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 ~~29, 2022~~28, 2023


☐			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~~As of November 30, 2023, 11,771,751 shares of common stock, par value $0.01 per share, ~~outstanding as of December 1, 2022,~~ were ~~12,727,625 shares.~~outstanding.

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	ASSETS	October 29, 2022		January 29, 2022		October 30, 2021		ASSETS	October 28, 2023		January 28, 2023		October 29, 2022
Current assets:	Current assets:							Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	25,114	$	17,054	$	29,749	Cash and cash equivalents	$	29,580	$	16,015	$	25,114
Receivables, net	Receivables, net	15,170		13,607		13,349		Receivables, net	12,136		12,850		15,170
Inventories, net	Inventories, net	404,819		221,219		258,839		Inventories, net	398,106		420,839		404,819
Other current assets	Other current assets	29,577		25,134		22,401		Other current assets	28,408		23,351		29,577
Total current assets	Total current assets	474,680		277,014		324,338		Total current assets	468,230		473,055		474,680

Property and equipment, net	Property and equipment, net	165,196		145,967		127,715		Property and equipment, net	172,701		169,476		165,196
Operating right-of-use assets	Operating right-of-use assets	266,402		243,751		232,847		Operating right-of-use assets	272,909		263,391		266,402
Finance right-of-use assets, net	Finance right-of-use assets, net	2,027		2,186		2,137		Finance right-of-use assets, net	2,095		2,279		2,027

Tradename intangible asset	Tradename intangible asset	23,500		23,500		23,500		Tradename intangible asset	23,500		23,500		23,500
Deferred income taxes, net	Deferred income taxes, net	2,484		7,187		11,188		Deferred income taxes, net	3,044		3,025		2,484
Other assets, net	Other assets, net	3,081		3,612		3,517		Other assets, net	8,414		4,434		3,081
Total assets	Total assets	$	937,370	$	703,217	$	725,242	Total assets	$	950,893	$	939,160	$	937,370

LIABILITIES AND STOCKHOLDERS' INVESTMENT	LIABILITIES AND STOCKHOLDERS' INVESTMENT							LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:	Current liabilities:							Current liabilities:
Accounts payable	Accounts payable	$	209,194	$	85,647	$	116,234	Accounts payable	$	118,127	$	190,648	$	209,194
Operating lease obligations	Operating lease obligations	71,649		68,521		61,643		Operating lease obligations	75,490		72,544		71,649
Credit facility	Credit facility	51,657		—		—		Credit facility	96,916		36,264		51,657
Finance lease obligations	Finance lease obligations	1,057		975		861		Finance lease obligations	663		1,132		1,057
Accrued payroll expenses	Accrued payroll expenses	11,550		26,320		18,805		Accrued payroll expenses	9,573		11,361		11,550
Other accrued expenses	Other accrued expenses	16,820		13,401		15,009		Other accrued expenses	16,003		15,803		16,820
Total current liabilities	Total current liabilities	361,927		194,864		212,552		Total current liabilities	316,772		327,752		361,927
Operating lease obligations	Operating lease obligations	233,504		212,349		202,568		Operating lease obligations	239,300		229,388		233,504
Finance lease obligations	Finance lease obligations	1,143		1,427		1,505		Finance lease obligations	1,557		1,305		1,143
Unrecognized tax benefits		357		546		631

Other liabilities	Other liabilities	2,605		2,516		2,501		Other liabilities	4,211		4,484		2,962
Total liabilities	Total liabilities	599,536		411,702		419,757		Total liabilities	561,840		562,929		599,536

Stockholders' investment:	Stockholders' investment:							Stockholders' investment:

Common stock, 39,847,656, 39,611,163 and 39,587,012 shares issued, respectively		398		396		396
Common stock - 40,147,969; 39,916,593; and 39,847,656 shares issued, respectively								Common stock - 40,147,969; 39,916,593; and 39,847,656 shares issued, respectively	401		399		398
Paid-in capital	Paid-in capital	209,659		202,729		201,370		Paid-in capital	219,653		213,182		209,659
Retained earnings	Retained earnings	1,102,243		1,022,317		1,008,066		Retained earnings	1,200,320		1,137,481		1,102,243
Treasury stock, at cost; 27,161,181, 26,317,947 and 25,900,206 shares repurchased, respectively		(974,466)		(933,927)		(904,347)
Treasury stock, at cost - 28,376,218; 27,166,538; and 27,161,181 shares repurchased, respectively								Treasury stock, at cost - 28,376,218; 27,166,538; and 27,161,181 shares repurchased, respectively	(1,031,321)		(974,831)		(974,466)
Total stockholders' investment	Total stockholders' investment	337,834		291,515		305,485		Total stockholders' investment	389,053		376,231		337,834
Total liabilities and stockholders' investment	Total liabilities and stockholders' investment	$	937,370	$	703,217	$	725,242	Total liabilities and stockholders' investment	$	950,893	$	939,160	$	937,370

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									13-Weeks Ended								39-Weeks Ended
		October 29, 2022				October 30, 2021				October 29, 2022				October 30, 2021					October 28, 2023				October 29, 2022				October 28, 2023				October 29, 2022
				% to Sales				% to Sales				% to Sales				% to Sales					% to Sales				% to Sales				% to Sales				% to Sales
Net sales	Net sales	$	433,164			$	381,719			$	1,250,021			$	1,307,837			Net sales	$	431,923			$	433,164			$	1,262,297			$	1,250,021
Cost of goods sold	Cost of goods sold	284,434		65.7	%	243,023		63.7	%	809,306		64.7	%	796,028		60.9	%	Cost of goods sold	285,579		66.1	%	284,434		65.7	%	839,411		66.5	%	809,306		64.7	%
Gross margin	Gross margin	148,730		34.3	%	138,696		36.3	%	440,715		35.3	%	511,809		39.1	%	Gross margin	146,344		33.9	%	148,730		34.3	%	422,886		33.5	%	440,715		35.3	%
Store operating, selling and administrative expenses	Store operating, selling and administrative expenses	103,510		23.9	%	96,324		25.2	%	290,520		23.2	%	281,328		21.5	%	Store operating, selling and administrative expenses	99,404		23.0	%	103,510		23.9	%	290,284		23.0	%	290,520		23.2	%

Depreciation and amortization	Depreciation and amortization	11,019		2.5	%	8,959		2.3	%	32,463		2.6	%	25,418		1.9	%	Depreciation and amortization	12,457		2.9	%	11,019		2.5	%	36,189		2.9	%	32,463		2.6	%
Operating income	Operating income	34,201		7.9	%	33,413		8.8	%	117,732		9.4	%	205,063		15.7	%	Operating income	34,483		8.0	%	34,201		7.9	%	96,413		7.6	%	117,732		9.4	%
Interest expense, net	Interest expense, net	467		0.1	%	64		—	%	900		0.1	%	191		—	%	Interest expense, net	1,106		0.3	%	467		0.1	%	4,323		0.3	%	900		0.1	%
Income before provision for income taxes	Income before provision for income taxes	33,734		7.8	%	33,349		8.7	%	116,832		9.3	%	204,872		15.7	%	Income before provision for income taxes	33,377		7.7	%	33,734		7.8	%	92,090		7.3	%	116,832		9.3	%
Provision for income taxes	Provision for income taxes	8,161		1.9	%	8,157		2.1	%	27,199		2.2	%	48,218		3.7	%	Provision for income taxes	7,880		1.8	%	8,161		1.9	%	19,816		1.6	%	27,199		2.2	%
Net income	Net income	$	25,573	5.9	%	$	25,192	6.6	%	$	89,633	7.2	%	$	156,654	12.0	%	Net income	$	25,497	5.9	%	$	25,573	5.9	%	$	72,274	5.7	%	$	89,633	7.2	%

Basic earnings per share	Basic earnings per share	$	1.99			$	1.75			$	6.89			$	10.13			Basic earnings per share	$	2.09			$	1.99			$	5.76			$	6.89
Diluted earnings per share	Diluted earnings per share	$	1.94			$	1.68			$	6.71			$	9.74			Diluted earnings per share	$	2.05			$	1.94			$	5.66			$	6.71

Weighted-average shares:	Weighted-average shares:																	Weighted-average shares:
Basic	Basic	12,837				14,362				13,004				15,460				Basic	12,224				12,837				12,554				13,004
Diluted	Diluted	13,202				14,975				13,358				16,082				Diluted	12,408				13,202				12,780				13,358

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					39-Weeks Ended
		October 29, 2022		October 30, 2021			October 28, 2023		October 29, 2022
Cash Flows From Operating Activities:	Cash Flows From Operating Activities:					Cash Flows From Operating Activities:
Net income	Net income	$	89,633	$	156,654	Net income	$	72,274	$	89,633
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	32,463		25,418		Depreciation and amortization	36,189		32,463
Stock-based compensation	Stock-based compensation	5,407		4,373		Stock-based compensation	4,612		5,407
Impairment charges	Impairment charges	346		2,508		Impairment charges	1,393		346
Contingent earnout, net		—		(13,761)

Other non-cash adjustments	Other non-cash adjustments	4,682		2,141		Other non-cash adjustments	(1,054)		4,682
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Inventories, net	Inventories, net	(183,600)		(56,801)		Inventories, net	22,732		(183,600)
Receivables, net	Receivables, net	(1,510)		(1,527)		Receivables, net	(1,549)		(1,510)
Accounts payable	Accounts payable	119,760		6,270		Accounts payable	(76,088)		119,760
Income tax payable, net	Income tax payable, net	2,697		(1,259)		Income tax payable, net	—		2,697
Other assets and liabilities	Other assets and liabilities	(17,478)		(12,028)		Other assets and liabilities	(6,157)		(17,478)
Net cash provided by operating activities	Net cash provided by operating activities	52,400		111,988		Net cash provided by operating activities	52,352		52,400

