Hastings Entertainment (HAST) 10-K 2013 FY Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended January 31, 2014

OR

¨ 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)

Registrant’s telephone number, including area code: (806) 351-2300

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Name of each exchange on which registered
Common Stock, $0.01 par value per share		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No   x

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 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.  x

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

As of July 31, 2013, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $16.9 million based on the closing sale price as reported on the NASDAQ Stock Market, LLC.

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

	Class		Outstanding at March 31, 2014
Common Stock, $0.01 par value per share		8,143,317 shares

DOCUMENTS INCORPORATED BY REFERENCE

	Document		Parts Into Which Incorporated
Proxy Statement for the Annual Meeting of Shareholders of the registrant (Proxy Statement)		Part III

HASTINGS ENTERTAINMENT, INC.

Form 10-K Annual Report

For the Fiscal Year Ended January 31, 2014

	INDEX
		PAGE
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	15
Item 2.	Properties	16
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 8.	Financial Statements and Supplementary Data	34
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	57
Item 9A.	Controls and Procedures	57
Item 9B.	Other Information	57
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	58
Item 11.	Executive Compensation	58
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	58
Item 13.	Certain Relationships and Related Transactions, and Director Independence	58
Item 14.	Principal Accountant Fees and Services	58
PART IV
Item 15.	Exhibits and Financial Statement Schedules	59
SIGNATURES		65
CERTIFICATIONS

PART I

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, statements expressing general optimism about future operating results and statements regarding the proposed merger of Hastings that is described herein 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; the reduction or elimination of the in-store window for rental video; our ability to respond to changing consumer preferences, including with respect to new technologies and 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; 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.

ITEM  1. BUSINESS.

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, hobby, sports and recreation, lifestyle 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 March 31, 2014, we operated 126 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. Sun Adventure Sports sells a wide range of bicycles and related accessories, skateboards, and various other athletic equipment, apparel, and shoes, and offers bicycle repair services and cycling classes. TRADESMART, born from the culture of recycling, features over 450,000 predominantly used and new books, CDs, DVDs, Blu-rays, video games and video game systems, as well as consumer electronics, trends, skateboards and paintball merchandise, and much more available for purchase. TRADESMART also buys back for cash or store credit entertainment products that customers have previously enjoyed.

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, comics, sports & recreation and electronics. We fill orders for new and used products placed at the website and also through Amazon and eBay Marketplaces using our proprietary goShip program, which allows us to ship directly from stores or the distribution center. We have one

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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 ended January 31, 2014 is referred to as fiscal 2013.

Merger Agreement

On March 17, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Draw Another Circle, LLC, a Delaware limited liability company (“Parent”), and Hendrix Acquisition Corp., a Texas corporation and a wholly owned subsidiary of Parent (“Merger Sub”), each of which are wholly-owned, directly or indirectly, by Mr. Joel Weinshanker. Pursuant to the Merger Agreement, subject to satisfaction or waiver of certain conditions, as described below, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing its existence under Texas law as the surviving entity in the Merger. Upon the completion of the Merger, the Company will be a wholly owned subsidiary of Parent.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company issued and outstanding as of immediately prior to the Effective Time (excluding any shares of common stock held by Parent or its affiliates (including Merger Sub and National Entertainment Collectibles Association, Inc. (“NECA”)), any shares of common stock held by the Company in treasury or by any direct or indirect wholly owned subsidiary of the Company) will be automatically cancelled and converted into the right to receive $3.00 per share in cash, without interest (the “Merger Consideration”).

Additionally, at the Effective Time, each option to purchase shares of our common stock (each, a “Company Option”) that is outstanding immediately prior to the Effective Time will be cancelled and terminated and, to the extent any such Company Option is vested immediately prior to the Effective Time and held by a person other than Messrs. John Marmaduke, Dan Crow, Alan Van Ongevalle or Philip McConnell, will be converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of common stock then subject to such Company Option. “Option Consideration” means, with respect to any share of the Company’s common stock issuable under each Company Option, an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable in respect of such share of Company common stock issuable under the Company Option.

The Merger Agreement contains customary representations and warranties of the Company and Parent. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements limiting the Company’s ability to engage in certain types of transactions, repurchase shares of its common stock, or declare any dividends, in each case, during the period between the date of the signing of the Merger Agreement and the closing date of the Merger.

The Merger Agreement also contains certain termination rights for both the Company and Parent. Upon termination of the Merger Agreement, under certain circumstances, the Company may be required to pay Parent a termination fee equal to $850,000 or, subject to certain limitations, the amount of the documented out-of-pocket fees and expenses incurred by Parent, Merger Sub and their respective affiliates in connection with the transactions contemplated by the Merger Agreement.

The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) approval of the Merger Agreement by holders of at least two-thirds of the outstanding shares of our common stock, (ii) there being no law or injunction prohibiting the consummation of the Merger, (iii) subject to specified materiality standards, the accuracy of the representations and warranties of the Company, Parent and Merger Sub, (iv) compliance by the Company, Parent and Merger Sub in all material respects with their respective covenants, (v) absence of any changes or events that have had or would reasonably be expected to have a material adverse effect on the Company, (vi) there being no litigation that shall have been instituted or threatened by a governmental authority seeking to challenge, restrain or prohibit the Merger or the Parent’s ownership of the Company or operation of the Company’s business following the Effective Time, and (vii) receipt of a consent and waiver from Bank of America, N.A. with respect to the Company’s loan facility.

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IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in connection with the Merger. The Proxy Statement will contain important information about Parent, Merger Sub, Mr. Weinshanker, the Company, the transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE.

Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company through the web site maintained by the SEC at www.sec.gov or by phone, email or written request by contacting Hastings at the following:

Address: 3601 Plains Boulevard, Amarillo, Texas 79102
Phone: (806) 677-1402
Email: dan.crow@goHastings.com

PARTICIPANTS IN THE SOLICITATION

The Company and its directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with the proposed merger, and their direct or indirect interests, by security holdings or otherwise, which may be different from those of the Company’s shareholders generally, will be set forth in the Proxy Statement and the other relevant documents to be filed with the SEC. You can find information about certain of the Company’s executive officers and its directors in this Annual Report on Form 10-K for the fiscal year ended January 31, 2013.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a form of which is attached hereto as Exhibit 2.1 (by reference to Exhibit 2.1 of our current report on Form 8-K filed with the SEC on March 18, 2014) and is incorporated herein by reference.

Business Strategy

Our goal is to continue to enhance our position as a leading multimedia entertainment and lifestyle retailer primarily in medium-sized communities by expanding and remodeling existing stores and opening new stores in selected markets, along with adapting our product lines to meet the changing needs of our customers and offering our products through the Internet. Each element of our business strategy is designed to build consumer awareness of the Hastings concept and achieve high levels of customer loyalty and repeat business. We believe the key elements of this strategy are the following:

Superior Multimedia Concept. Our stores present a wide variety of product categories with individual products tailored to local preferences in a dynamic and comfortable atmosphere with exceptional service. Our diverse product categories allow us to more effectively merchandise for our customers’ constant desire for entertainment, regardless of which formats are most popular at any given time. Our stores average approximately 21,000 square feet of sales space. Our stores offer customers an extensive product assortment customized for a specific site.

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The following table shows our revenue mix as a percentage of total revenues (excluding gift card breakage), for both used and new products, for the last three fiscal years:

	Fiscal Year
Product Category	2013			2012			2011
Movies		23	%		22	%		22	%
Books		20	%		22	%		22	%
Rental		12	%		13	%		14	%
Trends		11	%		9	%		8	%
Music		10	%		11	%		12	%
Video Games		10	%		10	%		12	%
Electronics		6	%		5	%		3	%
Consumables and Hardback Café		5	%		5	%		5	%
Other		3	%		3	%		2	%

All stores carry a core product assortment for each product category. This assortment is supplemented with tailored components to accommodate the particular demographic profile and demand of the local market in which the store operates through the utilization of our proprietary purchasing and inventory management systems. We believe that our multimedia and lifestyle format reduces our reliance on and exposure to any particular entertainment or lifestyle segment and enables us to efficiently add exciting new entertainment categories to our existing product lines.

Medium-Sized Market Focus. We target medium-sized markets with populations generally less than 250,000 where our extensive new and used product selection, low pricing strategy, ability to trade-in, efficient operations and superior customer service enable us to become the market’s destination lifestyle and entertainment store. We believe that the medium-sized markets where we operate the majority of our stores present an opportunity to profitably operate and expand our unique lifestyle and entertainment store format. We base our merchandising strategy on an in-depth understanding of our customers and our individual markets. We strive to optimize each store’s merchandise selection by using our proprietary information systems to analyze the sales history, anticipated demand and demographics of each store’s market. In addition, we utilize flexible layouts that enable each store to present our products according to local interests and to customize the layout in response to new customer preferences and product lines.

Customer-Oriented Format. We design our stores to provide an easy-to-shop, open store atmosphere by offering major product categories in a “store-within-a-store” format. Most of our stores position product with customer affinities together in three departments (e.g., books, music/video games/lifestyle/trends and video/rental) that are designed to allow customers to view the entire store. Due to the success of our store resets in fiscal 2012, to reduce the footprint of Rental Movies and Music and increase the footprint of new and expanded product lines in categories such as Trends and Consumer Electronics, we reset an additional thirty-six stores in fiscal 2013. We plan to continue expanding on this strategy during fiscal 2014.

To encourage browsing and the perception of Hastings as a community gathering place, we have continued to invest in our Hardback Coffee Cafés. At March 31, 2014, we had sixty-one Hardback Coffee Cafés serving gourmet coffee and pastries, thirty-five of which allow the customer to place drive-thru orders. All Hardback Coffee Cafés currently offer Wi-Fi accessibility to customers. Stores without Hardback Coffee Cafés have incorporated other amenities, such as comfortable chairs for reading, soft drinks and snacks, children’s reading areas and in-store promotional events.

Low Pricing. Our pricing strategy is to offer value to our customers by maintaining low prices that are competitive with or lower than the prices charged by other retailers in the market. We determine our prices on a market-by-market basis, depending on the level of competition and other market-specific considerations. We believe that our low pricing structure results in part from (i) our ability to purchase a majority of our products directly from publishers, studios and manufacturers as opposed to purchasing from distributors, (ii) our proprietary information systems, to which we continually make improvements that enable management to make more precise and targeted purchases and pricing decisions for each store, and (iii) our consistent focus on maintaining low occupancy and operating costs.

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Used and Budget-Priced Products. Since 1992, we have bought or traded for customers’ CDs to sell as used product in order to leverage the value of our CD offering. During 2001, we added DVDs and video games and in 2004 we added books to our used product offerings. Additionally, we purchase used product directly from outside vendors, although the majority of our purchases come straight from customers selling back product. In addition to used products, we offer budget-priced products in all of our major product categories in order to promote value to a broad base of budget conscious consumers. By offering used and budget products, we allow the customer to choose between a new or a less expensive used copy of the same title. During fiscal 2013, 2012, and 2011, we generated approximately 13.8%, 14.6% and 15.7%, respectively, of our total revenues (excluding breakage revenue) from used and budget-priced products. We believe customer loyalty and additional visits are created by customers trading in unwanted entertainment media for cash or credit.

Internet. During July 2009, we introduced our new and improved Internet e-commerce web site, www.goHastings.com, which includes updated branding, expanded product availability, improved searching and browsing capabilities and increased interactivity for users. The site enables customers to access over 900,000 unique new and used lifestyle and entertainment products and unique contemporary gifts and offers customers exceptional merchandise pricing. The site also offers the option to set up a wish-list that a customer can share with family and friends for better gift giving and the ability to check gift card balances. Customers can watch trailers for movies and video games, sample music titles, digitally download music selections and even reserve a copy of an upcoming release online to be picked up in the store or shipped to them upon release. The site allows customers to look up specific store information, store hours and unique store events, and to check online to see if an item is in stock at their local store. The site also features an Investor Relations section with links to press releases and filings with the SEC, including officer certifications of financial information listed as exhibits to such filings and our board committee charters, code of conduct and biographies for board members and executive officers.

During 2011, we launched a new homepage and mobile version for www.goHastings.com and added electronic books (“eBooks”) to our product selection. Features of the new homepage included updated headers and footers which improve overall usability, added department menus for eBooks and MP3s, and a more prominent placement of the search box, email sign-up link, store locater and link to view the weekly newspaper ads. These updates not only improve the customer experience, but they also provide us with better promotional opportunities and the customers with a better overall picture of what Hastings has to offer. The mobile version of our website makes it easy for customers to quickly find an item or browse major categories and promotional offers for all departments from their mobile device. The mobile site includes a prominent search box, store locator and overall department menu, along with an accordion style menu outlining each department’s best categories and promotional offers.

We prominently display the website in our weekly advertisements and in-store to drive direct visits to www.goHastings.com. In order to widen our reach to customers that may not live near a Hastings store, we use various channels to market our website. Affiliate marketing, which includes using partner websites to advertise our promotions, is a strong channel. When a customer clicks on our link from an affiliate website they are sent to www.goHastings.com where they can purchase our product. For fiscal 2013, we had approximately 1,400,000 customers click on an affiliate link and 5.0% of those visits resulted in a sale. Total sales through affiliate marketing were approximately $2.3 million for fiscal 2013. Through another channel, we send emails notifying customers of promotions and special offers. We have also begun user segmentation by sending emails to customers about the departments they are interested in. We also take part in Social Media, a growing marketing channel. Social Media is the new “word of mouth” marketing that influences the buying decisions of customers. We have integrated www.goHastings.com with Facebook allowing customers to comment on individual items which will then show on the product page, as well as the customer’s Facebook news feed. Facebook and Twitter are two primary Social Media channels that we utilize. Our Facebook page, which currently has over 384,000 fans, allows us to let fans know about current events at their local stores and current sales or promotions. It also gives us a forum to communicate with fans who post questions or comments about their Hastings experiences. Through Twitter, we “tweet” our latest sales, promotions, and events. Other marketing channels we employ include comparison shopping engines, display advertisement (on various online websites), pay-per-click, referrals, and search engine optimization. Through each marketing channel, we work to convert “clicks” into sales and reach customers nationwide.

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Expansion Strategy

We do not plan to open, relocate or remodel, other than reset and remerchandise, any stores during fiscal 2014. We plan to close two or three stores during fiscal 2014, one of which has been closed before the filing of this Annual Report on Form 10-K. Beyond fiscal 2014, we have identified potential locations for future stores in under-served, medium-sized markets that meet our new-market criteria. Management intends to continue its practice of reviewing the profitability trends and prospects of existing stores and closing or relocating under-performing stores. We believe that with our current information systems and distribution capabilities, our infrastructure can support our anticipated rate of expansion and growth for at least the next several years.

Merchandising Strategy

Our combination of books, periodicals, movies, video games, lifestyles, trends, music, electronics and consumables is unique in the marketplace. These core categories, supplemented by our video and video game rental business and the ability of our customers to buy, sell and trade used products, create a store environment that appeals to a broad customer base, and positions our stores as destination lifestyle and entertainment stores in our targeted medium-sized markets.

The specific merchandise mix within our core product categories is continually refined to reflect changing trends and new technologies. Product assortments are tailored to match the local demographic profiles and customers’ needs. This store level profiling is accomplished through our proprietary purchasing, inventory management, selection, and database management systems.

Information Technologies

Our information system is based on technology that allows for communication and exchange of current information among all locations, corporate and retail, via a wide-area network. The primary components of the information system are as follows:

New Release Allocation. Our buyers use our proprietary new release allocation system to purchase new release products for our stores and have the ability within the system to utilize multiple methods of forecasting demand. By using store-specific sales history, factoring in specific market traits, applying sales curves for similar titles or groups of products and minimizing subjectivity and human emotion in a transaction, the system customizes purchases for each individual store to satisfy customer demand. The process provides the flexibility to allow us to anticipate customer needs, including tracking missed sales and factoring in regional influences. We believe that our new release allocation system enables us to increase revenues by having the optimum levels and selection of products available in each store at the appropriate time to satisfy customers’ entertainment needs.

Rental Asset Purchasing System. Our proprietary rental asset purchasing system uses store-specific performance on individual rental titles to anticipate customer demand for new release rental titles. The system analyzes the performance of a similar title and factors in the effect of such influences as seasonal trends, box office draw and prominence of the movie’s cast to customize an optimal inventory level for each individual store. The system also allows for the customized purchasing of other catalog rental assets on an individual store basis, additional copy depth requirements under revenue-sharing agreements and timely sell-off of previously viewed rentals. We believe that our rental asset purchasing system allows us to efficiently plan and stock each store’s rental asset inventory, thereby improving performance and reducing exposure from excess inventory.

Business Intelligence. We use MicroStrategy as our Enterprise Business Intelligence reporting tool. MicroStrategy allows us to produce interactive dashboards and reports for greater analytical insights to make informed data-driven decisions. We are able to set thresholds and alerts to call out exceptions for immediate business decisions. The system allows for users to customize or create ad-hoc reports, as well as drill to item level detail. We are able to analyze customer trends, Internet Marketplace performance, measure Company Key Performance Indicators (KPI), Sales by Department, Top items current year/prior year, Top Stores/Bottom Stores and Districts, Market Basket analysis, Trending eight-week average, Detail Sales Reports, Margin, Gift Cards, Used Inventory, Top Titles, as well as hourly sales.

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Store Replenishment. Store replenishment covers four main areas for controlling a store’s inventory.

Selection Management. Selection Management constantly analyzes store-specific sales, traits and seasonal trends to determine title selection and inventory levels for each individual store. By forecasting annual sales of products, the system enables us to promptly identify overstocked or under-stocked items, prompt required store actions and maintain optimal inventory levels. The system tailors each individual store’s inventory to the market. There are over 841,000 stock keeping units in our inventory.

Model Stock Calculation/Ordering. Model stock calculation uses store-specific sales, seasonal trends and sophisticated-sales curve fitting to forecast orders. It also accounts for lead times from a vendor or our distribution center and tracks historical missed sales to adjust orders to adequately fulfill sales potential. Orders are currently calculated on a weekly basis and transmitted by all stores to the corporate office to establish a source vendor for the product.

