GameStop Corp. (NYSE:GME)(NYSE:GME.B), the world's largest video
game and entertainment software retailer, today reported record
sales and earnings for the fourth quarter and full year ended
January 28, 2006. Fourth Quarter Financial Results Earnings were
$85.0 million for the fourth quarter of 2005, including merger-
related expenses of $2.3 million ($1.4 million, net of tax
benefits), as compared to earnings of $34.5 million in the prior
year quarter. Diluted earnings per share were $1.10 for the fourth
quarter of 2005, including merger-related expenses of $0.02 per
diluted share, as compared to $0.64 per diluted share in the prior
year quarter, significantly exceeding prior guidance. GameStop
sales increased 135.2% to $1,666.9 million in the fourth quarter,
in comparison to $708.7 million in the prior year quarter, which
was primarily due to the addition of the Electronics Boutique
stores acquired in October 2005. On a comparable store basis, sales
decreased 0.3% during the fourth quarter. Full Year Financial
Results Earnings were $100.8 million for fiscal 2005, including
merger-related expenses of $21.1 million ($13.3 million, net of tax
benefits), as compared to earnings of $60.9 million in fiscal 2004.
Diluted earnings per share were $1.61 for fiscal 2005, including
merger related expenses of $0.21 per diluted share, as compared to
$1.05 per diluted share in 2004. GameStop sales were $3,091.8
million for fiscal 2005, an increase of 67.8% over fiscal 2004
sales of $1,842.8 million. On a comparable store basis, sales
decreased 1.4% during fiscal 2005. "2005 was an exceptional year
for GameStop and our shareholders," indicated R. Richard Fontaine,
Chairman and Chief Executive Officer. "Our Class A shares began the
fiscal year at $18.90 and closed fiscal 2005 at $39.14, a 107%
increase, and have continued to rise in 2006. Clearly, our merger
with EB Games in October was well received in the market and, I
believe, is a reflection of our outstanding position and immense
potential in a growing business." "We achieved record sales,
increased gross margins, and kept expenses well under control in
the midst of explosive growth. Our operating margins increased to
6.2%, and net earnings for the year surpassed $100 million,"
reported Fontaine. "Tight execution of our integration plans have
already begun to yield significant synergies and have resulted in
improved cash flow with a year end cash balance of over $400
million." "GameStop's market share has grown every year," noted
Fontaine. "And with the merger completed, we now have a 21% share
of all new video game sales in the U.S. according to the NPD
Group." "We continue to define ourselves as a growth company. That
commitment was never more evident than in 2005, when we opened 792
new stores, including 450 in the U.S. and 342 internationally,"
remarked Fontaine. "In 2006, we plan to open 400 new stores,
slowing slightly to give our field organization time to digest all
of the changes of the integration, and ramp up to an estimated 600
stores in each of the next two years." "We have an excellent and
deep management team, our business plan is sound, and our
opportunities are great. We are very excited about the future of
GameStop," concluded Fontaine. Business Outlook For fiscal 2006
(the 53-week year ending February 3, 2007), sales are projected to
grow between 14.0% and 17.0% on a pro forma basis, with comparable
store sales increasing from +6.0% to +9.0%, highlighted by the
anticipated launches of Sony's PlayStation 3 and Nintendo's
Revolution in November. Diluted earnings per share for the full
year are expected to range from $1.83 to $1.93, including projected
stock-based compensation expense of $21.2 million ($13.4 million,
net of tax benefits), or $0.17 per diluted share. Excluding
projected stock-based compensation, full year diluted earnings per
share are expected to range from $2.00 to $2.10. For the first
quarter of fiscal 2006, the company expects comparable store sales
to range from -7.0% to -9.0%, due primarily to the launch of Sony's
PSP in the prior year quarter, while diluted earnings per share are
expected to range from $0.04 to $0.05, including expected
stock-based compensation expense of $5.2 million ($3.2 million, net
of tax benefit), or $0.04 per diluted share. This compares to a pro
forma loss of $0.01 per diluted share in the prior year quarter.
