Exhibit 99.3
GAMESTOP CORP.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated balance sheet as
of July 30, 2005 gives effect to the business combination (the "merger" or
"business combination") of Electronics Boutique Holdings Corp. ("EB") and
GameStop Holdings Corp., formerly known as GameStop Corp., ("Historical
GameStop") into wholly-owned subsidiaries of GameStop Corp., formerly known as
GSC Holdings Corp. (the "Company") as if it occurred on that date. The following
unaudited pro forma condensed consolidated statements of operations for the
fiscal year ended January 29, 2005 and for the 26 weeks ended July 30, 2005
gives effect to the merger as if it occurred on February 1, 2004. The fiscal
year of the Company, Historical GameStop and EB is composed of 52 or 53 weeks
ending on the Saturday closest to January 31. Reclassifications have been made
to the historical financial statements of Historical GameStop and EB to conform
to the presentation used by the Company.
In the merger, which was completed on October 8, 2005, EB common
stockholders received $38.15 in cash and 0.78795 of a share of the Company's
Class A common stock for each share of EB common stock that they owned. In
addition, Historical GameStop stockholders received one share of the Company's
Class A common stock for each share of Historical GameStop Class A common stock
that they owned and one share of the Company's Class B common stock for each
share of Historical GameStop Class B common stock that they owned.
The merger and related transactions were treated as a purchase business
combination for accounting purposes, and EB's assets acquired and liabilities
assumed were recorded at their fair value. The Historical GameStop Class A
common stock price was $21.61 per share (based on the closing price for
Historical GameStop Class A common stock on April 15, 2005, the last trading day
prior to the April 18, 2005 public announcement of the merger) and 25.7 million
shares of EB common stock were outstanding at the date of completion of the
merger. Approximately 22.2 million and 29.9 million shares of the Company's
Class A common stock and the Company's Class B common stock, respectively, were
issued in exchange for all outstanding common stock of Historical GameStop,
based on the one-for-one exchange ratio. An aggregate of 20.2 million shares of
the Company's Class A common stock were issued and $979.4 million in cash was
paid in consideration for all outstanding common stock of EB. In addition, $13.8
million in cash was paid to the holders in exchange for all of the outstanding
stock options of EB. Principally all of the cash consideration paid was from the
proceeds of the Company's issuance of $300 million of senior floating rate notes
due 2011 and $650 million aggregate principal senior notes due 2012.
The allocations of the purchase price to EB's assets, including intangible
assets, and liabilities have been based on estimates of fair values. These
allocations are preliminary and further refinements are likely to be made. Among
the provisions of Statement of Financial Accounting Standards No. 141, "Business
Combinations," criteria have been established for determining whether intangible
assets should be recognized separately from goodwill. Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" provides,
among other guidelines, that goodwill and intangible assets with indefinite
lives will not be amortized, but rather are tested for impairment on at least an
annual basis.
Management expects that the benefits of the business combination will
generate approximately $30.0 million of cost savings and operating synergies by
the end of the fiscal year ending February 3, 2007 and $50.0 million annually
thereafter by capitalizing on consolidation and integration of certain functions
as well as through the adoption of best practices from both Historical GameStop
and EB. The accompanying unaudited pro forma condensed statements of operations
do not include any cost saving synergies which may be achievable.
The unaudited pro forma financial information shown under this heading is
presented for informational purposes only, is not necessarily indicative of the
financial position or results of operations that would actually have occurred
had the merger or the related transactions been consummated as of the date or at
the beginning of the periods presented, nor is it necessarily indicative of
future operating results or financial position. The unaudited pro forma
financial information under this heading and the accompanying notes should be
read together with the consolidated financial statements and related notes
included elsewhere in this report.
1
<page>
<table>
<caption>
GAMESTOP CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except per share data)
Historical Historical
GameStop EB GameStop
July 30, July 30, Pro Forma Corp.