Inventory Management. Inventory management systems interface with other store systems and accommodate electronic receiving and returns to maintain perpetual inventory information. Cycle counting procedures allow us to perform all physical inventory functions, including the counting of a portion of each store’s inventory on a weekly basis, resulting in the equivalent of full wall-to-wall inventory counts over the course of the year. The system provides reports to assist in researching any variances. We utilize Advanced Ship Notifications from our vendors to efficiently and accurately receive inventory.

Used Inventory Management. Our proprietary used inventory management system allows stores to buy back selected products from our customers as well as from wholesale vendors. It utilizes many parameters to determine the product’s demand, selling price and cash or in-store credit amounts. The cash offer or in-store credit amount is determined at the Store Support Center, and the system’s many parameters tell an associate whether or not to buy back specific titles. The system checks the titles and units needed at the local store as well as other stores to decide if a title should be repurchased. The system also shifts inventory from overstocked stores to understocked stores via our returns center or via store-to-store transfers.

Store Systems. Each store has a dedicated server within the store for processing information, which is connected through a wide area network. This connectivity provides consolidation of individual transactions and allows store management and Store Support associates easy access to the information needed to make informed decisions. Transactions at the store are summarized and used to assist in staff scheduling, loss prevention and inventory control. Our proprietary Point Of Sale system allows the scanning of merchandise and rental products as well as customer membership cards, facilitating maximum customer efficiency at checkout. Our proprietary data transfer system copies data between the stores and the Store Support Center, including, among other things, sales and inventory transactions.

Warehouse Management. Our warehouse management system provides for increased product picking and shipping efficiencies, faster product introduction and movement from dock to store shipment. The increased level of detail reporting in our system allows us to refine product movement within the warehouse, effectively manage the cost per unit of transactions, and increase on-hand accuracy. It has simplified data sharing across the enterprise, and includes event management, analysis and reporting capabilities.

Data Center. Our data facility includes redundant power, climate control and communications as well as a backup generator. The physical building has been reinforced and is anticipated to withstand most natural disasters.

goShip. We fill Internet orders for new and used product placed at www.goHastings.com, Amazon Marketplace and eBay through our proprietary goShip program, which allows us to ship product to customers directly from our store or our distribution center inventories. The goShip system allows us to list inventory on www.goHastings.com, Amazon Marketplace and eBay. When orders are placed, they are sourced to the stores or distribution center and generally shipped to the customer within 72 hours. This has allowed us to leverage our store inventory to a wider group of customers, which increases store revenue and enhances the performance of the product inventory. As of March 31, 2014, we had 127 stores participating in goShip.

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Distribution and Vendors

Our distribution center is located in a 198,000 square foot facility adjacent to our corporate headquarters in Amarillo, Texas. This central location and the local labor pool enable us to realize relatively low transportation and labor costs. The distribution center is utilized primarily for receiving, storing and distributing approximately 39,000 products offered in substantially every store. The primary purpose of the distribution center is to warehouse large deal purchases, including forward buys, closeouts and other bulk purchases. In addition, the distribution facility is used to carry high velocity products purchased from vendors that have long lead times to ensure adequate in-stock positions. The distribution facility is also used to receive, process and ship items that are to be returned to manufacturers and distributors, and to rebalance merchandise inventories among our stores. This facility currently provides inventory to all Hastings stores and is designed to support potential future growth. We ship products weekly to each Hastings store, facilitating quick and responsive inventory replenishment. We send additional shipments to various stores one to two times per week for new release or hot selling products that need replenishment in between weekly shipments. Approximately 36% of our total product, based on store receipts, is distributed through the distribution center. Approximately 64% of our total product is shipped directly from vendors to the stores.

Our information systems and corporate infrastructure facilitate our ability to purchase products directly from manufacturers, which contributes to our low-pricing structure. In fiscal 2013, we purchased the majority of our products directly from manufacturers, rather than through distributors. Our top three vendors accounted for approximately 21% of total products purchased during fiscal 2013. While selections from a particular artist or author generally are produced by a single studio or publisher, we strive to maintain vendor relationships that can provide alternate sources of supply. Products we purchase are generally returnable to the supplying vendor. Typically, vendors charge a fee for the return of product. In addition to this fee, we incur freight and handling costs to return product to vendors.

Store Operations

Most of our stores employ one store manager, and approximately 40% of our stores employ one manager in training. Store managers and managers in training are responsible for the execution of all operational, merchandising, human resources and marketing strategies for the store in which they work. Stores also generally have department managers, who are individually responsible for their respective departments: books, lifestyles, video, customer service, café, and inventory control. Most Hastings stores are generally open Sunday through Thursday from 9:00 a.m. to 10:00 p.m. and Friday and Saturday from 9:00 a.m. to 11:00 p.m. The only day our stores are closed is Christmas.

Competition

Hastings competes, within our trading areas, with all specialty music, book, video and video game retailers, as well as kiosks and mass retailers. Additionally, Hastings competes with video and video game rental stores and both Internet retail and subscription based services operating in our product categories.

Seasonality

Our business is highly seasonal, with significantly higher revenues and operating income realized during the fourth quarter, which includes the holiday selling season. Thus, the quarterly results of operations are not necessarily indicative of annual results.

Trademarks and Servicemarks

We believe our trademarks and service marks, including the marks HASTINGS, HASTINGS BOOK MUSIC VIDEOS, HASTINGS YOUR ENTERTAINMENT SUPERSTORE, SUN ADVENTURE SPORTS, SUN ADVENTURE SPORTS (Design), GOHASTINGS, GOHASTINGS.COM, GOHASTINGS.COM (Design), HARD BACK COFFEE CAFÉ, HARDBACK CAFÉ, HARDBACK CAFÉ (Design), HASTINGS DISCOVER YOUR ENTERTAINMENT (Design), TRADESMART, TRADESMART (Design), READMOR, and READMOR (DESIGN) have significant value and are important to our marketing efforts. We have registered each of the above

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as service marks with the United States Patent and Trademark Office. We are currently claiming common law rights in the marks BUY SELL TRADE RENT, HASTINGS HARD BACK CAFÉ, HASTINGS HARD BACK COFFEE CAFÉ, and HASTINGS YOUR ENTERTAINMENT SUPERSTORE HARD BACK CAFÉ. We maintain a policy of pursuing registration of our principal marks and vigorously opposing any infringement of our marks.

Associates

We refer to our employees as associates because of the critical role they play in the success of each Hastings store and the Company as a whole. As of March 31, 2014, we employed 4,738 associates, of whom 1,567 are full-time and 3,171 are part-time associates. Of this number, 4,338 were employed at retail stores, 205 were employed at our distribution center, 11 were employed at our fixture shop and 184 were employed at our corporate offices. None of our associates is represented by a labor union or subject to a collective bargaining agreement. We believe that our relations with our associates are good.

Executive Officers of the Company

Below is certain information about the executive officers of Hastings.

Name	Age	Position
John H. Marmaduke	66	Chief Executive Officer and Board Chairman
Alan Van Ongevalle	46	President and Chief Operating Officer
Dan Crow	67	Vice President of Finance and Chief Financial Officer
Phil McConnell	51	Vice President, Divisional Merchandise Manager

All executive officers are chosen by the Board of Directors and serve at the Board’s discretion. Information concerning the business experience of our executive officers is as follows:

John H. Marmaduke, age 66, has served as Chief Executive Officer of the Company since July 1976 and as Chairman of the Board since October 1993. Mr. Marmaduke served as President of the Company’s former parent company, Western Merchandisers, Inc. (“Western”), from 1982 through June 1994, including the years 1991 through 1994 when Western was a division of Wal-Mart Stores, Inc. Mr. Marmaduke also serves on the board of directors of the Entertainment Merchants Association. Mr. Marmaduke has been active in the entertainment retailing industry with the Company and its predecessor company for over 40 years.

Alan Van Ongevalle, age 46, has served as President and Chief Operating Officer since February 2013. In his new role, Mr. Van Ongevalle’s added duties include Marketing and Information Technology. Mr. Van Ongevalle has served in various positions with Hastings since 1998, including: from August 2009 to February 2013, Executive Vice President of Merchandising; from February 2007 to August 2009, Senior Vice President of Merchandising; from February 2003 to February 2007, Vice President of Information Technology and Distribution; from August 2002 to February 2003, Vice President of Marketing and Distribution; from May 2000 to August 2002, Vice President of Marketing; from August 1999 to May 2000, Senior Director of Marketing; and from September 1998 to August 1999, Director of Advertising. Mr. Van Ongevalle joined Hastings in November 1992 and held various store operation management positions including Store Manager and Director of New Stores for the Southern Kansas area through September 1998.

Dan Crow, age 67, has served as Vice President of Finance and Chief Financial Officer of the Company since October 2000. From July 2000 to October 2000, Mr. Crow served as Vice President of Finance. Mr. Crow is a member of the American Institute of Certified Public Accountants and Financial Executives International.

Phil McConnell, age 51, has served as Vice President and Divisional Merchandise Manager, responsible for Purchasing, Distribution and Inventory Management of the Company, since June 2006. Prior to that, Mr. McConnell most recently served for nine years as Vice President of Merchandising for VMI Services for Alliance Entertainment Corporation (AEC), the largest wholesale distributor of prerecorded music and movies in the nation. Previously, Mr. McConnell served in senior merchandising positions with Best Buy and Circuit City.

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Available Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The public may read and copy any materials we file with the SEC at the SEC’s public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 on official business days during the hours of 10:00 a.m. to 3:00 p.m. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

The address of our Internet web site is www.gohastings.com and, through the links on the Investor Relations portion of our web site, we make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other items filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such material is made available through our web site as soon as reasonably practicable after we electronically file with or furnish the material to the SEC. In addition, links to press releases, the committee charters of the Audit and Compensation Committees of our board and our code of ethics for financial and other executive officers are posted in the Investor Relations section of our web site.

ITEM  1A. RISK FACTORS.

CAUTIONARY STATEMENTS

An investment in the Company involves significant risks and uncertainties. The cautionary statements and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected.

Under the terms of the Merger Agreement, the obligations of the parties to complete the Merger are subject to a number of conditions, many of which are beyond our control.

Under the terms of the Merger Agreement, the obligations of Parent and Merger Sub to complete the Merger are subject to a number of conditions, including, among others. (i) approval of the Merger Agreement by holders of at least two-thirds of the outstanding shares of our common stock, (ii) there being no law or injunction prohibiting the consummation of the Merger, (iii) subject to specified materiality standards, the accuracy of the representations and warranties of the Company contained in the Merger Agreement, (iv) compliance by the Company in all material respects with its covenants contained in the Merger Agreement, (v) absence of any changes or events that have had or would reasonably be expected to have a material adverse effect on the Company, (vi) there being no litigation that shall have been instituted or threatened by a governmental authority seeking to challenge, restrain or prohibit the Merger or the Parent’s ownership of the Company or operation of the Company’s business following the Effective Time, and (vii) receipt of a consent and waiver from Bank of America, N.A. with respect to the Company’s loan facility.  Should any of these conditions not be met, Parent and Merger Sub will not be obligated to complete the Merger.  

While there are other risks to the Company's business related to a transaction such as the Merger, many of these risks are beyond the Company's ability to control or predict.

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Our business is highly seasonal.

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 this 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 or 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.

Our business is dependent on consumer spending patterns.

Revenues generated from the sale and rental of books, music, videos and other products we carry have historically been dependent upon discretionary consumer spending, which may be affected by general economic conditions, energy prices, interest rates, consumer confidence and other factors beyond our control. During fiscal 2008, the economy entered a recession that affected and continues to affect consumer spending. A continued deterioration of U.S. markets could have a material adverse effect on our financial condition and results of operation. A decline in consumer spending on the products we offer could have a material adverse effect on our financial condition and results of operations and our ability to fund our expansion strategy.

Intense competition from traditional retail sources and the Internet may adversely affect our business.

We operate in a highly competitive industry. For all of our product categories, we compete directly with national store operators, regional chains, specialty retailers and independent single store operators, discount stores, warehouse and mail order clubs and mass merchandisers. In addition, the Internet is a significant channel for retailing for most of the product categories that we offer. In particular, the retailing of books, music and video over the Internet is highly competitive, and increased competition may come as it becomes easier for smaller, individual sellers to list products for sale on the Internet. In addition, we face competition from companies engaged in the business of selling books, music and movies and the renting of movies via electronic means, including the downloading of music content, in-home video delivery and the delivery of books to electronic book readers. An increase in competition in the physical or electronic markets in which we operate has had and may continue to have a material adverse effect on our operations.

Our business could be negatively impacted if the in-store video retailer distribution window is reduced or eliminated.

A competitive advantage that in-store video retailers currently enjoy over most other movie distribution channels, except theatrical release, is the early timing of the in-store video retailer “distribution window.” After the initial theatrical release of a movie, studios generally make their movies available to in-store video retailers (for rental and retail, including mass merchant retailers) for specified periods of time. This distribution window is typically exclusive against most other forms of non-theatrical movie distribution, such as premium television, basic cable and network and syndicated television. The length of this exclusive distribution window for in-store video retailers varies, but has traditionally ranged from 45 to 60 days for domestic video stores. According to industry statistics, more movies are now being released to pay-per-view, video-on-demand or digital downloads at the shorter end of the in-store video retailer distribution window rather than at the longer end. In addition, many of the major movie studios have entered into various ventures to provide video-on-demand or similar services of their own. Recently, certain studios have also instituted a distribution window by which titles are available on pay-per-view and for sale only for an initial twenty-eight days before being available to an in-store video retailer. Increased studio participation in or support of these types of services could impact their decisions with respect to the timing and exclusivity of the in-store video retailer distribution window.

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Our business could be negatively affected if (i) in-store video retailer distribution windows were no longer the first distribution channel following the theatrical release, (ii) the length of the in-store video retailer distribution windows were shortened or (iii) the in-store video retailer distribution windows were no longer as exclusive as they are now because newly released movies would be made available earlier on these other forms of non-theatrical movie distribution. As a result, consumers would no longer need to wait until after the in-store video retailer distribution window to view a newly released movie on these other distribution channels.

We believe that most studios have a significant interest in maintaining a viable in-store video retail industry. However, the order, length and exclusivity of each window for each distribution channel is determined solely by the studio releasing the movie, and we cannot predict future decisions by the studios or the impact, if any, of those decisions. In addition, any consolidation or vertical integration of media companies to include both content providers and digital distributors could pose a risk to the continuation of the distribution window.

Our business is subject to changes in current rental video studio pricing policies.

Recent changes to studio pricing for movies released to in-store video retailers has impacted our video business. Historically, studio pricing was based on whether or not a studio desired to promote a movie for both rental and sale to the consumer, or primarily for rental, from the beginning of the in-store video distribution window. In order to promote a movie title for rental, the title would be released to in-store video retailers at a price that was too high to allow for an affordable sales price by the retailer to the consumer at the beginning of the retail in-store video distribution window. As rental demand subsided, the studio would reduce pricing in order to then allow for reasonably priced sales to consumers. Currently, substantially all DVD titles are released at a price to the in-store video retailer that is low enough to allow for an affordable sales price by the retailer to the consumer from the beginning of the retail in-store video distribution window. This low sell-through pricing policy has led to increasing competition from other retailers, including mass merchants and online retailers, who are able to purchase DVDs for sale to consumers at the same time as traditional in-store video retailers, like Hastings, which purchase DVDs for rental. In addition, some retailers sell movies at lower prices in order to increase overall traffic to their stores or businesses, and mass merchants may be more willing to sell at lower prices, and in some instances, below wholesale. These factors have increased consumer interest in purchasing DVDs, which has reduced the significance of the DVD rental window.

We believe that the increased consumer purchases are due in part to consumer interest in building DVD libraries of classic movies and personal favorites and that the studios will remain dependent on the traditional in-store video retailer to generate revenues for the studios from titles that are not classics or current box office hits. Approximately 60% of most studios’ revenues are derived from their home entertainment divisions. We therefore believe the importance of the video rental industry to the studios will continue to be a factor in studio pricing decisions. However, we cannot control or predict studio pricing policies with certainty, and we cannot assure that consumers will not increasingly desire to purchase rather than rent movies as a result of further decreases in studio sell-through pricing and/or sustained or further depressed pricing by competitors. Additionally, studios entering into exclusive alliances with our competitors could negatively affect our ability to purchase rental titles at competitive prices. Personal DVD libraries could also cause consumers to rent or purchase fewer movies in the future. Our profitability could therefore be negatively affected if, in light of any such consumer behavior, we were unable to (i) grow our rental business, (ii) replace gross profits from generally higher-margin rentals with gross profits from increased sales of generally lower-margin sell-through product or (iii) otherwise positively affect gross profits, such as through price increases or cost reductions. Our ability to achieve one or more of these objectives is subject to risks, including the risk that we may not be able to compete effectively with other DVD retailers, some of whom may have competitive advantages such as the pricing flexibility described above or favorable consumer perceptions regarding value.

Regardless of the wholesale pricing environment, the extent of our profitability is dependent on our ability to enter into and maintain arrangements with the studios that effectively balance copy depth and cost considerations. Each type of arrangement provides different advantages and challenges for us. The ability to negotiate preferred terms under revenue sharing agreements for the procurement of DVD or video game titles is crucial to our operations. Our profitability could be negatively affected if studios were to make other changes in their wholesale pricing policies and revenue-sharing agreements.

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Our business has been and will continue to be negatively impacted by new technology that provides alternate methods of video, music and book delivery.

Advances in technologies such as video-on-demand, rental video kiosks and electronic book readers, or certain changes in consumer behavior driven by these or other technologies and methods of delivery, have had and will continue to have a negative effect on our business. In particular, our business could be impacted if (i) newly released movies were to be made widely available by the studios to these technologies at the same time or before they are made available to in-store video retailers for rental and (ii) these technologies were to be more widely accepted by consumers. In addition, advances in direct broadcast satellite and cable technologies may adversely affect public demand for video store rentals. If direct broadcast satellite and digital cable were to become more widely available and accepted, this could cause a smaller number of movies to be rented if viewers were to favor the expanded number of conventional channels and expanded content, including movies, specialty programming and sporting events, offered through these services. If this were to occur, it could have a negative effect on our video rental business. Direct broadcast satellite providers transmit numerous channels of programs by satellite transmission into subscribers’ homes. Also, cable providers are taking advantage of digital technology to transmit many additional channels of television programs over cable lines to subscribers’ homes.

