<SUBMISSION>
<ACCESSION-NUMBER>0000912057-01-543570
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20011103
<FILING-DATE>20011217
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ELECTRONICS BOUTIQUE HOLDINGS CORP
<CIK>0001057746
<ASSIGNED-SIC>5734
<IRS-NUMBER>510379406
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0131
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-24603
<FILM-NUMBER>1815505
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>103 FOULK ROAD
<STREET2>STE 202
<CITY>WILMINGTON
<STATE>DE
<ZIP>19803
<PHONE>3027784778
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>931 MATLACK ST
<CITY>WEST CHESTER
<STATE>PA
<ZIP>19382
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a2066141z10-q.txt
<DESCRIPTION>10-Q
<TEXT>
<Page>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


(MARK ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 3, 2001

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO__________


                        COMMISSION FILE NUMBER: 000-24603


                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
                      ------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 DELAWARE                       51-0379406
        ---------------------------------------------------------------
        (STATE OF INCORPORATION)   (IRS EMPLOYER IDENTIFICATION NUMBER)


              931 SOUTH MATLACK STREET
              WEST CHESTER, PENNSYLVANIA                   19382
              ----------------------------------------------------
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)  (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 610/430-8100



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 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  [X]          NO  [  ]


AT DECEMBER 12, 2001, THERE WERE 25,762,763 SHARES OF COMMON STOCK, $.01 PAR
VALUE PER SHARE, OUTSTANDING.


<Page>


                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
                       -----------------------------------
                                AND SUBSIDIARIES
                                ----------------

                                      INDEX
                                      -----



                                                                            PAGE
                                                                            ----

Part I.  Financial Information

         Item 1. Financial Statements
                  Consolidated Balance Sheets at
                   November 3, 2001 (unaudited) and February 3, 2001          3

                  Consolidated Statements of Income (unaudited)
                   Thirteen and thirty-nine weeks ended
                   November 3, 2001 and October 28, 2000                      4

                  Consolidated Statements of Cash Flows (unaudited)
                   Thirty-nine weeks ended
                   November 3, 2001 and October 28, 2000                      5

                  Notes to Consolidated Financial Statements (unaudited)      6

         Item 2. Management's Discussion and Analysis of
                    Financial Condition and Results of Operations             9


Part II. Other Information

         Item 1.  Legal Proceedings                                          13

         Item 6.  Exhibits and Reports on Form 8-K                           14

Signatures                                                                   14


                                        2
<Page>




                           ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
                                        CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>

                                                                                             NOVEMBER 3,       FEBRUARY 3,
ASSETS                                                                                           2001              2001
                                                                                           --------------    --------------
                                                                                             (unaudited)
<S>                                                                                      <C>               <C>
Current assets:
     Cash and cash equivalents                                                           $    66,857,251   $    45,111,445
     Accounts receivable:
         Trade and vendors                                                                    13,408,896         7,905,650
         Other                                                                                   259,947           257,176
     Merchandise inventories                                                                 195,059,695       100,185,374
     Deferred tax asset                                                                        4,465,191         4,460,780
     Prepaid expenses                                                                          7,860,957         5,069,802
                                                                                           --------------    --------------
Total current assets                                                                         287,911,937       162,990,227
                                                                                           --------------    --------------

Property and equipment:
     Building & leasehold improvements                                                        85,768,662        76,709,776
     Fixtures and equipment                                                                   70,318,718        59,916,886
     Land                                                                                      5,278,348         5,418,727
     Construction in progress                                                                  4,656,927         4,752,103
                                                                                           --------------    --------------
                                                                                             166,022,655       146,797,492
     Less accumulated depreciation and amortization                                           67,814,713        55,629,616
                                                                                           --------------    --------------
Net property and equipment                                                                    98,207,942        91,167,876

Goodwill and other intangible assets, net of accumulated amortization of
     $1,411,964 and $1,242,890 as of November 3, 2001 and February 3, 2001, respectively       3,861,267         1,243,465
Deferred tax asset                                                                             8,628,851         8,676,258
Other assets                                                                                   4,313,599         3,160,714
                                                                                           --------------    --------------
Total assets                                                                             $   402,923,596   $   267,238,540
                                                                                           ==============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                                    $   157,615,617   $   102,381,151
     Accrued expenses                                                                         34,696,669        23,984,891
     Income taxes payable                                                                              -         6,491,397
                                                                                           --------------    --------------
Total current liabilities                                                                    192,312,286       132,857,439

