,564		Apparel	111,182		131,108
Equipment	Equipment	45,756		39,956		137,619		98,993		Equipment	49,217		53,172
Total	Total	$	381,719	$	331,383	$	1,307,837	$	1,042,827	Total	$	424,051	$	506,861

~~Goodwill and~~ Indefinite-Lived Intangible Assets

~~Goodwill and the~~The City Gear tradename ~~are~~is an indefinite-lived ~~assets~~asset which ~~are~~is not amortized, but rather tested 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. 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 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 13-weeks ended May 2, 2020. 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 13-weeks ended May 2, 2020 and year ended January 30, 2021, we determined that goodwill of our City Gear reporting unit was fully impaired and recognized a non-cash impairment charge of $19.7 million. No impairment related to goodwill was recognized during the 13-weeks or 39-weeks ended October 30, 2021.

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 13-weeks ended May 2, 2020 and year ended January 30, 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 on our unaudited condensed consolidated statements of operations. NoNaN impairment related to the tradename intangible was recognized during the 13-weeks ended April 30, 2022 or ~~39-weeks ended October 30,~~May 1, 2021.

~~Index~~

2. Recent Accounting Pronouncements

~~Standards that were adopted~~

~~In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, “Income Taxes ("Topic 740"): Simplifying the Accounting for Income Taxes~~,” as part of its overall simplification initiative. ASU 2019-12 was issued in order to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to financial statement users. The amendments remove certain exceptions to the general provisions of Topic 740 and provide simplification in other areas of Topic 740. We adopted ASU 2019-12 on January 31, 2021, with no material impact to our consolidated financial statements.

~~Standards that are not yet adopted~~

We continuously monitor and review all current accounting pronouncements and standards from the ~~FASB~~Financial Accounting Standards Board of U.S. GAAP for applicability to our operations. As of ~~October~~April 30, ~~2021,~~2022, there were no other new pronouncements or interpretations that had or were expected to have a significant impact on our financial reporting.

3. Leases

ROU lease assets are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment - Overall, to determine when to test ROU assets (or asset groups that contain one or more ROU assets for impairment), whether ROU assets are impaired, and if so, the amount of the impairment loss to recognize. ~~An asset~~Asset group impairment ~~charge of approximately $2.1 million and $1.4 million was recognized~~charges in the 13-weeks ended ~~October~~April 30, 2022 and May 1, 2021, and October 31, 2020, respectively. An asset group impairment charge of approximately $2.6 million and $6.0 million was recognized in the 39-weeks ended October 30, 2021 and October 31, 2020, respectively.were immaterial.

Lease costs are as follows (in thousands):


		13-Weeks Ended				39-Weeks Ended					13-Weeks Ended
		October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020			April 30, 2022		May 1, 2021
Operating lease cost	Operating lease cost	$	16,796	$	16,467	$	47,357	$	50,236	Operating lease cost	$	18,259	$	14,882
Finance lease cost:	Finance lease cost:									Finance lease cost:
Amortization of assets	Amortization of assets	224		234		638		712		Amortization of assets	236		179
Interest on lease liabilities	Interest on lease liabilities	30		43		109		137		Interest on lease liabilities	28		41
Variable lease cost	Variable lease cost	4,264		388		15,186		734		Variable lease cost	4,459		5,865
		$	21,314	$	17,132	$	63,290	$	51,819		$	22,982	$	20,967

Finance ROU assets on the unaudited condensed consolidated balance sheets at ~~October~~April 30, ~~2021,~~2022, January ~~30,~~29, 2022, and May 1, 2021 ~~and October 31, 2020~~ are shown net of accumulated amortization of ~~$2.3~~$2.8 million, ~~$1.7~~$2.5 million, and ~~$1.4~~$1.9 million, respectively.

~~The following table provides supplemental balance sheet information related to leases:~~

October 30,
2021 January 30,
2021 October 31,
2020
Weighted-average remaining lease term (in years):
Operating leases 5 5 5
Finance leases 3 4 4
Weighted-average discount rate:
Operating leases 3.2 % 3.5 % 3.7 %
Finance leases 5.2 % 5.5 % 6.4 %

Index

The following table provides ~~supplemental cash flow and other information related to leases~~ROU assets obtained in exchange for lease obligations (in thousands):

39-Weeks Ended
October 30, 2021 October 31, 2020
Operating cash flows from operating leases $ 56,228 $ 57,461
Operating cash flows from finance leases $ 109 $ 137
Financing cash flows from finance leases $ 736 $ 766
ROU assets obtained in exchange for lease obligations, net:
Operating leases $ 63,827 $ 42,895
Finance leases $ (452) $ 1,351

~~Maturities of lease obligation as of October 30, 2021 (in thousands):~~

Operating Finance Total
Remainder of Fiscal 2022 $ 12,446 $ 238 $ 12,684
Fiscal 2023 73,960 930 74,890
Fiscal 2024 60,983 863 61,846
Fiscal 2025 48,280 282 48,562
Fiscal 2026 35,500 202 35,702
Thereafter 54,585 — 54,585
Total minimum lease payments 285,754 2,515 288,269
Less amount representing interest 21,543 149 21,692
$ 264,211 $ 2,366 $ 266,577


	13-Weeks Ended
	April 30, 2022		May 1, 2021




ROU assets obtained in exchange for lease obligations, net:
Operating leases	$	23,534	$	14,631
Finance leases	$	397	$	44

As of ~~October~~April 30, ~~2021,~~2022, we have entered into approximately ~~$9.6~~$9.3 million of operating lease obligations related to future store locations that have not yet commenced.

4. Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurement, establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

Level I – Quoted prices in active markets for identical assets or liabilities.

Level II – Observable inputs other than quoted prices included in Level I.

Level III – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

~~Index~~

The table below segregates all financial assets and financial 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):


		October 30, 2021						January 30, 2021						October 31, 2020							April 30, 2022						January 29, 2022						May 1, 2021
		Level I		Level II		Level III		Level I		Level II		Level III		Level I		Level II		Level III			Level I		Level II		Level III		Level I		Level II		Level III		Level I		Level II		Level III
Short-term investments	Short-term investments	$	129	$	—	$	—	$	219	$	—	$	—	$	541	$	—	$	—	Short-term investments	$	34	$	—	$	—	$	129	$	—	$	—	$	129	$	—	$	—
Long-term investments	Long-term investments	2,265		—		—		2,107		—		—		2,005		—		—		Long-term investments	2,192		—		—		2,352		—		—		2,155		—		—
Short-term contingent earnout		—		—		—		—		—		15,000		—		—		14,710
Long-term contingent earnout		—		—		—		—		—		—		—		—		—

Total investments	Total investments	$	2,394	$	—	$	—	$	2,326	$	—	$	15,000	$	2,546	$	—	$	14,710	Total investments	$	2,226	$	—	$	—	$	2,481	$	—	$	—	$	2,284	$	—	$	—

Short-term investments are reported in other current assets on our unaudited condensed consolidated balance sheets. Long-term investments are reported in other assets on our unaudited condensed consolidated balance sheets. Short-term contingent earnout is reported in other accrued expenses on our unaudited condensed consolidated balance sheets. Long-term contingent earnout is reported in other liabilities on our unaudited condensed consolidated balance sheets.

The short-term and long-term contingent earnouts represent the fair value of potential additional payments outlined in the Purchase Agreement to the former members and warrant holders of City Gear if certain financial goals were achieved in Fiscal 2020 and Fiscal 2021 ("Earnout"). The total Earnout was valued using a Monte Carlo simulation analysis in a risk-neutral framework with assumptions for volatility, risk-free rate, and dividend yield. The Earnout was re-valued each quarter in Fiscal 2020 and Fiscal 2021 and any change in valuation was recognized in our consolidated statements of operations. No revaluation was required in Fiscal 2022 and therefore no costs were recognized in store operating, selling, and administrative expenses in Fiscal 2022 as both Earnouts had been fully determined and paid out by the first quarter of Fiscal 2022. As a result of the revaluation for the 13-weeks and 39-weeks ended October 31, 2020, an increase of $0.2 million and $3.7 million was recognized in store operating, selling, and administrative expenses, respectively.

~~The table below are reconciliations of the contingent earnout balance for each period presented (in thousands):~~

39-Weeks Ended 52-Weeks Ended 39-Weeks Ended
October 30, 2021 January 30, 2021 October 31, 2020
Short-term Long-term Short-term Long-term Short-term Long-term
Beginning balance $ 15,000 $ — $ 9,958 $ 11,099 $ 9,958 $ 11,099
Change in valuation, net — — 3,943 — 3,653 0
Payment (15,000) — (10,000) — $ (10,000) —
Reclassification from long-term, net — — 11,099 (11,099) 11,099 (11,099)
Ending balance $ — $ — $ 15,000 $ — $ 14,710 $ —

5. Debt

~~In October 2018, we entered into amended agreements with Bank of America, N.A. and Regions Bank providing for an aggregate amount of credit available to us under each line of credit of $50.0 million.~~

On April 16, 2020, we entered into the Second Amended and Restated Note with Regions Bank ("Amended Credit Facility") that provided for an aggregate amount of credit available to us of $75.0 million. The Amended Credit Facility superseded the Regions Bank credit agreement dated October 2018, with a maturity date of April 19, 2021, and was secured by all assets of the Company with the exception of real property. Simultaneous with the execution of the Amended Credit Facility, the $50.0 million outstanding under the previous credit agreements was paid in full, the Bank of America credit agreement dated October 2018 was terminated and we incurred borrowings under the Amended Credit Facility of $50.0 million. On June 5, 2020, we entered into ~~a Note Modification Agreement~~an amended agreement with Regions Bank that extended the maturity date of the ~~Amended Credit Facility~~then existing credit facility of $75.0 million from April 19, 2021 to July 18, 2021. ~~No other provisions of the Amended Credit Facility were affected.~~

~~Index~~

On July 9, 2021, we executed a new unsecured Credit Agreement ~~("2021~~(the "2021 Credit Facility") between the Company and its subsidiaries and Regions Bank. The 2021 Credit Facility ~~supersedes the Amended Credit Facility. The 2021 Credit Facility provides~~provided an unsecured line of credit of up to $100.0 million. The 2021 Credit Facility is effective through July 9, 2026 with an interest rate of one-month LIBOR plus 1.0% to 1.8% depending on specified leverage levels.

The 2021 Credit Facility includes an annual commitment fee, payable quarterly in arrears, in an amount between 15 and 20 basis points of the unused portion of the line of credit as determined on a daily basis, dependent on the amount of debt outstanding. In addition, the Company is subject to certain financial covenants which include:

•Advance limitation of 55% of the net book value of the Company's inventory;

•A Consolidated Lease-Adjusted Leverage Ratio comparing lease-adjusted funded debt (funded debt plus all lease

liabilities) to EBITDAR (as defined in the 2021 Credit Facility) with a maximum of 3.5x; and

•A Consolidated Fixed Coverage Charge Ratio comparing EBITDAR to fixed charges and certain current liabilities (as defined in the 2021 Credit Facility) with a minimum of 1.2x.

