SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 4, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR l5 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER: 0-28784
HOT TOPIC, INC.
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(Exact name of Registrant as specified in Its Charter)
CALIFORNIA 77-0198182
- ---------- ----------
(State of Incorporation) (IRS Employer Identification No.)
18305 EAST SAN JOSE AVE., CITY OF INDUSTRY, CA 91748
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(address of principal executive offices) (Zip Code)
(Telephone number of registrant) (626) 839-4681
--------------
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of the issuer's common stock as of the latest practicable date: September 7,
2001 - 20,737,751 shares, no par value.
HOT TOPIC, INC.
INDEX TO FORM 10-Q
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited):
Consolidated Balance Sheets - August 4, 2001 and February 3, 2001 3
Consolidated Statements of Income for the
13 and 26 weeks ended August 4, 2001 and July 29, 2000 4
Consolidated Statements of Cash Flows for the 26
weeks ended August 4, 2001 and July 29, 2000 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
PART II. OTHER INFORMATION 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on form 8-K 12
SIGNATURE PAGE 12
2
HOT TOPIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
August 4, February 3,
2001 2001 (a)
------------- -------------
ASSETS
Current Assets
Cash and cash equivalents $ 38,434,000 $ 51,288,000
Inventory 35,646,000 21,336,000
Prepaid expenses and other 10,442,000 5,552,000
Deferred tax asset 944,000 944,000
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Total current assets 85,466,000 79,120,000
Leaseholds, fixtures and equipment:
Furniture, fixtures and equipment 38,539,000 31,300,000
Leasehold improvements 37,391,000 29,135,000
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75,930,000 60,435,000
Less accumulated depreciation 25,457,000 21,270,000
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Net leaseholds, fixtures and equipment 50,473,000 39,165,000
Deposits and other assets 179,000 101,000
Deferred tax asset 260,000 260,000
------------- -------------
Total Assets $136,378,000 $118,646,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 11,772,000 $ 6,632,000
Accrued payroll and related expenses 7,718,000 10,093,000
Accrued sales and other taxes payable 1,588,000 1,103,000
Income taxes payable 4,479,000 -
Current portion of capital lease obligations 59,000 38,000
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Total current liabilities 25,616,000 17,866,000
Deferred rent 1,562,000 1,404,000
Capital lease obligations, less
current portion 89,000 85,000
Shareholders' equity
Common shares, no par value;
50,000,000 shares authorized; 20,675,685 and
20,293,855 issued and outstanding at
August 4, 2001 and February 3, 2001, respectively 51,624,000 49,429,000
Retained earnings 57,487,000 49,862,000
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Total shareholders' equity 109,111,000 99,291,000
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Total liabilities and shareholders' equity $136,378,000 $118,646,000
============= =============
(a) - The balance sheet at Feb. 3, 2001 is derived from the audited
financial statements at that date.
See accompanying notes to consolidated financial statements.
3
HOT TOPIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Second Quarter
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(13 weeks ended)
August 4, 2001 July 29, 2000
--------------------------------
Net Sales $ 71,944,000 $ 51,718,000
Cost of goods sold, including buying,
distribution and occupancy costs 45,784,000 32,431,000
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Gross Margin 26,160,000 19,287,000
Selling, general, and
administrative expenses 19,818,000 14,709,000
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Operating Income 6,342,000 4,578,000
Interest income-net 450,000 376,000
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Income before income taxes 6,792,000 4,954,000
Provision for income taxes 2,513,000 1,833,000
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Net income $ 4,279,000 $ 3,121,000
============= =============
Net income per share
Basic $ 0.21 $ 0.16
Diluted $ 0.19 $ 0.15
Weighted average shares outstanding
Basic 20,600,000 19,732,000
Diluted 22,196,000 21,294,000
See accompanying notes to consolidated financial statements.