Long-term liabilities:
     Deferred rent and other long-term liabilities                                             3,501,597         3,161,205

                                                                                           --------------    --------------
Total liabilities                                                                            195,813,883       136,018,644
                                                                                           --------------    --------------

Stockholders' equity
     Preferred stock - authorized 25,000,000 shares; $.01 par value;
          no shares issued and outstanding at November 3, 2001 and February 3, 2001                    -                 -
     Common stock - authorized 100,000,000 shares; $.01 par value;
         25,402,369 and 22,304,722 shares issued and outstanding
         at November 3, 2001 and February 3, 2001, respectively                                  254,024           223,047
     Additional paid-in capital                                                              153,954,139        77,060,816
     Accumulated other comprehensive loss                                                     (2,556,644)       (1,551,809)
     Retained earnings                                                                        55,458,194        55,487,842
                                                                                           --------------    --------------

Total stockholders' equity                                                                   207,109,713       131,219,896
                                                                                           --------------    --------------

Total liabilities and stockholders' equity                                               $   402,923,596   $   267,238,540
                                                                                           ==============    ==============
</Table>


                                       3
<Page>


                            ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF INCOME
                                                  (UNAUDITED)

<Table>
<Caption>
                                                            THIRTEEN WEEKS ENDED            THIRTY-NINE WEEKS ENDED
                                                      -------------------------------   --------------------------------
                                                       NOVEMBER 3,      OCTOBER 28,      NOVEMBER 3,      OCTOBER 28,
                                                          2001             2000             2001              2000
                                                      --------------   --------------   --------------   ---------------
<S>                                                 <C>              <C>              <C>              <C>

Net sales                                           $   168,191,813  $   158,400,203  $   521,601,155  $    434,338,138
Management fees                                           1,089,808          765,460        2,970,251         2,434,880
                                                      --------------   --------------   --------------   ---------------
Total revenues                                          169,281,621      159,165,663      524,571,406       436,773,018
                                                      --------------   --------------   --------------   ---------------

Costs and expenses:
     Costs of merchandise sold, including freight       122,520,023      122,229,823      390,137,752       329,587,966
     Selling, general and administrative                 37,443,922       30,902,421      121,341,691        96,527,925
     Depreciation and amortization                        5,028,447        4,083,821       14,349,374        11,402,865
                                                      --------------   --------------   --------------   ---------------

Operating income (loss)                                   4,289,229        1,949,598       (1,257,411)         (745,738)
Other income (expense)                                            -          (61,362)               -         1,550,032
Interest income, net                                       (553,635)        (421,959)      (1,208,244)       (2,164,433)
                                                      --------------   --------------   --------------   ---------------

Income (loss) before income taxes                         4,842,864        2,310,195          (49,167)        2,968,727
Income tax expense (benefit)                              1,922,617          916,223          (19,519)        1,177,397
                                                      --------------   --------------   --------------   ---------------

Net income (loss)                                   $     2,920,247  $     1,393,972  $       (29,648) $      1,791,330
                                                      ==============   ==============   ==============   ===============

Net income (loss) per share - basic                 $          0.12  $          0.06  $         (0.00) $           0.08
                                                      ==============   ==============   ==============   ===============

Weighted average shares outstanding - basic              24,951,649       22,265,270       23,269,897        22,239,564
                                                      ==============   ==============   ==============   ===============

Net income (loss) per share - diluted               $          0.11  $          0.06  $         (0.00) $           0.08
                                                      ==============   ==============   ==============   ===============

Weighted average shares outstanding - diluted            25,700,460       22,621,368       23,519,500        22,422,926
                                                      ==============   ==============   ==============   ===============
</Table>


                                       4
<Page>


                            ELECTRONICS BOUTIQUE HOLDINGS CORP. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)

