HASTINGS ENTERTAINMENT INC - 10-K - 20070420 - BUSINESS
Certain written and oral statements set forth below or made by Hastings with the approval of an
authorized executive officer of the Company constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The words believe, expect,
intend, anticipate, project, will and similar expressions identify forward-looking
statements, which generally are not historical in nature. All statements which address operating
performance, events or developments that we expect or anticipate will occur in the future including
statements relating to the business, expansion, merchandising and marketing strategies of Hastings,
industry projections or forecasts, inflation, effect of critical accounting policies including
lower of cost or market for inventory adjustments, the returns process, rental asset depreciation,
store closing reserves, impairment or disposal of long-lived assets, revenue recognition,
comparable-store revenues and vendor allowances, sufficiency of cash flow from operations and
borrowings under our revolving credit facility and statements expressing general optimism about
future operating results are forward-looking statements. Such statements are based upon Company
managements current estimates, assumptions and expectations, which are based on information
available at the time of the disclosure, and are subject to a number of factors and uncertainties,
including, but not limited to, whether our assumptions turn out to be correct, our inability to
attain such estimates and expectations, a downturn in market conditions in any industry relating to
the products we inventory, sell or rent, the effects of or changes in economic conditions in the
U.S or the markets in which we operate our stores, volatility of fuel and utility costs, acts of
war or terrorism inside the United States or abroad, our success in forecasting customer demand for
products and legal proceedings; any of which could cause actual results to differ materially from
those described herein. We undertake no obligation to affirm, publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
ITEM 1. BUSINESS.
Hastings Entertainment, Inc. (the Company, Hastings, or Hastings Entertainment) is a leading
multimedia entertainment retailer. We operate entertainment superstores that buy, sell, trade, and
rent various home entertainment products, including books, music, software, periodicals, new and
used CDs, DVDs, video games and videocassettes, video game consoles, and DVD players, as well as
consumables and boutique products such as apparel, t-shirts, action figures, posters, and greeting
cards. As of March 31, 2007, we operated 154 stores in medium-sized markets located in 20 states,
primarily in the Western and Midwestern United States. We also operate a multimedia entertainment
e-commerce web site offering a broad selection of books, music, software, videocassettes, video
games and DVDs. We operate two wholly-owned subsidiaries: Hastings Properties, Inc. and Hastings
Internet, Inc. References herein to fiscal years are to the twelve-month periods that end in
January of each following calendar year. For example, the twelve-month period ended January 31,
2007 is referred to as fiscal 2006.
Our goal is to enhance our position as a leading multimedia entertainment retailer primarily in
medium-sized communities by expanding and remodeling existing stores, opening new stores in
selected markets and to a lesser extent, offering our products through the Internet. Each element
of our business strategy is designed to build consumer awareness of the Hastings concept and
achieve high levels of customer loyalty and repeat business. We believe the key elements of this
strategy are the following:
Superior Multimedia Concept.
Our stores present a wide variety of product categories with
individual products tailored to local preferences in a dynamic and comfortable store atmosphere
with exceptional service. Our diverse product categories allow us to more effectively merchandise
for our customers constant desire for entertainment, regardless of which formats are most popular
at any given time. Our stores average approximately 20,000 square feet of sales space, with our
new stores generally ranging in size from 15,000 to 25,000 square feet of sales space. Our stores
offer customers an extensive product assortment customized for a specific store. Below is a
listing of the approximate minimum and maximum title selections for our stores:
Sale VHS, DVD and Video Games
Rental VHS, DVD, Video Games
Used CDs, DVD, Video Games
Boutique, Consumables and Accessories
The following table shows our revenue mix as a percentage of total revenues for the last three
All stores carry a core product assortment for each product category that is supplemented with
tailored components to accommodate the particular demographic profile and demand of the local
market in which the store operates through the utilization of our proprietary purchasing and
inventory management systems. We believe that our multimedia format reduces our reliance on and
exposure to any particular entertainment segment and enables us to efficiently add exciting new
entertainment categories to our product line.
Medium-Sized Market Focus.
