|
Delaware
(State or other jurisdiction of incorporation) |
333-70663
(Commission File Number) |
06-1529524
(IRS Employer Identification No.) |
| Exhibit Number | Description | |
|
|
||
|
99.1
|
Press Release dated January 18, 2011. |
MAJESCO ENTERTAINMENT COMPANY
Dated: January 18, 2010
/s/ Jesse Sutton
Jesse Sutton
Chief Executive Officer
| | For the twelve months ended October 31, 2010, our GAAP net loss was $1.0 million, a decrease of $6.2 million from the same period last year. | ||
| | Fiscal 2010 operating expenses declined to $20.5 million, down 30 percent from the same period in 2009. | ||
| | Shipped Crafting Mama for Nintendo DS, which is the latest brand extension of the Cooking Mama franchise that has now sold over 8 million units in North America. Crafting Mama has become another hit for the franchise, selling over 250,000 units in less than three months. | ||
| | In the fourth quarter of 2010, Majesco released Swords for Wii, Serious Sam HD: The Second Encounter for Xbox LIVE Arcade, Greg Hastings Paintball 2 for Xbox 360 and Wii, Gardening Mama for the iPhone, My Baby 3 & Friends for DS, Flips Twisted World for DS, and Crafting Mama for DS. |
| | Babysitting Mama for Wii stars the iconic Mama from the best-selling Cooking Mama franchise and features an exciting new play mechanic. This innovative simulation game is delivered to consumers with an adorable plush baby doll into which the babysitter tucks the Wii Remote in order to interact with the doll and game at the same time in 40 different activities. |
| | Zumba Fitness® for Wii, Kinect for Xbox 360, and PlayStation®Move is a one-of-a-kind exercise program that pairs Latin rhythms with red-hot international dance steps so you can have a blast as you party your way into shape. Through invigorating, high calorie-burning fitness classes, the Zumba® program has helped melt the pounds and inches off 10 million Zumba-enthusiasts in more than 110 countries. Released on November 18, 2010, Zumba Fitness has already sold over 500,000 units in less than two months. | ||
| | Cooking Mama Friends Café for Facebook Platform features the same accessible, recipe-based mini-game formula that has helped the Mama franchise exceed 8 million units sold in North America. On Facebook Platform, that mechanic is combined with new menu and customer management within an economy driven cafe. Players first buy ingredients, then chop, mix, pour, and bake with their mouse to create delectable dishes like holiday ham, fried rice and chicken parm that they can then share with friends and sell to Café customers. | ||
| | Left Brain Right Brain for iPhone, iPad and iPod Touch is based on the best-selling Nintendo DS ambidextrous brain game franchise that lets players sharpen their mental skills by training the left and right hemispheres of their brain with activities based on speed, accuracy, association, recognition, memory and strategy. |
| | Monster Tale for Nintendo DS is being developed by the key leads behind the critically acclaimed Henry Hatsworth in the Puzzling Adventure . The game mixes platform game play on the top screen with a deep pet-raising game on the Touch Screen to create a dynamic, one-of-a-kind adventure. The heroes of this intriguing tale are little Ellie and a mysterious young monster named Chomp who together set out to reclaim the Monster World from the Kid Kings and their enslaved creature pets. | ||
