SEC Filing | Gamestop Corp.

View:

Download DOC

Download PDF

Download XLS

Download XBRL

gme-20201031

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2020


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NO. 1-32637

GameStop Corp.

(Exact name of registrant as specified in its charter)


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)

Registrant’s telephone number, including area code:

(817) 424-2000

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock

GME

NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of $.001 par value Class A Common Stock outstanding as of December 1, 2020: 69,746,960

TABLE OF CONTENTS



Part I — FINANCIAL INFORMATION
		Page No.
Item 1.	Financial Statements	1

	Unaudited Condensed Consolidated Balance Sheets — As of Octo ber 3 1, 2020, November 2 , 2019 and February 1, 2020	1

	Unaudited Condensed Consolidated Statements of Operations — For the 13 and 39 weeks ended October 31, 2020 and November 2, 2019	2

	Unaudited Condensed Consolidated Statements of Comprehensive Loss — For the 13 and 39 weeks ended October 31, 2020 and November 2, 2019	3

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity — For the 13 and 39 weeks ended October 31, 2020 and November 2, 2019	4

	Unaudited Condensed Consolidated Statements of Cash Flows — For the 39 weeks ended October 31, 2020 and November 2, 2019	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	30

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

SIGNATURES		32

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GAMESTOP CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par value per share)


	October 31, 2020		November 2, 2019		February 1, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	445.9	$	290.3	$	499.4
Restricted cash	140.7		0.3		0.3
Receivables, net	77.6		145.7		141.9
Merchandise inventories, net	861.0		1,286.7		859.7
Prepaid expenses and other current assets	126.7		127.3		120.6
Assets held-for-sale	—		12.8		11.8
Total current assets	1,651.9		1,863.1		1,633.7
Property and equipment, net	193.0		287.1		275.9
Operating lease right-of-use assets	666.7		758.1		767.0
Deferred income taxes	29.2		157.8		83.0
Long-term restricted cash	16.0		13.8		13.8
Other noncurrent assets	44.6		65.7		46.3

Total assets	$	2,601.4	$	3,145.6	$	2,819.7

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	440.2	$	709.9	$	380.8
Accrued liabilities and other current liabilities	654.1		625.1		617.5
Current portion of operating lease liabilities	212.9		238.5		239.4

Short-term debt, including current portion of long-term debt, net	244.5		—		—
Borrowings under revolving line of credit	25.0		—		—

Total current liabilities	1,576.7		1,573.5		1,237.7
Long-term debt, net	216.0		419.4		419.8
Operating lease liabilities	456.7		516.5		529.3
Other long-term liabilities	19.8		19.1		21.4

Total liabilities	2,269.2		2,528.5		2,208.2
Commitments and contingencies (Note 7)
Stockholders’ equity:
Class A common stock — $.001 par value; 300 shares authorized; 65.2, 67.9 and 64.3 shares issued and outstanding	0.1		0.1		0.1
Additional paid-in capital	5.1		—		—
Accumulated other comprehensive loss	(67.4)		(71.5)		(78.8)
Retained earnings	394.4		688.5		690.2
Total stockholders’ equity	332.2		617.1		611.5
Total liabilities and stockholders’ equity	$	2,601.4	$	3,145.6	$	2,819.7

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

GAMESTOP CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)


	13 Weeks Ended				39 Weeks Ended
	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019
Net sales	$	1,004.7	$	1,438.5	$	2,967.7	$	4,271.9
Cost of sales	728.4		997.4		2,156.8		2,960.5
Gross profit	276.3		441.1		810.9		1,311.4
Selling, general and administrative expenses	360.4		475.4		1,095.1		1,411.0
Goodwill and asset impairments	—		11.3		4.8		375.2
Gain on sale of assets	(21.1)		—		(32.4)		—
Operating loss	(63.0)		(45.6)		(256.6)		(474.8)
Interest income	(0.3)		(2.0)		(1.6)		(9.9)
Interest expense	10.0		8.0		25.5		30.6
Loss from continuing operations before income taxes	(72.7)		(51.6)		(280.5)		(495.5)
Income tax (benefit) expense	(53.9)		31.6		14.4		(6.2)
Net loss from continuing operations	(18.8)		(83.2)		(294.9)		(489.3)
Loss from discontinued operations, net of tax	—		(0.2)		(0.9)		(2.6)
Net loss	$	(18.8)	$	(83.4)	$	(295.8)	$	(491.9)



Basic loss per share:
Continuing operations	$	(0.29)	$	(1.01)	$	(4.54)	$	(5.16)
Discontinued operations	—		—		(0.01)		(0.03)
Basic loss per share	$	(0.29)	$	(1.02)	$	(4.56)	$	(5.19)

Diluted loss per share:
Continuing operations	$	(0.29)	$	(1.01)	$	(4.54)	$	(5.16)
Discontinued operations	—		—		(0.01)		(0.03)
Diluted loss per share	$	(0.29)	$	(1.02)	$	(4.56)	$	(5.19)

Weighted-average shares outstanding:
Basic	65.2		82.1		64.9		94.8
Diluted	65.2		82.1		64.9		94.8

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

GAMESTOP CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in millions)


	13 Weeks Ended				39 Weeks Ended
	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019
Net loss	$	(18.8)	$	(83.4)	$	(295.8)	$	(491.9)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(3.5)		3.6		11.4		(17.2)
Total comprehensive loss	$	(22.3)	$	(79.8)	$	(284.4)	$	(509.1)

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

GAMESTOP CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions, except for per share data)


	Class A Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total Stockholders' Equity
	Shares	Amount
Balance at February 1, 2020	64.3	$	0.1	$	—	$	(78.8)	$	690.2	$	611.5
Net loss	—	—		—		—		(165.7)		(165.7)
Foreign currency translation	—	—		—		(12.1)		—		(12.1)
Stock-based compensation expense	—	—		1.8		—		—		1.8
Settlement of stock-based awards	0.3	—		(0.5)		—		—		(0.5)
Balance at May 2, 2020	64.6	$	0.1	$	1.3	$	(90.9)	$	524.5	$	435.0
Net loss	—	—		—		—		(111.3)		(111.3)
Foreign currency translation	—	—		—		27.0		—		27.0

