UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended February 1, 2014January 30, 2016
OR
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| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 1-32637
(Exact name of registrant as specified in its Charter)
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| Delaware | | 20-2733559 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 625 Westport Parkway | 76051 |
| Grapevine, Texas | (Zip Code) |
| (Address of principal executive offices) | | |
Registrant’s telephone number, including area code:
(817) 424-2000
Securities registered pursuant to Section 12(b) of the Act:
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| (Title of Class) | | (Name of Exchange on Which Registered) |
| Class A Common Stock, $.001 par value per share | | New York Stock Exchange |
Rights to Purchase Series A Junior Participating Preferred
Stock, $.001 par value per share
| | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ
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 þ No ¨
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). Yes þ No ¨
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 registrant’s 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. ¨þ
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. (Check one):
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Large Accelerated Filer þ | | Accelerated Filer ¨ | | Non-accelerated Filer ¨ | | Smaller reporting company ¨ |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $5,769,000,000,$4.76 billion, based upon the closing market price of $50.39$45.85 per share of Class A Common Stock on the New York Stock Exchange as of August 3, 2013.1, 2015. (For purposes of this calculation all of the registrant's directors and officers are deemed affiliates of the registrant.)
Number of shares of $.001 par value Class A Common Stock outstanding as of March 20, 2014: 115,305,92717, 2016:103,875,772
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement of the registrant to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, for the 20142016 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
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| PART I | |
| Item 1. | | |
| Item 1A. | | |
| Item 1B. | | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
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| PART II | |
| Item 5. | | |
| Item 6. | | |
| Item 7. | | |
| Item 7A. | | |
| Item 8. | | |
| Item 9. | | |
| Item 9A. | | |
| Item 9B. | | |
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| PART III | |
| Item 10. | | |
| Item 11. | | |
| Item 12. | | |
| Item 13. | | |
| Item 14. | | |
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| PART IV | |
| Item 15. | | |
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Disclosure Regarding Forward-looking Statements
This Annual Report on Form 10-K (“Form 10-K”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “pro forma,” “seeks,” “should,” “will” or similar expressions. These statements are only predictions based on current expectations and assumptions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements included in this Form 10-K are based upon information available to us as of the filing date of this Form 10-K, and we undertake no obligation to update or revise any of these forward-looking statements for any reason, whether as a result of new information, future events or otherwise after the date of this Form 10-K, except as required by law. You should not place undue reliance on these forward-looking statements. The forward-looking statements involve a number of risks and uncertainties. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of this Form 10-K under the heading “Risk Factors,” which are incorporated herein by reference. You should carefully consider the risks and uncertainties described in this Form 10-K.
PART I
General
GameStop Corp. (together with its predecessor companies, “GameStop,(“GameStop,” “we,” “us,” “our,” or the “Company”) is a global multichannel video game, consumer electronicsfamily of specialty retail brands that makes the most popular technologies affordable and wireless services retailer. Assimple. Within our family of brands, we are the world’s largest multichannelomnichannel video game retailer, we sell newthe largest AT&T® (“AT&T”) authorized reseller , the largest Apple© (“Apple”) certified products reseller, a Cricket WirelessTM reseller (“Cricket,” an AT&T brand) and pre-owned video game hardware, physical and digital video game software, video game accessories, as well as new and pre-owned mobile and consumer electronics products and other merchandise.the owner of www.thinkgeek.com, one of the world’s largest sellers of collectible pop-culture themed products. As of February 1, 2014,January 30, 2016, GameStop's retail network and family of brands include 6,6757,117 company-operated stores in the United States, Australia, Canada and Europe,Europe.
We are a Delaware corporation which, through a predecessor, began operations as a specialty retailer of video games in November 1996. Our corporate office is located in Grapevine, Texas.
Our Reportable Segments
We operate our business in four Video Game Brands segments: United States, Canada, Australia and Europe; and a Technology Brands segment.
Video Game Brands
The Video Game Brands segments include 6,081 stores, 4,013 of which are included in the United States segment. There are 325, 444, and 1,299 stores in the Canadian, Australian and European segments, respectively. The stores in our four Video Game Brands segments operate primarily under the names GameStopTM (“GameStop”), EB GamesTM (“EB Games”), and Micromania. We also operate electronic commerce Web sites under the names www.gamestop.com, www.ebgames.com.au, www.ebgames.co.nz, www.gamestop.ca, www.gamestop.it, www.gamestop.es, www.gamestop.ie, www.gamestop.de, www.gamestop.co.uk and www.micromania.fr. The network also includes: www.kongregate.comTM, a leading browser-based game site; Game InformerTM (“Game Informer”) magazine, the world's leading physical and digital video game publication; a digital personal computer (“PC”) distribution platform available at www.gamestop.com/pcgames; iOS and Android mobile applications; and an online consumer electronics marketplace available at www.buymytronics.comTM. We also operate Simply Mac©, a U.S. based, certified Apple© (“Apple”) products reseller; Spring Mobile©, an authorized AT&T® (“AT&T”) reseller operating AT&T branded wireless retail stores in the United States; and pre-paid wireless stores under the name Aio WirelessTM (“Aio Wireless,” an AT&T brand) as part of our expanding relationship with AT&T.
We are a Delaware corporation which, through a predecessor, began operations in November 1996. Our corporate office and one of our distribution facilities are housed in a 519,000 square foot facility in Grapevine, Texas.
Recent Developments
Strategic Activities
Following on the success of extending our buy-sell-trade model into our mobile business, we are seeking other opportunities to extend our core competencies to other products and retail categories in order to continue to grow our company. Doing so will allow us to help mitigate the cyclical nature of the video game console cycle. Aligned with this strategy we have executed the following initiatives in the 52 weeks ended February 1, 2014 (“fiscal 2013”).
Acquisition of Simply Mac. In October 2012, we acquired a minority equity ownership interest in Simply Mac, Inc. (“Simply Mac”), which operated Apple specialty retail stores in Utah and Wyoming. The investment was structured with an option whereby we could acquire the remaining ownership interest in Simply Mac's equity for a pre-negotiated price at a future point in time. Pursuant to this arrangement, in November 2013, we acquired the remaining 50.1% interest in Simply Mac for a total purchase price of $9.5 million.
Acquisition of Spring Mobile. In November 2013, we purchased Spring Communications, Inc. (“Spring Mobile”), a wireless retailer, for a purchase price of $62.6 million and the assumption of $34.5 million in term loans and a line of credit, of which $31.9 million was repaid shortly after the acquisition date.
Opening of Aio Wireless stores. In the fourth quarter of fiscal 2013, we began to open and operate pre-paid wireless stores under the name Aio Wireless.
As a result of the Spring Mobile and Simply Mac acquisitions and the opening of our new Aio Wireless stores, we have added a new reportable segment, Technology Brands, during the fourth quarter of fiscal 2013.
Decision to abandon investment in Spawn Labs. Spawn Labs, Inc. (“Spawn Labs”) is a streaming technology company with a patented technology to provide a unique game streaming and virtualization experience. Our decision to abandon this investment is a result of a lack of consumer demand for video game streaming services. As a result of this decision, we recorded an impairment charge of $19.7 million during the fourth quarter of fiscal 2013, of which $10.2 million was related goodwill and is recorded in the goodwill impairments line in our consolidated statements of operations and $9.5 million was related to certain technology assets and other intangible assets and is reflected in the asset impairments and restructuring charges line item in our consolidated statements of operations.
Return of Capital Strategies
In an effort to continue our commitment to drive long-term shareholder value we have accomplished the following initiatives in fiscal 2013 and so far in the 52 weeks ending January 31, 2015 (“fiscal 2014”).
Increase of cash dividend. In fiscal 2013 we paid dividends of $1.10 per share of Class A Common Stock, totaling approximately $131 million for the year. On March 4, 2014, our Board of Directors authorized an increase in our annual cash dividend from $1.10 to $1.32 per share of Class A Common Stock, which represents an increase of 20%. Additionally, on March 4, 2014, we declared our first quarterly dividend of fiscal 2014 of $0.33 per share of Class A Common Stock, payable on March 25, 2014 to stockholders of record on March 17, 2014.
Share repurchase activity. In fiscal 2013, we repurchased 6.3 million shares of our Class A Common Stock at an average price per share of $41.12 for a total of $258.3 million. On November 19, 2013, our Board of Directors authorized us to use up to $500 million to repurchase shares of our Class A Common Stock, replacing the $209.9 million remaining under our previous authorization. Between February 2, 2014 and March 20, 2014, we repurchased an additional 0.6 million shares of our Class A Common Stock for an average price per share of $37.17.
Our Reportable Segments
As of February 1, 2014, we operate our business in four Video Game Brands segments: United States, Canada, Australia and Europe; and a Technology Brands segment. The Video Game Brands segments include 6,457 stores, 4,249 of which are included in the United States segment. There are 335, 418, and 1,455 stores in the Canadian, Australian and European segments, respectively. Each of the Video Game Brands segments consists primarily of retail operations, with all stores engaged in the sale of new and pre-owned video game systems, software and accessories, which we refer to as video game products. Our Video Game Brands stores sell various types of digital products, including downloadable content, network points cards, prepaid digital, online timecardsprepaid subscription cards and digitally downloadable software. Theysoftware and also carrysell certain mobile and consumer electronics products which consist primarily of pre-owned mobile devices, tablets and related accessories. Our buy-sell-trade program creates a unique value proposition tocollectible products. Through our omnichannel sales process, our customers by providing our customers with an opportunity to trade in their pre-ownedcan buy video game products and consumerother merchandise online, reserve merchandise online and then pick it up in stores, or order products that may not be in-stock in stores and have it shipped to their homes. Our electronic commerce websites operate under the names www.gamestop.com, www.ebgames.com.au, www.ebgames.co.nz, www.gamestop.ca, www.gamestop.it, www.gamestop.ie, www.gamestop.de, www.gamestop.co.uk, www.micromania.fr and www.thinkgeek.com. The network also includes: www.kongregate.com, a leading browser-based game site; Game InformerTM (“Game Informer”) magazine, the world's leading print and digital video game publication; and iOS and Android mobile applications. Within our Video Game Brands segments, we operate 35 pop culture themed stores selling collectibles, apparel, gadgets, electronics, toys and other retail products for store creditstechnology enthusiasts and apply those credits towards other merchandise, whichgeneral consumers, with 32 collectibles
stores in turn, increases sales. The products in our Video Games Brands segments are substantiallyinternational markets operating under the same regardless of geographic location, with the primary differences in merchandise carried being the timing of release of new productsZing Pop Culture brand and three stores in the various geographies, language translations and the timing of roll-outs of newly developed technology enabling the sale of new digital products. Stores in all Video Games Brands segments are similar in size at an average of approximately 1,400 square feet.
Results for the Video Games Brands United States segment include retail operations inoperating under the 50 states, the District of Columbia, Guam and Puerto Rico; the electronic commerce Web site www.gamestop.com;Game Informer magazine; www.kongregate.com, a digital PC game distribution platform available at www.gamestop.com/pcgames; and an online consumer electronics marketplace available at www.buymytronics.com. Segment results for Canada include retail and e-commerce operations in stores throughout Canada and segment results for Australia include retail and e-commerce operations in Australia and New Zealand. Segment results for Europe include retail and e-commerce operations in 11 European countries.ThinkGeek brand.
Technology Brands
Our Technology Brands segment includes all of our Simply Mac, Spring Mobile and Aio WirelessSimply Mac businesses. Spring Mobile operates 890 AT&T branded wireless retail stores and 70 Cricket branded pre-paid wireless stores. The AT&T branded stores sell both pre and post-paid AT&T services, DirecTV service and wireless products, as well as related accessories and other consumer electronics products. Pre-paid AT&T services, wireless devices and related accessories are sold through the Cricket branded stores. Simply Mac operates 2376 Simply Mac© branded stores primarily in the western half of the United States, which sell Apple products, including desktop computers, laptops, tablets and smart phones and related accessories and other consumer electronics products. As an authorized Apple reseller, Simply Mac also offers certified training, warranty and repair services to its customers. Spring Mobile sells post-paid AT&T services and wireless products through its 164 AT&T branded stores, as well as related accessories and other consumer electronics products. Aio Wireless is a new AT&T brand offering pre-paid wireless services, devices and related accessories. We have opened 31 Aio Wireless stores in recent months in a few key markets throughout the United States. AT&T recently acquired Leap Wireless, the operator of Cricket® (“Cricket”) branded pre-paid wireless stores. We expect that our Aio stores will be re-branded under the Cricket name in the coming months.
Additional information, including financial information, regarding our reportable segments can be found in “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K (the "Form 10-K") and in Note 17, "Segment Information," to our consolidated financial statements.
Disclosure Regarding Forward-looking StatementsOur Strategy
This Form 10-K and other oral and written statements made by us toDuring the public contain forward-looking statements withinpast few years, we have transformed from the meaningworld’s largest specialty retailer of Section 27Aphysical video game products into a family of retail brands selling many of the Securities Actworld’s most popular technologies and pop-culture products. Our vision is to continue to expand our business as a global family of 1933, as amended (the “Securities Act”)specialty retail brands. Our mission is to continue to be the world’s largest omnichannel retailer of new and pre-owned and value video game products, to continue to grow sales of digital products, to expand the sales of collectible products through our video game stores and www.thinkgeek.com, and Section 21E ofto increase the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements involve a number of risksour pop culture-themed stores and uncertainties. A numberto strategically grow our Technology Brands segment to further diversify our revenue streams. Our goal is to have 50% or more of factors could cause our actual results, performance, achievements or industry resultsoperating earnings for the 52 weeks ending February 1, 2020 (“fiscal 2019”) come from sources other than physical gaming.
Additionally, following on the success of extending our core competencies into our mobile business, we continue to be materially differentseek other opportunities to extend these competencies to other businesses and retail categories to continue to grow our company. We have a broad-based executive management team with substantial experience in the retail sector in merchandising, marketing, supply chain management, store operations and real estate. Our strategy is to leverage our management team and core competencies to identify other retail concepts that we can acquire and rapidly expand. We believe our core competencies include the following:
Real estate knowledge, including extensive relationships with landlords, portfolio management, negotiating skills and risk mitigation;
Human resource management, including hiring, training, systems and processes, particularly in multi-unit management of small, limited staffing, specialty retail stores with expert staff in assisted-selling;
Knowledge of buy-sell-trade programs, including pricing algorithms, inventory balancing, refurbishment capabilities and secondhand dealer laws;
Customer retention programs, including using our loyalty programs to drive consumer awareness of new retail concepts and promote new products; and
The ability to deploy capital in ways that diversify the underlying business, manage financial risk and increase shareholder value, including finding acquisitions that have a high return on invested capital and are accretive to earnings.
Our competencies in real estate and human resource management stem from any future results, performance or achievements expressed or impliedour experience in rapid growth retail environments with a history of opening 300-400 stores annually, including growing our Technology Brands segment by these forward-looking statements. These factors include, butover 550 stores during the 52 weeks ended January 30, 2016 (“fiscal 2015”).
We have anchored our strategy and growth plans upon the following pillars:
Maximize brick and mortar stores. Our strategy regarding our retail stores includes growing our leading market share in video games, utilizing our stores to grow digital sales and applying our retail expertise to our Technology Brands businesses. Our growth strategy depends in part upon opening new stores and operating them profitably. We expect to open approximately 140 new stores in fiscal 2016, including 90 Video Game Brands stores (including 84 collectibles stores) and 50 Technology Brands stores. Our strategy also includes closing stores which are not limited to:meeting our performance standards or stores at the end of their lease terms and transferring sales to other nearby GameStop locations. We plan to close approximately 200 Video Game Brands stores worldwide in fiscal 2016.
In our video game stores, we provide a high level of customer service by hiring game enthusiasts and providing them with ongoing sales training, including training in the latest technical and functional elements of our products and services, making them the most knowledgeable associates in the video game retail market. We focus marketing efforts and store
associates on driving the introduction of next-generation consoles and other product releases which impact salessale of new products and old products, the current or future features of such consoles, manufacturer-imposed or regulatory restrictions, changes or conditions that may adversely affect our pre-owned business;
our ability to respond quickly to technological changes and evolving consumer preferences;
our reliance on a limited number of suppliers and vendors for timely delivery of sufficient quantities of their products;
our dependence on the production of new, innovative and popular product releases and enhancedrelease video game platformsproducts, both physical and accessories by developers and manufacturers;
general economic conditions indigital. As the U.S. and internationally, specifically Europe, which impact consumer confidence and consumer spending;
seasonality of sales;
the proliferation of alternate sources of distributionworld’s largest retailer of video game hardware, softwareproducts with a proven capability to capture market share immediately following new product launches, we believe we regularly receive larger allocations of popular new video game products than our competitors. To assist our customers in obtaining immediate access to new releases, we offer our customers the opportunity to pre-order products in our stores or through our websites prior to their release.
Our Technology Brands businesses center around two strategic relationships: a long-term partnership with AT&T under which we sell AT&T products and content, includingservices in our Spring Mobile managed AT&T and Cricket branded stores and certain AT&T products and services in our Simply Mac stores, and an agreement with Apple under which we sell Apple products and services in our Simply Mac stores.
We acquired Spring Mobile in November 2013. Spring Mobile has grown from approximately 90 AT&T branded stores at the end of 2012 to 890 stores as of January 30, 2016, through digital downloads;a program with two primary focuses. The first of these is to acquire AT&T resellers. The second is opening what we refer to as “whitespace” stores, or new stores in retail locations identified by either AT&T or Spring Mobile management and agreed to by both parties. AT&T supports the opening of new whitespace stores by its resellers in an effort to increase the size of its retail distribution channel. Both of these represent opportunities for strong growth in the near term for Spring Mobile.
We began opening pre-paid wireless stores in a few markets in November 2013 and have expanded to 70 Cricket stores operated by Spring Mobile as of the growthend of alternate meansfiscal 2015 and expect to play video games, including mobile, social networking sitescontinue to expand our prepaid stores with AT&T.
Simply Mac has grown from 8 stores in the fall of 2012, when we acquired 49.9% of the company, to 76 stores as of the end of fiscal 2015. We completed the acquisition of the remaining ownership in Simply Mac in November 2013. We intend to continue to open new Simply Mac stores in the coming years. Simply Mac’s primary focus for store expansion is in U.S. markets which generally do not have the size and browser gaming;demographics to make them attractive for an Apple-owned store.
In connection with the intense competitioncontinued expansion of our Technology Brands business, Spring Mobile and Simply Mac completed acquisitions of several additional AT&T resellers and an authorized Apple retailer, respectively, in fiscal 2015. We continue to seek opportunities to extend core competencies to other products and retail categories in order to continue to grow and to help mitigate the financial impact from the cyclical nature of the video game industry;console cycle.
In July 2015, we purchased ThinkGeek, an online and wholesale retailer and developer that sells pop culture themed collectibles, apparel, gadgets, electronics, toys and other retail products for technology enthusiasts and general consumers through the www.thinkgeek.com website and certain exclusive products to wholesale channel customers. The addition of ThinkGeek provides an expansion of our abilityglobal omnichannel platform and enables us to open and operate newbroaden our product offering in the collectibles category, including standalone stores and to efficiently close underperforming stores;
our ability to attract and retain qualified personnel;
the failure to achieve the anticipated benefits from new ventures and transactions and our ability to effectively integrate and operate acquired companies, including digital gaming, technology-based, mobile, wireless or consumer electronics companies that are outside of our historical operating expertise;
the impact and costs of litigation and regulatory compliance;
the amounts, timing and prices of any share repurchases made by us under our share repurchase programs;
the risks involveddeepen relationships with our international operations, including depressed local economic conditions, political risks, currency exchange risks, tax rates and regulatory risks;existing customer base.
Expand our pre-owned business. We believe we are the efficiency of our management information systems and back-office functions;
data breaches involving customers or employee data and failure of our cyber security infrastructure which could expose us to litigation;
restrictions under our credit agreement which may impose operating and financial restrictions on us; and
other factors described in this Form 10-K, including those set forth under the caption “Item 1A. Risk Factors.”
In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “pro forma,” “seeks,” “should,” “will” or similar expressions. These statements are only predictions based on current expectations and assumptions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Form 10-K. In light of these risks and uncertainties, the forward-looking events and circumstances contained in this Form 10-K may not occur, causing actual results to differ materially from those anticipated or implied by our forward-looking statements.
Video Game Industry Background
Based upon estimates compiled by various market research firms, management estimates that the combined market for new physical video game products and PC entertainment software was approximately $22.4 billion in 2013 in the parts of the world in which we operate. According to NPD Group, Inc., a market research firm (the “NPD Group”), the electronic game industry was an approximately $13 billion market in the United States in 2013, consisting of new physical video game products, excluding saleslargest retailer of pre-owned video game products. In addition, content in digital format (full game and add-on content downloads, subscriptions, mobile games and social network games) was approximately $7.2 billion.
International Development Group (“IDG”), a market research firm, estimates that retail sales of video game hardware and software and PC entertainment software totaled approximately $10.6 billion in Europe in 2013. For 2013, the NPD Group reported that video game retail sales were approximately $1.0 billion in Canada and $1.0 billionproducts in the Australian market.
New Video Game Products. Video game products appeal to a wide arrayworld and carry the broadest selection of consumers, from avid gamers spending many hours per week playing console gaming systems to casual game players enjoying social and mobile games on smart phones, tablets and other devices. The average game player is 30 years old, 68% are age 18 or older and 45% of gamers are female. We expect the following trends in sales of video game products:
Video Game Hardware. Gaming consoles are typically launched in cycles as technological developments provide significant improvements in graphics, audio quality, gameplay, internet connectivity, social features and other entertainment capabilities beyond video gaming. The most recent cycle of consoles (referred to as “next generation”) includes the Sony PlayStation 4 and Microsoft Xbox One, which both launched in most of the countries in which we operate in November 2013, and the Nintendo Wii U, which launched in November 2012. Early demand for the PlayStation 4 and Xbox One has been strong as sales exceeded our expectations since introduction.
The previous generation of consoles was launched in 2005 (the Microsoft Xbox 360) and 2006 (the Sony PlayStation 3 and the Nintendo Wii). Sony and Microsoft continue to manufacture the PlayStation 3 and the Xbox 360, respectively, while Nintendo has stopped manufacturing the Wii. The demand for the previous generation hardware has been in decline since 2011 and we expect that demand will continue to decline as consumers move to the next generation consoles.
In addition, portable handheld video game devices have evolved to the Nintendo 3DS and 2DS, which were introduced in 2011 and 2013, respectively, and the Sony PlayStation Vita, which was introduced in February 2012. The market for handheld devices has declined in recent years as the proliferation of smart-phones, tablets and other mobile devices offer video game players alternative ways to play games.
Video Game Software. Sales of video game software generally increase as gaming platforms mature and gain wider acceptance. Sales of video game software are dependent upon manufacturers and third-party publishers developing and releasing game titles for existing game platforms. In recent years the number of new games introduced each year has generally declined and as a result, the market for video game sales has also declined. With the introduction of the next generation consoles, we expect the number of new games introduced to increase and we expect demand for software for those devices to be strong and demand for software for the previous generation of consoles to continue to decline.
Video Game Accessories. Sales of video game hardware also drive sales of video game accessories for use with the hardware and software. The most common video game accessories are controllers and gaming headsets. We expect demand for video game accessories for use on the next generation of consoles to increase as the installed base of these consoles increases. We expect the demand for accessories for use with the previous generation of consoles to decline as the sales of those consoles decline.
Pre-owned and Value Video Game Products. The installed base of video game hardware platforms continues to increase each year and continues to fuel the market for pre-owned video game hardware and software. Based on reports published by the NPD Group, we believe that, as of December 2013, the installed base of next generation and the most recent previous generation video game hardware systems in the United States, based on original sales, totaled over 200 million units of handheld and console video game systems and grew by 16 million units in 2013. According to IDG, the installed base of active hardware systems of the same generations as of December 2013 in Europe was approximately 158 million units and grew by 12 million units in 2013. Hardware manufacturers and third-party software publishers have produced a wide variety of software titles for each of these hardware platforms. Based on internal estimates, we believe that the installed base of video game software units in the United States currently exceeds 2.45 billion units. As the substantial installed base of video game hardware and software continues to expand, there is ongoing demand for pre-owned video game products. There is also demand for value-priced video game products, which can often be obtained as publishers or other retailers seek to reduce excess or slow-moving inventory. As we look to grow our market share and overall position in the video game industry, we have begun to expand our pre-owned category to include value video game products that typically include non-new release software purchased at closeout or from liquidation firms and on occasion includes reprints of old titles from publishers to supplement our inventory. Such products are expected to have the net effect of increasing our overall pre-owned and value video game product sales at a slightly reduced margin rate with the goal of increasing overall gross margin dollars and operating profit.
Digital Gaming. The digital game market consists of both immersive and casual games delivered over the internet to consoles, computers, tablets, smart phones and other devices. The recent generations of video game consoles contain the technology to digitally download video game software content and a growing market has developed for the sale of digitally downloadable add-on content for physical games, which the electronic game industry calls “DLC” and, more recently, full game downloads. The next generation consoles increase the availability and ease of downloading game content and we expect the demand for downloadable video games to continue to grow as the installed base of the next generation of consoles grows.
Casual Games. The casual game market consists primarily of digital games and has grown rapidly over the last few years. Casual games are generally defined as simple, easy-to-use, free or very low-priced games played through the internet in Web browsers, on dedicated gaming Web sites, and increasingly, on mobile phones or other mobile devices. Casual games cost less to develop and distribute than a traditional console video game and are often supported by in-game advertising or user-purchased premium content.
Mobile and Consumer Electronics Industry Backgrounds
Mobile and Consumer Electronics. The mobile and consumer electronics market, as we refer to it, consists primarily of wireless services, new and pre-owned mobile devices, such as smart phones and tablets, consumer electronics such as Apple products and services, non-gaming headsets and related accessories.
Wireless Services and Products. Our Aio Wireless and Spring Mobile businesses are exclusive resellers of AT&T and sell AT&T’s pre-paid and post-paid services, respectively, and a variety of wireless handsets manufactured for use on AT&T’s network. The market for wireless devices and services is estimated by CTIA- the Wireless Association to be approximately $184 billion with growth projected over the next five years between 3-5% annually. We expect that the market for AT&T services and products and the wireless market in general will continue to grow as more and more wireless devices get connected to the internet through wireless networks.
Mobile Devices. We define mobile devices as smartphones, tablets and related accessories. We sell new mobile devices in our Technology Brands stores. We buy, sell and trade pre-owned mobile devices and tablets in our Video Game Brands and Technology Brands stores. We take trades of other select pre-owned electronics and smartphones in our Video Game Brands stores and in our Technology Brands stores. The market for pre-owned mobile devices and other electronics is referred to as the recommerce industry, which has been growing in recent years as companies like NextWorth and Gazelle advertise that consumers can trade in their pre-owned electronic devices. We estimate that the size of the recommerce market is $2.3 billion in the United States and will grow at an annual rate of 20-25% over the next five years.
Consumer Electronics. Our Simply Mac stores are authorized Apple resellers and also offer certified training, warranty and repair services to customers. Based on Apple public statements and filings, we estimate the market for Apple products sold at retail in the U.S. to be approximately $69 billion and is expected to grow 5-10% annually in the next five years.
Business and Growth Strategy
Our goal is to continue to be the world’s largest multichannel retailer of new and pre-owned and value video game products for both current and to strategically expand our Simply Mac, Spring Mobile and Aio Wireless businesses. We plan to strengthen our position as the retail market leaderprevious generation platforms, giving us a unique advantage in the video games industrygame retail industry. The opportunity to trade-in and purchase pre-owned video game products offers our customers a unique value proposition generally unavailable at most mass merchants, toy stores and consumer electronics retailers. We obtain most of our pre-owned video game products from trade-ins made in our stores by executing the following strategies:
Increase Market Shareour customers. Pre-owned and Expandvalue video game products generate significantly higher gross margins than new video game products. Our strategy consists of continuing to expand our Market Leadership Position. We planproduct assortment to increase market sharedrive sales and gross profit growth, increasing consumer awareness of the GameStop brandbenefits of trading in and drive membership inbuying pre-owned video game products through increased marketing activities and the use of both broad and targeted marketing to our loyalty program expand our salesmembers. The supply of trade-ins of video game products, and the demand for resale of these products, is affected by overall demand for video game products and the introduction of new software and hardware by our suppliers. We expect the continued adoption of next-generation consoles and software to drive trade-ins of video game products, thereby expanding our supply of pre-owned mobile productsvideo game products.
Our Simply Mac stores also offer customers the opportunity to trade-in and expand our market leadership position by focusing on the launch of new hardware platforms as well as physical and digital software titles.
purchase pre-owned Apple products. | |
| • | IncreaseOwn the customer. Sustaining and growing our existing customer base is dependent upon our ability to increase GameStop Brand Awarenessbrand awareness, to drive membership in our loyalty programs, to engage with customers online, through social media and Loyalty Membership. Substantially allour mobile apps, and to expand our market leadership position by offering a variety of GameStop’s U.S.new and European stores are operated under the GameStop name, with the exception of the Micromania stores in France.pre-owned video game products and continuing to enhance our mobile and digital product and service offerings. We operate loyalty programs in each of the countries in which we operate our Video Game Brands stores. The Micromania stores introduced a loyalty program in the 1990s. Using this program as a model, we introduced ourOur U.S. loyalty program, called PowerUp RewardsTM ("PowerUp Rewards") in 2010. We introduced other, had over 33 million members as of January 30, 2016. Our loyalty programs in our video game stores in the remaining countries between 2011 and 2013. Building our brands has enabled us to leverage the increased awareness to capture advertising and marketing efficiencies.had over 13 million members as of January 30, 2016. Our loyalty programs generally offer our customers the ability to sign up for a free or paid membership which gives our customers access to exclusive video game related rewards. The programs' paid memberships may also include a subscription to Game Informer magazine, additional discounts on pre-owned merchandise in our stores and additional credit on trade-ins of pre-owned products. As of February 1, 2014, we had 27 million members in the PowerUp Rewards program, approximately 7 million of which were paid members. In total, our loyalty programs around the world had approximately 34 million members. Our branding strategy is further supported by our Web sites which allow our customers to buy games online, reserve or pick up merchandise in our stores, order in-store for home delivery and to learn about the latest video game products and their availability in our stores. Together, our loyalty programs, Web sites, mobile applications, magazine and other properties are a part of our multi-channel retail strategy designed to enhance our relationships with our customers, make it easier for our customers to transact with us and increase brand loyalty. In fiscal 2014, we plan to continue to aggressively promote our loyalty programs and increase brand awareness over a broader demographic area in order to promote our unique buying experience in-store for new and pre-owned hardware and software, trade-ins of pre-owned video game and mobile consumer electronics products and to leverage our Web sites
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at www.gamestop.com, www.ebgames.com.au, www.ebgames.co.nz, www.gamestop.ca, www.gamestop.it, www.gamestop.es, www.gamestop.ie, www.gamestop.de, www.gamestop.co.uk, www.micromania.frproducts. Approximately 6 million of the 33 million U.S. loyalty members were paying members. Our websites allow our customers to buy games online, reserve or pick up merchandise in our stores, order in-store for home delivery and www.gameinformer.com,to learn about the online video gaming Web site www.kongregate.com, our digital PC distribution platform available at www.gamestop.com/pcgames, and our online consumer electronics marketplace available at www.buymytronics.com.
Increase Sales of Pre-Owned and Value Video Game Products. We believe we are the largest retailer of pre-ownedlatest video game products and their availability in our stores. Together, our loyalty programs, websites, mobile applications, magazine and other properties are a part of our omnichannel retail strategy designed to enhance our relationships with our customers, making it easier for our customers to transact with us and increase loyalty.
Our store personnel provide value-added services to each customer, such as maintaining lists of regular customers and reserving new releases for customers with a down payment to ensure product availability. In addition, our store personnel readily provide product reviews and ratings to ensure customers are making informed purchasing decisions and inform customers of available resources, including Game Informer and our e-commerce sites, to increase a customer’s enjoyment of the world and carry the broadest selection of pre-owned and value video game products for both next and previous generation platforms, giving us a unique advantageproduct upon purchase.
Expand our digital growth strategy. Growth in the video game retail industry. The opportunity to trade-in and purchase pre-owned and value videoindustry in recent years has been fueled by the proliferation of online game products offers our customers a unique value proposition generally unavailable at most mass merchants, toy stores and consumer electronics retailers. We obtain most of our pre-owned video game products from trade-ins made in our stores by our customers. We also obtain value-priced, or close-out, video game products at favorable prices from publishers, other retailers or distributors and can sell those products to value-conscious consumers in our stores. Pre-owned and value video game products generate significantly higher gross margins than new video game products. Our strategy consists of increasing consumer awareness of the benefits of trading in and buying pre-owned video game products and value-priced video game products at our stores through increased marketing activities and the use of both broad and targeted marketing to our loyalty program members. The supply of value-priced video game products and trade-ins of video game products, and the demand for resale of these products, is affected by overall demand for video game products and the introduction of new software and hardware by our suppliers. We expect the recent launch of next-generation consoles and software to drive close-out availability and trade-ins of older video game products, thereby expanding our supply of pre-owned and value video game products.
Expand our Digital Growth Strategy to Protect and Expand our Market Leadership Position. We expect that future growth in the electronic game industry will be driven byplay, the sale of video games delivered in digital form and the expansion of other forms of digital gaming. The recent generations of video game consoles contain the technology to digitally download video game software content and a growing market has developed for the sale of digitally downloadable add-on content for physical games, which the video game industry calls “DLC” and, more recently, full game downloads. The digital game market also consists of both immersive and casual games delivered over the internet to computers, tablets, smart phones and other devices. We currently sell various typesa variety of products that relate to the digital category,digitally downloadable content in our video game stores and on our websites, including Xbox Live, PlayStation Plus and NintendoDLC, full game downloads, network points cards, as well as prepaid digital and online timecards and DLC.prepaid subscription cards. We believe we are the only significant brick-and-mortar retail seller of DLC. We believeDLC and that we are frequently the leading seller of DLC for certainmost major game titles by out-selling online networks. We operate an online video game platform called Kongregate.com and we acquired a digital PC distribution platform, Impulse, during the 52 weeks ended January 28, 2012 (“fiscal 2011”). We will continue to make investments in e-commerce, digital delivery systems, mobile applications and in-store and Web site functionality to enable our customers to access digital content and eliminate friction in the digital sales and delivery process. We plan to continue to grow our digital sales base.titles.
Store Opening/Closing Strategy. We have an analysis-driven approach to store opening and closing decisions. We intend to continue to open a limited number of new Video Game Brands stores in targeted markets whereAdditionally, we can take market share from uncontested competitors, as well as in markets inoperate Kongregate, which we already operate where we have realized returns on invested capital that have exceeded our internal targets. We analyze each market relative to target population and other demographic indices, real estate availability, competitive factors and past operating history, if available. On average, our new stores opened in the past three fiscal years have had a return of original investment of less than two years. We will be aggressive in the analysis of our existing store base to determine optimal levels of profitability and close stores where profitability goals are not being met or where we can attempt to transfer sales to other nearby existing stores and increase overall profits. We utilize our PowerUp Rewards loyalty program information to determine areas that are currently underserved and also utilize our database to ensure a high customer transfer rate from closing locations to existing locations. We opened 109 new Video Game Brands stores and closed 254 Video Game Brands stores in fiscal 2013, reducing our Video Game Brands store count by 2.2%, in line with stated targets. We opened 146 new stores and closed 227 stores in the 53 weeks ended February 2, 2013 (“fiscal 2012”), reducing our store count by 1.2%, in line with stated targets and decreasing the number of stores we opened compared to previous years. We opened 285 new stores and closed 272 stores in fiscal 2011, significantly increasing the number of stores we closed compared to previous years. We plan to open approximately 40-50 new Video Game Brands stores and close approximately 170-180 Video Game Brands stores worldwide in fiscal 2014.
Targeting a Broad Audience of Game Players. We have created store and online environments targeting a broad audience, including the video game enthusiast, the casual gamer and the seasonal gift giver. Our stores focus on the video game enthusiast who demands the latest merchandise featuring the “hottest” technology immediately on the day of release and the value-oriented customer who wants a wide selection of value-priced pre-owned video game products. Our buy-sell-trade program offers consumers the opportunity to trade-in pre-owned video game products in exchange for store credits applicable to future purchases, which, in turn, drives more sales. Our online properties, including e-commerce sites and Kongregate.com, continue to evolve to meet the needs of consumers looking to research or buy traditional boxed product video games, download the latest PC games or play browser and casual games on their PCs or mobile devices.
Kongregate.com is a leading platform for web and mobile gaming platform that attracts more than 18 million monthly unique visitors. Kongregate’shas attracted over 4.9 billion web gameplays and over 2.0 billion mobile publishing divisiongameplays since its launch. Kongregate is also a publisher of mobile games and has several titles available in both the Apple and Google app stores.stores, which have received over 65 million mobile installs. We intend to continue investing in the expansion of Kongregate's mobile game publishing platform through the development of new games designed to appeal to core gamers across the Kongregate and GameStop networks.
Maintain a disciplined capital allocation. Our objective in recent years has been to return a significant portion of our free cash flow to our shareholders through share repurchases and dividends unless more strategic opportunities arise that we believe would create more meaningful shareholder returns. In fiscal 2015, we paid dividends of $1.44 per share of Class A Common Stock, totaling approximately $154.1 million for the year. Additionally, on February 23, 2016, our Board of Directors authorized an increase in our annual cash dividend to $1.48 per share of Class A Common Stock, with the first quarterly dividend of fiscal 2016 of $0.37 per share of Class A Common Stock, payable on March 22, 2016 to stockholders of record on March 8, 2016. In fiscal 2015, we repurchased 5.2 million shares of our Class A Common Stock at an average price per share of $38.68 for a total of $202.0 million.
In order to create more meaningful shareholder returns, as we evaluate investments in strategic opportunities, we target internal rates of return (“IRR”) in excess of 20% for whitespace store expansion and acquisitions. The majoritytotal consideration of Kongregate’s revenues come from in-game transactions utilizing a proprietary virtual currency called Kreds.the completed acquisitions of additional AT&T resellers and an authorized Apple retailer in fiscal 2015 was $141.5 million net of cash acquired. The total consideration paid for ThinkGeek in July 2015, was $126.0 million, net of $13.9 million of cash acquired.
Market Size
Enhancing our Image as a Destination Location.Video Game Products. OurBased upon estimates compiled by various market research firms, including NPD Group, Inc. ("NPD") and International Development Group ("IDG"), we estimate that the combined market for new physical video game storesproducts and e-commerce sites serve as destination locations for game players, mobile electronics consumers and gift givers due to our broad selectionPC entertainment software was approximately $20.3 billion in 2015 in the countries in which we operate. This estimated market excludes sales of products, compelling loyalty program offers, game-oriented environment, trade-in programs and unique pricing proposition. We offer all major video game platforms, provide a broad assortment of new and pre-owned video game products, which are not currently measured by any third party research firms. Additionally, based on estimates compiled by various market research firms, we estimate that the market in North America for content in digital format (full game and popularadd-on content downloads for console and PC, subscriptions, mobile games and social network games) was between $8 billion and $10 billion in 2015.
Mobile and Consumer Electronics. The mobile and consumer electronics market, as we refer to it, consists primarily of wireless services, new and pre-owned mobile devices, such as smart phones and offer a larger and more current selection of merchandise than other retailers. In our stores, we provide a high level of customer service by hiring game enthusiasts and providing them with ongoing sales training,tablets, consumer electronics such as well as training in the latest technical and functional elements of ourApple products and services, making them the most knowledgeable associates in the video game retail market. Our stores are equipped with several video game sampling areas, which provide our customers with the opportunity to play games before purchase, as well as equipment to play video game clips.
Consistently Achieving High New Release Market Share.non-gaming headsets and accessories. The market for wireless devices and services is estimated by CTIA - The Wireless Association We focus marketing efforts and store associates on driving the sale of new release video game products, both physical and digital. We employ a variety of rapid-response distribution methods in our efforts® to be the first-to-market and consistently in-stock for new physical and digital video game products. This highly efficient distribution network is essential, as a significant portion of a new title’s sales will be generated in the first few days and weeks following its release. As the world’s largest retailer of video game products with a proven capability to distribute new releases to our customers quickly and capture market share immediately following new product launches, we believe we regularly receive larger allocations of popular new video game products. On a daily basis, we actively monitor sales trends, customer reservations and store manager feedback to ensure a high in-stock position for each store. To assist our customers in obtaining immediate access to new releases, we offer our customers the opportunity to pre-order products in our stores or through our Web sites prior to their release.
Investing in our Information Systems and Distribution Capabilities.approximately $196 billion. We employ sophisticated and fully-integrated inventory management, store-level point-of-sale and financial systems and state-of-the-art distribution facilities. These systems enable us to maximize the efficiency of the flow of over 5,000 SKUs, improve store efficiency, optimize store in-stock positions and carry a broad selection of inventory. Our proprietary inventory management systems enable us to maximize sales of new release titles and avoid markdowns as titles mature and utilize electronic point-of-sale equipmentexpect that provides corporate and regional headquarters with daily information regarding store-level sales and available inventory levels to automatically generate replenishment shipments to each store at least twice a week. In addition, our highly-customized inventory management systems allow us to actively manage the pricing and product availability of our pre-owned video game products across our video game store base and to reallocate our inventory as necessary. Our systems enable each store to carry a merchandise assortment uniquely tailored to its own sales mix and customer needs. Our ability to react quickly to consumer purchasing trends has resulted in a target mix of inventory, reduced shipping and handling costs for overstocks and reduced our need to discount products.
Expanding our Mobile Business. In 2011, we began to buy, sell and trade pre-owned mobile devices, including gaming tablets, new tablets and related services and accessories for those devices, in our video game stores. We believe taking trades of these devices is a logical extension of our expertise in buying, selling and trading of pre-owned video game products. We use our centralized refurbishment centers in the U.S. and in certain international locations to refurbish these devices and then re-sell them in our stores. As of February 1, 2014, we were selling select pre-owned electronics in all of our U.S. stores and on our Web site at www.gamestop.com, and in a majority of stores in our international markets. We plan to continue to drive awareness of this business in our stores in fiscal 2014. As the proliferation of smartphones and tablets continues and those devices are increasingly used for playing digital games, the market for such devicesAT&T services and products and the marketing of related games provide us opportunities to grow our revenues and profits.
Expanding our Technology Brands businesses. Following on the success of extending our buy-sell-trade model into our mobile business, we are seeking other opportunities to extend our core competencies to other products and retail categorieswireless market in order togeneral will continue to grow our company. We believe our core competencies includeas more and more wireless devices connect to the following:
Real estate knowledge, including extensive relationships with landlords, portfolio management, negotiating skillsinternet through wireless networks and risk mitigation;
Experience in rapid growth retail environments with a historyas AT&T continues to broaden its offerings of opening 300-400 stores annually;
Knowledge of buy-sell-trade programs, including pricing algorithms, inventory balancing, refurbishment capabilitiescontent and secondhand dealer laws;
Human resource management practices, including hiring, training, systems and processes;
Multi-unit management in small, specialty retail stores, with expert staff in assisted selling environments and limited staffing models;services, such as DirecTV.
Customer retention programs, including using our loyalty programs to drive consumer awareness of new retail concepts and promote new products; and
The ability to deploy capital in ways that increase shareholder value, finding acquisitions that have high return on invested capital and will be accretive to operating earnings.
Merchandise
We have entered into a strategic partnership with AT&T and are selling AT&Tcategorize our sale of products and services in our Spring Mobile and Aio Wireless stores and in some of our Simply Mac and U.S. GameStop stores. We acquired Spring Mobile in November 2013. Spring Mobile has grown from approximately 90 stores at the end of 2012 to over 160 stores today through a program with two primary focuses. The first of these is opening what we refer to as “whitespace” stores, or new stores in retail locations identified by either AT&T or Spring Mobile management and agreed to by both parties. AT&T supports the opening of new whitespace stores by its resellers in an effort to increase the size of its retail distribution channel. The second focus is on acquiring smaller AT&T resellers. Both of these represent opportunities for strong growth in the next two years for Spring Mobile.
AT&T introduced the Aio Wireless brand in 2013 to compete in the pre-paid wireless market. The pre-paid sector of the wireless market is experiencing higher growth than the traditional post-paid market. Pre-paid customers are generally interested in paying for wireless service on a month-to-month basis without a longer-term contract. We began opening Aio Wireless stores in a few markets in November 2013. We also expect to expand our prepaid stores with AT&T under the Cricket brand following AT&T's acquisition of Leap Wireless.
Simply Mac has grown from 8 stores in the fall of 2012, when we acquired 49.9% of the company to 23 stores as of the end of fiscal 2013. We completed the acquisition of Simply Mac in November 2013. Simply Mac’s primary focus for store expansions is in U.S. markets which generally do not have the size and demographics to make them attractive for an Apple owned store. Examples include Midland, Texas and Springfield, Missouri. We intend to continue to open new Simply Mac stores in fiscal 2014 and the coming years.
Merchandise
Substantially all of our revenues are derived from the sale of tangible products; however, we also sell downloadable software and subscription, time and points cards, which do not involve physical product. Our product offerings consist of new and pre-owned video game products, and related products, such as video game accessories, headsets and strategy guides, as well as new and pre-owned mobile devices such as tablets, phones and music players. Our in-store inventory generally consists of a constantly changing selection of over 5,000 SKUs. We have buying groups in each of our segments that negotiate terms, discounts and cooperative advertising allowances for the stores in their respective geographic areas. We use customer requests and feedback, pre-orders, industry magazines and product reviews to determine which new releases are expected to be hits. Pre-orders are tracked at individual stores to distribute titles and capture demand effectively. This merchandise management is essential because a significant portion of a game’s sales are usually generated in the first days and weeks following its release.follows:
New Video Game Hardware. We offer the video game platforms of all major manufacturers, including the Sony PlayStation 4, PlayStation 3, PlayStation Vita, Microsoft Xbox One, Xbox 360 and Kinect and the Nintendo Wii U, Wii and DS line. We also offer extended service agreements on video game hardware and software. In support of our strategy to be the destination location for electronic game players, we aggressively promote the sale of video game platforms. Video game hardware sales are generally driven by the introduction of new platform technology and the reduction in price points as platforms mature. We are in a new console cycle beginningwhich began with the Nintendo Wii U launch in November 2012 and the launches of the PlayStation 4 and Xbox One in November 2013. We believe that selling video game hardware increases store traffic and promotes customer loyalty, leading to increased sales of video game software and accessories, which have higher gross margins than video game hardware.
New Video Game Software. We purchase new video game software from the leading manufacturers, including Sony, Nintendo and Microsoft, as well as all other major third-party game publishers, such as Electronic Arts and Activision. We are one of the largest customers of video game titles sold by these publishers. We generally carry over 700approximately 600 SKUs of new video game software at any given time across a variety of genres, including Sports, Action, Strategy, Adventure/Role Playing and Simulation. In 2010, we began selling digitally downloadable add-on content developed by publishers for existing games.
Pre-owned and Value Video Game Products. We believe we are the largest retailer of pre-owned video games in the world. We provide our customers with an opportunity to trade in their pre-owned video game products in our stores in exchange for store credits which can be applied towards the purchase of other products, primarily new merchandise. We believe this process drives our higher market share, particularly at launch. We resell these pre-owned video game products and have the largest selection (approximately 3,1003,000 SKUs) of pre-owned and value video game titles which have an average price of $21$23 as compared to an average price of $44 for new video game titles and which generate significantly higher gross margins than new video game products. Our trade-in program provides our customers with a unique value proposition which is generally unavailable at mass merchants, toy stores and consumer electronics retailers. From time to time we have purchased value-priced, or closeout, video game products from publishers, distributors or other retailers and we can resell these products for gross margins that are more similar to pre-
owned video game products than margins on new software. These programs provide us with an inventory of pre-owned and value video game products which we resell to our more value-oriented customers. In addition, our highly-customized inventory management system allows us to actively manage the pricing and product availability of our pre-owned and value video game products across our store base and to reallocate our inventory as necessary. Our trade-in program also allows us to be one of the only suppliers of previous generation platforms and related video games. We also operate refurbishment centers in the U.S., Canada, Australia and Europe, where defective video game products can be tested, repaired, relabeled, repackaged and redistributed back to our stores.
Video Game Accessories. Video game accessories consist primarily of controllers, gaming headsets, memory cards and other add-ons for use with video game hardware and software.
Digital. The proliferation of online game play through Microsoft Xbox Live, the PlayStation Network and PC gaming Web siteswebsites has led to consumer demand for subscription, time and points cards (“digital currency”) as well as digitally downloadable content ("DLC"),DLC, for existing console video games. We sell a wide variety of digital currency and we have developed technology to sell DLC and full-game downloads in our stores and on our U.S. Web site.website. We believe we are the worldwide leading retailer of digital currency sales and the sale of DLC for Xbox Live and the PlayStation Network. We believe that we are frequently the leading seller of DLC for most major game titles.
Mobile and Consumer Electronics. Our mobile and consumer electronics business consists primarily of the sale of new smartphones, tablets, headphones and accessories and buying, selling and trading of select pre-owned smartphones, tablets and MP3 players in our U.S. stores and in a majority of stores in our international markets. Beginning in November 2013, this product category also includes the revenues generated in our Technology Brands segment through Spring Mobile Aio Wirelessmanaged AT&T and Cricket branded stores and Simply Mac stores from the sales of wireless products and services and Apple and other consumer electronics. This product category also includes the sale of headphones and accessories and buying, selling and trading of select pre-owned smart phones in a majority of stores in our U.S. and international markets.
Other Products. Our sales of licensed merchandise and collectibles primarily related to the video game, television and movie industries through our video game stores, ThinkGeek stores, Zing Pop Culture stores and www.thinkgeek.com have grown dramatically in fiscal 2015 to over $300 million. We purchasealso offer PC entertainment software from over 20many of the largest PC publishers, including Electronic Arts, MicrosoftTake Two and Activision. We offer PC entertainment softwareActivision across a variety of genres, including Sports, Action, Strategy, Adventure/Role Playing and Simulation. We also carry strategy guides, magazines and gaming-related toys, such as Amiibos from Nintendo, Skylanders from Activision.Activision and Infinity from Disney.
The products in our Video Games Brands segments are substantially the same regardless of geographic location, with the primary differences in merchandise being the timing of release of new products in the various geographies, language translations and the timing of roll-outs of newly developed technology enabling the sale of new digital products. Our in-store video game product inventory generally consists of a constantly changing selection of over 5,000 SKUs. We have buying groups in each of our segments that negotiate terms, discounts and cooperative advertising allowances for the stores in their respective geographic areas. We use customer requests and feedback, pre-orders, industry magazines and product reviews to determine which new releases are expected to be hits. Pre-orders are tracked at individual stores to distribute titles and capture demand effectively. This merchandise management is essential because a significant portion of a game’s sales are usually generated in the first days and weeks following its release.
Store Operations
As of February 1, 2014, we operated 6,675 stores, primarily under the names GameStop, EB Games and Micromania. We design our video game stores to provide an electronic gaming atmosphere with an engaging and visually captivating layout.layout, with an average size of 1,400 square feet. Our video game stores are typically equipped with several video game sampling areas,
which provide our customers the opportunity to play games before purchase, as well as equipment to play video game clips. We use store configuration, in-store signage and product demonstrations to produce marketing opportunities both for our vendors and for us.
Our Video Game Brands stores average approximately 1,400 square feet and carry a balanced mix of new and pre-owned and value video game products and mobile products. Our Technology Brands stores range between 900vary in size, with an average size of approximately 1,800 square feet. Our Spring Mobile managed AT&T and 2,600 square feet andCricket branded stores carry wireless products and accessories, and inour Simply Mac stores carry Apple and other consumer electronics.
Our stores are generally located in high-traffic “power strip centers,” local neighborhood strip centers, high-traffic shopping malls and pedestrian areas, primarily in major metropolitan areas. These locations provide easy access and high frequency of visits and, in the case of strip centers and high-traffic pedestrian stores, high visibility. We target strip centers that are conveniently located, have a mass merchant or supermarket anchor tenant and have a high volume of customers.
Site Selection and Locations
Site Selection. Site selections for new stores are made after an extensive review of demographic data, including data from our PowerUp Rewards loyalty program, and other information relating to market potential, competitor access and visibility, compatible nearby tenants, accessible parking, location visibility, lease terms and the location of our other stores. Spring Mobile managed AT&T and Aio WirelessCricket branded stores are selected after approval from AT&T. Simply Mac stores are selected usingwith input from Apple. Most of our stores are located in highly visible locations within malls and strip centers. In each of our geographic segments, we have a dedicated staff of real estate personnel experienced in selecting store locations.
Domestic Locations. The table below sets forth the number and locations of our domestic stores included in the U.S. Video Game Brands and Technology Brands segments as of January 30, 2016:
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| | Number of Stores | | | Number of Stores | | | Number of Stores |
| | U.S. Video Game Brands | Technology Brands | | | U.S. Video Game Brands | Technology Brands | | | U.S. Video Game Brands | Technology Brands |
| Alabama | 62 |
| 4 |
| | Kentucky | 72 |
| 8 |
| | Ohio | 173 |
| 10 |
|
| Alaska | 7 |
| — |
| | Louisiana | 68 |
| 2 |
| | Oklahoma | 47 |
| — |
|
| Arizona | 77 |
| 27 |
| | Maine | 10 |
| — |
| | Oregon | 35 |
| 41 |
|
| Arkansas | 32 |
| 1 |
| | Maryland | 91 |
| 11 |
| | Pennsylvania | 192 |
| 32 |
|
| California | 403 |
| 172 |
| | Massachusetts | 80 |
| 22 |
| | Puerto Rico | 35 |
| — |
|
| Colorado | 59 |
| 30 |
| | Michigan | 105 |
| 4 |
| | Rhode Island | 13 |
| — |
|
| Connecticut | 51 |
| 30 |
| | Minnesota | 48 |
| 21 |
| | South Carolina | 71 |
| 7 |
|
| Delaware | 15 |
| 11 |
| | Mississippi | 45 |
| 2 |
| | South Dakota | 10 |
| 2 |
|
| District of Columbia | — |
| 3 |
| | Missouri | 69 |
| 2 |
| | Tennessee | 96 |
| 6 |
|
| Florida | 257 |
| 61 |
| | Montana | 10 |
| 10 |
| | Texas | 363 |
| 67 |
|
| Georgia | 127 |
| 63 |
| | Nebraska | 21 |
| 5 |
| | Utah | 27 |
| 37 |
|
| Guam | 2 |
| — |
| | Nevada | 39 |
| 11 |
| | Vermont | 5 |
| — |
|
| Hawaii | 21 |
| — |
| | New Hampshire | 24 |
| 1 |
| | Virginia | 129 |
| 39 |
|
| Idaho | 16 |
| 6 |
| | New Jersey | 125 |
| 26 |
| | Washington | 75 |
| 42 |
|
| Illinois | 158 |
| 41 |
| | New Mexico | 25 |
| 6 |
| | West Virginia | 29 |
| — |
|
| Indiana | 88 |
| 36 |
| | New York | 235 |
| 71 |
| | Wisconsin | 60 |
| 28 |
|
| Iowa | 32 |
| 11 |
| | North Carolina | 131 |
| 16 |
| | Wyoming | 8 |
| 9 |
|
| Kansas | 31 |
| 1 |
| | North Dakota | 9 |
| 1 |
| | | | |
| Total Domestic Stores | | | | | | | | | 4,013 |
| 1,036 |
|
International Locations. The table below sets forth the number and locations of our international stores included in the Video Game Brands segments in the U.S., Canada, Europe and Australia and our Technology Brands segment as of February 1, 2014:January 30, 2016:
|
| | |
United States Video Game Brands | Number
of Stores
|
Alabama | 68 |
|
Alaska | 7 |
|
Arizona | 80 |
|
Arkansas | 34 |
|
California | 430 |
|
Colorado | 65 |
|
Connecticut | 53 |
|
Delaware | 15 |
|
District of Columbia | 3 |
|
Florida | 269 |
|
Georgia | 130 |
|
Guam | 2 |
|
Hawaii | 21 |
|
Idaho | 16 |
|
Illinois | 177 |
|
Indiana | 90 |
|
Iowa | 32 |
|
Kansas | 35 |
|
Kentucky | 74 |
|
Louisiana | 71 |
|
Maine | 11 |
|
Maryland | 98 |
|
Massachusetts | 90 |
|
Michigan | 114 |
|
Minnesota | 53 |
|
Mississippi | 45 |
|
Missouri | 75 |
|
Montana | 10 |
|
Nebraska | 20 |
|
Nevada | 40 |
|
New Hampshire | 26 |
|
New Jersey | 140 |
|
New Mexico | 26 |
|
New York | 247 |
|
North Carolina | 136 |
|
North Dakota | 9 |
|
Ohio | 179 |
|
Oklahoma | 46 |
|
Oregon | 37 |
|
Pennsylvania | 217 |
|
Puerto Rico | 46 |
|
Rhode Island | 14 |
|
South Carolina | 73 |
|
South Dakota | 9 |
|
Tennessee | 97 |
|
Texas | 372 |
|
|
| | |
United States Video Game Brands | Number
of Stores |
|
Utah | 28 |
|
Vermont | 5 |
|
Virginia | 137 |
|
Washington | 78 |
|
West Virginia | 31 |
|
Wisconsin | 60 |
|
Wyoming | 8 |
|
Total Stores - United States Video Game Brands | 4,249 |
|
|
| | |
International | Number of Stores |
| Canada | 335325 |
|
| Total Stores - Canada Video Game Brands | 335325 |
|
| | |
| Australia | 379403 |
|
| New Zealand | 3941 |
|
| Total Stores - Australia Video Game Brands | 418444 |
|
| | |
| Austria | 2729 |
|
| Denmark | 3736 |
|
| Finland | 2018 |
|
| France | 442433 |
|
| Germany | 209216 |
|
| Ireland | 51 |
|
| Italy | 431400 |
|
| Norway | 47 |
|
Spain | 10837 |
|
| Sweden | 6360 |
|
| Switzerland | 2019 |
|
| Total Stores - Europe Video Game Brands | 1,4551,299 |
|
| Total International Stores | 2,208 |
|
| |
Technology Brands | |
Arizona | 21 |
|
California | 49 |
|
Colorado | 26 |
|
Georgia | 8 |
|
Idaho | 6 |
|
Illinois | 9 |
|
Indiana | 5 |
|
Iowa | 4 |
|
Louisiana | 1 |
|
Minnesota | 3 |
|
Missouri | 1 |
|
Montana | 5 |
|
Nebraska | 3 |
|
Nevada | 5 |
|
New Mexico | 2 |
|
New York | 1 |
|
Ohio | 6 |
|
Oregon | 1 |
|
Texas | 16 |
|
Utah | 36 |
|
Washington | 2 |
|
Wyoming | 8 |
|
Total Stores - Technology Brands | 2182,068 |
|
| Total Stores | 6,6757,117 |
|
Game Informer
We publish Game Informer, the world’s largest physicalprint and digital video game publication and Web sitewebsite featuring reviews of new title releases, game tips and news regarding current developments in the electronicvideo game industry. Print and digital versions of the monthly magazine are sold through subscriptions, digitally and through displays in our stores throughout most of the world. Game Informer magazine is the thirdfourth largest consumer publication in the U.S. and for its December 20132015 issue, the magazine had over 7.6approximately 6.8 million paid subscribers, including over 3.02.6 million paid digital magazine subscribers. According to the Alliance for Audited Media, theThe digital version of the magazine is the largest subscription digital magazine in the world. Game Informer is a part of the PowerUp Rewards Pro loyalty program asand is a key feature of each paid PowerUp Rewards membership. We also operateOperating results from the Web site www.gameinformer.com, which is the premier destination for moment-by-moment news, features and reviews related to video gaming. In 2013, the Web site averaged over 2.9 million monthly unique visitors.English version of Game Informer revenues are also generated through the sale of advertising space in Game Informer magazine and on www.gameinformer.com. English version results from Game Informer operations are included in the United States segment as this represents where the majority of subscriptions and sales are generated. Other international version results from Game Informer operations are included in the segment in which the sales are generated.
