DELAWARE
(State or other jurisdiction of incorporation or organization)
|
20-8159608
(I.R.S. Employer Identification No.)
|
Yes
|
X
|
No
|
Yes
|
X
|
No
|
Large accelerated filer
|
X
|
Accelerated filer
|
||
Non-accelerated filer
|
Smaller reporting company
|
Yes
|
No
|
X
|
HIBBETT SPORTS, INC.
|
|||
INDEX
|
|||
Page
|
|||
PART I.
FINANCIAL INFORMATION
|
|||
Item 1.
|
|||
Unaudited Condensed Consolidated Balance Sheets
at October 29, 2016 and January 30, 2016
|
2
|
||
Unaudited Condensed Consolidated Statements of Operations
for the thirteen and thirty-nine weeks ended October 29, 2016 and October 31, 2015
|
3
|
||
Unaudited Condensed Consolidated Statements of Cash Flows
for the thirty-nine weeks ended October 29, 2016 and October 31, 2015
|
4
|
||
5
|
|||
Item 2.
|
10
|
||
Item 3.
|
17
|
||
Item 4.
|
17
|
||
PART II.
OTHER INFORMATION
|
|||
Item 1.
|
17
|
||
Item 1A.
|
18
|
||
Item 2.
|
18
|
||
Item 6.
|
18
|
||
18
|
|||
19
|
ITEM 1. |
Financial Statements
.
|
ASSETS
|
October 29, 2016
|
January 30, 2016
|
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
41,195
|
$
|
32,274
|
||||
Inventories, net
|
292,461
|
283,099
|
||||||
Other current assets
|
16,557
|
14,995
|
||||||
Total current assets
|
350,213
|
330,368
|
||||||
Property and equipment
|
241,881
|
231,456
|
||||||
Less accumulated depreciation and amortization
|
135,280
|
130,067
|
||||||
Property and equipment, net
|
106,601
|
101,389
|
||||||
Other assets, net
|
10,087
|
10,615
|
||||||
Total Assets
|
$
|
466,901
|
$
|
442,372
|
||||
LIABILITIES AND STOCKHOLDERS' INVESTMENT
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
85,710
|
$
|
88,456
|
||||
Accrued payroll expenses
|
10,487
|
7,702
|
||||||
Deferred rent
|
4,467
|
3,972
|
||||||
Short-term capital lease obligations
|
545
|
478
|
||||||
Other accrued expenses
|
5,923
|
4,582
|
||||||
Total current liabilities
|
107,132
|
105,190
|
||||||
Deferred rent
|
20,716
|
19,119
|
||||||
Other liabilities, net
|
6,880
|
7,217
|
||||||
Total liabilities
|
134,728
|
131,526
|
||||||
Stockholders' Investment:
|
||||||||
Preferred stock, $.01 par value, 1,000,000 shares authorized, no shares issued
|
-
|
-
|
||||||
Common stock, $.01 par value, 80,000,000 shares authorized, 38,724,989 and 38,628,385 shares issued at October 29, 2016 and January 30, 2016, respectively
|
387
|
386
|
||||||
Paid-in capital
|
173,483
|
169,543
|
||||||
Retained earnings
|
685,603
|
636,583
|
||||||
Treasury stock, at cost; 16,743,282 and 15,831,926 shares repurchased at October 29, 2016 and January 30, 2016, respectively
|
(527,300
|
)
|
(495,666
|
)
|
||||
Total stockholders' investment
|
332,173
|
310,846
|
||||||
Total Liabilities and Stockholders' Investment
|
$
|
466,901
|
$
|
442,372
|
Thirteen Weeks Ended
|
Thirty-Nine Weeks Ended
|
|||||||||||||||
October 29, 2016
|
October 31, 2015
|
October 29, 2016
|
October 31, 2015
|
|||||||||||||
Net sales
|
$
|
237,006
|
$
|
228,301
|
$
|
726,031
|
$
|
697,385
|
||||||||
Cost of goods sold, including wholesale, logistics and store occupancy costs
|
153,181
|
145,949
|
468,947
|
450,140
|
||||||||||||
Gross profit
|
83,825
|
82,352
|
257,084
|
247,245
|
||||||||||||
Store operating, selling and administrative expenses
|
55,853
|
48,255
|
165,415
|
150,206
|
||||||||||||
Depreciation and amortization
|
4,799
|
4,238
|
14,036
|
12,656
|
||||||||||||
Operating income
|
23,173
|
29,859
|
77,633
|
84,383
|
||||||||||||
Interest expense, net
|
60
|
67
|
187
|
201
|
||||||||||||
Income before provision for income taxes
|
23,113
|
29,792
|
77,446
|
84,182
|
||||||||||||
Provision for income taxes
|
8,509
|
11,115
|
28,426
|
31,065
|
||||||||||||
Net income
|
$
|
14,604
|
$
|
18,677
|
$
|