The continuing popularity of technological advances that allow consumers to download music directly from the Internet could continue to have a negative impact on our music business. Additionally, the emergence of rental video kiosks could continue to have an adverse effect on our movie rental business. Electronic book readers that allow consumers to download books directly to a portable device have had, and could continue to have, a negative impact on our book business.

We rely on certain key personnel.

Management believes that the Company’s continued success will depend, to a significant extent, upon the efforts and abilities of Mr. John H. Marmaduke, Chairman and Chief Executive Officer. The loss of Mr. Marmaduke’s services could have a material adverse effect on our operations. We maintain a “key man” term life insurance policy on Mr. Marmaduke for $10 million. In addition, our success depends, in part, on our ability to retain key management and attract other personnel to satisfy our current and future needs. The inability to retain key management personnel or attract additional qualified personnel could have a material adverse effect on our operations.

Our growth is dependent on our ability to execute our expansion strategy.

Our growth strategy is dependent principally on our ability to execute the restructuring of our business model and operate our stores profitably with the new product offerings. In general, the rate of our expansion depends, among other things, on general economic and business conditions affecting consumer confidence and spending, the availability of qualified management personnel and our ability to manage the operational aspects of our growth and change. It also depends upon the availability of adequate capital, which in turn depends in a large part upon the cash flow generated from operations.

Our future results will depend, among other things, on the success in implementing our expansion strategy. If stores are reset more slowly than expected, comparable and total sales at the reset stores reach targeted levels more slowly than expected (or fail to reach targeted levels) or related overhead costs increase in excess of expected levels, our ability to successfully implement our expansion strategy would be adversely affected.

Changes to information technology systems may disrupt the supply chain.

We use a number of computerized information systems to manage our new release allocations, selection management, merchandise planning, pricing, markdowns and inventory replenishment at each store and at our distribution facility. These major systems collectively support our supply chain. Through continuing processes of review and evaluation, the Company is implementing modifications, enhancements and upgrades to its information technology systems. In some cases these changes include replacing legacy systems with successor systems. There are inherent risks associated with modifying or replacing these core systems, including timely, accurate movement and processing of data, which could possibly result in supply chain disruptions. We believe that the appropriate

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processes, procedures and controls are in place through our software development life cycle, design, testing and staging implementation, and as a result of obtaining appropriate commercial contracts and application documentation with third-party vendors supplying such replacement technologies. There are no assurances that we will successfully modify, integrate or launch these new systems or changes as planned or that they will occur without supply chain or other disruptions or without impacts on inventory valuation. These disruptions or impacts, if not anticipated and appropriately mitigated, could have a negative effect on our financial condition and results of operations.

We could be materially and adversely affected if our distribution center is disrupted.

We ship approximately 36% of our merchandise inventory through our distribution center located in Amarillo, TX. If our distribution center is destroyed or disrupted for any reason, including; weather, fire, labor, or other issues, we could incur significantly higher costs and longer lead times associated with distributing our products to our stores during the time it takes to reopen or replace the center.

We maintain business interruption insurance to protect us from the costs relating to matters such as a shutdown, but our insurance may not be sufficient, or the insurance proceeds may not be timely paid to us, in the event of a shutdown.

The occurrence of severe weather events, catastrophic health events or natural disasters could significantly damage or destroy our retail locations, could prohibit consumers from traveling to our retail locations or could prevent us from resupplying our stores or distribution centers, especially during peak shopping seasons.

Unforeseen events, including public health issues and natural disasters, such as earthquakes, hurricanes, snow storms, floods and heavy rains, could disrupt our operations or the operations of our suppliers, as well as the behavior of our consumers. We believe that we take reasonable precautions to prepare particularly for weather-related events; however, our precautions may not be adequate to deal with such events in the future. If these events occur in the future and impact areas in which we have our distribution centers or a concentration of retail stores, such events could have a material adverse effect on our business, financial condition and results of operations, particularly if they occur during peak shopping seasons.

If the Company’s vendors fail to provide marketing and merchandising support at historical levels, the Company’s results of operations could be adversely affected.

The manufacturers of entertainment products have typically provided retailers with significant marketing and merchandising support for their products. The Company receives cooperative advertising and other allowances from vendors as part of this support. These allowances enable the Company to actively promote and merchandise products it sells at its stores and on its website.  The Company’s results of operations could be negatively impacted if the Company’s vendors fail to provide this support at historic levels.

The Company faces data security risks with respect to personal information.

A fundamental requirement for processing credit/debit cards is the secure storage and transmission of sensitive information. Our use of this information is regulated by various privacy and information security laws that are constantly changing. Compliance with these laws and regulations may result in cost increases due to necessary systems changes and the development of new processes. Although we have developed systems and processes that are designed to protect consumer information and prevent fraudulent credit card transactions and other security breaches on our website and otherwise, failure to prevent or mitigate such fraud or breaches, or to discover such fraud or breaches that may go undetected for an extended period of time, may adversely affect our business or results of operations, damage our reputation or subject us to legal risk.

Our business is dependent upon renewing or entering into new leases on favorable terms.

All of the Company’s stores are located in leased premises. If the cost of leasing existing stores increases, the Company cannot assure that it will be able to maintain its existing store locations as leases expire. In addition, the Company may not be able to enter into new leases on favorable terms or at all, or it may not be able to locate suitable alternative sites or additional sites for new store expansion in a timely manner. The Company’s revenues

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and earnings may decline if the Company fails to maintain existing store locations, enter into new leases, locate alternative sites or find additional sites for new expansion.

Global economic conditions, including recessions or slow economic growth, and continuing credit market disruptions in the United States, could continue to adversely affect our business and financial results.

The Company’s performance is subject to general economic conditions and their impact on levels of discretionary consumer spending. Consumer confidence, recessionary and inflationary trends, consumer credit availability, interest rates, consumers’ disposable income and spending levels, fuel prices, unemployment rates and income tax rates may directly affect our financial results.  Consumer purchases of discretionary items, such as our merchandise, generally decline during recessionary periods and other periods where disposable income is adversely affected. A downturn in the economy affects retailers disproportionately, as consumers may prioritize reductions in discretionary spending, which could have a direct impact on purchases of our merchandise and adversely impact our results of operations. In addition, reduced consumer spending may drive us and our competitors to offer additional products at promotional prices, which would have a negative impact on gross profit.

We may see increased costs or lower revenue arising from health care reform.

In March 2010, Congress passed, and the President signed, the Patient Protection and Affordable Care Act. This act is having a significant impact on health care providers, insurers and others associated with the health care industry. We have evaluated the impact of this comprehensive act on our business and continue to monitor the delays and extensions related to this Act. Federal and state governments may propose other health care initiatives and revisions to the health care and health insurance systems.

ITEM  1B. UNRESOLVED STAFF COMMENTS.

None.

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ITEM 2. PROPERTIES.

As of March 31, 2014, we operated 126 superstores in 19 states located as indicated in the following table:

Name of State	Number of Stores
Alabama	1
Arkansas	8
Arizona	6
Colorado	3
Idaho	10
Indiana	1
Kansas	7
Kentucky	1
Louisiana	1
Missouri	6
Montana	6
Nebraska	4
New Mexico	14
Oklahoma	11
Tennessee	5
Texas	31
Utah	2
Washington	6
Wyoming	3
Total	126

Additionally, we operated two Sun Adventure Sports stores, located in Amarillo, Texas and Lubbock, Texas, and one TRADESMART store, located in Littleton, Colorado.

Currently, we lease sites for all our stores. These sites typically are located in pre-existing, stand-alone buildings or strip shopping centers. Our primary market areas are medium-sized communities with populations generally less than 250,000. We have developed a systematic approach using our site selection criteria to evaluate and identify potential sites for new stores. Key demographic criteria for stores include community population, community and regional retail sales, personal and household disposable income levels, education levels, median age and proximity of colleges or universities. Other site selection factors include current competition in the community, visibility, available parking, ease of access and anchor tenants.

We actively manage our existing stores and from time to time close under-performing stores. We closed ten stores during fiscal 2013 and three stores during fiscal 2012. Additionally, we plan to close two to three stores during fiscal 2014, one of which has been closed before the filing of this Annual Report on Form 10-K, when the leases for these stores expire.

The terms of our store leases vary considerably. We strive to maintain maximum location flexibility by entering into leases with long initial terms and multiple short-term extension options. We have been able to enter into leases with these terms in part because we generally bear a substantial portion of the cost of preparing the space for a store.

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The following table sets forth, as of March 31, 2014, the number of superstores that have current lease terms that will expire during each of the following fiscal years and the associated number of stores for which we have options to extend the lease term:

	Number of Stores		Options
Fiscal Year 2014		12		11
Fiscal Year 2015		20		15
Fiscal Year 2016		11		8
Fiscal Year 2017		18		17
Fiscal Year 2018		19		19
Thereafter		46		42
Total		126		112

In addition to the table set forth above, the Sun Adventure Sports located in Amarillo, Texas has a lease that will expire during fiscal 2020, with options available to extend the lease term. The Sun Adventure Sports located in Lubbock, Texas has a lease that will expire during fiscal 2022 with an option available to extend the lease term. TRADESMART, located in Littleton, Colorado, has a lease that will expire during fiscal 2021 with an option available to extend the lease term.

Historically, we have not experienced any significant difficulty renewing or extending leases on a satisfactory basis.

Our headquarters and distribution center are located in Amarillo, Texas in a leased facility consisting of approximately 45,000 square feet for office space and 198,000 square feet for the distribution center. The leases for this property terminate in September 2014, and we have the option to renew these leases through March 2026.

ITEM  3. LEGAL PROCEEDINGS.

On March 28, 2014, a lawsuit challenging the Merger, captioned CV-00072-J—Andreas Oberegger and David A. Capps, directly and derivatively on behalf of Hastings Entertainment, Inc., v. Danny W. Gurr, Ann S. Lieff, Frank O. Marrs, John H. Marmaduke, Jeffrey G. Shrader, Draw Another Circle, LLC, Hendrix Acquisition Corp., Joel Weinshanker and National Entertainment Collectibles Association, Inc., as defendants, and Hastings Entertainment, Inc., as a nominal defendant, was filed in the United States District Court for the Northern District of Texas, Amarillo Division. The plaintiffs are purported shareholders of the Company and are alleging several claims in connection with the Merger Agreement and the transactions contemplated therein.  Plaintiffs allege, among other things, that the Merger contemplated in the Merger Agreement provides for insufficient consideration to be paid to the Company’s shareholders in exchange for their shares of the Company’s common stock, that the officers and directors of the Company breached their respective fiduciary duties in the course of negotiating and approving the Merger Agreement and that the other defendants aided and abetted such breach of fiduciary duties.  The lawsuit seeks to enjoin the merger or rescind the merger if it is consummated and compensatory damages in an unspecified amount.  The Company believes that the lawsuit was improperly and prematurely filed under Texas law.  On April 16, 2014, the Company filed a Motion to Dismiss the Action, and Parent, Merger Sub, NECA and Mr. Weinshanker filed a Joinder to this Motion to Dismiss the Action on April 18, 2014.  The Court has not yet ruled on the motion.   The Company’s management believes that the lawsuit’s allegations are without merit and intends to vigorously defend themselves.

Prior to filing the lawsuit, the plaintiffs’ counsel sent the Company a demand letter dated March 20, 2014 demanding that the Board of Directors commence an action on behalf of the Company against the Directors. The Board of Directors appointed a Special Committee composed of independent directors to review the plaintiffs’ allegations.  The Committee has not yet completed its review or made any determination as to what action, if any, should be taken in response to those allegations.

ITEM  4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM  5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The shares of Hastings’ common stock are listed and traded on The NASDAQ National Market (“NASDAQ”) under the symbol “HAST.” Our common stock began trading on June 12, 1998, following our initial public offering. The following table contains, for the fiscal periods indicated, the high and low sales prices per share of our common stock as reported on NASDAQ:

	High		Low
2013:
First Quarter	$	2.65	$	1.24
Second Quarter	$	5.45	$	2.44
Third Quarter	$	3.94	$	1.95
Fourth Quarter	$	2.35	$	1.47
2012:
First Quarter	$	2.87	$	1.62
Second Quarter	$	2.25	$	1.72
Third Quarter	$	2.14	$	1.81
Fourth Quarter	$	3.30	$	1.95

As of March 31, 2014, there were 256 holders of record of our common stock.   

We did not pay any dividend during the fiscal year ending January 31, 2014.  A special dividend of $0.35 per share and an annual dividend of $0.02 per share were paid during the fiscal year ending January 31, 2013. Under the Merger Agreement described under the heading “Merger Agreement” in Item 1 of this Annual Report on Form 10-K, the Company is not permitted to pay dividends without Parent’s consent.

We did not purchase any shares of our common stock during the three month period ending January 31, 2014.  Under the Merger Agreement, we may not purchase shares of common stock without the consent of Parent.

Comparison of Cumulative Five Year Total Return

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	Fiscal Years Ended
	January 31, 2009		January 31, 2010		January 31, 2011		January 31, 2012		January 31, 2013		January 31, 2014
Hastings	$	100.00	$	168.25	$	219.84	$	64.29	$	86.11	$	76.98
S&P 500 Index		100.00		130.03		155.73		158.91		181.40		215.84
NASDAQ Composite Index		100.00		145.44		182.88		190.59		212.82		277.96

The graph above compares the cumulative total shareholder return on our common stock for the last five years with the cumulative total return on the S&P 500 Index and the NASDAQ Composite Index over the same period. The graph assumes the investment of $100 in Hastings common stock, the S&P 500 Index and the NASDAQ Composite Index on January 31, 2009 and the reinvestment of all dividends.

Equity Compensation Plan Information

The following table sets forth information concerning stock options outstanding, the weighted average exercise price of those options and options remaining to be granted under existing option plans, whether approved or not approved by security holders, as of January 31, 2014. The purpose of this table is to illustrate the potential dilution that could occur from past and future equity grants. Hastings does not have any outstanding warrants or stock appreciation rights.

Plan category	Number of securities to be issuedupon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders		520,777	$	4.57		316,576
Equity compensation plans not approved by security holders		—		—		—
Total		520,777	$	4.57		316,576

Under the Merger Agreement, we may not issue additional options under our option plans without the consent of Parent.

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ITEM 6. SELECTED FINANCIAL DATA.

The data set forth below should be read in conjunction with Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and the Company’s Financial Statements and notes thereto.

	Fiscal Year
(In thousands, except per share and square foot data)	2013			2012			2011			2010			2009
Income Statement Data:
Merchandise revenue	$	382,578		$	402,735		$	425,142		$	440,038		$	441,462
Rental revenue		53,043			59,846			70,426			80,216			81,374
Gift card breakage revenue (1)		341			(80	)		819			801			8,510
Total revenues		435,962			462,501			496,387			521,055			531,346
Merchandise cost of revenue		262,639			275,251			295,506			303,714			307,074
Rental asset cost of revenue		19,071			20,779			27,166			29,950			29,424
Total cost of revenues		281,710			296,030			322,672			333,664			336,498
Gross profit		154,252			166,471			173,715			187,391			194,848
Selling, general and administrative expenses (2)		163,698			174,461			185,107			184,142			183,413
Pre-opening expenses		—			—			244			—			3
Operating income (loss)		(9,446	)		(7,990	)		(11,636	)		3,249			11,432
Interest expense		(1,283	)		(1,173	)		(1,334	)		(1,014	)		(1,014	)
Other, net (3)		302			147			275			156			1,902
Income (loss) before income taxes		(10,427	)		(9,016	)		(12,695	)		2,391			12,320
Income tax expense (benefit) (4)		(244)			297			4,884			686			5,387
Net income (loss)	$	(10,183	)	$	(9,313	)	$	(17,579	)	$	1,705		$	6,933
Basic income (loss) per share	$	(1.25	)	$	(1.14	)	$	(2.05	)	$	0.19		$	0.72
Diluted income (loss) per share	$	(1.25	)	$	(1.14	)	$	(2.05	)	$	0.18		$	0.71
Weighted-average common shares outstanding – basic		8,142			8,202			8,556			9,036			9,610
Weighted-average common shares outstanding – diluted		8,142			8,202			8,556			9,326			9,752
Other Data:
Depreciation (5)	$	12,552		$	14,948		$	17,026		$	17,273		$	18,957
Capital expenditures (6)	$	10,274		$	9,008		$	15,944		$	11,906		$	11,265
Store Data:
Total selling square footage at end of period		2,665,646			2,841,473			2,918,708			3,017,739			3,065,477
Comparable-store revenues increase (decrease) (7)		(2.8	%)		(5.1	%)		(5.3	%)		1.4	%		(3.1	%)
Revenue per selling square footage(8)	$	163.42		$	162.80		$	169.79		$	172.40		$	170.58

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	January 31,
	2014		2013		2012		2011		2010
Balance Sheet Data:
Working capital (9)	$	80,690	$	77,170	$	93,349	$	83,870	$	88,740
Total assets	$	206,645	$	205,982	$	225,474	$	229,683	$	238,800
Total long-term debt	$	51,749	$	41,805	$	53,279	$	31,766	$	38,174
Dividends declared	$	—	$	3,062	$	—	$	—	$	—
Total shareholders’ equity	$	64,002	$	73,975	$	86,058	$	104,726	$	108,158

(1) In fiscal 2013, fiscal 2012, fiscal 2011, fiscal 2010, and fiscal 2009, we recorded approximately $0.3 million, ($0.1) million, $0.8 million $0.8 million and $8.5 million, respectively, of revenue for the estimated breakage on gift cards we previously issued and sold. During fiscal 2012, we discontinued recognition of gift card breakage for our Colorado stores per state escheat laws and we decreased the overall gift card breakage percentage, causing a negative amount for the fiscal year. See Note 1 of the financial statements for additional discussion.

(2) Includes approximately $0.3 million, $1.4 million, $0.8 million, $0.7 million and $1.6 million of impairment charges for fiscal 2013, 2012, 2011, 2010 and 2009, respectively. Includes approximately $0.3 million, $0.3 million and $2.4 million of abandoned lease expense recognized for fiscal 2013, fiscal 2012 and fiscal 2011, respectively.

(3) For fiscal 2009, includes approximately $1.4 million related to gain from insurance proceeds.

