ITEM 1. BUSINESS.
General
Incorporated in 1972, Hastings Entertainment, Inc. (the “Company,” “Hastings,” or “Hastings Entertainment”) is a leading multimedia entertainment retailer. We operate entertainment superstores that buy, sell, trade and rent various home entertainment products, including books, music, software, periodicals, movies on DVD and Blu-Ray, video games, video game consoles and consumer electronics. We also offer consumables and trends products such as apparel, t-shirts, action figures, posters, greeting cards and seasonal merchandise. As of March 31, 2012, we operated 138 superstores principally in medium-sized markets located in 19 states, primarily in the Western and Midwestern United States. We also operate three concept stores, Sun Adventure Sports, located in Amarillo, Texas and Lubbock, Texas and TRADESMART, located in Littleton, Colorado. Sun Adventure Sports sells a wide range of bicycles and related accessories, skateboards, and various other athletic equipment, apparel, and shoes, and offers bicycle repair services and cycling classes. TRADESMART, born from the culture of recycling, features over 400,000 predominantly used and new books, CDs, DVDs, Blu-rays, video games and video game systems, as well as consumer electronics, trends, skateboards and paintball merchandise, and much more available for purchase. TRADESMART also buys back for cash or store credit entertainment products that customers have previously enjoyed.
We also operate a multimedia entertainment e-commerce web site offering a broad selection of books, software, video games, movies on DVD and Blu-Ray, music, trends, and electronics. We fill orders for new and used product placed at the website and also through Amazon Marketplace using our proprietary goShip program, which allows us to ship directly from stores. We have one wholly-owned subsidiary, Hastings Internet, Inc. References herein to fiscal years are to the twelve-month periods that end in January of each following calendar year. For example, the twelve-month period ended January 31, 2012 is referred to as fiscal 2011.
Business Strategy
Our goal is to continue to enhance our position as a leading multimedia entertainment retailer primarily in medium-sized communities by expanding and remodeling existing stores and opening new stores in selected markets, along with adapting our product lines to meet the changing needs of our customers and offering our products through the Internet. Each element of our business strategy is designed to build consumer awareness of the Hastings concept and achieve high levels of customer loyalty and repeat business. We believe the key elements of this strategy are the following:
Superior Multimedia Concept. Our stores present a wide variety of product categories with individual products tailored to local preferences in a dynamic and comfortable atmosphere with exceptional service. Our diverse product categories allow us to more effectively merchandise for our customers’ constant desire for entertainment, regardless of which formats are most popular at any given time. Our stores average approximately 21,000 square feet of sales space, with our new stores generally ranging in size from 20,000 to 30,000 square feet of sales space. Our stores offer customers an extensive product assortment customized for a specific site. Below is a listing of the approximate minimum and maximum title selections for our stores:
The following table shows our revenue mix as a percentage of total revenues (excluding gift card breakage), for both used and new products, for the last three fiscal years:
All stores carry a core product assortment for each product category. This assortment is supplemented with tailored components to accommodate the particular demographic profile and demand of the local market in which the store operates through the utilization of our proprietary purchasing and inventory management systems. We believe that our multimedia format reduces our reliance on and exposure to any particular entertainment segment and enables us to efficiently add exciting new entertainment categories to our existing product lines.
Medium-Sized Market Focus. We target medium-sized markets with populations generally less than 250,000 where our extensive new and used product selection, low pricing strategy, ability to trade-in, efficient operations and superior customer service enable us to become the market’s destination entertainment store. We believe that the medium-sized markets where we operate the majority of our stores present an opportunity to profitably operate and expand our unique entertainment store format. We base our merchandising strategy on an in-depth understanding of our customers and our individual markets. We strive to optimize each store’s merchandise selection by using our proprietary information systems to analyze the sales history, anticipated demand and demographics of each store’s market. In addition, we utilize flexible layouts that enable each store to present our products according to local interests and to customize the layout in response to new customer preferences and product lines.
Customer-Oriented Format. We design our stores to provide an easy-to-shop, open store atmosphere by offering major product categories in a “store-within-a-store” format. Most of our stores position product with customer affinities together in three departments (e.g., books, music/video games/trends and video/rental) that are designed to allow customers to view the entire store. Currently, 105 stores utilize some form of the three across department format, and the Company plans to expand this model in fiscal 2012 to an additional eleven existing stores. This store configuration produces significant cross-marketing opportunities among the various departments, which we believe results in higher average transaction volumes and impulse purchases. We position product with customer affinities together around a wide racetrack aisle in stores not using the three department format. We also plan to redesign the product flow in a total of fifty-five stores during fiscal 2012 in order to reduce the footprint of Rental Movies and increase the footprint of new and expanded product lines in categories such as Trends and Consumer Electronics. To encourage browsing and the perception of Hastings as a community gathering place, we have continued to invest in our Hardback Coffee Cafés. At March 31, 2012, we had seventy-six Hardback Coffee Cafés serving gourmet coffee and pastries, thirty-eight of which allow the customer to place drive-thru orders. We have plans to open a Hardback Coffee Café in one existing store in fiscal 2012, which will facilitate drive-thru orders. All Hardback Coffee Cafés currently offer Wi-Fi accessibility to customers. Stores without Hardback Coffee Cafés have incorporated other amenities, such as comfortable chairs for reading, soft drinks and snacks, video game auditioning stations, interactive information kiosks, children’s reading areas and in-store promotional events.
Low Pricing. Our pricing strategy is to offer value to our customers by maintaining low prices that are competitive with or lower than the prices charged by other retailers in the market. We determine our prices on a market-by-market basis, depending on the level of competition and other market-specific considerations. We believe that our low pricing structure results in part from (i) our ability to purchase a majority of our products directly from publishers, studios and manufacturers as opposed to purchasing from distributors, (ii) our proprietary information systems, to which we continually make improvements that enable management to make more precise and targeted purchases and pricing decisions for each store and (iii) our consistent focus on maintaining low occupancy and operating costs.
Used and Budget-Priced Products. Since 1992, we have bought or traded for customers’ CDs to sell as used product in order to leverage the value of our CD offering. During 2001, we added DVDs and video games and in 2004 we added books to our used product offerings. Additionally, we purchase used product directly from outside vendors, although the majority of our purchases come straight from customers selling back product. In addition to used products, we offer budget-priced products in all of our major product categories in order to promote value to a broad base of budget conscious consumers. By offering used and budget products, we allow the customer to choose between a new or a less expensive used copy of the same title. During fiscal 2011, 2010, and 2009, we generated approximately 15.7%, 14.5% and 14.2%, respectively, of our total revenues (excluding breakage revenue) from used and budget-priced products. We believe customer loyalty and additional visits are created by customers trading in unwanted entertainment media for cash or credit.
Internet. During July 2009, we introduced our new and improved Internet e-commerce web site, www.goHastings.com, which includes updated branding, expanded product availability, improved searching and browsing capabilities and increased interactivity for users. The site enables customers to access over 800,000 unique new and used entertainment products and unique contemporary gifts and offers customers exceptional merchandise pricing. The new site also offers third-party product reviews, recommendations based on the items a customer has viewed, the option to set up a wish-list that a customer can share with family and friends for better gift giving and the ability to check gift card balances. Customers can watch trailers for movies and video games, sample music titles, digitally download music selections and even reserve a copy of an upcoming release online to be picked up in the store or shipped to them upon release. The new site integrates more seamlessly with stores, allowing customers to look up specific store information, store hours, unique store events, and to check online to see if an item is in stock at their local store. The site also features an Investor Relations section with links to press releases and filings with the Securities and Exchange Commission (the “SEC”), including officer certifications of financial information listed as exhibits to such filings and our board committee charters, code of conduct and biographies for board members and executive officers.
During 2011, we launched a new homepage and mobile version for www.goHastings.com, and added electronic books (“eBooks”) to our product selection. Features of the new homepage included updated headers and footers which improve overall usability, added department menus for eBooks and MP3s, and a more prominent placement of the search box, email sign-up link, store locater and link to view the weekly newspaper ads. These updates not only improve the customer experience, but they also provide us with better promotional opportunities and the customers with a better overall picture of what Hastings has to offer. The mobile version of our website makes it easy for customers to quickly find an item or browse major categories and promotional offers for all departments from their mobile device. The mobile site includes a prominent search box, store locator and overall department menu, along with an accordion style menu outlining each department’s best categories and promotional offers.
To accompany the addition of eBooks to our product lineup, we also introduced our free Readmor application, which allows customers access to hundreds of thousands of best-selling books in a digital format. Designed to meet the changing demands of customers for digital entertainment, the Readmor application can be downloaded to customers’ favorite Apple or Android devices. It also comes preloaded on each Nextbook Premium 7 we sell. Introduced in November 2011, the Nextbook Premium 7 tablet is a total entertainment Wi-Fi Android OS system that is Flash 10.1 ready and equipped with a 7” color capacitive touch screen 1 GHz processor, G-sensor, SD memory card slot, and integrated speakers. The Nextbook Premium 7 tablet enables our customers to read electronic books, surf the web, view email, listen to MP3s and watch movies, all on one simple device. Additionally, we are the first chain to allow customers to trade in their physical books at our stores for credit they can use to purchase the Nextbook Premium 7 in our stores or to purchase digital content at www.goHastings.com.
We prominently display the website in our weekly advertisements and in-store to drive direct visits to www.goHastings.com. In order to widen our reach to customers that may not live near a Hastings store, we use various channels to market our website. Affiliate marketing, which includes using partner websites to advertise our promotions, is a strong channel. When a customer clicks on our link from an affiliate website they are sent to www.goHastings.com where they can purchase our product. For fiscal 2011, we had approximately 759,000 customers click on an affiliate link and 6.4% of those visits resulted in a sale. Total sales through affiliate marketing were approximately $1.3 million for fiscal 2011. Through another channel, we send semiweekly emails notifying customers of promotions and special offers. We have also begun user segmentation by sending emails to customers about the departments they are interested in. We also take part in Social Media, a growing marketing channel. Social Media is the new “word of mouth” marketing that influences the buying decisions of customers. Facebook and Twitter are two primary Social Media channels that we utilize. Our Facebook page, which currently has over 200,000 fans, allows us to let fans know about current events at their local stores and current sales or promotions. It also gives us a forum to communicate with fans who post questions or comments about their Hastings experiences. Through Twitter, we “tweet” our latest sales, promotions, and events. Other marketing channels we employ include comparison shopping engines, display advertisement (on various online websites), pay-per-click, referrals, and search engine optimization. Through each marketing channel, we work to convert “clicks” into sales and reach customers nationwide.
Expansion Strategy
We do not plan to open, relocate or remodel any stores during fiscal 2012. We plan to close three stores during fiscal 2012, two of which have been closed before the filing of this Annual Report on Form 10-K. Beyond fiscal 2012, we have identified potential locations for future stores in under-served, medium-sized markets that meet our new-market criteria. Management intends to continue its practice of reviewing the profitability trends and prospects of existing stores and closing or relocating under-performing stores. We believe that with our current information systems and distribution capabilities, our infrastructure can support our anticipated rate of expansion and growth for at least the next several years.
Merchandising Strategy
Our combination of books, periodicals, movies, video games, trends, music, electronics and consumables is unique in the marketplace. These core categories, supplemented by our video and video game rental business and the ability of our customers to buy, sell, and trade used products, create a store environment that appeals to a broad customer base, and positions our stores as destination entertainment stores in our targeted medium-sized markets.
The specific merchandise mix within our core product categories is continually refined to reflect changing trends and new technologies. Product assortments are tailored to match the local demographic profiles and customers’ needs. This store level profiling is accomplished through our proprietary purchasing, inventory management, selection, and database management systems.
Information Technologies
Our information system is based on technology that allows for communication and exchange of current information among all locations, corporate and retail, via a wide-area network. The primary components of the information system are as follows:
New Release Allocation. Our buyers use our proprietary new release allocation system to purchase new release products for our stores and have the ability within the system to utilize multiple methods of forecasting demand. By using store-specific sales history, factoring in specific market traits, applying sales curves for similar titles or groups of products and minimizing subjectivity and human emotion in a transaction, the system customizes purchases for each individual store to satisfy customer demand. The process provides the flexibility to allow us to anticipate customer needs, including tracking missed sales and factoring in regional influences. We believe that our new release allocation system enables us to increase revenues by having the optimum levels and selection of products available in each store at the appropriate time to satisfy customers’ entertainment needs.
Rental Asset Purchasing System. Our proprietary rental asset purchasing system uses store-specific performance on individual rental titles to anticipate customer demand for new release rental titles. The system analyzes the performance of a similar title and factors in the effect of such influences as seasonal trends, box office draw and prominence of the movie’s cast to customize an optimal inventory level for each individual store. The system also allows for the customized purchasing of other catalog rental assets on an individual store basis, additional copy depth requirements under revenue-sharing agreements and timely sell-off of previously viewed rentals. We believe that our rental asset purchasing system allows us to efficiently plan and stock each store’s rental asset inventory, thereby improving performance and reducing exposure from excess inventory.
Store Replenishment. Store replenishment covers four main areas for controlling a store’s inventory.
Selection Management. Selection Management constantly analyzes store-specific sales, traits and seasonal trends to determine title selection and inventory levels for each individual store. By forecasting annual sales of products, the system enables us to promptly identify overstocked or under-stocked items, prompt required store actions and maintain optimal inventory levels. The system tailors each individual store’s inventory to the market. There are over 700,000 stock keeping units in our inventory.
Model Stock Calculation/Ordering. Model stock calculation uses store-specific sales, seasonal trends and sophisticated-sales curve fitting to forecast orders. It also accounts for lead times from a vendor or our distribution center and tracks historical missed sales to adjust orders to adequately fulfill sales potential. Orders are currently calculated on a weekly basis and transmitted by all stores to the corporate office to establish a source vendor for the product.
Inventory Management. Inventory management systems interface with other store systems and accommodate electronic receiving and returns to maintain perpetual inventory information. Cycle counting procedures allow us to perform all physical inventory functions, including the counting of a portion of each store’s inventory on a weekly basis, resulting in the equivalent of full wall-to-wall inventory counts over the course of the year. The system provides reports to assist in researching any variances. We utilize Advanced Ship Notifications from our vendors to efficiently and accurately receive inventory.
Used Inventory Management. Our proprietary used inventory management system allows stores to buy back selected products from our customers as well as from wholesale vendors. It utilizes many parameters to determine the product’s demand, selling price and cash or in-store credit amounts. The cash offer or in-store credit amount is determined at the Store Support Center, and the system’s many parameters tell an associate whether or not to buy back specific titles. The system checks the titles and units needed at the local store as well as other stores to decide if a title should be repurchased. The system also shifts inventory from overstocked stores to understocked stores via our returns center.
