8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 21, 2005

HASTINGS ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

TEXAS

(State or other jurisdiction of incorporation or organization)

000-24381
(Commission File Number) 75-1386375
(I.R.S. Employer Identification Number)

3601 Plains Blvd, Amarillo, Texas
(Address of principal executive offices) 79102
(Zip Code)

(806) 351-2300

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

HASTINGS ENTERTAINMENT, INC.

Item 2.02. Results of Operations and Financial Condition.

On November 21, 2005, Hastings Entertainment, Inc. issued a press release regarding its financial results for the fiscal quarter ended October 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release dated November 21, 2005.

HASTINGS ENTERTAINMENT, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 23, 2005	Hastings Entertainment, Inc. (Registrant)
	By:	/s/ Dan Crow
		Dan Crow
		Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

NEWS RELEASE

Hastings	CONTACT:	Dan Crow           PR05-123
Entertainment, Inc.		Vice President and
		Chief Financial Officer
		(806) 677-1422
		www.gohastings.com

Hastings Entertainment, Inc. Reports Net Loss of $0.24 per Diluted Share for
3Q 2005 Compared to $0.14 per Diluted Share for 3Q 2004
Lowering Guidance for Fiscal Year 2005

AMARILLO, Texas, November 21, 2005—Hastings Entertainment, Inc. (NASDAQ: HAST), a leading multimedia entertainment superstore retailer, today reported results for the three and nine months ended October 31, 2005. Net loss for the third quarter of fiscal 2005 was approximately $2.7 million, or $0.24 per diluted share, compared to approximately $1.6 million, or $0.14 per diluted share for the third quarter of fiscal 2004. For the nine months, net loss was approximately $1.3 million, or $0.11 per diluted share in fiscal 2005 compared to net income of approximately $1.0 million, or $0.08 per diluted share for fiscal 2004.

“Retail revenues, particularly video and music, continued to decline and the weakness in these markets was even more severe in the third quarter,” said John H. Marmaduke, Chairman and Chief Executive Officer. “Video games comparable revenues also had a significant decline due to strong titles such as ‘Grand Theft Auto: San Andreas’ and ‘Fable’ in the prior year quarter. However, I am pleased with our continued improvement in cost controls relating to merchandise and rental costs, which are a component of Cost of Goods Sold. These costs were approximately $1.7 million lower than the prior year quarter.”

Financial Results for the Third Quarter of Fiscal Year 2005

Revenues. Total revenues for the third quarter decreased $5.0 million, or 4.2%, to $114.6 million compared to $119.6 million for the third quarter of fiscal 2004. The following is a summary of our revenue results (dollars in thousands):

	Three Months Ended October 31,
	2005						2004					Increase/(Decrease)
				Percent of					Percent of
	Revenues			Total			Revenues		Total			Dollar			Percent
Merchandise revenue	$	93,581			81.7	%	$	96,257		80.5	%	$	(2,676	)		-2.8	%
Rental revenue		21,006			18.3	%		23,322		19.5	%		(2,316	)		-9.9	%
Total revenues	$	114,587			100.0	%	$	119,579		100.0	%	$	(4,992	)		-4.2	%
Comparable-store revenues:
Total		-4.5	%
Merchandise		-3.1	%
Rental		-10.1	%

Below is a summary of the Comp results for those categories:

	Three Months Ended October 31,
	2005			2004
Music		-2.4	%		-0.7	%
Books		-2.7	%		1.9	%
Video for sale		-1.4	%		9.8	%
Video games		-9.4	%		51.2	%
Sidelines		-1.7	%		2.8	%

Music Comps decreased 2.4%, which was primarily attributable to a weaker release schedule compared to prior year’s quarter, as well as lower used CD sales. Book Comps decreased 2.7% as a result of a weaker hardback release schedule. Video for sale Comps fell 1.4% due to lower VHS sales, partially offset by increased DVD sales, in particular TV on DVD boxed sets. Video game Comps decreased 9.4% due to a weaker release schedule compared to prior year, as video game distributors prepare for release of new gaming systems in the next two quarters. Sidelines Comps decreased 1.7%, primarily due to fewer sales of greeting cards and collectible cards.

Rental video Comps decreased 10.1% from the same period last year reflecting continued rental weakness industry-wide.

Gross Profit. For the third quarter, total gross profit dollars increased approximately $0.8 million, or 2.0%, to $41.0 million from $40.2 million for the same period last year, primarily as a result of increased productivity in our Distribution Center as well as improved productivity in areas of returns expense and shrinkage. As a percentage of total revenues, gross profit increased to 35.8% for the quarter compared to 33.6% for the same quarter in the prior year.