E-CommerceOmnichannel
We operate several electronic commerce Web siteswebsites in various countries, including www.gamestop.com, www.ebgames.com.au, www.ebgames.co.nz, www.gamestop.ca, www.gamestop.it, www.gamestop.es, www.gamestop.ie, www.gamestop.de, www.gamestop.co.uk,www.micromania.fr and www.micromania.frwww.thinkgeek.com,, that allow our customers to buy video game products and other merchandise online and in some cases, allow customers to reserve merchandise online and then pick it up in stores.stores, or order products that may not be in-stock in stores and have it shipped to their homes. The sites also offer customers information and content about available games, release dates for upcoming games, and access to store information, such as location and product availability. Additionally, we offer over 2,000 titles of digitally downloadable PC video games available for purchase at www.gamestop.com/pcgames. E-commerce results are included in the geographic segment where the sales originate. Additionally, with our GameStop mobile app, smart phone users can browse our extensive product selection and experience an enhanced PowerUp Rewards dashboard. We estimate that the GameStop mobile app has been installed over 6 million times.
Kongregate
We operate the online video gaming site www.kongregate.com,Kongregate, which is a leading web and mobile gaming platform. Over 20,00031,000 developers have uploaded more than 80,000106,000 games to Kongregate.com that have been played nearly 3 billion times.www.kongregate.com. The majority of Kongregate’s revenues come from its mobile apps and in-game transactions utilizing a proprietary virtual currency called Kreds. Kongregate’s mobile publishing division has several titles available in both the Apple and Google app stores.
BuyMyTronics
In March 2012, we purchased the assets of BuyMyTronics, an online consumer electronics marketplace available at www.buymytronics.com. BuyMyTronics provides consumers and businesses with solutions to earn cash for their pre-owned personal or corporate-issued mobile phones, tablets, MP3 players and other consumer electronic devices. The results of BuyMyTronics are reported with our mobile results.
Advertising
Our stores are primarily located in high traffic, high visibility areas of regional shopping malls, strip centers and pedestrian shopping areas. Given the high foot traffic drawn past theour stores, themselves, we use in-store marketing efforts such as window displays and “coming soon” signs to attract customers, as well as to promote pre-owned video gameour products. Inside our stores, we feature selected products through the use of vendor displays, “coming soon” or preview videos, signs, catalogs, point-of-purchase materials and end-cap displays. These advertising efforts are designed to increase the initial sales of new titles upon their release.
On a global basis, we receive cooperative advertising and market development funds from most of our manufacturers, distributors, software publishers and accessory suppliers to promote their respective products. Generally, vendors agree to purchase advertising space in one of our advertising vehicles. Once we run the advertising, the vendor pays to us an agreed amount.
We haveOur loyalty programs in most of the markets in which we operate. Our various loyalty programs total over 34 million members worldwide. These programs are designed to incent our customers to shop more often at our stores and to allow us to market directly to our customers based on their individual tastes and preferences. Our loyalty programs provide members with the opportunity to earn unique video game related rewards not available through any other retailer. Vendors also participate in these programs to increase the sales of their individual products. Our PowerUp Rewards program in the United States gives our customers the ability to sign up for a free or paid membership that offers points earned on purchases in our stores, on our U.S. Web site and on Kongregate.com, which can be redeemed for discounts or merchandise. The program’s paid tier also includes a
subscription to Game Informer magazine, additional discounts on selected merchandise and additional credit on trade-ins in our stores.
In the last several years, as part of our brand-building efforts and targeted growth strategies, we expanded our advertising and promotional activities in certain targeted markets at certain key times of the year. In addition, we expanded our use of television and radio advertising in certain markets to promote brand awareness, our pre-owned business and store openings. We expect our investment in advertising through our loyalty programs to increase as we continue to expand our membership baseincrease.
Distribution and build our brand.
Information Management
Our operating strategy involves providing a broad merchandise selection to our customers as quickly and as cost-effectively as possible. We use our inventory management systems to maximize the efficiency of the flow of products to our stores, enhance store efficiency and optimize store in-stock and overall investment in inventory.
Distribution. We operate distribution facilities in various locations throughout the world, with each location strategically located to support the operations in a particular country or region. In order to enhance our first-to-market distribution network, we also utilize the services of several off-site, third-party operated distribution centers that pick up products from our suppliers, repackage the products for each of our stores and ship those products to our stores by package carriers. Our ability to rapidly process incoming shipments of new release titles at our facilities and third-party facilities and deliver those shipments to all of our stores, either that day or by the next morning, enables us to meet peak demand and replenish stores. Inventory is shipped to each store at least twice a week, or daily, if necessary, in order to keep stores in supply of products. Our distribution facilities also typically support refurbishment of pre-owned products to be redistributed to our stores.
We distribute video game products to our U.S. stores through a 362,000353,000 square foot distribution center in Grapevine, Texas and a 260,000 square foot distribution center in Louisville, Kentucky. We currently use the center in Louisville, Kentucky to support our first-to-market distribution efforts, while our Grapevine, Texas facility supports efforts to replenish stores. The state-of-the-art facilities in both U.S. locations are designed to effectively control and minimize inventory levels. Technologically-advanced conveyor systems and flow-through racks control costs and improve speed of fulfillment in both facilities. The technology used in the distribution centers allows for high-volume receiving and distributions to stores and returns to vendors.stores.
We distribute merchandise to our Canadian segment from two distribution centers in Brampton, Ontario. We have a distribution center near Brisbane, Australia which supports our Australian operations and a small distribution facility in New Zealand which supports the stores in New Zealand. European segment operations are supported by sixfive regionally-located distribution centers in Milan, Italy; Memmingen, Germany; Arlov, Sweden; Valencia, Spain; Dublin, Ireland; and Paris, France. We continue to invest in state-of-the-art facilities in our distribution centers as the distribution volume, number of stores supported and returns on such investments permit.
Digital Distribution. We have developed proprietary technology to work in conjunction with developers, as well as Microsoft and Sony, to enable us to sell DLC and full-game downloads in our stores and on our e-commerce sites. The DLC typically available today consists of add-on content developed by publishers for existing games.
Management Information Systems. Our proprietary inventory management systems and point-of-sale technology show daily sales and in-store stock by title by store. Our systems use this data to automatically generate replenishment shipments to each store from our distribution centers, enabling each store to carry a merchandise assortment uniquely tailored to its own sales mix and rate of sale. Our call lists and reservation system also provide our buying staff with information to determine order size and inventory management for store-by-store inventory allocation. We constantly review and edit our merchandise categories with the objective of ensuring that inventory is up-to-date and meets customer needs.
To support most of our operations, we use a large-scale, Intel-based computing environment with a state-of-the-art storage area network and a wired and wireless corporate network installed at our U.S. and regional international headquarters, and a secure, virtual private network to access and provide services to computing assets located in our stores, distribution centers and satellite offices and to our mobile workforce. This strategy has proven to minimize initial outlay of capital while allowing for flexibility and growth as operations expand. Computing assets and our mobile workforce around the globe access this environment via a secure, virtual private network. Regional communication links exist to each of our distribution centers and offices in international locations with connectivity to our U.S. data center as required by our international, distributed applications.
Our in-store point-of-sale system enables us to efficiently manage in-store transactions. This proprietary point-of-sale system has been enhanced to facilitate trade-in transactions, including automatic look-up of trade-in prices and printing of machine-readable bar codes to facilitate in-store restocking of pre-owned video games. In addition, our central database of all pre-owned and value video game products allows us to actively manage the pricing and product availability of our pre-owned video game products across our store base and reallocate our pre-owned and value video game products as necessary.
Field Management and Staff
Each of our Video Game Brands stores employs, on average, one manager,store leader, one assistant managerstore leader and between two and ten sales associates, many of whom are part-time employees. Each store managerleader is responsible for managing their personnel and the economic performance of their store. We have cultivated a work environment that attracts employees who are actively interested in electronic games. We seek to hire and retain employees who know and enjoy working with our productsvideo games so that they are better able to assist customers. To encourage them to sell the full range of our products and to maximize our profitability, we provide our employees with targeted incentive programs to drive overall sales and sales of higher margin products. In certain locations, we also provide certain employees with the opportunity to take home and try new video games, which enables them to better discuss those games with our customers. In addition, employees are casually dressed to encourage customer access and increase the “game-oriented” focus of the stores.
Our stores communicate with our corporate offices daily via e-mail. This e-mail allows for better tracking of trends in upcoming titles, competitor strategies and in-stock inventory positions. In addition, this electronic communication allows title selection in each store to be continuously updated and tailored to reflect the tastes and buying patterns of the store’s local market. These communications also give field management access to relevant inventory levels and loss prevention informationpositions and the opportunity to communicate directly with our executives. We have invested in significant management training programs for our store managersleaders and our district managersleaders to enhance their business management skills. We also sponsor our annual store managers’leaders’ conferences at which we operateconduct intense educational training programs to provide our video game store employees with information about the upcoming video game products that will be released by publishers induring the holiday season. All video game software publishers and vendors are invited to attend the conferences.
Our U.S. Video Game Brands store operations are managed by four market vice presidents or managing directors (in the case of stores and 30international markets) who directly supervise regional store operations directors.leaders. The regions are further divided into districts, each with a district managerleader covering an average of 1415 stores. In total, there are approximately 297 districts.
Our international operations areTechnology Brands segment is managed by a senior executive, with stores in Europe managed by two senior vice presidents, one vice president and with managing directors in each region. Our stores in Australia and Canada are each managed bywho manages a vice president. We also employ regional loss prevention managers who assist the stores in implementing security measures to prevent theftpresident for each of our products.
three store concepts. We operate the Technology BrandsAT&T branded, Cricket branded and Simply Mac branded stores with a field management and store management structure similar to that of our Video Game Brands stores. Simply Mac stores operate with a vice president of stores overseeing three district managers, who supervise between six and ten store managers. Spring Mobile stores are managed by a senior vice president of stores who manages five regional directors, each of whom manages between two and seven district managers. District managers manage between five and 12 stores. Aio Wireless stores are managed by a vice president who oversees four regional managers, each of whom manages a geographic market containing between three and 15 stores.
Customer Service
Our store personnel provide value-added services to each customer, such as maintaining lists of regular customers and reserving new releases for customers with a down payment to ensure product availability. In addition, our store personnel readily provide product reviews and ratings to ensure customers are making informed purchasing decisions and inform customers of available resources, including Game Informer and our e-commerce sites, to increase a customer’s enjoyment of the product upon purchase.
Vendors
We purchase substantially all of our new products worldwide from over 80 manufacturers, software publishers and several distributors. Purchases from the top ten vendors accounted for approximately 87%96% of our new product purchases in fiscal 2013. As of February 1, 2014, six vendors2015. Sony, Microsoft, Nintendo and Electronic Arts accounted for greater than27%, 19%, 11% and 10%, respectively, of our new product purchases during fiscal 2013. Sony, Microsoft, Nintendo, Take-Two Interactive, Electronic Arts and Activision accounted for 20%, 15%, 12%, 11%, 10%, and 10%, respectively.2015. We have established price protections and return privileges with our primary vendors in order to reduce our risk of inventory obsolescence. In addition, we have few purchase contracts with video game trade vendors and generally conduct business on an order-by-order basis, a practice that is typical throughout the industry. We believe that maintaining and strengthening our long-term relationships with our vendors is essential to our operations and continued expansion. We believe that we have very good relationships with our vendors.
Competition
The electronicvideo game industry is intensely competitive and subject to rapid changes in consumer preferences and frequent new product introductions. We compete with mass merchants and regional chains; computer product and consumer electronics stores; other video game and PC software specialty stores; toy retail chains; direct sales by software publishers; and online retailers
and game rental companies. Video game products are also distributed through other methods such as digital delivery. We also compete with sellers of pre-owned and value video game products. Additionally, we compete with other forms of entertainment activities, including casual and mobile games, movies, television, theater, sporting events and family entertainment centers.
In the U.S., we compete with Wal-Mart Stores, Inc. (“Wal-Mart”); Target Corporation (“Target”); Amazon.com, Inc. (“Amazon.com”); and Best Buy Co., Inc. (“Best Buy”). Competing video game specialists in Europe include Game Retail Limited based in the United Kingdom and its Spanish affiliate, Game Stores Iberia., among others. Throughout Europe we also compete with major consumer electronics retailers such as Media Markt, Saturn and FNAC, major hypermarket chains like Carrefour and Auchan, and online retailer Amazon.com. Competitors in Canada include Wal-Mart and Best Buy and its subsidiary Future Shop.Buy. In Australia, competitors include K-Mart, Target and JB HiFi stores.
Our Spring Mobile AT&T branded stores compete with AT&T corporate-owned stores, other AT&T authorized resellers, mass market retailers such as Wal-Mart, Best Buy and Target, among others, as well as other pre-paid and post-paid wireless carriers and their distribution channels, including Verizon, Sprint and T-Mobile. Our Simply Mac stores compete with Apple, including on-line and corporate owned Apple stores, mass-market retailers as noted above, and other authorized Apple resellers. Aio Wirelessabove. Our Spring Mobile managed Cricket branded stores compete with the pre-paid and post-paid wireless service offerings of AT&T, Verizon, T-Mobile, Sprint and other prepaid brands including Cricket, Boost, GoPhone and MetroPCS.
Seasonality
Our business, like that of many retailers, is seasonal, with the major portion of our sales and operating profit realized during the fourth fiscal quarter, which includes the holiday selling season. During fiscal 2013,2015, we generated approximately 41%38% of our sales during the fourth quarter. OurDuring fiscal 2012 operating loss was impacted by $680.7 million of goodwill and asset impairments. Therefore, the seasonality of our operating earnings (loss) is not comparable between fiscal 2013 and fiscal 2012. Excluding the impact of the goodwill and asset impairment charges,2014, we generated approximately 64% and 65% of our operating earnings during the fourth quarter of fiscal 2013 and fiscal 2012, respectively. Excluding the 53rd week sales from fiscal 2012, we generated approximately 39%37% of our sales during the fourth quarter.
Trademarks
We have a number of trademarks and servicemarks, including “GameStop,” “Game Informer,” “EB Games,” “Electronics Boutique,” “ThinkGeek,” “Spring Mobile,” “Simply Mac,” “Kongregate,” “BuyMyTronics,” “Power to the PlayersTM” and “PowerUp Rewards,” which have been registered by us with the United States Patent and Trademark Office. For many of our trademarks and servicemarks, including “Micromania,” we also have registered or have registrations pending with the trademark authorities throughout the world. We maintain a policy of pursuing registration of our principal marks and opposing any infringement of our marks.
Employees
We have approximately 17,00020,000 full-time salaried and hourly employees and between 27,00030,000 and 52,00062,000 part-time hourly employees worldwide, depending on the time of year. Fluctuation in the number of part-time hourly employees is due to the seasonality of our business. We believe that our relationship with our employees is excellent. Some of our international employees are covered by collective bargaining agreements, while none of our U.S. employees are represented by a labor union or are members of a collective bargaining unit.
Available Information
We make available on our corporate Web sitewebsite (www.gamestopcorp.com), under “Investor Relations — SEC Filings,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such material to the Securities and Exchange Commission (“SEC”). You may read and copy this information or obtain copies of this information by mail from the Public Reference Room of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web sitewebsite that contains reports, proxy statements and other information about issuers, like GameStop, who file electronically with the SEC. The address of that site is http://www.sec.gov. In addition to copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, our Code of Standards, Ethics and Conduct is available on our Web sitewebsite under “Investor Relations — Corporate Governance” and is available to our stockholders in print, free of charge, upon written request to the Investor Relations Department at GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051.
An investment in our company involves a high degree of risk. You should carefully consider the risks below, together with the other information contained in this report, before you make an investment decision with respect to our company. The risks described below are not the only ones facing us. Additional risks not presently known to us, or that we consider immaterial, may also impair our business operations. Any of the following risks could materially adversely affect our business, operating results or financial condition, and could cause a decline in the trading price of our common stock and the value of your investment.
Risks Related to Our Business
If economic conditions do not improve, demand for the products we sell may decline.
Sales of our products involve discretionary spending by consumers. Consumers are typically more likely to make discretionary purchases, including purchasing video game products, when there are favorable economic conditions. In recent years, poor worldwide economic conditions have led consumers to delay or reduce discretionary spending, including purchases of the products we sell. If conditions do not continue to improve, or deteriorate, these delays or reductions may continue, which could negatively impact our business, results of operations and financial condition.
The electronicvideo game industry is cyclical and affected by the introduction of next-generation consoles, which could negatively impact the demand for existing products or our pre-owned business.
The electronicvideo game industry has been cyclical in nature in response to the introduction and maturation of new technology. Following the introduction of new video game platforms, sales of these platforms and related software and accessories generally increase due to initial demand, while sales of older platforms and related products generally decrease as customers migrate toward the new platforms. A new console cycle began when Nintendo launched the Wii U in November 2012 and Sony and Microsoft
each launched their next generation of consoles, the PlayStation 4 and Xbox One, respectively, in November 2013. If the new video game platforms aredo not continue to be successful, our sales of video game products could decline. The introduction of these next-generation consoles could negatively impact the demand for existing products or our pre-owned business, which could have a negative impact on our sales and earnings.
The introduction of next-generationanother new generation of consoles could negatively impact the demand for existing products or our pre-owned business.
The introduction of next-generationanother new generation of consoles, the features of such consoles or changes to the existing generations of consoles, including any future restrictions or conditions that may adversely affect our pre-owned business or the ability to play prior generation video games on such consoles, and the impact on demand for existing products could have a negative impact on our sales and earnings.
We depend upon the timely delivery of products.new and innovative products from our vendors.
We depend on major hardware manufacturers, primarily Microsoft, Sony and Nintendo, to deliver new and existing video game platforms and new innovations on a timely basis and in anticipated quantities. In addition, we depend on software publishers to introduce new and updated software titles. We have experienced sales declines in the past due to a reduction in the number of new software titles available for sale. Any material delay in the introduction or delivery, or limited allocations, of hardware platforms or software titles could result in reduced sales.
We depend upon third parties to develop products and software.
Our business depends upon the continued development of new and enhanced video game platforms and accessories and video game and PC entertainment software. Our business could suffer and has declined due to the failure of manufacturers to develop new or enhanced video game platforms, a decline in the continued technological development and use of multimedia PCs, or the failure of software publishers to develop popular game and entertainment titles for current or future generation video game systems or PC hardware.
If we fail to keep pace with changing industry technology and consumer preferences, we will be at a competitive disadvantage.
The interactive entertainment industry is characterized by swiftly changing technology, evolving industry standards, frequent new and enhanced product introductions, rapidly changing consumer preferences and product obsolescence. Video games are now played on a wide variety of products,mediums, including mobile phones, tablets, social networking Web siteswebsites and other devices. In order to continue to compete effectively in the electronicvideo game industry, we need to respond quickly to technological changes and to understand their impact on our customers’ preferences. It may take significant time and resources to respond to these technological changes. If we fail to keep pace with these changes, our business may suffer.
Technological advances in the delivery and types of video games and PC entertainment software, as well as changes in consumer behavior related to these new technologies, could lower our sales.
While it is currently possible to download video game content to the current generation video game systems, downloading is somewhat constrained by bandwidth capacity.capacity and video game file sizes. However, broadband speeds are increasing and downloading technology is becoming more prevalent and continues to evolve rapidly. The newcurrent consoles from Sony and Microsoft have improvedfacilitated download technology. If these consoles and other advances in technology continue to expand our customers’ ability to access and download the current format of video games and incremental content for their games through these and other sources, our customers may no longer choose to purchase video games in our stores or reduce their purchases in favor of other forms of game delivery. As a result, our sales and earnings could decline.
We may not compete effectively as browser, mobile and social gaming becomes more popular.
Gaming continues to evolve rapidly. The popularity of browser, mobile and social gaming has increased greatly and this popularity is expected to continue to grow. Browser, mobile and social gaming is accessed through hardware other than the consoles and traditional hand-held video game devices we currently sell. If we are unable to respond to this growth in popularity of browser, mobile and social games and transition our business to take advantage of these new forms of gaming, our financial position and results of operations could suffer. We have been and are currently pursuing various strategies to integrate these new forms of gaming into our business model, but we can provide no assurances that these strategies will be successful or profitable.
Our ability to obtain favorable terms from our suppliers may impact our financial results.
Our financial results depend significantly upon the business terms we can obtain from our suppliers, including competitive prices, unsold product return policies, advertising and market development allowances, freight charges and payment terms. We purchase substantially all of our products directly from manufacturers, software publishers and, in some cases, distributors. Our largest vendors worldwide are Sony, Microsoft, Nintendo Take-Two Interactive,and Electronic Arts, and Activision, which accounted for 20%27%, 15%, 12%19%, 11%, 10% and 10%, respectively, of our new product purchases in fiscal 2013.2015. If our suppliers do not provide us with favorable business terms, we may not be able to offer products to our customers at competitive prices.
If our vendors fail to provide marketing and merchandising support at historical levels, our sales and earnings could be negatively impacted.
The manufacturers of video game hardware and software have typically provided retailers with significant marketing and merchandising support for their products. Additionally, AT&T and Apple provide our Technology Brands stores with similar support. As part of this support, we receive cooperative advertising and market development payments from these vendors. These cooperative advertising and market development payments enable us to actively promote and merchandise the products we sell and drive sales at our stores and on our Web sites.websites. We cannot assure you that vendors will continue to provide this support at historical levels. If they fail to do so, our sales and earnings could be negatively impacted.
The continued growth of our Technology Brands segment is dependent in large part on our relationship with AT&T and any material adverse change to this relationship would affect our results.
We continue to grow our Technology Brands segment as a way to diversify our business in order to continue to drive growth and to help mitigate the financial impact from the cyclical nature of the video game console business. Gross margins in our Technology Brands segment are higher than in our Video Game Brands segment and as a result, a growing portion of our profits is due to the growth of our Technology Brands segment. Our Technology Brands segment is primarily conducted through Spring Mobile, an authorized AT&T reseller currently operating 890 AT&T branded stores selling post-paid wireless services and products, and 70 Cricket branded stores selling pre-paid wireless services and products. Therefore, we depend in large part on our relationship with AT&T for the continued growth of our Technology Brands segment. In particular, we depend on AT&T for constant innovation and the timely delivery of products and services to our stores. Any material adverse change in our relationship with AT&T, including termination of the relationship (which is permissible upon a short notice period), the lack of innovation or failure to timely supply products or competitive service plans, or changes in the manner in which AT&T compensates its resellers, could materially affect the continued growth of our Technology Brands segment and our financial condition and results of operations.
Our growing relationship with AT&T could have an adverse impact on our business, including as a result of restrictions on our ability to offer products and services in the United States that compete with AT&T in wireless and wireline communications and a variety of technology businesses.
We are a significant reseller of AT&T products and services through our Technology Brands segment. We also sell certain AT&T products and services through our Video Game Brands stores. Our agreements with AT&T and its affiliates impose significant restrictions on our ability to offer products and services in the United States that compete with AT&T in wireless and wireline communications and a variety of technology businesses, including several that are adjacent to markets in which we participate or are considering entering, which could materially adversely impact this component of our business.
We have made and may make investments and acquisitions which could negatively impact our business if we fail to successfully complete and integrate them, or if they fail to perform in accordance with our expectations.
To enhance our efforts to grow and compete, we have made and continue to make investments and acquisitions. These activities include investments in and acquisitions of digital, browser, social and mobile gaming and technology-based companies as the delivery methods for video games continue to evolve, and investments in new retail categories like wireless and consumer electronics. Our plans to pursue future transactions are subject to our ability to identify potential candidates and negotiate favorable terms for these transactions. Accordingly, we cannot assure you that future investments or acquisitions will be completed. In addition, to facilitate future transactions, we may take actions that could dilute the equity interests of our stockholders, increase our debt or cause us to assume contingent liabilities, all of which may have a detrimental effect on the price of our common stock. Also, companies that we have acquired, and that we may acquire in the future, could have products that are in development, and there is no assurance that these products will be successfully developed. Finally, if any acquisitions are not successfully integrated with our business, or fail to perform in accordance with our expectations, our ongoing operations could be adversely affected. Integration of digital, browser, social and mobile gaming and mobile phone and technology-based companies or other retailers may be particularly challenging to us as these companies are outside of our historical operating expertise.
Pressure from our competitors may force us to reduce our prices or increase spending, which could decrease our profitability.
The electronic game industryretail environment is intensely competitive and subject to rapid changes in consumer preferences and frequent new product introductions. We compete with mass merchants and regional chains, including Wal-Mart and Target; computer product and consumer electronics stores, including Best Buy; internet-based retailers such as Amazon.com; other U.S. and
international video game and PC software specialty stores located in malls and other locations, such as Carrefour and Media Markt; toy retail chains; direct sales by software publishers; and online retailers and game rental companies. Some of our competitors have longer operating histories and may have greater financial resources than we do or other advantages, including non-taxability of sold merchandise. In addition, video game products and content are increasingly being digitally distributed and new competitors built to take advantage
of these new capabilities are entering the marketplace, and other methods may emerge in the future. We also compete with other sellers of pre-owned video game products and other PC software distribution companies, including Steam. Certain of our mass-merchantsmass-merchant competitors are expanding in the market for pre-owned video games through aggressive pricing which may negatively affect our margins, sales and earnings for these products. Additionally, we compete with other forms of entertainment activities, including browser, social and mobile games, movies, television, theater, sporting events and family entertainment centers. Our Technology Brands stores compete with a wide variety of other wireless carriers and retailers and consumer electronics retailers.retailers, including AT&T, which competes with our Spring Mobile managed AT&T and Cricket branded stores. If we lose customers to our competitors, or if we reduce our prices or increase our spending to maintain our customers, we may be less profitable.
We depend upon our key personnel and they would be difficult to replace.
Our success depends upon our ability to attract, motivate and retain a highly trained and engaged workforce, including key management for our stores and skilled merchandising, marketing, financial and administrative personnel. The turnover rate in the retail industry is relatively high, and there is an ongoing need to recruit and train new store employees. Factors that affect our ability to maintain sufficient numbers of qualified employees include employee morale, our reputation, unemployment rates, competition from other employers and our ability to offer appropriate compensation packages. Additionally, we depend upon the continued services of our key executive officers: Daniel A. DeMatteo,officers, including our Executive Chairman; J. Paul Raines, ourChairman, Chief Executive Officer; Tony D. Bartel, our President; Robert A. Lloyd, ourOfficer, Chief Operating Officer and Executive Vice President and Chief Financial Officer; Michael Mauler, our Executive Vice President-International; and Michael P. Hogan, our Executive Vice President-Strategic Business and Brand Development.Presidents. Our inability to recruit a sufficient number of qualified individuals or our failure to retain key employees in the future may have a negative impact on our business.
International events could delay or prevent the delivery of products to our suppliers.
Our suppliers rely on foreign sources, primarily in Asia, to manufacture a portion of the products we purchase from them. As a result, any event causing a disruption of imports, including natural disasters or the imposition of import restrictions or trade restrictions in the form of tariffs or quotas, could increase the cost and reduce the supply of products available to us, which could lower our sales and profitability.
Our international operations expose us to numerous risks.
We have international retail operations in Australia, Canada and Europe. Because release schedules for hardware and software introduction in these markets oftencan sometimes differ from release schedules in the United States, the timing of increases and decreases in foreign sales may differ from the timing of increases and decreases in domestic sales. We are also subject to a number of other factors that may affect our current or future international operations. These include:
economic downturns, specifically in the regions in which we operate;
currency exchange rate fluctuations;
international incidents;
natural disasters;
government instability; and
competitors entering our current and potential markets.
Our operations in Europe are also subject to risks associated with the current economic conditions and uncertainties in the European Union (“EU”). European and global economic conditions have already been negatively impacted by the ability of certain EU member states to service their sovereign debt obligations. Additionally, there continues to be uncertainty over the possibility that other EU member states may experience similar financial troubles, the ultimate outcome of the EU governments’ financial support programs, the possible breakup or restructuring of the EU and the possible elimination or restructuring of the EU monetary system. These continued uncertainties could further disrupt European and global economic conditions. Unfavorable economic conditions could negatively impact consumer demand for our products. These factors could have an adverse effect on our business, results of operations and financial condition.
We are also subject to risks that our operations outside the United States could be conducted by our employees, contractors, representatives or agents in ways that violate the Foreign Corrupt Practices Act or other similar anti-bribery laws. While we have
policies and procedures intended to ensure compliance with these laws, our employees, contractors, representatives and agents may take actions that violate our policies. Moreover, it may be more difficult to oversee the conduct of any such persons who are not our employees, potentially exposing us to greater risk from their actions. Any violations of those laws by any of those persons could have a negative impact on our business.
Unfavorable changes in our global tax rate could have a negative impact on our business, results of operations and cash flows.
As a result of our operations in many foreign countries, our global tax rate is derived from a combination of applicable tax rates in the various jurisdictions in which we operate. Depending upon the sources of our income, any agreements we may have with taxing authorities in various jurisdictions and the tax filing positions we take in various jurisdictions, our overall tax rate may be higher than other companies or higher than our tax rates have been in the past. We base our estimate of an annual effective tax rate at any given point in time on a calculated mix of the tax rates applicable to our business and to estimates of the amount of income to be derived in any given jurisdiction. A change in the mix of our business from year to year and from country to country, changes in rules related to accounting for income taxes, changes in tax laws in any of the multiple jurisdictions in which we operate or adverse outcomes from the tax audits that regularly are in process in any jurisdiction in which we operate could result in an unfavorable change in our overall tax rate, which could have a material adverse effect on our business and results of our operations.
If we are unable to renew or enter into new leases on favorable terms, our revenue growth may decline.
All of our retail stores are located in leased premises. If the cost of leasing existing stores increases, we cannot assure you that we will be able to maintain our existing store locations as leases expire. In addition, we may not be able to enter into new leases on favorable terms or at all, or we may not be able to locate suitable alternative sites or additional sites for new store expansion in a timely manner. Our revenues and earnings may decline if we fail to maintain existing store locations, enter into new leases, locate alternative sites or find additional sites for new store expansion.
Restrictions on our ability to take trade-ins of and sell pre-owned video game products or pre-owned mobile devices could negatively affect our financial condition and results of operations.
Our financial results depend on our ability to take trade-ins of, and sell, pre-owned video game products and pre-owned mobile devices within our stores. Actions by manufacturers or publishers of video game products or mobile devices, wireless carriers or governmental authorities to prohibit or limit our ability to take trade-ins or sell pre-owned video game products or mobile devices, or to limit the ability of consumers to play pre-owned video games or use pre-owned mobile devices, could have a negative impact on our sales and earnings.
Sales of video games containing graphic violence may decrease as a result of actual violent events or other reasons, and our financial results may be adversely affected as a result.
Many popular video games contain material with graphic violence. These games receive an “M” or “T” rating from the Entertainment Software Ratings Board. As actual violent events occur and are publicized, or for other reasons, public acceptance of graphic violence in video games may decline. Consumer advocacy groups may increase their efforts to oppose sales of graphically-violent video games and may seek legislation prohibiting their sales. As a result, our sales of those games may decrease, which could adversely affect our financial results.
An adverse trend in sales during the holiday selling season could impact our financial results.
Our business, like that of many retailers, is seasonal, with the major portion of our sales and operating profit realized during the fourth fiscal quarter, which includes the holiday selling season. During fiscal 2013,2015, we generated approximately 41%38% of our sales during the fourth quarter. Any adverse trend in sales during the holiday selling season could lower our results of operations for the fourth quarter and the entire fiscal year.
Our results of operations may fluctuate from quarter to quarter.
Our results of operations may fluctuate from quarter to quarter depending upon several factors, some of which are beyond our control. These factors include, but are not limited to:
the timing and allocations of new product releases including new console launches;
the timing of new store openings or closings;
shifts in the timing or content of certain promotions or service offerings;
the effect of changes in tax rates in the jurisdictions in which we operate;
acquisition costs and the integration of companies we acquire or invest in;
the mix of earnings in the countries in which we operate;
the costs associated with the exit of unprofitable markets or stores; and
changes in foreign currency exchange rates.
These and other factors could affect our business, financial condition and results of operations, and this makes the prediction of our financial results on a quarterly basis difficult. Also, it is possible that our quarterly financial results may be below the expectations of public market analysts.
Failure to effectively manage our new store openings could lower our sales and profitability.
Our growth strategy depends in part upon opening new stores and operating them profitably. We opened 10985 Video Game Brands stores (including 31 collectibles stores) and opened or acquired 218568 Technology Brands stores in fiscal 2013, which is inclusive of the stores we acquired as a result of the Simply Mac and Spring Mobile acquisitions.2015. We expect to open or acquire approximately 350 - 450140 new stores in fiscal 2014,2016, including 40 - 5090 Video Game Brands stores (including 84 collectibles stores) and 300 - 40050 Technology Brands stores. Our ability to open new stores and operate them profitably depends upon a number of factors, some of which may be beyond our control. These factors include:
the ability to identify new store locations, negotiate suitable leases and build out the stores in a timely and cost efficient manner;
the ability to hire and train skilled associates;
the ability to integrate new stores into our existing operations; and
the ability to increase sales at new store locations.
Our growth will also depend on our ability to process increased merchandise volume resulting from new store openings through our inventory management systems and distribution facilities in a timely manner. If we fail to manage new store openings in a timely and cost efficient manner, our growth or profits may decrease.
Failure to successfully execute our strategy to close stores and transfer customers and sales to nearby stores could adversely impact our financial results.
Our strategy includes closing stores which are not meeting our performance standards or stores at the end of their lease terms and transferring sales to other nearby GameStop locations. We plan to closeclosed approximately 170 - 180210 Video Game Brands stores worldwide in fiscal 2014.2015 and plan to close approximately 200 Video Game Brands stores worldwide in fiscal 2016. We believe that we can ultimately increase profitability by successfully transferring customers and sales to other stores by marketing directly to the PowerUp Rewards members who have shopped in the stores that we plan to close. If we are unsuccessful in marketing to customers of the stores that we plan to close or in transferring sales to nearby stores, our sales and profitability could be adversely affected.
We rely on centralized facilities for refurbishment of our pre-owned products. Any disruption to these facilities could adversely affect our profitability.
We rely on centralized facilities for the refurbishment of all pre-owned products that we sell. If any disruption occurred at these facilities, whether due to natural disaster or severe weather, or events such as fire, accidents, power outages, systems failures, or other unforeseen causes, sales of our pre-owned products could decrease. Since we generally obtain higher margins on our pre-owned products, any adverse effect on their sales could adversely affect our profitability.
If our management information systems fail to perform or are inadequate, our ability to manage our business could be disrupted.
We rely on computerized inventory and management systems to coordinate and manage the activities in our distribution centers, as well as to communicate distribution information to the off-site, third-party operated distribution centers with which we work. The third-party distribution centers pick up products from our suppliers, repackage the products for each of our stores and ship those products to our stores by package carriers. We use inventory replenishment systems to track sales and inventory. Our ability to rapidly process incoming shipments of new release titles and deliver them to all of our stores, either that day or by the next morning, enables us to meet peak demand and replenish stores at least twice a week, to keep our stores in stock at optimum levels and to move inventory efficiently. If our inventory or management information systems fail to adequately perform these functions, our business could be adversely affected. In addition, if operations in any of our distribution centers were to shut down
or be disrupted for a prolonged period of time or if these centers were unable to accommodate the continued store growth in a particular region, our business could suffer.
Data breaches involving customer or employee data stored by us could adversely affect our reputation and revenues.
We store confidential information with respect to our customers and employees. A compromise of our data security systems or those of businesses with which we interact with could result in information related to our customers or employees being obtained by unauthorized persons. Any such breach of our systems could lead to fraudulent activity resulting in claims and lawsuits against us or other operational problems or interruptions in connection with such breaches. Consequently, despite our efforts, our security
measures have been breached in the past and may be breached in the future due to cyber attack, team member error, malfeasance, fraudulent inducement or other acts; and unauthorized parties have in the past obtained, and may in the future obtain, access to our data or our customers’ data. While costs associated with past security breaches have not been significant, any breach or unauthorized access in the future could result in significant legal and financial exposure and damage to our reputation that could potentially have an adverse effect on our business. While we also seek to obtain assurances that others with whom we interact with will protect confidential information, there is a risk the confidentiality of data held or accessed by others may be compromised. If a compromise of our data security or function of our computer systems or website were to occur, it could have a material adverse effect on our operating results and financial condition and, possibly, subject us to additional legal, regulatory and operating costs and damage our reputation in the marketplace.
Also, the interpretation and enforcement of data protection laws in the United States, Europe and elsewhere are uncertain and, in certain circumstances, contradictory. These laws may be interpreted and enforced in a manner that is inconsistent with our policies and practices. If we are subject to data security breaches or government-imposed fines, we may have a loss in sales or be forced to pay damages or other amounts, which could adversely affect profitability, or be subject to substantial costs related to compliance.
Litigation and the outcomes of such litigation could negatively impact our future financial condition and results of operations.
In the ordinary course of our business, we are, from time to time, subject to various litigation and legal proceedings. In the future, the costs or results of such legal proceedings, individually or in the aggregate, could have a negative impact on our financial condition, results of operations and cash flows.
Legislative actions and changes in accounting rules may cause our general and administrative and compliance costs to increase and impact our future financial condition and results of operations.
In order to comply with laws adopted by the U.S. government or other U.S. or foreign regulatory bodies, we may be required to increase our expenditures and hire additional personnel and additional outside legal, accounting and advisory services, all of which may cause our general and administrative and compliance costs to increase. Significant workforce-related legislative changes could increase our expenses and adversely affect our operations. Examples of possible workforce-related legislative changes include changes to an employer's obligation to recognize collective bargaining units, the process by which collective bargaining agreements are negotiated or imposed, minimum wage requirements, and health care mandates. In addition, changes in the regulatory environment affecting Medicare reimbursements, product safety, supply chain transparency, and increased compliance costs related to enforcement of federal and state wage and hour statutes and common law related to overtime, among others, could cause our expenses to increase without an ability to pass through any increased expenses through higher prices. Environmental legislation or other regulatory changes could impose unexpected costs or impact us more directly than other companies due to our operations as a global retailer. Specifically, environmental legislation or international agreements affecting energy, carbon emissions, and water or product materials are continually being explored by governing bodies. Increasing energy and fuel costs, supply chain disruptions and other potential risks to our business, as well as any significant rule making or passage of any such legislation, could materially increase the cost to transport our goods and materially adversely affect our results of operations. Additionally, regulatory and enforcement activity focused on the retail industry has increased in recent years, increasing the risk of fines and additional operational costs associated with compliance.
As a seller of certain consumer products, we are subject to various federal, state, local and international laws, regulations, and statutes relating to product safety and consumer protection.
While we take steps to comply with these laws, there can be no assurance that we will be in compliance, and failure to comply with these laws could result in penalties which could have a negative impact on our business, financial condition and results of operations. We may also be subject to involuntary or voluntary product recalls or product liability lawsuits. Direct costs or reputational damage associated with product recalls or product liability lawsuits, individually or in the aggregate, could have a negative impact on future revenues and results of operations.
Our Board of Directors could change our dividend policy at any time.
We initiated our first cash dividend on our common stock during fiscal 2012. Notwithstanding the foregoing, there is no assurance that we will continue to pay cash dividends on our common stock in the future. Certain provisions in our credit facility triggered by certain borrowing levelsand covenants under the indentures for our 5.50% Senior Notes due October 1, 2019 (the “2019 Senior Notes”) and our 6.75% Senior Notes due March 15, 2021 (the "2021 Senior Notes" and, together, the “Senior Notes”), restrict our ability to pay dividends in the future. Subjectcertain circumstances. In addition, subject to any financial covenants in current or future financing agreements that directly or indirectly restrict our ability to pay dividends, the payment of dividends is within the discretion of our Board of Directors and will
depend upon our future earnings and cash flow from operations, our capital requirements, our financial condition and any other factors that the Board of Directors may consider. Unless we continue to pay
cash dividends on our common stock in the future, the success of an investment in our common stock will depend entirely upon its future appreciation. Our common stock may not appreciate in value or even maintain the price at which it was purchased.
We may record future goodwill impairment charges or other asset impairment charges which could negatively impact our future results of operations and financial condition.
In recent periods we have recorded significant non-cash charges relating to the impairment of goodwill and other tangible and intangible assets that had a material adverse effect on our consolidated statements of operations and consolidated balance sheets. Because we have grown in part through acquisitions, goodwill and other acquired intangible assets represent a substantial portion of our assets. We also have long-lived assets consisting of property and equipment and other identifiable intangible assets which we review both on an annual basis as well as when events or circumstances indicate that the carrying amount of an asset may not be recoverable. If a determination is made that a significant impairment in value of goodwill, other intangible assets or long-lived assets has occurred, such determination could require us to impair a substantial portion of our assets. Asset impairments could have a material adverse effect on our financial condition and results of operations.
Risks Relating to Indebtedness
Because of our floating rate credit facility, we may be adversely affected by interest rate changes.
Our financial position may be affected by fluctuations in interest rates, as our senior credit facility is subject to floating interest rates.
Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. If we were to borrow against our senior credit facility, a significant increase in interest rates could have an adverse effect on our financial position and results of operations.
The terms of our Senior Notes and senior credit facility may impose significant operating and financial restrictions on us.
The terms of our Senior Notes and our senior credit facility may impose significant operating and financial restrictions on us in certain circumstances. These restrictions, among other things, limit our ability to:
incur, assume or permit to exist additional indebtedness or guaranty obligations;
incur liens or agree to negative pledges in other agreements;
engage in sale and leaseback transactions;
make loans and investments;
declare dividends, make payments or redeem or repurchase capital stock;
engage in mergers, acquisitions and other business combinations;
prepay, redeem or purchase certain indebtedness;
amend or otherwise alter the terms of our organizational documents and indebtedness;
sell assets; and
engage in transactions with affiliates.
We cannot assure you that these covenants will not adversely affect our ability to finance our future operations or capital needs or to pursue available business opportunities.opportunities and may affect our ability to grow in accordance with our strategy. A breach of the covenants or restrictions under the indentures for the Senior Notes, or under our senior credit facility, could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the repayment of the related debt and may result in the acceleration of the repayment of any other debt to which a cross-acceleration or cross-default provision applied. In addition, an event of default under our senior credit facility would permit the lenders to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable under our senior credit facility, those lenders could proceed against the collateral granted to them to secure that indebtedness. In the event that our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. See Note 10, "Debt," to our consolidated financial statements for a description of our Senior Notes and senior credit facility.
To service our indebtedness, we will require a significant amount of cash. We may incur additionalnot be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to generate sufficient cash flow from operations to make scheduled payments on our indebtedness, including without limitation any payments required to be made under our senior credit facility or to holders of our Senior Notes, and to fund our operations, will depend on our ability to generate cash in the future, whichfuture. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including interest payments and the payment of principal at maturity, we may adversely impacthave to undertake alternative financing plans, such as refinancing or restructuring our financial conditiondebt, including the Senior Notes, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot provide assurance that any refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and resultsthe amount of operations.
We may incurproceeds realized from those sales, that additional indebtednessfinancing could be obtained on acceptable terms, if at all, or if that additional financing would be permitted under the terms of our various debt instruments, then in the future, including additional secured indebtedness.effect. Our senior credit facility restrictsand the indentures governing the Senior Notes restrict our ability to dispose of assets and use the proceeds from those sales and raise debt or equity to meet any debt service obligations then due. Our ability to refinance would also depend upon the condition of the finance and credit markets. Our inability to generate sufficient cash flow to satisfy our debt obligations, including the Senior Notes, or to refinance our obligations on commercially reasonable terms or on a timely basis, would have an adverse effect on our business, results of operations and financial condition.
Despite current indebtedness levels, we and our subsidiaries may still be able to incur additional debt. This could further increase the risks associated with our leverage.
We are able to incur additional indebtedness. Although our senior credit facility and the indentures for our Senior Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring additional indebtedness and is subject to important exceptions and qualifications.obligations that do not constitute indebtedness. Such future indebtedness or obligations may have restrictions similar to, or more restrictive than, those containedincluded in the indentures for our Senior Notes or our senior credit facility. The incurrence of additional indebtedness could impact our financial condition and results of operations.
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| Item 1B. | Unresolved Staff Comments |
None.
All of our stores are leased. Store leases typically provide for an initial lease term of three to five years, plus renewal options. This arrangement gives us the flexibility to pursue extension or relocation opportunities that arise from changing market conditions. We believe that, as current leases expire, we will be able to obtain either renewals at present locations, leases for equivalent locations in the same area, or be able to close the stores with expiring leases and transfer enough of the sales to other nearby stores to improve, if not at least maintain, profitability. We expect to open or acquire approximately 350 - 450 new stores in fiscal 2014, including 40 - 50 Video Game Brands stores and 300 - 400 Technology Brands stores. We also plan to close approximately 170 - 180 Video Game Brands stores worldwide in fiscal 2014.
The terms of the store leases for the 6,6757,117 leased stores open as of February 1, 2014January 30, 2016 expire as follows:
|
| | |
| Lease Terms to Expire During | Number of Stores |
| (12 Months Ending on or About January 31) |
|
| 2015 | 2,297 |
|
| 2016 | 1,587 |
|
| 2017 | 1,137 |
|
| 2018 | 638 |
|
| 2019 and later | 1,016 |
|
| | 6,675 |
|
| | |
|
| | | |
| Lease Terms to Expire During (12 Months Ending on or About January 30) | | Number of Stores |
| 2017 | | 1,184 |
|
| 2018 | | 1,782 |
|
| 2019 | | 1,435 |
|
| 2020 | | 1,251 |
|
| 2021 and later | | 1,465 |
|
| Total | | 7,117 |
|
As of January 30, 2016, we owned oreight and leased 14 office and distribution facilities, withtotaling approximately 1.8 million square feet. The lease expiration dates rangingfor the leased facilities range from 20142016 to 2034 and2024, with an average remaining lease life of approximately four years, in the following locations:five years. Our principal facilities are as follows:
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| | | | | | | |
| Location | | Square Footage | | Owned or Leased | | Use |
United States | | | | | | |
| Grapevine, Texas, USA | | 519,000 |
| | Owned | | Distribution and administration |
| Grapevine, Texas, USA | | 182,000 |
| | Owned | | Manufacturing and distribution |
Louisville, Kentucky, USA(1) | | 260,000 |
| | Leased | | Distribution |
Minneapolis, Minnesota, USA | | 15,000 |
| | Leased | | Administration |
Salt Lake City, Utah | | 12,000 |
| | Leased | | Administration |
San Francisco, California, USA | | 8,500 |
| | Leased | | San Francisco, California, USA |
Denver, Colorado, USA | | 7,500 |
| | Leased | | Distribution and administration |
West Chester, Pennsylvania, USA | | 6,100 |
| | Leased | | Administration |
Greenwood Village, Colorado, USA | | 2,700 |
| | Leased | | Administration |
Canada | | | | | | |
| Brampton, Ontario, Canada | | 119,000 |
| | Owned | | Distribution and administration |
Brampton, Ontario, Canada | | 59,000 |
| | Leased | | Distribution and administration |
Australia | | | | | | |
| Eagle Farm, Queensland, Australia | | 185,000 |
| | Owned | | Distribution and administration |
Auckland, New Zealand | | 13,000 |
| | Leased | | Distribution and administration |
Europe | | | | | | |
Arlov, Sweden | | 80,000 |
| | Owned | | Distribution and administration |
| Milan, Italy | �� | 123,000 |
| | Owned | | Distribution and administration |
Memmingen, Germany | | 67,000 |
| | Owned | | Distribution and administration |
Valencia, Spain | | 22,000 |
| | Leased | | Distribution |
Valencia, Spain | | 6,000 |
| | Leased | | Administration |
Dublin, Ireland | | 38,000 |
| | Leased | | Distribution and administration |
Paris, France | | 71,000 |
| | Leased | | Distribution |
Paris, France | | 1,000 |
| | Leased | | Administration |
Sophia Antipolis, France | | 17,000 |
| | Leased | | Administration |
(1) We will be relocating from this distribution center during the first half of fiscal 2016. During the fourth quarter of fiscal 2015, we executed a lease for a 631,000 square foot facility in Shepherdsville, Kentucky.
Additional information regarding our properties can be found in “Item 1. Business - Store Operations” and “Item 1. Business - Site Selection and Locations” elsewhere in this Form 10-K.
In the ordinary course of business, we are, from time to time, subject to various legal proceedings, including matters involving wage and hour employee class actions and consumer class actions. We may enter into discussions regarding settlement of these and other types of lawsuits, and may enter into settlement agreements, if we believe settlement is in the best interest of our stockholders. We do not believe that any such existing legal proceedings or settlements, individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows.
Certain of our French subsidiaries have been under audit by the French Tax Administration (the "FTA") for fiscal years 2008 through 2012. We received a tax reassessment notice on December 23, 2015, pursuant to which the FTA asserted that the French subsidiaries were ineligible to claim certain tax deductions from November 4, 2008, through January 31, 2010, resulting in a potential additional tax charge of approximately €23.0 million. We may receive additional tax reassessments in material amounts for subsequent fiscal years, including those years currently under audit. We filed a response to the reassessment notice on February 19, 2016, and we intend to vigorously contest the reassessment through administrative procedures. If we are unable to resolve this matter through administrative remedies at the FTA, we plan to pursue judicial remedies. We believe our tax positions will be sustained and have not taken a reserve for any potential adjustment based on the reassessment. If we were not to prevail, then the adjustment to our income tax provision could be material.
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| |
| Item 4. | Mine Safety Disclosures |
Not applicable.
PART II
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Price Range of Common Stock
Our Class A Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “GME.”
The following table sets forth, for the periods indicated, the high and low sales prices of the Class A Common Stock on the NYSE Composite Tape:
| | | | | Fiscal 2013 | | Fiscal 2015 |
| | | High | | Low | | High | | Low |
| Fourth Quarter | | $ | 57.74 |
| | $ | 34.70 |
| | $ | 47.48 |
| | $ | 24.33 |
|
| Third Quarter | | $ | 56.08 |
| | $ | 47.04 |
| | $ | 47.83 |
| | $ | 38.66 |
|
| Second Quarter | | $ | 51.36 |
| | $ | 30.94 |
| | $ | 47.76 |
| | $ | 38.47 |
|
| First Quarter | | $ | 37.23 |
| | $ | 23.36 |
| | $ | 42.67 |
| | $ | 34.52 |
|
| | | | | Fiscal 2012 | | Fiscal 2014 |
| | | High | | Low | | High | | Low |
| Fourth Quarter | | $ | 28.35 |
| | $ | 21.41 |
| | $ | 44.84 |
| | $ | 31.69 |
|
| Third Quarter | | $ | 24.49 |
| | $ | 15.32 |
| | $ | 45.45 |
| | $ | 35.82 |
|
| Second Quarter | | $ | 23.08 |
| | $ | 15.47 |
| | $ | 46.59 |
| | $ | 35.10 |
|
| First Quarter | | $ | 25.86 |
| | $ | 20.94 |
| | $ | 45.48 |
| | $ | 33.10 |
|
Approximate Number of Holders of Common Equity
As of March 20, 2014,17, 2016, there were approximately 1,5491,448 record holders of our Class A Common Stock.
Dividends
Prior to February 2012, we had never declared or paid any dividends on our common stock. During fiscal 2012,2014, we paid quarterly dividends of $0.15 per share of Class A Common Stock during the first and second fiscal quarters and $0.25 per share of Class A Common Stock during the third and fourth fiscal quarters. During fiscal 2013, we paid quarterly dividends of $0.275$0.33 per share of Class A Common Stock during each of the four fiscal quarters. During fiscal 2015, we paid quarterly dividends of $0.36 per share of Class A Common Stock during each of the four fiscal quarters.
On March 4, 2014,February 23, 2016, our Board of Directors authorized an increase in our annual cash dividend from $1.10$1.44 to $1.32$1.48 per share of Class A Common Stock and on March 4, 2014, we declared our first quarterly dividend for fiscal 2014 of $0.33 per share of Class A Common Stock, payable on March 25, 2014 to stockholders of record on March 17, 2014.Stock. Our payment of dividends is and will continue to be restricted by or subject to, among other limitations, applicable provisions of federal and state laws, our earnings and various business considerations, including our financial condition, results of operations, cash flow, the level of our capital expenditures, our future business prospects, our status as a holding company and such other matters that our Board of Directors deems relevant. In addition, the terms of the senior credit facility and of the indentures governing our Senior Notes restrict our ability to pay dividends under certain circumstances. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” herein for further information regarding restrictions on our dividend payments.
Issuer Purchases of Equity Securities
Our purchases of our equity securities during the fourth quarter of the fiscal year ended February 1, 2014January 30, 2016 were as follows:
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| | | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) |
| | | | | (In millions of dollars) |
| November 1, 2015 through November 29, 2015 | | 297,000 |
| | $ | 40.25 |
| | 297,000 |
| | $ | 283.4 |
|
| November 30, 2015 through January 2, 2016 | | 921,100 |
| | $ | 30.52 |
| | 921,100 |
| | $ | 255.3 |
|
| January 3, 2016 through January 30, 2016 | | 382,405 |
| | $ | 26.15 |
| | 382,405 |
| | $ | 245.3 |
|
| Total | | 1,600,505 |
| | $ | 31.28 |
| | 1,600,505 |
| | |
|
| | | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) |
| | | | | (In millions of dollars) |
November 3, 2013 through November 30, 2013 | | 321,500 |
| | $ | 51.62 |
| | 321,500 |
| | $ | 490.0 |
|
December 1, 2013 through January 4, 2014 | | 479,000 |
| | $ | 47.90 |
| | 479,000 |
| | $ | 467.1 |
|
January 5, 2014 through February 1, 2014 | | 237,300 |
| | $ | 42.05 |
| | 237,300 |
| | $ | 457.1 |
|
| Total | | 1,037,800 |
| | $ | 47.71 |
| | 1,037,800 |
| | |
___________________
| |
(1) | In November 2012, the Board of Directors authorized $500 million to be used for share repurchases. In November 2013,2014, the Board of Directors authorized $500 million to be used for share repurchases, replacing the previous November 20122013 authorization. The November 2013 $500 million2014 authorization has no expiration date. |
GameStop Stock Comparative Performance Graph
The following graph compares the cumulative total stockholder return on our Class A Common Stock for the period commencing January 30, 200928, 2011 through January 31, 201429, 2016 (the last trading date of fiscal 2013)2015) with the cumulative total return on the Standard & Poor’s 500 Stock Index (the “S&P 500”) and the Dow Jones Retailers, Other Specialty Industry Group Index (the “Dow Jones Specialty Retailers Index”) over the same period. Total return values were calculated based on cumulative total return assuming (i) the investment of $100 in our Class A Common Stock, the S&P 500 and the Dow Jones Specialty Retailers Index on January 30, 200928, 2011 and (ii) reinvestment of dividends.
The following stock performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor should such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.
| | | | | | 1/30/2009 | | | 1/29/2010 | | | 1/28/2011 | | | 1/27/2012 | | | 2/1/2013 | | | 1/31/2014 | | | 1/28/2011 | | | 1/27/2012 | | | 2/1/2013 | | | 1/31/2014 | | | 1/30/15 | | | 1/29/16 |
| GME | | | 100 | | | 79.78 | | | 84.67 | | | 98.14 | | | 103.40 | | | 151.47 | | | $100.00 | | | $115.92 | | | $122.12 | | | $178.91 | | | $186.10 | | | $143.47 |
| S&P 500 Index | | | 100 | | | 130.03 | | | 154.54 | | | 159.39 | | | 183.22 | | | 215.84 | | | 100.00 | | | 103.13 | | | 118.56 | | | 139.66 | | | 156.31 | | | 152.02 |
| Dow Jones Specialty Retailers Index | | | 100 | | | 144.54 | | | 192.05 | | | 209.89 | | | 223.01 | | | 285.02 | | | 100.00 | | | 109.29 | | | 116.12 | | | 148.41 | | | 184.80 | | | 159.76 |
Securities Authorized for Issuance under Equity Compensation Plans
For information regarding securities authorized for issuance under equity compensation plans, refer to “Part III —Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
|
| |
| Item 6. | Selected Financial Data |
The following table sets forth our selected consolidated financial and operating data for the periods ended and as of the dates indicated. Our fiscal year is composed of 52 or 53 weeks ending on the Saturday closest to January 31. The fiscal year ended February 2, 2013 consisted of 53 weeks. The fiscal years ended January 30, 2016, January 31, 2015, February 1, 2014 and January 28, 2012 January 29, 2011 and January 30, 2010 consisted of 52 weeks. The “Statement of Operations Data” for the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014 February 2, 2013 and January 28, 2012 and the “Balance Sheet Data” as of February 1, 2014January 30, 2016 and February 2, 2013January 31, 2015 are derived from and are qualified by reference to, our audited consolidated financial statements which are included elsewhere in this Form 10-K. The “Statement of Operations Data” for fiscal years ended January 29, 2011February 2, 2013 and January 30, 201028, 2012 and the “Balance Sheet Data” as of February 1, 2014, February 2, 2013 and January 28, 2012 January 29, 2011 and January 30, 2010 are derived from our audited consolidated financial statements which are not included elsewhere in this Form 10-K.