Six Months
----------
(26 weeks ended)
August 4, 2001 July 29, 2000
--------------------------------
Net Sales $134,871,000 $ 96,556,000
Cost of goods sold, including buying,
distribution and occupancy costs 85,234,000 60,501,000
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Gross Margin 49,637,000 36,055,000
Selling, general, and
administrative expenses 38,552,000 28,021,000
------------- -------------
Operating Income 11,085,000 8,034,000
Interest income-net 1,020,000 798,000
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Income before income taxes 12,105,000 8,832,000
Provision for income taxes 4,479,000 3,268,000
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Net income $ 7,626,000 $ 5,564,000
============= =============
Net income per share
Basic $ 0.37 $ 0.28
Diluted $ 0.34 $ 0.26
Weighted average shares outstanding
Basic 20,499,000 19,586,000
Diluted 22,172,000 21,154,000
See accompanying notes to consolidated financial statements.
4
HOT TOPIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
Year-to-date (26 weeks) ended
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August 4, 2001 July 29, 2000
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OPERATING ACTIVITIES:
Net income $ 7,626,000 $ 5,564,000
Adjustments to reconcile net
income to net cash flows provided by
(used in) operating activities:
Depreciation and amortization 4,992,000 3,667,000
Deferred rent 158,000 147,000
Deferred compensation - 7,000
Loss on disposal of fixed assets 164,000 70,000
Changes in operating assets and liabilities:
Inventory (14,310,000) (9,563,000)
Prepaid expenses and other (4,890,000) (6,152,000)
Accounts payable 5,140,000 5,150,000
Accrued payroll and related expenses (2,375,000) (921,000)
Accrued sales and other taxes payable 485,000 366,000
Income taxes payable 4,479,000 (2,545,000)
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Net cash provided by (used in) operating activities 1,469,000 (4,210,000)
INVESTING ACTIVITIES:
Deposits and Other Assets (78,000) (13,000)
Purchases of property and equipment (16,429,000) (8,723,000)
------------- -------------
Net cash used in investing activities (16,507,000) (8,736,000)
FINANCING ACTIVITIES:
Payments on capital lease obligations (10,000) (17,000)
Proceeds from exercise of stock options 2,194,000 2,060,000
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Net cash provided by financing activities 2,184,000 2,043,000
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Decrease in cash and cash equivalents (12,854,000) (10,903,000)
Cash and cash equivalents
at the beginning of period 51,288,000 39,550,000
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Cash and cash equivalents
at the end of period $ 38,434,000 $ 28,647,000
============= =============
SUPPLEMENTAL INFORMATION:
Cash paid during the period
for interest $ 10,000 $ 17,000
============= =============
Cash paid during the period
for income taxes $ 3,372,000 $ 9,772,000
============= =============
See accompanying notes to consolidated financial statements.
5
HOT TOPIC, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. Organization and Basis of Presentation:
---------------------------------------
Hot Topic, Inc. (the "Company") is a mall-based specialty retailer of
music-licensed and music-influenced apparel, accessories and gift items for
young men and women principally between the ages of 12 and 22. In the first half
of fiscal 2001 (the fiscal year ending February 2, 2002) the Company also
launched a second retail concept with the opening of six stores under the trade
name Torrid(TM). Torrid offers a selection of apparel, lingerie, shoes and
accessories centered around various lifestyles for plus-size young women between
the ages of 15 and 30. At the end of the second quarter (August 4, 2001), the
Company operated 316 Hot Topic stores and six Torrid stores in 47 states
throughout the United States and websites hottopic.com and Torrid.com.
The information set forth in these financial statements is unaudited
except for the February 3, 2001 Balance Sheet. These statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information, the instructions to Form 10-Q,
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements.
In the opinion of management, all adjustments, consisting only of
normal recurring accruals, necessary for a fair presentation have been included.
The results of operations for the 13 and 26 weeks ended August 4, 2001 are not
necessarily indicative of the results that may be expected for the year ending
February 2, 2002. For further information, refer to the financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended February 3, 2001.
NOTE 2. Net Income Per Share:
---------------------
The Company computes net income per share pursuant to Statement of
Financial Accounting Standards Board No. 128 "Earnings Per Share" (Statement No.
