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10-Q 1 d399013d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-24381

HASTINGS ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)


Texas		75-1386375
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(806) 351-2300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at October 31, 2012
Common Stock, $.01 par value per share		8,145,863 shares

HASTINGS ENTERTAINMENT, INC.

Form 10-Q

For the Quarterly Period Ended October 31, 2012

INDEX


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of October 31, 2012 (Unaudited), and January 31, 2012		3

	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2012 and 2011		4

	Unaudited Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended October 31, 2012 and 2011		5

	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2012 and 2011		6

	Notes to the Unaudited Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		23

Item 4.	Controls and Procedures		23

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		25

Item 1A.	Risk Factors		25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		25

Item 6.	Exhibits		26

SIGNATURES			27

INDEX TO EXHIBITS			28

PART I - FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

HASTINGS ENTERTAINMENT, INC.

Consolidated Balance Sheets

October 31, 2012 and January 31, 2012

(Dollars in thousands, except par value)


	October 31, 2012			January 31, 2012
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	3,455		$	4,172
Merchandise inventories, net		166,941			151,366
Prepaid expenses and other current assets		9,720			15,229

Total current assets		180,116			170,767
Rental assets, net of accumulated depreciation of $18,589 and $20,978 at October 31, 2012 and January 31, 2012, respectively		12,314			12,634
Property, equipment and improvements, net of accumulated depreciation of $223,782 and $215,525 at October 31, 2012 and January 31, 2012, respectively		34,450			39,449
Intangible assets, net		244			244
Other assets		2,222			2,380

Total Assets	$	229,346		$	225,474

Liabilities and Shareholders’ Equity
Current liabilities:
Trade accounts payable	$	74,510		$	51,268
Accrued expenses and other current liabilities		27,431			26,150

Total current liabilities		101,941			77,418
Long term debt		43,513			53,279
Deferred income taxes		47			42
Other liabilities		8,052			8,677

Shareholders’ equity:
Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued		—			—
Common stock, $.01 par value; 75,000,000 shares authorized; 11,944,544 shares issued and 8,145,863 shares outstanding at October 31, 2012; 11,944,544 shares issued and 8,292,147 shares outstanding at January 31, 2012		119			119
Additional paid-in capital		36,658			36,231
Retained earnings		60,488			71,010
Accumulated other comprehensive income		194			118
Treasury stock, at cost 3,798,681 shares and 3,652,397 shares at October 31, 2012 and January 31, 2012, respectively		(21,666	)		(21,420	)

Total Shareholders’ Equity		75,793			86,058

Total Liabilities and Shareholders’ Equity	$	229,346		$	225,474

See accompanying notes to unaudited consolidated financial statements.

HASTINGS ENTERTAINMENT, INC.

Unaudited Consolidated Statements of Operations

For the Three and Nine Months Ended October 31, 2012 and 2011

(Dollars in thousands, except per share amounts)


	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
Merchandise revenue	$	87,908		$	92,638		$	276,741		$	289,929
Rental revenue		13,325			15,841			44,238			52,792
Gift card breakage revenue		87			145			(119	)		575

Total revenues		101,320			108,624			320,860			343,296

Merchandise cost of revenue		60,571			65,177			187,150			201,186
Rental cost of revenue		4,482			6,299			15,035			20,470

Total cost of revenues		65,053			71,476			202,185			221,656

Gross profit		36,267			37,148			118,675			121,640
Selling, general and administrative expenses		43,957			46,180			128,282			134,607
Pre-opening expenses		—			30			—			242

Operating loss		(7,690	)		(9,062	)		(9,607	)		(13,209	)

Other income (expense):
Interest expense, net		(301	)		(405	)		(871	)		(894	)
Other, net		34			93			129			230

Loss before income taxes		(7,957	)		(9,374	)		(10,349	)		(13,873	)

Income tax expense (benefit)		42			(3,851	)		174			(4,708	)

Net loss	$	(7,999	)	$	(5,523	)	$	(10,523	)	$	(9,165	)

Basic loss per share	$	(0.98	)	$	(0.65	)	$	(1.28	)	$	(1.07	)

Diluted loss per share	$	(0.98	)	$	(0.65	)	$	(1.28	)	$	(1.07	)

Weighted-average common shares outstanding:
Basic		8,165			8,508			8,214			8,605
Dilutive effect of stock awards		—			—			—			—

Diluted		8,165			8,508			8,214			8,605

See accompanying notes to unaudited consolidated financial statements.

HASTINGS ENTERTAINMENT, INC.

Unaudited Consolidated Statements of Comprehensive Loss

For the Three and Nine Months Ended October 31, 2012 and 2011

(Dollars in thousands)


	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
Net loss	$	(7,999	)	$	(5,523	)	$	(10,523	)	$	(9,165	)
Other comprehensive income (loss) before income taxes
Unrealized gains (losses) in investments available for sale in Supplemental Executive Retirement Plan		40			(35	)		76			(17	)

Other comprehensive income (loss), before income taxes		40			(35	)		76			(17	)
Income taxes related to components of other comprehensive income		15			(14	)		29			(6	)

Other comprehensive income (loss), net of income taxes		25			(21	)		47			(11	)

Comprehensive loss	$	(7,974	)	$	(5,544	)	$	(10,476	)	$	(9,176	)

See accompanying notes to unaudited consolidated financial statements.