Store Systems. Each store has a dedicated server within the store for processing information, which is connected through a wide area network. This connectivity provides consolidation of individual transactions and allows store management and Store Support associates easy access to the information needed to make informed decisions. Transactions at the store are summarized and used to assist in staff scheduling, loss prevention and inventory control. Our proprietary Point Of Sale system allows the scanning of merchandise and rental products as well as customer membership cards, allowing for maximum customer efficiency at checkout. Our proprietary data transfer system copies data between the stores and the Store Support Center, including, among other things, sales and inventory transactions.
Warehouse Management. Our warehouse management system provides for increased product picking and shipping efficiencies, faster product introduction and movement from dock to store shipment. The increased level of detail reporting in our system allows us to refine product movement within the warehouse, effectively manage the cost per unit of transactions, and increase on-hand accuracy. It has simplified data sharing across the enterprise, and includes event management, analysis and reporting capabilities.
Data Center. Our data facility includes redundant power, climate control and communications as well as a backup generator. The physical building has been reinforced and is anticipated to withstand most natural disasters.
goShip. We fill Internet orders for new and used product placed at www.goHastings.com, Amazon Marketplace and eBay through our proprietary goShip program, which allows us to ship product to customers directly from store inventories. The goShip system allows us to list the selected stores’ inventory on www.goHastings.com, Amazon Marketplace and eBay. When orders are placed, they are sourced to the stores and generally shipped to the customer within 72 hours. This has allowed us to leverage our store inventory to a wider group of customers, which increases store revenue and enhances the performance of the product inventory. As of March 31, 2012, we had 130 stores participating in goShip.
Distribution and Vendors
Our distribution center is located in a 198,000 square foot facility adjacent to our corporate headquarters in Amarillo, Texas. This central location and the local labor pool enable us to realize relatively low transportation and labor costs. The distribution center is utilized primarily for receiving, storing and distributing approximately 39,000 products offered in substantially every store. The primary purpose of the distribution center is to warehouse large deal purchases, including forward buys, closeouts and other bulk purchases. In addition, the distribution facility is used to carry high velocity products purchased from vendors that have long lead times to ensure adequate in-stock positions. The distribution facility is also used to receive, process and ship items that are to be returned to manufacturers and distributors, and to rebalance merchandise inventories among our stores. This facility currently provides inventory to all Hastings stores and is designed to support our anticipated rate of expansion and growth for the next two years. We ship products weekly to each Hastings store, facilitating quick and responsive inventory replenishment. We send additional shipments to various stores one to two times per week for new release or hot selling products that need replenishment in between weekly shipments. Approximately 35% of our total product, based on store receipts, is distributed through the distribution center. Approximately 65% of our total product is shipped directly from vendors to the stores.
Our information systems and corporate infrastructure facilitate our ability to purchase products directly from manufacturers, which contributes to our low-pricing structure. In fiscal 2011, we purchased the majority of our products directly from manufacturers, rather than through distributors. Our top three vendors accounted for approximately 19% of total products purchased during fiscal 2011. While selections from a particular artist or author generally are produced by a single studio or publisher, we strive to maintain vendor relationships that can provide alternate sources of supply. Products we purchase are generally returnable to the supplying vendor. Typically, vendors charge a fee for the return of product. In addition to this fee, we incur freight and handling costs to return product to vendors.
Store Operations
Most of our stores employ one store manager, and approximately half of our stores employ one manager in training. Store managers and managers in training are responsible for the execution of all operational, merchandising, human resources and marketing strategies for the store in which they work. Stores also generally have department managers, who are individually responsible for their respective departments: books, lifestyles, video, customer service, café, and inventory control. Hastings stores are generally open Sunday through Thursday from 9:00 a.m. to 10:00 p.m. and Friday and Saturday from 9:00 a.m. to 11:00 p.m. The only day our stores are closed is Christmas.
Competition
Hastings competes, within our trading areas, with all specialty music, book, video, and video game retailers and with mass retailers. Additionally, Hastings competes with video and video game rental stores and both Internet retail and rental businesses operating in our core product categories.
Seasonality
Our business is highly seasonal, with significantly higher revenues and operating income realized during the fourth quarter, which includes the holiday selling season.
Trademarks and Servicemarks
We believe our trademarks and service marks, including the marks HASTINGS, HASTINGS BOOK MUSIC VIDEOS, HASTINGS YOUR ENTERTAINMENT SUPERSTORE, SUN ADVENTURE SPORTS, SUN ADVENTURE SPORTS (Design), GOHASTINGS, GOHASTINGS.COM, GOHASTINGS.COM (Design), HARD BACK COFFEE CAFÉ, HARDBACK CAFÉ, HARDBACK CAFÉ (Design), HASTINGS DISCOVER YOUR ENTERTAINMENT (Design), TRADESMART, TRADESMART (Design), READMOR, and READMOR (DESIGN) have significant value and are important to our marketing efforts. We have registered each of the above as service marks with the United States Patent and Trademark Office. We are currently claiming common law rights in the marks BUY SELL TRADE RENT, HASTINGS HARD BACK CAFÉ, HASTINGS HARD BACK COFFEE CAFÉ, and HASTINGS YOUR ENTERTAINMENT SUPERSTORE HARD BACK CAFÉ. We maintain a policy of pursuing registration of our principal marks and vigorously opposing any infringement of our marks.
Associates
We refer to our employees as associates because of the critical role they play in the success of each Hastings store and the Company as a whole. As of March 31, 2012, we employed 5,153 associates, of which 1,740 are full-time and 3,413 are part-time associates. Of this number, 4,710 were employed at retail stores, 190 were employed at our distribution center and 253 were employed at our corporate offices. None of our associates are represented by a labor union or subject to a collective bargaining agreement. We believe that our relations with our associates are good.
Executive Officers of the Company
Below is certain information about the executive officers of Hastings.
All executive officers are chosen by the Board of Directors and serve at the Board’s discretion. Information concerning the business experience of our executive officers is as follows:
John H. Marmaduke, age 64, has served as President and Chief Executive Officer of the Company since July 1976 and as Chairman of the Board since October 1993. Mr. Marmaduke served as President of the Company’s former parent company, Western Merchandisers, Inc. (“Western”), from 1982 through June 1994, including the years 1991 through 1994 when Western was a division of Wal-Mart Stores, Inc. Mr. Marmaduke also serves on the board of directors of the Entertainment Merchants Association. Mr. Marmaduke has been active in the entertainment retailing industry with the Company and its predecessor company for over 40 years.
Alan Van Ongevalle, age 44, has served as Executive Vice President of Merchandising of the Company since August 2009. From February 2007 to August 2009, Mr. Van Ongevalle served as Senior Vice President of Merchandising. From February 2003 until February 2007, Mr. Van Ongevalle served as Vice President of Information Technology and Distribution. From August 2002 to February 2003, Mr. Van Ongevalle served as Vice President of Marketing and Distribution. From May 2000 to August 2002, Mr. Van Ongevalle served as Vice President of Marketing. From August 1999 to May 2000, Mr. Van Ongevalle served as the Senior Director of Marketing and from September 1998 to August 1999 as Director of Advertising. Mr. Van Ongevalle joined Hastings in November 1992 and held various store operation management positions including Store Manager and Director of New Stores for the Southern Kansas area through September 1998.
Dan Crow, age 65, has served as Vice President of Finance and Chief Financial Officer of the Company since October 2000. From July 2000 to October 2000, Mr. Crow served as Vice President of Finance. Mr. Crow is a member of the American Institute of Certified Public Accountants and Financial Executives International.
Scott Voth, age 50, has served as Vice President of Store Operations since January 2011. Mr. Voth has served as Senior Director of Field Operations since November 2010. Mr. Voth joined the Company in May 2009 and previously served as a Regional Manager and Director of Field Operations. Prior to joining the Company, Mr. Voth worked as a Market Manager for Wal-Mart Stores, Inc. (Sam’s Club Division), an international retailer not affiliated with the Company, from 1998 through 2008. He holds over 25 years of retailing experience.
Kevin Ball, age 55, has served as Vice President of Marketing of the Company since May 2004. From 2001 to 2004, Mr. Ball served as Vice President of Marketing at Organized Living, a specialty retailer of home organization products, headquartered in Kansas City. From 2000 to 2001, Mr. Ball held the position of Vice President of Marketing at Crown Books in Washington, D.C., and from 1995 to 2000 was the Director of Marketing at Trans World Entertainment in Albany, N.Y.
Phil McConnell, age 49, has served as Vice President and Divisional Merchandise Manager, responsible for Music, Trends, Consumables, Consumer Electronics, Distribution and Inventory Management of the Company, since June 2006. Prior to that, Mr. McConnell most recently served for nine years as Vice President of Merchandising for VMI Services for Alliance Entertainment Corporation (AEC), the largest wholesale distributor of prerecorded music and movies in the nation. Previously, Mr. McConnell served in senior merchandising positions with Best Buy and Circuit City.
John Hintz, age 47, has served as Vice President of Information Technology of the Company since February 2007. Mr. Hintz previously served as Senior Director of Application Development since August 2006. From February 2006 to August 2006, he served as the Director of Application Development. From August 2003 to August 2006, he served as Director of Retail Technologies. He was promoted to Director of Store Systems in August of 2001. Mr. Hintz joined Hastings in 1987 as a store associate.
Victor Fuentes, age 45, has served as Vice President and Divisional Merchandise Manager, responsible for Books, Movies, Video Games, and all Used Product Initiatives, since October 2007. Mr. Fuentes has served as Divisional Merchandise Manager of Movies, Video Games, and Consumer Electronics of the Company, since June 2006. From June 2000 to June 2006, he served as Senior Product Director of Movies and Video Games. Mr. Fuentes joined Hastings in 1987 as a store associate. In September 1989, he was promoted to the corporate office and subsequently held various positions in the Company prior to serving as Senior Buyer from September 1994 to May 2000.
Available Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The public may read and copy any materials we file with the SEC at the SEC’s public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 on official business days during the hours of 10:00 a.m. to 3:00 p.m. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.
The address of our Internet web site is www.gohastings.com and through the links on the Investor Relations portion of our web site, we make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other items filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such material is made available through our web site as soon as reasonably practicable after we electronically file with or furnish the material to the SEC. In addition, links to press releases, the committee charters of the Audit and Compensation Committees of our board and our code of ethics for financial and other executive officers are posted in the Investor Relations section of our web site.
ITEM 1A.
ITEM 1A. RISK FACTORS.
CAUTIONARY STATEMENTS
An investment in the Company involves significant risks and uncertainties. The cautionary statements and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected.
Our business is highly seasonal.
As is the case with many retailers, a significant portion of our revenues, and an even greater portion of our operating income, is generated in the fourth fiscal quarter, which includes the holiday selling season. As a result, a substantial portion of our annual earnings has been, and will continue to be, dependent on the results of this quarter. Less than satisfactory net sales for such period could have a material adverse effect on the Company’s financial condition or results of operations for the year and may not be sufficient to cover any losses that may have been incurred in the first three quarters of the year. We experience reduced rental activity in the spring because customers spend more time outdoors. Major world or sporting events, such as the Super Bowl, the Olympic Games or the World Series, also have a temporary adverse effect on revenues. Future operating results may be affected by many factors, including variations in the number and timing of store openings, the number and popularity of new book, music video and video game titles, as well as the popularity of electronics and trends merchandise, the cost of new release or “best renter” titles, changes in comparable-store revenues, competition, marketing programs, increases in the minimum wage, weather, special or unusual events and other factors that may affect our operations.
Our business is dependent on consumer spending patterns.
Revenues generated from the sale and rental of books, music, videos and other products we carry have historically been dependent upon discretionary consumer spending, which may be affected by general economic conditions, energy prices, interest rates, consumer confidence and other factors beyond our control. During fiscal 2008, the economy entered a recession that affected and continues to affect consumer spending. A continued deterioration of U.S. markets could have a material adverse effect on our financial condition and results of operation. A decline in consumer spending on the products we offer could have a material adverse effect on our financial condition and results of operations and our ability to fund our expansion strategy.
Intense competition from traditional retail sources and the Internet may adversely affect our business.
We operate in a highly competitive industry. For all of our product categories, we compete directly with national store operators, regional chains, specialty retailers and independent single store operators, discount stores, warehouse and mail order clubs and mass merchandisers. In addition, the Internet is a significant channel for retailing for most of the product categories that we offer. In particular, the retailing of books, music and video over the Internet is highly competitive, and increased competition may come as it becomes easier for smaller, individual sellers to list products for sale on the Internet. In addition, we face competition from companies engaged in the business of selling books, music and movies and the renting of movies via electronic means, including the downloading of music content, in-home video delivery and the delivery of books to electronic book readers. An increase in competition in the physical or electronic markets in which we operate has had and may continue to have a material adverse effect on our operations.
Our business could be negatively impacted if the in-store video retailer distribution window is reduced or eliminated.
A competitive advantage that in-store video retailers currently enjoy over most other movie distribution channels, except theatrical release, is the early timing of the in-store video retailer “distribution window.” After the initial theatrical release of a movie, studios generally make their movies available to in-store video retailers (for rental and retail, including mass merchant retailers) for specified periods of time. This distribution window is typically exclusive against most other forms of non-theatrical movie distribution, such as premium television, basic cable and network and syndicated television. The length of this exclusive distribution window for in-store video retailers varies, but has traditionally ranged from 45 to 60 days for domestic video stores. According to industry statistics, more movies are now being released to pay-per-view, video-on-demand or digital downloads at the shorter end of the in-store video retailer distribution window rather than at the longer end. In addition, many of the major movie studios have entered into various ventures to provide video-on-demand or similar services of their own. Recently, certain studios have also instituted a distribution window by which titles are available on pay-per-view and for sale only for an initial twenty-eight days before being available to an in-store video retailer. Increased studio participation in or support of these types of services could impact their decisions with respect to the timing and exclusivity of the in-store video retailer distribution window.
Our business could be negatively affected if (i) in-store video retailer distribution windows were no longer the first distribution channel following the theatrical release, (ii) the length of the in-store video retailer distribution windows were shortened or (iii) the in-store video retailer distribution windows were no longer as exclusive as they are now because newly released movies would be made available earlier on these other forms of non-theatrical movie distribution. As a result, consumers would no longer need to wait until after the in-store video retailer distribution window to view a newly released movie on these other distribution channels.
We believe that most studios have a significant interest in maintaining a viable in-store video retail industry. However, the order, length and exclusivity of each window for each distribution channel is determined solely by the studio releasing the movie, and we cannot predict future decisions by the studios or the impact, if any, of those decisions. In addition, any consolidation or vertical integration of media companies to include both content providers and digital distributors could pose a risk to the continuation of the distribution window.
