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 May 4, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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: June 10, 2002 -
31,757,579 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 - May 4, 2002 and February 2, 2002 3
Consolidated Statements of Income for the 13 weeks
ended May 4, 2002 and May 5, 2001 4
Consolidated Statements of Cash Flows for the 13 weeks
ended May 4, 2002 and May 5, 2001 5
Notes to Consolidated Financial Statements 6-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8-11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURE PAGE 12
2
HOT TOPIC, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands except share amounts)
May 4, 2002 February 2, 2002
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(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 23,486 $ 34,072
Short-term investments 37,643 37,238
Inventory 35,798 29,553
Prepaid expenses and other 7,272 5,435
Deferred tax asset 1,417 1,417
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Total current assets 105,616 107,715
Leaseholds, fixtures and equipment:
Furniture, fixtures and equipment 49,097 43,482
Leasehold improvements 46,933 41,412
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96,030 84,894
Less accumulated depreciation 33,822 30,968
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Net leaseholds, fixtures and equipment 62,208 53,926
Deposits and other 178 174
Deferred tax asset 847 847
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Total assets $ 168,849 $ 162,662
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Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 13,303 $ 11,253
Accrued liabilities 10,653 10,953
Sales and other taxes payable 1,321 1,013
Income taxes payable - 2,096
Current portion of obligations under capital leases 26 30
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Total current liabilities 25,303 25,345
Deferred rent 1,889 1,761
Capital lease obligations, less current portion 147 188
Commitments and contingencies
Shareholders' equity:
Preferred shares, no par value; 10,000,000 shares
authorized; no shares issued and outstanding - -
Common shares, no par value; 50,000,000 shares authorized;
31,575,528 and 31,375,064 shares issued and outstanding at
May 4, 2002 and February 2, 2002, respectively 59,365 56,906
Retained earnings 82,145 78,462
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Total shareholders' equity 141,510 135,368
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Total liabilities and shareholders' equity $ 168,849 $ 162,662
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See notes to consolidated financial statements.
3
HOT TOPIC, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
(in thousands except per share amounts)
First Quarter (13 weeks ended)
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May 4, May 5,
2002 2001
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Net sales $ 79,909 $ 62,927
Cost of goods sold, including buying,
distribution and occupancy costs 51,452 39,449
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Gross margin 28,457 23,478
Selling, general and administrative expenses 22,927 18,735
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Operating income 5,530 4,743
Interest income-net 410 570
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Income before income taxes 5,940 5,313
Provision for income taxes 2,257 1,966
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Net income $ 3,683 $ 3,347
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Net income per share:
Basic $ 0.12 $ 0.11
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Diluted $ 0.11 $ 0.10
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Shares used in computing net income per share:
Basic 31,473 30,611
Diluted 33,315 33,369
See notes to consolidated financial statements
4
HOT TOPIC, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
First Quarter (13 weeks ended)
----------------------------
May 4, May 5,
2002 2001
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OPERATING ACTIVITIES
Net income $ 3,683 $ 3,347
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 3,216 2,361
Deferred rent 127 74
Loss on disposal of fixed assets 69 53
Changes in operating assets and liabilities:
Inventory (6,245) (4,908)
Prepaid expenses and other current assets (1,838) (1,527)
Deposits and other assets (4) (4)
Accounts payable 2,051 2,232
Accrued liabilities (300) (2,420)
Sales and other taxes payable 308 19
Income taxes payable (2,096) 1,966
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Net cash provided by (used in) operating activities (1,029) 1,193
INVESTING ACTIVITIES
Purchases of property and equipment (11,602) (8,891)
Purchases of short-term investments (9,922) (4,985)
Proceeds from sale of short-term investments 9,517 2,520
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Net cash used in investing activities (12,007) (11,356)
FINANCING ACTIVITIES
Payments on capital lease obligations (9) (5)
Proceeds from employee stock purchases and exercise of
stock options, including related tax benefit 2,459 1,102
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Net cash provided by financing activities 2,450 1,097
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Decrease in cash and cash equivalents (10,586) (9,066)
Cash and cash equivalents at beginning of period 34,072 28,786
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Cash and cash equivalents at end of period $ 23,486 $ 19,720
============ ============
SUPPLEMENTAL INFORMATION
Cash paid during the period for interest $ 4 $ 5
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Cash paid during the period for income taxes $ 4,366 $ 604
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Capital lease obligations entered into for equipment $ - $ 59
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See 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 ended February 2, 2002),
the Company launched a new 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 29. At the end of the first quarter (May 4, 2002) of
fiscal 2002 (the fiscal year ending February 1, 2003), the Company operated 372
Hot Topic stores in 48 states throughout the United States, seven Torrid stores
and websites hottopic.com and torrid.com. The Company has one reportable segment
given the similarities of the economic characteristics among the store formats.