(4) The results for fiscal 2013 include a discrete tax benefit of approximately $0.5 million from the recognition of a tax position due to a change in state administrative practices. The results for fiscal 2011 include a valuation allowance of approximately $8.6 million, which was recorded during the fourth quarter. The results for fiscal 2010 include a discrete tax benefit of approximately $0.2 million related to amended state returns resulting from an Internal Revenue Service (“IRS”) audit of the Company’s previously filed Federal tax returns. The results for fiscal 2009 include a discrete tax charge of approximately $0.4 million related to amended state and federal tax returns resulting from an IRS audit of the Company’s previously filed tax returns.

(5) Excludes amounts associated with our rental asset cost depreciation of $3.9 million, $6.2 million, $11.0 million, $11.9 million and $12.3 million for fiscal 2013, 2012, 2011, 2010 and 2009, respectively.

(6) Includes purchases of property, equipment and improvements. For fiscal 2009, amount is shown net of approximately $0.5 million in proceeds received from insurance that were used to fund capital expenditures to replace assets that were damaged.

(7) Stores included in the comparable-store revenues calculation are those stores that have been open for a minimum of 60 weeks. Also included are stores that are remodeled or relocated. Gift card breakage revenues are not included, and closed stores are removed from each comparable period for the purpose of calculating comparable-store revenues.

(8) Excludes gift card breakage revenue of approximately $0.3 million, ($0.1) million, $0.8 million, $0.8 million and $8.5 million for fiscal 2013, 2012, 2011, 2010 and 2009, respectively.

(9) Working capital is calculated as total current assets less total current liabilities.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and “Item 6. Selected Financial Data” appearing elsewhere in this Annual Report on Form 10-K.

Overview

Hastings is a leading multimedia entertainment and lifestyle retailer that buys, sells, trades and rents various home entertainment products, including books, music, software, periodicals, new and used CDs, movies on DVD and Blu-ray, video games, video game consoles and electronics. We also offer consumables and trends products such as apparel, t-shirts, action figures, posters, greeting cards and seasonal merchandise through our entertainment stores and our Internet web site. As of March 31, 2014, we operated 126 stores averaging approximately 24,000 square feet in medium-sized markets located in 19 states, primarily in the Western and Midwestern United States. Each of the stores, operated on leased premises, is wholly-owned by us and is operated under the name of Hastings. We also operate three concept stores, Sun Adventure Sports, located in Amarillo, Texas and Lubbock, Texas, and TRADESMART, located in Littleton, Colorado, which are wholly-owned by us.

Over the past several years, our financial performance has been adversely impacted by a number of factors, including the economic downturn and the expanding digital delivery of entertainment. Our book business continues to be negatively impacted by the transition of certain categories to digital formats, but at a lesser rate than anticipated, therefore we expect the negative trends in sales of new books to continue and expect a single digit decrease in Book Comp sales for fiscal 2014. We expect Music Comp sales, which have had mid-single to double digit decreases for the last five years driven primarily by digital content delivery, to have a high single digit decrease for fiscal 2014. Movie Comps have been negatively impacted by a weak schedule of new releases during fiscal 2013 which has directly impacted new movie sales. We expect total Movie Comps for fiscal 2014 to be flat. Rental Comps have decreased the past several years due to competition from rental kiosks and subscription-based rental services. We expect Rental Comps for fiscal 2014 to have a single digit decrease.  We expect Electronic Comp sales, which have had single to double digit increases for the last several years, to have a high single digit increase for fiscal 2014. With the launch of the new game consoles, we expect a high double digit increase in Video Game Comp sales. Trends Comps, which include lifestyle products, have seen high single to double digit increases during the last two years.  We expect that increase to continue for Trend Comp sales in fiscal 2014 with a mid-single digit increase. As the economy improves, along with the continued success of our reset stores and expanded product lines which we plan to continue through fiscal 2014, we expect our comp revenues to improve.

On March 17, 2014, the Company entered into the Merger Agreement with Parent and Merger Sub.  Upon the effective time of the Merger, the Company will be merged with and into Merger Sub, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

Our operating strategy is to continue to enhance our position as a multimedia entertainment and lifestyle retailer by resetting existing stores and offering our products through our Internet web site. We are also focused on shifting our business model more toward lifestyle and consumer electronics products to become less dependent on entertainment products. Some examples of such products include tablet expansions for reading, watching movies, hobby, crafts and playing games and phone app products to be used with your smart phone for fun, health and fitness.

References in this Annual Report on Form 10-K to fiscal years are to the twelve-month periods that end in January of the following calendar year. For example, the twelve-month period ended January 31, 2014 is referred to as fiscal 2013.

Merger Agreement

As described under the heading “Merger Agreement” in Item 1 of this Annual Report on Form 10-K, on March 17, 2014, we entered into the Merger Agreement with Parent and its wholly owned subsidiary. Pursuant to the Merger Agreement, subject to satisfaction or waiver of certain closing conditions, Merger Sub will merge with and into the Company, with the Company continuing its existence under Texas law as the surviving entity in the Merger. Upon the completion of the Merger, the Company will be a wholly owned subsidiary of Parent.

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If the Merger is completed, at the effective time of the Merger, each share of common stock of the Company issued and outstanding as of immediately prior to the effective time (excluding any shares of common stock held by Parent or its affiliates (including Merger Sub and NECA)), any shares of common stock held by the Company in treasury or by any direct or indirect wholly owned subsidiary of the Company) will be automatically cancelled and converted into the right to receive the Merger Consideration of $3.00 per share.

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. Inventory costing requires certain significant estimates and judgments involving the allocation of costs and vendor allowances. These practices affect ending inventories at cost, as well as the resulting gross margins and inventory turnover ratios. As with any retailer, economic conditions, cyclical customer demand and changes in purchasing or distribution can also affect the carrying value of inventory. As circumstances warrant, we record 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, Blu-rays 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

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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 as well as 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 tax expense 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. We 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.

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.

· Expected dividend yield – The estimated rate based on the stock’s current market price and forecasted dividend payout.

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.

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In addition to stock options, we have awarded 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.

Under the Merger Agreement, we may not grant or award any options, restricted stock or other share based compensation without the consent of Parent.

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. 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.

Results of Operations

The following tables present our statement of operations data, expressed as a percentage of revenue, and the number of stores open at the end of period for the three most recent fiscal years.

	Fiscal Year
	2013			2012			2011
Merchandise revenue		87.7	%		87.1	%		85.6	%
Rental asset revenue		12.2			12.9			14.2
Gift card breakage revenue		0.1			(0.0	)		0.2
Total revenues		100.0			100.0			100.0
Merchandise cost of revenue		68.6			68.3			69.5
Rental asset cost of revenue		36.0			34.7			38.6
Total cost of revenues		64.6			64.0			65.0
Gross profit		35.4			36.0			35.0
Selling, general and administrative expenses		37.5			37.7			37.3
Operating income (loss)		(2.1	)		(1.7	)		(2.3	)
Other income (expense):
Interest expense		(0.3	)		(0.3	)		(0.3	)
Other, net		0.1			0.0			0.1
		(0.2	)		(0.3	)		(0.2	)
Income (loss) before income taxes		(2.3	)		(2.0	)		(2.5	)
Income tax expense (benefit)		(0.1	)		0.0			1.0
Net income (loss)		(2.2	)%		(2.0	)%		(3.5	)%

	Fiscal Year
	2013			2012			2011
Hastings Stores(1):
Beginning number of stores		137			140			146
Openings		—			—			1
Closings		(10	)		(3	)		(7	)
Ending number of stores		127			137			140

(1) We operate three concept stores, including two Sun Adventure Sports and one TRADESMART, which are not included in the above summary of Hastings Stores activity.

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Fiscal 2013 Compared to Fiscal 2012

Revenues. Total revenues for the fiscal year ended January 31, 2014 decreased approximately $26.5 million, or 5.7%, to $436.0 million compared to $462.5 million for the fiscal year ended January 31, 2013.  The following is a summary of our revenues results (dollars in thousands):

	Fiscal Year Ended January 31,
	2014					2013						Decrease
	Revenues		Percent Of Total			Revenues			Percent of Total			Dollar			Percent
Merchandise revenue	$	382,578		87.8	%	$	402,735			87.1	%	$	(20,157	)		-5.0	%
Rental revenue		53,043		12.2	%		59,846			12.9	%		(6,803	)		-11.4	%
Gift card breakage revenue		341		0.1	%		(80	)		0.0	%		421			NM
Total Revenues	$	435,962		100.0	%	$	462,501			100.0	%	$	(26,539	)		-5.7	%
Stores open at period end		130					140						(10	)		-7.1	%
Comparable-store revenues (“Comp”)
Total				-2.8	%
Merchandise				-2.0	%
Rental				-7.7	%

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

	Fiscal Year Ended January 31,
	2014			2013
Trends		15.2	%		8.7	%
Electronics		9.9	%		12.9	%
Movies		2.2	%		-1.1	%
Hardback Café		1.1	%		11.1	%
Consumables		-2.5	%		1.5	%
Video Games		-2.9	%		-21.8	%
Books		-10.7	%		-1.3	%
Music		-12.5	%		-12.0	%

Trends Comps increased 15.2% for fiscal 2013, primarily due to strong sales in toys and gifts, action figures, comic books, licensed and branded products and recreational and lifestyle products.  Licensed and branded products for which we experienced strong sales during the period were Walking Dead, Star Wars and Doctor Who.  The Trends department also includes recreation and lifestyles products whose growth was driven by the addition of hobby products, pet accessories and outdoor accessories to reset stores as well as growth in the existing categories of skateboards and disc golf.  Hobby products showed significant growth during fiscal 2013 led by sales of remote control vehicles and model kits.  Electronics Comps increased 9.9% for fiscal 2013, primarily due to increased sales in hardware categories, such as televisions, turntables and speaker systems; strong growth was also realized in refurbished electronics.  Movies Comps increased 2.2% for fiscal 2013, primarily due to increased sales of new and used Blu-ray, traditional and boxed set DVDs, partially offset by new, previously viewed and used Midline DVDs.  Hardback Café Comps increased 1.1%, due to higher sales of iced and hot specialty café drinks, partially offset by a decrease in retail products such as mugs and baked goods.  Consumables Comps decreased 2.5%, primarily due to decreased sales in popcorn, candies, and fountain drinks.  Video Games Comps decreased only 2.9% for fiscal 2013, primarily due to the release of the PlayStation 4 and the Xbox One game consoles in the fourth quarter as well as increased sales in new and used games.  Books Comps decreased 10.7%, primarily due to a weaker release schedule for new books and a decrease in trade paperback and hardback sales, as compared to fiscal 2012, which included strong sales from the Fifty Shades and Hunger Games trilogies.  In addition, sales of digital hardware decreased significantly for fiscal 2013 as compared to fiscal 2012.  Music Comps decreased 12.5% for the period, primarily

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due to a significant reduction in retail space in the 36 stores that were reset in fiscal 2013 as well as the increasing popularity of digital delivery, partially offset by the increased sales of new and used vinyl albums.

Rental Comps decreased 7.7% for fiscal 2013 primarily resulting from fewer rentals of traditional DVDs and video games, partially offset by an increase in rentals of Blu-ray movies.  Rental Movie Comps decreased 6.3% primarily due to competition from rental kiosks and subscription-based rental services.  Rental Video Game Comps decreased 19.8%.

Gross Profit – Merchandise.  For fiscal 2013, total merchandise gross profit dollars decreased approximately $7.6 million, or 6.0%, to $119.9 million from $127.5 million for the same period in the prior year primarily due to a decrease in revenue which is primarily attributed to operating fewer superstores compared to the prior year.  As a percentage of total merchandise revenue, merchandise gross profit slightly decreased to 31.4% for fiscal 2013, compared to 31.7% for fiscal 2012, primarily due to a shift in mix of revenues by category and higher markdown expenses, partially offset by lower freight expense, lower expense to return products and lower shrinkage.

Gross Profit – Rental.  For fiscal 2013, total rental gross profit dollars decreased approximately $5.1 million, or 13.0%, to $34.0 million from $39.1 million for the same period in the prior year primarily due to a decrease in revenue which is partially attributed to operating fewer superstores for the same period in the prior year.  As a percentage of total rental revenue, rental gross profit decreased to 64.0% for fiscal 2013 compared to 65.3% for the same period in the prior year, primarily due to an increase in revenues under revenue sharing agreements, which generally have lower margins when compared to traditional agreements.  The rate decrease is partially offset by a decrease in depreciation and shrink expense.

Selling, General and Administrative Expenses (“SG&A”).  As a percentage of total revenue, SG&A decreased to 37.5% for fiscal year 2013 compared to 37.7% for fiscal year 2012, due to a significant reduction in SG&A expenses.  SG&A decreased approximately $10.8 million, or 6.2%, to $163.7 million compared to $174.5 million for the same period last year.  The majority of the decrease results primarily from a $3.3 million reduction in store labor expense, a $2.3 million reduction in depreciation expense, a decrease of $1.7 million in store advertising expense and a decrease of $0.6 million in store supplies, all of which were primarily the result of operating fewer superstores during this fiscal year compared to last fiscal year.  There was a $1.9 million reduction in corporate salary expense due to lower bonus payouts and the restructuring that took place in the first quarter of fiscal 2013. Several other SG&A expenses had smaller decreases or increases during the year which netted to an additional $1.0 million decrease for fiscal 2013.  

Interest Expense.  For fiscal 2013, interest expense increased approximately $0.1 million, or 8.3%, to $1.3 million, compared to $1.2 million for fiscal 2012.  The increase results primarily from higher debt levels.  Interest rates for both periods averaged 2.5%.  

Income Taxes.  During fiscal 2013, the Company recorded a discrete tax benefit of approximately $0.5 million from the recognition of a tax position due to a change in state administrative practices.  No discrete items were recorded during fiscal 2012.

As the Company has a net operating loss and a net deferred tax asset, which has been offset by a full valuation allowance at the end of fiscal 2013, there is no tax liability, with the exception of Texas state income tax, which is based primarily on gross margin; therefore, considering the discrete tax benefit described above and the Texas state income tax, the effective tax rate for fiscal year 2013 is 2.3%.  The valuation allowance is approximately $14.3 million as of January 31, 2014.  We 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.

Fiscal 2012 Compared to Fiscal 2011

Revenues. Total revenues for the fiscal year ended January 31, 2013 decreased approximately $33.9 million, or 6.8%, to $462.5 million compared to $496.4 million for the fiscal year ended January 31, 2012. The following is a summary of our revenues results (dollars in thousands):

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	Fiscal Year Ended January 31,
	2013						2012					Decrease
	Revenues			Percent Of Total			Revenues		Percent of Total			Dollar			Percent
Merchandise revenue	$	402,735			87.1	%	$	425,142		85.6	%	$	(22,407	)		-5.3	%
Rental revenue		59,846			12.9	%		70,426		14.2	%		(10,580	)		-15.0	%
Gift card breakage revenue		(80	)		0.0	%		819		0.2	%		(899	)		NM
Total Revenues	$	462,501			100.0	%	$	496,387		100.0	%	$	(33,886	)		-6.8	%
Stores open at period end		140						143					(3	)		-2.1	%
Comparable-store revenues (“Comp”)
Total					-5.1	%
Merchandise					-3.7	%
Rental					-12.9	%

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

	Fiscal Year Ended January 31,
	2013			2012
Electronics		12.9	%		3.7	%
Hardback Café		11.1	%		4.8	%
Trends		8.7	%		10.4	%
Consumables		1.5	%		-6.3	%
Movies		-1.1	%		-8.2	%
Books		-1.3	%		-4.8	%
Music		-12.0	%		-4.5	%
Video Games		-21.8	%		-5.1	%

Electronics Comps increased 12.9% for fiscal 2012, primarily due to the success of the 44 stores participating in the consumer electronics reset. Sales of tablets, tablet accessories, turntables and headphones were strong during the fiscal year. Hardback Café Comps increased 11.1% for fiscal 2012, primarily due to higher sales of coffee and specialty drinks. Trends Comps increased 8.7% for fiscal 2012, primarily due to strong sales in boutique apparel, toys and gifts, comic books, as well as skateboarding equipment and other action sports items. Consumables Comps increased 1.5% for fiscal 2012, primarily due to increased sales in candies, snacks and bottled beverages. Movies Comps decreased 1.1% for fiscal 2012, primarily due to decreased sales in used and previously viewed movies, partially offset by increased sales in new DVDs and Blu-ray movies. Books Comps decreased 1.3%, primarily due to lower sales in new and bargain books and magazines, partially offset by strong sales of the 50 Shades series, Nextbook tablets and used books. Books Comps, excluding digital sales, decreased 2.3% for fiscal 2012. Music Comps decreased 12.0% for fiscal 2012, primarily due to decreased sales in new and used CDs which can be attributed to consumers increasingly using digital delivery of their music purchases. Video Games Comps decreased 21.8% for fiscal 2012, primarily due to decreased sales of new and used video games and video game hardware and accessories, primarily resulting from the longevity of the current console cycle, as well as the fact that overall industry sales of Nintendo’s Wii U system were weaker than expected.

Rental Comps decreased 12.9% for fiscal 2012, primarily due to fewer rentals of DVDs and video games, partially offset by increased rentals of Blu-ray movies. Rental Movie Comps decreased 10.6%, as sales were negatively impacted by competitor rental kiosks and subscription-based rental services, while Rental Video Game Comps, which were impacted by the longevity of the current console cycle, decreased 28.4%.

Gross Profit – Merchandise. For fiscal 2012, total merchandise gross profit dollars decreased approximately $2.1 million, or 1.6%, to $127.5 million from $129.6 million for fiscal 2011, primarily due to lower revenues, partially offset by higher merchandise margin rates. As a percentage of total merchandise revenue, merchandise gross profit increased to 31.7% for fiscal 2012, compared to 30.5% for fiscal 2011, primarily due to a shift in mix of revenues by

28

category and lower merchandise shrinkage and merchandise markdown expenses, partially offset by increased freight costs as a result of increased internet sales.

Gross Profit – Rental. For fiscal 2012, total rental gross profit dollars decreased approximately $4.2 million, or 9.7%, to $39.1 million from $43.3 million for fiscal 2011, primarily due to lower revenues, partially offset by higher rental margin rates. As a percentage of total rental revenue, rental gross profit increased to 65.3% for fiscal 2012 compared to 61.4% for fiscal 2011, primarily as a result of lower rental shrinkage expense and lower rental asset depreciation expense.

