☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
Delaware
|
|
20-2733559
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
625 Westport Parkway
|
76051
|
||
Grapevine,
|
Texas
|
||
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Trading symbol
|
|
Name of each exchange
on which registered
|
Class A Common Stock
|
|
GME
|
|
NYSE
|
Large accelerated filer
|
☐
|
Accelerated Filer
|
☒
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
Page
|
PART I
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
PART III
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
||
Item 15.
|
||
Item 16.
|
||
|
ITEM 1.
|
BUSINESS
|
•
|
Hardware and Accessories. We offer new and pre-owned video game platforms from the major console and PC manufacturers. The current generation of consoles include the Sony PlayStation 4 (2013), Microsoft Xbox One (2013) and the Nintendo Switch (2017). Accessories consist primarily of controllers, gaming headsets, virtual reality products and memory cards.
|
•
|
Software. We offer new and pre-owned video game software for current and certain prior generation consoles. We also sell a wide variety of in-game digital currency, digital downloadable content (“DLC”) and full-game downloads in our store and e-commerce properties.
|
•
|
Collectibles. Collectibles consist of licensed merchandise, primarily related to the video game, television and movie industries and pop-culture themes which are sold through our video game store and e-commerce properties, and ThinkGeek and Zing Pop Culture stores.
|
|
Number
of Stores
|
|
Canada
|
299
|
|
Total Stores - Canada
|
299
|
|
|
|
|
Australia
|
383
|
|
New Zealand
|
43
|
|
Total Stores - Australia
|
426
|
|
|
|
|
Austria
|
22
|
|
Denmark (1)
|
32
|
|
Finland (1)
|
16
|
|
France
|
413
|
|
Germany
|
199
|
|
Ireland
|
48
|
|
Italy
|
343
|
|
Norway (1)
|
22
|
|
Sweden (1)
|
30
|
|
Switzerland
|
17
|
|
Total Stores - Europe
|
1,142
|
|
Total International Stores
|
1,867
|
|
Total Stores
|
5,509
|
|
(1)
|
As a part of the rationalization of our global store base, we are winding down operations in these countries. See Item 7, "Management's Discussion and analysis—Business Strategy," for further information.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
economic downturns, specifically in the regions in which we operate;
|
•
|
currency exchange rate fluctuations and sovereign debt crises;
|
•
|
international incidents, including public health crises such as the coronavirus;
|
•
|
natural disasters;
|
•
|
government instability; and
|
•
|
competitors entering our current and potential markets.
|
•
|
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, businesses or stores; and
|
•
|
changes in foreign currency exchange rates.
|
•
|
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.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Lease Terms to Expire During(1)
|
|
Number
of Stores
|
|
Fiscal 2020
|
|
2,333
|
|
Fiscal 2021
|
|
1,399
|
|
Fiscal 2022
|
|
896
|
|
Fiscal 2023
|
|
396
|
|
Fiscal 2024 and later
|
|
485
|
|
Total
|
|
5,509
|
|
(1)
|
Our fiscal year is composed of the 52 or 53 weeks ending on the Saturday closest to January 31st.
|
Location
|
|
Square
Footage
|
|
Owned or
Leased
|
|
Use
|
|
Grapevine, Texas, USA
|
|
519,000
|
|
|
Owned
|
|
Distribution and administration
|
Grapevine, Texas, USA
|
|
182,000
|
|
|
Owned
|
|
Manufacturing and distribution
|
Shepherdsville, Kentucky, USA
|
|
631,000
|
|
|
Leased
|
|
Distribution
|
Brampton, Ontario, Canada
|
|
119,000
|
|
|
Owned
|
|
Distribution and administration
|
Eagle Farm, Queensland, Australia
|
|
185,000
|
|
|
Owned
|
|
Distribution and administration
|
Milan, Italy
|
|
123,000
|
|
|
Owned
|
|
Distribution and administration
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
1/30/2015
|
|
1/29/2016
|
|
1/27/2017
|
|
2/2/2018
|
|
2/1/2019
|
|
1/31/2020
|
||||||||||||
GME
|
$
|
100.00
|
|
|
$
|
77.09
|
|
|
$
|
75.38
|
|
|
$
|
54.07
|
|
|
$
|
41.41
|
|
|
$
|
14.64
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
99.33
|
|
|
$
|
120.04
|
|
|
$
|
147.44
|
|
|
$
|
147.35
|
|
|
$
|
179.10
|
|
Dow Jones Specialty Retailers Index
|
$
|
100.00
|
|
|
$
|
103.02
|
|
|
$
|
119.63
|
|
|
$
|
153.96
|
|
|
$
|
176.49
|
|
|
$
|
193.73
|
|
Fiscal Period
|
|
Total
Number of
Shares
Purchased (3)
|
|
Weighted-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)
|
||||||
November 3 through November 30, 2019(2)
|
|
1,832,574
|
|
|
$
|
5.76
|
|
|
1,832,369
|
|
|
$
|
110.8
|
|
December 1 through January 4, 2020(2)
|
|
1,681,883
|
|
|
$
|
5.69
|
|
|
1,675,056
|
|
|
$
|
101.3
|
|
January 5, 2020 through February 1, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
101.3
|
|
Total
|
|
3,514,457
|
|
|
$
|
5.73
|
|
|
3,507,425
|
|
|
$
|
101.3
|
|
(1)
|
In March 2019, we publicly announced that our Board of Directors authorized a share repurchase program allowing our management to repurchase up to $300 million of our Class A Common Stock with no expiration date.
|
(2)
|
During the fourth quarter of fiscal 2019, we executed a series of open market repurchases for an aggregate of 3.5 million shares of our Class A common stock totaling $20.1 million.
|
(3)
|
Under our 2011 and 2019 Incentive Plans, approved by our Board of Directors and our stockholders, the Company withheld 7,032 shares of common stock from certain employees to satisfy minimum tax withholding obligations relating to the vesting of their restricted stock awards.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Fiscal Year
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions, except statistical and per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
6,466.0
|
|
|
$
|
8,285.3
|
|
|
$
|
8,547.1
|
|
|
$
|
7,965.0
|
|
|
$
|
9,018.9
|
|
Net (loss) income from continuing operations (1)
|
$
|
(464.4
|
)
|
|
$
|
(794.8
|
)
|
|
$
|
230.4
|
|
|
$
|
304.5
|
|
|
$
|
379.2
|
|
Diluted Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) earnings per share from continuing operations
|
$
|
(5.31
|
)
|
|
$
|
(7.79
|
)
|
|
$
|
2.27
|
|
|
$
|
2.93
|
|
|
$
|
3.55
|
|
Dividends per common share
|
$
|
0.38
|
|
|
$
|
1.52
|
|
|
$
|
1.52
|
|
|
$
|
1.48
|
|
|
$
|
1.44
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted
|
87.5
|
|
|
102.1
|
|
|
101.5
|
|
|
103.8
|
|
|
106.7
|
|
|||||
Store Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable store sales (decrease) increase
|
(19.4
|
)%
|
|
(0.3
|
)%
|
|
5.8
|
%
|
|
(11.0
|
)%
|
|
4.3
|
%
|
|||||
Number of stores at fiscal year end
|
5,509
|
|
|
5,830
|
|
|
5,947
|
|
|
6,132
|
|
|
6,227
|
|
|||||
Balance Sheet Data at Fiscal Year End:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
2,819.7
|
|
|
$
|
4,044.3
|
|
|
$
|
5,041.6
|
|
|
$
|
4,975.9
|
|
|
$
|
4,330.3
|
|
Total debt, net (2)
|
$
|
419.8
|
|
|
$
|
820.8
|
|
|
$
|
817.9
|
|
|
$
|
815.0
|
|
|
$
|
345.4
|
|
Total liabilities
|
$
|
2,208.2
|
|
|
$
|
2,708.1
|
|
|
$
|
2,827.1
|
|
|
$
|
2,721.8
|
|
|
$
|
2,249.3
|
|
(1)
|
Fiscal 2019 and 2018 include goodwill impairment charges totaling $363.9 million and $970.7 million, respectively.