The selected financial data set forth below should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included in this Form 10-K.
|
| | | | | | | | | | | | | | | | | | | | |
| | | 52 Weeks Ended February 1, 2014 | | 53 Weeks
Ended
February 2,
2013 | | 52 Weeks
Ended
January 28,
2012 | | 52 Weeks
Ended
January 29,
2011 | | 52 Weeks
Ended
January 30,
2010 |
| | | (In millions, except per share data and statistical data) |
| Statement of Operations Data: | | | | | | | | | | |
| Net sales | | $ | 9,039.5 |
| | $ | 8,886.7 |
| | $ | 9,550.5 |
| | $ | 9,473.7 |
| | $ | 9,078.0 |
|
| Cost of sales | | 6,378.4 |
| | 6,235.2 |
| | 6,871.0 |
| | 6,936.1 |
| | 6,643.3 |
|
| Gross profit | | 2,661.1 |
| | 2,651.5 |
| | 2,679.5 |
| | 2,537.6 |
| | 2,434.7 |
|
| Selling, general and administrative expenses | | 1,892.4 |
| | 1,835.9 |
| | 1,842.1 |
| | 1,698.8 |
| | 1,633.3 |
|
| Depreciation and amortization | | 166.5 |
| | 176.5 |
| | 186.3 |
| | 174.7 |
| | 162.6 |
|
| Goodwill impairments(1) | | 10.2 |
| | 627.0 |
| | — |
| | — |
| | — |
|
| Asset impairments and restructuring charges(2) | | 18.5 |
| | 53.7 |
| | 81.2 |
| | 1.5 |
| | 1.8 |
|
| Operating earnings (loss) | | 573.5 |
| | (41.6 | ) | | 569.9 |
| | 662.6 |
| | 637.0 |
|
| Interest expense (income), net | | 4.7 |
| | 3.3 |
| | 19.8 |
| | 35.2 |
| | 43.2 |
|
| Debt extinguishment expense | | — |
| | — |
| | 1.0 |
| | 6.0 |
| | 5.3 |
|
| Earnings (loss) before income tax expense | | 568.8 |
| | (44.9 | ) | | 549.1 |
| | 621.4 |
| | 588.5 |
|
| Income tax expense | | 214.6 |
| | 224.9 |
| | 210.6 |
| | 214.6 |
| | 212.8 |
|
| Net income (loss) | | 354.2 |
| | (269.8 | ) | | 338.5 |
| | 406.8 |
| | 375.7 |
|
| Net loss attributable to noncontrolling interests | | — |
| | 0.1 |
| | 1.4 |
| | 1.2 |
| | 1.6 |
|
| Net income (loss) attributable to GameStop Corp. | | $ | 354.2 |
| | $ | (269.7 | ) | | $ | 339.9 |
| | $ | 408.0 |
| | $ | 377.3 |
|
| Basic net income (loss) per common share | | $ | 3.02 |
| | $ | (2.13 | ) | | $ | 2.43 |
| | $ | 2.69 |
| | $ | 2.29 |
|
| Diluted net income (loss) per common share | | $ | 2.99 |
| | $ | (2.13 | ) | | $ | 2.41 |
| | $ | 2.65 |
| | $ | 2.25 |
|
| Dividends per common share | | $ | 1.10 |
| | $ | 0.80 |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Weighted average common shares outstanding —basic | | 117.2 |
| | 126.4 |
| | 139.9 |
| | 151.6 |
| | 164.5 |
|
| Weighted average common shares outstanding —diluted | | 118.4 |
| | 126.4 |
| | 141.0 |
| | 154.0 |
| | 167.9 |
|
| Store Operating Data: | | | | | | | | | | |
| Number of stores by segment | | | | | | | | | | |
| United States | | 4,249 |
| | 4,425 |
| | 4,503 |
| | 4,536 |
| | 4,429 |
|
| Canada | | 335 |
| | 336 |
| | 346 |
| | 345 |
| | 337 |
|
| Australia | | 418 |
| | 416 |
| | 411 |
| | 405 |
| | 388 |
|
| Europe | | 1,455 |
| | 1,425 |
| | 1,423 |
| | 1,384 |
| | 1,296 |
|
| Technology Brands | | 218 |
| | — |
| | — |
| | — |
| | — |
|
| Total | | 6,675 |
| | 6,602 |
| | 6,683 |
| | 6,670 |
| | 6,450 |
|
| Comparable store sales increase (decrease)(3) | | 3.8 | % | | (8.0 | )% | | (2.1 | )% | | 1.1 | % | | (7.9 | )% |
| Inventory turnover | | 5.3 |
| | 5.0 |
| | 5.1 |
| | 5.1 |
| | 5.2 |
|
| Balance Sheet Data: | | | | | | | | | | |
| Working capital | | $ | 223.6 |
| | $ | 295.6 |
| | $ | 363.4 |
| | $ | 407.0 |
| | $ | 471.6 |
|
| Total assets(4) | | 4,091.4 |
| | 3,872.2 |
| | 4,608.2 |
| | 4,807.5 |
| | 4,758.4 |
|
| Total debt, net | | 4.0 |
| | — |
| | — |
| | 249.0 |
| | 447.3 |
|
| Total liabilities(4) | | 1,840.0 |
| | 1,585.9 |
| | 1,568.0 |
| | 1,911.6 |
| | 2,035.4 |
|
| Total equity | | 2,251.4 |
| | 2,286.3 |
| | 3,040.2 |
| | 2,895.9 |
| | 2,723.0 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | 52 Weeks Ended January 30, 2016 | | 52 Weeks Ended January 31, 2015 | | 52 Weeks Ended February 1, 2014 | | 53 Weeks Ended February 2, 2013 | | 52 Weeks Ended
January 29,
2012 |
| | | (In millions, except per share data and statistical data) |
| Statement of Operations Data: | | | | | | | | | | |
| Net sales | | $ | 9,363.8 |
| | $ | 9,296.0 |
| | $ | 9,039.5 |
| | $ | 8,886.7 |
| | $ | 9,550.5 |
|
| Cost of sales | | 6,445.5 |
| | 6,520.1 |
| | 6,378.4 |
| | 6,235.2 |
| | 6,871.0 |
|
| Gross profit | | 2,918.3 |
| | 2,775.9 |
| | 2,661.1 |
| | 2,651.5 |
| | 2,679.5 |
|
| Selling, general and administrative expenses | | 2,108.9 |
| | 2,001.0 |
| | 1,892.4 |
| | 1,835.9 |
| | 1,842.1 |
|
| Depreciation and amortization | | 156.6 |
| | 154.4 |
| | 166.5 |
| | 176.5 |
| | 186.3 |
|
Goodwill impairments(1) | | — |
| | — |
| | 10.2 |
| | 627.0 |
| | — |
|
Asset impairments and restructuring charges(2) | | 4.6 |
| | 2.2 |
| | 18.5 |
| | 53.7 |
| | 81.2 |
|
| Operating earnings (loss) | | 648.2 |
| | 618.3 |
| | 573.5 |
| | (41.6 | ) | | 569.9 |
|
| Interest expense, net | | 23.0 |
| | 10.0 |
| | 4.7 |
| | 3.3 |
| | 19.8 |
|
| Debt extinguishment expense | | — |
| | — |
| | — |
| | — |
| | 1.0 |
|
| Earnings (loss) before income tax expense | | 625.2 |
| | 608.3 |
| | 568.8 |
| | (44.9 | ) | | 549.1 |
|
| Income tax expense | | 222.4 |
| | 215.2 |
| | 214.6 |
| | 224.9 |
| | 210.6 |
|
| Net income (loss) | | 402.8 |
| | 393.1 |
| | 354.2 |
| | (269.8 | ) | | 338.5 |
|
| Net loss attributable to noncontrolling interests | | — |
| | — |
| | — |
| | 0.1 |
| | 1.4 |
|
| Net income (loss) attributable to GameStop Corp. | | $ | 402.8 |
| | $ | 393.1 |
| | $ | 354.2 |
| | $ | (269.7 | ) | | $ | 339.9 |
|
| Basic net income (loss) per common share | | $ | 3.80 |
| | $ | 3.50 |
| | $ | 3.02 |
| | $ | (2.13 | ) | | $ | 2.43 |
|
| Diluted net income (loss) per common share | | $ | 3.78 |
| | $ | 3.47 |
| | $ | 2.99 |
| | $ | (2.13 | ) | | $ | 2.41 |
|
| Dividends per common share | | $ | 1.44 |
| | $ | 1.32 |
| | $ | 1.10 |
| | $ | 0.80 |
| | $ | — |
|
| Weighted-average common shares outstanding —basic | | 106.0 |
| | 112.2 |
| | 117.2 |
| | 126.4 |
| | 139.9 |
|
| Weighted-average common shares outstanding —diluted | | 106.7 |
| | 113.2 |
| | 118.4 |
| | 126.4 |
| | 141.0 |
|
| Store Operating Data: | | | | | | | | | | |
| Number of stores by segment | | | | | | | | | | |
| United States | | 4,013 |
| | 4,138 |
| | 4,249 |
| | 4,425 |
| | 4,503 |
|
| Canada | | 325 |
| | 331 |
| | 335 |
| | 336 |
| | 346 |
|
| Australia | | 444 |
| | 421 |
| | 418 |
| | 416 |
| | 411 |
|
| Europe | | 1,299 |
| | 1,316 |
| | 1,455 |
| | 1,425 |
| | 1,423 |
|
| Technology Brands | | 1,036 |
| | 484 |
| | 218 |
| | — |
| | — |
|
| Total | | 7,117 |
| | 6,690 |
| | 6,675 |
| | 6,602 |
| | 6,683 |
|
Comparable store sales increase (decrease)(3) | | 4.3 | % | | 3.4 | % | | 3.8 | % | | (8.0 | )% | | (2.1 | )% |
| Inventory turnover | | 5.2 |
| | 5.7 |
| | 5.3 |
| | 5.0 |
| | 5.1 |
|
| Balance Sheet Data: | | | | | | | | | | |
| Working capital | | $ | 144.4 |
| | $ | 422.8 |
| | $ | 223.6 |
| | $ | 295.6 |
| | $ | 363.4 |
|
| Total assets | | 4,334.9 |
| | 4,246.3 |
| | 4,091.4 |
| | 3,872.2 |
| | 4,608.2 |
|
Total debt(4) | | 350.4 |
| | 355.7 |
| | 4.0 |
| | — |
| | — |
|
| Total liabilities | | 2,253.9 |
| | 2,178.6 |
| | 1,840.0 |
| | 1,585.9 |
| | 1,568.0 |
|
| Total equity | | 2,081.0 |
| | 2,067.7 |
| | 2,251.4 |
| | 2,286.3 |
| | 3,040.2 |
|
___________________
| |
(1) | Results for fiscal 2013 include a goodwill impairment charge of $10.2 million related to our decision to abandon our investment in Spawn Labs. Results for fiscal 2012 include charges related to goodwill impairments of $627.0 million resulting from our interim goodwill impairment tests performed during the third quarter of fiscal 2012. See Note 9, "Goodwill and Intangible Assets," to our consolidated financial statements for further information regarding our goodwill impairment charges. |
| |
(2) | Results for fiscal 2015 include impairment charges of $4.6 million, comprised of $4.4 million of property and equipment impairments and $0.2 million of intangible asset impairments. Results for fiscal 2014 include impairment charges of $2.2 million, comprised of $1.9 million of property and equipment impairments and $0.3 million of intangible asset impairments. Results for fiscal 2013 include impairments of $18.5 million, of which $7.4 million and $2.1 million were related to certain technology assets and other intangible assets, respectively, as a result of our decision to abandon our investment in Spawn Labs and the remaining $9.0 million was related to property and equipment impairments resulting from our evaluation of store property, equipment and other assets. Results for fiscal 2012 include charges related to asset impairments of $53.7 million, of which $44.9 million relates to the impairment of the Micromania trade name and $8.8 million relates to other impairment charges from the evaluations of store property, equipment and other assets. Results for fiscal 2011 include charges related to asset impairments and restructuring charges of $81.2 million, of which $37.8 million relates to the impairment of the Micromania trade name, $22.7 million relates to the impairment of investments in non-core businesses and $20.7 million relates to other impairments, termination benefits and facility closure costs. For fiscal years 2009 and 2010, results include impairment charges resulting from our evaluation of store property, equipment and other assets. |
| |
(3) | Comparable store sales is a measure commonly used in the retail industry and indicates store performance by measuring the growth in sales for certain stores for a particular period over the corresponding period in the prior year. Our comparable store sales are comprised of sales from our Video Game Brands stores operating for at least 12 full months as well as sales related to our Web siteswebsites and sales we earn from sales of pre-owned merchandise to wholesalers or dealers. Comparable store sales for our international operating segments exclude the effect of changes in foreign currency exchange rates. The calculation of comparable store sales for the 52 weeks ended February 1, 2014January 30, 2016 compares the 52 weeks for the period ended February 1, 2014January 30, 2016 to the most closely comparable weeks for the prior year period. The method of calculating comparable store sales varies across the retail industry. As a result, our method of calculating comparable store sales may not be the same as other retailers’ methods. Our Technology Brands stores are excluded from the calculation of comparable store sales. We do not consider comparable store sales to be a meaningful metric in evaluating the performance of our Technology Brands stores due to the frequently changing nature of revenue streams and commission structures associated with this segment of our business. We believe our calculation of comparable store sales best represents our strategy as a multi-channelan omnichannel retailer who provides its consumers several ways to access its products. |
| |
(4) | We have revised the presentation of outstanding checks in our prior period financial statements. Previously, we reduced cash and liabilities when the checks were presented for payment and cleared our bank accounts. As of February 1,On September 24, 2014, we reduce cashissued $350.0 million aggregate principal amount of our unsecured 5.50% 2019 Senior Notes. The 2019 Senior Notes bear interest at the rate of 5.50% per annum with interest payable semi-annually in arrears on April 1 and liabilities whenOctober 1 of each year beginning on April 1, 2015. The 2019 Senior Notes were sold in a private placement and are not registered under the checks are released for payment.U.S. Securities Act of 1933. The 2019 Senior Notes were offered in the U.S. to “qualified institutional buyers” pursuant to the exemption from registration under Rule 144A of the Securities Act and in exempted offshore transactions pursuant to Regulation S under the Securities Act. See Note 110, "Debt," to our consolidated financial statements.statements for additional information regarding the 2019 Senior Notes. |
|
| |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with the information contained in our consolidated financial statements, including the notes thereto. Statements regarding future economic performance, management’s plans and objectives, and any statements concerning assumptions related to the foregoing contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute forward-looking statements. Certain factors, which may cause actual results to vary materially from these forward-looking statements, accompany such statements or appear elsewhere in this Form 10-K, including the factors disclosed under “Part I — Item 1A. Risk Factors.”
GeneralOverview
GameStop Corp. (“GameStop,” “we,” “us,” “our,” or the “Company”) isWe are a global multichannelfamily of specialty retail brands that makes the most popular technologies affordable and simple. As the world's largest omnichannel video game consumer electronics and wireless services retailer, and is the world’s largest multichannel video game retailer. Wewe sell new and pre-owned video game hardware, physical and digital video game software, video game accessories, as well as new and pre-owned mobile and consumer electronics products and other merchandise primarily through our GameStop, EB Games and Micromania stores. As of February 1, 2014,January 30, 2016, we operated 6,6757,117 stores, in the United States, Australia, Canada and Europe, which are primarily located in major shopping malls and strip centers. We also operate electronic commerce Web siteswebsites www.gamestop.com, www.ebgames.com.au, www.ebgames.co.nz, www.gamestop.ca, www.gamestop.it, www.gamestop.es, www.gamestop.ie, www.gamestop.de, www.gamestop.co.uk and www.micromania.fr. The network also includes: www.kongregate.com, aour leading browser-based game site;web and mobile gaming platform; Game Informer magazine, the world's leading multi-platformprint and digital video game publication; a digital PC distribution platform available at www.gamestop.com/pcgames;and iOS and Android mobile applications;applications. In addition, over the last two years, we have expanded our in-store selection of licensed merchandise and our collectibles business. In 2014, we introduced a stand-alone concept branded Zing Pop Culture to sell pop culture themed merchandise. To further expand our offering, we recently acquired Geeknet, Inc., an online consumerand wholesale retailer that sells collectibles, apparel, gadgets, electronics, marketplace available attoys and other retail products for technology enthusiasts and general consumers under the name ThinkGeek through the www.buymytronics.comwww.thinkgeek.com. website. ThinkGeek also sells certain exclusive products to wholesale channel customers. We now have 32 collectibles stores internationally branded Zing Pop Culture and three ThinkGeek stores in the United States. We also own and operate Spring Mobile, an authorized AT&T reseller operating AT&T branded wireless retail stores and pre-paid wireless stores under the name Cricket (an AT&T brand) in the United States, as well as a certified Apple reseller with stores selling Apple consumer electronic products in the United States under the name Simply Mac;Mac. We operate our business in four Video Game Brands segments: United States, Canada, Australia and Europe; and a Technology Brands segment, which includes the operations of our Spring Mobile an authorizedmanaged AT&Treseller operating AT&T and Cricket branded wireless retail stores in the United States; and pre-paid wireless stores under the name Aio Wireless (an AT&T brand) as part of our expanding relationship with AT&T.Simply Mac business.
Our fiscal year is composed of the 52 or 53 weeks ending on the Saturday closest to the last day of January. Fiscal 2015 consisted of the 52 weeks ended on January 31. The 30, 2016 ("fiscal year2015"). Fiscal 2014 consisted of the 52 weeks ended on January 31, 2015 ("fiscal 2014"). Fiscal 2013 consisted of the 52 weeks ended on February 1, 2014 (“("fiscal 2013”2013") consisted of 52 weeks. The fiscal year ended February 2, 2013 (“fiscal 2012”) consisted of 53 weeks. The fiscal year ended January 28, 2012 (“fiscal 2011”) consisted of 52 weeks..
Growth in the electronicvideo game industry is generally driven by the introduction of new technology. Gaming consoles are typically launched in cycles as technological developments provide significant improvements in graphics, audio quality, game play, Internetinternet connectivity and other entertainment capabilities beyond video gaming. The current generation of consoles (the Sony PlayStation 4, the Microsoft Xbox One and the Nintendo Wii U) werewas introduced between November 2012 throughand November 2013. The previous generation of consoles (the Sony PlayStation 3, the Microsoft Xbox 360 and the Nintendo Wii) were introduced between 2005 and 2007. The Nintendo 3DS was introduced in March 2011, the Sony PlayStation Vita was introduced in February 2012 and the Nintendo 2DS was introduced in October 2013. Typically, following the introduction of new video game platforms, sales of new video game hardware increase as a percentage of total sales in the first full year following introduction. As video game platforms mature, the sales mix attributable to complementary video game software and accessories, which generate higher gross margins, generally increases in the subsequent years. The net effect is generally a decline in gross margin percent in the first full year following new platform releases and an increase in gross margin percent in the years subsequent to the first full year following the launch period. The launch of the next-generation Sony PlayStation 4 and the Microsoft Xbox One should negatively impact our overall gross margin percentage in future years. Unit sales of maturing video game platforms are typically also driven by manufacturer-funded retail price reductions, further driving sales of related software and accessories. Historically, new hardware consoles are typically introduced every four to five years. We experienced declines in new hardware and software sales throughout the first few months of fiscal 2013 due to the age of the older generation of consoles. With the introduction of the new consoles in the fourth quarter of fiscal 2013, sales of new hardware have increased.increased; however, sales of the Sony PlayStation 4 and the Microsoft Xbox One negatively impacted our gross margin percentage in fiscal 2014 and fiscal 2015.
We expect that future growth in the electronicvideo game industry will also be driven by the sale of video games delivered in digital form and the expansion of other forms of gaming. We currently sell various types of products that relate to the digital category, including digitally downloadable content ("DLC"(“DLC”), full game downloads, Xbox LIVE, PlayStation Plus and Nintendo network points cards, as well as prepaid digital and online timecards. We expect our sales of digital products to increase in fiscal 2014.prepaid subscription cards. We have made significant investments in e-commerce and in-store and Web sitewebsite functionality to enable our customers to access digital content easily and facilitate the digital sales and delivery process. We plan to continue to invest in these types of processes and channels to grow our digital sales base and enhance our market leadership position in the electronicvideo game industry and in the digital aggregation and distribution category.
We continue to diversify our business by seeking out opportunities to extend our core competencies to other businesses and retail categories, including mobile and consumer electronics and collectibles, to continue to grow and to help mitigate the financial impact from the cyclical nature of the video game console cycle and regularly evaluate potential acquisition opportunities, some of which could be material. In fiscal 2011,2013, we also launchedcompleted our mobile businessacquisitions of Simply Mac, an authorized Apple reseller currently operating in 76 stores, and began sellingSpring Mobile, an assortmentauthorized AT&T reseller currently operating in 890 AT&T branded stores and 70 Cricket branded stores. We intend to continue to expand the number of tablets and accessories. We currently sell tablets and accessories in all of our Technology Brands stores in the United States and in a majority of stores in our international markets. We also sell and accept trades of pre-owned mobile devices in our stores.near future. In addition, we intend to continue to invest in customer loyalty programs designed to attract and retain our customers. Additionally, in 2014, we introduced stand-alone collectibles stores and expanded the selection of collectible products in our stores. To further expand
our collectibles business, we recently acquired ThinkGeek, and we plan to continue investing in this category going forward. We continue to seek to invest in other retail concepts and product lines with the intention of further diversifying our business.
In November 2013, we acquired Spring Mobile, an authorized AT&T reseller operating over 160 stores selling wireless services and products, and acquired Simply Mac, an authorized Apple reseller selling Apple products and services in 23 stores. We also opened 31 stores under the Aio Wireless brand. Aio Wireless is an AT&T brand selling pre-paid wireless services and products. We expect to expand the number of Spring Mobile and Simply Mac stores which we operate in future years. We also expect to expand our pre-paid stores with AT&T under either the Aio Wireless brand or the Cricket brand following AT&T’s acquisition of Leap Wireless.
Critical Accounting Policies and Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. Changes in the estimates and assumptions used by us could have a significant impact on our financial results, and actual results could differ from those estimates. Our senior management has discussed the development and selection of these critical accounting policies, as well as the significant accounting policies disclosed in Note 1, "Nature of Operations and Summary of Significant Accounting Policies," to our consolidated financial statements, with the Audit Committee of our Board of Directors. We believe the following accounting policies are the most critical to aid in fully understanding and evaluating our reporting of transactions and events, and the estimates these policies involve require our most difficult, subjective or complex judgments.
Revenue Recognition. Revenue from the sales of our products is recognized at the time of sale, net of sales discounts and net of an estimated sales return reserve, based on historical return rates, with a corresponding reduction in cost of sales. Our sales return policy is generally limited to less than 30 days and as such our sales returns are, and have historically been, immaterial. The sales of pre-owned video game products are recorded at the retail price charged to the customer. Advertising revenues for Game Informer are recorded upon release of magazines for sale to consumers. Subscription revenues for our PowerUp Rewards loyalty program and magazines are recognized on a straight-line basis over the subscription period. Revenue from the sales of product replacement plans is recognized on a straight-line basis over the coverage period. Gift cards sold to customers are recognized |
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| Estimate Description | Judgment and/or Uncertainty | Potential Impact if Results Differ |
| Valuation of Merchandise Inventories |
| Our merchandise inventories are carried at the lower of cost or market generally using the average cost method. Under the average cost method, as new product is received from vendors, its current cost is added to the existing cost of product on-hand and this amount is re-averaged over the cumulative units. Pre-owned video game products traded in by customers are recorded as inventory at the amount of the store credit given to the customer. | In valuing inventory, we are required to make assumptions regarding the necessity of reserves required to value potentially obsolete or over-valued items at the lower of cost or market. We consider quantities on hand, recent sales, potential price protections and returns to vendors, among other factors, when making these assumptions. | Our ability to gauge these factors is dependent upon our ability to forecast customer demand and to provide a well-balanced merchandise assortment. Any inability to forecast customer demand properly could lead to increased costs associated with write-downs of inventory to reflect volumes or pricing of inventory which we believe represents the net realizable value.
A 10% change in our obsolescence reserve percentage at January 30, 2016 would have affected net earnings by approximately $2.8 million in fiscal 2015. |
| Cash Consideration Received from Vendors |
We participate in cooperative advertising programs and other vendor marketing programs in which our vendors provide us with cash consideration in exchange for marketing and advertising the vendors’ products.
The cooperative advertising programs and other vendor marketing programs generally cover a period from a few weeks up to a month and include items such as product in-store display promotions and placement, internet advertising, co-op print advertising and other programs. The allowance for each event is negotiated with the vendor and requires specific performance by us to be earned.
| Our accounting for cooperative advertising arrangements and other vendor marketing programs results in a significant portion of the consideration received from our vendors reducing the product costs in inventory rather than as an offset to our marketing and advertising costs. The consideration serving as a reduction in inventory is recognized in cost of sales as inventory is sold.
We estimate the amount of vendor allowances to be deferred as a reduction of inventory based on the nature of the consideration received and the merchandise inventory to which the consideration relates. We apply a sell-through rate to determine the timing in which the consideration should be recognized in cost of sales. Consideration received that relates to video game products that have not yet been released to the public is deferred.
| Although we consider our advertising and marketing programs to be effective, we do not believe that we would be able to incur the same level of advertising expenditures if the vendors decreased or discontinued their allowances. Additionally, if actual results are not consistent with our estimated deferrals and sell-through rates, we may be exposed to additional adjustments that could materially impact our gross profit rates and inventory balances.
A 10% difference in our vendor allowances deferral at January 30, 2016 would have affected net earnings by approximately $1.3 million in fiscal 2015. |
as a liability on the consolidated balance sheet until redeemed or until a reasonable point at which breakage related to non-redemption can be recognized.We also sell a variety of digital products which generally allow consumers to download software or play games on the internet. Certain of these products do not require us to purchase inventory or take physical possession of, or take title to, inventory. When purchasing these products from us, consumers pay a retail price and we earn a commission based on a percentage of the retail sale as negotiated with the product publisher. We recognize these commissions as revenue on the sale of these digital products. |
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| Estimate Description | Judgment and/or Uncertainty | Potential Impact if Results Differ |
| Customer Liabilities |
Our PowerUp Rewards loyalty program allows enrolled members to earn points on purchases in our stores and on some of our websites that can be redeemed for rewards that include discounts or merchandise. We estimate the net cost of the rewards that will be issued and redeemed and record this cost and the associated liability as points are earned by our loyalty program members.
Additionally, we sell gift cards to our customers in our retail stores, through our website and through selected third parties. At the point of sale, a liability is established for the value of the gift card. We recognize revenue from gift cards when the card is redeemed by the customer or the likelihood of the gift card being redeemed by the customer is remote, which is a concept known in the retail industry as breakage. We determine our gift card breakage rate based on historical redemption patterns. | The two primary estimates utilized to record the balance sheet liability for loyalty points earned by members are the estimated redemption rate and the estimated weighted-average cost per point redeemed. We use historical redemption rates experienced under our loyalty program as a basis for estimating the ultimate redemption rate of points earned. A weighted-average cost per point redeemed is used to estimate future redemption costs. The weighted-average cost per point redeemed is based on our most recent actual costs incurred to fulfill points that have been redeemed by our loyalty program members and is adjusted as appropriate for recent changes in redemption costs, including the mix of rewards redeemed.
Our estimate of the amount and timing of gift card redemptions is based primarily on historical transaction experience. | We continually evaluate our methodology and assumptions based on developments in redemption patterns, cost per point redeemed and other factors. Changes in the ultimate redemption rate and weighted-average cost per point redeemed have the effect of either increasing or decreasing the liability through the current period expense by an amount estimated to cover the cost of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period.
A 10% change in our customer loyalty program redemption rate or weighted-average cost per point redeemed at January 30, 2016 would have affected net earnings by approximately $4.0 million and $4.0 million, respectively, in fiscal 2015.
A 10% change in our gift card breakage rate at January 30, 2016 would have affected net earnings by approximately $5.5 million in fiscal 2015. |
| Goodwill |
Our goodwill results from our acquisitions and represents the excess purchase price over the net identifiable assets acquired. We are required to evaluate our goodwill and other indefinite-lived intangible assets for impairment at least annually or whenever indicators of impairment are present. Our annual test is completed as of the beginning of the fourth fiscal quarter, and interim tests are conducted when circumstances indicate the carrying value of the goodwill or other intangible assets may not be recoverable.
As of January 30, 2016, our goodwill totaled $1,476.7 million. Refer to Note 9, "Goodwill and Intangible Assets," to the consolidated financial statements included in this Form 10-K for a full description of our goodwill. | Considerable management judgment is necessary to initially value intangible assets upon acquisition and to evaluate those assets and goodwill for impairment going forward. We determine fair value using widely acceptable valuation techniques including discounted cash flows and market multiples analyses.
Assumptions used in our valuations, such as forecasted growth rates and our cost of capital, are consistent with our internal projections and operating plans. | Variations in any of the assumptions used in valuing our intangible assets and in our impairment analysis may result in different calculations of fair values that could result in a material impairment charge.
Based on the results of our annual impairment test in fiscal 2015, the fair values of our reporting units exceeded their respective carrying values by more than 50%. A reduction in the terminal growth rate assumption of 0.5% or an increase in the discount rate assumption of 1.0% utilized in the test for each respective reporting unit would not have resulted in an impairment.
We can provide no assurance that we will not have impairment charges in future periods as a result of changes in our operating results or our assumptions. |
Merchandise Inventories. Our merchandise inventories are carried at the lower of cost or market generally using the average cost method. Under the average cost method, as new product is received from vendors, its current cost is added to the existing cost of product on-hand and this amount is re-averaged over the cumulative units. Pre-owned video game products traded in by customers are recorded as inventory at the amount of the store credit given to the customer. In valuing inventory, we are required to make assumptions regarding the necessity of reserves required to value potentially obsolete or over-valued items at the lower of cost or market. We consider quantities on hand, recent sales, potential price protections and returns to vendors, among other factors, when making these assumptions. Our ability to gauge these factors is dependent upon our ability to forecast customer demand and to provide a well-balanced merchandise assortment. Any inability to forecast customer demand properly could lead to increased costs associated with inventory markdowns. We also adjust inventory based on anticipated physical inventory losses or shrinkage. Physical inventory counts are taken on a regular basis to ensure the reported inventory is accurate. During interim periods, estimates of shrinkage are recorded based on historical losses in the context of current period circumstances. Our reserve for merchandise inventories was $76.5 million as of February 1, 2014.
Property and Equipment. We had net property and equipment of $476.2 million as of February 1, 2014. We review our property and equipment for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. We assess recoverability based on several factors, including our intention with respect to our stores and the stores' projected undiscounted cash flows. If the results of the recoverability test indicate that an asset or asset group is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its fair value, as approximated by the present value of their projected discounted cash flows. We recorded impairment losses on our property and equipment of $18.5 million, $8.8 million and $11.2 million in fiscal 2013, fiscal 2012 and fiscal 2011, respectively, based on the results of our impairment tests.
Goodwill. We had goodwill totaling $1,414.7 million as of February 1, 2014. Our goodwill results from our acquisitions and represents the excess purchase price over the net identifiable assets acquired. We are required to evaluate our goodwill and other indefinite-lived intangible assets for impairment at least annually or whenever indicators of impairment are present. This annual test is completed as of the beginning of the fourth fiscal quarter, and interim tests are conducted when circumstances indicate the carrying value of the goodwill or other intangible assets may not be recoverable. Goodwill is evaluated for impairment at the reporting unit level. We have five operating segments, including Video Game Brands in the United States, Australia, Canada and Europe, and Technology Brands in the United States, which also define our reporting units. Our reporting units are based upon the similar economic characteristics of operations within each segment, including the nature of products, product distribution and the type of customer and separate management within those regions.
We use a two-step process to measure any potential goodwill impairment. The first step of the goodwill impairment test involves estimating the fair value of each reporting unit based on its discounted projected future cash flows. If the fair value of the reporting unit exceeds its carrying value, then goodwill is not impaired; however, if the fair value of the reporting unit is less than its carrying value, then the second step of the goodwill impairment test is needed. The second step compares the implied fair value of the reporting unit’s goodwill with its carrying amount. The implied fair value of goodwill is determined in step two of the goodwill impairment test by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation used in a business combination. Any residual fair value after this allocation represents the implied fair value of the reporting unit’s goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of its goodwill, then an impairment loss is recognized in the amount of the excess.
We utilize a discounted cash flow method to determine the fair value of reporting units. Management is required to make significant judgments based on our projected annual business plans, long-term business strategies, comparable store sales, store count, gross margins, operating expenses, working capital needs, capital expenditures and long-term growth rates, all considered in light of current and anticipated economic factors. Discount rates used in the analysis reflect a hypothetical market participant’s weighted average cost of capital, current market rates and the risks associated with the projected cash flows. Terminal growth rates were based on long-term growth rate potential and a long-term inflation forecast. The impairment testing process is subject to inherent uncertainties and subjectivity, particularly related to sales and gross margins which can be impacted by various factors including the items listed in "Item 1A. Risk Factors" within this Form 10-K. While the fair value is determined based on the best available information at the time of assessment, any changes in business or economic conditions could materially increase or decrease the fair value of the reporting unit’s net assets and, accordingly, could materially increase or decrease any related
impairment charge. While management does not anticipate any material changes to the projected undiscounted cash flows underlying its impairment test, many other factors impact the fair value calculation. Since we are required to determine fair value from a hypothetical market participant’s perspective, discount rates used in the analyses may change based on market conditions, regardless of whether our cost of capital has changed, which could negatively impact the fair value calculation. As we periodically reassess our fair value calculations using currently available market information and internal forecasts, changes in our judgments and other assumptions could result in recording material impairment charges of goodwill or other intangible assets in any of our reporting units in the future.We completed the annual impairment test of goodwill for |
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| Estimate Description | Judgment and/or Uncertainty | Potential Impact if Results Differ |
| Indefinite-Lived Intangible Assets |
Indefinite-lived intangible assets were recorded as a result of acquisitions and consist of our dealer agreement assets and our Micromania trade name. As these intangible assets are expected to contribute to cash flows indefinitely, they are not subject to amortization.
We assess our United States, Canada, Australia and Europe Video Game Brands reporting units as of the first day of the fourth quarter of fiscal 2013. The results of our test indicated that none of our goodwill was impaired. The Technology Brands reporting unit was excluded from the fiscal 2013 annual impairment test as it commenced operations during the fourth quarter and therefore was not a reporting unit subject to assessment as of our annual testing date. For our United States, Canada and Australia reporting units, the calculated fair value of each of these reporting units exceeded their respective carrying values by more than 20% and the calculated fair value of our Europe reporting unit exceeded its carrying value by more than 10%. A reduction in the terminal growth rate assumption of 0.25% or an increase in the discount rate assumption of 0.25% utilized in the test for each respective reporting unit would not have resulted in an impairment. For fiscal 2013, there was a $10.2 million goodwill write-off in the United States Video Game Brands reporting unit as a result of abandoning our investment in Spawn Labs, which is described more fully in Note 2 to our consolidated financial statements.
During the third quarter of fiscal 2012, we determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment test. As a result of the interim goodwill impairment test, we recorded non-cash, non-tax deductible goodwill impairments for the third quarter of fiscal 2012 of $107.1 million, $100.3 million and $419.6 million in our Australia, Canada and Europe reporting units, respectively, to reduce the carrying value of goodwill.
We completed our annual impairment test of goodwill as of the first day of the fourth quarter of fiscal 2011, fiscal 2012 and fiscal 2013 and concluded that none of our goodwill was impaired. For fiscal 2011, there was a $3.3 million goodwill write-off recorded in the United States segment as a result of the exiting of a non-core business. See Note 9 to our consolidated financial statements for additional information concerning goodwill.
Other Intangible Assets. Other intangible assets consist primarily of trade names, dealer agreements, leasehold rights, advertising relationships and amounts attributed to favorable leasehold interests recorded primarily as a result of the acquisitions of Spring Mobile in the fourth quarter of fiscal 2013, SFMI Micromania SAS (“Micromania”) in 2008 and the merger with Electronics Boutique Holdings Corp. in 2005 (the “EB merger”). We record intangible assets apart from goodwill if they arise from a contractual right and are capable of being separated from the entity and sold, transferred, licensed, rented or exchanged individually. The useful life and amortization methodology of intangible assets are determined based on the period in which they are expected to contribute directly to cash flows.
Trade names which were recorded as a result of acquisitions, primarily Micromania, are generally considered indefinite-lived intangible assets as they are expected to contribute to cash flows indefinitely and are not subject to amortization, but they are subject to annual impairment testing. Dealer agreements were recorded primarily from our acquisition of Spring Mobile. Dealer agreements represent a value associated with the rights and privileges afforded the operator under the associated agreement. Our dealer agreements are not subject to amortization. Leasehold rights which were recorded as a result of the Micromania acquisition represent the value of rights of tenancy under commercial property leases for properties located in France. Rights pertaining to individual leases can be sold by us to a new tenant or recovered by us from the landlord if the exercise of the automatic right of renewal is refused. Leasehold rights are amortized on a straight-line basis over the expected lease term not to exceed 20 years with no residual value. Advertising relationships, which were recorded as a result of digital acquisitions, are relationships with existing advertisers who pay to place ads on our digital Web sites and are amortized on a straight-line basis over 10 years. Favorable leasehold interests represent the value of the contractual monthly rental payments that are less than the current market rent at stores acquired as part of the Micromania acquisition or the EB merger. Favorable leasehold interests are amortized on a straight-line basis over their remaining lease term with no expected residual value.
Indefinite-lived intangible assets are assessed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. This test is completed as of the beginning of the fourth quarter each fiscal year or when circumstances indicate the carrying value of the intangible assets might be impaired. Similar to the test for goodwill impairment discussed above, the impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset. The fair value of our trade names is calculated using a relief-from-royalty approach, which assumes the value of the trade name is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the trade name and instead licensed the trade name from another company. The basis for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our test is completed as of the beginning of the fourth quarter each fiscal year.
We value our dealer agreements using a discounted cash flow analysis known as the Greenfield Method, which assumes that a business, at its inception, owns only dealer agreements and must make capital expenditure, working capital and other investments to ramp up its operations to a level that is comparable to its current operations.
We value our Micromania trade name using a relief-from-royalty approach, which assumes the value of the trade name is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the trade name and instead licensed the trade name from another company.
As of January 30, 2016, our indefinite-lived intangible assets totaled $262.3 million. Refer to Note 9, "Goodwill and Intangible Assets," to the consolidated financial statements included in this Form 10-K for a full description of our indefinite-lived intangible assets.
| In valuing our dealer agreement assets, considerable management judgment is necessary to estimate the cash flows required to build a comparable operation and the available future cash flows from these operations. Specifically, we are required to make certain assumptions about the cost of investment to build a comparable operation, projected net sales, cost of sales, operating expenses and income taxes, as well as the discount rate that is applied to the expected future cash flows to arrive at an estimated fair value.
In valuing our Micromania trade name, we are required to make certain assumptions regarding future cash flow projections to ensure that such projections represent reasonable market participant assumptions, to which the royalty rate is applied. Additionally, management judgment is necessary in selecting an appropriate discount rate which is reflective of the inherent risk of holding a standalone intangible asset. | Changes in the assumptions utilized in estimating the present value of the cash flows attributable to trade names and dealer agreements could materially impact the fair value estimates.
A reduction in the terminal growth rate assumption of 0.25% or an increase in the discount rate assumption of 0.25% utilized in the test would not have resulted in a material impairment of the dealer agreement assets.
A reduction in the terminal growth rate assumption of 0.25% or an increase in the discount rate assumption of 0.25% utilized in the test would not have resulted in a material impairment of the Micromania trade name.
We can provide no assurance that we will not have impairment charges in future periods as a result of changes in our operating results or our assumptions.
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future cash flow projections |
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| Estimate Description | Judgment and/or Uncertainty | Potential Impact if Results Differ |
| Income Taxes |
We account for income taxes utilizing an asset and liability approach, and deferred taxes are determined based on the estimated future tax effect of differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates. As a result of our operations in many foreign countries, our global tax rate is derived from a combination of applicable tax rates in the various jurisdictions in which we operate.
We maintain accruals for uncertain tax positions until examination of the tax year is completed by the taxing authority, available review periods expire or additional facts and circumstances cause us to change our assessment of the appropriate accrual amount. Our liability for uncertain tax positions was $30.0 million as of January 30, 2016.
Additionally, a valuation allowance is recorded against a deferred tax asset if it is not more likely than not that the asset will be realized. Several factors are considered in evaluating the realizability of our deferred tax assets, including the remaining years available for carry forward, the tax laws for the applicable jurisdictions, the future profitability of the specific business units, and tax planning strategies. Our valuation allowance was $18.8 million as of January 30, 2016. See Note 13 to our consolidated financial statements for further information regarding income taxes. | Considerable management judgment is necessary to assess the inherent uncertainties related to the interpretations of complex tax laws, regulations and taxing authority rulings, as well as to the expiration of statutes of limitations in the jurisdictions in which we operate.
We base our estimate of an annual effective tax rate at any given point in time on a calculated mix of the tax rates applicable to our operations and to estimates of the amount of income to be derived in any given jurisdiction. We file our tax returns based on our understanding of the appropriate tax rules and regulations. However, complexities in the tax rules and our operations, as well as positions taken publicly by the taxing authorities, may lead us to conclude that accruals for uncertain tax positions are required.
Additionally, several factors are considered in evaluating the realizability of our deferred tax assets, including the remaining years available for carry forward, the tax laws for the applicable jurisdictions, the future profitability of the specific business units, and tax planning strategies. | Our judgments and estimates concerning uncertain tax positions may change as a result of evaluation of new information, such as the outcome of tax audits or changes to or further interpretations of tax laws and regulations. Our judgments and estimates concerning realizability of deferred tax assets could change if any of the evaluation factors change. If such changes take place, there is a risk that our effective tax rate could increase or decrease in any period, impacting our net earnings.
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Seasonality
Our business, like that of many retailers, is internal revenue forecasts, which our management believes represent reasonable market participant assumptions, to which the selected royalty rate is applied. These future cash flows are discounted using the applicable discount rate, as well as any potential risk premium to reflect the inherent risk of holding a standalone intangible asset. The discount rate used in the analysis reflects a hypothetical market participant’s weighted average cost of capital, current market rates and the risks associatedseasonal, with the projected cash flows. The primary uncertainties in this calculation are the selectionmajor portion of an appropriate royalty ratesales and assumptions used in developing internal revenue growth forecasts, as well as the perceived risk associated with those forecasts in developing the discount rate.
During the third quarter of fiscal 2012, we determined that sufficient indicators of potential impairment existed to require an interim impairment test of our Micromania trade name. As a result of the interim impairment test of our Micromania trade name, we recorded a $44.9 million impairment chargeoperating profit realized during the third quarter of fiscal 2012. We completed our annual impairment tests of indefinite-lived intangible assets as of the first day of the fourth quarter of fiscal 2013 and fiscal 2012 and concluded that none of our intangible assets were impaired. We completed our annual impairment test of indefinite-lived intangible assets aswhich includes the holiday selling season. Results for any quarter are not necessarily indicative of the first dayresults that may be achieved for a full fiscal year. Quarterly results may fluctuate materially depending upon, among other factors, the timing of the fourth quarter of fiscal 2011new product introductions and concluded that our Micromania trade name was impaired due to revenue forecasts that had declined since the initial valuation. As a result, we recorded a $37.8 million impairment charge for fiscal 2011. For additional information related to our intangible assets, see Note 9 to our consolidated financial statements.
Cash Consideration Received from Vendors. We participatenew store openings, sales contributed by new stores, increases or decreases in cooperative advertising programs and other vendor marketing programs in which our vendors provide us with cash consideration in exchange for marketing and advertising the vendors’ products. Our accounting for cooperative advertising arrangements and other vendor marketing programs results in a significant portion of the consideration received from our vendors reducing the product costs in inventory rather than as an offset to our marketing and advertising costs. The consideration serving as a reduction in inventory is recognized in cost ofcomparable store sales, as inventory is sold. The amount of vendor allowances to be recorded as a reduction of inventory was determined based on the nature and timing of the consideration received and the merchandise inventory to which the consideration relates. We apply a sell through rate to determineacquisitions, adverse weather conditions, shifts in the timing in which the consideration should be recognized in cost of sales. Consideration received that relates to video game products that have not yet been released to the public is deferred.
The cooperative advertising programscertain holidays or promotions and other vendor marketing programs generally cover a period from a few days up to a few weeks and include items such as product catalog advertising, in-store display promotions, Internet advertising, co-op print advertising and other programs. The allowance for each event is negotiated with the vendor and requires specific performance by us to be earned.
Although we consider our advertising and marketing programs to be effective, we do not believe that we would be able to incur the same level of advertising expenditures if the vendors decreased or discontinued their allowances. In addition, we believe that our revenues would be adversely affected if our vendors decreased or discontinued their allowances; however, we are not able to reasonably estimate or quantify the impact of such actions by our vendors.
Loyalty Program. The PowerUp Rewards loyalty program allows enrolled members to earn points on purchaseschanges in our stores and on some of our Web sites that can be redeemed for rewards that include discounts or merchandise. Management estimates the net cost of the rewards that will be issued and redeemed and records this cost and the associated balance sheet reserve as points are accumulated by loyalty program members. The two primary estimates utilized to record the balance sheet reserve for loyalty points earned by members are the estimated redemption rate and the estimated weighted-average cost per point redeemed. Management uses historical redemption rates experienced under the loyalty program, prior experience with other customer incentives and data on other similar loyalty programs as a basis to estimate the ultimate redemption rate of points earned. A weighted-average cost per point redeemed is used to estimate future redemption costs. The weighted-average cost per point redeemed is based on our most recent actual costs incurred to fulfill points that have been redeemed by our loyalty program members and is adjusted as appropriate for recent changes in redemption costs, including the mix of rewards redeemed. We continually evaluate our reserve methodology and assumptions based on developments in redemption patterns, cost per point redeemed and other factors. Changes in the ultimate redemption rate and weighted-average cost per point redeemed have the effect of either increasing or decreasing the reserve through the current period provision by an amount estimated to cover the cost of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period.merchandise mix.
Lease Accounting. We lease retail stores, warehouse facilities, office space and equipment. These are generally leased under noncancelable agreements that expire at various dates through 2034 with various renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for minimum and, in some cases, percentage rentals, and require us to pay all insurance, taxes and other maintenance costs. Leases with step rent provisions, escalation clauses or other lease concessions are accounted for on a straight-line basis over the lease term, which includes renewal option periods when we are reasonably assured of exercising the renewal options and includes “rent holidays” (periods in which we are not obligated to pay rent). Cash or lease incentives received upon entering into certain store leases (“tenant improvement allowances”) are recognized on a straight-line basis as a reduction to rent expense over the lease term, which includes renewal option periods when we are reasonably assured of exercising the renewal options. We record the unamortized portion of tenant improvement
allowances as a part of deferred rent. We do not have leases with capital improvement funding. Percentage rentals are based on sales performance in excess of specified minimums at various stores and are accounted for in the period in which the amount of percentage rentals can be accurately estimated.
Income Taxes. We account for income taxes utilizing an asset and liability approach, and deferred taxes are determined based on the estimated future tax effect of differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates. As a result of our operations in many foreign countries, our global tax rate is derived from a combination of applicable tax rates in the various jurisdictions in which we operate. We base our estimate of an annual effective tax rate at any given point in time on a calculated mix of the tax rates applicable to our operations and to estimates of the amount of income to be derived in any given jurisdiction.
We file our tax returns based on our understanding of the appropriate tax rules and regulations. However, complexities in the tax rules and our operations, as well as positions taken publicly by the taxing authorities, may lead us to conclude that accruals for uncertain tax positions are required. In accordance with GAAP, we maintain accruals for uncertain tax positions until examination of the tax year is completed by the taxing authority, available review periods expire or additional facts and circumstances cause us to change our assessment of the appropriate accrual amount. Our liability for uncertain tax positions was $20.6 million as of February 1, 2014.
Additionally, a valuation allowance is recorded against a deferred tax asset if it is not more likely than not that the asset will be realized. Several factors are considered in evaluating the realizability of our deferred tax assets, including the remaining years available for carry forward, the tax laws for the applicable jurisdictions, the future profitability of the specific business units, and tax planning strategies. Our valuation allowance was $13.3 million as of February 1, 2014. See Note 13 to our consolidated financial statements for further information regarding income taxes.
Consolidated Results of Operations
The following table sets forth certain statement of operations items (in millions) and as a percentage of net sales, for the periods indicated:
| | | | | | | | | | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 | | Dollars | | Percent | | Dollars | | Percent | | Dollars | | Percent |
| Statement of Operations Data: | | | | | | | | | | | | | | | | | | |
| Net sales | | 100.0 | % | | 100.0 | % | | 100.0 | % | | $ | 9,363.8 |
| | 100.0 | % | | $ | 9,296.0 |
| | 100.0 | % | | $ | 9,039.5 |
| | 100.0 | % |
| Cost of sales | | 70.6 |
| | 70.2 |
| | 71.9 |
| | 6,445.5 |
| | 68.8 |
| | 6,520.1 |
| | 70.1 |
| | 6,378.4 |
| | 70.6 |
|
| Gross profit | | 29.4 |
| | 29.8 |
| | 28.1 |
| | 2,918.3 |
| | 31.2 |
| | 2,775.9 |
| | 29.9 |
| | 2,661.1 |
| | 29.4 |
|
| Selling, general and administrative expenses | | 21.0 |
| | 20.7 |
| | 19.3 |
| | 2,108.9 |
| | 22.6 |
| | 2,001.0 |
| | 21.6 |
| | 1,892.4 |
| | 21.0 |
|
| Depreciation and amortization | | 1.8 |
| | 2.0 |
| | 2.0 |
| | 156.6 |
| | 1.7 |
| | 154.4 |
| | 1.7 |
| | 166.5 |
| | 1.8 |
|
| Goodwill impairments | | 0.1 |
| | 7.0 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 10.2 |
| | 0.1 |
|
| Asset impairments and restructuring charges | | 0.2 |
| | 0.6 |
| | 0.8 |
| |
| Operating earnings (loss) | | 6.3 |
| | (0.5 | ) | | 6.0 |
| |
| Asset impairments | | | 4.6 |
| | — |
| | 2.2 |
| | — |
| | 18.5 |
| | 0.2 |
|
| Operating earnings | | | 648.2 |
| | 6.9 |
| | 618.3 |
| | 6.6 |
| | 573.5 |
| | 6.3 |
|
| Interest expense, net | | — |
| | — |
| | 0.2 |
| | 23.0 |
| | 0.2 |
| | 10.0 |
| | 0.1 |
| | 4.7 |
| | — |
|
| Earnings (loss) before income tax expense | | 6.3 |
| | (0.5 | ) | | 5.8 |
| |
| Earnings before income tax expense | | | 625.2 |
| | 6.7 |
| | 608.3 |
| | 6.5 |
| | 568.8 |
| | 6.3 |
|
| Income tax expense | | 2.4 |
| | 2.5 |
| | 2.2 |
| | 222.4 |
| | 2.4 |
| | 215.2 |
| | 2.3 |
| | 214.6 |
| | 2.4 |
|
| Net income (loss) | | 3.9 |
| | (3.0 | ) | | 3.6 |
| |
| Net loss attributable to noncontrolling interests | | — |
| | — |
| | — |
| |
| Net income (loss) attributable to GameStop Corp. | | 3.9 | % | | (3.0 | )% | | 3.6 | % | |
| Net income | | | $ | 402.8 |
| | 4.3 | % | | $ | 393.1 |
| | 4.2 | % | | $ | 354.2 |
| | 3.9 | % |
We include purchasing, receiving and distribution costs in selling, general and administrative expenses rather than in cost of sales, in the statement of operations. We include processing fees associated with purchases made by check and credit cards in cost of sales rather than selling, general and administrative expenses, in the statement of operations. As a result of these classifications, our gross margins are not comparable to those retailers that include purchasing, receiving and distribution costs in cost of sales and include processing fees associated with purchases made by check and credit cards in selling, general and administrative expenses. The net effect of these classifications as a percentage of sales has not historically been material.
Beginning with this Form 10-K, we are expanding the categories included in our disclosures on sales and gross profit by category in order to reflect recent changes in our business, the expansion of categories previously included in "Other", and management emphasis as we operate in the future. Our previous categories of New Video Game Hardware and New Video Game Software remain unchanged.
We are expanding our previous category of Pre-owned Video Game Products to include value-priced, or closeout, product and will be calling the category Pre-owned and Value Video Game Products now and in the future. We believe there is significant opportunity to purchase closeout and overstocked inventory from publishers, distributors and other retailers which is older new product that can be acquired for less than typical new release product costs. This product can then be resold in our Video Game Brands stores and on our Web sites as value-priced product. Our limited purchases of this product in the past have yielded significantly higher margins than new video game products, yet slightly lower margins than pre-owned video game products. We have intentionally limited the amount of this product we have acquired in order to protect the typical margin range of 46% to 49% we earn from our pre-owned business. In the future, we intend to expand our selection of value product and expect that the margins for the Pre-owned and Value Video Game Product category will range from 42% to 48%.
In the past, all other products we sold were categorized into an Other category, which included video game accessories, digital products, new and pre-owned mobile products, consumer electronics, revenues from our PowerUp Rewards program and Game Informer subscription sales, strategy guides, toys and PC entertainment software. We are separating our historical Other category into the following new categories:
Video Game Accessories, which includes new accessories for use with video game consoles and hand-held devices and software, such as controllers, gaming headsets and memory cards;
Digital, which includes revenues from the sale of DLC, Xbox Live, PlayStation Plus and Nintendo network points and subscription cards, other prepaid digital currencies and time cards, Kongregate, Game Informer digital subscriptions and PC digital downloads;
Mobile and Consumer Electronics, which includes revenues from selling new and pre-owned mobile devices and consumer electronics in Video Game Brands stores and all revenues from our Technology Brands stores;
Other, which includes revenues from the sales of PC entertainment software, toys, strategy guides and revenues from PowerUp Pro loyalty members receiving Game Informer magazine in physical form.
The following table sets forth net sales (in millions) and percentagepercentages of total net sales by significant product category for the periods indicated:
|
| | | | | | | | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | Net Sales | | Percent of Total | | Net Sales | | Percent of Total | | Net Sales | | Percent of Total |
| Net Sales: | | | | | | | | | | | | |
New video game hardware(1) | | $ | 1,944.7 |
| | 20.8 | % | | $ | 2,028.7 |
| | 21.8 | % | | $ | 1,730.0 |
| | 19.1 | % |
| New video game software | | 2,905.1 |
| | 31.0 |
| | 3,089.0 |
| | 33.2 |
| | 3,480.9 |
| | 38.5 |
|
| Pre-owned and value video game products | | 2,374.7 |
| | 25.4 |
| | 2,389.3 |
| | 25.7 |
| | 2,329.8 |
| | 25.8 |
|
| Video game accessories | | 703.0 |
| | 7.5 |
| | 653.6 |
| | 7.1 |
| | 560.6 |
| | 6.2 |
|
| Digital | | 188.3 |
| | 2.0 |
| | 216.3 |
| | 2.3 |
| | 217.7 |
| | 2.4 |
|
| Mobile and consumer electronics | | 652.8 |
| | 7.0 |
| | 518.8 |
| | 5.6 |
| | 303.7 |
| | 3.4 |
|
Other(2) | | 595.2 |
| | 6.3 |
| | 400.3 |
| | 4.3 |
| | 416.8 |
| | 4.6 |
|
| Total | | $ | 9,363.8 |
| | 100.0 | % | | $ | 9,296.0 |
| | 100.0 | % | | $ | 9,039.5 |
| | 100.0 | % |
| |
(1) | Includes sales of hardware bundles, in which physical hardware and digital or physical software are sold together as a single SKU. |
| |
(2) | Other products include revenues from collectibles (including sales from our newly acquired ThinkGeek operation, beginning in July 2015), the sales of PC entertainment software, interactive toys, strategy guides and revenues from PowerUp Pro loyalty members receiving Game Informer magazine in physical form. |
|
| | | | | | | | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 |
| | | Net Sales | | Percent of Total | | Net Sales | | Percent of Total | | Net Sales | | Percent of Total |
| Net Sales: | | | | | | | | | | | | |
| New video game hardware | | $ | 1,730.0 |
| | 19.1 | % | | $ | 1,333.4 |
| | 15.0 | % | | $ | 1,611.6 |
| | 16.9 | % |
| New video game software | | 3,480.9 |
| | 38.5 | % | | 3,582.4 |
| | 40.3 | % | | 4,048.2 |
| | 42.4 | % |
| Pre-owned and value video game products | | 2,329.8 |
| | 25.8 | % | | 2,430.5 |
| | 27.4 | % | | 2,620.2 |
| | 27.4 | % |
| Video game accessories | | 560.6 |
| | 6.2 | % | | 611.8 |
| | 6.9 | % | | 661.1 |
| | 6.9 | % |
| Digital | | 217.7 |
| | 2.4 | % | | 208.4 |
| | 2.3 | % | | 143.0 |
| | 1.5 | % |
| Mobile and consumer electronics | | 303.7 |
| | 3.4 | % | | 200.3 |
| | 2.3 | % | | 12.8 |
| | 0.1 | % |
| Other | | 416.8 |
| | 4.6 | % | | 519.9 |
| | 5.8 | % | | 453.6 |
| | 4.8 | % |
| Total | | $ | 9,039.5 |
| | 100.0 | % | | $ | 8,886.7 |
| | 100.0 | % | | $ | 9,550.5 |
| | 100.0 | % |
The following table sets forth gross profit (in millions) and gross profit percentages by significant product category for the periods indicated:
|
| | | | | | | | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | Gross Profit | | Gross Profit Percent | | Gross Profit | | Gross Profit Percent | | Gross Profit | | Gross Profit Percent |
| Gross Profit: | | | | | | | | | | | | |
New video game hardware(1) | | $ | 175.5 |
| | 9.0 | % | | $ | 196.6 |
| | 9.7 | % | | $ | 176.5 |
| | 10.2 | % |
| New video game software | | 689.3 |
| | 23.7 |
| | 716.9 |
| | 23.2 |
| | 805.3 |
| | 23.1 |
|
| Pre-owned and value video game products | | 1,114.5 |
| | 46.9 |
| | 1,146.3 |
| | 48.0 |
| | 1,093.9 |
| | 47.0 |
|
| Video game accessories | | 255.5 |
| | 36.3 |
| | 246.1 |
| | 37.7 |
| | 220.5 |
| | 39.3 |
|
| Digital | | 149.6 |
| | 79.4 |
| | 152.0 |
| | 70.3 |
| | 149.2 |
| | 68.5 |
|
| Mobile and consumer electronics | | 328.6 |
| | 50.3 |
| | 186.7 |
| | 36.0 |
| | 65.1 |
| | 21.4 |
|
Other(2) | | 205.3 |
| | 34.5 |
| | 131.3 |
| | 32.8 |
| | 150.6 |
| | 36.1 |
|
| Total | | $ | 2,918.3 |
| | 31.2 | % | | $ | 2,775.9 |
| | 29.9 | % | | $ | 2,661.1 |
| | 29.4 | % |
| |
(1) | Includes sales of hardware bundles, in which physical hardware and digital or physical software are sold together as a single SKU. |
| |
(2) | Other products include revenues from collectibles (including sales from our newly acquired ThinkGeek operation, beginning in July 2015), the sales of PC entertainment software, interactive toys, strategy guides and revenues from PowerUp Pro loyalty members receiving Game Informer magazine in physical form. |
|
| | | | | | | | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 |
| | | Gross Profit | | Gross Profit Percent | | Gross Profit | | Gross Profit Percent | | Gross Profit | | Gross Profit Percent |
| Gross Profit: | | | | | | | | | | | | |
| New video game hardware | | $ | 176.5 |
| | 10.2 | % | | $ | 101.7 |
| | 7.6 | % | | $ | 113.6 |
| | 7.0 | % |
| New video game software | | 805.3 |
| | 23.1 | % | | 786.3 |
| | 21.9 | % | | 839.0 |
| | 20.7 | % |
| Pre-owned and value video game products | | 1,093.9 |
| | 47.0 | % | | 1,170.1 |
| | 48.1 | % | | 1,221.2 |
| | 46.6 | % |
| Video game accessories | | 220.5 |
| | 39.3 | % | | 237.9 |
| | 38.9 | % | | 251.9 |
| | 38.1 | % |
| Digital | | 149.2 |
| | 68.5 | % | | 120.9 |
| | 58.0 | % | | 66.5 |
| | 46.5 | % |
| Mobile and consumer electronics | | 65.1 |
| | 21.4 | % | | 41.3 |
| | 20.6 | % | | 3.5 |
| | 27.3 | % |
| Other | | 150.6 |
| | 36.1 | % | | 193.3 |
| | 37.2 | % | | 183.8 |
| | 40.5 | % |
| Total | | $ | 2,661.1 |
| | 29.4 | % | | $ | 2,651.5 |
| | 29.8 | % | | $ | 2,679.5 |
| | 28.1 | % |
Fiscal 20132015 Compared to Fiscal 20122014
|
| | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | Change |
| | | Dollars in millions | | Dollars in millions | | $ | | % |
| Statement of Operations Data: | | | | | | | | |
| Net sales | | $ | 9,363.8 |
| | $ | 9,296.0 |
| | $ | 67.8 |
| | 0.7 | % |
| Cost of sales | | 6,445.5 |
| | 6,520.1 |
| | (74.6 | ) | | (1.1 | ) |
| Gross profit | | 2,918.3 |
| | 2,775.9 |
| | 142.4 |
| | 5.1 |
|
| Selling, general and administrative expenses | | 2,108.9 |
| | 2,001.0 |
| | 107.9 |
| | 5.4 |
|
| Depreciation and amortization | | 156.6 |
| | 154.4 |
| | 2.2 |
| | 1.4 |
|
| Asset impairments | | 4.6 |
| | 2.2 |
| | 2.4 |
| | 109.1 |
|
| Operating earnings | | 648.2 |
| | 618.3 |
| | 29.9 |
| | 4.8 |
|
| Interest expense, net | | 23.0 |
| | 10.0 |
| | 13.0 |
| | 130.0 |
|
| Earnings before income tax expense | | 625.2 |
| | 608.3 |
| | 16.9 |
| | 2.8 |
|
| Income tax expense | | 222.4 |
| | 215.2 |
| | 7.2 |
| | 3.3 |
|
| Net income | | $ | 402.8 |
| | $ | 393.1 |
| | $ | 9.7 |
| | 2.5 | % |
|
| | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | Change |
| | | Dollars in millions | | Dollars in millions | | $ | | % |
| Net Sales: | | | | | | | | |
New video game hardware(1) | | $ | 1,944.7 |
| | $ | 2,028.7 |
| | $ | (84.0 | ) | | (4.1 | )% |
| New video game software | | 2,905.1 |
| | 3,089.0 |
| | (183.9 | ) | | (6.0 | ) |
| Pre-owned and value video game products | | 2,374.7 |
| | 2,389.3 |
| | (14.6 | ) | | (0.6 | ) |
| Video game accessories | | 703.0 |
| | 653.6 |
| | 49.4 |
| | 7.6 |
|
| Digital | | 188.3 |
| | 216.3 |
| | (28.0 | ) | | (12.9 | ) |
| Mobile and consumer electronics | | 652.8 |
| | 518.8 |
| | 134.0 |
| | 25.8 |
|
Other(2) | | 595.2 |
| | 400.3 |
| | 194.9 |
| | 48.7 |
|
| Total | | $ | 9,363.8 |
| | $ | 9,296.0 |
| | $ | 67.8 |
| | 0.7 | % |
|
| | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | Change |
| | | Dollars in millions | | Dollars in millions | | $ | | % |
| Gross Profit: | | | | | | | | |
New video game hardware(1) | | $ | 175.5 |
| | $ | 196.6 |
| | $ | (21.1 | ) | | (10.7 | )% |
| New video game software | | 689.3 |
| | 716.9 |
| | (27.6 | ) | | (3.8 | )% |
| Pre-owned and value video game products | | 1,114.5 |
| | 1,146.3 |
| | (31.8 | ) | | (2.8 | ) |
| Video game accessories | | 255.5 |
| | 246.1 |
| | 9.4 |
| | 3.8 |
|
| Digital | | 149.6 |
| | 152.0 |
| | (2.4 | ) | | (1.6 | ) |
| Mobile and consumer electronics | | 328.6 |
| | 186.7 |
| | 141.9 |
| | 76.0 |
|
Other(2) | | 205.3 |
| | 131.3 |
| | 74.0 |
| | 56.4 |
|
| Total | | $ | 2,918.3 |
| | $ | 2,775.9 |
| | $ | 142.4 |
| | 5.1 | % |
| |
(1) | Includes sales of hardware bundles, in which physical hardware and digital or physical software are sold together as a single SKU. |
| |
(2) | Other products include revenues from collectibles (including sales from our newly acquired ThinkGeek operation, beginning in July 2015), the sales of PC entertainment software, interactive toys, strategy guides and revenues from PowerUp Pro loyalty members receiving Game Informer magazine in physical form. |
Net Sales
Net sales increased $152.8$67.8 million, or 1.7%0.7%, to $9,039.5 million in the 52 weeks of fiscal 2013 from $8,886.7 million in the 53 weeks of fiscal 2012. Sales for the 53rd week included in fiscal 2012 were $112.2 million.2015 compared to fiscal 2014. The increase in net sales during fiscal 20132015 was primarily attributable to an increase in comparable store sales of 3.8%4.3% compared to fiscal 2012. Additionally,2014, due to strong sales included $62.8 millionperformance in the current year period associated with video game accessories, interactive toys and collectibles. Overall sales growth also benefited from the newcontinued growth of our Technology Brands segment.stores and our newly acquired ThinkGeek business. These increases were partially offset by a decline in domestic salesthe impact of $185.9 million due to a 4.1% decline in domestic store count, changes in foreign exchange rates,rate fluctuations, which had the effect of decreasing net sales by $23.3$430.2 million whenfor the 52 weeks of fiscal 2015 compared to the 53 weeks of fiscal 2012, and sales from the 53rd week in fiscal 2012. The increase in comparable store sales was primarily due to strong sales performance during the second half of fiscal 2013.prior year period. Refer to the note to the Selected Financial Data table in "Item 6 — Selected Financial Data" for a discussion of the calculation of comparable store sales.