Selling, General and Administrative Expenses (“SG&A”). As a percentage of total revenue, SG&A increased to 37.7% for fiscal year 2012 compared to 37.3% for fiscal year 2011, primarily due to deleveraging resulting from lower revenues. SG&A decreased approximately $10.6 million, or 5.7%, to $174.5 million compared to $185.1 million for the same period last year. This is primarily due to a $4.1 million decrease in store labor costs, a $2.1 million reduction in abandoned lease expense, a $2.1 million decrease in depreciation, a $1.7 million decrease in store occupancy costs and a $1.2 million decrease in store advertising expense, partially offset by an increase of $1.4 million in bonuses under our corporate officer and management bonus incentive program. The reduction in depreciation and occupancy expenses are primarily the result of operating fewer stores.

Interest Expense. For fiscal 2012, interest expense decreased approximately $0.1 million, or 7.7%, to $1.2 million, compared to $1.3 million for fiscal 2011, primarily as a result of lower average debt levels during the current fiscal year, along with lower interest rates. The average rate of interest charged for fiscal 2012 decreased to 2.5% compared to 2.7% for fiscal 2011.

Income Taxes. As the Company has a net operating loss and a net deferred tax asset, which has been offset by a full valuation allowance at the end of fiscal 2012, there is no tax liability, with the exception of Texas state income tax; therefore, the effective tax rate for fiscal year 2012 is (3.3%). The valuation allowance is approximately $11.0 million as of January 31, 2013. We reassess the need for a 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.

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 flows from operating activities, including trade credit from vendors, and borrowings under our revolving credit facility, with the most significant source in fiscal 2013 being cash flows from borrowings under our revolving credit facility and fiscal 2012 being cash flows 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 more fully discussed below. We believe our cash flows from operations and borrowings under our revolving credit facility will be sufficient to fund our ongoing operations, store reformations and other capital commitments.

At January 31, 2014, total outstanding debt was $51.7 million. We project our outstanding debt level at January 31, 2015 will be in the range of $56.0 to $60.0 million. At January 31, 2014, we had approximately $49.7 million in excess availability, after the $10 million availability reserve, under the Credit Agreement (as defined herein).

The Merger Agreement, as described under the heading “Merger Agreement” in Item 1 of this Annual Report on Form 10-K, places certain limitations on our ability to, among other things, repurchase shares, declare dividends and make capital expenditures in excess of certain thresholds. In addition, the Merger Agreement places certain limitations on the amount of additional debt we can assume outside of our Credit Agreement.  

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Consolidated Cash Flows

Operating Activities. Net cash used in operating activities totaled $1.0 million for fiscal 2013, compared to cash provided by operating activities of $22.2 million for fiscal 2012. Net loss for fiscal 2013 was approximately $10.2 million compared to a net loss of $9.3 million for fiscal 2012. Purchases of rental assets decreased approximately $3.3 million to $7.8 million during fiscal 2013 from $11.1 million during fiscal 2012 in anticipation of lower rental revenues. Consequently, rental asset depreciation expense decreased approximately $2.3 million to $3.9 million during fiscal 2013 from $6.2 million during fiscal 2012. Property and equipment depreciation expense decreased approximately $2.3 million to $12.6 million during fiscal 2013 from $14.9 million during fiscal 2012. This decrease is the result of having less depreciable fixed assets on the balance sheet for fiscal 2013 compared to fiscal 2012. Merchandise inventories increased approximately $2.4 million during fiscal 2013, compared to a decrease of $11.2 million during fiscal 2012, primarily due to an increase of inventories in the new product categories of our reset stores. Merchandise inventories, net of trade accounts payable, increased approximately $1.5 million for fiscal 2013 compared to a decrease of approximately $9.3 million for fiscal 2012.  Trade accounts payable increased approximately $0.9 million during fiscal 2013 compared to an increase of approximately $1.9 million during fiscal 2012. The increase in merchandise inventories, net of trade accounts payable, and the increase in trade accounts payable are primarily due to a variance in the timing of payments to vendors. This primarily results from the fact that several of our new product vendors currently have relatively shorter payment terms in comparison to our traditional media product vendors. Prepaid expenses and other current assets decreased approximately $2.0 million during fiscal 2013 compared to a decrease of approximately $4.8 million during fiscal 2012.   The larger decrease in fiscal 2012 was due primarily to a receipt of a $5.4 million federal income tax receivable. Accrued expenses and other liabilities decreased approximately $0.6 million during fiscal 2013 compared to an increase of approximately $1.2 million during fiscal 2012 due to a reduction in the store closing reserve and changes to various other balance sheet accounts. During fiscal 2014, we estimate net cash provided by operations of approximately $4.0 to $6.0 million. The expected increase from fiscal 2013 net cash used in operations to estimated fiscal 2014 net cash provided by operations results primarily from lower merchandise inventories for fiscal 2014.

Investing Activities. Net cash used in investing activities increased approximately $1.3 million, or 14.4%, from $9.0 million in fiscal 2012 to $10.3 million in fiscal 2013. This increase was primarily due to increased capital expenditures relating to the reset stores. In fiscal 2014, the Company projects capital expenditures to be approximately $8.0 to $9.0 million, as we continue to manage discretionary spending during fiscal 2014.

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 fiscal 2013, cash provided by financing activities was approximately $11.3 million compared to cash used in financing activities of approximately $13.6 million for fiscal 2012. Net borrowings to our revolving credit facility during fiscal 2013 were approximately $9.9 million compared to net repayments of approximately $11.5 million during fiscal 2012. The Company purchased approximately $0.1 million of treasury stock in fiscal 2013, as compared to $0.5 million in fiscal 2012. Changes in our cash overdraft position decreased from cash provided of approximately $1.8 million for fiscal 2012 to cash provided of approximately $1.4 million for fiscal 2013. The increase in net borrowings and the decrease in our cash overdraft position are primarily due to the decrease in cash from operating activities and also due to the timing of payments issued to vendors during the period. No dividends were paid in fiscal 2013. The total amount of dividends paid in fiscal 2012 was approximately $3.1 million.

On September 18, 2001, we announced a stock repurchase program of up to $5.0 million of our common stock. As of January 31, 2014, the Board of Directors has approved increases in the program totaling $32.5 million. During fiscal year 2013, we purchased a total of 38,600 shares of common stock at a cost of $127,253, or $3.30 per share. As of January 31, 2014, a total of 5,626,149 shares had been purchased under the program at a cost of approximately $31.9 million, for an average cost of approximately $5.67 per share. As of January 31, 2014, approximately $5.6 million remained available for repurchases under the stock repurchase program. Under the Merger Agreement, we may not purchase shares of our common stock without the consent of Parent.

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 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

30

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. We have entered into an Amended and Restated Loan and Security Agreement with Bank of America, N.A., as agent (as subsequently amended, the “Credit Agreement”). The Credit Agreement provides a revolving credit facility of $115 million, allows for the payment of dividends, has a maturity date of January 4, 2017 and provides that we may repurchase up to $10.0 million worth of our common stock. The Credit Agreement also provides that we may repurchase additional shares of our common stock in the event we meet certain criteria set forth in the Credit Agreement. The Credit Agreement includes certain debt and acquisition limitations and requires a minimum Availability (as defined in the Credit Agreement) that is greater than or equal to $10.0 million at all times. Our obligations under the Credit 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 Credit 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 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 (each term as defined in the Credit Agreement), 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 Credit 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 Credit 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% (each term as defined in the Credit Agreement). In addition, unused line fees ranging from 0.30% to 0.375% (determined by reference to the level of usage under the Credit Agreement) are also payable on unused commitments.

At January 31, 2014 we had approximately $49.7 million in excess availability, after the $10 million availability reserve and outstanding letters of credit, under the Credit Agreement. We expect to have approximately $47.0 million to $51.0 million in excess availability, after the $10 million availability reserve and outstanding letters of credit, at January 31, 2015. 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 fiscal years ended January 31, 2014 and 2013 was 2.5%. Deferred financing costs that were amortized into interest expense during the fiscal years ended January 31, 2014 and 2013 are excluded from the calculation of the average rate of interest for the period.

We utilize standby letters of credit to support certain insurance policies. The aggregate amount of the letters of credit at January 31, 2014, was approximately $0.8 million, which reduces the excess availability under the Credit Agreement.

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Contractual Obligations and Off-Balance Sheet Arrangements. In the ordinary course of business, we routinely enter into purchase commitments for various aspects of our operations, such as warehouse equipment and office equipment. However, we do not believe that these commitments will have a material effect on our financial condition, results of operations or cash flows. As of January 31, 2014, other than operating leases and standby letters of credit, we had not entered into any off-balance sheet arrangements or third-party guarantees, nor is it our business practice to do so.

At January 31, 2014, our minimum lease commitments for fiscal 2013 were approximately $25.7 million. Total existing minimum operating lease commitments for fiscal years 2014 through 2026 were approximately $128.6 million as of January 31, 2014.

The following summarizes our contractual obligations at January 31, 2014, and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in thousands):

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1 to 3 Years		3 to 5 Years		More than 5 Years
Long-term debt (principal only) (1)	$	51,749		—		51,749		—		—
Operating leases (2)		128,633		25,724		43,594		33,919		25,396
Revenue sharing (3)		1,080		1,080		—		—		—
Total (4)	$	181,462		26,804		95,343		33,919		25,396

(1) Based on our internal forecasts, we estimate interest payments for fiscal 2014 to be approximately $1.5 million.

(2) Amounts include the direct lease obligations, excluding any taxes, insurance, maintenance and other related expenses. For the fiscal year ended January 31, 2014, payments for taxes, insurance, maintenance, and other related expenses, which are variable in nature, were approximately $5.6 million.

(3) As of January 31, 2014, we were a party to revenue-sharing arrangements with various studios. These agreements include minimum purchase requirements, based upon the box office results of the title, at a lower initial product cost as compared to non-revenue sharing purchases. In addition, these contracts require net rental revenues to be shared with the studios over an agreed period of time. We have included amounts owed and an estimate of our contractual obligation under these agreements for performance guarantees and minimum purchase requirements for the period in which they can reasonably be estimated, which is approximately two months in the future. Although these contracts may extend beyond the estimated two month period, we cannot reasonably estimate these amounts due to the uncertainty of purchases that will be made under these agreements. The amounts presented above do not include revenue sharing accruals for rental revenues that will be recognized during fiscal 2014.

(4) Uncertain tax position obligations, including unrecognized tax benefits of approximately $5,000 as of January 31, 2014, were not included in this table. Due to the uncertainty surrounding the timing of any future cash outflows related to uncertain tax position liabilities, we are not able to reasonably estimate the period of cash settlement with the respective taxing authority.

Seasonality and Inflation

Our business is highly seasonal, with significantly higher revenues and operating income realized during the fourth quarter, which includes the holiday selling season. Below is a tabular presentation of revenues and operating income by quarter, which illustrates the seasonal effects of our business:

Fiscal year 2013:	Quarter
	First			Second			Third			Fourth
Total revenues	$	109,128		$	95,781		$	94,672		$	136,381
Operating income (loss)	$	(1,955	)	$	(3,769	)	$	(6,397	)	$	2,675
% of full year:
Total revenues		25.0	%		22.0	%		21.7	%		31.3	%
Operating income (loss)		(20.7	%)		(39.9	%)		(67.7	%)		28.3	%

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Fiscal year 2012:	Quarter
	First			Second			Third			Fourth
Total revenues	$	115,488		$	104,053		$	101,320		$	141,640
Operating income (loss)	$	1,152		$	(3,070	)	$	(7,690	)	$	1,618
% of full year:
Total revenues		25.0	%		22.5	%		21.9	%		30.6	%
Operating income (loss)		14.4	%		(38.4	%)		(96.2	%)		20.3	%

We do not believe that inflation has materially impacted the results of operations during the past three years. Substantial increases in costs and expenses could have a significant impact on our operating results to the extent such increases are not passed along to customers.

Recent Accounting Pronouncements

During February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-02: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (“GAAP”) to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (for example, inventory) instead of directly to income or expense in the same reporting period. The Company adopted ASU 2013-02 beginning with the first quarter of fiscal 2013 and reclassified approximately $43,000 from Other Comprehensive Income to Other Income as of January 31, 2014. The remaining balance will be released during the first quarter of 2014.

In July 2013, the Financial Accounting Standards Board issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires unrecognized tax benefits to be presented as a decrease in a net operating loss, similar tax loss or tax credit carryforward if certain criteria are met. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s consolidated financial statements.

ITEM  7A. 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 on the lenders’ base rate or LIBOR plus a specified percentage at our option. The annual impact on our results of operations of a 100 basis point interest rate change on the January 31, 2014, outstanding balance of the variable rate debt would be approximately $0.5 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.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

hastings entertainment, inc.

Index to Consolidated Financial Statements

and Financial Statement Schedule

	Page
Report of Independent Registered Public Accounting Firm	35
Consolidated Balance Sheets as of January 31, 2014 and 2013	36
Consolidated Statements of Operations for the years ended January 31, 2014, 2013, and 2012	37
Consolidated Statements of Comprehensive Loss for the years ended January 31, 2014, 2013, and 2012	38
Consolidated Statements of Shareholders’ Equity for the years ended January 31, 2014, 2013, and 2012	39
Consolidated Statements of Cash Flows for years ended January 31, 2014, 2013, and 2012	40
Notes to Consolidated Financial Statements	41
Schedule
Financial Statement Schedule II - The Financial Statement Schedule filed as part of this Annual Report on Form 10-K is listed under Part IV, Item 15(a). Exhibits and Financial Statement Schedules.	64

34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Hastings Entertainment, Inc.

We have audited the accompanying consolidated balance sheets of Hastings Entertainment, Inc. as of January 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of the three years in the period ended January 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hastings Entertainment, Inc. at January 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Fort Worth, Texas

April 21, 2014

35

HASTINGS ENTERTAINMENT, INC.

Consolidated Balance Sheets

January 31, 2014 and 2013

(In thousands, except share data)

	January 31,
	2014			2013
Assets
Current Assets
Cash and cash equivalents	$	3,753		$	3,730
Merchandise inventories, net		152,138			145,337
Prepaid expenses and other current assets		10,394			9,092
Total current assets		166,285			158,159
Rental assets, net of accumulated depreciation of $16,869 and $18,827 at January 31, 2014 and 2013, respectively		10,227			11,353
Property and equipment, net		29,212			32,099
Intangible assets		244			244
Other assets		677			2,792
Total assets	$	206,645		$	204,647
Liabilities and Shareholders’ Equity
Current Liabilities
Trade accounts payable	$	57,236		$	53,593
Accrued expenses and other current liabilities		28,359			27,396
Total current liabilities		85,595			80,989
Long-term debt		51,749			41,805
Deferred income taxes		60			50
Other liabilities		5,239			7,828
Shareholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued		0			0
Common stock, $0.01 par value; 75,000,000 shares authorized; 11,944,544 shares issued at January 31, 2014 and 11,944,544 shares issued at January 31, 2013; 8,143,317 shares outstanding at January 31, 2014 and 8,146,513 shares outstanding at January 31, 2013		119			119
Additional paid-in capital		36,413			36,375
Retained earnings		48,459			58,642
Accumulated other comprehensive income		347			247
Treasury stock, at cost		(21,336	)		(21,408	)
Total shareholders’ equity		64,002			73,975
Total liabilities and shareholders’ equity	$	206,645		$	204,647

See accompanying notes to consolidated financial statements.

36

HASTINGS ENTERTAINMENT, INC.

Consolidated Statements of Operations

Years Ended January 31, 2014, 2013 and 2012

(In thousands, except per share data)

	Fiscal Year
	2013			2012			2011
Merchandise revenue	$	382,578		$	402,735		$	425,142
Rental asset revenue		53,043			59,846			70,426
Gift card breakage revenue		341			(80	)		819
Total revenues		435,962			462,501			496,387
Merchandise cost of revenue		262,639			275,251			295,506
Rental asset cost of revenue		19,071			20,779			27,166
Total cost of revenues		281,710			296,030			322,672
Gross profit		154,252			166,471			173,715
Selling, general and administrative expenses		163,698			174,461			185,107
Pre-opening expenses		0			0			244
Operating loss		(9,446	)		(7,990	)		(11,636	)
Other income (expense):
Interest expense		(1,283	)		(1,173	)		(1,334	)
Other, net		302			147			275
Loss before income taxes		(10,427	)		(9,016	)		(12,695	)
Income tax expense (benefit)		(244	)		297			4,884
Net loss	$	(10,183	)	$	(9,313	)	$	(17,579	)
Basic loss per share	$	(1.25	)	$	(1.14	)	$	(2.05	)
Diluted loss per share	$	(1.25	)	$	(1.14	)	$	(2.05	)

See accompanying notes to consolidated financial statements.

37

HASTINGS ENTERTAINMENT, INC.

Consolidated Statements of Comprehensive Loss

Years Ended January 31, 2014, 2013 and 2012

(In thousands)

	Fiscal Year
	2013			2012			2011
Net loss	$	(10,183	)	$	(9,313	)	$	(17,579	)
Other comprehensive income before income taxes
Unrealized gains on available for sale investments for supplemental executive retirement plan		143			129			19
Reclassification adjustment realized in net loss, included in Other Income (Expense)		(43)			—			—
Other comprehensive income, before income taxes		100			129			19
Income taxes related to components of other comprehensive income		—			—			8
Other comprehensive income, net of income taxes		100			129			11
Total comprehensive loss	$	(10,083	)	$	(9,184	)	$	(17,568	)

38

HASTINGS ENTERTAINMENT, INC.