Our business is subject to changes in current rental video studio pricing policies.
Recent changes to studio pricing for movies released to in-store video retailers has impacted our video business. Historically, studio pricing was based on whether or not a studio desired to promote a movie for both rental and sale to the consumer, or primarily for rental, from the beginning of the in-store video distribution window. In order to promote a movie title for rental, the title would be released to in-store video retailers at a price that was too high to allow for an affordable sales price by the retailer to the consumer at the beginning of the retail in-store video distribution window. As rental demand subsided, the studio would reduce pricing in order to then allow for reasonably priced sales to consumers. Currently, substantially all DVD titles are released at a price to the in-store video retailer that is low enough to allow for an affordable sales price by the retailer to the consumer from the beginning of the retail in-store video distribution window. This low sell-through pricing policy has led to increasing competition from other retailers, including mass merchants and online retailers, who are able to purchase DVDs for sale to consumers at the same time as traditional in-store video retailers, like Hastings, which purchase DVDs for rental. In addition, some retailers sell movies at lower prices in order to increase overall traffic to their stores or businesses, and mass merchants may be more willing to sell at lower prices, and in some instances, below wholesale. These factors have increased consumer interest in purchasing DVDs, which has reduced the significance of the DVD rental window.
We believe that the increased consumer purchases are due in part to consumer interest in building DVD libraries of classic movies and personal favorites and that the studios will remain dependent on the traditional in-store video retailer to generate revenues for the studios from titles that are not classics or current box office hits. Approximately 60% of most studios’ revenues are derived from their home entertainment divisions. We therefore believe the importance of the video rental industry to the studios will continue to be a factor in studio pricing decisions. However, we cannot control or predict studio pricing policies with certainty, and we cannot assure that consumers will not increasingly desire to purchase rather than rent movies as a result of further decreases in studio sell-through pricing and/or sustained or further depressed pricing by competitors. Additionally, studios entering into exclusive alliances with our competitors could negatively affect our ability to purchase rental titles at competitive prices. Personal DVD libraries could also cause consumers to rent or purchase fewer movies in the future. Our profitability could therefore be negatively affected if, in light of any such consumer behavior, we were unable to (i) grow our rental business, (ii) replace gross profits from generally higher-margin rentals with gross profits from increased sales of generally lower-margin sell-through product or (iii) otherwise positively affect gross profits, such as through price increases or cost reductions. Our ability to achieve one or more of these objectives is subject to risks, including the risk that we may not be able to compete effectively with other DVD retailers, some of whom may have competitive advantages such as the pricing flexibility described above or favorable consumer perceptions regarding value.
Regardless of the wholesale pricing environment, the extent of our profitability is dependent on our ability to enter into and maintain arrangements with the studios that effectively balance copy depth and cost considerations. Each type of arrangement provides different advantages and challenges for us. The ability to negotiate preferred terms under revenue sharing agreements for the procurement of DVD or video game titles is crucial to our operations. Our profitability could be negatively affected if studios were to make other changes in their wholesale pricing policies and revenue-sharing agreements.
Our business has been and will continue to be negatively impacted by new technology that provides alternate methods of video, music and book delivery.
Advances in technologies such as video-on-demand, rental video kiosks and electronic book readers, or certain changes in consumer behavior driven by these or other technologies and methods of delivery have had and could continue to have a negative effect on our business. In particular, our business could be impacted if (i) newly released movies were to be made widely available by the studios to these technologies at the same time or before they are made available to in-store video retailers for rental and (ii) these technologies were to be more widely accepted by consumers. In addition, advances in direct broadcast satellite and cable technologies may adversely affect public demand for video store rentals. If direct broadcast satellite and digital cable were to become more widely available and accepted, this could cause a smaller number of movies to be rented if viewers were to favor the expanded number of conventional channels and expanded content, including movies, specialty programming and sporting events, offered through these services. If this were to occur, it could have a negative effect on our video rental business. Direct broadcast satellite providers transmit numerous channels of programs by satellite transmission into subscribers’ homes. Also, cable providers are taking advantage of digital technology to transmit many additional channels of television programs over cable lines to subscribers’ homes.
The continuing popularity of technological advances that allow consumers to download music directly from the Internet could continue to have a negative impact on our music business. Additionally, the emergence of rental video kiosks could continue to have an adverse affect on our movie rental business. Electronic book readers that allow consumers to download books directly to a portable device have had, and could continue to have, a negative impact on our book business.
We rely on certain key personnel.
Management believes that the Company’s continued success will depend, to a significant extent, upon the efforts and abilities of Mr. John H. Marmaduke, Chairman, President and Chief Executive Officer. The loss of Mr. Marmaduke’s services could have a material adverse effect on our operations. We maintain a “key man” term life insurance policy on Mr. Marmaduke for $10 million. In addition, our success depends, in part, on our ability to retain key management and attract other personnel to satisfy our current and future needs. The inability to retain key management personnel or attract additional qualified personnel could have a material adverse effect on our operations.
Our growth is dependent on our ability to execute our expansion strategy.
Our growth strategy is dependent principally on our ability to open new stores and remodel, expand or relocate certain of our existing stores and operate them profitably. In general, the rate of our expansion depends, among other things, on general economic and business conditions affecting consumer confidence and spending, the availability of qualified management personnel and our ability to manage the operational aspects of our growth. It also depends upon the availability of adequate capital, which in turn depends in a large part upon the cash flow generated from operations.
Our future results will depend, among other things, on the success in implementing our expansion strategy. If stores are opened more slowly than expected, sales at new stores reach targeted levels more slowly than expected (or fail to reach targeted levels) or related overhead costs increase in excess of expected levels, our ability to successfully implement our expansion strategy would be adversely affected.
Changes to information technology systems may disrupt the supply chain.
We use a number of computerized information systems to manage our new release allocations, selection management, merchandise planning, pricing, markdowns and inventory replenishment at each store and at our distribution facility. These major systems collectively support our supply chain. Through continuing processes of review and evaluation, the Company is implementing modifications, enhancements and upgrades to its information technology systems. In some cases these changes include replacing legacy systems with successor systems. There are inherent risks associated with modifying or replacing these core systems, including timely, accurate movement and processing of data, which could possibly result in supply chain disruptions. We believe that the appropriate processes, procedures and controls are in place through our software development life cycle, design, testing and staging implementation, and as a result of obtaining appropriate commercial contracts and application documentation with third-party vendors supplying such replacement technologies. There are no assurances that we will successfully modify, integrate or launch these new systems or changes as planned or that they will occur without supply chain or other disruptions or without impacts on inventory valuation. These disruptions or impacts, if not anticipated and appropriately mitigated, could have a negative effect on our financial condition and results of operations.
Our business is dependent upon renewing or entering into new leases on favorable terms.
All of the Company’s stores are located in leased premises. If the cost of leasing existing stores increases, the Company cannot assure that it will be able to maintain its existing store locations as leases expire. In addition, the Company may not be able to enter into new leases on favorable terms or at all, or it may not be able to locate suitable alternative sites or additional sites for new store expansion in a timely manner. The Company’s revenues and earnings may decline if the Company fails to maintain existing store locations, enter into new leases, locate alternative sites or find additional sites for new expansion.
We cannot predict the impact of the current volatility in the financial markets and the resulting costs or constraints in obtaining financing on our business and financial results.
Historically, our principal sources of cash are our operating activities and borrowings under our revolving credit facility. The crisis in the financial markets beginning in fiscal 2008 has had a significant adverse impact on a number of financial institutions. The inability of the financial institution providing our credit facility to fund its commitment could adversely affect our ability to generate cash. We cannot predict with any certainty the impact of any continued deterioration in the financial markets or any resulting material impact on our lender’s liquidity, future financing costs or results of operations.
Global economic conditions, including recessions or slow economic growth, and continuing credit market disruptions in the United States, could continue to adversely affect our business and financial results.
The continued uncertainty in the economy could have a significant negative impact on consumer spending, particularly discretionary spending for the products we sell. Consumer confidence, recessionary and inflationary trends, consumer credit availability, interest rates, consumers’ disposable income and spending levels, fuel prices, unemployment rates and income tax rates may directly affect our financial results. Specifically, these economic conditions could negatively impact:
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consumer demand for our products, including shifting consumer purchasing patterns to lower-cost options,
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the mix of our products’ sales, and
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the ability of certain suppliers to fill our orders for various products or other goods and services.
Ongoing volatility in global commodity, currency and financial markets resulted in uncertainty in the business environment beginning in 2009, which is expected to continue into 2012. We rely on access to the credit markets, specifically our revolving credit facility, to provide supplemental funding for our operations. Although we have not experienced a disruption in our ability to borrow under this facility, it is possible that we may have difficulty accessing the credit markets in the future, which may disrupt our businesses or further increase our cost of funding its operations.
We may see increased costs or lower revenue arising from health care reform.
In March 2010, Congress passed, and the President signed, the Patient Protection and Affordable Care Act. This act may have a significant impact on health care providers, insurers and others associated with the health care industry. We are currently evaluating the impact of this comprehensive act on our business. In March 2012, the U.S. Supreme Court heard oral arguments on the constitutionality of this legislation, and the Court may strike down all or portions of the statute, making its application even more uncertain. Federal and state governments may propose other health care initiatives and revisions to the health care and health insurance systems. It is uncertain what legislative programs, if any will be adopted in the future, or what action the Supreme Court, Congress or state legislatures may take regarding health care reform proposals or legislation.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
ITEM 2. PROPERTIES.
As of March 31, 2012, we operated 138 superstores in 19 states located as indicated in the following table:
Additionally, we operated two Sun Adventure Sports stores, located in Amarillo, Texas and Lubbock, Texas, and one TRADESMART store, located in Littleton, Colorado.
Currently, we lease sites for all our stores. These sites typically are located in pre-existing, stand-alone buildings or strip shopping centers. Our primary market areas are medium-sized communities with populations generally less than 250,000. We have developed a systematic approach using our site selection criteria to evaluate and identify potential sites for new stores. Key demographic criteria for stores include community population, community and regional retail sales, personal and household disposable income levels, education levels, median age and proximity of colleges or universities. Other site selection factors include current competition in the community, visibility, available parking, ease of access and anchor tenants.
We actively manage our existing stores and from time to time close under-performing stores. We closed six stores during fiscal 2011 and three stores during fiscal 2010. Additionally, we plan to close three stores during fiscal 2012, when the leases for these stores expire.
The terms of our store leases vary considerably. We strive to maintain maximum location flexibility by entering into leases with long initial terms and multiple short-term extension options. We have been able to enter into leases with these terms in part because we generally bear a substantial portion of the cost of preparing the space for a store.
The following table sets forth, as of March 31, 2012, the number of superstores that have current lease terms that will expire during each of the following fiscal years and the associated number of stores for which we have options to extend the lease term:
In addition to the table set forth above, the Sun Adventure Sports located in Amarillo, Texas has a lease that will expire during fiscal 2020, with options available to extend the lease term. The Sun Adventure Sports located in Lubbock has a lease that will expire during fiscal 2022 with an option available to extend the lease term. TRADESMART, located in Littleton, Colorado, has a lease that will expire during fiscal 2021 with an option available to extend the lease term.
Historically, we have not experienced any significant difficulty renewing or extending leases on a satisfactory basis.
Our headquarters and distribution center are located in Amarillo, Texas in a leased facility consisting of approximately 45,000 square feet for office space and 198,000 square feet for the distribution center. The leases for this property terminate in September 2014, and we have the option to renew these leases through March 2026.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
Information regarding our legal proceedings is set forth in Note 15 to the consolidated financial statements, which information is incorporated herein by reference.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The shares of Hastings’ common stock are listed and traded on The NASDAQ National Market (“NASDAQ”) under the symbol “HAST.” Our common stock began trading on June 12, 1998, following our initial public offering. The following table contains, for the fiscal periods indicated, the high and low sales prices per share of our common stock as reported on NASDAQ:
As of March 31, 2012, there were 290 holders of record of our common stock.
The payment of dividends is within the discretion of the Board of Directors and will depend on our earnings, capital requirements and our operating and financial condition, among other factors. We have not declared or paid any dividend during fiscal 2011 or 2010, nor do we intend to pay dividends in the foreseeable future.
A summary of our purchases of shares of our common stock for the three months ended January 31, 2012 is as follows:
ISSUER PURCHASES OF EQUITY SECURITIES
(1) All share purchases were open-market purchases made under a repurchase plan publicly announced in a press release dated September 28, 2001. Our Board of Directors initially authorized the repurchase of up to $5.0 million worth of our common stock. To date, the Board of Directors has approved the repurchase of up to an additional $32.5 million of our common stock. Each such authorization to increase amounts was publicly announced in a press release. The repurchases satisfied the conditions of the safe harbor of Rule 10b-18 under the Exchange Act.
(2) A total of 5,343,749 shares have been purchased under the repurchase plan at a total cost of approximately $31.2 million, or approximately $5.84 per share.
Comparison of Cumulative Five Year Total Return
The graph above compares the cumulative total shareholder return on our common stock for the last five years with the cumulative total return on the S&P 500 Index and the NASDAQ Composite Index over the same period. The graph assumes the investment of $100 in Hastings common stock, the S&P 500 Index and the NASDAQ Composite Index on January 31, 2007 and the reinvestment of all dividends.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information concerning stock options outstanding, the weighted average exercise price of those options and options remaining to be granted under existing option plans, whether approved or not approved by security holders, as of January 31, 2012. The purpose of this table is to illustrate the potential dilution that could occur from past and future equity grants. Hastings does not have any outstanding warrants or stock appreciation rights.
(1) Not included in the above table are 78,750 restricted stock units that will result in the issuance of Hastings common stock upon the vesting of such restricted stock units. The restricted stock units were granted under equity compensation plans that have been approved by security holders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The data set forth below should be read in conjunction with Item 7
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and “Item 6. Selected Financial Data” appearing elsewhere in this Annual Report on Form 10-K.
Overview
Hastings is a leading multimedia entertainment retailer that buys, sells, trades and rents various home entertainment products, including books, music, software, periodicals, new and used CDs, movies on DVD and Blu-ray, video games, video game consoles and electronics. We also offer consumables and trends products such as apparel, t-shirts, action figures, posters, greeting cards and seasonal merchandise through our entertainment stores and our Internet web site. As of March 31, 2012, we operated 138 stores averaging approximately 24,000 square feet in medium-sized markets located in 19 states, primarily in the Western and Midwestern United States. Each of the stores, operated on leased premises, is wholly-owned by us and is operated under the name of Hastings. We also operate three concept stores, Sun Adventure Sports, located in Amarillo, Texas and Lubbock, Texas, and TRADESMART, located in Littleton, Colorado, which are wholly-owned by us.
