Form 8-K HIBBETT SPORTS INC For: Nov 21
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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, 2014
Hibbett Sports, Inc.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
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000-20969
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20-8159608
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(State of Incorporation)
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(Commission
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(IRS Employer
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File Number)
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Identification No.)
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2700 Milan Court
Birmingham, Alabama� 35211
(Address of principal executive offices)
(205) 942-4292
(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:
�����Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
�����Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
�����Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
�����Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.� Entry Into a Material Definitive Agreement.
Line of Credit.� On November 18, 2014, 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, 2014 through November 18, 2015 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 November 1, 2014, in a press release issued on November 21, 2014.
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".
Exhibit No.
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Description
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10.1
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Amendment No. 7 To Loan Documents
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99.1
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Press Release Dated� November 21, 2014
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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.
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HIBBETT SPORTS, INC.
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By:
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/s/ Scott J. Bowman
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Scott J. Bowman
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Senior Vice President and Chief Financial Officer
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November 21, 2014
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Amendment No. 7 To Loan Documents
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99.1
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Press Release Dated� November 21, 2014
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EXHIBIT 10.1
AMENDMENT NO. 7 TO LOAN DOCUMENTS
This Amendment No. 7 to Loan Documents (this "Amendment") dated as of November 18, 2014, is between BANK OF AMERICA, N.A. (the "Lender") and HIBBETT SPORTS, INC. (the "Borrower").
RECITALS
A.������������The Borrower has executed various documents concerning credit extended by the Lender, including, without limitation, the following documents (the "Loan Documents"):
1.
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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 and Amendment No. 6 to Loan Documents dated as of November 15, 2013 (collectively, the "Letter Agreement").
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2.
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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 and Amendment No. 6 to Loan Documents dated as of November 15, 2013 (collectively, the "Note").
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B.������������The Lender and the Borrower desire to amend the Loan Documents as set forth herein.
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:
1.������������Definitions.� Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Loan Documents.
2.������������Amendments to Letter Agreement.� The Letter Agreement is hereby amended as follows:
(a)
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By deleting "November 18, 2014" as the Expiration Date and substituting in lieu thereof "November 18, 2015".
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�
(b)
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By deleting the section entitled "Documentation" and substituting in lieu thereof the following:
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"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 and Amendment No. 7 to Loan Documents dated as of November 18, 2014 (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." |
3.������������Amendments to Note.� The Note is hereby amended as follows:
(a)
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By deleting "November 18, 2014" from the 3rd paragraph and substituting in lieu thereof "November 18, 2015".
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(b)
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By deleting "November 19, 2010" from the 6th paragraph and substituting in lieu thereof "November 18, 2015".
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(c)
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By deleting the 9th paragraph and substituting in lieu thereof the following:
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"Borrower represents and warrants to Lender that:� (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) the execution, issuance and delivery of the Note and each other document or instrument executed and delivered in connection herewith (i) are within Borrower's powers; (ii) have been duly authorized, (iii) do not result in the breach of or constitute a default under any indenture, agreement, instrument or undertaking to which Borrower is a party or by which it or its property may be bound or affected, and (iv) are not in violation of law or regulation or of the terms of Borrower's organizational papers; (c) this Note and each other document or instrument executed and delivered in connection herewith are valid, binding and enforceable in accordance with their respective terms; (d) the proceeds of the Loans shall be used solely for general corporate purposes; provided, however, the Borrower shall not use any part of the proceeds of any Loan to purchase or carry any margin stock (other than its own stock) within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to others for the purpose of purchasing or carrying any margin stock; (e) the person or persons executing this Note, on behalf of Borrower are duly appointed officers or other representatives of Borrower with authority to execute and deliver this Note on behalf of Borrower; and (f) neither Borrower nor any director, officer, employee, agent, affiliate or representative of Borrower, is an individual or entity that is, or is owned or controlled by any individual or entity that is (1) currently the subject or target of any Sanction or (2) located, organized or resident in any country or territory to the extent that such country or territory itself is the subject of any Sanction.� For purposes of this paragraph, the term "Sanction" means any sanction administered or enforced by the United States government (including without limitation, the Office of Foreign Assets Control of the United States Department of Treasury), the United Nations Security Council, the European Union, Her Majesty's Treasury or other relevant sanctions authority.� The request of Borrower for a Loan and the receipt by Borrower of the proceeds thereof shall be deemed representation by Borrower that as of the date of such request and receipt all representations and warranties contained herein shall be true and correct and with the same force and effect as though such representations and warranties had been made on and as of the date of such receipt."