Consolidated Statements of Shareholders’ Equity

Years ended January 31, 2014, 2013 and 2012

(In thousands, except share data)

	Common Stock												Treasury stock
	Shares		Amount		Additional Paid-in Capital			Retained Earnings			Accumulated other Comprehensive Income (Loss)		Shares			Amount			Total Shareholders' Equity
Balances at January 31, 2011		11,944,544	$	119	$	36,673		$	88,589			107		3,200,994		$	(20,762	)	$	104,726
Issuance of stock to directors		-		-		(23	)		-			-		(9,852	)		63			40
Purchase of treasury stock		-		-		-			-			-		665,109			(1,992	)		(1,992	)
Exercise of stock options, vesting of restricted stock units and other, net of taxes		-		-		(1,437	)		-			-		(203,854	)		1,271			(166	)
Other  stock-based compensation		-		-		1,018			-			-		-			-			1,018
Net loss		-		-		-			(17,579	)		-		-			-			(17,579	)
Other comprehensive income (loss)		-		-		-			-			11		-			-			11
Balances at January 31, 2012		11,944,544		119		36,231			71,010			118		3,652,397		$	(21,420	)		86,058
Issuance of stock to directors		-		-		-			-			-		(19,416	)		112			112
Purchase of treasury stock		-		-		-			-			-		243,800			(549	)		(549	)
Exercise of stock options, vesting of restricted stock units and other, net of taxes		-		-		(521	)		-			-		(78,750	)		449			(72	)
Other  stock-based compensation		-		-		665			-			-		-			-			665
Dividends paid		-		-		-			(3,062	)		-		-			-			(3,062	)
Treasury dividends received		-		-		-			7			-		-			-			7
Net loss		-		-		-			(9,313	)		-		-			-			(9,313	)
Other comprehensive income		-		-		-			-			129		-			-			129
Balances at January 31, 2013		11,944,544		119		36,375			58,642			247		3,798,031			(21,408	)		73,975
Issuance of stock to directors		-		-		(19	)		-			-		(10,404	)		59			40
Purchase of treasury stock		-		-		-			-			-		38,600			(128	)		(128	)
Exercise of stock options, vesting of restricted stock units and other, net of taxes		-		-		(83	)		-			-		(25,000	)		141			58
Other  stock-based compensation		-		-		140			-			-		-			-			140
Net loss		-		-		-			(10,183	)		-		-			-			(10,183	)
Other comprehensive income		-		-		-			-			100		-			-			100
Balances at January 31, 2014		11,944,544	$	119	$	36,413		$	48,459		$	347		3,801,227		$	(21,336	)	$	64,002

See accompanying notes to the consolidated financial statements.

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HASTINGS ENTERTAINMENT, INC.

Consolidated Statements of Cash Flows

Years ended January 31, 2014, 2013, and 2012

(In thousands)

	Fiscal Year
		2013			2012		2011
Cash flows from operating activities:
Net loss	$	(10,183	)	$	(9,313	)		(17,579	)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Rental asset depreciation expense		3,920			6,187			11,042
Purchases of rental video		(7,849	)		(11,072	)		(22,126	)
Property and equipment depreciation expense		12,552			14,948			17,026
Impairment of goodwill		-			-			147
Deferred income taxes		10			8			7,725
Loss on rental videos lost, stolen and defective		654			985			1,293
Loss on disposal or impairment of property and equipment, excluding rental assets		607			1,411			1,055
Non-cash stock-based compensation		180			704			1,058
Changes in operating assets and liabilities:
Merchandise inventories		(2,398	)		11,209			5,558
Prepaid expenses and other current assets		1,964			6,137			(3,487	)
Trade accounts payable		861			560			(8,284	)
Accrued expenses and other liabilities		(644	)		1,246			(177	)
Other assets and liabilities, net		(698	)		(806	)		2,229
Net cash provided by (used in) operating activities		(1,024	)		22,204			(4,520	)
Cash flows from investing activities:
Purchases of property and equipment		(10,274	)		(9,008	)		(15,944	)
Net cash used in investing activities		(10,274	)		(9,008	)		(15,944	)
Cash flows from financing activities:
Borrowings under revolving credit facility		437,022			433,850			548,413
Repayments under revolving credit facility		(427,078	)		(445,324	)		(526,900	)
Purchase of treasury stock		(128	)		(542	)		(1,992	)
Dividends paid		-			(3,062	)		-
Change in cash overdraft		1,447			1,765			(1,003	)
Deferred financing costs		-			(325	)		(68	)
Proceeds from exercise of stock options		58			-			37
Net cash provided by (used in) financing activities		11,321			(13,638	)		18,487
Net increase (decrease) in cash		23			(442	)		(1,977	)
Cash and cash equivalents at beginning of year		3,730			4,172			6,149
Cash and cash equivalents at end of year	$	3,753		$	3,730		$	4,172

See accompanying notes to consolidated financial statements.

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Hastings Entertainment, Inc.

Notes to the Consolidated Financial Statements

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

(1) Operations and Summary of Significant Accounting Policies

(a) General

Hastings Entertainment, Inc. (the “Company,” “Hastings,” or “Hastings Entertainment”) operates a chain of retail stores in 19 states, primarily in the Western and Midwestern United States. Revenues are generated from the sale of new and used books, music, DVDs, video games, and video game consoles, and new software, periodicals, consumables, lifestyles and trends products. In addition, our revenues include the rental of DVDs, Blu-ray DVDs, and video games.

(b) Basis of Consolidation

The consolidated financial statements present the results of Hastings and its wholly-owned subsidiary. All inter-company transactions and balances have been eliminated in consolidation.

(c) Basis of Presentation

We operate in one reportable segment. Our fiscal years ended January 31, 2014, 2013 and 2012 are referred to as fiscal 2013, 2012 and 2011, respectively.

(d) Reclassifications

Certain prior period amounts have been reclassified to conform to the current presentation.  

(e) Cash and Cash Equivalents

We consider all debit and credit card receivables totaling approximately $1.5 million and $1.2 million at January 31, 2014 and 2013, respectively, from MasterCard, Visa, Discover, and American Express to be cash equivalents. All balances related to debit and credit card receivables typically settle within five days. We utilize a cash management process under which a book cash overdraft may exist for our primary disbursement accounts. These overdrafts represent un-cleared checks in excess of cash balances in bank accounts at the end of the reporting period and have been reclassified to accounts payable on the consolidated balance sheets. We transfer cash on an as-needed basis to fund clearing checks.

(f) Revenue Recognition

Merchandise and rental asset revenues are recognized at the point of sale or rental or at the time merchandise is shipped to the customer. Additionally, revenues are presented net of estimated returns and exclude all sales taxes. An allowance has been established to provide for expected merchandise returns.

We reduce our rental revenue through reserves for the estimated utilization of early return credits received by renters for early return of rentals. The reserve is relieved upon the redemption of these early return credits.

We provide our customers with the opportunity to trade in used DVDs, video games, CDs and books in exchange for cash consideration or store credit in the form of a gift card. Used merchandise inventory is recorded at a cost equal to the cash offer to the customer. If a customer chooses store credit, a gift card is issued for the amount of the cash offer plus a premium. Premiums associated with gift cards issued as a result of trade-in transactions are recorded as a reduction of revenue in the period in which the related gift cards are redeemed.

(g) Gift Cards and 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

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time of sale of such cards with the costs of designing, printing and distributing the cards recorded as expense as incurred. Revenue from sales of gift cards is recognized when the gift card is redeemed by the customer, or the likelihood of a gift card being redeemed by the customer is remote (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. For fiscal 2013, 2012 and 2011, we recorded approximately $0.3 million, ($0.1) million and $0.8 million, respectively, of revenue related to gift card breakage. During fiscal 2012, we discontinued recognition of gift card breakage for our Colorado stores per state escheat laws and we decreased the overall gift card breakage percentage, causing a negative amount for the fiscal year. Unredeemed gift cards, net of estimated gift card breakage, approximated $11.9 million at January 31, 2014 and $11.6 million at January 31, 2013.

(h) Merchandise Inventories

Merchandise inventories are recorded at the lower of cost, which approximates the first-in, first-out (“FIFO”) method, or market. Amounts are presented net of an allowance for shrinkage and obsolescence.

Expenses included in cost of revenues include cost of product purchased from vendors; rental asset depreciation expense; revenue-sharing payments; shrinkage; inventory markdowns and write-offs; freight charges; receiving costs; inspection costs; and internal transfer costs. In addition, we include in cost of revenues all expenses associated with our distribution center, including freight, warehouse personnel costs, supplies, maintenance, depreciation, occupancy, property tax, and utility costs, in addition to costs associated with our returns center, including vendor refused product, handling charges, return fees, freight, return center personnel costs, supplies, maintenance, depreciation, rent and utilities. We include occupancy costs for retail locations in Selling, General and Administrative (“SG&A”) expenses.

We transfer rental assets that have been converted to previously viewed titles for sale, from ‘Rental Assets’ to ‘Merchandise Inventories.’ The transfer to ‘Merchandise Inventories’ is recorded at the time of conversion, which is the first date the product is made available for sale. During fiscal 2013, 2012, and 2011, $4.4 million, $5.2 million, and $10.3 million, respectively, were transferred from rental assets to merchandise inventory at the lower of net book value or market.

Merchandise inventory owned by us is generally returnable based upon return agreements with our merchandise vendors. We continually return merchandise to vendors based on, among other factors, current and projected sales trends, overstock situations, authorized return timelines or changes in product offerings. At the end of any reporting period, in order to appropriately match the costs associated with the return of merchandise with the process of returning such merchandise, returns expense accruals are required for inventory that has been returned to vendors, is in the process of being returned to vendors, or has been identified to be returned to vendors. These costs can include freight, valuation and quantity differences, and other fees charged by a vendor. To accrue for such costs and estimate this allowance, we utilize historical experience adjusted for significant estimated or contractual modifications. Certain adjustments to the allowance can have a material effect on the financial results of an annual or interim period. There were no material adjustments in fiscal 2013, 2012, or 2011.

(i) Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method, except for rental assets, which are depreciated using an accelerated depreciation method. The cost of property and equipment includes the purchase price and all direct incremental expenditures necessary to render the asset suitable for its intended use and location.Furniture, fixtures, equipment and software are depreciated over their estimated useful lives of three to five years. Leasehold improvements are amortized over the shorter of the related lease term or their estimated useful lives.

Expenditures for maintenance, repairs and renewals that do not materially extend the original useful lives of assets are charged to expense as incurred.

We evaluate underperforming 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

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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 as well as certain other property and equipment is subject to impairment write-down.

(j) Rental Asset Depreciation

Rental assets, except for initial purchases for new stores, are depreciated using an accelerated method over six months or nine months. The initial purchases of rental assets for new stores are depreciated over 36 months using the straight-line method. Rental assets, which include DVDs, Blu-rays, 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.

(k) Financial Instruments

Our financial instruments include cash and cash equivalents, available for sale investments related to our non-qualified supplemental executive retirement plan, accounts payable, and long-term debt. The fair value of cash and cash equivalents and accounts payable approximates carrying values due to their short-term duration. See Note 7 Fair Value Measurements for discussion of the fair value of the available for sale investments and long-term debt.

(l) Stock Based Compensation

Determining the amount of stock-based compensation expense 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 and 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.

· Expected dividend yield – The estimated rate based on the stock’s current market price and forecasted dividend payout.

Our stock price volatility and expected option lives involve management’s best estimates at the time the valuation is conducted, 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 units. The grant date fair value of restricted stock units is equal to the average of the opening and closing stock price on the day on which they are granted.

(m) Advertising Costs

Advertising costs for newspaper, television and other media are expensed as incurred. Advertising expenses, net of reimbursement allowances from vendors, for fiscal years 2013, 2012, and 2011 were $4.4 million, $6.0 million, and $7.2 million, respectively.

We receive payments and credits from vendors pursuant to cooperative advertising programs and display allowance agreements. During fiscal years 2013, 2012, and 2011, we received a total of approximately $6.2 million, $6.6 million, and $6.7 million, respectively, for such payments and credits. To the extent

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such payments are a reimbursement for a specific incremental and identifiable cost such amounts are recorded as a reduction in SG&A expenses at the time the associated advertisement is publicly released. The remainder of these payments and allowances are recorded as a reduction of merchandise inventory and the cost of rental assets and recognized in income as the related product is sold or rented.

(n) Earnings Per Share

Basic earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is similarly computed, but includes the dilutive effect of stock-based awards.

(o) Use of Management 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.

(p) Impact of Recently Issued Accounting Standards

During February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-02: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (“GAAP”) to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (for example, inventory) instead of directly to income or expense in the same reporting period.  

In July 2013, the Financial Accounting Standards Board issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires unrecognized tax benefits to be presented as a decrease in a net operating loss, similar tax loss or tax credit carryforward if certain criteria are met. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s consolidated financial statements.

(2) Merchandise Inventories

Merchandise inventories consist of the following:

	January 31,
	2014		2013
Books	$	41,623		$	47,537
Videos		37,921			39,171
Video Games		13,758			12,570
Music		18,092			19,631
Trends		24,237			18,232
Consumer Electronics		13,790			10,183
Other		6,390			1,851
		155,811			149,175
Less allowance for inventory shrinkage and obsolescence		3,673			3,838
	$	152,138		$	145,337

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During fiscal 2013 and 2012, we purchased approximately 21% and 18%, respectively, of all products (defined herein as merchandise inventories and rental assets) from our top three vendors.

(3) Property and Equipment

Property and equipment consist of the following:

	January 31,
	2014		2013
Furniture, equipment and software	$	191,465	$	188,438
Leasehold improvements		68,100		69,855
Buildings and land		258		258
Work in progress		360		1,016
		260,183		259,567
Less accumulated depreciation		230,971		227,468
Property and equipment, net	$	29,212	$	32,099

During fiscal 2013, 2012, and 2011, we recorded impairment charges of approximately $0.3 million, $1.4 million, and $0.8 million, respectively, which are included in SG&A expenses. See Note 7 on Fair Value Measurements for a discussion of the inputs used to estimate the fair value of store assets and the related impairment charges.

(4) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	January 31,
	2014		2013
Deferred gift card revenue	$	11,885	$	11,610
Salaries, vacation, bonus and benefits		4,956		4,604
Supplemental executive retirement plan		1,607		—
Early return credit reserve		1,567		1,741
Real property tax		1,533		1,354
Short term lease obligations		1,190		1,814
Sales taxes payable		930		1,052
Allowance for cost of inventory returns		597		813
State income tax payable		332		754
Other accrued expenses		3,762		3,654
Total	$	28,359	$	27,396

Merchandise inventories that are not sold generally can be returned to the vendors. The allowance for cost of inventory returns represents estimated costs related to merchandise returned or to be returned to vendors for which credit from the vendor is pending. Because the amount of credit to be received requires estimation, it is reasonably possible that our estimate of the ultimate settlement with our vendors may change in the near term. See Note 1 Merchandise Inventories for additional discussion.

Deferred gift card revenue as of the end of each period reflects our estimate of breakage on previously issued and sold gift cards.

(5) 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.

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Amounts in “Accrued expenses and other current liabilities” and “Other liabilities” at January 31, 2014 included the current and long-term portions, respectively, of accruals for the net present value of future minimum lease payments, net of estimated sublease income, attributable to closed stores. Expenses related to store closings are included in SG&A expenses.

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

	Store Closing Reserve
Balance at January 31, 2012	$	2,558
Additions to provision		—
Changes in estimates		339
Cash outlay, net		(792	)
Balance at January 31, 2013	$	2,105
Additions to provision		—
Changes in estimates		382
Cash outlay, net		(1,374	)
Balance at January 31, 2014	$	1,113

(6) Long-term Debt

On January 31, 2014 and January 31, 2013, the outstanding borrowings on our revolving credit facility were $51.7 million and $41.8 million, respectively.

We have entered into an Amended and Restated Loan and Security Agreement with Bank of America, N.A., as agent (as subsequently amended, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility of $115 million, allows for the payment of dividends, has a maturity date of January 4, 2017, and provides that we may repurchase up to $10.0 million worth of our common stock. The Credit Agreement also provides that we may repurchase additional shares of our common stock in the event we meet certain criteria set forth in the Credit Agreement. The Credit Agreement includes certain debt and acquisition limitations and requires a minimum Availability (as defined in the Credit Agreement) that is greater than or equal to $10.0 million at all times. Our obligations under the Credit 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 Credit 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 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 (each term as defined in the Credit Agreement), 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 Credit 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 Credit 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 Credit 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 January 31, 2014, was approximately $0.8 million, which reduces the excess availability under the Credit Agreement.

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At January 31, 2014, we had approximately $49.7 million in excess availability, after the availability reserve, under the Credit Agreement. The average rate of interest incurred for both fiscal years ended January 31, 2014 and 2013 was 2.5%.  Deferred financing costs that were amortized into interest expense during the fiscal years ended January 31, 2014 and 2013 are excluded from the calculation of the average rate of interest for the respective period.

(7) Fair Value Measurements

We account for certain assets and liabilities at fair value on either a recurring or non-recurring basis. 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 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.

At January 31, 2014 and 2013, we had approximately $1.9 million and $2.1 million, respectively, in assets that are carried at fair value on a recurring basis. These assets 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.

During fiscal 2013, 2012 and 2011, we recognized charges for non-financial assets measured at fair value on a non-recurring basis, related to our store asset impairments. The store asset impairment calculation compared the carrying amount of property and equipment to the individual stores’ fair values based on projected cash flows that we estimated would be used by a market participant in valuing these assets, a Level 3 input. Projected cash flows consist of store level EBIT which is then adjusted for depreciation and corporate overhead allocation and then multiplied by the remaining lease life to arrive at projected cash flows for impairment analysis purposes.

During fiscal 2013, 2012 and 2011, we also recognized charges for non-financial liabilities measured at fair value on a non-recurring basis, related to our store closing reserve. Amounts recognized included accruals for the net present value of minimum lease payments, net of estimated sublease income, attributable to closed stores. These inputs are classified as Level 3 inputs.

The carrying value of our long-term debt approximates its fair value as of January 31, 2014 and 2013, due to the instrument bearing interest at variable rates that are comparable to what is currently available to us. On January 4, 2013, we entered into an amendment to our Credit Agreement, at which time our current interest rates were determined. See Note 6 on Debt for a more detailed discussion of the Credit Agreement.