The information set forth in these financial statements is unaudited except for
the February 2, 2002 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 weeks ended May 4, 2002 are not necessarily
indicative of the results that may be expected for the year ending February 1,
2003. Certain reclassifications have been made to prior year amounts to conform
to current year presentation. For further information, refer to the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended February 2, 2002.
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" (SFAS 128). Basic net
income per share is computed based on the weighted average number of common
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 three-for-two stock split became
effective February 6, 2002. All share and per share amounts have been restated
to reflect the stock split and all previous stock splits effectuated by the
Company.
6
A reconciliation of the numerator and denominator of basic earnings per share
and diluted earnings per share is as follows (all amounts in thousands except
per share amounts):
May 4, 2002 May 5, 2001
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Basic EPS Computation:
Numerator $ 3,683 $ 3,347
Denominator:
Weighted average common shares outstanding 31,473 30,611
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Total shares 31,473 30,611
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Basic EPS $ 0.12 $ 0.11
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Diluted EPS Computation:
Numerator $ 3,683 $ 3,347
Denominator:
Weighted average common shares outstanding 31,473 30,611
Incremental shares from assumed
conversion of options 1,842 2,758
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Total shares 33,315 33,369
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Diluted EPS $ 0.11 $ 0.10
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NOTE 3. Impact of Recently Issued Accounting Standards
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The Company adopted Statement of the Financial Accounting Standards Board (SFAS)
No. 144, "Accounting for the Impairment of Long-Lived Assets," which establishes
accounting and reporting standards for impairment and disposition of long-lived
assets, including discontinued operations. SFAS No. 144 becomes effective for
all financial statements issued for fiscal years beginning after December 15,
2001 and, generally, its provisions are to be applied prospectively. The
adoption of SFAS No. 144 has not had a material impact on the Company's
financial position, results of operations or cash flows.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligations." This Statement addresses
financial accounting and reporting obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. This
standard is effective for financial statements issued for fiscal years beginning
after June 15, 2002. The Company does not believe the adoption of SFAS No. 143
will have a significant impact on the financial position, results of operations
or cash flows of the Company for fiscal 2002.
The Company adopted Statement of the Financial Accounting Standards Board No.
141, Business Combinations and No. 142, Goodwill and Other Intangible Assets.
SFAS No. 141 addresses the initial recognition and measurement of goodwill and
other intangible assets acquired in a business combination. SFAS No. 142
addresses the initial recognition and measurement of intangible assets acquired
outside of a business combination, whether acquired individually or with a group
of other assets, and the accounting and reporting for goodwill and other
intangibles subsequent to their acquisition. These standards require all future
business combinations to be accounted for using the purchase method of
accounting. Goodwill will no longer be amortized, but instead will be subject to
an impairment test each reporting period. The adoption of SFAS No. 141 and 142
has not had a material impact on the financial position, results of operations
or cash flows of the Company. The Company does not have any amortization expense
related to goodwill in its results of operations.
7
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.
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.
RESULTS OF OPERATIONS
13 Weeks Ended May 4, 2002 (First Quarter of Fiscal 2002) Compared to 13 Weeks
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Ended May 5, 2001 (First Quarter of Fiscal 2001)
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Net sales increased $17.0 million, or 27.0%, to $79.9 million during the first
quarter of fiscal 2002 from $62.9 million during the first quarter of fiscal
2001. Approximately $15.0 million or 88% of the increase in net sales in the
first quarter of fiscal 2002 were attributable to 101 new or non-comparable Hot
Topic stores, with the remainder of the increase coming from Torrid stores, 10
Hot Topic expanded/relocated stores, and the websites hottopic.com and
torrid.com. Comparable store sales for the quarter decreased 0.5%. In the first
quarter of fiscal 2001, comparable store sales increased by 8.0%. At the end of
the first quarter of fiscal 2002, 261 of the Company's 372 Hot Topic stores were
included in the comparable store base, compared to 207 of the 293 Hot Topic
stores open at the end of the first quarter of fiscal 2001.
