Current Report


 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 26, 2009

 

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-29230

 

51-0350842

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

622 Broadway, New York, New York

 

10012

(Address of principal executive offices)

 

(Zip Code)

 

(646) 536-2842

Registrant’s telephone number, including area code

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02                Results of Operations and Financial Condition

 

On May 26, 2009, Take-Two Interactive Software, Inc. (the “Company”) issued a press release announcing the financial results of the Company for its second fiscal quarter ended April 30, 2009.  A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated by reference herein.

 

The information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.  In addition, the information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, that is furnished pursuant to this Item 2.02 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

 

Item 9.01                Financial Statements and Exhibits

 

(d)            Exhibits:

 

99.1                          Press Release dated May 26, 2009 relating to Take-Two Interactive Software, Inc.’s financial results for its second fiscal quarter ended April 30, 2009.

 

2



 

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 hereunto duly authorized.

 

 

 

TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Registrant)

 

 

 

 

 

By:

/s/ Daniel P. Emerson

 

 

Daniel P. Emerson

 

 

Vice President, Associate General Counsel and Secretary

 

 

Date:  May 26, 2009

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

 

 

 

99.1

 

Press Release dated May 26, 2009 relating to Take-Two Interactive Software, Inc.’s financial results for its second fiscal quarter ended April 30, 2009.

 

4


Exhibit 99.1

 

 

CONTACT:

 

FOR IMMEDIATE RELEASE

 

 

 

Meg Maise (Corporate Press/Investor Relations)

 

 

Take-Two Interactive Software, Inc.

 

 

(646) 536-2932

 

 

meg.maise@take2games.com

 

 

 

Take-Two Interactive Software, Inc. Reports

Second Quarter Fiscal 2009 Financial Results

 

New York, NY — May 26, 2009 — Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today announced financial results for its second quarter ended April 30, 2009.

 

Net revenue for the second fiscal quarter was $229.7 million, compared to $539.8 million for the same quarter of fiscal 2008, which included the release of the blockbuster title Grand Theft Auto IV , which surpassed all-time records for the launch of an entertainment property. Second quarter sales were led by The Lost and Damned, the critically acclaimed first episode of downloadable content for Grand Theft Auto IV on Xbox LIVE ® , Major League Baseball 2K9 , Grand Theft Auto IV and Grand Theft Auto: Chinatown Wars for Nintendo DS™.

 

Net loss for the second quarter was $10.1 million or $0.13 per share, compared to net income of $98.2 million or $1.29 per share in the second quarter of fiscal 2008.

 

The second quarter results include $5.3 million in stock-based compensation expense ($0.07 per share) and $1.8 million in professional fees and expenses related to unusual matters ($0.02 per share). Results for the second quarter of 2008 included $12.4 million in stock-based compensation expense ($0.16 per share) and $4.7 million in professional fees and expenses related to unusual matters, as well as business reorganization costs ($0.06 per share).

 

Non-GAAP net loss was $2.9 million or $0.04 per share in the second quarter, compared to net income of $115.4 million or $1.52 per share in the second quarter of 2008, which included the launch of Grand Theft Auto IV .  (Please refer to Non-GAAP Financial Measures and reconciliation tables included later in this release for additional information and details on non-GAAP items.)

 

For the six months ended April 30, 2009, net revenues were $486.5 million, compared to $780.3 million for the same period a year ago, which included the launch of Grand Theft Auto IV .  Net loss for the first half of fiscal 2009 was $60.5 million or $0.79 per share, compared to net income of $60.2 million or $0.80 for the 2008 period. Results for the first six months of fiscal 2009 include $11.5 million in stock-based compensation expense ($0.15 per share) and $6.7 million in professional fees and expenses related to unusual matters ($0.09 per share). Results for the first six months of fiscal 2008 included $18.5 million in stock-based compensation expense ($0.25 per share) and $6.4 million in professional fees and expenses related to unusual matters, as well as business reorganization costs ($0.08 per share).

 

1



 

Non-GAAP net loss was $42.3 million or $0.55 per share in the first six months of 2009, versus net income of $85.1 million or $1.14 per share in the comparable period of 2008, which included the launch of Grand Theft Auto IV .  (Please refer to Non-GAAP Financial Measures and reconciliation information included later in this release.)