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4.������������Representations and Warranties.� When the Borrower signs this Amendment, the Borrower represents and warrants to the Lender that:� (a) this Amendment is within the Borrower's powers, has been duly authorized, does not conflict with any of the Borrower's organizational papers and is the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, and (b) that the person or persons executing this Amendment on behalf of the Borrower are duly appointed officers or other representatives of the Borrower with authority to execute and deliver this Amendment on behalf of the Borrower.
5.������������Conditions.� This Amendment will be effective when each of the following conditions shall have been satisfied, as determined by the Lender in its sole discretion and the Lender shall have accepted this Amendment (notice of which acceptance is hereby waived by the Borrower).
(a)
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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.
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(b)
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This Amendment has been executed by the Borrower and the Lender.
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6.������������Effect of Amendment; References.
(a)
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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).
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(b)
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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.
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(c)
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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.
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7.������������Miscellaneous.
(a)
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This Amendment shall be governed by and construed in accordance with the laws of the state provided in the Loan Documents.
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(b)
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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.
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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
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� | BANK OF AMERICA, N.A. | |
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By:
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/s/ David B. Jackson
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Name:
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David B. Jackson
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Title:
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Senior Vice President
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HIBBETT SPORTS, INC.
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By:
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/s/ Scott Bowman
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Name:
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Scott Bowman
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Title:
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Senior Vice President and CFO
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�
End of Exhibit 10.1
EXHIBIT 99.1
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Contact:�
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Scott J. Bowman
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�
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�
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Senior Vice President &
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Chief Financial Officer
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�
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�
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(205) 942-4292
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HIBBETT REPORTS THIRD QUARTER FISCAL 2015 RESULTS
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�� Record 26 New Store Openings in the Third Quarter
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�
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�� Raises Fiscal 2015 Guidance
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BIRMINGHAM, Ala. (November 21, 2014) Hibbett Sports, Inc. (NASDAQ/GS: HIBB), a sporting goods retailer, today announced results for the third quarter ended November 1,�2014.
Third Quarter Results
Net sales for the 13-week period ended November 1,�2014, increased 5.0% to $218.3 million compared with $208.0 million for the 13-week period ended November 2, 2013.� Comparable store sales for the third quarter increased 0.6%.
Gross profit was 36.3% of net sales for the 13-week period ended November 1, 2014, compared with 36.8% for the 13-week period ended November 2, 2013.� The decline was mainly due to markdowns related to slow selling and aged inventory.� Gross profit was also affected by store occupancy costs, as these expenses increased as a percentage of net sales due to higher store openings and the deleveraging effect of lower comparable store sales.
Store operating, selling and administrative expenses were 22.1% of net sales for the 13-week period ended November 1, 2014, compared with 21.9% of net sales for the 13-week period ended November 2, 2013.� These expenses were higher as a percentage of net sales mainly due to the deleveraging effect of lower comparable store sales.
Net income for the 13-week period ended November 1, 2014, was $16.9 million compared with $17.3 million for the 13-week period ended November 2, 2013.� Earnings per diluted share was $0.67 for the 13-week period ended November 1, 2014, compared with $0.66 for the 13-week period ended November 2, 2013.
Fiscal Year to Date Results
Net sales for the 39-week period ended November 1, 2014, increased 6.3% to $674.1 million compared with $634.2 million for the 39-week period ended November 2, 2013.� Comparable store sales increased 1.9%.
Gross profit was 35.9% of net sales for the 39-week period ended November 1, 2014, compared with 36.5% for the 39-week period ended November 2, 2013.
Store operating, selling and administrative expenses were 21.3% of net sales for the 39-week period ended November 1, 2014, compared with 21.2% of net sales for the 39-week period ended November 2, 2013.
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Net income for the 39-week period ended November 1, 2014, was $53.7 million compared with $54.0 million for the 39-week period ended November 2, 2013. Earnings per diluted share
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increased to $2.08 for the 39-week period ended November 1, 2014, compared with $2.05 for the 39-week period ended November 2, 2013.
Jeff Rosenthal, President and Chief Executive Officer, stated, "We were pleased with our performance during the back-to-school season, with an acceleration of comparable store sales in August against high single-digit comps in the prior year.� This improvement was offset by weaker comps in October.� However, we have seen an improved sales trend in early November with the onset of colder weather in many of our markets.� Our new store growth continues to be robust, with the opening of a record 26 stores in the third quarter.�� We are on track to achieve our goal of 75 to 80 new store openings for the year.� As we look ahead to the holiday season, we are confident that our product selection and inventory levels are in a good position to drive solid performance."