Synergies related to the merger with Electronics Boutique remain on
schedule and the company now forecasts savings ranging from $70 to
$80 million in fiscal 2006. These synergies represent the
elimination of duplicate general office and warehousing costs,
advertising efficiencies, freight savings, benefits from applying
GameStop's merchandising algorithms to EB's used video game
category, and other fixed cost savings. Including projected pro
forma fiscal 2006 EPS growth of 81%, the company currently expects
that EPS could grow approximately 25% annually for each of the next
three years based upon expected strong video game industry
fundamentals, continued merger synergies and excellent cash
generation. Note that guidance does not include merger costs
related to the business combination. Fiscal 2005 pro forma
statements of operations have been provided in Schedule C as if the
acquisition of Electronics Boutique Holding Corp. took place at the
beginning of fiscal 2005. In addition, the pro forma statements of
operations include stock-based compensation expense as if SFAS No.
123(R) was implemented at the beginning of fiscal 2005. Conference
Call and Webcast Information A conference call with GameStop
Corp.'s management is scheduled for March 21, 2006 at 11:00 a.m. ET
to discuss the fourth quarter and full year 2005 sales and earnings
results. The conference call will be simulcast on the Internet at
(http://www.gamestop.com/investor-relations/). The conference call
will be archived on the website until April 4, 2006. About GameStop
Corp. Headquartered in Grapevine, TX, GameStop Corp.
(NYSE:GME)(NYSE:GME.B) is the world's largest video game and
entertainment software retailer. The company operates 4,490 retail
stores across the United States and in fourteen countries
worldwide. The company also owns two e-commerce sites, GameStop.com
and EBgames.com, and Game Informer(R) magazine, a leading video and
computer game publication. GameStop Corp. sells the most popular
new software, hardware and game accessories for the PC and next
generation video game systems from Sony, Nintendo, and Microsoft.
In addition, the company sells computer and video game magazines
and strategy guides, action figures, and other related merchandise.
General information on GameStop Corp. can be obtained at the
company's corporate Website:
http://www.gamestop.com/investor-relations/. Safe Harbor This press
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, the outlook for fiscal
2006 and beyond, future financial and operating results, projected
store openings, the company's plans, objectives, expectations and
intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of
GameStop's management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in
the forward-looking statements. The following factors, among
others, could cause actual results to differ from those set forth
in the forward-looking statements: the risk that the businesses of
GameStop and Electronics Boutique will not be integrated
successfully or that the cost savings and other synergies from the
combination may not be fully realized or may take longer to realize
than expected; the inability to obtain sufficient quantities of
product to meet consumer demand; the timing of the release of the
next generation consoles, including Sony's PlayStation 3 and
Nintendo's Revolution; and economic and other events that could
reduce or impact consumer demand. Additional factors that could
cause GameStop's results to differ materially from those described
in the forward-looking statements can be found in the Annual
Reports on Forms 10-K/A of GameStop and Electronics Boutique for
the fiscal year ended January 29, 2005 filed with the SEC and
available at the SEC's Internet site at http://www.sec.gov. -0- *T
GameStop Corp. Statements of Operations (in thousands, except per
share data) 13 weeks 13 weeks ended ended January 28, 2006 January
29, 2005 ---------------- ---------------- Sales $1,666,914
$708,740 Cost of sales 1,225,796 529,327 ----------------
---------------- Gross profit 441,118 179,413 Selling, general and
administrative expenses 259,974 113,149 Depreciation and
amortization 26,283 10,284 Merger-related expenses 2,271 -
---------------- ---------------- Operating earnings 152,590 55,980