Over the past three years, our financial performance has been adversely impacted by a number of factors, including the economic downturn and the expanding digital delivery of entertainment. As the economy improves, we expect our total revenues to improve. However, as consumer spending patterns shift toward digital delivery of content and internet retailers, particularly with regard to books, we expect the negative trends in sales of new books to continue and therefore expect a slight single digit decrease in Book Comp sales, excluding sales of the Nextbook Premium 7 electronic book reader and related accessories, for fiscal 2012. We expect Music Comp sales, which have had mid single to double digit decreases for the last five years driven primarily by digital content delivery, to have a slight increase for fiscal 2012. The Music Comp increase planned is primarily due to our plans to expand the footprint for Music in approximately 55 stores during fiscal 2012 as we shrink our rental footprint. Movie Comps have been negatively impacted by a weak schedule of new releases during fiscal 2011 which has directly impacted new movie sales. We expect the negative trend in sales of new movies to continue but we expect a slight increase for total Movie Comps for fiscal 2012, primarily driven by an increase in sales of used movies.
Our operating strategy is to continue to enhance our position as a multimedia entertainment retailer by expanding and remodeling existing stores, opening new stores in selected markets and offering our products through our Internet web site. We are also focused on shifting our business model more toward lifestyle products to become less dependent on entertainment products. Some examples of lifestyle products include tablet expansions for reading, watching movies and playing games and phone app products to be used with your smart phone for fun, health and fitness References herein to fiscal years are to the twelve-month periods that end in January of the following calendar year. For example, the twelve-month period ended January 31, 2012 is referred to as fiscal 2011.
Critical Accounting Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We believe the following critical accounting estimates comprise our more significant estimates and assumptions used in the preparation of our financial statements. Our significant estimates and assumptions are reviewed, and any required adjustments are recorded, on a monthly or quarterly basis.
Lower of Cost or Market for Merchandise Inventory. Our merchandise inventories are recorded at the lower of cost, which approximates the first-in, first-out (“FIFO”) method, or market. As with any retailer, economic conditions, cyclical customer demand and changes in purchasing or distribution can affect the carrying value of inventory. As circumstances warrant, we record the lower of cost or market inventory adjustments. In some instances, these adjustments can have a material effect on the financial results of an annual or interim period. In order to determine such adjustments, we evaluate the age, inventory turns and estimated market value and returnability of merchandise inventory by product category and record an adjustment if estimated market value is below cost.
Rental Asset Depreciation. We have established rental asset depreciation policies that match rental product costs with the related revenues. These policies require that we make significant estimates, based upon our experience, as to the ultimate amount and timing of revenue to be generated from our rental product. We utilize an accelerated method of depreciation because it approximates the pattern of demand for the product, which is higher when the product is initially released by the studios for rental and declines over time. In establishing salvage values for our rental product, we consider the sales prices and sales volume of our previously rented product and other used product.
We currently depreciate the cost of our rental assets on an accelerated basis over six months or nine months, except for rental assets purchased for the initial stock of a new store, which are depreciated on a straight-line basis over 36 months. Rental assets, which include DVDs, Blu-rays and Video Games, are depreciated to salvage values ranging from $4 to $10. Rental assets purchased for less than established salvage values are not depreciated.
We also review the carrying value of our rental assets to ensure that estimated future cash flows exceed the carrying value. We periodically record adjustments to the value of previously rented product primarily for estimated obsolescence or excess product based upon changes in our original assumptions about future demand and market conditions. If future demand or actual market conditions are less favorable than our original estimates, additional adjustments, including adjustments to useful lives or salvage values, may be required. We continually evaluate the estimates surrounding the useful lives and salvage values used in depreciating our rental assets. Changes to these estimates resulting from changes in consumer demand, changes in customer preferences or the price or availability of retail products may materially impact the carrying value of our rental assets and our rental margins.
The costs of rental product purchased pursuant to revenue-sharing arrangements, which are recorded in rental cost of sales on the consolidated statements of operations, typically include a lower initial product cost than traditional rental purchases with a certain percentage of the net rental revenues shared with studios over an agreed period of time. Any up-front costs exceeding the designated salvage value are amortized on an accelerated basis and revenue-sharing payments pursuant to the applicable arrangement are expensed as rental cost of sales as the related revenue is earned. Additionally, certain titles have performance guarantees. We analyze titles that are subject to performance guarantees and recognize an estimated expense for under-performing titles throughout the applicable period based upon our analysis of the estimated rental revenue shortfall. We revise these estimates on a monthly basis, based on actual results.
Impairment or Disposal of Long-Lived Assets. We evaluate under-performing stores on a quarterly basis to determine whether projected future cash flows over the remaining lease term are sufficient to recover the carrying value of the fixed asset investment in each individual store. If projected future cash flows are less than the carrying value of the fixed asset investment, an impairment charge is recognized if the estimated fair value is less than the carrying value of such assets. The carrying value of leasehold improvements as well as certain other property and equipment is subject to impairment write-down.
Income Taxes. In determining net income (loss), we make certain estimates and judgments in the calculation of tax expense and the resulting tax liabilities and in the recoverability of deferred tax assets that arise from temporary differences between the tax and financial statement recognition of revenue and expense. We record deferred tax assets and liabilities for future income tax consequences that are attributable to differences between financial statement carrying amounts of assets and liabilities and their income tax bases. We base the measurement of deferred tax assets and liabilities on enacted tax rates that we expect will apply to taxable earnings in the year when we expect to settle or recover those temporary differences. We recognize the effect on deferred tax assets and liabilities on any change in income tax rates in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that a deferred tax asset will not be realized. In determining the appropriate valuation allowance, we consider all available positive and negative evidence, including our ability to carry back operating losses to prior periods, projected future taxable income, tax planning strategies and the reversal of deferred tax liabilities.
The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood, on a cumulative basis, of being realized upon ultimate settlement. We recognize interest and penalties relating to any uncertain tax positions as a component of income tax expense.
Share-Based Compensation. Determining the amount of share-based compensation to be recorded in the statement of operations requires us to develop estimates that are used in calculating the grant-date fair value of stock options. In determining the fair value of stock options, we use the Black-Scholes valuation model, which requires us to make estimates of the following assumptions:
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Expected volatility - The estimated stock price volatility is derived based upon our historical stock prices over the expected life of the option.
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Expected life of the option - The estimate of an expected life is calculated based on historical data relating to grants, exercises and cancellations, as well as the vesting period and contractual life of the option.
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Risk-free interest rate - The risk-free interest rate is based on the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected life of the option.
Our stock price volatility and expected option lives involve management’s best estimates at the grant date, both of which impact the fair value of the option calculated under the Black-Scholes pricing model and, ultimately, the expense that will be recognized over the vesting period of the option.
We recognize compensation expense only for the portion of options that are expected to vest. Therefore, we apply estimated forfeiture rates that are derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods.
In addition to stock options, we award restricted stock awards, including restricted stock units and performance-based restricted stock awards. The grant date fair value of restricted stock awards is equal to the average of the opening and closing stock price on the day on which they are granted. For performance-based restricted stock awards, compensation expense is recognized if management deems it probable that the performance conditions will be met. Management must use its judgment to determine the probability that a performance condition will be met. If actual results differ from management’s assumptions, future results could be materially impacted.
Gift Card Breakage Revenue. We sell gift cards through each of our stores and through our web site www.goHastings.com. The gift cards we sell have no stated expiration dates or fees and are subject to potential escheatment rights in some of the jurisdictions in which we operate. Gift card liabilities are recorded as deferred revenue at the time of sale of such cards with the costs of designing, printing and distributing the cards recorded as expense as incurred. Prior to the fourth quarter of fiscal 2009, the liability was relieved and revenue was recognized only upon redemption of the gift cards. Beginning in the fourth quarter of fiscal 2009, we had sufficient historical data to analyze gift card redemption patterns and a final determination of the escheatment laws applicable to our operations. As a result, during the fourth quarter of fiscal 2009, we recorded approximately $8.5 million of revenue related to the initial change in estimated breakage on gift cards we previously issued and sold. Subsequent to the initial change in estimate related to gift card breakage, gift card breakage revenue is recognized as gift cards are redeemed, based upon an analysis of the aging and utilization of gift cards, our determination that the likelihood of future redemption is remote and our determination that such balances are not subject to escheatment laws applicable to our operations.
Results of Operations
The following tables present our statement of operations data, expressed as a percentage of revenue, and the number of stores open at the end of period for the three most recent fiscal years.
(1) We operate three concept stores, including two Sun Adventure Sports and one TRADESMART, which are not included in summary of Hastings Stores activity.
Fiscal 2011 Compared to Fiscal 2010
Revenues. Total revenues for the fiscal year ended January 31, 2012 decreased approximately $24.7 million, or 4.7%, to $496.4 million compared to $521.1 million for the fiscal year ended January 31, 2011. As of January 31, 2012, we operated six fewer Hastings superstores, as compared to January 31, 2011. In addition to our superstores, we operated two additional concept stores, TRADESMART (Littleton) and Sun Adventures Sports (Lubbock), as compared to January 31, 2011. The following is a summary of our revenues results (dollars in thousands):
Comparable-store revenues (“Comp”)
Below is a summary of the Comp results for our major merchandise categories:
Trends Comps increased 10.4% for fiscal 2011 due to increased sales of apparel and accessories, novelty items, new comics and graphic novels, action figures and collectible card games, such as Magic: The Gathering. Key drivers in the apparel and accessories category included hats, jewelry, licensed apparel, bags and footwear. Hardback Café Comps increased 4.8% during fiscal 2011 primarily due to increased sales of iced and blended specialty café drinks. Electronics Comps increased 3.7% during fiscal 2011, primarily resulting from increased sales of headphones, along with strong sales of refurbished Apple iPads and tablet accessories, partially offset by lower sales of new Apple iPods. Music Comps decreased 4.5% for fiscal 2011, due to lower sales of new and used CDs. CD sales were impacted by a sales shift to lower priced promotional products. Music units sold increased 1.3% during fiscal 2011. Book Comps decreased 4.8% during fiscal 2011 due to lower sales of new mass market books, hardbacks and trade paperbacks, lower sales of used hardbacks and trade paperbacks, and lower sales of magazines, partially offset by sales of the Nextbook Premium 7 e-reader tablet and related accessories. Book Comps, excluding sales of the Nextbook Premium 7 and related accessories, decreased 5.7% for fiscal 2011. New book sales were negatively impacted by the increasing popularity of e-readers. Video Game Comps decreased 5.1% during fiscal 2011, primarily due to lower sales of new and used video game consoles, new gaming accessories and new video games for the Nintendo Wii and Nintendo DS handheld console. These decreases were partially offset by increased sales of new and used games for the Microsoft XBOX 360, new games for the Sony Playstation 3, and used accessories. Consumable Comps decreased 6.3% for fiscal 2011, primarily resulting from lower sales of bottled drinks, popcorn and assorted candies and snack foods. Consumable sales are highly dependant on rental traffic which was down during the current fiscal year. Movies Comps decreased 8.2% during fiscal 2011 due to lower sales of new and used DVDs, along with DVD boxed sets, partially offset by increased sales of new and used Blu-ray movies. Movie Comps were negatively impacted by a weaker slate of releases during fiscal 2011.
Rental Comps decreased 12.4% for fiscal 2011, primarily due to fewer rentals of DVDs and video games, partially offset by increased rentals of Blu-ray movies. Rental Video Comps were negatively impacted by a lower quality of new releases during the current fiscal year and by competitor rental kiosks and subscription-based rental services. Rental Video Comps decreased 13.1% for the year, and units rented decreased 11.2%. Rental Video Game Comps decreased 5.9% and units rented decreased 6.7%.
For fiscal 2012, we are projecting a slight increase in Merchandise Comps and a double digit decrease in Rental Comps. Generally, it is difficult for us to project future Comp sales. Our Comp sales are to a great extent dependent upon the quantity and quality of new releases from the studios, publishers, and hardware manufacturers, as well as general economic conditions and other factors not under our control.
Gross Profit - Merchandise. For fiscal 2011, total merchandise gross profit dollars decreased approximately $6.7 million, or 4.9%, to $129.6 million from $136.3 million for fiscal 2010, primarily due to lower revenues, along with lower merchandise margin rates. As a percentage of total merchandise revenue, merchandise gross profit decreased to 30.5% for fiscal 2011, compared to 31.0% for fiscal 2010, primarily due to increased promotional pricing and freight costs, partially offset by lower shrinkage expense and lower markdown expense. The decrease in shrinkage expense is a direct result of our comprehensive store audit program that assesses store level execution and controls designed to reduce shrink, with a strong focus on our stores with historically high-shrinkage.
Gross Profit - Rental. For fiscal 2011, total rental gross profit dollars decreased approximately $7.0 million, or 13.9%, to $43.3 million from $50.3 million for fiscal 2010, primarily due to lower revenues, along with lower rental margin rates. As a percentage of total rental revenue, rental gross profit decreased to 61.4% for fiscal 2011 compared to 62.7% for fiscal 2010, also primarily as a result of lower rental revenues.
Selling, General and Administrative Expenses (“SG&A”). SG&A increased approximately $1.0 million, or 0.5%, to $185.1 million compared to $184.1 million for the same period last year, primarily due to the recognition of approximately $2.4 million in abandoned lease expense related to two stores closed during the fourth quarter and an increase of approximately $0.5 million in store maintenance costs, partially offset by a decrease of approximately $1.2 million in store labor costs and a decrease in bonuses under our bonus incentive programs of approximately $0.8 million. Excluding abandoned lease expense, SG&A decreased approximately $1.4 million during fiscal 2011, or 0.8%, to $182.7 million compared to $184.1 million for fiscal 2010. As a percentage of total revenue, SG&A increased to 37.3% for fiscal 2011 compared to 35.3% for fiscal 2010, primarily due to deleveraging resulting from lower revenues.
Interest Expense. For fiscal 2011, interest expense increased approximately $0.3 million, or 30.0%, to $1.3 million, compared to $1.0 million for fiscal 2010 primarily as a result of higher average debt levels during the current fiscal year, along with higher interest rates. The average rate of interest charged for fiscal 2011 increased to 2.7% compared to 2.5% for fiscal 2010.
Income Taxes. A valuation allowance is required if it is more likely than not that a deferred tax asset will not be realized. In assessing the need for a valuation allowance we considered all available positive and negative evidence, including our ability to carry back operating losses to prior periods, projected future taxable income, tax planning strategies and the reversal of deferred tax liabilities. Based on this analysis, we determined that it was more likely than not that our deferred tax assets will not be realized. As such, we established a valuation allowance of approximately $8.6 million at January 31, 2012. We will reassess the valuation allowance quarterly, and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly. Excluding the valuation allowance, the effective tax rate for fiscal 2011 was 29.4%, as compared to an effective rate of 28.7% for fiscal 2010.
