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 April 30, 2005
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.
(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 | |
| (Address of principal executive offices) | (Zip Code) | |
(626) 839-4681
(Registrants telephone number, including area code)
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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: May 17, 2005 44,924,303 shares of common stock, no par value.
HOT TOPIC, INC.
| Page No. | ||||
| PART I. FINANCIAL INFORMATION | ||||
| Item 1. |
Financial Statements (Unaudited): | |||
| Consolidated Balance Sheets April 30, 2005 and January 29, 2005 |
3 | |||
| 4 | ||||
| 5 | ||||
| 6-12 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 13-26 | ||
| Item 3. |
Quantitative and Qualitative Disclosures about Market Risk | 26 | ||
| Item 4. |
Controls and Procedures | 26 | ||
| PART II. OTHER INFORMATION | ||||
| Item 1. |
Legal Proceedings | 27 | ||
| Item 6. |
Exhibits and Reports on Form 8-K | 28 | ||
| 29 | ||||
2
Hot Topic, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share amounts)
(Unaudited)
| April 30, 2005 |
May 1, 2004 (As Restated) |
January 29, 2005 (Audited) |
||||||||||
| Assets |
||||||||||||
| Current assets: |
||||||||||||
| Cash and cash equivalents |
$ | 14,625 | $ | 11,021 | $ | 5,248 | ||||||
| Short-term investments |
41,338 | 75,250 | 61,091 | |||||||||
| Inventory |
69,255 | 57,623 | 60,481 | |||||||||
| Prepaid expenses and other |
12,567 | 11,089 | 12,390 | |||||||||
| Deferred tax assets |
2,541 | 2,259 | 2,541 | |||||||||
| Total current assets |
140,326 | 157,242 | 141,751 | |||||||||
| Leaseholds, fixtures and equipment, net |
146,437 | 112,140 | 136,401 | |||||||||
| Deposits and other |
246 | 193 | 243 | |||||||||
| Total assets |
$ | 287,009 | $ | 269,575 | $ | 278,395 | ||||||
| Liabilities and shareholders equity |
||||||||||||
| Current liabilities: |
||||||||||||
| Accounts payable |
$ | 18,862 | $ | 22,042 | $ | 17,874 | ||||||
| Accrued liabilities |
29,637 | 22,913 | 27,769 | |||||||||
| Income taxes payable |
2,224 | 2,305 | 8,887 | |||||||||
| Total current liabilities |
50,723 | 47,260 | 54,530 | |||||||||
| Deferred rent |
33,249 | 23,603 | 30,227 | |||||||||
| Deferred tax liability |
6,076 | 1,657 | 6,076 | |||||||||
| 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; 150,000,000 shares authorized; 44,916,005; 46,983,700 and 44,592,836 shares issued and outstanding at April 30, 2005, May 1, 2004 and January 29, 2005, respectively |
95,338 | 134,933 | 90,921 | |||||||||
| Retained earnings |
101,846 | 62,450 | 96,847 | |||||||||
| Accumulated other comprehensive loss |
(223 | ) | (328 | ) | (206 | ) | ||||||
| Total shareholders equity |
196,961 | 197,055 | 187,562 | |||||||||
| Total liabilities and shareholders equity |
$ | 287,009 | $ | 269,575 | $ | 278,395 | ||||||
See notes to consolidated financial statements.
3
Hot Topic, Inc. and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | ||||||
| April 30, 2005 |
May 1, 2004 (As Restated) | |||||
| Net sales |
$ | 149,762 | $ | 128,143 | ||
| Cost of goods sold, including buying, distribution and occupancy costs |
98,597 | 83,958 | ||||
| Gross margin |
51,165 | 44,185 | ||||
| Selling, general and administrative expenses |
43,401 | 35,985 | ||||
| Operating income |
7,764 | 8,200 | ||||
| Interest income, net |
338 | 352 | ||||
| Income before income taxes |
8,102 | 8,552 | ||||
| Provision for income taxes |
3,103 | 3,275 | ||||
| Net income |
$ | 4,999 | $ | 5,277 | ||
| Net income per share: |
||||||
| Basic |
$ | 0.11 | $ | 0.11 | ||
| Diluted |
$ | 0.11 | $ | 0.11 | ||
| Shares used in computing net income per share: |
||||||
| Basic |
44,748 | 48,019 | ||||
| Diluted |
46,175 | 50,131 | ||||
See notes to consolidated financial statements.