49,020
|
$
|
53,117
|
||||||||
Earnings per share:
|
||||||||||||||||
Basic
|
$
|
0.66
|
$
|
0.79
|
$
|
2.19
|
$
|
2.18
|
||||||||
Diluted
|
$
|
0.66
|
$
|
0.79
|
$
|
2.18
|
$
|
2.17
|
||||||||
Weighted average shares outstanding:
|
||||||||||||||||
Basic
|
21,989
|
23,607
|
22,350
|
24,333
|
||||||||||||
Diluted
|
22,186
|
23,777
|
22,525
|
24,519
|
Thirty-Nine Weeks Ended
|
||||||||
October 29, 2016
|
October 31, 2015
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net income
|
$
|
49,020
|
$
|
53,117
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
14,036
|
12,656
|
||||||
Stock-based compensation
|
3,771
|
4,489
|
||||||
Other non-cash adjustments to net income
|
96
|
(303
|
)
|
|||||
Increase in inventories, net
|
(9,362
|
)
|
(36,530
|
)
|
||||
Increase in prepaid expenses
|
(1,095
|
)
|
(4,520
|
)
|
||||
(Decrease) increase in accounts payable
|
(2,746
|
)
|
26,224
|
|||||
Changes in other operating assets and liabilities
|
6,108
|
4,071
|
||||||
Net cash provided by operating activities
|
59,828
|
59,204
|
||||||
Cash Flows From Investing Activities:
|
||||||||
Capital expenditures
|
(19,554
|
)
|
(15,616
|
)
|
||||
Other, net
|
82
|
345
|
||||||
Net cash used in investing activities
|
(19,472
|
)
|
(15,271
|
)
|
||||
Cash Flows From Financing Activities:
|
||||||||
Cash used for stock repurchases
|
(30,691
|
)
|
(85,824
|
)
|
||||
Payments on capital lease obligations
|
(344
|
)
|
(327
|
)
|
||||
Proceeds from options exercised and purchase of shares under the employee stock purchase plan
|
458
|
530
|
||||||
Other, net
|
(858
|
)
|
(1,256
|
)
|
||||
Net cash used in financing activities
|
(31,435
|
)
|
(86,877
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
8,921
|
(42,944
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
32,274
|
88,397
|
||||||
Cash and cash equivalents, end of period
|
$
|
41,195
|
$
|
45,453
|
||||
October 29, 2016
|
January 30, 2016
|
|||||||||||||||||||||||
Level I
|
Level II
|
Level III
|
Level I
|
Level II
|
Level III
|
|||||||||||||||||||
Short-term investments
|
$
|
79
|
$
|
-
|
$
|
-
|
$
|
79
|
$
|
-
|
$
|
-
|
||||||||||||
Long-term investments
|
2,634
|
-
|
-
|
2,562
|
-
|
-
|
||||||||||||||||||
Total investments
|
$
|
2,713
|
$
|
-
|
$
|
-
|
$
|
2,641
|
$
|
-
|
$
|
-
|
Thirteen Weeks Ended
|
Thirty-Nine Weeks Ended
|
|||||||||||||||
October 29, 2016
|
October 31, 2015
|
October 29, 2016
|
October 31, 2015
|
|||||||||||||
Stock-based compensation expense by type:
|
||||||||||||||||
Stock options
|
$
|
-
|
$
|
16
|
$
|
384
|
$
|
375
|
||||||||
Restricted stock unit awards, including performance-based
|
629
|
815
|
3,237
|
3,980
|
||||||||||||
Employee stock purchases
|
22
|
23
|
80
|
81
|
||||||||||||
Director deferred compensation
|
24
|
18
|
70
|
53
|
||||||||||||
Total stock-based compensation expense
|
675
|
872
|
3,771
|
4,489
|
||||||||||||
Income tax benefit recognized
|
240
|
316
|
1,363
|
1,645
|
||||||||||||
Stock-based compensation expense, net of income tax
|
$
|
435
|
$
|
556
|
$
|
2,408
|
$
|
2,844
|
Thirteen Weeks Ended
|
Thirty-Nine Weeks Ended
|
|||||||||||||||
October 29, 2016
|
October 31, 2015
|
October 29, 2016
|
October 31, 2015
|
|||||||||||||
Stock options
|
-
|
1,515
|
36,359
|
21,743
|
||||||||||||
Restricted stock unit awards
|
-
|
-
|
100,775
|
69,529
|
||||||||||||
Performance-based restricted stock unit awards
|
-
|
-
|
45,300
|
29,300
|
||||||||||||
Deferred stock units
|
588
|
500
|
14,744
|
12,128
|
Thirteen Weeks Ended
|
Thirty-Nine Weeks Ended
|
|||||||||||||||
October 29, 2016
|
October 31, 2015
|
October 29, 2016
|
October 31, 2015
|
|||||||||||||
Shares purchased
|
3,236
|
3,114
|
11,874
|
8,605
|
||||||||||||
Average price per share
