ELECTRONICS BOUTIQUE HOLDINGS CORP - 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 2, 2003

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: 000-24603

ELECTRONICS BOUTIQUE HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware		51-0379406
(State of Incorporation)		(IRS Employer Identification Number)

	931 South Matlack Street West Chester, Pennsylvania	19382
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 610/430-8100

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 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 ý NO o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES ý NO o

At September 8, 2003, there were 24,721,566 shares of common stock outstanding.

ELECTRONICS BOUTIQUE HOLDINGS CORP.

AND SUBSIDIARIES

INDEX

Part I.	Financial Information

	Item 1. Financial Statements
	Consolidated Balance Sheets at August 2, 2003 (unaudited) and February 1, 2003

	Consolidated Statements of Income (unaudited) Thirteen weeks ended and twenty-six weeks ended August 2, 2003 and August 3, 2002

	Consolidated Statements of Cash Flows (unaudited) Twenty-six weeks ended August 2, 2003 and August 3, 2002

	Notes to Consolidated Financial Statements (unaudited)

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Item 4. Controls and Procedures

Part II.	Other Information

	Item 1. Legal Proceedings

	Item 4. Submission of Matters to a Vote of Security Holders

	Item 6. Exhibits and Reports on Form 8-K

Signatures

ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share amounts)

	August 2, 2003			February 1, 2003
	(unaudited)
Assets

Current assets:
Cash and cash equivalents	$	90,378		$	121,873
Accounts receivable:
Trade and vendors	14,628			14,298
Other	240			263
Merchandise inventories	173,951			226,866
Deferred tax asset	9,189			9,870
Prepaid expenses	13,326			9,310
Total current assets	301,712			382,480

Property and equipment:
Building & leasehold improvements	102,560			97,107
Fixtures and equipment	103,401			93,399
Land	5,628			5,427
Construction in progress	2,680			1,968
	214,269			197,901
Less accumulated depreciation and amortization	98,998			87,975
Net property and equipment	115,271			109,926

Goodwill and other intangible assets, net of accumulated amortization of $547 and $377	12,870			12,041
Deferred tax asset	11,876			11,854
Other noncurrent assets	4,805			5,313

Total assets	$	446,534		$	521,614

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	139,219		$	176,146
Accrued expenses	41,687			43,242
Income taxes payable	1,064			18,595
Total current liabilities	181,970			237,983

Long-term liabilities:
Deferred rent and other long-term liabilities	11,229			9,131
Total long-term liabilities	11,229			9,131

Total liabilities	193,199			247,114

Stockholders’ equity
Preferred stock – authorized 25,000 shares; $.01 par value; no shares issued and outstanding at August 2, 2003 and February 1, 2003	—			—
Common stock – authorized 100,000 shares; $.01 par value; 26,098 shares issued and 24,598 shares outstanding at August 2, 2003; 25,882 shares issued and outstanding at February 1, 2003	261			259
Treasury stock – 1,500 and 0 shares at August 2, 2003 and February 1, 2003, respectively, at cost	(31,770		)	—
Additional paid-in capital	172,752			169,527
Accumulated other comprehensive income (loss)	1,423			(1,113		)
Retained earnings	110,669			105,827

Total stockholders’ equity	253,335			274,500

Total liabilities and stockholders’ equity	$	446,534		$	521,614

See accompanying notes to consolidated financial statements.

ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except per share amounts)

	Thirteen weeks ended				Twenty-six weeks ended
	August 2, 2003		August 3, 2002		August 2, 2003		August 3, 2002

Net sales	$	300,574	$	261,061	$	602,395	$	497,333
Management fees	1,509		1,574		3,152		2,942
Total revenues	302,083		262,635		605,547		500,275

Cost of goods sold	219,613		196,461		442,882		371,056

Gross profit

Part I.

Financial Information