128). Basic net income per share is computed based on the weighted average
number of shares outstanding for the period. Diluted net income per share is
computed based on the weighted average number of common and potentially dilutive
common stock equivalents outstanding for the period. A two-for-one stock split
became effective December 27, 2000. All share and per share amounts have been
restated to reflect the split.
NOTE 3. Impact of Recently Issued Accounting Standards:
-----------------------------------------------
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements". SAB No. 101, "Revenue Recognition in Financial Statements". SAB No.
101 summarizes the staff's views in applying accounting principles generally
accepted in the United States of America to revenue recognition in financial
statements. The Company adopted SAB No. 101 in fiscal year 2000. The adoption of
SAB No. 101 did not have an impact on the Company's consolidated results of
operations or equity.
6
In March 2000, the FASB issued Interpretation ("FIN") No. 44,
"Accounting for Certain Transactions Involving Stock Compensation." FIN No. 44
is an interpretation of Accounting Principal Board's ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees." Among other matters, FIN No. 44
clarifies the application of APB Opinion No. 25 regarding the definition of
employee for purposes of applying APB Opinion No. 25, the criteria for
determining whether a plan qualifies as non compensatory and the accounting
consequences of modifications to the terms of a previously issued stock options
or similar awards. The Company adopted the provisions of FIN No. 44 in fiscal
2000. The adoption of FIN No. 44 did not have a material impact on the Company's
consolidated results of operations or financial condition.
Pursuant to Emerging Issues Task Force Issue 00-10 "Accounting for
Shipping and Handling Fees and Costs", cost of sales includes the cost of
merchandise, inventory markdowns, inventory shrinkage, inbound freight,
distribution and warehousing, payroll for buying personnel, and retail store
occupancy costs.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's discussion and analysis should be read in conjunction with the
Company's Consolidated Financial Statements and the Notes related thereto.
RESULTS OF OPERATIONS
13 Weeks Ended August 4, 2001 (Second Quarter of Fiscal 2001) Compared to
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13 Weeks Ended July 29, 2000 (Second Quarter of Fiscal 2000)
- ------------------------------------------------------------
Net sales increased $20,226,000, or 39.1%, to $71,944,000 during the
second quarter of fiscal 2001 from $51,718,000 during the second quarter of
fiscal 2000. The increased net sales in the second quarter of fiscal 2001 were
attributable to an increase in the number of stores and to a 2.4% increase in
comparable store sales as compared to the corresponding 13 weeks last year. Net
sales for the 113 stores not yet qualifying as comparable stores (107 Hot Topic
stores and six Torrid stores) contributed approximately $19,100,000 of the
increase in net sales. The comparable store sales increase of 2.4% contributed
approximately $1,100,000 of the increase in net sales. In the second quarter of
fiscal 2000, comparable store sales increased by 21.8%. The Company considers a
store comparable after it has been open for 15 full months. If a store is
relocated or expanded by more than 15% in total square footage, it is removed
from the comparable store base and, similar to new stores, becomes comparable
after 15 full months. At the end of the second quarter of fiscal 2001, 209 of
the Company's 316 Hot Topic stores were included in the comparable store base,
compared to 163 of the 247 stores open at the end of last year's second quarter.
Sales of apparel and tee shirt category merchandise, as a percentage of
total net sales, were 51% in the second quarter of fiscal 2001 compared to 49%
in the second quarter of fiscal 2000. The primary reason for the increase was
because the first week of the back-to-school sales season occurred in the last
week of the Company's second quarter in fiscal 2001 versus the first week in the
third quarter of fiscal 2000. This fluctuation was because the Company, like
other retailers, ends its fiscal year on a date that fluctuates from year to
year (the Saturday closest to January 31 of each year). The back-to-school sales
season typically results in an increase in apparel and tee shirts sales as a
percentage of total net sales.