On April 7, 2022, we executed a First Note Modification Agreement (the "Modification Agreement") between the Company and its subsidiaries and Regions Bank. The Modification Agreement increases the line of credit specified in the 2021 Credit

Index

Facility to $125.0 million. The expiration date of July 9, 2026 remains unchanged. The financial covenants included in the 2021 Credit Facility also remain unchanged.

As of ~~October~~April 30, ~~2021,~~2022, we were in compliance with these covenants.

~~Given~~In addition, on April 7, 2022, the ~~International Exchange Benchmark Administration’s announced phase-out of LIBOR,~~Company executed a First Amendment to the 2021 Credit Facility ~~includes a LIBOR phase-out provision. If, during the term of~~(the “First

Amendment”) and, the 2021 Credit Facility, as amended by the ~~lender determines that~~First Amendment and the Modification Agreement, (the "Credit Facility") between the Company and its subsidiaries and Regions Bank. The First Amendment replaces LIBOR ~~is unavailable, impracticable or unreliable for use,~~as the ~~variable~~

benchmark rate with the Bloomberg Short-Term Bank Yield (“BSBY”) Index Rate. Pursuant to the First Amendment, the Credit Facility carries an interest rate ~~will be determined based~~of BSBY plus 1.0% to 1.8% depending on a substitute index which may be Term SOFR, Daily Simple SOFR, or an alternate rate index that has been selected by the Lender as the replacement for LIBOR. The replacement index will then become the operative interest rate index for borrowings under the 2021 Credit Facility, subject to provisions set forth in the 2021 Credit Facility.specified leverage levels.

~~We did not incur any borrowings against the 2021 Credit Facility or Amended Credit Facility~~There were 54 days during the 13-weeks ~~or 39-weeks ended October~~April 30, ~~2021. At October 30, 2021, a total of $100.0 million was available to us from the 2021 Credit Facility.~~

~~There were 97 days during the 52-weeks ended January 30, 2021,~~2022, where we incurred borrowings against the ~~credit facilities~~Credit Facility for an average and maximum borrowing of ~~$43.3~~$7.7 million and ~~$50.0~~$28.7 million, respectively, and an average interest rate of ~~3.45%~~1.53%. At April 30, 2022, we had net borrowings of $20.4 million and a total of $104.6 million available to us under the Credit Facility.

There were 21 days during the 52-weeks ended January 29, 2022, where we incurred borrowings against the 2021 Credit Facility for an average and maximum borrowing of $2.0 million and $18.7 million, respectively, and an average interest rate of 1.35%.

We did not incur any borrowings during the 13-weeks ended October 31, 2020. There were 97 days during the 39-weeks ended October 31, 2020, where we incurred borrowings against the credit facilities for an average and maximum borrowing of $43.3 million and $50.0 million, respectively. The average interest rate during the 39-weeks ended October 31, 2020 was 3.45%.May 1, 2021.

6. Stock-Based Compensation

The stock-based compensation costs that have been charged against income were as follows (in thousands):


		13-Weeks Ended				39-Weeks Ended					13-Weeks Ended
		October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020			April 30, 2022		May 1, 2021
Stock-based compensation expense by type:	Stock-based compensation expense by type:									Stock-based compensation expense by type:
Stock options	Stock options	$	—	$	—	$	174	$	90	Stock options	$	155	$	174
Restricted stock units	Restricted stock units	1,126		968		4,005		2,615		Restricted stock units	2,125		1,788
Employee stock purchases	Employee stock purchases	47		23		156		93		Employee stock purchases	158		85
Director deferred compensation	Director deferred compensation	17		23		38		71		Director deferred compensation	17		6
Total stock-based compensation expense	Total stock-based compensation expense	1,190		1,014		4,373		2,869		Total stock-based compensation expense	2,455		2,053
Income tax benefit recognized	Income tax benefit recognized	284		244		1,047		672		Income tax benefit recognized	557		479
Stock-based compensation expense, net of income tax	Stock-based compensation expense, net of income tax	$	906	$	770	$	3,326	$	2,197	Stock-based compensation expense, net of income tax	$	1,898	$	1,574

Expense for restricted stock units is shown net of forfeitures ~~of approximately $6,000 and $2,300~~which were immaterial for the 13-weeks ended ~~October~~April 30, ~~2021~~2022 and October 31, 2020, respectively. Expense for restricted stock units is shown net of forfeitures of approximately $0.2 million and $0.9 million for the 39-weeks ended October 30, 2021 and October 31, 2020, respectively.May 1, 2021.

We ~~have~~ granted the following equity awards:

~~Index~~


		13-Weeks Ended		39-Weeks Ended			13-Weeks Ended
		October 30, 2021	October 31, 2020	October 30, 2021	October 31, 2020		April 30, 2022	May 1, 2021
Stock options	Stock options	—	—	4,384	27,000	Stock options	7,212	4,384
Restricted stock unit awards	Restricted stock unit awards	—	—	62,031	337,749	Restricted stock unit awards	107,848	61,241
Performance-based restricted stock unit awards	Performance-based restricted stock unit awards	—	—	22,492	—	Performance-based restricted stock unit awards	49,978	22,492
Deferred stock units	Deferred stock units	228	597	486	3,860	Deferred stock units	405	84

At ~~October~~April 30, ~~2021,~~2022, the total compensation ~~costs~~cost not yet recognized related to unvested restricted stock unit awards was ~~$8.2~~$12.5 million and the weighted-average period over which such awards are expected to be recognized is ~~2.2~~2.4 years. There were no unrecognized compensation costs related to unvested stock options at ~~October~~April 30, ~~2021.~~2022.

Index

The weighted-average grant date fair value of stock options granted during the ~~39-weeks~~13-weeks ended ~~October~~April 30, 2022 and May 1, 2021 was $21.46 and ~~October 31, 2020 was~~ $39.73 ~~and $3.33~~ per share, respectively.

Under the 2012 Non-Employee Director Equity Plan, ~~("2012 Plan"), no~~6,388 shares of our common stock were awarded during the 13-weeks ~~or 39-weeks~~ ended ~~October~~April 30, ~~2021 or October 31, 2020.~~2022. No shares of our common stock were awarded during the 13-weeks ended May 1, 2021.

The number of shares purchased, the average price per share, and the weighted-average grant date fair value of shares purchased through our employee stock purchase plan were as follows:


		13-Weeks Ended				39-Weeks Ended					13-Weeks Ended
		October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020			April 30, 2022		May 1, 2021
Shares purchased	Shares purchased	2,495		4,605		12,003		33,506		Shares purchased	14,273		7,445
Average price per share	Average price per share	$	65.11	$	17.66	$	47.95	$	10.21	Average price per share	$	61.14	$	39.25
Weighted-average fair value at grant date	Weighted-average fair value at grant date	$	22.22	$	4.99	$	13.68	$	3.71	Weighted-average fair value at grant date	$	18.03	$	11.45

7. Earnings Per Share

The computation of basic earnings per share ("EPS") is based on the weighted-average number of common shares outstanding during the period. The computation of diluted EPS is based on the weighted-average number of shares outstanding plus the incremental shares that would be outstanding assuming exercise of dilutive stock options and issuance of restricted stock. The number of incremental shares is calculated by applying the treasury stock method. The following table sets forth the weighted-average number of common shares outstanding (in thousands):

13-Weeks Ended 39-Weeks Ended
October 30,
2021 October 31,
2020 October 30,
2021 October 31,
2020
Weighted-average shares used in basic computations 14,362 16,572 15,460 16,551
Dilutive equity awards 613 605 622 351
Weighted-average shares used in diluted computations 14,975 17,177 16,082 16,902


	13-Weeks Ended
	April 30, 2022	May 1, 2021
Weighted-average shares used in basic computations	13,224	16,325
Dilutive equity awards	388	641
Weighted-average shares used in diluted computations	13,612	16,966

For the 13-weeks ended ~~October~~April 30, ~~2021,~~2022, we ~~did not exclude any~~excluded 64,888 options from the computations of diluted weighted-average common shares or common stock ~~equivalents.~~equivalents outstanding because of their anti-dilutive effect. For the 13-weeks ended ~~October 31, 2020, we~~May 1, 2021, no options were excluded ~~104,091 options~~ from the computation of diluted weighted-average common shares ~~and~~or common share ~~equivalents outstanding because of their anti-dilutive effect.~~equivalents.

We also excluded ~~55,084~~94,962 unvested stock awards granted to certain employees from the computations of diluted weighted-average common shares and common share equivalents outstanding because they are subject to certain performance-based annual vesting conditions which had not been achieved by ~~October~~April 30, ~~2021.~~2022. Assuming the performance-criteria had been achieved as of ~~October~~April 30, ~~2021, the~~2022, there was no incremental dilutive impact ~~would have been 19,917~~from the exclusion of these shares.

~~Index~~

8. Stock Repurchase ~~Activity~~Program

On May 26, 2021, the Board of Directors ~~("Board"~~(the "Board") authorized the expansion and extension of our existing Stock Repurchase Program ("(the "Repurchase Program") by $500.0 million to a total of $800.0 million to repurchase our common stock through February 1, 2025. The Repurchase Program's original authorization was approved in November 2015 in the amount of $300.0 million and, prior to the Board's action, was scheduled to expire on January 29, 2022.

The Program authorizes repurchases 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 Program, we also acquire shares of our common stock from holders of restricted stock unit awards to satisfy tax withholding requirements due at vesting. Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements do not reduce the Program authorization.

~~The~~ number of shares repurchased under the Repurchase Program and acquired from holders of restricted stock unit awards to satisfy tax withholding requirements were as follows:

13-Weeks Ended 39-Weeks Ended
October 30,
2021 October 31,
2020 October 30,
2021 October 31,
2020
Common stock repurchased under the Program 1,427,314 — 2,953,860 428,018
Aggregate cost of repurchases under the Program (in thousands) $ 117,850 $ — $ 238,327 $ 9,748
Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements — — 45,245 34,956
Tax withholding requirement (in thousands) $ — $ — $ 3,177 $ 483

Index


	13-Weeks Ended
	April 30, 2022		May 1, 2021
Common stock repurchased under the Repurchase Program	491,218		541,283
Aggregate cost of repurchases under the Repurchase Program (in thousands)	$	22,399	$	37,314
Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements	45,993		41,120
Tax withholding requirement from holders of restricted stock unit awards (in thousands)	$	2,069	$	2,846

As of ~~October~~April 30, ~~2021,~~2022, we had approximately ~~$398.0~~$346.1 million remaining under the Repurchase Program for stock repurchases.