| | Greg Hastings Paintball 2 for PlayStation®Network is the most realistic paintball experience to date from the #1 name in the sport. The game introduces more than 10 single and multiplayer game modes, each staged in all-new paintball locations based on 62 actual fields around the world. Featuring three new event branches Tournament Speedball, Recball, and Tournament Woodsball players can build and develop their team of professional ballers to conquer the field. Support for the PlayStation®Move motion controller ensures precise targeting in online battles with up to 14 friends. | ||
| | Cake Mania Main Street for Nintendo DS is based on the best-selling Cake Mania franchise that has been downloaded more than 200 million times and sold more than 700,000 copies worldwide on DS and Wii. The game features 100 new levels of fast-paced gameplay marked by the series signature time management mechanic, but this time players must run entirely new businesses, including a burger barn, flower shop and sushi restaurant. | ||
| | Face Kart: Photo Finish for Nintendo 3DS literally puts YOU in the drivers seat of an arcade style kart racer; players take photos of their face with their Nintendo 3DS camera and use them as avatars for their custom 3D racers, billboards and power-ups. | ||
| | Pet Zombies in 3D for Nintendo 3DS lets players reanimate their very own zombies with a range of customizations and then care for (or torment!) their pets as they play with them in creepy 3D environments. | ||
| | Summer Camp Showdown for Wii is a motion-based adventure where players vie for the upper hand in sports and pranks to determine who rules the woods. |
| Quarter 1 | Quarter 2 | Quarter 3 | Quarter 4 | |||
| Babysitting Mama Wii, $49.99 | Monster Tale DS, $29.99 | Cake Mania Main Street DS | Face Kart: Photo Finish 3DS | |||
| Zumba Fitness for Kinect, Wii and Move, $49.99 Kinect, $39.99 Wii and Move | Zumba Fitness for Wii and Move (Europe) | Summer Camp Showdown Wii, $19.99 | Pet Zombies in 3D 3DS | |||
| Zumba Fitness for Kinect (Europe) | Greg Hastings Paintball 2 PSN, Price TBA | |||||
| Left Brain Right Brain iPhone | ||||||
| Cooking Mama Friends Café Facebook; freemium |
| | Expenses related to non-cash compensation | ||
| | Net proceeds from sale of certain state income tax net operating loss carryforwards | ||
| | Settlement charges related to the settlement of class action litigation | ||
| | Change in fair value of warrants | ||
| | Expenses for the California studio which was closed in the fourth quarter fiscal 2009 |
UNAUDITED SUPPLEMENTARY PRODUCT DATA
Net sales by Platform for three and twelve months
(Unaudited, in thousands)
Three Months Ended October 31,
2010
%
2009
%
8,358
35.7
%
11,562
48.4
%
13,483
57.7
%
12,000
50.2
%
1,542
6.6
%
339
1.4
%
23,383
100.0
%
23,901
100.0
%
Twelve Months Ended October 31,
2010
%
2009
%
23,633
31.2
%
50,062
53.0
%
48,879
64.6
%
40,472
42.8
%
3,136
4.2
%
3,918
4.2
%
75,648
100.0
%
94,452
100.0
%
CONSOLIDATED BALANCE SHEET DATA
(in thousands, except share data)
October 31,
2010
2009
$
8,004
$
11,839
1,015
1,172
725
1,145
8,418
6,190
5,454
3,126
4,903
3,678
921
847
29,440
27,997
520
447
69
83
$
30,029
$
28,527
$
11,375
$
9,356
230
5,557
6,053
945
543
17,877
16,182
144
626
39
38
114,824
113,484
(102,333
)
(101,361
)
(522
)
(442
)
12,008
11,719
$
30,029
$
28,527
(in thousands, except share data)
Three Months Ended
Year Ended
October 31,
October 31,
2010
2009
2010
2009
$
23,383
$
23,901
$
75,648
$
94,452
14,146
12,504
38,718
39,699
5,450
8,077
17,524
29,329
2,515
1,021
2,515
19,596
23,096
57,263
71,543
3,787
805
18,385
22,909
986
767
3,347
4,672
2,207
3,070
8,432
14,618
1,733
1,742
8,127
8,557
42
54
183
263
404
131
635
407
966
5,099
6,268
20,496
29,480
(1,312
)
(5,463
)
(2,111
)
(6,571
)
296
435
999
1,318
(70
)
(1,443
)
(482
)
415
(1,538
)
(4,455
)
(2,628