<Table>
<Caption>

                                                                                  THIRTY-NINE WEEKS ENDED
                                                                          ----------------------------------
                                                                             NOVEMBER 3,        OCTOBER 28,
                                                                                 2001              2000
                                                                          ---------------    ---------------
<S>                                                                      <C>                <C>
Cash flows from operating activities:
     Net income (loss)                                                   $       (29,648)   $     1,791,330
     Adjustments to reconcile net income(loss) to cash used in
         operating activities:
             Depreciation of property and equipment                           14,180,300         11,097,276
             Amortization of other assets                                        169,074            305,589
             Loss on disposal of property and equipment                           96,469            239,589
             Changes in assets and liabilities:
                Decrease (increase) in:
                    Accounts receivable                                       (5,533,772)        (2,476,878)
                    Merchandise inventories                                  (94,111,104)       (70,028,963)
                    Prepaid expenses                                          (2,847,748)           675,209
                    Deferred taxes                                               (23,598)                 0
                    Other long-term assets                                    (1,276,968)          (515,026)
                (Decrease) increase in:
                    Accounts payable                                          55,362,690         40,664,512
                    Accrued expenses                                          10,334,887         (1,405,129)
                    Income taxes payable                                      (6,486,190)        (9,967,704)
                    Deferred rent                                                366,446            390,219
                                                                          ---------------    ---------------
Net cash used in operating activities                                        (29,799,162)       (29,229,976)
                                                                          ---------------    ---------------
Cash flows used in investing activities:
     Purchases of property and equipment                                     (21,685,229)       (33,813,070)
     Proceeds from disposition of assets                                          92,636             16,571
     Assets acquired, net of cash                                             (3,868,580)                 0
                                                                          ---------------    ---------------
Net cash used in investing activities                                        (25,461,173)       (33,796,499)
                                                                          ---------------    ---------------
Cash flows from financing activities:
     Proceeds from exercise of stock options                                   8,398,819                  0
     Repayments of long-term debt                                                      -             (8,353)
     Proceeds from issuance of common stock                                   68,525,482            978,527
                                                                          ---------------    ---------------
Net cash provided by financing activities                                     76,924,301            970,174
                                                                          ---------------    ---------------

Effects of exchange rates on cash                                                 81,840           (718,387)

Net increase (decrease) in cash and cash equivalents                          21,745,806        (62,774,688)
Cash and cash equivalents, beginning of period                                45,111,445         88,356,091
                                                                          ---------------    ---------------
Cash and cash equivalents, end of period                                 $    66,857,251   $     25,581,403
                                                                          ===============    ===============

Supplemental disclosures of cash flow information:

Taxes paid                                                               $     6,738,245   $     12,878,442
Interest paid                                                                      1,517              3,387
</Table>


                                       5
<Page>


                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)      BASIS OF PRESENTATION

    The consolidated financial statements include the accounts of Electronics
Boutique Holdings Corp. and its wholly owned subsidiaries ("Electronics
Boutique"). All intercompany transactions have been eliminated in consolidation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.

    The accompanying unaudited consolidated financial statements of Electronics
Boutique have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. These financial statements should
be read in conjunction with the more complete disclosures contained in the
consolidated financial statements and notes thereto for the fiscal year ended
February 3, 2001 contained in Electronics Boutique's Form 10-K filed with the
Securities and Exchange Commission. Operating results for the thirteen and
thirty-nine week period ended November 3, 2001 are not necessarily indicative of
the results that may be expected for the fiscal year ending February 2, 2002.

(2)      NET INCOME PER SHARE

     Basic net income per share is computed on the basis of the weighted average
number of shares outstanding during the period. Diluted net income per share is
computed on the basis of the weighted average number of shares outstanding
during the period plus the dilutive effect of stock options.

(3)      INCOME TAXES

    Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

(4)      DEBT

    Electronics Boutique has available a revolving credit facility with Fleet
Capital Corporation for maximum borrowings of $50.0 million. As of November 3,
2001, there were no outstanding borrowings on this facility.

(5)      COMPREHENSIVE INCOME

    Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" requires that all items recognized under accounting
standards as components of comprehensive income be reported in an annual
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income is computed as follows:

<Table>
<Caption>
                                                  Thirteen weeks ended            Thirty-nine weeks ended
                                              -----------------------------   -------------------------------
                                              November 3,     October 28,     November 3,      October 28,
                                                 2001             2000            2001             2000
                                              ------------    -------------   -------------   ---------------
<S>                                         <C>             <C>             <C>              <C>
Net income (loss)                           $   2,920,247   $    1,393,972  $      (29,648)  $     1,791,330
Foreign currency translation adjustment          (278,957)      (1,065,697)     (1,004,835)       (1,964,565)
                                              ------------    -------------   -------------   ---------------
Comprehensive income (loss)                 $   2,641,290   $      328,275  $   (1,034,483)  $      (173,235)
                                              ============    =============   =============   ===============
</Table>


                                       6
<Page>


 (6)  FOREIGN CURRENCY

     Electronics Boutique is subject to foreign currency risk as it operates in
a number of countries outside the United States. Electronics Boutique
occasionally enters into derivative contracts to manage its exposure against
foreign currency fluctuations on intercompany loans, accounts payable, and
equity investments. These contracts are used to mitigate the foreign currency
risk. Electronics Boutique does not purchase speculative derivatives.

