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 November 3, 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
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(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
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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: Monday December
10, 2001 - 20,807,963 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 - November 3, 2001 and
February 3, 2001 3
Consolidated Statements of Income for the 13 and 39
weeks ended November 3, 2001 and October 28, 2000 4
Consolidated Statements of Cash Flows for the 39 weeks
ended November 3, 2001 and October 28, 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 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURE PAGE 12
2
HOT TOPIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
November 3, 2001 February 3, 2001 (a)
ASSETS
Current Assets
Cash and cash equivalents $ 47,158,000 $ 51,288,000
Inventory 38,282,000 21,336,000
Prepaid expenses and other 14,729,000 5,552,000
Deferred tax asset 944,000 944,000
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Total current assets 101,113,000 79,120,000
Leaseholds, fixtures and equipment:
Furniture, fixtures and equipment 42,046,000 31,300,000
Leasehold improvements 40,215,000 29,135,000
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82,261,000 60,435,000
Less accumulated depreciation 28,147,000 21,270,000
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Net leaseholds, fixtures and equipment 54,114,000 39,165,000
Deposits and other assets 216,000 101,000
Deferred tax asset 260,000 260,000
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Total Assets $155,703,000 $118,646,000
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 12,913,000 $ 6,632,000
Accrued payroll and related expenses 11,292,000 10,093,000
Accrued sales and other taxes payable 1,594,000 1,103,000
Income taxes payable 9,649,000 -
Current portion of capital lease obligations 68,000 38,000
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Total current liabilities 35,516,000 17,866,000
Deferred rent 1,653,000 1,404,000
Capital lease obligations, less
current portion 159,000 85,000
Shareholders' equity
Common shares, no par value;
50,000,000 shares authorized; 20,799,938 and
20,293,855 issued and outstanding at
November 3, 2001 and February 3, 2001, respectively 52,380,000 49,429,000
Retained earnings 65,995,000 49,862,000
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Total shareholders' equity 118,375,000 99,291,000
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Total liabilities and shareholders' equity $155,703,000 $118,646,000
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(a) - The balance sheet at February 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)
Third Quarter
(13 weeks ended)
November 3, 2001 October 28, 2000
---------------------------------
Net Sales $92,080,000 $72,203,000
Cost of goods sold, including buying,
distribution and occupancy costs 56,150,000 42,993,000
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Gross Margin 35,930,000 29,210,000
Selling, general, and
administrative expenses 22,694,000 18,045,000
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Operating Income 13,236,000 11,165,000
Interest income-net 466,000 449,000
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Income before income taxes 13,702,000 11,614,000
Provision for income taxes 5,195,000 4,297,000
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Net income $ 8,507,000 $ 7,317,000
=========== ===========
Net income per share
Basic $ 0.41 $ 0.37
Diluted $ 0.39 $ 0.34
Weighted average shares outstanding
Basic 20,736,000 19,795,000
Diluted 22,080,000 21,426,000
See accompanying notes to consolidated financial statements.
Nine Months
(39 weeks ended)
November 3, 2001 October 28, 2000
---------------------------------
Net Sales $226,951,000 $168,759,000
Cost of goods sold, including buying,
distribution and occupancy costs 141,384,000 103,494,000
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Gross Margin 85,567,000 65,265,000
Selling, general, and
administrative expenses 61,246,000 46,066,000
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Operating Income 24,321,000 19,199,000
Interest income-net 1,486,000 1,247,000
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Income before income taxes 25,807,000 20,446,000
Provision for income taxes 9,674,000 7,565,000
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Net income $ 16,133,000 $ 12,881,000
============ ============
Net income per share
Basic $ 0.78 $ 0.66
Diluted $ 0.73 $ 0.61
Weighted average shares outstanding
Basic 20,581,000 19,656,000
Diluted 22,144,000 21,245,000
See accompanying notes to consolidated financial statements.