9. Dividends

In August 2021, the Board instituted a recurring quarterly cash dividend with the first cash dividend made on September 9, 2021. During the 13-weeks ended April 30, 2022, we paid cash dividends of $3.3 million under one declaration of $0.25 per share of common stock outstanding as of the record date.

While we currently pay a quarterly dividend of $0.25 per share and expect to pay comparable cash dividends in the future, the declaration of dividends and the establishment of the per share amount, record dates and payment dates for any future dividends are subject to the final determination of our Board and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as our Board deems relevant. There can be no assurance that we will continue to declare dividends in any particular amounts or at all, and changes in our dividend policy could adversely affect the market price of our common stock.

Subsequent to April 30, 2022, on May 25, 2022, the Board declared a cash dividend of $0.25 per common share, payable on June 21, 2022, to stockholders of record at the close of business on June 9, 2022. The estimated payment is expected to be $3.3 million.

10. Commitments and Contingencies

Legal Proceedings and Contingencies.

From time to time, the Company is a party to various legal matters in the ordinary course of its business, including actions by employees, consumers, suppliers, government agencies, or others. The Company has recorded accruals with respect to these matters, where appropriate, which are reflected in the Company's unaudited condensed consolidated financial statements. For some matters, a liability is not probable or the amount cannot be reasonably estimated and therefore an accrual has not been made.

The Company believes that its pending legal matters, both individually and in the aggregate, will be resolved without a material adverse effect on the Company's consolidated financial statements as a whole. However, litigation and other legal matters involve an element of uncertainty. Adverse decisions and settlements, including any required changes to the Company's business, or other developments in such matters could affect our operating results in future periods or result in a liability or other amounts material to the Company's annual consolidated financial statements. No material amounts were accrued at ~~October~~April 30, ~~2021,~~2022, January ~~30,~~29, 2022, or May 1, 2021 ~~or October 31, 2020~~ pertaining to legal proceedings or other contingencies.

~~10.~~11. Income Taxes

Our effective tax rate is based on expected annual income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which we operate. For interim financial reporting, we estimate the annual effective tax rate based on expected taxable income or loss for the full year and record a quarterly income tax provision (benefit) in accordance with the anticipated annual effective rate and adjust for discrete items. We update the estimates of the taxable income or loss throughout the year as new information becomes available, including year-to-date financial results. This process often results in a change to our expected effective tax rate for the year. When this occurs, we adjust the income tax provision (benefit) during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual effective tax rate.

Index

We apply the provisions of ASC Subtopic 740-10 in accounting for uncertainty in income taxes. We recognize a tax benefit associated with an uncertain tax position when, in our judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. ~~For a tax position that meets~~

At April 30, 2022, January 29, 2022, and May 1, 2021, 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~~

~~Index~~

~~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.

~~At October 30, 2021, we had a liability of $0.6 million associated with unrecognized tax benefits.~~was immaterial. We file income tax returns in U.S. federal and various state jurisdictions. Generally, we are not subject to changes in income taxes by the U.S. federal taxing jurisdiction for years prior to Fiscal 2019 or by most state taxing jurisdictions for years prior to Fiscal 2018.

~~11.~~12. Related-Party Transactions

The Company leases 1 store under a lease arrangement with Preferred Growth Properties, LLC, ~~(formerly AL Florence Realty Holdings 2010, LLC),~~ a wholly owned subsidiary of Books-A-Million, Inc. ("BAMM"). One of our Directors, Terrance G. Finley is an executive officer of BAMM. Minimum annual lease payments are $0.1 million, if not in co-tenancy, and the lease termination date is February 28, ~~2022. In August 2021, the Company exercised an option to extend the term of the lease by five years, which new term commences on March 1, 2022 and terminates on February 28,~~ 2027. ~~The minimum annual lease payment of $0.1 million did not change. The minimum annual lease payment of $0.1 million did not change.~~ Minimum lease payments remaining under the lease at ~~October~~April 30, 2022 and May 1, 2021 ~~and October 31, 2020~~ were ~~$0.6 million and $0.1 million, respectively.~~immaterial.

~~The Company honored certain contracts in place for its wholly owned subsidiary, City Gear, LLC, upon acquisition, which included agreements with Memphis Logistics Group,~~ T.I.G. Construction ("TIG")

TIG performs certain new store and ~~Merchant's Capital~~store remodel construction for the Company and is owned by a close relative of ~~which~~ Michael E. Longo, the Company's President and ~~CEO, had an interest in, either directly or indirectly, at acquisition.~~

~~Memphis Logistics Group ("MLG")~~

MLG provided logistics and warehousing services to the Company's wholly-owned subsidiary, City Gear. Mr. Longo owned a majority interest in MLG and the initial contract term was effective through June 2020 but was extended to June 2021. Effective January 29, 2021, Mr. Longo fully divested his ownership interest in MLG and he no longer has any involvement with its management. MLG subsequently reorganized as Riverhorse Logistics, LLC.

InCEO. For the 13-weeks ended April 30, 2022 and ~~39-weeks ended October 31, 2020,~~May 1, 2021, payments to ~~MLG under the contract~~TIG for its services were ~~$2.2~~$2.9 million and ~~$5.6~~$1.4 million, respectively. The amount outstanding to ~~MLG at January 30, 2021 and October 31, 2020 was $0.3 million and $0.2 million, respectively, and is~~ TIG,included in accounts payable on our unaudited condensed consolidated balance ~~sheets.~~

~~T.I.G. Construction ("TIG")~~

TIG historically performed the majority of new store and store remodel construction for City Gear and is owned by a close relative of Mr. Longo. For the 13-weeks ended October 30, 2021 and October 31, 2020, payments to TIG for its services were $1.8 million and $1.4 million, respectively. For the 39-weeks ended October 30, 2021 and October 31, 2020, payments to TIG for its services were $4.4 million and $3.7 million, respectively. The amount outstanding to TIGsheets at October 30, 2021, January 30, 2021, and October 31, 2020 was approximately $0.3 million, $26,000, and $0.1 million, respectively, and is included in accounts payable on our unaudited condensed consolidated balance sheets.

~~Merchant's Capital ("MC")~~

Merchant's Capital owned the office building where City Gear had its corporate offices in Memphis, Tennessee. Mr. Longo is a 33.3% partner in MC. The initial lease term ended on December 31, 2019 but was extended to April 30, ~~2020 to allow for the transition of City Gear's corporate office to the Company's Birmingham, Alabama headquarters. In the 13-weeks ended October 30,~~2022, January 29, 2022, and May 1, 2021, and October 31, 2020, there were no lease payments to MC. In the 39-weeks ended October 31, 2020, lease payments to MC were $51,200. There were no amounts outstanding to MC at October 30, 2021, January 30, 2021, or October 31, 2020.was immaterial.

Retail Security Gates, LLC ("RSG")

During the second quarter of Fiscal 2022, a close relative of Mr. Longo purchased a 50% interest in an existing Company vendor, which was reorganized as RSG. We utilize RSG for specially manufactured store front security gates. For the 13-weeks ~~and 39-weeks~~ ended ~~October~~April 30, ~~2021,~~2022, payments to RSG were ~~$0.1 million and $0.2 million, respectively.~~$0.3 million. The amount

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outstanding to RSG, ~~at October 30, 2021 was $36,000, and is~~ included in accounts payable on our unaudited condensed consolidated balance ~~sheets.~~sheets at April 30, 2022 and January 29, 2022, was immaterial.

In addition to the related party interests listed above, Mr. Longo also ~~has~~had a membership interest in a contingent earnout (the "Earnout") related to the ~~earnout discussed~~acquisition of City Gear based on City Gear's achievement of an EBITDA threshold for the 52-weeks ended January 30, 2021. The Earnout was in ~~Note 4 -~~ ~~Fair Value~~addition to the aggregate consideration payable to the sellers of ~~Financial Instruments~~.City Gear, LLC in November 2018. Pursuant to the Membership Interest and Warrant Purchase Agreement dated October 29, 2018, and based on Fiscal ~~2020~~2021 financial results, the former members and warrant holders of City Gear were entitled to and were paid the ~~first earnout payment of $10.0 million in June 2020. Based on Fiscal 2021 financial results, the remaining earnout~~Earnout payment of $15.0 million ~~was achieved and paid to the former members and warrant holders of City Gear~~ in April 2021. Mr. Longo's share of the earnout ~~payments~~payment was approximately 22.8% or approximately ~~$2.3 million of the initial earnout payment and approximately 22.8% or approximately~~ $3.4 ~~million of the second earnout payment.~~million.

~~12. Subsequent Events~~

~~On November 23, 2021, our Board declared a dividend of $0.25 per share of common stock payable on December 21, 2021 to stockholders of record as of the close of business on December 9, 2021.~~

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statement Regarding Forward-Looking Statements

This document contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address future events, developments and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. They include statements preceded by, followed by or including words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “forecast,” “guidance,” “outlook,” “estimate” “will,” “may,” “could,” “possible,” “potential,” or other similar words, phrases or expressions. For example, our forward-looking statements include statements regarding:

•the potential impact of ~~the duration and scope of the~~ COVID-19 ~~pandemic~~ on our business, operations and financial results, including the time it will take for vaccines to be broadly produced, distributed, and administered, and the effectiveness of such vaccines in slowing or stopping the spread of COVID-19, variant strains of the virus, additional waves of infections or periods of increases in the number of COVID-19 cases in areas in which we operate, and the measures that might be imposed by federal, state, or local governments in response to the pandemic, including vaccine mandates and restrictions impacting school closures and remote learning requirements, sporting events, and local sports leagues and programs;results;

•the ~~impact that~~uncertainty of future stimulus payments and extended unemployment benefits, if any, ~~will have~~and the related effects on consumer demand for our products and our overall ~~business operations;~~business;

•the potential impact of new trade, tariff, and tax regulations on our profitability;

•our ability to accurately forecast consumer demand for our products and manage our inventory in response to changing demands;

•our cash needs, including our ability to fund our future capital expenditures, working capital requirements, recurring quarterly dividends and repurchases of Company common stock under our stock repurchase program ("(the "Repurchase Program");

•our relationships with vendors and the loss of key vendor support;

•the possible effects of inflation, market decline and other economic changes on our costs and profitability;

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•our ability to retain key personnel and other employees at Hibbett and City Gear due to current labor challenges or otherwise;

•our anticipated net sales, comparable store net sales changes, net sales growth, gross margins, expenses and earnings;

•our business strategy, omni-channel platform, logistics structure, target market presence and the expected impact of such factors on our net sales growth;