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(8) Leases

We lease retail space under operating leases with terms ranging from five to fifteen years, with certain leases containing renewal options. Renewal options are typically for five years and contain terms similar to those of the original lease. Lease agreements generally provide for minimum rentals. Some leases also include additional contingent rental amounts based upon specified percentages of sales above predetermined levels. Rental costs associated with operating leases that are incurred during a construction period are recognized as rental expense. Rental expense for operating leases is comprised of the following:

	Fiscal Year
	2013			2012			2011
Minimum rentals	$	25,409		$	26,125		$	27,253
Contingent rentals		17			31			37
Less sublease income		(111	)		(145	)		(71	)
Rental expense	$	25,315		$	26,011		$	27,219

Future minimum lease payments under non-cancelable operating leases as of January 31, 2014 are:

2014	$	25,724
2015		22,868
2016		20,726
2017		18,623
2018		15,296
Thereafter		25,396
Total minimum lease payments		128,633
Less sublease income		—
Net minimum lease payments under operating leases	$	128,633

(9) Income Taxes

Income tax expense (benefit) is comprised of the following:

	Fiscal Year
	2013			2012		2011
Current federal	$	—		$	—	$	(3,124	)
Current state and local		(254	)		289		283
Deferred federal, state, and local		10			8		7,725
	$	(244	)	$	297	$	4,884

The difference between expected federal income tax expense based upon statutory rates and actual income tax expense is as follows:

	Fiscal Year
	2013					2012					2011
Expected federal income tax benefit at statutory rate	$	(3,545	)	(34.0	%)	$	(3,065	)	(34.0	%)	$	(4,316	)	(34.0	%)
State and local income tax benefits, net of federal income tax effect		(140	)	(1.3	%)		(86	)	(1.0	%)		(164	)	(1.3	%)
Valuation allowance		3,729		35.8	%		3,189		35.4	%		8,617		67.9	%
Return to provision adjustment		—		0.0	%		38		0.4	%		485		3.8	%
Other		(288)		(2.8	%)		221		2.5	%		262		2.1	%
	$	(244)		(2.3	%)	$	297		3.3	%	$	4,884		38.5	%

Deferred income taxes have been established based upon the temporary differences between the financial statement and income tax bases of assets and liabilities. The reversal of the temporary differences will result in

48

taxable or deductible amounts in future years when the related asset or liability is recovered or settled. 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 that it was more likely than not that our deferred tax assets will not be realized. As such, we established a valuation allowance of approximately $8.6 million as of January 31, 2012, which has increased to $14.3 million by January 31, 2014. We 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. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

	Fiscal Year
	2013			2012
Deferred tax assets:
Deferred gift card revenue	$	3,604		$	3,410
Deferred rent and lease incentives		1,993			2,122
Inventories		2,212			1,439
Property and equipment		6,500			6,385
Abandoned leases		417			789
Operating loss carryforwards		2,484			422
Other		2,006			2,250
Total deferred tax assets		19,216			16,817
Valuation allowance		(14,357	)		(11,019	)
Net deferred tax assets		4,859			5,798
Deferred tax liabilities:
Rental assets		(4,919	)		(5,848	)
Total deferred tax liabilities		(4,919	)		(5,848	)
Net deferred tax liabilities	$	(60	)	$	(50	)

Included in total deferred tax assets are net U.S. operating loss carryforwards of $11.4 million that expire in fiscal years 2030-2032.

We follow the provisions of ASC 740, Income Taxes, which clarifies the accounting and disclosure for uncertainty in income taxes. Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits relating to uncertain tax positions, which are recorded in our Consolidated Balance Sheets.

	Fiscal Year
	2013		2012		2011
Unrecognized tax positions at beginning of period	$	186	$	186	$	186
Increases in tax positions from prior years		—		—		—
Decreases in tax positions from prior years		181		—		—
Increases in tax positions from current year		—		—		—
Settlements with taxing authorities		—		—		—
Lapse in statute of limitations		—		—		—
Unrecognized tax positions at end of period	$	5	$	186	$	186

As of January 31, 2014 and January 31, 2013, the Company had unrecognized tax benefits related to certain state jurisdictions in the amount of approximately $5,000 and $186,000, respectively. If recognized, this amount would result in a favorable effect on our effective tax rate.

We classify interest expense and penalties related to our uncertain tax positions as a component of income tax expense in the statement of operations. As of January 31, 2014 and 2013, we had current liabilities for penalties and interest in the amount of approximately $6,000 and $284,000, respectively. We recognized approximately $(278,000), $12,000, and $12,000 of interest and penalties as a component of income tax during each of the fiscal years ended January 31, 2014, 2013, and 2012, respectively.

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Hastings and its subsidiary file a consolidated U.S. Federal income tax return as well as separate, unitary and combined income tax returns in several state jurisdictions. The Company has substantially concluded all federal income tax matters and is no longer subject to U.S. federal income tax examination by tax authorities for fiscal years prior to fiscal 2011. State jurisdictions have statutes of limitations generally ranging from three to five years.

(10) Other Comprehensive Income

Changes in the balances of each component of other comprehensive income (“OCI”) included in accumulated OCI for the year ended January 31, 2014 are presented below. All amounts are net of tax.

	Net Unrealized Gain (Loss) on Available-for Sale Securities in Supplemental Executive Retirement Plan
Balance at January 31, 2013	$	247
Other comprehensive income before reclassifications		143
Amounts reclassified from accumulated OCI, included in Other Income (Expense)		(43	)
Balance as of January 31, 2014	$	347

(11) Earnings (Loss) Per Share

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

	Fiscal Year
	2013			2012			2011
Net income (loss)	$	(10,183	)	$	(9,313	)	$	(17,579	)
Average shares outstanding:
Basic		8,142			8,202			8,556
Diluted		8,142			8,202			8,556
Earnings (loss) per share:
Basic	$	(1.25	)	$	(1.14	)	$	(2.05	)
Diluted	$	(1.25	)	$	(1.14	)	$	(2.05	)

Options to purchase 520,777, 782,443, and 655,083 shares of common stock outstanding at January 31, 2014, 2013, and 2012, respectively, were not included in the computation of diluted income per share because their inclusion would have been anti-dilutive.

(12) Benefit Plans

Our 401(k) plan permits full-time employees who have attained age 21 and part-time employees who have worked a minimum of 1,000 hours in a year and have attained age 21 to participate in the 401(k) plan and elect to contribute up to 25% of their salary, subject to federal limitations, to the plan. Employer contributions include a quarterly guaranteed match of 25% of employee contributions up to a maximum of 6% deferral of compensation and are allocated solely to those employees who are participating in the plan and are employed on the last day of the plan quarter or who became disabled or have died or retired during the plan quarter. Also included is a discretionary match based on specific criteria reviewed every fiscal six-month period by management and approved by the Board of Directors. This discretionary match is allocated solely to those employees who are participating in the plan and are employed on the last day of the six-month period. Discretionary matching amounts are not material to the financial statements or results of operations. Amounts expensed related to the 401(k) plan were approximately $0.2 million, $0.3 million, and $0.2 million for fiscal 2013, 2012, and 2011, respectively.

Our Associate Stock Ownership Plan (“ASOP”) permits full-time employees who have attained age 21 and completed one year of service and part-time employees who have worked a minimum of 1,000 hours in a year

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and have attained age 21 to participate in the ASOP. Employer contributions are determined at the discretion of the Board of Directors. The Board of Directors elected not to contribute to the ASOP during fiscal years 2013, 2012 or 2011, nor do they plan to contribute to the plan during fiscal 2014. The contribution is based on a percentage of participants’ eligible compensation. Common shares held by the ASOP were 323,266, 350,372, and 352,414, at January 31, 2014, 2013, and 2012, respectively. Shares issued and held under the ASOP are included as outstanding shares for the purposes of calculating earnings per share.

Until February 25, 2013, we maintained a defined contribution supplemental executive retirement plan (“SERP”). The SERP provided eligible executives with supplemental pension benefits in addition to amounts received under our other retirement plans. Annual contributions ranged from 5% to 10% of base pay plus bonus depending upon the participant’s age. For each of the five plan years beginning January 1, 2006 and ending December 31, 2010, we contributed, as a transitional contribution, an additional 10% of base pay plus bonus for participants, the sum of whose age and service with the Company was at least 60 on January 1, 2006. Contributions into the SERP were invested in available-for-sale securities. As of January 31, 2014, we had approximately $1.9 million in SERP assets, which are recorded at fair value on the consolidated balance sheets in “Current Assets.” As of January 31, 2013, we had approximately $2.1 million in SERP assets, which were recorded at fair value on the consolidated balance sheets in “Other Assets.” The SERP accounts vested on the earliest occurrence of (i) the date the sum of the participant’s age and service with the Company equals 60, (ii) the participant’s death, (iii) the participant’s disability, (iv) the date of involuntary termination occurring within two years from the date of a change in control, or (v) the date the participant’s employment is terminated without cause, all as defined in the SERP. We recorded expenses related to the SERP of approximately $0.1 million, $0.3 million and $0.2 million during the fiscal years ended January 31, 2014, 2013, and 2012, respectively. As of February 25, 2013, the Board of Directors elected to terminate the SERP. The SERP assets were distributed in September 2013 to the four officers who were terminated as a result of the February 2013 restructuring, and the remaining SERP assets were distributed in February 2014.

(13) Shareholders’ Equity

We have three stock award plans: the 2006 and 2010 Incentive Stock Plans; and the 2012 Outside Directors Plans (for non-employee directors). A total of 500,000 shares may be granted under each of the 2006 and 2010 Incentive Stock Plans and 50,000 shares may be granted under the 2012 Outside Directors Plan. As of January 31, 2014, we had 296,396 shares available for future grants under all stock award plans.

The 2006 and 2010 Incentive Stock Plans and the 2012 Outside Directors Plan (for non-employee directors only) authorize the award of both incentive stock options and non-qualified stock options to purchase common stock to officers, other associates and directors of the Company. The exercise price per share of incentive stock options may not be less than the market price of our common stock on the date the option is granted. The term of each option is determined by the Board of Directors and generally will not exceed ten years from the date of grant. In general, each option award vests at twenty percent per year over five years.

The 2006 and 2010 Incentive Stock Plans and the 2012 Outside Directors Plan (for non-employee directors only) also authorize the granting of stock appreciation rights, restricted stock, dividend equivalent rights, stock awards, and other stock-based awards to officers, other associates, directors, and consultants of the Company.

We also have one stock grant plan, the 2012 Stock Grant Plan for Outside Directors, which authorizes the granting of shares of stock to outside directors. We issue annual grants of shares of common stock valued at $10,000 per outside director from this plan. As of January 31, 2014, we have 20,180 shares remaining under the 2012 Stock Grant Plan for Outside Directors.

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 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

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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.

We did not pay any dividend during the fiscal year ending January 31, 2014.  An annual dividend of $0.02 per share and a special dividend of $0.35 per share were paid during the fiscal year ending January 31, 2013.  Under the Merger Agreement described under the heading “Merger Agreement” in Item 1 of this Annual Report on Form 10-K, the Company is not permitted to pay dividends without Parent’s consent..

(14) Stock-Based Compensation

Compensation expense for all stock option awards is measured at fair value on the date of the grant and such cost is recognized over the service period for awards that are expected to vest. The fair value of restricted stock units is based on the number of shares granted and the average of the opening and closing stock price on the day on which they are granted. We use the Black-Scholes valuation model in order to determine the fair value of stock option grants on the date of grant.

Stock Options

Under our incentive stock plans, options may be granted to directors, officers and associates with an exercise price equal to the fair market value of our common stock on the date of grant. Stock option grants generally vest ratably over five years and expire within ten years after the date of grant. Shares issued upon exercise of options are issued from treasury shares.

The following assumptions were used in the calculation of fair value:

	Fiscal Year
	2013			2012			2011
Expected dividend yield		0.51	%		0.94	%		—
Risk-free interest rate		1.24	%		0.75	%		1.53	%
Expected life in years		5.00			5.44			5.00
Historical Volatility		0.57			0.51			0.51

A summary of information with respect to stock option plans for fiscal years 2013, 2012, and 2011, and changes during the periods then ended, is presented below.

	Options (in actual shares)			Weighted- average exercise price
Outstanding at January 31, 2011		777,193		$	4.54
Granted		10,120			4.06
Exercised		(12,530	)		2.99
Forfeited and expired		(119,700	)		3.88
Outstanding at January 31, 2012		655,083		$	4.68
Granted		140,420			2.08
Exercised		—			—
Forfeited and expired		(13,060	)		5.17
Outstanding at January 31, 2013		782,443		$	4.21
Granted		10,120			3.85
Exercised		(25,000)			2.30
Forfeited and expired		(246,786	)		3.63
Outstanding at January 31, 2014		520,777		$	4.57

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The total intrinsic value of stock options exercised for the fiscal years ended January 31, 2014, 2013 and 2012 was approximately $4,000, $0, and $7,000, respectively. The total fair value of stock options granted for the fiscal years ended January 31, 2014, 2013 and 2012 was approximately $18,000, $129,000 and $19,000, respectively. The total fair value of stock option shares vested during the fiscal years ended January 31, 2014, 2013 and 2012 was approximately $162,000, $210,000 and $241,000, respectively.

As of January 31, 2014 and 2013, we had a total of 157,054 options with a weighted average exercise price of $3.63 and 309,994 options with a weighted average exercise price of $3.90, respectively, that were unvested.

Due to a corporate restructuring initiated on February 15, 2013, options of certain terminated associates were forfeited and are no longer considered outstanding.

At January 31, 2014, the options outstanding, both exercisable and unexercisable, and their related weighted-average exercise price, and the weighted-average remaining contractual life for the ranges of exercise prices are shown in the table below.

	Options		Weighted- average exercise price		Weighted- average remaining contractual life		Aggregate intrinsic value
Range: $1.69 to $4.99
Options outstanding and exercisable at January 31, 2014		182,967	$	3.18		5.02 years	$	—
Options outstanding and unexercisable at January 31, 2014		117,006	$	2.62		8.40 years	$	—
Range: $5.00 to $8.70
Options outstanding and exercisable at January 31, 2014		180,756	$	6.79		3.83 years	$	—
Options outstanding and unexercisable at January 31, 2014		40,048	$	6.57		6.79 years	$	—

At January 31, 2014, the number of options exercisable was 363,723 and the weighted-average exercise price of those options was $4.97.

The per share weighted-average exercise price and the per share weighted-average fair value of stock options at the date of grant, using the Black-Scholes option-pricing model are as follows:

	Weighted Average Exercise price for Fiscal Year						Weighted Average Fair value for Fiscal Year
	2013		2012		2011		2013		2012		2011
Options granted at market price	$	3.85	$	2.05	$	4.06	$	1.83	$	0.87	$	1.85
Options granted at prices exceeding market price	$	—	$	2.26	$	—	$	—	$	0.68	$	—
Total options granted	$	3.85	$	2.08	$	4.06	$	1.83	$	0.84	$	1.85

Restricted Stock Awards

Restricted stock awards, including restricted stock units and performance-based restricted stock awards, may be granted to eligible directors, officers, and associates with a grant date fair value equal to the average of the opening and closing stock price of our common stock on the day on which they are granted. Restricted stock units entitle the grantee to receive shares of stock at the end of a vesting period, based solely on the grantee’s continuing employment. Restricted stock units will typically vest ratably over two years from the date of grant. Performance-based restricted stock awards have specific performance conditions that must be met before shares will be issued. Once issued, the shares typically vest ratably over two years from the date the performance conditions are achieved. Compensation expense for performance-based restricted stock awards is recognized from the date of grant through the vesting date, once it is deemed probable that the performance conditions will be met.

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A summary of information with respect to restricted stock awards for fiscal years 2013, 2012, and 2011, and changes during the periods then ended, is presented below.

	Awards(in actual shares)			Weighted-average grant date fair value
Outstanding at January 31, 2011		315,282		$	5.83
Granted		—			—
Vested		(191,324	)		5.46
Forfeited and expired		(45,208	)		5.94
Outstanding at January 31, 2012		78,750		$	6.45
Granted		—			—
Vested		(78,750	)		2.00
Forfeited and expired		—			—
Outstanding at January 31, 2013		—		$	—
Granted		—			—
Vested		—			—
Forfeited and expired		—			—
Outstanding at January 31, 2014		—		$	—

(15) Supplemental Cash Flow Information

Cash payments for interest during fiscal 2013, 2012 and 2011 totaled $1.3 million, $1.3 million, and $1.4 million, respectively. Net cash payments (refunds) for income taxes during fiscal 2013, 2012 and 2011 totaled $0.2 million, ($5.3) million and ($0.2) million, respectively.

(16) Commitments and Contingencies

Revenue Sharing Agreements

The Company is obligated to pay certain studios minimum amounts associated with certain revenue-sharing agreements related to rental assets. As of January 31, 2014, such minimum future payments approximated $1.1 million, which are expected to be paid during fiscal 2014.

Legal Matters

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.

On March 28, 2014, a lawsuit challenging the Merger, captioned CV-00072-J—Andreas Oberegger and David A. Capps, directly and derivatively on behalf of Hastings Entertainment, Inc., v. Danny W. Gurr, Ann S. Lieff, Frank O. Marrs, John H. Marmaduke, Jeffrey G. Shrader, Draw Another Circle, LLC, Hendrix Acquisition Corp., Joel Weinshanker and National Entertainment Collectibles Association, Inc., as defendants, and Hastings Entertainment, Inc., as a nominal defendant, was filed in the United States District Court for the Northern District of Texas, Amarillo Division. The plaintiffs are purported shareholders of the Company and are alleging several claims in connection with the Merger Agreement and the transactions contemplated therein.  Plaintiffs allege, among other things, that the Merger contemplated in the Merger Agreement provides for insufficient consideration to be paid to the Company’s shareholders in exchange for their shares of the Company’s common stock, that the officers and directors of the Company breached their respective fiduciary duties in the course of negotiating and approving the Merger Agreement and that the other defendants aided and abetted such breach of fiduciary duties.  The lawsuit seeks to enjoin the Merger or rescind the Merger if it is consummated and compensatory damages in an unspecified amount.  The Company believes that the lawsuit was improperly and prematurely filed under Texas law.  On April 16, 2014, the Company filed a Motion to Dismiss the Action, and Parent, Merger Sub, NECA and Mr. Weinshanker filed a Joinder to this Motion to Dismiss the Action on April 18, 2014.  The Court has not yet ruled on the motion.  The Company’s management believes that the lawsuit’s allegations are without merit and intends to vigorously defend themselves.