The increase in net sales was due to the following:
Sales of other product categories increased $194.9 million, or 48.7%, for fiscal 2015 as compared to fiscal 2014, primarily due to the addition of our ThinkGeek business and growth in sales of interactive toys and collectibles that we continue to expand globally.
Mobile and consumer electronics sales increased $134.0 million, or 25.8%, for fiscal 2015 as compared to fiscal 2014, due to the acquisition and opening of stores within the Technology Brands segment. Sales related to the Technology Brands segment increased $205.4 million for fiscal 2015 compared to the prior year period.
Video game accessories sales increased $49.4 million, or 7.6%, for fiscal 2015 as compared to fiscal 2014, due to sales of accessories for use with the next generation consoles.
The increases described above were partially offset by the following:
New video game software sales decreased $183.9 million, or 6.0%, for fiscal 2015 as compared to fiscal 2014, primarily due to unfavorable foreign exchange rate fluctuations, which had the effect of decreasing net sales by $157.7 million for the current year period as compared to the prior year. Excluding the effects of currency, new video game software sales decreased $26.2 million due to fewer new titles that were released in fiscal 2015 as compared to fiscal 2014 and the decline in prior generation software sales. We expect the decline in prior generation software sales to continue.
New video game hardware sales decreased $84.0 million, or 4.1%, for fiscal 2015 as compared to fiscal 2014, primarily due to the reduction in price on both the PS4 and Xbox One as well as unfavorable foreign exchange rate fluctuations, which had the effect of decreasing net sales by $99.2 million for the current year as compared to the prior year.
Digital sales decreased $28.0 million, or 12.9%, for fiscal 2015 as compared to fiscal 2014, primarily due to unfavorable foreign exchange rate fluctuations, which had the effect of decreasing net sales by $11.4 million for the current year period as compared to the prior year and a larger portion of sales recognized on a net basis compared to the prior year period.
Pre-owned and value video game product sales decreased $14.6 million, or 0.6%, for fiscal 2015 as compared to fiscal 2014, primarily due to unfavorable foreign exchange rate fluctuations, which had the effect of decreasing net sales by $94.6 million for the current year as compared to the prior year. Excluding the effects of currency, sales increased $80.0 million due to stronger sell-through of the next generation video game products related to the new console cycle.
Cost of Sales
Cost of sales decreased $74.6 million, or 1.1%, in fiscal 2015 compared to fiscal 2014, primarily as a result of the changes in gross profit discussed below.
Gross Profit
Gross profit increased $142.4 million, or 5.1%, in fiscal 2015 compared to fiscal 2014, and gross profit as a percentage of net sales was 31.2% in fiscal 2015 compared to 29.9% in fiscal 2014. The gross profit increase was primarily driven by the growth in the mobile and consumer electronics category related to our Technology Brands segment, which carries a higher margin percentage than our other segments, and increased gross profit by $137.5 million year-over-year.
The net increase in gross profit as a percentage of net sales was due to the following:
Gross profit as a percentage of sales on mobile and consumer electronics sales increased to 50.3% in fiscal 2015 from 36.0% in fiscal 2014 due to an increase in the mix of Technology Brand segment sales related to the acquisition and opening of new stores during the year. Sales in the Technology Brands segment have higher margin than other mobile and consumer electronic sales in the category.
Gross profit as a percentage of sales on other product categories increased to 34.5% in fiscal 2015 from 32.8% in fiscal 2014, due to an increase in collectibles sales including our recently acquired ThinkGeek business. Collectibles sales carry a higher gross margin percentage than the other items in this category.
Gross profit as a percentage of sales on digital sales increased to 79.4% in fiscal 2015 from 70.3% in fiscal 2014 primarily due to a larger portion of sales recognized on a net basis in fiscal 2015 compared to the prior year.
The increases described above were partially offset by the following:
Gross profit as a percentage of sales on pre-owned and value video game products decreased to 46.9% in fiscal 2015 from 48.0% in fiscal 2014. The gross profit percentage decrease was driven by a greater mix of sales of next generation video game products, which carry lower margins early in the console cycle compared to the prior generation products. As the console cycle matures, we generally expect gross margin on the sales of pre-owned next generation video game products to increase.
Gross profit as a percentage of sales on video game accessories decreased to 36.3% in fiscal 2015 from 37.7% in fiscal 2014, due to the increased mix of controllers sales, which carry lower gross margins relative to the total video game accessories category.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $107.9 million, or 5.4%, in fiscal 2015 compared to fiscal 2014. The increase was primarily due to the growth of the Technology Brands segment, which carries higher selling, general and administrative expenses as a percentage of sales than the other segments. Technology Brands contributed $129.0 million to the increase for fiscal 2015 compared to fiscal 2014. Additionally, United States Video Game Brands selling, general and administrative expenses increased $76.9 million in the current year compared to the prior year, driven mainly by costs related to the acquisition of ThinkGeek.
This increase was offset in part by the impact of foreign exchange rate fluctuations, which had the effect of decreasing selling, general and administrative expenses by $96.4 million for the 52 weeks of fiscal 2015 compared to the prior year period. Included in selling, general and administrative expenses are $29.9 million and $21.5 million in stock-based compensation expense for fiscal 2015 and fiscal 2014, respectively.
Depreciation and Amortization
Depreciation and amortization expense increased $2.2 million, or 1.4%, in fiscal 2015 compared to fiscal 2014. This increase was primarily due to the acquisition and opening of stores in our Technology Brands segment.
Interest Income and Expense
Interest expense of $23.4 million for fiscal 2015 increased $12.7 million from $10.7 million in fiscal 2014 primarily due to the $350.0 million issuance of 2019 Senior Notes in September 2014, which is discussed more fully in Note 10, "Debt," to our consolidated financial statements. Interest income of $0.4 million for fiscal 2015, resulting from the investment of excess cash balances, decreased $0.3 million from $0.7 million in fiscal 2014.
Income Tax
Income tax expense was $222.4 million, representing an effective tax rate of 35.6% in fiscal 2015, compared to $215.2 million, representing an effective tax rate of 35.4% in fiscal 2014. Refer to Note 13, "Income Taxes," to our consolidated financial statements for additional information regarding income taxes.
Operating Earnings and Net Income
The factors described above led to operating earnings of $648.2 million for fiscal 2015, or a 4.8% increase from operating earnings of $618.3 million for fiscal 2014. Additionally, net income was $402.8 million for fiscal 2015, which represented a 2.5% increase from net income of $393.1 million for fiscal 2014. The increase in operating earnings is primarily attributable to the growth in gross margin in our Video Game Brands segments.
Fiscal 2014 Compared to Fiscal 2013
|
| | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 | | Change |
| | | Dollars in millions | | Dollars in millions | | $ | | % |
| Statement of Operations Data: | | | | | | | | |
| Net sales | | $ | 9,296.0 |
| | $ | 9,039.5 |
| | $ | 256.5 |
| | 2.8 | % |
| Cost of sales | | 6,520.1 |
| | 6,378.4 |
| | 141.7 |
| | 2.2 |
|
| Gross profit | | 2,775.9 |
| | 2,661.1 |
| | 114.8 |
| | 4.3 |
|
| Selling, general and administrative expenses | | 2,001.0 |
| | 1,892.4 |
| | 108.6 |
| | 5.7 |
|
| Depreciation and amortization | | 154.4 |
| | 166.5 |
| | (12.1 | ) | | (7.3 | ) |
| Goodwill impairments | | — |
| | 10.2 |
| | (10.2 | ) | | (100.0 | ) |
| Asset impairments | | 2.2 |
| | 18.5 |
| | (16.3 | ) | | (88.1 | ) |
| Operating earnings | | 618.3 |
| | 573.5 |
| | 44.8 |
| | 7.8 |
|
| Interest expense, net | | 10.0 |
| | 4.7 |
| | 5.3 |
| | 112.8 |
|
| Earnings before income tax expense | | 608.3 |
| | 568.8 |
| | 39.5 |
| | 6.9 |
|
| Income tax expense | | 215.2 |
| | 214.6 |
| | 0.6 |
| | 0.3 |
|
| Net income | | $ | 393.1 |
| | $ | 354.2 |
| | $ | 38.9 |
| | 11.0 | % |
|
| | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 | | Change |
| | | Dollars in millions | | Dollars in millions | | $ | | % |
| Net Sales: | | | | | | | | |
New video game hardware(1) | | $ | 2,028.7 |
| | $ | 1,730.0 |
| | $ | 298.7 |
| | 17.3 | % |
| New video game software | | 3,089.0 |
| | 3,480.9 |
| | (391.9 | ) | | (11.3 | ) |
| Pre-owned and value video game products | | 2,389.3 |
| | 2,329.8 |
| | 59.5 |
| | 2.6 |
|
| Video game accessories | | 653.6 |
| | 560.6 |
| | 93.0 |
| | 16.6 |
|
| Digital | | 216.3 |
| | 217.7 |
| | (1.4 | ) | | (0.6 | ) |
| Mobile and consumer electronics | | 518.8 |
| | 303.7 |
| | 215.1 |
| | 70.8 |
|
Other(2) | | 400.3 |
| | 416.8 |
| | (16.5 | ) | | (4.0 | ) |
| Total | | $ | 9,296.0 |
| | $ | 9,039.5 |
| | $ | 256.5 |
| | 2.8 | % |
|
| | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 | | Change |
| | | Dollars in millions | | Dollars in millions | | $ | | % |
| Gross Profit: | | | | | | | | |
New video game hardware(1) | | $ | 196.6 |
| | $ | 176.5 |
| | $ | 20.1 |
| | 11.4 | % |
| New video game software | | 716.9 |
| | 805.3 |
| | (88.4 | ) | | (11.0 | ) |
| Pre-owned and value video game products | | 1,146.3 |
| | 1,093.9 |
| | 52.4 |
| | 4.8 |
|
| Video game accessories | | 246.1 |
| | 220.5 |
| | 25.6 |
| | 11.6 |
|
| Digital | | 152.0 |
| | 149.2 |
| | 2.8 |
| | 1.9 |
|
| Mobile and consumer electronics | | 186.7 |
| | 65.1 |
| | 121.6 |
| | 186.8 |
|
Other(2) | | 131.3 |
| | 150.6 |
| | (19.3 | ) | | (12.8 | ) |
| Total | | $ | 2,775.9 |
| | $ | 2,661.1 |
| | $ | 114.8 |
| | 4.3 | % |
| |
(1) | Includes sales of hardware bundles, in which hardware and digital games are generally sold together as a single SKU. |
| |
(2) | Other products include revenues from the sales of PC entertainment software, interactive toys and licensed merchandise, strategy guides and revenues from PowerUp Pro loyalty members receiving Game Informer magazine in physical form. |
Net Sales
Net sales increased $256.5 million, or 2.8%, in fiscal 2014 compared to fiscal 2013. The increase in net sales during fiscal 2014 was primarily attributable to an increase in comparable store sales of 3.4% compared to fiscal 2013, due to strong sales performance in the current year period associated with the new video game console launches and related video game accessories, as well as the continued growth of the Technology Brands segment. These increases were partially offset by the impact of foreign exchange rate fluctuations, which had the effect of decreasing net sales by $133.9 million for the 52 weeks of fiscal 2014 compared to the prior year period. Refer to the note to the Selected Financial Data table in "Item 6 - Selected Financial Data" for a discussion of the calculation of comparable store sales.
The increase in net sales was due to the following:
New video game hardware sales increased $396.6$298.7 million, or 29.7%17.3%, fromfor fiscal 20122014 compared to fiscal 2013, primarily attributable to an increase in hardware unit sell-through due to the launches of the Microsoft Xbox One and the Sony PlayStation 4 in November 2013. These increases were partially offset by declines in sales of previous generation hardware. New video game software sales decreased $101.5 million, or 2.8%, from fiscal 2012 to fiscal 2013, primarily due to fewer new titles that were released during fiscal 2013 when compared to fiscal 2012 and by the additional sales for the 53rd week in fiscal 2012.
Pre-owned and value video game product sales decreased $100.7increased $59.5 million, or 4.1%2.6%, fromfor fiscal 20122014 as compared to fiscal 2013, primarily due to less store traffic duringtrade growth and an increase in pre-owned hardware sales resulting from the majorityrelease of fiscal 2013 because of lower video game demand due toMicrosoft Xbox One and the late stages of the previous console cycle, and also due to sales for the 53rd weekSony PlayStation 4 in fiscal 2012. Sales of videoNovember 2013.
Video game accessories declined $51.2sales increased $93.0 million, or 8.4% from16.6%, for fiscal 20122014 as compared to fiscal 2013, due to the decline in demand for video game products in the late stages of the last console cycle, offset slightly by sales of accessories for use with the recently launched consoles. Digital revenues increased $9.3 million, or 4.5%, from fiscal 2012 to fiscal 2013 with growth limited due to the conversion of certain types of digital currency cards from a full retail price revenue arrangement to a commission revenue model.
Mobile and consumer electronics sales increased $103.4$215.1 million, or 51.6%70.8%, fromfor fiscal 20122014 as compared to fiscal 2013, due to increased growththe acquisitions of the mobile businessstores within the Video Game Brand stores and dueTechnology Brands segment. Sales related to the Technology Brands stores acquiredsegment increased $265.8 million for fiscal 2014 compared to the prior year period.
The increases described above were partially offset by the following:
New video game software sales decreased $391.9 million, or started11.3%, for fiscal 2014 compared to fiscal 2013, primarily due to a decline in the fourth quarterprior generation software sales and a weaker lineup of new titles released during fiscal 2014 as compared to fiscal 2013.
Sales of other product categories decreased $103.1$16.5 million, or 19.8%4.0%, fromfor fiscal 20122014 as compared to fiscal 2013, primarily due to a decrease in Game Informer physical subscriptions as a result of the shift to digital subscriptions, which are reflected in the digital product category, lower sales of strategy guides and fewer new titles of PC entertainment software due to strong launchesreleased during the current year period. These decreases were partially offset by an increase in the sale of PC titlesinteractive toys during fiscal 2012.2014 as compared to fiscal 2013.
As a percentage of net sales, there was a shift in sales mix from new video game software to new video game hardware sales increased and salesduring the majority of new video game software, pre-owned and value video game products and video game accessories decreased in fiscal 20132014 compared to fiscal 2012. The change in the mix of net sales was primarily2013 due to the launchrelease of the new hardwarenext-generation consoles in November 2013 and the fourth quarterdecline in software sales in fiscal 2014.
Cost of fiscal 2013.Sales
Cost of sales increased by $143.2$141.7 million, or 2.3%2.2%, from $6,235.2 million in fiscal 20122014 compared to $6,378.4 million in fiscal 2013, primarily as a result of the increase in net sales discussed above and the changes in gross profit discussed below, partially offset by the cost of sales associated with the 53rd week in fiscal 2012.below.
Gross Profit
Gross profit increased by $9.6$114.8 million, or 0.4%4.3%, from $2,651.5 million in fiscal 20122014 compared to $2,661.1 million in fiscal 2013. Gross2013, and gross profit as a percentage of net sales was 29.8% in29.9% for fiscal 20122014 and 29.4% infor fiscal 2013. The gross profit percentage decreasedincrease was primarily duedriven by the growth in the mobile and consumer electronics category related to anour Technology Brands segment, which increased gross profit by $151.5 million year-over-year.
The net increase in sales of new video game hardware as a percentage of total net sales and the decrease in gross profit as a percentage of net sales on pre-owned and value video game products. This decrease was partially offset by a $33.6 million benefit
related to a change in management estimates on the redemption rate in our PowerUp Rewards and other customer liability programs. In addition, we recorded an increase in gross profit due to a reclassification from selling, general and administrative expenses of cash consideration received from our vendors to align those funds with the specific products we sell, net of the cost of free or discounted products for our loyalty programs, in the amount of $42.5 million. Gross profit as a percentage of sales on new video game hardware increased from 7.6% in fiscal 2012 to 10.2% in fiscal 2013 due to the mix of next generation consoles at a higher margin rate, the reclassification of cash consideration received from vendors and increased sales of extended warranties. Gross profit as a percentage of sales on new video game software increased from 21.9% for fiscal 2012 to 23.1% for fiscal 2013 due to the reclassification of cash consideration received from vendors. following:
Gross profit as a percentage of sales on pre-owned and value video game products decreased from 48.1%increased to 48.0% in fiscal 2012 to2014 from 47.0% in fiscal 2013 due to aggressive trade offers madehigher promotional activity in the currentprior year, as well as the increase in order to provide consumers with trade currency to help make new consoles more affordable. Grossgross profit percentage that occurs as a percentage of sales onprior generation video game accessories was comparable at 38.9% in fiscal 2012 and 39.3% in fiscal 2013. platforms mature.
Gross profit as a percentage of sales on digital sales increased from 58.0%to 70.3% in fiscal 2012 to2014 from 68.5% in fiscal 2013 due to the growth of Kongregate, our platform for web and mobile gaming, as well as the conversion of certain digital revenue streams from a full retail price revenue digital currency cards intoarrangement to commission only currency cards. revenue, which has the effect of decreasing sales with no impact on gross profit.
Gross profit as a percentage of sales on mobile and consumer electronics revenues increased from 20.6%to 36.0% in fiscal 2012 to2014 from 21.4% in fiscal 2013 due to maturationthe acquisition and opening of the mobile businessnew stores within the video game stores and due to the newly acquired Technology Brands stores. segment.
The increases described above were partially offset by the following:
Gross profit as a percentage of sales on new video game hardware decreased to 9.7% in fiscal 2014 from 10.2% in fiscal 2013. The gross profit percentage decrease was driven by the mix of next generation console sales, which carry lower margins compared to the prior generation.
Gross profit as a percentage of sales on video game accessories decreased to 37.7% in fiscal 2014 from 39.3% in fiscal 2013, due to the mix of next generation accessories sales, which carry lower gross margins relative to the total video game accessories category.
Gross profit as a percentage of sales on other product sales categorycategories decreased from 37.2%to 32.8% in fiscal 2012 to2014 from 36.1% in fiscal 2013.2013, due to a decrease in Game Informer physical subscriptions as a result of the shift to digital subscriptions, which are reflected in the digital product category.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $56.5$108.6 million, or 3.1%5.7%, from $1,835.9 million in fiscal 20122014 compared to $1,892.4 million in fiscal 2013. ThisThe increase was primarily due to higher variable costs associated with the increase in comparable store sales during the second half of 2013 and the net increase in expenses associated with the change in classification of cash consideration received from vendors and the reclassificationgrowth of the cost of free or discounted products for our loyalty programs discussed above. These increases were partially offset by expenses for the 53rd week in fiscal 2012 coupled with changes in foreign exchange rates,Technology Brands segment, which had the effect of decreasing fiscal 2013carries higher selling, general and administrative expenses by $2.1 million when compared to fiscal 2012. Additionally, cost control activities during the current year associated with the decline in sales at the end of the previous console cycle helped to reduce our selling, general and administrative expenses along with lower current year store counts. Selling, general and administrative expenses as a percentage of sales increased from 20.7% in fiscal 2012 to 21.0% in fiscal 2013, primarily duethan the other segments. Technology Brands contributed $111.5 million to the classificationincrease for fiscal 2014 compared to fiscal 2013. This increase was offset in part by the impact of cash consideration received from vendorsforeign exchange rate fluctuations, which had the effect of decreasing selling, general and loyalty costs as discussed above.administrative expenses by $24.3 million for the 52 weeks of fiscal 2014 compared to the prior year period. Included in selling, general and administrative expenses are $19.4$21.5 million and $19.6$19.4 million in stock-based compensation expense for fiscal 20132014 and fiscal 2012,2013, respectively.
Depreciation and Amortization
Depreciation and amortization expense decreased $10.0$12.1 million, from $176.5 millionor 7.3%, in fiscal 20122014 compared to $166.5 million in fiscal 2013. This decrease was primarily due to a decrease in capital expenditures in recent years when compared to prior years, which included significant investments ininitiatives associated with our loyaltyVideo Game Brands segments.
Asset Impairments
During fiscal 2014, we recorded a $2.2 million impairment, comprised of $1.9 million of property and digital initiatives, as well as a decrease in new store openingsequipment impairments and investments in management information systems.
$0.3 million of intangible asset impairments. During fiscal 2013, we recorded a $28.7 million impairment, charge, comprised of a $10.2 million goodwill impairment, a $7.4 million impairment of technology assets, and an impairment of $2.1 million of intangible assets as a result of our decision to abandon Spawn Labs. Additionally, we recognizedLabs and an impairment of $9.0 million of property and equipment impairments during fiscal 2013. During fiscal 2012, we recorded a $680.7 million impairment charge, comprised of $627.0 million of goodwill impairments, $44.9 million of trade name impairment and $8.8 million of property and equipment impairments.equipment. Refer to Note 2, "Asset Impairments," and Note 9, "Goodwill and Intangible Assets," to the consolidated financial statements in this Form 10-K for further information associated with these impairments.
Interest Income and Expense
Interest income of $0.7 million for fiscal 2014, resulting from the investment of excess cash balances, wasdecreased $0.2 million from $0.9 million for both fiscal 2012 andin fiscal 2013. Interest expense of $10.7 million for fiscal 2014 increased from $4.2$5.1 million in fiscal 2012 tofrom $5.6 million in fiscal 2013 primarily due to increased averagehigher borrowings, under our revolving credit facility duringincluding the year and interest expense incurred on pre-acquisition indebtedness of one$350.0 million issuance of the businesses acquired, prior2019 Senior Notes in September 2014, which is discussed more fully in Note 10, "Debt," to paying off the debt during fiscal 2013.our consolidated financial statements.
Income Tax
Income tax expense was $224.9$215.2 million, on a $44.9 million loss before incomerepresenting an effective tax expenserate of 35.4% in fiscal 2012,2014, compared to $214.6 million, orrepresenting an effective tax rate of 37.7% in fiscal 2013. The difference in the effective income tax rate between fiscal 20132014 and fiscal 20122013 was primarily due to the recognition of the goodwill impairment chargetax benefits related to losses in subsidiary investments in fiscal 20122014 for which is not tax deductible andno benefit had previously been recorded. These benefits were partially offset by the recording of valuation allowances against (1) certain deferred tax assets in the European segment and (2) credits in fiscal 2012.the United States segment. Without the effect of the goodwill impairmentstax loss benefits and the recording of the valuation allowances,allowance, the effective income tax rate in fiscal 20122014 would have been 36.6%36.7%. Refer to Note 13, "Income Taxes," to our consolidated financial statements for additional information regarding income taxes.
Operating Earnings and Net Income
The factors described above led to an increase in operating earnings of $615.1$618.3 million for fiscal 2014, or a 7.8% increase from an operating loss of $41.6 million during fiscal 2012 to operating incomeearnings of $573.5 million infor fiscal 2013 and2013. Additionally, net income was $393.1 million for fiscal 2014, which represented an 11.0% increase in consolidatedfrom net income of $624.0 million from a $269.8 million net loss in fiscal 2012 to $354.2 million of consolidated net income infor fiscal 2013. The increase in operating earnings is primarily attributable to goodwill and asset impairments recognizedthe growth of our Technology Brands segment, which contributed operating earnings growth of $33.1 million in fiscal 2012. Excluding the impact of the goodwill and other impairment charges of $28.7 million, operating earnings would have been $602.2 million for2014 compared to fiscal 2013. Excluding the
impact of goodwill and other impairment charges of $680.7 million, operatingOperating earnings would have been $639.1 million for fiscal 2012.
Fiscal 2012 Compared to Fiscal 2011
Net sales decreased $663.8 million, or 7.0%, to $8,886.7 million in the 53 weeks of fiscal 2012 compared to $9,550.5 million in the 52 weeks of fiscal 2011. Sales for the 53rd week included in fiscal 2012 were $112.2 million. The decrease in net sales was primarily attributable to a decrease in comparable store sales of 8.0% and changes in foreign exchange rates, which had the effect of decreasing sales by $90.7 million when compared to the 52 weeks of fiscal 2011, offset partially by sales from the 53rd week in fiscal 2012. The decrease in comparable store sales was primarilyVideo Game Brands segments increased due to decreases in new video game hardware sales, new video game software sales, pre-owned and value video game products sales and video game accessories sales offset partially by an increase in digital, mobile and consumer electronics sales.
New video game hardware sales decreased $278.2 million, or 17.3%, from fiscal 2011 to fiscal 2012, primarily due to a decrease in hardware unit sell-through related to being in the late stages of the previous console cycle and sales from the launch of the Nintendo 3DS in the first quarter of fiscal 2011,new consoles, which exceeded the sales from the launch of the Sony PlayStation Vita in the first quarter of fiscal 2012. These sales declines were offset partially by the launch of the Nintendo Wii U in the fourth quarter of fiscal 2012 and sales for the 53rd week in fiscal 2012. New video game software sales decreased $465.8 million, or 11.5%, from fiscal 2011 to fiscal 2012, primarily due to a lack of new release video game titles in fiscal 2012 when compared to fiscal 2011 and declines in sales due to the late stages of the console cycle, offset partially by sales for the 53rd week in fiscal 2012. Pre-owned and value video game products sales decreased $189.7 million, or 7.2%, from fiscal 2011 to fiscal 2012, primarily due to a decrease in store traffic related to the lack of new release video game titles in fiscal 2012 when compared to fiscal 2011 and lower video game demand due to the late stages of the previous console cycle, offset partially by sales for the 53rd week in fiscal 2012. Video game accessories’ sales followed the same trends as other video game products given the late stages of the previous console cycle, with a decline of $49.3 million, or 7.5% from fiscal 2011 to fiscal 2012. Sales of digital products increased $65.4 million, or 45.7%, due to strong growth of DLC and digital currency sales. Our mobile and consumer electronics business grew $187.5 million from its inception in late fiscal 2011 to a full year of sales in fiscal 2012. Sales of other product categories increased $66.3 million, or 14.6%, from fiscal 2011 to fiscal 2012 due to an increase in sales of PC entertainment software and toys in fiscal 2012 when compared to fiscal 2011 and sales for the 53rd week in fiscal 2012.
As a percentage of net sales, new video game hardware sales and new video game software sales decreased and several other product sales increased in fiscal 2012 compared to fiscal 2011. The change in the mix of net sales was primarily due to the increase in digital and mobile and consumer electronics sales as a result of the expansion of both the digital and mobile sales categories and in PC entertainment software and toys in the other product sales. These categories showed significanthas driven year-over-year growth in fiscal 2012 while sales ofour new video game hardware and new video game software decreased due to fewer new software title launches compared to the same period last year and lower sales due to the late stages of the console cycle. Cost of sales decreased by $635.8 million, or 9.3%, from $6,871.0 millionaccessories, as well as continued growth in fiscal 2011 to $6,235.2 million in fiscal 2012 primarily as a result of the decrease in net sales, offset partially by cost of sales related to sales for the 53rd week in fiscal 2012 and the changes in gross profit discussed below.
Gross profit decreased by $28.0 million, or 1.0%, from $2,679.5 million in fiscal 2011 to $2,651.5 million in fiscal 2012. Gross profit as a percentage of net sales was 28.1% in fiscal 2011 and 29.8% in fiscal 2012. The gross profit percentage increase was primarily due to the increase in sales of digital, mobile and consumer electronics and other products as a percentage of total net sales and the increase in gross profit as a percentage of sales on new video game hardware and software sales andour pre-owned and value video game products sales. Gross profit as a percentage of sales on new video game hardware increased slightly from 7.0% in fiscal 2011 to 7.6% in fiscal 2012. Gross profit as a percentage of sales on new video game software increased from 20.7% for fiscal 2011 to 21.9% for fiscal 2012. Gross profit as a percentage of sales on pre-owned and value video game products increased from 46.6% in fiscal 2011 to 48.1% in fiscal 2012 due to a decrease in promotional activities and improvements in margin rates throughout most of our international operations when compared to the prior year. Gross profit as a percentage of sales on video game accessories increased from 38.1% in fiscal 2011 to 38.9% in fiscal 2012. Gross profit as a percentage of sales on digital revenues increased from 46.5% in fiscal 2011 to 58.0% in fiscal 2012 due to growth in the sales of DLC as a percentage of total digital sales and conversion of full retail revenue digital currency cards into commission only currency cards. Gross profit as a percentage of sales on mobile and consumer electronics sales decreased from 27.3% in fiscal 2011 to 20.6% in fiscal 2012. Gross profit as a percentage of sales on the other product sales category decreased from 40.5% in fiscal 2011 to 37.2% in fiscal 2012.category.
Selling, general and administrative expenses decreased by $6.2 million, or 0.3%, from $1,842.1 million in fiscal 2011 to $1,835.9 million in fiscal 2012. This decrease was primarily due to changes in foreign exchange rates which had the effect of decreasing expenses by $26.7 million when compared to fiscal 2011 offset partially by expenses for the 53rd week in fiscal 2012. Selling, general and administrative expenses as a percentage of sales increased from 19.3% in the fiscal 2011 to 20.7% in fiscal 2012. The increase in selling, general and administrative expenses as a percentage of net sales was primarily due to deleveraging
of fixed costs as a result of the decrease in comparable store sales. Included in selling, general and administrative expenses are $19.6 million and $18.8 million in stock-based compensation expense for fiscal 2012 and fiscal 2011, respectively.
Depreciation and amortization expense decreased $9.8 million from $186.3 million in fiscal 2011 to $176.5 million in fiscal 2012. This decrease was primarily due to the capital expenditures in recent years when compared to prior years, which included significant investments in our loyalty and digital initiatives, as well as a decrease in new store openings and investments in management information systems.
During fiscal 2012, we recorded a $680.7 million impairment charge, comprised of $627.0 million of goodwill impairments, $44.9 million of trade name impairment and $8.8 million of property and equipment impairments. During fiscal 2011, we recorded asset impairments and restructuring charges of $81.2 million. These charges were primarily due to impairment of our Micromania trade name in France and impairment and disposal costs related to the exit of non-core businesses, including a small retail movie chain of stores we owned until fiscal 2011. Restructuring costs include disposal and exit costs related to the exit of underperforming regions in Europe and consolidation of home office and back office functions, as well as impairment and store closure costs primarily in the international segments. See Note 9 to our consolidated financial statements for further information associated with these impairments.
Interest income resulting from the investment of excess cash balances was $0.9 million in both fiscal 2011 and fiscal 2012. Interest expense decreased from $20.7 million in fiscal 2011 to $4.2 million in fiscal 2012, primarily due to the redemption of the remaining $250.0 million of our senior notes during fiscal 2011. Debt extinguishment expense of $1.0 million was recognized in fiscal 2011 as a result of the write-off of deferred financing fees and unamortized original issue discount associated with the redemption.
Income tax expense was $210.6 million, or 38.4% of earnings before income tax expense, in fiscal 2011 compared to $224.9 million in fiscal 2012. The difference in the effective income tax rate between fiscal 2012 and fiscal 2011 was primarily due to the recognition of the goodwill impairment charge in fiscal 2012 which was not tax deductible and the recording of valuation allowances against certain deferred tax assets in the European segment in fiscal 2012. Without the effect of the goodwill impairments and the recording of the valuation allowances, the effective income tax rate in fiscal 2012 would have been 36.6%. See Note 13 to our consolidated financial statements for additional information regarding income taxes.
The factors described above led to a decrease in operating earnings of $611.5 million from $569.9 million of operating earnings in fiscal 2011 to $41.6 million of operating loss in fiscal 2012 and a decrease in consolidated net income of $608.3 million from $338.5 million of consolidated net income in fiscal 2011 to $269.8 million of consolidated net loss in fiscal 2012. The decrease in operating earnings and consolidated net income is primarily attributable to goodwill impairments recognized in fiscal 2012 offset partially by the decrease in asset impairments and restructuring charges when compared to the prior year. Excluding the impact of the goodwill and other impairment charges of $680.7 million, operating earnings would have been $639.1 million and consolidated net income would have been $403.0 million for fiscal 2012. Excluding the impact of asset impairments and restructuring charges of $81.2 million, operating earnings would have been $651.1 million and consolidated net income would have been $405.1 million for fiscal 2011.
The $0.1 million net loss attributable to noncontrolling interests for fiscal 2012 represents the portion of the minority interest stockholders’ net loss of our non-wholly owned subsidiaries included in our consolidated net income. The remaining noncontrolling interests were purchased during the second quarter of fiscal 2012.
Segment Performance
We operate our business in the following operating segments, which are also our reportable segments: Video Game Brands, which consists of four segments in the United States, Canada, Australia and Europe, and Technology Brands. We identified these segments based on a combination of geographic areas, the methods with which we analyze performance, the way in which our sales and profits are derived and how we divide management responsibility. Our sales and profits are driven through our physical stores which are highly integrated with our e-commerce, digital and mobile businesses. Due to this integration, our physical stores are the basis for our segment reporting. Each of the Video Game Brands segments consists primarily of retail operations, with all stores engaged in the sale of new and pre-owned video game systems, software and accessories (which we refer to as video game products), new and pre-owned mobile devices and related accessories. These products are substantially the same regardless of geographic location, with the primary differences in merchandise carried being the timing of the release of new products or technologies in the various segments. Stores in all Video Game Brands segments are similar in size at an average of approximately 1,400 square feet. The Technology Brands segment offers wireless services, devices and related accessories and sells Apple products.
With our presence in international markets, we have operations in several foreign currencies, including the Euro, Australian dollar, New Zealand dollar, Canadian dollar, British pound, Swiss franc, Danish kroner, Swedish krona, and the Norwegian kroner.
Net sales by reportable segment in U.S. dollars were as follows (in millions):
|
| | | | | | | | | | | | |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 |
| Video Game Brands: | | | | | | |
| United States | | $ | 6,160.4 |
| | $ | 6,192.4 |
| | $ | 6,637.0 |
|
| Canada | | 468.8 |
| | 478.4 |
| | 498.4 |
|
| Australia | | 613.7 |
| | 607.3 |
| | 604.7 |
|
| Europe | | 1,733.8 |
| | 1,608.6 |
| | 1,810.4 |
|
| Technology Brands | | 62.8 |
| | — |
| | — |
|
| Total | | $ | 9,039.5 |
| | $ | 8,886.7 |
| | $ | 9,550.5 |
|
Operating earnings (loss) by operating segment, defined as income (loss) from operations before intercompany royalty fees, net interest expense and income taxes, and net sales by reportable unit in U.S. dollars were as follows (in millions):
|
| | | | | | | | | | | | |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 |
| Video Game Brands: | | | | | | |
| United States | | $ | 465.3 |
| | $ | 501.9 |
| | $ | 501.9 |
|
| Canada | | 26.6 |
| | (74.4 | ) | | 12.4 |
|
| Australia | | 37.5 |
| | (71.6 | ) | | 35.4 |
|
| Europe | | 44.3 |
| | (397.5 | ) | | 20.2 |
|
| Technology Brands | | (0.2 | ) | | — |
| | — |
|
| Total | | $ | 573.5 |
| | $ | (41.6 | ) | | $ | 569.9 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Fiscal Year Ended January 30, 2016 | | United States | | Canada | | Australia | | Europe | | Technology Brands | | Consolidated |
| Net sales | | $ | 6,435.1 |
| | $ | 446.6 |
| | $ | 591.4 |
| | $ | 1,356.7 |
| | $ | 534.0 |
| | $ | 9,363.8 |
|
| Segment operating earnings | | $ | 504.3 |
| | $ | 29.4 |
| | $ | 38.7 |
| | $ | 48.8 |
| | $ | 27.0 |
| | $ | 648.2 |
|
| Segment Operating data: | | | | | | | | | | | | |
| Store count | | 4,013 |
| | 325 |
| | 444 |
| | 1,299 |
| | 1,036 |
| | 7,117 |
|
Comparable store sales(1) | | 4.8 | % | | 9.8 | % | | 7.5 | % | | (0.8 | )% | | n/a |
| | 4.3 | % |
Goodwill impairments, asset impairments and restructuring charges reported in operating earnings by operating segment, in U.S. dollars were as follows (in millions):
|
| | | | | | | | | | | | |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 |
| Video Game Brands: | | | | | | |
| United States | | $ | 24.0 |
| | $ | 5.7 |
| | $ | 28.9 |
|
| Canada | | — |
| | 100.7 |
| | 1.3 |
|
| Australia | | — |
| | 107.3 |
| | 0.6 |
|
| Europe | | 4.7 |
| | 467.0 |
| | 50.4 |
|
| Technology Brands | | — |
| | — |
| | — |
|
| Total | | $ | 28.7 |
| | $ | 680.7 |
| | $ | 81.2 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Fiscal Year Ended January 31, 2015 | | United States | | Canada | | Australia | | Europe | | Technology Brands | | Consolidated |
| Net sales | | $ | 6,193.5 |
| | $ | 476.4 |
| | $ | 644.7 |
| | $ | 1,652.8 |
| | $ | 328.6 |
| | $ | 9,296.0 |
|
| Segment operating earnings | | $ | 483.2 |
| | $ | 28.3 |
| | $ | 38.0 |
| | $ | 35.9 |
| | $ | 32.9 |
| | $ | 618.3 |
|
| Segment Operating data: | | | | | | | | | | | | |
| Store count | | 4,138 |
| | 331 |
| | 421 |
| | 1,316 |
| | 484 |
| | 6,690 |
|
Comparable store sales(1) | | 2.5 | % | | 9.3 | % | | 10.6 | % | | 2.3 | % | | n/a |
| | 3.4 | % |
Total assets by operating segment in U.S. dollars were as follows (in millions):
|
| | | | | | | | | | | | |
| | | February 1,
2014 | | February 2,
2013 | | January 28,
2012 |
| Video Game Brands: | | | | | | |
| United States | | $ | 2,320.7 |
| | $ | 2,404.0 |
| | $ | 2,479.0 |
|
| Canada | | 228.7 |
| | 252.2 |
| | 350.8 |
|
| Australia | | 389.2 |
| | 416.6 |
| | 513.3 |
|
| Europe | | 972.2 |
| | 799.4 |
| | 1,265.1 |
|
| Technology Brands | | 180.6 |
| | — |
| | — |
|
| Total | | $ | 4,091.4 |
| | $ | 3,872.2 |
| | $ | 4,608.2 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Fiscal Year Ended February 1, 2014 | | United States | | Canada | | Australia | | Europe | | Technology Brands | | Consolidated |
| Net sales | | $ | 6,160.4 |
| | $ | 468.8 |
| | $ | 613.7 |
| | $ | 1,733.8 |
| | $ | 62.8 |
| | $ | 9,039.5 |
|
| Segment operating earnings (loss) | | $ | 465.3 |
| | $ | 26.6 |
| | $ | 37.5 |
| | $ | 44.3 |
| | $ | (0.2 | ) | | $ | 573.5 |
|
| Segment Operating data: | | | | | | | | | | | | |
| Store count | | 4,249 |
| | 335 |
| | 418 |
| | 1,455 |
| | 218 |
| | 6,675 |
|
Comparable store sales(1) | | 3.0 | % | | 5.7 | % | | 12.6 | % | | 3.2 | % | | n/a |
| | 3.8 | % |
___________________
| |
(1) | Our Technology Brands stores are excluded from the calculation of comparable store sales. Refer to the note to the Selected Financial Data table in "Item 6 — Selected Financial Data" for a discussion of the calculation of comparable store sales. |
Fiscal 20132015 Compared to Fiscal 20122014
Video Game Brands
United States
Segment results for Video Game Brands in the United States include retail GameStop operations in 50 states, the District of Columbia, Puerto Rico and Guam, the electronic commerce Web sitewebsites www.gamestop.com and www.thinkgeek.com, Game Informer magazine
www.kongregate.com, a digital PC game distribution and Kongregate, our leading platform available at www.gamestop.com/pcgamesfor web and an online consumer electronics marketplace available at www.buymytronics.com. As of February 1, 2014, the United States Video Game Brands segment included 4,249 GameStop stores, compared to 4,425 stores on February 2, 2013.
Although netmobile gaming. Net sales for fiscal 2013 decreased 0.5%2015 increased $241.6 million, or 3.9%, compared to fiscal 2012,2014, primarily due to the increase in comparable store sales increased 3.0%of 4.8%. The decrease in net sales was primarily due to a $185.9 million decline in sales due to a 4.1% decrease in domestic store count and sales for the 53rd week in fiscal 2012. TheThis increase in comparable store sales was primarily due to strong performancedriven by the increase in sales of newcollectibles, video game consoleaccessories, pre-owned and title releases duringvalue video game products and next generation hardware sales in the second half ofcurrent year period as compared to the year, which more than offset the declines that had been experienced during the first half of fiscal 2013.
Asset impairments of $24.0 million were recognized in fiscal 2013 primarily related to our decision to abandon our Spawn Labs business. Asset impairments of $5.7 million were recognized in fiscal 2012 primarily related to impairment of finite-lived assets. Segment operating incomeprior year. Operating earnings for fiscal 2013 was $465.32015 increased $21.1 million, or 4.4%, compared to $501.9 millionfiscal 2014, driven primarily by the current year increase in fiscal 2012. Excludingnet sales, increased margins from our collectibles business and our ability to effectively leverage the impact of asset impairments, segment operating income decreased $18.3 million from $507.6 millionincrease in fiscal 2012 to $489.3 million in fiscal 2013 primarily relatednet sales relative to the impact of a decline in sales prior to the launch of the next generation consolesselling, general and the impact of lower margin console sales as a percentage of total sales, as well as the impact of the operating earnings in the 53rd week in fiscal 2012.administrative expenses.
Canada
Segment results for Canada include retail operations in Canada and an e-commerce site. As of February 1, 2014, the Canadian segment had 335 stores compared to 336 stores as of February 2, 2013. Net sales in the Canadian segment in the 52 weeks ended February 1, 2014 decreased 2.0% compared to the 53 weeks ended February 2, 2013. The decrease in net sales was primarily attributable to unfavorable changes in exchange rates of $22.3 million for fiscal 2013 and additional sales in the 53rd week of fiscal 2012 when2015 decreased $29.8 million, or 6.3%, compared to fiscal 2013, partially offset by an increase in sales at existing stores of 5.7%. The increase in net sales at existing stores was2014, primarily due to the launchimpact of foreign exchange rate fluctuations, which had the effect of decreasing net sales by $74.6 million in fiscal 2015 compared to the prior year period. Comparable store sales for fiscal 2015 increased 9.8%, driven by strong sales of next generation consoles.
The segment operating profithardware and software as well as collectibles. Operating earnings for fiscal 2013 was $26.62015 increased $1.1 million, or 3.9%, compared to an operating loss of $74.4 million for fiscal 2012. The increase in operating earnings was primarily2014, due to the goodwill and asset impairment charges of $100.7 million recognized during fiscal 2012. Excludingincrease in comparable store sales, partially offset by the impact of foreign exchange rate fluctuations which had the goodwill and asset impairment charges, adjusted segmenteffect of decreasing operating earnings were $26.3 million in fiscal 2012. The increase in adjusted segment operating earnings was due to a decrease in selling, general and administrative expenses as a resultby $5.3 million.
Australia
Segment results for Australia include retail operations and e-commerce sites in Australia and New Zealand. As of February 1, 2014,Net sales in the Australian segment included 418 stores,for fiscal 2015 decreased $53.3 million, or 8.3%, compared to 416 stores as of February 2, 2013. Net sales for the 52 weeks ended February 1,fiscal 2014, increased 1.1% compared to the 53 weeks ended February 2, 2013. The increase in net sales was primarily due to a 12.6% increase in comparable store sales, partially offset by a $58.1 million reduction in sales associated with exchange rates and the additional sales in the 53rd week of fiscal 2012. The increase in sales at existing stores was due to new video game console and title releases.
The segment operating profit for fiscal 2013 was $37.5 million compared to an operating loss of $71.6 million for fiscal 2012. The increase in operating earnings was primarily due to the goodwillimpact of foreign exchange rate fluctuations, which had the effect of decreasing net sales by $117.3 million for fiscal 2015 compared to the prior year period. Comparable store sales for fiscal 2015 increased 7.5%, driven by strong sales of next generation hardware, pre-owned products, video game accessories and asset impairment charges of $107.3collectibles. Operating earnings for fiscal 2015 increased $0.7 million recognized duringcompared to fiscal 2012, partially offset by a $4.8 million unfavorable change in the exchange rate.2014. Excluding the impact of the goodwill and asset impairment charges in 2012, segmentforeign exchange rate fluctuations, operating earnings increased $1.8$7.3 million in fiscal 2013, when comparedprimarily due to $35.7 million in fiscal 2012.the comparable store sales increase.
Europe
Segment results for Europe include retail operations in 1110 European countries and e-commerce operations in sixfive countries. As of February 1, 2014,Net sales in the European segment operated 1,455 stores,for fiscal 2015 decreased $296.1 million, or 17.9%, compared to 1,425 stores as of February 2, 2013. For the 52 weeks ended February 1,fiscal 2014, European net sales increased 7.8% compared to the 53 weeks ended February 2, 2013. This increase in net sales was partiallyprimarily due to the favorable impact of changes inforeign exchange rates in fiscal 2013,rate fluctuations, which had the effect of increasingdecreasing net sales by $57.0$238.3 million whenfor fiscal 2015 compared to the prior year period, and a decrease in comparable store sales of 0.8%. Additionally, the exit of our Spain operations contributed to a $34.8 million decrease in net sales year-over-year. Operating earnings for fiscal 2015 increased $12.9 million, or 35.9%, compared to fiscal 2012. Excluding2014, driven primarily by the impact of changes in exchange rates, sales in the European segment increased 4.2%. The increase in sales was primarily due to an increase in sales at existing stores of 3.2%, offset by additional sales in the 53rd week of fiscal 2012 when compared to fiscal 2013. The increase in net sales at existing stores was primarily due to new video game console and title launches.
The segment operating profit was $44.3 million for fiscal 2013 compared to an operatingpre-tax loss of $397.5 million for fiscal 2012. The increase in operating earnings was primarily due to asset impairment charges of $4.7 million recognized during fiscal 2013 compared to charges totaling $467.0 million for goodwill and asset impairments and restructuring charges during fiscal 2012. Excluding the impact of the goodwill and asset impairment and restructuring charges, segment operating earnings were $49.0$14.8 million in fiscal 2013 compared2014 related to $69.5the exit of our Spain operations. Foreign exchange rate fluctuations also had the effect of decreasing operating earnings by $3.9 million in fiscal 2012. The decrease in adjusted operating earnings during fiscal 2013 included the impact of a decline in sales prior to the launch of the next generation consoles and the impact of low margin consoles as a percentage of total sales, as well as the impact of the operating earnings in the 53rd week in fiscal 2012, partially offset by a $3.1 million favorable impact of the exchange rate.current year period.
Technology Brands
Segment resultsResults for the Technology Brands segment include our Spring Mobile managed AT&T and Cricket branded stores and our Simply Mac Spring Mobilebusiness. Net sales for fiscal 2015 increased $205.4 million, or 62.5%, compared to fiscal 2014 primarily due to our continued acquisition activity and Aio Wireless stores. As of February 1, 2014, thegrowth in our Technology Brands segment operated 218 stores, all of which were acquired or opened during fiscal 2013. Forstore count. Operating earnings for the 52 weeks ended February 1, 2014, Technology Brands net sales totaled $62.8January 30, 2016 decreased $5.9 million, with an operating lossor 17.9%, compared to the prior year period, primarily due to store openings and conversions taking longer than anticipated to open as well as our expansion and related investments in selling, general and administrative expenses to prepare for the growth of $0.2 million that included startup costs for newadditional stores.
Fiscal 20122014 Compared to Fiscal 20112013
Video Game Brands
United States
Segment results for Video Game Brands in the United States Video Game Brands segment include retail GameStop operations in 50 states, the District of Columbia, Puerto Rico and Guam, the electronic commerce Web site website www.gamestop.com,, Game Informer magazine www.kongregate.com, a digital PC game distributionand Kongregate, our leading platform available at www.gamestop.com/pcgamesfor web and an online consumer electronics marketplace available at www.buymytronics.com. As of February 2, 2013, the United States Video Game Brands segment included 4,425 GameStop stores, compared to 4,503 stores on January 28, 2012.
mobile gaming. Net sales for fiscal 2012 decreased 6.7%2014 increased $33.1 million, or 0.5%, compared to fiscal 2011 and2013, primarily due to the increase in comparable store sales decreased 8.7%of 2.5%. The decreaseThis increase in comparable store sales was primarily due to decreases in new video game hardware sales, new video game software sales, pre-owned and value video game products sales, and video game accessories sales offset partially by an increase in digital, mobile and consumer electronics and other product sales and sales for the 53rd week in fiscal 2012. The decrease in new video game hardware sales was primarily due to a decrease in hardware unit sell-through related to being in the late stages of the console cycle and sales from the launch of the Nintendo 3DS in the first quarter of fiscal 2011 which exceeded the sales from the launch of the Sony PlayStation Vita in the first quarter of fiscal 2012, offset partiallydriven by the launch of the Nintendo Wii Unew consoles in the fourth quarter ofNovember 2013. Operating earnings for fiscal 2012 and sales for the 53rd week in fiscal 2012. The decrease in new video game software sales was primarily due to declines in demand due to the late stages of the console cycle and a lack of new release video game titles in fiscal 2012 when2014 increased $17.9 million, or 3.8%, compared to fiscal 2011, offset partially2013, driven primarily by the current year increase in net sales forand our ability to effectively leverage the 53rd weekincrease in fiscal 2012. The decrease in pre-owned and value video game productnet sales was primarily due to a decrease in store traffic relatedrelative to the lack of new release video game titles in fiscal 2012 when compared to fiscal 2011selling, general and the late stages of the console cycle, offset partially by sales for the 53administrative expenses.rd week in fiscal 2012. The increase in digital, mobile and consumer electronics and other product sales was primarily due to an increase in sales of digital products, PC entertainment software and mobile devices in fiscal 2012 when compared to fiscal 2011 and sales for the 53rd week in fiscal 2012.
Asset impairments of $5.7 million were recognized in fiscal 2012 primarily related to impairment of definite-lived assets. Asset impairments and restructuring charges of $28.9 million were recognized in fiscal 2011 primarily related to asset impairments, severance and disposal costs associated with the exit of non-core businesses. Segment operating income for both fiscal 2012 and fiscal 2011 was $501.9 million. Excluding the impact of asset impairments and restructuring charges, adjusted segment operating income decreased $23.2 million from $530.8 million in fiscal 2011 to $507.6 million in fiscal 2012 primarily related to the decrease in comparable store sales between years.
Canada
Segment results for Canada include retail operations in Canada and an e-commerce site. As of February 2, 2013, the Canadian segment had 336 stores compared to 346 stores as of January 28, 2012. Net sales in the Canadian segment in the 53 weeks ended February 2, 2013 decreased 4.0%for fiscal 2014 increased $7.6 million, or 1.6%, compared to fiscal 2013, primarily due to the 52 weeks ended January 28, 2012.increase in comparable store sales of 9.3%. This increase in comparable store sales was driven by the launch of the new consoles in November 2013, as well as an increase in pre-owned sales. The decreaseincrease in net sales was primarily attributable to a decreaseoffset in sales at existing stores of 4.6%, partially offsetpart by the favorable impact of changesforeign exchange rate fluctuations, which had the effect of decreasing net sales by $35.7 million in exchange rates of $1.6fiscal 2014 compared to the prior year period. Operating earnings for fiscal 2014 increased $1.7 million, and additional sales in the 53rd week of fiscal 2012 whenor 6.4%, compared to fiscal 2011. The decrease2013, driven primarily by the current year increase in net sales at existing stores was primarily due to decreases in new video game hardware sales, new video game software sales and pre-owned and value video game product sales, offset partially by an increase in digital, mobile and consumer electronics and other product sales. The decrease in new video game hardware sales was primarily due to a decrease in hardware unit sell-through related to being in the late stages of the console cycle. The decrease in new video game software sales was primarily due to lower sales of new release video game titles and the late stages of the console cycle. The decrease in pre-owned and value video game product
sales was due primarily to a decrease in store traffic related to lower sales of new release video game titles and the late stages of the current console cycle. The increase in digital, mobile and consumer electronics and other product sales was primarily due to an increase in digital products and PC entertainment software sales and sales of mobile devices.
The segment operating loss for fiscal 2012 was $74.4 million compared to operating earnings of $12.4 million for fiscal 2011. The decrease in operating earnings was primarily due to the goodwill and asset impairment charges of $100.7 million recognized during fiscal 2012 compared to $1.3 million in fiscal 2011. Excluding the impact of the goodwill and asset impairment charges, adjusted segment operating earnings were $26.3 million in fiscal 2012, compared to $13.7 million in fiscal 2011. The increase in adjusted segment operating earnings was due to an increase in gross profit dollars as a result of the shift in sales mix from hardware to higher margin categories and an increase in gross profit percent in pre-owned and value video games products. The increase in adjusted segment operating earnings was also due to a decrease in selling, general and administrative expenses as a result of lower sales and lower store count when compared to fiscal 2011.
Australia
Segment results for Australia include retail operations and e-commerce sites in Australia and New Zealand. As of February 2, 2013,Net sales in the Australian segment included 416 stores,for fiscal 2014 increased $31.0 million, or 5.1%, compared to 411 stores as of January 28, 2012. Net sales for the 53 weeks ended February 2,fiscal 2013, increased 0.4% comparedprimarily due to the 52 weeks ended January 28, 2012.increase in comparable store sales of 10.6%. This increase in comparable store sales was driven by the launch of the new consoles in November 2013, as well as an increase in pre-owned sales. The increase in net sales was primarily due to the additional salesoffset in the 53rd week of fiscal 2012 andpart by the impact of five new stores opened after January 28, 2012, offsetforeign exchange rate fluctuations, which had the effect of decreasing net sales by a decrease in sales at existing stores$39.3 million for the 52 weeks of 2.4%. The decrease in sales at existing stores was duefiscal 2014 compared to a decrease in new video game hardware sales, new video game software sales and pre-owned and value video game product sales, offset by an increase in digital, mobile and consumer electronics and other product sales. The decrease in new video game hardware sales is primarily due to a decrease in hardware unit sell-through related to being in the late stages of the current console cycle. The decrease in new video game software sales is primarily due to lower sales of new release video game titles and the late stages of the current console cycle. The decrease in pre-owned and value video game product sales is due primarily to a decrease in store traffic related to lower sales of new release video game titles and the late stages of the current console cycle. The increase in digital, mobile and consumer electronics and other product sales was primarily due to an increase in digital products and PC entertainment software sales and sales of mobile devices.