 

Business Highlights

 

Among the recent developments, Take-Two noted the following:

 

·                   Rockstar Games announced Max Payne 3, the latest in the award-winning Max Payne franchise, which is planned for a winter 2009 release.

·                   2K Games announced plans to deliver a multiplayer experience for BioShock ® 2 .

·                   Sid Meier’s Civilization IV ® : The Complete Edition for Games for Windows ® is now available in North America from 2K Games.

 

Financial Guidance

 

Take-Two is providing initial guidance for the third fiscal quarter ending July 31, 2009 and fourth fiscal quarter ending October 31, 2009, and is updating its guidance for the fiscal year ending October 31, 2009 to reflect the following changes in its release schedule:

 

·                   As announced today, Rockstar Games is planning to release Grand Theft Auto: Episodes from Liberty City , a new Xbox 360® standalone title based on the blockbuster Grand Theft Auto franchise in the fourth quarter of fiscal 2009. The product will consist of the two downloadable episodes of Grand Theft Auto IV , including the critically acclaimed episode The Lost and Damned , and the upcoming second episode, The Ballad of Gay Tony , together on a single disc exclusively for Xbox 360. Grand Theft Auto: Episodes from Liberty City will be in stores simultaneously with the release of The Ballad of Gay Tony downloadable episode on Xbox LIVE ® .  Players will not be required to have the original version of Grand Theft Auto IV in order to play Grand Theft Auto: Episodes from Liberty City , which will be available for $39.99.

·                   Mafia II and Red Dead Redemption are now scheduled for release in the first half of fiscal 2010 to allow additional development time for the titles and to maximize their full potential in terms of the quality of the player experience and market performance.

·                   Take-Two is maintaining its guidance for non-GAAP EPS for the full fiscal year 2009, while reducing its revenue expectations, primarily based on the above changes in the release schedule, continued cost cutting initiatives, and a reduction in tax expense.

 

 

 

Third quarter ending
7/31/2009

 

Fourth quarter
ending 10/31/2009

 

Fiscal year
ending 10/31/2009

 

Revenue

 

$145 to $165 million

 

$420 to $500 million

 

$1.05 to $1.15 billion

 

Non-GAAP EPS

 

$(0.55) to $(0.65)

 

$1.08 to $1.28

 

$0.00 to $0.20

 

Stock-based compensation expense per share (a)

 

$0.07

 

$0.06

 

$0.24

 

Expenses related to unusual legal matters per share

 

$0.01

 

$0.01

 

$0.11

 

 


(a) The Company’s stock-based compensation expense for the third and fourth quarters and fiscal year 2009 includes the cost of approximately 2 million stock options and 1.5 million shares previously issued to ZelnickMedia that are subject to variable accounting. Actual expense to be recorded in connection with these options and shares is dependent upon several factors, including future changes in Take-Two’s stock price.

 

2



 

Key assumptions and dependencies underlying the Company’s guidance include continued consumer acceptance of the Xbox 360® video game and entertainment system from Microsoft, PLAYSTATION®3 computer entertainment system and Wii™ home video game system from Nintendo; the ability to develop and publish products that capture market share for these current generation systems while continuing to leverage opportunities on certain prior generation platforms; as well as the timely delivery of the titles detailed in this release.

 

Release Schedule for the Balance of Fiscal 2009

 

Following are the titles planned for release in the third quarter of fiscal 2009:

 

Title

 

Platform

 

 

 

 

 

Birthday Party Bash

 

Wii

 

The BIGS™ 2

 

Multiple platforms

 

 

Following are the titles planned for release in the fourth quarter of fiscal 2009:

 

Title

 

Platform

 

 

 

 

 

Beaterator

 

TBA

 

BioShock® 2

 

TBA

 

Borderlands™

 

Xbox 360, PS3, Games for Windows

 

Grand Theft Auto: Episodes from Liberty City

 

Xbox 360

 

Grand Theft Auto: The Ballad of Gay Tony

 