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133, as amended, establishes
accounting and reporting standards for derivative instruments and for hedging
activities. It requires an entity to recognize all derivatives as either assets
or liabilities on the balance sheet at fair value. Electronics Boutique adopted
this standard in the first quarter of fiscal year 2002. Adoption of this
standard did not materially impact Electronics Boutique's results of operations
or financial condition.

      As of November 3, 2001, Electronics Boutique had a total of eleven forward
contracts and two cross-currency swap contracts. The notional amount of the
forward contracts is $16,462,000, and the cross-currency swaps notional amount
is $3,000,000. The total fair market value of all contracts is approximately
$269,000. These contracts were purchased as fair value hedges of intercompany
loans and equity investments. Electronics Boutique recorded an immaterial amount
of net loss related to hedge ineffectiveness in the quarter. The net loss is
recorded in selling, general, and administrative expense. Seven contracts for
$13,412,000 expire in December 2001 and the remaining contracts for $6,050,000
expire in 2003 and 2004.



(7)   ACQUISITIONS

      During the second quarter, Electronics Boutique expanded into Europe via
the acquisition of the assets of eight retail stores and an internet site in
Denmark and Norway for approximately $1.9 million.

     Additionally, Electronics Boutique acquired 70% of the capital stock of an
Italian company, consisting of 10 retail stores and a distribution facility, for
approximately $1.5 million. In conjunction with this acquisition Electronics
Boutique acquired an option to purchase the remaining 30% of the capital stock
of the Italian company.

     These acquisitions were accounted for using the purchase method of
accounting and resulted in goodwill of $2.4 million. The results of operation of
the acquisitions are included in the results of operation since the acquisition
dates but were not significant to Electronics Boutique.

     During the third quarter, Electronics Boutique expanded its European
operations by acquiring 90% of the capital stock of a German company, which then
acquired assets consisting of three retail stores, a publishing business, a mail
order operation and an internet site for approximately $468,000.

     This acquisition was accounted for using the purchase method of accounting
and resulted in goodwill of $170,000. The result of operations of the
acquisition is included in the results of operations since the acquisition date
but was not significant to Electronics Boutique.



(8)  PUBLIC OFFERING

      On August 14, 2001, Electronics Boutique completed an offering of
4,600,000 shares of common stock. Of the 4,600,000 shares sold, 2,500,000 shares
were sold by Electronics Boutique and 2,100,000 shares were sold by EB Nevada
Inc., a selling stockholder. The transaction resulted in net proceeds (after
offering expenses) to Electronics Boutique of approximately $68.2 million.


                                       7
<Page>


(9)      SUBSEQUENT EVENTS

     On November 15, 2001, Electronics Boutique acquired all the outstanding
shares of Tradition Svenska AB, a privately held video and hobby games retailer
with 11 stores located in several cities in Sweden, in a cash transaction. In
addition to its retail outlets, the company operates an e-commerce operation
through two Websites, WWW.TRADITION.SE and www.tradition.nu.






                                       8
<Page>


ITEM 2.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

    Electronics Boutique believes that it is among the world's largest specialty
retailers of electronic games. Our primary products are video games and PC
entertainment software, supported by the sale of video game hardware, PC
productivity software and accessories. As of November 3, 2001, we operated a
total of 878 stores in 46 states, Puerto Rico, Canada, Australia, New Zealand,
Denmark, Norway, Italy, Germany and South Korea, primarily under the names
Electronics Boutique and EB GameWorld. In addition, we operated a commercial
website under the URL address of WWW.EBGAMES.COM. As of such date, we also
provided management services for Electronics Boutique plc., which operated over
400 stores in the United Kingdom, Ireland, Sweden, Spain and France. We are a
holding company and do not have any significant assets or liabilities, other
than all of the outstanding capital stock of our subsidiaries.