4
HOT TOPIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
Year-to-date (39 weeks) ended
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November 3, 2001 October 28, 2000
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OPERATING ACTIVITIES:
Net income $ 16,133,000 $ 12,881,000
Adjustments to reconcile net
income to net cash flows provided by
operating activities:
Depreciation and amortization 7,955,000 5,848,000
Deferred rent 250,000 223,000
Deferred compensation - 7,000
Loss on disposal of fixed assets 276,000 70,000
Changes in operating assets and liabilities:
Inventory (16,947,000) (8,472,000)
Prepaid expenses and other (9,176,000) (5,899,000)
Accounts payable 6,281,000 3,534,000
Accrued payroll and related expenses 1,198,000 1,010,000
Accrued sales and other taxes payable 491,000 1,064,000
Income taxes payable 9,649,000 2,596,000
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Net cash provided by operating activities 16,110,000 12,862,000
INVESTING ACTIVITIES:
Deposits and Other Assets (115,000) (18,000)
Purchases of property and equipment (23,056,000) (13,104,000)
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Net cash (used in) investing activities (23,171,000) (13,122,000)
FINANCING ACTIVITIES:
Payments on capital lease obligations (20,000) (27,000)
Proceeds from exercise of stock options 2,951,000 2,099,000
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Net cash provided by financing activities 2,931,000 2,072,000
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(Decrease)/Increase in cash and cash equivalents (4,130,000) 1,812,000
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 $ 47,158,000 $ 41,362,000
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SUPPLEMENTAL INFORMATION:
Cash paid during the period
for interest $ 18,000 $ 24,000
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Cash paid during the period
for income taxes $ 7,302,000 $ 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:
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Hot Topic, Inc. (together with its subsidiaries, 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 third
quarter of fiscal 2001 (November 3, 2001), the Company operated 341 Hot Topic
stores in 48 states throughout the United States, six Torrid stores 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 39 weeks ended November 3, 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:
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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:
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In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("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 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 November 3, 2001 (Third Quarter of Fiscal 2001) Compared to 13
Weeks Ended October 28, 2000 (Third Quarter of Fiscal 2000)
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Net sales increased $19,877,000, or 27.5%, to $92,080,000 during the
third quarter of fiscal 2001 from $72,203,000 during the third quarter of fiscal
2000. The increased net sales in the third quarter of fiscal 2001 were
attributable to an increase in the number of stores, including the six Torrid
stores opened during the first and second quarters of fiscal 2001, and to a 2.2%
increase in comparable store sales as compared to the corresponding 13 weeks
last year. The comparable store sales increase of 2.2% contributed approximately
$1,400,000 of the increase in net sales. Net sales for the 115 stores not yet
qualifying as comparable stores (109 Hot Topic stores and six Torrid stores)
contributed approximately $18,500,000 of the increase in net sales. In the third
quarter of fiscal 2000, comparable store sales increased by 15.3%. 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 third quarter of fiscal 2001,
232 of the Company's 341 Hot Topic stores were included in the comparable store
base, compared to 177 of the 267 stores open at the end of last year's third
quarter.
The events of September 11, 2001 impacted sales during September. The following
table sets forth the comparable store sales percent each week of September.
Week ended: Percentage increase/(decrease) in comparable store sales:
----------- ---------------------------------------------------------
September 8 3.3%
September 15 (12.3)
September 22 2.9
September 29 4.3
October 6 4.3
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September Total 0.6%
7
Sales of apparel and tee shirt category merchandise, as a percentage of
total net sales, were 55% in the third quarter of fiscal 2001 compared to 53% in
the third quarter of fiscal 2000. The increase in apparel was primarily due to
increases in sales of men's and women's bottoms, music-licensed tee-shirts and
men's and women's tops. These sales increases were offset in part by decreases
in various accessory categories.
Gross margin increased $6,720,000 to $35,930,000 during the third
quarter of fiscal 2001 from $29,210,000 during the third quarter of fiscal 2000.