The segment operating lossprior year period. Operating earnings for fiscal 2012 was $71.6 million2014 were relatively flat compared to operating earnings of $35.4 million for fiscal 2011. The decrease in operating earnings was primarily due to the goodwill and asset impairment charges of $107.3 million recognized during fiscal 2012 compared to $0.6 million in fiscal 2011. Excluding2013, despite the impact of foreign exchange
rate fluctuations, which had the goodwill and asset impairment charges, adjusted segmenteffect of decreasing operating earnings remained relatively flat at $35.7by $2.6 million in fiscal 2012, when compared to $36.0 million in fiscal 2011.the current year period.
Europe
Segment results for Europe include retail operations in 1110 European countries and e-commerce operations in sixfive countries. As of February 2, 2013,Net sales in the European segment operated 1,425 stores,for fiscal 2014 decreased $81.0 million, or 4.7%, compared to 1,423 stores as of January 28, 2012. For the 53 weeks ended February 2,fiscal 2013, European net sales decreased 11.1% compared to the 52 weeks ended January 28, 2012. This decrease in net sales was partiallyprimarily due to the unfavorable impact of changes inforeign exchange rates in fiscal 2012,rate fluctuations, which had the effect of decreasing net sales by $95.7$58.9 million whenfor the 52 weeks of fiscal 2014 compared to fiscal 2011. Excluding the impactprior year period. Additionally, the exit of changes in exchange rates, sales in the European segment decreased 5.9%. The decrease in sales was primarily dueour Spain operations contributed to a decrease in sales at existing stores of 8.3%, offset by additional sales in the 53rd week of fiscal 2012 when compared to fiscal 2011. The$40.1 million decrease in net sales at existing stores was primarily due toyear-over-year. These decreases were offset in new video game hardware sales, new video game software sales and pre-owned and value video game product sales, offset partiallypart by an increase in digital, mobile and consumer electronics and other product sales. The decreasecomparable store sales of 2.3%. Operating earnings for fiscal 2014 decreased $8.4 million, or 19.0%, compared to fiscal 2013, driven primarily by the pre-tax loss of $14.8 million in new video game hardware sales is primarily due to a decrease in hardware unit sell-throughfiscal 2014 related to beingthe exit of our Spain operations, as well as the impact of foreign exchange rate fluctuations, which had the effect of decreasing operating earnings by $5.2 million in the late stagescurrent year period.
Technology Brands
Segment results for the Technology Brands segment include our Spring Mobile managed AT&T and Cricket Wireless branded stores and our Simply Mac business. For fiscal 2014, Technology Brands net sales were $328.6 million, with operating earnings of the console cycle. The decrease in new video game software$32.9 million. For fiscal 2013, Technology Brands net sales is primarily due to lower saleswere $62.8 million, with an operating loss of new release video game titles and the late stages of the console cycle. The decrease in pre-owned and value video game product sales is due primarily to a decrease in store traffic related to lower sales of new release video game titles and the late stages of the console cycle.$0.2 million. The increase in digital, mobilenet sales and consumer electronicsoperating earnings from fiscal 2013 to fiscal 2014 was attributable to our continued investment and other product sales is due to an increasegrowth in sales of digital products, PC entertainment software and sales of mobile devices.our Technology Brands businesses.
The segment operating loss was $397.5 million for fiscal 2012 compared to operating earnings of $20.2 million for fiscal 2011. The decrease in operating earnings was primarily due to the goodwill and asset impairments and restructuring charges of $467.0 million recognized during fiscal 2012 compared to $50.4 million during fiscal 2011. Excluding the impact of the goodwill and asset impairment charges, adjusted segment operating earnings remained relatively flat at $69.5 million in fiscal 2012 compared to $70.6 million in fiscal 2011.
Liquidity and Capital Resources
Overview
Based on our current operating plans, we believe that available cash balances, cash generated from our operating activities, and funds available under our $400$400.0 million asset-based revolving credit facility (the "Revolver"“Revolver”) and the proceeds from our recently issued 2021 Senior Notes together will provide sufficient liquidity to fund our operations, store openings and remodeling activities and corporate capital expenditureallocation programs, including acquisitions, share repurchases and the payment of dividends declared by the Board of Directors, for at least the next 12 months. On an ongoing basis, we will evaluate and consider strategic acquisitions, divestitures, repurchasing shares of our common stock or other transactions to create shareholder value and enhance financial performance. Such transactions may generate proceeds or require cash expenditures.
As of February 1, 2014, $398.9January 30, 2016, $291.9 million of our total cash on hand of $536.2$450.4 million was attributable to our foreign operations. Although we may, from time to time, evaluate strategies and alternatives with respect to the cash attributable to our foreign operations, we currently anticipate that this cash will remain in those foreign jurisdictions and it therefore may not be available for immediate use; however, we believe that our existing sources of liquidity, as described more fully above, will enable us to meet our cash requirements in the next twelve months.
WeAs of January 30, 2016, we had total cash on hand of $536.2$450.4 million and an additional $391.0$391.6 million of available future borrowing capacity under the Revolver. Based onAs we continue to pursue acquisitions, divestitures and other strategic transactions to expand and grow our current expectations,business, while also enhancing shareholder value through share repurchases and dividend payments, we believe our liquidityregularly monitor capital market conditions and capital resources will be sufficient to operate our business. However, we may from time to time, raise additional funds through borrowings or public or private sales of debt or equity securities. The amount, nature and timing of any borrowings or sales of debt or equity securities will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.
We have revisedIn March 2016, we issued $475.0 million aggregate principal amount of the presentation2021 Senior Notes, our unsecured 6.75% senior notes due March 15, 2021. The 2021 Senior Notes bear interest at the rate of outstanding checks6.75% per annum with interest payable semi-annually in our prior period financial statements. Previously, we reduced casharrears on March 15 and liabilities whenSeptember 15 of each year beginning on September 15, 2016. The 2021 Senior Notes were sold in a private placement and will not be registered under the checks were presentedU.S. Securities Act of 1933. The net proceeds from the offering will be used for paymentgeneral corporate purposes, which will likely include acquisitions and, cleared our bank accounts. As of February 1, 2014, we reduce cashpotentially, dividends and liabilities when the checks are released for payment.
The impact of this revision on our consolidated statements of cash flows for the 53 weeks ended February 2, 2013 and the 52 weeks ended January 28, 2012 are as follows:
|
| | | | | | | | | | | | |
| | | As Previously Reported | | Revision | | As Revised |
| | | (In millions) |
| Consolidated Statements of Cash Flows: | | | | | | |
| For the 53 weeks ended February 2, 2013 | | | | | | |
Changes in operating assets and liabilities: Accounts payable and accrued liabilities | | $ | 48.1 |
| | $ | (22.2 | ) | | $ | 25.9 |
|
| Net cash flows provided by operating activities | | 632.4 |
| | (22.2 | ) | | 610.2 |
|
| Cash and cash equivalents at beginning of period | | 655.0 |
| | (239.2 | ) | | 415.8 |
|
| Cash and cash equivalents at end of period | | 635.8 |
| | (261.4 | ) | | 374.4 |
|
| | | | | | | |
| For the 52 weeks ended January 28, 2012 | | | | | | |
Changes in operating assets and liabilities: Accounts payable and accrued liabilities | | (104.5 | ) | | 17.1 |
| | (87.4 | ) |
| Net cash flows provided by operating activities | | 624.7 |
| | 17.1 |
| | 641.8 |
|
| Cash and cash equivalents at beginning of period | | 710.8 |
| | (256.3 | ) | | 454.5 |
|
| Cash and cash equivalents at end of period | | 655.0 |
| | (239.2 | ) | | 415.8 |
|
stock buybacks.
Cash Flows
During fiscal 2013,2015, cash provided by operations was $762.7$656.8 million, compared to cash provided by operations of $610.2$480.5 million in fiscal 2012.2014. The increase in cash provided by operations of $152.5$176.3 million from fiscal 20122014 to fiscal 20132015 was primarily due to an increase in cash provided by working capital of $176.9$167.7 million, due primarily drivento the timing of payments for income taxes as well as accounts payable and accrued liabilities when compared to fiscal 2014.
During fiscal 2014, cash provided by operations was $480.5 million, compared to cash provided by operations of $762.7 million in fiscal 2013. The decrease in cash provided by operations of $282.2 million from fiscal 2013 to fiscal 2014 was primarily due to a decrease in cash provided by working capital of $278.3 million, due primarily to the change in the timing of payments offor accounts payable partially offset by higher inventory purchasesand accrued liabilities as well as income taxes in fiscal 2013. The higher inventory purchases in fiscal 2013 were primarily due to purchases to support the launch of new consoles.2014.
During fiscal 2012, cash provided by operations was $610.2 million, compared to cash provided by operations of $641.8 million in fiscal 2011. The decrease in cash provided by operations of $31.6 million from fiscal 2011 to fiscal 2012 was due primarily to lower net income in fiscal 2012. Cash provided by working capital increased modestly between years, due primarily to a change in the timing of payments of prepaid expenses offset partially by higher inventory purchases in fiscal 2012 and the related effects on payments of accounts payable.
Cash used in investing activities was $444.6 million in fiscal 2015, $235.9 million in fiscal 2014 and $207.5 million in fiscal 2013, $152.72013. During fiscal 2015, we used $173.2 million for capital expenditures primarily to support the growth of our Technology Brands businesses, to invest in information systems and digital initiatives, and to open 54 Video Game Brands stores and 31 collectibles stores in the U.S. and internationally. Additionally, we used $267.5 million of cash for acquisitions within the U.S. Video Game Brands and Technology Brands segments. During fiscal 20122014, we used $159.6 million for capital expenditures primarily to support the growth of our Technology Brands businesses, to invest in information systems and $201.6digital initiatives, and to open 49 Video Game Brands stores in the U.S. and internationally. Additionally, we used $89.7 million in fiscal 2011.of cash for acquisitions of stores within the Technology Brands segment. During fiscal 2013, we used $125.6 million for capital expenditures primarily to open 109 Video Game Brands stores in the U.S. and internationally and to invest in information systems and digital initiatives. During fiscal 2013, we also used $77.4 million of cash primarily for the acquisition of Spring Mobile and Simply Mac. During fiscal 2012, we used $139.6 million for capital expenditures primarily to invest in information systems, distribution center capacity and e-commerce, digital and loyalty program initiatives and to open 146 stores in the U.S. and internationally. During fiscal 2011, in addition to $165.1 million of cash used for capital expenditures, we also used $30.1 million for acquisitions in support of our digital initiatives.
Cash used in financing activities was $346.2 million in fiscal 2015, $131.2 million in fiscal 2014 and $350.6 million in fiscal 2013, $498.5 million2013. The cash flows used in financing activities in fiscal 20122015 were primarily for the repurchase of $194.3 million of treasury shares and $492.6 millionthe payment of dividends on our Class A Common Stock of $154.1 million. The cash flows used in financing activities in fiscal 2011.2014 were primarily for the repurchase of $331.1 million of treasury shares and the payment of dividends on our Class A Common Stock of $148.8 million, offset in part by the $350.0 million issuance of 2019 Senior Notes in September 2014. The cash flows used in financing activities in fiscal 2013 were primarily for the repurchase of $258.3 million of treasury shares and the payment of dividends on our Class A Common Stock of $130.9 million. The cash flows used in financing activities in fiscal 20122015 were primarily for the repurchase of $409.4 million of treasury shares and the payment of dividends on our Class A Common Stock of $102.0 million. The cash flows used in financing activities in fiscal 2011 were primarily for the repurchase of $262.1 million of treasury shares and repayment of $250.0 million in principal of our senior notes. The cash used in financing activities in fiscal 2013, fiscal 2012 and fiscal 2011 was alsonot impacted by cash provided by the issuance of shares associated with stock option exercises of $58.0 million, $11.6exercises. In fiscal 2014 and fiscal 2013, the impact was $0.7 million and $18.1$58.0 million, respectively.
Sources of Liquidity
We utilize cash generated from operations and have funds available to us under our revolving credit facilityRevolver, as well as the proceeds from the September 24, 2014 issuance of our 2019 Senior Notes, to cover seasonal fluctuations in cash flows and to support our various growth initiatives. Our cash and cash equivalents are carried at cost which approximates market value, and consist primarily of time deposits with highly rated commercial banks.
Issuance of 5.50% Senior Notes due 2019. On September 24, 2014, we issued $350.0 million aggregate principal amount of the 2019 Senior Notes, our unsecured 5.50% Senior Notes due October 1, 2019. The 2019 Senior Notes bear interest at the rate of 5.50% per annum with interest payable semi-annually in arrears on April 1 and October 1 of each year beginning on April 1, 2015. The 2019 Senior Notes were sold in a private placement and will not be registered under the U.S. Securities Act of 1933. The 2019 Senior Notes were offered in the U.S. to “qualified institutional buyers” pursuant to the exemption from registration under Rule 144A of the Securities Act and in exempted offshore transactions pursuant to Regulation S under the Securities Act.
The 2019 Senior Notes were issued pursuant to an indenture dated as of September 24, 2014, by and among the Company, certain subsidiary guarantors named therein and U.S. Bank National Association, as trustee and will mature on October 1, 2019. The net proceeds from the offering of $343.7 million were used to pay down the remaining outstanding balance of our revolving credit facility, which is described more fully below, and for general corporate purposes, such as acquisitions, dividends and stock buybacks. The outstanding balance of the 2019 Senior Notes at January 30, 2016 was $350.0 million.
The indenture governing the 2019 Senior Notes does not contain financial covenants but does contain covenants which place certain restrictions on us and our subsidiaries, including limitations on asset sales, additional liens, investments, stock repurchases, the incurrence of additional debt and the repurchase of debt that is junior to the 2019 Senior Notes. In addition, the indenture restricts payments of dividends to stockholders (other than dividends payable in shares of capital stock) if one of the following conditions exist: (i) an event of default has occurred, (ii) we could not incur additional debt under the general debt covenant of the indenture or (iii) the sum of the proposed dividend and all other dividends and other restricted payments made under the indenture from the date of the indenture exceeds the sum of 50% of consolidated net income plus 100% of net proceeds from capital stock sales and other amounts set forth in and determined as provided in the indenture. These restrictions are subject to exceptions and qualifications, including that we can pay up to $175 million in dividends to stockholders in each fiscal year and we can pay dividends and make other restricted payments in an unlimited amount if our leverage ratio on a pro forma basis after giving effect to the dividend payment and other restricted payments would be less than or equal to 1.0:1.0.
The indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the 2019 Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs.
Revolving Credit Facility. On January 4, 2011, we entered into a $400 million revolving credit facility (the “Revolver”), which amended and restated, in its entirety, our prior credit agreement, entered into in October 2005 (the “Credit Agreement”). The Revolver provides for a five-year, $400 million asset-based facility, including a $50 million letter of credit sublimit, secured by substantially all of our and our domestic subsidiaries’ assets. We have the ability to increase the facility, which matures in January 2016, by $150 million under certain circumstances. The Revolver was furtherwe amended and restated on March 25, 2014 as described more fully below.and further amended on September 15, 2014 (the “Revolver”). The Revolver is a five-year, asset-based facility that is secured by substantially all of our assets and the assets of our domestic subsidiaries. Availability under the Revolver is subject to a monthly borrowing base calculation. The Revolver includes a $50 million letter of credit sublimit. Prior to the March 2014 amendment, the Revolver was scheduled to mature in January 2016. The amendments extended the maturity
date to March 25, 2019; increased the expansion feature under the Revolver from $150 million to $200 million, subject to certain conditions; and revised certain other terms, including a reduction of the fee we are required to pay on the unused portion of the total commitment amount. We believe the extension of the maturity date of the Revolver to March 2019 helps to limit our exposure to potential tightening or other adverse changes in the credit markets. The September 15, 2014 amendment amended certain covenants to permit the issuance of the 2019 Senior Notes.
TheBorrowing availability under the Revolver is limited to a borrowing base which allows us to borrow up to 90% of the appraisal value of the inventory, in each case plus 90% of eligible credit card receivables, net of certain reserves. The borrowing base provides for borrowing up to 92.5% of the appraisal value during the fiscal months of August through October. Letters of credit reduce the amount available to borrow under the Revolver by theiran amount equal to the face value.value of the letters of credit. Our ability to pay cash dividends, redeem options and repurchase shares is generally permitted, except under certain circumstances, including if Revolvereither 1) excess availability under the Revolver is less than 20%30%, or is projected to be so within 12 months after such payment. In addition, ifpayment or 2) excess availability under the Revolver usageis less than 15%, or is projected to be equal to or greater than 25% of total commitments duringwithin 12 months after such payment, and the prospective 12-month period, we are subject to meeting a fixed charge coverage ratio, ofas calculated on a pro-forma basis for the prior 12 months is 1.1:1.0 prior to making such payments.or less. In the event that excess availability under the Revolver is at any time less than the greater of (1) $40$30 million or (2) 12.5%10% of the lesser of the total commitment or the borrowing base, we will be subject to a fixed charge coverage ratio covenant of 1.1:1.0:1.0.
The Revolver places certain restrictions on us and our subsidiaries, including limitations on asset sales, additional liens, investments, loans, guarantees, acquisitions and the incurrence of additional indebtedness. Absent consent from our lenders, we may not incur more than $1 billion of senior secured debt and $750 million of additional unsecured indebtedness to be limited to $250 million in general unsecured obligations and $500 million in unsecured obligations to finance acquisitions valued at $500 million or more.
The per annum interest rate under the Revolver is variable and is calculated by applying a margin (1) for prime rate loans of 1.25%0.25% to 1.50%0.75% above the highest of (a) the prime rate of the administrative agent, (b) the federal funds effective rate plus 0.50% or (c) the London Interbank Offered (“LIBO”) rate for a 30-day interest period as determined on such day plus 1.00%, and (2) for LIBO rate loans of 2.25%1.25% to 2.50%1.75% above the LIBO rate. The applicable margin is determined quarterly as a function of our average daily excess availability under the facility. In addition, we are required to pay a commitment fee of 0.375% or 0.50%, depending on facility usage,0.25% for any unused portion of the total commitment under the Revolver. As of February 1, 2014,January 30, 2016, the applicable margin was 1.25%0.25% for prime rate loans and 2.25%1.25% for LIBO rate loans, while the required commitment fee was 0.50% for the unused portion of the Revolver.loans.
The Revolver provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with covenants, any material representation or warranty made by us or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting us or our
subsidiaries, defaults relating to certain other indebtedness, imposition of certain judgments and mergers or our liquidation or the liquidation of the Company or certain of ourits subsidiaries.
During fiscal 2015, we cumulatively borrowed and subsequently repaid $463.0 million under the Revolver. Our maximum borrowings outstanding during fiscal 2015 were $123.0 million. During fiscal 2014 and fiscal 2013, we borrowed and repaid $130.0 million under the Revolver. During fiscal 2012 and fiscal 2011, we borrowed and repaid $81.0$626 million and $35.0$130 million, respectively, under the Revolver. Average borrowings under the Revolver for the 52 weeks ended February 1, 2014fiscal 2015 were $14.2$23.3 million. Our average interest rate on those outstanding borrowings for the 52 weeks ended February 1, 2014fiscal 2015 was 2.8%3.5%. As of February 1, 2014,January 30, 2016, total availability under the Revolver was $391.0$391.6 million, there werewith no outstanding borrowings and outstanding under the Revolver and letters of credit outstanding totaled $9.0 million.
On March 25, 2014, we further amended and restated our revolving credit facility. The terms of the agreement were modified to extend the maturity date for the revolving credit facility to March 25, 2019, to increase the expansion feature under the facility from $150 million to $200 million, subject to certain conditions, and to amend certain other terms, including a reduction in the fee we are required to pay on the unused portion of the total commitment amount. The five-year, asset-based revolving credit facility has a total commitment amount of $400 million, which is subject to a monthly borrowing base calculation, and is available for the issuance ofstandby letters of credit of up to $50$8.4 million. The facility is secured by substantially all of our assets andWe are currently in compliance with the assets of our domestic subsidiaries. We believe the extensionrequirements of the maturity dateRevolver.
Luxembourg Line of the revolving credit facility to March 2019 helps to limit our exposure to potential tightening or other adverse changes in the credit markets.
Credit. In September 2007, our Luxembourg subsidiary entered into a discretionary $20.0$20 million Uncommitted Line of Credit (the “Line of Credit”) with Bank of America. There is no term associated with the Line of Credit and Bank of America may withdraw the facility at any time without notice. The Line of Credit is available to our foreign subsidiaries for use primarily as a bank overdraft facility for short-term liquidity needs and for the issuance of bank guarantees and letters of credit to support operations. As of February 1, 2014,January 30, 2016, there were no cash overdrafts outstanding under the Line of Credit and bank guarantees outstanding totaled $1.9 million.
Issuance of $4.3 million.6.75% Senior Notes due 2021. In March 2016, we issued $475.0 million aggregate principal amount of the 2021 Senior Notes, our unsecured 6.75% senior notes due March 15, 2021. The 2021 Senior Notes bear interest at the rate of 6.75% per annum with interest payable semi-annually in arrears on March 15 and September 15 of each year beginning on September 15, 2016. The 2021 Senior Notes were sold in a private placement and will not be registered under the U.S. Securities Act of 1933. The net proceeds from the offering will be used for general corporate purposes, which will likely include acquisitions, and, potentially, dividends and stock buybacks.
The 2021 Senior Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act or the securities laws of any other jurisdiction. Accordingly, the 2021 Senior Notes are expected to be eligible for resale in the United States only to qualified institutional buyers and outside the United States to non-U.S. persons in compliance with Regulation S.
The indenture governing the 2021 Senior Notes does not contain financial covenants but does contain covenants which place certain restrictions on us and our subsidiaries, including limitations on asset sales, additional liens, investments, stock repurchases, the incurrence of additional debt and the repurchase of debt that is junior to the 2021 Senior Notes. In addition, the indenture restricts payments of dividends to stockholders (other than dividends payable in shares of capital stock) if one of the following conditions exist: (i) an event of default has occurred, (ii) we could not incur additional debt under the general debt covenant of the indenture or (iii) the sum of the proposed dividend and all other dividends and other restricted payments made under the indenture from the date of the indenture governing the 2021 Senior Notes exceeds the sum of 50% of consolidated net income plus 100% of net proceeds from capital stock sales and other amounts set forth in and determined as provided in the indenture. These restrictions are subject to exceptions and qualifications, including that we can pay up to $175 million in dividends to stockholders in each fiscal year and we can pay dividends and make other restricted payments in an unlimited amount if our leverage ratio on a pro forma basis after giving effect to the dividend payment and other restricted payments would be less than or equal to 1.0:1.0.
The indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the 2021 Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs.
Uses of Capital
Our future capital requirements will depend onupon the timing and extent of our ongoing investments in our Technology Brands businesses, our other strategic initiatives, and the number of new stores we open and the timing of those openings within a given fiscal year, as well as the investments we will make in e-commerce, digitalyear. We opened 85 Video Game Brands stores and other strategic initiatives. We opened or acquired 327568 Technology Brands stores in fiscal 2013, which includes the stores acquired in connection with the Spring Mobile and Simply Mac acquisitions,2015, and we expect to open or acquire approximately 350 to 450140 stores in fiscal 2014, including2016, as well as make significant investments in our Technology Brands business.businesses through acquisitions. Capital expenditures for fiscal 20142016 are projected to be approximately $160$160-170 million, to be used primarily to fund continued growth of our Technology Brands businesses, distribution and information systems and other digital initiatives in support of our operations and new store openings and store remodels and invest in distribution and information systems in support of operations.
Between May 2006 and December 2011, we repurchased and redeemed $300 million of Senior Floating Rate Notes and $650 million of Senior Notes under previously announced buybacks authorized by our Board of Directors. The associated loss on the retirement of debt was $1.0 million for the 52 week period ended January 28, 2012, which consisted of the premium paid to retire the Notes and the write-off of the deferred financing fees and the original issue discount on the Notes.remodels.
We used cash to expand our operations through acquisitions. During fiscal 2013,2015, fiscal 20122014 and fiscal 2011,2013, we used $77.4$267.5 million, $1.5$89.7 million and $30.1$77.4 million, respectively, for acquisitions, which in fiscal 2013 were primarily related to the growth of our Technology Brands business.business and ThinkGeek.
Since January 2010, our Board of Directors has authorized several share repurchase programs authorizing our management to repurchase our common stock.Class A Common Stock. Since the beginning of fiscal 2011, the authorizations haveeach individual authorization has been for $500 million at a time.million. Our typicalgeneral practice is to seek Board of Directors’ approval for a new authorization before the existing one is fully used in order to make sureensure that we are always able to repurchase shares. For fiscal 2011,2013, we repurchased 11.26.3 million shares at an average price per share of $21.38 for a total of $240.2 million, which excludes approximately $22 million of share repurchases that were executed at the end of fiscal 2010 but for which the settlement and related cash outflow did not occur until the beginning of fiscal 2011. For fiscal 2012, the number of shares repurchased was 19.9 million for an average price per share of $20.60 for a total of $409.4 million. For fiscal 2013, the number of shares repurchased was 6.3 million for an average price per share of $41.12 forand a total of $258.3 million. Between February 2, 2014 and March 20,For fiscal 2014, we have repurchased 0.68.4 million shares atfor an average price per share of $37.17 for$39.50 and a total of $20.6$333.4 million. For fiscal 2015, we repurchased 5.2 million shares for an average price per share of $38.68 and wea total of $202.0 million. We have $436.5$245.3 million remaining under our latest authorization from November 2013.2014.
On February 8, 2012, our Board of Directors approved the initiation of a quarterly cash dividend to our stockholders of Class A Common Stock. We paid a total of $0.80 per share in dividends in fiscal 2012 and a total of $1.10 per share in cash dividends in fiscal 2013.2013 and a total of $1.32 per share in fiscal 2014. In fiscal 2015, we paid dividends of $1.44 per share of Class A Common Stock, totaling $154.1 million for the year. On March 4, 2014,February 23, 2016, our Board of Directors authorized an increase in our annual cash dividend from $1.10$1.44 to $1.32$1.48 per share of Class A Common Stock and on that date we declared our first quarterly cash dividend for fiscal 2014 of $0.33 per share of Class A
Common Stock payable on March 25, 2014 to stockholders of record at the close of business on March 17, 2014.Stock. Future dividends will be subject to approval by our Board of Directors. Our payment of dividends is and will continue to be restricted by or subject to, among other limitations, applicable provisions of federal and state laws, our earnings and various business considerations, including our financial condition, results of operations, cash flow, the level of our capital expenditures, our future business prospects, our status as a holding company and such other matters that our Board of Directors deems relevant. In addition, the terms of the senior credit facility and of the indentures governing our Senior Notes restrict our ability to pay dividends under certain circumstances as stated above.
Contractual Obligations
The following table sets forth our contractual obligations as of February 1, 2014:January 30, 2016:
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| | | | | | | | | | | | | | | | | | | | |
| | | Payments Due by Period |
| Contractual Obligations | | Total | | Less Than 1 Year | | 1-3 Years | | 3-5 Years | | More Than 5 Years |
| | | (In millions) |
| Operating Leases | | $ | 1,067.8 |
| | $ | 336.1 |
| | $ | 429.1 |
| | $ | 187.9 |
| | $ | 114.7 |
|
Purchase Obligations(1) | | 630.9 |
| | 630.1 |
| | 0.8 |
| | — |
| | — |
|
| 2019 Senior Notes | | 350.0 |
| | — |
| | — |
| | 350.0 |
| | — |
|
| Interest payments on 2019 Senior Notes | | 77.1 |
| | 19.3 |
| | 38.5 |
| | 19.3 |
| | — |
|
Total(2) | | $ | 2,125.8 |
| | $ | 985.5 |
| | $ | 468.4 |
| | $ | 557.2 |
| | $ | 114.7 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | Payments Due by Period |
| Contractual Obligations | | Total | | Less Than 1 Year | | 1-3 Years | | 3-5 Years | | More Than 5 Years |
| | | (In millions) |
| Operating Leases | | $ | 1,039.4 |
| | $ | 332.5 |
| | $ | 405.8 |
| | $ | 171.1 |
| | $ | 130.0 |
|
| Purchase Obligations(1) | | 538.7 |
| | 538.7 |
| | — |
| | — |
| | — |
|
| Total (2) | | $ | 1,578.1 |
| | $ | 871.2 |
| | $ | 405.8 |
| | $ | 171.1 |
| | $ | 130.0 |
|
___________________
| |
(1) | Purchase obligations represent outstanding purchase orders for merchandise from vendors. These purchase orders are generally cancelable until shipment of the products. |
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(2) | As of February 1, 2014,January 30, 2016, we had $20.6$30.0 million of income tax liability related to unrecognized tax benefits in other long-term liabilities in our consolidated balance sheet. At the time of this filing, the settlement period for the noncurrent portion of our income tax liability (and the timing of any related payments) cannot be reasonably determined and therefore these liabilities are excluded from the table above. In addition, certain payments related to unrecognized tax benefits would be partially offset by reductions in payments in other jurisdictions. See Note 13, "Income Taxes," to our consolidated financial statements for further information regarding our uncertain tax positions. |
We lease retail stores, warehouse facilities, office space and equipment. These are generally leased under noncancelable agreements that expire at various dates through 2034 with various renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for minimum and, in some cases, percentage rentals and require us to pay all insurance, taxes and other maintenance costs. Percentage rentals are based on sales performance in excess of specified minimums at various stores. We do not have leases with capital improvement funding.
As of February 1, 2014,January 30, 2016, we had standby letters of credit outstanding in the amount of $9.0$8.4 million and had bank guarantees outstanding in the amount of $18.7$15.7 million, $13.0$12.6 million of which are cash collateralized.
Recent Accounting Standards and Pronouncements
In July 2013, accounting standards update (“ASU”March 2016, the Financial Accounting Standards Board ("FASB") 2013-11 “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” was issued requiring an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presentedAccounting Standards Update ("ASU") No. 2016-08, Revenue from Contracts with Customers. The standard addresses the implementation guidance on principal versus agent considerations in the financial statements as either a reductionnew revenue recognition standard. The ASU clarifies how an entity should identify the unit of accounting (i.e. the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to a deferred tax asset or separately as a liability depending on the existence, availability and/or usecertain types of an operating loss carryforward, a similar tax loss, or a tax credit carryforward. Thisarrangements. The ASU will beis effective for usfiscal years, and interim periods within those years, beginning on or after December 15, 2017, with early adoption permitted. We are currently evaluating the first quarter of 2014. We do not expectimpact that this ASUstandard will have an impact on our consolidated financial statements as we currently do not have any unrecognized tax benefits in the same jurisdictions in which we have tax loss or credit carryovers.statements.
In March 2013,2016, the FASB issued ASU 2013-05 “Foreign Currency Matters (Topic 830)” was issued providing guidance with respect to2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products. The standard specifies how prepaid stored-value product liabilities should be derecognized, thereby eliminating the release of cumulative translation adjustments into net income when a parent company sells either a part or all of an investmentcurrent and potential future diversity in a foreign entity.practice. The ASU requires the release of cumulative translation adjustments when a company no longer holds a controlling financial interest in a foreign subsidiary or a group of assets that constitutes a business within a foreign entity. This ASU will beis effective for usfiscal years, and interim periods within those years, beginning the first quarter of 2014.after December 15, 2017, with early adoption permitted. We are currently evaluating the effect ofimpact that this ASU, but do not expect it tostandard will have a significant impact on our consolidated financial statements.
In February 2013,2016, the FASB issued ASU 2013-02 ��Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” was issued regarding disclosure of amounts reclassified out of accumulated other comprehensive income by component. An entity is required2016-02, Leases. The standard requires a lessee to present eitherrecognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassifiedbalance sheet. The ASU is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This ASU was effective for our annualfiscal years, and interim periods within those years, beginning in fiscal 2013. The ASU had no effectafter December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statementsstatements.
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The standard amends the current requirement for organizations to present deferred tax liabilities and assets as wecurrent and noncurrent in a classified balance sheet. Instead, organizations will now be required to classify all deferred tax assets and liabilities as noncurrent. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. The Company early adopted this standard during the fourth quarter of fiscal 2015, utilizing prospective application as permitted. As such, certain prior period amounts have a single component of other comprehensive income, currency translation adjustments, which is not reclassifiedbeen retrospectively adjusted to net income.conform to the current presentation.
Seasonality
OurIn September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. Under this standard, an acquirer in a business like that of many retailers, is seasonal, with the major portion of sales and operating profit realizedcombination must recognize measurement-period adjustments during the fourth quarterperiod in which includes the holiday selling season. Resultsacquirer determines the amounts, including the effect on earnings of any amounts the acquirer would have recorded in previous periods if the accounting had been completed at the acquisition date, as opposed to retrospectively. This guidance is effective for any quarter arefiscal years beginning after December 15, 2015, with early adoption permitted. We do not necessarily indicativeanticipate that adoption of this standard will have a material impact to our consolidated financial statements.
In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest. The ASU is effective immediately and clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the resultsline-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We do not anticipate that may be achievedadoption of this standard will have a material impact to our consolidated financial statements.
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. This standard changes the measurement principle for a full fiscal year. Quarterly results may fluctuate materially depending upon, among other factors,inventory from the timinglower of new product introductionscost or market to the lower of cost and new store openings, sales contributed by new stores, increases or decreases in comparable store sales,net realizable value. Net realizable value is defined as the nature and timing of acquisitions, adverse weather conditions, shiftsestimated selling price in the timingordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the impact that adoption of this standard will have on our consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. This standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015, with early application permitted. This standard will be applied retrospectively, and we do not expect the adoption of this standard to materially impact our consolidated financial statements.
In February 2015 the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, which is effective for annual reporting periods beginning on or after December 15, 2015, with early adoption permitted. The standard amends both the variable interest entity and voting interest entity consolidation models and requires companies to reassess whether certain holidaysentities should be consolidated. We are currently evaluating the impact that this standard will have on our consolidated financial statements.
In May 2014, as part of its ongoing efforts to assist in the convergence of U.S. GAAP and International Financial Reporting Standards (“IFRS”), the FASB issued ASU 2014-09 related to revenue recognition. The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or promotionsother organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and changesprovides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The ASU provides alternative methods of initial adoption and is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year making it effective for annual reporting periods beginning on or after December 15, 2017 while also providing for early adoption as of the original effective date. We anticipate that the standard will affect the way that we recognize gift card breakage and liabilities for our merchandise mix.customer incentives. We are currently continuing to evaluate the impact that this standard will have on our consolidated financial statements as well as the appropriate method of adoption.
In April 2014, the FASB issued ASU 2014-08 related to reporting discontinued operations and disclosures of disposals of components of an entity. Specifically, the ASU amends the definition of a discontinued operation, expands disclosure requirements for transactions that meet the definition of a discontinued operation and requires entities to disclose additional information about individually significant components that are disposed of or held for sale and do not qualify as discontinued operations. Additionally, entities will be required to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position and to separately present certain information related to the operating and investing cash flows of the discontinued operation, for all comparative periods, in the statement of cash flows. The ASU became effective for us beginning in the first quarter of our fiscal year ending January 30, 2016 and will be adopted on a prospective basis for all disposals (except disposals classified as held for sale prior to the adoption date) or components initially classified as held for sale in periods beginning on or after the adoption date, with early adoption permitted. The implementation of this standard will not have a material impact on our consolidated financial statements.
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
We are exposed to market risk due to foreign currency and interest rate fluctuations, each as described more fully below.
Foreign Currency Risk
We use forward exchange contracts, foreign currency options and cross-currency swaps (together, the “foreign currency contracts”) to manage currency risk primarily related to intercompany loans denominated in non-functional currencies and certain foreign currency assets and liabilities. The foreign currency contracts are not designated as hedges and, therefore, changes in the fair values of these derivatives are recognized in earnings, thereby offsetting the current earnings effect of the re-measurement of related intercompany loans and foreign currency assets and liabilities. For the fiscal year ended February 1, 2014,January 30, 2016, we recognized a $20.3$5.2 million loss in selling, general and administrative expenses related to derivative instruments. The aggregate fair value of the foreign currency contracts as of February 1, 2014January 30, 2016 was a net liabilityasset of $22.1$7.9 million as measured by observable inputs obtained from market news reporting services, such as Bloomberg and The Wall Street Journal, and industry-standard models that consider various assumptions, including quoted forward prices, time value, volatility factors, and contractual prices for the underlying instruments, as well as other relevant economic measures. A hypothetical strengthening or weakening of 10% in the foreign exchange rates underlying the foreign currency contracts from the market rate as of February 1, 2014January 30, 2016 would result in a gain or loss in value of the forwards, options and swaps of $10.5$12.0 million.
We do not use derivative financial instruments for trading or speculative purposes. We are exposed to counterparty credit risk on all of our derivative financial instruments and cash equivalent investments. We manage counterparty risk according to the guidelines and controls established under comprehensive risk management and investment policies. We continuously monitor our counterparty credit risk and utilize a number of different counterparties to minimize our exposure to potential defaults. We do not require collateral under derivative or investment agreements.
Interest Rate Risk
Our Revolver’s per annum interest rate is variable and is based on one of (i) the U.S. prime rate, (ii) the LIBO rate or (iii) the U.S. federal funds rate. Our Senior Notes' per annum interest rate is fixed. We do not use derivative financial instruments to hedge interest rate exposure. We limit our interest rate risks by investing our excess cash balances in short-term, highly-liquid instruments with a maturity of one year or less. We do not expect any material losses from our invested cash balances. Additionally, a hypothetical 10% adverse movement in interest rates would not have a material impact on our financial condition, results of operations or cash flows and we therefore believe that we do not have significant interest rate exposure.
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| Item 8. | Financial Statements and Supplementary Data |
See Item 15(a)(1) and (2) of this Form 10-K.
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
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| Item 9A. | Controls and Procedures |
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(a) | Evaluation of Disclosure Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, our management conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at the reasonable assurance level. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that our
disclosure controls and procedures are effective at the reasonable assurance level. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures to disclose material information otherwise required to be set forth in our periodic reports.
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(b) | Management’s Annual Report on Internal Control Over Financial Reporting |
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control —- Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission, known as (COSO 2013). Based on our evaluation under the framework in Internal Control — Integrated Framework,COSO 2013, our management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of February 1, 2014.January 30, 2016.
During the fourth quarter47
Table of fiscal 2013, we completed our acquisitions of Spring Mobile and the remaining equity ownership of Simply Mac that we did not previously own and began the process of integrating Spring Mobile and Simply Mac into our operations. We have excluded Spring Mobile and Simply Mac from our assessment of our internal control over financial reporting as of February 1, 2014 as we concluded there was insufficient time between the respective acquisition dates and the end of fiscal 2013 to properly plan, document, test and remediate, if necessary, the controls of Spring Mobile and Simply Mac. We will include Spring Mobile and Simply Mac in our assessment of our internal control over financial reporting as of January 31, 2015 (the end of fiscal year 2014). Because Spring Mobile and Simply Mac do not constitute a significant portion of our operations on a consolidated basis, we do not currently expect these integration efforts to have a material effect on our internal control over financial reporting. In the aggregate, Spring Mobile and Simply Mac represented 4.3% of our consolidated assets and less than 1% of our consolidated net sales and consolidated net income attributable to GameStop Corp. as of and for the 52 weeks ended February 1, 2014.Contents The effectiveness of our internal control over financial reporting as of February 1, 2014January 30, 2016 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in this Form 10-K on page 52.
Changes in Internal Control Over Financial Reporting49.
There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
GameStop CorpCorp.
Dallas,Grapevine, Texas
We have audited the internal control over financial reporting of GameStop Corp. and subsidiaries (the "Company") as of February 1, 2014,January 30, 2016, based on criteria established in Internal Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Spring Communications, Inc. (“Spring Mobile”) and Simply Mac, Inc. ("Simply Mac"), which ownership interests were acquired on November 3, 2013 and November 7, 2013, respectively, and whose financial statements constitute approximately 4.3% of consolidated assets and less than 1% of consolidated net sales and consolidated net income attributable to the Company as of and for the 52 week period ended February 1, 2014. Accordingly, our audit did not include the internal control over financial reporting at Spring Mobile and Simply Mac.The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2014,January 30, 2016, based on the criteria established in Internal Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the 52 week period ended February 1, 2014January 30, 2016 of the Company and our report dated April 2, 2014March 28, 2016 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.schedule and includes an explanatory paragraph relating to a change in the method of accounting for the classification of deferred tax assets and liabilities as of January 30, 2016 due to the adoption of Accounting Standards Update (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes.
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| | /s/ DELOITTE & TOUCHE LLP
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| | DELOITTE & TOUCHE LLP |
Dallas, Texas
April 2, 2014March 28, 2016
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| Item 9B. | Other Information |
None.
PART III
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| Item 10. | Directors, Executive Officers and Corporate Governance* |
Code of Ethics
We have adopted a Code of Ethics for Senior Financial and Executive Officers that is applicable to our Executive Chairman, Chief Executive Officer, President,Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer, any Executive Vice President and any Vice President employed in a finance or accounting role. We have also adopted a Code of Standards, Ethics and Conduct applicable to all of our management-level employees. Each of the Code of Ethics and Code of Standards, Ethics and Conduct are available on our website at www.gamestop.com.www.gamestop.com.
In accordance with SEC rules, we intend to disclose any amendment (other than any technical, administrative, or other non-substantive amendment) to either of the above Codes, or any waiver of any provision thereof with respect to any of the executive officers listed in the paragraph above, on our Web sitewebsite (www.gamestop.com) within four business days following such amendment or waiver.
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| Item 11. | Executive Compensation* |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters* |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence* |
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| Item 14. | Principal Accountant Fees and Services* |
* The information not otherwise provided herein that is required by Items 10, 11, 12, 13 and 14 will be set forth in the definitive proxy statement relating to our 20142016 Annual Meeting of Stockholders to be held on or around June 24, 2014,21, 2016, which is to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. This definitive proxy statement relates to a meeting of stockholders involving the election of directors and the portions therefrom required to be set forth in this Form 10-K by Items 10, 11, 12, 13 and 14 are incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K.
PART IV
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| Item 15. | Exhibits and Financial Statement SchedulesSchedule |
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| (a) | The following documents are filed as a part of this Form 10-K: |
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| (1) | Index and Consolidated Financial Statements |
The list of consolidated financial statements set forth in the accompanying Index to Consolidated Financial Statements at page F-1 herein is incorporated herein by reference. Such consolidated financial statements are filed as part of this Form 10-K.
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| (2) | Financial Statement Schedules required to be filed by Item 8 of this Form 10-K: |
The following financial statement schedule for the 52 weeks ended February 1, 2014, the 53January 30, 2016, 52 weeks ended February 2, 2013January 31, 2015 and the 52 weeks ended January 28, 2012February 1, 2014 is filed as part of this Form 10-K and should be read in conjunction with our Consolidated Financial Statements appearing elsewhere in this Form 10-K:
Schedule II — Valuation and Qualifying Accounts
For the 52 weeks ended February 1, 2014, the 53 weeks ended February 2, 2013 and the 52 weeks ended January 28, 2012:
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| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | Balance at Beginning of Period | | Charged to Costs and Expenses | | Charged to Other Accounts- Accounts Payable (1) | | Deductions- Write-Offs Net of Recoveries | | Balance at End of Period |
| | | (In millions) |
| Inventory Reserve, deducted from asset accounts | | | | | | | | | | |
| 52 Weeks Ended February 1, 2014 | | $ | 83.8 |
| | $ | 40.6 |
| | $ | 32.0 |
| | $ | 79.9 |
| | $ | 76.5 |
|
| 53 Weeks Ended February 2, 2013 | | 67.7 |
| | 43.1 |
| | 31.6 |
| | 58.6 |
| | 83.8 |
|
| 52 Weeks Ended January 28, 2012 | | 69.5 |
| | 31.3 |
| | 33.5 |
| | 66.6 |
| | 67.7 |
|
(1) Consists primarily of amounts received from vendors for defective allowances.
10-K. All other schedules are omitted because they are not applicable.
The information required by this Section (b) of Item 15 is set forth on the Exhibit Index that follows the Consolidated Financial Statements and Notes to Consolidated Financial Statements appearing elsewhere in this Form 10-K.
Schedule II — Valuation and Qualifying Accounts
For the 52 weeks ended January 30, 2016, 52 weeks ended January 31, 2015 and the 52 weeks ended February 1, 2014:
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| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | Balance at Beginning of Period | | Charged to Costs and Expenses | | Charged to Other Accounts- Accounts Payable (1) | | Deductions- Write-Offs Net of Recoveries | | Balance at End of Period |
| | | (In millions) |
| Inventory Reserve, deducted from asset accounts | | | | | | | | | | |
| 52 Weeks Ended January 30, 2016 | | $ | 69.3 |
| | $ | 36.9 |
| | $ | 58.2 |
| | $ | 102.9 |
| | $ | 61.5 |
|
| 52 Weeks Ended January 31, 2015 | | 76.5 |
| | 40.9 |
| | 55.8 |
| | 103.9 |
| | 69.3 |
|
| 52 Weeks Ended February 1, 2014 | | 83.8 |
| | 40.6 |
| | 32.0 |
| | 79.9 |
| | 76.5 |
|
(1) Consists primarily of amounts received from vendors for defective allowances.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | |
| | GAMESTOP CORP. |
| | | |
| | By: | /s/ J. PAUL RAINES |
| | | J. Paul Raines |
| | | Chief Executive Officer and Director |
Date: April 2, 2014March 28, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| | | | |
| Name | | Capacity | | Date |
| | | |
/s/ J. PAUL RAINES | | Chief Executive Officer and Director | | April 2, 2014March 28, 2016 |
| J. Paul Raines | | (Principal Executive Officer) | | |
| | | |
/s/ DANIEL A. DEMATTEO | | Executive Chairman and Director | �� | April 2, 2014March 28, 2016 |
| Daniel A. DeMatteo | | | | |
| | | |
/s/ ROBERT A. LLOYD | | Executive Vice President and Chief Financial Officer | | April 2, 2014March 28, 2016 |
| Robert A. Lloyd | | Financial Officer
(Principal Financial Officer) | | |
| | | |
/s/ TROY W. CRAWFORD | | Senior Vice President, Chief Accounting Officer | | April 2, 2014March 28, 2016 |
| Troy W. Crawford | | Officer
(Principal Accounting Officer) | | |
| | | |
/s/ JEROME L. DAVIS | | Director | | April 2, 2014March 28, 2016 |
| Jerome L. Davis | | | | |
| | | |
/s/ R. RICHARD FONTAINE | | Director | | April 2, 2014March 28, 2016 |
| R. Richard Fontaine | | | | |
| | | |
/s/ THOMAS N. KELLY JR. | | Director | | April 2, 2014March 28, 2016 |
| Thomas N. Kelly Jr. | | | | |
| | | | | |
/s/ SHANE S. KIM | | Director | | April 2, 2014March 28, 2016 |
| Shane S. Kim | | | | |
| | | |
/s/ STEVEN R. KOONIN | | Director | | April 2, 2014March 28, 2016 |
| Steven R. Koonin | | | | |
| | | |
/s/ STEPHANIE M. SHERN | | Director | | April 2, 2014March 28, 2016 |
| Stephanie M. Shern | | | | |
| | | |
/s/ GERALD R. SZCZEPANSKI | | Director | | April 2, 2014March 28, 2016 |
| Gerald R. Szczepanski | | | | |
| | | |
/s/ KATHY P. VRABECK | | Director | | April 2, 2014March 28, 2016 |
| Kathy P. Vrabeck | | | | |
| | | |
/s/ LAWRENCE S. ZILAVY | | Director | | April 2, 2014March 28, 2016 |
| Lawrence S. Zilavy | | | | |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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| | Page |
| GameStop Corp. Consolidated Financial Statements: | |
| |
| Consolidated Financial Statements: | |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
GameStop Corp.
Grapevine, Texas
We have audited the accompanying consolidated balance sheetsheets of GameStop Corp. and subsidiaries (the "Company") as of February 1, 2014,January 30, 2016 and January 31, 2015, and the related consolidated statements of operations, comprehensive income changes in(loss), stockholders’ equity, and cash flows for each of the 52 week periodperiods ended January 30, 2016, January 31, 2015 and February 1, 2014. Our auditaudits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits.
We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit providesaudits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of GameStop CorpCorp. and subsidiaries as of February 1, 2014,January 30, 2016 and January 31, 2015, and the results of their operations and their cash flows for each of the 52 week periodperiods ended January 30, 2016, January 31, 2015 and February 1, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 13 to the consolidated financial statements, the Company has changed its method of accounting for the classification of deferred tax assets and liabilities as of January 30, 2016 due to the adoption of Accounting Standards Update (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of February 1, 2014,January 30, 2016, based on the criteria established in Internal Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 2, 2014March 28, 2016 expressed an unqualified opinion on the Company's internal control over financial reporting.
|
| |
| /s/ DELOITTE & TOUCHE LLP
|
| DELOITTE & TOUCHE LLP |
Dallas, Texas
April 2, 2014
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
GameStop Corp.
Grapevine, Texas
We have audited the accompanying consolidated balance sheet of GameStop Corp. as of February 2, 2013 and the related consolidated statements of operations and comprehensive income, changes in equity, and cash flows for the 53 week period ended February 2, 2013 and the 52 week period ended January 28, 2012. In connection with our audits of the financial statements, we have also audited the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GameStop Corp. at February 2, 2013 and the results of its operations and its cash flows for the 53 week period ended February 2, 2013 and the 52 week period ended January 28, 2012, in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
|
| |
| | /s/ BDO USA, LLP
|
| | BDO USA,DELOITTE & TOUCHE LLP |
Dallas, TXTexas
April 3, 2013March 28, 2016
GAMESTOP CORP.
CONSOLIDATED BALANCE SHEETS
| | | | | February 1,
2014 | | February 2,
2013 | | January 30,
2016 | | January 31,
2015 |
| | | (In millions, except par value per share) | | (In millions, except par value per share) |
ASSETS | | Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 536.2 |
| | $ | 374.4 |
| | $ | 450.4 |
| | $ | 610.1 |
|
| Receivables, net | | 84.4 |
| | 73.6 |
| | 176.5 |
| | 113.5 |
|
| Merchandise inventories, net | | 1,198.9 |
| | 1,171.3 |
| | 1,163.0 |
| | 1,144.8 |
|
| Deferred income taxes — current | | 51.7 |
| | 61.7 |
| |
| Deferred income taxes - current | | | — |
| | 65.6 |
|
| Prepaid expenses and other current assets | | 78.4 |
| | 68.5 |
| | 148.9 |
| | 128.5 |
|
| Total current assets | | 1,949.6 |
| | 1,749.5 |
| | 1,938.8 |
| | 2,062.5 |
|
| Property and equipment: | | | | | | | | |
| Land | | 20.4 |
| | 22.5 |
| | 17.3 |
| | 18.3 |
|
| Buildings and leasehold improvements | | 609.6 |
| | 606.4 |
| | 668.2 |
| | 609.2 |
|
| Fixtures and equipment | | 841.8 |
| | 926.0 |
| | 874.6 |
| | 888.2 |
|
| Total property and equipment | | 1,471.8 |
| | 1,554.9 |
| | 1,560.1 |
| | 1,515.7 |
|
| Less accumulated depreciation and amortization | | 995.6 |
| | 1,030.1 |
| |
| Less accumulated depreciation | | | 1,075.6 |
| | 1,061.5 |
|
| Net property and equipment | | 476.2 |
| | 524.8 |
| | 484.5 |
| | 454.2 |
|
| Deferred income taxes - noncurrent | | | 39.0 |
| | 24.3 |
|
| Goodwill | | 1,414.7 |
| | 1,383.1 |
| | 1,476.7 |
| | 1,390.4 |
|
| Other intangible assets, net | | 194.3 |
| | 153.4 |
| | 330.4 |
| | 237.8 |
|
| Other noncurrent assets | | 56.6 |
| | 61.4 |
| | 65.5 |
| | 77.1 |
|
| Total noncurrent assets | | 2,141.8 |
| | 2,122.7 |
| | 2,396.1 |
| | 2,183.8 |
|
| Total assets | | $ | 4,091.4 |
| | $ | 3,872.2 |
| | $ | 4,334.9 |
| | $ | 4,246.3 |
|
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 783.9 |
| | $ | 611.6 |
| | $ | 631.9 |
| | $ | 815.6 |
|
| Accrued liabilities | | 861.7 |
| | 738.9 |
| | 1,041.0 |
| | 803.6 |
|
| Income taxes payable | | 78.0 |
| | 103.4 |
| | 121.1 |
| | 15.4 |
|
| Notes payable | | 2.4 |
| | — |
| | 0.4 |
| | 5.1 |
|
| Total current liabilities | | 1,726.0 |
| | 1,453.9 |
| | 1,794.4 |
| | 1,639.7 |
|
| Deferred income taxes | | 37.4 |
| | 31.5 |
| | 29.6 |
| | 95.9 |
|
| Long-term debt | | | 350.0 |
| | 350.6 |
|
| Other long-term liabilities | | 75.0 |
| | 100.5 |
| | 79.9 |
| | 92.4 |
|
| Notes payable - long-term | | 1.6 |
| | — |
| |
| Total long-term liabilities | | 114.0 |
| | 132.0 |
| | 459.5 |
| | 538.9 |
|
| Total liabilities | | 1,840.0 |
| | 1,585.9 |
| | 2,253.9 |
| | 2,178.6 |
|
| Commitments and contingencies (Notes 11 and 12) | | — |
| | — |
| |
| Commitments and contingencies (Notes 11, 12 and 13) | | |
| |
|
| Stockholders’ equity: | | | | | | | | |
| Preferred stock — authorized 5.0 shares; no shares issued or outstanding | | — |
| | — |
| | — |
| | — |
|
| Class A common stock — $.001 par value; authorized 300.0 shares; 115.3 and 128.2 shares issued, 115.3 and 118.2 shares outstanding, respectively | | 0.1 |
| | 0.1 |
| |
| Class A common stock — $.001 par value; authorized 300.0 shares; 103.3 and 107.7 shares issued, 103.3 and 107.7 shares outstanding, respectively | | | 0.1 |
| | 0.1 |
|
| Additional paid-in-capital | | 172.9 |
| | 348.3 |
| | — |
| | — |
|
| Accumulated other comprehensive income | | 82.5 |
| | 164.4 |
| |
| Accumulated other comprehensive loss | | | (88.8 | ) | | (25.4 | ) |
| Retained earnings | | 1,995.9 |
| | 1,773.5 |
| | 2,169.7 |
| | 2,093.0 |
|
| Total stockholders' equity | | 2,251.4 |
| | 2,286.3 |
| | 2,081.0 |
| | 2,067.7 |
|
| Total liabilities and stockholders’ equity | | $ | 4,091.4 |
| | $ | 3,872.2 |
| | $ | 4,334.9 |
| | $ | 4,246.3 |
|
See accompanying notes to consolidated financial statements.
GAMESTOP CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | (In millions, except per share data) | | (In millions, except per share data) |
| Net sales | | $ | 9,039.5 |
| | $ | 8,886.7 |
| | $ | 9,550.5 |
| | $ | 9,363.8 |
| | $ | 9,296.0 |
| | $ | 9,039.5 |
|
| Cost of sales | | 6,378.4 |
| | 6,235.2 |
| | 6,871.0 |
| | 6,445.5 |
| | 6,520.1 |
| | 6,378.4 |
|
| Gross profit | | 2,661.1 |
| | 2,651.5 |
| | 2,679.5 |
| | 2,918.3 |
| | 2,775.9 |
| | 2,661.1 |
|
| Selling, general and administrative expenses | | 1,892.4 |
| | 1,835.9 |
| | 1,842.1 |
| | 2,108.9 |
| | 2,001.0 |
| | 1,892.4 |
|
| Depreciation and amortization | | 166.5 |
| | 176.5 |
| | 186.3 |
| | 156.6 |
| | 154.4 |
| | 166.5 |
|
| Goodwill impairments | | 10.2 |
| | 627.0 |
| | — |
| | — |
| | — |
| | 10.2 |
|
| Asset impairments and restructuring charges | | 18.5 |
| | 53.7 |
| | 81.2 |
| |
| Operating earnings (loss) | | 573.5 |
| | (41.6 | ) | | 569.9 |
| |
| Asset impairments | | | 4.6 |
| | 2.2 |
| | 18.5 |
|
| Operating earnings | | | 648.2 |
| | 618.3 |
| | 573.5 |
|
| Interest income | | (0.9 | ) | | (0.9 | ) | | (0.9 | ) | | (0.4 | ) | | (0.7 | ) | | (0.9 | ) |
| Interest expense | | 5.6 |
| | 4.2 |
| | 20.7 |
| | 23.4 |
| | 10.7 |
| | 5.6 |
|
| Debt extinguishment expense | | — |
| | — |
| | 1.0 |
| |
| Earnings (loss) before income tax expense | | 568.8 |
| | (44.9 | ) | | 549.1 |
| |
| Earnings before income tax expense | | | 625.2 |
| | 608.3 |
| | 568.8 |
|
| Income tax expense | | 214.6 |
| | 224.9 |
| | 210.6 |
| | 222.4 |
| | 215.2 |
| | 214.6 |
|
| Net income (loss) | | 354.2 |
| | (269.8 | ) | | 338.5 |
| |
| Net loss attributable to noncontrolling interests | | — |
| | 0.1 |
| | 1.4 |
| |
| Net income (loss) attributable to GameStop Corp. | | $ | 354.2 |
| | $ | (269.7 | ) | | $ | 339.9 |
| |
| Basic net income (loss) per common share attributable to GameStop Corp. | | $ | 3.02 |
| | $ | (2.13 | ) | | $ | 2.43 |
| |
| Diluted net income (loss) per common share attributable to GameStop Corp. | | $ | 2.99 |
| | $ | (2.13 | ) | | $ | 2.41 |
| |
| Net income | | | $ | 402.8 |
| | $ | 393.1 |
| | $ | 354.2 |
|
| Basic net income per common share attributable to GameStop Corp. | | | $ | 3.80 |
| | $ | 3.50 |
| | $ | 3.02 |
|
| Diluted net income per common share attributable to GameStop Corp. | | | $ | 3.78 |
| | $ | 3.47 |
| | $ | 2.99 |
|
| Weighted average shares of common stock outstanding — basic | | 117.2 |
| | 126.4 |
| | 139.9 |
| | 106.0 |
| | 112.2 |
| | 117.2 |
|
| Weighted average shares of common stock outstanding — diluted | | 118.4 |
| | 126.4 |
| | 141.0 |
| | 106.7 |
| | 113.2 |
| | 118.4 |
|
See accompanying notes to consolidated financial statements.
GAMESTOP CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
| | | | | | | | | | | | |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 |
| | | (In millions) |
| Net income (loss) | | $ | 354.2 |
| | $ | (269.8 | ) | | $ | 338.5 |
|
| Other comprehensive income (loss): | | | | | | |
| Foreign currency translation adjustments | | (81.9 | ) | | (5.4 | ) | | 7.1 |
|
| Total comprehensive income (loss) | | 272.3 |
| | (275.2 | ) | | 345.6 |
|
| Comprehensive loss attributable to noncontrolling interests | | — |
| | 0.2 |
| | 1.5 |
|
| Comprehensive income (loss) attributable to GameStop Corp. | | $ | 272.3 |
| | $ | (275.0 | ) | | $ | 347.1 |
|
|
| | | | | | | | | | | | |
| | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | (In millions) |
| Net income | | $ | 402.8 |
| | $ | 393.1 |
| | $ | 354.2 |
|
| Other comprehensive loss: | | | | | | |
| Foreign currency translation adjustments | | (63.4 | ) | | (107.9 | ) | | (81.9 | ) |
| Comprehensive income attributable to GameStop Corp. | | $ | 339.4 |
| | $ | 285.2 |
| | $ | 272.3 |
|
See accompanying notes to consolidated financial statements.