)
(8,304
)
(9
)
(1,656
)
(1,115
)
$
(1,529
)
$
(4,455
)
$
(972
)
$
(7,189
)
$
(0.04
)
$
(0.14
)
$
(0.03
)
$
(0.24
)
37,556,634
32,956,761
37,019,750
29,770,382
| Year Ended October 31, | ||||||||
| 2010 | 2009 | |||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net loss
|
$ | (972 | ) | $ | (7,189 | ) | ||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Change in fair value of warrant liability
|
(482 | ) | 415 | |||||
|
Depreciation and amortization
|
183 | 263 | ||||||
|
Provision for price protection
|
3,226 | 5,363 | ||||||
|
Amortization of capitalized software development costs and prepaid license fees
|
6,543 | 13,418 | ||||||
|
Non-cash compensation expense
|
1,342 | 1,730 | ||||||
|
Share-based litigation settlement
|
| 404 | ||||||
|
Loss on asset disposals
|
27 | | ||||||
|
Loss on impairment of software development costs and license fees
|
1,428 | 3,481 | ||||||
|
Changes in operating assets and liabilities
|
||||||||
|
Due to/from factor net
|
(3,325 | ) | (7,186 | ) | ||||
|
Accounts and other receivables
|
618 | 1,368 | ||||||
|
Inventory
|
(2,243 | ) | (412 | ) | ||||
|
Capitalized software development costs and prepaid license fees
|
(9,197 | ) | (13,741 | ) | ||||
|
Prepaid expenses
|
(2,394 | ) | (2,001 | ) | ||||
|
Accounts payable and accrued expenses
|
2,041 | (779 | ) | |||||
|
Litigation settlement
|
| (700 | ) | |||||
|
Customer billings due to distribution partner
|
(230 | ) | (1,257 | ) | ||||
|
Advances from customers
|
401 | 245 | ||||||
|
|
||||||||
|
Net cash used in operating activities
|
(3,034 | ) | (6,578 | ) | ||||
|
|
||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
|
Purchases of property and equipment
|
(283 | ) | (146 | ) | ||||
|
|
||||||||
|
Net cash used in investing activities
|
(283 | ) | (146 | ) | ||||
|
|
||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Sale of common stock, net of expenses
|
| 8,628 | ||||||
|
Inventory financing
|
(497 | ) | 4,513 | |||||
|
|
||||||||
|
Net cash (used in) provided by financing activities
|
(497 | ) | 13,141 | |||||
|
|
||||||||
|
Effect of exchange rates on cash and cash equivalents
|
(21 | ) | (83 | ) | ||||
|
|
||||||||
|
Net (decrease) increase in cash and cash equivalents
|
(3,835 | ) | 6,334 | |||||
|
Cash and cash equivalents beginning of year
|
11,839 | 5,505 | ||||||
|
|
||||||||
|
Cash and cash equivalents end of year
|
$ | 8,004 | $ | 11,839 | ||||
|
|
||||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
|
Cash paid during the year for interest
|
$ | 1,006 | $ | 1,322 | ||||
|
|
||||||||
|
Cash paid during the year for income taxes
|
$ | | $ | 1 | ||||
|
|
||||||||
|
SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES
|
||||||||
|
Issuance of common stock in payment of accounts payable
|
$ | | $ | 459 | ||||
|
|
||||||||
|
Change in fair value of warrant liability
|
$ | (482 | ) | $ | 415 | |||
|
|
||||||||
| Three Months Ended October 31, | Year Ended October 31, | |||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
|
GAAP operating loss
|
$ | (1,312 | ) | $ | (5,463 | ) | $ | (2,111 | ) | $ | (6,571 | ) | ||||
|
Settlement of litigation and related charges, net (1)
|
| | | 404 | ||||||||||||
|
Non-cash compensation (3)
|
69 | 475 | 1,395 | 1,730 | ||||||||||||
|
Severance (4)
|
| | 403 | | ||||||||||||
|
California studio (5)
|
| | | 1,404 | ||||||||||||
|
|
||||||||||||||||
|
Non-GAAP operating loss
|
$ | (1,243 | ) | $ | (4,988 | ) | $ | (313 | ) | $ | (3,033 | ) | ||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
GAAP net loss
|
$ | (1,529 | ) | $ | (4,455 | ) | $ | (972 | ) | $ | (7,189 | ) | ||||
|