2005 2005 Adjustments Pro Forma
---------- ----------- ------------------ ------------
ASSETS:
<s> <c> <c> <c> <c>
Current assets:
Cash and cash equivalents................................... $ 98,954 $ 71,169 $ 941,472(a) $ 77,817
(1,006,811)(b)
(19,842)(c)
(7,125)(d)
Marketable securities....................................... -- 35,700 -- 35,700
Receivables, net............................................ 9,418 19,813 29,231
Merchandise inventories..................................... 257,396 273,945 (25,253)(f) 506,088
Prepaid expenses and other current assets................... 24,302 33,792 (14,493)(f) 43,601
Prepaid taxes............................................... 12,534 -- 32,530(e) 48,321
2,708(d)
549(f)
Deferred taxes.............................................. 5,435 13,940 18,655(f) 38,030
---------- ----------- -------------- ------------
Total current assets....................................... 408,039 448,359 (77,610) 778,788
---------- ----------- -------------- ------------
Property and equipment:
Land........................................................ 2,000 10,497 (2,518)(f) 9,979
Building and leasehold improvements......................... 120,145 173,055 (48,380)(f) 243,690
(1,130)(e)
Fixtures and equipment...................................... 210,942 172,339 (78,136)(f) 296,255
(8,890)(e)
Construction in progress.................................... -- 3,867 (3,867)(f) --
---------- ----------- -------------- ------------
333,087 359,758 (142,921) 549,924
Less accumulated depreciation and amortization.............. 144,353 166,113 (166,113)(f) 144,353
---------- ----------- -------------- ------------
Net property and equipment................................. 188,734 193,645 23,192 405,571
---------- ----------- -------------- ------------
Investment.................................................... -- -- 1,443,955(b)
(1,443,955)(f)
Goodwill, net................................................. 320,888 18,418 (18,418)(f) 1,466,333
1,145,445(f)
Assets to be disposed of...................................... -- -- 19,190(f) 19,190
Other intangible assets....................................... -- -- 3,432(f) 3,432
Deferred tax asset............................................ -- 15,770 (15,770)(f) --
Deferred financing fees....................................... -- -- 19,842(c) 19,842
Other noncurrent assets....................................... 3,011 7,757 17,299(f) 28,067
---------- ----------- -------------- ------------
Total other assets......................................... 323,899 41,945 1,171,020 1,536,864
---------- ----------- -------------- ------------
Total assets............................................... $ 920,672 $ 683,949 $ 1,116,602 $ 2,721,223
========== =========== ============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable............................................ $ 166,070 $ 166,644 $ $ 332,714
Accrued liabilities......................................... 103,706 96,167 75,584(e) 275,457
Note payable, current portion............................... 12,173 813 12,986
---------- ----------- -------------- ------------
Total current liabilities.................................. 281,949 263,624 75,584 621,157
---------- ----------- -------------- ------------
Deferred taxes................................................ 19,898 -- 50,114(f) 70,012
Notes payable, long-term portion.............................. 24,347 10,210 34,557
Senior notes payable, long-term portion....................... 641,472(a) 641,472
Senior floating rate notes payable, long-term portion......... 300,000(a) 300,000
Deferred rent and other long-term liabilities................. 15,503 30,591 (3,771)(f) 42,323
---------- ----------- -------------- ------------
Total long-term liabilities................................ 59,748 40,801 987,815 1,088,364
---------- ----------- -------------- ------------
Total liabilities.......................................... 341,697 304,425 1,063,399 1,709,521
---------- ----------- -------------- ------------
Stockholders' equity :
Preferred stock - authorized 5,000 shares; no shares issued or
outstanding
Class A common stock - $.001 par value; authorized (3)(b)
300,000 shares; 21,900 shares issued and outstanding........ 25 282 (282)(f) 42
Class B common stock - $.001 par value; authorized 20(b)
100,000 shares; 29,902 shares issued and outstanding........ 30 -- 30
Additional paid-in-capital.................................. 519,113 233,411 437,124(b) 906,240
(49,997)(b)
(233,411)(f)
Accumulated other comprehensive income (loss)............... (43) 3,723 (3,723)(f) (43)
Retained earnings........................................... 109,850 208,240 (155,166)(f) 105,433
(53,074)(e)
(4,417)(d)
Treasury stock, at cost..................................... (50,000) (66,132) 66,132(f) --
50,000(b)
---------- ----------- -------------- ------------
Total stockholders' equity................................. 578,975 379,524 53,203 1,011,702
---------- ----------- -------------- ------------
Total liabilities and stockholders' equity ................ $ 920,672 $ 683,949 $ 1,116,602 $ 2,721,223
========== =========== ============== ============
</table>
2
See accompanying notes to unaudited pro forma condensed balance sheet.