Cash Flows From Investing Activities:	Cash Flows From Investing Activities:					Cash Flows From Investing Activities:
Capital expenditures	Capital expenditures	(47,463)		(43,894)		Capital expenditures	(37,163)		(47,463)
Other, net	Other, net	938		913		Other, net	2,604		938
Net cash used in investing activities	Net cash used in investing activities	(46,525)		(42,981)		Net cash used in investing activities	(34,559)		(46,525)

Cash Flows From Financing Activities:	Cash Flows From Financing Activities:					Cash Flows From Financing Activities:
Proceeds under credit facilities	Proceeds under credit facilities	688,665		—		Proceeds under credit facilities	682,264		688,665
Repayments under credit facilities	Repayments under credit facilities	(637,008)		—		Repayments under credit facilities	(621,612)		(637,008)
Stock repurchases	Stock repurchases	(38,458)		(238,327)		Stock repurchases	(53,212)		(38,458)
Cash used for contingent earnout		—		(1,239)

Cash dividends paid to stockholders	Cash dividends paid to stockholders	(9,699)		(7,533)		Cash dividends paid to stockholders	(9,427)		(9,699)
Payments of finance lease obligations	Payments of finance lease obligations	(759)		(736)		Payments of finance lease obligations	(824)		(759)
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	1,525		2,465		Proceeds from options exercised and purchase of shares under the employee stock purchase plan	1,861		1,525
Other, net	Other, net	(2,081)		(3,178)		Other, net	(3,278)		(2,081)
Net cash provided by (used in) financing activities		2,185		(248,548)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(4,228)		2,185

Net increase (decrease) in cash and cash equivalents		8,060		(179,541)
Net increase in cash and cash equivalents						Net increase in cash and cash equivalents	13,565		8,060
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	17,054		209,290		Cash and cash equivalents, beginning of period	16,015		17,054
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	25,114	$	29,749	Cash and cash equivalents, end of period	$	29,580	$	25,114

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 29, 2022
13-Weeks Ended October 28, 2023														13-Weeks Ended October 28, 2023
		Common Stock							Treasury Stock						Common Stock							Treasury Stock
		Shares	Amount		Paid-In Capital		Retained Earnings		Shares	Amount		Total Stockholders' Investment			Shares	Amount		Paid-In Capital		Retained Earnings		Shares	Amount		Total Stockholders' Investment
Balance - July 30, 2022		39,830	$	398	$	207,678	$	1,079,872	27,000	$	(965,405)	$	322,543
Balance - July 29, 2023														Balance - July 29, 2023	40,132	$	401	$	217,986	$	1,177,914	27,668	$	(998,991)	$	397,310
Net income	Net income	—	—		—		25,573		—	—		25,573		Net income	—	—		—		25,497		—	—		25,497
Issuance of shares through the Company's equity plans	Issuance of shares through the Company's equity plans	18	—		617		—		—	—		617		Issuance of shares through the Company's equity plans	16	—		437		—		—	—		437
Purchase of shares under the stock repurchase program	Purchase of shares under the stock repurchase program	—	—		—		—		161	(9,049)		(9,049)		Purchase of shares under the stock repurchase program	—	—		—		—		708	(31,999)		(31,999)
Settlement of net share equity awards	Settlement of net share equity awards	—	—		—		—		—	(12)		(12)		Settlement of net share equity awards	—	—		—		—		—	(17)		(17)
Excise tax on stock repurchases														Excise tax on stock repurchases	—	—		—		—		—	(314)		(314)
Cash dividends declared, $0.25 per common share	Cash dividends declared, $0.25 per common share	—	—		—		(3,202)		—	—		(3,202)		Cash dividends declared, $0.25 per common share	—	—		—		(3,091)		—	—		(3,091)
Stock-based compensation	Stock-based compensation	—	—		1,364		—		—	—		1,364		Stock-based compensation	—	—		1,230		—		—	—		1,230
Balance - October 29, 2022		39,848	$	398	$	209,659	$	1,102,243	27,161	$	(974,466)	$	337,834
Balance - October 28, 2023														Balance - October 28, 2023	40,148	$	401	$	219,653	$	1,200,320	28,376	$	(1,031,321)	$	389,053


13-Weeks Ended October 30, 2021
13-Weeks Ended October 29, 2022														13-Weeks Ended October 29, 2022
		Common Stock							Treasury Stock						Common Stock							Treasury Stock
		Shares	Amount		Paid-In Capital		Retained Earnings		Shares	Amount		Total Stockholders' Investment			Shares	Amount		Paid-In Capital		Retained Earnings		Shares	Amount		Total Stockholders' Investment
Balance - July 31, 2021		39,578	$	396	$	199,713	$	986,568	24,473	$	(786,498)	$	400,179
Balance - July 30, 2022														Balance - July 30, 2022	39,830	$	398	$	207,678	$	1,079,872	27,000	$	(965,405)	$	322,543
Net income	Net income	—	—		—		25,192		—	—		25,192		Net income	—	—		—		25,573		—	—		25,573
Issuance of shares through the Company's equity plans	Issuance of shares through the Company's equity plans	9	—		468		—		—	—		468		Issuance of shares through the Company's equity plans	18	—		617		—		—	—		617

Purchase of shares under the stock repurchase program	Purchase of shares under the stock repurchase program	—	—		—		—		1,427	(117,850)		(117,850)		Purchase of shares under the stock repurchase program	—	—		—		—		161	(9,049)		(9,049)

Settlement of net share equity awards														Settlement of net share equity awards	—	—		—		—		—	(12)		(12)
Cash dividends declared, $0.25 per common share	Cash dividends declared, $0.25 per common share	—	—		—		(3,694)		—	—		(3,694)		Cash dividends declared, $0.25 per common share	—	—		—		(3,202)		—	—		(3,202)
Stock-based compensation	Stock-based compensation	—	—		1,190		—		—	—		1,190		Stock-based compensation	—	—		1,364		—		—	—		1,364
Balance - October 30, 2021		39,587	$	396	$	201,370	$	1,008,066	25,900	$	(904,347)	$	305,485
Balance - October 29, 2022														Balance - October 29, 2022	39,848	$	398	$	209,659	$	1,102,243	27,161	$	(974,466)	$	337,834

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 29, 2022
39-Weeks Ended October 28, 2023														39-Weeks Ended October 28, 2023
		Common Stock							Treasury Stock						Common Stock							Treasury Stock
		Number of Shares	Amount		Paid-In Capital		Retained Earnings		Number of Shares	Amount		Total Stockholders' Investment			Number of Shares	Amount		Paid-In Capital		Retained Earnings		Number of Shares	Amount		Total Stockholders' Investment
Balance - January 29, 2022		39,611	$	396	$	202,729	$	1,022,317	26,318	$	(933,927)	$	291,515
Balance - January 28, 2023														Balance - January 28, 2023	39,917	$	399	$	213,182	$	1,137,481	27,167	$	(974,831)	$	376,231
Net income	Net income	—	—		—		89,633		—	—		89,633		Net income	—	—		—		72,274		—	—		72,274
Issuance of shares through the Company's equity plans	Issuance of shares through the Company's equity plans	236	2		1,523		—		—	—		1,525		Issuance of shares through the Company's equity plans	231	2		1,859		—		—	—		1,861

Purchase of shares under the stock repurchase program	Purchase of shares under the stock repurchase program	—	—		—		—		797	(38,458)		(38,458)		Purchase of shares under the stock repurchase program	—	—		—		—		1,162	(53,212)		(53,212)
Settlement of net share equity awards	Settlement of net share equity awards	—	—		—		—		46	(2,081)		(2,081)		Settlement of net share equity awards	—	—		—		—		47	(2,849)		(2,849)
Excise tax on stock repurchase														Excise tax on stock repurchase	—	—		—		—		—	(429)		(429)
Cash dividends declared, $0.75 per common share	Cash dividends declared, $0.75 per common share	—	—		—		(9,707)		—	—		(9,707)		Cash dividends declared, $0.75 per common share	—	—		—		(9,435)		—	—		(9,435)
Stock-based compensation	Stock-based compensation	—	—		5,407		—		—	—		5,407		Stock-based compensation	—	—		4,612		—		—	—		4,612
Balance - October 29, 2022		39,848	$	398	$	209,659	$	1,102,243	27,161	$	(974,466)	$	337,834
Balance - October 28, 2023														Balance - October 28, 2023	40,148	$	401	$	219,653	$	1,200,320	28,376	$	(1,031,321)	$	389,053


39-Weeks Ended October 30, 2021
39-Weeks Ended October 29, 2022														39-Weeks Ended October 29, 2022
		Common Stock							Treasury Stock						Common Stock							Treasury Stock
		Number of Shares	Amount		Paid-In Capital		Retained Earnings		Number of Shares	Amount		Total Stockholders' Investment			Number of Shares	Amount		Paid-In Capital		Retained Earnings		Number of Shares	Amount		Total Stockholders' Investment
Balance - January 30, 2021		39,380	$	394	$	194,534	$	858,951	22,901	$	(662,843)	$	391,036
Balance - January 29, 2022														Balance - January 29, 2022	39,611	$	396	$	202,729	$	1,022,317	26,318	$	(933,927)	$	291,515
Net income	Net income	—	—		—		156,654		—	—		156,654		Net income	—	—		—		89,633		—	—		89,633
Issuance of shares through the Company's equity plans	Issuance of shares through the Company's equity plans	207	2		2,463		—		—	—		2,465		Issuance of shares through the Company's equity plans	236	2		1,523		—		—	—		1,525
Purchase of shares under the stock repurchase program	Purchase of shares under the stock repurchase program	—	—		—		—		2,954	(238,327)		(238,327)		Purchase of shares under the stock repurchase program	—	—		—		—		797	(38,458)		(38,458)
Settlement of net share equity awards	Settlement of net share equity awards	—	—		—		—		45	(3,177)		(3,177)		Settlement of net share equity awards	—	—		—		—		46	(2,081)		(2,081)
Cash dividends declared, $0.50 per common share		—	—		—		(7,540)		—	—		(7,540)
Cash dividends declared, $0.75 per common share														Cash dividends declared, $0.75 per common share	—	—		—		(9,707)		—	—		(9,707)
Stock-based compensation	Stock-based compensation	—	—		4,373		—		—	—		4,373		Stock-based compensation	—	—		5,407		—		—	—		5,407
Balance - October 30, 2021		39,587	$	396	$	201,370	$	1,008,066	25,900	$	(904,347)	$	305,485
Balance - October 29, 2022														Balance - October 29, 2022	39,848	$	398	$	209,659	$	1,102,243	27,161	$	(974,466)	$	337,834

Columns may not foot due to rounding.