GAMESTOP CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
| | | | | GameStop Corp. Stockholders | | Noncontrolling Interest | | Total | | GameStop Corp. Stockholders | | Total |
| | | Class A Common Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income | | Retained Earnings | | | Class A Common Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | |
| | | Shares | | Common Stock | | | Shares | | Common Stock | |
| | | (In millions) | | (In millions) |
| Balance at January 29, 2011 | | 146.0 |
| | $ | 0.1 |
| | $ | 928.9 |
| | $ | 162.5 |
| | $ | 1,805.8 |
| | $ | (1.4 | ) | | $ | 2,895.9 |
| |
| Purchase of subsidiary shares from noncontrolling interest | | — |
| | — |
| | (1.1 | ) | | — |
| | — |
| | 1.0 |
| | (0.1 | ) | |
| Net income (loss) for the 52 weeks ended January 28, 2012 | | — |
| | — |
| | — |
| | — |
| | 339.9 |
| | (1.4 | ) | | 338.5 |
| |
| Foreign currency translation | | — |
| | — |
| | — |
| | 7.2 |
| | — |
| | (0.1 | ) | | 7.1 |
| |
| Stock-based compensation | | — |
| | — |
| | 18.8 |
| | — |
| | — |
| | — |
| | 18.8 |
| |
| Repurchases of common stock | | (11.2 | ) | | — |
| | (240.2 | ) | | — |
| | — |
| | — |
| | (240.2 | ) | |
| Exercise of employee stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $2.1) | | 2.0 |
| | — |
| | 20.2 |
| | — |
| | — |
| | — |
| | 20.2 |
| |
| Balance at January 28, 2012 | | 136.8 |
| | 0.1 |
| | 726.6 |
| | 169.7 |
| | 2,145.7 |
| | (1.9 | ) | | 3,040.2 |
| |
| Purchase of subsidiary shares from noncontrolling interest | | — |
| | — |
| | (2.1 | ) | | — |
| | — |
| | 2.1 |
| | — |
| |
| Net loss for the 53 weeks ended February 2, 2013 | | — |
| | — |
| | — |
| | — |
| | (269.7 | ) | | (0.1 | ) | | (269.8 | ) | |
| Foreign currency translation | | — |
| | — |
| | — |
| | (5.3 | ) | | — |
| | (0.1 | ) | | (5.4 | ) | |
| Dividends(1) | | — |
| | — |
| | — |
| | — |
| | (102.5 | ) | | | | (102.5 | ) | |
| Stock-based compensation | | — |
| | — |
| | 19.6 |
| | — |
| | — |
| | — |
| | 19.6 |
| |
| Repurchases of common stock | | (19.9 | ) | | — |
| | (409.4 | ) | | — |
| | — |
| | — |
| | (409.4 | ) | |
| Exercise of employee stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $2.0) | | 1.3 |
| | — |
| | 13.6 |
| | — |
| | — |
| | — |
| | 13.6 |
| |
| Balance at February 2, 2013 | | 118.2 |
| | 0.1 |
| | 348.3 |
| | 164.4 |
| | 1,773.5 |
| | — |
| | 2,286.3 |
| | 118.2 |
| | $ | 0.1 |
| | $ | 348.3 |
| | $ | 164.4 |
| | $ | 1,773.5 |
| | $ | 2,286.3 |
|
| Net income for the 52 weeks ended February 1, 2014 | | — |
| | — |
| | — |
| | — |
| | 354.2 |
| | — |
| | 354.2 |
| | — |
| | — |
| | — |
| | — |
| | 354.2 |
| | 354.2 |
|
| Foreign currency translation | | — |
| | — |
| | — |
| | (81.9 | ) | | — |
| | — |
| | (81.9 | ) | | — |
| | — |
| | — |
| | (81.9 | ) | | — |
| | (81.9 | ) |
| Dividends(1) | | — |
| | — |
| | — |
| | — |
| | (131.8 | ) | | — |
| | (131.8 | ) | |
Dividends(1) | | | — |
| | — |
| | — |
| | — |
| | (131.8 | ) | | (131.8 | ) |
| Stock-based compensation | | — |
| | — |
| | 19.4 |
| | — |
| | — |
| | — |
| | 19.4 |
| | — |
| | — |
| | 19.4 |
| | — |
| | — |
| | 19.4 |
|
| Repurchases of common stock | | (6.3 | ) | | — |
| | (258.3 | ) | | — |
| | — |
| | — |
| | (258.3 | ) | | (6.3 | ) | | — |
| | (258.3 | ) | | — |
| | — |
| | (258.3 | ) |
| Exercise of employee stock options and issuance of shares upon vesting of restricted stock grants (including tax benefit of $11.1) | | 3.4 |
| | — |
| | 63.5 |
| | — |
| | — |
| | — |
| | 63.5 |
| |
| Issuance of common stock, net of tax impact of share-based compensation of $11.1 | | | 3.4 |
| | — |
| | 63.5 |
| | — |
| | — |
| | 63.5 |
|
| Balance at February 1, 2014 | | 115.3 |
| | $ | 0.1 |
| | $ | 172.9 |
| | $ | 82.5 |
| | $ | 1,995.9 |
| | $ | — |
| | $ | 2,251.4 |
| | 115.3 |
| | 0.1 |
| | 172.9 |
| | 82.5 |
| | 1,995.9 |
| | 2,251.4 |
|
| Net income for the 52 weeks ended January 31, 2015 | | | — |
| | — |
| | — |
| | — |
| | 393.1 |
| | 393.1 |
|
| Foreign currency translation | | | — |
| | — |
| | — |
| | (107.9 | ) | | — |
| | (107.9 | ) |
Dividends(1) | | | — |
| | — |
| | — |
| | — |
| | (151.6 | ) | | (151.6 | ) |
| Stock-based compensation | | | — |
| | — |
| | 21.5 |
| | — |
| | — |
| | 21.5 |
|
| Repurchases of common stock | | | (8.4 | ) | | — |
| | (189.0 | ) | | — |
| | (144.4 | ) | | (333.4 | ) |
| Issuance of common stock, net of tax impact of share-based compensation of $5.3 | | | 0.8 |
| | — |
| | (5.4 | ) | | — |
| | — |
| | (5.4 | ) |
| Balance at January 31, 2015 | | | 107.7 |
| | 0.1 |
| | — |
| | (25.4 | ) | | 2,093.0 |
| | 2,067.7 |
|
| Net income for the 52 weeks ended January 30, 2016 | | | — |
| | — |
| | — |
| | — |
| | 402.8 |
| | 402.8 |
|
| Foreign currency translation | | | — |
| | — |
| | — |
| | (63.4 | ) | | — |
| | (63.4 | ) |
Dividends(1) | | | — |
| | — |
| | — |
| | — |
| | (153.5 | ) | | (153.5 | ) |
| Stock-based compensation | | | — |
| | — |
| | 29.9 |
| | — |
| | — |
| | 29.9 |
|
| Repurchases of common stock | | | (5.2 | ) | | — |
| | (29.4 | ) | | — |
| | (172.6 | ) | | (202.0 | ) |
| Issuance of common stock, net of tax impact of share-based compensation of $4.4 | | | 0.8 |
| | — |
| | (0.5 | ) | | — |
| | — |
| | (0.5 | ) |
| Balance at January 30, 2016 | | | 103.3 |
| | $ | 0.1 |
| | $ | — |
| | $ | (88.8 | ) | | $ | 2,169.7 |
| | $ | 2,081.0 |
|
| |
(1) | Dividends declared per common share were $0.80 in the 53 weeks ended February 2, 2013 and $1.10 in the 52 weeks ended February 1, 2014.2014, $1.32 in the 52 weeks ended January 31, 2015 and $1.44 in the 52 weeks ended January 30, 2016. |
See accompanying notes to consolidated financial statements.
GAMESTOP CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | (In millions) | | (In millions) |
| Cash flows from operating activities: | | | | | | | | | | | | |
| Net income (loss) | | $ | 354.2 |
| | $ | (269.8 | ) | | $ | 338.5 |
| |
| Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | | | | | | | |
| Net income | | | $ | 402.8 |
| | $ | 393.1 |
| | $ | 354.2 |
|
| Adjustments to reconcile net income to net cash flows provided by operating activities: | | | | | | | |
| Depreciation and amortization (including amounts in cost of sales) | | 169.2 |
| | 178.9 |
| | 188.6 |
| | 158.2 |
| | 156.5 |
| | 169.2 |
|
| Provision for inventory reserves | | 40.6 |
| | 43.1 |
| | 31.3 |
| |
| Goodwill impairments, asset impairments and restructuring charges | | 28.7 |
| | 680.7 |
| | 81.2 |
| |
| Impairments of goodwill and other long-lived assets | | | 4.6 |
| | 2.2 |
| | 28.7 |
|
| Stock-based compensation expense | | 19.4 |
| | 19.6 |
| | 18.8 |
| | 29.9 |
| | 21.5 |
| | 19.4 |
|
| Deferred income taxes | | (2.7 | ) | | (58.2 | ) | | (25.2 | ) | | (1.5 | ) | | 9.2 |
| | (2.7 | ) |
| Excess tax benefits related to stock-based awards | | (12.4 | ) | | (1.3 | ) | | (1.4 | ) | | (4.4 | ) | | (5.7 | ) | | (12.4 | ) |
| Loss on disposal of property and equipment | | 7.1 |
| | 13.0 |
| | 10.9 |
| | 3.6 |
| | 4.7 |
| | 7.1 |
|
| Other | | (0.6 | ) | | 1.2 |
| | 3.1 |
| | (4.6 | ) | | (16.1 | ) | | 40.0 |
|
| Changes in operating assets and liabilities: | | | | | | | | | | | | |
| Receivables, net | | (1.4 | ) | | (8.1 | ) | | 1.0 |
| | (58.1 | ) | | (44.3 | ) | | (1.4 | ) |
| Merchandise inventories | | (86.9 | ) | | (63.8 | ) | | 64.3 |
| | (49.2 | ) | | (24.8 | ) | | (86.9 | ) |
| Prepaid expenses and other current assets | | (9.7 | ) | | 27.8 |
| | (3.3 | ) | | (6.0 | ) | | (1.7 | ) | | (9.7 | ) |
| Prepaid income taxes and income taxes payable | | (19.8 | ) | | 25.9 |
| | 17.6 |
| | 95.9 |
| | (82.3 | ) | | (19.8 | ) |
| Accounts payable and accrued liabilities | | 302.4 |
| | 25.9 |
| | (87.4 | ) | | 91.4 |
| | 59.4 |
| | 302.4 |
|
| Changes in Other long-term liabilities | | (25.4 | ) | | (4.7 | ) | | 3.8 |
| |
| Changes in other long-term liabilities | | | (5.8 | ) | | 8.8 |
| | (25.4 | ) |
| Net cash flows provided by operating activities | | 762.7 |
| | 610.2 |
| | 641.8 |
| | 656.8 |
| | 480.5 |
| | 762.7 |
|
| Cash flows from investing activities: | | | | | | | | | | | | |
| Purchase of property and equipment | | (125.6 | ) | | (139.6 | ) | | (165.1 | ) | | (173.2 | ) | | (159.6 | ) | | (125.6 | ) |
| Acquisitions, net of cash acquired | | (77.4 | ) | | (1.5 | ) | | (30.1 | ) | |
| Acquisitions, net of cash acquired of $13.9, $3.6 and $1.8, respectively | | | (267.5 | ) | | (89.7 | ) | | (77.4 | ) |
| Proceeds from divestiture | | | — |
| | 12.4 |
| | — |
|
| Other | | (4.5 | ) | | (11.6 | ) | | (6.4 | ) | | (3.9 | ) | | 1.0 |
| | (4.5 | ) |
| Net cash flows used in investing activities | | (207.5 | ) | | (152.7 | ) | | (201.6 | ) | | (444.6 | ) | | (235.9 | ) | | (207.5 | ) |
| Cash flows from financing activities: | | | | | | | | | | | | |
| Repayment of acquisition-related debt | | (31.8 | ) | | — |
| | — |
| | (2.2 | ) | | — |
| | (31.8 | ) |
| Repurchase of notes payable | | — |
| | — |
| | (250.0 | ) | |
| Repurchase of common shares | | (258.3 | ) | | (409.4 | ) | | (262.1 | ) | | (194.3 | ) | | (331.1 | ) | | (258.3 | ) |
| Dividends paid | | (130.9 | ) | | (102.0 | ) | | — |
| | (154.1 | ) | | (148.8 | ) | | (130.9 | ) |
| Proceeds from senior notes | | | — |
| | 350.0 |
| | — |
|
| Borrowings from the revolver | | 130.0 |
| | 81.0 |
| | 35.0 |
| | 463.0 |
| | 626.0 |
| | 130.0 |
|
| Repayments of revolver borrowings | | (130.0 | ) | | (81.0 | ) | | (35.0 | ) | | (463.0 | ) | | (626.0 | ) | | (130.0 | ) |
| Exercise of stock options, net of share repurchases for withholdings taxes | | 58.0 |
| | 11.6 |
| | 18.1 |
| |
| Payments of financing costs | | | — |
| | (7.7 | ) | | — |
|
| Issuance of common stock, net of share repurchases for withholding taxes | | | — |
| | 0.7 |
| | 58.0 |
|
| Excess tax benefits related to stock-based awards | | 12.4 |
| | 1.3 |
| | 1.4 |
| | 4.4 |
| | 5.7 |
| | 12.4 |
|
| Net cash flows used in financing activities | | (350.6 | ) | | (498.5 | ) | | (492.6 | ) | | (346.2 | ) | | (131.2 | ) | | (350.6 | ) |
| Exchange rate effect on cash and cash equivalents | | (42.8 | ) | | (0.4 | ) | | 13.7 |
| | (25.7 | ) | | (39.5 | ) | | (42.8 | ) |
| Increase (decrease) in cash and cash equivalents | | 161.8 |
| | (41.4 | ) | | (38.7 | ) | | (159.7 | ) | | 73.9 |
| | 161.8 |
|
| Cash and cash equivalents at beginning of period | | 374.4 |
| | 415.8 |
| | 454.5 |
| | 610.1 |
| | 536.2 |
| | 374.4 |
|
| Cash and cash equivalents at end of period | | $ | 536.2 |
| | $ | 374.4 |
| | $ | 415.8 |
| | $ | 450.4 |
| | $ | 610.1 |
| | $ | 536.2 |
|
| | | | | | | | |
| SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | |
| Interest paid | | | $ | 21.8 |
| | $ | 2.7 |
| | $ | 2.7 |
|
| Income taxes paid | | | $ | 122.2 |
| | $ | 265.9 |
| | $ | 238.0 |
|
See accompanying notes to consolidated financial statements.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| |
| 1. | Nature of Operations and Summary of Significant Accounting Policies |
Background
GameStop Corp. (“GameStop,” “we,” “us,” “our,” or the “Company”) is a global multichannelfamily of specialty retail brands that makes the most popular technologies affordable and simple. As the world's largest omnichannel video game consumer electronics and wireless services retailer, and is the world’s largest multichannel video game retailer. Wewe sell new and pre-owned video game hardware, physical and digital video game software, video game accessories, as well as new and pre-owned mobile and consumer electronics as well asproducts and other merchandise primarily through our GameStop, EB Games and Micromania stores. We sell mobileAdditionally, we recently acquired Geeknet, Inc. ("Geeknet"), an online and consumerwholesale retailer that sells collectibles, apparel, gadgets, electronics, primarilytoys and other retail products for technology enthusiasts and general consumers under the name ThinkGeek through our Spring Mobilethe www.thinkgeek.com website. ThinkGeek also sells certain exclusive products to wholesale channel customers. As of January 30, 2016, we operated 7,117 stores, in the United States, Australia, Canada and Simply Mac stores. Our stores,Europe, which totaled 6,675 at February 1, 2014, are primarily located in major regional shopping malls and strip centers. We also operate electronic commerce Web sites atwebsites www.gamestop.com, www.ebgames.com.au, www.ebgames.co.nz, www.gamestop.ca, www.gamestop.it, www.gamestop.es, www.gamestop.ie, www.gamestop.de, www.gamestop.co.uk and www.micromania.frwww.micromania.fr.. In addition, we publish The network also includes: www.kongregate.com, a leading browser-based game site; Game Informer magazine, operate the onlineworld's leading print and digital video gaming Web site www.kongregate.com, a digital PC game distribution platform available at www.gamestop.com/pcgames,publication; and iOS and Android mobile applicationsapplications.
Our Technology Brands segment owns and operates Spring Mobile, an onlineauthorized AT&T reseller operating AT&T branded wireless retail stores and pre-paid wireless stores under the name Cricket (an AT&T brand) in the United States, as well as a certified Apple reseller selling Apple consumer electronics marketplace available at www.buymytronics.com.electronic products in the United States under the name Simply Mac. We operate our business in four Video Game Brands segments: United States, Canada, Australia and Europe,Europe; and a Technology Brands segment, which was added in the fourth quarter of fiscal 2013 and includes the operations of our Spring Mobile managed AT&T and Cricket branded stores and our Simply Mac and Aio Wireless businesses.business.
Our largest vendors worldwide are Sony, Computer Entertainment, Microsoft, Nintendo, Electronic Arts Inc. and Activision, which accounted for 27%, 19%, 11%, 10% and 9%, respectively, of our new product purchases in fiscal 2015, 24%, 17%, 11%, 8% and 10%, respectively, in fiscal 2014 and 20%, 15%, 12%, 10% and 10%, respectively, of our new product purchases in fiscal 2013, 17%, 13%, 14%, 11% and 16%, respectively, in fiscal 2012 and 15%, 17%, 16%, 13% and 11%, respectively, in fiscal 2011. In addition, Take-Two Interactive accounted for 11% of our new product purchases in fiscal 2013.
Basis of Presentation and Consolidation
Our consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and our majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. All dollar and share amounts (other than dollar amounts per share) in the consolidated financial statements are stated in millions unless otherwise indicated.
Our fiscal year is composed of the 52 or 53 weeks ending on the Saturday closest to the last day of January. Fiscal 2015 consisted of the 52 weeks ended on January 30, 2016 ("fiscal 2015"). Fiscal 2014 consisted of the 52 weeks ended on January 31, 2015 ("fiscal 2014"). Fiscal 2013 consisted of the 52 weeks ended on February 1, 2014. Fiscal 2012 consisted of the 53 weeks ended on February 2, 2013. Fiscal 2011 consisted of the 52 weeks ended on January 28, 2012.
We have revised the presentation of outstanding checks in our prior period financial statements. Previously, we reduced cash and liabilities when the checks were presented for payment and cleared our bank accounts. As of February 1, 2014 we reduce cash and liabilities when the checks are released for payment.
The impacts of revising our financial statements for the specified prior periods are as follows:
|
| | | | | | | | | | | | |
|
| As Previously Reported |
| Revision |
| As Revised |
| |
| (In millions) |
| Consolidated Balance Sheets: |
|
|
|
|
|
|
| As of February 2, 2013 |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
| $ | 635.8 |
|
| $ | (261.4 | ) |
| $ | 374.4 |
|
| Total current assets |
| 2,010.9 |
|
| (261.4 | ) |
| 1,749.5 |
|
| Total assets |
| 4,133.6 |
|
| (261.4 | ) |
| 3,872.2 |
|
| Accounts payable |
| 870.9 |
|
| (259.3 | ) |
| 611.6 |
|
| Accrued liabilities |
| 741.0 |
|
| (2.1 | ) |
| 738.9 |
|
| Total current liabilities |
| 1,715.3 |
|
| (261.4 | ) |
| 1,453.9 |
|
| Total liabilities |
| 1,847.3 |
|
| (261.4 | ) |
| 1,585.9 |
|
|
| | | | | | | | | | | | |
| | | As Previously Reported | | Revision | | As Revised |
| | | (In millions) |
| Consolidated Statements of Cash Flows: | | | | | | |
| For the 53 weeks ended February 2, 2013 | | | | | | |
| Changes in operating assets and liabilities: | | | | | | |
| Accounts payable and accrued liabilities | | $ | 48.1 |
| | $ | (22.2 | ) | | $ | 25.9 |
|
| Net cash flows provided by operating activities | | 632.4 |
| | (22.2 | ) | | 610.2 |
|
| Cash and cash equivalents at beginning of period | | 655.0 |
| | (239.2 | ) | | 415.8 |
|
| Cash and cash equivalents at end of period | | 635.8 |
| | (261.4 | ) | | 374.4 |
|
| | | | | | | |
| For the 52 weeks ended January 28, 2012 | | | | | | |
| Changes in operating assets and liabilities: | | | | | | |
| Accounts payable and accrued liabilities | | (104.5 | ) | | 17.1 |
| | (87.4 | ) |
| Net cash flows provided by operating activities | | 624.7 |
| | 17.1 |
| | 641.8 |
|
| Cash and cash equivalents at beginning of period | | 710.8 |
| | (256.3 | ) | | 454.5 |
|
| Cash and cash equivalents at end of period | | 655.0 |
| | (239.2 | ) | | 415.8 |
|
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. Changes in the estimates and assumptions used by us could have a significant impact on our financial results. Actual results could differ from those estimates.
Cash and Cash Equivalents
We consider all short-term, highly-liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Our cash and cash equivalents are carried at cost, which approximates market value, and consist primarily of time deposits with highly rated commercial banks. From time to time depending upon interest rates, credit worthiness and other factors, we invest in money market investment funds holding direct U.S. Treasury obligations.
Restricted Cash
We consider bank deposits serving as collateral for bank guarantees issued on behalf of our foreign subsidiaries as restricted cash, which is included in other noncurrent assets in our consolidated balance sheets. Our restricted cash was $16.4$9.7 million and $13.4$12.7 million as of February 1, 2014January 30, 2016 and February 2, 2013,January 31, 2015, respectively.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Merchandise Inventories
Our merchandise inventories are carried at the lower of cost or market generally using the average cost method. Under the average cost method, as new product is received from vendors, its current cost is added to the existing cost of product on-hand and this amount is re-averaged over the cumulative units. Pre-owned video game products traded in by customers are recorded as inventory at the amount of the store credit given to the customer. In valuing inventory, weWe are required to make assumptions regarding the necessity of reserves requiredadjustments to value potentially obsoleteinventory to reflect potential obsolescence or over-valued items at the lowerover-valuation as a result of cost orexceeding market. WeIn valuing inventory, we consider quantities on hand, recent sales, potential price protections, and returns to vendors amongand other factors, when making these assumptions.factors.
Our ability to assess these factors is dependent upon our ability to forecast customer demand and to provide a well-balanced merchandise assortment. Inventory is adjusted based on anticipated physical inventory losses or shrinkage and actual losses resulting from periodic physical inventory counts. Inventory reserves as of February 1, 2014January 30, 2016 and February 2, 2013January 31, 2015 were $76.5$61.5 million and $83.8$69.3 million, respectively.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation on furniture, fixtures and equipment is computed using the straight-line method over their estimated useful lives ranging from two to ten years. Maintenance and repairs are expensed as incurred, while betterments and major remodeling costs are capitalized. Leasehold improvements are capitalized and amortized over the shorter of their estimated useful lives or the terms of the respective leases, including option periods in which the exercise of the option is reasonably assured (generally ranging from three to ten years). Costs incurred in purchasing management information systems are capitalized and included in property and equipment. These costs are amortized over their estimated useful lives from the date the systems become operational. Our total depreciation expense was $152.9$144.9 million, $163.1$144.5 million and $172.2$152.9 million during fiscal 2013,2015, fiscal 20122014 and fiscal 2011,2013, respectively.
We periodically review our property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. We assess recoverability based on several factors, including our intention with respect to our stores and those stores’ projected undiscounted cash flows. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. We recorded impairment losses of $18.5$4.6 million, $8.8$2.2 million and $11.2$18.5 million in fiscal 2013,2015, fiscal 20122014 and fiscal 2011,2013, respectively. See Note 2, "Asset Impairments," for further information regarding our asset impairment charges.
Goodwill & Intangible Assets
Goodwill represents the excess purchase price over net identifiable assets acquired. Our management is required to evaluateSee Note 9, "Goodwill and Intangible Assets," for additional information regarding our accounting policies for goodwill and other intangible assets not subject to amortization for impairment at least annually. This annual testassets.
Revenue Recognition
We recognize revenue when the sales price is completed asfixed or determinable, collection is reasonably assured and the customer takes possession of the beginningmerchandise, or in the case of commissions, when the fourth quarter each fiscal year or when circumstances indicate the carrying value of the goodwill or other intangible assets might be impaired. Goodwillcommission-generating activity has been assigned to reporting units for the purpose of impairment testing. We have five operating and reportable segments, including Video Game Brands in the United States, Australia, Canada and Europe, and Technology Brands in the United States, which also define our reporting units based upon the similar economic characteristics of operations within each segment, including the nature of products, product distribution and the type of customer and separate management within those regions.
We estimate the fair value of each reporting unit based on the discounted cash flows of each reporting unit. We use a two-step process to measure any potential goodwill impairment. If the fair value of the reporting unit is higher than its carrying value, then goodwill is not impaired. If the carrying value of the reporting unit is higher than the fair value, then the second step of the goodwill impairment test is needed. The second step compares the implied fair value of the reporting unit’s goodwill with its carrying amount. The implied fair value of goodwill is determined in step two of the goodwill impairment test by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation used in a business combination and the residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of its goodwill, then an impairment loss is recognized in the amount of the excess.
During the third quarter of fiscal 2012, our management determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment test. As a result of the interim goodwill impairment test, we recorded non-cash, non-tax deductible goodwill impairments for the third quarter of fiscal 2012 of $107.1 million, $100.3 million and $419.6 million in our Australia, Canada and Europe reporting units, respectively, to reduce the carrying value of goodwill.
We completed the annual impairment test of goodwill as of the first day of the fourth quarter of fiscal 2011, fiscal 2012 and fiscal 2013 and concluded that none of our goodwill was impaired. For the fiscal 2013 annual impairment test, Technology Brands was excluded since it commenced operations during the fourth quarter and therefore was not a reporting unit subject to assessment as of our annual testing date. For our United States, Canada and Australia reporting units, the calculated fair value of each of these reporting units exceeded their carrying values by more than 20% and the calculated fair value of our Europe reporting unit exceeded its carrying value by more than 10%. For fiscal 2013, there was a $10.2 million goodwill write-off in the United States Video Game Brands segment as a result of abandoning our investment in Spawn Labs. For fiscal 2011, there was a $3.3 million goodwill write-off in the United States Video Game Brands segment as a result of the exiting of a non-core business. Note 9 provides additional information concerning the changes in goodwill for the consolidated financial statements presented.
Other Intangible Assets
Other intangible assets consist primarily of trade names, leasehold rights, advertising relationships, dealer agreements and amounts attributed to favorable leasehold interests recorded as a result of business acquisitions. Intangible assets are recorded apart from goodwill if they arise from a contractual right and are capable of being separated from the entity and sold, transferred, licensed, rented or exchanged individually. The estimated useful life and amortization methodology of intangible assets are
determined based on the period in which they are expected to contribute directly to cash flows. Intangible assets that are determined to have a definite life are amortized over that period. Leasehold rights which were recorded as a result of the purchase of SFMI Micromania SAS (“Micromania”) represent the value of rights of tenancy under commercial property leases for properties located in France. Rights pertaining to individual leases can be sold by us to a new tenant or recovered by us from the landlord if the exercise of the automatic right of renewal is refused. Leasehold rights are amortized on a straight-line basis over the expected lease term not to exceed 20 years, with no residual value. Advertising relationships, which were recorded as a result of digital acquisitions, are relationships with existing advertisers who pay to place ads on our digital Web sites and are amortized on a straight-line basis over 10 years. Favorable leasehold interests represent the value of the contractual monthly rental payments that are less than the current market rent at stores acquired as part of the Micromania acquisition or the EB merger. Favorable leasehold interests are amortized on a straight-line basis over their remaining lease term with no expected residual value.
Intangible assets that are determined to have an indefinite life are not amortized, but are required to be evaluated at least annually for impairment. Trade names which were recorded as a result of acquisitions, primarily Micromania, are considered indefinite-lived intangible assets as they are expected to contribute to cash flows indefinitely and are not subject to amortization, but are subject to annual impairment testing. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value as determined by its discounted cash flows, such individual indefinite-lived intangible asset is written down by the amount of the excess.
During the third quarter of fiscal 2012, our management determined that sufficient indicators of potential impairment existed to require an interim impairment test of our Micromania trade name. As a result of the interim impairment test of the Micromania trade name, we recorded a $44.9 million impairment charge during the third quarter of fiscal 2012. We completed the annual impairment tests of indefinite-lived intangible assets as of the first day of the fourth quarter of fiscal 2013 and fiscal 2012 and concluded that none of our intangible assets were impaired. We completed the annual impairment test of indefinite-lived intangible assets as of the first day of the fourth quarter of fiscal 2011 and concluded that the Micromania trade name was impaired due to revenue forecasts that had declined since the initial valuation. As a result, we recorded a $37.8 million impairment charge for fiscal 2011. The impairment charges are recorded in asset impairments and restructuring charges in our consolidated statements of operations and are recorded in the Europe segment. See Note 9.
Revenue Recognitionperformed.
Revenue from the sales of our products is recognized at the time of sale, net of sales discounts and net of an estimated sales return reserve, based on historical return rates, with a corresponding reduction in cost of sales. Our sales return policy is generally limited to less than 30 days or less and as such our sales returns are, and historically have historically been, immaterial.
The sales of pre-owned video game products are recorded at the retail price charged to the customer. Advertising revenues for Game Informer are recorded upon release of magazines for sale to consumers. Subscription revenues for our PowerUp Rewards loyalty program and magazines are recognized on a straight-line basis over the subscription period. Revenue from the sales of product replacement plans is recognized on a straight-line basis over the coverage period. TheCustomer liabilities and other deferred revenues for our PowerUp Rewards loyalty program, gift cards, customer credits, magazines and product replacement plans are included in accrued liabilities (see Note 8)8, "Accrued Liabilities"). Gift cards sold to customers are recognized as a liability on the consolidated balance sheet until redeemed or until a reasonable point at which breakage related to non-redemption can be recognized.
We also sell a variety of digital products which generally allow consumers to download software or play games on the internet. Certain of these products do not require us to purchase inventory or take physical possession of, or take title to, inventory. When purchasing these products from us, consumers pay a retail price and we earn a commission based on a percentage of the retail sale as negotiated with the product publisher. We recognize these commissions as revenue onat the time of sale of these digital products.
Our Spring Mobile business earns commission revenue as an AT&T authorized dealer related to the activation of new wireless customers, the activation of enhanced or upgraded features on existing wireless customer plans and certain other commission incentive opportunities that may be offered to us by AT&T. We have determined that we are not deemed the obligor on the underlying
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
wireless services contracts that give rise to this commission revenue; therefore, commission revenue is recognized at the point at which the commission-generating activity has been performed, which is generally driven by customer activation. Commissions are recognized net of an allowance for chargebacks from AT&T for estimated customer cancellations, which is periodically assessed and adjusted to reflect historical cancellation experience.
Revenues do not include sales taxes or other taxes collected from customers.
Cost of Sales and Selling, General and Administrative Expenses Classification
The classification of cost of sales and selling, general and administrative expenses varies across the retail industry. We include purchasing, receiving and distribution costs in selling, general and administrative expenses rather than cost of goods sold, in the consolidated statements of operations. For the 52 weeks ended February 1, 2014,January 30, 2016, the 5352 weeks ended February 2, 2013January 31, 2015 and the 52 weeks ended January 28, 2012,February 1, 2014, these purchasing, receiving and distribution costs amounted to $62.9 million, $50.3 million and $56.4 million, $58.8 million and $61.7 million, respectively.
We include processing fees associated with purchases made by check and credit cards in cost of sales rather than selling, general and administrative expenses, in the consolidated statements of operations. For the 52 weeks ended February 1, 2014,January 30, 2016, the 5352 weeks ended February 2, 2013January 31, 2015 and the 52 weeks ended January 28, 2012,February 1, 2014, these processing fees amounted to $80.3 million, $66.4 million and $61.5 million, $54.2 million and $65.1 million, respectively.
Customer Liabilities
We establish a liability upon the issuance of merchandise credits and the sale of gift cards. Revenue is subsequently recognized when the credits and gift cards are redeemed. In addition, breakage is recognized quarterly on unused customer liabilities older than two years to the extent that our management believes the likelihood of redemption by the customer is remote, based on historical redemption patterns. Breakage has historically been immaterial. To the extent that future redemption patterns differ from those historically experienced, there will be variations in the recorded breakage. Breakage is recorded in cost of sales in our consolidated statements of operations.
Advertising Expenses
We expense advertising costs for television, newspapers and other media when the advertising takes place. Advertising expenses for television, newspapersthe 52 weeks ended January 30, 2016, the 52 weeks ended January 31, 2015 and other media during the 52 weeks ended February 1, 2014 the 53 weeks ended February 2, 2013 and the 52 weeks ended January 28, 2012 were $57.8$66.6 million, $63.9$64.1 million and $65.0$57.8 million, respectively.
Loyalty Expenses
TheOur PowerUp Rewards loyalty program introduced in May 2010, allows enrolled members to earn points on purchases that can be redeemed for rewards that include discounts or merchandise. We estimate the net cost of the rewards that will be issued and redeemed and record this cost and the associated balance sheet reserveliability as points are accumulated by loyalty program members. The two primary estimates utilized to record the balance sheet reserveliability for loyalty points earned by members are the estimated redemption rate and the estimated weighted-average cost per point redeemed. Our management uses historical redemption rates experienced under the loyalty program as a basis to estimate the ultimate redemption rate of points earned. A weighted-average cost per point redeemed is used to estimate future redemption costs. The weighted-average cost per point redeemed is based on our most recent actual costs incurred to fulfill points that have been redeemed by our loyalty program members and is adjusted as appropriate for recent changes in redemption costs, including the mix of rewards redeemed. We continually evaluate our reserve methodology and assumptions based on developments in redemption patterns, cost per point redeemed and other factors. Changes in the ultimate redemption rate and weighted-average cost per point redeemed have the effect of either increasing or decreasing the reserveliability through the current period provision by an amount estimated to cover the cost of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period.
Historically, the cost was recognized in selling, general and administrative expenses and the associated liability was included in accrued liabilities. However, in the fourth quarter of 2013, we determined that the net cost of the rewards that will be issued and redeemed would be better presented as cost of sales. The cost of administering the loyalty program, including program administration fees, program communications and cost of loyalty cards, will continue to be recognized in selling, general and administrative expenses. The cost of free or discounted productsproduct is recognized in cost of sales for the 52 weeks ended February 1, 2014 was $18.2 million. The cost of free or discounted products for the 53 weeks ended February 2, 2013 and the 52 weeks ended January 28, 2012 was $31.2 million and $37.8 million, respectively, all of which was recordedassociated liability is included in selling, general and administrative expenses as discussed above.accrued liabilities. The reserve is released when loyalty program members redeem their respective points and the corresponding rewards are recorded to cost of goods sold in the period of redemption. The cost of administering the loyalty program, including program administration fees, program communications and cost of loyalty cards, is recognized in selling, general and administrative expenses.
Income Taxes
Income tax expense includes federal, state, local and international income taxes. Income taxes are accounted for utilizing an asset and liability approach and deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the financial reporting basis and the tax basis of existing assets and liabilities using enacted tax rates. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets to the
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
amount that will more likely than not be realized. In accordance with GAAP, we maintain liabilities for uncertain tax positions until examination of the tax year is completed by the applicable taxing authority, available review periods expire or additional facts and circumstances cause us to change our assessment of the appropriate accrual amount (seeamount. See Note 13).13, "Income Taxes," for additional information.
We plan on permanently reinvesting our undistributed foreign earnings outside the United States. Where foreign earnings are permanently reinvested, no provision for federal income or foreign withholding taxes is made. Should we have undistributed foreign earnings that are not permanently reinvested, United States income tax expense and foreign withholding taxes will be provided for at the time the earnings are generated.
Lease Accounting
We lease retail stores, warehouse facilities, office space and equipment. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2034 with various renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for minimum and, in some cases, percentage rentals and require us to pay all insurance, taxes and other maintenance costs. Leases with step rent provisions, escalation clauses or other lease concessions
are accounted for on a straight-line basis over the lease term, which includes renewal option periods when we are reasonably assured of exercising the renewal options and includes “rent holidays” (periods in which we are not obligated to pay rent). Cash or lease incentives received upon entering into certain store leases (“tenant improvement allowances”) are recognized on a straight-line basis as a reduction to rent expense over the lease term, which includes renewal option periods when we are reasonably assured of exercising the renewal options. We record the unamortized portion of tenant improvement allowances as a part of deferred rent. We do not have leases with capital improvement funding. Percentage rentals are based on sales performance in excess of specified minimums at various stores and are accounted for in the period in which the amount of percentage rentals can be accurately estimated.
Foreign Currency Translation
WeGenerally, we have determined that the functional currencies of our foreign subsidiaries are the subsidiaries’ local currencies. The assets and liabilities of the subsidiaries are translated at the applicable exchange rate as of the end of the balance sheet date and revenue and expenses are translated at an average rate over the period. Currency translation adjustments are recorded as a component of other comprehensive income. Transaction and derivative net gains (losses) are included in selling, general and administrative expenses and were $3.3$1.6 million, $2.5 million and $(0.6)3.3 million for the 52 weeks ended January 30, 2016, the 52 weeks ended January 31, 2015 and the 52 weeks ended February 1, 2014, the 53 weeks ended February 2, 2013 and the 52 weeks ended January 28, 2012, respectively. The foreign currency transaction gains and losses are primarily due to the decrease or increase in the value of the U.S. dollar compared to the functional currencies of the countries in which we operate internationally. The foreign currency transaction gains and (losses) are primarily due to fluctuations in the value of the U.S. dollar compared to the Australian dollar, Canadian dollar and euro.
We use forward exchange contracts, foreign currency options and cross-currency swaps (together, the “foreign currency contracts”) to manage currency risk primarily related to foreign-currency denominated intercompany loans denominated in non-functional currenciesassets and liabilities and certain other foreign currency assets and liabilities. These foreign currency contracts are not designated as hedges and, therefore, changes in the fair values of these derivatives are recognized in earnings, thereby offsetting the current earnings effect of the re-measurement of related intercompany loans and foreign currency assets and liabilities (seeliabilities. See Note 6).6, "Fair Value Measurements and Financial Instruments," for additional information regarding our foreign currency contracts.
New Accounting Pronouncements
In July 2013,March 2016, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update (“ASU”("ASU") No. 2016-08, Revenue from Contracts with Customers. The standard addresses the implementation guidance on principal versus agent considerations in the new revenue recognition standard. The ASU clarifies how an entity should identify the unit of accounting (i.e. the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2017, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products. The standard specifies how prepaid stored-value product liabilities should be derecognized, thereby eliminating the current and potential future diversity in practice. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The standard amends the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will now be required to classify all deferred tax assets and liabilities as noncurrent. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. The Company early adopted this standard during the fourth quarter of fiscal 2015, utilizing prospective application as permitted. As such, certain prior period amounts have not been retrospectively adjusted to conform to the current presentation.
In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. Under this standard, an acquirer in a business combination must recognize measurement-period adjustments during the period in which the acquirer determines the amounts, including the effect on earnings of any amounts the acquirer would have recorded in previous periods if the accounting had been completed at the acquisition date, as opposed to retrospectively. This guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We do not anticipate that adoption of this standard will have a material impact to our consolidated financial statements.
In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest. The ASU is effective immediately and clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We do not anticipate that adoption of this standard will have a material impact to our consolidated financial statements.
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. This standard changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the impact that adoption of this standard will have on our consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. This standard requires that debt issuance costs related to the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The ASU requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, torecognized debt liability be presented in the financial statements as either a reduction to a deferred tax asset or separatelybalance sheet as a direct deduction from the carrying amount of that debt liability, depending on the existence, availability and/or use of an operating loss carryforward, a similar tax loss, or a tax credit carryforward.consistent with debt discounts. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015, with early application permitted. This ASUstandard will be effective for us beginning the first quarter of 2014. Weapplied retrospectively, and we do not expect the adoption of this standard to materially impact our consolidated financial statements.
In February 2015 the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, which is effective for annual reporting periods beginning on or after December 15, 2015, with early adoption permitted. The standard amends both the variable interest entity and voting interest entity consolidation models and requires companies to reassess whether certain entities should be consolidated. We are currently evaluating the impact that this ASUstandard will have on our consolidated financial statements.
In May 2014, as part of its ongoing efforts to assist in the convergence of U.S. GAAP and International Financial Reporting Standards (“IFRS”), the FASB issued ASU 2014-09 related to revenue recognition. The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The ASU provides alternative methods of initial adoption and is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year making it effective for annual reporting periods beginning on or after December 15, 2017 while also providing for early adoption as of the original effective date. We anticipate that the standard will affect the way that we recognize gift card breakage and liabilities for our customer incentives. We are currently continuing to evaluate the impact that this standard will have on our consolidated financial statements as we currently do not have any unrecognized tax benefits inwell as the same jurisdictions in which we have tax loss or credit carryovers.appropriate method of adoption.
In March 2013,April 2014, the FASB issued an ASU providing guidance with respect2014-08 related to the releasereporting discontinued operations and disclosures of cumulative translation adjustments into net income when a parent company sells either a part or alldisposals of components of an investment inentity. Specifically, the ASU amends the definition of a foreign entity. The ASUdiscontinued operation, expands disclosure requirements for transactions that meet the definition of a discontinued operation and requires the release of cumulative translation adjustments when a company no longer holds a controlling financial interest in a foreign subsidiary or a group of assets that constitutes a business within a foreign entity. This ASU will be effective for us beginning the first quarter of 2014. We are evaluating the effect of this ASU, but do not expect itentities to have a significant impact on our Consolidated Financial Statements.
In February 2013, the FASB issued an ASU related to the reporting and disclosure of amounts reclassified out of accumulated other comprehensive income by component. An entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that providedisclose additional detailinformation about those amounts. This ASU was effective for our annual and interim periods beginning in fiscal 2013. The ASU had no effect on our consolidated financial statements as we have a single component of other comprehensive income, currency translation adjustments, which is not reclassified to net income.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
individually significant components that are disposed of or held for sale and do not qualify as discontinued operations. Additionally, entities will be required to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position and to separately present certain information related to the operating and investing cash flows of the discontinued operation, for all comparative periods, in the statement of cash flows. The ASU became effective for us beginning in the first quarter of our fiscal year ending January 30, 2016 and will be adopted on a prospective basis for all disposals (except disposals classified as held for sale prior to the adoption date) or components initially classified as held for sale in periods beginning on or after the adoption date, with early adoption permitted. The implementation of this standard will not have a material impact on our consolidated financial statements.
|
| |
| 2. | Asset Impairments and Restructuring Charges |
Fiscal 20132015
We recognized impairment charges of $9.0$4.6 million in fiscal 20132015 related to our evaluation of store property, equipment and other assets in situations where the asset’s carrying value was not expected to be recovered by its future cash flows over its remaining useful life.
A summary of our asset impairment charges, by reportable segment, for the 52 weeks ended January 30, 2016 is as follows:
|
| | | | | | | | | | | | | | | | |
| | | United States | | Europe | | Technology Brands | | Total |
| | | (In millions) |
| Impairments of intangible assets | | $ | — |
| | $ | 0.2 |
| | $ | — |
| | $ | 0.2 |
|
| Impairments of property, equipment and other assets - store impairments | | $ | 2.8 |
| | $ | 0.6 |
| | $ | 1.0 |
| | $ | 4.4 |
|
| Total | | $ | 2.8 |
| | $ | 0.8 |
| | $ | 1.0 |
| | $ | 4.6 |
|
There were no asset impairment charges in our Canada or Australia Video Game Brands segments during the 52 weeks ended January 30, 2016.
Fiscal 2014
We used a discounted cash flow methodrecognized impairment charges of $2.2 million in fiscal 2014 related to estimateour evaluation of intangible assets and store property, equipment and other assets in situations where the presentasset’s carrying value of netwas not expected to be recovered by its future cash flows thatover its remaining useful life.
A summary of our asset impairment charges, by reportable segment, for the fixed52 weeks ended January 31, 2015 is as follows:
|
| | | | | | | | | | | | | | | | |
| | | United States | | Canada | | Europe | | Total |
| | | (In millions) |
| Impairments of intangible assets | | $ | — |
| | $ | — |
| | $ | 0.3 |
| | $ | 0.3 |
|
| Impairments of property, equipment and other assets - store impairments | | 0.6 |
| | 0.4 |
| | 0.9 |
| | 1.9 |
|
| Total | | $ | 0.6 |
| | $ | 0.4 |
| | $ | 1.2 |
| | $ | 2.2 |
|
There were no asset impairment charges in our Australia Video Game Brands or fixed asset group isTechnology Brands segments during the 52 weeks ended January 31, 2015.
Fiscal 2013
We recognized impairment charges of $9.0 million in fiscal 2013 related to our evaluation of store property, equipment and other assets in situations where the asset's carrying value was not expected to generate in determiningbe recovered by its fair value. The key inputs to the discountedfuture cash flow model generally included our forecasts of net cash generated from revenue, expenses and other significant cash outflows, such as capital expenditures, as well as an appropriate discount rate.
flows over its remaining useful life. Additionally, we made a decision during the fourth quarter of fiscal 2013 to abandon our Spawn Labs business and related technology assets. As a result of this decision, we recorded impairment charges of $2.1 million related to other intangible assets and $7.4 million related to certain technology assets in connection with the exit of the Spawn Labs business, which are reflected in the asset impairments and restructuring charges line item in our consolidated statements of operations. Additionally, becauseBecause we never integrated Spawn Labs into our United States Video Game Brands reporting unit, our decision to exit this business triggered an interim impairment
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
test that resulted in a goodwill impairment charge of $10.2 million, which is reflected in the goodwill impairments line item in our consolidated statements of operations. See Note 9, "Goodwill and Intangible Assets," for further information associated with the goodwill impairment.
A summary of our asset impairment charges, by reportable segment, for the 52 weeks ended February 1, 2014 is as follows:
| |
| | United States Video Game Brands | | Europe Video Game Brands | | Total | | United States | | Europe | | Total |
| | | (In millions) | | |
| Goodwill impairments | | $ | 10.2 |
| | $ | — |
| | $ | 10.2 |
| |
| Goodwill impairment | | | $ | 10.2 |
| | $ | — |
| | $ | 10.2 |
|
| Impairment of intangible assets | | 2.1 |
| | — |
| | 2.1 |
| | 2.1 |
| | — |
| | 2.1 |
|
| Impairment of technology assets | | 7.4 |
| | — |
| | 7.4 |
| | 7.4 |
| | — |
| | 7.4 |
|
| Impairments of property, equipment and other assets - store impairments | | 4.3 |
| | 4.7 |
| | 9.0 |
| | 4.3 |
| | 4.7 |
| | 9.0 |
|
| Total | | $ | 24.0 |
| | $ | 4.7 |
| | $ | 28.7 |
| | $ | 24.0 |
| | $ | 4.7 |
| | $ | 28.7 |
|
There were no restructuringasset impairment charges forin our Canada or Australia Video Game Brands or Technology Brands segments during the 52 weeks ended February 1, 2014, and we did not have any amounts accrued for termination benefits as of February 1, 2014. An immaterial amount of termination benefits related to our restructuring initiatives was recorded within accrued liabilities in our consolidated balance sheet as of February 2, 2013, all of which was paid during fiscal 2013.
Fiscal 2012
During the third quarter of fiscal 2012, we recorded a $44.9 million impairment charge as a result of our interim impairment test of our Micromania trade name, which is described more fully in Note 9. The fair value of the Micromania trade name was calculated using a relief-from-royalty approach, which assumes the fair value of the trade name is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the trade name and instead licensed the trade name from another company.
In fiscal 2012, we also recorded impairments of finite-lived assets of $8.8 million consisting primarily of the remaining net book value of assets for stores we are in the process of closing or that we have determined will not have sufficient cash flow on an undiscounted basis to cover the remaining net book value of assets recorded for that store.
A summary of our asset impairment charges, by reportable segment, for the 53 weeks ended February 2, 2013 is as follows:
|
| | | | | | | | | | | | | | | | | | | | |
| | | United States Video Game Brands | | Canada Video Game Brands | | Australia Video Game Brands | | Europe Video Game Brands | | Total |
| | | (In millions) |
| Goodwill impairments | | $ | — |
| | $ | 100.3 |
| | $ | 107.1 |
| | $ | 419.6 |
| | $ | 627.0 |
|
| Impairment of intangible assets | | — |
| | — |
| | — |
| | 44.9 |
| | 44.9 |
|
| Impairments of property, equipment and other assets - store impairments | | 5.7 |
| | 0.4 |
| | 0.2 |
| | 2.5 |
| | 8.8 |
|
| Total | | $ | 5.7 |
| | $ | 100.7 |
| | $ | 107.3 |
| | $ | 467.0 |
| | $ | 680.7 |
|
There were no restructuring charges during the fiscal year ended February 2, 2013.
Fiscal 2011
In the fourth quarter of fiscal 2011, we recorded total asset impairments and restructuring charges of $81.2 million, of which $37.8 million was recorded as a result of the annual impairment test of our Micromania trade name. The fair value of the Micromania trade name was calculated using a relief-from-royalty approach. See Note 9 for further information regarding the trade name impairment. In addition, $22.7 million was recorded related to the impairment of investments in non-core businesses, primarily a small retail movie chain of stores owned by us until fiscal 2011. We also incurred restructuring charges in the fourth quarter of fiscal 2011 related to the exit of certain markets in Europe and the closure of underperforming stores in the international segments, as well as the consolidation of European home office sites and back-office functions. These restructuring charges were a result of our management’s plan to rationalize the international store base and improve profitability. In addition, we recognized impairment charges related to our evaluation of store property, equipment and other assets in situations where the asset’s carrying value was not expected to be recovered by its future cash flows over its remaining useful life.
A summary of our asset impairments and restructuring charges, by reportable segment, for the 52 weeks ended January 28, 2012 is as follows:
|
| | | | | | | | | | | | | | | | | | | | |
| | | United States Video Game Brands | | Canada Video Game Brands | | Australia Video Game Brands | | Europe Video Game Brands | | Total |
| | | (In millions) |
| Impairment of intangible assets | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 37.8 |
| | $ | 37.8 |
|
| Impairment of investments in non-core businesses | | 22.7 |
| | — |
| | — |
| | — |
| | 22.7 |
|
| Impairments of property, equipment and other assets - store impairments | | 3.2 |
| | 1.1 |
| | 0.5 |
| | 6.4 |
| | 11.2 |
|
| Termination benefits | | 3.0 |
| | 0.2 |
| | — |
| | 2.4 |
| | 5.6 |
|
| Facility closure and other costs | | — |
| | — |
| | 0.1 |
| | 3.8 |
| | 3.9 |
|
| Total | | $ | 28.9 |
| | $ | 1.3 |
| | $ | 0.6 |
| | $ | 50.4 |
| | $ | 81.2 |
|
|
| |
| 3. | Acquisitions and Divestitures |
Acquisitions
Fiscal 2015
United States Video Game Brands. On July 17, 2015, we purchased Geeknet, Inc. ("Geeknet") an online and wholesale retailer that sells collectibles, apparel, gadgets, electronics, toys and other retail products for technology enthusiasts and general consumers under the name ThinkGeek through the www.thinkgeek.com website and certain exclusive products to wholesale channel customers. The addition of Geeknet provides an expansion of our global omnichannel platform and enables us to broaden our product offering in the collectibles category and deepen relationships with our existing customer base.
Total consideration was $126.0 million, net of $13.9 million of cash acquired. The following table summarizes our allocation of the consideration and the respective fair values of the assets acquired and liabilities assumed in the Geeknet acquisition as of the purchase date:
|
| | | | |
| Receivables, net | | $ | 6.9 |
|
| Merchandise inventories, net | | 25.6 |
|
| Prepaid expenses and other current assets | | 12.5 |
|
| Fixtures and equipment | | 0.9 |
|
| Deferred income taxes | | 2.8 |
|
| Other non-current assets | | 0.1 |
|
| Goodwill | | 52.2 |
|
| Other intangible assets, net | | 33.4 |
|
| Total assets acquired | | 134.4 |
|
| | | |
| Accounts payable | | 3.6 |
|
| Accrued liabilities | | 17.3 |
|
| Deferred income taxes | | (12.6 | ) |
| Other long-term liabilities | | 0.1 |
|
| Total liabilities assumed | | 8.4 |
|
| | | |
| Net assets acquired | | $ | 126.0 |
|
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The goodwill of $52.2 million resulting from the acquisition is not deductible for tax purposes and represents the value we paid for the knowledge and expertise of, and established presence in, the collectibles market. The operating results of Geeknet have been included in our consolidated financial statements beginning on the closing date of July 17, 2015 and are reported in our United States Video Game Brands segment. The pro forma effect assuming this acquisition was made at the beginning of the earliest period presented herein is not material to our consolidated financial statements. As of January 30, 2016, we completed the final fair value assignments and analysis of certain matters primarily related to the valuation of deferred income taxes.
Technology Brands. During the 52 weeks ended January 30, 2016, in connection with the continued expansion of our Technology Brands segment, Spring Mobile completed acquisitions of certain AT&T resellers and Simply Mac completed an acquisition of an authorized Apple retailer for a total combined consideration of $141.5 million (net of cash acquired). We recorded $46.3 million of goodwill and $76.6 million of other intangible assets related to these acquisitions. The operating results of these acquisitions are included in our consolidated financial statements beginning on the respective closing dates of each acquisition and are reported in our Technology Brands segment. The pro forma effect assuming these acquisitions were made at the beginning of the earliest period presented herein is not material to our consolidated financial statements. As of January 30, 2016, we had not completed the final fair value assignments related to these acquisitions and continue to analyze certain matters related to the valuation of intangible assets and deferred income taxes.
We continue to believe that our Spring Mobile and Simply Mac businesses represent important strategic growth opportunities for us within the specialty retail marketplace and also provide avenues for diversification relative to our core operations in the video game retail marketplace.
Fiscal 2014
Technology Brands. During the 52 weeks ended January 31, 2015, in connection with the continued expansion of our Technology Brands business, Spring Mobile completed acquisitions of certain AT&T resellers and Simply Mac completed acquisitions of certain authorized Apple retailers for total consideration of $93.3 million ($89.7 million net of cash acquired). We recorded indefinite-lived intangible assets of $76.8 million and goodwill of $4.5 million related to these acquisitions. The operating results of these acquisitions are included in our consolidated financial statements beginning on the respective closing dates of each acquisition and are reported in our Technology Brands segment. The pro forma effect assuming these acquisitions were made at the beginning of each fiscal year presented herein is not material to our consolidated financial statements.
Fiscal 2013 Acquisition Activity
Simply Mac --Mac. In October 2012, we acquired a minority equity ownership interest in Simply Mac, which operates Apple specialist retail stores in Utah and Wyoming. The original equity investment was structured with an option whereby we could acquire the remaining ownership interest in Simply Mac's equity for a pre-negotiated price at a future point in time. Pursuant to this arrangement, in November 2013, we acquired the remaining 50.1% interest in Simply Mac for a purchase price of $9.5 million.
Spring Mobile --Mobile. In November 2013, we purchased Spring Communications, Inc. ("Spring Mobile"Mobile," or "Spring"), a wireless retailer, for a purchase price of $62.6 million. As shown in the table below, the liabilities assumed in the acquisition included $34.5 million in term loans and a line of credit, of which $31.9 million, including interest, was repaid shortly after the acquisition date.
A summary of theThe fair values of the assets acquired and liabilities assumed in connection with the Spring Mobile acquisition is included in the table below. Wewere determined the fair values based, in part, on a third-party valuation of the net assets acquired, which includes identifiable intangible assets of $39.6 million.valuation.
|
| | | | |
| Assets acquired | |
|
| Current assets | | $ | 19.0 |
|
| Property and equipment | | 8.5 |
|
| Identifiable intangible assets | | 39.6 |
|
| Goodwill | | 50.2 |
|
| Liabilities assumed | |
|
| Current liabilities, excluding current portion of debt | | (11.4 | ) |
| Debt obligations, including current portion | | (34.5 | ) |
| Other long-term liabilities | | (8.8 | ) |
| Total purchase price | | $ | 62.6 |
|
The excess of the net purchase price over the fair value of the net identifiable assets acquired of $50.2 million was recorded as goodwill as illustrated in the table above. The goodwill, which is not deductible for tax purposes, represents a value attributable to the position Spring Mobile holds as a top reseller of AT&T and its position in the marketplace which affords it the ability to acquire smaller retailers and grow its retail network. As of February 1, 2014, we had not completed the final fair value assignments and continue to analyze certain matters primarily related to the valuation of intangible assets.
In connection with our acquisition of Spring Mobile, we assumed a promissory note that Spring Mobile had previously entered into related to its prior purchase of certain wireless stores. The promissory note has a remaining term of approximately two years and had a carrying value of $4.0 million at February 1, 2014.
During the fourth quarter of 2014, Spring Mobile acquired four immaterial AT&T distributors for total consideration of $7.6 million.
We believe that Simply Mac and Spring Mobile represent important strategic growth opportunities for us within the specialty retail marketplace and also provide avenues for diversification relative to our core operations in the video game retail marketplace. The operating results of Simply Mac and Spring Mobile have been included in our consolidated financial statements beginning on the respective closing dates of each acquisition and are reported in our Technology Brands segment. The pro forma effect assuming these acquisitions were made at the beginning of each fiscal year presented herein is not material to our consolidated financial statements.
Acquisition Activity in Divestitures
Fiscal 20122014
GameStop Iberia. In October 2014, we entered into a sale and Fiscal 2011
During fiscal 2012, we completed acquisitions with a total consideration of $1.5 million, with the excesspurchase agreement to transfer certain retail locations and most of the purchase price overinventory owned by our Spain subsidiary, GameStop Iberia, to a local video game specialty retailer. We made the net identifiable assets acquired, in the amountdecision to exit these operations, which were part of $1.5 million recorded as goodwill. During fiscal 2011, we completed acquisitions withour Europe segment, due to continued operating losses and limited market share. These operations were considered immaterial for discontinued operations accounting treatment.
As a total consideration of $30.1 million, with the excessresult of the purchase price over the net identifiable assets acquired,divestiture, we recorded a pre-tax loss in the amount of $26.9 million, recorded as goodwill. We included the results ofcontinuing operations of the acquisitions,$14.8 million during fiscal 2014, primarily related to inventory write-downs, involuntary termination benefits and lease obligations, of which were not material,$7.1 million was recorded in the financial statements beginning on the closing datecost of each respective acquisition. The pro forma effect assuming these acquisitions were made at the beginning of each fiscal year is not material tosales and $7.7 million was recorded in selling, general and administrative expenses in our consolidated financial statements. Note 9 provides additional information concerning goodwill and intangible assets.statements of operations. As of November 1, 2014, we had transferred or otherwise ceased daily operations in all of our stores in Spain.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We and approximately 45most of our largest vendors participate in cooperative advertising programs and other vendor marketing programs in which the vendors provide us with cash consideration in exchange for marketing and advertising the vendors’ products. Our accounting for cooperative advertising arrangements and other vendor marketing programs results in a significant portion of the consideration received from our vendors reducing the product costs in inventory rather than as an offset to our marketing and advertising costs. The consideration serving as a reduction in inventory is recognized in cost of sales as inventory is sold. The amount of vendor allowances to be recorded as a reduction of inventory was determined based on the nature of the consideration received and the merchandise inventory to which the consideration relates. We apply a sell throughsell-through rate to determine the timing in which the consideration should be recognized in cost of sales. Consideration received that relates to video game products that have not yet been released to the public is deferred.deferred as a reduction of inventory.