•our store growth, including our plans to add, expand, relocate or close stores, our markets' ability to support such growth, expected changes in total square footage, our ability to secure suitable locations for new stores and the suitability of our wholesale and logistics facility;

•our expectations regarding the growth of our online business and the role of technology in supporting such growth;

•the future reliability of, and cost associated with, disruptions in the global supply chain and the potential impacts on our domestic and international sources of product, including the actual and potential effect of tariffs on international goods imposed by the United States and other potential impediments to imports;

•our policy of leasing rather than owning stores and our ability to renew or replace store leases satisfactorily;

•the cost of regulatory compliance, including the costs and possible outcomes of pending legal actions and other contingencies, and new or additional legal, legislative and regulatory requirements to reduce or mitigate the effects of climate change;

•our analysis of our risk factors and their possible effect on financial results;

•our ~~expectations regarding our capital expenditures and dividend policy;~~

•~~our~~ seasonal sales patterns and assumptions concerning customer buying behavior;

•our ability to retain new customers;

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•our expectations regarding competition;

•our estimates and assumptions as they relate to preferable tax and financial accounting methods, accruals, inventory valuations, long-lived assets, carrying amount and liquidity of financial instruments, fair value of options and other stock-based compensation, economic and useful lives of depreciable assets and leases, income tax liabilities, deferred taxes and uncertain tax positions;

•our expectations concerning future stock-based award types and the exercise of outstanding stock options;

•our assessment of the materiality and impact on our business of adopting recent accounting pronouncements issued by the Financial Accounting Standards Board;

•the possible effects of uncertainty within the capital markets, on the commercial credit environment and on levels of consumer confidence;

•our analyses of trends as related to marketing, sales and earnings performance;

•our ability to receive favorable brand name merchandise and pricing from key vendors;

•the future reliability of, and cost associated with, disruptions in the global supply chain and the potential impacts on our domestic and international sources of product, including the actual and potential effect of tariffs on Chinese goods imposed by the United States and other potential impediments to imports;

•~~the~~ impact of technology on our operations and business, including cyberattacks, cyber liability or potential liability for breaches of our privacy or information security systems; and

•our ability to mitigate the risk of possible business interruptions, including, without limitation, from political or social unrest ~~(including vandalism~~ and ~~looting).~~armed conflicts.

A forward-looking statement is neither a prediction nor a guarantee of future results, events or circumstances. You should not place undue reliance on forward-looking statements. Our forward-looking statements are based on currently available operational, financial and business information and speak only as of the date of this report. Our business, financial condition, results of operations and prospects may have changed since that date. For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you should carefully consider the risk factors described from time to time in our other documents and reports, including the factors described under “Risk Factors” in our Form 10-K for the fiscal year ended January ~~30, 2021,~~29, 2022, filed with the Securities and Exchange Commission ("SEC") on ~~April 7, 2021 ("2021~~March 25, 2022 (the "2022 Annual Report"). You should also read such information in conjunction with our unaudited condensed consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.

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 Quarterly Report on Form 10-Q, 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 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

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others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

Investor Access to Company Filings

We make available free of charge on our website, www.hibbett.com under the heading “Investor Relations,” copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ~~("Securities~~(the "Securities Exchange Act") as well as all Forms 3, 4, and 5 filed by our executive officers and directors, as soon as the filings are made publicly available by the SEC on its EDGAR database at www.sec.gov. In addition to accessing copies of our reports online, you may request a copy of our ~~2021~~2022 Annual Report, at no charge, by writing to: Investor Relations, Hibbett, Inc., 2700 Milan Court, Birmingham, Alabama 35211.

General Overview

Hibbett, ~~Inc.,~~ headquartered in Birmingham, Alabama, is a leading athletic-inspired fashion retailer, primarily located in underserved ~~communities across the country.~~communities. Founded in 1945, Hibbett ~~stores have~~has a rich history of convenient locations,

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personalized customer service and access to coveted footwear and apparel from top brands like Nike, Jordan, and adidas. Consumers can browse styles, find new releases, and make purchases by visiting www.hibbett.com. Purchases can be made online or by visiting their nearest store. Follow us @hibbettsports and @citygear on Facebook, Instagram, and Twitter.

As of ~~October~~April 30, ~~2021,~~2022, we operated a total of ~~1,086~~1,105 retail stores under the Hibbett, City Gear and Sports Additions banners in 35 ~~states composed of 893 Hibbett stores, 175 City Gear stores, and 18 Sports Additions athletic shoe stores.~~states:

~~Our~~


		Location
Brand	Average Square Footage	Strip Center(1)	Mall	Total
Hibbett	5,800	727	180	907
City Gear	5,100	145	37	182
Sports Additions(2)	2,900	3	13	16

(1)Strip centers include free-standing stores and, for our Hibbett ~~stores average 5,800 square feet and are located primarily in strip centers, which~~locations, are usually near a major chain retailer. ~~Our City Gear~~

(2)Approximately 90% of the merchandise carried in our Sports Additions stores average 5,100 square feet and are located primarily in strip centers. As of October 30, 2021, our store base consisted of 822 stores located in strip centers, 32 free-standing stores, and 232 enclosed mall locations.is athletic footwear.

Our ~~primary~~ merchandising ~~strategy is to~~emphasizes a TOE-TO-HEADTM approach. We provide a broad assortment of ~~quality~~premium brand name footwear, apparel, accessories and ~~accessories~~team sports equipment at competitive prices in a ~~conveniently located full-service~~full service omni-channel environment. ~~We continue to grow our online business aggressively, while enhancing our stores to improve the overall customer experience.~~ We believe that the ~~breadth and depth~~assortment of ~~our~~ brand name merchandise we offer consistently exceeds the ~~product~~merchandise selection carried by most of our competitors, particularly in our ~~smaller markets.~~underserved markets and neighborhood centers. Many of these brand name products have limited availability and/or are ~~highly~~ technical ~~and require expert~~in nature requiring considerable sales assistance. We ~~continuously~~coordinate with our vendors to educate our sales staff at the store level on new products and ~~trends through coordinated efforts with our vendors.~~trends.

Comparable ~~store sales~~Store Sales - ~~Comparable store sales for a particular period~~Stores deemed as comparable stores include our Hibbett, City Gear and Sports Additions stores open throughout ~~that~~the reporting period and the corresponding period of the prior fiscal year, and e-commerce sales. We consider comparable store sales to be a key indicator of our current performance; measuring the growth in sales and sales productivity of existing stores. Management believes that positive comparable store sales contribute to greater leveraging of operating costs, particularly payroll and occupancy costs, while negative comparable store sales contribute to deleveraging of costs. Comparable store sales also have a direct impact on our total net sales and the level of cash flow.

If a store remodel, relocation or expansion results in the store being closed for a significant period, its sales are removed from the comparable store sales base until it has been open a full 12 months. In addition, rebranded stores are treated as new stores and are not presented in comparable store sales until they have been open a full 12 months under the new brand.

During the 13-weeks ended ~~October~~April 30, ~~2021,~~2022, we included ~~1,047~~1,060 stores and e-commerce sales in comparable store sales. During the ~~39-weeks~~13-weeks ended ~~October 30,~~May 1, 2021, we included 1,035 stores and e-commerce sales in comparable store sales.

Executive Summary

Net sales for the 13-weeks ended ~~October~~April 30, ~~2021, increased 15.2%~~2022, decreased 16.3% to ~~$381.7~~$424.1 million, compared with ~~$331.4~~$506.9 million for the 13-weeks ended ~~October 31, 2020.~~May 1, 2021. Comparable store sales ~~increased 13.0%~~decreased 18.9%, as brick and mortar comparable store sales ~~increased 11.6%~~decreased 22.0%. E-commerce sales increased by ~~22.3%~~4.1% and represented ~~14.0%~~14.6% of total net sales for the ~~third~~first quarter compared to ~~13.2%~~11.7% in

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the prior year ~~third~~first quarter. We believe that stimulus funds in the first quarter of Fiscal 2022 provided a significant boost to sales and drove leverage in a number of expense categories.

In addition to the positive sales impact of stimulus on the first quarter of Fiscal 2022 as noted above, the onset of the COVID-19 pandemic had a substantial negative sales impact on the first quarter of Fiscal 2021. As a result, we believe sales performance relative to the first quarter of Fiscal 2020 provides the most relevant comparison prior to the pandemic. On a ~~two-year~~three-year basis, compared to the 13-weeks ended May 4, 2019, net sales increased ~~38.6%~~23.5% and comparable sales increased 37.4%. This year, we believe increased market share, improved customer engagement, and availability of in-demand product were the primary drivers of our sales growth. In the prior year third quarter, we believe that sales were primarily driven by market disruption, improved new customer retention, continued strength in omni-channel adoption, the availability of in-demand product, as well as stimulus payments. We expect additional increased market share as the result of competitive closures.

Net sales for the 39-weeks ended October 30, 2021, increased 25.4% to $1.31 billion, compared with $1.04 billion for the 39-weeks ended October 31, 2020. Comparable store sales increased 24.1%. Brick and mortar comparable store sales increased 29.6%. E-commerce sales decreased 2.9% and represented 12.8% of total net sales in the current year compared to 16.6% of total sales in the comparable period last year. On a two-year basis, net sales have increased by 50.1% and comparable sales increased 51.9%22.9%.

Store operating, selling, and administrative ("SG&A") expenses were ~~25.2%~~22.5% of net sales for the 13-weeks ended ~~October~~April 30, ~~2021,~~2022, compared with ~~26.1%~~18.1% of net sales for the 13-weeks ended ~~October 31, 2020.~~May 1, 2021. This ~~decrease~~increase was primarily the result of ~~leverage gained~~deleverage resulting from the strong sales increase and improved labor management. Third quarter SG&A expenses of 25.2% of net sales compares to prior year third quarter adjusted SG&A expenses of 26.0% of net sales, which excludes certain City Gear acquisition and integration activities. This decrease of approximately 80 basis points was also the result of leverage gained from the strong sales increase and improved labor management.

SG&A expenses were 21.5% of net sales for the 39-weeks ended October 30, 2021, compared with 26.4% of net sales for the 39-weeks ended October 31, 2020. A large portion of this decrease resulted from the reduced impact of City Gear acquisition and integration costs and COVID-19 pandemic adjustments on the current year results. SG&A expenses of 21.5% of net sales for the 39-weeks ended October 30, 2021, compared favorably with adjusted SG&A expenses of 22.6% of net sales for the 39-

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~~weeks ended October 31, 2020. Strong sales performance over the first nine months of the current year drove this SG&A improvement.~~lower sales.