Stock-based compensation expense	—	—		2.1		—		—		2.1

Settlement of stock-based awards	0.6	—		(0.5)		—		—		(0.5)
Balance at August 1, 2020	65.2	$	0.1	$	2.9	$	(63.9)	$	413.2	$	352.3
Net loss	—	—		—		—		(18.8)		(18.8)
Foreign currency translation	—	—		—		(3.5)		—		(3.5)

Stock-based compensation expense	—	—		2.2		—		—		2.2


Balance at October 31, 2020	65.2	$	0.1	$	5.1	$	(67.4)	$	394.4	$	332.2




	Class A Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total Stockholders' Equity
	Shares	Amount
Balance at February 2, 2019	102.0	$	0.1	$	27.7	$	(54.3)	$	1,362.7	$	1,336.2
Net income	—	—		—		—		6.8		6.8
Foreign currency translation	—	—		—		(13.9)		—		(13.9)
Dividends declared, $0.38 per common share	—	—		—		—		(38.7)		(38.7)
Stock-based compensation expense	—	—		1.9		—		—		1.9
Settlement of stock-based awards	0.3	—		(0.6)		—		—		(0.6)
Balance at May 4, 2019	102.3	$	0.1	$	29.0	$	(68.2)	$	1,330.8	$	1,291.7
Net loss	—	—		—		—		(415.3)		(415.3)
Foreign currency translation	—	—		—		(6.9)		—		(6.9)
Stock-based compensation expense	—	—		3.3		—		—		3.3
Repurchase of common shares	(12.0)	—		(32.1)		—		(30.8)		(62.9)
Settlement of stock-based awards	0.2	—		(0.2)		—		—		(0.2)
Balance at August 3, 2019	90.5	$	0.1	$	—	$	(75.1)	$	884.7	$	809.7
Net loss	—	—		—		—		(83.4)		(83.4)
Foreign currency translation	—	—		—		3.6		—		3.6
Stock-based compensation expense	—	—		2.9		—		—		2.9
Repurchase of common shares	(22.6)	—		(2.9)		—		(112.8)		(115.7)
Balance at November 2, 2019	67.9	$	0.1	$	—	$	(71.5)	$	688.5	$	617.1

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

GAMESTOP CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	39 Weeks Ended
	October 31, 2020		November 2, 2019
Cash flows from operating activities:
Net loss	$	(295.8)	$	(491.9)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization (including amounts in cost of sales)	61.1		70.1
Goodwill and asset impairments	4.8		375.2
Stock-based compensation expense	6.1		8.1
Deferred income taxes	45.4		(11.8)

(Gain) loss on disposal of property and equipment, net	(30.6)		1.9
Loss on divestitures	—		1.3
Other	2.6		3.1
Changes in operating assets and liabilities:
Receivables, net	65.8		(6.7)
Merchandise inventories	11.6		(61.6)
Prepaid expenses and other current assets	(2.9)		(10.7)
Prepaid income taxes and income taxes payable	11.7		(44.2)
Accounts payable and accrued liabilities	78.9		(488.4)
Operating lease right-of-use assets and lease liabilities	1.1		0.7
Changes in other long-term liabilities	(0.9)		0.1
Net cash flows used in operating activities	(41.1)		(654.8)
Cash flows from investing activities:
Purchase of property and equipment	(32.6)		(61.4)
Proceeds from sale of property and equipment	95.5		—
Proceeds from divestitures	—		5.2
Other	0.4		(0.7)
Net cash flows provided by (used in) investing activities	63.3		(56.9)
Cash flows from financing activities:
Repurchase of common shares	—		(176.9)
Proceeds from French term loans	47.1		—
Dividends paid	(0.3)		(40.5)
Borrowings from the revolver	150.0		—
Repayments of revolver borrowings	(125.0)		—

Repayments of senior notes	(5.3)		(404.5)
Settlement of stock-based awards	(1.0)		(0.8)
Net cash flows provided by (used in) financing activities	65.5		(622.7)
Exchange rate effect on cash, cash equivalents and restricted cash	1.4		(1.7)

Increase (decrease) in cash, cash equivalents and restricted cash	89.1		(1,336.1)
Cash, cash equivalents and restricted cash at beginning of period	513.5		1,640.5
Cash, cash equivalents and restricted cash at end of period	$	602.6	$	304.4

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General Information

The Company

GameStop Corp. (“GameStop,” “we,” “us,” “our,” or the “Company”) is a global, multichannel video game, consumer electronics and collectibles retailer. GameStop operates over 5,000 stores across ten countries. GameStop's consumer product network also includes www.gamestop.com and Game Informer® magazine, the world's leading print and digital video game publication.

GameStop operates its business in four geographic segments: United States, Canada, Australia and Europe. The information contained in these unaudited condensed financial statements refers to continuing operations unless otherwise noted.

Basis of Presentation and Consolidation

The unaudited condensed consolidated financial statements include the Company's accounts and the accounts of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting only of normal, recurring adjustments) which are, in the Company's opinion, necessary for a fair presentation of the information as of and for the periods presented. These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all disclosures required under GAAP for complete consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company's annual report on Form 10-K for the 52 weeks ended February 1, 2020, as filed with the Securities and Exchange Commission ("SEC") on March 27, 2020, (the “2019 Annual Report on Form 10-K”). The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, the Company has made its best estimates and judgments of certain amounts included in the financial statements, and changes in the estimates and assumptions used by the Company could have a significant impact on its financial results. Actual results could differ from those estimates. Due to the seasonal nature of the Company's business, the results of operations for the 39 weeks ended October 31, 2020 are not indicative of the results to be expected for the 52 weeks ending January 30, 2021 ("fiscal 2020").

Reclassifications

The Company has made certain classifications in its consolidated statements of cash flows in order to conform to the current year presentation. Certain changes in customer liabilities, primarily associated with loyalty point redemptions and gift card breakage, of $16.2 million for the 39 weeks ended November 2, 2019 has been reclassified from other to changes in accounts payable and accrued liabilities.

In the Company's consolidated statements of operations, depreciation and amortization of $23.6 million and $69.3 million for the 13 and 39 weeks ended November 2, 2019, respectively, have been reclassified to selling, general and administrative expenses to conform to the current year presentation. Additionally, asset impairments of $11.3 million for the 13 and 39 weeks ended November 2, 2019 and goodwill impairments of $363.9 million for the 39 weeks ended November 2, 2019 have been reclassified to goodwill and asset impairments to conform to the current year presentation.