RESULTS OF OPERATIONS

    The following table sets forth certain income statement items as a
percentage of total revenues for the periods indicated:

<Table>
<Caption>

                                                        THIRTEEN WEEKS ENDED           THIRTY-NINE WEEKS ENDED
                                                     ---------------------------     ---------------------------
                                                     November 3,     October 28,     November 3,     October 28,
                                                        2001            2000            2001            2000
                                                     -----------     -----------     -----------     -----------
<S>                                                  <C>             <C>             <C>             <C>
Net sales                                                 99.4%           99.5%           99.4%           99.4%
Management fees                                            0.6             0.5             0.6             0.6
                                                     -----------     -----------     -----------     -----------
Total revenues                                           100.0           100.0           100.0           100.0
Cost of goods sold                                        72.4            76.8            74.4            75.5
                                                     -----------     -----------     -----------     -----------
Gross profit                                              27.6            23.2            25.6            24.5
Operating expenses                                        22.1            19.4            23.1            22.1
Depreciation and amortization                              3.0             2.6             2.7             2.6
                                                     -----------     -----------     -----------     -----------
Income (loss) from operations                              2.5             1.2            (0.2)           (0.2)
Other income                                                 -               -               -             0.4
Interest income, net                                      (0.3)           (0.3)           (0.2)           (0.5)
                                                     -----------     -----------     -----------     -----------
Income (loss) before income tax expense                    2.8             1.5            (0.0)            0.7
Income tax expense (benefit)                               1.1             0.6            (0.0)            0.3
                                                     -----------     -----------     -----------     -----------
Net income (loss)                                          1.7%            0.9%           (0.0)%           0.4%
                                                     ===========     ===========     ============    ===========
</Table>


THIRTEEN WEEKS ENDED NOVEMBER 3, 2001 COMPARED TO THIRTEEN WEEKS ENDED OCTOBER
28, 2000

             Net sales increased by 6.2% from $158.4 million in the thirteen
weeks ended October 28, 2000 to $168.2 million in the thirteen weeks ended
November 3, 2001. The increase in net sales was primarily attributable to the
additional sales volume resulting from 184 net new stores opened since October
28, 2000, offset by a 10.3% decrease in comparable store sales, which resulted
in a $16.7 million decrease in net sales. The decrease in comparable store sales
occurred primarily after the terrorist incident on September 11, 2001. After
this event, we experienced a decline in comparable mall traffic and sales of
video game hardware and related accessories compared to prior activity. Software
sales were negatively impacted due to the delayed launch of several video game
and PC titles to late in the quarter or into the fourth quarter. Sales of
PlayStation 2 console systems in the current quarter were lower than the first
three days of the system's launch in last year's period. Additionally, sales of
prior generation console systems (PlayStation one, Nintendo 64, and Dreamcast)
continued to decline as consumer demand for the next generation console systems
(PlayStation 2, Xbox, and GameCube) rapidly grows.


                                       9
<Page>


    Management fees increased by 42.4% from $765,000 in the thirteen weeks ended
October 28, 2000 to $1.1 million in the thirteen weeks ended November 3, 2001.
The increase was primarily attributable to additional fees earned from
Electronics Boutique plc., which were partially offset by the elimination of
fees earned under the consulting agreement with Borders Group, Inc.

    Cost of goods sold increased by 0.2% from $122.2 million in the thirteen
weeks ended October 28, 2000 to $122.5 million in the thirteen weeks ended
November 3, 2001. As a percentage of net sales, cost of goods sold decreased
from 77.2% in the thirteen weeks ended October 28, 2000 to 72.8% in the thirteen
weeks ended November 3, 2001. The decrease in cost of goods sold as a percentage
of net sales was primarily due to increased sales of higher margin video game
software and pre-owned products, improved margins on PC game software, lower
sales of video game hardware, and reduced freight costs.

    Selling, general and administrative expense increased by 21.2% from $30.9
million in the thirteen weeks ended October 28, 2000 to $37.4 million in the
thirteen weeks ended November 3, 2001. As a percentage of total revenues,
selling, general and administrative expense increased from 19.4% in the thirteen
weeks ended October 28, 2000 to 22.1% in the thirteen weeks ended November 3,
2001. The $6.5 million increase was primarily attributable to the increase in
Electronics Boutique's domestic and international store base and the associated
increases in store, distribution, and headquarter operating expenses. The
increase in selling, general and administrative expense as a percentage of total
revenues was primarily attributable to the 10.3% decrease in comparable store
sales.