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 ~~29, 2022,~~28, 2023, 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 ~~29, 2022,~~28, 2023, filed on March ~~25, 2022~~24, 2023 (the ~~"2022~~"2023 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 ~~2022~~2023 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~~Unless otherwise specifically noted, 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~~(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 29, 2022		January 29, 2022		October 30, 2021			October 28, 2023		January 28, 2023		October 29, 2022
Land	Land	$	7,277	$	7,277	$	7,277	Land	$	7,277	$	7,277	$	7,277
Buildings	Buildings	22,395		22,247		22,132		Buildings	22,643		22,529		22,395
Equipment	Equipment	128,537		119,505		114,295		Equipment	138,861		134,304		128,537
Furniture and fixtures	Furniture and fixtures	66,564		59,137		47,234		Furniture and fixtures	70,043		67,522		66,564
Leasehold improvements	Leasehold improvements	162,747		137,279		127,501		Leasehold improvements	191,285		170,773		162,747
Construction in progress	Construction in progress	7,579		4,086		4,518		Construction in progress	5,492		5,501		7,579
Total property and equipment	Total property and equipment	395,099		349,531		322,957		Total property and equipment	435,601		407,906		395,099
Less: accumulated depreciation and amortization	Less: accumulated depreciation and amortization	229,903		203,564		195,242		Less: accumulated depreciation and amortization	262,900		238,430		229,903
Total property and equipment, net	Total property and equipment, net	$	165,196	$	145,967	$	127,715	Total property and equipment, net	$	172,701	$	169,476	$	165,196

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: The net deferred revenue liability for gift cards and customer orders at October 28, 2023, January 28, 2023, and October 29, 2022 ~~January 29, 2022, and October 30, 2021~~ was ~~$9.9~~$10.3 million, ~~$9.6~~$9.8 million, and ~~$9.2~~$9.9 million, respectively, recognized in accounts payable on our unaudited condensed consolidated balance sheets.

During the 13-weeks and 39-weeks ended October ~~29, 2022~~28, 2023 and October ~~30, 2021,~~29, 2022, gift card deferred revenue realized from prior periods was immaterial.

Index

Loyalty Program: We offer the Hibbett/City Gear 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 ~~$3.8~~$4.1 million, ~~$3.7~~$4.1 million, and ~~$3.6~~$3.8 million at October ~~29, 2022,~~28, 2023, January ~~29, 2022,~~28, 2023, and October ~~30, 2021,~~29, 2022, respectively.

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


		13-Weeks Ended				39-Weeks Ended					13-Weeks Ended				39-Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021			October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Footwear	Footwear	$	294,133	$	231,365	$	818,706	$	824,088	Footwear	$	306,868	$	294,133	$	884,230	$	818,706
Apparel	Apparel	93,125		104,598		298,405		346,130		Apparel	72,277		93,125		231,177		298,405
Equipment	Equipment	45,906		45,756		132,910		137,619		Equipment	52,778		45,906		146,890		132,910
Total	Total	$	433,164	$	381,719	$	1,250,021	$	1,307,837	Total	$	431,923	$	433,164	$	1,262,297	$	1,250,021

Indefinite-Lived Intangible Assets

The City Gear tradename is an indefinite-lived asset which 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. No impairment related to the tradename intangible was recognized during the 13-weeks orand 39-weeks ended October ~~29, 2022~~28, 2023 and October ~~30, 2021.~~29, 2022.

2. Recent Accounting Pronouncements

Standards that were adopted

None.

Standards that are not yet adopted

In November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topic 280). This update provides, among other things, enhanced segment disclosure requirements including disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We will adopt ASU 2023-07 upon the effective date and do not expect its adoption to have a material impact on our financial position, results of operations or cash flows.

We continuously monitor and review all current accounting pronouncements and standards from the Financial Accounting Standards Board of U.S. GAAP for applicability to our ~~operations.~~operations and financial reporting. As of October ~~29, 2022,~~28, 2023, there were no 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~~We use the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment - Overall, to determine when to ~~test ROU~~evaluate assets ~~(or~~and asset groups, ~~that contain one or more~~including ROU assets, for ~~impairment), whether ROU assets are impaired,~~impairment and ~~if so, the amount of the~~to calculate any impairment loss to ~~recognize.~~be recognized. Asset group impairment charges in the 13-weeks and 39-weeks ended October ~~29, 2022~~28, 2023 and October ~~30, 2021,~~29, 2022, were immaterial.

Index

Lease costs are as follows (in thousands):


		13-Weeks Ended				39-Weeks Ended					13-Weeks Ended				39-Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021			October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Operating lease cost	Operating lease cost	$	19,285	$	16,796	$	56,606	$	47,357	Operating lease cost	$	20,479	$	19,285	$	60,737	$	56,606
Finance lease cost:	Finance lease cost:									Finance lease cost:
Amortization of assets	Amortization of assets	235		224		716		638		Amortization of assets	271		235		791		716
Interest on lease liabilities	Interest on lease liabilities	27		30		84		109		Interest on lease liabilities	25		27		79		84
Variable lease cost	Variable lease cost	4,771		4,264		13,536		15,186		Variable lease cost	4,862		4,771		14,554		13,536
		$	24,318	$	21,314	$	70,942	$	63,290		$	25,637	$	24,318	$	76,161	$	70,942

Finance ROU assets on the unaudited condensed consolidated balance sheets at October ~~29, 2022,~~28, 2023, January ~~29, 2022,~~28, 2023, and October ~~30, 2021~~29, 2022 are shown net of accumulated amortization of ~~$3.1~~$4.1 million, ~~$2.5~~$3.3 million, and ~~$2.3~~$3.1 million, respectively.

~~Index~~

The following table provides ROU assets obtained in exchange for lease obligations (in thousands):


		39-Weeks Ended					39-Weeks Ended
		October 29, 2022		October 30, 2021			October 28, 2023		October 29, 2022

ROU assets obtained in exchange for lease obligations, net:	ROU assets obtained in exchange for lease obligations, net:					ROU assets obtained in exchange for lease obligations, net:
Operating leases	Operating leases	$	73,797	$	63,827	Operating leases	$	69,507	$	73,797
Finance leases	Finance leases	$	571	$	(452)	Finance leases	$	718	$	571

As of October ~~29, 2022,~~28, 2023, we have entered into approximately ~~$7.6~~$5.5 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.~~

The following table 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 29, 2022 January 29, 2022 October 30, 2021
Level Level Level
I II III I II III I II III
Short-term investments $ 34 $ — $ — $ 129 $ — $ — $ 129 $ — $ —
Long-term investments 1,757 — — 2,352 — — 2,265 — —
Total investments $ 1,791 $ — $ — $ 2,481 $ — $ — $ 2,394 $ — $ —

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.

5. Debt

On July 9, 2021, we executed an unsecured Credit Agreement (the "2021 Credit Facility") between the Company and its subsidiaries and Regions ~~Bank. The 2021 Credit Facility~~Bank, which provided for an unsecured line of credit of up to ~~$100.0~~$100 million. The 2021 Credit Facility ~~is effective through July 9, 2026 with an~~was amended on April 7, 2022, to increase the unsecured line of credit to $125 million and replace the original benchmark interest rate of one-month LIBOR plus 1.0% to 1.8% with the Bloomberg Short-Term Bank Yield Index Rate (the “BSBY Rate”) plus 1.0% to 1.8% (depending on specified leverage levels).

On February 28, 2023, we entered into a new unsecured Credit Agreement (the "2023 Credit Facility") with Regions Bank, as administrative agent for the lenders, swingline leader and issuing bank. The 2023 Credit Facility matures on February 28, 2028, and replaced the 2021 Credit Facility and amended certain of its terms and conditions, including the following:

•increases the aggregate principal amount of commitments by $35 million, from $125 million to $160 million, which includes a $25 million sublimit for the issuance of standby letters of credit and $25 million sublimit for swingline loans;

•permits us to increase the aggregate principal amount of commitments by up to an additional $50 million, subject to certain terms and conditions;

•provides that borrowings bear interest at either (i) an annual rate equal to the BSBY Rate, plus an applicable margin ranging from 1.0% to 2.0% depending on specified leverage ~~levels.~~

~~The 2021~~levels (the "Applicable Margin"), or (ii) at the Company's option, (x) a base rate as set forth in the 2023 Credit Facility ~~includes an~~plus the Applicable Margin or (y) the BSBY Rate plus the Applicable Margin; and

•adjusts the annual commitment fee ~~payable quarterly in arrears, in~~to an amount, dependent on the amount of debt outstanding, between 12.5 and 25 basis points of the unused portion of the 2023 Credit Facility, from an amount between 15 and 20 basis points of the unused portion of the ~~line~~2021 Credit Facility.

Except as described above, the 2023 Credit Facility did not make any material changes to the principal terms of ~~credit as determined on~~the 2021 Credit Facility, including with respect to financial covenants. As a ~~daily basis, dependent on the amount of debt outstanding. In addition, the Company is~~result, we are subject to certain financial covenants, which include:

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

•Aa 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

Index

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

~~Index~~

As of October ~~29, 2022,~~28, 2023, we were in compliance with these covenants.