7
Gross margin increased approximately $6,873,000 to $26,160,000 during
the second quarter of fiscal 2001 from $19,287,000 during the second quarter of
fiscal 2000. As a percentage of net sales, gross margin decreased to 36.4%
during the second quarter of fiscal 2001 from 37.3% in the second quarter of
fiscal 2000. This 0.9% decrease in gross margin as a percentage of net sales is
primarily attributable to a 0.2% increase in store occupancy expenses related to
higher common area maintenance charges, a 0.1% increase in distribution expenses
associated with higher inventory levels and a 0.6% decrease in merchandise
margin. Approximately one-half of the decrease in merchandise margin, or 0.3%,
was attributable to the planned promotional activity resulting from the earlier
back-to-school season in fiscal 2001 compared to fiscal 2000. The balance of
approximately 0.3% was attributable to the higher planned markdowns in the
Company's Torrid stores.
Selling, general and administrative expenses increased approximately
$5,109,000 or 34.7% to $19,818,000 during the second quarter of fiscal 2001 from
$14,709,000 during the second quarter of fiscal 2000, but decreased as a
percentage of net sales to 27.6% in the second quarter of fiscal 2001 from 28.4%
in the second quarter of fiscal 2000. The total dollar increase in selling,
general and administrative expenses is primarily attributable to an increase in
the number of retail stores from 247 at the end of the second quarter of fiscal
2000 to 322 at the end of the second quarter of fiscal 2001 and the
corresponding additional payroll and other miscellaneous expenses needed to
support these additional stores. The decrease as a percentage of net sales was
primarily attributable to leveraging headquarters and field management expenses,
and lower store operating expense resulting from management's efforts to control
such expenses. This leverage was offset in part by slightly higher store
management payroll expense as a percentage of sales.
Operating income increased approximately $1,764,000 or 39% to
$6,342,000 during the second quarter of fiscal 2001 from $4,578,000 during the
second quarter of fiscal 2000. As a percentage of net sales, the operating
income was 8.8% in the second quarter of fiscal 2001 compared to 8.9% in the
second quarter of fiscal 2000.
Interest income, net, increased approximately $74,000 to $450,000 in
the second quarter of fiscal 2001 from $376,000 in the second quarter of fiscal
2000, principally due to higher average cash balances somewhat offset by
slightly lower interest rates.
26 Weeks Ended August 4, 2001 (First Six Months of Fiscal 2001) Compared to
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26 Weeks Ended July 29, 2000 (First Six Months of Fiscal 2000)
- --------------------------------------------------------------
Net sales increased $38,315,000, or 39.7%, to $134,871,000 during the
first six months of fiscal 2001 from $96,556,000 during the first six months of
fiscal 2000. The increased net sales in the first six months of fiscal 2001 were
attributable to an increase in the number of stores, and to a 5.0% increase in
comparable store sales as compared to the corresponding 26 weeks last year. Net
sales for the 113 stores not yet qualifying as comparable stores contributed
approximately $33,800,000 of the increase in net sales. The comparable store
sales increase of 5.0% contributed approximately $4,500,000 of the increase in
net sales. In the first six months of fiscal 2000, comparable store sales
increased by 22.9%. Sales of apparel category merchandise, as a percentage of
total net sales, were 51% in the first six months of fiscal 2001 compared to 50%
in the first six months of fiscal 2000.
8
Gross margin increased approximately $13,582,000 to $49,637,000 during
the first six months of fiscal 2001 from $36,055,000 during the first six months
of fiscal 2000. As a percentage of net sales, gross margin decreased to 36.8%
during the first six months of fiscal 2001 from 37.3% in the first six months of
fiscal 2000. This 0.5% decrease in gross margin as a percentage of net sales
reflects an increase in store occupancy expenses of 0.2% related to higher
common area maintenance charges. The Company's merchandise margins, as a
percentage of sales, were approximately 0.2% lower in the first six months of
2001 compared to the first six months of 2000. This is principally due to the
planned promotional activity resulting from the earlier back-to-school season in
fiscal 2001 compared to fiscal 2000, as well as higher planned markdowns in the
Company's Torrid stores. Buying expenses were also higher by 0.1% as a
percentage of sales in the first six months of 2001 compared to the first six
months of 2000, reflecting additional expenses related to the Torrid staffing.
