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GUITAR CENTER, INC. Form 10-K Annual Report Filed 2013-03-26

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GUITAR CENTER, INC. Form 10-K Annual Report Filed 2013-03-26 SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2013-03-26 | Period of Report: 2012-12-31 SEC Accession No. 0001104659-13-024368 (HTML Version on secdatabase.com) FILER GUITAR CENTER, INC. Mailing Address Business Address 5795 LINDERO CANYON RD 5795 LINDERO CANYON RD CIK:1021113| IRS No.: 954600862 | State of Incorp.:DE | Fiscal Year End: 1231 WESTLAKE VILLAGE CA WESTLAKE VILLAGE CA Type: 10-K | Act: 34 | File No.: 000-22207 | Film No.: 13716047 91362 91362 SIC: 5731 Radio, tv & consumer electronics stores 8187358800 GUITAR CENTER HOLDINGS, INC. Mailing Address Business Address 5795 LINDERO CANYON 5795 LINDERO CANYON CIK:1427553| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 ROAD ROAD Type: 10-K | Act: 34 | File No.: 333-175270-07 | Film No.: 13716046 WESTLAKE VILLAGE CA WESTLAKE VILLAGE CA SIC: 5731 Radio, tv & consumer electronics stores 91362 91362 818-735-8888 Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-175270-07 GUITAR CENTER HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 26-0843262 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 5795 Lindero Canyon Road Westlake Village, California 91362 (818) 735-8800 (Address of Principal Executive Offices, including Zip Code) (Registrants Telephone Number, Including Area Code) Commission File Number 000-22207 GUITAR CENTER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 95-4600862 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 5795 Lindero Canyon Road Westlake Village, California 91362 (818) 735-8800 (Address of Principal Executive Offices, including Zip Code) (Registrants Telephone Number, Including Area Code) Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities registered pursuant to Section 12(b) of the Act: Guitar Center Holdings, Inc. (Holdings) None Guitar Center, Inc. (Guitar Center) None Securities registered pursuant to Section 12(g) of the Act: Holdings None Guitar Center None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Holdings YES o NO x Guitar Center YES o NO x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Holdings YES x NO o Guitar Center YES x NO o 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. Holdings* YES o NO o Guitar Center* YES o NO o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Holdings YES x NO o Guitar Center YES x NO o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Holdings x Guitar Center x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act: Holdings Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o (Do not check if a smaller reporting company) Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Guitar Center Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Holdings YES o NO x Guitar Center YES o NO x As of June 30, 2012, there was no established public trading market for any of the common stock of Holdings or Guitar Center. As of March 15, 2013, there were 9,740,160 shares of common stock, $0.01 par value per share, of Holdings outstanding. As of March 15, 2013, there were 100 shares of common stock, $0.01 par value per share, of Guitar Center outstanding, all of which are owned by Holdings. *The registrants have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, but are not required to file such reports under such sections. Documents Incorporated by Reference: None Table of Contents TABLE OF CONTENTS Part I 3 Item 1. Business 3 Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 23 Item 2. Properties 23 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 26 Part II 26 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. Selected Financial Data 26 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 50 Item 8. Financial Statements and Supplementary Data 50 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 50 Item 9A. Controls and Procedures 51 Item 9B. Other Information 51 Part III 52 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 10. Directors, Executive Officers and Corporate Governance 52 Item 11. Executive Compensation 55 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 71 Item 13. Certain Relationships and Related Transactions, and Director Independence 72 Item 14. Principal Accounting Fees and Services 74 Part IV 75 Item 15. Exhibits and Financial Statement Schedules 75 Signatures 1 Table of Contents Explanatory Note This Annual Report on Form 10-K is a combined annual report being filed by Guitar Center, Inc. (Guitar Center) and Guitar Center Holdings, Inc. (Holdings). Guitar Center is a direct, wholly-owned subsidiary of Holdings. Each of Guitar Center and Holdings is filing on its own behalf all of the information contained in this annual report that relates to such company. Where information or an explanation is provided that is substantially the same for each company, such information or explanation has been combined in this annual report. Where information or an explanation is not substantially the same for each company, separate information and explanation has been provided. In addition, separate consolidated financial statements for each company are included in this annual report. 2 Table of Contents Part I Item 1. Business The following discussion, as well as other portions of this annual report, contains forward-looking statements that reflect our plans, estimates and beliefs. Any statements (including, but not limited to, statements to the effect that we or our management anticipate, plan, estimate, expect, believe, intend, and other similar expressions) that are not statements of historical fact should be considered forward-looking statements and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report. Specific examples of forward-looking statements include, but are not limited to, statements regarding our forecasts of financial performance, capital expenditures, working capital requirements and forecasts of effective tax rates. Our actual results could materially differ from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, and particularly in Risk Factors. Unless otherwise indicated or the context otherwise requires, the terms we, us, the Company, Guitar Center, our and other similar terms refer to the business of Guitar Center, Inc. and its consolidated subsidiaries, and the term Holdings refers to Guitar Center Holdings, Inc. and its subsidiaries. With respect to information regarding the terms of our 11.50% senior notes due 2017 (the senior notes), the term Guitar Center refers only to Guitar Center, Inc. and not to any of its subsidiaries. With respect to information regarding the terms of our 14.09% senior PIK notes due 2018 (the senior PIK notes and, together with the senior notes, the notes), Holdings refers only to Guitar Center Holdings, Inc. and not to any of its subsidiaries. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Overview Introduction We are the leading retailer of music products in the United States. We operate three business units under our Guitar Center, direct response and Music & Arts brands.
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