During the ~~third~~first quarter of Fiscal ~~2022,~~2023, we opened ~~seven~~nine new stores, rebranded one store and closed one underperforming store bringing the store base to ~~1,086~~1,105 in 35 states as of ~~October~~April 30, ~~2021.~~2022. We ended the ~~third~~first quarter of Fiscal ~~2022~~2023 with ~~$29.7~~$23.2 million of available cash and cash equivalents ~~with no outstanding debt.~~and $104.6 million available under our Credit Facility. Net inventory was ~~$258.8~~$314.9 million at ~~October~~April 30, ~~2021,~~2022, a ~~22.8%~~72.6% increase compared to the prior year ~~third~~first quarter. Our inventory position has greatly improved during the quarter ended April 30, 2022 despite ongoing disruptions in the supply chain due to the COVID-19 pandemic impacts on manufacturing capacity, port backlogs, ~~and~~ transportation equipment ~~availability.~~availability and international conflicts. Foundational improvements to the customer experience and our ability to attract and stay connected to underserved customers continues to strengthen our relationships with our vendor partners.

~~About Non-GAAP Measures~~

This Management Discussion and Analysis includes certain non-GAAP financial measures for the 13-weeks and 39-weeks ended October 31, 2020, including adjusted net income, diluted earnings per share, cost of goods sold, gross margin, SG&A expenses (including goodwill impairment), operating income, and provision for income taxes as a percentage of net sales. Management believes these non-GAAP financial measures are useful to investors to facilitate comparisons of our current financial results to historical operations and the financial results of peer companies, as they exclude the effects of items that may not be indicative of, or are unrelated to, our underlying operating results, such as expenses related to the COVID-19 pandemic and the acquisition of City Gear. Costs related to the COVID-19 pandemic include impairment charges of goodwill, tradename, and other assets and lower of cost or net realizable value inventory reserve charges. The costs related to the acquisition of City Gear include change in valuation of the contingent earnout and professional fees. There were no non-GAAP financial measures for the 13-weeks or 39-weeks ended October 30, 2021.

While our management uses these non-GAAP financial measures as a tool to enhance their ability to assess certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial statements. Consistent with this approach, we believe that disclosing non-GAAP financial measures to the readers of our financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial statements, allows for greater transparency in the review of our financial and operational performance. It should be noted as well that our non-GAAP information may be different from the non-GAAP information provided by other companies.

Reconciliations of our unaudited condensed consolidated statements of operations for the 13-weeks and 39-weeks ended October 31, 2020, as reported on a GAAP basis, to statements of operations for the same period prepared on a non-GAAP basis, are provided below under the heading “GAAP to Non-GAAP Reconciliations.”

~~References to “adjusted” results indicates that the impact of non-GAAP financial measures have been excluded.~~

Critical Accounting Policies and Estimates

Our critical accounting policies are described in Item 1, Note 1 - Basis of Presentation and Critical Accounting Policies.

The unaudited condensed consolidated financial statements are prepared in conformity with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our critical and significant accounting policies and estimates are described more fully in our ~~2021~~2022 Annual Report. There have been no changes in our accounting policies in the current period ended ~~October~~April 30, ~~2021,~~2022, that had a material impact on our unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

See Note 2, Recent Accounting Pronouncements, to the unaudited condensed consolidated financial statements included in this Form 10-Q for the period ended ~~October~~April 30, ~~2021,~~2022, for information regarding recent accounting pronouncements.

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Results of Operations

Summarized Unaudited Information


		13-Weeks Ended						39-Weeks Ended							13-Weeks Ended
		October 30, 2021			October 31, 2020			October 30, 2021			October 31, 2020				April 30, 2022			May 1, 2021
Statements of Operations	Statements of Operations													Statements of Operations
Net sales increase		15.2		%	20.3		%	25.4		%	19.7		%
Comparable store sales increase		13.0		%	21.2		%	24.1		%	22.0		%
Gross margin (as a % to net sales)		36.3		%	38.3		%	39.1		%	35.0		%
SG&A expenses (as a % to net sales)		25.2		%	26.1		%	21.5		%	24.5		%
Goodwill impairment (as a % of net sales)		—		%	—		%	—		%	1.9		%
Depreciation and amortization (as a % to net sales)		2.3		%	2.3		%	1.9		%	2.1		%
Provision for income taxes (as a % to net sales)		2.1		%	2.4		%	3.7		%	1.6		%
Net income (as a % to net sales)		6.6		%	7.6		%	12.0		%	4.8		%
Diluted earnings per share		$	1.68		$	1.47		$	9.74		$	2.98
Weighted-average dilutive shares (in thousands)		14,975			17,177			16,082			16,902
Net sales (decrease) increase														Net sales (decrease) increase	(16.3		%)	87.8		%
Comparable store sales (decrease) increase														Comparable store sales (decrease) increase	(18.9		%)	87.3		%

Balance Sheets	Balance Sheets													Balance Sheets
Ending cash and cash equivalents (in thousands)	Ending cash and cash equivalents (in thousands)	$	29,749		$	177,698								Ending cash and cash equivalents (in thousands)	$	23,221		$	270,852
Average inventory per store	Average inventory per store	$	238,342		$	196,329								Average inventory per store	$	284,942		$	170,281

Store Information	Store Information													Store Information
Beginning of period	Beginning of period	1,080			1,077			1,067			1,081			Beginning of period	1,096			1,067
New stores opened	New stores opened	7			—			24			6			New stores opened	9			6
Rebranded stores	Rebranded stores	—			2			—			8			Rebranded stores	1			—
Stores closed	Stores closed	(1)			(5)			(5)			(21)			Stores closed	(1)			(2)
End of period	End of period	1,086			1,074			1,086			1,074			End of period	1,105			1,071

Estimated square footage at end of period (in thousands)	Estimated square footage at end of period (in thousands)	6,131			6,053									Estimated square footage at end of period (in thousands)	6,252			6,041

Share Repurchase Information	Share Repurchase Information													Share Repurchase Information
Shares purchased under our Program		1,427,314			—			2,953,860			428,018
Shares purchased under our Repurchase Program														Shares purchased under our Repurchase Program	491,218			541,283
Cost (in thousands)	Cost (in thousands)	$	117,850		$	—		$	238,327		$	9,748		Cost (in thousands)	$	22,399		$	37,314
Settlement of net share equity awards	Settlement of net share equity awards	—			—			45,245			34,956			Settlement of net share equity awards	45,993			41,120
Cost (in thousands)	Cost (in thousands)	$	—		$	—		$	3,177		$	483		Cost (in thousands)	$	2,069		$	2,846

13-Weeks Ended ~~October~~April 30, ~~2021~~2022 Compared to 13-Weeks Ended ~~October 31, 2020~~May 1, 2021

Net ~~sales~~Sales

Net sales for the 13-weeks ended ~~October~~April 30, ~~2021, increased 15.2%~~2022, decreased 16.3% to ~~$381.7~~$424.1 million compared with ~~$331.4~~$506.9 million for the 13-weeks ended ~~October 31, 2020.~~May 1, 2021. Comparable store sales ~~increased 13.0%~~decreased 18.9%. Brick and mortar comparable sales ~~increased 11.6%~~decreased 22.0%. E-commerce sales increased by ~~22.3%~~4.1% and represented ~~14.0%~~14.6% of total net sales for the ~~third~~first quarter compared to ~~13.2%~~11.7% in the prior year ~~third~~first quarter. Although current year sales performance was strong, prior year sales performance was historically strong. We believe net sales were unfavorably impacted by a decline in discretionary income due to the lack of stimulus funds which were present in the first quarter of the prior year.

~~Relative~~Due to ~~two years ago in~~ the ~~third~~impact of the COVID-19 pandemic on the first quarters of both Fiscal 2022 and Fiscal 2021, we believe the 13-weeks ended May 4, 2019, the first quarter of Fiscal 2020, is the most relevant comparable period. Net sales increased 23.5% and comparable sales increased ~~37.4%.~~22.9% versus the first quarter of Fiscal 2020. Brick and mortar comparable sales increased ~~31.6%~~13.6% and e-commerce sales grew ~~84.2%~~116.9% over the ~~2-year~~three-year period.

~~Although current year~~Gross Margin

Gross margin was 37.0% of net sales ~~results were quite strong,~~for the ~~prior year~~13-weeks ended April 30, 2022, compared with 41.4% of net sales ~~performance~~for the 13-weeks ended May 1, 2021. The approximate 440 basis point decline was ~~also very good. As~~primarily driven by deleverage of store occupancy costs of approximately 160 basis points mainly due to the combination of cost increases associated with a ~~reminder,~~higher store count and the large year-over-year sales ~~in the third quarter of Fiscal 2021 were positively impacted by market disruption, improved new customer retention, continued strength in omni-channel adoption, the availability of in-demand~~decline. In addition, product ~~as well as stimulus payments. This year, we believe~~margin declined approximately 150 basis points due to product and channel mix and freight and transportation costs increased approximately 130 basis points primarily due to fuel surcharges and other accessorial charges.

2016

Index

~~our increased market share, improved customer engagement, and availability of in-demand product were the primary drivers of our sales growth.~~

~~Gross margin~~

Gross margin was 36.3% of net sales for the 13-weeks ended October 30, 2021, compared with 38.3% of net sales for the 13-weeks ended October 31, 2020. The approximate 200 basis point decline was primarily driven by increased freight and transportation costs, which more than offset leverage from store occupancy expenses. Excluding adjustments to our non-cash inventory valuation reserves in the prior year quarter, the gross margin of 36.3% of net sales for the 13-weeks ended October 30, 2021 is comparable to the adjusted gross margin of 38.1% for the 13-weeks ended October 31, 2020.

SG&A ~~expenses~~Expenses

Store operating, selling, and administrative ("SG&A") expenses were ~~25.2%~~22.5% of net sales for the 13-weeks ended ~~October~~April 30, ~~2021,~~2022, compared with ~~26.1%~~18.1% of net sales for the 13-weeks ended ~~October 31, 2020. This decrease~~May 1, 2021. The approximate 440 basis point increase was primarily the result of ~~leverage gained~~deleverage resulting from ~~the strong~~lower sales ~~increase~~in addition to increased costs of advertising, professional services and ~~improved labor management. Excluding certain City Gear acquisition~~general supplies to support a larger store base and integration expenses that occurred last year, SG&A expenses of 25.2% of net sales for the 13-weeks ended October 30, 2021, decreased by approximately 80 basis points from adjusted SG&A expenses of 26.0% of net sales for the 13-weeks ended October 31, 2020.increased e-commerce volume.

Depreciation and ~~amortization~~Amortization

Depreciation and amortization of ~~$9.0~~$10.5 million ~~was relatively flat~~increased by approximately 90 basis points as a percentage of net sales for the 13-weeks ended ~~October~~April 30, ~~2021,~~2022, compared to the same period of the prior fiscal year. The increase in dollar spend was mainly due to ~~investments in new stores, existing store remodels~~increased capital investment on organic growth opportunities and ~~refreshes, and other merchandising, digital, and corporate IT initiatives.~~infrastructure projects.