    Depreciation and amortization expense increased by 23.1% from $4.1 million
in the thirteen weeks ended October 28, 2000 to $5.0 million in the thirteen
weeks ended November 3, 2001. This increase was primarily attributable to
capitalized expenditures for leasehold improvements and furniture and fixtures
for new store openings and remodeling of existing stores, new distribution
centers, and software expense.

    Operating income increased by 120.0% from $1.9 million in the thirteen weeks
ended October 28, 2000 to $4.3 million in the thirteen weeks ended November 3,
2001. As a percentage of total revenues operating income increased from 1.2% in
the thirteen weeks ended October 28, 2000 to 2.5% in the thirteen weeks ended
November 3, 2001. This increase was a result of the decreases in cost of goods
sold, partially offset by the increased operating, depreciation and amortization
expense as a percentage of total revenues.

    Other expense included non-recurring expense of $61,000 for the thirteen
weeks ended October 28, 2000. This represented additional expenses related to
the proposed merger with Funco, Inc.

    Interest income, net, increased from $422,000 in the thirteen weeks ended
October 28, 2000 to $554,000 in the thirteen weeks ended November 3, 2001. The
increase was attributable to higher cash balances primarily due to our secondary
offering completed in August 2001, offset by declining interest rates on
short-term investments.

    As a result of all the above factors, Electronics Boutique's income before
income taxes increased $2.5 million from $2.3 million in the thirteen weeks
ended October 28, 2000 to $4.8 million in the thirteen weeks ended November 3,
2001.

    Income tax expense increased from $0.9 million in the thirteen weeks ended
October 28, 2000 to $1.9 million in the thirteen weeks ended November 3, 2001.
As a percentage of pre-tax income, income tax expense remained constant at
39.7%.

THIRTY-NINE WEEKS ENDED NOVEMBER 3, 2001 COMPARED TO THIRTY-NINE WEEKS ENDED
OCTOBER 28, 2000

    Net sales increased by 20.1% from $434.3 million in the thirty-nine weeks
ended October 28, 2000 to $521.6 million in the thirty-nine weeks ended November
3, 2001. The increase in net sales was primarily attributable to an 8.0%
increase in comparable store sales, which resulted in a $33.9 million increase
in net sales, and the additional sales volume resulting from 184 net new stores
opened since October 28, 2000. Comparable store sales were positively impacted
in the thirty-nine week period by strong sales of PlayStation 2 hardware,
software and accessories and the introduction of Game Boy Advance system in June
2001, partially offset by reductions in sales of Dreamcast, PlayStation one and
Nintendo 64 software compared to a year ago.


                                       10
<Page>


    Management fees increased by 22.0% from $2.4 million in the thirty-nine
weeks ended October 28, 2000 to $3.0 million in the thirty-nine weeks ended
November 3, 2001. The increase was primarily attributable to additional fees
earned from Electronics Boutique plc., which were partially offset by the
elimination of fees earned under the consulting agreement with Borders Group,
Inc.

    Cost of goods sold increased by 18.4% from $329.6 million in the thirty-nine
weeks ended October 28, 2000 to $390.1 million in the thirty-nine weeks ended
November 3, 2001. As a percentage of net sales, cost of goods sold decreased
from 75.9% in the thirty-nine weeks ended October 28, 2000 to 74.8% in the
thirty-nine weeks ended November 3, 2001. The decrease in cost of goods sold as
a percentage of net sales was primarily due to increased sales of higher margin
video game accessories and pre-owned products, improved margins on PC game
software and reduced freight costs, partially offset by increased sales of lower
margin video game hardware, particularly PlayStation 2 and Game Boy Advance,

    Selling, general and administrative expense increased by 25.7% from $96.5
million in the thirty-nine weeks ended October 28, 2000 to $121.3 million in the
thirty-nine weeks ended November 3, 2001. As a percentage of total revenues,
selling, general and administrative expense increased from 22.1% in the
thirty-nine weeks ended October 28, 2000 to 23.1% in the thirty-nine weeks ended
November 3, 2001. The $24.8 million increase was primarily attributable to the
increase in Electronics Boutique's domestic and international store base and the
associated increases in store, distribution, and headquarter operating expenses.