|
(2)
|
In March 2016, we issued $475 million aggregate principal of 6.75% unsecured senior notes due in March 2021. In September 2014, we issued $350.0 million aggregate principal of 5.50% unsecured senior notes due in October 2019. On April 4, 2019, we used cash on hand to redeem all of our $350.0 million unsecured senior notes due October 2019. In addition, during fiscal 2019, we executed a series of open market purchases of our 2021 Senior Notes resulting in $53.6 million in aggregate principal amount being repurchased. See Note 10, "Debt," to our consolidated financial statements for additional information.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
February 2, 2019
|
|
Opened
|
|
Disposed
|
|
February 1, 2020
|
||||
United States
|
3,846
|
|
|
6
|
|
|
(210
|
)
|
|
3,642
|
|
Canada
|
311
|
|
|
—
|
|
|
(12
|
)
|
|
299
|
|
Australia
|
462
|
|
|
2
|
|
|
(38
|
)
|
|
426
|
|
Europe
|
1,211
|
|
|
4
|
|
|
(73
|
)
|
|
1,142
|
|
Total Stores
|
5,830
|
|
|
12
|
|
|
(333
|
)
|
|
5,509
|
|
|
|
Fiscal Year 2019
|
|
Fiscal Year 2018
|
|
Fiscal Year 2017
|
|||||||||||||||
|
|
Amount
|
|
Percent of Net Sales
|
|
Amount
|
|
Percent of Net Sales
|
|
Amount
|
|
Percent of Net Sales
|
|||||||||
Net sales
|
|
$
|
6,466.0
|
|
|
100.0
|
%
|
|
$
|
8,285.3
|
|
|
100.0
|
%
|
|
$
|
8,547.1
|
|
|
100.0
|
%
|
Cost of sales
|
|
4,557.3
|
|
|
70.5
|
|
|
5,977.2
|
|
|
72.1
|
|
|
6,062.2
|
|
|
70.9
|
|
|||
Gross profit
|
|
1,908.7
|
|
|
29.5
|
|
|
2,308.1
|
|
|
27.9
|
|
|
2,484.9
|
|
|
29.1
|
|
|||
Selling, general and administrative expenses
|
|
1,922.7
|
|
|
29.8
|
|
|
1,994.2
|
|
|
24.2
|
|
|
2,031.9
|
|
|
23.8
|
|
|||
Goodwill impairments
|
|
363.9
|
|
|
5.6
|
|
|
970.7
|
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|||
Asset impairments
|
|
21.7
|
|
|
0.3
|
|
|
45.2
|
|
|
0.5
|
|
|
13.8
|
|
|
0.2
|
|
|||
Operating (loss) earnings
|
|
(399.6
|
)
|
|
(6.2
|
)
|
|
(702.0
|
)
|
|
(8.5
|
)
|
|
439.2
|
|
|
5.1
|
|
|||
Interest expense, net
|
|
27.2
|
|
|
0.4
|
|
|
51.1
|
|
|
0.6
|
|
|
55.3
|
|
|
0.6
|
|
|||
(Loss) earnings from continuing operations before income taxes
|
|
(426.8
|
)
|
|
(6.6
|
)
|
|
(753.1
|
)
|
|
(9.1
|
)
|
|
383.9
|
|
|
4.5
|
|
|||
Income tax expense
|
|
37.6
|
|
|
0.6
|
|
|
41.7
|
|
|
0.5
|
|
|
153.5
|
|
|
1.8
|
|
|||
Net (loss) income from continuing operations
|
|
(464.4
|
)
|
|
(7.2
|
)
|
|
(794.8
|
)
|
|
(9.6
|
)
|
|
230.4
|
|
|
2.7
|
|
|||
Income (loss) from discontinued operations, net of tax
|
|
(6.5
|
)
|
|
(0.1
|
)
|
|
121.8
|
|
|
1.5
|
|
|
(195.7
|
)
|
|
(2.3
|
)
|
|||
Net (loss) income
|
|
$
|
(470.9
|
)
|
|
(7.3
|
)%
|
|
$
|
(673.0
|
)
|
|
(8.1
|
)%
|
|
$
|
34.7
|
|
|
0.4
|
%
|
|
|
Fiscal Year 2019
|
|
Fiscal Year 2018
|
|
Fiscal Year 2017
|
|||||||||||||||
|
|
Net Sales
|
|
Percent of Net Sales
|
|
Net Sales
|
|
Percent of Net Sales
|
|
Net Sales
|
|
Percent of Net Sales
|
|||||||||
Hardware and accessories
|
|
$
|
2,722.2
|
|
|
42.1
|
%
|
|
$
|
3,717.8
|
|
|
44.9
|
%
|
|
$
|
3,651.0
|
|
|
42.7
|
%
|
Software
|
|
3,006.3
|
|
|
46.5
|
|
|
3,856.5
|
|
|
46.5
|
|
|
4,257.4
|
|
|
49.8
|
|
|||
Collectibles
|
|
737.5
|
|
|
11.4
|
|
|
711.0
|
|
|
8.6
|
|
|
638.7
|
|
|
7.5
|
|
|||
Total
|
|
$
|
6,466.0
|
|
|
100.0
|
%
|
|
$
|
8,285.3
|
|
|
100.0
|
%
|
|
$
|
8,547.1
|
|
|
100.0
|
%
|
|
|
Fiscal Year 2019
|
|
Fiscal Year 2018
|
|
Fiscal Year 2017
|
|||||||||||||||||||||||
|
|
Net Sales
|
|
Percent of Net Sales
|
|
Comparable Store Sales
|
|
Net Sales
|
|
Percent of Net Sales
|
|
Comparable Store Sales
|
|
Net Sales
|
|
Percent of Net Sales
|
|
Comparable Store Sales
|
|||||||||||
United States
|
|
$
|
4,497.7
|
|
|
69.6
|
%
|
|
(20.9
|
)%
|
|
5,800.2
|
|
|
70.0
|
%
|
|
1.8
|
%
|
|
5,876.0
|
|
|
68.7
|
%
|
|
4.3
|
%
|
|
Canada
|
|
344.2
|
|
|
5.3
|
|
|
(18.9
|
)
|
|
434.5
|
|
|
5.2
|
|
|
3.1
|
|
|
434.9
|
|
|
5.1
|
|
|
10.0
|
|
||
Australia
|
|
525.4
|
|
|
8.1
|
|
|
(12.0
|
)
|
|
645.4
|
|
|
7.8
|
|
|
(3.4
|
)
|
|
702.2
|
|
|
8.2
|
|
|
8.2
|
|
||
Europe
|
|
1,098.7
|
|
|
17.0
|
|
|
(16.8
|
)
|
|
1,405.2
|
|
|
17.0
|
|
|
(7.7
|
)
|
|
1,534.0
|
|
|
18.0
|
|
|
9.5
|
|
||
Total
|
|
$
|
6,466.0
|
|
|
100.0
|
%
|
|
(19.4
|
)%
|
|
$
|
8,285.3
|
|
|
100.0
|
%
|
|
(0.3
|
)%
|
|
8,547.1
|
|
|
100.0
|
%
|
|
5.8
|
%
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||||||||||||
|
|
Total
|
|
FY 2020
|
|
FY 2021
|
|
FY 2022
|
|
FY 2023
|
|
FY 2024
|
|
Thereafter
|
||||||||||||||
Operating leases
|
|
$
|
846.2
|
|
|
$
|
268.5
|
|
|
$
|
184.8
|
|
|
$
|
129.8
|
|
|
$
|
93.0
|
|
|
$
|
65.7
|
|
|
$
|
104.4
|
|
Purchase obligations(1)
|
|
463.5
|
|
|
463.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
2021 Senior Notes
|
|
421.4
|
|
|
—
|
|
|
421.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payments on senior notes
|
|
42.6
|
|
|
28.4
|
|
|
14.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total(2)
|
|
$
|
1,773.7
|
|
|
$
|
760.4
|
|
|
$
|
620.4
|
|
|
$
|
129.8
|
|
|
$
|
93.0
|
|
|
$
|
65.7
|
|
|
$
|
104.4
|
|
(1)
|
Purchase obligations represent outstanding purchase orders for merchandise from vendors. These purchase orders are generally cancelable until shipment of the products.
|
(2)
|
As of February 1, 2020, we had $9.2 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 8, "Income Taxes," to our consolidated financial statements for further information regarding our uncertain tax positions.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE*
|
ITEM 11.
|
EXECUTIVE COMPENSATION*
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS*
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE*
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES*
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|
(a)
|
The following documents are filed as a part of this Form 10-K:
|
(1)
|
Index and Consolidated Financial Statements
|
(2)
|
Financial Statement Schedules required to be filed by Item 8 of this Form 10-K:
|
(b)
|
Exhibits
|
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged
to Other
Accounts-
Accounts
Payable (1)
|
|
Deductions-
Write-Offs
Net of
Recoveries (2)
|
|
Balance at
End of
Period
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Inventory Reserve(3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
52 Weeks Ended February 1, 2020
|
|
$
|
69.4
|
|
|
$
|
35.4
|
|
|
$
|
20.5
|
|
|
$
|
(67.3
|
)
|
|
$
|
58.0
|
|
52 Weeks Ended February 2, 2019
|
|
$
|
59.2
|
|
|
$
|
50.1
|
|
|
$
|
46.7
|
|
|
$
|
(86.6
|
)
|
|
$
|
69.4
|
|
53 Weeks Ended February 3, 2018
|
|
$
|
59.0
|
|
|
$
|
57.3
|
|
|
$
|
50.7
|
|
|
$
|
(107.8
|
)
|
|
$
|
59.2
|
|
Valuation Allowance for Deferred Tax Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
52 Weeks Ended February 1, 2020
|
|
$
|
32.9
|
|
|
$
|
83.1
|
|
|
$
|
—
|
|
|
$
|
(3.3
|
)
|
|
$
|
112.7
|
|
52 Weeks Ended February 2, 2019
|
|
$
|
36.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4.0
|
)
|
|
$
|
32.9
|
|
53 Weeks Ended February 3, 2018
|
|
$
|
39.4
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
(6.1
|
)
|
|
$
|
36.9
|
|
(1)
|
Consists primarily of amounts received from vendors for defective allowances.