We target medium-sized markets with populations generally less than
250,000 where our extensive product selection in both new and used products, low pricing strategy,
ability to trade-in, efficient operations and superior customer service enable us to become the
markets destination entertainment store. We believe that the medium-sized markets where we
operate the majority of our stores present an opportunity to profitably operate and expand our
unique entertainment store format. We base our merchandising strategy for our stores on an in-depth
understanding of our customers and our individual markets. We strive to optimize each stores
merchandise selection by using our proprietary information systems to analyze the sales history,
and demographics of each stores market. In addition, we utilize flexible layouts that enable each
store to present our products according to local interests and to customize the layout in response
to new customer preferences and product lines.
We design our stores to provide an easy-to-shop, open store atmosphere
by offering major product categories in a store-within-a-store format. Most of our stores
position product with customer affinities together around a wide racetrack aisle or in three
departments (e.g., books, music/video games/boutique and video) that are designed to allow
customers to view the entire store. Currently 92 stores utilize some form of the three-department
format and the Company plans to expand this model to an additional seven stores in fiscal 2007.
This store configuration produces significant cross-marketing opportunities among the various
entertainment departments, which we believe results in higher average transaction volumes and
impulse purchases. To encourage browsing and the perception of Hastings as a community gathering
place, we have continued to invest in our line of Hard Back Cafes. At January 31, 2007, we had 66
Hard Back Cafes serving gourmet coffee and pastries, 27 of which allow the customer to place
drive-thru orders, and we have plans for an additional five stores to open Hard Back Cafes in
fiscal 2007. Stores without Hard Back Cafes have incorporated other amenities, such as comfortable
chairs for reading, soft drinks and snacks, music and video game auditioning stations, interactive
information kiosks, childrens reading areas and in-store promotional events.
Our pricing strategy is to offer value to our customers by maintaining low prices
that are competitive with or lower than the prices charged by other retailers in the market. We
determine our prices on a market-by-market basis, depending on the level of competition and other
market-specific considerations. We believe that our low pricing structure results in part from (i)
our ability to purchase a majority of our products directly from publishers, studios and
manufacturers as opposed to purchasing from distributors, (ii) our proprietary information systems,
to which we have made improvements that have enabled management to make more precise and targeted
purchases and pricing for each store and (iii) our consistent focus on maintaining low occupancy
and operating costs.
Used and Budget-Priced Products.
Since 1992, we have bought or traded for customers CDs to sell
as used product in order to leverage the value of our CD offering. Since 2001, we have added DVDs
and video games and since 2004, we have added used books to our used product offerings. In
addition to used products, we offer budget-priced products in all of our major product categories
to provide enhanced value to our customers. During fiscal 2006 and 2005, we generated
approximately 9.9% and 9.4%, respectively, of our total revenues from used and budget-priced
products. We believe customer loyalty and additional visits are created by customers trading in
unwanted entertainment media for cash or credit. Additionally, we offer used and budget products
allowing the customer to choose between a new or a less expensive used copy of the same title.
Augmenting our store offering, we operate an e-commerce Internet web site
). Our site enables customers to electronically access more than 1,000,000 new
and used entertainment products and unique, contemporary gifts. Additionally, we fill Internet
orders for used products placed at
and Amazon Marketplace through Hastings
goShip program in which 56 stores participate and ship product directly from store inventories. We
plan to expand this program to an additional 30 stores in fiscal 2007. Our site features
exceptional product and pricing offers, search and auditioning capabilities, and digital
downloading of music selections. The web site is designed to fully integrate into a store kiosk to
leverage both the physical and digital shopping experience. The site also features an Investor
Relations section with links to past press release information and filings with the Securities and
Exchange Commission, including officer certifications of financial information listed as exhibits
to such filings.
We plan to open three stores and expand or relocate five stores during fiscal 2007. We have
identified potential locations for future stores in under-served, medium-sized markets that meet
our new-market criteria. Management intends to continue its practice of reviewing the profitability
trends and prospects of existing stores and closing or relocating under-performing stores. We
believe that with our current information systems and distribution capabilities, our infrastructure
can support our anticipated rate of expansion and growth for at least the next several years.
Hastings Entertainment is a leading entertainment retailer. The combination of music, books,
periodicals, videos, video games, boutique, and consumables are unique in the marketplace. These
core categories, supplemented by our video and video game rental business and the ability of our
customers to buy, sell, and trade used products, create a store environment that appeals to a broad
customer base and positions our stores as destination entertainment stores in our targeted
The specific merchandise mix within our core product categories is continually refined to reflect
changing trends and new technologies. Product assortments are tailored to match the local
demographic profiles with our customers needs at the community level kept in mind. This store
level profiling is accomplished through our proprietary purchasing, inventory management,
selection, and database management systems.