~~In addition, on April 7, 2022, the Company executed a First Amendment to the 2021 Credit Facility (the “First~~

Amendment”) and to the Modification Agreement, between the Company and its subsidiaries and Regions Bank. The First Amendment replaces LIBOR as the benchmark rate with the Bloomberg Short-Term Bank Yield (“BSBY”) Index Rate. Pursuant to the First Amendment, the 2021 Credit Facility carries an interest rate of BSBY plus 1.0% to 1.8% depending on specified leverage levels.

Activity against our credit facilities during the periods indicated are as follows (dollars in millions):


		October 29, 2022		January 29, 2022	October 30, 2021			October 28, 2023		January 28, 2023	October 29, 2022
		13-Weeks Ended	39-Weeks Ended	52-Weeks Ended	13-Weeks Ended	39-Weeks Ended		13-Weeks Ended	39-Weeks Ended	52-Weeks Ended	13-Weeks Ended	39-Weeks Ended
Number of days borrowings incurred	Number of days borrowings incurred	91	236	21	None	None	Number of days borrowings incurred	91	273	307	91	236
Average borrowing		$50.6	$39.3	$2.0	$—	$—
Maximum borrowing		$94.8	$110.0	$18.7	$—	$—
Average borrowings							Average borrowings	$71.2	$95.2	$40.8	$50.6	$39.3
Maximum borrowings							Maximum borrowings	$110.2	$134.1	$110.5	$94.8	$110.0
Average interest rate	Average interest rate	3.57%	2.54%	1.35%	—%	—%	Average interest rate	6.62%	6.26%	3.21%	3.57%	2.54%

At October ~~29, 2022,~~28, 2023, we had ~~net borrowings~~a balance of ~~$51.7~~$96.9 million and a total of ~~$73.3~~$63.1 million available to us under the 2023 Credit Facility.

6.5. 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				39-Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021			October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Stock-based compensation expense by type:	Stock-based compensation expense by type:									Stock-based compensation expense by type:
Stock options	Stock options	$	—	$	—	$	155	$	174	Stock options	$	—	$	—	$	220	$	155
Restricted stock units	Restricted stock units	1,269		1,126		4,881		4,005		Restricted stock units	1,112		1,269		4,033		4,881
Employee stock purchases	Employee stock purchases	69		47		304		156		Employee stock purchases	92		69		280		304
Director deferred compensation	Director deferred compensation	26		17		67		38		Director deferred compensation	26		26		79		67
Total stock-based compensation expense	Total stock-based compensation expense	1,364		1,190		5,407		4,373		Total stock-based compensation expense	1,230		1,364		4,612		5,407
Income tax benefit recognized	Income tax benefit recognized	321		284		1,247		1,047		Income tax benefit recognized	245		321		1,022		1,247
Stock-based compensation expense, net of income tax	Stock-based compensation expense, net of income tax	$	1,043	$	906	$	4,160	$	3,326	Stock-based compensation expense, net of income tax	$	985	$	1,043	$	3,590	$	4,160

Expense for restricted stock units is shown net of forfeitures, which were immaterial for the 13-weeks and 39-weeks ended October ~~29, 2022~~28, 2023 and October ~~30, 2021.~~29, 2022.

We granted the following equity awards:


		13-Weeks Ended		39-Weeks Ended			13-Weeks Ended		39-Weeks Ended
		October 29, 2022	October 30, 2021	October 29, 2022	October 30, 2021		October 28, 2023	October 29, 2022	October 28, 2023	October 29, 2022
Stock options	Stock options	—	—	7,212	4,384	Stock options	—	—	8,188	7,212
Restricted stock unit awards	Restricted stock unit awards	1,469	—	110,990	62,031	Restricted stock unit awards	3,390	1,469	81,905	110,990
Performance-based restricted stock unit awards	Performance-based restricted stock unit awards	—	—	49,978	22,492	Performance-based restricted stock unit awards	—	—	39,567	49,978
Deferred stock units	Deferred stock units	510	228	1,447	486	Deferred stock units	553	510	1,708	1,447

~~Index~~

At October ~~29, 2022,~~28, 2023, the total compensation cost not yet recognized related to unvested restricted stock unit awards was ~~$8.8~~$6.7 million and the weighted-average period over which such awards are expected to be recognized was ~~1.9~~1.8 years. There were no unrecognized compensation costs related to unvested stock options at October ~~29, 2022.~~28, 2023.

Index

Details of stock options ~~were~~ granted, ~~during~~exercise price per share and the ~~13-weeks ended October 29, 2022 or October 30, 2021. The~~ weighted-average grant date fair value ~~of stock options granted during the 39-weeks ended October 29, 2022 and October 30, 2021 was $21.46 and $39.73 per share, respectively.~~were as follows:


	13-Weeks Ended				39-Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Total stock options granted	—		—		8,188		7,212
Exercise price	$	—	$	—	$	58.38	$	46.22
Fair value of stock options	$	—	$	—	$	26.87	$	21.46

Under the Hibbett, Inc. Amended and Restated Non-Employee Director Equity Plan, no10,469 shares of our common stock were ~~awarded~~subject to awards granted during the ~~13-weeks~~39-weeks ended October ~~29, 2022~~28, 2023 and 6,388 shares of our common stock were awarded during the 39-weeks ended October 29, 2022. ~~No shares of our common stock were awarded during the 13-weeks or 39-weeks ended October 30, 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				39-Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021			October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Shares purchased	Shares purchased	6,408		2,495		28,033		12,003		Shares purchased	10,753		6,408		27,484		28,033
Average price per share	Average price per share	$	38.11	$	65.11	$	49.30	$	47.95	Average price per share	$	30.85	$	38.11	$	35.78	$	49.30
Weighted-average fair value at grant date	Weighted-average fair value at grant date	$	11.41	$	22.22	$	14.58	$	13.68	Weighted-average fair value at grant date	$	9.43	$	11.41	$	13.55	$	14.58

7.6. 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			13-Weeks Ended		39-Weeks Ended
		October 29, 2022	October 30, 2021	October 29, 2022	October 30, 2021		October 28, 2023	October 29, 2022	October 28, 2023	October 29, 2022
Weighted-average shares used in basic computations	Weighted-average shares used in basic computations	12,837	14,362	13,004	15,460	Weighted-average shares used in basic computations	12,224	12,837	12,554	13,004
Dilutive equity awards	Dilutive equity awards	365	613	354	622	Dilutive equity awards	184	365	226	354
Weighted-average shares used in diluted computations	Weighted-average shares used in diluted computations	13,202	14,975	13,358	16,082	Weighted-average shares used in diluted computations	12,408	13,202	12,780	13,358

For the 13-weeks ended October ~~29, 2022,~~28, 2023, we excluded ~~21,819~~42,452 options from the computations of diluted weighted-average common shares or common stock equivalents outstanding because of their anti-dilutive effect. For the 13-weeks ended October ~~30, 2021, no~~29, 2022, 21,819 options were excluded from the computation of diluted weighted-average common shares or common share ~~equivalents.~~equivalents outstanding because of their anti-dilutive effect.

For the 13-weeks ended October ~~29, 2022~~28, 2023 and October ~~30, 2021,~~29, 2022, we also excluded ~~72,472~~56,354 and ~~55,084~~72,472 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 ~~29, 2022~~28, 2023 and October ~~30, 2021,~~29, 2022, respectively. Assuming the ~~performance-criteria~~performance criteria had been achieved as of October 28, 2023, the incremental dilutive impact would have been 36,700 shares. There would have been 14,411 dilutive impact on shares assuming the performance criteria had been achieved as of October 29, ~~2022 and October 30, 2021, the incremental impact would have been 14,411 shares and 19,917 shares, respectively.~~2022.

8.7. Stock Repurchase Program

~~On May 26, 2021, the~~Our Board of Directors (the "Board") has authorized ~~the expansion and extension of our existing Stock Repurchase Program~~a stock repurchase program (the "Repurchase Program") since August 2004; replacing, amending, renewing and extending the Repurchase Program periodically. In the most recent amendment in May 2021, the Board authorized an expansion of 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.

Index

repurchase our common stock through February 1, 2025.

The Repurchase 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 Repurchase Program, we also acquire shares of our common stock from holders of restricted stock unit awards to satisfy withholding tax requirements due at vesting. Neither excise taxes nor the cost of shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements reduces the authorized amount of repurchases under the Repurchase Program.

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 (dollars in thousands):


		13-Weeks Ended				39-Weeks Ended					13-Weeks Ended				39-Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021			October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Common stock repurchased under the Repurchase Program	Common stock repurchased under the Repurchase Program	160,637		1,427,314		797,033		2,953,860		Common stock repurchased under the Repurchase Program	707,621		160,637		1,162,130		797,033
Aggregate cost of repurchases under the Repurchase Program	Aggregate cost of repurchases under the Repurchase Program	$	9,049	$	117,850	$	38,458	$	238,327	Aggregate cost of repurchases under the Repurchase Program	$	31,999	$	9,049	$	53,211	$	38,458
Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements	Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements	208		—		46,201		45,245		Shares acquired from holders of restricted stock unit awards to satisfy tax withholding requirements	373		208		47,550		46,201
Tax withholding requirement from holders of restricted stock unit awards	Tax withholding requirement from holders of restricted stock unit awards	$	12	$	—	$	2,081	$	3,177	Tax withholding requirement from holders of restricted stock unit awards	$	17	$	12	$	2,849	$	2,081
Excise tax on stock repurchases										Excise tax on stock repurchases	$	314	$	—	$	429	$	—

As of October ~~29, 2022,~~28, 2023, we had approximately ~~$330.1~~$276.9 million remaining under the Repurchase Program for stock repurchases.

9.8. Dividends

In June 2021, the Board instituted a recurring quarterly cash dividend. Since inception, our quarterly dividend ~~with the first cash dividend made on July 20, 2021. During the 13-weeks ended October 29, 2022, we paid cash dividends of $3.2 million under one declaration of~~has been $0.25 per share of common stock outstanding as of the record date. During the 39-weeks ended October 29, 2022, we paid cash dividends of $9.7 million under three declarations for a total of $0.75 per share of common stock outstanding as of the record dates.share.