|
(2)
|
The 52 weeks ended February 1, 2020 includes the disposition of $0.3 million of Simply Mac inventory reserves as of the date of the sale. The 52 weeks ended February 2, 2019 includes the disposition of $3.6 million of Spring Mobile inventory reserves as of the date of the sale.
|
(3)
|
Includes inventory reserve activity related to Simply Mac and Spring Mobile. Simply Mac was sold in September 2019 and Spring Mobile was sold in January 2019.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
GAMESTOP CORP.
|
|
|
|
|
|
By:
|
/s/ GEORGE E. SHERMAN
|
|
|
George E. Sherman
|
|
|
Chief Executive Officer
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
||
/s/ GEORGE E. SHERMAN
|
|
Chief Executive Officer
|
|
March 27, 2020
|
George E. Sherman
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ DANIEL A. DEMATTEO
|
|
Executive Chairman and Director
|
|
March 27, 2020
|
Daniel A. DeMatteo
|
|
|
|
|
|
|
|
||
/s/ JAMES A. BELL
|
|
Executive Vice President, Chief Financial Officer
|
|
March 27, 2020
|
James A. Bell
|
|
(Principal Financial Officer)
|
|
|
|
|
|
||
/s/ BERNARD R. COLPITTS, JR.
|
|
Senior Vice President, Chief Accounting Officer
|
|
March 27, 2020
|
Bernard R. Colpitts, Jr.
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
||
/s/ JEROME L. DAVIS
|
|
Director
|
|
March 27, 2020
|
Jerome L. Davis
|
|
|
|
|
|
|
|
||
/s/ LIZABETH DUNN
|
|
Director
|
|
March 27, 2020
|
Lizabeth Dunn
|
|
|
|
|
|
|
|
|
|
/s/ RAUL J. FERNANDEZ
|
|
Director
|
|
March 27, 2020
|
Raul J. Fernandez
|
|
|
|
|
|
|
|
|
|
/s/ THOMAS N. KELLY JR.
|
|
Director
|
|
March 27, 2020
|
Thomas N. Kelly Jr.
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN R. KOONIN
|
|
Director
|
|
March 27, 2020
|
Steven R. Koonin
|
|
|
|
|
|
|
|
||
/s/ GERALD R. SZCZEPANSKI
|
|
Director
|
|
March 27, 2020
|
Gerald R. Szczepanski
|
|
|
|
|
|
|
|
|
|
/s/ CARRIE W. TEFFNER
|
|
Director
|
|
March 27, 2020
|
Carrie W. Teffner
|
|
|
|
|
|
|
|
||
/s/ KATHY P. VRABECK
|
|
Director
|
|
March 27, 2020
|
Kathy P. Vrabeck
|
|
|
|
|
|
|
|
|
|
/s/ LAWRENCE S. ZILAVY
|
|
Director
|
|
March 27, 2020
|
Lawrence S. Zilavy
|
|
|
|
|
|
Page
|
GameStop Corp. Consolidated Financial Statements:
|
|
Consolidated Financial Statements:
|
|
Notes to Consolidated Financial Statements:
|
|
18. Subsequent Events
|
|
|
February 1,
2020 |
|
February 2,
2019 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
499.4
|
|
|
$
|
1,624.4
|
|
Receivables, net
|
|
141.9
|
|
|
134.2
|
|
||
Merchandise inventories, net
|
|
859.7
|
|
|
1,250.5
|
|
||
Prepaid expenses and other current assets
|
|
120.9
|
|
|
118.6
|
|
||
Assets held for sale
|
|
11.8
|
|
|
—
|
|
||
Total current assets
|
|
1,633.7
|
|
|
3,127.7
|
|
||
Property and equipment, net
|
|
275.9
|
|
|
321.3
|
|
||
Operating lease right-of-use assets
|
|
767.0
|
|
|
—
|
|
||
Deferred income taxes
|
|
83.0
|
|
|
147.3
|
|
||
Goodwill
|
|
—
|
|
|
363.9
|
|
||
Other noncurrent assets
|
|
60.1
|
|
|
84.1
|
|
||
Total assets
|
|
$
|
2,819.7
|
|
|
$
|
4,044.3
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
380.8
|
|
|
$
|
1,051.9
|
|
Accrued liabilities and other current liabilities
|
|
617.5
|
|
|
780.0
|
|
||
Current portion of operating lease liabilities
|
|
239.4
|
|
|
—
|
|
||
Current portion of debt, net
|
|
—
|
|
|
349.2
|
|
||
Total current liabilities
|
|
1,237.7
|
|
|
2,181.1
|
|
||
Long-term debt, net
|
|
419.8
|
|
|
471.6
|
|
||
Operating lease liabilities
|
|
529.3
|
|
|
—
|
|
||
Other long-term liabilities
|
|
21.4
|
|
|
55.4
|
|
||
Total liabilities
|
|
2,208.2
|
|
|
2,708.1
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Class A common stock — $.001 par value; authorized 300.0 shares; 64.3 and 102.0 shares issued, 64.3 and 102.0 shares outstanding, respectively
|
|
0.1
|
|
|
0.1
|
|
||
Additional paid-in capital
|
|
—
|
|
|
27.7
|
|
||
Accumulated other comprehensive loss
|
|
(78.8
|
)
|
|
(54.3
|
)
|
||
Retained earnings
|
|
690.2
|
|
|
1,362.7
|
|
||
Total stockholders' equity
|
|
611.5
|
|
|
1,336.2
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,819.7
|
|
|
$
|
4,044.3
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
6,466.0
|
|
|
$
|
8,285.3
|
|
|
$
|
8,547.1
|
|
Cost of sales
|
|
4,557.3
|
|
|
5,977.2
|
|
|
6,062.2
|
|
|||
Gross profit
|
|
1,908.7
|
|
|
2,308.1
|
|
|
2,484.9
|
|
|||
Selling, general and administrative expenses
|
|
1,922.7
|
|
|
1,994.2
|
|
|
2,031.9
|
|
|||
Goodwill impairments
|
|
363.9
|
|
|
970.7
|
|
|
—
|
|
|||
Asset impairments
|
|
21.7
|
|
|
45.2
|
|
|
13.8
|
|
|||
Operating (loss) earnings
|
|
(399.6
|
)
|
|
(702.0
|
)
|
|
439.2
|
|
|||
Interest income
|
|
(11.3
|
)
|
|
(5.7
|
)
|
|
(1.5
|
)
|
|||
Interest expense
|
|
38.5
|
|
|
56.8
|
|
|
56.8
|
|
|||
(Loss) earnings from continuing operations before income taxes
|
|
(426.8
|
)
|
|
(753.1
|
)
|
|
383.9
|
|
|||
Income tax expense
|
|
37.6
|
|
|
41.7
|
|
|
153.5
|
|
|||
Net (loss) income from continuing operations
|
|
(464.4
|
)
|
|
(794.8
|
)
|
|
230.4
|
|
|||
(Loss) income from discontinued operations, net of tax
|
|
(6.5
|
)
|
|
121.8
|
|
|
(195.7
|
)
|
|||
Net (loss) income
|
|
$
|
(470.9
|
)
|
|
$
|
(673.0
|
)
|
|
$
|
34.7
|
|
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(5.31
|
)
|
|
$
|
(7.79
|
)
|
|
$
|
2.27
|
|
Discontinued operations
|
|
(0.08
|
)
|
|
1.19
|
|
|
(1.93
|
)
|
|||
Basic (loss) earnings per share
|
|
$
|
(5.38
|
)
|
|
$
|
(6.59
|
)
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
||||||
Diluted (loss) earnings per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(5.31
|
)
|
|
$
|
(7.79
|
)
|
|
$
|
2.27
|
|
Discontinued operations
|
|
(0.08
|
)
|
|
1.19
|
|
|
(1.93
|
)
|
|||
Diluted (loss) earnings per share
|
|
$
|
(5.38
|
)
|
|
$
|
(6.59
|
)
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
87.5
|
|
|
102.1
|
|
|
101.4
|
|
|||
Diluted
|
|
87.5
|
|
|
102.1
|
|
|
101.5
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net (loss) income
|
|
$
|
(470.9
|
)
|
|
$
|
(673.0
|
)
|
|
$
|
34.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(24.5
|
)
|
|
(63.4
|
)
|
|
59.5
|
|
|||
Reclassification of realized gain on foreign currency translation adjustments, net of tax of $0
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|||
Total comprehensive (loss) income
|
|
$
|
(495.4
|
)
|
|
$
|
(739.5
|
)
|
|
$
|
94.2
|
|
|
|
Class A
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total
Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at January 28, 2017
|
|
101.0
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
(47.3
|
)
|
|
$
|
2,301.3
|
|
|
$
|
2,254.1
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.7
|
|
|
34.7
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.5
|
|
|
—
|
|
|
59.5
|
|
|||||
Dividends declared, $1.52 per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155.9
|
)
|
|
(155.9
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
25.6
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
|||||
Settlement of stock-based awards
|
|
0.3
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|||||
Balance at February 3, 2018
|
|
101.3
|
|
|
0.1
|
|
|
22.1
|
|
|
12.2
|
|
|
2,180.1
|
|
|
2,214.5
|
|
|||||
Adoption of ASU 2014-09 (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
11.5
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(673.0
|
)
|
|
(673.0
|
)