|
$
|
29.29
|
$
|
29.76
|
$
|
27.66
|
$
|
36.66
|
||||||||
Weighted average fair value at grant date
|
$
|
7.25
|
$
|
10.01
|
$
|
6.94
|
$
|
10.35
|
Thirteen Weeks Ended
|
Thirty-Nine Weeks Ended
|
|||||||||||||||
October 29, 2016
|
October 31, 2015
|
October 29, 2016
|
October 31, 2015
|
|||||||||||||
Weighted-average shares used in basic computations
|
21,989
|
23,607
|
22,350
|
24,333
|
||||||||||||
Dilutive equity awards
|
197
|
170
|
175
|
186
|
||||||||||||
Weighted-average shares used in diluted computations
|
22,186
|
23,777
|
22,525
|
24,519
|
ITEM 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
· |
our expectations concerning store growth, locations, types and size;
|
· |
our expectations concerning cash needs and capital expenditures, including our intentions and ability to fund our new stores and other future capital expenditures and working capital requirements;
|
· |
our ability and plans to renew our revolving credit facilities;
|
· |
our estimates and assumptions as they relate to preferable tax and financial accounting methods, accruals, inventory valuations, long-lived assets, store closures, carrying amount and liquidity of financial instruments, fair value of options and other stock-based compensation, economic and useful lives of depreciable assets and leases, income tax liabilities, deferred taxes and uncertain tax positions;
|
· |
our assessment of the materiality and impact on our business of recent accounting pronouncements adopted by the Financial Accounting Standards Board;
|
· |
our assumptions as they relate to pending legal actions and other contingencies; and
|
· |
seasonality and the effect of inflation.
|
Thirteen Weeks Ended
|
Thirty-Nine Weeks Ended
|
|||||||||||||||
October 29, 2016
|
October 31, 2015
|
October 29, 2016
|
October 31, 2015
|
|||||||||||||
Statements of Operations
|
||||||||||||||||
Net sales increase
|
3.8
|
%
|
4.6
|
%
|
4.1
|
%
|
3.5
|
%
|
||||||||
Comparable store sales increase (decrease)
|
0.7
|
%
|
0.6
|
%
|
1.0
|
%
|
-0.5
|
%
|
||||||||
Gross profit (as a % to net sales)
|
35.4
|
%
|
36.1
|
%
|
35.4
|
%
|
35.5
|
%
|
||||||||
Store operating, selling and administrative expenses (as a % to net sales)
|
23.6
|
%
|
21.1
|
%
|
22.8
|
%
|
21.5
|
%
|
||||||||
Depreciation and amortization (as a % to net sales)
|
2.0
|
%
|
1.9
|
%
|
1.9
|
%
|
1.8
|
%
|
||||||||
Provision for income taxes (as a % to net sales)
|
3.6
|
%
|
4.9
|
%
|
3.9
|
%
|
4.5
|
%
|
||||||||
Net income (as a % to net sales)
|
6.2
|
%
|
8.2
|
%
|
6.8
|
%
|
7.6
|
%
|
||||||||
|
||||||||||||||||
Earnings per diluted share
|
$
|
0.66
|
$
|
0.79
|
$
|
2.18
|
$
|
2.17
|
||||||||
Weighted-average dilutive shares (in thousands)
|
22,186
|
23,777
|
22,525
|
24,519
|
||||||||||||
Balance Sheets
|
||||||||||||||||
Ending cash and cash equivalents (in thousands)
|
$
|
41,195
|
$
|
45,453
|
||||||||||||
Average inventory per store
|
$
|
274,097
|
$
|
268,611
|
||||||||||||
Store Information
|
||||||||||||||||
Beginning of period
|
1,059
|
1,014
|
1,044
|
988
|
||||||||||||
New stores opened
|
13
|
20
|
44
|
51
|
||||||||||||
Stores closed
|
(5
|
)
|
(3
|
)
|
(21
|
)
|
(8
|
)
|
||||||||
End of period
|
1,067
|
1,031
|
1,067
|
1,031
|
||||||||||||
Stores expanded
|
2
|
1
|
4
|
8
|
||||||||||||
Estimated square footage at end of period (in thousands)
|
6,090
|
5,893
|
||||||||||||||
|
||||||||||||||||
Share Repurchase Activity
|
||||||||||||||||
Shares purchased
|
53,519
|
1,341,170
|
911,356
|
2,137,389
|
||||||||||||
Cost (in thousands)
|
$
|
1,941
|
$
|
50,542
|
$
|
31,634
|
$
|
87,944
|
· |
We opened 13 Hibbett Sports stores, expanded two high performing stores and closed five underperforming stores.
