Form 8-K HIBBETT SPORTS INC For: Nov 20

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 18, 2015

(Exact Name Of Registrant As Specified In Its Charter)

2700 Milan Court

Birmingham, Alabama  35211

(Address of principal executive offices)

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01.  Entry Into a Material Definitive Agreement.

Line of Credit.  On November 18, 2015, Hibbett Sports, Inc. (Company) executed an amendment to its existing unsecured revolving credit facility between the Company and its subsidiaries and Bank of America, N.A.  The amount of the revolving credit facility remained unchanged at $50,000,000 and is effective November 18, 2015 through November 18, 2016 with an interest rate at prime plus 2%.  The credit agreement amendment is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

 

Item 2.02.  Results of Operations and Financial Condition.

The Company released its results of operations for the thirteen-week and thirty-nine week period ended October 31, 2015, in a press release issued on November 20, 2015.

The information in this Item, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  It may be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

Item 7.01.  Regulation FD Disclosures.

The information contained in Item 2.02 (including disclaimer) is incorporated by reference into this item 7.01.

 

 

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 is furnished pursuant to Item 2.02 and shall not be deemed to be "filed".

SIGNATURE

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

November 20, 2015

EXHIBIT INDEX

Exhibit 10.1

AMENDMENT NO. 8 TO LOAN DOCUMENTS

This Amendment No. 8 to Loan Documents (this "Amendment") dated as of November 18, 2015, is between BANK OF AMERICA, N.A. (the "Lender") and HIBBETT SPORTS, INC. (the "Borrower").

1.

A certain letter agreement dated January 29, 2008 between the Borrower and the Lender, as amended by Amendment No. 1 to Loan Documents dated as of November 20, 2008, Amendment No. 2 to Loan Documents dated as of November 20, 2009, Amendment No. 3 to Loan Documents dated as of November 19, 2010, Amendment No. 4 to Loan Documents dated as of November 18, 2011, Amendment No. 5 to Loan Documents dated as of November 16, 2012, Amendment No. 6 to Loan Documents dated as of November 15, 2013 and Amendment No. 7 to Loan Documents dated as of November 18, 2014 (collectively, the "Letter Agreement").

2.

A certain Demand Note dated February 4, 2008 in the original principal amount of $50,000,000.00 executed by the Borrower in favor of the Lender, as amended by Amendment No. 1 to Loan Documents dated as of November 20, 2008, Amendment No. 2 to Loan Documents dated as of November 20, 2009, Amendment No. 3 to Loan Documents dated as of November 19, 2010, Amendment No. 4 to Loan Documents dated as of November 18, 2011,  Amendment No. 5 to Loan Documents dated as of November 16, 2012, Amendment No. 6 to Loan Documents dated as of November 15, 2013 and Amendment No. 7 to Loan Documents dated as of November 18, 2014 (collectively, the "Note").

NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

(a)	By deleting "November 18, 2015" as the Expiration Date and substituting in lieu thereof "November 18, 2016".

(b)	By deleting the section entitled "Documentation" and substituting in lieu thereof the following:

"Documentation:

The Loans shall be evidenced by that certain Demand Note dated February 4, 2008 executed by Borrower in favor of Lender, as amended by Amendment No. 1 to Loan Documents dated as of November 20, 2008, Amendment No. 2 to Loan documents dated as of November 20,2009, Amendment No. 3 to Loan Documents dated as of November 19, 2010, Amendment No. 4 to Loan Documents dated as of November 18, 2011, Amendment No. 5 to Loan Documents dated as of November 16, 2012,  Amendment No. 6 to Loan Documents dated as of November 15, 2013, Amendment No. 7 to Loan Documents dated as of November 18, 2014 and Amendment No. 8 to Loan Documents dated as of November 18, 2015 (as it may be further amended or modified from time to time, the "Note").  The Borrower shall execute and deliver to the Lender such other documents as the Lender may reasonably request from time to time."

(a)	By deleting "November 18, 2015" from the 3rd paragraph and substituting in lieu thereof "November 18, 2016".

(b)	By deleting "November 18, 2015" from the 6th paragraph and substituting in lieu thereof "November 18, 2016".

(a)	The Lender has received evidence that the execution, delivery and performance by the Borrower of this Amendment and any instrument or agreement required under this Amendment have been duly authorized.