In the Company's consolidated balance sheets, restricted cash of $0.3 million and $0.3 million as of November 2, 2019 and February 1, 2020, respectively, have been reclassified from prepaid expenses and other current assets to restricted cash to conform to the current year presentation. Additionally, restricted cash of $13.8 million and $13.8 million as of November 2, 2019 and February 1, 2020, respectively, have been reclassified from other noncurrent assets to long-term restricted cash to conform to the current year presentation.

Significant Accounting Policies

There have been no material changes to the Company's significant accounting policies included in Note 1, "Nature of Operations and Summary of Significant Accounting Policies," within its 2019 Annual Report on Form 10-K.

Unvested Restricted Stock and Shares Issued and Outstanding

In June 2019, the Company adopted the GameStop Corp. 2019 Incentive Plan (the "2019 Plan"), which provides for the grant of equity awards to officers, employees, consultants, advisors and directors of the Company. The 2019 Plan provides for the grant of restricted stock awards, including both time-based and performance-based awards, among other equity awards. Time-based

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

restricted stock awards generally vest in equal annual installments over a three-year period on the anniversary of the date of issuance, subject to continued service to the Company. Performance-based restricted stock awards generally vest as a lump sum on the third anniversary of the date of issuance and are subject to the achievement of certain performance measures.

Shares of restricted stock granted by the Company are considered to be legally issued and outstanding as of the date of grant, notwithstanding that the shares remain subject to risk of forfeiture if the vesting conditions for such shares are not met, and are included in the number of shares of Class A common stock outstanding disclosed on the cover page of this quarterly report on Form 10-Q as of December 1, 2020. In accordance with accounting guidance followed by the Company, the financial statement presentation excludes unvested shares of restricted Class A common stock, as restricted shares are treated as issued and outstanding for financial statement presentation purposes only after such shares have vested and, therefore, have ceased to be subject to a risk of forfeiture. As of October 31, 2020, November 2, 2019 and February 1, 2020 there were 4.6 million, 3.4 million and 3.4 million, respectively, of unvested shares of restricted stock. Accordingly, as of October 31, 2020, November 2, 2019 and February 1, 2020 there were 69.8 million, 71.3 million and 67.7 million, respectively, of shares of Class A common stock, including unvested restricted shares, legally issued and outstanding.

Restricted Cash

Restricted cash of $156.7 million, $14.1 million and $14.1 million as of October 31, 2020, November 2, 2019 and February 1, 2020, respectively, consists primarily of bank deposits that collateralize the Company's obligations to vendors and landlords.

The following table provides a reconciliation of cash, cash equivalents and restricted cash in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows (in millions):


	October 31, 2020		November 2, 2019		February 1, 2020
Cash and cash equivalents	$	445.9	$	290.3	$	499.4
Restricted cash	140.7		0.3		0.3
Long-term restricted cash	16.0		13.8		13.8
Total cash, cash equivalents and restricted cash in the statements of cash flows	$	602.6	$	304.4	$	513.5

Assets Held-for-Sale

The Company's corporate aircraft was classified as assets held-for-sale as of November 2, 2019 and February 1, 2020, which had an estimated fair value, less costs to sell, of $12.8 million and $11.8 million, respectively. The Company recognized impairment charges of $3.2 million on the corporate aircraft during the 39 weeks ended October 31, 2020, which was partially attributable to recent economic impacts associated with the COVID-19 pandemic. On June 5, 2020, the Company sold its corporate aircraft with net cash proceeds from the sale totaling $8.6 million, net of costs to sell. No gain or loss on the sale of the aircraft was recognized.

Property and Equipment, Net

Accumulated depreciation related to the Company's property and equipment totaled $1,175.3 million, $1,230.4 million and $1,190.1 million as of October 31, 2020, November 2, 2019 and February 1, 2020, respectively.

The Company periodically reviews its property and equipment when events or changes in circumstances indicate that its carrying amounts may not be recoverable or its depreciation or amortization periods should be accelerated. The Company assesses recoverability based on several factors, including its intention with respect to its stores and those stores’ projected undiscounted cash flows. An impairment loss is recognized for the amount by which the carrying amount of the assets exceeds its fair value, determined based on an estimate of discounted future cash flows. Impairment losses were recorded totaling $1.0 million during the 39 weeks ended October 31, 2020. Impairment losses were recorded totaling $3.6 million during the 13 and 39 weeks ended November 2, 2019.

Share Repurchases

During the third quarter of fiscal 2019, we executed a series of open market repurchases for an aggregate of 22.6 million shares of our Class A common stock totaling $115.7 million, including fees and commissions. Included in these amounts are repurchases of 0.3 million shares for $1.7 million that were initiated prior to November 2, 2019, but not settled until the fourth quarter of fiscal 2019.

Discontinued Operations and Dispositions

On September 25, 2019, we sold our Simply Mac business to Cool Holdings, Inc. for total consideration of $12.9 million subject to customary post-closing adjustments. The consideration consisted of $5.2 million in cash and a note receivable of $7.7 million,

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

which was amended during the first quarter of fiscal 2020 to revise the amount to $1.3 million. We recognized a loss on sale during the third quarter of fiscal 2019 of $1.3 million, net of tax. Subsequently, during the fourth quarter of fiscal 2019, we fully reserved the $7.7 million note receivable due to the buyer's failure to make scheduled payments. We recognized a total loss on sale of $9.1 million, net of tax, during fiscal 2019.

During the fourth quarter of fiscal 2018, the Company sold its Spring Mobile business. The historic results of Spring Mobile are presented as discontinued operations, which primarily consist of residual wind-down costs for all periods presented. The net loss from discontinued operations for the 13 weeks ended October 31, 2020 and November 2, 2019 consisted of $0.0 million and $0.2 million in selling, general and administrative expenses, respectively. The net loss from discontinued operations for the 39 weeks ended October 31, 2020 and November 2, 2019 consisted of $1.2 million and $3.2 million in selling, general and administrative expenses, respectively and $0.3 million and $0.6 million in income tax benefit, respectively.

