-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EJNXrYNF0jikBJkLV5HuRCGN7D03IkZxK4zobllPkkftxGwMWSulEp0s+q9jD/da 4cFqr+AxGlEsJNzsB1cP3g== /in/edgar/work/20000619/0000950129-00-003268/0000950129-00-003268.txt : 20000920 0000950129-00-003268.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950129-00-003268 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000131 FILED AS OF DATE: 20000619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HASTINGS ENTERTAINMENT INC CENTRAL INDEX KEY: 0001054579 STANDARD INDUSTRIAL CLASSIFICATION: [5940 ] IRS NUMBER: 751386375 STATE OF INCORPORATION: TX FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-24381 FILM NUMBER: 657282 BUSINESS ADDRESS: STREET 1: 3601 PLANS BLVD STREET 2: SUITE 1 CITY: AMARILLO STATE: TX ZIP: 79102 BUSINESS PHONE: 8063512300 MAIL ADDRESS: STREET 1: P O BOX 35350 CITY: AMARILLO STATE: TX ZIP: 79120-5350 10-K/A 1 0001.txt AMENDMENT NO. 1 TO FORM 10-K - FISCAL END 01/31/00 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ COMMISSION FILE NUMBER: 000-24381 HASTINGS ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) TEXAS 75-1386375 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 3601 PLAINS BOULEVARD, AMARILLO, TEXAS 79102 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (806) 351-2300 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value per share Nasdaq National Market (Title of Class) (Name of Exchange on which registered) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $11,634,235 based upon the closing market price of $2.188 per share of Common Stock on the Nasdaq National Market as of June 5, 2000. Number of shares of $.01 par value Common Stock outstanding as of June 5, 2000: 11,642,644 (Cover page 1 of 1) 2 On June 14, 2000, Hastings Entertainment, Inc., (the "Company") filed its annual report on Form 10K for the fiscal year ended January 31, 2000. This Form 10-K/A is being filed by the Company to include financial data schedules for the fiscal years ended January 31, 1999 and January 31, 1998. These financial data schedules are set forth on Exhibits 27.2 and 27.3, respectively, to this Form 10-K/A. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. The following consolidated financial statements of the Company are included in Part II, Item 8: Independent Auditors' Report ......................................... 27 Consolidated Balance Sheets as of January 31, 2000 and 1999 .......... 28 Consolidated Statements of Operations for the years ended January 31, 2000, 1999 and 1998 .................................. 29 Consolidated Statements of Shareholders' Equity for the years ended January 31, 2000, 1999 and 1998 ............................ 30 Consolidated Statements of Cash Flows for the years ended January 31, 2000, 1999 and 1998 .................................. 31 Notes to Consolidated Financial Statements ........................... 32
2. The following financial statement schedules and other information required to be filed by Items 8 and 14(d) of Form 10-K are included in Part IV: Schedule II - Valuation and Qualifying Accounts All other schedules are omitted because they are not applicable, not required or the required information is included in the Consolidated Financial Statements and notes thereto. 3. The following exhibits are filed herewith or incorporated by reference as indicated as required by Item 601 of Regulation S-K. The exhibits designated by an asterisk are management contracts and/or compensatory plans or arrangements required to be filed as exhibits to this report.
Exhibit Number Description ------ ----------- 3.1 (1) Third Restated Articles of Incorporation of the Company. 3.2 (1) Amended and Restated Bylaws of the Company. 4.1 (1) Specimen of Certificate of Common Stock of the Company. 4.2 (1) Third Restated Articles of Incorporation of the Company (see 3.1 above). 4.3 (1) Amended and Restated Bylaws of the Company (see 3.2 above). 10.1 (1) Form of Indemnification Agreement by and between the Company and its directors and executive officers. 10.2 (1) Note Purchase Agreement regarding $25,000,000 7.75% Senior Notes Due June 13, 2003 10.3 (1) Credit Agreement among Hastings Entertainment, Inc. and NationsBank as of December 16, 1998 10.4 (1) Hastings Amended 1996 Incentive Stock Plan. 10.5 * (1) Hastings 1994 Stock Option Plan. 10.6 * (1) Hastings 1991 Stock Option Plan. 10.7 * (1) Hastings Entertainment, Inc. Associates' 401(k) Plan and Trust. 10.8 * (1) Hastings Employee Stock Ownership Plan Trust Agreement. 10.9 * (1) Chief Executive Officer Stock Option, as amended. 10.10 * (1) Corporate Officer Incentive Plan. 10.11 * (1) Management Stock Purchase Plan. 10.12 * (1) Management Incentive Plan. 10.13 * (1) Salary Incentive Plan. 10.14 * (1) Hastings Entertainment, Inc. Stock Option Plan for Outside Directors. 10.15 (1) Lease Agreement, dated August 3, 1994, as amended, between Omni Capital Corporation and the Company, for office space located at Sunset Center in Amarillo, Texas. 10.16 (1) Lease Agreement, dated August 3, 1994, as amended, between Omni Capital Corporation and the Company, for warehouse space located at Sunset Center in Amarillo, Texas.