(b)	This Amendment has been executed by the Borrower and the Lender.

(a)

Except as expressly amended hereby, all of the terms and conditions of the Loan Documents shall remain unchanged and in full force and effect and the Borrower hereby reaffirms its obligations under the Loan Documents to which it is a party as amended by this Amendment, without defense, right of set off or recoupment, claim or counterclaim of any kind or nature (and to the extent there exists any such defense, right of set off or recoupment, claim or counterclaim on the date hereof, the same is hereby forever released, discharged and waived by the Borrower).

(b)

This Amendment (i) is limited precisely as specified herein and does not constitute nor shall be deemed to constitute a modification, acceptance or waiver of any other provision of the Loan Documents, (ii) is not intended to be nor shall it be construed to create, a novation or an accord and satisfaction of any obligation or liability of the Borrower under the Loan Documents, and (iii) shall not prejudice or be deemed to prejudice any rights or remedies the Lender may now have or may in the future have under or in connection with the Loan Documents.

(c)	All references in any Loan Document to any other Loan Document amended hereby shall be deemed to be a reference to such Loan Document as amended by this Amendment.

(a)	This Amendment shall be governed by and construed in accordance with the laws of the state provided in the Loan Documents.

(b)

This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as a delivery of a manually executed counterpart thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal and delivered by their respective duly authorized representatives on the date first written above

                                                                                                                          BANK OF AMERICA, N.A.

End of Exhibit 10.1

Exhibit 99.1

                                                                                                                              Senior Vice President &

                                                                                                                              Chief Financial Officer

                                                                                                                              (205) 942-4292

HIBBETT REPORTS THIRD QUARTER FISCAL 2016 RESULTS

·	EPS increases 17.9% to $0.79 per diluted share (including favorable impact of $0.05 per diluted share resulting from legal settlement)

·	Comparable store sales increases 0.6%

·	Updates Fiscal 2016 Guidance

·	Board authorizes new stock repurchase program of $300 million

BIRMINGHAM, Ala. (November 20, 2015) – Hibbett Sports, Inc. (NASDAQ/GS: HIBB), a sporting goods retailer, today announced results for the third quarter ended October 31, 2015.

Third Quarter Results

Net sales for the 13-week period ended October 31, 2015 increased 4.6% to $228.3 million compared with $218.3 million for the 13-week period ended November 1, 2014.  Comparable store sales for the third quarter increased 0.6%.

Gross profit was 36.1% of net sales for the 13-week period ended October 31, 2015, compared with 36.3% of net sales for the 13-week period ended November 1, 2014.  Product margin was flat, although store occupancy and logistics costs increased as a percentage of net sales due to the deleveraging effect of lower comparable store sales.

Store operating, selling and administrative expenses were 21.1% of net sales for the 13-week period ended October 31, 2015, compared with 22.1% of net sales for the 13-week period ended November 1, 2014.  These expenses were lower as a percentage of net sales mainly due to a favorable legal settlement.

Net income for the 13-week period ended October 31, 2015, was $18.7 million compared with $16.9 million for the 13-week period ended November 1, 2014.  Earnings per diluted share totaled $0.79 for the 13-week period ended October 31, 2015, compared with $0.67 for the 13-week period ended November 1, 2014.  The impact of the favorable legal settlement contributed $0.05 per diluted share to the 13-week period ended October 31, 2015.

Jeff Rosenthal, President and Chief Executive Officer, stated, "We were very pleased with our back-to-school sales, our margin performance and expense controls, and are encouraged by the great progress we are making with our merchandising initiatives.  Sales softened late in the quarter due to significant declines in our colder weather categories, although footwear remained strong due to benefits from a strong assortment and an improved in-stock position.  Looking forward, we believe that our ongoing improvements in merchandise strategies, execution and replenishment capabilities have us well-positioned for the holiday season."

 

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Fiscal Year to Date Results

Net sales for the 39-week period ended October 31, 2015, increased 3.5% to $697.4 million compared with $674.1 million for the 39-week period ended November 1, 2014.  Comparable store sales decreased 0.5%.

Gross profit was 35.5% of net sales for the 39-week period ended October 31, 2015, compared with 35.9% of net sales for the 39-week period ended November 1, 2014.

