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 November 1, 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 |
|
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 December 4, 2003, there were 24,831,384 shares of common stock outstanding.
ELECTRONICS BOUTIQUE HOLDINGS CORP.
AND SUBSIDIARIES
INDEX
|
Part I. |
Financial Information |
|
|
|
|
|
|
|
Item 1. Financial Statements |
|
|
|
Consolidated Balance Sheets at November 1, 2003 (unaudited) and February 1, 2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2
ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
(Amounts in thousands, except per share amounts)
|
|
|
November 1, |
|
February 1, |
|
||
|
|
|
(unaudited) |
|
|
|
||
|
Assets |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
72,924 |
|
$ |
121,873 |
|
|
Accounts receivable: |
|
|
|
|
|
||
|
Trade and vendors |
|
23,920 |
|
14,298 |
|
||
|
Other |
|
271 |
|
263 |
|
||
|
Merchandise inventories |
|
258,607 |
|
226,866 |
|
||
|
Deferred tax asset |
|
11,163 |
|
9,870 |
|
||
|
Prepaid expenses and other current assets |
|
15,719 |
|
9,310 |
|
||
|
Total current assets |
|
382,604 |
|
382,480 |
|
||
|
|
|
|
|
|
|
||
|
Property and equipment: |
|
|
|
|
|
||
|
Building & leasehold improvements |
|
107,786 |
|
97,107 |
|
||
|
Fixtures and equipment |
|
112,440 |
|
93,399 |
|
||
|
Land |
|
5,788 |
|
5,427 |
|
||
|
Construction in progress |
|
3,595 |
|
1,968 |
|
||
|
|
|
229,609 |
|
197,901 |
|
||
|
Less accumulated depreciation and amortization |
|
105,975 |
|
87,975 |
|
||
|
Net property and equipment |
|
123,634 |
|
109,926 |
|
||
|
|
|
|
|
|
|
||
|
Goodwill and other intangible assets, net of accumulated amortization of $626 and $377 |
|
13,183 |
|
12,041 |
|
||
|
Deferred tax asset |
|
11,988 |
|
11,854 |
|
||
|
Other noncurrent assets |
|
4,841 |
|
5,313 |
|
||
|
|
|
|
|
|
|
||
|
Total assets |
|
$ |
536,250 |
|
$ |
521,614 |
|
|
|
|
|
|
|
|
||
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
206,967 |
|
$ |
176,146 |
|
|
Accrued expenses |
|
52,073 |
|
43,242 |
|
||
|
Income taxes payable |
|
1,748 |
|
18,595 |
|
||
|
Total current liabilities |
|
260,788 |
|
237,983 |
|
||
|
|
|
|
|
|
|
||
|
Long-term liabilities: |
|
|
|
|
|
||
|
Deferred rent and other long-term liabilities |
|
13,097 |
|
9,131 |
|
||
|
Total long-term liabilities |
|
13,097 |
|
9,131 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities |
|
273,885 |
|
247,114 |
|
||
|
|
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Preferred stock –
authorized 25,000 shares; $.01 par value; |
|
— |
|
— |
|
||
|
Common stock – authorized
100,000 shares; $.01 par value; |
|
264 |
|
259 |
|
||
|
Treasury stock – 1,500 and 0 shares at November 1, 2003 and February 1, 2003, respectively, at cost |
|
(31,770 |
) |
— |
|
||
|
Additional paid-in capital |
|
177,880 |
|
169,527 |
|
||
|
Accumulated other comprehensive income (loss) |
|
3,840 |
|
(1,113 |
) |
||
|
Retained earnings |
|
112,151 |
|
105,827 |
|
||
|
|
|
|
|
|
|
||
|
Total stockholders’ equity |
|
262,365 |
|
274,500 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities and stockholders’ equity |
|
$ |
536,250 |
|
$ |
521,614 |
|
See accompanying notes to consolidated financial statements.
3
ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except per share amounts)
|
|
|
Thirteen weeks ended |
|
Thirty-nine weeks ended |
|
||||||||
|
|
|
November 1, |
|
November 2, |
|
November 1, |
|
November 2, |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net sales |
|
$ |
323,146 |
|
$ |
281,704 |
|
$ |
925,541 |
|
$ |
779,037 |
|
|
Management fees |
|
1,570 |
|
1,256 |
|
4,722 |
|
4,198 |
|
||||
|
Total revenues |
|
324,716 |
|
282,960 |
|
930,263 |
|
783,235 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Cost of goods sold |
|
235,538 |
|
207,831 |
|
678,420 |
|
578,888 |
|
||||
|
|
|
|
|
|
|
|
|
||||||