Interest expense, net 18,635 489 ---------------- ----------------
Earnings before income tax expense 133,955 55,491 Income tax
expense 48,940 20,974 ---------------- ---------------- Net
earnings $85,015 $34,517 ================ ================ Earnings
per common share: Basic $1.17 $0.68 Diluted $1.10 $0.64 Weighted
average common shares outstanding: Basic 72,406 50,702 Diluted
77,387 54,155 Percentage of Sales: -------------------- Sales
100.0% 100.0% Cost of sales 73.5% 74.7% ----------------
---------------- Gross profit 26.5% 25.3% SG&A expenses 15.6%
16.0% Depreciation and amortization 1.6% 1.4% Merger-related
expenses 0.2% -- ---------------- ---------------- Operating
earnings 9.1% 7.9% Interest expense, net 1.1% 0.1% ----------------
---------------- Earnings before income tax expense 8.0% 7.8%
Income tax expense 2.9% 2.9% ---------------- ---------------- Net
earnings 5.1% 4.9% ================ ================ *T -0- *T
GameStop Corp. Statements of Operations (in thousands, except per
share data) 52 weeks 52 weeks ended ended January 28, 2006 January
29, 2005 ---------------- ----------------- Sales $3,091,783
$1,842,806 Cost of sales 2,219,753 1,333,506 ---------------
----------------- Gross profit 872,030 509,300 Selling, general and
administrative expenses 599,343 373,364 Depreciation and
amortization 66,355 36,789 Merger-related expenses 13,600 -
--------------- ----------------- Operating earnings 192,732 99,147
Interest expense, net 25,292 236 Merger-related interest expense
7,518 - --------------- ----------------- Earnings before income
tax expense 159,922 98,911 Income tax expense 59,138 37,985
--------------- ----------------- Net earnings $100,784 $60,926
=============== ================= Earnings per common share: Basic
$1.74 $1.11 Diluted $1.61 $1.05 Weighted average common shares
outstanding: Basic 57,920 54,662 Diluted 62,486 57,796 Percentage
of Sales: -------------------- Sales 100.0% 100.0% Cost of sales
71.8% 72.4% --------------- ----------------- Gross profit 28.2%
27.6% SG&A expenses 19.4% 20.2% Depreciation and amortization
2.2% 2.0% Merger-related expenses 0.4% -- ---------------
----------------- Operating earnings 6.2% 5.4% Interest expense,
net 0.8% 0.0% Merger-related interest expense 0.2% --
--------------- ----------------- Earnings before income tax
expense 5.2% 5.4% Income tax expense 1.9% 2.1% ---------------
----------------- Net earnings 3.3% 3.3% ===============
================= *T -0- *T GameStop Corp. Balance Sheets (in
thousands, except per share data) January 28, January 29, 2006 2005
------------ ------------ ASSETS: Current assets: Cash and cash
equivalents $ 401,593 $ 170,992 Receivables, net 38,738 9,812
Merchandise inventories 603,178 216,296 Prepaid expenses and other
current assets 16,339 18,400 Prepaid taxes 19,135 3,703 Deferred
taxes 42,282 5,785 ------------ ------------ Total current assets
1,121,265 424,988 ------------ ------------ Property and equipment:
Land 10,257 2,000 Buildings & leasehold improvements 262,363
106,428 Fixtures and equipment 340,198 184,536 ------------
------------ 612,818 292,964 Less accumulated depreciation and
amortization 180,693 124,565 ------------ ------------ Net property
and equipment 432,125 168,399 ------------ ------------ Goodwill,
net 1,392,352 320,888 Assets to be disposed of 19,297 - Other
noncurrent assets 50,080 1,708 ------------ ------------ Total
assets $ 3,015,119 $ 915,983 ============ ============ LIABILITIES
AND STOCKHOLDERS' EQUITY: Current liabilities: Accounts payable $
543,288 206,739 Accrued liabilities 331,859 94,983 Notes payable,
current portion 12,527 12,173 ------------ ------------ Total
current liabilities 887,674 313,895 Deferred taxes 12,938 21,257
Other long-term liabilities 36,331 13,473 Notes payable, long-term
portion 21,675 24,347 Senior floating and fixed rate notes payable,
net of discount 941,788 - ------------ ------------ Total
liabilities $ 1,900,406 $ 372,972 ------------ ------------
Stockholders' equity: Preferred stock - authorized 5,000 shares; no
shares issued or outstanding - - Class A common stock - $.001 par
value; authorized 300,000 shares; 42,895 and 24,189 shares issued
and outstanding, respectively 43 24 Class B common stock - $.001
par value; authorized 100,000 shares; 29,902 shares issued and