Selling, general and administrative expenses increased approximately
$10,531,000 or 37.6% to $38,552,000 during the first six months of fiscal 2001
from $28,021,000 during the first six months of fiscal 2000, but decreased as a
percentage of net sales to 28.6% in the first six months of fiscal 2001 from
29.0% in the first six months of fiscal 2000. The total dollar increase in
selling, general and administrative expenses is primarily attributable to an
increase in the number of retail stores from 247 at the end of the second
quarter of fiscal 2000 to 322 at the end of the second quarter of fiscal 2001
and the corresponding additional payroll and other expenses to support the
additional stores. The decrease as a percentage of net sales was primarily
attributable to leveraging headquarters and field management expenses, and lower
store operating expense, resulting from management's efforts to control such
expenses. This leverage was offset in part by slightly higher store management
payroll expense as a percentage of sales.
Operating income increased approximately $3,051,000 or 38% to
$11,085,000 during the first six months of fiscal 2001 from $8,034,000 during
the first six months of fiscal 2000. As a percentage of net sales, the operating
income was 8.2% in the first six months of fiscal 2001 compared to 8.3% in the
first six months of fiscal 2000.
Interest income, net, increased approximately $222,000 to $1,020,000 in
the first six months of fiscal 2001 from $798,000 in the first six months of
fiscal 2000, principally due to higher average cash balances somewhat offset by
slightly lower interest rates.
LIQUIDITY AND CAPITAL RESOURCES
Historically, as well as during the first six months of fiscal 2001,
the Company's primary uses of cash have been to finance store openings and
purchase merchandise inventories. The Company has historically satisfied its
cash requirements principally from cash flows from operations, and, in earlier
years, also from proceeds from the sale of equity securities.
Cash flows provided by (used in) operating activities were $1,469,000
and ($4,210,000) in the first six months of fiscal 2001 and 2000, respectively.
This $5,679,000 increase in cash flows provided by operating activities in the
first six months of fiscal 2001 compared to the first six months of fiscal 2000
was primarily due to an increase in income taxes payable of $7,024,000 due to
the timing of income tax payments, an increase in net income of $2,062,000, an
increase in depreciation and amortization of $1,325,000 and a reduction in
prepaid expenses and other of $1,262,000. These increases were offset by an
increase in inventories net of accounts payable of ($4,757,000) resulting from
the seasonal buildup of inventories relating to our back to school season, and a
decrease in accrued payroll and related expenses of ($1,454,000). The Company's
average store inventories vary throughout the year and increase in advance of
the peak selling periods such as back-to-school, Halloween and Christmas. The
changes in other items of working capital for the first six months of fiscal
2001 were consistent with the first six months of fiscal 2000.
9
Cash flows used in investing activities were ($16,507,000) and
($8,736,000) in the first six months of fiscal 2001 and 2000, respectively. Cash
flows used in investing activities relate primarily to store openings and the
purchase of computer hardware and software. The higher capital expenditures
during the first six months of fiscal 2001 versus the first six months of fiscal
2000 relate primarily to the opening of 14 more new stores (including six Torrid
stores) in the first six months of fiscal 2001 compared to the first six months
of fiscal 2000 as well as expenditures related to new store openings in early
third quarter of fiscal 2001 (twelve August 2001 new Hot Topic store openings
versus nine August 2000 new Hot Topic store openings), and expenditures made for
the Company's new point of sale equipment being rolled out to all existing
stores between March 2001 and October 2001.
Cash flows provided by financing activities were $2,184,000 and
$2,043,000 in the first six months of fiscal 2001 and 2000, respectively. This
increase was primarily due to the additional proceeds received from the exercise
of stock options in the first six months of fiscal 2001 versus the first six
months of fiscal 2000.
The Company believes that its current cash balances and cash generated
from operations will be sufficient to fund its operations and planned expansion
through at least the next 12 months.
QUARTERLY RESULTS AND SEASONALITY
The Company's quarterly results of operations may fluctuate materially
depending on, among other things, the timing of store openings and related
pre-opening and other startup expenses, net sales contributed by new stores,
increases or decreases in comparable store sales, releases of new music and
music-related products, shifts in timing of certain holidays, changes in the
Company's merchandise mix and overall economic conditions.