Our information system is based on technology that allows for communication and exchange of current
information among all locations, corporate and retail, via a wide-area network. The primary
components of the information system are as follows:
New Release Allocation.
Our buyers use our proprietary new release allocation system to purchase
new release products for the stores and have the ability within the system to utilize multiple
methods of forecasting demand. By using store-specific sales history, factoring in specific market
traits, applying sales curves for similar titles or groups of products and minimizing subjectivity
and human emotion from a transaction, the system customizes purchases for each individual store to
satisfy customer demand. The process provides the flexibility to allow us to anticipate customer
needs, including tracking missed sales and factoring in regional influences. We believe that the
new release allocation system enables us to increase revenues by having the optimum levels and
selection of products available in each store at the appropriate time to satisfy customers
Rental Asset Purchasing System.
Our proprietary rental asset purchasing system uses store-specific
performance on individual rental titles to anticipate customer demand for new release rental
titles. The system analyzes the first eight weeks performance of a similar title and factors in
the effect of such influences as seasonal trends, box office draw and prominence of the movies
cast to customize an optimum inventory for each individual store. The system also allows for the
customized purchasing of other catalog rental assets on an individual store basis, additional copy
depth requirements under revenue-sharing agreements and timely sell-off of previously viewed tapes.
We believe that our rental asset purchasing system allows us to efficiently plan and stock each
stores rental asset inventory, thereby improving performance and reducing exposure from excess
Store replenishment covers three main areas for controlling a stores
Selection management constantly analyzes store-specific sales, traits and
seasonal trends to determine title selection and inventory levels for each individual store. By
forecasting annual sales of products and consolidating recommendations from store management, the
system enables us to identify overstocked or understocked items, prompt required store actions
and optimize inventory levels. The system tailors each stores individual inventory to the
market, utilizing over 1,200 product categories, configurations and product status.
Model Stock Calculation/Ordering.
Model stock calculation uses store-specific sales, seasonal
trends and sophisticated-sales curve fitting to forecast orders. It also accounts for turnaround
time from a vendor or our distribution center and tracks historical missed sales to adjust orders
to adequately fulfill sales potential. Orders are currently calculated on a weekly basis and
transmitted by all stores to the corporate office to establish a source vendor for the product.
Inventory management systems interface with other store systems and
accommodate electronic receiving and returns to maintain perpetual inventory information. Cycle
counting procedures allow us to perform all physical inventory functions, including the counting
of each stores inventory up to two times per year. The system provides feedback to assist in
researching any variances.
Each store has a dedicated server within the store for processing information
connected through a wide area network. This connectivity provides consolidation of individual
transactions and allows store management and corporate office associates easy access to the
information needed to make informed decisions. Transactions at the store are summarized and used to
assist in staff scheduling, loss prevention and inventory control. All point of sale transactions
utilize scanning technology, which allows for maximum customer efficiency at checkout.
Accounting and Finance.
Our financial accounting software allows us to prepare a variety of
management reports covering store and corporate performance. Detailed financial information for
each store, as well as for warehouse units, which include our distribution and returns facilities,
and the corporate office, are generated on a monthly basis.
Our warehouse management system provides for increased product picking and
shipping efficiencies, faster product introduction and movement from dock to store shipment. The
increased level of detail reporting in our new system allows us to refine product movement within
the four walls, effectively manage the cost per unit transactions, and increase on-hand accuracy.
It has simplified data sharing across the enterprise, and includes event management, analysis and
Distribution and Vendors
Our distribution center is located in a 149,000 square foot facility adjacent to our corporate
headquarters in Amarillo, Texas. This central location and the local labor pool enable us to
realize relatively low transportation and labor costs. The distribution center is utilized
primarily for receiving, storing and distributing approximately 38,000 products offered in
substantially every store. The distribution center also is used in distributing large purchases,
including forward buys, closeouts and other bulk purchases. In addition, the distribution facility
is used to receive, process and ship items to be returned to manufacturers and distributors, as
well as the rebalancing of merchandise inventories among our stores. This facility currently
provides inventory to all Hastings stores and is designed to support our anticipated rate of
expansion and growth for at least the next several years. We ship products weekly to each Hastings
store, facilitating quick and responsive inventory replenishment. Approximately 27% of our total
product, based on store receipts, is distributed through the distribution center. Approximately 73%
of our total product is shipped directly from vendors to the stores.