outstanding 30 30 Additional paid-in-capital 921,349 500,769
Accumulated other comprehensive income 886 567 Retained earnings
192,405 91,621 Treasury stock, at cost, 3,263 shares - (50,000)
------------ ------------ Total stockholders' equity 1,114,713
543,011 ------------ ------------ Total liabilities and
stockholders' equity $ 3,015,119 $ 915,983 ============
============ *T -0- *T Schedule A GameStop Corp. Retail Sales Mix
13 Weeks Ended 13 Weeks Ended January 28, 2006 January 29, 2005
----------------------- ----------------- Percent Percent Sales of
Total Sales of Total ----------- ---------- ------- -------- Sales
(in millions): New video game hardware $ 329.1 19.8% $ 100.3 14.2%
New video game software 705.5 42.3% 319.2 45.0% Used video game
products 348.6 20.9% 156.5 22.1% Other 283.7 17.0% 132.7 18.7%
----------- ----------- -------- -------- Total $ 1,666.9 100.0% $
708.7 100.0% =========== =========== ======== ======== 52 Weeks
Ended 52 Weeks Ended January 28, 2006 January 29, 2005
----------------------- ----------------- Percent Percent Sales of
Total Sales of Total ----------- ----------- -------- --------
Sales (in millions): New video game hardware $ 503.2 16.3% $ 209.2
11.4% New video game software 1,244.9 40.3% 776.7 42.1% Used video
game products 808.0 26.1% 511.8 27.8% Other 535.7 17.3% 345.1 18.7%
----------- ----------- -------- -------- Total $ 3,091.8 100.0%
$1,842.8 100.0% =========== =========== ======== ======== *T -0- *T
Schedule B GameStop Corp. Gross Profit Mix 13 Weeks Ended 13 Weeks
Ended January 28, 2006 January 29, 2005 ------------------
----------------- Gross Gross Gross Profit Gross Profit Profit
Percent Profit Percent --------- -------- --------- ------- Gross
Profit (in millions): New video game hardware $ 21.0 6.4% $ 3.1
3.1% New video game software 150.2 21.3% 61.6 19.3% Used video game
products 171.7 49.3% 71.1 45.4% Other 98.2 34.6% 43.6 32.9%
--------- --------- Total $ 441.1 26.5% $ 179.4 25.3% =========
========= 52 Weeks Ended 52 Weeks Ended January 28, 2006 January
29, 2005 ------------------ ----------------- Gross Gross Gross
Profit Gross Profit Profit Percent Profit Percent ---------
-------- --------- ------- Gross Profit (in millions): New video
game hardware $ 30.9 6.1% $ 8.5 4.1% New video game software 266.5
21.4% 151.9 19.6% Used video game products 383.0 47.4% 231.6 45.3%
Other 191.6 35.8% 117.3 34.0% --------- --------- Total $ 872.0
28.2% $ 509.3 27.6% ========= ========= *T -0- *T Schedule C
----------------------------------------------------------------------
GAMESTOP CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS Historical Historical For the GameStop
Electronics GameStop thirteen weeks Corp. Boutique Corp ended April
April 30, April 30, Pro Forma Pro 30, 2005 2005(a) 2005(a)
Adjustments Forma ---------- ----------- ----------- -------- Sales
$ 474,727 $ 504,905 $ -- $979,632 Cost of sales 348,690 374,845 --
723,535 ---------- ----------- ----------- -------- Gross profit
126,037 130,060 -- 256,097 S, G and A expenses 98,986 114,342 --
213,328 Depr. and Amort. 10,194 10,797 1,204 (c) 22,195
Merger-related expenses -- 1,500 (1,500)(b) -- Stock-based
compensation -- -- 2,576 (j) 2,576 ---------- -----------
----------- -------- Operating earnings 16,857 3,421 (2,280) 17,998
Interest expense, net 83 (917) 20,374(d)(e) 19,540 Merger-related
int. expense -- -- -- -- ---------- ----------- -----------
-------- Earnings (loss) before income tax exp. (benefit) 16,774
4,338 (22,654) (1,542) Income tax expense (benefit) 6,448 1,561
(8,587)(f) (578) ---------- ----------- ----------- -------- Net
earnings (loss) $ 10,326 $ 2,777 $ (14,067) $ (964) ==========
=========== =========== ======== Net earnings (loss) per Class A
& B common share- basic $ 0.20(h) $ 0.11 $ (0.01)(i) ==========
=========== ======== Weighted avg shares of common stock- basic
51,000 24,696 (4,467)(g) 71,229 ========== =========== ===========
======== Net earnings (loss) per Class A & B common share-
diluted $ 0.19(h) $ 0.11 $ (0.01)(i) ========== ===========
======== Weighted avg shares of common stock- (g) diluted 54,490
25,079 (8,340)(k) 71,229 ========== =========== ===========
======== GAMESTOP CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS Historical Historical For the GameStop
Electronics GameStop thirteen weeks Corp. Boutique Corp ended July