Xbox LIVE® (downloadable episode)

 

NBA® 2K10

 

Multiple platforms

 

NHL® 2K10

 

Multiple platforms

 

Ringling Bros. and Barnum & Bailey® Circus

 

Wii, DS

 

 

Management Comment

 

“Take-Two again outperformed our expectations, with higher net revenue and a smaller quarterly net loss than originally anticipated.  This is largely due to the continuing dedication of our talented team to provide the strongest possible line up of interactive entertainment titles, as well as our determination to operate efficiently while investing in innovation and creativity.  Recognizing that this remains a challenging environment for our industry and the consumer marketplace generally, we are sharply focused on executing our business plan and working to enhance shareholder value,” noted Strauss Zelnick, Chairman of Take-Two.

 

Ben Feder, Chief Executive Officer of Take-Two, added, “Our guidance for fiscal year 2009 demonstrates our confidence in the Company’s strong and balanced portfolio, along with the strides we have made in enhancing the efficiency of our business.  Take-Two’s expected results for the remainder of this fiscal year reflect a high quality release schedule that is diversified by franchise, genre and platform, with the heaviest volume of releases scheduled for the fourth quarter. We are well positioned for the future, in an industry with an expanding consumer base and exciting growth opportunities, through our focus on producing a select offering of interactive entertainment titles that are among the most compelling in the market.”

 

Conference Call

 

Take-Two will host a conference call today at 4:30 pm Eastern Time to review these results and discuss other topics.  The call can be accessed by dialing (877) 407-0984 or (201) 689-8577.  A live listen-only webcast of the call will be available by visiting http://ir.take2games.com and a replay will be available following the call at the same location.

 

3



 

Non-GAAP Financial Measures

 

In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses non-GAAP measures of financial performance that exclude certain non-recurring or non-cash items.  Non-GAAP gross profit, income (loss) from operations, net income (loss) and earnings (loss) per share are measures that exclude certain non-recurring or non-cash items and should be considered in addition to results prepared in accordance with GAAP.  They are not intended to be considered in isolation from, as a substitute for, or superior to, GAAP results.  These non-GAAP financial measures may be different from similarly titled measures used by other companies.

 

The non-GAAP measures exclude the following items from the Company’s statements of operations:

 

·                   Business reorganization, restructuring and related expenses

·                   Stock-based compensation

·                   Professional fees and expenses associated with unusual legal and other matters, including the Company’s concluded process to evaluate its strategic alternatives

·                   Income tax effects of the items listed above.

 

In addition, the Company may consider whether other significant non-recurring items that arise in the future should also be excluded from the non-GAAP financial measures it uses.

 

The Company believes that these non-GAAP financial measures, when taken into consideration with the corresponding GAAP financial measures, are important in gaining an understanding of the Company’s ongoing business. These non-GAAP financial measures also provide for comparative results from period to period.  Therefore, the Company believes it is appropriate to exclude certain items as follows:

 

Business reorganization, restructuring and related expenses

 

In March 2007, the Company’s stockholders elected a new slate of members to Take-Two’s Board of Directors, who immediately removed the Company’s former President and Chief Executive Officer. Subsequently, the Company’s former Chief Financial Officer resigned.  As a result of these actions and the implementation of a business reorganization plan, the Company incurred significant costs in the fiscal years ended October 31, 2007 and October 31, 2008 to reduce headcount, relocate employees and consolidate sales and operational functions. These costs were related to severance, asset write-offs and associated professional fees.  As of October 31, 2008, the Company had substantially concluded the reorganization plan.

 

The Company does not engage in reorganization activities on a regular basis and therefore believes it is appropriate to exclude business reorganization expenses from its non-GAAP financial measures.

 

Stock-based compensation

 

The Company does not consider stock-based compensation charges when evaluating business performance and management does not contemplate stock-based compensation expense in its short and long-term operating plans.  The Company places greater emphasis on stockholder dilution than accounting charges when assessing the impact of stock-based equity awards.