For the quarter, Hibbett opened 26 new stores, expanded 2 high performing stores and closed 7 underperforming stores, bringing the store base to 969 in 31 states as of November 1, 2014.� Estimated square footage for the store base increased 6.5% to approximately 5.6 million square feet at November 1, 2014, compared with 5.2 million square feet at November 2, 2013.
Liquidity and Stock Repurchases
Hibbett ended the third quarter of Fiscal 2015 with $71.5 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 371,589 shares of its common stock for a total expenditure of $16.7 million.� Approximately $179.7 million of the total authorization remained for future stock repurchases as of November 1, 2014.
Fiscal 2015 Outlook
The Company is raising its guidance for the 52 weeks ending January 31, 2015, to earnings per diluted share in the range of $2.72 to $2.77.� This compares to previous guidance of earnings per diluted share in the range of $2.63 to $2.73.� The Company also reaffirms an expected increase in comparable store sales in the low single-digit range.
Investor Conference Call and Simulcast
Hibbett Sports, Inc. will conduct a conference call at 10:00�a.m.�ET on Friday, November 21, 2014, to discuss third quarter Fiscal 2015 results.� The number to call for the live interactive teleconference is (212)�231-2921.� A replay of the conference call will be available until November�29, 2014, by dialing (402)�977-9140 and entering the passcode, 21706423.
The Company will also provide an online Web simulcast and rebroadcast of its third quarter Fiscal 2015 conference call.� The live broadcast of Hibbett's quarterly conference call will be
available online at www.hibbett.com under Investor Relations, or www.streetevents.com, on November 21, 2014, 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.
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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
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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 store opening plans, sales trends, product selection, inventory levels, earnings per diluted share and comparable store sales.� 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, 2014 and in our Quarterly Report on Forms 10-Q filed on June 9, 2014 and September 8, 2014. 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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HIBBETT SPORTS, INC. AND SUBSIDIARIES
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Unaudited Condensed Consolidated Statements of Operations
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(Dollars in thousands, except per share amounts)
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� | � | � | � | � | � | � | � | � | ||||||||
� | � | � | � | � | � | � | � | � | ||||||||
� | � |
Thirteen Weeks Ended
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� | � |
Thirty-Nine Weeks Ended
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� | ||||||||||
� | � |
November 1, 2014
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� | � |
November 2, 2013
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� | � |
November 1, 2014
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� | � |
November 2, 2013
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� | ||||
Net sales
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� |
$
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218,321
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� | � |
$
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207,971
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� | � |
$
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674,148
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� | � |
$
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634,198
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� |
Cost of goods sold, including wholesale, logistics and store occupancy costs
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� | � |
139,171
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� | � | � |
131,483
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� | � | � |
432,394
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� | � | � |
402,907
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� |
��Gross profit
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� | � |
79,150
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� | � | � |
76,488
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� | � | � |
241,754
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� | � | � |
231,291
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� |
Store operating, selling and administrative expenses
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� | � |
48,202
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� | � | � |
45,496
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� | � | � |
143,778
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� | � | � |
134,251
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� |
Depreciation and amortization
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� | � |
4,136
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� | � | � |
3,549
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� | � | � |
11,777
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� | � | � |
10,193
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� |
��Operating income
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� | � |
26,812
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� | � | � |
27,443
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� | � | � |
86,199
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� | � | � |
86,847
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Interest expense, net
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� | � |
73
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� | � | � |
55
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� | � | � |
216
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� | � | � |
142
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��Income before provision for income taxes
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� | � |
26,739
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� | � | � |
27,388
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� | � | � |
85,983
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� | � | � |
86,705
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� |
Provision for income taxes
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� | � |
9,849
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� | � | � |
10,138
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� | � | � |
32,324
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� | � | � |
32,700
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� |
��Net income
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$
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16,890
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� | � |
$
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17,250
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� | � |
$
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53,659
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� | � |
$
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54,005
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� |