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.5
|
)
|
|
—
|
|
|
(66.5
|
)
|
|||||
Dividends declared, $1.52 per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155.9
|
)
|
|
(155.9
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
|||||
Settlement of stock-based awards
|
|
0.7
|
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
|||||
Balance at February 2, 2019
|
|
102.0
|
|
|
0.1
|
|
|
27.7
|
|
|
(54.3
|
)
|
|
1,362.7
|
|
|
1,336.2
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(470.9
|
)
|
|
(470.9
|
)
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.5
|
)
|
|
—
|
|
|
(24.5
|
)
|
|||||
Dividends declared, $0.38 per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.5
|
)
|
|
(38.5
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|||||
Repurchase of common shares
|
|
(38.1
|
)
|
|
—
|
|
|
(35.6
|
)
|
|
—
|
|
|
(163.1
|
)
|
|
(198.7
|
)
|
|||||
Settlement of stock-based awards
|
|
0.4
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||||
Balance at February 1, 2020
|
|
64.3
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
(78.8
|
)
|
|
$
|
690.2
|
|
|
$
|
611.5
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(470.9
|
)
|
|
$
|
(673.0
|
)
|
|
$
|
34.7
|
|
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization (including amounts in cost of sales)
|
|
96.2
|
|
|
126.9
|
|
|
151.9
|
|
|||
Goodwill and asset impairments
|
|
385.6
|
|
|
1,015.9
|
|
|
395.1
|
|
|||
Stock-based compensation expense
|
|
8.9
|
|
|
10.7
|
|
|
25.6
|
|
|||
Deferred income taxes
|
|
61.4
|
|
|
(4.1
|
)
|
|
(107.9
|
)
|
|||
Loss on disposal of property and equipment
|
|
1.9
|
|
|
2.0
|
|
|
8.5
|
|
|||
Loss (gain) on divestiture
|
|
9.1
|
|
|
(100.8
|
)
|
|
(6.4
|
)
|
|||
Other
|
|
4.1
|
|
|
6.9
|
|
|
(10.5
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables, net
|
|
(10.9
|
)
|
|
(34.4
|
)
|
|
35.7
|
|
|||
Merchandise inventories
|
|
361.1
|
|
|
12.6
|
|
|
(197.2
|
)
|
|||
Prepaid expenses and other current assets
|
|
3.6
|
|
|
2.2
|
|
|
(1.2
|
)
|
|||
Prepaid income taxes and income taxes payable
|
|
(75.9
|
)
|
|
(18.7
|
)
|
|
(24.7
|
)
|
|||
Accounts payable and accrued liabilities
|
|
(792.8
|
)
|
|
(26.0
|
)
|
|
146.1
|
|
|||
Operating lease right-of-use assets and lease liabilities
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|||
Changes in other long-term liabilities
|
|
—
|
|
|
4.9
|
|
|
(14.8
|
)
|
|||
Net cash flows (used in) provided by operating activities
|
|
(414.5
|
)
|
|
325.1
|
|
|
434.9
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(78.5
|
)
|
|
(93.7
|
)
|
|
(113.4
|
)
|
|||
Proceeds from divestiture, net of cash sold
|
|
5.2
|
|
|
727.9
|
|
|
58.5
|
|
|||
Proceeds from company-owned life insurance, net
|
|
12.0
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|||
Other
|
|
0.4
|
|
|
1.3
|
|
|
2.8
|
|
|||
Net cash flows (used in) provided by investing activities
|
|
(60.9
|
)
|
|
635.5
|
|
|
(60.6
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayments of senior notes
|
|
(404.5
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common shares
|
|
(198.7
|
)
|
|
—
|
|
|
(22.0
|
)
|
|||
Dividends paid
|
|
(40.5
|
)
|
|
(157.4
|
)
|
|
(155.2
|
)
|
|||
Borrowings from the revolver
|
|
—
|
|
|
154.0
|
|
|
373.0
|
|
|||
Repayments of revolver borrowings
|
|
—
|
|
|
(154.0
|
)
|
|
(373.0
|
)
|
|||
Repayment of acquisition-related debt
|
|
—
|
|
|
(12.2
|
)
|
|
(21.8
|
)
|
|||
Tax withholdings on share-based awards
|
|
(1.0
|
)
|
|
(5.1
|
)
|
|
(3.5
|
)
|
|||
Net cash flows used in financing activities
|
|
(644.7
|
)
|
|
(174.7
|
)
|
|
(202.5
|
)
|
|||
Exchange rate effect on cash and cash equivalents and restricted cash
|
|
(6.9
|
)
|
|
(24.7
|
)
|
|
28.0
|
|
|||
Decrease (increase) in cash held for sale
|
|
—
|
|
|
10.2
|
|
|
(5.4
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(1,127.0
|
)
|
|
771.4
|
|
|
194.4
|
|
|||
Cash and cash equivalents and restricted cash at beginning of period
|
|
1,640.5
|
|
|
869.1
|
|
|
674.7
|
|
|||
Cash and cash equivalents and restricted cash at end of period
|
|
$
|
513.5
|
|
|
$
|
1,640.5
|
|
|
$
|
869.1
|
|
|
|
February 1,
2020 |
|
February 2,
2019 |
|
February 3,
2018 |
||||||
Cash and cash equivalents
|
|
$
|
499.4
|
|
|
$
|
1,624.4
|
|
|
$
|
854.2
|
|
Restricted cash (included in prepaid expenses and other current assets)
|
|
0.3
|
|
|
2.7
|
|
|
—
|
|
|||
Restricted cash (included in other noncurrent assets)
|
|
13.8
|
|
|
13.4
|
|
|
14.9
|
|
|||
Total cash and cash equivalents and restricted cash in the statements of cash flows
|
|
$
|
513.5
|
|
|
$
|
1,640.5
|
|
|
$
|
869.1
|
|
|
|
February 1, 2020
|
|
February 2, 2019
|
||||
Land
|
|
$
|
18.0
|
|
|
$
|
18.7
|
|
Buildings and leasehold improvements
|
|
611.8
|
|
|
638.2
|
|
||
Fixtures and equipment
|
|
836.2
|
|
|
900.2
|
|
||
Total property and equipment
|
|
1,466.0
|
|
|
1,557.1
|
|
||
Accumulated depreciation
|
|
(1,190.1
|
)
|
|
(1,235.8
|
)
|
||
Property and equipment, net
|
|
$
|
275.9
|
|
|
$
|
321.3
|
|
|
|
Fiscal Year 2018
|
||||||||||
|
|
Under Prior Standard
|
|
Impact of New Standard
|
|
As Reported
|
||||||
Net sales
|
|
$
|
8,240.7
|
|
|
$
|
44.6
|
|
|
$
|
8,285.3
|
|
Cost of sales
|
|
5,937.1
|
|
|
40.1
|
|
|
5,977.2
|
|
|||
Gross profit
|
|
2,303.6
|
|
|
4.5
|
|
|
2,308.1
|
|
|||
Operating (loss) earnings from continuing operations
|
|
(706.5
|
)
|
|
4.5
|
|
|
(702.0
|
)
|
|||
(Loss) earnings from continuing operations before income taxes
|
|
(757.6
|
)
|
|
4.5
|
|
|
(753.1
|
)
|
|||
Income tax expense
|
|
40.5
|
|
|
1.2
|
|
|
41.7
|
|
|||
Net (loss) income from continuing operations
|
|
(798.1
|
)
|
|
3.3
|
|
|
(794.8
|
)
|
|
Fiscal Year
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
565.4
|
|
|
$
|
677.5
|
|
Cost of sales
|
—
|
|
|
73.1
|
|
|
122.3
|
|
|||
Gross profit
|
—
|
|
|
492.3
|
|
|
555.2
|
|
|||
Selling, general and administrative expenses
|
3.6
|
|
|
416.0
|
|
|
481.8
|
|
|||
Goodwill impairments
|
—
|
|
|
—
|
|
|
32.8
|
|
|||
Asset impairments
|
—
|
|
|
—
|
|
|
344.2
|
|
|||
Operating (loss) earnings
|
(3.6
|
)
|
|
76.3
|
|
|
(303.6
|
)
|
|||
(Loss) gain on sale of discontinued operations
|
(5.5
|
)
|
|
100.8
|
|
|
—
|
|
|||
(Loss) earnings from discontinued operations before income taxes
|
(9.1
|
)
|
|
177.1
|
|
|
(303.6
|
)
|
|||
Income tax (benefit) expense
|
(2.6
|
)
|
|
55.3
|
|
|
(107.9
|
)
|
|||
Net (loss) income from discontinued operations
|
$
|
(6.5
|
)
|
|
$
|
121.8
|
|
|
$
|
(195.7
|
)
|
|
Fiscal Year
|
||||||
|
2018
|
|
2017
|
||||
Capital expenditures
|
$
|
7.5
|
|
|
$
|
22.2
|
|
Depreciation and amortization
|
20.1
|
|
|
28.4
|
|
||
Goodwill and asset impairments
|
—
|
|
|
377.0
|
|
||
Provision for inventory reserves
|
12.7
|
|
|
12.9
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Hardware and accessories(1)
|
|
$
|
2,722.2
|
|
|
$
|
3,717.8
|
|
|
$
|
3,651.0
|
|
Software(2)
|
|
3,006.3
|
|
|
3,856.5
|
|
|
4,257.4
|
|
|||
Collectibles
|
|
737.5
|
|
|
711.0
|
|
|
638.7
|
|
|||
Total
|
|
$
|
6,466.0
|
|
|
$
|
8,285.3
|
|
|
$
|
8,547.1
|
|
(1)
|
Includes sales of new and pre-owned hardware, accessories, hardware bundles in which hardware and digital or physical software are sold together in a single SKU, interactive game figures, strategy guides, mobile and consumer electronics, and the operations of our Simply Mac stores, which were sold in September 2019.