HASTINGS ENTERTAINMENT, INC.

Unaudited Consolidated Statements of Cash Flows

For the Nine Months Ended October 31, 2012 and 2011

(Dollars in thousands)


	Nine Months Ended October 31,
	2012			2011
Cash flows from operating activities:
Net loss	$	(10,523	)	$	(9,165	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Rental asset depreciation expense		4,466			8,422
Purchases of rental assets		(8,350	)		(18,277	)
Property, equipment and improvements depreciation expense		11,374			12,803
Deferred income taxes		5			(158	)
Loss on rental assets lost, stolen and defective		605			1,069
Loss on disposal or impairment of property and equipment, excluding rental assets		182			218
Non-cash stock-based compensation		539			759
Changes in operating assets and liabilities:
Merchandise inventories, net		(11,977	)		(27,586	)
Prepaid expenses and other current assets		5,509			(3,275	)
Trade accounts payable		21,034			21,789
Accrued expenses and other current liabilities		1,282			223
Excess tax benefit from stock-based compensation		—			(15	)
Other assets and liabilities, net		(392	)		458

Net cash provided by (used in) operating activities		13,754			(12,735	)

Cash flows from investing activities:
Purchases of property, equipment and improvements		(6,557	)		(12,878	)

Net cash used in investing activities		(6,557	)		(12,878	)

Cash flows from financing activities:
Borrowings under revolving credit facility		312,039			389,033
Repayments under revolving credit facility		(321,805	)		(365,857	)
Purchase of treasury stock		(357	)		(1,624	)
Change in cash overdraft		2,209			3,020
Deferred financing costs paid		—			(68	)
Proceeds from exercise of stock options		—			37
Excess tax benefit from stock-based compensation		—			15

Net cash provided by (used in) financing activities		(7,914	)		24,556

Net decrease in cash and cash equivalents		(717	)		(1,057	)
Cash and cash equivalents at beginning of period		4,172			6,149

Cash and cash equivalents at end of period	$	3,455		$	5,092

See accompanying notes to unaudited consolidated financial statements.

Hastings Entertainment, Inc.

Notes to Unaudited Consolidated Financial Statements

(Tabular amounts in thousands, except per share data or unless otherwise noted)

1.	Basis of Presentation

The accompanying unaudited consolidated financial statements of Hastings Entertainment, Inc. and its subsidiary (“Hastings,” the “Company,” “we,” “our,” or “us”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with instructions in Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such principles and regulations of the Securities and Exchange Commission. All adjustments, consisting of normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair presentation of the results of interim periods. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for a full year because of, among other things, seasonality factors in the retail business. As is the case with many retailers, a significant portion of our revenues, and an even greater portion of our operating earnings, is generated in the fourth fiscal quarter, which includes the holiday selling season. The unaudited consolidated financial statements contained herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2012.

The balance sheet at January 31, 2012 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2012.

Our fiscal year ends on January 31 and is identified as the fiscal year for the immediately preceding calendar year. For example, the fiscal year that will end on January 31, 2013 is referred to as fiscal year 2012.

2.	Stock-Based Compensation

We have various stock incentive plans, which allow us to issue stock options, stock appreciation rights, restricted shares, restricted stock units, performance awards and other awards. Stock-based compensation is discussed more fully in Note 13 to the Audited Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2012.

For the three months ended October 31, 2012 and 2011, we recognized approximately $0.2 million and $0.1 million, respectively, of stock-based compensation expense. For the nine months ended October 31, 2012 and 2011, we recognized approximately $0.5 million and $0.8 million, respectively, of stock-based compensation expense. These amounts include expense related to incentive stock options, non-qualified stock options, and restricted stock units.

As of October 31, 2012, we had 329,479 shares available to grant as stock-based compensation awards under our various stock incentive plans.

3.	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 October 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.

Hastings Entertainment, Inc.

Notes to Unaudited Consolidated Financial Statements

(Tabular amounts in thousands, except per share data or unless otherwise noted)

The following table provides a roll-forward of our store closing reserves:


	Store Closing Reserve
Balance at January 31, 2012	$	2,558
Additions to provision		—
Changes in estimates		173
Cash outlay, net		(572	)

Balance at October 31, 2012	$	2,159

4.	Long-term Debt

On July 22, 2010, we entered into the Amended and Restated Loan and Security Agreement with Bank of America, N.A., as agent, (as amended, modified or otherwise supplemented from time to time, the “Amended Agreement”) 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 of 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. 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 1^st through and including December 27^th 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 October 31, 2012, was approximately $0.8 million, which reduces the excess availability under the Amended Agreement.

Hastings Entertainment, Inc.

Notes to Unaudited Consolidated Financial Statements

(Tabular amounts in thousands, except per share data or unless otherwise noted)

At October 31, 2012, we had approximately $59.9 million in excess availability, after the availability reserve, under the Amended Agreement. The average rates of interest incurred for the three months ended October 31, 2012 and 2011 were 2.5% and 2.7%, respectively. The average rates of interest incurred for the nine months ended October 31, 2012 and 2011 were 2.5% and 2.6%, respectively. Deferred financing costs that were amortized into interest expense during the three and nine months ended October 31, 2012 and 2011 are excluded from the calculation of the average rate of interest for each respective period.