The cooperative advertising programs and other vendor marketing programs generally cover a period from a few days up to a few weeks and include items such as product catalog advertising, in-store display promotions, Internetinternet advertising, co-op print advertising and other programs. The allowance for each event is negotiated with the vendor and requires specific performance by us to be earned.
For fiscal 2013, we reclassified certain costs from selling, general and administrative expenses to cost of sales related to cash consideration received from our vendors to align those funds with the specific products we sell. Vendor allowances of $208.2 million, $202.4 million and $221.0 million were recorded as a reduction of cost of sales for the 52 week period ended February 1, 2014. For the 53January 30, 2016, 52 week period ended February 2, 2013January 31, 2015, and the 52 week period ended January 28, 2012, vendor allowances recorded as a reduction of costs of sales and selling, general and administrative expenses, were $134.8 million and $90.4 million and $99.0 million and $120.9 million,February 1, 2014, respectively.
|
| |
| 5. | Computation of Net Income (Loss) per Common Share |
Basic net income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted averageweighted-average number of common shares outstanding during the period. Diluted net income per common share is
computed by dividing the net income available to common stockholders by the weighted averageweighted-average number of common shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options and unvested restricted stock outstanding during the period, using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect would be antidilutive. A reconciliation of shares used in calculating basic and diluted net income (loss) per common share is as follows:
|
| | | | | | | | | | | | |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 |
| | | (In millions, except per share data) |
| Net income (loss) attributable to GameStop Corp. | | $ | 354.2 |
| | $ | (269.7 | ) | | $ | 339.9 |
|
| Weighted average common shares outstanding | | 117.2 |
| | 126.4 |
| | 139.9 |
|
| Dilutive effect of options and restricted shares on common stock | | 1.2 |
| | — |
| | 1.1 |
|
| Common shares and dilutive potential common shares | | 118.4 |
| | 126.4 |
| | 141.0 |
|
| Net income (loss) per common share: | | | | | | |
| Basic | | $ | 3.02 |
| | $ | (2.13 | ) | | $ | 2.43 |
|
| Diluted | | $ | 2.99 |
| | $ | (2.13 | ) | | $ | 2.41 |
|
The weighted average outstanding shares of Class A Common Stock for basic and diluted net loss per common share during the 53 weeks ended February 2, 2013 were the same as we incurred a net loss from continuing operations during that period and any effect on loss per share would have been antidilutive. |
| | | | | | | | | | | | |
| | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | (In millions, except per share data) |
| Net income attributable to common stockholders | | $ | 402.8 |
| | $ | 393.1 |
| | $ | 354.2 |
|
| Weighted-average common shares outstanding | | 106.0 |
| | 112.2 |
| | 117.2 |
|
| Dilutive effect of options and restricted shares on common stock | | 0.7 |
| | 1.0 |
| | 1.2 |
|
| Common shares and dilutive potential common shares | | 106.7 |
| | 113.2 |
| | 118.4 |
|
| Net income per common share: | | | | | | |
| Basic | | $ | 3.80 |
| | $ | 3.50 |
| | $ | 3.02 |
|
| Diluted | | $ | 3.78 |
| | $ | 3.47 |
| | $ | 2.99 |
|
The following table contains information on share-based awards of Class A Common Stock which were excluded from the computation of diluted earnings per share because their effects were antidilutive:
|
| | | |
| | | Anti- Dilutive Shares |
| | | (In millions) |
| 52 Weeks Ended January 30, 2016 | | 1.0 |
|
| 52 Weeks Ended January 31, 2015 | | 1.6 |
|
| 52 Weeks Ended February 1, 2014 | | 1.5 |
|
53 Weeks Ended February 2, 2013 | | 3.3 |
|
52 Weeks Ended January 28, 2012 | | 2.5 |
|
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| |
| 6. | Fair Value Measurements and Financial Instruments |
Recurring Fair Value Measurements and Derivative Financial Instruments
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value accounting guidance applies to our foreign currency contracts, life insurance policies we own that have a cash surrender value and certain nonqualified deferred compensation liabilities that are measured at fair value on a recurring basis in periods subsequent to initial recognition.
Fair value accounting guidance requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability reflecting our assumptions about pricing by market participants.
We value our foreign currency contracts, our life insurance policies with cash surrender values and certain nonqualified deferred compensation liabilities based on Level 2 inputs using quotations provided by major market news services, such as Bloomberg and The Wall Street Journal, and industry-standard models that consider various assumptions, including quoted forward prices, time value, volatility factors, and contractual prices for the underlying instruments, as well as other relevant economic measures. When appropriate, valuations are adjusted to reflect credit considerations, generally based on available market evidence.
The following table provides the fair value of our assets and liabilities measured on a recurring basis and recorded on our consolidated balance sheets (in millions):
F-18 |
| | | | | | | | |
| | | January 30, 2016
Level 2 | | January 31, 2015
Level 2 |
| Assets | | | | |
| Foreign currency contracts | | | | |
| Other current assets | | $ | 40.6 |
| | $ | 32.0 |
|
| Other noncurrent assets | | 0.1 |
| | 22.7 |
|
Company-owned life insurance(1) | | 10.1 |
| | 8.7 |
|
| Total assets | | $ | 50.8 |
| | $ | 63.4 |
|
| Liabilities | | | | |
| Foreign currency contracts | | | | |
| Accrued liabilities | | $ | 32.3 |
| | $ | 23.3 |
|
| Other long-term liabilities | | 0.5 |
| | 13.0 |
|
Nonqualified deferred compensation(2) | | 1.1 |
| | 1.2 |
|
| Total liabilities | | $ | 33.9 |
| | $ | 37.5 |
|
|
| | | | | | | | |
| | | February 1, 2014
Level 2 | | February 2, 2013
Level 2 |
| Assets | | | | |
| Foreign currency contracts | | | | |
| Other current assets | | $ | 0.9 |
| | $ | 7.3 |
|
| Other noncurrent assets | | 0.5 |
| | 0.9 |
|
Life insurance policies we own1 | | 7.1 |
| | 3.5 |
|
| Total assets | | $ | 8.5 |
| | $ | 11.7 |
|
| Liabilities | | | | |
| Foreign currency contracts | | | | |
| Accrued liabilities | | $ | 21.3 |
| | $ | 9.1 |
|
| Other long-term liabilities | | 2.2 |
| | 4.4 |
|
Nonqualified deferred compensation2 | | 1.1 |
| | 0.9 |
|
| Total liabilities | | $ | 24.6 |
| | $ | 14.4 |
|
____________________
1(1) Recognized in other non-current assets in our consolidated balance sheets.
2(2) Recognized in accrued liabilities in our consolidated balance sheets.
We use foreign currency contracts, including forward exchange contracts, foreign currency options and cross-currency swaps (together, the “foreign currency contracts”) to manage currency risk primarily related to foreign-currency denominated intercompany loans denominated in non-functional currenciesassets and liabilities and certain other foreign currency assets and liabilities. These foreign currency contracts are not designated as hedges and, therefore, changes in the fair values of these derivatives are recognized in earnings, thereby offsetting the current earnings effect of the re-measurement of related intercompany loans and foreign currency assets and liabilities. The total gross notional value of derivatives related to our foreign currency contracts was $640.6$925.3 million and $669.9$1,128.5 million as of February 1, 2014January 30, 2016 and February 2, 2013,January 31, 2015, respectively.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Activity related to the trading of derivative instruments and the offsetting impact of related intercompany loans and foreign currency assets and liabilities recognized in selling, general and administrative expense is as follows (in millions):
| | | | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| Gains (losses) on the changes in fair value of derivative instruments | | $ | (20.3 | ) | | $ | (19.8 | ) | | $ | 13.5 |
| | $ | (5.2 | ) | | $ | 28.9 |
| | $ | (20.3 | ) |
| Gains (losses) on the re-measurement of related intercompany loans and foreign currency assets and liabilities | | 23.6 |
| | 22.3 |
| | (14.1 | ) | | 6.8 |
| | (26.4 | ) | | 23.6 |
|
| Total | | $ | 3.3 |
| | $ | 2.5 |
| | $ | (0.6 | ) | | $ | 1.6 |
| | $ | 2.5 |
| | $ | 3.3 |
|
We do not use derivative financial instruments for trading or speculative purposes. We are exposed to counterparty credit risk on all of our derivative financial instruments and cash equivalent investments. We manage counterparty risk according to the guidelines and controls established under comprehensive risk management and investment policies. We continuously monitor our counterparty credit risk and utilize a number of different counterparties to minimize our exposure to potential defaults. We do not require collateral under derivative or investment agreements.
Nonrecurring Fair Value Measurements
In addition to assets and liabilities that are recorded at fair value on a recurring basis, we recorded certain assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Assets and liabilities that are measured at fair value on a nonrecurring basis related primarily to our tangiblewrite-downs associated with property and equipment, goodwill and other intangible assets.
$4.4 million of property and equipment impairments and $0.2 million of other intangible asset impairments. During fiscal 2014, we recorded a $2.2 million impairment charge, comprised of $1.9 million of property and equipment impairments and $0.3 million of other intangible asset impairments. During fiscal 2013, we recorded a $28.7 million impairment charge related to assets measured at fair value on a nonrecurring basis, comprised of $16.4 million of property and equipment impairments, $10.2 million of goodwill impairments and $2.1 million of other intangible asset impairments. During fiscal 2012, we recorded a $680.7 million impairment charge related to assets measured at fair value on a nonrecurring basis, comprised of $627 million of goodwill impairments, $44.9 million of trade name impairment and $8.8 million of property and equipment impairments. When recognizing an impairment charge, the carrying value of the asset is reduced to fair value and the difference is recorded within operating earnings in our consolidated statements of operations. The fair value measurements included in the goodwill, trade name and property and equipment impairments were primarily based on significant unobservable inputs (Level 3) developed using company-specific information. These assets were valued using the discounted cash flow method, the relief-from-royalty method and the undiscounted cash flow method. Under these approaches, management made assumptions about key variables including the following unobservable inputs: revenue and cost estimates, discount rates, terminal values, royalty rates, and remaining useful lives. See Note 9, "Goodwill and Intangible Assets," for further information associated with the goodwill and trade name impairments and Note 2, "Asset Impairments," for further information associated with the property and equipment impairments.
Additionally, we recorded the fair value of net assets acquired and liabilities assumed in connection with the Spring Mobileour ThinkGeek acquisition in fiscal 2015 and Simply MacTechnology Brands acquisitions in the fourth quarter of 2013.fiscal 2015 and fiscal 2014. The fair value measurements were primarily based on significant unobservable inputs (Level 3) developed using company-specific information. Certain assets were valued using the income approach, which required discounting projected future cash flows. Under this approach, management made assumptions about key variables including the following unobservable inputs: customer growth rate, attrition rate, revenue and margin estimates, remaining useful lives and royalty rates. In order to calculate the present value of those future cash flows, we discounted cash flow estimates at a rate commensurate with the risk that selected market participants would assign to the cash flows. See Note 3, "Acquisitions and Divestitures," for further information associated with the values recorded in the acquisitions.
Other Fair Value Disclosures
The carrying valuevalues of financial instruments such as cash andour cash equivalents, receivables, net, and accounts payable approximates theirand notes payable approximate the fair value except for differences with respectdue to our senior notes that were outstanding until December 2011. their short-term maturities.
As of January 28, 2012, there were no30, 2016, our unsecured 5.50% senior notes payable.due October 1, 2019 (the "2019 Senior Notes") had a carrying value of $350.0 million and a fair value of $343.9 million. The fair value of the 2019 Senior Notes was determined based on quoted market prices obtained through an external pricing source which derives its price valuations from daily marketplace transactions, with adjustments to reflect the spreads of benchmark bonds, credit risk and certain other variables. We have determined this to be a Level 2 measurement as all significant inputs into the quote provided by our pricing source are observable in active markets.
Receivables consist primarily of bankcard receivables and other receivables. Other receivables include receivables from vendors, primarily related to commissions receivable associated with our Technology Brands businesses, Game Informer magazine advertising customers, receivables from landlords for tenant allowances and receivables from vendors for merchandise returns, vendor marketing allowances and various other programs. An allowance for doubtful accounts has been recorded to reduce receivables to an amount expected to be collectible. Receivables consisted of the following (in millions):
| | | | | February 1, 2014 | | February 2, 2013 | | January 30, 2016 | | January 31, 2015 |
| Bankcard receivables | | $ | 42.6 |
| | $ | 35.9 |
| | $ | 37.7 |
| | $ | 52.9 |
|
| Vendor receivables | | | 119.3 |
| | 50.2 |
|
| Technology brands carrier receivables | | | 24.1 |
| | 11.5 |
|
| Other receivables | | 45.5 |
| | 40.0 |
| | 0.8 |
| | 2.6 |
|
| Allowance for doubtful accounts | | (3.7 | ) | | (2.3 | ) | | (5.4 | ) | | (3.7 | ) |
| Total receivables, net | | $ | 84.4 |
| | $ | 73.6 |
| | $ | 176.5 |
| | $ | 113.5 |
|
Accrued liabilities consisted of the following (in millions):
| | | | | February 1, 2014 | | February 2, 2013 | | January 30, 2016 | | January 31, 2015 |
| Customer liabilities | | $ | 368.8 |
| | $ | 362.8 |
| | $ | 341.6 |
| | $ | 364.3 |
|
| Deferred revenue | | 118.1 |
| | 93.5 |
| | 112.8 |
| | 103.5 |
|
| Employee benefits, compensation and related taxes | | 145.3 |
| | 129.8 |
| | 156.4 |
| | 137.5 |
|
| Checks and transfers yet to be presented for payment from zero balance cash accounts | | | 264.9 |
| | 57.7 |
|
| Other taxes | | 53.5 |
| | 60.5 |
| | 52.9 |
| | 49.9 |
|
| Other accrued liabilities | | 176.0 |
| | 92.3 |
| | 112.4 |
| | 90.7 |
|
| Total accrued liabilities | | $ | 861.7 |
| | $ | 738.9 |
| | $ | 1,041.0 |
| | $ | 803.6 |
|
|
| |
| 9. | Goodwill and Intangible Assets |
Goodwill
The changes in the carrying amount of goodwill, by reportable segment, for the 5352 weeks ended February 2, 2013January 31, 2015 and the 52 weeks ended February 1, 2014January 30, 2016 were as follows:
| | | | | United States | | Canada | | Australia | | Europe | | Technology Brands | Total | | United States | | Canada | | Australia | | Europe | | Technology Brands | | Total |
| | | (In millions) | | (In millions) |
| Balance at January 28, 2012 | | $ | 1,152.0 |
| | $ | 137.4 |
| | $ | 210.0 |
| | $ | 519.6 |
| | $ | — |
| $ | 2,019.0 |
| |
| Balance at February 1, 2014 | | | $ | 1,143.3 |
| | $ | 33.8 |
| | $ | 81.3 |
| | $ | 94.2 |
| | $ | 62.1 |
| | $ | 1,414.7 |
|
| Acquisitions (Note 3) | | 1.5 |
| | — |
| | — |
| | — |
| | — |
| 1.5 |
| | — |
| | — |
| | — |
| | — |
| | 4.5 |
| | 4.5 |
|
| Impairment | | — |
| | (100.3 | ) | | (107.1 | ) | | (419.6 | ) | | — |
| (627.0 | ) | |
| Foreign currency translation adjustment | | — |
| | 0.6 |
| | (6.3 | ) | | (4.7 | ) | | — |
| (10.4 | ) | | — |
| | (4.3 | ) | | (9.2 | ) | | (15.3 | ) | | — |
| | (28.8 | ) |
| Balance at February 2, 2013 | | 1,153.5 |
| | 37.7 |
| | 96.6 |
| | 95.3 |
| | — |
| 1,383.1 |
| |
| Balance at January 31, 2015 | | | 1,143.3 |
| | 29.5 |
| | 72.1 |
| | 78.9 |
| | 66.6 |
| | 1,390.4 |
|
| Acquisitions (Note 3) | | — |
| | — |
| | — |
| | — |
| | 62.1 |
| 62.1 |
| | 52.2 |
| | — |
| | — |
| | — |
| | 46.3 |
| | 98.5 |
|
| Impairment | | (10.2 | ) | | — |
| | — |
| | — |
| | — |
| (10.2 | ) | |
| Foreign currency translation adjustment | | — |
| | (3.9 | ) | | (15.3 | ) | | (1.1 | ) | | — |
| (20.3 | ) | | — |
| | (2.6 | ) | | (6.4 | ) | | (3.2 | ) | | — |
| | (12.2 | ) |
| Balance at February 1, 2014 | | $ | 1,143.3 |
| | $ | 33.8 |
| | $ | 81.3 |
| | $ | 94.2 |
| | $ | 62.1 |
| $ | 1,414.7 |
| |
| Balance at January 30, 2016 | | | $ | 1,195.5 |
| | $ | 26.9 |
| | $ | 65.7 |
| | $ | 75.7 |
| | $ | 112.9 |
| | $ | 1,476.7 |
|
Goodwill represents the excess purchase price over tangible net assets and identifiable intangible assets acquired. Our management is required to evaluate goodwill and other intangible assets not subject to amortization for impairment at least annually. This annual test is completed at the beginning of the fourth quarter of each fiscal year or when circumstances indicate the carrying value of the goodwill or other intangible assets might be impaired. Goodwill has been assigned to reporting units for the purpose of impairment testing. We have five operating segments, including Video Game Brands in the United States, Australia, Canada and Europe, and Technology Brands in the United States, which also define our reporting units based upon the similar economic characteristics of operations within each segment, including the nature of products, product distribution and the type of customer and separate management within those regions.these businesses.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We estimate the fair value of each reporting unit based on the discounted cash flows of each reporting unit. We use a two-step process to measure goodwill impairment. If the fair value of the reporting unit is higher than its carrying value, then goodwill is not impaired. If the carrying value of the reporting unit is higher than the fair value, then the second step of the goodwill impairment test is needed. The second step compares the implied fair value of the reporting unit’s goodwill with its carrying amount. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value, then an impairment loss is recognized in the amount of the excess.
During the third quarter of fiscal 2012, our management determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment test. These indicators included the recent trading prices of our Class A Common Stock and the decrease in our market capitalization below the total amount of stockholders’ equity on our consolidated balance sheet.
To perform step one of the interim goodwill impairment test, we utilized a discounted cash flow method to determine the fair value of reporting units. Our management was required to make significant judgments based on our projected annual business plans, long-term business strategies, comparable store sales, store count, gross margins, operating expenses, working capital needs, capital expenditures and long-term growth rates, all considered in light of current and anticipated economic factors. Discount rates used in the analysis reflect a hypothetical market participant’s weighted average cost of capital, current market rates and the risks associated with the projected cash flows. Terminal growth rates were based on long-term growth rate potential and a long-term inflation forecast. Given the significant decline in our market capitalization during the second quarter of fiscal 2012, we increased the discount rates for each of our reporting units from those used in step one of our fiscal 2011 annual goodwill impairment test to better reflect the market participant’s perceived risk associated with the projected cash flows, which had the effect of decreasing the fair value of each of the reporting units. We also updated its estimated cash flows from those used in step one of the fiscal 2011 annual goodwill impairment test to reflect the most recent strategic forecast, which resulted in, among other things, a decrease in the projected growth rates in store count and modifications to the projected growth rates in same-store sales.
Upon completion of step one of the interim goodwill impairment test, our management determined that the fair values of its Australia, Canada and Europe reporting units were below their carrying values and, as a result, conducted step two of the interim goodwill impairment test to determine the implied fair value of goodwill for the Australia, Canada and Europe reporting units. The calculated fair value of the United States reporting unit significantly exceeded its carrying value. Therefore, step two of the interim goodwill impairment test was not required for the United States reporting unit.
The implied fair value of goodwill is determined in step two2 of the goodwill impairment test by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation used in a business combination and thecombination. Any residual fair value after this allocation isrepresents the implied fair value of the reporting unit’sunit's goodwill. InIf the process of conducting the second stepcarrying amount of the reporting unit’s goodwill impairment test, we identified intangible assets consisting of trade names in our Australia, Canada and Europe reporting
units. Additionally, we identified hypothetical unrecognized fair value changes to merchandise inventories, property and equipment, unfavorable leasehold interests and deferred income taxes. The combination of these hypothetical unrecognized intangible assets and other hypothetical unrecognized fair value changes toexceeds the carrying values of other assets and liabilities, together with the lower reporting unit fair values calculated in step one, resulted in an implied fair value, then an impairment loss is recognized in the amount of goodwill below the carrying valueexcess.
We completed the annual impairment test of goodwill for fiscal 2015 as of the first day of the fourth quarter and concluded that none of our goodwill was impaired. For all of our reporting units, the concluded fair value of each of these reporting units exceeded its carrying value by at least 50%.
We completed the annual impairment test of goodwill for fiscal 2014 as of the first day of the fourth quarter and concluded that none of our goodwill was impaired. For our United States, Canada, Europe and Technology Brands reporting units, the concluded fair value of each of these reporting units exceeded its carrying value by more than 30% and the concluded fair value of our Australia Canada and Europe reporting units. Accordingly,unit exceeded its carrying value by 15%.
In fiscal 2013, we recorded non-cash, non-tax deductible goodwill impairments for the third quarter of fiscal 2012 of $107.1 million, $100.3 million and $419.6 million in our Australia, Canada and Europe reporting units, respectively, to reduce the carrying value of goodwill.
There were no impairments to goodwill prior to the $627 million charge recorded in fiscal 2012, with the exception of a $3.3 million charge recorded in fiscal 2011 related to the exit of non-core operations. During fiscal 2013, $10.2 million of goodwill was expensedwrite-off in the United States Video Game Brands segment as a result of the exiting of an immaterial non-core business. business; however, there were no impairments of goodwill in fiscal 2013 as a result of completing our annual impairment test, which was conducted as of the first day of the fourth quarter. For the fiscal 2013 annual impairment test, Technology Brands was excluded since it commenced operations during the fourth quarter and therefore was not a reporting unit subject to assessment as of our annual testing date.
Cumulative goodwill impairment losses were $640.5 million as of February 1, 2014,January 30, 2016, of which $13.5 million, $100.3 million, $107.1 million and $419.6 million were attributable to our United States, Canada, Australia and Europe reporting units, respectively.
Intangible Assets
IntangibleOther intangible assets consist primarily from the EB mergerof dealer agreements, trade names, customer relationships, leasehold rights, advertising relationships and Micromania acquisition, consist of internally developed software, amounts attributed to favorable leasehold interests recorded as a result of business acquisitions. Intangible assets are recorded apart from goodwill if they arise from a contractual right and advertiserare capable of being separated from the entity and sold, transferred, licensed, rented or exchanged individually. The estimated useful life and amortization methodology of intangible assets are determined based on the period in which they are expected to contribute directly to cash flows. Intangible assets that are determined to have a definite life are amortized over that period.
Finite-lived Intangible Assets
Leasehold rights, which were recorded as a result of the purchase of SFMI Micromania SAS (“Micromania”) in 2008, represent the value of rights of tenancy under commercial property leases for properties located in France. Rights pertaining to individual leases can be sold by us to a new tenant or recovered by us from the landlord if the exercise of the automatic right of renewal is refused. Leasehold rights are amortized on a straight-line basis over the expected lease term, not to exceed 20 years, with no residual value.
Advertising relationships, which were recorded as a result of digital acquisitions, are included in other intangible assets in the consolidated balance sheet. The trade names acquired, primarily Micromania, have been determinedrelationships with existing advertisers who pay to be indefinite-lived intangible assetsplace ads on our digital websites and are therefore not subjectamortized on a straight-line basis over 10 years.
Favorable leasehold interests represent the value of the contractual monthly rental payments that are less than the current market rent at stores acquired as part of the Micromania acquisition. Favorable leasehold interests are amortized on a straight-line basis over their remaining lease term with no expected residual value.
Customer relationships, which were recorded as a result of the ThinkGeek acquisition, represent the value of the relationships related to amortization. Theboth wholesale and website customers within the United States. ThinkGeek sells its products directly to large wholesale retailers and also sells its products directly to customers on its ThinkGeek website. Wholesale customer relationships are amortized on a straight-line basis over seven years, and website customer relationships are amortized on a straight-line basis over five years.
As of January 30, 2016, the total weighted-average amortization period for the remaining intangible assets, excluding goodwill, iswas approximately six9.9 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized, with no expected residual value.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Indefinite-lived Intangible Assets
Intangible assets that are determined to have an indefinite life are not amortized, but are required to be evaluated at least annually for impairment. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value as determined by its discounted cash flows, such individual indefinite-lived intangible asset is written down by the amount of the impairment indicators described in the discussion above of the interim goodwill impairment test, during the third quarter of fiscal 2012, we also tested our long-lived assets for impairment and concluded that our Micromania trade name was impaired. As a result of the interim impairment test, weexcess.
Dealer agreements were recorded a $44.9 million impairment charge of our Micromania trade name for the third quarter of fiscal 2012. For fiscal 2011, we recorded a $37.8 million charge as a result of our acquisitions of Spring and Simply Mac in the fourth quarter of fiscal 2013 as well as the subsequent acquisitions completed by Spring and Simply Mac in fiscal 2014. These dealer agreements represent Spring's exclusive agreements with AT&T to operate AT&T stores as an “AT&T Authorized Retailer” and sell AT&T wireless contracts in its stores and Simply Mac’s exclusive agreements with Apple to operate Apple stores under the name “Simply Mac” and sell Apple products in its stores. The dealer agreement value recorded on our consolidated balance sheets represents a value associated with the rights and privileges afforded to us under these agreements. Our dealer agreements are considered indefinite-lived intangible assets as they are expected to contribute to cash flows indefinitely and are not subject to amortization, but are subject to annual impairment testtesting.
We value our Spring and Simply Mac dealer agreements using a discounted cash flow analysis known as the Greenfield Method, which is a common valuation technique in valuing dealer agreement assets. The Greenfield Method assumes that a business, at its inception, owns only dealer agreements and makes capital expenditures, working capital and other investments required to ramp up its operations to a level that is comparable to its current operations. We estimate the cash flows required to build a comparable operation and the available future cash flows from these operations, which requires us to make certain assumptions about the cost of our Micromania trade name. Thereinvestment to build a comparable operation, projected net sales, cost of sales, operating expenses and income taxes. The cash flows are then discounted using an appropriate rate that is reflective of the inherent risks and uncertainties associated with the expected future cash flows of the business. The estimated fair values of the Spring and Simply Mac dealer agreement assets based upon the discounted cash flows is then compared to their respective carrying values.
Trade names which were no trade name impairments recorded as a result of the fiscal 2013acquisitions, primarily Micromania, are considered indefinite-lived intangible assets as they are expected to contribute to cash flows indefinitely and are not subject to amortization, but are subject to annual impairment test. For each impairment test, thetesting.The fair value of our Micromania trade name was calculated using a relief-from-royalty approach, which assumes the fair value of the trade name is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the trade name and instead licensed the trade name from another company. The basis for future cash flow projections is internal revenue forecasts, which we believe represent reasonable market participant assumptions, to which the selected royalty rate is applied. These future cash flows are discounted using the applicable discount rate, as well as any potential risk premium to reflect the inherent risk of holding a standalone intangible asset. The discount rate used in the analysis reflects a hypothetical market participant’s weighted averageweighted-average cost of capital, current market rates and the risks associated with the projected cash flows.
We completed the annual impairment tests of indefinite-lived intangible assets as of the first day of the fourth quarter of fiscal 2015 and fiscal 2014 and concluded that none of our indefinite-lived intangible assets were impaired.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of February 1, 2014January 30, 2016 and February 2, 2013January 31, 2015 were as follows (in millions):
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of January 30, 2016 | | As of January 31, 2015 |
| | | Gross Carrying Amount (1) | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Intangible assets with indefinite lives: | | | | | | | | | | | | |
| Trade names | | $ | 51.7 |
| | $ | — |
| | $ | 51.7 |
| | $ | 45.4 |
| | $ | — |
| | $ | 45.4 |
|
| Dealer agreements | | 210.6 |
| | — |
| | 210.6 |
| | 134.0 |
| | — |
| | 134.0 |
|
| Intangible assets with finite lives: | | | | | | | | | | | | |
| Key money | | 87.5 |
| | (46.2 | ) | | 41.3 |
| | 91.5 |
| | (41.8 | ) | | 49.7 |
|
| Customer Relationships | | 14.5 |
| | (1.5 | ) | | 13.0 |
| | — |
| | — |
| | — |
|
| Other | | 39.1 |
| | (25.3 | ) | | 13.8 |
| | 32.7 |
| | (24.0 | ) | | 8.7 |
|
| Total | | $ | 403.4 |
| | $ | (73.0 | ) | | $ | 330.4 |
| | $ | 303.6 |
| | $ | (65.8 | ) | | $ | 237.8 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of February 1, 2014 | | As of February 2, 2013 |
| | | Gross Carrying Amount(1) | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Intangible assets with indefinite lives: | | | | | | | | | | | | |
| Trade names | | $ | 54.2 |
| | $ | — |
| | $ | 54.2 |
| | $ | 54.8 |
| | $ | — |
| | $ | 54.8 |
|
| Dealer agreement | | 57.2 |
| | — |
| | 57.2 |
| | — |
| | — |
| | — |
|
| Intangible assets with finite lives: | | | | | | | | | | | | |
| Key money | | 113.6 |
| | (44.4 | ) | | 69.2 |
| | 115.9 |
| | (39.1 | ) | | 76.8 |
|
| Other | | 40.9 |
| | (27.2 | ) | | 13.7 |
| | 42.2 |
| | (20.4 | ) | | 21.8 |
|
| Total | | $ | 265.9 |
| | $ | (71.6 | ) | | $ | 194.3 |
| | $ | 212.9 |
| | $ | (59.5 | ) | | $ | 153.4 |
|
(1) The majority of the change in the gross carrying amount of intangible assets is due to business acquisitions (Note 3).
| |
(1) | The change in the gross carrying amount of intangible assets from January 31, 2015 to January 30, 2016 is primarily due to acquisitions (Note 3) and the impact of exchange rate fluctuations. |
Intangible asset amortization expense for the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014 February 2, 2013was $13.4 million, $12.0 million and January 28, 2012 was $14.0 million, $14.3 million and $17.8 million, respectively.
The estimated aggregate intangible asset amortization expense for the next five fiscal years is as follows (in millions):
| | | Fiscal Year Ending on or around January 31, | | Projected Amortization Expense | | Projected Amortization Expense |
| | | | |
| 2015 | | $ | 12.5 |
| |
| 2016 | | 11.9 |
| |
| 2017 | | 9.8 |
| | $ | 14.1 |
|
| 2018 | | 9.0 |
| | 13.4 |
|
| 2019 | | 8.6 |
| | 11.2 |
|
| 2020 | | | 8.6 |
|
| 2021 | | | 6.2 |
|
| | | $ | 51.8 |
| | $ | 53.5 |
|
Issuance of 5.50% Senior Notes due 2019
On September 24, 2014, we issued $350.0 million aggregate principal amount of unsecured 5.50% senior notes due October 1, 2019. The 2019 Senior Notes bear interest at the rate of 5.50% per annum with interest payable semi-annually in arrears on April 1 and October 1 of each year beginning on April 1, 2015. The 2019 Senior Notes were sold in a private placement and will not be registered under the U.S. Securities Act of 1933. The 2019 Senior Notes were offered in the U.S. to “qualified institutional buyers” pursuant to the exemption from registration under Rule 144A of the Securities Act and in exempted offshore transactions pursuant to Regulation S under the Securities Act.
The 2019 Senior Notes were issued pursuant to an indenture dated as of September 24, 2014, by and among the Company, certain subsidiary guarantors named therein and U.S. Bank National Association, as trustee and will mature on October 1, 2019. The net proceeds from the offering of $343.7 million were used to pay down the remaining outstanding balance of our revolving credit facility, which is described more fully below, and were used for general corporate purposes, such as acquisitions, dividends and stock buybacks. The outstanding balance of the 2019 Senior Notes at January 30, 2016 was $350.0 million. We incurred fees and expenses related to the 2019 Senior Notes offering of $6.3 million, which were capitalized during the third quarter of fiscal 2014 and will be amortized as interest expense over the term of the notes.
The indenture governing the 2019 Senior Notes does not contain financial covenants but does contain covenants which place certain restrictions on us and our subsidiaries, including limitations on asset sales, additional liens, investments, stock repurchases, dividends, distributions, the incurrence of additional debt and the repurchase debt that is junior to the 2019 Senior Notes. In addition, the indenture restricts payments of dividends to stockholders (other than dividends payable in shares of capital stock) if one of the
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
following conditions exist: (i) an event of default has occurred, (ii) we could not incur additional debt under the general debt covenant of the indenture or (iii) the sum of the proposed dividend and all other dividends and other restricted payments made under the indenture from the date of the indenture governing the 2019 Senior Notes exceeds the sum of 50% of consolidated net income plus 100% of net proceeds from capital stock sales and other amounts set forth in and determined as provided in the indenture. These restrictions are subject to exceptions and qualifications, including that we can pay up to $175.0 million in dividends to stockholders in each fiscal year and we can pay dividends and make other restricted payments in an unlimited amount if our leverage ratio on a pro forma basis after giving effect to the dividend payment and other restricted payments would be less than or equal to 1.0:1.0.
The indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the 2019 Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs.
Revolving Credit Facility
On January 4, 2011, we entered into a $400 million credit agreement, (the “Revolver”), which we amended and restated our prior credit agreement entered into in October 2005on March 25, 2014 and further amended on September 15, 2014 (the “Credit Agreement”“Revolver”). The Revolver provides foris a five-year, $400 million asset-based facility including a $50 million letter of credit sublimit,that is secured by substantially all of our assets and the assets of our domestic subsidiaries. We haveAvailability under the abilityRevolver is subject to increasea monthly borrowing base calculation. The Revolver includes a $50 million letter of credit sublimit. The amendments extended the facility, which matures in January 2016, bymaturity date to March 25, 2019; increased the expansion feature under the Revolver from $150 million underto $200 million, subject to certain circumstances. Theconditions; and revised certain other terms, including a reduction of the fee we are required to pay on the unused portion of the total commitment amount. We believe the extension of the maturity date of the Revolver to January 2016 reducesMarch 2019 helps to limit our exposure to potential tightening or other adverse changes in the credit markets. The September 15, 2014 amendment amended certain covenants to permit the issuance of the 2019 Senior Notes.
TheBorrowing availability under the Revolver is limited to a borrowing base which allows us to borrow up to 90% of the appraisal value of the inventory, in each case plus 90% of eligible credit card receivables, net of certain reserves. The borrowing base provides for borrowing up to 92.5% of the appraisal value during the fiscal months of August through October. Letters of credit reduce the amount available to borrow under the Revolver by theiran amount equal to the face value.value of the letters of credit. Our ability to pay cash dividends, redeem options and repurchase shares is generally permitted, except under certain circumstances, including if Revolvereither 1) excess availability under the Revolver is less than 20%30%, or is projected to be within 12 months after such payment. In addition, ifpayment or 2) excess availability under the Revolver usageis less than 15%, or is projected to be equal to or greater than 25% of total commitments duringwithin 12 months after such payment, and the prospective 12-month period, we are subject to meeting a fixed charge coverage ratio, ofas calculated on a pro-forma basis for the prior 12 months is 1.1:1.0 prior to making such payments.or less. In the event that excess availability under the Revolver is at any time less than the greater of (1) $40$30 million or (2) 12.5%10% of the lesser of the total commitment or the borrowing base, we will be subject to a fixed charge coverage ratio covenant of 1.1:1.0:1.0.
The Revolver places certain restrictions on us and our subsidiaries, including limitations on asset sales, additional liens, investments, loans, guarantees, acquisitions and the incurrence of additional indebtedness. Absent consent from our lenders, we may not incur more than $1 billion of senior secured debt and $750 million of additional unsecured indebtedness to be limited to $250 million in general unsecured obligations and $500 million in unsecured obligations to finance acquisitions valued at $500 million or more.
The per annum interest rate under the Revolver is variable and is calculated by applying a margin (1) for prime rate loans of 1.25%0.25% to 1.5%0.75% above the highest of (a) the prime rate of the administrative agent, (b) the federal funds effective rate plus 0.50% or (c) the London Interbank Offered (“LIBO”) rate for a 30-day interest period as determined on such day plus 1.00%, and (2) for LIBO rate loans of 2.25%1.25% to 2.50%1.75% above the LIBO rate. The applicable margin is determined quarterly as a function of our average daily excess availability under the facility. In addition, we are required to pay a commitment fee of 0.375% or 0.50%, depending on facility usage,0.25% for any unused portion of the total commitment under the Revolver. As of February 1, 2014,January 30, 2016, the applicable margin was 1.25%0.25% for prime rate loans and 2.25%1.25% for LIBO rate loans, while the required commitment fee was 0.50% for the unused portion of the Revolver.loans.
The Revolver provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with covenants, any material representation or warranty made by us or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting us or our subsidiaries, defaults relating to certain other indebtedness, imposition of certain judgments and our mergers or liquidation or mergers or the liquidation of the Company or certain of ourits subsidiaries. During fiscal 2013,2015, we cumulatively borrowed and subsequently repaid $130.0$463.0 million under the Revolver. DuringOur maximum borrowings outstanding during fiscal 2012 and fiscal 2011, we borrowed and repaid $81.0 million and $35.0 million, respectively, under the Revolver.2015 were $123.0 million. Average borrowings under the Revolver for the 52 weeks ended February 1, 2014fiscal 2015 were $14.2$23.3 million. Our average interest rate on those outstanding borrowings for the 52 weeks ended February 1, 2014fiscal 2015 was 2.8%3.5%. As of February 1, 2014, total availability under the Revolver was $391 million, there were no borrowings outstanding and letters of credit outstanding totaled $9.0 million. We are currently in compliance with the requirements of the Revolver.
On March 25, 2014, we amended and restated our revolving credit facility. The terms of the agreement were modified to extend the maturity date for the revolving credit facility to March 25, 2019, to increase the expansion feature under the facility from $150 million to $200 million, subject to certain conditions, and to amend certain other terms, including a reduction in theJanuary 30,
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
fee we are required to pay on2016, total availability under the unused portion of the total commitment amount. The five-year, asset-based revolving credit facility has a total commitment amount of $400Revolver was $391.6 million, which is subject to a monthly borrowing base calculation,with no outstanding borrowings and is available for the issuance ofoutstanding standby letters of credit of up to $50$8.4 million. The facility is secured by substantially all of our assets andWe are currently in compliance with the assets of our domestic subsidiaries. We believe the extensionfinancial requirements of the maturity dateRevolver.
Luxembourg Line of the revolving credit facility to March 2019 helps to limit our exposure to potential tightening or other adverse changes in the credit markets.Credit
In September 2007, our Luxembourg subsidiary entered into a discretionary $20.0 million Uncommitted Line of Credit (the “Line of Credit”) with Bank of America. There is no term associated with the Line of Credit and Bank of America may withdraw the facility at any time without notice. The Line of Credit is available to our foreign subsidiaries for use primarily as a bank overdraft facility for short-term liquidity needs and for the issuance of bank guarantees and letters of credit to support operations. As of February 1, 2014,January 30, 2016, there were no cash overdrafts outstanding under the Line of Credit and bank guarantees outstanding totaled $4.3$1.9 million.
Issuance of 6.75% Senior Notes due 2021
Issuance of 6.75% Senior Notes due 2021. In March 2016, we issued $475.0 million aggregate principal amount of unsecured 6.75% senior notes due March 15, 2021 (the "2021 Senior Notes"). The 2021 Senior Notes bear interest at the rate of 6.75% per annum with interest payable semi-annually in arrears on March 15 and September 15 of each year beginning on September 15, 2016. The 2021 Senior Notes were sold in a private placement and will not be registered under the U.S. Securities Act of 1933. The net proceeds from the offering will be used for general corporate purposes, which will likely include acquisitions, and, potentially, dividends and stock buybacks.
The 2021 Senior Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act or the securities laws of any other jurisdiction. Accordingly, the 2021 Senior Notes are expected to be eligible for resale in the United States only to qualified institutional buyers and outside the United States to non-U.S. persons in compliance with Regulation S.
The indenture governing the 2021 Senior Notes does not contain financial covenants but does contain covenants which place certain restrictions on us and our subsidiaries, including limitations on asset sales, additional liens, investments, stock repurchases, the incurrence of additional debt and the repurchase of debt that is junior to the 2021 Senior Notes. In addition, the indenture restricts payments of dividends to stockholders (other than dividends payable in shares of capital stock) if one of the following conditions exist: (i) an event of default has occurred, (ii) we could not incur additional debt under the general debt covenant of the indenture or (iii) the sum of the proposed dividend and all other dividends and other restricted payments made under the indenture from the date of the indenture governing the 2021 Senior Notes exceeds the sum of 50% of consolidated net income plus 100% of net proceeds from capital stock sales and other amounts set forth in and determined as provided in the indenture. These restrictions are subject to exceptions and qualifications, including that we can pay up to $175 million in dividends to stockholders in each fiscal year and we can pay dividends and make other restricted payments in an unlimited amount if our leverage ratio on a pro forma basis after giving effect to the dividend payment and other restricted payments would be less than or equal to 1.0:1.0.
The indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the 2021 Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs.
We lease retail stores, warehouse facilities, office space and equipment. These are generally leased under noncancelable agreements that expire at various dates through 2034 with various renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for minimum and, in some cases, percentage rentals and require us to pay all insurance, taxes and other maintenance costs. Leases with step rent provisions, escalation clauses or other lease concessions are accounted for on a straight-line basis over the lease term, which includes renewal option periods when we are reasonably assured of exercising the renewal options and includes “rent holidays” (periods in which we are not obligated to pay rent). Cash or lease incentives received upon entering into certain store leases (“tenant improvement allowances”) are recognized on a straight-line basis as a reduction to rent expense over the lease term, which includes renewal option periods when we are reasonably assured of exercising the renewal options. We record the unamortized portion of tenant improvement allowances as a part of deferred rent. We do not have leases with capital improvement funding. Percentage rentals are based on sales performance in excess of specified
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
minimums at various stores and are accounted for in the period in which the amount of percentage rentals can be accurately estimated.
Approximate rental expenses under operating leases were as follows:
| |
|
| 52 Weeks Ended
February 1, 2014 |
| 53 Weeks Ended
February 2, 2013 |
| 52 Weeks Ended
January 28, 2012 |
| 52 Weeks Ended
January 30, 2016 |
| 52 Weeks Ended
January 31, 2015 |
| 52 Weeks Ended
February 1, 2014 |
| |
| (In millions) |
| (In millions) |
| Minimum |
| $ | 381.6 |
|
| $ | 385.4 |
|
| $ | 386.9 |
|
| $ | 394.5 |
|
| $ | 391.4 |
|
| $ | 381.6 |
|
| Percentage rentals |
| 9.4 |
|
| 9.3 |
|
| 12.3 |
|
| 7.8 |
|
| 8.2 |
|
| 9.4 |
|
|
| $ | 391.0 |
|
| $ | 394.7 |
|
| $ | 399.2 |
|
| $ | 402.3 |
|
| $ | 399.6 |
|
| $ | 391.0 |
|
Future minimum annual rentals, excluding percentage rentals, required under leases that had initial, noncancelable lease terms greater than one year, as of February 1, 2014,January 30, 2016, are approximately:
| | | Fiscal Year Ending on or around January 31, | | Amount | | Amount |
| | | (In millions) | | (In millions) |
| 2015 | | $ | 332.5 |
| |
| 2016 | | 243.2 |
| |
| 2017 | | 162.6 |
| | $ | 336.1 |
|
| 2018 | | 103.3 |
| | 250.2 |
|
| 2019 | | 67.8 |
| | 178.9 |
|
| 2020 | | | 119.3 |
|
| 2021 | | | 68.6 |
|
| Thereafter | | 130.0 |
| | 114.7 |
|
| | | $ | 1,039.4 |
| | $ | 1,067.8 |
|
|
| |
| 12. | Commitments and Contingencies |
Commitments
We had bank guarantees relating primarily to international store leases totaling $18.7$15.7 million as of February 1, 2014January 30, 2016 and $21$16.6 million as of February 2, 2013.January 31, 2015.
See Note 11, "Leases," for information regarding commitments related to our noncancelable operating leases.
Contingencies
In the ordinary course of our business, we are, from time to time, subject to various legal proceedings, including matters involving wage and hour employee class actions and consumer class actions. We may enter into discussions regarding settlement of these and other types of lawsuits, and may enter into settlement agreements, if we believe settlement is in the best interest of our stockholders. We do not believe that any such existing legal proceedings or settlements, individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or liquidity.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The provision for income taxtaxes consisted of the following:
| | | | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | (In millions) | | (In millions) |
| Current tax expense: | | | | | | | | | | | | |
| Federal | | $ | 158.2 |
| | $ | 229.6 |
| | $ | 193.5 |
| | $ | 178.7 |
| | $ | 158.4 |
| | $ | 158.2 |
|
| State | | 24.5 |
| | 24.1 |
| | 20.9 |
| | 16.3 |
| | 18.0 |
| | 24.5 |
|
| Foreign | | 34.6 |
| | 29.4 |
| | 21.4 |
| | 28.9 |
| | 29.6 |
| | 34.6 |
|
| | | 217.3 |
| | 283.1 |
| | 235.8 |
| | 223.9 |
| | 206.0 |
| | 217.3 |
|
| Deferred tax expense (benefit): | | | | | | | | | | | | |
| Federal | | (1.9 | ) | | (46.3 | ) | | (10.2 | ) | | 0.2 |
| | 29.3 |
| | (1.9 | ) |
| State | | (0.1 | ) | | (3.5 | ) | | (0.2 | ) | | 3.6 |
| | (3.3 | ) | | (0.1 | ) |
| Foreign | | (0.7 | ) | | (8.4 | ) | | (14.8 | ) | | (5.3 | ) | | (16.8 | ) | | (0.7 | ) |
| | | (2.7 | ) | | (58.2 | ) | | (25.2 | ) | | (1.5 | ) | | 9.2 |
| | (2.7 | ) |
| Total income tax expense | | $ | 214.6 |
| | $ | 224.9 |
| | $ | 210.6 |
| | $ | 222.4 |
| | $ | 215.2 |
| | $ | 214.6 |
|
The components of earnings (loss) before income tax expense consisted of the following:
| | | | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | (In millions) | | (In millions) |
| United States | | $ | 491.6 |
| | $ | 547.2 |
| | $ | 551.9 |
| | $ | 553.5 |
| | $ | 558.8 |
| | $ | 491.6 |
|
| International | | 77.2 |
| | (592.1 | ) | | (2.8 | ) | | 71.7 |
| | 49.5 |
| | 77.2 |
|
| Total | | $ | 568.8 |
| | $ | (44.9 | ) | | $ | 549.1 |
| | $ | 625.2 |
| | $ | 608.3 |
| | $ | 568.8 |
|
The difference infollowing is a reconciliation of income tax provided andexpense (benefit) computed at the amounts determined by applying theU.S. Federal statutory tax rate to earnings (loss) before income taxes resulted from the following:tax expense (benefit) reported in our consolidated statements of operations:
|
| | | | | | | | | |
| | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| Federal statutory tax rate | | 35.0 | % | | 35.0 | % | | 35.0 | % |
| State income taxes, net of federal effect | | 2.1 |
| | 2.0 |
| | 1.9 |
|
| Foreign income tax rate differential | | (1.0 | ) | | (0.4 | ) | | (0.5 | ) |
| Nondeductible goodwill impairment | | — |
| | — |
| | 0.6 |
|
| Change in valuation allowance | | (0.9 | ) | | 1.8 |
| | — |
|
| Subpart F income | | 0.9 |
| | 2.7 |
| | 4.8 |
|
| Interest income from hybrid securities | | (1.6 | ) | | (5.2 | ) | | (5.8 | ) |
| Realization of losses in foreign operations not previously benefited | | — |
| | (2.2 | ) | | — |
|
Other (including permanent differences)(1) | | 1.1 |
| | 1.7 |
| | 1.7 |
|
| | | 35.6 | % | | 35.4 | % | | 37.7 | % |
|
| | | | | | | | | |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 |
| Federal statutory tax rate | | 35.0 | % | | 35.0 | % | | 35.0 | % |
| State income taxes, net of federal benefit | | 1.9 |
| | (27.7 | ) | | 2.6 |
|
| Foreign income taxes | | (0.5 | ) | | 5.6 |
| | 1.3 |
|
| Nondeductible goodwill impairments | | 0.6 |
| | (488.6 | ) | | — |
|
| Change in valuation allowance | | — |
| | (22.5 | ) | | 0.1 |
|
| Subpart F income | | 4.8 |
| | (61.4 | ) | | 4.6 |
|
| Interest income from hybrid securities | | (5.8 | ) | | 73.3 |
| | (6.1 | ) |
Other (including permanent differences) 1 | | 1.7 |
| | (14.6 | ) | | 0.9 |
|
| | | 37.7 | % | | (500.9 | )% | | 38.4 | % |
(1) Other is comprised of numerous items, none of which is greater than 1.75% of earnings before income taxes.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Differences between financial accounting principles and tax laws cause differences between the bases of certain assets and liabilities for financial reporting purposes and tax purposes. The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities and consisted of the following components (in millions):
| | | | | February 1, 2014 | | February 2, 2013 | | January 30, 2016 | | January 31, 2015 |
| Deferred tax asset: | | | | | | | | |
| Inventory obsolescence reserve | | $ | 18.8 |
| | $ | 23.6 |
| |
| Inventory | | | $ | 26.5 |
| | $ | 27.4 |
|
| Deferred rents | | 12.4 |
| | 13.6 |
| | 8.9 |
| | 11.1 |
|
| Stock-based compensation | | 26.4 |
| | 25.3 |
| | 16.5 |
| | 16.0 |
|
| Net operating losses | | 16.8 |
| | 15.0 |
| | 52.2 |
| | 30.8 |
|
| Customer liabilities | | 31.9 |
| | 38.1 |
| | 26.1 |
| | 29.9 |
|
| Property and equipment | | 21.9 |
| | 9.3 |
| |
| Fixed assets | | | — |
| | — |
|
| Foreign tax credit carryover | | 1.4 |
| | — |
| | 3.9 |
| | 5.2 |
|
| Other | | 9.4 |
| | 11.1 |
| | 32.1 |
| | 14.8 |
|
| Total deferred tax assets | | 139.0 |
| | 136.0 |
| | 166.2 |
| | 135.2 |
|
| Valuation allowance | | (13.3 | ) | | (13.5 | ) | | (18.8 | ) | | (24.3 | ) |
| Total deferred tax assets, net | | 125.7 |
| | 122.5 |
| | 147.4 |
| | 110.9 |
|
| Deferred tax liabilities: | | | | | | | | |
| Fixed assets | | | (11.6 | ) | | (4.3 | ) |
| Goodwill | | (80.3 | ) | | (55.0 | ) | | (89.0 | ) | | (88.8 | ) |
| Prepaid expenses | | (4.9 | ) | | (6.6 | ) | | (6.6 | ) | | (3.8 | ) |
| Acquired intangible assets | | (20.6 | ) | | (24.6 | ) | |
| Intangible assets | | | (30.3 | ) | | (17.3 | ) |
| Other | | (5.6 | ) | | (6.1 | ) | | (0.5 | ) | | (2.7 | ) |
| Total deferred tax liabilities | | (111.4 | ) | | (92.3 | ) | | (138.0 | ) | | (116.9 | ) |
| Net | | $ | 14.3 |
| | $ | 30.2 |
| | $ | 9.4 |
| | $ | (6.0 | ) |
| Consolidated financial statements: | | | | | |
| Deferred income tax assets — current | | $ | 51.7 |
| | $ | 61.7 |
| |
| Deferred income tax liabilities — noncurrent | | $ | (37.4 | ) | | $ | (31.5 | ) | |
| The above amounts are reflected in the consolidated financial statements as: | | | | | |
| Deferred income taxes - current | | | $ | — |
| | $ | 65.6 |
|
| Deferred income taxes - noncurrent | | | $ | 39.0 |
| | $ | 24.3 |
|
| Deferred income taxes | | | $ | (29.6 | ) | | $ | (95.9 | ) |
In addition,During November 2015, the valuation allowance forFASB issued ASU 2015-17, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as long-term on the balance sheet. The Company elected to early adopt ASU 2015-17 effective January 30, 2016, on a prospective basis. As reflected in the table above, the adoption of ASU 2015-17 resulted in a reclassification of the Company’s net current deferred tax asset to the net long-term deferred tax asset on the Company’s consolidated balance sheet as of the fiscal year ended January 28, 2012 was $3.4 million.30, 2016. Balances as of January 31, 2015 have not been recast.
We file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Internal Revenue Service (“IRS”) is currently examining our U.S. income tax returns for the fiscal years ended February 2, 2013, January 28, 2012, January 29, 2011, January 30, 2010 and January 31, 2009.through 2014. We do not anticipate any adjustments that would result in a material impact on our consolidated financial statements as a result of these audits. We are no longer subject to U.S. federal income tax examination for years before and including the fiscal year ended February 2, 2008.January 30, 2010.
With respect to state and local jurisdictions and countries outside of the United States, we and our subsidiaries are typically subject to examination for three to six years after the income tax returns have been filed. Although the outcome of tax audits is always uncertain, we believe that adequate amounts of tax, interest and penalties have been provided for in the accompanying consolidated financial statements for any adjustments that might be incurred due to state, local or foreign audits.
Certain of our French subsidiaries have been under audit by the French Tax Administration ("FTA") for fiscal years 2008 through 2012. We received a tax reassessment notice on December 23, 2015, pursuant to which the FTA asserted that the French subsidiaries were ineligible to claim certain tax deductions from November 4, 2008, through January 31, 2010, resulting in a potential additional tax charge of approximately €23.0 million. We may receive additional tax reassessments in material amounts for subsequent fiscal years, including those years currently under audit. We filed a response to the reassessment notice on February 19, 2016, and we intend to vigorously contest the reassessment through administrative procedures. If we are unable to resolve this matter through administrative remedies at the FTA, we plan to pursue judicial remedies. We believe our tax positions will be sustained and have not taken a reserve for any potential adjustment based on the reassessment. If we were not to prevail, then the adjustment to our income tax provision could be material.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of February 1, 2014,January 30, 2016, the Company has approximately $11.0 million of net operating loss ("NOL") carryforwards in various foreign jurisdictions that expire in years 2018 through 2035, as well as $86.4 million of foreign NOL carryforwards that have no expiration date. In addition, the Company has approximately $3.9 million of foreign tax credit carryforwards that expire in years 2022 through 2024. The Company also has approximately $88.0 million of Federal NOL carryovers acquired through the ThinkGeek acquisition that will expire in years 2018 through 2034.
As of January 30, 2016, the gross amount of unrecognized tax benefits was approximately $20.6$31.9 million. If we were to prevail on all uncertain tax positions, the net effect would be a benefit to our effective tax rate of approximately $18.5$27.7 million, exclusive of any benefits related to interest and penalties.
A reconciliation of the changes in the gross balances of unrecognized tax benefits follows (in millions):
| | | | | February 1, 2014 | | February 2, 2013 | | January 28, 2012 | | January 30, 2016 | | January 31, 2015 | | February 1, 2014 |
| Beginning balance of unrecognized tax benefits | | $ | 28.7 |
| | $ | 25.4 |
| | $ | 24.9 |
| | $ | 21.4 |
| | $ | 20.6 |
| | $ | 28.7 |
|
| Increases related to current period tax positions | | 0.5 |
| | 0.5 |
| | — |
| | 4.0 |
| | 1.0 |
| | 0.5 |
|
| Increases related to prior period tax positions | | 16.6 |
| | 6.3 |
| | 9.9 |
| | 9.0 |
| | 6.1 |
| | 16.6 |
|
| Reductions as a result of a lapse of the applicable statute of limitations | | (1.9 | ) | | (3.2 | ) | | (2.0 | ) | | (1.0 | ) | | (0.5 | ) | | (1.9 | ) |
| Reductions as a result of settlements with taxing authorities | | (23.3 | ) | | (0.3 | ) | | (7.4 | ) | | (1.5 | ) | | (5.8 | ) | | (23.3 | ) |
| Ending balance of unrecognized tax benefits | | $ | 20.6 |
| | $ | 28.7 |
| | $ | 25.4 |
| | $ | 31.9 |
| | $ | 21.4 |
| | $ | 20.6 |
|
We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of January 30, 2016, January 31, 2015 and February 1, 2014, February 2, 2013 and January 28, 2012, we had approximately $6.1$4.9 million, $5.4$4.6 million and $3.2$6.1 million, respectively, in interest and penalties related to unrecognized tax benefits accrued, of which approximately $0.4 million of expense, $0.6 million of expense and $1.6 million of expense $2.3 million of benefit and $2.7 million of benefit were recognized through income tax expense in the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014, February 2, 2013 and January 28, 2012, respectively. If we were to prevail on all uncertain tax positions, the reversal of these accruals related to interest would also be a benefit to our effective tax rate.
It is reasonably possible that the amount of the unrecognized benefit with respect to certain of our unrecognized tax positions could significantly increase or decrease within the next 12 months as a result of settling ongoing audits. However, as audit outcomes and the timing of audit resolutions are subject to significant uncertainty, and given the nature and complexity of the issues involved, we are unable to reasonably estimate the possible amount of change in the unrecognized tax benefits, if any, that may occur within the next 12 months as a result of ongoing examinations. Nevertheless, we believe we are adequately reserved for our uncertain tax positions as of February 1, 2014.January 30, 2016.
Deferred income taxes have not been provided for on the approximately $542.1$601.0 million of undistributed earnings generated by certain foreign subsidiaries as of February 1, 2014January 30, 2016 because we intend to permanently reinvest such earnings outside the United States. We do not currently require, nor do we have plans for, the repatriation of retained earnings from these subsidiaries. However, in the future, if we determine it is necessary to repatriate these funds, or we sell or liquidate any of these subsidiaries, we may be required to provide for income taxes on the repatriation. We may also be required to withhold foreign taxes depending on the foreign jurisdiction from which the funds are repatriated. The effective rate of tax on such repatriations may materially differ from the federal statutory tax rate, thereby having a material impact on tax expense in the year of repatriation; however, we cannot reasonably estimate the amount of such a tax event.
|
| |
| 14. | Common Stock Incentive Planand Share-Based Compensation |
Common Stock
The holders of Class A Common Stock are entitled to one vote per share on all matters to be voted on by stockholders. Holders of Class A Common Stock will share in any dividend declared by the Board of Directors, subject to any preferential rights of any outstanding preferred stock. In the event of our liquidation, dissolution or winding up, all holders of common stock are entitled to share ratably in any assets available for distribution to holders of shares of common stock after payment in full of any amounts required to be paid to holders of preferred stock.