Fiscal 2010 Compared to Fiscal 2009
Revenues. Total revenues for fiscal 2010 decreased approximately $10.2 million, or 1.9%, to $521.1 million compared to $531.3 million for fiscal 2009. The following is a summary of our revenues results (dollars in thousands):
Comparable-store revenues (“Comp”)
Below is a summary of the Comp results for our major merchandise categories:
Trends Comps increased 9.7% for fiscal 2010 resulting primarily from strong sales of new and used comics, “As Seen on TV” products such as Pillow Pets, shaped rubber bands, Hex Bugs, collectible card games such as Magic: The Gathering, and action figures. The increase in new and used comics is primarily due to an expanded comic footprint in 126 stores. The increase in action figure sales was driven by an increase in action figures sold through our proprietary goShip program and the addition of collectible action figures to our product mix. Hardback Café Comps increased 9.7% for fiscal 2010 primarily due to increased sales of specialty café drinks. Movie Comps increased 6.3% for fiscal 2010 primarily driven by strong sales of new and used Blu-ray movies, DVD boxed sets and used DVDs, partially offset by lower sales of new DVDs. Video Game Comps increased 4.7% for fiscal 2010 primarily as a result of increased sales of new and used video games for the Sony Playstation 3 and Microsoft XBOX 360 and strong sales of video game accessories, partially offset by lower sales of new video games for the Nintendo Wii, older generation video games, and games for handheld gaming systems including the Nintendo DS and Sony PSP. Lower sales of new video games for the Nintendo Wii were a direct result of low allocations of Nintendo first-party titles. Consumables Comps increased 2.7% for fiscal 2010 primarily due to increased sales of assorted candies and gums, including candies and snacks cross merchandised on our video rental wall, and seasonal candy. Electronics Comps increased 2.0% for fiscal 2010 resulting from increased sales of MP3 players and related accessories, headphones and PC accessories, partially offset by lower sales of digital converter boxes, Blu-ray players and refurbished iPods. Books Comps decreased 4.2% for fiscal 2010 primarily driven by lower sales of new trade paperbacks, mass-market books, and hardbacks, which to some degree is attributable to the increasing popularity of electronic book readers, and lower sales of magazines, partially offset by increased sales of used trade paperbacks and hardbacks. The decrease in new trade paperbacks was also driven by a less favorable comparison to prior year sales of titles in The Twilight Saga series by Stephenie Meyer as sales of these titles decreased approximately $0.6 million, or 75.4%, for fiscal 2010. Comp sales of used and bargain books increased 16.7% for fiscal 2010. Music Comps decreased 4.8% for fiscal 2010 primarily due to lower sales of new and used CDs, resulting directly from a continued industry decline as consumer spending patterns shift towards digital delivery of content and internet retailers. Sales of used music has been impacted by lower price points for new music, due to the fact that we were able to offer many new release CD’s for less than $10. We have worked closely with vendors to negotiate lower product costs which significantly mitigate the negative impact on gross margins resulting from lower price points and declining music sales. While Music Comps decreased for the period, units sold increased approximately 6.1%.
Rental Comps increased 1.0% for fiscal 2010, primarily due to fewer promotional sales being offered during the current period. Units rented increased 3.3% for fiscal 2010 as compared to fiscal 2009. Rental Video Comps increased 2.0% for the period while Rental Video Game Comps decreased 0.6% for the period.
Gross Profit - Merchandise. For fiscal 2010, total merchandise gross profit dollars increased approximately $1.9 million, or 1.4%, to $136.3 million from $134.4 million for fiscal 2009, due to higher margin rates. As a percentage of total merchandise revenue, merchandise gross profit increased to 31.0% for fiscal 2010, compared to 30.4% for fiscal 2009 primarily due to improvements in margin management, lower markdown expense, and lower costs to return product. These decreases were partially offset by an increase in freight costs, which resulted directly from increased shipments related to our goShip program, and increased shrinkage expense. We saw a slight decrease in shrinkage expense for the fourth quarter, as compared to the fourth quarter of fiscal 2009, which was a direct result of our comprehensive store audit program that assesses store level execution and controls designed to reduce shrink, with a strong focus on our high-shrinkage stores.
Gross Profit - Rental. For fiscal 2010, total rental gross profit dollars decreased approximately $1.7 million, or 3.3%, to $50.3 million from $52.0 million for fiscal 2009 resulting from lower margin rates and lower revenues. As a percentage of total rental revenue, rental gross profit decreased to 62.7% for fiscal 2010 compared to 63.8% for fiscal 2009 primarily as a result of increased shrinkage and lower rental revenues partially offset by lower rental depreciation expense. Rental depreciation is a function of rental purchases over approximately a six month period.
Selling, General and Administrative Expenses (“SG&A”). As a percentage of total revenue (excluding gift card breakage), SG&A increased to 35.4% for fiscal 2010 compared to 35.1% for the same period in the prior year. SG&A increased approximately $0.7 million, or 0.4%, to $184.1 million compared to $183.4 million for fiscal 2009 primarily due to an increase of approximately $1.3 million in labor costs which was primarily store labor, an increase in associate health insurance of approximately $0.6 million, an increase of approximately $0.6 million in store supplies expense, and an increase in stock-based compensation expense of approximately $0.4 million. Increases were partially offset by a decrease in depreciation expense of approximately $1.7 million related to a reduction in capital expenditures and a decrease of approximately $0.9 million in impairment charges for underperforming and closed stores.
Other Income. During the fourth quarter of fiscal 2009, the Company recorded a gain of approximately $1.4 million resulting from the receipt of insurance proceeds during fiscal 2009 related to a casualty loss incurred in fiscal 2008. During fiscal 2010, no such items were recorded.
Income Tax Expense. During fiscal 2010, the Company recorded a discrete tax benefit of approximately $0.2 million related to amended state returns resulting from an IRS audit of the Company’s previously filed Federal tax returns. During fiscal 2009, the Company recorded a discrete tax charge of approximately $0.4 million related to amended state and federal tax returns resulting from an IRS audit of the Company’s previously filed tax returns. Primarily as a result of these discrete tax items, the effective tax rates for fiscal 2010 and 2009 were 28.7% and 43.7%, respectively.
Liquidity and Capital Resources
We generate cash from operations from the sale of merchandise and the rental of products, most of which is received in cash and cash equivalents. Our primary sources of working capital are cash flow from operating activities including trade credit from vendors and borrowings under our revolving credit facility, with the most significant source in fiscal 2011 being borrowings under our revolving credit facility and fiscal 2010 being cash flow from operating activities. Other than our principal capital requirements arising from the purchasing, warehousing and merchandising of inventory and rental products, opening new stores and expanding or reformatting existing stores and updating existing and implementing new information systems technology, we have no anticipated material capital commitments, except for the stock buyback programs more fully discussed below. We believe our cash flow from operations and borrowings under our revolving credit facility will be sufficient to fund our ongoing operations and store reformations through fiscal 2012.
At January 31, 2012, total outstanding debt was $53.3 million. We project our outstanding debt level at January 31, 2013 will be in the range of $51.0 to $53.0 million. At January 31, 2012, we had approximately $48.3 million in excess availability under the Facility (as defined below), after the $10 million availability reserve.
Consolidated Cash Flows
Operating Activities. Net cash used in operating activities totaled $4.5 million for fiscal 2011 compared to cash provided by operating activities of $23.5 million for fiscal 2010. Net loss for fiscal 2011 was approximately $17.6 million for fiscal 2011 compared to net income of $1.7 million for fiscal 2010. Merchandise inventories decreased approximately $5.6 million during fiscal 2011, compared to a decrease of $13.4 million during fiscal 2010, primarily due to differences in the timing and amount of inventory build-up based on anticipated sales for the holiday season, along with inventory for our new TRADESMART store which opened during the third quarter of fiscal 2011. Trade accounts payable decreased approximately $8.3 million during fiscal 2011 compared to an increase of $3.8 million during fiscal 2010, primarily resulting from our decision to carry higher inventory levels during the second and third quarters of fiscal 2011 in an effort to reduce costs to return products, and thereby reducing the amount of inventory purchases required for the holiday selling season. Consequently, our days in accounts payable decreased for fiscal 2011. Accrued expenses and other liabilities decreased approximately $0.2 million during fiscal 2011 compared to a decrease of approximately $1.8 million during fiscal 2010, primarily as a result of abandoned lease amounts accrued for two stores we closed during fiscal 2011 and a reduction in executive bonuses payable. Purchases of rental video decreased to $22.1 million during fiscal 2011, compared to $25.6 million during fiscal 2010, resulting primarily from fewer purchases related to a weaker slate of new releases during fiscal 2011. During fiscal 2012, we estimate net cash provided by operations of approximately $7.0 to $9.0 million. The expected increase from fiscal 2011 net cash used by operations to estimated fiscal 2012 net cash provided by operations results primarily from lower merchandise inventories, and a projected decrease in net loss for fiscal 2012.
Investing Activities. Net cash used in investing activities increased $4.0 million, or 33.6%, from $11.9 million in fiscal 2010 to $15.9 million in fiscal 2011. This increase was primarily due to increased expenditures related to three new stores opened during fiscal 2011. In fiscal 2012, the Company projects capital expenditures to be approximately $9.7 million. The planned reduction is primarily due to our plans to not open, remodel, or relocate any stores during fiscal 2012. Of the planned capital expenditures amount, approximately $3.0 million will be spent to roll out a format change surrounding the reduction of rental footprint and expansion of other category footprints to approximately fifty-five stores during the year. The remaining planned capital expenditures will be for standard non-discretionary assets.
Financing Activities. Cash provided by or used in financing activities is primarily associated with borrowings and payments made under our revolving credit facility (described below under “Capital Structure”). For fiscal 2011, cash provided by financing activities was $18.5 million compared to cash used in financing activities of $14.3 million for fiscal 2010. Net borrowings from our revolving credit facility during fiscal 2011 were approximately $21.5 million compared to net repayments of approximately $6.4 million during fiscal 2010 due to our net loss. The Company purchased $2.0 million of treasury stock in fiscal 2011, as compared to $6.4 million in fiscal 2010. We plan to purchase up to $1.2 million of treasury stock during fiscal 2012, which will be dependent upon movement of our stock price and actual fiscal 2012 operating results. Changes in our cash overdraft position decreased from cash used of $1.3 million for fiscal 2010 to a use of $1.0 million for fiscal 2011, due to timing of payments issued to vendors at the end of each year.
On September 18, 2001, we announced a stock repurchase program of up to $5.0 million of our common stock. As of January 31, 2012, the Board of Directors has approved increases in the program totaling $32.5 million. During fiscal year 2011, we purchased a total of 665,109 shares of common stock at a cost of approximately $2.0 million, or $2.97 per share. As of January 31, 2012, a total of 5,343,749 shares had been purchased under the program at a cost of approximately $31.2 million, for an average cost of approximately $5.84 per share. As of January 31, 2012, approximately $6.3 million remained available for repurchases under the stock repurchase program.
On December 4, 2009, we entered into a stock transfer agreement with the Marmaduke Family Limited Partnership (the “Partnership”). Under the stock transfer agreement, for a period of three years following the death of Mr. John H. Marmaduke, the Company’s President and Chief Executive Officer, the Partnership may tender for purchase to the Company, and, if so tendered, the Company will be required to purchase, the number of shares of the Company’s common stock belonging to the Partnership that equal an aggregate fair market value of $5.0 million. During this three year period, the Partnership may elect to tender portions of such shares in various lots and parcels, at any time and from time to time, and any tender shall not exhaust or limit the Partnership’s right to tender an additional amount of such shares, subject to the limitations set within the stock transfer agreement. Under the stock transfer agreement, the Company is not obligated to purchase, and the Partnership does not have the right to tender, any amount of such shares with an aggregate fair market value in excess of $5.0 million. In the event that Mr. Marmaduke resigns as an officer or director of the Company prior to his death, the Partnership’s right to tender the shares to the Company shall terminate. The stock transfer agreement shall terminate on the earlier of February 9, 2019, or four years after the death of Mr. Marmaduke. The Company is currently the beneficiary of a $10 million key-man life insurance policy on Mr. Marmaduke; a portion of the proceeds of which would be used to complete any purchases of shares resulting from the stock transfer agreement.
Capital Structure. On July 22, 2010, we entered into the Amended and Restated Loan and Security Agreement with Bank of America, N.A., as agent, which amended and restated our Loan and Security Agreement dated as of August 29, 2000, as otherwise amended (the “Prior Agreement”), and on July 21, 2011, we entered into an amendment (the “First Amendment”) to the Amended Agreement with Bank of America, N.A. (collectively, the “Amended Agreement”). The First Amendment increased the revolving credit facility from $100 million to $115 million, increased our borrowing base, lowered our interest rates, and allowed for the payment of dividends, which was previously prohibited under the Amended Agreement. The Amended Agreement is substantially the same as the Prior Agreement, extends the maturity date of the Prior Agreement from August 29, 2011 to July 22, 2014, and provides that we may repurchase up to $10.0 million worth of our common stock. The Amended Agreement also provides that we may repurchase additional shares of our common stock in the event we meet certain criteria set forth in the Amended Agreement. The Amended Agreement includes certain debt and acquisition limitations and requires a minimum Availability that is greater than or equal to $10.0 million at all times. Our obligations under the Amended Agreement are secured by a pledge of substantially all of the assets of the Company and our subsidiary and are guaranteed by our subsidiary.
The amount outstanding under the Amended Agreement is limited by a borrowing base predicated on the sum of (a) 85% of Eligible Credit Card Receivables plus (b) either (i) at all times during the year, other than those stated in (ii), 90% of the liquidation value of eligible inventory or (ii) from September 1st through and including December 27th of each year, 92.5% of the liquidation value of eligible inventory, less (c) Availability Reserves (each term as defined in the Amended Agreement), and is limited to a ceiling of $115 million, less a minimum availability reserve that is greater than or equal to 10% of the lesser of (a) the Borrowing Base, or (b) the Revolving Credit Ceiling, provided however that we must also maintain Availability that is greater than or equal to $10 million at all times. The lender may increase specifically defined reserves to reduce availability in the event of adverse changes in our industry or our financial condition that are projected to impact the value of our assets pledged as collateral. The lender must exercise reasonable judgment and act in good faith with respect to any changes in the specifically defined reserves.