4
Hot Topic, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three Months Ended |
||||||||
| April 30, 2005 |
May 1, 2004 (As Restated) |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income |
$ | 4,999 | $ | 5,277 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
6,897 | 5,511 | ||||||
| Tax benefit from exercise of stock options |
1,283 | 767 | ||||||
| Stock-based compensation |
39 | 39 | ||||||
| Loss on disposal of fixed assets |
66 | 38 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Inventory |
(8,774 | ) | (5,686 | ) | ||||
| Prepaid expenses and other current assets |
(178 | ) | (435 | ) | ||||
| Deposits and other assets |
(3 | ) | (4 | ) | ||||
| Accounts payable |
988 | 6,201 | ||||||
| Accrued liabilities |
1,828 | (5,225 | ) | |||||
| Deferred rent |
3,022 | 1,759 | ||||||
| Deferred taxes |
| (51 | ) | |||||
| Income taxes payable |
(6,663 | ) | (4,973 | ) | ||||
| Net cash provided by operating activities |
3,504 | 3,218 | ||||||
| INVESTING ACTIVITIES |
||||||||
| Purchases of leasehold, fixtures and equipment |
(16,998 | ) | (14,885 | ) | ||||
| Proceeds from sale of short-term investments |
39,600 | 87,493 | ||||||
| Purchases of short-term investments |
(19,863 | ) | (46,551 | ) | ||||
| Net cash used in investing activities |
2,739 | 26,057 | ||||||
| FINANCING ACTIVITIES |
||||||||
| Repurchase of common stock |
| (31,286 | ) | |||||
| Proceeds from employee stock purchases and exercise of stock options |
3,134 | 1,146 | ||||||
| Net cash (used in) provided by financing activities |
3,134 | (30,140 | ) | |||||
| (Decrease) increase in cash and cash equivalents |
9,377 | (865 | ) | |||||
| Cash and cash equivalents at beginning of year |
5,248 | 11,886 | ||||||
| Cash and cash equivalents at end of year |
$ | 14,625 | $ | 11,021 | ||||
| SUPPLEMENTAL INFORMATION |
||||||||
| Cash paid during the year for interest |
$ | 1 | $ | 2 | ||||
| Cash paid during the year for income taxes |
$ | 8,492 | $ | 7,562 | ||||
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
Hot Topic, Inc. is a mall-based specialty retailer operating the Hot Topic and Torrid store concepts. Hot Topic sells a selection of music/pop culture-licensed and music/pop culture-influenced apparel, accessories and gift items for young men and women principally between the ages of 12 and 22. In fiscal 2001 (the fiscal year ended February 2, 2002), we launched a second retail concept under the trade name Torrid. Torrid sells apparel, lingerie, shoes and accessories designed for various lifestyles for plus-size females between the ages of 15 and 29. At the end of the first quarter (April 30, 2005) of fiscal 2005 (the fiscal year ending January 28, 2006), we operated 607 Hot Topic stores in 50 states and Puerto Rico, and 87 Torrid stores. We also maintain two distinct websites, www.hottopic.com (hottopic.com) and www.torrid.com (torrid.com), which reflect the Hot Topic and Torrid store concepts and sell merchandise similar to that sold in the respective stores. We have one reportable segment given the similarities of the economic characteristics among the store formats. Throughout this report, the terms our, we and us refer to Hot Topic, Inc. and its subsidiaries.
The information set forth in these financial statements is unaudited except for the January 29, 2005 Consolidated 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 entries, necessary for a fair presentation have been included. The results of operations for the three months ended April 30, 2005 are not necessarily indicative of the results that may be expected for the year ending January 28, 2006.
Certain reclassifications have been made to prior year periods to conform to current period presentation. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended January 29, 2005.
NOTE 2. Restatement of Prior Financial Information
In March 2005, we restated our consolidated financial statements for fiscal 2004, which included our consolidated balance sheet at May 1, 2004, and our consolidated statements of income and cash flows for the three months ended May 1, 2004. The restatement also affected periods prior to fiscal 2004. The restatement corrected our historical accounting for operating leases. For information with respect to the restatement, See Note 2 to the consolidated financial statements contained in our Annual Report on Form 10-K for fiscal 2004. We did not amend our previously filed Quarterly Reports on Form 10-Q for the restatement, therefore the financial statements and related financial information contained in such reports should no longer be relied upon. Throughout this Form 10-Q, all reference amounts for affected prior periods and prior period comparisons reflect the balances and amounts on a restated basis.
6
As a result of this restatement, our financial results have been adjusted as follows (in thousands, except per share data):
| Consolidated Statements of Income | ||||||||||
| Three months ended May 1, 2004 |
As Previously Reported |
Adjustments |
As Restated | |||||||
| Cost of goods sold, including buying, distribution and occupancy costs |
$ | 83,826 | $ | 132 | $ | 83,958 | ||||
| Operating income |
8,332 | (132 | ) | 8,200 | ||||||
| Income before income taxes |
8,684 | (132 | ) | 8,552 | ||||||
| Provision for income taxes |
3,326 | (51 | ) | 3,275 | ||||||
| Net income |
5,358 | (81 | ) | 5,277 | ||||||
| Net income per share - basic |
0.11 | | 0.11 | |||||||
| Net income per share - diluted |
0.11 | | 0.11 | |||||||
| Consolidated Balance Sheets | ||||||||||
| At May 1, 2004 |
As Previously Reported |
Adjustments |
As Restated | |||||||
| Leasehold, fixtures and equipment, net |
$ | 96,236 | $ | 15,904 | $ | 112,140 | ||||
| Total assets |
253,671 | 15,904 | 269,575 | |||||||
| Income taxes payable |
2,269 | 36 | 2,305 | |||||||
| Deferred rent |
3,368 | 20,235 | 23,603 | |||||||
| Deferred taxes, net |
3,316 | (1,659 | ) | 1,657 | ||||||
| Retained earnings |
65,158 | (2,708 | ) | 62,450 | ||||||
| Total shareholders equity |
199,763 | (2,708 | ) | 197,055 | ||||||
| Total liabilities and shareholders equity |
253,671 | 15,904 | 269,575 | |||||||
| Consolidated Statement of Cash Flows | ||||||||||
| Three months ended May 1, 2004 |
As Previously Reported |
Adjustments |
As Restated | |||||||
| Net cash provided by operating activities |
$ | 1,311 | $ | 1,907 | $ | 3,218 | ||||
| Net cash provided by investing activities |
27,964 | (1,907 | ) | 26,057 | ||||||
NOTE 3. Net Income Per Share
We compute net income per share pursuant to Statement of Financial Accounting Standards (SFAS) No. 128 Earnings Per Share. 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
7