Provision for ~~income taxes~~Income Taxes

The combined federal, state, and local effective income tax rate as a percentage of pre-tax income was ~~24.5%~~22.3% for the 13-weeks ended ~~October~~April 30, ~~2021~~2022 and was ~~23.7%~~23.0% for the 13-weeks ended ~~October 31, 2020.~~May 1, 2021. The quarterly effective tax rate fluctuates based on full-year taxable income projections, the impact of discrete items, and the relative level of pre-tax income or loss in each quarter.

Net ~~income~~Income

Net income for the 13-weeks ended ~~October~~April 30, ~~2021,~~2022, was ~~$25.2~~$39.3 million, or ~~$1.68~~$2.89 per diluted share, compared with a net income of ~~$25.3~~$84.8 million, or ~~$1.47~~$5.00 per diluted share, for the 13-weeks ended October 31, 2020. As there were no adjustments in the third quarter of the current year, net income for the 13-weeks ended October 30, 2021, was $25.2 million, or $1.68 per diluted share, compared to adjusted net income for the 13-weeks ended October 31, 2020, of $24.9 million, or $1.45 per diluted share.

~~39-Weeks Ended October 30, 2021 Compared to 39-Weeks Ended October 31, 2020~~

~~Net sales~~

Net sales increased 25.4%, to $1.31 billion for the 39-weeks ended October 30, 2021, from $1.04 billion for the comparable period in the prior year. Comparable store sales increased 24.1%. Brick and mortar comparable sales increased by 29.6% and were nominally offset by an e-commerce sales decrease of 2.9%. E-commerce sales represented 12.8% of total sales compared to 16.6% for the comparable period in the prior year.

~~Compared to the same period two years ago in Fiscal 2020, comparable sales increased 51.9%. Brick and mortar comparable sales increased 45.4% and e-commerce sales grew 111.8% over the two-year period.~~

~~Index~~

~~Gross margin~~

Gross margin was $511.8 million, or 39.1% of net sales for the 39-weeks ended October 30, 2021, compared with $364.8 million, or 35.0% of net sales in the same period of the prior fiscal year. Excluding adjustments to our non-cash inventory valuation reserves in the 39-weeks ended October 31, 2020, the current gross margin of 39.1% of net sales is comparable to the adjusted gross margin of 35.3% of net sales in the prior year.

~~SG&A expenses~~

SG&A expenses, including goodwill impairment in the prior year, were 21.5% of net sales for the 39-weeks ended October 30, 2021, compared with 26.4% of net sales for the 39-weeks ended October 31, 2020. Excluding certain City Gear acquisition and integration expenses and pandemic related impairment and valuation costs that occurred in the 39-weeks ended October 31, 2020, current year SG&A expenses of 21.5% of net sales reflected an improvement of approximately 110 basis points from adjusted SG&A expenses of 22.6% of net sales for the 39-weeks ended October 31, 2020 due to leverage from the significant year over year revenue growth.

~~Depreciation and amortization~~.

Depreciation and amortization of $25.4 million decreased approximately 20 basis points as a percentage of net sales for the 39-weeks ended October 30, 2021, compared to the same period of the prior fiscal year. This decrease was mainly due to the leverage from higher net sales.

~~Provision for income taxes~~.

The combined federal, state, and local effective income tax rate as a percentage of pre-tax income was 23.5% for the 39-weeks ended October 30, 2021 and was 24.9% of the pre-tax income for the 39-weeks ended October 31, 2020. The lower rate in the current year was primarily the result of additional equity compensation deductions in the 39-weeks ended October 30, 2021, resulting from the Company's increased common stock price.

~~Index~~

~~GAAP to Non-GAAP Reconciliations~~

~~(Dollars in thousands, except per share amounts)~~

~~(Unaudited)~~

The following table provides a reconciliation of our unaudited condensed consolidated statement of operations for the 13-weeks ended October 31, 2020, as reported on a GAAP basis, to a statement of operations for the same period prepared on a non-GAAP basis.

13-Weeks Ended October 31, 2020
Excluded Amounts
GAAP Basis (As Reported)
Acquisition Costs(1)
COVID-19
(2)
Non-GAAP Basis
(As Adjusted)
% of Sales
Cost of goods sold $ 204,347 $ — $ (693) $ 205,040 61.9 %
Gross margin $ 127,036 $ — $ (693) $ 126,343 38.1 %
SG&A expenses $ 86,330 $ 232 $ — $ 86,098 26.0 %
Operating income $ 33,165 $ 232 $ (693) $ 32,704 9.9 %
Provision for income taxes $ 7,867 $ 55 $ (164) $ 7,758 2.3 %
Net income $ 25,266 $ 177 $ (529) $ 24,914 7.5 %
Diluted earnings per share $ 1.47 $ 0.01 $ (0.03) $ 1.45


1) Excluded acquisition and transition costs during the 13-weeks ended October 31, 2020, related to the acquisition of City Gear, LLC consist primarily of change in valuation of contingent earnout and accounting and professional fees.
~~2) Excluded costs during the 13-weeks ended October 31, 2020, related to the COVID-19 pandemic, consist of non-cash LCM reserve adjustments in cost of goods sold (COGS).~~

~~Index~~

The following table provides a reconciliation of our unaudited condensed consolidated statement of operations for the 39-weeks ended October 31, 2020, as reported on a GAAP basis, to a statement of operations for the same period prepared on a non-GAAP basis.

39-Weeks Ended October 31, 2020
Excluded Amounts
GAAP Basis (As Reported)
Acquisition Costs(1)
COVID-19
(2)
Non-GAAP Basis
(As Adjusted)
% of Sales
Cost of goods sold $ 678,047 $ — $ 3,043 $ 675,004 64.7 %
Gross margin $ 364,780 $ — $ 3,043 $ 367,823 35.3 %
SG&A expenses $ 255,838 $ 4,379 $ 15,743 $ 235,716 22.6 %
Goodwill impairment $ 19,661 $ — $ 19,661 $ — — %
Operating income $ 67,386 $ 4,379 $ 38,447 $ 110,212 10.6 %
Provision for income taxes $ 16,645 $ 1,238 $ 11,738 $ 29,621 2.8 %
Net income $ 50,334 $ 3,141 $ 26,709 $ 80,184 7.7 %
Diluted earnings per share $ 2.98 $ 0.19 $ 1.58 $ 4.74


1) Excluded acquisition and transition costs during the 39-weeks ended October 31, 2020, related to the acquisition of City Gear, LLC consist primarily of change in valuation of contingent earnout and accounting and professional fees.
2) Excluded costs during the 39-weeks ended October 31, 2020, related to the COVID-19 pandemic, consist primarily of net non-cash LCM reserve charges in COGS and impairment costs (goodwill, tradename, and other assets) in SG&A.

May 1, 2021.

Liquidity and Capital Resources

~~Impact~~COVID-19 and Other Macroeconomic Factors

We continue to monitor the impacts of the COVID-19 ~~Pandemic~~pandemic, the inflationary economic environment, supply chain disruptions and labor shortages, and geopolitical conflicts on ~~Liquidity~~

~~In response to~~our business. The positive impact on sales that we experienced as a result of the ~~uncertain market conditions resulting from~~pandemic over the ~~COVID-19 pandemic early~~last two fiscal years began moderating in the fourth quarter of Fiscal 2022 and continued in the first quarter of Fiscal ~~2021, we enhanced our liquidity position through~~2023. We have experienced significant input cost inflation, for commodities and transportation, and to a lesser extent, for labor in the ~~following actions:~~

•~~In March 2020, we borrowed $50.0 million, $25.0 million from each of our two separate $50.0 million unsecured, demand lines of credit. This was done as a precautionary measure in order~~current year quarter. We continue to ~~increase our cash position and preserve financial flexibility.~~

•~~In April 2020, we replaced~~monitor these two lines of credit with a single $75.0 million secured line of credit with a one-year term and continued to have $50.0 million in outstanding borrowings. In June 2020, the term of the secured line of credit was extended to July 2021. The outstanding $50.0 million balance was subsequently paid off during the second quarter of Fiscal 2021.

•~~We worked with merchandise and non-merchandise vendors to extend payment terms temporarily through the middle of the second quarter of Fiscal 2021.~~

•~~We negotiated rent deferrals with landlords at select locations.~~headwinds.

AsWe ended the ~~result of strong sales beginning in the second~~first quarter of Fiscal ~~2021, our liquidity position improved significantly. We ended the third quarter of Fiscal 2022~~2023 with ~~$29.7~~$23.2 million of available cash and cash equivalents on the unaudited condensed consolidated balance sheet. As of ~~October~~April 30, ~~2021,~~2022, we had no$20.4 million of debt outstanding and ~~full availability~~$104.6 million available to us under ~~our 2021~~the Credit Facility, discussed in Note 5, Debt, to the unaudited condensed consolidated financial statements.

Inventory at the end of the ~~third~~first quarter of Fiscal ~~2022~~2023 was ~~$258.8~~$314.9 million, a ~~22.8%~~72.6% increase compared to the prior year ~~third~~first quarter and a 42.3% increase from the beginning of the quarter. The inventory balance at the end of the prior year ~~third~~first quarter was well below ~~historical~~ideal levels. Higher order quantities resulting from our increased sales volume and strong relationships with our vendor partners have allowed us to ~~slowly~~ build inventory ~~back toward preferred levels.~~to a level that better supports customer demand.

Analysis of Cash Flows

~~Index~~

Our capital requirements relate primarily to ~~new store openings, relocations, and remodels,~~funding capital expenditures, stock repurchases, ~~investments in~~dividends, the maintenance of facilities ~~dividends,~~ and systems to support company growth and working capital requirements. Our working capital requirements are somewhat seasonal in nature and typically reach their peak near the end of the third and the beginning of the fourth quarters of our fiscal year. Historically, we have funded our cash requirements primarily through our cash flow from operations and occasionally from borrowings under our credit facilities. We use excess cash to offset bank ~~fees~~fees.

We believe that our existing cash balances, expected cash flow from operations, funds available under the Credit Facility, operating and ~~may invest in interest-bearing securities~~finance leases and ~~money market accounts at management's discretion.~~normal trade credit will be sufficient to fund our operations and capital expenditures. We are not aware of any trends or events that would materially affect our capital requirements of liquidity.