Adoption of New Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was further updated and clarified by the FASB through the issuance of additional related ASUs. This ASU requires financial assets measured at amortized cost to be presented at the net amount to be collected with the recognition of an allowance for credit losses expected to be incurred over an asset's lifetime based on relevant information about past events, current conditions and reasonable and supportable forecasts. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this new standard, effective February 2, 2020, using the modified-retrospective approach. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard is intended to simplify the accounting and disclosure requirements for income taxes by eliminating various exceptions in accounting for income taxes as well as clarifying and amending existing guidance to improve consistency in application of ASC 740. The provisions of ASU 2019-12 are effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact that ASU 2019-12 will have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides practical expedients for contract modifications with the transition from reference rates, such as LIBOR, that are expected to be discontinued. This guidance is applicable for the Company's revolving line of credit, which uses LIBOR as a reference rate. The provisions of ASU 2020-04 are effective as of March 12, 2020 and may be adopted prospectively through December 31, 2022. The Company is currently evaluating the impact that ASU 2020-04 will have on its consolidated financial statements.

2. COVID-19 Impacts

The near-term macroeconomic conditions continue to be adversely impacted by the emergence of a novel coronavirus, identified as COVID-19, which was declared a global pandemic by the World Health Organization in March 2020. In efforts to mitigate the continued spread of the virus, numerous governments in geographies where the Company operates have imposed quarantines, stay-at-home orders, travel restrictions and other similar measures in attempts to limit physical human interaction, referred to as social distancing. To comply with these measures, the Company temporarily closed or limited store operations across all of its operating regions at various times throughout fiscal 2020 to date.

During the first half of 2020, the Company temporarily closed stores at various times across Europe, Canada and New Zealand. In the United States, all storefronts were temporarily closed to customers, however, the Company continued to process orders by offering curbside pick-up, ship from store and e-commerce delivery options in many of its stores. These temporary store closures began in late March 2020 and by the end of fiscal June 2020, 98% of the Company's stores globally were open to the public following the implementation of the highest level of health and safety protocols recommended by the federal and local health and governmental authorities. GameStop's store locations in Australia remained opened to the public during the first half of fiscal 2020 and were not negatively impacted during this period by the COVID-19 restrictions as the Company's other segments and New Zealand. During the third quarter of fiscal 2020, the substantial majority of the Company's stores were open, with approximately 15% of the Company's stores in Australia temporarily closed for approximately four weeks due to an outbreak of COVID-19.

Additionally, starting in late October 2020, as COVID-19 cases began to escalate in regions around the world, all of the Company's stores in France and Ireland were temporarily closed as required by federal governmental authorities, while certain of our stores in Canada, Australia and Austria closed temporarily starting in early to mid-November. Although certain stores remain closed, some of the Company's stores in France, Ireland, Canada and Australia are offering curbside pick-up. The Company remains vigilant in its compliance with COVID-19 regulations across its operating regions, and as such has reverted a minor number of store operations in the United States in early November to curbside pick-up only.

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Impact on Operating Results and Asset Recoverability

While the gaming industry has not been as severely impacted as certain other consumer businesses, store closures during the stay-at-home orders have adversely impacted the Company's results of operations during the 13 and 39 weeks ended October 31, 2020. In response, the Company has taken proactive measures to align inventory purchases with demand, reduce discretionary spending and earlier in fiscal 2020 instituted temporary pay reductions to partially offset the impact of store closures.

During the 39 weeks ended October 31, 2020, the Company incurred $23.3 million to mitigate the impact of the COVID-19 pandemic including incremental wage payments to hourly associates to help offset lost wages due to store closures, enhanced cleaning measures and expanded use of personal protective equipment at its stores, shared service centers and distribution centers across all geographies where the Company operates.

The aggregation of these events caused the Company to reassess potential impairments of long-lived assets, primarily consisting of store-level property and equipment and right-of-use assets under existing operating leases. As a result of this asset impairment analysis, during the 39 weeks ended October 31, 2020 the Company recognized impairment charges of $1.6 million. In addition, during the 39 weeks ended October 31, 2020, the Company recognized impairment charges of $3.2 million for its corporate aircraft, which was partially attributable to the economic impacts associated with the COVID-19 pandemic. The corporate aircraft was sold during the second quarter of fiscal 2020 for $8.6 million, net of costs to sell. See Note 1, "General Information" for further details.

During the 39 weeks ended October 31, 2020 the Company continued to assess the likelihood of realizing the benefits of its deferred tax assets. The Company assesses the realizability of its deferred tax assets using several factors, including the weight of all available evidence, which takes into consideration cumulative book losses recognized, projections of future taxable income in certain jurisdictions and other factors. While the Company's view of the longer-term operating outlook has not been significantly impacted by COVID-19, its ability to recover these deferred tax assets depends on several factors, including the Company's short and long-term results of operations. As a result of this analysis, the Company maintains valuation allowances of approximately $187.9 million on the majority of its U.S. and foreign net deferred tax assets as of October 31, 2020. See Note 10, “Income Taxes" for further information.

The Company evaluated its accounts receivable, which are mainly comprised of bankcard receivables and vendor allowances. Given the nature of these receivables and the credit worthiness of the applicable payees, the COVID-19 pandemic did not significantly impact the estimates of allowances for doubtful accounts.

The Company also evaluated its merchandise inventories, which are carried at the lower of cost or market generally using the average cost method. The Company is required to record valuation adjustments to inventory to reflect potential obsolescence or over-valuation as a result of cost exceeding market. In valuing inventory, the Company considers quantities on hand, recent sales, potential price protections, returns to vendors and other factors. Given the nature of the Company's products and the temporary store closures between March and June 2020, the COVID-19 pandemic did not significantly impact its estimates of inventory valuation.