5.	Loss per Share

The computations for basic and diluted loss per share are as follows:


	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
Net loss	$	(7,999	)	$	(5,523	)	$	(10,523	)	$	(9,165	)

Average shares outstanding:
Basic		8,165			8,508			8,214			8,605
Effect of stock awards		—			—			—			—

Diluted		8,165			8,508			8,214			8,605

Loss per share:
Basic	$	(0.98	)	$	(0.65	)	$	(1.28	)	$	(1.07	)

Diluted	$	(0.98	)	$	(0.65	)	$	(1.28	)	$	(1.07	)

The following options to purchase shares of common stock were not included in the computation of diluted loss per share because their inclusion would have been antidilutive:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2012		2011		2012		2011
Shares of common stock underlying options		652		659		652		659
Exercise price range per share	$	1.69 to $9.67	$	1.69 to $8.70	$	1.69 to $9.67	$	1.69 to $8.70

6.	Fair Value Measurements

We account for certain assets and liabilities at fair value. 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.

Hastings Entertainment, Inc.

Notes to Unaudited Consolidated Financial Statements

(Tabular amounts in thousands, except per share data or unless otherwise noted)

At October 31, 2012 and January 31, 2012, we had approximately $1.7 million and $1.6 million, respectively, in assets which are carried at fair value on a recurring basis. These assets, which are reflected in Other Assets in the consolidated balance sheets, 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.

Our long-term debt approximates fair value as of both October 31, 2012 and January 31, 2012, due to the instrument bearing interest at variable rates that are comparable to what is currently available to us. We entered into the First Amendment with Bank of America on July 21, 2011, at which time our current interest rates were determined. See Note 4 on Debt for a more detailed discussion of our bank credit agreement.

7.	Income Taxes

The effective tax rate for the three months ended October 31, 2012 was (0.5%) primarily due to Texas state income tax expense, which is based primarily on gross margin.

The effective tax rate for the nine months ended October 31, 2012 was (1.7%) primarily due to Texas state income tax expense, which is based primarily on gross margin. During the fourth quarter of fiscal 2011 we established a valuation allowance. 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, and we continue to believe, that it is more likely than not that our deferred tax assets will not be realized. As such, we evaluated and increased the valuation allowance to approximately $11.5 million at October 31, 2012. Our effective rate is significantly lower than statutory rates due to the valuation allowance. 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.

8.	Litigation and Contingencies

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.

9.	Recent Accounting Pronouncements

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 adopted the new ASU 2011-04 disclosure requirements in the first quarter of fiscal 2012 with no material impact on the Company’s results of operation and financial condition.

10.

Subsequent Event

On December 7, 2012, our Board of Directors declared an annual dividend of $0.02 per share and a special dividend of $0.35 per share. Both the annual dividend and the special dividend are payable on December 31, 2012 to shareholders of record as of December 21, 2012.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

Certain written and oral statements set forth below or made by Hastings with the approval of an authorized executive officer constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “intend,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future including statements relating to the business, expansion, merchandising and marketing strategies of Hastings, industry projections or forecasts, inflation, effect of critical accounting policies including lower of cost or market for inventory adjustments, the returns process, rental asset depreciation, store closing reserves, impairment or disposal of long-lived assets, revenue recognition, and vendor allowances, sufficiency of cash flow from operations and borrowings under our revolving credit facility and statements expressing general opinions about future operating results are forward-looking statements. Such statements are based upon our management’s current estimates, assumptions and expectations, which are based on information available at the time of the disclosure, and are subject to a number of factors and uncertainties, including, but not limited to, consumer appeal of our existing and planned product offerings, and the related impact of competitor pricing and product offerings; overall industry performance and the accuracy of our estimates and judgments regarding trends; our ability to obtain favorable terms from suppliers; our ability to respond to changing consumer preferences, including with respect to new technologies, the expanding market for digital content and hardware (including without limitation electronic books or “eBooks” and “eBook readers”) and other alternative methods of content delivery, and to effectively adjust our offerings if and as necessary; the application and impact of future accounting policies or interpretations of existing accounting policies; whether our assumptions turn out to be correct; our inability to attain such estimates and expectations; a downturn in market conditions in any industry relating to the products we inventory, sell or rent; the degree to which we enter into and maintain vendor relationships; the challenging times that the U.S. and global economies are currently experiencing, the effects of which have had and will continue to have an adverse impact on spending by Hastings’ current retail customer base and potential new customers, and the possibility that general economic conditions could deteriorate further, as a result of the “fiscal cliff” or otherwise; volatility of fuel and utility costs; acts of war or terrorism inside the United States or abroad; unanticipated adverse litigation results or effects; the effect of inclement weather on the ability of consumers to reach our stores and other factors which may be outside of our control; any of which could cause actual results to differ materially from those described herein. 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.

The following discussion should be read in conjunction with the unaudited consolidated financial statements of the Company and the related notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.

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 October 31, 2012, we operated 137 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.

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 consumer electronics. We fill orders for new and used product placed at this website and also through Amazon and eBay Marketplaces using our proprietary goShip program, which allows us to ship directly from stores and our distribution center. 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 ending January 31, 2013 is referred to as fiscal 2012.