As a percentage of net sales, gross margin decreased to 39.0% during the third
quarter of fiscal 2001 from 40.5% in the third quarter of fiscal 2000. This 1.5%
decrease in gross margin as a percentage of net sales is primarily attributable
to a 0.5% increase in store occupancy and depreciation expenses related to
higher common area maintenance charges along with a degree of leverage lost from
slightly lower sales per square foot; a 0.5% increase in distribution expenses
associated with higher inventory levels resulting from the seasonal buildup of
inventories relating to the upcoming 2001 Holiday season (the third quarter of
fiscal 2001 ended on November 3, 2001, one week closer to Thanksgiving than the
third quarter of fiscal 2000 which ended October 28, 2000); a 0.3% increase in
store depreciation related to the cost of additional point of sale equipment and
the slightly lower sales per square foot; and buying expenses were higher by
0.2% as a percentage of sales in the third quarter of 2001 compared to the third
quarter of 2000, reflecting additional expenses related to the Torrid staffing.
Selling, general and administrative expenses increased $4,649,000 or
25.8% to $22,694,000 during the third quarter of fiscal 2001 from $18,045,000
during the third quarter of fiscal 2000, but decreased as a percentage of net
sales to 24.7% in the third quarter of fiscal 2001 from 25.0% in the third
quarter of fiscal 2000. The total dollar increase in selling, general and
administrative expenses was primarily attributable to an increase in the number
of retail stores from 267 at the end of the third quarter of fiscal 2000 to 347
at the end of the third quarter of fiscal 2001 and the corresponding additional
payroll and other expenses required 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 expenses
resulting from management's efforts to control such expenses. This leverage was
offset in part by higher selling payroll expense as a percentage of sales.
Operating income increased $2,071,000 or 18.5% to $13,236,000 during
the third quarter of fiscal 2001 from $11,165,000 during the third quarter of
fiscal 2000. As a percentage of net sales, the operating income was 14.4% in the
third quarter of fiscal 2001 compared to 15.5% in the third quarter of fiscal
2000.
Interest income, net, increased approximately $17,000 to $466,000 in
the third quarter of fiscal 2001 from $449,000 in the third quarter of fiscal
2000, principally due to higher average cash balances offset by significantly
lower interest rates.
8
39 Weeks Ended November 3, 2001 (First Nine Months of Fiscal 2001) Compared to
39 Weeks Ended October 28, 2000 (First Nine Months of Fiscal 2000)
- ------------------------------------------------------------------
Net sales increased $58,192,000, or 34.5%, to $226,951,000 during the
first nine months of fiscal 2001 from $168,759,000 during the first nine months
of fiscal 2000. The increased net sales in the first nine months of fiscal 2001
were attributable to an increase in the number of stores, and to a 3.9% increase
in comparable store sales as compared to the corresponding 39 weeks last year,
both of which were offset in part by the impact on sales of the events of
September 11, as described above. Net sales for the 115 stores not yet
qualifying as comparable stores contributed approximately $52,300,000 of the
increase in net sales. The comparable store sales increase of 3.9% contributed
approximately $5,900,000 of the increase in net sales. In the first nine months
of fiscal 2000, comparable store sales increased by 19.6%. Sales of apparel
category merchandise, as a percentage of total net sales, were 53% in the first
nine months of fiscal 2001 compared to 51% in the first nine months of fiscal
2000.
Gross margin increased approximately $20,302,000 to $85,567,000 during
the first nine months of fiscal 2001 from $65,265,000 during the first nine
months of fiscal 2000. As a percentage of net sales, gross margin decreased to
37.7% during the first nine months of fiscal 2001 from 38.7% in the first nine
months of fiscal 2000. This 1.0% decrease in gross margin as a percentage of net
sales reflects an increase in store occupancy expenses of 0.5% related to higher
common area maintenance charges and a 0.3% increase in distribution expenses
associated with higher inventory levels. The Company's merchandise margins, as a
percentage of sales, were approximately 0.1% lower in the first nine months of
2001 compared to the first nine months of 2000 principally due to 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 nine months of 2001 compared to the
first nine months of 2000, reflecting additional expenses related to the Torrid
staffing.