<page>
GAMESTOP CORP.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except per share data)
1. Certain reclassifications have been made to the historical presentation
of Historical GameStop and EB to conform to the presentation used in the
unaudited pro forma condensed consolidated balance sheet.
2. In connection with the business combination, EB stockholders received
$38.15 in cash plus .78795 shares of the Company Class A common stock for each
share of EB common stock that they own.
Until the close, EB option holders had the right to exercise their options,
giving them the right to receive the same consideration as the EB stockholders
as described above. To the extent the options were exercised, EB received cash
proceeds equal to the exercise price of the option and a tax benefit equal to
the stock value at the date of exercise, net of the exercise price, multiplied
be the effective tax rate. For those options that remained unexercised as of the
close, those option holders had the right to receive $38.15 in cash plus cash
equal to .78795 multiplied by the average of the closing prices of Historical
GameStop Class A common stock for the ten trading days prior to the closing date
less their exercise price less applicable tax withholding. Cash consideration of
$13,839 was used to retire the outstanding options.
Under the purchase method of accounting, the total consideration as shown
in the table below is allocated to EB's tangible and intangible assets and
liabilities based on their fair values as of July 30, 2005. The consideration
was as follows:
<table>
<caption>
Capital in
Common Excess of
Shares Par Value Total
------ ----------- -------------
<s> <c> <c> <c>
Issuance of Holdco shares to EB (20.229 million shares at $21.61).................... $ 20 $ 437,124 $ 437,144
Cash consideration paid to EB common stockholders.................................... 979,415
Cash consideration paid to EB stock option holders................................... 13,839
Estimated GameStop transaction costs................................................. 13,558
Total cash consideration............................................................. 1,006,812
-------------
Total consideration.................................................................. $ 1,443,956
=============
</table>
Based upon the assessment of the fair values, the preliminary allocation of
the purchase price to the proportionate amount of assets acquired and
liabilities assumed in the combination with EB is as follows:
Current assets.................................................. $ 450,328
Property and equipment, net..................................... 226,857
Goodwill........................................................ 1,145,445
Intangible assets:
Executive employment contracts and non-compete agreement..... 282
Point of sale software....................................... 3,150
Leasehold interests.......................................... 17,299
-------------
Total intangible assets................................... 20,731
Other noncurrent assets......................................... 26,947
Current liabilities............................................. (339,208)
Deferred income tax liabilities................................ (50,114)
Long-term liabilities.......................................... (37,030)
-------------
Total purchase price............................................ $ 1,443,956
=============
4
The total weighted average amortization period for the intangible assets is
approximately four years. The intangible assets are being amortized based upon
the pattern in which the economic benefits of the intangible assets are being
utilized. The goodwill is considered to have an indefinite life and will not be
amortized.
In connection with the merger, management incurred merger related costs and
commenced integration activities which have resulted in, or will result in,
involuntary employment terminations, lease terminations, disposals of property
and equipment and other costs and expenses. The liability for involuntary
termination benefits covers severance amounts, payroll taxes and benefit costs
for approximately 680 employees, primarily in general and administrative
functions in EB's Pennsylvania corporate office and distribution center and
Nevada call center, which are expected to be closed in the first half of fiscal
2006. These employees are expected to be terminated between December 2005 and
July 2006. Certain senior executives with EB received payments in the amount of
$3,960 in accordance with employment contracts. The Pennsylvania corporate
office and distribution center are owned facilities which are currently being
marketed for sale and are classified in the accompanying balance sheet as
"Assets to be disposed of". Sale of these facilities is expected to occur within
the next year.