|
· |
New stores drove the increase in net sales, while comparable stores increased 0.7% with strong sales in footwear and cleats.
|
· |
Activewear was negative for the quarter, reflecting softness in colder weather apparel and challenges in performance related merchandise. Men's activewear had strong results driven by lifestyle offerings, while women's activewear continues to be our most challenging category.
|
· |
Footwear was driven by strong sales in basketball and lifestyle, while performance running continues to have weaker results.
|
· |
Cleats achieved positive results driven by softball and soccer.
|
· |
Equipment had weaker results due to slower sales in fitness, volleyball, baseball and football, partially offset by positive results in softball.
|
· |
Licensed product sales were negative year over year in all categories except for branded headwear.
|
· |
Merchandise margin rate decreased 55 basis points as a percentage of net sales due to markdowns taken to reduce aged and excess inventory, and due to a mix shift to footwear as a result of softer seasonal apparel sales.
|
· |
Wholesale and logistics expenses increased 5 basis points as a percentage of net sales primarily due to de-leverage associated with lower comparable store sales.
|
· |
Store occupancy expense increased 11 basis points as a percentage of net sales primarily due to de-leverage associated with comparable store sales.
|
· |
Store labor cost, including benefits, increased 54 basis points as a percentage of net sales due to comparable store sales being less than the required percentage to leverage this expense. Administrative salaries, including benefits, increased 53 basis points as a percentage of net sales primarily due to an increase in headcount related to our Omni-channel initiative. Employee benefit costs increased primarily due to increased health care costs.
|
· |
The anniversary of a favorable legal settlement of $1.9 million in the prior year resulted in an increase of 82 basis points as a percentage of net sales for the period.
|
· |
Professional fees increased 34 basis points as a percentage of net sales related primarily to our Omni-channel initiative. Credit card fees increased 22 basis points as a percentage of net sales due to increased fraudulent customer transactions. Repair and maintenance costs increased 16 basis points as a percentage of net sales primarily due to storm damage and other repairs for our stores.
|
· |
We opened 44 Hibbett Sports stores, expanded four high performing stores and closed 21 underperforming stores.
|
· |
New stores drove the increase in net sales, while comparable stores increased 1.0% due to positive results in footwear and cleats.
|
· |
Footwear was driven by strong sales in lifestyle and basketball, while performance running had weaker results.
|
· |
Cleats achieved positive results driven by strong performance in softball, football, soccer, and track, partially offset by weaker sales in baseball.
|
· |
Equipment had weaker results due to slower sales in baseball, football, volleyball and fitness, partially offset by positive results in softball.
|
· |
Licensed product sales were negative year over year due to weaker results in College and MLB merchandise, partially offset by strong performance in NBA, NFL, and branded headwear.
|
· |
Merchandise margin decreased 3 basis points as a percentage of net sales due to a mix shift to footwear and markdowns taken to reduce inventory.
|
· |
Wholesale and logistics expenses decreased 6 basis points as a percentage of net sales primarily due to decreased fuel costs, offset somewhat by an increase in data processing costs.
|
· |
Store occupancy expense increased 7 basis points as a percentage of net sales primarily associated with limited comparable store sales growth.
|
· |
Store labor and benefit costs increased 29 basis points as a percentage of net sales due to comparable store sales being less than the required percentage to leverage this expense. Administrative salaries and benefit costs increased 39 basis points as a percentage of net sales due to decreased leverage associated with lower comparable store sales and an increase in headcount related to our Omni-channel initiative.