Selling, general and administrative expenses increased approximately
$15,180,000 or 33.0% to $61,246,000 during the first nine months of fiscal 2001
from $46,066,000 during the first nine months of fiscal 2000, but decreased as a
percentage of net sales to 27.0% in the first nine months of fiscal 2001 from
27.3% in the first nine 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 267 at the end of the third quarter
of fiscal 2000 to 347 at the end of the third quarter of fiscal 2001 and the
corresponding additional payroll and other expenses 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 higher selling payroll expense as a percentage of
sales.
Operating income increased approximately $5,122,000 or 26.7% to
$24,321,000 during the first nine months of fiscal 2001 from $19,199,000 during
the first nine months of fiscal 2000. As a percentage of net sales, the
operating income was 10.7% in the first nine months of fiscal 2001 compared to
11.4% in the first nine months of fiscal 2000.
Interest income, net, increased approximately $239,000 to $1,486,000 in
the first nine months of fiscal 2001 from $1,247,000 in the first nine months of
fiscal 2000, principally due to higher average cash balances somewhat offset by
lower interest rates.
9
LIQUIDITY AND CAPITAL RESOURCES
Historically, as well as during the first nine 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 operating activities were $16,110,000 and
$12,862,000 in the first nine months of fiscal 2001 and 2000, respectively. The
$3,248,000 increase in cash flows provided by operating activities in the first
nine months of fiscal 2001 compared to the first nine months of fiscal 2000 was
primarily due to an increase in income taxes payable of $7,053,000 due to the
timing of income tax payments, an increase in net income of $3,252,000, and an
increase in depreciation and amortization of $2,107,000. These increases were
offset by an increase in inventories net of accounts payable of ($5,728,000)
resulting from the seasonal buildup of inventories relating to the Company's
Holiday season, and an increase in prepaid expenses of ($3,277,000) resulting
primarily from a $2,500,000 payment in October 2001 of November 2001 store
rents. 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 the Holiday season, which traditionally begins the day after
Thanksgiving through the first few days of January. The changes in other items
of working capital for the first nine months of fiscal 2001 were consistent with
the first nine months of fiscal 2000.
Cash flows used in investing activities were ($23,171,000) and
($13,122,000) in the first nine 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 nine months of fiscal 2001 versus the first nine months of
fiscal 2000 relate primarily to the opening of 19 more new stores (including six
new Torrid stores) along with the higher cost per new Hot Topic store associated
with the new industrial club design. In addition, the higher capital
expenditures were also attributable to the Company's new point of sale equipment
installed in all existing stores between March 2001 and October 2001.
Cash flows provided by financing activities were $2,931,000 and
$2,072,000 in the first nine 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 nine months of fiscal 2001 versus the first nine
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.
10
The Company's business is also subject to seasonal influences, with
heavier concentrations of sales during the back-to-school, Halloween and Holiday
seasons, and other periods when schools are not in session. The 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 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.
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, political and/or social changes or events
that could negatively impact shopping patterns and/or mall traffic 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.
11
PART II. - OTHER INFORMATION
Items 1- 5 are not applicable.
Item 6 - Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit
Number Description of Document
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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 -
2 (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: 12/18/01 /s/ Elizabeth M. McLaughlin
-----------------------------------------------
Elizabeth M. McLaughlin
Chief Executive Officer, President and Director
(Principal Executive Officer)
Date: 12/18/01 /s/ Jim McGinty
-----------------------------------------------
Jim McGinty
Chief Financial Officer
(Principal Financial and Accounting Officer)
12