Selling, General and Administrative expenses (“SG&A”). SG&A increased approximately $2.6 million to $44.9 million for the current quarter compared to $42.3 million for the same quarter in the prior year, due in part to approximately $0.6 million in increased health care costs and approximately $0.3 million of costs in connection with documentation of controls and procedures related to the pending adoption of Section 404 of the Sarbanes-Oxley Act. Additionally, we recognized an impairment and asset write-off charge of approximately $0.5 million and proportionally higher human resource and occupancy costs associated with the operation of a greater number of new, expanded and relocated superstores. As a percentage of total revenues, SG&A increased to 39.2% for the current quarter compared to 35.3% for the same quarter in the prior year.

Financial Results for the Nine Months Ended October 31, 2005

Revenues. Total revenues for the first nine months of fiscal 2005 decreased $2.5 million, or 0.7%, to $366.4 million compared to $368.9 million for the same period in the prior year. The following is a summary of our revenue results (dollars in thousands):

	Nine Months Ended October 31,
	2005						2004					Increase/(Decrease)
				Percent of					Percent of
	Revenues			Total			Revenues		Total			Dollar			Percent
Merchandise revenue	$	298,483			81.5	%	$	294,755		79.9	%	$	3,728			1.3	%
Rental revenue		67,954			18.5	%		74,173		20.1	%		(6,219	)		-8.4	%
Total revenues	$	366,437			100.0	%	$	368,928		100.0	%	$	(2,491	)		-0.7	%
Comparable-store revenues:
Total		-1.8	%
Merchandise		0.0	%
Rental		-8.8	%

Below is a summary of the Comp results for our merchandise categories:

	Nine Months Ended October 31,
	2005			2004
Music		-1.5	%		3.4	%
Books		-1.6	%		2.7	%
Video for sale		0.3	%		19.9	%
Video games		10.9	%		20.7	%
Sidelines		8.8	%		3.2	%

Music Comps decreased 1.5%, primarily due to decreased sales of new release CDs, used CDs, and cassette tapes, partially offset by increased sales of music hardware including guitars, keyboards, and stereo equipment. Book Comps fell 1.6% as a result of decreased sales of mass-market paperbacks, books on cassette, and bargain books. Video for sale Comps rose 0.3% year-to-date due to strong first quarter sales of TV on DVD boxed sets and used DVDs, offset partially by declining VHS sales. Video game Comps rose 10.9% on strong sales of new and used XBOX games as well as video game hardware. Our boutique Comp increase of 8.8% was headlined by the increased sales of body jewelry, novelty t-shirts, and action figures.

Rental video Comps decreased 8.8% from the same period last year reflecting continued rental weakness industry-wide.

Gross Profit. For the current nine months, total gross profit dollars increased approximately $1.8 million, or 1.4%, to $130.2 million from $128.4 million for the same period last year, primarily as a result of improved margin rates and improved cost controls. As a percentage of total revenues, gross profit increased to 35.5% for the nine month period compared to 34.8% for the same period in the prior year.

Selling, General and Administrative expenses (“SG&A”). SG&A increased approximately $5.2 million to $130.6 million for the current nine month period compared to $125.4 million for the same period in the prior year, due to additional costs associated with the operation of a greater number of new, expanded and relocated superstores, impairment charges, and costs associated with the documentation of controls and procedures related to the pending adoption of Section 404 of the Sarbanes-Oxley Act. As a percentage of total revenues, SG&A increased to 35.6% for the nine months ended October 31, 2005 compared to 34.0% for the nine months ended October 31, 2004.

Stock Repurchase

On September 18, 2001, we announced a stock repurchase program of up to $5.0 million of our common stock. On April 4, 2005, the Board of Directors approved an increase of $2.5 million to the program. During the third quarter of fiscal year 2005, we purchased no shares of common stock. As of October 31, 2005, a total of 1,197,363 shares had been purchased under the program at a cost of approximately $6.3 million, for an average cost of approximately $5.26 per share.