The Company's business is also subject to seasonal influences, with
heavier concentrations of sales during the Christmas, back-to-school and
Halloween seasons, and other periods when schools are not in session. The
Christmas holiday season remains the Company's single most important selling
season. The Company believes, however, that the importance of the summer
vacation and back-to-school seasons (which affect operating results in the
second and third quarters, respectively) and to a lesser extent, the spring
break season (which affects operating results in the first quarter) as well as
Halloween (which affects operating results in the third quarter), all reduce the
Company's dependence on the Christmas holiday selling season. Furthermore,
summer vacation, spring break and the back-to-school seasons take place at
somewhat different times in different parts of the country, spreading the impact
of these events on the Company's sales over a longer period. As is the case with
many retailers of apparel, accessories and related merchandise, the Company
typically experiences lower first fiscal quarter net sales relative to other
quarters.
10
STATEMENT REGARDING FORWARD LOOKING DISCLOSURE
Certain sections of this Quarterly Report on Form 10-Q, including the
preceding "Management's Discussion and Analysis of Financial Condition and
Results of Operations," contain various forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which represent the
Company's expectations or beliefs concerning future events. These forward
looking statements involve risks and uncertainties, and the Company cautions
that these statements are further qualified by important factors that could
cause actual results to differ materially from those in the forward looking
statements, including, without limitation, the sufficiency of the Company's
working capital and cash flows from operating activities, the implementation and
management of the Company's growth strategy - (including the Company's new
retail concept Torrid), the demand for the merchandise offered by the Company,
the ability of the Company to obtain adequate merchandise supply, the ability of
the Company to gauge the fashion tastes of its customers and provide merchandise
that satisfies customer demand, the effect of economic conditions, the effect of
severe weather or natural disasters, and the effect of competitive pressures
from other retailers as well as other risks detailed from time to time in the
Company's SEC reports, including the Company's Annual Report on Form 10-K for
the fiscal year ended February 3, 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
PART II. - OTHER INFORMATION
Items 1-3 and 5 are not applicable.
Item 4. Submission of Matters to a vote of Security Holders
The annual meeting of shareholders of the Company (the "Annual
Meeting") was held on June 7, 2001 in the City of Industry, California.
The Company had 20,495,590 shares of Common Stock outstanding as of
April 20, 2001, the record date for the Annual Meeting.
Proposal 1 - Election of Directors
Each of the candidates listed below was duly elected to the Board of
Directors at the Annual Meeting by the tally indicated.
Candidate Votes in Favor Votes Withheld
--------- -------------- --------------
Robert M. Jaffe 17,886,614 1,123,140
Elizabeth M. McLaughlin 19,003,211 6,543
Edgar F. Berner 18,821,101 188,653
Bruce A. Quinnell 18,798,401 211,353
Corrado Federico 18,798,347 211,407
Andrew Schuon 18,796,996 212,758
Proposal 2 - Ratification of Selection of Ernst & Young, LLP as Independent
Auditors
Votes in favor Votes Against Votes Abstained
-------------- ------------- ---------------
19,087,097 67,951 3,689
11
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit
Number Description of Document
------ -----------------------
3.1 Amended and Restated Articles of Incorporation. (1)
3.2 Amended and Restated Bylaws. (2)
4.1 Reference is made to Exhibits 3.1 and 3.2
4.2 Specimen stock certificate. (1)
(1) Filed as an exhibit to Registrant's Registration
Statement on Form SB - (No. 333-5054-LA) and
incorporated herein by reference
(2) Filed as an exhibit to Registrant's Annual Report on
Form 10-K for the year ended February 3, 2001 and
incorporated herein by reference.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hot Topic, Inc.
(Registrant)
Date: 9/14/01 /s/ Elizabeth M. McLaughlin
---------------------------
Elizabeth M. McLaughlin
Chief Executive Officer, President and Director
(Principal Executive Officer)
Date: 9/14/01 /s/ Jim McGinty
---------------------------
Jim McGinty
Chief Financial Officer
(Principal Financial and Accounting Officer)
12