30, July 30, July 30, Pro Forma Pro 2005 2005(a) 2005(a)
Adjustments Forma ---------- ------------ ----------- --------
Sales $ 415,930 $ 446,511 $ -- $862,441 Cost of sales 287,775
311,592 -- 599,367 ---------- ------------ ----------- --------
Gross profit 128,155 134,919 -- 263,074 S, G and A expenses 104,311
120,090 -- 224,401 Depr. and Amort. 10,654 11,573 427(c) 22,654
Merger-related expenses -- 1,400 (1,400)(b) -- Stock-based
compensation -- -- 2,785(j) 2,785 ---------- ------------
----------- -------- Operating earnings 13,190 1,856 (1,812) 13,234
Interest expense, net 144 (675) 20,424(d)(e) 19,893 Merger-related
int. expense -- -- -- -- ---------- ------------ -----------
-------- Earnings (loss) before income tax exp. (benefit) 13,046
2,531 (22,236) (6,659) Income tax expense (benefit) 5,143 911
(8,502)(f) (2,448) ---------- ------------ ----------- -------- Net
earnings (loss) $ 7,903 $ 1,620 $ (13,734) $ (4,211) ==========
============ =========== ======== Net earnings (loss) per Class A
& B common share- basic $ 0.15(h) $ 0.06 $ (0.06)(i) ==========
============ ======== Weighted avg shares of common stock- basic
51,646 25,096 (4,867)(g) 71,875 ========== ============ ===========
======== Net earnings (loss) per Class A & B common share-
diluted $ 0.14(h) $ 0.06 $ (0.06)(i) ========== ============
======== Weighted avg shares of common stock- (g) diluted 56,508
25,467 (10,100)(k) 71,875 ========== ============ ===========
======== GAMESTOP CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS Historical Historical For the GameStop
Electronics GameStop thirteen weeks Corp. Boutique Corp ended
October October 29, October 8, Pro Forma Pro 29, 2005 2005(a)
2005(a) Adjustments Forma ----------- ----------- -----------
-------- Sales $ 534,212 $ 350,691 $ -- $884,903 Cost of sales
357,492 248,738 -- 606,230 ----------- ----------- -----------
-------- Gross profit 176,720 101,953 -- 278,673 S, G and A
expenses 136,072 96,992 -- 233,064 Depr. and Amort. 19,224 8,203
(4,271)(c) 23,156 Merger-related expenses 11,329 -- (11,329)(b) --
Stock-based compensation -- -- 2,798(j) 2,798 -----------
----------- ----------- -------- Operating earnings 10,095 (3,242)
12,802 19,655 Interest (d) expense, net 6,430 (335) 14,176(e)
20,271 Merger-related int. expense 7,518 -- (7,518)(b) --
----------- ----------- ----------- -------- Earnings (loss) before
income tax exp. (benefit) (3,853) (2,907) 6,144 (616) Income tax
expense (benefit) (1,393) (1,057) 2,212(f) (238) -----------
----------- ----------- -------- Net earnings (loss) $ (2,460) $
(1,850) $ 3,932 $ (378) =========== =========== ===========
======== Net earnings (loss) per Class A & B common share-
basic $ (0.04)(h)$ (0.07) $ (0.01)(i) =========== ===========
======== Weighted avg shares of common stock- basic 56,630 25,504
(9,943)(g) 72,191 =========== =========== =========== ======== Net
earnings (loss) per Class A & B common share- diluted $
(0.04)(h)$ (0.07) $ (0.01)(i) =========== =========== ========
Weighted avg shares of common stock- (g) diluted 56,630 25,715
(10,154)(k) 72,191 =========== =========== =========== ========
GAMESTOP CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS Historical For the GameStop Historical
thirteen Corp. Electronics weeks ended January Boutique GameStop
January 28, 28, October 8, Pro Forma Corp 2006 2006(a) 2005(a)
Adjustments Pro Forma ---------- ----------- ----------- ----------
Sales $1,666,914 $ -- $ -- $1,666,914 Cost of sales 1,225,796 -- --
1,225,796 ---------- ----------- ----------- ---------- Gross
profit 441,118 -- -- 441,118 S, G and A expenses 259,974 -- --
259,974 Depr. and Amort. 26,283 -- -- 26,283 Merger-related
expenses 2,271 -- (2,271) -- Stock-based compensation -- 2,422(j)
2,422 ---------- ----------- ----------- ---------- Operating
earnings 152,590 -- (151) 152,439 Interest expense, net 18,635 --
-- 18,635 Merger-related int. expense -- -- -- -- ----------
----------- ----------- ---------- Earnings (loss) before income
tax exp. (benefit) 133,955 -- (151) 133,804 Income tax expense
(benefit) 48,940 -- (56)(f) 48,884 ---------- -----------
----------- ---------- Net earnings (loss) $ 85,015 $ -- $ (95) $
84,920 ========== =========== =========== ========== Net earnings
(loss) per Class A & B common share-basic $ 1.17(h) $ -- $