Settlement of litigation and related charges, net (1)
|
| | | 404 | ||||||||||||
|
Change in fair value of warrants (2)
|
(70 | ) | (1,443 | ) | (482 | ) | 415 | |||||||||
|
Non-cash compensation (3)
|
69 | 475 | 1,395 | 1,730 | ||||||||||||
|
Severance (4)
|
| | 403 | | ||||||||||||
|
California studio (5)
|
| | | 1,404 | ||||||||||||
|
Sale of NJ state operating loss carryforwards (6)
|
| | (1,656 | ) | (1,115 | ) | ||||||||||
|
|
||||||||||||||||
|
Non-GAAP net loss
|
$ | (1,530 | ) | $ | (5,423 | ) | $ | (1,312 | ) | $ | (4,351 | ) | ||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
GAAP net loss per diluted share
|
$ | (0.04 | ) | $ | (0.14 | ) | $ | (0.03 | ) | $ | (0.24 | ) | ||||
|
Settlement of litigation and related charges, net (1)
|
| | | 0.01 | ||||||||||||
|
Change in fair value of warrants (2)
|
| (0.04 | ) | (0.01 | ) | 0.01 | ||||||||||
|
Non-cash compensation (3)
|
| 0.01 | 0.04 | 0.06 | ||||||||||||
|
Severance (4)
|
| | 0.01 | | ||||||||||||
|
California studio (5)
|
| | | 0.05 | ||||||||||||
|
Sale of NJ state operating loss carryforwards (6)
|
| | (0.04 | ) | (0.04 | ) | ||||||||||
|
|
||||||||||||||||
|
Non-GAAP net loss per diluted share
|
$ | (0.04 | ) | $ | (0.16 | ) | $ | (0.04 | ) | $ | (0.15 | ) | ||||
|
|
||||||||||||||||
|
Shares used in GAAP and Non-GAAP per diluted share amounts
|
37,556,634 | 32,956,761 | 37,019,750 | 29,770,382 | ||||||||||||
|
|
||||||||||||||||
| (1) | Represents charges to settle certain litigations pending in the United States District Court, District of New Jersey: (i) a securities class action brought on behalf of a purported class of purchasers of the Companys securities; (ii) a private securities action filed by Trinad Capital Master Fund, Ltd.; and (iii) a second action filed by Trinad purportedly on behalf of the Company. All three actions are now concluded. | |
| (2) | Represents the change in the fair value of warrants classified as a liability. The fair value of the warrants is calculated at each balance sheet date with a corresponding charge or credit to earnings for the amount of the change in fair value. | |
| (3) | Represents expenses recorded for stock compensation expense. The Company does not consider stock-based compensation charges when evaluating business performance and management does not consider stock-based compensation expense in evaluating its short and long-term operating plans. | |
| (4) | Represents one time severance costs related to a workforce reduction. During January 2010, Company management initiated a plan of restructuring to better align its workforce to its revised operating plans. As part of the plan, the Company reduced its personnel count by 16 employees, representing 17% of its workforce. | |
| (5) | Represents operating expenses related to our internal development studio in California, which were not allocated to capitalizable projects. After evaluation of the studios performance, and changes in the availability and cost of development with our third party partners, we determined that closing the studio and taking advantage of these external opportunities represented a better value for the Company. | |
| (6) | In December 2009 and November 2008, we received proceeds of approximately $1.6 million and $1.1 million, respectively, from the sale of the rights to approximately $21.2 million and $25.9 million of New Jersey state income tax operating loss carryforwards, under the Technology Business Tax Certificate Program administered by the New Jersey Economic Development Authority. Net proceeds have been recorded as an income tax benefit during each of the years ended October 31, 2010 and 2009. |