Store operating, selling and administrative expenses were 21.5% of net sales for the 39-week period ended October 31, 2015, compared with 21.3% of net sales for the 39-week period ended November 1, 2014.

Net income for the 39-week period ended October 31, 2015, was $53.1 million compared with $53.7 million for the 39-week period ended November 1, 2014.  Earnings per diluted share increased to $2.17 for the 39-week period ended October 31, 2015, compared with $2.08 for the 39-week period ended November 1, 2014.

For the quarter, Hibbett opened 20 new stores, expanded one high performing store and closed three underperforming stores, bringing the store base to 1,031 in 33 states as of October 31, 2015.  The Company also opened its first store in the state of New York in the quarter.  Estimated square footage for the store base increased 6.1% to approximately 5.9 million square feet at October 31, 2015, compared with 5.6 million square feet at November 1, 2014.

Liquidity and Stock Repurchases

Hibbett ended the third quarter of Fiscal 2016 with $45.5 million of available cash and cash equivalents on the unaudited consolidated balance sheet, no bank debt outstanding and full availability under its $80.0 million unsecured credit facilities.

During the third quarter, the Company repurchased 1,341,170 shares of its common stock for a total expenditure of $50.5 million.  Approximately $87.5 million of the total authorization remained for future stock repurchases as of October 31, 2015. On November 19, 2015, the Board of Directors of the Company authorized a new Stock Repurchase Program (Program) of $300.0 million expiring on February 2, 2019.  Effective immediately, the new Program replaces the existing authorization that was due to expire on January 30, 2016.

Fiscal 2016 Outlook

The Company is updating its guidance for the 52 weeks ending January 30, 2016, to earnings per diluted share in the range of $2.87 to $2.94 from a previously reported range of $2.80 to $2.90.  Comparable store sales are expected to be close to flat for the year, which compares to previous guidance of flat to a low single-digit increase.

Investor Conference Call and Simulcast

Hibbett Sports, Inc. will conduct a conference call at 10:00 a.m. ET on Friday, November 20, 2015, to discuss third quarter Fiscal 2016 results.  The number to call for the live interactive teleconference is (212) 231-2930.  A replay of the conference call will be available until November 27, 2015, by dialing (402) 977-9140 and entering the passcode, 21777765.

The Company will also provide an online Web simulcast and rebroadcast of its third quarter Fiscal 2016 conference call.  The live broadcast of Hibbett's quarterly conference call will be available online at www.hibbett.com under Investor Relations on November 20, 2015, beginning at 10:00 a.m. ET.  The online replay will follow shortly after the call and be available for replay for one year.

Hibbett Sports, Inc. operates sporting goods stores in small to mid-sized markets, predominately in the South, Southwest, Mid-Atlantic and Midwest regions of the United States.  The Company's primary store format is Hibbett Sports, a 5,000-square-foot store located in strip centers and enclosed malls.

A WARNING ABOUT FORWARD LOOKING STATEMENTS:  Certain matters discussed in this press release are "forward looking statements" as that term is used in the Private Securities Litigation Reform Act of 1995.  Forward looking statements address future events, developments or results and typically use words such as believe, anticipate, expect, intend, plan, forecast, guidance, outlook, or estimate.  For example, our forward looking statements include statements regarding earnings per diluted share, comparable store sales and improvements in merchandise strategies, execution and replenishment capabilities.  Such statements are subject to risks and uncertainties that could cause actual results to differ materially, including economic conditions, industry trends, merchandise trends, vendor relationships, customer demand, and competition.  For a discussion of these factors, as well as others which could affect our business, you should carefully review our Annual Report and other reports filed from time to time with the Securities and Exchange Commission, including the "Risk Factors," "Business" and "MD&A" sections in our Annual Report on Form 10-K filed on March 31, 2015 and in our Quarterly Report on Forms 10-Q filed on June 8, 2015 and September 8, 2015. In light of these risks and uncertainties, the future events, developments or results described by our forward looking statements in this document could turn out to be materially and adversely different from those we discuss or imply.  We are not obligated to release publicly any revisions to any forward looking statements contained in this press release to reflect events or circumstances occurring after the date of this report and you should not expect us to do so.

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