The liability for lease terminations is associated with stores and the
Nevada call center to be closed and will be paid over the remaining lease terms
through 2015, if the Company is unsuccessful in negotiating lease terminations
or sublease agreements. The Company intends to close these stores in the next
year. The disposals of property and equipment are related to assets of
Historical GameStop which are either impaired or have been, or will be, either
abandoned or disposed of due to the merger. Certain costs associated with the
disposition of these assets remain as an accrual until the assets are disposed
of and the costs are paid, which is expected to occur in the next few months.
Merger related costs include professional fees, financing costs and other
costs associated with the merger and include certain ongoing costs associated
with integrating the operations of Historical GameStop and EB, including
relocation costs. The Company is working to finalize integration plans which may
result in additional involuntary employment terminations, lease and other
contractual terminations and employee relocations. The Company will finalize
integration plans and related liabilities in 2006 and management anticipates
completion of all integration activities in 2006. Finalization of integration
plans may result in additional liabilities which will increase goodwill.
(a) To give effect to the receipt of $941,472 resulting from issuance of
the $950,000 aggregate principal amount of senior notes and senior floating rate
notes issued to finance the merger, less discount of $8,528.
(b) To give effect to the investment in EB by the payment of cash and
issuance of 20,229 shares of GameStop Class A common stock and to the
elimination of Historical GameStop treasury stock.
(c) To give effect to the deferred financing fees.
(d) To give effect to the commitment fees related to the bridge loan, net
of tax benefit.
(e) To give effect to $75,584 of estimated merger costs and liabilities for
involuntary employment terminations, lease terinations and disposals of property
and equipment as described above, net of tax benefit.
(f) To eliminate the investment in EB against the underlying net book value
and to reflect the results of the allocation of the purchase price.
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<page>
<table>
<caption>
GAMESTOP CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
Historical Historical
GameStop EB GameStop
January 29, January 29, Pro Forma Corp.
For the 52 Weeks Ended January 29, 2005 2005 2005 (a) Adjustments (b) Pro Forma
- --------------------------------------- ------------- ------------ ---------------- ------------
<s> <c> <c> <c> <c>
Sales......................................................... $ 1,842,806 $ 1,984,879 $ $ 3,827,685
Cost of sales................................................. 1,333,506 1,453,048 2,786,554
------------- ------------- ----------- ------------
Gross profit................................................ 509,300 531,831 -- 1,041,131
Selling, general and administrative expenses.................. 373,364 415,049 788,413
Depreciation and amortization................................. 36,789 37,452 3,723(c) 77,964
------------- ------------- ----------- ------------
Operating earnings.......................................... 99,147 79,330 (3,723) 174,754
Interest income............................................... (1,919) (2,350) (4,269)
Interest expense.............................................. 2,155 -- 69,072(d) 74,488
3,261(e)
------------- ------------- ----------- ------------
Earnings (loss) before income tax expense (benefit)......... 98,911 81,680 (76,056) 104,535
Income tax expense (benefit).................................. 37,985 29,393 (28,901)(f) 38,477
------------- ------------- ----------- ------------
Net earnings (loss)......................................... $ 60,926 $ 52,287 $ (47,155) $ 66,058
============= ============= =========== ============
Net earnings (loss) per Class A and Class B common share -
basic....................................................... $ 1.11(h) $ 2.16 $ (2.39) $ 0.88(i)
============= ============= =========== ============
(24,159)(g)
Weighted average shares of common stock - basic............... 54,662 24,159 20,229(g) 74,891
============= ============= =========== ============
Net earnings (loss) per Class A and Class B common share -
diluted..................................................... $ 1.05(h) $ 2.13 $ (2.33) $ 0.85(i)
============= ============= =========== ============
(24,547)(g)
Weighted average shares of common stock - diluted............. 57,796 24,547 20,229(g) 78,025
============= ============= =========== ============
</table>
See accompanying notes to unaudited pro forma condensed consolidated statement
of operations.
6
<page>
<table>
<caption>
GAMESTOP CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
Historical Historical
GameStop EB GameStop
July 30, July 30, Pro Forma Corp.
