UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ______________
Commission file number 000-20969
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
HIBBETT SPORTING GOODS, INC.
EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of security held pursuant to the Plan and the address of
its principal executive office:
451 Industrial Lane
Birmingham, Alabama 35211
INDEX
Page
a) Financial Statements
Report of Independent Public Accountants 3
Statements of Net Assets Available for Benefits as of
June 30, 2003 and 2002 4
Statements of Changes in Net Assets Available for Benefits for the
Years Ended June 30, 2003 and 2002 4
Notes to Financial Statements 5
b) Exhibits 6
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 26, 2003 By: /s/ Gary A. Smith
------------------ -----------------------
Gary A. Smith
Vice President and
Chief Financial Officer
2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Administrator of the Hibbett Sporting Goods, Inc. Employee Stock
Purchase Plan:
We have audited the accompanying statements of net assets available for
benefits of the Hibbett Sporting Goods, Inc. Employee Stock Purchase Plan as of
June 30, 2003 and 2002, and the related statements of changes in net assets for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the plan administrator, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Hibbett
Sporting Goods, Inc. Employee Stock Purchase Plan as of June 30, 2003 and 2002,
and changes in its net assets available for benefits for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.
Birmingham, Alabama KPMG, LLP
September 26, 2003
3
HIBBETT SPORTING GOODS, INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2003 AND 2002
2003 2002
---------- ----------
Cash held by Hibbett Sporting Goods, Inc. $ 36,951 $ 35,574
---------- ----------
Total net assets $ 36,951 $ 35,574
========== ==========
HIBBETT SPORTING GOODS, INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED JUNE 30, 2003 AND JUNE 30, 2002
2003 2002
----------- -----------
Net assets, beginning of period $ 35,574 $ 23,925
Participant deposits 124,110 108,068
Deposits used for stock purchases (122,734) (96,419)
----------- -----------
Net assets, end of period $ 36,951 $ 35,574
=========== ===========
The accompanying notes are an integral part of these statements.
4
HIBBETT SPORTING GOODS, INC. EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN:
On September 13, 1996, the Board of Directors of Hibbett Sporting Goods,
Inc. (the "Company") approved the adoption of Hibbett Sporting Goods, Inc.
Employee Stock Purchase Plan (the "Plan"). The following description of the Plan
is provided for general information only. Participants should refer to the Plan
Agreement for a more complete description of the Plan's provisions.
The Plan provides employees of the Company an opportunity to purchase
shares of common stock of the Company. The Plan is intended to qualify as an
employee stock purchase plan under Section 423 of the Internal Revenue Code of
1986, as amended, and is therefore not subject to Federal and state income
taxes.
Participants of the Plan may purchase shares of the Company's common stock
through payroll deductions during the plan year. Payroll deductions may be from
a minimum of 1% up to a maximum of 10% of the participant's eligible pay each
period. On the first day of each calendar quarter, a participant is deemed to
have been granted an option to purchase a maximum number of shares of common
stock of the Company as defined in the Plan.
The Company establishes a withholding account for each participant and all
payroll deductions made for a participant are credited to his or her account
under the Plan. Amounts are held in these accounts and on a quarterly basis the
options are exercised at a price of the lower of 85% of the fair value of the
common stock on the first day of the calendar quarter or 85% of the fair value
of the common stock on the last day of the calendar quarter.
The Plan is administered by a committee appointed by the Board of Directors
consisting of not less than two Board members.
2. PARTICIPANT AND PLAN TERMINATIONS:
Although it has not expressed any intent to do so, the Company has the
right under the Plan to alter, suspend, amend or terminate the Plan. In the
event of plan termination, the participant's rights to acquire stock continues
until the end of the current option period, at which time the balance of a
participant's withholding account would be returned to the participant and no
further contributions would be accepted. Subject to the right of the Board of
Directors to terminate the Plan prior thereto, the Plan will terminate and there
shall be no further offerings upon the earlier of: (1) the issuance of 168,750
shares of common stock reserved for employee purchase as defined in Section 10.1
of the Plan Agreement, or (2) the end of the fortieth quarterly offering. As of
June 30, 2003, plan participants had purchased 61,191 shares of common stock.