Interest under the Amended Agreement will accrue, at our election, at a Base Rate or Libor Rate, plus, in each case, an Applicable Margin, which is determined by reference to the level of Availability as defined in the Amended Agreement, with the Applicable Margin for Libor Rate loans ranging from 2.00% to 2.50% and the Applicable Margin for Base Rate loans ranging from 1.00% to 1.50%. In addition, unused line fees ranging from 0.30% to 0.375% (determined by reference to the level of usage under the Amended Agreement) are also payable on unused commitments.
At January 31, 2012, we had approximately $48.3 million in excess availability, after the $10 million availability reserve, under the Amended Agreement. We expect to have approximately $47.0 to $50.0 million in excess availability, after the $10 million availability reserve and outstanding letters of credit, at January 31, 2013. However, excess availability may be reduced in the future as changes in the borrowing base occur or the lenders increase availability reserves. The average rates of interest incurred for the fiscal years ended January 31, 2012 and 2011 were 2.7% and 2.5%, respectively. Deferred financing costs that were amortized into interest expense during the fiscal years ended January 31, 2012 and 2011 are excluded from the calculation of the average rate of interest for the period.
We utilize standby letters of credit to support certain insurance policies. The aggregate amount of the letters of credit at January 31, 2012, was approximately $0.7 million, which reduces the excess availability under the Amended Agreement.
At January 31, 2012, our minimum lease commitments for fiscal 2012 were approximately $24.5 million. Total existing minimum operating lease commitments for fiscal years 2012 through 2026 were approximately $149.0 million as of January 31, 2012.
Contractual Obligations and Off-Balance Sheet Arrangements. In the ordinary course of business, we routinely enter into purchase commitments for various aspects of our operations, such as warehouse equipment and office equipment. However, we do not believe that these commitments will have a material effect on our financial condition, results of operations or cash flows. As of January 31, 2012, other than operating leases and standby letters of credit, we had not entered into any off-balance sheet arrangements or third-party guarantees, nor is it our business practice to do so.
The following summarizes our contractual obligations at January 31, 2012, and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in thousands):
(1) Based on our internal forecasts, we estimate interest payments for FY 2012 to be approximately $1.6 million.
(2) Amounts include the direct lease obligations, excluding any taxes, insurance, maintenance and other related expenses. For the fiscal year ended January 31, 2012, payments for taxes, insurance, maintenance, and other related expenses, which are variable in nature, were approximately $5.6 million.
(3) As of January 31, 2012, we were a party to revenue-sharing arrangements with various studios. These agreements include minimum purchase requirements, based upon the box office results of the title, at a lower initial product cost as compared to non-revenue sharing purchases. In addition, these contracts require net rental revenues to be shared with the studios over an agreed period of time. We have included amounts owed and an estimate of our contractual obligation under these agreements for performance guarantees and minimum purchase requirements for the period in which they can reasonably be estimated, which is approximately two months in the future. Although these contracts may extend beyond the estimated two month period, we cannot reasonably estimate these amounts due to the uncertainty of purchases that will be made under these agreements. The amounts presented above do not include revenue sharing accruals for rental revenues that will be recognized during fiscal 2012.
(4) Uncertain tax position obligations including unrecognized tax benefits of $186,000 and accrued interest and penalties related to unrecognized tax benefits of $266,000, as of January 31, 2012, were not included in this table. Due to the uncertainty surrounding the timing of any future cash outflows related to uncertain tax position liabilities, we are not able to reasonably estimate the period of cash settlement with the respective taxing authority.
Seasonality and Inflation
Our business is highly seasonal, with significantly higher revenues and operating income realized during the fourth quarter, which includes the holiday selling season. Below is a tabular presentation of revenues and operating income by quarter, which illustrates the seasonal effects of our business:
We do not believe that inflation has materially impacted the results of operations during the past three years. Substantial increases in costs and expenses could have a significant impact on our operating results to the extent such increases are not passed along to customers.
Recent Accounting Pronouncements
During June 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-05: Comprehensive Income (Topic 220), Presentation of Comprehensive Income (“ASU 2011-05”), which amends existing guidance to allow companies two choices of how to present items of net income (loss), items of other comprehensive income (loss) and total comprehensive income (loss): (1) in one continuous statement of comprehensive income (loss) or (2) in two separate consecutive statements. Under the new guidance, companies will no longer be allowed to present other comprehensive income (loss) in the statement of stockholder’s equity. Also, companies will be required to present the components of other comprehensive income (loss) in their interim and annual financial statements. ASU 2011-05 requires retrospective application and is effective for public companies for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company early adopted ASU 2011-05 beginning with the fourth quarter of fiscal 2011, with no material impact on the Company’s consolidated financial statements.
In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRSs”).” Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company’s results of operation and financial condition.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In the ordinary course of our business, we are exposed to certain market risks, primarily changes in interest rates. Our exposure to interest rate risk consists of variable rate debt based on the lenders’ base rate or LIBOR plus a specified percentage at our option. The annual impact on our results of operations of a 100 basis point interest rate change on the January 31, 2012, outstanding balance of the variable rate debt would be approximately $0.5 million. After an assessment of these risks to our operations, we believe that the primary market risk exposures (within the meaning of Regulation S-K Item 305) are not material and are not expected to have any material adverse impact on our financial position, results of operations or cash flows for the next fiscal year.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
HASTINGS ENTERTAINMENT, INC.
Index to Consolidated Financial Statements
and Financial Statement Schedule
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Hastings Entertainment, Inc.
We have audited the accompanying consolidated balance sheets of Hastings Entertainment, Inc. as of January 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended January 31, 2012. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hastings Entertainment, Inc. at January 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Fort Worth, Texas
April 18, 2012
HASTINGS ENTERTAINMENT, INC.
Consolidated Balance Sheets
January 31, 2012 and 2011
(In thousands, except share data)
See accompanying notes to consolidated financial statements.
HASTINGS ENTERTAINMENT, INC.
Consolidated Statements of Operations
Years Ended January 31, 2012, 2011 and 2010
(In thousands, except per share data)
See accompanying notes to consolidated financial statements.
HASTINGS ENTERTAINMENT, INC.
Consolidated Statements of Comprehensive Income (Loss)
Years Ended January 31, 2012, 2011 and 2010
(In thousands, except per share data)
HASTINGS ENTERTAINMENT, INC.
Consolidated Statements of Shareholders’ Equity
Years ended January 31, 2012, 2011 and 2010
(In thousands, except share data)
See accompanying notes to the consolidated financial statements.
HASTINGS ENTERTAINMENT, INC.
Consolidated Statements of Cash Flows
Years ended January 31, 2012, 2011, and 2010
(In thousands)
See accompanying notes to consolidated financial statements.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(1) Operations and Summary of Significant Accounting Policies
(a) General
Hastings Entertainment, Inc. operates a chain of retail stores in 19 states, primarily in the Western and Midwestern United States. Revenues are generated from the sale of new and used books, music, DVDs, video games, and video game consoles, and new software, periodicals, consumables, and trends products. In addition, our revenues include the rental of DVDs, Blu-ray DVDs, and video games.
(b) Basis of Consolidation
The consolidated financial statements present the results of Hastings Entertainment, Inc. and its wholly-owned subsidiary. All inter-company transactions and balances have been eliminated in consolidation.
(c) Basis of Presentation
We operate in one reportable segment. Our fiscal years ended January 31, 2012, 2011 and 2010 are referred to as fiscal 2011, 2010 and 2009, respectively.
(d) Cash and Cash Equivalents
We consider all debit and credit card receivables totaling $1.2 million and $1.5 million at January 31, 2012 and 2011, respectively, from MasterCard, Visa, Discover, and American Express to be cash equivalents. All balances related to debit and credit card receivables typically settle within five days. We utilize a cash management process under which a book cash overdraft may exist for our primary disbursement accounts. These overdrafts represent un-cleared checks in excess of cash balances in bank accounts at the end of the reporting period and have been reclassified to accounts payable on the consolidated balance sheets. We transfer cash on an as-needed basis to fund clearing checks.
(e) Revenue Recognition
Merchandise and rental asset revenues are recognized at the point of sale or rental or at the time merchandise is shipped to the customer. Additionally, revenues are presented net of estimated returns and exclude all sales taxes. An allowance has been established to provide for expected merchandise returns.
We reduce our rental revenue through reserves for the estimated utilization of early return credits received by renters for early return of rentals. The reserve is relieved upon the redemption of these early return credits.
We provide our customers with the opportunity to trade in used DVDs, video games, CDs and books in exchange for cash consideration or store credit in the form of a gift card. Used merchandise inventory is recorded at a cost equal to the cash offer to the customer. If a customer chooses store credit, a gift card is issued for the amount of the cash offer plus a premium. Premiums associated with gift cards issued as a result of trade-in transactions are recorded as a reduction of revenue in the period in which the related gift cards are redeemed.
(f) Gift Cards and Breakage Revenue
We sell gift cards through each of our stores and through our web site www.goHastings.com. The gift cards we sell have no stated expiration dates or fees and are subject to potential escheatment rights in some of the jurisdictions in which we operate. Gift card liabilities are recorded as deferred revenue at the time of sale of such cards with the costs of designing, printing and distributing the cards recorded as expense as incurred. Prior to the fourth quarter of fiscal 2009, the liability was relieved and revenue was recognized only upon redemption of the gift cards. Beginning in the fourth quarter of fiscal 2009, we had sufficient historical data to analyze gift card redemption patterns and a final determination of the escheatment laws applicable to our operations. As a result, during the fourth quarter of fiscal 2009, we recorded approximately $8.5 million of revenue for the estimated breakage on gift cards we previously issued and sold. Subsequent to the initial change in estimate related to gift card breakage, gift card breakage revenue is recognized as gift cards are redeemed, based upon an analysis of the aging and utilization of gift cards, our determination that the likelihood of future redemption is remote and our determination that such balances are not subject to escheatment laws applicable to our operations. For fiscal 2011 and 2010, we recorded approximately $0.8 million of revenue related to gift card breakage. Unredeemed gift cards, net of estimated gift card breakage, approximated $10.9 million at January 31, 2012 and $11.1 million at both January 31, 2011 and 2010.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(g) Merchandise Inventories
Merchandise inventories are recorded at the lower of cost, which approximates the first-in, first-out (“FIFO”) method, or market. Amounts are presented net of an allowance for shrinkage and obsolescence.
Expenses included in cost of revenues include cost of product purchased from vendors; rental asset depreciation expense; revenue-sharing payments; shrinkage; inventory markdowns and write-offs; freight charges; receiving costs; inspection costs; and internal transfer costs. In addition, we include in cost of revenues all expenses associated with our distribution center, including freight, warehouse personnel costs, supplies, maintenance, depreciation, occupancy, property tax, and utility costs, in addition to costs associated with our returns center, including vendor refused product, handling charges, return fees, freight, return center personnel costs, supplies, maintenance, depreciation, rent and utilities. We include occupancy costs for retail locations in Selling, general and administrative (“SG&A”) expenses.
We transfer rental assets that have been converted to previously viewed titles for sale, from ‘Rental Assets’ to ‘Merchandise Inventories.’ The transfer to ‘Merchandise Inventories’ is recorded at the time of conversion, which is the first date the product is made available for sale. During fiscal 2011, 2010, and 2009, $10.3 million, $11.9 million, and $9.8 million, respectively, were transferred from rental assets to merchandise inventory at the lower of net book value or market.
Merchandise inventory owned by us is generally returnable based upon return agreements with our merchandise vendors. We continually return merchandise to vendors based on, among other factors, current and projected sales trends, overstock situations, authorized return timelines or changes in product offerings. At the end of any reporting period, in order to appropriately match the costs associated with the return of merchandise with the process of returning such merchandise, returns expense accruals are required for inventory that has been returned to vendors, is in the process of being returned to vendors, or has been identified to be returned to vendors. These costs can include freight, valuation and quantity differences, and other fees charged by a vendor. To accrue for such costs and estimate this allowance, we utilize historical experience adjusted for significant estimated or contractual modifications. Certain adjustments to the allowance can have a material effect on the financial results of an annual or interim period. There were no material adjustments in fiscal 2011, 2010, or 2009.
(h) Property and Equipment
Property and equipment are recorded at cost and depreciated using the straight-line method, except for rental assets, which are depreciated using an accelerated depreciation method. Furniture, fixtures, equipment and software are depreciated over their estimated useful lives of three to seven years. Leasehold improvements are amortized over the shorter of the related lease term or their estimated useful lives.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
Expenditures for maintenance, repairs and renewals that do not materially extend the original useful lives of assets are charged to expense as incurred.
We evaluate underperforming stores on a quarterly basis to determine whether projected future cash flows over the remaining lease term are sufficient to recover the carrying value of the fixed asset investment in each individual store. If projected future cash flows are less than the carrying value of the fixed asset investment, an impairment charge is recognized if the estimated fair value is less than the carrying value of such assets. The carrying value of leasehold improvements as well as certain other property and equipment is subject to impairment write-down.
(i) Rental Asset Depreciation
Rental assets, except for initial purchases for new stores, are depreciated using an accelerated method over six months or nine months. The initial purchases of rental assets for new stores are depreciated over 36 months using the straight-line method. Rental assets, which include DVDs, Blu-rays, and video games, are depreciated to salvage values ranging from $4 to $10. Rental assets purchased for less than established salvage values are not depreciated.
(j) Financial Instruments
Our financial instruments include cash and cash equivalents, available for sale investments related to our non-qualified supplemental executive retirement plan, accounts payable, and long-term debt. The fair value of cash and cash equivalents and accounts payable approximates carrying values due to their short-term duration. See Note 7 Fair Value Measurements for discussion of the fair value of the available for sale investments and long-term debt.
(k) Stock Based Compensation
Determining the amount of share-based compensation expense requires us to develop estimates that are used in calculating the grant-date fair value of stock options. In determining the fair value of stock options, we use the Black-Scholes valuation model, which requires us to make estimates of the following assumptions:
•
Expected volatility - The estimated stock price volatility is derived based upon our historical stock prices over the expected life of the option.
•
Expected life of the option - The estimate of an expected life is calculated based on historical data relating to grants, exercises, and cancellations and the vesting period and contractual life of the option.
•
Risk-free interest rate - The risk-free interest rate is based on the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected life of the option.
Our stock price volatility and expected option lives involve management’s best estimates at the time the valuation is conducted, both of which impact the fair value of the option calculated under the Black-Scholes pricing model and, ultimately, the expense that will be recognized over the vesting period of the option.
We recognize compensation expense only for the portion of options that are expected to vest. Therefore, we apply estimated forfeiture rates that are derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
In addition to stock options, we award restricted stock units. The grant date fair value of restricted stock units is equal to the average of the opening and closing stock price on the day on which they are granted.