For the 26 Weeks Ended July 30, 2005 2005 2005 (a) Adjustments (b) Pro Forma
- ------------------------------------ ------------- ------------ ---------------- ------------
<s> <c> <c> <c> <c>
Sales........................................................ $ 890,657 $ 953,664 $ $ 1,844,321
Cost of sales................................................ 636,465 686,436 1,322,901
------------- ------------- ----------- ------------
Gross profit............................................... 254,192 267,228 -- 521,420
Selling, general and administrative expenses................. 203,297 239,581 442,878
Depreciation and amortization................................ 20,848 22,370 1,861(c) 45,079
------------- ------------- ----------- ------------
Operating earnings......................................... 30,047 5,277 (1,861) 33,463
Interest income.............................................. (1,082) (1,592) (2,674)
Interest expense............................................. 1,309 -- 36,493(d) 39,433
1,631(e)
------------- ------------- ----------- ------------
Earnings (loss) before income tax expense (benefit)........ 29,820 6,869 (39,985) (3,296)
Income tax expense (benefit)................................. 11,591 2,472 (15,194)(f) (1,131)
------------- ------------- ----------- ------------
Net earnings (loss)........................................ $ 18,229 $ 4,397 $ (24,791) $ (2,165)
============= ============= =========== ============
Net earnings (loss) per Class A and Class B common share -
basic...................................................... $ 0.36(h) $ 0.18 $ (0.57) $ (0.03)(i)
============= ============= =========== ============
(24,896)(g)
Weighted average shares of common stock - basic.............. 51,323 24,896 20,229(g) 71,552
============= ============= =========== ============
Net earnings (loss) per Class A and Class B common share -
diluted.................................................... $ 0.33(h) $ 0.17 $ (0.53) $ (0.03)(i)
============= ============= =========== ============
(25,273)(g)
(4,176)(j)
Weighted average shares of common stock - diluted............ 55,499 25,273 20,229(g) 71,552
============= ============= =========== ============
</table>
See accompanying notes to unaudited pro forma condensed consolidated statement
of operations.
7
GAMESTOP CORP.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
(in thousands, except per share data)
(a) Certain reclassifications have been made to the historical presentation
of Historical GameStop and EB to conform to the presentation used in the
unaudited pro forma condensed consolidated statement of operations.
(b) The Unaudited Pro Forma Condensed Consolidated Statement of Operations
exclude certain expenses of $11,329 and financing costs of $7,518, which are
directly attributable to the merger and are believed to be of a onetime or
short-term nature.
(c) To give effect to the intangible asset amortization and depreciation on
the property and equipment adjustment based on the allocation of the purchase
price over estimated useful lives.
(d) To give effect to the interest expense incurred related to the receipt
of $941,472 resulting from issuance of $650,000 in senior notes, at an interest
rate of 8.0%, and $300,000 in senior floating rate notes at an interest rate of
LIBOR plus 3.875%. The senior notes were issued at a discount of $8,528 and
interest expense includes the amortization of this discount over seven years.
(e) To give effect to the amortization of deferred financing fees relating
to the $400,000 revolver, the senior floating rate notes and the senior notes
over five, six and seven years to match the terms, respectively.
(f) Represents the aggregate pro forma effective income tax effect (38%) of
Notes (c), (d) and (e) above.
(g) The pro forma earnings per share have been adjusted to reflect the
issuance of 20,229 shares of the Company's common stock to EB common
stockholders.
(h) The holders of Historical GameStop Class A and Class B common stock
generally have identical rights, except that the holders of Historical GameStop
Class A common stock are entitled to one vote per share and the holders of
Historical GameStop Class B common stock are entitled to ten votes per share on
all matters to be voted on by stockholders. Earnings per common share amounts
represent per share amounts for both classes of common stock.
(i) The holders of the Company's Class A and Class B common stock generally
have identical rights, except that the holders of the Company's Class A common
stock are entitled to one vote per share and the holders of the Company's Class
B common stock are entitled to ten votes per share on all matters to be voted on
by stockholders. Earnings per common share amounts represent per share amounts
for both classes of common stock.
(j) To remove the effect of dilutive securities that are antidilutive in
nature in the 26 weeks ended July 30, 2005 due to the pro forma net loss.
8