Our information systems and corporate infrastructure facilitate our ability to purchase products
directly from manufacturers, which contributes to our low-pricing structure. In fiscal 2006, we
purchased the majority of our products directly from manufacturers, rather than through
distributors. Our top three vendors accounted for approximately 18% of total products purchased
during fiscal 2006. While selections from a particular artist or author generally are produced by a
single studio or publisher, we strive to maintain vendor relationships that can provide alternate
sources of supply. Products we purchase are generally returnable to the supplying vendor. Refer
to Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operation General for a description of our returns process.
Most of our stores employ one store manager, one assistant store manager, and one book manager.
Store managers and assistant store managers are responsible for the execution of all operational,
merchandising and marketing strategies for the store in which they work. Stores also generally
have department leaders, who are individually responsible for their respective music, software,
video, customer service and stocking departments. Hastings stores are generally open daily from
10:00 a.m. to 11:00 p.m. However, several stores are open 9:00 a.m. to 11:00 p.m. or 10:00 a.m. to
10:00 p.m. The only days our stores are closed are Thanksgiving and Christmas.
Hastings competes, within our trading areas, with all mass and specialty music, book, video, and
video game retailers. Additionally, Hastings competes with video and video game rental stores and
both Internet retail and rental businesses operating in our core product categories.
Trademarks and Servicemarks
We believe our trademarks and servicemarks, including the marks Hastings Books Music Video;
Hastings Your Entertainment Superstore; Hard Back Café word mark only, word mark with design in
color, and word mark with design in black and white; Hastings Discover Your Entertainment word
mark with design in color and word mark in black and white have significant value and are important
to our marketing efforts. We have registered each of the above as servicemarks with the United
States Patent and Trademark Office (USPTO). We are currently claiming common law rights in the
marks Buy Sell Trade Rent, Hastings Hard Back Café, Hastings Hard Back Coffee Café, and
Hastings Your Entertainment Superstore Hard Back Café. We maintain a policy of pursuing
registration of our principal marks and vigorously opposing any infringement of our marks.
We refer to our employees as associates because of the critical role they play in the success of
each Hastings store and the Company as a whole. As of January 31, 2007, we employed approximately
5,962 associates, of which 2,011 are full-time and 3,951 are part-time associates. Of this number,
approximately 5,475 were employed at retail stores, 221 were employed at our distribution center
and 266 were employed at our corporate offices. None of our associates is represented by a labor
union or subject to a collective bargaining agreement. We believe that our relations with our
associates are good.
Below is certain information about the executive officers of Hastings Entertainment, Inc.
John H. Marmaduke
Chairman of the Board, President and Chief Executive Officer
Alan Van Ongevalle
Senior Vice President of Merchandising
Vice President of Finance and Chief Financial Officer
Vice President of Marketing
Vice President of Product
Vice President of Information Technology
All executive officers are chosen by the Board of Directors and serve at the Boards discretion.
Information concerning the business experience of our executive officers is as follows:
John H. Marmaduke
, age 59, has served as President and Chief Executive Officer of the Company since
July 1976 and as Chairman of the Board since October 1993. Mr. Marmaduke served as President of
the Companys former parent company, Western Merchandisers, Inc. (Western), from 1982 through
June 1994, including the years 1991 through 1994 when Western was a division of Wal-Mart Stores,
Inc. Mr. Marmaduke also serves on the board of directors of the Interactive Entertainment
Merchants Association. Mr. Marmaduke has been active in the entertainment retailing industry with
the Company and its predecessor company for over 30 years.
Alan Van Ongevalle
, age 39, has served as Senior Vice President of Merchandising of the Company
since February 2007. From February 2003 until February 2005, Mr. Van Ongevalle served as Vice
President of Information Technology and Distribution. From August 2002 to February 2003, Mr. Van
Ongevalle served as Vice President of Marketing and Distribution. From May 2000 to August 2002,
Mr. Van Ongevalle served as Vice President of Marketing. From August 1999 to May 2000, Mr. Van
Ongevalle served as the Senior Director of Marketing and as Director of Advertising from September
1998 to August 1999. Mr. Van Ongevalle joined Hastings in November 1992 and held various store
operation management positions including Store Manager, Director of New Stores and the Southern
Kansas area through September 1998.