Our unaudited condensed consolidated statements of cash flows are summarized as follows (in thousands):

39-Weeks Ended
October 30, 2021 October 31, 2020
Net cash provided by operating activities $ 111,988 $ 145,209
Net cash used in investing activities (42,981) (19,294)
Net cash used in financing activities (248,548) (14,295)
Net (decrease) increase in cash and cash equivalents $ (179,541) $ 111,620

Index


	13-Weeks Ended
	April 30, 2022		May 1, 2021
Net cash provided by operating activities	$	28,822	$	108,360
Net cash used in investing activities	(15,614)		(6,931)
Net cash used in financing activities	(7,041)		(39,867)
Net increase in cash and cash equivalents	$	6,167	$	61,562

Operating ~~Activities.~~Activities

Cash flow from operations is seasonal in our business. Typically, we use cash flow from operations to increase inventory in advance of peak selling seasons, such as winter holidays, the spring sales period and ~~the~~ late summer back-to-school ~~shopping season.~~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 ~~$112.0~~$28.8 million for the ~~39-weeks~~13-weeks ended ~~October~~April 30, ~~2021,~~2022, compared with net cash provided by operating activities of ~~$145.2~~$108.4 million for the ~~39-weeks~~13-weeks ended ~~October 31, 2020.~~May 1, 2021. Operating activities consist primarily of net income adjusted for certain non-cash items and changes in operating assets and liabilities as noted in the ~~table~~bullets below.

39-Weeks Ended
October 30, 2021 October 31, 2020
Net income $ 156,654 $ 50,334
Depreciation and amortization 25,418 21,895
Impairment charges 2,508 34,541
Contingent earnout (13,761) (1,586)
Change in inventories, net (56,801) 77,155
Change in accounts payable, net 6,270 (29,248)
All other (8,300) (7,882)
Net cash provided by operating activities $ 111,988 $ 145,209

•Non-cash depreciation and amortization expense increased due to capital expenditure investments in new stores, existing store remodels and refreshes, technology enhancements and ~~supporting~~ corporate infrastructure.

•~~Non-cash asset impairment charges for the 39-weeks ended October 31, 2020 resulted from a significant temporary decrease in the market valuation of the Company at the onset of the COVID-19 pandemic.~~

•The contingent earnout ~~represents~~in the prior year represented $15.0 million paid during the ~~39-weeks~~13-weeks ended ~~October 30,~~May 1, 2021, to the former members and warrant holders of City Gear for achievement of previously defined financial goals in the second-year post acquisition. Of this amount, $13.8 million was reflected as operating activities and $1.2 million was reflected as financing activities, which ~~represents~~represented the fair value of the long-term portion of the contingent earnout booked through the purchase price allocation.

•Inventory balances in the current year have ~~been slowly~~continued building from ~~historically low~~less than ideal levels. Inventory levels in the prior year were reduced significantly due to a surge in demand combined with a disruption in the supply chain that made it difficult to replenish balances.

•The change in accounts payable is due mainly to the timing of payments in relation to inventory receipts.

~~Index~~•

The change in net income tax payable is due mainly to the timing of estimated payments.

Investing ~~Activities.~~Activities

Net cash used in investing activities in the ~~39-weeks~~13-weeks ended ~~October~~April 30, ~~2021,~~2022, totaled ~~$43.0~~$15.6 million compared with net cash used in investing activities of ~~$19.3~~$6.9 million in the ~~39-weeks~~13-weeks ended ~~October 31, 2020.~~May 1, 2021. Capital expenditures used ~~$43.9~~$16.0 million of cash in the ~~39-weeks~~13-weeks ended ~~October~~April 30, ~~2021,~~2022, versus ~~$20.8~~$7.0 million of cash in the ~~39-weeks~~13-weeks ended ~~October 31, 2020.~~May 1, 2021. Capital expenditures are primarily related to opening new stores, remodeling, expanding or relocating existing stores, and continued investment in ~~digital~~technology initiatives and corporate infrastructure.

We opened 24nine new stores and rebranded one existing store during the ~~39-weeks~~13-weeks ended ~~October~~April 30, ~~2021,~~2022, as compared to opening six new stores ~~and rebranding eight existing stores~~ during the ~~39-weeks~~13-weeks ended ~~October 31, 2020.~~May 1, 2021.

We anticipate that our capital expenditures for the fiscal year ending January ~~29, 2022~~28, 2023 will be approximately $60.0 million to $70.0 million and primarily related to:

•store development, including the opening of new ~~stores;~~

•stores and the remodeling, ~~expansion,~~relocation or ~~relocation~~expansion of selected existing stores;

•~~digital initiatives;~~

•~~corporate, distribution,~~additional technology and ~~information system~~ infrastructure ~~and enhancements;~~investments; and

•other departmental ~~needs.~~needs for ongoing maintenance and support.

Financing Activities.

Net cash used in financing activities was ~~$248.5~~$7.0 million in the ~~39-weeks~~13-weeks ended ~~October~~April 30, ~~2021,~~2022, compared to net cash used in financing activities of ~~$14.3~~$39.9 million in the prior year period. ~~During the 39-weeks ended October 30, 2021 and October 31, 2020, we had no borrowings against our credit facilities.~~

Index

In the current year, we have repurchased ~~$238.3~~$22.4 million of our common stock under our Repurchase Program. This compares to ~~$9.7~~$37.3 million used to repurchase our common stock under our Repurchase Program in the same period of the prior year. See Note 8, Stock Repurchase ~~Activity,~~Program, to the unaudited condensed consolidated financial statements for additional information.

During the 13-weeks ended April 30, 2022, we had net borrowings of $20.4 million against our Credit Facility and $104.6 million available under the Credit Facility at April 30, 2022. We did not have any borrowings under our facilities during the 13-weeks ended May 1, 2021.

On July 9, 2021, we executed ~~a new unsecured Credit Agreement ("~~the 2021 Credit ~~Facility")~~Facility between the Company and its subsidiaries and Regions Bank. The 2021 Credit Facility ~~supersedes the Amended Credit Facility. The 2021 Credit Facility provides~~provided an unsecured line of credit of up to $100.0 million. The 2021 Credit Facility is effective through July 9, 2026 with an interest rate of one-month LIBOR plus 1.0% to 1.8% depending on specified leverage levels.

~~There were no origination fees paid by the Company. However, the~~The 2021 Credit Facility includes an annual commitment fee,

payable quarterly in arrears, in an amount between 15 and 20 basis points of the unused portion of the line of credit as

determined on a daily basis, dependent on the amount of debt outstanding. In addition, the Company is subject to certain

financial covenants which include:

•Advance limitation of 55% of the net book value of the Company's inventory;

•A Consolidated Lease-Adjusted Leverage Ratio comparing lease-adjusted funded debt (funded debt plus all lease

liabilities) to EBITDAR (as defined in the 2021 Credit Facility) with a maximum of 3.5x; and

•A Consolidated Fixed Coverage Charge Ratio comparing EBITDAR to fixed charges and certain current liabilities (as defined in the 2021 Credit Facility) with a minimum of 1.2x.

On April 7, 2022, we executed the Modification Agreement between the Company and its subsidiaries and Regions Bank. The Modification Agreement increases the line of credit specified in the 2021 Credit Facility to $125.0 million. The expiration date of July 9, 2026 remains unchanged. The financial covenants included in the 2021 Credit Facility also remain unchanged.

As of ~~October~~April 30, ~~2021,~~2022, we were in compliance with these covenants. See Note 5, Debt, to the unaudited condensed consolidated financial statements for additional information.

In addition, on April 7, 2022, the Company executed the First Amendment between the Company and its subsidiaries and Regions Bank. The First Amendment replaces LIBOR as the benchmark rate with the BSBY Index Rate. Pursuant to the First Amendment, the Credit Facility carries an interest rate of BSBY plus 1.0% to 1.8% depending on specified leverage levels.

During the ~~39-weeks~~13-weeks ended ~~October~~April 30, ~~2021,~~2022, we paid ~~$7.5~~$3.3 million of dividends to our stockholders. On ~~November 23, 2021, our~~May 25, 2022, the Board declared a cash dividend of $0.25 per ~~share of~~ common ~~stock~~share, payable on ~~December~~June 21, ~~2021,~~2022, to stockholders of record ~~as of~~at the close of business on ~~December~~June 9, ~~2021.~~2022. The estimated payment is expected to be $3.3 million. No dividends were paid during the ~~39-weeks~~13-weeks ended ~~October 31, 2020.~~May 1, 2021.

The declaration of future dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are subject to authorization by our Board of Directors and are dependent upon multiple factors, including future earnings, cash flows, financial requirements, and other considerations.

Based on our current operating plans, store forecasts, plans for the repurchase of our common stock, and expected capital expenditures, we believe that we can fund our cash needs for the foreseeable future through cash generated from operations and, if necessary, through periodic future borrowings against the ~~2021~~ Credit Facility.

~~Index~~

Quarterly and Seasonal Fluctuations

We experience seasonal fluctuations in our net sales and results of operations. We typically experience higher net sales in early spring due to spring sports and annual tax refunds, late summer due to back-to-school shopping and winter due to holiday shopping. In addition, our quarterly results of operations may fluctuate significantly as a result of a variety of factors, including unseasonal weather patterns, the timing of high demand footwear launches, demand for merchandise driven by local interest in sporting events, back-to-school sales, and the timing of sales tax holidays and annual income tax refunds. The COVID-19 pandemic has impacted youth and high school team sports and has resulted in some shifts of normal seasonal patterns during the periods presented.

Although our operations are influenced by general economic conditions, we do not believe that, historically, inflation has had a material impact on our results of operations as we are generally able to pass along inflationary increases in costs to our customers.

Index

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Investment and Credit Availability Risk~~

We manage cash and cash equivalents in various institutions at levels beyond federally insured limits per institution, and we purchase investments not guaranteed by the FDIC. Accordingly, there is a risk that we will not recover the full principal of our investments or that their liquidity may be diminished. In an attempt to mitigate this risk, our investment policy emphasizes preservation of principal and liquidity.

Additionally, Regions Bank is committed to provide loans under our 2021 Amended Credit Facility. There is a risk that Regions Bank cannot deliver against these obligations. For a further discussion of this risk and risks related to our deposits, see “Risk Factors” in our 2021 Annual Report.