~~During the 13-weeks ended October 30, 2021, we~~Cash dividends paid ~~cash dividends of $3.7 million under one declaration of $0.25 per share of common stock outstanding~~were as of the record date. During the 39-weeks ended October 30, 2021, we paid cash dividends of $7.5 million under two declarations for a total of $0.50 per share of common stock outstanding as of the record date.follows:

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.


	13-Weeks Ended		39-Weeks Ended
	October 28, 2023	October 29, 2022	October 28, 2023	October 29, 2022

Cash dividends paid (in millions)	$3.1	$3.2	$9.4	$9.7
Total paid per share during period	$0.25	$0.25	$0.75	$0.75

~~Subsequent to October 29, 2022,~~Subsequently, on November ~~22, 2022,~~20, 2023, the Board declared a cash dividend of $0.25 per common share, payable on December ~~20, 2022,~~19, 2023, to stockholders of record at the close of business on December ~~8, 2022.~~7, 2023. The estimated aggregate payment is expected to be ~~$3.2~~approximately $2.9 million.

~~10.~~9. 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

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other amounts material to the Company's annual consolidated financial statements. No material amounts were accrued at October ~~29, 2022,~~28, 2023, January ~~29, 2022,~~28, 2023, or October ~~30, 2021~~29, 2022 pertaining to legal proceedings or other contingencies.

~~11.~~10. 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

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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.

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.

At October ~~29, 2022,~~28, 2023, January ~~29, 2022,~~28, 2023, and October ~~30, 2021,~~29, 2022, the liability 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 2020 or by most state taxing jurisdictions for years prior to Fiscal 2019.

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

Preferred Growth Properties, LLC ("PGP")

The Company leases one store under a lease arrangement with ~~Preferred Growth Properties, LLC,~~PGP, a wholly owned subsidiary of Books-A-Million, Inc. ("BAMM"). One of our ~~Directors~~directors 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, 2027. Minimum lease payments remaining under the lease at October ~~29, 2022~~28, 2023 and October ~~30, 2021~~29, 2022 were immaterial.

T.I.G. Management, LLC ("TIG")

TIG performs certain new store and store remodel construction for the Company and is 70% owned by a close relative of the Company's President and CEO. For the 13-weeks ended October ~~29, 2022~~28, 2023 and October ~~30, 2021,~~29, 2022, payments to TIG for its services were ~~$3.1~~$1.6 million and ~~$1.8~~$3.1 million, respectively. For the 39-weeks ended October ~~29, 2022~~28, 2023 and October ~~30, 2021,~~29, 2022, payments to TIG for its services were ~~$8.3~~$4.7 million and ~~$4.4~~$8.3 million, respectively. The amount outstanding to TIG, included in accounts payable on our unaudited condensed consolidated balance sheets at October ~~29, 2022,~~28, 2023, January ~~29, 2022,~~28, 2023, and October ~~30, 2021,~~29, 2022, was immaterial.

Retail Security Gates, LLC ("RSG")

RSG provides specially manufactured store front security gates used in certain of our store locations and is 50% owned by a close relative of the Company's President and CEO. For the 13-weeks ended October ~~29, 2022~~28, 2023 and October ~~30, 2021,~~29, 2022, payments to RSG were ~~$0.3~~$0.1 million and ~~$0.1~~$0.3 million, respectively. For the 39-weeks ended October ~~29, 2022~~28, 2023 and October ~~30, 2021,~~29, 2022, payments to RSG were ~~$0.8~~$0.5 million and ~~$0.2~~$0.8 million, respectively. The amount outstanding to RSG, included in accounts payable on our unaudited condensed consolidated balance sheets at October ~~29, 2022,~~28, 2023, January ~~29, 2022~~28, 2023 and October ~~30, 2021,~~29, 2022, was immaterial.

Our President and CEO also had a membership interest in a contingent earnout (the "Earnout") related to the 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 addition to the aggregate consideration payable to the sellers of City Gear, LLC in November 2018. Pursuant to the Membership Interest and Warrant Purchase Agreement dated October 29, 2018, and based on Fiscal 2021 financial results, the former members and warrant holders of City Gear were entitled to and were paid the Earnout payment of $15.0 million in April 2021. The share of the Earnout payment made to our President and CEO was approximately 22.8% or approximately $3.4 million.

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”~~“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 COVID-19 on our business, operations and financial results;~~

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•~~the uncertainty of future stimulus payments and extended unemployment benefits, if any, and the related effects on consumer demand for our products and our overall 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

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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");~~Repurchase Program;

•our relationships with vendors, including their ability to provide us with sufficient quantities of in-demand product, and the loss of key vendor support;

•the possible effects of inflation, market decline and other economic changes, such as increasing interest rates, on our costs and profitability;

•our ability to retain key personnel and other employees at Hibbett and City Gear due to current labor challenges, wage inflation 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, including increased freight, fuel and other transportation costs, 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 seasonal sales patterns, expectations and assumptions concerning customer buying behavior;

•our ability to attract and retain new customers;

•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 and rules issued by the U.S. Securities and Exchange Commission (the "SEC");

•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 impact of technology on our operations and business, including the expanded use of artificial intelligence applications, 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 and 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 ~~29, 2022,~~28, 2023, filed with the SEC on March ~~25, 2022~~24, 2023 (the ~~"2022~~"2023 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.

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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.

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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 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

The Company periodically provides certain information for investors on its corporate website www.hibbett.com, and its investor relations website www.investors.hibbett.com. This includes press releases and other information about financial performance, information on environmental, social and corporate governance matters, and details related to the Company's annual meeting of stockholders. The information contained on the websites referenced in this Form 10-Q is not incorporated by reference into this filing. Further, the Company's references to website URLs are intended to be inactive textual references only.

General Overview

Hibbett, headquartered in Birmingham, Alabama, is a leading athletic-inspired fashion retailer, primarily located in underserved communities. Founded in 1945, Hibbett has a rich history of convenient locations, personalized customer service and access to coveted footwear, apparel and ~~apparel~~equipment from top brands like Nike, Jordan and adidas.

As of October ~~29, 2022,~~28, 2023, we operated a total of ~~1,126~~1,158 retail stores under the Hibbett, City Gear and Sports Additions banners in 36 states:


			Location					Location
Brand	Brand	Average Square Footage	Strip Center(1)	Mall	Total	Brand	Average Square Footage	Strip Center(1)	Mall	Total
Hibbett	Hibbett	5,800	745	180	925	Hibbett	5,800	776	175	951
City Gear	City Gear	5,200	148	37	185	City Gear	5,200	154	37	191
Sports Additions(2)	Sports Additions(2)	2,900	3	13	16	Sports Additions(2)	2,900	3	13	16

(1) Strip centers include free-standing stores and, for our Hibbett locations, are usually near a major chain retailer.

(2) Approximately 90% of the merchandise carried in our Sports Additions stores is athletic footwear.

Our merchandising emphasizes a TOE-TO-HEADTM® approach. We provide a broad assortment of premium brand name footwear, apparel, accessories and team sports equipment at competitive prices in a full service omni-channel environment. We believe that the assortment of brand name merchandise we offer consistently exceeds the merchandise selection carried by most of our competitors, particularly in our underserved markets and neighborhood centers. Many of these brand name products have limited availability and/or are technical in nature requiring considerable sales assistance. We coordinate with our vendors to educate our sales staff at the store level on new products and trends. In October 2023, we announced the launch of a new Connected Partnership with Nike that will directly connect Hibbett's and Nike's loyalty programs, providing Hibbett customers with a variety of new benefits and elevated retail experiences when they purchase Nike and Jordan products through Hibbett.

Comparable Store Sales - Stores deemed as comparable stores include our Hibbett, City Gear and Sports Additions stores open throughout the reporting period and the corresponding prior fiscal period referenced, 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~~established 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.

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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~~reopened for 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 for a full 12 months under the new brand.

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In addition to e-commerce sales, we included the following number of stores in comparable store sales:


		October 29, 2022	October 30, 2021		October 28, 2023	October 29, 2022
13-weeks ended	13-weeks ended	1,074	1,047	13-weeks ended	1,108	1,074
39-weeks ended	39-weeks ended	1,057	1,035	39-weeks ended	1,085	1,057

Executive Summary

~~Sales performance~~Following is a highlight of our financial results for the ~~current quarter and year-to-date~~ periods is being compared to both Fiscal 2022 (13-weeks and 39-weeks ended October 30, 2021) and Fiscal 2020 (13-weeks and 39-weeks ended November 2, 2019). We believe that stimulus funds in the first half of Fiscal 2022 provided a significant boost to sales. In addition, the onset of the COVID-19 pandemic had a substantial negative impact on the first quarter of Fiscal 2021 and was followed by stimulus payments in the second quarter of Fiscal 2021 that drove a sharp increase in sales. Due to the unusual impact of these events on both Fiscal 2022 and Fiscal 2021 sales results, we believe sales performance in relation to Fiscal 2020 provides the most relevant comparison prior to the effects of the pandemic.presented:

Net sales for the 13-weeks ended October 29, 2022, increased 13.5% to $433.2 million compared with $381.7 million for the 13-weeks ended October 30, 2021. A significant improvement in footwear inventory was a primary driver of the year-over-year increase and the mix shift between footwear and apparel. Comparable store sales increased 9.9% versus the prior year and increased 51.7% compared to the 13-weeks ended November 2, 2019. Brick and mortar comparable store sales were up 7.9% while e-commerce sales increased 22.0% on a year-over-year basis. In relation to the 13-weeks ended November 2, 2019, brick and mortar comparable sales increased 42.5% and e-commerce sales grew 124.7%. E-commerce represented 15.0% of total net sales for the 13-weeks ended October 29, 2022, compared to 14.0% in the prior year 13-weeks ended October 30, 2021, and 10.5% of total net sales for the 13-weeks ended November 2, 2019.