 

Professional fees and expenses associated with unusual legal and other matters, including the Company’s concluded strategic review process

 

The Company incurred significant legal, consulting and investment banking expenses in the fiscal year ended October 31, 2008 related to the tender offer by Electronic Arts Inc. to acquire all of the Company’s outstanding shares, which was launched in March 2008 and expired in August 2008, and the Company’s related strategic review process which was completed in October 2008.

 

4



 

Additionally, the Company has realized significant legal and other professional fees associated with both the investigation of its historical stock option granting process and the Company’s responses to related governmental inquiries and civil lawsuits. The Company has also incurred legal expenses related to the tender offer by Electronic Arts. One of management’s primary objectives is to bring conclusion to its outstanding legal matters.  The Company continues to incur expenses for professional fees and has accrued for legal settlements that are outside its ordinary course of business. As a result, the Company has excluded such expenses from its non-GAAP financial measures.

 

EBITDA and Adjusted EBITDA

 

Earnings (loss) before interest, taxes, depreciation and amortization (“EBITDA”) is a financial measure not calculated and presented in accordance with U.S. GAAP.  Management uses EBITDA adjusted for business reorganization and related expenses (“Adjusted EBITDA”), among other measures, in evaluating the performance of the Company’s business units.  Adjusted EBITDA is also a significant component of the Company’s incentive compensation plans. Adjusted EBITDA should not be considered in isolation from, or as a substitute for, net income/(loss) prepared in accordance with GAAP.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to current year presentation.

 

About Take-Two Interactive Software

 

Headquartered in New York City, Take-Two Interactive Software, Inc. is a global developer, marketer, distributor and publisher of interactive entertainment software games for the PC, PLAYSTATION®3 and PlayStation®2 computer entertainment systems, PSP® (PlayStation®Portable) system, Xbox 360® video game and entertainment system from Microsoft, Wii™ and Nintendo DS™. The Company publishes and develops products through its wholly owned labels Rockstar Games, 2K Games, 2K Sports and 2K Play; and distributes software, hardware and accessories in North America through its Jack of All Games subsidiary. Take-Two’s common stock is publicly traded on NASDAQ under the symbol TTWO. For more corporate and product information please visit our website at www.take2games.com.

 

All trademarks and copyrights contained herein are the property of their respective holders.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained herein which are not historical facts are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for the Company’s future business and financial performance. Such forward-looking statements are based on the current beliefs of our management as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including: our dependence on key management and product development personnel, our dependence on our Grand Theft Auto products and our ability to develop other hit titles for current generation platforms, the timely release and significant market acceptance of our games, the ability to maintain acceptable pricing levels on our games, our reliance on a primary distribution service provider for a significant portion of our products, our ability to raise capital if needed, risks associated with international operations, the matters relating to the investigation by a special committee of our board of directors of the Company’s stock

 

5



 

option grants and the claims and proceedings relating thereto (including stockholder and derivative litigation, actions by governmental agencies and negative tax or other implications for the Company resulting from any accounting adjustments or other factors) and risks associated with the Company’s concluded process to evaluate its strategic alternatives including stockholder litigation arising therefrom. Other important factors and information are contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2008, in the section entitled “Risk Factors,” as updated in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2009, and the Company’s other periodic filings with the SEC, which can be accessed at www.take2games.com. All forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

# # #

 

6



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share amounts)

 

 

 

 

Three months ended April 30,

 

Six months ended April 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

229,722

 

$

539,810

 

$

486,532

 

$

780,252

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

Product costs

 

108,995

 

185,043

 

258,941

 

333,195

 

Software development costs and royalties

 

28,012

 

57,688

 

51,314

 

80,402

 

Internal royalties

 

9,659

 

52,653

 

30,131

 

58,797

 

Licenses

 

14,936

 

22,875

 

22,118

 

31,873

 

Total cost of goods sold

 

161,602

 

318,259

 

362,504

 

504,267

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

68,120

 

221,551

 

124,028

 

275,985

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

31,044

 

45,949

 

71,818

 

79,678

 

General and administrative

 

31,415

 

48,317

 

71,163

 

81,238

 

Research and development

 

14,759

 

14,828

 

35,702

 

30,638

 

Business reorganization and related

 

 

944

 

 

1,106

 