|
· |
The anniversary of a favorable legal settlement of $1.9 million in the prior year resulted in an increase of 27 basis points as a percentage of net sales for the period.
|
· |
Credit card fees increased 18 basis points as a percentage of net sales due to increased fraudulent customer transactions.
|
· |
Stock-based compensation decreased 13 basis points as a percentage of net sales due to higher forfeitures and a change in the expected achievement of certain performance-based awards.
|
Thirty-Nine Weeks Ended
|
||||||||
October 29, 2016
|
October 31, 2015
|
|||||||
Net cash provided by operating activities
|
$
|
59,828
|
$
|
59,204
|
||||
Net cash used in investing activities
|
(19,472
|
)
|
(15,271
|
)
|
||||
Net cash used in financing activities
|
(31,435
|
)
|
(86,877
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
$
|
8,921
|
$
|
(42,944
|
)
|
ITEM 4. |
Controls and Procedures.
|
ITEM 1. |
Legal Proceedings.
|
Period
|
Total Number of Shares Purchased
|
Average Price per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
|
Approximate Dollar Value of Shares that may yet be Purchased Under the Programs (in thousands)
|
||||||||||||
July 31, 2016 to August 27, 2016
|
32,500
|
$
|
34.74
|
32,500
|
$
|
270,117
|
||||||||||
August 28, 2016 to October 1, 2016
|
18,908
|
$
|
38.59
|
18,908
|
$
|
269,387
|
||||||||||
October 2, 2016 to October 29, 2016
|
2,111
|
$
|
39.12
|
2,000
|
$
|
269,309
|
||||||||||
Total
|
53,519
|
$
|
36.28
|
53,408
|
$
|
269,309
|
(1) |
In November 2015, the Board authorized a Stock Repurchase Program (Program) of $300.0 million to repurchase our common stock through February 2, 2019 that replaced an existing authorization. See Note 7, "
Stock Repurchase Activity
".
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HIBBETT SPORTS, INC.
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Date:
December 7, 2016
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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 & Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Exhibit No.
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Description
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Certificate of Incorporation and By-Laws
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||
3.1
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Certificate of Incorporation of the Registrant; incorporated herein by reference to Exhibit 3.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on May 31, 2012.
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3.2
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Bylaws of the Registrant, as amended; incorporated herein by reference to Exhibit 3.2 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on May 31, 2012.
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Form of Stock Certificate
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||
4.1
|
Form of Stock Certificate; attached as Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on September 26, 2007.
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Material Agreements
|
||
10.1
|
Amendment No. 9 to Loan Documents; 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 November 18, 2016.
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10.2
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*
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Certifications
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||
31.1
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*
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31.2
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*
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32.1
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*
|
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Interactive Data Files
|
||
The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2016, formatted in XBRL (eXtensible Business Reporting Language) and submitted electronically herewith: (i) the Unaudited Condensed Consolidated Balance Sheets at October 29, 2016 and January 30, 2016; (ii) the Unaudited Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended October 29, 2016 and October 31, 2015; (iii) the Unaudited Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended October 29, 2016 and October 31, 2015; and (iv) the Notes to Unaudited Condensed Consolidated Financial Statements.
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||
101.INS
|
*
|
XBRL Instance Document
|
101.SCH
|
*
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
*
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed Within
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1. I have reviewed this quarterly report on Form 10-Q of Hibbett Sports, Inc.;
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2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
December 7
, 2016
|
/s/ Jeffry O. Rosenthal
|
Jeffry O. Rosenthal
|
|
Chief Executive Officer and President
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|
(
Principal Executive Officer
)
|
1. I have reviewed this quarterly report on Form 10-Q of Hibbett Sports, Inc.;
|
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2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
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5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date:
December
7
, 2016
|
/s/ Scott J. Bowman
|
Scott J. Bowman
|
|
Senior Vice President and Chief Financial Officer
|
|
(
Principal Financial Officer
)
|
(1) | the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 as amended; and |
(2) | the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company. |
Date:
December 7, 2016
|
/s/ Jeffry O. Rosenthal
|
|
Jeffry O. Rosenthal
|
||
Chief Executive Officer and President
|
||
(Principal Executive Officer)
|
Date:
December 7, 2016
|
/s/ Scott J. Bowman
|
|
Scott J. Bowman
|
||
Senior Vice President and Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|