<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________________ to __________________
COMMISSION FILE NUMBER: 000-24381
HASTINGS ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1386375
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3601 PLAINS BOULEVARD, AMARILLO, TEXAS 79102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (806) 351-2300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share Nasdaq National Market
(Title of Class) (Name of Exchange on which registered)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $11,634,235 based upon the closing market price of
$2.188 per share of Common Stock on the Nasdaq National Market as of June 5,
2000.
Number of shares of $.01 par value Common Stock outstanding as of June 5, 2000:
11,642,644
(Cover page 1 of 1)
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On June 14, 2000, Hastings Entertainment, Inc., (the "Company") filed its annual
report on Form 10K for the fiscal year ended January 31, 2000. This Form 10-K/A
is being filed by the Company to include financial data schedules for the fiscal
years ended January 31, 1999 and January 31, 1998. These financial data
schedules are set forth on Exhibits 27.2 and 27.3, respectively, to this Form
10-K/A.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The following consolidated financial statements of the
Company are included in Part II, Item 8:
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Independent Auditors' Report ......................................... 27
Consolidated Balance Sheets as of January 31, 2000 and 1999 .......... 28
Consolidated Statements of Operations for the years ended
January 31, 2000, 1999 and 1998 .................................. 29
Consolidated Statements of Shareholders' Equity for the years
ended January 31, 2000, 1999 and 1998 ............................ 30
Consolidated Statements of Cash Flows for the years ended
January 31, 2000, 1999 and 1998 .................................. 31
Notes to Consolidated Financial Statements ........................... 32
</TABLE>
2. The following financial statement schedules and other
information required to be filed by Items 8 and 14(d) of Form
10-K are included in Part IV:
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable, not
required or the required information is included in the Consolidated
Financial Statements and notes thereto.
3. The following exhibits are filed herewith or incorporated by
reference as indicated as required by Item 601 of Regulation
S-K. The exhibits designated by an asterisk are management
contracts and/or compensatory plans or arrangements required
to be filed as exhibits to this report.
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<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C> <C>
3.1 (1) Third Restated Articles of Incorporation of the Company.
3.2 (1) Amended and Restated Bylaws of the Company.
4.1 (1) Specimen of Certificate of Common Stock of the Company.
4.2 (1) Third Restated Articles of Incorporation of the Company (see 3.1 above).
4.3 (1) Amended and Restated Bylaws of the Company (see 3.2 above).
10.1 (1) Form of Indemnification Agreement by and between the Company and its
directors and executive officers.
10.2 (1) Note Purchase Agreement regarding $25,000,000 7.75% Senior Notes Due June 13, 2003
10.3 (1) Credit Agreement among Hastings Entertainment, Inc. and NationsBank as of December 16, 1998
10.4 (1) Hastings Amended 1996 Incentive Stock Plan.
10.5 * (1) Hastings 1994 Stock Option Plan.
10.6 * (1) Hastings 1991 Stock Option Plan.
10.7 * (1) Hastings Entertainment, Inc. Associates' 401(k) Plan and Trust.
10.8 * (1) Hastings Employee Stock Ownership Plan Trust Agreement.
10.9 * (1) Chief Executive Officer Stock Option, as amended.
10.10 * (1) Corporate Officer Incentive Plan.
10.11 * (1) Management Stock Purchase Plan.
10.12 * (1) Management Incentive Plan.
10.13 * (1) Salary Incentive Plan.
10.14 * (1) Hastings Entertainment, Inc. Stock Option Plan for Outside Directors.
10.15 (1) Lease Agreement, dated August 3, 1994, as amended, between Omni Capital Corporation and the
Company, for office space located at Sunset Center in Amarillo, Texas.
10.16 (1) Lease Agreement, dated August 3, 1994, as amended, between Omni Capital Corporation and the
Company, for warehouse space located at Sunset Center in Amarillo, Texas.
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10.17 (1) Stock Redemption Agreement dated May 3, 1994, as amended, between John H. Marmaduke,
Independent Executor of the Estate of Sam Marmaduke, Deceased, and the Company.
10.18 (1) Lease Agreement, dated May 28, 1992, between the City of Amarillo and the Company for space
located at 1900 W. 7th Avenue in Amarillo, Texas.
10.19 (1) $1,600,000 Promissory Note and Security Agreement in favor of First Interstate Bank of Texas,
NA.
10.20 * (1) Stock Grant Plan for Outside Directors.
10.21 * (1) Form of Employment Agreement by and between the Company and certain of its executives.
10.22 (2) Amended Lease Agreement, dated October 13, 1999, between Omni Capital Corporation and the
Company, for office space located at Sunset Center in Amarillo, Texas.
21.1 (1) Subsidiaries of the Company.
23.1 (2) Consent of KPMG LLP
24.1 (2) Powers of Attorney (included on signature pages)
27.1 (2) Financial Data Schedule for year ended January 31, 2000
27.2 Financial Data Schedule for year ended January 31, 1999
27.3 Financial Data Schedule for year ended January 31, 1998
</TABLE>
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(1) Incorporated by reference from the Company's
Registration Statement on Form S-1 (File No.
333-47969) and with a corresponding exhibit number
herein. The financial statements set forth under Item
8 of this report on Form 10-K are incorporated herein
by reference.
(2) Previously filed with the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 2000.
(b) Reports on Form 8-K
(i) No report on Form 8-K was filed by the registrant during the
last quarter of the fiscal year for which this Report on form
10-K is filed.
(ii) Hastings Entertainment, Inc. filed a Current Report on Form
8-K on March 8, 2000 regarding the requirement for accounting
restatements for the first three quarters of fiscal 1999 and
the prior four fiscal years.