3. ACCOUNTING POLICY:
The accompanying financial statements have been prepared on the accrual
basis of accounting. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires Plan's management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could differ
from these estimates.
4. PLAN OBLIGATIONS:
As of June 30, 2003 and 2002, the Plan was obligated to purchase 2,064 and
2,358 shares of the Company's common stock for participants of the Plan,
respectively. The fair value of the Company's common stock on June 30, 2003, and
April 1, 2003, was $21.96 and $16.41 per share, respectively, and $16.93 and
$15.33 per share on June 28, 2002, and April 2, 2002, respectively. All common
stock acquired in connection with the Plan is distributed directly to
participants.
5. INCOME AND EXPENSES:
All expenses of the Plan are paid by the Company on behalf of the Plan. The
Company is not required to, and does not, pay interest on amounts held in
withholding accounts for participants of the Plan. Participants are not taxed
upon receipt or exercise of options. Participants are taxed upon disposition of
shares purchased under the Plan.
5
6. STOCK SPLIT
On June 9, 2003, the Board of Directors declared a 3-for-2 stock split on
the Company's Common Stock to holders of record on June 27, 2003. All share and
per share data presented reflect the 3-for-2 stock split.
INDEX TO EXHIBITS
Exhibit
Number
4.1 Hibbett Sporting Goods, Inc. Employee Stock Purchase Plan (incorporated
by reference to exhibit filed in Amendment No. 2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-07023), filed
with the Securities and Exchange Commission September 16, 1996).
4.2 Summary Plan Description of Hibbett Sporting Goods, Inc. Employee Stock
Purchase Plan (incorporated by reference to exhibit filed in Amendment
No. 2 to the Company's Registration Statement on Form S-1 (Registration
No. 333-07023), filed with the Securities and Exchange Commission
September 16, 1996).
23 Consent of KPMG LLP*
32.1 Section 1350 Certification of Chief Executive Officer*
32.2 Section 1350 Certification of Chief Financial Officer*
* Filed herewith
6
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
(Nos. 333-21299, 333-21301, 333-21303, 333-21305, 333-2815, and 333-63094) on
Form S-8 and S-3 of Hibbett Sporting Goods, Inc. of our report dated September
26, 2003, with respect to the statements of net assets available for benefits of
Hibbett Sporting Goods, Inc. Employee Stock Purchase Plan as of June 30, 2003
and 2002, and the related statements of changes in net assets for the years then
ended which report appears in the Form 11-K of Hibbett Sporting Goods, Inc.
Employee Stock Purchase Plan herein.
Birmingham, Alabama KPMG LLP
September 26, 2003
7
Exhibit 32.1
Section 1350 Certification of Chief Executive Officer
Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Hibbett Sporting Goods,
Inc. (the "Company") hereby certifies, to the best of such officer's knowledge,
that:
(i) the accompanying 11-K of Hibbett Sporting Goods, Inc. Employee Stock
Purchase Plan for the year ended June 30, 2003 (the "Report")fully complies with
the requirements of Section 13(a) or Section 15(d), as applicable, of the
Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Plan.
Dated: September 26, 2003 /s/ Michael J. Newsome
-----------------------
Michael J. Newsome
Chief Executive Officer
8
Exhibit 32.2
Section 1350 Certification of Chief Financial Officer
Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Hibbett Sporting Goods,
Inc. (the "Company") hereby certifies, to the best of such officer's knowledge,
that:
(i) the accompanying 11-K of Hibbett Sporting Goods, Inc. Employee Stock
Purchase Plan for the year ended June 30, 2003 (the "Report") fully complies
with the requirements of Section 13(a) or Section 15(d), as applicable, of the
Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Plan.
Dated: September 26, 2003 /s/ Gary A. Smith
-----------------------
Gary A. Smith
Chief Financial Officer
9