�
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Net income per common share:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Basic earnings per share
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$
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0.67
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� | � |
$
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0.67
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� | � |
$
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2.10
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� | � |
$
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2.09
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� |
Diluted earnings per share
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� |
$
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0.67
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� | � |
$
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0.66
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� | � |
$
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2.08
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� | � |
$
|
2.05
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� |
�
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Weighted average shares outstanding:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Basic
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� | � |
25,111
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� | � | � |
25,823
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� | � | � |
25,504
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� | � | � |
25,893
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� |
Diluted
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� | � |
25,336
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� | � | � |
26,282
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� | � | � |
25,758
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� | � | � |
26,309
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� |
HIBBETT SPORTS, INC. AND SUBSIDIARIES
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Unaudited Condensed Consolidated Balance Sheets
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(In thousands)
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� | � | � | � | � | ||||
� | � |
November 1, 2014
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� | � |
February 1, 2014
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� | ||
Assets
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� | � | � | � | ||||
Cash and cash equivalents
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� |
$
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71,481
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� | � |
$
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66,227
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� |
Inventories, net
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� | � |
242,788
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� | � | � |
226,545
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Other current assets
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� | � |
29,321
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� | � | � |
30,877
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� |
��Total current assets
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� | � |
343,590
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� | � | � |
323,649
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� |
Property and equipment, net
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� | � |
93,347
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� | � | � |
86,014
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� |
Other assets
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� | � |
6,768
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� | � | � |
6,682
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� |
��Total assets
|
� |
$
|
443,705
|
� | � |
$
|
416,345
|
� |
�
|
� | � | � | � | � | � | � | � |
Liabilities and Stockholders' Investment
|
� | � | � | � | � | � | � | � |
Accounts payable
|
� |
$
|
90,816
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� | � |
$
|
74,532
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� |
Short-term capital leases
|
� | � |
428
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� | � | � |
322
|
� |
Accrued expenses
|
� | � |
19,708
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� | � | � |
16,560
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� |
��Total current liabilities
|
� | � |
110,952
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� | � | � |
91,414
|
� |
Non-current liabilities
|
� | � |
22,402
|
� | � | � |
20,908
|
� |
Stockholders' investment
|
� | � |
310,351
|
� | � | � |
304,023
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� |
��Total liabilities and stockholders' investment
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� |
$
|
443,705
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� | � |
$
|
416,345
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� |
�
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HIBBETT SPORTS, INC. AND SUBSIDIARIES
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Supplemental Information
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(Unaudited)
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� | � | � | � | � | � | � | � | � | ||||||||
� | � | � | � | � | � | � | � | � | ||||||||
� | � |
Thirteen Weeks Ended
|
� | � |
Thirty-Nine Weeks Ended
|
� | ||||||||||
� | � |
November 1, 2014
|
� | � |
November 2, 2013
|
� | � |
November 1, 2014
|
� | � |
November 2, 2013
|
� | ||||
Sales Information
|
� | � | � | � | � | � | � | � | ||||||||
Net sales increase
|
� | � |
5.0
|
%
|
� | � |
2.5
|
%
|
� | � |
6.3
|
%
|
� | � |
5.5
|
%
|
Comparable store sales increase
|
� | � |
0.6
|
%
|
� | � |
4.8
|
%
|
� | � |
1.9
|
%
|
� | � |
1.8
|
%
|
�
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Store Count Information
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
�Beginning of period
|
� | � |
950
|
� | � | � |
892
|
� | � | � |
927
|
� | � | � |
873
|
� |
�New stores opened
|
� | � |
26
|
� | � | � |
16
|
� | � | � |
58
|
� | � | � |
42
|
� |
�Stores closed
|
� | � |
(7
|
)
|
� | � |
(4
|
)
|
� | � |
(16
|
)
|
� | � |
(11
|
)
|
�End of period
|
� | � |
969
|
� | � | � |
904
|
� | � | � |
969
|
� | � | � |
904
|
� |
�
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Stores expanded
|
� | � |
2
|
� | � | � |
4
|
� | � | � |
7
|
� | � | � |
12
|
� |
Estimated square footage at end of period (in thousands)
|
� | � |
5,553
|
� | � | � |
5,216
|
� | � | � | � | � | � | � | � | � |
�
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Balance Sheet Information
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Average inventory per store
|
� |
$
|
250,555
|
� | � |
$
|
254,615
|
� | � | � | � | � | � | � | � | � |
�
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Share Repurchase Activity
|
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Shares
|
� | � |
371,589
|
� | � | � |
134,406
|
� | � | � |
1,072,295
|
� | � | � |
344,197
|
� |
Cost (in thousands)
|
� |
$
|
16,745
|
� | � |
$
|
7,142
|
� | � |
$
|
54,577
|
� | � |
$
|
18,771
|
� |
END OF EXHIBIT 99.1
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