~~Interest Rate Risk~~

~~Our exposure to market risks results primarily from fluctuations in interest rates.~~ There have been no material changes toin our quantitative and qualitative market risks since January 29, 2022. For a discussion of the Company's exposure to market ~~risks from those disclosed in our 2021 Annual Report.~~

~~Borrowing under~~risk, refer to the 2021 Credit Facility uses the London Interbank Offering Rate (LIBOR) as a benchmark for establishing the interest rate. Given the International Exchange Benchmark Administration’s announced phase-out of LIBOR, the 2021 Credit Facility includes a LIBOR phase-out provision. If, during the term of the 2021 Credit Facility, the lender determines that LIBOR is unavailable, impracticable or unreliable for use, the variable interest rate will be determined based on a substitute index which may be Term Secured Overnight Financing Rate ("SOFR"), Daily Simple SOFR, or an alternate rate index that has been selected by the Lender as the replacement for LIBOR. The replacement index will then become the operative interest rate index for borrowings under the 2021 Credit Facility, subject to provisionsCompany's market risk disclosures set forth in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" of the ~~2021 Credit Facility.~~

~~Based on historical levels of borrowing under our credit facilities and the short-term nature of such, we do not expect a transition away from LIBOR to impact us in any material way.~~Company's 2022 Annual Report

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and ~~Procedures.~~Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of ~~October~~April 30, ~~2021.~~2022. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that the information required to be disclosed in our Securities Exchange Act reports 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 our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial ~~Reporting.~~Reporting

~~Index~~

We have not identified any changes in our internal control over financial reporting that occurred during the period ended ~~October~~April 30, ~~2021,~~2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

Information relating to material legal proceedings is set forth in Note 9,10, Commitments and Contingencies, to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and is incorporated herein by reference.

ITEM 1A. Risk Factors.

We operate in an environment that involves a number of risks and uncertainties which are described in our ~~2021~~2022 Annual Report. If any of the risks described in our ~~2021~~2022 Annual Report were to actually occur, our business, results of operations, and financial results could be adversely affected. There were no material changes to the risk factors disclosed in our ~~2021~~2022 Annual Report.

Index

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table presents our stock repurchase activity for the 13-weeks ended ~~October~~April 30, ~~2021:~~2022:

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)
August 1, 2021 to August 28, 2021 51,423 $ 87.86 51,423 $ 511,352
August 29, 2021 to October 2, 2021 1,295,318 $ 82.86 1,295,318 $ 404,020
October 3, 2021 to October 30, 2021 80,573 $ 74.46 80,573 $ 398,020
Total 1,427,314 $ 82.57 1,427,314 $ 398,020


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)
January 30, 2022 to February 26, 2022	—	$	—	—	$	368,521
February 27, 2022 to April 2, 2022	401,643	$	46.08	368,932	$	351,521
April 3, 2022 to April 30, 2022	135,568	$	43.97	122,286	$	346,121
Total	537,211	$	45.55	491,218	$	346,121

(1)In May 2021, our Board of Directors authorized an expansion of the Repurchase Program by $500.0 million to $800.0 million and extended the date through February 1, 2025. The Company may repurchase shares on the open market, including through Rule 10b5-1 plans, in privately negotiated transactions, through block purchases, or otherwise in compliance with applicable laws, including Rule 10b-18expansion of the ~~Securities Exchange Act. The timing and amount of stock repurchases will depend~~Repurchase Program was announced on a variety of factors, including business and market conditions as well as corporate and regulatory considerations. The Program may be suspended, modified or discontinued at any time and the Company has no obligation to repurchase any amount of its common stock under the Program.May 28, 2021. See Note 8, Stock Repurchase ~~Activity,~~Program, to the unaudited condensed consolidated financial statements for additional information.

2821

Index

ITEM 6. Exhibits.

The following exhibits are being filed or furnished as part of this Quarterly Report on Form 10-Q:


Exhibit No.		Description
		Certificate of Incorporation and By-Laws
3.1		Certificate of Incorporation of the Registrant; incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2012.
3.2		Certificate of Amendment to the Certificate of Incorporation of the Registrant; incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2021.
3.3		~~Amended and Restated Bylaws~~Certificate of Amendment to the Certificate of Incorporation of the Registrant; incorporated herein by reference to Exhibit ~~3.2~~3.1 of the ~~Registrant’s~~Registrant's Form Current Report on Form 8-K ~~filed~~ with the Securities and Exchange Commission on ~~June 24, 2021.~~May 27, 2022.

		Form of Stock Certificate
4.1		Form of Common Stock Certificate; incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2021

		Material Agreements
10.1		~~None.~~First Note Modification Agreement, dated as of April 7, 2022, among Hibbett, Inc., as Borrower, and Regions Bank, as Lender; incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2022
10.2		First Amendment to Credit Agreement, dated as of April 7, 2022, among Hibbett, Inc., as Borrower, subsidiaries of Borrower, as Guarantors, and Regions Bank, as Lender; incorporated herein by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2022
10.3		Hibbett, Inc. Amended and Restated Non-Employee Director Equity Plan; incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2022
10.4		Hibbett, Inc. 2016 Executive Officer Cash Bonus Plan (as amended to date); incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2022

		Certifications
31.1	*	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2	*	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1	**	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

		Interactive Data Files
101.INS	*	Inline XBRL Instance Document
101.SCH	*	Inline XBRL Taxonomy Extension Schema Document
101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	*	The cover page for the Registrant's Quarterly Report on Form 10-Q for the quarter ended ~~October~~April 30, ~~2021,~~2022, has been formatted in Inline XBRL.
	*	Filed Within
	**	Furnished Herewith

2922

Index

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		HIBBETT, INC.

Date:	~~December~~June 6, ~~2021~~2022	By:	/s/ Robert Volke
			Robert Volke
			Senior Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)

3023


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Unaudited Condensed Consolidated Balance Sheets	2

	Unaudited Condensed Consolidated Statements of Operations	3

	Unaudited Condensed Consolidated Statements of Cash Flows	4

	Unaudited Condensed Consolidated Statements of Stockholders’ Investment	5

	Notes to Unaudited Condensed Consolidated Financial Statements	76

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1612

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2720

Item 4.	Controls and Procedures.	2720

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings.	2820

Item 1A.	Risk Factors.	2820

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2821

Item 6.	Exhibits.	2922

	Signature	3023


13-Weeks Ended October 30, 2021
	Common Stock							Treasury Stock
	Number of Shares	Amount		Paid-In Capital		Retained Earnings		Number of Shares	Amount		Total Stockholders' Investment
Balance - July 31, 2021	39,578	$	396	$	199,713	$	986,568	24,473	$	(786,498)	$	400,179
Net income	—	—		—		25,192		—	—		25,192
Issuance of shares through the Company's equity plans	9	—		468		—		—	—		468
Purchase of shares under the stock repurchase program	—	—		—		—		1,427	(117,850)		(117,850)

Cash dividends declared, $0.25 per common share	—	—		—		(3,694)		—	—		(3,694)
Stock-based compensation	—	—		1,190		—		—	—		1,190
Balance - October 30, 2021	39,587	$	396	$	201,370	$	1,008,066	25,900	$	(904,347)	$	305,485


13-Weeks Ended October 31, 2020
	Common Stock							Treasury Stock
	Number of Shares	Amount		Paid-In Capital		Retained Earnings		Number of Shares	Amount		Total Stockholders' Investment
Balance - August 1, 2020	39,287	$	393	$	190,992	$	809,754	22,743	$	(655,460)	$	345,679
Net income	—	—		—		25,266		—	—		25,266
Issuance of shares through the Company's equity plans	52	—		1,202		—		—	—		1,202



Stock-based compensation	—	—		1,014		—		—	—		1,014
Balance - October 31, 2020	39,339	$	393	$	193,208	$	835,020	22,743	$	(655,460)	$	373,161


39-Weeks Ended October 30, 2021
	Common Stock							Treasury Stock
	Number of Shares	Amount		Paid-In Capital		Retained Earnings		Number of Shares	Amount		Total Stockholders' Investment
Balance - January 30, 2021	39,380	$	394	$	194,534	$	858,951	22,901	$	(662,843)	$	391,036
Net income	—	—		—		156,654		—	—		156,654
Issuance of shares through the Company's equity plans	207	2		2,463		—		—	—		2,465

Purchase of shares under the stock repurchase program	—	—		—		—		2,954	(238,327)		(238,327)
Settlement of net share equity awards	—	—		—		—		45	(3,177)		(3,177)
Cash dividends declared, $0.25 per common share	—	—		—		(7,540)		—	—		(7,540)
Stock-based compensation	—	—		4,373		—		—	—		4,373
Balance - October 30, 2021	39,587	$	396	$	201,370	$	1,008,066	25,900	$	(904,347)	$	305,485


39-Weeks Ended October 31, 2020
	Common Stock							Treasury Stock
	Number of Shares	Amount		Paid-In Capital		Retained Earnings		Number of Shares	Amount		Total Stockholders' Investment
Balance - February 1, 2020	39,141	$	391	$	188,879	$	784,942	22,280	$	(645,229)	$	328,983
Net income	—	—		—		50,334		—	—		50,334
Issuance of shares through the Company's equity plans	198	2		1,460		—		—	—		1,462
Adjustment for adoption of accounting standard(1)	—	—		—		(256)		—	—		(256)
Purchase of shares under the stock repurchase program	—	—		—		—		428	(9,748)		(9,748)
Settlement of net share equity awards	—	—		—		—		35	(483)		(483)
Stock-based compensation	—	—		2,869		—		—	—		2,869
Balance - October 31, 2020	39,339	$	393	$	193,208	$	835,020	22,743	$	(655,460)	$	373,161


	Operating		Finance		Total
Remainder of Fiscal 2022	$	12,446	$	238	$	12,684
Fiscal 2023	73,960		930		74,890
Fiscal 2024	60,983		863		61,846
Fiscal 2025	48,280		282		48,562
Fiscal 2026	35,500		202		35,702
Thereafter	54,585		—		54,585
Total minimum lease payments	285,754		2,515		288,269
Less amount representing interest	21,543		149		21,692
	$	264,211	$	2,366	$	266,577


	39-Weeks Ended				52-Weeks Ended				39-Weeks Ended
	October 30, 2021				January 30, 2021				October 31, 2020
	Short-term		Long-term		Short-term		Long-term		Short-term		Long-term
Beginning balance	$	15,000	$	—	$	9,958	$	11,099	$	9,958	$	11,099
Change in valuation, net	—		—		3,943		—		3,653		0
Payment	(15,000)		—		(10,000)		—		$	(10,000)	—
Reclassification from long-term, net	—		—		11,099		(11,099)		11,099		(11,099)
Ending balance	$	—	$	—	$	15,000	$	—	$	14,710	$	—


13-Weeks Ended October 31, 2020
			Excluded Amounts
	GAAP Basis (As Reported)		Acquisition Costs(1)		COVID-19 (2)		Non-GAAP Basis (As Adjusted)
									% of Sales
Cost of goods sold	$	204,347	$	—	$	(693)	$	205,040	61.9	%
Gross margin	$	127,036	$	—	$	(693)	$	126,343	38.1	%
SG&A expenses	$	86,330	$	232	$	—	$	86,098	26.0	%
Operating income	$	33,165	$	232	$	(693)	$	32,704	9.9	%
Provision for income taxes	$	7,867	$	55	$	(164)	$	7,758	2.3	%
Net income	$	25,266	$	177	$	(529)	$	24,914	7.5	%
Diluted earnings per share	$	1.47	$	0.01	$	(0.03)	$	1.45