Net sales for the 39-weeks ended October 29, 2022, decreased 4.4% to $1.25 billion compared with $1.31 billion for the 39-weeks ended October 30, 2021. Comparable store sales decreased 7.4% versus the 39-weeks ended October 30, 2021, but increased by 41.3% compared to the 39-weeks ended November 2, 2019. Brick and mortar comparable store sales declined 10.2% while e-commerce sales increased 11.2% compared to the 39-weeks ended October 30, 2021. In relation to the 39-weeks ended November 2, 2019, brick and mortar sales increased 31.0% and e-commerce sales grew 135.5% over the three-year period. E-commerce represented 14.9% of total net sales for the 39-weeks ended October 29, 2022, compared to 12.8% in the 39-weeks ended October 30, 2021, and 9.1% of total net sales for the 39-weeks ended November 2, 2019.

Store operating, selling, and administrative ("SG&A") expenses were 23.9% of net sales for the 13-weeks ended October 29, 2022, compared with 25.2% of net sales for the 13-weeks ended October 30, 2021. The decrease is primarily the result of leverage resulting from year-over-year sales increase. SG&A expenses were 23.2% of net sales for the 39-weeks ended October 29, 2022, compared with 21.5% of net sales for the 39-weeks ended October 30, 2021. This deleverage was primarily the result of the year-over-year sales decline.


	13-Weeks Ended						39-Weeks Ended
	October 28, 2023			October 29, 2022			October 28, 2023			October 29, 2022
Net sales (in millions)	$	431.9		$	433.2		$	1,262.3		$	1,250.0
E-commerce, percentage to net sales	17.0		%	15.0		%	15.2		%	14.9		%
Operating income, percentage to sales	8.0		%	7.9		%	7.6		%	9.4		%
Comparable store sales	(2.7)		%	9.9		%	(1.9)		%	(7.4)		%
Brick and mortar comparable store sales	(5.4)		%	7.9		%	(2.7)		%	(10.2)		%
E-commerce comparable sales	12.6		%	22.0		%	2.9		%	11.2		%
Net income (in millions)	$	25.5		$	25.6		$	72.3		$	89.6
Net income, percentage to net sales	5.9		%	5.9		%	5.7		%	7.2		%
Diluted earnings per share	$	2.05		$	1.94		$	5.66		$	6.71

During the 13-weeks ended October ~~29, 2022,~~28, 2023, we opened 1112 new stores and closed two underperforming stores. This brings the store base to ~~1,126~~1,158 in 36 states as of October ~~29, 2022. We closed the 13-weeks ended~~28, 2023. At October ~~29, 2022, with $25.1~~28, 2023, we had $29.6 million of available cash and cash equivalents and ~~$73.3~~$63.1 million available under our 2023 Credit Facility. Net inventory was ~~$404.8~~$398.1 million at October ~~29, 2022,~~28, 2023, a ~~56.4% increase~~1.7% decrease compared to October ~~30, 2021~~29, 2022 and ~~up 83.0%~~down 5.4% from the beginning of the fiscal year.

~~The improved inventory position,~~ In comparison to the prior-year quarter, units on hand have declined by approximately 10% with decreases in ~~addition to investments that elevate~~both footwear and apparel. Inventory units on hand have declined by approximately 7% since the ~~customer experience and our ability to stay connected with and relevant to our underserved customers and communities, continues to strengthen and broaden our relationships with key vendor partners.~~beginning of the fiscal year.

Critical Accounting Policies and Estimates

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

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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 ~~2022~~2023 Annual Report. There have been no changes in our accounting policies in the ~~current period~~13-weeks ended October ~~29, 2022,~~28, 2023, 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 ~~29, 2022,~~28, 2023, 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						39-Weeks Ended
		October 29, 2022			October 30, 2021			October 29, 2022			October 30, 2021				October 28, 2023			October 29, 2022			October 28, 2023			October 29, 2022
Statements of Operations	Statements of Operations													Statements of Operations
Net sales increase (decrease)		13.5		%	15.2		%	(4.4)		%	25.4		%
Comparable store sales increase (decrease)		9.9		%	13.0		%	(7.4)		%	24.1		%
Net sales (decrease) increase														Net sales (decrease) increase	(0.3)		%	13.5		%	1.0		%	(4.4)		%
Comparable store sales decrease														Comparable store sales decrease	(2.7)		%	9.9		%	(1.9)		%	(7.4)		%

Balance Sheets	Balance Sheets													Balance Sheets
Ending cash and cash equivalents (in thousands)	Ending cash and cash equivalents (in thousands)	$	25,114		$	29,749								Ending cash and cash equivalents (in thousands)	$	29,580		$	25,114
Average inventory per store	Average inventory per store	$	359,520		$	238,342								Average inventory per store	$	343,788		$	359,520

Store Information	Store Information													Store Information
Beginning of period	Beginning of period	1,117			1,080			1,096			1,067			Beginning of period	1,148			1,117			1,133			1,096
New stores opened	New stores opened	11			7			33			24			New stores opened	12			11			30			33
Rebranded stores	Rebranded stores	—			—			1			—			Rebranded stores	—			—			—			1
Stores closed	Stores closed	(2)			(1)			(4)			(5)			Stores closed	(2)			(2)			(5)			(4)
End of period	End of period	1,126			1,086			1,126			1,086			End of period	1,158			1,126			1,158			1,126

Estimated square footage at end of period (in thousands)	Estimated square footage at end of period (in thousands)	6,376			6,131									Estimated square footage at end of period (in thousands)	6,569			6,376

Share Repurchase Information(1)	Share Repurchase Information(1)													Share Repurchase Information(1)
Shares purchased under our Repurchase Program	Shares purchased under our Repurchase Program	160,637			1,427,314			797,033			2,953,860			Shares purchased under our Repurchase Program	707,621			160,637			1,162,130			797,033
Cost (in thousands)	Cost (in thousands)	$	9,049		$	117,850		$	38,458		$	238,327		Cost (in thousands)	$	31,999		$	9,049		$	53,211		$	38,458
Settlement of net share equity awards	Settlement of net share equity awards	208			—			46,201			45,245			Settlement of net share equity awards	373			208			47,550			46,201
Cost (in thousands)	Cost (in thousands)	$	12		$	—		$	2,081		$	3,177		Cost (in thousands)	$	17		$	12		$	2,849		$	2,081

Dividend Information														Dividend Information
Number of declarations														Number of declarations	1			1			3			3
Cash paid (in thousands)														Cash paid (in thousands)	$	3,088		$	3,199		$	9,427		$	9,699
Total paid per share														Total paid per share	$	0.25		$	0.25		$	0.75		$	0.75

(1) Excludes excise taxes for the 13-weeks and 39-weeks ended October 28, 2023.

13-Weeks Ended October ~~29, 2022~~28, 2023 Compared to 13-Weeks Ended October ~~30, 2021~~29, 2022

Net Sales

Net sales for the 13-weeks ended October ~~29, 2022, increased 13.5%~~28, 2023, decreased 0.3% to ~~$433.2~~$431.9 million compared with ~~$381.7~~$433.2 million for the 13-weeks ended October ~~30, 2021. A significant improvement in footwear inventory was a primary driver of the year-over-year increase and the mix shift between footwear and apparel.~~29, 2022. Comparable store sales ~~increased 9.9%~~decreased 2.7% versus the ~~prior year and increased 51.7% compared to the 13-weeks ended October 31, 2019 ("Fiscal 2020"), the most relevant comparable period prior to the COVID-19 pandemic.~~prior-year period. Brick and mortar comparable store sales ~~were up 7.9%~~declined 5.4% while e-commerce sales increased ~~22.0%~~12.6% on a year-over-year basis. ~~In relation to the 13-weeks ended October 31, 2019, brick and mortar comparable sales increased 42.5% and e-commerce sales grew 124.7%.~~ E-commerce represented ~~15.0%~~17.0% of total net sales for the 13-weeks ended October 28, 2023, compared to 15.0% in the 13-weeks ended October 29, 2022.

Footwear remained the strongest category during the quarter and increased 4.3% to $306.9 million as compared with $294.1 million for the prior-year period. Results were impacted by a favorable back-to school period early in the quarter and a more consistent launch calendar compared to the prior-year period. Apparel for the quarter decreased 22.4% to $72.3 million as compared with $93.1 million for the prior-year period and continues to be adversely affected by promotional activity due to elevated inventory levels in the market.

Index

~~29, 2022, compared to 14.0% in the prior year 13-weeks ended October 30, 2021, and 10.5%~~Gross Margin

Gross margin was 33.9% of ~~total~~ net sales for the 13-weeks ended ~~November 2, 2019.~~

~~Gross Margin~~

~~Gross margin was~~October 28, 2023, compared with 34.3% of net sales for the 13-weeks ended October 29, 2022. The approximate 40 basis point decline was driven primarily by lower average product margin which was approximately 130 basis points below the prior-year period. The unfavorable product margin was driven mainly by higher promotional activity across both footwear and apparel. In addition, the slight year-over-year sales decline resulted in deleverage of store occupancy costs of approximately 40 basis points. These unfavorable gross margin impacts were partially offset by lower freight, shipping, shrink and logistics expenses as a percent of sales in comparison to the 13-weeks ended October 29, 2022 ~~compared with 36.3%~~.