Store Activity

Since August 22, 2005, which was the date we last reported superstore activity, we have had additional superstore activity as follows:

				Selling Square
Community	Type	Population		Footage		Date Opened
Stillwater, TX	Expansion		39,065		23,592		8/26/2005
Victoria, TX	Relocation		60,603		22,980		9/28/2005
Yuma, AZ	Relocation		77,515		25,168		10/8/2005

Fiscal Year 2005 Guidance

“Third quarter revenues were approximately $12 million below our internal forecast which caused our net loss for the third quarter to be greater than expected,” said Dan Crow, Vice President of Finance and Chief Financial Officer. “We expect the downturn in the rental industry to continue through the fourth quarter and are also lowering our revenue expectations for certain other categories. We now expect Comp revenues for the fourth quarter to increase approximately 2% over the prior year’s fourth quarter. However, we expect the impact of lower than expected revenues to be offset by increased margin rates and other cost controls. Consequently, we are maintaining our guidance for net income per diluted share for the fourth quarter of $0.48 to $0.51, while revising our guidance for net income per diluted share for the full fiscal year 2005 to $0.37 to $0.40.”

Safe Harbor Statement

Certain written and oral statements set forth above or made by Hastings or with the approval of an authorized executive officer of the Company constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, the words “believe,” “expect,” “intend,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements which are not necessarily historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements regarding our future merchandise margins and our general guidance for fiscal year 2005, are forward-looking statements. Such statements are based upon Company management’s current estimates, assumptions and expectations, which are based on information available at the time of this disclosure, and are subject to a number of factors and uncertainties, including, but not limited to, our inability to attain such estimates, assumptions and expectations, a downturn in market conditions in any industry, including the current economic state of retailing (relating to the products we inventory, sell or rent) and the effects of or changes in economic conditions in the U.S. or the markets in which we operate. We undertake no obligation to affirm, publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Hastings

Founded in 1968, Hastings Entertainment, Inc. is a leading multimedia entertainment retailer that combines the sale of books, music, software, periodicals, new and used DVDs, videos and video games with the rental of videos, DVDs and video games in a superstore format. We currently operate 153 superstores, averaging approximately 20,000 square feet, primarily in small to medium-sized markets throughout the United States.

We also operate www.gohastings.com, an e-commerce Internet Web site that makes available to our customers new and used entertainment products and unique, contemporary gifts and toys. The site features exceptional product and pricing offers. The Investor Relations section of our Web site contains press releases, a link to request financial and other literature and access to filings with the Securities and Exchange Commission, which include officer certifications filed as exhibits to interim and annual filings.

Consolidated Balance Sheets
(Dollars in thousands)

	October 31,			October 31,			January 31,
	2005			2004			2005
	(unaudited)			(unaudited)
				(as restated)
Assets
Current assets
Cash	$	7,906		$	7,081		$	9,543
Merchandise inventory		161,944			180,664			153,554
Deferred income taxes, current		3,322			4,657			3,198
Other current assets		6,569			6,275			6,945
Total current assets		179,741			198,677			173,240
Property and equipment, net		78,161			79,294			80,010
Deferred income taxes, non-current		2,315			—			308
Intangible assets, net		475			564			542
Other assets		51			16			16
Total assets	$	260,743		$	278,551		$	254,116
Liabilities and Shareholders’ Equity
Current liabilities
Current maturities on capital lease obligations	$	132		$	237		$	243
Trade accounts payable		84,471			102,381			86,082
Accrued expenses & other current liabilities		32,103			31,601			36,166
Total current liabilities		116,706			134,219			122,491
Long-term debt, excluding current maturities		54,383			56,906			39,603
Deferred income taxes		—			245			—
Other liabilities		2,128			2,515			2,248
Shareholders’ equity
Preferred stock		—			—			—
Common stock		119			119			119
Additional paid-in capital		36,076			36,295			36,382
Retained earnings		54,465			50,935			55,771
Treasury stock, at cost		(3,134	)		(2,683	)		(2,498	)
Total shareholders’ equity		87,526			84,666			89,774
Total liabilities and shareholders’ equity	$	260,743		$	278,551		$	254,116

Consolidated Statements of Operations (unaudited)
(Dollars in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2005			2004			2005			2004
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
				(as restated)						(as restated)
Merchandise revenue	$	93,581		$	96,257		$	298,483		$	294,755
Rental revenue		21,006			23,322			67,954			74,173
Total revenues		114,587			119,579			366,437			368,928
Merchandise cost of revenue		64,995			70,387			210,458			211,710
Rental cost of revenue		8,543			9,028			25,791			28,796
Total cost of revenues		73,538			79,415			236,249			240,506
Gross profit		41,049			40,164			130,188			128,422
Selling, general and administrative expenses		44,867			42,250			130,570			125,380
Pre-opening expenses		—			26			92			360
Operating income (loss)		(3,818	)		(2,112	)		(474	)		2,682
Other income (expense):
Interest expense		(778	)		(539	)		(1,920	)		(1,353	)
Other, net		66			56			209			232
Income (loss) before income taxes		(4,530	)		(2,595	)		(2,185	)		1,561
Income tax expense (benefit)		(1,799	)		(973	)		(879	)		589
Net income (loss)	$	(2,731	)	$	(1,622	)	$	(1,306	)	$	972
Basic income (loss) per share	$	(0.24	)	$	(0.14	)	$	(0.11	)	$	0.09
Diluted income (loss) per share	$	(0.24	)	$	(0.14	)	$	(0.11	)	$	0.08
Weighted-average common shares outstanding:
Basic		11,367			11,426			11,421			11,400
Dilutive effect of stock options		—			—			—			519
Diluted		11,367			11,426			11,421			11,919