1.17(i) ========== =========== ========== Weighted avg shares of
common stock-basic 72,406 -- -- 72,406 ========== ===========
=========== ========== Net earnings (loss) per Class A & B
common share- diluted $ 1.10(h) $ -- $ 1.10(i) ==========
=========== ========== Weighted avg shares of common stock- diluted
77,387 -- -- 77,387 ========== =========== =========== ==========
GAMESTOP CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS Historical For the GameStop Historical
fifty-two Corp. Electronics weeks ended January Boutique GameStop
January 28, 28, October 8, Pro Forma Corp 2006 2006(a) 2005(a)
Adjustments Pro Forma ---------- ----------- ----------- ----------
Sales $3,091,783 $ 1,302,107 $ -- $4,393,890 Cost of sales
2,219,753 935,175 -- 3,154,928 ---------- ----------- -----------
---------- Gross profit 872,030 366,932 -- 1,238,962 S, G and A
expenses 599,343 331,424 -- 930,767 Depr. and Amort. 66,355 30,573
(2,640)(c) 94,288 Merger-related expenses 13,600 2,900 (16,500) --
Stock-based compensation -- -- 10,581(j) 10,581 ----------
----------- ----------- ---------- Operating earnings 192,732 2,035
8,559 203,326 Interest expense, net 25,292 (1,927) 54,974(d)(e)
78,339 Merger-related int. expense 7,518 -- (7,518) -- ----------
----------- ----------- ---------- Earnings (loss) before income
tax exp. (benefit) 159,922 3,962 (38,897) 124,987 Income tax
expense (benefit) 59,138 1,415 (14,933)(f) 45,620 ----------
----------- ----------- ---------- Net earnings (loss) $ 100,784 $
2,547 $ (23,964)(g)$ 79,367 ========== =========== ===========
========== Net earnings (loss) per Class A & B common
share-basic $ 1.74(h) $ 0.10 $ 1.10(i) ========== ===========
========== Weighted avg shares of common stock-basic 57,920 25,065
(11,060)(g) 71,925 ========== =========== =========== ==========
Net earnings (loss) per Class A & B common share- diluted $
1.61(h) $ 0.10 $ 1.04(i) ========== =========== ========== Weighted
avg shares of common stock- diluted 62,486 25,396 (11,391)(g)
76,491 ========== =========== =========== ========== GAMESTOP CORP.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS (In thousands, except per share data) (a) Certain
reclassifications have been made to the historical presentation of
GameStop and EB to conform to the presentation used in the
unaudited pro forma consolidated statements of operations. (b) The
Unaudited Pro Forma Condensed Consolidated Statements of Operations
exclude certain expenses of $1,500, $1,400 and $11,329 during the
13 weeks ended April 30, 2005, July 30, 2005 and October 29, 2005,
respectively, and financing costs of $7,518 during the 13 weeks
ended October 29, 2005, which are directly attributable to the
merger and are believed to be of a one-time 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 the 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 over six
and seven years to match the terms of the senior floating rate
notes and the senior notes, respectively. (f) Represents the
aggregate pro forma effective income tax effect of Notes (c), (d),
and (e) above. (g) The pro forma earnings per share has been
adjusted to reflect the issuance of 20,229 shares of GameStop Class
A stock to EB common stockholders as if they were issued on January
30, 2005 and to reflect the elimination of the outstanding shares
of Electronics Boutique as of October 8, 2005. (h) The holders of
Historical GameStop Class A and Class B common stock generally had
identical rights, except that the holders of Historical GameStop
Class A common stock were entitled to one vote per share and the
holders of Historical GameStop Class B common stock were 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
GameStop Class A and Class B common stock generally have identical
rights, except that the holders of GameStop Class A common stock
are entitled to one vote per share and the holders of 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. (j) To give effect to the stock based compensation expense
as if SFAS 123 (R) had been adopted as of January 30, 2005. (k) To
remove the effect of dilutive securities that are anti-dilutive in
nature due to the pro forma loss in the 13 weeks ended April 30,
2005, July 20, 2005 and October 29, 2005. *T
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