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, Books on CD and Video Games, are depreciated to salvage values ranging from $4 to $15. 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, in addition to 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 the tax provision 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:

•

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, as well as 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 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. Periodically, we perform an analysis of our historical gift card redemption trends and review each state’s gift card escheatment laws to determine whether any adjustments to our estimated gift card breakage rates are necessary. Any changes in our estimated gift card breakage rates or changes in escheatment laws applicable to our operations are recognized in the period in which the change is made and any impact of the change is reflected in gift card breakage revenue.

Results of Operations

The following tables present our statement of operations data, expressed as a percentage of revenue, and the number of superstores open at the end of the periods presented herein.


	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
Merchandise revenue		86.8	%		85.3	%		86.2	%		84.5	%
Rental revenue		13.1			14.6			13.8			15.4
Gift card breakage revenue		0.1			0.1			—			0.1

Total revenues		100.0			100.0			100.0			100.0

Merchandise cost of revenue		68.9			70.4			67.6			69.4
Rental cost of revenue		33.6			39.8			34.0			38.8

Total cost of revenues		64.2			65.8			63.0			64.6

Gross profit		35.8			34.2			37.0			35.4

Selling, general and administrative expenses		43.4			42.5			40.0			39.2
Pre-opening expenses		—			—			—			0.1

Operating loss		(7.6	)		(8.3	)		(3.0	)		(3.8	)

Other income (expense):

Interest expense		(0.3	)		(0.4	)		(0.3	)		(0.3	)
Other, net		—			0.1			0.1			—

Loss before income taxes		(7.9	)		(8.6	)		(3.2	)		(4.0	)

Income tax (benefit) expense		—			(3.5	)		0.1			(1.4	)

Net loss		(7.9	)%		(5.1	)%		(3.3	)%		(2.7	)%

Summary of Superstore Activity⁽¹⁾


	Three Months Ended October 31,						Nine Months Ended October 31,						Year Ended January 31,
	2012			2011			2012			2011			2012
Beginning number of stores		138			145			140			146			146
Openings		—			—			—			1			1
Closings		(1	)		(2	)		(3	)		(4	)		(7	)

Ending number of stores		137			143			137			143			140

(1)	As of October 31, 2012, we operated three concept stores, including two Sun Adventure Sports and one TRADESMART, which were not included in the summary of superstore activity. TRADESMART was opened August 2011. Our two Sun Adventure Sports stores were opened June 2010 and October 2011.

Financial Results for the Third Quarter of Fiscal Year 2012

Revenues. Total revenues for the third quarter decreased approximately $7.3 million, or 6.7%, to $101.3 million compared to $108.6 million for the third quarter of fiscal 2011. As of October 31, 2012, we operated six fewer Hastings superstores, as compared to October 31, 2011. The following is a summary of our revenues results (dollars in thousands):


	Three Months Ended October 31,
	2012					2011					Decrease
			Percent					Percent
	Revenues		Of Total			Revenues		Of Total			Dollar			Percent
Merchandise Revenue	$	87,908		86.8	%	$	92,638		85.3	%	$	(4,730	)		-5.1	%
Rental Revenue		13,325		13.1	%		15,841		14.6	%		(2,516	)		-15.9	%
Gift Card Breakage Revenue		87		0.1	%		145		0.1	%		(58	)		-40.0	%

Total Revenues	$	101,320		100.0	%	$	108,624		100.0	%	$	(7,304	)		-6.7	%

Comparable-store revenues (“Comp”)


Total	-4.7	%
Merchandise	-3.1	%
Rental	-13.7	%

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


	Three Months Ended October 31,
	2012			2011
Electronics		16.7	%		3.6	%
Hardback Café		15.2	%		6.7	%
Trends		6.6	%		11.1	%
Consumables		1.2	%		-6.6	%
Movies		0.4	%		-3.4	%
Books		-1.4	%		-4.5	%
Music		-14.1	%		-2.6	%
Video Games		-20.8	%		-9.4	%

Electronics Comps increased 16.7% for the quarter primarily due to increased sales in electronics hardware items, such as refurbished DVD players, tablet accessories and musical instrument accessories. Hardback Café Comps increased 15.2% for the quarter primarily due to increased sales of blended, iced and hot specialty café drinks. Trends Comps increased 6.6% for the quarter primarily due to increased sales of boutique apparel, comics and recreational sporting equipment. Consumables Comps increased 1.2% for the quarter primarily due to increased sales of popcorn and candies. Movie Comps increased 0.4% for the quarter primarily due to increased sales of Blu-ray movies and DVD boxed-sets, partially offset by a decrease in previously viewed films. Book Comps decreased 1.4% for the quarter primarily due to book signings and promotional events taking place during the same quarter of the prior fiscal year, partially offset by continued strong sales of the 50 Shades series. Book Comps, excluding Nextbook sales, digital books and accessories decreased 2.4% for the quarter. Music Comps decreased 14.1% primarily due to lower sales of new CDs and the increasing popularity of digital delivery. Video Game Comps decreased 20.8% during the quarter, primarily due to a weaker release schedule and lower sales of video game consoles. Video game hardware sales have decreased during the period due to anticipation of the new WiiU system being released by Nintendo in November 2012 and the likelihood of other consoles being released in 2013.

