<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 MARCH 27, 1999
OR
- --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 0-22074
NATIONAL RECORD MART, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2782687
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
507 FOREST AVENUE, CARNEGIE, PENNSYLVANIA 15106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 276-6200
Securities registered pursuant to Section 12 (b) of the Act: none
Securities registered pursuant to Section 12 (g) of the Act:
COMMON STOCK, $0.01 PAR VALUE.
(Title of Class)
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained herein, to
the best of the 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, based upon the closing sale price of the Common Stock on June 23,
1999 as reported on the NASDAQ National Market System, was approximately
$24,606,889. Shares of Common Stock held by each officer and director and by
each person who owns more than 5% of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. The determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
As of June 25, 1999, Registrant had outstanding 5,047,567 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held September 23, 1999 (the "Proxy Statement") are
incorporated by reference into Part III.
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Item 8. Financial Statements and Supplementary Data.
The consolidated statements of cash flows for the years ended March 27, 1999,
March 28, 1998 and March 29, 1997 for National Record Mart, Inc. and Subsidiary
included in National Record Mart's Form 10-K for the year ended March 27, 1999
contained two typographical errors. The net cash provided by operating
activities for the year ended March 27, 1999 was inadvertently stated as
($1,134,452); the correct amount was $1,134,452 and net cash used in investing
activities was inadvertently stated as (14,902,689); the correct amount was
(14,902,684). The attached consolidated statements of cash flows correct these
errors.
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NATIONAL RECORD MART, INC. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended March 27, 1999, March 28, 1998 and March 29, 1997
<TABLE>
<CAPTION>
Years Ended
-------------------------------------------------------------
March 27, March 28, March 29,
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (1,691,341) $ 892,648 $ (1,100,671)
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating activities:
Depreciation and amortization 3,540,141 2,801,248 2,725,030
Accretion of notes payable for value assigned
for warrants 445,464 -- --
Loss from sale of property and equipment 144,101 185,475 116,269
Deferred income taxes (816,319) 185,000 546,000
Other 31,085 -- (221,900)
Changes in operating assets and liabilities:
Merchandise inventory (4,862,139) 466,564 (2,157,839)
Other assets (636,789) (721,147) (363,945)
Refundable income taxes (166,338) 1,459,617 --
Accounts payable 3,210,195 (2,207,512) 1,139,728
Deferred income 312,822 214,201 226,152
Other liabilities and accrued expenses 1,805,352 351,269 (60,042)
Income taxes payable (181,782) 181,782 --
------------- ------------- -------------
Net cash provided by operating activities 1,134,452 3,809,145 848,782
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (10,300,704) (2,508,714) (2,942,008)
Asset purchases (see Note 8) (4,507,275) -- --
Amounts (loaned to) received from stockholders (94,705) (28,819) 17,346
Other long-term investments -- 235,447 172,669
------------- ------------- -------------
Net cash used in investing activities (14,902,684) (2,302,086) (2,751,993)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on debt (164,655,790) (130,704,676) (115,442,498)
Borrowings on revolving line of credit 180,122,821 128,747,032 117,620,261
Purchases of Treasury Stock (1,229,881) -- --
------------- ------------- -------------
Net cash provided by (used in) financing activities 14,237,150 (1,957,644) 2,177,763
------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents 468,918 (450,585) 274,552
Cash and cash equivalents, beginning of year 384,304 834,889 560,337
------------- ------------- -------------
Cash and cash equivalents, end of year $ 853,222 $ 384,304 $ 834,889
============= ============= =============
</TABLE>
See accompanying notes to consolidated financial statements
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
NATIONAL RECORD MART, INC.
BY: /s/ William A. Teitelbaum
--------------------------------
William A. Teitelbaum
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
Chairman of the Board, President
/s/ William A. Teitelbaum Chief Executive Officer and Director July 8, 1999
- ---------------------------
William A. Teitelbaum
Senior Vice President
Chief Financial Officer,
Chief Accounting Officer,
/s/ Theresa Carlise Treasurer, Secretary and Director July 8, 1999
- ---------------------------
Theresa Carlise
/s/ Samuel S. Zacharias Director July 8, 1999
- ---------------------------
Samuel S. Zacharias
/s/ Irwin B. Goldstein Director July 8, 1999
- ---------------------------
Irwin B. Goldstein
</TABLE>