Liquidity and Other Impacts

As of October 31, 2020, the Company had total unrestricted cash on hand of $445.9 million and an additional $175.4 million of available borrowing capacity under its revolving credit facilities. See Note 6, "Debt," for further information. As mentioned above, the Company has taken actions to align expenses and inventory levels given the impacts of the current operating environment and has projected it will have adequate liquidity for the next 12 months and the foreseeable future to maintain normal operations. Additionally, during the second quarter of fiscal 2020, the Company completed an exchange offer for a portion of its unsecured senior notes due in March 2021 resulting in the replacement of 52% of such notes (based on aggregate principal amount) for newly issued secured senior notes due in March 2023. See Note 6, "Debt," for further details on the exchange offer and related impacts to scheduled debt maturities. See Note 11, "Subsequent Events," for information regarding the Company's notice of redemption to redeem $125.0 million of its outstanding 2021 Senior Notes.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which among other things, provides employer payroll tax credits for wages paid to employees who are unable to work during the COVID-19 pandemic and options to defer the Company's share of Social Security payroll taxes. The Company qualified for the deferral of payroll and other tax payments and, as a result, it has deferred, and continues to defer payroll taxes and other tax payments through the end of the calendar year 2020. The payment of these deferred amounts are required to be made in 2021 and 2022 calendar years. These deferrals are included in accrued liabilities and other current liabilities within the Company's unaudited condensed consolidated balance sheets. In addition, the Company's French subsidiary obtained €20.0 million of unsecured term loans in the second quarter of fiscal 2020 and another €20.0 million of unsecured term loans in the third quarter of fiscal 2020, 90% of which are guaranteed by the French government pursuant to a state guaranteed loan program instituted in connection with the COVID-19 pandemic. See Note 6, "Debt" for further information.

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the 13 and 39 weeks ended October 31, 2020, the Company received $9.7 million and $18.8 million, respectively, of COVID-19-related rent concessions comprised of rent abatements and rent deferrals. The Company applied lease modification guidance to any concession arrangement that extended the term of the lease and substantially altered future cash flows. The Company elected, as permitted by the guidance issued by the FASB during the COVID-19 pandemic, to not use lease modification accounting for all rent concessions including any rent abatements related to leases not subject to an extension of the original terms. For these leases, which represented most of the leases subject to COVID-19-related rent concessions, the Company reduced rent expense in the later of the month in which the landlord issued the rent concession or the month for which the rent concession related. For rent concessions in the form of lease payment deferrals, the liability for these rent amounts will remain on the balance sheet until paid.

The COVID-19 pandemic remains an evolving situation and its impact on the Company's business, operating results, cash flows and financial conditions will depend on the geographies impacted by the virus, the ongoing economic effect of the pandemic, the additional economic stimulus programs introduced by governments, and the timing of the post-pandemic economic recovery. Even as the Company continues to comply with all governmental health and safety requirements for its associates and customers while resuming and maintaining substantially full operations, the persistence and potential resurgence of the COVID-19 pandemic may require the Company to temporarily close stores again in future periods or introduce modified operating schedules and may impact customer behaviors, including a potential reduction in consumer discretionary spending. These developments could increase asset recovery and valuation risks. Further, the uncertainties in the global economy could impact the financial viability of the Company's suppliers, which may interrupt the Company's supply chain and require other changes to operations. In light of the foregoing, the extent and duration of the COVID-19 pandemic, and responses of governments, customers, suppliers and other third parties, may materially adversely impact the Company's business, financial condition, results of operations and cash flows.

3. Revenue

At the end of fiscal 2019, the Company revised the categories of its similar products, as presented below, to better align with management's view of the business. Prior periods have been reclassified to conform to the current period presentation. Net sales by significant product category for the periods indicated is as follows (in millions):


	13 Weeks Ended				39 Weeks Ended
	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019
Hardware and accessories (1)	$	413.4	$	546.0	$	1,368.1	$	1,757.4
Software (2)	444.4		730.6		1,247.9		2,022.0
Collectibles	146.9		161.9		351.7		492.5
Total	$	1,004.7	$	1,438.5	$	2,967.7	$	4,271.9

__________________________________________________

(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 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.

See Note 9, "Segment Information," for net sales by geographic location.

Performance Obligations

The Company has arrangements with customers where its performance obligations are satisfied over time, which primarily relate to extended warranties and its Game Informer® magazine. Revenues do not include sales tax or other taxes collected from customers. The Company expects to recognize revenue in future periods for remaining performance obligations it has associated with unredeemed gift cards, trade-in credits, reservation deposits and its PowerUp Rewards loyalty program (collectively, "unredeemed customer liabilities"), extended warranties and subscriptions to its Game Informer® magazine.

Performance obligations associated with unredeemed customer liabilities are primarily satisfied at the time customers redeem gift cards, trade-in credits, customer deposits or loyalty program points for products offered by the Company. Unredeemed customer liabilities are generally redeemed within one year of issuance. As of October 31, 2020 and November 2, 2019, the Company's unredeemed customer liabilities totaled $326.2 million and $250.5 million, respectively.

The Company offers extended warranties on certain new and pre-owned video game products with terms generally ranging from 12 to 24 months, depending on the product. Revenues for extended warranties sold are recognized on a straight-line basis over the life of the contract. As of October 31, 2020 and November 2, 2019, the Company's deferred revenue liability related to extended warranties totaled $47.7 million and $58.9 million, respectively.

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Performance obligations associated with subscriptions to Game Informer® magazine are satisfied when monthly magazines are delivered in print form or made available in digital format. The significant majority of customer subscriptions are for 12 monthly issues. As of October 31, 2020 and November 2, 2019, the Company had deferred revenue of $30.7 million and $39.2 million, respectively, associated with Game Informer® magazine.

Significant Judgments and Estimates

The Company accrues PowerUp Rewards loyalty points at the estimated retail price per point, net of estimated breakage, which can be redeemed by loyalty program members for products offered by the Company. The estimated retail price per point is based on the actual historical retail prices of product(s) purchased through the redemption of loyalty points. The Company estimates breakage of loyalty points and unredeemed gift cards based on historical redemption rates.

Contract Balances

The Company's contract liabilities primarily consist of unredeemed customer liabilities and deferred revenues associated with extended warranties and subscriptions to Game Informer® magazine. The opening balance, current period changes and ending balance of the Company's contract liabilities are as follows (in millions):



	October 31, 2020		November 2, 2019
Contract liability beginning balance	$	339.2	$	376.9

Increase to contract liabilities (1)	562.2		677.1
Decrease to contract liabilities (2)	(496.5)		(705.0)
Other adjustments (3)	(0.3)		(0.4)
Contract liability ending balance	$	404.6	$	348.6

__________________________________________________

(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 customer deposits as well as revenues recognized for Game Informer® and extended warranties. During the 39 weeks ended October 31, 2020, there were $36.6 million of gift cards redeemed that were outstanding as of February 1, 2020. During the 39 weeks ended November 2, 2019, there were $47.3 million of gift cards redeemed that were outstanding as of February 2, 2019.