    Depreciation and amortization expense increased by 25.8% from $11.4 million
in the thirty-nine weeks ended October 28, 2000 to $14.3 million in the
thirty-nine weeks ended November 3, 2001. This increase was primarily
attributable to capitalized expenditures for leasehold improvements and
furniture and fixtures for new store openings and remodeling of existing stores,
new distribution centers and software expense.

    Operating loss increased from $0.7 million in the thirty-nine weeks ended
October 28, 2000 to $1.3 million in the thirty-nine weeks ended November 3,
2001. As a percentage of total revenues, operating loss remained constant at
0.2% in the thirty-nine weeks ended October 28, 2000 and in the thirty-nine
weeks ended November 3, 2001.

    Other income included non-recurring income of $1.6 million for the
thirty-nine weeks ended October 28, 2000. This represented the $3.5 million
termination fee paid by Funco, Inc. upon termination of a merger agreement
between the companies, less associated expenses of $1.9 million.

    Interest income, net, decreased from $2.2 million in the thirty-nine weeks
ended October 28, 2000 to $1.2 million in the thirty-nine weeks ended November
3, 2001. The decrease was attributable to lower cash balances and declining
interest rates on short-term investments.

    As a result of all the above factors, Electronics Boutique's income before
income taxes decreased by $3.0 million from income of $3.0 million in the
thirty-nine weeks ended October 28, 2000 to a loss of $49,000 in the thirty-nine
weeks ended November 3, 2001.

    Income tax expense decreased by $1.2 million from an expense of $1.2 million
in the thirty-nine weeks ended October 28, 2000 to a benefit of $20,000 in the
thirty-nine weeks ended November 3, 2001. As a percentage of pre-tax income
(loss), income tax expense (benefit) remained constant at 39.7%.

SEASONALITY AND QUARTERLY RESULTS

    Electronics Boutique's business, like that of most retailers, is highly
seasonal. A significant portion of our net sales, management fees and profits
are generated during our fourth fiscal quarter, which includes the holiday
selling season. Results for any quarter are not necessarily indicative of the
results that may be achieved for a full fiscal year. Quarterly results may
fluctuate materially depending upon, among other factors, the timing of new
product introductions and new store openings, net sales contributed by new
stores, increases or decreases in comparable store sales, adverse weather
conditions, world events, shifts in the timing of certain holidays or promotions
and changes in our merchandise mix.


                                       11
<Page>


LIQUIDITY AND CAPITAL RESOURCES

    Electronics Boutique has historically financed its operations through a
combination of cash generated from operations and bank debt. At November 3,
2001, we had no borrowings under our $50 million revolving credit facility. On
August 14, 2001, Electronics Boutique completed an offering of 4,600,000 shares
of common stock. Of the 4,600,000 shares sold, 2,500,000 shares were sold by
Electronics Boutique and 2,100,000 shares were sold by EB Nevada Inc., a selling
stockholder. The transaction resulted in net proceeds (after offering expenses)
to Electronics Boutique of approximately $68.2 million.

    Electronics Boutique used $29.8 million in cash from operations in the
thirty-nine week period ended November 3, 2001 and used $29.2 million of cash
from operations during the thirty-nine week period ended October 28, 2000. The
$29.8 million of cash used in operations in the current year period was
primarily the result of the increase in inventory and payment of income taxes
payable that were outstanding at the end of the prior fiscal year, partially
offset by an increase in accounts payable and accrued expenses. The $29.2
million of cash used in operations in last year's period was primarily the
result of the increase in inventory and payment of income taxes payable that
were outstanding at the end of the prior fiscal year, partially offset by an
increase in accounts payable.

    Electronics Boutique made capital expenditures of $21.7 million in the
thirty-nine weeks ended November 3, 2001, primarily to open new stores and
remodel existing stores, for leasehold improvements and equipment at our
distribution centers. The Company spent $3.9 million on acquisitions in the
thirty-nine weeks ended November 3, 2001. We made capital expenditures of $33.8
million in the thirty-nine weeks ended October 28, 2000, primarily for the
purchase of our corporate headquarters and distribution center in West Chester,
Pennsylvania, to open new stores and remodel existing stores, for leasehold
improvements and equipment at our distribution centers, and for the purchase of
land.

    Electronics Boutique believes that cash generated from our operating
activities, offering proceeds and available bank borrowings will be sufficient
to fund our operations and store expansion programs for the foreseeable future.