|
(2)
|
Includes sales of new and pre-owned video game software, digital software and PC entertainment software.
|
|
|
Fiscal Year
|
||||||
|
|
2019
|
|
2018
|
||||
Contract liability beginning balance
|
|
$
|
376.9
|
|
|
$
|
426.0
|
|
Adoption of ASU 2014-09
|
|
—
|
|
|
(16.8
|
)
|
||
Increase to contract liabilities (1)
|
|
1,006.0
|
|
|
1,238.1
|
|
||
Decrease to contract liabilities (2)
|
|
(1,038.7
|
)
|
|
(1,262.9
|
)
|
||
Other adjustments (3)
|
|
(5.0
|
)
|
|
(7.5
|
)
|
||
Contract liability ending balance
|
|
$
|
339.2
|
|
|
$
|
376.9
|
|
(1)
|
Includes issuances of gift cards, trade-in credits and loyalty points, new reservation deposits, new subscriptions to Game Informer and extended warranties sold.
|
(2)
|
Includes redemptions of gift cards, trade-in credits, loyalty points and reservation deposits as well as revenues recognized for Game Informer and extended warranties. During the 52 weeks ended February 1, 2020, there were $55.4 million of gift cards redeemed that were outstanding as of February 2, 2019. During the 52 weeks ended February 2, 2019 , there were $65.8 million of gift cards redeemed that were outstanding as of February 3, 2018.
|
(3)
|
Primarily includes foreign currency translation adjustments.
|
|
|
United
States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Total
|
||||||||||
Fiscal 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible asset impairment charges
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
Corporate aircraft impairment charges
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|||||
Store and other asset impairment charges
|
|
1.8
|
|
|
0.4
|
|
|
0.2
|
|
|
8.3
|
|
|
10.7
|
|
|||||
Total
|
|
$
|
12.8
|
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
8.3
|
|
|
$
|
21.7
|
|
Fiscal 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible asset impairment charges
|
|
$
|
11.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31.9
|
|
|
$
|
43.1
|
|
Store and other asset impairment charges
|
|
1.3
|
|
|
—
|
|
|
0.2
|
|
|
0.6
|
|
|
2.1
|
|
|||||
Total
|
|
$
|
12.5
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
32.5
|
|
|
$
|
45.2
|
|
Fiscal 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible asset impairment charges
|
|
$
|
11.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.0
|
|
Store and other asset impairment charges
|
|
1.3
|
|
|
—
|
|
|
0.3
|
|
|
1.2
|
|
|
2.8
|
|
|||||
Total
|
|
$
|
12.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
1.2
|
|
|
$
|
13.8
|
|
|
|
February 1, 2020
|
|
February 2, 2019
|
||||
Assets:
|
|
|
|
|
||||
Foreign currency contracts (1)
|
|
$
|
1.4
|
|
|
$
|
1.0
|
|
Company-owned life insurance(2)
|
|
4.1
|
|
|
14.6
|
|
||
Total assets
|
|
$
|
5.5
|
|
|
$
|
15.6
|
|
Liabilities:
|
|
|
|
|
||||
Foreign currency contracts (3)
|
|
$
|
0.3
|
|
|
$
|
1.2
|
|
Nonqualified deferred compensation(3)
|
|
1.0
|
|
|
1.1
|
|
||
Total liabilities
|
|
$
|
1.3
|
|
|
$
|
2.3
|
|
(1)
|
Recognized in prepaid expenses and other current assets in our consolidated balance sheets.
|
(2)
|
Recognized in other non-current assets in our consolidated balance sheets.
|
(3)
|
Recognized in accrued liabilities in our consolidated balance sheets.
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Gains (losses) on the changes in fair value of derivative instruments
|
|
$
|
4.1
|
|
|
$
|
9.6
|
|
|
$
|
(24.6
|
)
|
(Losses) gains on the re-measurement of related intercompany loans denominated in foreign currencies
|
|
(3.1
|
)
|
|
(6.6
|
)
|
|
27.0
|
|
|||
Net gains
|
|
$
|
1.0
|
|
|
$
|
3.0
|
|
|
$
|
2.4
|
|
|
|
February 1, 2020
|
|
February 2, 2019
|
||||
Bankcard receivables
|
|
$
|
34.7
|
|
|
$
|
44.6
|
|
Vendor and other receivables (1)
|
|
120.4
|
|
|
93.6
|
|
||
Allowance for doubtful accounts (2)
|
|
(13.2
|
)
|
|
(4.0
|
)
|
||
Total receivables, net
|
|
$
|
141.9
|
|
|
$
|
134.2
|
|
(1)
|
Vendor receivables primarily relate to vendor allowances.
|
(2)
|
Includes a $7.7 million allowance for a note receivable associated with the sale of Simply Mac. See Note 2, "Discontinued Operations and Dispositions," for further information.
|
|
|
United States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Total
|
||||||||||
Balance at February 3, 2018
|
|
$
|
1,159.5
|
|
|
$
|
30.3
|
|
|
$
|
73.6
|
|
|
$
|
87.1
|
|
|
$
|
1,350.5
|
|
Foreign currency translation adjustment
|
|
—
|
|
|
(1.5
|
)
|
|
(7.2
|
)
|
|
(7.2
|
)
|
|
(15.9
|
)
|
|||||
Impairment charge
|
|
(795.6
|
)
|
|
(28.8
|
)
|
|
(66.4
|
)
|
|
(79.9
|
)
|
|
(970.7
|
)
|
|||||
Balance at February 2, 2019
|
|
363.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363.9
|
|
|||||
Impairment charge
|
|
(363.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(363.9
|
)
|
|||||
Balance at February 1, 2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cumulative goodwill impairment charges
|
|
$
|
1,173.0
|
|
|
$
|
129.1
|
|
|
$
|
173.5
|
|
|
$
|
499.5
|
|
|
$
|
1,975.1
|
|
|
|
February 1, 2020
|
|
February 2, 2019
|
||||||||||||||||||||
|
|
Gross Carrying Amount(1)
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
8.8
|
|
|
$
|
—
|
|
|
$
|
8.8
|
|
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Leasehold rights
|
|
88.4
|
|
|
(72.0
|
)
|
|
16.4
|
|
|
91.8
|
|
|
(67.3
|
)
|
|
24.5
|
|
||||||
Other
|
|
32.1
|
|
|
(32.0
|
)
|
|
0.1
|
|
|
32.5
|
|
|
(32.3
|
)
|
|
0.2
|
|
||||||
Total
|
|
$
|
126.8
|
|
|
$
|
(104.0
|
)
|
|
$
|
22.8
|
|
|
$
|
133.1
|
|
|
$
|
(99.6
|
)
|
|
$
|
33.5
|
|
(1)
|
The change in the gross carrying amount of intangible assets from February 2, 2019 to February 1, 2020 is due to impairments (see Note 4, "Asset Impairments") and the impact of exchange rate fluctuations.