(3) Primarily includes foreign currency translation adjustments.

4. Fair Value Measurements and Financial Instruments

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Applicable accounting standards require disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability reflecting the Company's assumptions about pricing by market participants.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

Assets and liabilities that are measured at fair value on a recurring basis include the Company's foreign currency contracts, Company-owned life insurance policies with a cash surrender value, and certain nonqualified deferred compensation liabilities.

The Company values its foreign currency contracts, life insurance policies with cash surrender values and certain nonqualified deferred compensation liabilities based on Level 2 inputs using quotations provided by major market news services, such as Bloomberg, and industry-standard models that consider various assumptions, including quoted forward prices, time value, volatility factors, and contractual prices for the underlying instruments, as well as other relevant economic measures, all of which are observable in active markets. When appropriate, valuations are adjusted to reflect credit considerations, generally based on available market evidence.

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company's assets and liabilities measured at fair value on a recurring basis as of October 31, 2020, November 2, 2019 and February 1, 2020, utilize Level 2 inputs and include the following (in millions):


	October 31, 2020		November 2, 2019		February 1, 2020
Assets
Foreign currency contracts(1)	$	1.3	$	1.2	$	1.4
Company-owned life insurance(2)	3.2		16.2		4.1
Total assets	$	4.5	$	17.4	$	5.5
Liabilities
Foreign currency contracts(3)	$	3.2	$	0.5	$	0.3
Nonqualified deferred compensation(3)	1.0		0.8		1.0

Total liabilities	$	4.2	$	1.3	$	1.3

__________________________________________________

(1) Recognized in prepaid expenses and other current assets in the Company's unaudited condensed consolidated balance sheets.

(2) Recognized in other non-current assets in the Company's unaudited condensed consolidated balance sheets.

(3) Recognized in accrued liabilities and other current liabilities in the Company's unaudited condensed consolidated balance sheets.

The Company uses forward exchange contracts to manage currency risk primarily related to intercompany loans and third party accounts payable denominated in non-functional currencies. These foreign currency contracts are not designated as hedges and, therefore, changes in the fair values of these derivatives are recognized in earnings, thereby offsetting the current earnings effect of the re-measurement of related balances denominated in foreign currencies. The total gross notional value of derivatives related to the Company's foreign currency contracts was $262.3 million, $147.1 million and $144.6 million as of October 31, 2020, November 2, 2019 and February 1, 2020, respectively.

Activity related to the trading of derivative instruments and the offsetting impact of related balances denominated in foreign currencies recognized in selling, general and administrative expense is as follows (in millions):


	13 Weeks Ended				39 Weeks Ended
	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019
Gains (losses) on the changes in fair value of derivative instruments	$	0.6	$	0.4	$	(4.6)	$	3.2
(Losses) gains on the re-measurement of related intercompany loans and third-party accounts payable denominated in foreign currencies	(0.5)		0.1		4.7		(2.7)
Net gains	$	0.1	$	0.5	$	0.1	$	0.5

The Company does not use derivative financial instruments for trading or speculative purposes. The Company is exposed to counterparty credit risk on all of its derivative financial instruments and cash equivalent investments. The Company manages counterparty risk according to the guidelines and controls established under comprehensive risk management and investment policies. The Company continuously monitors its counterparty credit risk and utilizes a number of different counterparties to minimize its exposure to potential defaults. The Company does not require collateral under derivative or investment agreements.

Assets that are Measured at Fair Value on a Non-recurring Basis

Assets that are measured at fair value on a non-recurring basis relate primarily to property and equipment and other intangible assets, which are remeasured when the estimated fair value is below its carrying value. For these assets, the Company does not periodically adjust carrying value to fair value; rather, when it determines that impairment has occurred, the carrying value of the asset is reduced to its fair value.

During the 39 weeks ended October 31, 2020 and November 2, 2019, the Company recognized impairment charges totaling $1.6 million and $3.6 million, respectively, associated with store-level assets, to reflect their fair values of zero. During the 39 weeks ended October 31, 2020 and November 2, 2019, the Company also recognized impairment charges of $3.2 million and $7.7 million, respectively, related to its corporate aircraft to reflect its fair value of $8.6 million and $12.8 million as of October 31, 2020 and November 2, 2019, respectively. The corporate aircraft was classified as assets held-for-sale in our unaudited condensed consolidated balance sheets as of November 2, 2019 and February 1, 2020. The company sold its corporate aircraft on June 5, 2020.

Other Fair Value Disclosures

The carrying values of the Company's cash equivalents, receivables, net, accounts payable and short-term borrowings approximate their fair values due to their short-term maturities.

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of October 31, 2020 the Company's unsecured 6.75% senior notes due in 2021 had a net carrying value of $197.9 million and a fair value of $197.9 million, and its secured 10.00% senior notes due in 2023 had a net carrying value of $216.0 million and a fair value of $216.4 million. The fair values of the Company's senior notes were determined based on observable inputs (Level 2), including quoted market prices obtained through an external pricing source which derives its price valuations from daily marketplace transactions, adjusted to reflect the spreads of benchmark bonds, credit risk and certain other variables.

5. Leases

The Company conducts the substantial majority of its business with leased real estate properties, including retail stores, warehouse facilities and office space. The Company also leases certain equipment and vehicles. These are generally leased under noncancelable agreements and include various renewal options for additional periods. These agreements generally provide for minimum, and in some cases, percentage rentals, and require the Company to pay insurance, taxes and other maintenance costs. Percentage rentals are based on sales performance in excess of specified minimums at various stores and are accounted for in the period in which the amount of percentage rentals can be accurately estimated. All of the Company's lease agreements are classified as operating leases.