Rental Comps decreased 13.7% for the third quarter, primarily resulting from fewer rentals of DVDs and video games, partially offset by an increase in rentals of Blu-ray movies. Rental Movie Comps decreased 11.4% for the quarter primarily due to competition from rental kiosks and subscription-based rental services and a significant negative impact on rentals from the Olympic Games during the early part of the quarter. Rental Video Game Comps decreased 30.4% due to a weak release schedule and low demand in anticipation of new game platform releases.

Gross Profit – Merchandise. For the third quarter, total merchandise gross profit dollars decreased approximately $0.2 million, or 0.7%, to $27.3 million from $27.5 million for the same period in the prior year, primarily due to a decrease in revenue, partially offset by increased margin rates. As a percentage of total merchandise revenue, merchandise gross profit increased to 31.1% for the quarter compared to 29.6% for the same period in the prior year, resulting primarily from a continued shift in mix of revenues by category and lower shrink expense.

Gross Profit – Rental. For the third quarter, total rental gross profit dollars decreased approximately $0.7 million, or 7.4%, to $8.8 million from $9.5 million for the same period in the prior year, primarily due to a decrease in revenue, partially offset by increased margin rates. As a percentage of total rental revenue, rental gross profit increased to 66.4% for the quarter compared to 60.2% for the same period in the prior year, primarily due to a significant reduction in rental asset purchases based on lower anticipated rental revenues which, in turn, resulted in lower depreciation.

Selling, General and Administrative Expenses (“SG&A”). As a percentage of total revenue, SG&A increased to 43.4% for the third quarter compared to 42.5% for the same period in the prior year due to deleveraging resulting from lower revenues. SG&A decreased approximately $2.2 million during the quarter, or 4.8%, to $44.0 million compared to $46.2 million for the same quarter last year. The decrease results primarily from a decrease of $1.2 million in store labor costs, a $1.1 million decrease in occupancy costs, including depreciation, and a $0.6 million decrease in store advertising expense, partially offset by a $0.8 million increase in estimated bonuses under our corporate officer and management bonus incentive programs, resulting from the fact that minimal bonuses were estimated during the third quarter of 2011. The decrease in occupancy expense and, to a certain extent, the decrease in store labor costs, are primarily a result of operating six fewer superstores this quarter compared to the same quarter in the prior year.

Interest Expense. For the third quarter, interest expense decreased $0.1 million to $0.3 million compared to $0.4 million for the same quarter last year, primarily due to lower average debt levels during the current quarter. The average rate of interest charged for the third quarter decreased to 2.5% compared to 2.7% for the same period in the prior year.

Income Tax Expense. The effective tax rate for the third quarter was (0.5%) primarily due to Texas state income tax, which is based primarily on gross margin. For further details, see the Income Tax Expense notes in the section covering Financial Results for the Nine Months Ended October 31, 2012.

Financial Results for the Nine Months Ended October 31, 2012

Revenues. Total revenues for the nine months ended October 31, 2012 decreased approximately $22.4 million, or 6.5%, to $320.9 million compared to $343.3 million for the nine months ended October 31, 2011. The following is a summary of our revenues results (dollars in thousands):


	Nine Months Ended October 31,
	2012						2011					Decrease
				Percent					Percent
	Revenues			Of Total			Revenues		Of Total			Dollar			Percent
Merchandise Revenue	$	276,741			86.2	%	$	289,929		84.5	%	$	(13,188	)		-4.5	%
Rental Revenue		44,238			13.8	%		52,792		15.4	%		(8,554	)		-16.2	%
Gift Card Breakage Revenue		(119	)		0.0	%		575		0.1	%		(694	)		NM

Total Revenues	$	320,860			100.0	%	$	343,296		100.0	%	$	(22,436	)		-6.5	%

Comparable-store revenues (“Comp”)


Total	-5.1	%
Merchandise	-3.5	%
Rental	-14.0	%

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


	Nine Months Ended October 31,
	2012			2011
Electronics		11.9	%		1.8	%
Hardback Café		10.9	%		5.1	%
Trends		9.7	%		10.9	%
Consumables		2.6	%		-7.3	%
Books		-0.3	%		-7.8	%
Movies		-1.5	%		-7.1	%
Music		-12.0	%		-2.3	%
Video Games		-21.8	%		-3.6	%

Electronics Comps increased 11.9% for the period primarily due to increased sales in electronics accessories, such as headphones, wireless phone accessories, tablet and iPhone accessories. Hardback Café Comps increased 10.9% for the period primarily due to increased sales of blended, iced and hot specialty café drinks. Trends Comps increased 9.7% for the period primarily due to increased sales of boutique apparel, comics and recreational sporting equipment. Consumables Comps increased 2.6% for the period primarily due to increased sales of licensed novelty candy items and soft drinks. Book Comps decreased 0.3% for the period primarily due to book signings and promotional events taking place during the same period of the prior fiscal year, partially offset by continued strong sales of the 50 Shades series. Book Comps, excluding Nextbook sales, digital books and accessories decreased 1.6% for the period. Movie Comps decreased 1.5% for the period primarily due to decreased sales in previously viewed films. Music Comps decreased 12.0% primarily due to lower sales of new CDs and the increasing popularity of digital delivery. According to Nielsen SoundScan numbers for the first nine calendar months of 2012, physical unit sales of the CD album format were down 14.5% while unit sales of the digital album format were up 15.3%. Our physical unit sales of CDs continue to outperform the industry, as they were only down 10.0% for the nine months ended October 31, 2012. Video Game Comps decreased 21.8% during the period, primarily due to lower sales of new and used video games and lower sales of video game consoles. Video game hardware sales have decreased during the period due to anticipation of the new WiiU system being released by Nintendo in November 2012 and the likelihood of other consoles being released in 2013.