|
Period
|
|
Projected Amortization Expense
|
||
Fiscal 2020
|
|
$
|
3.9
|
|
Fiscal 2021
|
|
3.2
|
|
|
Fiscal 2022
|
|
2.8
|
|
|
Fiscal 2023
|
|
2.3
|
|
|
Fiscal 2024
|
|
1.7
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current tax (benefit) expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(25.3
|
)
|
|
$
|
45.0
|
|
|
$
|
104.7
|
|
State
|
|
1.5
|
|
|
12.8
|
|
|
14.2
|
|
|||
Foreign
|
|
(0.1
|
)
|
|
38.5
|
|
|
28.5
|
|
|||
|
|
(23.9
|
)
|
|
96.3
|
|
|
147.4
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
12.6
|
|
|
(36.0
|
)
|
|
23.4
|
|
|||
State
|
|
3.2
|
|
|
(4.0
|
)
|
|
(1.3
|
)
|
|||
Foreign
|
|
45.7
|
|
|
(14.6
|
)
|
|
(16.0
|
)
|
|||
|
|
61.5
|
|
|
(54.6
|
)
|
|
6.1
|
|
|||
Total income tax expense
|
|
$
|
37.6
|
|
|
$
|
41.7
|
|
|
$
|
153.5
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
(352.8
|
)
|
|
$
|
(543.4
|
)
|
|
$
|
310.7
|
|
International
|
|
(74.0
|
)
|
|
(209.7
|
)
|
|
73.2
|
|
|||
Total
|
|
$
|
(426.8
|
)
|
|
$
|
(753.1
|
)
|
|
$
|
383.9
|
|
(1)
|
Per IRC Section 15, we have incorporated a statutory rate of 21.0% for our year end current provision ending February 1, 2020.
|
(2)
|
Other is comprised of numerous items, none of which is greater than 1.05% of loss before income taxes for fiscal 2019, 1.05% of loss before income taxes for fiscal 2018, and 1.69% of earnings before income taxes for fiscal 2017.
|
|
|
February 1, 2020
|
|
February 2, 2019
|
||||
Deferred tax asset:
|
|
|
|
|
||||
Inventory
|
|
$
|
10.7
|
|
|
$
|
14.7
|
|
Deferred rents
|
|
1.0
|
|
|
3.9
|
|
||
Operating lease liabilities
|
|
201.3
|
|
|
—
|
|
||
Stock-based compensation
|
|
1.7
|
|
|
1.8
|
|
||
Net operating losses
|
|
77.3
|
|
|
78.5
|
|
||
Customer liabilities
|
|
11.6
|
|
|
18.6
|
|
||
Property and equipment
|
|
3.5
|
|
|
11.3
|
|
||
Credits
|
|
27.9
|
|
|
18.2
|
|
||
Accrued compensation
|
|
9.6
|
|
|
12.1
|
|
||
Intangible assets
|
|
28.5
|
|
|
21.8
|
|
||
Goodwill
|
|
1.5
|
|
|
—
|
|
||
Other
|
|
22.4
|
|
|
13.1
|
|
||
Total deferred tax assets
|
|
397.0
|
|
|
194.0
|
|
||
Valuation allowance
|
|
(112.7
|
)
|
|
(32.9
|
)
|
||
Total deferred tax assets, net
|
|
284.3
|
|
|
161.1
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Goodwill
|
|
—
|
|
|
(10.2
|
)
|
||
Prepaid expenses
|
|
(3.3
|
)
|
|
(3.6
|
)
|
||
Operating lease right-of-use assets
|
|
(198.5
|
)
|
|
—
|
|
||
Other
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Total deferred tax liabilities
|
|
(202.0
|
)
|
|
(13.9
|
)
|
||
Net deferred tax assets
|
|
$
|
82.3
|
|
|
$
|
147.2
|
|
The above amounts are reflected in the consolidated financial statements as:
|
|
|
|
|
||||
Deferred income taxes - assets
|
|
$
|
83.0
|
|
|
$
|
147.3
|
|
Deferred income taxes - liabilities
|
|
$
|
(0.7
|
)
|
|
$
|
(0.1
|
)
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance of unrecognized tax benefits
|
|
$
|
22.5
|
|
|
$
|
24.9
|
|
|
$
|
42.1
|
|
Increases related to current period tax positions
|
|
0.4
|
|
|
1.1
|
|
|
1.0
|
|
|||
Increases related to prior period tax positions
|
|
1.6
|
|
|
35.5
|
|
|
11.2
|
|
|||
Decreases related to prior period tax positions
|
|
(10.2
|
)
|
|
—
|
|
|
—
|
|
|||
Reductions as a result of a lapse of the applicable statute of limitations
|
|
(4.3
|
)
|
|
(0.6
|
)
|
|
(1.3
|
)
|
|||
Reductions as a result of settlements with taxing authorities
|
|
(3.5
|
)
|
|
(38.4
|
)
|
|
(28.1
|
)
|
|||
Ending balance of unrecognized tax benefits
|
|
$
|
6.5
|
|
|
$
|
22.5
|
|
|
$
|
24.9
|
|
|
Fiscal Year
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash paid for income taxes
|
$
|
66.8
|
|
|
$
|
122.9
|
|
|
$
|
168.3
|
|
Cash refunds received
|
(15.7
|
)
|
|
(8.8
|
)
|
|
(7.8
|
)
|
|||
Cash paid for income taxes, net
|
$
|
51.1
|
|
|
$
|
114.1
|
|
|
$
|
160.5
|
|
|
|
February 1, 2020
|
|
February 2, 2019
|
||||
Customer-related liabilities
|
|
$
|
233.4
|
|
|
$
|
268.7
|
|
Deferred revenue
|
|
116.5
|
|
|
124.2
|
|
||
Employee benefits, compensation and related taxes
|
|
105.2
|
|
|
140.7
|
|
||
Checks and transfers yet to be presented for payment from zero balance cash accounts
|
|
38.0
|
|
|
82.7
|
|
||
Income and other taxes payable
|
|
34.8
|
|
|
72.7
|
|
||
Other accrued liabilities
|
|
89.6
|
|
|
91.0
|
|
||
Total accrued and other current liabilities
|
|
$
|
617.5
|
|
|
$
|
780.0
|
|
|
February 1, 2020
|
|
February 2, 2019
|
||||
2019 Senior Notes principal amount
|
$
|
—
|
|
|
$
|
350.0
|
|
2021 Senior Notes principal amount
|
421.4
|
|
|
475.0
|
|
||
Less: Unamortized debt financing costs
|
(1.6
|
)
|
|
(4.2
|
)
|
||
|
419.8
|
|
|
820.8
|
|
||
Less: Current portion
|
—
|
|
|
(349.2
|
)
|
||
Long-term debt, net
|
$
|
419.8
|
|
|
$
|
471.6
|
|
|
Fiscal Year
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash paid for interest
|
$
|
43.5
|
|
|
$
|
53.5
|
|
|
$
|
53.4
|
|
Cash received for interest income
|
(9.2
|
)
|
|
(3.8
|
)
|
|
(0.9
|
)
|
|||
Cash paid for interest, net
|
$
|
34.3
|
|
|
$
|
49.7
|
|
|
$
|
52.5
|
|
|
|
Fiscal Year
|
||
|
|
2019
|
||
Operating lease cost
|
|
$
|
342.6
|
|
Variable lease cost (1)
|
|
95.9
|
|
|
Total rent expense
|
|
$
|
438.5
|
|
(1)
|
Variable lease cost includes percentage rentals and variable executory costs.
|
|
|
February 1, 2020
|
|
|
Weighted-average remaining lease term (years)
|
|
4.7
|
|
(1)
|
Weighted-average discount rate
|
|
4.1
|
%
|
|
(1)
|
The weighted-average remaining lease term is weighted based on the lease liability balance for each lease as of February 1, 2020. This weighted average calculation differs from our simple average remaining lease term due to the inclusion of reasonably certain renewal options and the effect of the lease liability value of longer term leases.
|
Period
|
|
|
Operating Leases(1)
|
||
Fiscal Year 2020
|
|
$
|
268.5
|
|
|
Fiscal Year 2021
|
|
184.8
|
|
||
Fiscal Year 2022
|
|
129.8
|
|
||
Fiscal Year 2023
|
|
93.0
|
|
||
Fiscal Year 2024
|
|
65.7
|
|
||
Thereafter
|
|
104.4
|
|
||
Total remaining lease payments
|
|
846.2
|
|
||
Less: Interest
|
|
(77.5
|
)
|
||
Present value of lease liabilities(2)
|
|
$
|
768.7
|
|
(1)
|
Operating lease payments exclude legally binding lease payments for leases signed but not yet commenced.
|
(2)
|
The present value of lease liabilities consist of $239.4 million classified as current portion of operating lease liabilities and $529.3 million classified as long-term operating lease liabilities.