Sales of apparel and tee-shirt category merchandise, as a percentage of total
net sales, were 53% in the first quarter of fiscal 2002 compared to 51% in the
first quarter of fiscal 2001. The increase in apparel was primarily due to
increases in sales of music-licensed tee-shirts and women's tops. These sales
increases were offset in part by decreases in certain accessory categories.
Gross margin increased $5.0 million to $28.5 million during the first quarter of
fiscal 2002 from $23.5 million during the first quarter of fiscal 2001. As a
percentage of net sales, gross margin decreased to 35.6% during the first
quarter of fiscal 2002 from 37.3% in the first quarter of fiscal 2001. Occupancy
and store depreciation expenses were 1.3% higher in the first quarter of 2002
compared to the first quarter of 2001 primarily as a result of lower sales per
square foot, depreciation expenses for the new point of sales platform installed
in the third quarter of fiscal 2001 and enhancements made to the Company's
website fulfillment system. The Company's merchandise margins, as a percentage
of sales, were approximately 0.5% lower principally from lower accessories sales
mix as a percentage of the total sales and higher markdowns in the Torrid
stores. The higher Torrid markdowns were related to minimum purchases of
merchandise required in excess of what was needed for the small store base.
Distribution expenses were 0.1% lower primarily as a result of efficiencies
gained in the Company's distribution center operations.
Selling, general and administrative expenses increased $4.2 million to $22.9
million during the first quarter of fiscal 2002 from $18.7 million during the
first quarter of fiscal 2001, but decreased as a percentage of net sales to
28.7% in the first quarter of fiscal 2002 from 29.8% in the first quarter of
fiscal 2001. The total dollar increase in selling, general and administrative
expenses was primarily attributable to an increase in the number of retail
stores from 296 at the end of the first quarter of fiscal 2001 to 379 (including
Torrid stores) at the end of the first quarter of fiscal 2002 and the
corresponding additional payroll and other expenses required to support these
additional stores. The decrease as a percentage of net sales was primarily due
to improved control of store payroll expenses (somewhat offset by higher selling
payroll rates and higher benefit costs) and leveraging of headquarters and field
management expenses.
8
Operating income increased $0.8 million or 17.0% to $5.5 million during the
first quarter of fiscal 2002 from $4.7 million during the first quarter of
fiscal 2001. As a percentage of net sales, the operating income was 6.9% in the
first quarter of fiscal 2002 compared to 7.5% in the first quarter of fiscal
2001.
Interest income, net, decreased $0.2 million to $0.4 million in the first
quarter of fiscal 2002 from $0.6 million in the first quarter of fiscal 2001,
principally due to lower average interest rates offset in part by the additional
interest earned from higher average cash balances.
LIQUIDITY AND CAPITAL RESOURCES
Historically, as well as during the first quarter of fiscal 2002, 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 used in operating activities were $1.0 million for the first quarter
of fiscal 2002 compared to $1.2 million provided by operating activities in the
first quarter of fiscal 2001. The decrease of $2.2 million in cash flows from
operating activities in the first quarter of fiscal 2002 compared to the first
quarter of fiscal 2001 resulted primarily from a decrease in income taxes
payable of $4.1 million and an increase in inventories balances of $1.3 million.
These decreases in cash flow from operating activities were partially offset by
an increase in accrued liabilities of $2.1 million, an increase in depreciation
and amortization of $0.9 million and an increase in net income of $0.3 million.
The decrease in income taxes payable is primarily due to timing of income tax
payments, the inventory increase is related to 83 new stores and the increase in
accrued liabilities is primarily due to lower year-end bonus payouts, and the
additional payroll related accruals.