Effective February 3, 2019, the Company adopted ASC 842, Leases. Under ASC 842, fixed payments associated with its operating leases are included in operating lease right-of-use ("ROU") assets and both current and noncurrent operating lease liabilities on the balance sheet. The Company determines if an arrangement is considered a lease at inception. ROU assets are recognized on the commencement date based on the present value of future minimum lease payments over the lease term, including reasonably certain renewal options. As the rate implicit in the lease is not readily determinable for most leases, the Company utilizes its incremental borrowing rate ("IBR") to determine the present value of future payments. The incremental borrowing rate represents a significant judgment that is based on an analysis of the Company's credit rating, country risk, corporate bond yields, the effect of collateralization, as well as comparison to its borrowing rates. For real estate leases, the Company does not separate the components of a contract, thus its future payments include minimum rent payments and fixed executory costs. For non-real estate leases, future payments include only fixed minimum rent payments. The Company records the amortization of ROU assets and the accretion of lease liabilities as a single lease cost on a straight-line basis over the lease term, which includes option terms the Company is reasonably certain to exercise. The Company recognizes cash or lease incentives as a reduction to the ROU asset. ROU assets are assessed for impairment in accordance with the Company's long-lived asset impairment policy, which is performed periodically or when events or changes in circumstances indicate that the carrying amount may not be recoverable.

In July of 2020, the Company sold, in separate unrelated transactions, to unaffiliated third parties: i) its corporate headquarters and ancillary office space in Grapevine, Texas for $28.5 million, net of costs to sell and ii) a nearby refurbishment center for $15.2 million, net of costs to sell. The net proceeds from the sale of these assets will be used for general corporate purposes. As a result of these transactions, a gain on sale of assets of $11.3 million was recognized, which is included in the Company's unaudited condensed consolidated statement of operations in gain on sale of assets for the 39 weeks ended October 31, 2020.

In connection with each of the sales, the Company leased-back from the applicable purchasers its corporate headquarters for an initial term of ten years, and the ancillary office space and refurbishment center for two years. The leaseback agreement for the corporate headquarters contains three renewal periods of five years each; the Company recognized only the initial term of the lease as part of its right-of-use asset and lease liability for the corporate headquarters. The other facilities do not contain a renewal option. The annual rent for the corporate headquarters will start at $1.7 million, plus taxes, utilities, management fees and other operating and maintenance expenses and will increase by 2.25% per year. The annual rent for the other facilities will be $1.3 million with no rent escalation, plus taxes, utilities, management fees and other operating and maintenance expenses. These leaseback agreements are accounted for as operating leases.

With respect to the leaseback of the corporate headquarters, the Company agreed to provide a letter of credit to the buyer-lessor within 18 months from the closing date to secure the Company's lease obligation. Given that the purchase price of the corporate headquarters was reduced by $2.8 million to account for the deferred issuance of this letter of credit, as of October 31, 2020 the Company recognized a contract asset for the same amount within “prepaid expenses and other current assets” representing the variable consideration on the purchase price. Upon delivering the letter of credit, the Company will be entitled to a rent credit of an equivalent amount. This variable consideration is included in the total gain on sale of assets recognized during the second quarter of 2020.

In August 2020, the Company sold its Australian headquarters in Eagle Farm, Queensland to an unrelated party for approximately $27.0 million, net of costs to sell, and immediately leased back the facility for a term of ten years on market rate terms at an average annual base rent of $1.7 million, plus taxes, utilities, management fees and other operating and maintenance expenses. Additionally, in September 2020, the Company sold its Canadian headquarters in Brampton, Ontario for approximately $16.7 million, net of costs to sell, and leased back the facility for a term of five years on market rate terms at an average annual base rent of $0.9 million, plus taxes, utilities, management fees and other operating and maintenance expenses. The Company recognized only the initial term of the lease as part of its right-of-use asset and lease liability for both the Australian and Canadian headquarters. The net proceeds from the sale of these assets will be used for general corporate

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

purposes. As a result of these transactions, a gain on sale of assets of $21.1 million was recognized, which is included in the Company's unaudited condensed consolidated statement of operations in gain on sale of assets for the 13 and 39 weeks ended October 31, 2020.

Rent expense under operating leases was as follows (in millions):


	13 Weeks Ended				39 Weeks Ended
	October 31, 2020		November 2, 2019		October 31, 2020		November 2, 2019
Operating lease cost	$	73.4	$	86.6	$	233.7	$	257.8
Variable lease cost (1)	20.2		23.1		60.3		72.2
Total rent expense	$	93.6	$	109.7	$	294.0	$	330.0

_____________________________________________

(1) Variable lease cost primarily includes percentage rentals and variable executory costs.

During the 39 weeks ended October 31, 2020 and November 2, 2019, the Company had cash outflows of $193.7 million and $223.0 million, respectively, associated with operating leases. Refer to Note 2, "COVID-19 Impacts" as it pertains to impacts of rent obligations due to COVID-19. The Company recognized $82.2 million and $147.3 million during the 39 weeks ended October 31, 2020 and November 2, 2019, respectively, of ROU assets that were obtained in exchange for operating lease obligations. During the 39 weeks ended October 31, 2020, $0.6 million of store-level ROU asset impairment charges were recognized. The Company did not record any impairment charges related to ROU assets during the 13 weeks ended October 31, 2020 or the 13 and 39 weeks ended November 2, 2019.

The weighted-average remaining lease term, which includes reasonably certain renewal options, and the weighted-average discount rate for operating leases included in the measurement of the Company's lease liabilities, as of October 31, 2020, November 2, 2019, and February 1, 2020, were as follows:


	October 31, 2020		November 2, 2019		February 1, 2020
Weighted-average remaining lease term (years)(1)	4.5		4.5		4.7
Weighted-average discount rate	5.1	%	4.4	%	4.1	%

_____________________________________________

(1) The weighted-average remaining lease term is weighted based on the lease liability balance for each lease as of October 31, 2020, November 2, 2019 and February 1, 2020. This weighted average calculation differs from the Company's 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.

Expected lease payments associated with the Company's operating lease liabilities, excluding percentage rentals, as of October 31, 2020, are as follows (in millions):


Period	Operating Leases (1)
Remainder of Fiscal Year 2020, as of October 31, 2020	$	71.8
Fiscal Year 2021	217.2
Fiscal Year 2022	150.4
Fiscal Year 2023	103.3
Fiscal Year 2024	73.2
Thereafter	126.6
Total remaining lease payments	742.5
Less: Interest	(72.9)
Present value of lease liabilities (2)	$	669.6

_______________________________________________________________

(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 $212.9 million classified as current portion of operating lease liabilities and $456.7 million classified as long-term operating lease liabilities.