IMPACT OF INFLATION

    Electronics Boutique does not believe that inflation has had a material
effect on our net sales or results of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

    In July 2001, the FASB issued Statement No. 141, "Business Combinations",
and Statement No. 142, "Goodwill and Other Intangible Assets". Statement 141
requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Statement 141 also establishes that
intangible assets acquired in a purchase method business combination must meet
specific criteria in order to be recognized and reported apart from goodwill.
Statement 142 requires that, starting with fiscal year 2003, goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually. Statement 142 will also require
that intangible assets with estimable useful lives be amortized over their
respective estimated useful lives in proportion to the economic benefits
consumed. Electronics Boutique has not yet determined the impact of adopting
these standards.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. SFAS 144 establishes one accounting model to
be used for long-lived assets to be disposed of by sale and broadens the
presentation of discontinued operations to include more disposal transactions.
The Statement supersedes SFAS 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and
reporting provisions of APB Opinion No. 30, Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for
the disposal of a business segment. SFAS 144 is effective for fiscal years
beginning after December 15, 2001. Electronics Boutique is evaluating the impact
of SFAS 144 on its results of operations, financial position and liquidity


                                       12
<Page>


FORWARD-LOOKING STATEMENTS

    The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements. A number of matters and subject areas discussed
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations", are not limited to historical or current facts and deal with
potential future circumstances and developments. Readers are cautioned that such
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially. These risks include, but are not
limited to:

    o    trends affecting Electronics Boutique's financial condition or results
         of operations;
    o    changes in Electronics Boutique's acquisition and capital expenditure
         plans;
    o    the competitive environment in the video game systems and software
         product industries;
    o    changes in the costs of Electronics Boutique's products;
    o    economic conditions affecting the video game and PC markets;
    o    changes in demographics relating to Electronics Boutique's business;
         and
    o    Electronics Boutique's ability to attract and retain qualified
         personnel.

    Please refer to Electronics Boutique's  Pre-Effective  Amendment No. 2
Registration Statement on Form S-3 (File no. 333-65248) available on the SEC's
web site (www.sec.gov) for a more detailed discussion of these and other factors
that could cause our performance to differ materially.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    Electronics Boutique is involved from time to time in legal proceedings
arising in the ordinary course of its business. Electronics Boutique is the
defendant in a lawsuit currently pending before the Commercial Court, Queen's
Bench Division of the High Court of Justice in the United Kingdom bought by
Electronics Boutique plc. Electronics Boutique plc. claims that under a services
agreement and related trademark license agreement, it is entitled to operate a
retail web site targeted to consumers in the United Kingdom and Ireland in
connection with its retail store business in those countries. Specifically,
Electronics Boutique plc. claims that the services agreement entitles them to
use the Electronics Boutique name and logo on such a web site under the terms of
the related trademark license agreement. Electronics Boutique plc. also claims
that sales by Electronics Boutique into the United Kingdom and Ireland through
its web site violate the services agreement. The case is currently set for trial
in March 2002. In the opinion of management, no pending proceedings will have a
material adverse effect on Electronics Boutique results of operation or
financial condition.


                                       13
<Page>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a.       Reports on Form 8-K:

                  Electronics Boutique filed the following Current Reports on
                  Form 8-K during the three month period ended November 3, 2001:

                  On August 7, 2001, Electronics Boutique filed a Current Report
                  on Form 8-K dated August 6, 2001, reporting under Item 5,
                  announcing that through its Danish subsidiary, Electronics
                  Boutique Denmark Holdings ApS, it had indirectly acquired 70%
                  of the capital stock of K. EB Italy S.r.l., an Italian
                  company. K. EB Italy owns a retail video game and computer
                  software business in Italy comprised of 10 retail stores and a
                  related distribution business.





















                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              ELECTRONICS BOUTIQUE HOLDINGS CORP.
                              -----------------------------------
                              (Registrant)

Date:  December 17, 2001      By:   /s/ JEFFREY W. GRIFFITHS
                                    ------------------------
                                    Jeffrey W. Griffiths
                                    President and Chief
                                    Executive Officer
                                    (Principal Executive Officer)


Date:  December 17, 2001      By:   /s/ JAMES A. SMITH
                                    ------------------
                                    James A. Smith
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                       14

</TEXT>
</DOCUMENT>
</SUBMISSION>