Depreciation and amortization

 

4,777

 

7,516

 

9,885

 

13,925

 

Total operating expenses

 

81,995

 

117,554

 

188,568

 

206,585

 

Income (loss) from operations

 

(13,875

)

103,997

 

(64,540

)

69,400

 

Interest and other, net

 

(1,467

)

(1,714

)

882

 

(347

)

Income (loss) before income taxes

 

(15,342

)

102,283

 

(63,658

)

69,053

 

Provision (benefit) for income taxes

 

(5,262

)

4,061

 

(3,190

)

8,828

 

Net income (loss)

 

$

(10,080

)

$

98,222

 

$

(60,468

)

$

60,225

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.13

)

$

1.31

 

$

(0.79

)

$

0.81

 

Diluted

 

$

(0.13

)

$

1.29

 

$

(0.79

)

$

0.80

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

76,587

 

75,098

 

76,341

 

74,112

 

Diluted

 

76,587

 

75,954

 

76,341

 

74,894

 

 

 

 

Three months ended April 30,

 

Six months ended April 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

OTHER INFORMATION

 

 

 

 

 

 

 

 

 

Total revenue mix

 

 

 

 

 

 

 

 

 

Publishing

 

76

%

90

%

66

%

78

%

Distribution

 

24

%

10

%

34

%

22

%

 

 

 

 

 

 

 

 

 

 

Geographic revenue mix

 

 

 

 

 

 

 

 

 

North America

 

76

%

65

%

76

%

71

%

International

 

24

%

35

%

24

%

29

%

 

 

 

 

 

 

 

 

 

 

Publishing revenue platform mix

 

 

 

 

 

 

 

 

 

Microsoft Xbox 360

 

45

%

46

%

32

%

41

%

Nintendo DS

 

14

%

1

%

11

%

1

%

Sony PLAYSTATION 3

 

11

%

36

%

13

%

31

%

Nintendo Wii

 

11

%

6

%

15

%

9

%

Sony PlayStation 2

 

7

%

6

%

8

%

10

%

Sony PSP

 

6

%

3

%

7

%

5

%

PC

 

6

%

2

%

14

%

3

%

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

 

 

 

April 30,

 

October 31,

 

 

 

2009

 

2008

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

179,616

 

$

280,277

 

Accounts receivable, net of allowances of $49,213 and $68,448 at April 30, 2009 and October 31, 2008, respectively

 

52,117

 

157,458

 

Inventory

 

74,020

 

104,235

 

Software development costs and licenses

 

149,018

 

113,436

 

Prepaid taxes and taxes receivable

 

20,881

 

23,763

 

Prepaid expenses and other

 

42,415

 

44,605

 

Total current assets

 

518,067

 

723,774

 

 

 

 

 

 

 

Fixed assets, net

 

28,860

 

32,361

 

Software development costs and licenses, net of current portion

 

45,580

 

61,991

 

Goodwill

 

227,733

 

230,809

 

Other intangibles, net

 

24,258

 

26,123

 

Other assets

 

10,681

 

8,294

 

Total assets

 

$

855,179

 

$

1,083,352

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

68,786

 

$

156,167

 

Accrued expenses and other current liabilities

 

118,795

 

153,089

 

Deferred revenue

 

25,809

 

56,163

 

Total current liabilities

 

213,390

 

365,419

 

Line of credit

 

70,000

 

70,000

 

Income taxes payable

 

16,282

 

26,399

 

Other long-term liabilities

 

1,311

 

6,416

 

Total liabilities

 

300,983

 

468,234

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $.01 par value, 150,000 shares authorized; 78,667 and 77,694 shares issued and outstanding at April 30, 2009 and October 31, 2008, respectively

 

787

 

777

 

Additional paid-in capital

 

614,862

 

603,579

 

(Accumulated deficit) retained earnings

 

(42,193

)

18,275

 

Accumulated other comprehensive loss

 

(19,260

)

(7,513

)

Total stockholders’ equity

 

554,196

 

615,118

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

855,179

 

$

1,083,352

 

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

 

 

 

Six months ended April 30,

 

 

 

2009

 

2008

 