(l) Advertising Costs
Advertising costs for newspaper, television and other media are expensed as incurred. Advertising expenses, net of reimbursement allowances from vendors, for the fiscal years 2011, 2010, and 2009 were $7.2 million, $7.7 million, and $7.8 million, respectively.
We receive payments and credits from vendors pursuant to cooperative advertising programs and display allowance agreements. During fiscal years 2011, 2010, and 2009, we received a total of approximately $6.7 million, $7.7 million, and $8.3 million, respectively, for such payments and credits. To the extent such payments are a reimbursement for a specific incremental and identifiable cost such amounts are recorded as a reduction in SG&A expenses at the time the associated advertisement is publicly released. The remainder of these payments and allowances are recorded as a reduction of merchandise inventory and the cost of rental assets and recognized in income as the related product is sold or rented.
(m) Pre-opening Costs
Pre-opening expenses include human resource costs, travel, rent, advertising, supplies and certain other costs incurred prior to a store’s opening and are expensed as incurred.
(n) Earnings Per Share
Basic earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is similarly computed, but includes the dilutive effect of stock-based awards.
(o) Use of Management Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(p) Impact of Recently Issued Accounting Standards
During June 2011, the Financial Accounting Standards Board issued ASU 2011-05: Comprehensive Income (Topic 220), Presentation of Comprehensive Income (“ASU 2011-05”), which amends existing guidance to allow companies two choices of how to present items of net income (loss), items of other comprehensive income (loss) and total comprehensive income (loss): (1) in one continuous statement of comprehensive income (loss) or (2) in two separate consecutive statements. Under the new guidance, companies will no longer be allowed to present other comprehensive income (loss) in the statement of stockholder’s equity. Also, companies will be required to present the components of other comprehensive income (loss) in their interim and annual financial statements. ASU 2011-05 requires retrospective application and is effective for public companies for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company early adopted ASU 2011-05 beginning with the fourth quarter of fiscal 2011, with no material impact on the Company’s consolidated financial statements.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRSs”).” Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company’s results of operation and financial condition.
(2) Merchandise Inventories
Merchandise inventories consist of the following:
During both fiscal 2011 and 2010, we purchased approximately 19% and 20%, respectively, of all products (defined herein as merchandise inventories and rental assets) from our top three vendors.
(3) Property and Equipment
Property and equipment consist of the following:
During fiscal 2011, 2010, and 2009, we recorded impairment charges of approximately $0.8 million, $0.7 million, and $1.6 million, respectively. See Note 7 on Fair Value Measurements for a discussion of the inputs used to estimate the fair value of store assets and the related impairment charges.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(4) Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
Merchandise inventories that are not sold can generally be returned to the vendors. The allowance for cost of inventory returns represents estimated costs related to merchandise returned or to be returned to vendors for which credit from the vendor is pending. Because the amount of credit to be received requires estimation, it is reasonably possible that our estimate of the ultimate settlement with our vendors may change in the near term. See Note 1 Merchandise Inventories for additional discussion.
Deferred gift card revenue as of the end of each period reflects our estimate of breakage on previously issued and sold gift cards.
In the ordinary course of business, we accrue estimated amounts for settlements with certain vendors related to disputed merchandise purchases and returns. Because the ultimate settlement may differ from our estimates, it is reasonably possible that our estimate of the ultimate settlement with our vendors may change in the near term. During fiscal 2011, 2010, and 2009 we reduced merchandise cost of revenues by approximately $1.8 million, $2.0 million, and $1.9 million, respectively, related to these vendor settlements.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(5) Store Closing Reserve
From time to time and in the normal course of business, we evaluate our store base to determine if we need to close a store. Such evaluations include consideration of, among other factors, current and future expected profitability, market trends, age of store and lease status.
Amounts in “Accrued expenses and other current liabilities” and “Other liabilities” at January 31, 2012 included accruals for the net present value of future minimum lease payments, net of estimated sublease income, attributable to closed or relocated stores. Expenses related to store closings are included in SG&A expenses in the consolidated statement of operations. There were no accruals for closed stores as of January 31, 2011.
The following table provides a roll-forward of our store closing reserves:
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(6) Long-term Debt
On January 31, 2012 and January 31, 2011, the balances on our revolving credit facility were $53.3 million and $31.8 million, respectively.
On July 22, 2010, we entered into the Amended and Restated Loan and Security Agreement with Bank of America, N.A., as agent, which amended and restated our Loan and Security Agreement dated as of August 29, 2000, as otherwise amended (the “Prior Agreement”), and on July 21, 2011, we entered into an amendment (the “First Amendment”) to the Amended Agreement with Bank of America, N.A. (collectively, the “Amended Agreement”). The First Amendment increased the revolving credit facility from $100 million to $115 million, increased our borrowing base, lowered our interest rates, and allowed for the payment of dividends, which was previously prohibited under the Amended Agreement. The Amended Agreement is substantially the same as the Prior Agreement, extends the maturity date of the Prior Agreement from August 29, 2011 to July 22, 2014, and provides that we may repurchase up to $10.0 million worth of our common stock. The Amended Agreement also provides that we may repurchase additional shares of our common stock in the event we meet certain criteria set forth in the Amended Agreement. The Amended Agreement includes certain debt and acquisition limitations and requires a minimum Availability that is greater than or equal to $10.0 million at all times. Our obligations under the Amended Agreement are secured by a pledge of substantially all of the assets of the Company and our subsidiary and are guaranteed by our subsidiary.
The amount outstanding under the Amended Agreement is limited by a borrowing base predicated on the sum of (a) 85% of Eligible Credit Card Receivables plus (b) either (i) at all times during the year, other than those stated in (ii), 90% of the liquidation value of eligible inventory or (ii) from September 1st through and including December 27th of each year, 92.5% of the liquidation value of eligible inventory, less (c) Availability Reserves (each term as defined in the Amended Agreement), and is limited to a ceiling of $115 million, less a minimum availability reserve that is greater than or equal to 10% of the lesser of (a) the Borrowing Base, or (b) the Revolving Credit Ceiling, provided however that we must also maintain Availability that is greater than or equal to $10 million at all times. The lender may increase specifically defined reserves to reduce availability in the event of adverse changes in our industry or our financial condition that are projected to impact the value of our assets pledged as collateral. The lender must exercise reasonable judgment and act in good faith with respect to any changes in the specifically defined reserves.
Interest under the Amended Agreement will accrue, at our election, at a Base Rate or Libor Rate, plus, in each case, an Applicable Margin, which is determined by reference to the level of Availability as defined in the Amended Agreement, with the Applicable Margin for Libor Rate loans ranging from 2.00% to 2.50% and the Applicable Margin for Base Rate loans ranging from 1.00% to 1.50%. In addition, unused line fees ranging from 0.30% to 0.375% (determined by reference to the level of usage under the Amended Agreement) are also payable on unused commitments.
We utilize standby letters of credit to support certain insurance policies. The aggregate amount of the letters of credit at January 31, 2012, was approximately $0.7 million, which reduces the excess availability under the Amended Agreement.
At January 31, 2012, we had approximately $48.3 million in excess availability, after the availability reserve, under the Amended Agreement. The average rates of interest incurred for fiscal years ended January 31, 2012 and 2011 were 2.7% and 2.5%, respectively. Deferred financing costs that were amortized into interest expense during the fiscal years ended January 31, 2012 and 2011 are excluded from the calculation of the average rate of interest for the respective period.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(7) Fair Value Measurements
We account for certain assets and liabilities at fair value on either a recurring or non-recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. These levels are:
•
Level 1 - Observable Inputs - quoted prices in active markets for identical assets and liabilities;
•
Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities - includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets; and
•
Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions.
At January 31, 2012 and 2011, we had approximately $1.6 million and $1.4 million, respectively, in assets that are carried at fair value on a recurring basis. These assets consist of available-for-sale investments related to our non-qualified supplemental executive retirement plan (“SERP”). The fair value of these investments was determined using Level 1 inputs.
During fiscal 2011 and 2010, we recognized charges for non-financial assets measured at fair value on a non-recurring basis, related to our store asset impairments. No such charges were recognized during fiscal 2009. The store asset impairment calculation compared the carrying amount of property and equipment to the individual stores’ fair values based on projected cash flows that we estimated would be used by a market participant in valuing these assets, a Level 3 input.
During fiscal 2011, we also recognized charges for non-financial liabilities measured at fair value on a non-recurring basis, related to our store closing reserve. No such charges were recognized during fiscal 2010 or fiscal 2009. Amounts recognized included accruals for the net present value of minimum lease payments, net of estimated sublease income, attributable to closed or relocated stores. The evaluation of store closing reserves include consideration of, among other factors, current and future expected profitability, market trends, age of store and lease status. These inputs are classified as Level 3 inputs.
Our long-term debt approximates fair value as of January 31, 2012 and 2011, due to the instrument bearing interest at variable rates that are comparable to what is currently available to us. We entered into the Amended Agreement with Bank of America on July 22, 2010, and specifically entered into the First Amendment on July 21, 2011, at which time our current interest rates were determined. See Note 6 on Debt for a more detailed discussion of the Amended Agreement.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(8) Leases
We lease retail space under operating leases with terms ranging from five to fifteen years, with certain leases containing renewal options. Renewal options are typically for five years and contain terms similar to those of the original lease. Lease agreements generally provide for minimum rentals. Some leases also include additional contingent rental amounts based upon specified percentages of sales above predetermined levels. Rental costs associated with operating leases that are incurred during a construction period are recognized as rental expense. Rental expense for operating leases is comprised of the following:
Future minimum lease payments under non-cancelable operating leases as of January 31, 2012 are:
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(9) Income Taxes
Income tax expense (benefit) is comprised of the following:
The difference between expected federal income tax expense based upon statutory rates and actual income tax expense is as follows:
Deferred income taxes have been established based upon the temporary differences between the financial statement and income tax bases of assets and liabilities. The reversal of the temporary differences will result in taxable or deductible amounts in future years when the related asset or liability is recovered or settled. A valuation allowance is required if it is more likely than not that a deferred tax asset will not be realized. In assessing the need for a valuation allowance, we considered all available positive and negative evidence, including our ability to carry back operating losses to prior periods, projected future taxable income, tax planning strategies and the reversal of deferred tax liabilities. Based on this analysis, we determined that it was more likely than not that our deferred tax assets will not be realized. As such, we established a valuation allowance of approximately $8.6 million at January 31, 2012. We will reassess the valuation allowance quarterly, and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
Included in total deferred tax assets are net U.S. operating loss carryforwards of $3.5 million that expire in fiscal 2031.
We follow the provisions of ASC 740, Income Taxes, which clarifies the accounting and disclosure for uncertainty in income taxes. Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits relating to uncertain tax positions, which are recorded in our Consolidated Balance Sheets.
As of January 31, 2012 and January 31, 2011, the Company had unrecognized tax benefits related to certain state jurisdictions in the amount of approximately $186,000. If recognized, this amount would result in a favorable effect on our effective tax rate.
We classify interest expense and penalties related to our uncertain tax positions as a component of income tax expense in the statement of operations. As of January 31, 2012 and 2011, we had current liabilities for penalties and interest in the amount of approximately $266,000 and $248,000, respectively. We recognized approximately $12,000 of interest as a component of income tax during each of the fiscal years ended January 31, 2012, 2011, and 2010.
Hastings and its subsidiary file a consolidated U.S. Federal income tax return as well as separate, unitary and combined income tax returns in several state jurisdictions. During fiscal 2009, the IRS initiated an audit of our U.S. federal tax return for fiscal year 2007. This audit was completed in February 2010, with no proposed changes. The Company is subject to U.S. Federal income tax examinations for fiscal years after fiscal 2007, and state jurisdictions have statutes of limitations generally ranging from three to five years.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(10) Earnings (Loss) Per Share
The computations of basic and diluted earnings (loss) per share are as follows:
Options to purchase 655,083, 257,744, and 275,677 shares of common stock outstanding at January 31, 2012, 2011, and 2010, respectively, were not included in the computation of diluted income per share because their inclusion would have been anti-dilutive.
(11) Benefit Plans
Our 401(k) plan permits full-time employees who have attained age 21 and part-time employees who have worked a minimum of 1,000 hours in a year and have attained age 21 to participate in the 401(k) plan and elect to contribute up to 25% of their salary, subject to federal limitations, to the plan. Employer contributions include a quarterly guaranteed match of 25% of employee contributions up to a maximum of 6% deferral of compensation and are allocated solely to those employees who are participating in the plan and are employed on the last day of the plan quarter or who became disabled or have died or retired during the plan quarter. Also included is a discretionary match based on specific criteria reviewed every fiscal six-month period by management and approved by the Board of Directors. This discretionary match is allocated solely to those employees who are participating in the plan and are employed on the last day of the six-month period. Discretionary matching amounts are not material to the financial statements or results of operations. Amounts expensed related to the 401(k) plan were approximately $0.2 million, $0.3 million, and $0.2 million for fiscal 2011, 2010, and 2009, respectively.
Our Associate Stock Ownership Plan (“ASOP”) permits full-time employees who have attained age 21 and completed one year of service and part-time employees who have worked a minimum of 1,000 hours in a year and have attained age 21 to participate in the ASOP. Employer contributions are determined at the discretion of the Board of Directors (“Board”). The Board elected not to contribute to the ASOP during fiscal years 2011, 2010 or 2009, nor do they plan to contribute to the plan during fiscal 2012. The contribution is based on a percentage of participants’ eligible compensation. Common shares held by the ASOP were 352,414, 362,542, and 412,215, at January 31, 2012, 2011, and 2010, respectively. Shares issued and held under the ASOP are included as outstanding shares for the purposes of calculating earnings per share.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
We maintain a defined contribution supplemental executive retirement plan (“SERP”). The SERP provides eligible executives with supplemental pension benefits in addition to amounts received under our other retirement plans. Annual contributions range from 5% to 10% of base pay plus bonus depending upon the participant’s age. For each of the five plan years beginning January 1, 2006 and ending December 31, 2010, we contributed, as a transitional contribution, an additional 10% of base pay plus bonus for participants, the sum of whose age and service with the Company was at least 60 on January 1, 2006. Contributions into the SERP are invested in available-for-sale securities. As of January 31, 2012 and 2011, we had approximately $1.6 million and $1.4 million, respectively in SERP assets, which are recorded at fair value on the consolidated balance sheets in “Other Assets.” The SERP accounts vest on the earliest occurrence of (i) the date the sum of the participant’s age and service with the Company equals 60, (ii) the participant’s death, (iii) the participant’s disability, (iv) the date of involuntary termination occurring within two years from the date of a change in control, or (v) the date the participant’s employment is terminated without cause, all as defined in the SERP. We recorded expenses related to the SERP of approximately $0.2 million, $0.3 million and $0.3 million during the fiscal years ended January 31, 2012, 2011, and 2010, respectively.