3 10.17 (1) Stock Redemption Agreement dated May 3, 1994, as amended, between John H. Marmaduke, Independent Executor of the Estate of Sam Marmaduke, Deceased, and the Company. 10.18 (1) Lease Agreement, dated May 28, 1992, between the City of Amarillo and the Company for space located at 1900 W. 7th Avenue in Amarillo, Texas. 10.19 (1) $1,600,000 Promissory Note and Security Agreement in favor of First Interstate Bank of Texas, NA. 10.20 * (1) Stock Grant Plan for Outside Directors. 10.21 * (1) Form of Employment Agreement by and between the Company and certain of its executives. 10.22 (2) Amended Lease Agreement, dated October 13, 1999, between Omni Capital Corporation and the Company, for office space located at Sunset Center in Amarillo, Texas. 21.1 (1) Subsidiaries of the Company. 23.1 (2) Consent of KPMG LLP 24.1 (2) Powers of Attorney (included on signature pages) 27.1 (2) Financial Data Schedule for year ended January 31, 2000 27.2 Financial Data Schedule for year ended January 31, 1999 27.3 Financial Data Schedule for year ended January 31, 1998
- -------------------- (1) Incorporated by reference from the Company's Registration Statement on Form S-1 (File No. 333-47969) and with a corresponding exhibit number herein. The financial statements set forth under Item 8 of this report on Form 10-K are incorporated herein by reference. (2) Previously filed with the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2000. (b) Reports on Form 8-K (i) No report on Form 8-K was filed by the registrant during the last quarter of the fiscal year for which this Report on form 10-K is filed. (ii) Hastings Entertainment, Inc. filed a Current Report on Form 8-K on March 8, 2000 regarding the requirement for accounting restatements for the first three quarters of fiscal 1999 and the prior four fiscal years. Financial Statement Schedule II - HASTINGS ENTERTAINMENT, INC. Valuation and Qualifying Accounts and Reserves Years Ended January 31, 2000, 1999 and 1998 (Amounts in thousands)
FISCAL YEAR ------------------------------------------------ Description 1999 1998 1997 ----------- ---------- ---------- ---------- As restated As restated Reserves deducted from assets: Allowance for inventory shrinkage and obsolescence: Balance at the beginning of period $ 2,146 $ 2,755 $ 3,061 Additions charged to costs and expenses 3,894 4,820 4,731 Deductions for write-offs (3,496) (5,429) (5,037) ---------- ---------- ---------- Balance at end of period $ 2,544 $ 2,146 $ 2,755 ========== ========== ========== Reserves added to liabilities: Allowance for cost of inventory returns: Balance at the beginning of period $ 11,418 $ 4,040 $ 4,338 Additions charged to costs and expenses 4,961 12,633 19,856 Deductions for write-offs (6,916) (5,255) (20,154) ---------- ---------- ---------- Balance at end of period $ 9,463 $ 11,418 $ 4,040 ========== ========== ==========
4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, on behalf of the registrant, thereunto duly authorized: HASTINGS ENTERTAINMENT, INC. DATE: June 19, 2000 By: /s/ JOHN H. MARMADUKE ------------------------------------- John H. Marmaduke Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities and 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.