Rental Comps decreased 14.0% during the period primarily due to fewer rentals of movies and video games, partially offset by an increase in rentals of Blu-ray movies. Rental Movie Comps decreased 11.6% primarily due to competition from rental kiosks and subscription-based services and a significant negative impact on rentals from the Olympic Games during the period. Rental Video Game Comps decreased 28.9% primarily due to a weak release schedule and low demand in anticipation of new game platform releases.

Gross Profit – Merchandise. For the current nine months, total merchandise gross profit dollars increased approximately $0.9 million, or 1.0%, to $89.6 million from $88.7 million for the same period in the prior year, primarily due to an increase in margin rates, partially offset by a decrease in revenues. As a percentage of total merchandise revenue, merchandise gross profit increased to 32.4% for the current nine months, compared to 30.6% for the same period in the prior year, primarily due to a shift in mix of revenues by category and lower shrink expenses, partially offset by an increase in freight expense.

Gross Profit – Rental. For the current nine months, total rental gross profit dollars decreased approximately $3.1 million, or 9.6%, to $29.2 million from $32.3 million for the same period in the prior year primarily due to a decrease in revenue, partially offset by an increase in margin rates. As a percentage of total rental revenue, rental gross profit increased to 66.0% for the current nine month period compared to 61.2% for the same period in the prior year, primarily as a result of lower depreciation and shrink expense.

Selling, General and Administrative Expenses (“SG&A”). As a percentage of total revenue, SG&A increased to 40.0% for the current nine months compared to 39.2% for the same period in the prior year primarily due to deleveraging resulting from lower revenues. SG&A decreased approximately $6.3 million, or 4.7%, to $128.3 million compared to $134.6 million for the same period last year. The main drivers of the decrease in SG&A included a $4.0 million decrease in store labor costs, a $2.4 million decrease in occupancy costs, including

depreciation, and a $0.8 million decrease in advertising expense, partially offset by a $1.9 million increase in earned and estimated bonuses under our corporate officer and management bonus incentive programs, resulting from the fact that minimal bonuses were earned and estimated during the same period of 2011. The decrease in occupancy expense and, to a certain extent, the decrease in store labor costs, are primarily a result of operating six fewer superstores during the first nine months of fiscal year 2012 compared to the same period in the prior year.

Interest Expense. For the current nine months, interest expense remained consistent at $0.9 million both for the current nine months and the same period in the prior year. The average rate of interest charged for the current nine months decreased to 2.5% compared to 2.6% for the same period in the prior year.

Income Tax Expense. The effective tax rate for the first nine months of fiscal 2012 was (1.7%) primarily due to Texas state income tax, which is based primarily on gross margin. During the fourth quarter of fiscal 2011, we established a valuation allowance. 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, and continue to believe, that it is more likely than not that our deferred tax assets will not be realized. As such, we evaluated and increased the valuation allowance to approximately $11.5 million at October 31, 2012. Our effective rate is significantly lower than statutory rates due to the valuation allowance. We will reassess the valuation quarterly, and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly.

Store Activity

Since September 11, 2012, which was the last date we reported store activity, we have not had any store openings or closings.

Use of Non-GAAP Financial Measures

The Company is providing free cash flow, EBITDA and adjusted EBITDA as supplemental non-GAAP financial measures regarding the Company’s operational performance. The Company evaluates its historical and prospective financial performance, and its performance relative to its competitors, by using such non-GAAP financial measures. Specifically, management uses these items to further its own understanding of the Company’s core operating performance, which management believes represents the Company’s performance in the ordinary, ongoing and customary course of its operations. Therefore, management excludes from core operating performance those items, such as those relating to restructuring, investing, stock-based compensation expense and non-cash activities, that management does not believe are reflective of such ordinary, ongoing and customary activities.

The Company believes that providing this information to its investors, in addition to the presentation of GAAP financial measures, allows investors to see the Company’s financial results “through the eyes” of management. The Company further believes that providing this information allows investors to both better understand the Company’s financial performance and to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance.

Free Cash Flow

Management defines free cash flow as net cash provided by operating activities for the period less purchases of property, equipment and improvements during the period. Purchases of property, equipment and improvements during the period are netted with any proceeds received from insurance on casualty loss that are directly related to the reinvestment of new capital expenditures. The following table reconciles net cash provided by operating activities, a GAAP financial measure, to free cash flow, a non-GAAP financial measure (in thousands):


	Nine months ended October 31,
	2012			2011
Net cash provided by (used in) operating activities	$	13,754		$	(12,735	)
Purchase of property, equipment and improvements, net		(6,557	)		(12,878	)

Free cash flow	$	7,197		$	(25,613	)

EBITDA and Adjusted EBITDA

EBITDA is defined as net income (loss) before interest expense (net), income tax expense (benefit), property and equipment depreciation expense and amortization. Adjusted EBITDA, as presented herein, is EBITDA excluding gift card breakage revenue, stock-based compensation expense and abandoned lease expense. The following table reconciles net income (loss), a GAAP financial measure, to EBITDA and adjusted EBITDA, non-GAAP financial measures (in thousands):