Balance Sheet and Other Ratios (A)
(Dollars in thousands, except per share amounts)

	October 31,			October 31,			January 31,
	2005			2004			2005
Merchandise inventories, net	$	161,944		$	180,664		$	153,554
Inventory turns, trailing 12 months (B)		1.85			1.84			1.84
Long-term debt	$	54,383		$	56,906		$	39,603
Long-term debt to total capitalization (C)		38.3	%		40.2	%		30.6	%
Book value (D)	$	87,526		$	84,666		$	89,774
Book value per share (E)	$	7.66		$	7.10		$	7.52

	Three Months Ended October 31,						Nine Months Ended October 31,
	2005			2004			2005			2004
EBITDA (F)	$	5,783		$	8,500		$	27,196		$	33,899
Adjusted EBITDA (F)	$	(3,643	)	$	(1,394	)	$	6,410		$	8,702
Comparable-store revenues (G):
Total		-4.5	%		3.8	%		-1.8	%		5.3	%
Merchandise		-3.1	%		6.6	%		0.0	%		8.0	%
Rental		-10.1	%		-5.9	%		-8.8	%		-3.8	%

(A)	Calculations may differ in the method employed from similarly titled measures used by other companies.
(B)	Calculated as merchandise cost of goods sold for the period’s trailing twelve months divided by average merchandise inventory over the same period.
(C)	Defined as long-term debt divided by long-term debt plus total shareholders’ equity (book value).
(D)	Defined as total shareholders’ equity.
(E)	Defined as total shareholders’ equity divided by weighted average diluted shares outstanding as of period end.
(F)	It is important to note that EBITDA and Adjusted EBITDA are supplemental non-GAAP measures. EBITDA is defined as “net income before interest, taxes, depreciation and amortization” and is a widely used indicator of a company’s ability to service debt. Adjusted EBITDA is defined as “net income before interest, taxes, depreciation and amortization” less “expenditures for rental assets” and could be viewed as an indicator of our ability to service debt following the procurement of rental assets. Neither EBITDA nor Adjusted EBITDA are intended to represent or to be considered as alternatives to operating income or cash flows from operations.

The following table reconciles EBITDA to our unaudited consolidated financial statements:

	Three Months Ended October 31,						Nine Months Ended October 31,
	2005			2004			2005			2004
Net income (loss)	$	(2,731	)	$	(1,622	)	$	(1,306	)	$	972
Interest expense		778			539			1,920			1,353
Income tax expense (benefit)		(1,799	)		(973	)		(879	)		589
Rental depreciation expense		4,496			5,676			12,723			16,668
Property and equipment depreciation expense		5,017			4,858			14,671			14,251
Amortization expense		22			22			67			66
EBITDA	$	5,783		$	8,500		$	27,196		$	33,899

The following table reconciles Adjusted EBITDA to our unaudited consolidated financial statements:

	Three Months Ended October 31,						Nine Months Ended October 31,
	2005			2004			2005			2004
Net income (loss)	$	(2,731	)	$	(1,622	)	$	(1,306	)	$	972
Interest expense		778			539			1,920			1,353
Income tax expense (benefit)		(1,799	)		(973	)		(879	)		589
Rental depreciation expense		4,496			5,676			12,723			16,668
Property and equipment depreciation expense		5,017			4,858			14,671			14,251
Amortization expense		22			22			67			66
Purchase of rental assets		(9,426	)		(9,894	)		(20,786	)		(25,197	)
Adjusted EBITDA	$	(3,643	)	$	(1,394	)	$	6,410		$	8,702

(G) Stores included in the comparable-store revenues calculation are those stores that have been open for a minimum of 60 weeks. Also included are stores that are remodeled or relocated during the comparable period. Sales via the Internet are not included and closed stores are removed from each comparable period for the purpose of calculating comparable-store revenues.

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