Signature Title Date - --------- ----- ---- /s/ JOHN H. MARMADUKE Chairman of the Board, President and Chief Executive Officer June 19, 2000 - --------------------------------- (Principal Executive Officer) John H. Marmaduke /s/ GAINES L. GODFREY Senior Vice President, Chief Financial Officer and Director June 19, 2000 - --------------------------------- (Principal Financial and Accounting Officer) Gaines L. Godfrey * Director June 19, 2000 - --------------------------------- Leonard L. Berry * Director June 19, 2000 - --------------------------------- Peter A. Dallas * Director June 19, 2000 - --------------------------------- Craig R. Lentzsch * Director June 19, 2000 - --------------------------------- Stephen S. Marmaduke * Director June 19, 2000 - --------------------------------- Jeffrey G. Shrader * Director June 19, 2000 - --------------------------------- Ron G. Stegall */s/ JOHN H. MARMADUKE - --------------------------------- John H. Marmaduke, Attorney-in-Fact
5 INDEX TO EXHIBITS
Exhibit Number Description ------- ----------- 3.1 (1) Third Restated Articles of Incorporation of the Company. 3.2 (1) Amended and Restated Bylaws of the Company. 4.1 (1) Specimen of Certificate of Common Stock of the Company. 4.2 (1) Third Restated Articles of Incorporation of the Company (see 3.1 above). 4.3 (1) Amended and Restated Bylaws of the Company (see 3.2 above). 10.1 (1) Form of Indemnification Agreement by and between the Company and its directors and executive officers. 10.2 (1) Note Purchase Agreement regarding $25,000,000 7.75% Senior Notes Due June 13, 2003 10.3 (1) Credit Agreement among Hastings Entertainment, Inc. and NationsBank as of December 16, 1998 10.4 (1) Hastings Amended 1996 Incentive Stock Plan. 10.5 * (1) Hastings 1994 Stock Option Plan. 10.6 * (1) Hastings 1991 Stock Option Plan. 10.7 * (1) Hastings Entertainment, Inc. Associates' 401(k) Plan and Trust. 10.8 * (1) Hastings Employee Stock Ownership Plan Trust Agreement. 10.9 * (1) Chief Executive Officer Stock Option, as amended. 10.10 * (1) Corporate Officer Incentive Plan. 10.11 * (1) Management Stock Purchase Plan. 10.12 * (1) Management Incentive Plan. 10.13 * (1) Salary Incentive Plan. 10.14 * (1) Hastings Entertainment, Inc. Stock Option Plan for Outside Directors. 10.15 (1) Lease Agreement, dated August 3, 1994, as amended, between Omni Capital Corporation and the Company, for office space located at Sunset Center in Amarillo, Texas. 10.16 (1) Lease Agreement, dated August 3, 1994, as amended, between Omni Capital Corporation and the Company, for warehouse space located at Sunset Center in Amarillo, Texas.
6 10.17 (1) Stock Redemption Agreement dated May 3, 1994, as amended, between John H. Marmaduke, Independent Executor of the Estate of Sam Marmaduke, Deceased, and the Company. 10.18 (1) Lease Agreement, dated May 28, 1992, between the City of Amarillo and the Company for space located at 1900 W. 7th Avenue in Amarillo, Texas. 10.19 (1) $1,600,000 Promissory Note and Security Agreement in favor of First Interstate Bank of Texas, NA. 10.20 * (1) Stock Grant Plan for Outside Directors. 10.21 * (1) Form of Employment Agreement by and between the Company and certain of its executives. 10.22 (2) Amended Lease Agreement, dated October 13, 1999, between Omni Capital Corporation and the Company, for office space located at Sunset Center in Amarillo, Texas. 21.1 (1) Subsidiaries of the Company. 23.1 (2) Consent of KPMG LLP 24.1 (2) Powers of Attorney (included on signature pages) 27.1 (2) Financial Data Schedule for year ended January 31, 2000 27.2 Financial Data Schedule for year ended January 31, 1999 27.3 Financial Data Schedule for year ended January 31, 1998
- -------------------- (1) Incorporated by reference from the Company's Registration Statement on Form S-1 (File No. 333-47969) and with a corresponding exhibit number herein. The financial statements set forth under Item 8 of this report on Form 10-K are incorporated herein by reference. (2) Previously filed with the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2000. EX-27.2 2 0002.txt FINANCIAL DATA SCHEDULE FOR YEAR ENDED 1/31/99
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED FINANCIAL STATEMENTS (AS RESTATED) AS AND OF THE FISCAL YEAR ENDED JANUARY 31, 1999. 1,000 YEAR JAN-31-1999 FEB-01-1998 JAN-31-1999 5,394 0 0 0 149,601 166,016 178,773 113,992 233,479 101,150 0 0 0 117 91,752 233,479 399,163 399,163 271,224 271,224 0 0 3,727 (6,954) (2,649) 0 0 0 0 (4,305) (0.41) (0.41)
EX-27.3 3 0003.txt FINANCIAL DATA SCHEDULE FOR YEAR ENDED 1/31/98
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED FINANCIAL STATEMENTS (AS RESTATED) AS AND OF THE FISCAL YEAR ENDED JANUARY 31, 1998. 1,000 YEAR JAN-31-1998 FEB-01-1997 JAN-31-1998 3,840 0 0 0 128,511 136,165 160,705 79,403 217,948 108,387 0 0 0 87 59,884 217,948 357,765 357,765 225,094 225,094 0 0 4,228 8,451 3,347 0 0 0 0 5,104 0.60 0.58
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