	Three months ended October 31,						Nine months ended October 31,
	2012			2011			2012			2011
Net loss	$	(7,999	)	$	(5,523	)	$	(10,523	)	$	(9,165	)
Adjusted for
Interest expense, net		301			405			871			894
Income tax expense (benefit)		42			(3,851	)		174			(4,708	)
Property and equipment depreciation expense		3,667			4,129			11,374			12,803

EBITDA		(3,989	)		(4,840	)		1,896			(176	)

Gift card breakage revenue		(87	)		(145	)		119			(575	)
Non-cash stock-based compensation		168			120			539			759
Abandoned lease expense		60			—			163			—

Adjusted EBITDA	$	(3,848	)	$	(4,865	)	$	2,717		$	8

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 during the first nine months of fiscal 2012 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 discussed more fully in Item 2 of Part II of this Quarterly Report on Form 10-Q and the annual and special dividends declared by the Board on December 7, 2012. We believe our cash flow from operations and borrowings under our revolving credit facility will be sufficient to fund our ongoing operations, new stores, store expansions, store reformations and implementation of new information systems technology for the next twelve months.

At October 31, 2012, total outstanding debt was approximately $43.5 million. We project our outstanding debt level will be in the range of $48.0 million to $51.0 million by the end of fiscal 2012. At October 31, 2012, we had approximately $59.9 million in excess availability, after the $10 million availability reserve, under the Amended Agreement (as defined below).

Consolidated Cash Flows

Operating Activities. Net cash provided by operating activities totaled approximately $13.8 million for the nine months ended October 31, 2012, compared to cash used by operating activities of $12.7 million for the nine months ended October 31, 2011. Net loss for the current period was approximately $10.5 million

compared to $9.2 million for same period in fiscal 2011. Purchases of rental assets decreased $9.9 million to $8.4 million during the current period from $18.3 million during the same period in fiscal 2011 in anticipation of lower rental revenues. Consequently, rental asset depreciation expense decreased $3.9 million to $4.5 million during the current period from $8.4 million during the same period in fiscal 2011. Merchandise inventories increased $12.0 million for the current period, compared to an increase of $27.6 million during the same period in fiscal 2011, primarily due to lower anticipated merchandise revenues and operating fewer stores. Prepaid expenses and other current assets decreased $5.5 million during the current period, compared to an increase of $3.3 million during the same period in fiscal 2011, primarily due to the receipt of federal income tax receivable and a reduction in accounts receivable. Accrued expenses and other current liabilities increased $1.3 million for the current period, compared to an increase of $0.2 million during the same period in fiscal 2011, primarily due to increased accrued salaries, partially offset by a decrease in deferred income. Other assets and liabilities decreased $0.4 million for the current period, compared to an increase of $0.5 million during the same period in fiscal 2011, primarily due to a reduction in long-term lease obligations. For fiscal 2012, we estimate net cash provided by operations of approximately $11.0 to $13.0 million as compared to a net use of cash of approximately $4.5 million in fiscal 2011. The expected increase from fiscal 2011 net cash used in operations to estimated fiscal 2012 net cash provided by operations results primarily from projected changes in various balance sheet accounts, primarily lower inventories and a projected decrease in net loss for fiscal 2012.

Investing Activities. Net cash used in investing activities decreased approximately $6.3 million from $12.9 million for the nine months ended October 31, 2011, to $6.6 million for the nine months ended October 31, 2012. This decrease was primarily due to decreased expenditures relating to new stores and remodels. For fiscal 2012, we project capital expenditures to be approximately $9.0 million. The planned decrease is primarily due to decreased expenditures related to the opening of new stores and relocation of existing stores.

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 the nine months ended October 31, 2012, cash used in financing activities was approximately $7.9 million compared to cash provided by financing activities of $24.6 million for the nine months ended October 31, 2011. For the current nine months, net repayments from our revolving credit facility were approximately $9.8 million compared to net borrowings of approximately $23.2 million for the same period in the prior year. Changes in our cash overdraft position decreased from cash provided of approximately $3.0 million for the nine months ended October 31, 2011 to cash provided of $2.2 million for the nine months ended October 31, 2012, due to the timing of payments issued to vendors during the period. The Company purchased approximately $0.4 million of treasury stock during the nine months ended October 31, 2012 compared to $1.6 million during the nine months ended October 31, 2011.

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 (as amended, modified or otherwise supplemented from time to time, the “Amended 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 of 10% of the lesser of (a) the Borrowing Base, and (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. 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 1^st through and including December 27^th 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, and (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.

At October 31, 2012, we had approximately $59.9 million in excess availability, after the availability reserve, under the Amended Agreement. We expect to have approximately $53.0 million to $56.0 million in excess availability, after the 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 three months ended October 31, 2012 and 2011 were 2.5% and 2.7%, respectively. The average rates of interest incurred for the nine months ended October 31, 2012 and 2011 were 2.5% and 2.6%, respectively. Deferred financing costs that were amortized into interest expense during the three and nine months ended October 31, 2012 and 2011 are excluded from the calculation of the average rate of interest for each respective period.