Operating activities:

 

 

 

 

 

Net income (loss)

 

$

(60,468

)

$

60,225

 

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

 

 

 

 

 

Amortization and impairment of software development costs and licenses

 

46,800

 

64,544

 

Depreciation and amortization of long-lived assets

 

9,885

 

13,925

 

Amortization and impairment of intellectual property

 

419

 

537

 

Stock-based compensation

 

11,500

 

18,500

 

Deferred income taxes

 

(144

)

(117

)

Foreign currency transaction gain and other

 

(3,513

)

(360

)

Changes in assets and liabilities, net of effect from purchases of businesses:

 

 

 

 

 

Accounts receivable

 

105,341

 

(257,828

)

Inventory

 

30,215

 

7,510

 

Software development costs and licenses

 

(68,514

)

(74,229

)

Prepaid expenses, other current and other non-current assets

 

2,545

 

15,952

 

Deferred revenue

 

(30,354

)

3,313

 

Accounts payable, accrued expenses, income taxes payable and other liabilities

 

(136,456

)

134,304

 

Total adjustments

 

(32,276

)

(73,949

)

Net cash used for operating activities

 

(92,744

)

(13,724

)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchase of fixed assets

 

(5,567

)

(4,998

)

Purchases of businesses, net of cash acquired

 

(500

)

(4,037

)

Net cash used for investing activities

 

(6,067

)

(9,035

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Proceeds from exercise of options

 

4

 

20,489

 

Net payments on line of credit

 

 

(2,000

)

Payment of debt issuance costs

 

 

(957

)

Net cash provided by financing activities

 

4

 

17,532

 

Effects of exchange rates on cash and cash equivalents

 

(1,854

)

388

 

Net decrease in cash and cash equivalents

 

(100,661

)

(4,839

)

Cash and cash equivalents, beginning of year

 

280,277

 

77,757

 

Cash and cash equivalents, end of period

 

$

179,616

 

$

72,918

 

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share amounts)

 

 

 

 

 

Non-GAAP Reconciling Items

 

 

 

 

 

Three months

 

Professional

 

 

 

Non-GAAP three

 

 

 

ended April 30,

 

fees and

 

Stock-based

 

months ended April 30,

 

 

 

2009

 

legal matters

 

compensation

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

229,722

 

$

 

$

 

$

229,722

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

Product costs

 

108,995

 

 

 

108,995

 

Software development costs and royalties

 

28,012

 

 

(1,876

)

26,136

 

Internal royalties

 

9,659

 

 

 

9,659

 

Licenses

 

14,936

 

 

 

14,936

 

Total cost of goods sold

 

161,602

 

 

(1,876

)

159,726

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

68,120

 

 

1,876

 

69,996

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

31,044

 

 

(423

)

30,621

 

General and administrative

 

31,415

 

(1,846

)

(2,555

)

27,014

 

Research and development

 

14,759

 

 

(462

)

14,297

 

Business reorganization and related

 

 

 

 

 

Depreciation and amortization

 

4,777

 

 

 

4,777

 

Total operating expenses

 

81,995

 

(1,846

)

(3,440

)

76,709

 

Income (loss) from operations

 

(13,875

)

1,846

 

5,316

 

(6,713

)

Interest and other, net

 

(1,467

)

 

 

(1,467

)

Income (loss) before income taxes

 

(15,342

)

1,846

 

5,316

 

(8,180

)

Provision (benefit) for income taxes

 

(5,262

)

 

 

(5,262

)

Net income (loss)

 

$

(10,080

)

$

1,846

 

$

5,316

 

$

(2,918

)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:*

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.13

)

$

0.02

 

$

0.07

 

$

(0.04

)

Diluted

 

$

(0.13

)

$

0.02

 

$

0.07

 

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

76,587

 

76,587

 

76,587

 

76,587

 

Diluted

 

76,587

 

76,587

 

76,587

 

76,587

 

 

 

 

 

 

 

 

 

 

 

EBITDA:

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

(15,342

)

 

 

 

 

$

(8,180

)

Interest

 

1,427

 

 

 

 

 

1,427

 

Depreciation and amortization

 