(12) Shareholders’ Equity
We have six stock award plans: the 1996, 2002, 2006 and 2010 Incentive Stock Plans; and the 1996 and 2002 Outside Directors Plans (for non-employee directors). A total of 632,375 shares may be granted under the 1996 Incentive Stock Plan, 500,000 shares may be granted under each of the 2002, 2006 and 2010 Incentive Stock Plans, 101,180 shares may be granted under the 1996 Outside Directors Plan and 200,000 shares may be granted under the 2002 Outside Directors Plan. As of January 31, 2012, we had 383,821 shares available for future grants under all stock award plans.
The 1996, 2002, 2006 and 2010 Incentive Stock Plans authorize the award of both incentive stock options and non-qualified stock options to purchase common stock to officers, other associates and directors of the Company. The exercise price per share of incentive stock options may not be less than the market price of our common stock on the date the option is granted. The term of each option is determined by the Board of Directors and generally will not exceed ten years from the date of grant. In general, each option award vests at twenty percent per year over five years.
The 1996, 2002, 2006 and 2010 Incentive Stock Plans also authorize the granting of stock appreciation rights, restricted stock, dividend equivalent rights, stock awards, and other stock-based awards to officers, other associates, directors, and consultants of the Company.
We also have one stock grant plan, the 2002 Stock Grant Plan for Outside Directors, which authorizes the granting of shares of stock to outside directors. We issue annual grants of shares of common stock valued at $10,000 per outside director from this plan. As of January 31, 2012, we had 70,977 shares available for future grants under the 2002 Stock Grant Plan for Outside Directors.
On December 4, 2009, we entered into a stock transfer agreement with the Marmaduke Family Limited Partnership (the “Partnership”). Under the stock transfer agreement, for a period of three years following the death of Mr. John H. Marmaduke, the Company’s President and Chief Executive Officer, the Partnership may tender for purchase to the Company, and, if so tendered, the Company will be required to purchase, the number of shares of the Company’s common stock belonging to the Partnership that equal an aggregate fair market value of $5.0 million. During this three year period, the Partnership may elect to tender portions of such shares in various lots and parcels, at any time and from time to time, and any tender shall not exhaust or limit the Partnership’s right to tender an additional amount of such shares, subject to the limitations set within the stock transfer agreement. Under the stock transfer agreement, the Company is not obligated to purchase, and the Partnership does not have the right to tender, any amount of such shares with an aggregate fair market value in excess of $5.0 million. In the event that Mr. Marmaduke resigns as an officer or director of the Company prior to his death, the Partnership’s right to tender the shares to the Company shall terminate. The stock transfer agreement shall terminate on the earlier of February 9, 2019, or four years after the death of Mr. Marmaduke. The Company is currently the beneficiary of a $10 million key-man life insurance policy on Mr. Marmaduke; a portion of the proceeds of which would be used to complete any purchases of shares resulting from the stock transfer agreement.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(13) Stock-Based Compensation
Compensation expense for all stock option awards is measured at fair value on the date of the grant and such cost is recognized over the service period for awards that are expected to vest. The fair value of restricted stock units is based on the number of shares granted and the average of the opening and closing stock price on the day on which they are granted. We use the Black-Scholes valuation model in order to determine the fair value of stock option grants on the date of grant.
Stock Options
Under our incentive stock plans, options may be granted to directors, officers and associates with an exercise price equal to the fair market value of our common stock on the date of grant. Stock option grants generally vest ratably over five years and expire within ten years after the date of grant. Shares issued upon exercise of options are issued from treasury shares.
The following assumptions were used in the calculation of fair value:
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
A summary of information with respect to stock option plans for fiscal years 2011, 2010, and 2009, and changes during the periods then ended, is presented below.
The total intrinsic value of stock options exercised for the fiscal years ended January 31, 2012, 2011 and 2010 was approximately $7,000, $155,000 and $4,000, respectively. The total fair value of stock options granted for the fiscal years ended January 31, 2012, 2011 and 2010 was approximately $19,000, $640,000 and $335,000, respectively. The total fair value of stock option shares vested during the fiscal years ended January 31, 2012, 2011 and 2010 was approximately $241,000, $120,000 and $83,000, respectively.
As of January 31, 2012 and 2011, we had a total of 266,027 option shares with a weighted average exercise price of $5.28 and 413,416 option shares with a weighted average exercise price of $5.22, respectively, that were unvested.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
At January 31, 2012, the options outstanding, both exercisable and unexercisable, and their related weighted-average exercise price, and the weighted-average remaining contractual life for the ranges of exercise prices are shown in the table below.
At January 31, 2012, the number of options exercisable was 389,056 and the weighted-average exercise price of those options was $4.27.
The per share weighted-average exercise price and the per share weighted-average fair value of stock options at the date of grant, using the Black-Scholes option-pricing model is as follows:
Option Exchange
On June 3, 2009, Hastings shareholders approved a proposal to allow for a one-time stock option exchange program (“Option Exchange”), designed to provide eligible associates with an opportunity to exchange certain under-water stock options for a lesser amount of restricted stock units. Stock options eligible for exchange were those with an exercise price of $5.00 or greater, regardless of whether the options were vested or not. Hastings commenced the Option Exchange on June 15, 2009, and the Option Exchange expired on July 13, 2009. A total of 406,717 eligible stock options were tendered by associates, representing 97.2% of the total stock options eligible for exchange. On July 14, 2009, Hastings granted 135,575 restricted stock units in exchange for the eligible stock options surrendered. The Option Exchange resulted in an incremental cost of approximately $126,000, which represents the difference between the fair value of the restricted stock units granted and the exchange date fair value of the eligible options surrendered. The grant date fair value of the restricted stock units was $4.20, which represents the average of the opening and closing prices of our common stock on July 14, 2009. The exchange date fair value of the eligible options surrendered was determined using the Black-Scholes option pricing model. The incremental cost associated with the Option Exchange is being recognized over the vesting period of the restricted stock units, which vest ratably over two years from the date of grant. Approximately $32,000, $60,000 and $34,000 of the incremental cost was recognized as compensation expense during fiscal 2011, 2010 and 2009, respectively.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
Restricted Stock Awards
Restricted stock awards, including restricted stock units and performance-based restricted stock awards, may be granted to eligible directors, officers, and associates with a grant date fair value equal to the average of the opening and closing stock price of our common stock on the day on which they are granted. Restricted stock units entitle the grantee to receive shares of stock at the end of a vesting period, based solely on the grantee’s continuing employment. Restricted stock units will typically vest ratably over two years from the date of grant. Performance-based restricted stock awards have specific performance conditions that must be met before shares will be issued. Once issued, the shares typically vest ratably over two years from the date the performance conditions are achieved. Compensation expense for performance-based restricted stock awards is recognized from the date of grant through the vesting date, once it is deemed probable that the performance conditions will be met.
A summary of information with respect to restricted stock awards for fiscal years 2011, 2010, and 2009, and changes during the periods then ended, is presented below.
During fiscal 2007, the performance conditions related to 47,500 performance-based restricted stock awards were met, and these awards were issued during fiscal 2008. We recognized approximately $32,000 of stock compensation expense related to these awards during fiscal 2009. During fiscal 2009, 23,750 of these performance-based restricted stock awards vested, and during fiscal 2010 the remaining 23,750 awards vested. As of January 31, 2010, all stock compensation expense related to outstanding and vested performance-based restricted stock awards had been recognized.
(14) Supplemental Cash Flow Information
Cash payments for interest during fiscal 2011, 2010 and 2009 totaled $1.4 million, $1.0 million, and $1.1 million, respectively. Cash payments (refunds) for income taxes during fiscal 2011, 2010 and 2009 totaled ($0.2) million, $2.9 million and $7.6 million, respectively.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(15) Commitments and Contingencies
The Company is obligated to pay certain studios minimum amounts associated with certain revenue-sharing agreements related to rental assets. As of January 31, 2012, such minimum future payments approximated $0.6 million, which are expected to be paid during fiscal 2012.
We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our financial position, results of operations or cash flows.
(16) Involuntary Conversion of Property and Equipment
In December, 2008, our Flagstaff, Arizona store sustained a roof collapse. The building’s contents were declared a total loss. We were adequately insured to enable us to recover the retail value of our merchandise inventory and replace all of our property and equipment that was destroyed. For fiscal 2009, we recorded a gain from this involuntary conversion of assets of approximately $1.4 million, which is included in Other Income on the Consolidated Statements of Operations. The insurance proceeds were reinvested in the store, which reopened in fiscal 2009.
Hastings Entertainment, Inc.
Notes to the Consolidated Financial Statements
(Tabular amounts in thousands, except per share data or unless otherwise noted)
(17) Interim Financial Results (Unaudited)
(1) Includes approximately $0.1 million of store asset impairment expense recognized in the third quarter of fiscal 2011; $0.7 million of store asset impairment expense recognized in the fourth quarter of both fiscal 2011 and 2010; and $2.4 million of abandoned lease expense recognized in the fourth quarter of fiscal 2011.
(2) Income tax expense for the fourth quarter of fiscal 2011 includes the recognition of approximately $8.6 million related to a valuation allowance established as of January 31, 2012.
(3) Income (loss) per share is calculated from the weighted average common and common stock equivalents outstanding during each quarter, which may fluctuate based on quarterly income levels and market prices. Therefore, the sum of income (loss) per share information for each quarter may not equal the total year amounts.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15 as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and, based upon the forgoing evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures, as defined by Exchange Act Rules 13a-15(e) and 15d-15(e), were effective as of the end of the period covered by this Annual Report on Form 10-K to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Management has made a comprehensive review, evaluation and assessment of our internal control over financial reporting as of January 31, 2012. In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. In accordance with Section 404 of the Sarbanes-Oxley Act of 2002, management makes the following assertions:
Management has implemented a process to monitor and assess both the design and operating effectiveness of internal control over financial reporting.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Company’s management assessed the effectiveness of our internal control over financial reporting as of January 31, 2012. In making this assessment, it used the criteria set forth by COSO in Internal Control-Integrated Framework. Based on that assessment, we believe that, as of January 31, 2012, our internal control over financial reporting is effective, at the reasonable assurance level, based on those criteria.
Changes in Internal Control over Financial Reporting
There has not been any change in our internal control over financial reporting during our fiscal quarter ending January 31, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by this item regarding our directors will be set forth in our Proxy Statement for our 2012 Annual Meeting of Shareholders, to be filed within 120 days after the end of fiscal 2011 (our “Proxy Statement”), under the heading “Proposal No. 1: Election of Two Directors,” which information is incorporated herein by reference. The information required by this item regarding our executive officers is set forth under the heading “Executive Officers of the Company” in Part I of this Annual Report on Form 10-K, which information is incorporated herein by reference.
Section 16(a) Beneficial Ownership Reporting Compliance
The information required by this item regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, will be set forth in our Proxy Statement under the heading “Compliance with Section 16(a) of the Securities Exchange Act of 1934,” which is incorporated herein by reference.
Code of Ethics and Other Corporate Governance Information
Information regarding our Code of Conduct and the name of the individual determined by the board to be the “audit committee financial expert” is included in our Proxy Statement, under the headings “Corporate Governance” and “Meetings and Committees of the Board,” respectively, which information is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item will be set forth in our Proxy Statement under the headings “Executive Compensation,” “Executive Compensation - Director Compensation,” “Executive Compensation - Employee Contracts and Change of Control Arrangements,” and “Executive Compensation - Compensation Committee Interlocks and Insider Participation,” which information is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required by this item will be set forth in our Proxy Statement under the headings, “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” which information is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this item will be set forth in our Proxy Statement under the headings “Corporate Governance” and “Certain Relationships and Related Transactions,” which information is incorporated herein by reference.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this item will be set forth in our Proxy Statement under the heading “Principal Accountant Fees and Services,” which information is incorporated herein by reference.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(1) Previously filed Exhibit 3.1 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(2) Previously filed as an exhibit to the Company’s Form 8-K (File No. 000-24381) filed on January 17, 2008, and incorporated herein by reference.
(3) Previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, dated May 19, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(4) Previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(5) Previously filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(6) Previously filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A, dated May 19, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(7) Previously filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A, dated May 19, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(8) Previously filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(9) Previously filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(10) Previously filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A, dated May 19, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(11) Previously filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(12) Previously filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(13) Previously filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(14) Previously filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(15) Previously filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(16) Previously filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2001, and incorporated herein by reference.
(17) Previously filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A, dated June 11, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(18) Previously filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(19) Previously filed as Exhibit 10.21 to the Company’s Registration Statement on Form S-1/A, dated May 19, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(20) Previously filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1/A, dated May 19, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.
(21) Previously filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended January 31, 2000, and incorporated herein by reference.
(22) Previously filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2002, and incorporated herein by reference.
(23) Previously filed as an exhibit (with an exhibit number corresponding to the one used in the above table) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2007, and incorporated herein by reference.
(24) Previously filed as an exhibit (with an exhibit number corresponding to the one used in the above table) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, and incorporated herein by reference
(25) Previously filed as Exhibit 99.1 to the Company’s Form 8-K (File No. 000-24381) filed on April 16, 2009, and incorporated herein by reference.
(26) Previously filed as Exhibit 10.1 to the Company’s Form 8-K (File No. 000-24381) filed December 4, 2009, and incorporated herein by reference.
(27) Previously filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010, as amended, and incorporated herein by reference.
(28) Previously filed as an exhibit (with an exhibit number corresponding to the one used in the above table) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2011, and incorporated herein by reference.
(29) Previously filed as Exhibit 10.1 to the Company’s Form 8-K (File No. 000-24381) filed July 26, 2011, and incorporated herein by reference
(30) Filed herewith.
(31) In accordance with Regulation S-T, the XBRL-related information in Exhibit No. 101 to this Annual Report on Form 10-K shall be deemed “furnished” and not “filed.”
Schedule Valuation and Qualifying Accounts and Reserves Financial Statement Schedule II -
HASTINGS ENTERTAINMENT, INC.
Valuation and Qualifying Accounts and Reserves
Years Ended January 31, 2012, 2011 and 2010
(Amounts in thousands)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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:
HASTINGS ENTERTAINMENT, INC.
Date: April 18, 2012
By:
/s/ Dan Crow
Dan Crow
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and constitutes John H. Marmaduke and Dan Crow, and each of them singly, his true and lawful attorneys-in-fact with full power of substitution and redistribution, for him and in his name, place and stead, in any and all capacities to sign and file any and all amendments to this report with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and he hereby ratifies and confirms all that said attorneys-in-fact or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.