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Prior to filing the lawsuit, the plaintiffs’ counsel sent the Company a demand letter dated March 20, 2014 demanding that the Board of Directors commence an action on behalf of the Company against the Directors.  The Board of Directors appointed a Special Committee composed of independent directors to review the plaintiffs’ allegations.  The Committee has not yet completed its review or made any determination as to what action, if any, should be taken in response to those allegations.

(17) Interim Financial Results (Unaudited)

Fiscal year 2013:	Quarter
	First			Second			Third			Fourth
Total revenues	$	109,128		$	95,781		$	94,672		$	136,381
Total cost of revenues		69,337			60,162			60,731			91,480
Gross profit		39,791			35,619			33,941			44,901
Selling, general and administrative expenses (1)		41,745			39,388			40,337			42,226
Operating income (loss)		(1,954)			(3,769	)		(6,396	)		2,675
Interest (expense) and other income, net		(193	)		(280	)		(234	)		(276	)
Income (loss) before taxes		(2,147)			(4,049	)		(6,630	)		2,399
Income tax expense (benefit)		59			54			(422)			65
Net income (loss)		(2,206)			(4,103	)		(6,208	)		2,334
Basic income (loss) per share(2)	$	(0.27)		$	(0.50	)	$	(0.76	)	$	0.29
Diluted income (loss) per share(2)	$	(0.27)		$	(0.50	)	$	(0.76	)	$	0.29

Fiscal year 2012:	Quarter
	First			Second			Third			Fourth
Total revenues	$	115,488		$	104,053		$	101,320		$	141,640
Total cost of revenues		73,044			64,088			65,053			93,844
Gross profit		42,443			39,965			36,267			47,796
Selling, general and administrative expenses (1)		41,290			43,035			43,957			46,178
Operating income (loss)		1,153			(3,070	)		(7,690	)		1,618
Interest (expense) and other income, net		(254	)		(220	)		(267	)		(285	)
Income (loss) before taxes		899			(3,290	)		(7,957	)		1,333
Income tax expense (benefit)		66			66			42			123
Net income (loss)		832			(3,356	)		(7,999	)		1,210
Basic income (loss) per share(2)	$	0.10		$	(0.41	)	$	(0.98	)	$	0.15
Diluted income (loss) per share(2)	$	0.10		$	(0.41	)	$	(0.98	)	$	0.15

(1) Includes approximately $0.1 million and $0.2 million in store asset impairment expense recognized in the second quarter and fourth quarter of fiscal 2013, respectively, $0.1 million and $0.2 million in abandoned lease expense recognized in the first quarter and third quarter of fiscal 2013, respectively, $0.1 million and $ 1.3 million in store asset impairment expense recognized in the third quarter and fourth quarter of fiscal 2012, respectively, $0.1 million and $0.2 million in abandoned lease expense recognized in the second quarter and fourth quarter of fiscal 2012, respectively.

(2)  Income (loss) per share is calculated from the weighted average common and common stock equivalents outstanding during each quarter, which may fluctuate, based on quarterly income levels and market prices. Therefore, the sum of income (loss) per share information for each quarter may not equal the total year amounts.

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(18) Subsequent Events

Merger Agreement

On March 17, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Draw Another Circle, LLC, a Delaware limited liability company (“Parent”), and Hendrix Acquisition Corp., a Texas corporation and a wholly owned subsidiary of Parent (“Merger Sub”), each of which are wholly-owned, directly or indirectly, by Mr. Joel Weinshanker. Pursuant to the Merger Agreement, subject to satisfaction or waiver of certain closing conditions, Merger Sub will merge with and into the Company (the “Merger”) with the Company continuing its existence under Texas law as the surviving entity in the Merger. Upon the completion of the Merger, the Company will be a wholly owned subsidiary of Parent.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company issued and outstanding as of immediately prior to the Effective Time (excluding any shares of its common stock held by Parent or its affiliates (including Merger Sub and National Entertainment Collectibles Association, Inc. (“NECA”)), any shares of common stock held by the Company in treasury or by any direct or indirect wholly owned subsidiary of the Company) will be automatically cancelled and converted into the right to receive $3.00 per share in cash, without interest (the “Merger Consideration”).

Additionally, at the Effective Time, each option to purchase shares of the Company’s common stock (each, a “Company Option”) that is outstanding immediately prior to the Effective Time will be cancelled and terminated and, to the extent any such Company Option is vested immediately prior to the Effective Time and held by a person other than Messrs. John Marmaduke, Dan Crow, Alan Van Ongevalle or Philip McConnell, will be converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of common stock then subject to such Company Option. “Option Consideration” means, with respect to any share of common stock issuable under each Company Option, an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable in respect of such share of the Company’s common stock issuable under the Company Option.

The Merger Agreement contains customary representations and warranties of the Company and Parent. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements limiting the Company’s ability  to engage in certain types of transactions, repurchase shares of its common stock, declare any dividends, in each case, during the period between the date of the signing of the Merger Agreement and the closing date of the Merger.

The Merger Agreement also contains certain termination rights for both the Company and Parent. Upon termination of the Merger Agreement, under certain circumstances, the Company may be required to pay Parent a termination fee equal to $850,000 or, subject to certain limitations, the amount of the documented out-of-pocket fees and expenses incurred by Parent, Merger Sub and their respective affiliates in connection with the transactions contemplated by the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a form of which is attached hereto as Exhibit 2.1 by reference to Exhibit 2.1 of our current report on Form 8-K filed with the SEC on March 18, 2014, and is incorporated herein by reference.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. 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 Exchange Act Rules 13a-15 and 15d-15 as of the end of the period covered by this Annual Report on Form 10-K. 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 Annual Report on Form 10-K 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 SEC and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Management has made a comprehensive review, evaluation and assessment of our internal control over financial reporting as of January 31, 2014. In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (1992 framework). In accordance with Section 404 of the Sarbanes-Oxley Act of 2002, management makes the following assertions:

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.

The Company’s management assessed the effectiveness of our internal control over financial reporting as of January 31, 2014. In making this assessment, it used the criteria set forth by COSO in Internal Control—Integrated Framework (1992 framework). Based on that assessment, we believe that, as of January 31, 2014, our internal control over financial reporting is effective, at the reasonable assurance level, based on those criteria.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting during our fiscal quarter ending January 31, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM  10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this item regarding our directors will be set forth in our Proxy Statement for our 2014 Annual Meeting of Shareholders, to be filed within 120 days after the end of fiscal 2013 (our “Proxy Statement”), under the heading “Proposal No. 1: Election of One Director,” which information is incorporated herein by reference. The information required by this item regarding our executive officers is set forth under the heading “Executive Officers of the Company” in Part I of this Annual Report on Form 10-K, which information is incorporated herein by reference.

Section 16(a) Beneficial Ownership Reporting Compliance

The information required by this item regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, will be set forth in our Proxy Statement under the heading “Compliance with Section 16(a) of the Securities Exchange Act of 1934,” which is incorporated herein by reference.

Code of Ethics and Other Corporate Governance Information

Information regarding our Code of Conduct and the name of the individual determined by the board to be the “audit committee financial expert” is included in our Proxy Statement, under the headings “Corporate Governance” and “Meetings and Committees of the Board,” respectively, which information is incorporated herein by reference.

ITEM  11. EXECUTIVE COMPENSATION.

The information required by this item will be set forth in our Proxy Statement under the headings “Executive Compensation,” “Executive Compensation - Director Compensation,” “Executive Compensation - Potential Payments Upon Termination or Change of Control,” and “Executive Compensation - Compensation Committee Interlocks and Insider Participation,” which information is incorporated herein by reference.

ITEM  12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this item will be set forth in our Proxy Statement under the headings, “Security Ownership” and “Equity Compensation Plan Information,” which information is incorporated herein by reference.

ITEM  13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item will be set forth in our Proxy Statement under the headings “Corporate Governance” and “Certain Relationships and Related Transactions,” which information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item will be set forth in our Proxy Statement under the heading “Independent Registered Public Accountant Fees and Services,” which information is incorporated herein by reference.

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PART IV

PART IV

ITEM  15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)	1.	The following consolidated financial statements of the Company are included in Part II, Item 8:
		Report of Independent Registered Public Accounting Firm	35
		Consolidated Balance Sheets as of January 31, 2014 and 2013	36
		Consolidated Statements of Operations for the years ended January 31, 2014, 2013, and 2012	37
		Consolidated Statements of Comprehensive Income (Loss) for the years ended January 31, 2014, 2013, and 2012	38
		Consolidated Statements of Shareholders’ Equity for the years ended January 31, 2014, 2013, and 2012	39
		Consolidated Statements of Cash Flows for the years ended January 31, 2014, 2013, and 2012	40
		Notes to Consolidated Financial Statements	41
	2.	The following financial statement schedule and other information required to be filed by Items 8 and 15(d) of Form 10-K are included in Part IV:
		Financial Statement Schedule II - Valuation and Qualifying Accounts and Reserves	64
		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 601of 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 Annual Report on Form 10-K.

Exhibit Number			Description
2.1		(1)	Agreement and Plan of Merger by and among the Company, Draw Another Circle, LLC and Hendrix Acquisition Corp., dated as of March 17, 2014.
3.1		(2)	Third Restated Articles of Incorporation of the Company.
3.1		(3)	Amended and Restated Bylaws of the Company.
4.1		(4)	Specimen of Certificate of Common Stock of the Company.
4.2		(2)	Third Restated Articles of Incorporation of the Company (see 3.1 above).
4.3		(3)	Amended and Restated Bylaws of the Company (see 3.1 above).
10.1		(5)	Form of Indemnification Agreement by and between the Company and its directors and executive officers.
10.2	*	(6)	Hastings Amended 1996 Incentive Stock Plan.
10.3	*	(7)	Hastings 1994 Stock Option Plan.
10.4	*	(8)	Hastings 1991 Stock Option Plan.
10.5	*	(9)	Hastings Entertainment, Inc. Associates’ 401(k) Plan and Trust.
10.6	*	(10)	Hastings Employee Stock Ownership Plan Trust Agreement.
10.7	*	(11)	Chief Executive Officer Stock Option, as amended.
10.8	*	(12)	Corporate Officer Incentive Plan.

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10.9	*	(13)	Management Stock Purchase Plan.
10.10	*	(14)	Management Incentive Plan.
10.11	*	(15)	Salary Incentive Plan.
10.12	*	(16)	Hastings Entertainment, Inc. Stock Option Plan for Outside Directors.
10.13	*	(17)	Agreement, dated January 31, 2001 between John H. Marmaduke and the Company
10.14		(18)	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.
10.15		(19)	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.
10.16	*	(20)	Stock Grant Plan for Outside Directors.
10.17	*	(21)	Form of Employment Agreement by and between the Company and certain of its executives.
10.18		(22)	Amended Lease Agreement, dated October 13, 1999, between Omni Capital Corporation and the Company, for office space located at Sunset Center in Amarillo, Texas.
10.19		(23)	International Swap Dealers Association, Inc. Master Agreement between Hastings Entertainment, Inc. and Fleet National Bank.
10.20		(24)	Employment Agreement with Michael Rigby, dated December 5, 2005.
10.21		(25)	Amendments to the Employment Agreement by and between the Company and Dan Crow, dated August 1, 2008.
10.22		(25)	Amendments to the Employment Agreement by and between the Company and Alan Van Ongevalle (as described in the Form 8-K filed by the Company on February 9, 2007), dated August 1, 2008.
10.27		(25)	Amendments to the Employment Agreement by and between the Company and Philip McConnell (as described in the Form 8-K filed by the Company on June 12, 2006), dated August 1, 2008.
10.28		(26)	Amendments to the Employment Agreement by and between the Company and John H Marmaduke, dated February 1, 2009.
10.29		(27)	Stock transfer agreement between the Company and the John H. Marmaduke Family Limited Partnership.
10.30		(29)	Amended and Restated Loan and Security Agreement, dated as of July 22, 2010, by and between Hastings Entertainment, Inc. and Bank of America, N.A., acting in its capacity as agent for various lenders identified therein.
10.31		(31)	Employment Agreement by and between the Company and Scott Voth, dated January 5, 2011.
10.32		(30)	First Amendment to Amended and Restated Loan Agreement, dated as of July 21, 2011, by and between Hastings Entertainment, Inc. and Bank of America, N.A., acting in its capacity as agent for various lenders identified therein.
10.33		(31)	Second Amendment to Amended and Restated Loan Agreement, dated as of January 4, 2013, by and between Hastings Entertainment, Inc. and Bank of America, N.A., acting in its capacity as agent for various lenders identified therein.

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10.34	(1)	Separation Agreement by and between Hastings Entertainment, Inc. and John H. Marmaduke, dated as of March 17, 2014.
10.35	(1)	Separation Agreement by and between Hastings Entertainment, Inc. and Dan Crow, dated as of March 17, 2014.
10.36	(1)	Waiver and Amendment to the Employment Agreement by and between Hastings Entertainment, Inc. and Alan Van Ongevalle, dated as of March 17, 2014.
10.37	(1)	Waiver and Amendment to the Employment Agreement by and between Hastings Entertainment, Inc. and Philip McConnell, dated as of March 17, 2014.
21.1	(28)	Subsidiaries of the Company.
23.1	(32)	Consent of Ernst & Young LLP.
24.1	(32)	Powers of Attorney (included on signature page).
31.1	(32)	Certification of Chief Executive Officer of Registrant Pursuant to SEC Rule 13a-14(a)/15d-14(a).
31.2	(32)	Certification of Chief Financial Officer of Registrant Pursuant to SEC Rule 13a-14(a)/15d-14(a).
32.1	(32)	Certification of Chief Executive Officer and Chief Financial Officer of Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	(32)	XBRL Instance Document
101.SCH	(32)	XBRL Taxonomy Extension Schema
101.CAL	(32)	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	(32)	XBRL Taxonomy Extension Definition Linkbase
101.LAB	(32)	XBRL Taxonomy Extension Label Linkbase
101.PRE	(32)	XBRL Taxonomy Extension Presentation Linkbase

(1) Previously filed as Exhibit to the Company’s Form 8-K (File No. 000-24381) filed on March 18, 2014, and incorporated herein by reference.

(2) Previously filed Exhibit 3.1 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(3) Previously filed as an exhibit to the Company’s Form 8-K (File No. 000-24381) filed on January 17, 2008, and incorporated herein by reference.

(4) Previously filed as Exhibit 4.1 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.

(5) Previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(6) Previously filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(7) Previously filed as Exhibit 10.5 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.

61

(8) Previously filed as Exhibit 10.6 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.

(9) Previously filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(10) Previously filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(11) Previously filed as Exhibit 10.9 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.

(12) Previously filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(13) Previously filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(14) Previously filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(15) Previously filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(16) Previously filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(17) Previously filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2001, and incorporated herein by reference.

(18) Previously filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A, dated June 11, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(19) Previously filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1, dated March 13, 1998 (File No. 333-47969) and with a corresponding exhibit number herein and are incorporated herein by reference.

(20) Previously filed as Exhibit 10.21 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.

(21) Previously filed as Exhibit 10.20 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.

(22) Previously filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended January 31, 2000, and incorporated herein by reference.

(23) Previously filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2002, and incorporated herein by reference.

(24) Previously filed as an exhibit (with an exhibit number corresponding to the one used in the above table) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2007, and incorporated herein by reference.

(25) Previously filed as an exhibit (with an exhibit number corresponding to the one used in the above table) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, and incorporated herein by reference

(26) Previously filed as Exhibit 99.1 to the Company’s Form 8-K (File No. 000-24381) filed on April 16, 2009, and incorporated herein by reference.

(27) Previously filed as Exhibit 10.1 to the Company’s Form 8-K (File No. 000-24381) filed December 4, 2009, and incorporated herein by reference.

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(28) Previously filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010, as amended, and incorporated herein by reference.

(29) Previously filed as an exhibit (with an exhibit number corresponding to the one used in the above table) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2011, and incorporated herein by reference.

(30) Previously filed as Exhibit 10.1 to the Company’s Form 8-K (File No. 000-24381) filed July 26, 2011, and incorporated herein by reference.

(31) Previously filed as Exhibit 10.1 to the Company’s Form 8-K (File No. 000-24381) filed January 7, 2013 and incorporated herein by reference.

(32) Filed herewith.

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Financial Statement Schedule II –

HASTINGS ENTERTAINMENT, INC.

Valuation and Qualifying Accounts and Reserves

Years Ended January 31, 2014, 2013 and 2012

(Amounts in thousands)

	Fiscal Year
	2013			2012			2011
Reserves deducted from assets:
Allowance for shrinkage and inventory obsolescence:
Balance at the beginning of period	$	4,164		$	5,348		$	6,374
Additions charged to costs and expenses		8,992			9,079			11,711
Deductions for write-offs		(9,243	)		(10,263	)		(12,737	)
Balance at end of period	$	3,913		$	4,164		$	5,348
Reserves added to liabilities:
Allowance for costs of inventory returns:
Balance at the beginning of period	$	813		$	724		$	833
Additions charged to costs and expenses		3,340			3,796			4,152
Deductions for write-offs and payments		(3,556	)		(3,707	)		(4,261	)
Balance at end of period	$	597		$	813		$	724

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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 Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized:

	HASTINGS ENTERTAINMENT, INC.
Date: April 21, 2014	By:	/s/ Dan Crow
		Dan Crow Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and constitutes John H. Marmaduke and Dan Crow, and each of them singly, his true and lawful attorneys-in-fact with full power of substitution and redistribution, for him and in his name, place and stead, in any and all capacities to sign and file any and all amendments to this Annual Report on Form 10-K with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and he hereby ratifies and confirms all that said attorneys-in-fact or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John H. Marmaduke	Chairman of the Board and Chief Executive Officer	April 21, 2014
John H. Marmaduke	(Principal Executive Officer)
/s/ Danny W. Gurr	Director	April 21, 2014
Danny W. Gurr
/s/ Ann S. Lieff	Director	April 21, 2014
Ann S. Lieff
/s/ Frank O. Marrs	Director	April 21, 2014
Frank O. Marrs
/s/ Jeffrey G. Shrader	Director	April 21, 2014
Jeffrey G. Shrader
/s/ Dan Crow	Vice President and Chief Financial Officer	April 21, 2014
Dan Crow	(Principal Financial and Accounting Officer)

65