|
Period
|
|
|
||
Fiscal 2019
|
$
|
296.2
|
|
|
Fiscal 2020
|
208.7
|
|
||
Fiscal 2021
|
149.1
|
|
||
Fiscal 2022
|
105.4
|
|
||
Fiscal 2023
|
71.4
|
|
||
Thereafter
|
116.2
|
|
||
|
|
$
|
947.0
|
|
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|||
Balance, February 2, 2019
|
|
599,255
|
|
|
$
|
28.81
|
|
Expired
|
|
(412,320
|
)
|
|
$
|
29.47
|
|
Balance, February 1, 2020
|
|
186,935
|
|
|
$
|
27.36
|
|
|
|
Time-Based Restricted Stock Awards
|
|
Performance-Based Restricted Stock Awards
|
||||||||||
|
|
Shares
|
|
Weighted-
Average Grant Date Fair Value |
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
||||||
Nonvested shares at February 2, 2019
|
|
807,028
|
|
|
$
|
18.30
|
|
|
287,307
|
|
|
$
|
20.33
|
|
Granted
|
|
2,398,748
|
|
|
$
|
8.05
|
|
|
1,199,042
|
|
|
$
|
7.95
|
|
Vested
|
|
(479,405
|
)
|
|
$
|
18.69
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
|
(663,960
|
)
|
|
$
|
10.62
|
|
|
(351,345
|
)
|
|
$
|
16.70
|
|
Nonvested shares at February 1, 2020
|
|
2,062,411
|
|
|
$
|
8.76
|
|
|
1,135,004
|
|
|
$
|
8.37
|
|
|
|
Fiscal Year
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Weighted-average common shares outstanding
|
|
87.5
|
|
|
102.1
|
|
|
101.4
|
|
Dilutive effect of stock options and restricted stock awards
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Weighted-average diluted common shares
|
|
87.5
|
|
|
102.1
|
|
|
101.5
|
|
|
|
|
|
|
|
|
|||
Anti-dilutive stock options and restricted stock awards
|
|
2.1
|
|
|
1.7
|
|
|
2.0
|
|
|
|
United
States
|
|
Canada
|
|
Australia
|
|
Europe
|
|
Total
|
||||||||||
As of and for the Fiscal Year Ended February 1, 2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
4,497.7
|
|
|
$
|
344.2
|
|
|
$
|
525.4
|
|
|
$
|
1,098.7
|
|
|
$
|
6,466.0
|
|
Operating (loss) earnings
|
|
(343.9
|
)
|
|
(14.9
|
)
|
|
9.4
|
|
|
(50.2
|
)
|
|
(399.6
|
)
|
|||||
Depreciation and amortization
|
|
57.8
|
|
|
3.8
|
|
|
8.9
|
|
|
24.7
|
|
|
95.2
|
|
|||||
Goodwill impairments
|
|
363.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363.9
|
|
|||||
Asset impairments
|
|
12.8
|
|
|
0.4
|
|
|
0.2
|
|
|
8.3
|
|
|
21.7
|
|
|||||
Capital expenditures
|
|
56.8
|
|
|
4.2
|
|
|
4.5
|
|
|
13.0
|
|
|
78.5
|
|
|||||
Property and equipment, net
|
|
164.9
|
|
|
17.0
|
|
|
32.5
|
|
|
61.5
|
|
|
275.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of and for the Fiscal Year Ended February 2, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
5,800.2
|
|
|
$
|
434.5
|
|
|
$
|
645.4
|
|
|
$
|
1,405.2
|
|
|
$
|
8,285.3
|
|
Operating loss
|
|
(533.9
|
)
|
|
(19.3
|
)
|
|
(46.5
|
)
|
|
(102.3
|
)
|
|
(702.0
|
)
|
|||||
Depreciation and amortization
|
|
67.1
|
|
|
3.7
|
|
|
9.8
|
|
|
25.0
|
|
|
105.6
|
|
|||||
Goodwill impairments
|
|
795.6
|
|
|
28.8
|
|
|
66.4
|
|
|
79.9
|
|
|
970.7
|
|
|||||
Asset impairments
|
|
12.5
|
|
|
—
|
|
|
0.2
|
|
|
32.5
|
|
|
45.2
|
|
|||||
Capital expenditures
|
|
51.5
|
|
|
4.4
|
|
|
10.5
|
|
|
19.8
|
|
|
86.2
|
|
|||||
Property and equipment, net
|
|
188.7
|
|
|
17.1
|
|
|
40.6
|
|
|
74.9
|
|
|
321.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of and for the Fiscal Year Ended February 3, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
5,876.0
|
|
|
$
|
434.9
|
|
|
$
|
702.2
|
|
|
$
|
1,534.0
|
|
|
$
|
8,547.1
|
|
Operating earnings
|
|
332.8
|
|
|
18.5
|
|
|
34.9
|
|
|
53.0
|
|
|
439.2
|
|
|||||
Depreciation and amortization
|
|
81.6
|
|
|
3.9
|
|
|
10.4
|
|
|
26.4
|
|
|
122.3
|
|
|||||
Asset impairments
|
|
12.3
|
|
|
—
|
|
|
0.3
|
|
|
1.2
|
|
|
13.8
|
|
|||||
Capital expenditures
|
|
61.5
|
|
|
4.3
|
|
|
10.1
|
|
|
15.3
|
|
|
91.2
|
|
|||||
Property and equipment, net
|
|
207.6
|
|
|
17.4
|
|
|
44.2
|
|
|
81.8
|
|
|
351.0
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total segment capital expenditures
|
|
$
|
78.5
|
|
|
$
|
86.2
|
|
|
$
|
91.2
|
|
Discontinued operations
|
|
—
|
|
|
7.5
|
|
|
22.2
|
|
|||
Total capital expenditures
|
|
$
|
78.5
|
|
|
$
|
93.7
|
|
|
$
|
113.4
|
|
|
|
Fiscal Year 2019
|
|
Fiscal Year 2018
|
||||||||||||||||||||||||||||
|
|
1st
Quarter
|
|
2nd
Quarter(2)
|
|
3rd
Quarter(2)
|
|
4th
Quarter(2) |
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter(2)
|
|
4th
Quarter(2)
|
||||||||||||||||
Net sales(1)
|
|
$
|
1,547.7
|
|
|
$
|
1,285.7
|
|
|
$
|
1,438.5
|
|
|
$
|
2,194.1
|
|
|
$
|
1,785.8
|
|
|
$
|
1,501.1
|
|
|
$
|
1,935.4
|
|
|
$
|
3,063.0
|
|
Gross profit(1)
|
|
471.2
|
|
|
399.1
|
|
|
441.1
|
|
|
597.3
|
|
|
531.1
|
|
|
470.0
|
|
|
558.2
|
|
|
748.8
|
|
||||||||
Operating earnings (loss)(1)
|
|
17.5
|
|
|
(446.7
|
)
|
|
(45.6
|
)
|
|
75.2
|
|
|
46.5
|
|
|
1.5
|
|
|
(517.9
|
)
|
|
(232.1
|
)
|
||||||||
Net income (loss) from continuing operations
|
|
7.5
|
|
|
(413.6
|
)
|
|
(83.2
|
)
|
|
24.9
|
|
|
20.4
|
|
|
(39.8
|
)
|
|
(506.9
|
)
|
|
(268.5
|
)
|
||||||||
(Loss) income from discontinued operations, net of tax
|
|
(0.7
|
)
|
|
(1.7
|
)
|
|
(0.2
|
)
|
|
(3.9
|
)
|
|
7.8
|
|
|
14.9
|
|
|
18.3
|
|
|
80.8
|
|
||||||||
Net income (loss)
|
|
6.8
|
|
|
(415.3
|
)
|
|
(83.4
|
)
|
|
21.0
|
|
|
28.2
|
|
|
(24.9
|
)
|
|
(488.6
|
)
|
|
(187.7
|
)
|
||||||||
Basic earnings (loss) per share:(3) (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
|
$
|
0.07
|
|
|
$
|
(4.14
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
0.38
|
|
|
$
|
0.20
|
|
|
$
|
(0.39
|
)
|
|
$
|
(4.96
|
)
|
|
$
|
(2.63
|
)
|
Discontinued operations
|
|
(0.01
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
0.08
|
|
|
0.15
|
|
|
0.18
|
|
|
0.79
|
|
||||||||
Basic earnings (loss) per share
|
|
$
|
0.07
|
|
|
$
|
(4.15
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
0.32
|
|
|
$
|
0.28
|
|
|
$
|
(0.24
|
)
|
|
$
|
(4.78
|
)
|
|
$
|
(1.84
|
)
|
Diluted earnings (loss) per share:(3) (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
|
$
|
0.07
|
|
|
$
|
(4.14
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
0.38
|
|
|
$
|
0.20
|
|
|
$
|
(0.39
|
)
|
|
$
|
(4.96
|
)
|
|
$
|
(2.63
|
)
|
Discontinued operations
|
|
(0.01
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
0.08
|
|
|
0.15
|
|
|
0.18
|
|
|
0.79
|
|
||||||||
Diluted earnings (loss) per share
|
|
$
|
0.07
|
|
|
$
|
(4.15
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
0.32
|
|
|
$
|
0.28
|
|
|
$
|
(0.24
|
)
|
|
$
|
(4.78
|
)
|
|
$
|
(1.84
|
)
|
Dividend declared per common share
|
|
$
|
0.38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
(1)
|
Net sales, gross profit and operating earnings (loss) differ from the amounts previously reported in our Quarterly Reports on Form 10-Q in fiscal year 2018 as a result of our former Spring Mobile business being classified as discontinued operations for all periods presented. See Note 2, "Discontinued Operations and Dispositions," for additional information.