4,777

 

 

 

 

 

4,777

 

EBITDA

 

$

(9,138

)

 

 

 

 

$

(1,976

)

Add: Business reorganization and related

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

(9,138

)

 

 

 

 

$

(1,976

)

 


*Basic and diluted earnings (loss) per share may not add due to rounding

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share amounts)

 

 

 

 

 

Non-GAAP Reconciling Items

 

 

 

 

 

Three months

 

Business

 

Professional

 

 

 

Non-GAAP three

 

 

 

ended April 30,

 

reorganization

 

fees and

 

Stock-based

 

months ended April 30,

 

 

 

2008

 

and related

 

legal matters

 

compensation

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

539,810

 

$

 

$

 

$

 

$

539,810

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

Product costs

 

185,043

 

 

 

 

185,043

 

Software development costs and royalties

 

57,688

 

 

 

(6,448

)

51,240

 

Internal royalties

 

52,653

 

 

 

 

52,653

 

Licenses

 

22,875

 

 

 

 

22,875

 

Total cost of goods sold

 

318,259

 

 

 

(6,448

)

311,811

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

221,551

 

 

 

6,448

 

227,999

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

45,949

 

 

 

(514

)

45,435

 

General and administrative

 

48,317

 

 

(3,781

)

(4,576

)

39,960

 

Research and development

 

14,828

 

 

 

(889

)

13,939

 

Business reorganization and related

 

944

 

(944

)

 

 

 

Depreciation and amortization

 

7,516

 

 

 

 

7,516

 

Total operating expenses

 

117,554

 

(944

)

(3,781

)

(5,979

)

106,850

 

Income (loss) from operations

 

103,997

 

944

 

3,781

 

12,427

 

121,149

 

Interest and other, net

 

(1,714

)

 

 

 

(1,714

)

Income (loss) before income taxes

 

102,283

 

944

 

3,781

 

12,427

 

119,435

 

Provision (benefit) for income taxes

 

4,061

 

 

 

 

4,061

 

Net income (loss)

 

$

98,222

 

$

944

 

$

3,781

 

$

12,427

 

$

115,374

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:*

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.31

 

$

0.01

 

$

0.05

 

$

0.17

 

$

1.54

 

Diluted

 

$

1.29

 

$

0.01

 

$

0.05

 

$

0.16

 

$

1.52

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

75,098

 

75,098

 

75,098

 

75,098

 

75,098

 

Diluted

 

75,954

 

75,954

 

75,954

 

75,954

 

75,954

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

102,283

 

 

 

 

 

 

 

$

119,435

 

Interest

 

830

 

 

 

 

 

 

 

830

 

Depreciation and amortization

 

7,516

 

 

 

 

 

 

 

7,516

 

EBITDA

 

$

110,629

 

 

 

 

 

 

 

$

127,781

 

Add: Business reorganization and related

 

944

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

111,573

 

 

 

 

 

 

 

$

127,781

 

 


*Basic and diluted earnings (loss) per share may not add due to rounding

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(in thousands, except per share amounts)

 

 

 

 

 

Non-GAAP Reconciling Items

 

 

 

 

 

Six months

 

Professional

 

 

 

Non-GAAP six

 

 

 

ended April 30,

 

fees and

 

Stock-based

 

months ended April 30,

 

 

 

2009

 

legal matters

 

compensation

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

486,532

 

$

 

$

 

$

486,532

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

Product costs

 

258,941

 

 

 

258,941

 

Software development costs and royalties

 

51,314

 

 

(3,049

)

48,265

 

Internal royalties

 

30,131

 

 

 

30,131

 

Licenses

 

22,118

 

 

 

22,118

 

Total cost of goods sold

 

362,504

 

 

(3,049

)

359,455

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

124,028

 

 

3,049

 

127,077

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

71,818

 

 

(916

)

70,902

 

General and administrative

 

71,163

 

(6,706

)

(5,947

)

58,510

 

Research and development

 

35,702

 

 

(1,588

)

34,114

 

Business reorganization and related

 

 

 

 

 

Depreciation and amortization

 

9,885

 

 

 

9,885

 