Cash flows used in investing activities were $12.0 million and $11.4 million in
the first quarter of fiscal 2002 and 2001, respectively. The $0.6 million
increase in net cash used in investing activities is due to an increase in
purchases of property and equipment ($2.7 million) offset by the net change in
short-term investments ($2.1 million). Cash flows used in purchases of property
and equipment relate primarily to store openings, expansion/relocations of older
Hot Topic stores, purchase of computer hardware and software and in the first
quarter of fiscal 2002 the expansion of the Company's headquarters and
distribution center. The $2.7 million increase in purchases of property and
equipment relates primarily to the $3.2 million expansion of the headquarters
and distribution center, $0.5 million in development costs and design for the
Company's websites with plans of a relaunch in the second quarter of fiscal
2002, offset by a decrease of $1.1 million relating to new Torrid stores (lower
per square foot construction costs and later construction start dates in the
first quarter of fiscal 2002 compared to the first quarter of fiscal 2001).
Cash flows provided by financing activities were $2.5 million and $1.1 million
in the first quarter of fiscal 2002 and 2001, respectively. This increase was
primarily due to the additional proceeds received and tax related benefit from
the exercise of stock options in the first quarter of fiscal 2002 compared to
the first quarter of fiscal 2001.
In addition, on May 8, 2002 the Company announced that its Board of Directors
had approved the repurchase of up to an aggregate of 1,000,000 shares of its
Common Stock. The Company intends to make repurchases from time to time on the
open market at prevailing market prices or in negotiated transactions off the
market. The repurchase is expected to continue through January 31, 2003 unless
extended or shortened by the Company's Board of Directors. As of the filing date
of this Quarterly Report on Form 10-Q for the first quarter of fiscal 2002, the
Company has not repurchased any of these shares of Common Stock. 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.
9
CRITICAL ACCOUNTING POLICIES
The preparation of the Company's financial statements requires the Company to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosures of contingent assets
and liabilities. On an ongoing basis, the Company evaluates estimates, including
those related primarily to inventories, long-lived assets and contingencies. The
Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.
The Company believes the following critical accounting policies affect the more
significant judgments and estimates used in the preparation of our consolidated
financial statements. For a further discussion on the application of these and
other accounting policies, refer to the financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended February
2, 2002.
INVENTORIES: Inventories and related cost of sales are accounted for by the
retail method. The cost of inventory is valued at the lower of average cost or
market, on a first-in, first-out (FIFO) basis, utilizing the retail method. Each
month, slow moving or seasonally obsolete merchandise is marked down. The first
markdown is typically to 50% of the original retail. In cases where the
merchandise does not sell after the first markdown, an additional markdown is
made in a subsequent month. Any marked down merchandise that does not sell is
marked down to a zero value and removed from the store, approximately three
months after the original markdown. In determining the lower of average cost or
market value of period ending inventories, consistently applied valuation
criteria is used. Consideration is given to a number of quantitative factors,
including anticipated subsequent permanent markdowns and aging of inventories.
VALUATION OF LONG-LIVED ASSETS: The Company assesses the impairment of
long-lived assets whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Factors considered important that could
trigger an impairment review include a significant underperformance relative to
expected historical or projected future operating results, a significant change
in the manner of the use of the asset or a significant negative industry or
economic trend. When the Company determines that the carrying value of
long-lived assets may not be recoverable based upon the existence of one or more
of the above indicators of impairment, the Company will measure any impairment
based on a projected discounted cash flow method using a discount rate
determined by our management. The Company has not historically had an impairment
of a long-lived asset.
10
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 back-to-school, Halloween and Holiday seasons
(defined as the week of Thanksgiving through the first few days of January), 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, back-to-school seasons and spring break
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 relationships with mall developers and
operators, the availability of mall space for planned expansion, 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 2, 2002.
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
------ -----------------------
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: 6/14/02 /s/ Elizabeth M. McLaughlin
---------------------------
Elizabeth M. McLaughlin
Chief Executive Officer, President and Director
(Principal Executive Officer)
Date: 6/14/02 /s/ James J. McGinty
--------------------
James J. McGinty
Chief Financial Officer
(Principal Financial and Accounting Officer)
12