UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 2, 2005
HASTINGS ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation or organization)
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| 000-24381 | | 75-1386375 |
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| (Commission File Number) | | (I.R.S. Employer Identification Number) |
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| 3601 Plains Blvd, Amarillo, Texas | | 79102 |
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| (Address of principal executive offices) | | (Zip Code) |
(806) 351-2300
(Registrant’s telephone number, including area code)
NONE
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
HASTINGS ENTERTAINMENT, INC.
This Current Report on Form 8-K/A is being filed to amend Item 4.02 in its entirety of the Form 8-K filed by Hastings Entertainment, Inc. on December 8, 2005.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In connection with the review of our fiscal 2004 Annual Report on Form 10-K and our first quarter 2005 Quarterly Report on Form 10-Q, the Staff of the Securities and Exchange Commission (the “Staff”) issued a comment letter. Among other things, the Staff commented on our treatment of purchases of rental videos as an investing activity in our Statement of Cash Flows.
Historically, we have classified purchases of rental videos as an investing cash outflow in our Statement of Cash Flows, consistent with industry practice. To provide transparency, we have disclosed the amount of rental videos transferred to merchandise inventory (based on the lower of cost or market) at the time of sale in the Notes to the Consolidated Financial Statements. Also, we have reported in Management’s Discussion and Analysis a reconciliation to GAAP of the non-GAAP financial measures EBITDA (a widely used indicator of a company’s ability to service debt) and Adjusted EBITDA (an indicator of a company’s ability to service debt following the procurement of rental videos). These reconciliations set out the GAAP amounts of rental video purchases and rental video depreciation for each period.
While the historical presentation and related disclosures were consistent with industry practice and believed to be adequate, our reevaluation has concluded that the presentation of the Statement of Cash Flows was not in accordance with SFAS 95, Statement of Cash Flows. Consequently, we will restate our Statements of Cash Flows for the three years ended January 31, 2005 and our Balance Sheets for the two years ended January 31, 2005 included in our fiscal 2004 Annual Report on Form 10-K and the Statements of Cash Flows and Balance Sheets included in our Quarterly Reports on Form 10-Q for the first and second quarters of fiscal 2005. This restatement will have no effect on Net Income or Shareholders’ equity for any period restated.
On December 2, 2005, based on the recommendations of Management and the Audit Committee, the Board of Directors approved the aforementioned restatement. Based solely on the restatement, the Board concluded that the previously issued financial statements for those periods should no longer be relied upon. The matters disclosed in this report have been discussed with Ernst & Young, LLP, our independent auditor. We anticipate that amendments to our reports containing restated financial statements will be filed with the SEC by January 16, 2006.
HASTINGS ENTERTAINMENT, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: January 13, 2006 | | Hastings Entertainment, Inc.
(Registrant) |
| | | | | | | |
| | | | | By: | | /s/ Dan Crow |
| | | | | | | |
| | | | | Dan Crow |
| | | | | Vice President,
|
| | | | | Chief Financial Officer
|
| | | | | (Principal Financial and Accounting Officer) |