, age 60, has served as Vice President of Finance and Chief Financial Officer of the
Company since October 2000. From July of 2000 to October 2000, Mr. Crow served as Vice President
of Finance. Mr. Crow is a member of the American Institute of Certified Public Accountants and
Financial Executives International.
, age 50, has served as Vice President of Marketing of the Company since May of 2004.
From 2001 to 2004, Mr. Ball served as Vice President of Marketing at Organized Living, a specialty
retailer of home organization products, headquartered in Kansas City. From 2000 to 2001, Mr. Ball
held the position of Vice President of Marketing at Crown Books in Washington, D.C. and from 1995
to 2000 was the Director of Marketing at Trans World Entertainment in Albany, N.Y.
, age 44, has served as Vice President of Product of the Company since June 2006. Mr.
McConnell most recently served for nine years as Vice President of Merchandising, VMI Services for
Alliance Entertainment Corporation (AEC), the largest wholesale distributor of prerecorded music
and movies in the nation. Previously, Mr. McConnell served in senior merchandising positions with
Best Buy and Circuit City.
, age 42, has served as Vice President of Information Technology of the Company since
February 2007. Mr. Hintz previously served as Senior Director of Application Development since
August 2006. From February 2006 to August 2006, he served as the Director of Application
Development. From August 2003 to August 2006, he served as Director of Retail Technologies. He
was promoted to Director of Store Systems in August of 2001. Mr. Hintz joined Hastings in 1987 as
a store associate.
We file annual, quarterly and current reports, proxy statements and other information with the
Securities and Exchange Commission. The public may read and copy any materials we file with the
SEC at the SECs public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public
may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the
SEC. The address of that site is (
The address of our Internet web site is (
) and through the links on the Investor
Relations portion of our web site, we make available free of charge our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and other items filed with the SEC
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. Such material is made
available through our web site as soon as reasonably practicable after we electronically file with
or furnish the material to the SEC. In addition, links to press releases, our board committee
charters and our code of ethics for financial and other executive officers are posted in the
Investor Relations section of our web site.
ITEM 1A. RISK FACTORS.
An investment in the Company involves significant risks and uncertainties. The cautionary
statements and other information included in this Annual Report on Form 10-K should be carefully
considered. The risks and uncertainties described below are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial also may
impair our business operations. If any of the following risks occur, our business, financial
condition, operating results and cash flows could be materially adversely affected.
Our business is highly seasonal.
As is the case with many retailers, a significant portion of our revenues, and an even greater
portion of our operating profit, is generated in the fourth fiscal quarter, which includes the
holiday selling season. As a result, a substantial portion of our annual earnings has been, and
will continue to be, dependent on the results of this quarter. Less than satisfactory net sales
for such period could have a material adverse effect on the Companys financial condition or
results of operations for the year and may not be sufficient to cover any losses that may have been
incurred in the first three quarters of the year. We experience reduced rental activity in the
spring because customers spend more time outdoors. Major world or sporting events, such as the
Super Bowl, the Olympic Games or the World Series, also have a temporary adverse effect on
revenues. Future operating results may be affected by many factors, including variations in the
number and timing of store openings, the number and popularity of new book, music and video titles,
the cost of the new release or best renter titles, changes in comparable-store revenues,
competition, marketing programs, increases in the minimum wage, weather, special or unusual events,
and other factors that may affect our operations.
Our business is dependent on consumer spending patterns.
Revenues generated from the sale and rental of books, music, videos and other products we carry
have historically been dependent upon discretionary consumer spending, which may be affected by
general economic conditions, natural energy prices, interest rates, consumer confidence and other
factors beyond our control. A decline in consumer spending on the buying and/or rental of the
products we offer could have a material adverse effect on our financial condition and results of
operations and our ability to fund our expansion strategy.
Intense competition from traditional retail sources and the Internet may adversely affect our
We operate in highly competitive industries. For all of our product categories, we compete
directly with national store operators, as well as regional chains and stores, specialty retailers
dealing in our products, independent single
store operators, discount stores, warehouse and mail order clubs, and mass merchandisers. In
addition, the Internet
is a significant channel for retailing for most of the product categories
that we offer. In particular, the retailing of books, music and video over the Internet is highly
competitive. In addition, we face competition from companies engaged in the business of selling
books, music and movies and the renting of movies via electronic means, including the downloading
of music content and in-home video delivery. An increase in competition in the physical or
electronic markets in which we operate could have a material effect on our operations.