At October 31, 2012, our minimum lease commitments for the remainder of fiscal 2012 were approximately $4.5 million. Total existing minimum operating lease commitments for fiscal years 2012 through 2027 were approximately $139.2 million as of October 31, 2012.

Dividend Program. On December 7, 2012, our Board of Directors adopted a dividend policy under which we intend to pay an annual cash dividend on our common stock beginning December 31, 2012. The initial dividend rate will be $0.02 per share with the aggregate amount equal to approximately $160,000. The cash dividend policy and the declaration and payment of each annual dividend will be subject to the Board’s continuing determination that the

policy and the declaration of dividends are in the best interest of our stockholders and are in compliance with applicable law. The Board of Directors retains the power to modify, suspend, or cancel our dividend policy in any manner and at any time that it may deem necessary or appropriate in the future. In addition to adopting the annual dividend policy described above, on December 7, 2012 our Board of Directors declared a special dividend in the amount of $0.35 per share with the aggregate amount equal to approximately $2,850,000. Both the initial dividend under the annual dividend policy described above and the special dividend will be payable on December 31, 2012.

Contractual obligations and off-balance sheet arrangements. We have contractual obligations associated with ongoing business and financing activities, which will result in cash payments in future periods. These obligations include long-term debt, operating leases and certain revenue-sharing agreements. As of October 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 does our business ordinarily require us to do so. At October 31, 2012, there have been no material changes in our contractual obligations or off-balance sheet arrangements from those reported in our Annual Report on Form 10-K for the fiscal year ended January 31, 2012.

Seasonality

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 the fourth 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 and 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.

ITEM 3 – 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, at our option, on the lender’s Base Rate or LIBOR, plus a specified percentage. The annual impact on our results of operations of a 100 basis point interest rate change on the October 31, 2012 outstanding balance of the variable rate debt would be approximately $0.4 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 4 – 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 Rules 13a-15 and 15d-15 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q 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 Securities and Exchange Commission and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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.

There has not been any change in our internal control over financial reporting during our fiscal quarter ended October 31, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS.

ITEM 1A – RISK FACTORS.

Our Annual Report on Form 10-K for the fiscal year ended January 31, 2012 includes a detailed discussion of our risk factors. Since that time, there have been no material changes to our risk factors.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

A summary of our purchases of shares of common stock for the three months ended October 31, 2012 is as follows:

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total number of shares purchased (1)		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
August 1, 2012 through August 31, 2012		67,100	$	1.97		67,100		N/A
September 1, 2012 through September 30, 2012		5,900		1.94		5,900		N/A
October 1, 2012 through October 31, 2012		—		—		—		N/A

Total		73,000	$	1.97		73,000	$	5,932,685

(1)

All shares 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 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 5,509,449 shares have been purchased under the repurchase plan at a total cost of approximately $31.6 million, or approximately $5.73 per share.

ITEM 6 – EXHIBITS.

The following exhibits are filed herewith or incorporated by reference as indicated as required by Item 601 of Regulation S-K. Any exhibits designated by an asterisk are management contracts and/or compensatory plans or arrangement required to be filed as exhibits to this Quarterly Report on Form 10-Q.


Exhibit Number	Description of Documents

3.1	(1)	Third Restated Articles of Incorporation of the Company.

3.2	(2)	Amended and Restated Bylaws of the Company.

4.1	(3)	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	(2)	Amended and Restated Bylaws of the Company (see 3.2 above).

31.1	(4)	Principal Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).

31.2	(4)	Principal Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).

32.1	(4)	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	(5)	XBRL Instance Document

101.SCH	(5)	XBRL Taxonomy Extension Schema

101.CAL	(5)	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	(5)	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	(5)	XBRL Taxonomy Extension Label Linkbase

101.PRE	(5)	XBRL Taxonomy Extension Presentation Linkbase

(1)	Previously filed as an exhibit to the Company’s Registration Statement on Form S-1, dated March 18, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(2)	Previously filed as Exhibit 3.1 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 an exhibit 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)	Filed herewith.

(5)	In accordance with Regulation S-T, the XBRL-related information in Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

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 thereunto duly authorized:


				HASTINGS ENTERTAINMENT, INC

Date: December 10, 2012				/s/ Dan Crow
				Dan Crow
				Vice President and Chief Financial Officer
				(Principal Financial and Accounting Officer)

INDEX TO EXHIBITS


Exhibit Number	Description of Documents

3.1	(1)	Third Restated Articles of Incorporation of the Company.

3.2	(2)	Amended and Restated Bylaws of the Company.

4.1	(3)	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	(2)	Amended and Restated Bylaws of the Company (see 3.2 above).

31.1	(4)	Principal Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).

31.2	(4)	Principal Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).

32.1	(4)	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	(5)	XBRL Instance Document

101.SCH	(5)	XBRL Taxonomy Extension Schema

101.CAL	(5)	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	(5)	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	(5)	XBRL Taxonomy Extension Label Linkbase

101.PRE	(5)	XBRL Taxonomy Extension Presentation Linkbase

(1)	Previously filed as an exhibit to the Company’s Registration Statement on Form S-1, dated March 18, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(2)	Previously filed as Exhibit 3.1 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 an exhibit 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)	Filed herewith.

(5)	In accordance with Regulation S-T, the XBRL-related information in Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

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