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6. Debt

The carrying value of the Company's debt is comprised as follows (in millions):


	October 31, 2020		November 2, 2019		February 1, 2020
Revolving credit facility expiring November 2022	$	25.0	$	—	$	—
French term loans due June 2021(1)	23.3		—		—
French term loans due October 2021(1)	23.3		—		—
2021 Senior Notes principal amount	198.2		421.4		421.4
2023 Senior Notes principal amount	216.4		—		—
Less: Senior Notes unamortized debt financing costs	(0.7)		(2.0)		(1.6)
Total debt, net(2)	$	485.5	$	419.4	$	419.8
Less: short-term debt and current portion of long-term debt(3)	(269.5)		—		—
Long-term debt, net	$	216.0	$	419.4	$	419.8

_______________________________________________________________

(1) These term loans may be extended, subject to specified conditions, for up to five additional years at Micromania SAS's request.

(2) During the second quarter of fiscal 2020, the Company's wholly-owned subsidiary, Micromania SAS, obtained an unsecured credit facility. No amounts have been drawn under this facility through October 31, 2020, and this facility expires in January 2021.

(3) Includes advances under the revolving credit facility expiring November 2022, the French term loans due June 2021 and October 2021, and the 2021 Senior Notes, net of the associated unamortized debt financing costs. See Note 11, "Subsequent Events" for details regarding the scheduled redemption of a portion of our 2021 Senior Notes.

Senior Notes

2023 Senior Notes. In July 2020, the Company issued approximately $216.4 million aggregate principal amount of 10.00% senior notes due March 15, 2023 (the "2023 Senior Notes") in exchange for an equal aggregate principal amount of its 6.75% senior notes due March 15, 2021 (the "2021 Senior Notes"). Interest is payable on the 2023 Senior Notes semi-annually in arrears on March 15 and September 15 of each year.

The Company incurred approximately $7.4 million in fees and expenses in connection with the exchange, consisting primarily of bank and legal fees, which are included in selling, general and administrative expenses in the Company's condensed consolidated statements of operations for the 39 weeks ended October 31, 2020.

The Company's obligations under the 2023 Senior Notes are fully and unconditionally guaranteed on a senior secured basis by most of its domestic subsidiaries. The 2023 Senior Notes and the related guarantees are secured by first-priority liens on most of the Company's and the guarantors’ assets, other than Excluded Property and ABL Priority Collateral (each as defined in the indenture governing the 2023 Senior Notes), and by second-priority liens on the ABL Priority Collateral (which generally includes most of the Company's and the guarantors’ credit card receivables, accounts receivable, payment intangibles, inventory, pledged deposit accounts and related assets), in each case, subject to certain exceptions and permitted liens.

The indenture governing the 2023 Senior Notes contains restrictions on the ability of the Company and its restricted subsidiaries to incur, assume or permit to exist additional indebtedness or guaranty obligations; declare or pay dividends or redeem or repurchase capital stock; prepay, redeem or purchase certain subordinated indebtedness; issue certain preferred stock or similar equity securities; make loans and certain investments; sell assets; incur liens; engage in transactions with affiliates; enter into agreements restricting the ability of subsidiaries to pay dividends; and engage in mergers, acquisitions and other business combinations. The 2023 Senior Notes indenture also contains certain affirmative covenants and events of default.

The 2023 Senior Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.

2021 Senior Notes. In March 2016, the Company issued $475.0 million of 2021 Senior Notes. Interest is payable on the 2021 Senior Notes semi-annually in arrears on March 15 and September 15 of each year. The Company incurred approximately $8.1 million in fees and expenses in connection with the issuance of the 2021 Senior Notes, which were capitalized during the first quarter of fiscal 2016 and are being amortized as interest expense over the term of the 2021 Senior Notes. In connection with the exchange transaction discussed above, approximately $0.5 million of these fees and expenses are now being amortized as interest expense over the term of the 2023 Notes. The 2021 Senior Notes have not been registered under the Securities Act or the securities laws of any state. The 2021 Senior Notes were offered in the United States to "qualified institutional buyers" pursuant to the exemption from registration under Rule 144A of the Securities Act and in exempted offshore transactions pursuant to Regulation S under the Securities Act.

Table of Contents

GAMESTOP CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the 39 weeks ended November 2, 2019, the Company repurchased $53.6 million of its 2021 Senior Notes in open market transactions at prices ranging from 99.6% to 101.5% of face value.

During the 39 weeks ended October 31, 2020, the Company repurchased $6.8 million of 2021 Senior Notes in open market transactions at prices ranging from 71.5% to 79.1% of face value, of which $0.5 million were extinguished as of May 2, 2020, with the remaining $6.3 million extinguished as of May 21, 2020. In connection with the exchange transaction described above, $216.4 million aggregate principal amount of the 2021 Senior Notes were exchanged for an equal aggregate principal amount of 2023 Senior Notes, and all interest that had accrued on the 2021 Senior Notes that were exchanged was paid through July 6, 2020. Upon consummation of the exchange transaction and as of October 31, 2020, $198.2 million aggregate principal amount of 2021 Senior Notes remained outstanding.

In connection with the exchange transaction, the Company entered into the Fifth Supplemental Indenture governing the 2021 Senior Notes. The Fifth Supplemental Indenture, which became effective on July 6, 2020, deleted certain restrictions in the original indenture relating to asset sales, liens, investments, stock repurchases, debt incurrence, debt repurchases and dividends.

Furthermore, the Fifth Supplemental Indenture eliminated certain events of default related to failures to pay, or acceleration of, debt (other than the 2021 Senior Notes), breaches of certain covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization.

On November 10, 2020, the Company issued a notice to redeem, on December 11, 2020, $125.0 million in aggregate principal amount of 2021 Senior Notes. See Note 11, "Subsequent Events," for further details.

Revolving Credit Facility

The Company maintains an asset-based revolving credit facility (the “Revolver”) with a borrowing base capacity of $420 million and a maturity date of November 2022. The Revolver also includes a $200 million expansion feature and $