Our business could be negatively impacted if the in-store video retailer distribution window is
reduced or eliminated.
A competitive advantage that in-store video retailers currently enjoy over most other movie
distribution channels, except theatrical release, is the early timing of the in-store video
retailer distribution window. After the initial theatrical release of a movie, studios generally
make their movies available to in-store video retailers (for rental and retail, including by mass
merchant retailers) for specified periods of time. This distribution window is typically exclusive
against most other forms of non-theatrical movie distribution, such as pay-per-view,
video-on-demand, premium television, basic cable and network and syndicated television. The length
of this exclusive distribution window for in-store video retailers varies, but has traditionally
ranged from 45 to 60 days for domestic video stores. Thereafter, movies are made sequentially
available to television distribution channels.
Our business could be negatively affected if (i) in-store video retailer distribution windows were
no longer the first following the theatrical release; (ii) the length of the in-store video
retailer distribution windows were shortened; or (iii) the in-store video retailer distribution
windows were no longer as exclusive as they are now because newly released movies would be made
available earlier on these other forms of non-theatrical movie distribution. As a result, consumers
would no longer need to wait until after the in-store video retailer distribution window to view a
newly released movie on these other distribution channels.
We believe that the studios have a significant interest in maintaining a viable in-store video
retail industry. However, the order, length and exclusivity of each window for each distribution
channel is determined solely by the studio releasing the movie, and we cannot predict future
decisions by the studios, or the impact, if any, of those decisions. In addition, any consolidation
or vertical integration of media companies to include both content providers and digital
distributors could pose a risk to the continuation of the distribution window.
Our business is subject to changes in current rental video studio pricing policies.
Recent studio pricing for movies released to in-store video retailers has impacted our video
business. Historically, studio pricing was based on whether or not a studio desired to promote a
movie for both rental and sale to the consumer, or primarily for rental, from the beginning of the
in-store video distribution window. In order to promote a movie title for rental, the title would
be released to in-store video retailers at a price that was too high to allow for an affordable
sales price by the retailer to the consumer at the beginning of the retail in-store video
distribution window. As rental demand subsided, the studio would reduce pricing in order to then
allow for reasonably priced sales to consumers. Currently, substantially all DVD titles are
released at a price to the in-store video retailer that is low enough to allow for an affordable
sales price by the retailer to the consumer from the beginning of the retail in-store video
distribution window. This low sell-through pricing policy has led to increasing competition from
other retailers, including mass merchants and online retailers, who are able to purchase DVDs for
sale to consumers at the same time as traditional in-store video retailers, like Hastings, which
purchase DVDs for rental. In addition, some retailers sell movies at lower prices in order to
increase overall traffic to their stores or businesses, and mass merchants may be more willing to
sell at lower prices, and in some instances, below wholesale. These factors have increased
consumer interest in purchasing DVDs, which has reduced the significance of the VHS rental window.
We believe that the increased consumer purchases are due in part to consumer interest in building
DVD libraries of classic movies and personal favorites and that the studios will remain dependent
on the traditional in-store video retailer to generate revenues for the studios from titles that
are not classics or current box office hits. Approximately 60% of most studios revenues derive
from their home entertainment divisions. We therefore believe the importance
of the video rental industry to the studios will continue to be a factor in studio pricing
decisions. However, we cannot control or predict studio pricing policies with certainty, and we
cannot assure you that consumers will not, as a result of further decreases in studio sell-through
pricing and/or sustained or further
depressed pricing by competitors, increasingly desire to
purchase rather than rent movies. Personal DVD libraries could also cause consumers to rent or
purchase fewer movies in the future. Our profitability could therefore be negatively affected if,
in light of any such consumer behavior, we were unable to (i) grow our rental business, (ii)
replace gross profits from generally higher-margin rentals with gross profits from increased sales
of generally lower-margin sell-through product; or (iii) otherwise positively affect gross profits,
such as through price increases or cost reductions. Our ability to achieve one or more of these
objectives is subject to risks, including the risk that we may not be able to compete effectively
with other DVD retailers, some of whom may have competitive advantages such as the pricing
flexibility described above or favorable consumer perceptions regarding value.