Total operating expenses

 

188,568

 

(6,706

)

(8,451

)

173,411

 

Income (loss) from operations

 

(64,540

)

6,706

 

11,500

 

(46,334

)

Interest and other, net

 

882

 

 

 

882

 

Income (loss) before income taxes

 

(63,658

)

6,706

 

11,500

 

(45,452

)

Provision (benefit) for income taxes

 

(3,190

)

 

 

(3,190

)

Net income (loss)

 

$

(60,468

)

$

6,706

 

$

11,500

 

$

(42,262

)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:*

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.79

)

$

0.09

 

$

0.15

 

$

(0.55

)

Diluted

 

$

(0.79

)

$

0.09

 

$

0.15

 

$

(0.55

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

76,341

 

76,341

 

76,341

 

76,341

 

Diluted

 

76,341

 

76,341

 

76,341

 

76,341

 

 

 

 

 

 

 

 

 

 

 

EBITDA:

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

(63,658

)

 

 

 

 

$

(45,452

)

Interest

 

2,971

 

 

 

 

 

2,971

 

Depreciation and amortization

 

9,885

 

 

 

 

 

9,885

 

EBITDA

 

(50,802

)

 

 

 

 

(32,596

)

Add: Business reorganization and related

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

(50,802

)

 

 

 

 

$

(32,596

)

 


*Basic and diluted earnings (loss) per share may not add due to rounding

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(in thousands, except per share amounts)

 

 

 

 

 

Non-GAAP Reconciling Items

 

 

 

 

 

Six months

 

Business

 

Professional

 

 

 

Non-GAAP six

 

 

 

ended April 30,

 

reorganization

 

fees and

 

Stock-based

 

months ended April 30,

 

 

 

2008

 

and related

 

legal matters

 

compensation

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

780,252

 

$

 

$

 

$

 

$

780,252

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

Product costs

 

333,195

 

 

 

 

333,195

 

Software development costs and royalties

 

80,402

 

 

 

(7,194

)

73,208

 

Internal royalties

 

58,797

 

 

 

 

58,797

 

Licenses

 

31,873

 

 

 

 

31,873

 

Total cost of goods sold

 

504,267

 

 

 

(7,194

)

497,073

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

275,985

 

 

 

7,194

 

283,179

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

79,678

 

 

 

(1,381

)

78,297

 

General and administrative

 

81,238

 

 

(5,275

)

(7,948

)

68,015

 

Research and development

 

30,638

 

 

 

(1,977

)

28,661

 

Business reorganization and related

 

1,106

 

(1,106

)

 

 

 

Depreciation and amortization

 

13,925

 

 

 

 

13,925

 

Total operating expenses

 

206,585

 

(1,106

)

(5,275

)

(11,306

)

188,898

 

Income (loss) from operations

 

69,400

 

1,106

 

5,275

 

18,500

 

94,281

 

Interest and other, net

 

(347

)

 

 

 

(347

)

Income (loss) before income taxes

 

69,053

 

1,106

 

5,275

 

18,500

 

93,934

 

Provision (benefit) for income taxes

 

8,828

 

 

 

 

8,828

 

Net income (loss)

 

$

60,225

 

$

1,106

 

$

5,275

 

$

18,500

 

$

85,106

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:*

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.81

 

$

0.01

 

$

0.07

 

$

0.25

 

$

1.15

 

Diluted

 

$

0.80

 

$

0.01

 

$

0.07

 

$

0.25

 

$

1.14

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

74,112

 

74,112

 

74,112

 

74,112

 

74,112

 

Diluted

 

74,894

 

74,894

 

74,894

 

74,894

 

74,894

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

69,053

 

 

 

 

 

 

 

$

93,934

 

Interest

 

982

 

 

 

 

 

 

 

982

 

Depreciation and amortization

 

13,925

 

 

 

 

 

 

 

13,925

 

EBITDA

 

83,960

 

 

 

 

 

 

 

108,841

 

Add: Business reorganization and related

 

1,106

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

85,066

 

 

 

 

 

 

 

$

108,841

 

 


*Basic and diluted earnings (loss) per share may not add due to rounding