In 2005, we adopted a rights agreement under which one right (a “Right”) was attached to each outstanding share of our common stock. Each Right entitles the holder to purchase from us one ten-thousandth of a share of a series of preferred stock, designated as Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”), at a price of $100.00 per one one-
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
thousandth of a share. The Rights expired on October 28, 2014, and accordingly, at January 30, 2016, there were no shares of Series A Preferred Stock issued or outstanding.
Share Repurchase Activity. Since January 2010, our Board of Directors has authorized several share repurchase programs authorizing our management to repurchase our Class A Common Stock. Since the beginning of fiscal 2011, each individual authorization has been $500 million. Our typical practice is to seek Board of Directors’ approval for a new authorization before the existing one is fully used to ensure we are always able to repurchase shares. Repurchased shares are subsequently retired. Share repurchases are generally recorded as a reduction to additional paid-in capital; however, in the event that share repurchases would cause additional-paid in capital to be reduced below zero, any excess is recorded as a reduction to retained earnings.
The following table summarizes our share repurchase activity during the 52 weeks ended January 30, 2016, the 52 weeks ended January 31, 2015 and the 52 weeks ended February 1, 2014:
|
| | | | | | | | | | | |
| Period | | Total
Number of
Shares
Purchased | | Average
Price Paid per
Share | | Aggregate Value of Shares Repurchased During the Period |
| | | (in millions) | | | | (in millions) |
| 52 weeks ended January 30, 2016 | | 5.2 |
| | $ | 38.68 |
| | $ | 202.0 |
|
| 52 weeks ended January 31, 2015 | | 8.4 |
| | $ | 39.50 |
| | $ | 333.4 |
|
| 52 weeks ended February 1, 2014 | | 6.3 |
| | $ | 41.12 |
| | $ | 258.3 |
|
As of January 30, 2016 we have $245.3 million remaining under our latest authorization from November 2014. Subsequent to January 30, 2016, we have not made any share repurchases.
Dividends. In February 2012, our Board of Directors approved the initiation of a quarterly cash dividend to our stockholders of Class A Common Stock. We paid a total of $1.10 per share in dividends in fiscal 2013 and a total of $1.32 per share fiscal 2014. In fiscal 2015, we paid dividends of $1.44 per share of Class A Common Stock, totaling approximately $154.1 million. On February 23, 2016, our Board of Directors authorized an increase in our annual cash dividend from $1.44 to $1.48 per share of Class A Common Stock. Future dividends will be subject to approval by our Board of Directors.
Share-Based Compensation
Effective June 2013, our stockholders voted to adopt the Amended and Restated 2011 Incentive Plan (the “Amended 2011 Incentive Plan”) to provide for issuance under the 2011 Incentive Plan of our Class A Common Stock. The Amended 2011 Incentive Plan provides a maximum aggregate amount of 9.25 million shares of Class A Common Stock with respect to which options may be granted and provides for a grant of cash, granting of incentive stock options, non-qualified stock options, stock appreciation rights, performance awards, restricted stock and other share-based awards, which may include, without limitation, restrictions on the right to vote such shares and restrictions on the right to receive dividends on such shares. The options to purchase Class A common shares are issued at fair market value of the underlying shares on the date of grant. In general, the options vest and become exercisable in equal annual installments over a three-year period, commencing one year after the grant date, and expire ten years from the grant date. Shares issued upon exercise of options are newly issued shares. Options and restricted shares granted after June 21, 2011 are issued under the 2011 Incentive Plan.
Effective June 2009, our stockholders voted to amend the Third Amended and Restated 2001 Incentive Plan (the “2001 Incentive Plan”) to provide for issuance under the 2001 Incentive Plan of our Class A Common Stock. The 2001 Incentive Plan provided a maximum aggregate amount of 46.5 million shares of Class A Common Stock with respect to which options may have been granted and provided for the granting of incentive stock options, non-qualified stock options, and restricted stock, which may have included, without limitation, restrictions on the right to vote such shares and restrictions on the right to receive dividends on such shares. The options to purchase Class A common shares were issued at fair market value of the underlying shares on the date of grant. In general, the options vested and became exercisable in equal annual installments over a three-year period, commencing one year after the grant date, and expired ten years from the grant date. Shares issued upon exercise of options are newly issued shares. Options and restricted shares granted on or before June 21, 2011 were issued under the 2001 Incentive Plan.
Stock Options
We record stock-based compensation expense in earnings based on the grant-date fair value of options granted. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. This valuation model requires the use of subjective assumptions, including expected option life and expected volatility. We use historical data to estimate the option life and the employee forfeiture rate, and use historical volatility when estimating the stock price volatility. We have not
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
historically experienced material forfeitures with respect to the employees who currently receive stock option grants and thus we do not expect any forfeitures related to these awards. The weighted-average fair value of theThere were no options granted during the 52 weeks ended February 1, 2014 was estimated at $7.10 based on the following assumptions:January 30, 2016.
F-27Our Black-Scholes assumptions are presented below:
|
| | | |
| | 52 Weeks Ended
February 1, 2014 |
Volatility | | 46.4 | % |
Risk-free interest rate | | 1.0 | % |
Expected life (years) | | 5.6 |
|
Expected dividend yield | | 4.3 | % |
|
| | | | | | |
| | | 52 Weeks Ended
January 31, 2015 | | 53 Weeks Ended
February 1, 2014 |
| Volatility | | 46.5 | % | | 46.4 | % |
| Risk-free interest rate | | 1.7 | % | | 1.0 | % |
| Expected life (years) | | 5.5 |
| | 5.6 |
|
| Expected dividend yield | | 3.4 | % | | 4.3 | % |
In addition to recognizing the estimated fair value of stock-based compensation in earnings over the required service period, we are also required to present tax benefits received in excess of amounts determined based on the compensation expense recognized on the statements of cash flows. Such tax benefits are presented as a use of cash in the operating section and a source of cash in the financing section of the consolidated statements of cash flows.
A summary of our stock option activity during the 52 weeks ended February 1, 2014January 30, 2016 is presented below:
|
| | | | | | | |
| | | Shares | | Weighted- Average Exercise Price |
| | | (Millions of shares) |
| Balance, February 2, 2013 | | 4.6 |
| | $ | 25.04 |
|
| Granted | | 0.5 |
| | $ | 24.82 |
|
| Exercised | | (2.8 | ) | | $ | 20.84 |
|
| Forfeited | | (0.3 | ) | | $ | 38.33 |
|
| Balance, February 1, 2014 | | 2.0 |
| | $ | 29.31 |
|
|
| | | | | | | |
| | | Shares (Millions) | | Weighted- Average Exercise Price |
| | | | | |
| Balance, January 31, 2015 | | 1.8 |
| | $ | 33.14 |
|
| Exercised | | (0.3 | ) | | 18.19 |
|
| Forfeited | | (0.1 | ) | | 45.90 |
|
| Balance, January 30, 2016 | | 1.4 |
| | 35.88 |
|
The following table summarizes information as of February 1, 2014January 30, 2016 concerning outstanding and exercisable options:
|
| | | | | | | | | | | | | | | | |
| | | Options Outstanding | | Options Exercisable |
| Range of Exercise Prices | | Number Outstanding (Millions) | | Weighted- Average Remaining Life (Years) | | Weighted- Average Contractual Price | | Number Exercisable (Millions) | | Weighted- Average Exercise Price |
| $ 9.29 - $10.13 | | 0.3 |
| | 1.09 | | $ | 10.11 |
| | 0.3 |
| | $ | 10.11 |
|
| $17.94 - $20.69 | | 0.3 |
| | 4.09 | | $ | 20.18 |
| | 0.3 |
| | $ | 20.18 |
|
| $24.82 - $26.68 | | 0.8 |
| | 6.95 | | $ | 25.45 |
| | 0.4 |
| | $ | 26.24 |
|
| $49.95 - $49.95 | | 0.6 |
| | 4.02 | | $ | 49.95 |
| | 0.6 |
| | $ | 49.95 |
|
| $ 9.29 - $49.95 | | 2.0 |
| | 4.71 | | $ | 29.31 |
| | 1.6 |
| | $ | 30.61 |
|
|
| | | | | | | | | | | | | | | | |
| | | Options Outstanding | | Options Exercisable |
| Range of Exercise Prices | | Number Outstanding (Millions) | | Weighted- Average Remaining Life (Years) | | Weighted- Average Contractual Price | | Number Exercisable (Millions) | | Weighted- Average Exercise Price |
| $20.32 - $20.69 | | 0.1 |
| | 3.58 | | $ | 20.36 |
| | 0.1 |
| | $ | 20.36 |
|
| $24.82 - $26.68 | | 0.6 |
| | 5.55 | | 25.27 |
| | 0.4 |
| | 25.44 |
|
| $38.52 - $49.95 | | 0.7 |
| | 4.28 | | 46.68 |
| | 0.6 |
| | 48.06 |
|
| $20.32 - $49.95 | | 1.4 |
| | 4.76 | | 35.88 |
| | 1.1 |
| | 36.98 |
|
The total intrinsic value of options exercised during the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014 February 2, 2013 and January 28, 2012 was $53.5$6.7 million, $7.7$10.7 million, and $16.0$53.5 million, respectively. The intrinsic value of options exercisable and options outstanding was $15.9$0.8 million and $20.5$1.1 million, respectively, as of February 1, 2014.January 30, 2016.
The fair value of each option is recognized as compensation expense on a straight-line basis between the grant date and the date the options become fully vested. During the 52 weeks ended February 1, 2014,January 30, 2016, the 5352 weeks ended February 2, 2013January 31, 2015 and the 52 weeks ended January 28, 2012,February 1, 2014, we included compensation expense relating to the grant of these options in the amount of $1.0$2.6 million, $2.1 million and $6.4$1.0 million, respectively, in selling, general and administrative expenses. As of February 1, 2014, theJanuary 30, 2016, there was $1.0 million of unrecognized compensation expense related to the unvested portion of our stock-based awards was $2.2 million.stock options that is expected to be recognized over a weighted-average period of 1.0 year.
Restricted Stock Awards
We grant restricted stock awards to certain of our employees, officers and non-employee directors. Restricted stock awards generally vest over a three-year period on the anniversary of the date of issuance.
issuance, subject to continued service to the Company and, in some cases, subject to the attainment of certain performance measures.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents a summary of our restricted stock awards activity during the 52 weeks ended February 1, 2014:January 30, 2016:
| | | | | Shares | | Weighted- Average Grant Date Fair Value | | Shares (Millions) | | Weighted- Average Grant Date Fair Value |
| | | (Millions of shares) | | |
| Nonvested shares at February 2, 2013 | | 1.8 |
| | $ | 22.92 |
| |
| Nonvested shares at January 31, 2015 | | | 2.2 |
| | $ | 28.14 |
|
| Granted | | 1.2 |
| | $ | 24.82 |
| | 0.6 |
| | 40.34 |
|
| Vested | | (0.6 | ) | | $ | 21.99 |
| | (0.9 | ) | | 28.91 |
|
| Forfeited | | (0.1 | ) | | $ | 23.98 |
| | (0.4 | ) | | 25.16 |
|
| Nonvested shares at February 1, 2014 | | 2.3 |
| | $ | 24.10 |
| |
| Nonvested shares at January 30, 2016 | | | 1.5 |
| | $ | 33.77 |
|
Of the shares granted during fiscal 2013, 9162015, 457 thousand shares of restricted stock were granted under the 2011 Incentive Plan, 429 thousand of which vest in equal annual installments over three years and 28 thousand vest in a single installment over one year. At the same time, an additional 189 thousand shares of restricted stock were granted under the 2011 Incentive Plan and are subject to performance targets which will be measured following the completion of fiscal 2016. These grants will vest one year after measurement to the extent earned. Shares subject to performance measures may generally be earned in greater or lesser percentages if targets are exceeded or not achieved by specified amounts.
During the 52 weeks ended January 31, 2015, we granted 0.6 million shares of restricted stock with a weighted-average grant date fair value of $38.61 per common share with fair value being determined by the quoted market price of our common stock on the date of grant. Of these shares, 434 thousand shares of restricted stock were granted under the 2011 Incentive Plan, which vest in equal annual installments over three years. At the same time, an additional 262182 thousand shares of restricted stock were granted under the 2011 Incentive Plan, of which 13191 thousand shares vest in equal annual installments over three years based on performance targets measured at the end of fiscal 2013.2014. This award achieved 93% of the target amount, which resulted in the incremental forfeiture of 15.9 thousand shares that would have vested in equal annual installments over three years. The remaining 13191 thousand shares of restricted stock granted are subject to performance targets which will be measured following the completion of the 52 weeks ending January 30,fiscal 2016. These grants will vest immediately upon measurement to the extent earned. Shares subject to performance measures may generally be earned in greater or lesser percentages if targets are exceeded or not achieved by specified amounts.
During the 5352 weeks ended February 2, 2013, we granted 1.4 million shares of restricted stock with a weighted average grant date fair value of $23.66 per common share with fair value being determined by the quoted market price of our common stock on the date of grant. Of these shares, 783 thousand shares of restricted stock were granted under the 2011 Incentive Plan, which vest in equal annual installments over three years. At the same time, an additional 626 thousand shares of restricted stock were granted under the 2011 Incentive Plan, of which 101 thousand shares vest in equal annual installments over three years based on performance targets that were achieved and 25 thousand shares were forfeited based on fiscal 2012 performance. The remaining 500 thousand shares of restricted stock granted are subject to performance targets which will be measured following the completion of the 52 weeks ending January 31, 2015. These grants will vest immediately upon measurement to the extent earned. Shares subject to performance measures may generally be earned in greater or lesser percentages if targets are exceeded or not achieved by specified amounts. The restricted stock granted in30, 2016, the 52 weeks ended January 28, 2012 vest in equal annual installments over three years.
During31, 2015 and the 52 weeks ended February 1, 2014, the 53 weeks ended February 2, 2013 and the 52 weeks ended January 28, 2012, we included compensation expense relating to the grantgrants of these restricted shares in the amounts of $18.4$27.3 million, $17.5$19.4 million and $12.4$18.4 million, respectively, in selling, general and administrative expenses in the accompanying consolidated statements of operations. As of February 1, 2014,January 30, 2016, there was $28.1$21.7 million of unrecognized compensation expense related to nonvested restricted stock awardsshares that is expected to be recognized over a weighted averageweighted-average period of 1.81.7 years.
Subsequent to the fiscal year ended February 1, 2014, we granted 588 thousand shares of restricted stock with a grant date fair value of $38.52 per common share and 283 thousand shares of stock options under the 2011 Incentive Plan. Of the restricted shares, 315 thousand shares vest in equal annual installments over three years. Restricted shares and options granted are subject to continued service. Of the restricted shares granted subsequent to February 1, 2014, 182 thousand shares are subject to a performance target which will be measured following the completion of the 52 weeks ending January 31, 2015 with the portion earned vesting in equal annual installments over three years. The remaining 91 thousand shares of restricted stock granted are subject to performance targets which will be measured following the completion of the 52 weeks ending January 28, 2017. These grants will vest immediately upon measurement to the extent earned. Shares subject to performance measures may generally be earned in greater or lesser percentages if targets are exceeded or not achieved by specified amounts.
|
| |
| 15. | Employees’ Defined Contribution Plan |
We sponsor a defined contribution plan (the “Savings Plan”) for the benefit of substantially all of our U.S. employees who meet certain eligibility requirements, primarily age and length of service. The Savings Plan allows employees to invest up to 60%, for a maximum of $17.5$18 thousand a year for 2013,2015, of their eligible gross cash compensation invested on a pre-tax basis. Our optional contributions to the Savings Plan are generally in amounts based upon a certain percentage of the employees’ contributions. Our contributions to the Savings Plan during the 52 weeks ended February 1, 2014,January 30, 2016, the 5352 weeks ended February 2, 2013January 31, 2015 and the 52 weeks ended January 28, 2012,February 1, 2014, were $6.3 million, $5.2 million and $4.8 million, $4.6 million and $4.1 million, respectively.
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Beginning with this Form 10-K, we are expanding the categories included in our disclosures on sales and gross profit by category in order to reflect recent changes in our business, the expansion of categories previously included in other and our management emphasis as we operate in the future. Our previous categories of New Video Game Hardware and New Video Game Software remain unchanged.
We are expanding our previous category of Pre-owned Video Game Products to include value-priced, or closeout, product and will be calling the category Pre-owned and Value Video Game Products now and in the future. We believe there is significant opportunity to purchase closeout and overstocked inventory from publishers, distributors and other retailers which is older new product but can be acquired for less than typical new release product costs. This product can then be resold in our Video Game Brands stores and on our Web sites as value-priced product. Our limited purchases of this product in the past have yielded significantly higher margins than new video game products, yet slightly lower margins than pre-owned video game products.
In the past, all other products we sold were categorized into “Other”, which included video game accessories, digital products, new and pre-owned mobile products, consumer electronics, revenues from our PowerUp Rewards program and Game Informer subscription sales, strategy guides, toys and PC entertainment software. We are separating our historical Other category into the following new categories:
Video Game Accessories, which includes new accessories for use with video game consoles and hand-held devices and software, such as controllers, gaming headsets and memory cards;
Digital, which includes revenues from the sale of DLC, Xbox Live, PlayStation Plus and Nintendo network points and subscription cards, other prepaid digital currencies and time cards, Kongregate, Game Informer digital subscriptions and PC digital downloads;
Mobile and Consumer Electronics, which includes revenues from selling new and pre-owned mobile devices and consumer electronics in Video Game Brands stores and all revenues from our Technology Brands stores;
Other, which includes revenues from the sales of PC entertainment software, toys, strategy guides and revenues from PowerUp Pro loyalty members receiving Game Informer magazine in physical form.
The following tables settable sets forth net sales and gross profit (in millions) and gross profit percentages of total net sales by significant product category for the periods indicated:
|
| | | | | | | | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 |
| | | Net Sales | | Percent of Total | | Net Sales | | Percent of Total | | Net Sales | | Percent of Total |
| Net sales: | | | | | | | | | | | | |
| New video game hardware | | $ | 1,730.0 |
| | 19.1 | % | | $ | 1,333.4 |
| | 15.0 | % | | $ | 1,611.6 |
| | 16.9 | % |
| New video game software | | 3,480.9 |
| | 38.5 | % | | 3,582.4 |
| | 40.3 | % | | 4,048.2 |
| | 42.4 | % |
| Pre-owned and value video game products | | 2,329.8 |
| | 25.8 | % | | 2,430.5 |
| | 27.4 | % | | 2,620.2 |
| | 27.4 | % |
| Video game accessories | | 560.6 |
| | 6.2 | % | | 611.8 |
| | 6.9 | % | | 661.1 |
| | 6.9 | % |
| Digital | | 217.7 |
| | 2.4 | % | | 208.4 |
| | 2.3 | % | | 143.0 |
| | 1.5 | % |
| Mobile and consumer electronics | | 303.7 |
| | 3.4 | % | | 200.3 |
| | 2.3 | % | | 12.8 |
| | 0.1 | % |
| Other | | 416.8 |
| | 4.6 | % | | 519.9 |
| | 5.8 | % | | 453.6 |
| | 4.8 | % |
| Total | | $ | 9,039.5 |
| | 100.0 | % | | $ | 8,886.7 |
| | 100.0 | % | | $ | 9,550.5 |
| | 100.0 | % |
|
| |
| | | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | Gross Profit | | Gross Profit Percent | | Gross Profit | | Gross Profit Percent | | Gross Profit | | Gross Profit Percent | | Net Sales | | Percent of Total | | Net Sales | | Percent of Total | | Net Sales | | Percent of Total |
| Gross Profit: | | | | | | | | | | | | | |
| Net sales: | | | | | | | | | | | | | |
New video game hardware | | $ | 176.5 |
| | 10.2 | % | | $ | 101.7 |
| | 7.6 | % | | $ | 113.6 |
| | 7.0 | % | | $ | 1,944.7 |
| | 20.8 | % | | $ | 2,028.7 |
| | 21.8 | % | | $ | 1,730.0 |
| | 19.1 | % |
| New video game software | | 805.3 |
| | 23.1 | % | | 786.3 |
| | 21.9 | % | | 839.0 |
| | 20.7 | % | | 2,905.1 |
| | 31.0 | % | | 3,089.0 |
| | 33.2 | % | | 3,480.9 |
| | 38.5 | % |
| Pre-owned and value video game products | | 1,093.9 |
| | 47.0 | % | | 1,170.1 |
| | 48.1 | % | | 1,221.2 |
| | 46.6 | % | | 2,374.7 |
| | 25.4 | % | | 2,389.3 |
| | 25.7 | % | | 2,329.8 |
| | 25.8 | % |
| Video game accessories | | 220.5 |
| | 39.3 | % | | 237.9 |
| | 38.9 | % | | 251.9 |
| | 38.1 | % | | 703.0 |
| | 7.5 | % | | 653.6 |
| | 7.1 | % | | 560.6 |
| | 6.2 | % |
| Digital | | 149.2 |
| | 68.5 | % | | 120.9 |
| | 58.0 | % | | 66.5 |
| | 46.5 | % | | 188.3 |
| | 2.0 | % | | 216.3 |
| | 2.3 | % | | 217.7 |
| | 2.4 | % |
| Mobile and consumer electronics | | 65.1 |
| | 21.4 | % | | 41.3 |
| | 20.6 | % | | 3.5 |
| | 27.3 | % | | 652.8 |
| | 7.0 | % | | 518.8 |
| | 5.6 | % | | 303.7 |
| | 3.4 | % |
Other | | 150.6 |
| | 36.1 | % | | 193.3 |
| | 37.2 | % | | 183.8 |
| | 40.5 | % | | 595.2 |
| | 6.3 | % | | 400.3 |
| | 4.3 | % | | 416.8 |
| | 4.6 | % |
| Total | | $ | 2,661.1 |
| | 29.4 | % | | $ | 2,651.5 |
| | 29.8 | % | | $ | 2,679.5 |
| | 28.1 | % | | $ | 9,363.8 |
| | 100.0 | % | | $ | 9,296.0 |
| | 100.0 | % | | $ | 9,039.5 |
| | 100.0 | % |
F-31
|
| | | | | | | | | | | | | | | | | | | | | |
| | | 52 Weeks Ended
January 30, 2016 | | 52 Weeks Ended
January 31, 2015 | | 52 Weeks Ended
February 1, 2014 |
| | | Gross Profit | | Gross Profit Percent | | Gross Profit | | Gross Profit Percent | | Gross Profit | | Gross Profit Percent |
| Gross Profit: | | | | | | | | | | | | |
New video game hardware(1) | | $ | 175.5 |
| | 9.0 | % | | $ | 196.6 |
| | 9.7 | % | | $ | 176.5 |
| | 10.2 | % |
| New video game software | | 689.3 |
| | 23.7 | % | | 716.9 |
| | 23.2 | % | | 805.3 |
| | 23.1 | % |
| Pre-owned and value video game products | | 1,114.5 |
| | 46.9 | % | | 1,146.3 |
| | 48.0 | % | | 1,093.9 |
| | 47.0 | % |
| Video game accessories | | 255.5 |
| | 36.3 | % | | 246.1 |
| | 37.7 | % | | 220.5 |
| | 39.3 | % |
| Digital | | 149.6 |
| | 79.4 | % | | 152.0 |
| | 70.3 | % | | 149.2 |
| | 68.5 | % |
| Mobile and consumer electronics | | 328.6 |
| | 50.3 | % | | 186.7 |
| | 36.0 | % | | 65.1 |
| | 21.4 | % |
Other(2) | | 205.3 |
| | 34.5 | % | | 131.3 |
| | 32.8 | % | | 150.6 |
| | 36.1 | % |
| Total | | $ | 2,918.3 |
| | 31.2 | % | | $ | 2,775.9 |
| | 29.9 | % | | $ | 2,661.1 |
| | 29.4 | % |
| |
(1) | Includes sales of hardware bundles, in which physical hardware and digital or physical software are sold together as a single SKU. |
| |
(2) | Other products include revenues from collectibles (including sales from our newly acquired ThinkGeek operation, beginning in July 2015), from the sales of PC entertainment software, interactive toys and licensed merchandise, strategy guides and revenues from PowerUp Pro loyalty members receiving Game Informer magazine in physical form. |
We operate our business in four Video Game Brands segments: United States, Canada, Australia and Europe,Europe; and a Technology Brands segment, which was added in the fourth quarter of fiscal 2013 and includes the operations of our Spring Mobile, Cricket and Simply Mac and Aio Wireless businesses. We identify segments based on a combination of geographic areas and management responsibility. Each of the segments includes significant retail operations with all Video Game Brands stores engaged in the sale of new and pre-owned video game systems and software and related accessories and Technology Brand stores engaged in the sale of consumer electronics and wireless products and services. Segment results for the United States include retail operations in 50 states, the District of Columbia, Guam and Puerto Rico; theour electronic commerce Web sitewebsite www.gamestop.com; Game Informer magazine; the online video
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and Kongregate, our leading web and mobile gaming Web site www.kongregate.com; a digital PC game distribution platform available at www.gamestop.com/pcgames; and an online consumer electronics marketplace available at www.buymytronics.com.platform. Segment results for Canada include retail and e-commerce operations in Canada and segment results for Australia include retail and e-commerce operations in Australia and New Zealand. Segment results for Europe include retail operations in 1110 European countries and e-commerce operations in sixfive countries. The Technology Brands segment includes retail operations in the United States. We measure segment profit using operating earnings, which is defined as income from continuing operations before intercompany royalty fees, net interest expense and income taxes. Transactions between reportable segments consist primarily of royalties, management fees, intersegment loans and related interest. There were no material intersegment sales during the 52 weeks ended February 1, 2014,January 30, 2016, the 5352 weeks ended February 2, 2013January 31, 2015 or the 52 weeks ended January 28, 2012.February 1, 2014.
Information on segments and the reconciliation of segment profit to earnings (loss) before income taxes are as follows (in millions):
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Fiscal Year Ended February 1, 2014 | | United States | | Canada | | Australia | | Europe | | Technology Brands | | | Consolidated |
| Net sales | | $ | 6,160.4 |
| | $ | 468.8 |
| | $ | 613.7 |
| | $ | 1,733.8 |
| | $ | 62.8 |
| | | $ | 9,039.5 |
|
| Segment operating earnings (loss) | | 465.3 |
| | 26.6 |
| | 37.5 |
| | 44.3 |
| | (0.2 | ) | | | 573.5 |
|
| Interest income | |
|
| |
|
| |
|
| |
|
| |
|
| | | 0.9 |
|
| Interest expense | |
|
| |
|
| |
|
| |
|
| |
|
| | | (5.6 | ) |
| Earnings before income taxes | |
|
| |
|
| |
|
| |
|
| |
|
| | | 568.8 |
|
| | | | | | | | | | | | | | |
| Other Information: | | | | | | | | | | | | | |
| Goodwill | | 1,143.3 |
| | 33.8 |
| | 81.3 |
| | 94.2 |
| | 62.1 |
| | | 1,414.7 |
|
| Other long-lived assets | | 320.0 |
| | 20.8 |
| | 40.4 |
| | 269.3 |
| | 76.6 |
| | | 727.1 |
|
| Total assets | | 2,320.7 |
| | 228.7 |
| | 389.2 |
| | 972.2 |
| | 180.6 |
| | | 4,091.4 |
|
| Income tax expense | | 173.2 |
| | 11.6 |
| | 8.8 |
| | 21.0 |
| | — |
| | | 214.6 |
|
| Depreciation and amortization | | 115.4 |
| | 4.4 |
| | 10.5 |
| | 35.3 |
| | 0.9 |
| | | 166.5 |
|
| Capital expenditures | | 85.7 |
| | 6.9 |
| | 6.7 |
| | 21.4 |
| | 4.9 |
| | | 125.6 |
|
| | | As of and for the Fiscal Year Ended February 2, 2013 | | United States | | Canada | | Australia | | Europe | | Technology Brands | | | Consolidated | |
| As of and for the Fiscal Year Ended January 30, 2016 | | | United States | | Canada | | Australia | | Europe | | Technology Brands | | Consolidated |
| Net sales | | $ | 6,192.4 |
| | $ | 478.4 |
| | $ | 607.3 |
| | $ | 1,608.6 |
| | $ | — |
| | | $ | 8,886.7 |
| | $ | 6,435.1 |
| | $ | 446.6 |
| | $ | 591.4 |
| | $ | 1,356.7 |
| | $ | 534.0 |
| | $ | 9,363.8 |
|
| Segment operating earnings (loss) | | 501.9 |
| | (74.4 | ) | | (71.6 | ) | | (397.5 | ) | | — |
| | (41.6 | ) | |
| | | | | | | | | | | | | | |
| Segment operating earnings | | | 504.3 |
| | 29.4 |
| | 38.7 |
| | 48.8 |
| | 27.0 |
| | 648.2 |
|
| Interest income | |
|
| |
|
| |
|
| |
|
| |
|
| | 0.9 |
| | | | | | | | | | | | 0.4 |
|
| Interest expense | |
|
| |
|
| |
|
| |
|
| |
|
| | (4.2 | ) | | | | | | | | | | | | (23.4 | ) |
| Loss before income taxes | |
|
| |
|
| |
|
| |
|
| |
|
| | (44.9 | ) | |
| Earnings before income taxes | | | | | | | | | | | | | $ | 625.2 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Other Information: | | | | | | | | | | | | | | | | | | | | | | | | |
| Goodwill | | 1,153.5 |
| | 37.7 |
| | 96.6 |
| | 95.3 |
| | — |
| | 1,383.1 |
| | $ | 1,195.5 |
| | $ | 26.9 |
| | $ | 65.7 |
| | $ | 75.7 |
| | $ | 112.9 |
| | $ | 1,476.7 |
|
| Other long-lived assets | | 375.4 |
| | 21.0 |
| | 52.1 |
| | 291.1 |
| | — |
| | 739.6 |
| | 333.2 |
| | 17.6 |
| | 47.0 |
| | 200.3 |
| | 321.3 |
| | 919.4 |
|
| Total assets | | 2,404.0 |
| | 252.2 |
| | 416.6 |
| | 799.4 |
| | — |
| | 3,872.2 |
| | 2,703.1 |
| | 259.2 |
| | 382.2 |
| | 401.7 |
| | 588.7 |
| | 4,334.9 |
|
| Income tax expense | | 199.8 |
| | 7.1 |
| | 11.6 |
| | 6.4 |
| | — |
| | 224.9 |
| | 195.0 |
| | 6.1 |
| | 8.3 |
| | 4.1 |
| | 8.9 |
| | 222.4 |
|
| Depreciation and amortization | | 120.7 |
| | 5.1 |
| | 13.8 |
| | 36.9 |
| | — |
| | 176.5 |
| | 98.8 |
| | 3.5 |
| | 8.8 |
| | 24.3 |
| | 21.2 |
| | 156.6 |
|
| Capital expenditures | | 101.8 |
| | 3.6 |
| | 9.2 |
| | 25.0 |
| | — |
| | 139.6 |
| | $ | 76.9 |
| | $ | 4.4 |
| | $ | 12.8 |
| | $ | 20.2 |
| | $ | 58.9 |
| | $ | 173.2 |
|
| | | As of and for the Fiscal Year Ended January 28, 2012 | | United States | | Canada | | Australia | | Europe | | Technology Brands | | | Consolidated | |
| As of and for the Fiscal Year Ended January 31, 2015 | | | United States | | Canada | | Australia | | Europe | | Technology Brands | | Consolidated |
| Net sales | | $ | 6,637.0 |
| | $ | 498.4 |
| | $ | 604.7 |
| | $ | 1,810.4 |
| | $ | — |
| | | $ | 9,550.5 |
| | $ | 6,193.5 |
| | $ | 476.4 |
| | $ | 644.7 |
| | $ | 1,652.8 |
| | $ | 328.6 |
| | $ | 9,296.0 |
|
| | | | | | | | | | | | | | |
| Segment operating earnings | | 501.9 |
| | 12.4 |
| | 35.4 |
| | 20.2 |
| | — |
| | 569.9 |
| | 483.2 |
| | 28.3 |
| | 38.0 |
| | 35.9 |
| | 32.9 |
| | 618.3 |
|
| Interest income | |
|
| |
|
| |
|
| |
|
| |
|
| | 0.9 |
| | | | | | | | | | | | 0.7 |
|
| Interest expense | |
|
| |
|
| |
|
| |
|
| |
|
| | (20.7 | ) | | | | | | | | | | | | (10.7 | ) |
| Debt extinguishment expense | | | | | | | | | | | | (1.0 | ) | |
| Earnings before income taxes | |
|
| |
|
| |
|
| |
|
| |
|
| | 549.1 |
| |
| Earning before income taxes | | | | | | | | | | | | | $ | 608.3 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Other Information: | | | | | | | | | | | | | | | | | | | | | | | | |
| Goodwill | | 1,152.0 |
| | 137.4 |
| | 210.0 |
| | 519.6 |
| | — |
| | 2,019.0 |
| | $ | 1,143.3 |
| | $ | 29.5 |
| | $ | 72.1 |
| | $ | 78.9 |
| | $ | 66.6 |
| | $ | 1,390.4 |
|
| Other long-lived assets | | 404.0 |
| | 23.0 |
| | 58.3 |
| | 345.8 |
| | — |
| | 831.1 |
| | 328.6 |
| | 18.4 |
| | 46.4 |
| | 214.1 |
| | 185.9 |
| | 793.4 |
|
| Total assets | | 2,479.0 |
| | 350.8 |
| | 513.3 |
| | 1,265.1 |
| | — |
| | 4,608.2 |
| | 2,740.3 |
| | 252.1 |
| | 382.5 |
| | 527.2 |
| | 344.2 |
| | 4,246.3 |
|
| Income tax expense | | 197.4 |
| | 4.2 |
| | 11.7 |
| | (2.7 | ) | | — |
| | 210.6 |
| |
| Income tax expense (benefit) | | | 198.1 |
| | 4.2 |
| | 8.4 |
| | (6.7 | ) | | 11.2 |
| | 215.2 |
|
| Depreciation and amortization | | 126.4 |
| | 6.1 |
| | 12.4 |
| | 41.4 |
| | — |
| | 186.3 |
| | 102.5 |
| | 3.8 |
| | 9.6 |
| | 30.8 |
| | 7.7 |
| | 154.4 |
|
| Capital expenditures | | 108.7 |
| | 3.2 |
| | 24.4 |
| | 28.8 |
| | — |
| | 165.1 |
| | $ | 92.3 |
| | $ | 5.1 |
| | $ | 11.2 |
| | $ | 19.9 |
| | $ | 31.1 |
| | $ | 159.6 |
|
GAMESTOP CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| |
18. | Supplemental Cash Flow Information |
|
| | | | | | | | | | | | |
| | | 52 Weeks Ended
February 1, 2014 | | 53 Weeks Ended
February 2, 2013 | | 52 Weeks Ended
January 28, 2012 |
| | | (In millions) |
| Cash paid during the period for: | | | | | | |
| Interest | | $ | 2.7 |
| | $ | 2.7 |
| | $ | 24.7 |
|
| Income taxes | | 238.0 | | 246.1 | | 210.7 |
| Acquisitions: | | | | | | |
| Goodwill | | 62.1 |
| | 1.5 |
| | 26.9 |
|
| Noncontrolling interests | | — |
| | — |
| | 0.1 |
|
| Net assets acquired | | 15.3 |
| | — |
| | 3.1 |
|
| Cash paid for acquisitions, net of cash acquired | | $ | 77.4 |
| | $ | 1.5 |
| | $ | 30.1 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Fiscal Year Ended February 1, 2014 | | United States | | Canada | | Australia | | Europe | | Technology Brands | | Consolidated |
| Net sales | | $ | 6,160.4 |
| | $ | 468.8 |
| | $ | 613.7 |
| | $ | 1,733.8 |
| | $ | 62.8 |
| | $ | 9,039.5 |
|
| | | | | | | | | | | | | |
| Segment operating earnings (loss) | | 465.3 |
| | 26.6 |
| | 37.5 |
| | 44.3 |
| | (0.2 | ) | | 573.5 |
|
| Interest income | | | | | | | | | | | | 0.9 |
|
| Interest expense | | | | | | | | | | | | (5.6 | ) |
| Loss before income taxes | | | | | | | | | | | | $ | 568.8 |
|
| | | | | | | | | | | | | |
| Other Information: | | | | | | | | | | | | |
| Goodwill | | $ | 1,143.3 |
| | $ | 33.8 |
| | $ | 81.3 |
| | $ | 94.2 |
| | $ | 62.1 |
| | $ | 1,414.7 |
|
| Other long-lived assets | | 320.0 |
| | 20.8 |
| | 40.4 |
| | 269.3 |
| | 76.6 |
| | 727.1 |
|
| Total assets | | 2,320.7 |
| | 228.7 |
| | 389.2 |
| | 972.2 |
| | 180.6 |
| | 4,091.4 |
|
| Income tax expense | | 173.2 |
| | 11.6 |
| | 8.8 |
| | 21.0 |
| | — |
| | 214.6 |
|
| Depreciation and amortization | | 115.4 |
| | 4.4 |
| | 10.5 |
| | 35.3 |
| | 0.9 |
| | 166.5 |
|
| Capital expenditures | | $ | 85.7 |
| | $ | 6.9 |
| | $ | 6.7 |
| | $ | 21.4 |
| | $ | 4.9 |
| | $ | 125.6 |
|
The holders of Class A Common Stock are entitled to one vote per share on all matters to be voted on by stockholders. Holders of Class A Common Stock will share in any dividend declared by the Board of Directors, subject to any preferential rights of any outstanding preferred stock. In the event of our liquidation, dissolution or winding up, all holders of common stock are entitled to share ratably in any assets available for distribution to holders of shares of common stock after payment in full of any amounts required to be paid to holders of preferred stock.
In 2005, we adopted a rights agreement under which one right (a “Right”) is attached to each outstanding share of our common stock. Each Right entitles the holder to purchase from us one ten-thousandth of a share of a series of preferred stock, designated as Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”), at a price of $100.00 per one one thousandth of a share. The Rights will be exercisable only if a person or group acquires 15% or more of the voting power of our outstanding common stock or announces a tender offer or exchange offer, the consummation of which would result in such person or group owning 15% or more of the voting power of our outstanding common stock.
If a person or group acquires 15% or more of the voting power of our outstanding common stock, each Right will entitle a holder (other than such person or any member of such group) to purchase, at the Right’s then current exercise price, a number of shares of common stock having a market value of twice the exercise price of the Right. In addition, if we are acquired in a merger or other business combination transaction or 50% or more of our consolidated assets or earning power are sold at any time after the Rights have become exercisable, each Right will entitle its holder to purchase, at the Right’s then current exercise price, a number of the acquiring company’s common shares having a market value at that time of twice the exercise price of the Right. Furthermore, at any time after a person or group acquires 15% or more of the voting power of our outstanding common stock but prior to the acquisition of 50% of such voting power, the Board of Directors may, at its option, exchange part or all of the Rights (other than Rights held by the acquiring person or group) at an exchange rate of one one thousandth of a share of Series A Preferred Stock or one share of our common stock for each Right.
We will be entitled to redeem the Rights at any time prior to the acquisition by a person or group of 15% or more of the voting power of our outstanding common stock, at a price of $0.01 per Right. The Rights will expire on October 28, 2014.
We have 5 million shares of $0.001 par value preferred stock authorized for issuance, of which 500 thousand shares have been designated by the Board of Directors as Series A Preferred Stock and reserved for issuance upon exercise of the Rights. Each such share of Series A Preferred Stock will be nonredeemable and junior to any other series of preferred stock that we may issue (unless otherwise provided in the terms of such stock) and will be entitled to a preferred dividend equal to the greater of $1.00 or one thousand times any dividend declared on our common stock. In the event of liquidation, the holders of Series A Preferred Stock will receive a preferred liquidation payment of $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon. Each share of Series A Preferred Stock will have ten thousand votes, voting together with our common stock. However, in the event that dividends on the Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, holders of the Series A Preferred Stock shall have the right, voting as a class, to elect two of our directors. In the event of any merger, consolidation or other transaction in which our common stock is exchanged, each share of Series A Preferred Stock will be entitled to receive one thousand times the amount and type of consideration received per share of our common stock. At February 1, 2014, there were no shares of Series A Preferred Stock outstanding.
Since January 2010, our Board of Directors has authorized several share repurchase programs authorizing our management to repurchase our common stock. Since the beginning of fiscal 2011, the authorizations have been for $500 million at a time. Our typical practice is to seek Board of Directors’ approval for a new authorization before the existing one is fully used in order to make sure that we are always able to repurchase shares. For fiscal 2011, we repurchased 11.2 million shares at an average price per share of $21.38 for a total of $240.2 million, which excludes approximately $22 million of share repurchases that were executed at the end of fiscal 2010 but for which the settlement and related cash outflow did not occur until the beginning of fiscal 2011. For fiscal 2012, the number of shares repurchased was 19.9 million for an average price per share of $20.60 for a total of $409.4 million. For fiscal 2013, the number of shares repurchased was 6.3 million for an average price per share of $41.12 for a total of $258.3 million. Between February 2, 2014 and March 20, 2014, we have repurchased 0.6 million shares at an average price per share of $37.17 for a total of $20.6 million and have $436.5 million remaining under our latest authorization from November 2013.
In February 2012, our Board of Directors approved the initiation of a quarterly cash dividend to our stockholders of Class A Common Stock. We paid a total of $0.80 per share in dividends in fiscal 2012 and a total of $1.10 per share in fiscal 2013. On March 4, 2014, our Board of Directors authorized an increase in our annual cash dividend from $1.10 to $1.32 per share of Class A Common Stock and approved our first quarterly cash dividend to our stockholders for fiscal 2014 of $0.33 per share of Class A Common Stock payable on March 25, 2014 to stockholders of record at the close of business on March 17, 2014. Future dividends will be subject to approval by our Board of Directors.
|
| |
20.18. | Unaudited Quarterly Financial Information |
The following table sets forth certain unaudited quarterly consolidated statement of operations information for the fiscal years ended February 1, 2014January 30, 2016 and February 2, 2013.January 31, 2015. The unaudited quarterly information includes all normal recurring adjustments that our management considers necessary for a fair presentation of the information shown.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Year Ended January 30, 2016 | | Fiscal Year Ended January 31, 2015 |
| | | 1st Quarter | | 2nd Quarter | | 3rd Quarter | | 4th
Quarter (1) | | 1st Quarter | | 2nd Quarter | | 3rd Quarter | | 4th Quarter (1) |
| | | (Amounts in millions, except per share amounts) |
| Net sales | | $ | 2,060.6 |
| | $ | 1,761.9 |
| | $ | 2,016.3 |
| | $ | 3,525.0 |
| | $ | 1,996.3 |
| | $ | 1,731.4 |
| | $ | 2,092.2 |
| | $ | 3,476.1 |
|
| Gross profit | | 639.0 |
| | 580.5 |
| | 655.6 |
| | 1,043.2 |
| | 626.4 |
| | 550.9 |
| | 622.2 |
| | 976.4 |
|
| Operating earnings | | 123.9 |
| | 51.7 |
| | 90.7 |
| | 381.9 |
| | 105.9 |
| | 36.7 |
| | 89.8 |
| | 385.9 |
|
| Net income | | 73.8 |
| | 25.3 |
| | 55.9 |
| | 247.8 |
| | 68.0 |
| | 24.6 |
| | 56.4 |
| | 244.1 |
|
Basic net income per common share(2) | | 0.68 |
| | 0.24 |
| | 0.53 |
| | 2.38 |
| | 0.59 |
| | 0.22 |
| | 0.50 |
| | 2.25 |
|
Diluted net income per common share(2) | | 0.68 |
| | 0.24 |
| | 0.53 |
| | 2.36 |
| | 0.59 |
| | 0.22 |
| | 0.50 |
| | 2.23 |
|
| Dividend declared per common share | | 0.36 |
| | 0.36 |
| | 0.36 |
| | 0.36 |
| | 0.33 |
| | 0.33 |
| | 0.33 |
| | 0.33 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Year Ended February 1, 2014 | | Fiscal Year Ended February 2, 2013 |
| | | 1st Quarter | | 2nd Quarter | | 3rd Quarter | | 4th Quarter (2) | | 1st Quarter | | 2nd Quarter | | 3rd Quarter(1) | | 4th Quarter |
| | | (Amounts in millions, except per share amounts) |
| Net sales | | $ | 1,865.3 |
| | $ | 1,383.7 |
| | $ | 2,106.7 |
| | $ | 3,683.8 |
| | $ | 2,002.2 |
| | $ | 1,550.2 |
| | $ | 1,772.8 |
| | $ | 3,561.5 |
|
| Gross profit | | 578.3 |
| | 481.3 |
| | 598.3 |
| | 1,003.2 |
| | 599.9 |
| | 519.3 |
| | 557.4 |
| | 974.9 |
|
| Operating earnings (loss) | | 87.2 |
| | 18.8 |
| | 109.1 |
| | 358.4 |
| | 115.0 |
| | 34.5 |
| | (603.5 | ) | | 412.3 |
|
| Net income (loss) attributable to GameStop Corp. | | 54.6 |
| | 10.5 |
| | 68.6 |
| | 220.5 |
| | 72.5 |
| | 21.0 |
| | (624.3 | ) | | 261.1 |
|
| Basic net income (loss) per common share (3) | | 0.46 |
| | 0.09 |
| | 0.59 |
| | 1.91 |
| | 0.54 |
| | 0.16 |
| | (5.08 | ) | | 2.17 |
|
| Diluted net income (loss) per common share (3) | | 0.46 |
| | 0.09 |
| | 0.58 |
| | 1.89 |
| | 0.54 |
| | 0.16 |
| | (5.08 | ) | | 2.15 |
|
| Dividend declared per common share | | 0.275 |
| | 0.275 |
| | 0.275 |
| | 0.275 |
| | 0.15 |
| | 0.15 |
| | 0.25 |
| | 0.25 |
|
___________________
The following footnotes are discussed as pretax expenses.
| |
(1) | The results of operations for the third quarter of the fiscal year ended February 2, 2013 include goodwill impairments of $627.0 million and asset impairments of $51.8 million. |
| |
(2) | The results of operations for the fourth quarter of the fiscal year ended February 1, 2014 include goodwill impairments of $10.2 million and asset impairments of $18.5 million. Additionally, results include a $33.6 million benefit associated with changes in accounting estimates primarily related to our loyalty programs and other customer liabilities. |
| |
(3) | Basic net income (loss) per common share and diluted net income (loss) per common share are calculated based on net income (loss) attributable to GameStop Corp. for the quarter. The sum of the quarters may not necessarily be equal to the full year net income (loss) per common share amount. |
(1) The results of operations for the fourth quarter of the fiscal year ended January 30, 2016 include asset impairments of $4.6 million. The results of operations for the fourth quarter of the fiscal year ended January 31, 2015 include asset impairments of $2.2 million.
(2) The sum of the quarters may not necessarily be equal to the full year net income per common share amount.
EXHIBIT INDEX
|
| | | | | | |
Exhibit Number | | Description | | Previously Filed as an Exhibit to and Incorporated by Reference From | | Date Filed |
| | | | | |
| 2.1 | | Agreement and Plan of Merger, dated as of April 17, 2005, among GameStop Corp. (f/k/a GSC Holdings Corp.), Electronics Boutique Holdings Corp., GameStop, Inc., GameStop Holdings Corp. (f/k/a GameStop Corp.), Cowboy Subsidiary LLC and Eagle Subsidiary LLC.(1) | | Current Report on Form 8-K | | April 18, 2005 |
| | | | | |
| 2.2 | | Sale and Purchase Agreement, dated September 30, 2008, between EB International Holdings, Inc. and L Capital, LV Capital, Europ@Web and other Micromania shareholders.(2) | | Current Report on Form 8-K | | October 2, 2008
|
| | | | | |
| 2.3 | | Amendment, dated November 17, 2008, to Sale and Purchase Agreement for Micromania Acquisition listed as Exhibit 2.2 above.(3) | | Current Report on Form 8-K | | November 18, 2008
|
| | | | | |
| 3.1 | | Third Amended and Restated Certificate of Incorporation.(4) | | Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2013 | | September 11, 2013
|
| | | | | |
| 3.2 | | Third Amended and Restated Bylaws.(4) | | Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2013 | | September 11, 2013
|
| | | | | |
| 4.1 | | Indenture, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the subsidiary guarantors party thereto, and Citibank N.A., as trustee.(5)Form of Indenture. | | Registration Statement on Form S-3ASR | | April 10, 2006 |
| | | | | |
| 4.2 | | First Supplemental Indenture, dated October 8, 2005,as of September 24, 2014, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc.,as Issuer, the subsidiary guarantorsSubsidiary Guarantors party thereto as Subsidiary Guarantors and Citibank N.A.,U.S. Bank National Association as trustee.(6)Trustee. | | Current Report on Form 8-K | | September 24, 2014 |
| | | | | | |
| 4.3 | | Rights Agreement, dated asForm of June 27, 2005, between GameStop Corp. (f/k/a GSC Holdings Corp.) and The Bank of New York, as Rights Agent.(7)5.5% Senior Notes due 2019. | | Current Report on Form 8-K | | September 24, 2014 |
| | | | | |
| 4.4 | | First Supplemental Indenture to the Indenture dated as of September 24, 2014, dated as of March 7, 2016, by and among GameStop Corp., the guarantors named therein and U.S. Bank National | | Current Report on Form 8-K | | March 9, 2016 |
| | | | | |
| 4.5 | | Indenture, dated as of March 9 2016, by and among GameStop Corp. as Issuer, the Subsidiary Guarantors party thereto as Subsidiary | | Current Report on Form 8-K | | March 9, 2016 |
| | | | | |
| 4.6 | | Form of Indenture.(8)6.75% Senior Notes due 2021.
| | Current Report on Form 8-K | | March 9, 2016 |
| | | | | | |
| 10.1* | | Fourth Amended and Restated 2001 Incentive Plan.(9) | | Definitive Proxy Statement for 2009 Annual Meeting of Stockholders | | May 22, 2009 |
| | | | | |
| 10.2* | | Amended and Restated 2011 Incentive Plan.(10) | | Current Report on Form 8-K | | June 27, 2013 |
| | | | | |
| 10.3* | | Second Amended and Restated Supplemental Compensation Plan.(11) | | Definitive Proxy Statement for 2008 Annual Meeting of Stockholders | | May 23, 2008 |
| | | | | |
| 10.4* | | Form of Option Agreement.(12) | | Annual Report on Form 10-K for the fiscal year ended January 29, 2005 | | April 11, 2005 |
| | | | | |
| 10.5* | | Form of Restricted Share Agreement.(13) | | Current Report on Form 8-K | | March 9, 2015 |
| | |
10.6 | | Amended and Restated Credit | |
|
| | | | | | |
| 10.6* | | Executive Employment Agreement, dated as of January 4, 2011, amongMay 10, 2013, between GameStop Corp., as Lead Borrower for: GameStop Corp., GameStop, Inc., Sunrise Publications, Inc., Electronics Boutique Holdings Corp., ELBO Inc., EB International Holdings, Inc., Kongregate Inc., GameStop Texas Ltd., Marketing Control Services, Inc., SOCOM LLC and Bank of America, N.A., as Issuing Bank, Bank of America, N.A., as Administrative Agent and Collateral Agent, Wells Fargo Capital Finance, LLC, as Syndication Agent, U.S. Bank National Association and Regions Bank, as Co-Documentation Agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner.(14)Daniel A. DeMatteo. | | Current Report on Form 8-K | | May 13, 2013 |
| | | | | | |
10.710.7* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and J. Paul Raines. | | Current Report on Form 8-K | | May 13, 2013 |
| | | | | |
| 10.8* | | Executive Employment Agreement between GameStop Corp. and J. Paul Raines, as amended on November 13, 2013. | | Current Report on Form 8-K | | November 15, 2013
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| 10.9* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Tony D. Bartel. | | Current Report on Form 8-K | | May 13, 2013 |
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| 10.10* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Robert A. Lloyd. | | Current Report on Form 8-K | | May 13, 2013 |
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| 10.11* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Michael K. Mauler. | | Current Report on Form 8-K | | May 13, 2013 |
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| 10.12* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Michael P. Hogan. | | Annual Report on Form 10-K for the fiscal year ended February 1, 2014 | | April 2, 2014 |
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| 10.13* | | Retirement Policy. | | Current Report on Form 8-K | | March 10, 2014 |
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| 10.14 | | Guaranty, dated as of October 11, 2005, by GameStop Corp. (f/k/a GSC Holdings Corp.) and certain subsidiaries of GameStop Corp. in favor of the agents and lenders.(15) | | Current Report on Form 8-K | | October 12, 2005 |
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10.8 | | Amended and Restated Security Agreement, dated January 4, 2011, among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party hereto, and Bank of America, N.A., as Collateral Agent.(14) |
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10.9 | | Amended and Restated Patent and Trademark Security Agreement, dated January 4, 2011, among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party hereto, and Bank of America, N.A., as Collateral Agent.(14) |
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10.1010.15 | | Mortgage, Security Agreement, and Assignment and Deeds of Trust, dated October 11, 2005, between GameStop of Texas, L.P. and Bank of America, N.A., as Collateral Agent.(15) | | Current Report on Form 8-K | | October 12, 2005 |
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10.1110.16 | | Mortgage, Security Agreement, and Assignment and Deeds of Trust, dated October 11, 2005, between Electronics Boutique of America, Inc. and Bank of America, N.A., as Collateral Agent.(15) |
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10.12 | | Amended and Restated Pledge Agreement, dated January 4, 2011, by and among GameStop Corp., as Lead Borrower, the Subsidiary Borrowers party hereto, and Bank of America, N.A., as Collateral Agent.(14) |
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10.13Current Report on Form 8-K | | Term Loan Agreement, dated NovemberOctober 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, Bank of America, N.A., as Administrative Agent and Collateral Agent, and Banc of America Securities LLC, as Sole Arranger and Bookrunner.(3) |
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Exhibit
Number
| | Description2005 |
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10.14 | | Security Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender and Bank of America, N.A., as Collateral Agent.(3) |
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10.15 | | Patent and Trademark Security Agreement, dated as of November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3) |
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10.16 | | Securities Collateral Pledge Agreement, dated November 12, 2008, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A., as lender, and Bank of America, N.A., as Collateral Agent.(3) |
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10.17* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Daniel A. DeMatteo.(16) |
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10.18* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and J. Paul Raines.(16) |
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10.19* | | Executive Employment Agreement between GameStop Corp. and J. Paul Raines, as amended on November 13, 2013.(17) |
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10.20* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Tony D. Bartel.(16) |
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10.21* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Robert A. Lloyd.(16) |
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10.22* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Michael K. Mauler.(16) |
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10.23* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Michael P. Hogan.(20) |
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10.24* | | Retirement Policy. (18) |
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10.2510.17 | | Second Amended and Restated Credit Agreement, dated as of March 25, 2014, by and among GameStop Corp., certain subsidiaries of GameStop Corp., Bank of America, N.A. and the other lending institutions listed therein, Bank of America, N.A., as Issuing Bank, Bank of America, N.A., as Agent, JPMorgan Chase Bank, N.A., as Syndication Agent and Wells Fargo Capital Finance, LLC andBank, National Association, U.S. Bank National Association, and Regions Bank as Co-Documentation Agents. (19)Agents and Merrill Lynch, Pierce, Jenner & Smith Incorporated as sole lead arranger and bookrunner. | | Current Report on Form 8-K | | March 28, 2014
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10.2610.18 | | Second Amended and Restated Security Agreement, dated as of March 25, 2014. (19) | | Current Report on Form 8-K | | March 28, 2014
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10.2710.19 | | Second Amended and Restated Patent and Trademark Security Agreement, dated as of March 25, 2014. (19) | | Current Report on Form 8-K | | March 28, 2014
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10.2810.20 | | Second Amended and Restated Pledge Agreement, dated as of March 25, 2014. (19) | | Current Report on Form 8-K | | March 28, 2014
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| 10.21 | | First Amendment to Second Amended and Restated Credit Agreement dated as of September 15, 2014, by and among GameStop Corp., the Borrowers party thereto, the Lenders party thereto and Bank of America, N.A. | | Current Report on Form 8-K | | September 16, 2014 |
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| 10.22* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Michael T. Buskey. | | Filed herewith. | | |
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| 10.23* | | Executive Employment Agreement, dated as of May 10, 2013, between GameStop Corp. and Troy W. Crawford. | | Filed herewith. | | |
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| 21.1 | | Subsidiaries. (20) | | Filed herewith. | | |
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| 23.1 | | Consent of Deloitte & Touche LLP. (20) | | Filed herewith. | | |
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23.2 | | Consent of BDO USA, LLP. (20) |
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| 31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (20) | | Filed herewith. | | |
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| 31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (20) | | Filed herewith. | | |
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| 32.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (21) | | Furnished herewith. | | |
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| 32.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (21) | | Furnished herewith. | | |
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| 101.INS | | XBRL Instance Document (22)Document. | | Submitted electronically herewith. | | |
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| 101.SCH | | XBRL Taxonomy Extension Schema (22)Schema. | | Submitted electronically herewith. | | |
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| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase (22)Linkbase. | | Submitted electronically herewith. | | |
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| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase (22)Linkbase. | | Submitted electronically herewith. | | |
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| 101.LAB | | XBRL Taxonomy Extension Label Linkbase (22)Linkbase. | | Submitted electronically herewith. | | |
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| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase (22)Linkbase. | | Submitted electronically herewith. | | |
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* This exhibit is a management or compensatory contract.
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(1) | Incorporated by reference to GameStop Holdings Corp.’s Form 8-K filed with the Securities and Exchange Commission on April 18, 2005. |
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(2) | Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 2, 2008. |
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(3) | Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 18, 2008. |
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(4) | Incorporated by reference to the Registrant’s 10-Q for the fiscal quarter ended August 3, 2013 filed with the Securities and Exchange Commission on September 11, 2013. |
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(5) | Incorporated by reference to GameStop Holdings Corp.’s Form 8-K filed with the Securities and Exchange Commission on September 30, 2005. |
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(6) | Incorporated by reference to the Registrant’s Form 10-Q for the fiscal quarter ended October 29, 2005 filed with the Securities and Exchange Commission on December 8, 2005. |
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(7) | Incorporated by reference to the Registrant’s Amendment No.1 to Form S-4 filed with the Securities and Exchange Commission on July 8, 2005. |
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(8) | Incorporated by reference to the Registrant’s Form S-3ASR filed with the Securities and Exchange Commission on April 10, 2006. |
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(9) | Incorporated by reference to Appendix A to the Registrant’s Proxy Statement for 2009 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 22, 2009. |
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(10) | Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 27, 2013. |
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(11) | Incorporated by reference to Appendix A to the Registrant’s Proxy Statement for 2008 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 23, 2008. |
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(12) | Incorporated by reference to GameStop Holdings Corp.’s Form 10-K for the fiscal year ended January 29, 2005 filed with the Securities and Exchange Commission on April 11, 2005. |
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(13) | Incorporated by reference to GameStop Holdings Corp.’s Form 8-K filed with the Securities and Exchange Commission on September 12, 2005. |
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(14) | Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 6, 2011. |
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(15) | Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 12, 2005. |
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(16) | Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 13, 2013. |
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(17) | Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 15, 2013. |
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(18) | Incorporated by reference to the Registrant's Form 8-K filed with the Securities and Exchange Commission on March 11, 2014. |
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(19) | Incorporated by reference to the Registrant's Form 8-K filed with the Securities and Exchange Commission on March 28, 2014. |
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(22) | Submitted electronically herewith. |