Financial Statement Schedule II -
HASTINGS ENTERTAINMENT, INC.
Valuation and Qualifying Accounts and Reserves
Years Ended January 31, 2000, 1999 and 1998
(Amounts in thousands)
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<CAPTION>
FISCAL YEAR
------------------------------------------------
Description 1999 1998 1997
----------- ---------- ---------- ----------
As restated As restated
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Reserves deducted from assets:
Allowance for inventory shrinkage and obsolescence:
Balance at the beginning of period $ 2,146 $ 2,755 $ 3,061
Additions charged to costs and expenses 3,894 4,820 4,731
Deductions for write-offs (3,496) (5,429) (5,037)
---------- ---------- ----------
Balance at end of period $ 2,544 $ 2,146 $ 2,755
========== ========== ==========
Reserves added to liabilities:
Allowance for cost of inventory returns:
Balance at the beginning of period $ 11,418 $ 4,040 $ 4,338
Additions charged to costs and expenses 4,961 12,633 19,856
Deductions for write-offs (6,916) (5,255) (20,154)
---------- ---------- ----------
Balance at end of period $ 9,463 $ 11,418 $ 4,040
========== ========== ==========
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual
Report on Form 10-K/A to be signed on its behalf by the undersigned, on behalf
of the registrant, thereunto duly authorized:
HASTINGS ENTERTAINMENT, INC.
DATE: June 19, 2000 By: /s/ JOHN H. MARMADUKE
-------------------------------------
John H. Marmaduke
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JOHN H. MARMADUKE Chairman of the Board, President and Chief Executive Officer June 19, 2000
--------------------------------- (Principal Executive Officer)
John H. Marmaduke
/s/ GAINES L. GODFREY Senior Vice President, Chief Financial Officer and Director June 19, 2000
--------------------------------- (Principal Financial and Accounting Officer)
Gaines L. Godfrey
* Director June 19, 2000
---------------------------------
Leonard L. Berry
* Director June 19, 2000
---------------------------------
Peter A. Dallas
* Director June 19, 2000
---------------------------------
Craig R. Lentzsch
* Director June 19, 2000
---------------------------------
Stephen S. Marmaduke
* Director June 19, 2000
---------------------------------
Jeffrey G. Shrader
* Director June 19, 2000
---------------------------------
Ron G. Stegall
*/s/ JOHN H. MARMADUKE
---------------------------------
John H. Marmaduke,
Attorney-in-Fact
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C> <C>
3.1 (1) Third Restated Articles of Incorporation of the Company.
3.2 (1) Amended and Restated Bylaws of the Company.
4.1 (1) Specimen of Certificate of Common Stock of the Company.
4.2 (1) Third Restated Articles of Incorporation of the Company (see 3.1 above).
4.3 (1) Amended and Restated Bylaws of the Company (see 3.2 above).
10.1 (1) Form of Indemnification Agreement by and between the Company and its
directors and executive officers.
10.2 (1) Note Purchase Agreement regarding $25,000,000 7.75% Senior Notes Due June 13, 2003
10.3 (1) Credit Agreement among Hastings Entertainment, Inc. and NationsBank as of December 16, 1998
10.4 (1) Hastings Amended 1996 Incentive Stock Plan.
10.5 * (1) Hastings 1994 Stock Option Plan.
10.6 * (1) Hastings 1991 Stock Option Plan.
10.7 * (1) Hastings Entertainment, Inc. Associates' 401(k) Plan and Trust.
10.8 * (1) Hastings Employee Stock Ownership Plan Trust Agreement.
10.9 * (1) Chief Executive Officer Stock Option, as amended.
10.10 * (1) Corporate Officer Incentive Plan.
10.11 * (1) Management Stock Purchase Plan.
10.12 * (1) Management Incentive Plan.
10.13 * (1) Salary Incentive Plan.
10.14 * (1) Hastings Entertainment, Inc. Stock Option Plan for Outside Directors.
10.15 (1) Lease Agreement, dated August 3, 1994, as amended, between Omni Capital Corporation and the
Company, for office space located at Sunset Center in Amarillo, Texas.
10.16 (1) Lease Agreement, dated August 3, 1994, as amended, between Omni Capital Corporation and the
Company, for warehouse space located at Sunset Center in Amarillo, Texas.
</TABLE>
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10.17 (1) Stock Redemption Agreement dated May 3, 1994, as amended, between John H. Marmaduke,
Independent Executor of the Estate of Sam Marmaduke, Deceased, and the Company.
10.18 (1) Lease Agreement, dated May 28, 1992, between the City of Amarillo and the Company for space
located at 1900 W. 7th Avenue in Amarillo, Texas.
10.19 (1) $1,600,000 Promissory Note and Security Agreement in favor of First Interstate Bank of Texas,
NA.
10.20 * (1) Stock Grant Plan for Outside Directors.
10.21 * (1) Form of Employment Agreement by and between the Company and certain of its executives.
10.22 (2) Amended Lease Agreement, dated October 13, 1999, between Omni Capital Corporation and the
Company, for office space located at Sunset Center in Amarillo, Texas.
21.1 (1) Subsidiaries of the Company.
23.1 (2) Consent of KPMG LLP
24.1 (2) Powers of Attorney (included on signature pages)
27.1 (2) Financial Data Schedule for year ended January 31, 2000
27.2 Financial Data Schedule for year ended January 31, 1999
27.3 Financial Data Schedule for year ended January 31, 1998
</TABLE>
--------------------
(1) Incorporated by reference from the Company's
Registration Statement on Form S-1 (File No.
333-47969) and with a corresponding exhibit number
herein. The financial statements set forth under Item
8 of this report on Form 10-K are incorporated herein
by reference.
(2) Previously filed with the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 2000.