Regardless of the wholesale pricing environment, the extent of our profitability is dependent on
our ability to enter into and maintain arrangements with the studios that effectively balance copy
depth and cost considerations. Each type of arrangement provides different advantages and
challenges for us. The ability to negotiate preferred terms under revenue sharing agreements for
the procurement of DVD or video game titles is crucial to our operations. Our profitability could
be negatively affected if studios were to make other changes in their wholesale pricing policies
and revenue-sharing agreements.
Our business could be negatively impacted by new technology that provides alternate methods of
Advances in technologies such as video-on-demand or certain changes in consumer behavior driven by
these or other technologies and methods of delivery, could have a negative effect on our business.
In particular, our business could be impacted if (i) newly released movies were to be made widely
available by the studios to these technologies at the same time or before they are made available
to in-store video retailers for rental; and (ii) these technologies were to be widely accepted by
consumers. In addition, advances in direct broadcast satellite and cable technologies may
adversely affect public demand for video store rentals. If direct broadcast satellite and digital
cable were to become more widely available and accepted, this could cause a smaller number of
movies to be rented if viewers were to favor the expanded number of conventional channels and
expanded content, including movies, specialty programming and sporting events, offered through
these services. If this were to occur, it could have a negative effect on our video store business.
Direct broadcast satellite providers transmit numerous channels of programs by satellite
transmission into subscribers homes. Also, cable providers are taking advantage of digital
technology to transmit many additional channels of television programs over cable lines to
We rely on certain key personnel.
Management believes that the Companys continued success will depend, to a significant extent, upon
the efforts and abilities of Mr. John H. Marmaduke, Chairman, President and Chief Executive
Officer. The loss of the services of Mr. Marmaduke could have a material adverse effect on our
operations. We maintain a key man term life insurance policy on Mr. Marmaduke for $10 million.
In addition, our success depends, in part, on our ability to retain key management and attract
other personnel to satisfy our current and future needs. The inability to retain key management
personnel or attract additional qualified personnel could have a material adverse effect on our
Our growth is dependent on our ability to execute our expansion strategy.
Our growth strategy is dependent principally on our ability to open new stores and remodel, expand
and/or relocate certain of our existing stores and operate them profitably. In general, the rate
of our expansion depends, among other things, on general economic and business conditions affecting
consumer confidence and spending, the availability of qualified management personnel and our
ability to manage the operational aspects of our growth. It also depends upon the availability of
adequate capital, which in turn depends in a large part upon the cash flow generated from
Our future results will depend, among other things, on the success in implementing our expansion
strategy. If stores are opened more slowly than expected, sales at new stores reach targeted
levels more slowly than expected (or fail to reach targeted levels) or related overhead costs
increase in excess of expected levels, our ability to successfully implement our expansion strategy
would be adversely affected.
Changes to information technology systems may disrupt the supply chain.
We use a number of computerized information systems to manage our new release allocations,
selection management, merchandise planning, pricing, markdowns, and inventory replenishment at each
store and at our distribution facility. These major systems collectively support our supply
chain. Through continuing processes of review and evaluation the Company is implementing
modifications, enhancements, and upgrades to its information technology systems. In some cases
these changes include replacing legacy systems with successor systems. There are inherent risks
associated with modifying or replacing these core systems, including timely accurate movement and
processing of data, which could possibly result in supply chain disruptions. We believe that the
appropriate processes and procedures are in place through our software development life cycle
(SDLC), design, testing, and staging implementation, along with obtaining appropriate commercial
contracts and application documentation with third-party vendors supplying such replacement
technologies. There can be no assurances that we will successfully modify, integrate, or launch
these new systems or changes as planned or that they will occur without supply chain or other
disruptions or without impacts on inventory valuation. These disruptions or impacts, if not
anticipated and appropriately mitigated, could have a negative effect on our financial condition
and results of operations.
Our business is dependent upon renewing or entering into new leases on favorable terms.
All of the Companys stores are located in leased premises. If the cost of leasing existing stores
increases, the Company cannot assure that it will be able to maintain its existing store locations
as leases expire. In addition, the Company may not be able to enter into new leases on favorable
terms or at all, or it may not be able to locate suitable alternative sites or additional sites for
new store expansion in a timely manner. The Companys revenues and earnings may decline if the
Company fails to maintain existing store locations, enter into new leases, locate alternative sites
or find additional sites for new expansion.