Store Operating, Selling and Administrative ("SG&A") Expenses

SG&A expenses were 23.0% of net sales for the 13-weeks ended October 30, 2021. The approximate 200 basis point decline was driven by lower average product margin of approximately 245 basis points partially offset by expense leverage in our logistics operations of approximately 45 basis points. Product margin decreases are the result of increased promotional activity, primarily on apparel, and a higher mix of e-commerce sales which carry a lower margin than brick and mortar sales. Expense leverage in our logistics operations was due to higher sales in the current quarter and the timing of expenses related to repairs and maintenance and supplies. Freight costs as a percent of sales28, 2023, compared ~~to the prior year increased by approximately 10 basis points but this was offset by approximately 10 basis points of store occupancy leverage.~~

~~SG&A Expenses~~

~~SG&A expenses were~~with 23.9% of net sales for the 13-weeks ended October 29, ~~2022, compared with 25.2%~~2022. The decrease of ~~net sales for the 13-weeks ended October 30, 2021. This approximate 130~~approximately 90 basis ~~point decrease~~points is primarily the result of ~~leverage from the year-over-year sales increase. Although wage inflation continues to be a headwind, other spend~~continued focus on expense management, including improved efficiency of store labor and strategic reductions in discretionary expense categories such as ~~medical expenses,~~ professional fees ~~repairs~~ and ~~maintenance~~advertising. These initiatives have more than offset the impacts of inflation on wages, goods and ~~supplies were favorable.~~services, and deleverage from slightly lower sales volume.

Depreciation and Amortization

Depreciation and amortization of ~~$11.0~~$12.5 million increased by approximately 2040 basis points as a percentage of net sales for the 13-weeks ended October ~~29, 2022,~~28, 2023, compared to the 13-weeks ended October ~~30, 2021.~~29, 2022. The increase in depreciation and amortization expense ~~was mainly due to~~reflects increased capital investment on ~~organic growth opportunities~~store development, technology initiatives and various infrastructure ~~projects.~~projects over the last three fiscal years.

Provision for Income Taxes

The combined federal, state, and local effective income tax rate as a percentage of pre-tax income was 23.6% for the 13-weeks ended October 28, 2023, and was 24.2% for the 13-weeks ended October 29, ~~2022, and was 24.5% for the 13-weeks ended October 30, 2021.~~2022. 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

Net income for the 13-weeks ended October ~~29, 2022,~~28, 2023, was ~~$25.6~~$25.5 million, or ~~$1.94~~$2.05 per diluted share compared with net income of ~~$25.2~~$25.6 million, or ~~$1.68~~$1.94 per diluted share for the 13-weeks ended October ~~30, 2021.~~29, 2022.

39-Weeks Ended October ~~29, 2022~~28, 2023 Compared to 39-Weeks Ended October ~~30, 2021~~29, 2022

Net Sales

Net sales for the 39-weeks ended October ~~29, 2022, decreased 4.4%~~28, 2023, increased 1.0% to ~~$1.25~~$1.26 billion compared with ~~$1.31~~$1.25 billion for the 39-weeks ended October ~~30, 2021.~~29, 2022. Comparable store sales decreased ~~7.4%~~1.9% versus the 39-weeks ended October ~~30, 2021, but increased by 41.3% compared to the 39-weeks ended October 31, 2019.~~29, 2022. Brick and mortar comparable store sales declined ~~10.2%~~2.7% while e-commerce sales increased ~~11.2%~~2.9% compared to the 39-weeks ended October ~~30, 2021. In relation to the 39-weeks ended October 31, 2019, brick and mortar sales increased 31.0% and e-commerce sales grew 135.5% over the three-year period.~~29, 2022. E-commerce represented ~~14.9%~~15.2% of total net sales for the 39-weeks ended October ~~29, 2022,~~28, 2023, compared to ~~12.8%~~14.9% in the 39-weeks ended October ~~30, 2021, and 9.1% of total net sales~~29, 2022.

Footwear increased 8.0% to $884.2 million as compared with $818.7 million for the ~~39-weeks ended November 2, 2019.~~prior-year period. Apparel decreased 22.5% to $231.2 million as compared with $298.4 million for the prior-year period.

Gross Margin

Gross margin was $422.9 million, or 33.5% of net sales for the 39-weeks ended October 28, 2023, compared with $440.7 million, or 35.3% of net sales for the 39-weeks ended October 29, ~~2022, compared with $511.8 million, or 39.1% of net sales for the 39-weeks ended October 30, 2021.~~2022. The approximate ~~380~~180 basis point decline was ~~primarily~~ due to ~~several factors. Product~~lower average product margin ~~declined by~~of approximately ~~225~~240 basis points due to promotional activity, primarily in apparel, and a higher mix of e-commerce sales which carry a lower margin than brick & mortar sales. Freight and transportation costs increased by approximately 90 basis points. This was driven by higher fuel costs and an approximate 40 basis point increase in ~~our e-commerce mix. In addition, deleverage of~~ store occupancy costs. Freight, shipping and logistics costs have improved as a percent of ~~approximately 90~~sales on a year-over-year basis, ~~points resulting from~~partially offsetting the ~~year-over-year decline in~~unfavorable average product margin and store occupancy performance.

Index

total sales coupled with higher rent and utility costs. These unfavorable impacts to gross margin were partially offset by expense leverage of approximately 25 basis points in our logistics operations.

SG&A Expenses

SG&A expenses were 23.0% of net sales for the 39-weeks ended October 28, 2023, compared with 23.2% of net sales for the 39-weeks ended October 29, ~~2022, compared with 21.5% of net sales for the 39-weeks ended October 30, 2021. This approximate 170~~2022. The 20 basis point ~~increase is~~decrease was primarily ~~the result of deleverage from the lower current year revenue. Expense categories such as wages, data processing,~~due to strategic reductions in advertising and ~~general supplies necessary to support a larger store base and increased e-commerce activity contributed to the increase in SG&A.~~professional fees.

Depreciation and Amortization

Depreciation and amortization of ~~$32.5~~$36.2 million increased approximately 6530 basis points as a percentage of net sales for the 39-weeks ended October ~~29, 2022,~~28, 2023, compared to the 39-weeks ended October ~~30, 2021.~~29, 2022. The increase in depreciation and amortization expense reflects ~~the~~our continued commitment to invest in organic growth opportunities and infrastructure improvement projects.

Provision for Income Taxes

The combined federal, state, and local effective income tax rate as a percentage of pre-tax income was ~~23.3%~~21.5% for the 39-weeks ended October ~~29, 2022~~28, 2023 and was ~~23.5%~~23.3% of pre-tax income for the 39-weeks ended October ~~30, 2021.~~29, 2022. The annualized 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.

Liquidity and Capital Resources

~~COVID-19 and Other~~ Macroeconomic Factors

We continue to monitor the impacts of inflation, higher interest rates, a more cautious consumer, the ~~COVID-19 pandemic,~~ongoing promotional environment, potential reduction or deferral of discretionary purchases, a tight labor market, excess inventory of apparel and select footwear styles in the ~~inflationary economic environment, supply chain disruptions, labor shortages~~marketplace and geopolitical conflicts on our business. The positive sales impact of pandemic-related stimulus payments and incremental unemployment benefits in the previous two fiscal years began moderating in the fourth quarter of Fiscal 2022. These factors have had very little impact on Fiscal 2023 results. We have experienced significant input cost inflation for commodities, freight and transportation, and labor in the current year. We continue to monitor these headwinds.

We ended the third quarter of Fiscal ~~2022~~2024 with ~~$25.1~~$29.6 million of available cash and cash equivalents on the unaudited condensed consolidated balance sheet. As of October ~~29, 2022,~~28, 2023, we had ~~$51.7~~$96.9 million of debt outstanding and ~~$73.3~~$63.1 million available to us under the 2023 Credit Facility, discussed in Note 5,4, Debt, to the unaudited condensed consolidated financial statements.

Inventory at October ~~29, 2022~~28, 2023 was ~~$404.8~~$398.1 million, a ~~56.4% increase~~1.7% decrease compared to October ~~30, 2021,~~29, 2022, and ~~an 83.0% increase~~a 5.4% decrease from the beginning of the fiscal year. ~~Supply chain disruptions that impacted inventory availability~~Inventory units on hand have declined due to strong footwear sales and the ongoing liquidation of apparel items in ~~the prior year have moderated. In addition, higher order quantities resulting from our increased sales volume,~~ a ~~more consistent flow of goods and strong relationships with our vendor partners have allowed us to build inventory to a level that better supports anticipated customer demand.~~highly promotional environment.

Analysis of Cash Flows

Our capital requirements relate primarily to funding capital expenditures, stock repurchases, dividends, the maintenance of facilities 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~~increase as we approach our three main selling seasons. Tax refund timing and the ~~beginning~~spring sports season occurs primarily in February and March. The back-to-school season typically starts in late July and runs into August. The holiday season traditionally begins in November and continues through the month of ~~the fourth quarters of our fiscal year.~~December. Historically, we have funded our cash requirements primarily through our cash flow from operations and from borrowings under our credit ~~facilities.~~facility.

We believe that our existing cash balances, expected cash flow from operations, funds available under the 2023 Credit Facility, operating and finance leases and normal trade credit will be sufficient to fund our operations and capital expenditures for the next 12 months and for the foreseeable future. We are not aware of any trends or events that would materially affect our capital requirements or liquidity.

Index

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


		39-Weeks Ended					39-Weeks Ended
		October 29, 2022		October 30, 2021			October 28, 2023		October 29, 2022
Net cash provided by operating activities	Net cash provided by operating activities	$	52,400	$	111,988	Net cash provided by operating activities	$	52,352	$	52,400
Net cash used in investing activities	Net cash used in investing activities	(46,525)		(42,981)		Net cash used in investing activities	(34,559)		(46,525)
Net cash provided by (used in) financing activities		2,185		(248,548)
Net increase (decrease) in cash and cash equivalents		$	8,060	$	(179,541)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(4,228)		2,185
Net increase in cash and cash equivalents						Net increase in cash and cash equivalents	$	13,565	$	8,060

Operating Activities

Cash flow from operations is seasonal in our business. Typically, we use cash flow from operations to ~~increase~~build inventory in advance of peak selling ~~seasons, such as winter holidays,~~periods including the spring sales ~~period~~season driven by tax refunds and spring sports, the late summer back-to-school ~~shopping.~~and fall sports shopping season and the traditional winter holidays. 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 $52.4 million for the 39-weeks ended October ~~29, 2022,~~28, 2023, compared with net cash provided by operating activities of ~~$112.0~~$52.4 million for the 39-weeks ended October ~~30, 2021.~~29, 2022. Operating activities consist primarily of net income adjusted for certain non-cash items and changes in operating assets and liabilities as noted in the bullets below.