|
(2)
|
The results of operations in fiscal 2019 include goodwill impairment charges for the second quarter totaling $363.9 million on a pre-tax basis and asset impairment charges for the third and fourth quarters totaling $11.3 million and $10.4 million, respectively, on a pre-tax basis. The results of operations for the third and fourth quarters of fiscal 2018 include goodwill and asset impairment charges totaling $587.5 million and $428.4 million, respectively, on a pre-tax basis.
|
(3)
|
The sum of the quarters may not necessarily be equal to the full year (loss) earnings per common share amount.
|
(4)
|
The sum of earnings (loss) per share may not total to consolidated (loss) earnings per common share as amounts are calculated based on whole numbers.
|
Exhibit
Number
|
|
Description
|
|
Previously Filed as an Exhibit to and
Incorporated by Reference From
|
|
Date Filed
|
|
|
|
|
|
|
|
2.1
|
|
|
Current Report on Form 8-K
|
|
November 21, 2018
|
|
|
|
|
|
|
|
|
3.1
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2013
|
|
September 11, 2013
|
|
|
|
|
|
|
|
|
3.2
|
|
|
Current Report on Form 8-K
|
|
March 6, 2017
|
|
|
|
|
|
|
|
|
4.1
|
|
|
Current Report on Form 8-K
|
|
September 24, 2014
|
|
|
|
|
|
|
|
|
4.2
|
|
|
Current Report on Form 8-K
|
|
September 24, 2014
|
|
|
|
|
|
|
|
|
4.3
|
|
|
Current Report on Form 8-K
|
|
March 9, 2016
|
|
|
|
|
|
|
|
|
4.4
|
|
|
Current Report on Form 8-K
|
|
March 9, 2016
|
|
|
|
|
|
|
|
|
4.5
|
|
|
Current Report on Form 8-K
|
|
March 9, 2016
|
|
|
|
|
|
|
|
|
4.6
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
Current Report on Form 8-K
|
|
June 27, 2013
|
|
|
|
|
|
|
|
|
10.2*
|
|
|
Annual Report on Form 10-K for the fiscal year ended January 29, 2005
|
|
April 11, 2005
|
|
|
|
|
|
|
|
|
10.3*
|
|
|
Annual Report on Form 10-K for the fiscal year ended February 3, 2018
|
|
April 2, 2018
|
|
|
|
|
|
|
|
|
10.4*
|
|
|
Current Report on Form 8-K
|
|
May 13, 2013
|
|
|
|
|
|
|
|
|
10.5*
|
|
|
Current Report on Form 8-K
|
|
March 6, 2018
|
|
|
|
|
|
|
|
|
10.6*
|
|
|
Current Report on Form 8-K
|
|
June 4, 2018
|
|
|
|
|
|
|
|
|
10.7*
|
|
|
Current Report on Form 8-K
|
|
May 13, 2013
|
|
|
|
|
|
|
|
|
10.8*
|
|
|
Current Report on Form 8-K
|
|
March 6, 2018
|
|
|
|
|
|
|
|
|
10.9*
|
|
|
Current Report on Form 8-K
|
|
June 4, 2018
|
|
|
|
|
|
|
|
|
10.10
|
|
|
Current Report on Form 8-K
|
|
March 28, 2014
|
|
|
|
|
|
|
|
|
10.11
|
|
|
Current Report on Form 8-K
|
|
September 16, 2014
|
Exhibit
Number
|
|
Description
|
|
Previously Filed as an Exhibit to and
Incorporated by Reference From
|
|
Date Filed
|
|
|
|
|
|
|
|
10.12
|
|
|
Current Report on Form 8-K
|
|
November 21, 2017
|
|
|
|
|
|
|
|
|
10.13
|
|
|
Current Report on Form 8-K
|
|
December 12, 2018
|
|
|
|
|
|
|
|
|
10.14
|
|
|
Current Report on Form 8-K
|
|
November 21, 2017
|
|
|
|
|
|
|
|
|
10.15
|
|
|
Current Report on Form 8-K
|
|
March 28, 2014
|
|
|
|
|
|
|
|
|
10.16
|
|
|
Current Report on Form 8-K
|
|
November 21, 2017
|
|
|
|
|
|
|
|
|
10.17
|
|
|
Current Report on Form 8-K
|
|
March 28, 2014
|
|
|
|
|
|
|
|
|
10.18*
|
|
|
Annual Report on Form 10-K for the fiscal year ended January 30, 2015
|
|
March 28, 2016
|
|
|
|
|
|
|
|
|
10.19*
|
|
|
Current Report on Form 8-K
|
|
June 4, 2018
|
|
|
|
|
|
|
|
|
10.20*
|
|
|
Annual Report on Form 10-K for the fiscal year ended February 3, 2018
|
|
April 2, 2018
|
|
|
|
|
|
|
|
|
10.21*
|
|
|
Current Report on Form 8-K
|
|
June 4, 2018
|
|
|
|
|
|
|
|
|
10.22*
|
|
|
Annual Report on Form 10-K for the fiscal year ended February 3, 2018
|
|
April 2, 2018
|
|
|
|
|
|
|
|
|
10.23*
|
|
|
Annual Report on Form 10-K for the fiscal year ended February 3, 2018
|
|
April 2, 2018
|
|
|
|
|
|
|
|
|
10.24*
|
|
|
Annual Report on Form 10-K for the fiscal year ended February 3, 2018
|
|
April 2, 2018
|
|
|
|
|
|
|
|
|
10.25*
|
|
|
Current Report on Form 8-K
|
|
June 4, 2018
|
|
|
|
|
|
|
|
|
10.26*
|
|
|
Current Report on Form 8-K
|
|
December 21, 2017
|
|
|
|
|
|
|
|
|
10.27*
|
|
|
Current Report on Form 8-K
|
|
March 21, 2019
|
|
|
|
|
|
|
|
|
10.28*
|
|
|
Current Report on Form 8-K
|
|
May 10, 2019
|
|
|
|
|
|
|
|
|
10.29*
|
|
|
Current Report on Form 8-K
|
|
May 30, 2019
|
|
|
|
|
|
|
|
|
10.30*
|
|
|
Current Report on Form 8-K
|
|
May 30, 2019
|
|
|
|
|
|
|
|
|
10.31*
|
|
|
Current Report on Form 8-K
|
|
May 30, 2019
|
|
|
|
|
|
|
|
|
10.32
|
|
|
Current Report on Form 8-K
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
10.33*
|
|
|
Current Report on Form 8-K
|
|
October 16, 2019
|
|
|
|
|
|
|
|
|
10.34*
|
|
|
Current Report on Form 8-K
|
|
October 1, 2019
|
Exhibit
Number
|
|
Description
|
|
Previously Filed as an Exhibit to and
Incorporated by Reference From
|
|
Date Filed
|
|
|
|
|
|
|
|
10.35
|
|
|
Definitive Proxy Statement for 2019 Annual Meeting of Stockholders
|
|
May 14, 2019
|
|
|
|
|
|
|
|
|
21.1
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
|
Furnished herewith.
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
|
Furnished herewith.
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
Submitted electronically herewith.
|
|
|
|
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
|
Submitted electronically herewith.
|
|
|
/s/ DELOITTE & TOUCHE LLP
|
1
|
I have reviewed this Annual Report on Form 10-K of GameStop Corp.;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By:
|
/s/ George E. Sherman
|
|
|
George E. Sherman
|
|
|
Chief Executive Officer
|
|
|
GameStop Corp.
|
1
|
I have reviewed this Annual Report on Form 10-K of GameStop Corp.;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By:
|
/s/ James A. Bell
|
|
|
James A. Bell
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
GameStop Corp.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ George E. Sherman
|
|
George E. Sherman
|
|
Chief Executive Officer
|
|
GameStop Corp.
|
|
|
|
March 27, 2020
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ James A. Bell
|
|
James A. Bell
|
|
Executive Vice President and Chief Financial Officer
|
|
GameStop Corp.
|
|
|
|
March 27, 2020
|