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

•~~The contingent earnout~~Non-cash stock-based compensation expense fluctuates with the number of the equity eligible employees, achievement of performance-based equity awards at greater or lesser than their target level, fluctuations in the ~~prior year represented $15.0 million paid during the 39-weeks ended October 30, 2021, to the former members~~price of our common stock and ~~warrant holders~~levels of ~~City Gear for achievement of previously defined financial goals~~forfeitures 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 represented the fair value of the long-term portion of the contingent earnout booked through the purchase price allocation.any given period.

•Inventory balances in the current year have ~~continued building from levels that were not sufficient to support~~decreased. Strong footwear sales ~~growth and customer demand. Inventory levels in~~coupled with ongoing liquidation of apparel are 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.~~main drivers of this decrease.

•~~The change~~Changes in accounts payable isare primarily due ~~mainly~~ to the timing of payments in relation to inventory receipts.

•~~The change~~Changes in other assets and liabilities isare primarily due ~~primarily~~ to the timing of payments related to payroll and changes in incentive-based obligations.

Investing Activities

Net cash used in investing activities in the 39-weeks ended October ~~29, 2022,~~28, 2023, totaled ~~$46.5~~$34.6 million compared with net cash used in investing activities of ~~$43.0~~$46.5 million in the 39-weeks ended October ~~30, 2021.~~29, 2022. Capital expenditures used $37.2 million of cash in the 39-weeks ended October 28, 2023, versus $47.5 million of cash in the 39-weeks ended October 29, ~~2022, versus $43.9 million of cash in the 39-weeks ended October 30, 2021.~~2022. Capital expenditures ~~are~~in both periods primarily ~~related to opening new~~consisted of store development (new stores, ~~remodeling, expanding or relocating existing stores,~~relocation, remodels and ~~continued investment in~~expansions), technology ~~initiatives~~ and ~~corporate infrastructure.~~infrastructure projects.

We opened ~~33 new stores and rebranded one existing store during the 39-weeks ended October 29, 2022, as compared to opening 24~~30 new stores during the 39-weeks ended October ~~30, 2021.~~28, 2023, as compared to opening 33 new stores during the 39-weeks ended October 29, 2022. In addition, one existing store was rebranded during the 39-weeks ended October 29, 2022.

~~We anticipate that our~~Our capital expenditures for the fiscal year ending ~~January 28, 2023, will~~February 3, 2024, are expected to be ~~approximately~~in the range of $60.0 million to $70.0 million, ~~and primarily related to:~~

•with the largest allocation focused on store development ~~including~~and improving the ~~opening of new stores and the remodeling, relocation or expansion of selected existing stores;~~

•~~additional technology and infrastructure investments; and~~

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

Financing Activities

Net cash ~~provided by~~used in financing activities was ~~$2.2~~$4.2 million in the 39-weeks ended October ~~29, 2022,~~28, 2023, compared to net cash ~~used in~~provided by financing activities of ~~$248.5~~$2.2 million in the ~~prior year~~prior-year period.

~~Index~~

During the 39-weeks ended October 28, 2023, we had net borrowings of $60.7 million against our credit facilities and have additional capacity of $63.1 million available under the 2023 Credit Facility at October 28, 2023. During the 39-weeks ended October 29, 2022, we had net borrowings of $51.7 million against our ~~Credit Facility and $73.3 million available under the Credit Facility at October 29, 2022. We did not have any borrowings under our facilities during the 39-weeks ended October 30, 2021.~~credit facilities. See Note 5,4, Debt, to the unaudited condensed consolidated financial statements for additional information.

Index

In the current year, we have repurchased ~~$38.5~~$53.2 million of our common stock under our Repurchase Program. This compares to ~~$238.3~~$38.5 million used to repurchase our common stock under our Repurchase Program in the same period of the prior year. See Note 8,7, Stock Repurchase Program, to the unaudited condensed consolidated financial statements for additional information.

During the 39-weeks ended October ~~29, 2022,~~28, 2023, we paid ~~$9.7~~$9.4 million of dividends to our stockholders compared to ~~$7.5~~$9.7 million during the 39-weeks ended October ~~30, 2021.~~29, 2022. On November ~~22, 2022,~~20, 2023, the Board declared a cash dividend of $0.25 per common share, payable on December ~~20, 2022,~~19, 2023, to stockholders of record at the close of business on December ~~8, 2022.~~7, 2023. The estimated payment is expected to be ~~$3.2~~$2.9 million. See Note 9,8, Dividends, to the unaudited condensed consolidated financial statements for additional information.

~~Based on~~Financing activities also consisted of proceeds from stock option exercises and employee stock purchase plan purchases. As stock options are exercised and shares are purchased through our ~~current operating plans, store forecasts, plans for~~employee stock purchase plan, we will continue to receive proceeds and expect a tax deduction; however, the ~~repurchase of our common stock,~~amounts 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 Credit Facility.timing cannot be predicted.

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. ~~In the previous two fiscal years, the COVID-19 pandemic impacted youth and high school team sports and resulted in some shifts of normal seasonal patterns during the periods presented.~~

Our operations are influenced by general economic conditions including periodic changes in the cost of products we sell. ~~More recently~~In Fiscal 2023 and Fiscal 2024 to-date, we have experienced accelerated wage inflation and increases in the cost of goods and services necessary to support our business. We ~~do not~~ believe ~~that inflation has had~~the current extended inflationary period is likely having a ~~long-term material~~negative impact on our results of operations, although the direct impact is difficult to quantify. We believe inflation, in addition to other macroeconomic pressures such as higher interest rates, are adversely influencing our target consumer’s shopping behavior. As a result of these pressures, we and other retailers are experiencing a more promotional environment and we believe there is a potential for reduced discretionary spending on our product assortment. Historically, we have generally been able to pass along a significant portion of product cost increases to our customers and deploy a number of mitigation strategies to offset other cost increase elements. However, as noted above, the current environment may make those strategies less effective.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our quantitative and qualitative market risks since January ~~29, 2022.~~28, 2023. For a discussion of the Company's exposure to market risk, refer to the Company's market risk disclosures set forth in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" of the Company's ~~2022~~2023 Annual ~~Report~~Report.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and 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)~~Act of 1934, as amended (the "Exchange Act")) as of October ~~29, 2022.~~28, 2023. 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.

There are inherent limitations in the effectiveness of any system of disclosure controls and procedures, including the potential for human error and the circumvention or overriding of the controls and procedures. An effective system of disclosure controls can therefore provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures can prevent or detect all errors or fraud. Finally, projections of any evaluation or assessment of effectiveness of a system of disclosure controls and procedures to future periods are subject to the risks that, over time, controls may become inadequate because of changes in a company's operating environment or degree of compliance with policies and procedures, as well as other factors that may be beyond management's control.

Index

Changes in Internal Control Over Financial Reporting

We have not identified any changes in our internal control over financial reporting that occurred during the period ended October ~~29, 2022,~~28, 2023, 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 ~~10,~~9, 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 ~~2022~~2023 Annual Report. If any of the risks described in our ~~2022~~2023 Annual Report were to actually occur, our business, results of operations, and financial results could be adversely affected. There ~~were~~have been no material changes to the risk factors disclosed in our ~~2022~~2023 Annual Report.

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 ~~29, 2022:~~28, 2023:

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)
July 31, 2022 - August 27, 2022 — $ — — $ 339,111
August 28, 2022 - October 1, 2022 115,163 $ 56.87 115,163 $ 332,562
October 2, 2022 - October 29, 2022 45,682 $ 54.98 45,474 $ 330,062
Total 160,845 $ 56.33 160,637 $ 330,062


Period	Total Number of Shares Purchased	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Programs(2)	Approximate Dollar Value of Shares That May Yet be Purchased Under the Programs (in thousands)(1)
July 30, 2023 - August 26, 2023	—	$	—	—	$	308,850
August 27, 2023 - September 30, 2023	517,204	$	44.91	517,204	$	285,851
October 1, 2023 - October 28, 2023	190,790	$	47.72	190,417	$	276,851
Total	707,994	$	45.66	707,621	$	276,851

(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 expansion of the Repurchase Program was announced on May 28, 2021. Excludes excise taxes.

(2)See Note 8,7, Stock Repurchase Program, to the unaudited condensed consolidated financial statements for additional ~~information.~~information about our Stock Repurchase Program.

ITEM 5. Other Information.

Securities Trading Plans of Directors and Section 16 Officers

During the 13-weeks ended October 28, 2023, none of our directors or Section 16 officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

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		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 with the Securities and Exchange Commission on May 27, 2022.

		~~Form of Stock Certificate~~
~~4.1~~3.4		~~Form~~Bylaws of ~~Common Stock Certificate;~~the Registrant, as amended; incorporated herein by reference to Exhibit ~~4.1~~3.2 of the ~~Registrant’s Current Report on~~Registrant's Form 8-K filed with the Securities and Exchange Commission on June 24, ~~2021~~2021.

		~~Material Agreements~~
		~~None.~~

		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 ~~29, 2022,~~28, 2023, has been formatted in Inline XBRL.
	*	Filed Within
	**	~~Furnished Herewith~~

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 ~~6, 2022~~5, 2023	By:	/s/ Robert J. Volke
			Robert J. Volke
			Senior Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)


		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	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	21

Item 4.	Controls and Procedures.	21

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings.	22

Item 1A.	Risk Factors.	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22

Item 5.	Other Information.	22

Item 6.	Exhibits.	23

	Signature	24


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)
July 31, 2022 - August 27, 2022	—	$	—	—	$	339,111
August 28, 2022 - October 1, 2022	115,163	$	56.87	115,163	$	332,562
October 2, 2022 - October 29, 2022	45,682	$	54.98	45,474	$	330,062
Total	160,845	$	56.33	160,637	$	330,062