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)
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Delaware |
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0-29230 |
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51-0350842 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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622 Broadway, New York, New York |
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10012 |
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(Address of principal executive offices) |
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(Zip Code) |
(646) 536-2842
Registrants 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.
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TAKE-TWO INTERACTIVE
SOFTWARE, INC.
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By: |
/s/ Daniel P. Emerson |
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Daniel P. Emerson |
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Vice President, Associate General Counsel and Secretary |
Date: May 26, 2009
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Exhibit 99.1
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CONTACT: |
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FOR IMMEDIATE RELEASE |
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Meg Maise (Corporate Press/Investor Relations) |
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Take-Two Interactive Software, Inc. |
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(646) 536-2932 |
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meg.maise@take2games.com |
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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 Meiers 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.
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Third quarter ending
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Fourth quarter
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Fiscal year
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Revenue |
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$145 to $165 million |
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$420 to $500 million |
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$1.05 to $1.15 billion |
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Non-GAAP EPS |
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$(0.55) to $(0.65) |
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$1.08 to $1.28 |
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$0.00 to $0.20 |
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Stock-based compensation expense per share (a) |
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$0.07 |
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$0.06 |
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$0.24 |
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Expenses related to unusual legal matters per share |
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$0.01 |
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$0.01 |
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$0.11 |
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(a) The Companys 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-Twos stock price. |
2
Key assumptions and dependencies underlying the Companys 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:
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Title |
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Platform |
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Birthday Party Bash |
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Wii |
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The BIGS 2 |
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Multiple platforms |
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Following are the titles planned for release in the fourth quarter of fiscal 2009:
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Title |
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Platform |
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Beaterator |
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TBA |
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BioShock® 2 |
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TBA |
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Borderlands |
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Xbox 360, PS3, Games for Windows |
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Grand Theft Auto: Episodes from Liberty City |
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Xbox 360 |
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Grand Theft Auto: The Ballad of Gay Tony |
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Xbox LIVE® (downloadable episode) |
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NBA® 2K10 |
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Multiple platforms |
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NHL® 2K10 |
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Multiple platforms |
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Ringling Bros. and Barnum & Bailey® Circus |
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Wii, DS |
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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 Companys strong and balanced portfolio, along with the strides we have made in enhancing the efficiency of our business. Take-Twos 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 Companys 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 Companys 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 Companys 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 Companys stockholders elected a new slate of members to Take-Twos Board of Directors, who immediately removed the Companys former President and Chief Executive Officer. Subsequently, the Companys 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 Companys 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 Companys outstanding shares, which was launched in March 2008 and expired in August 2008, and the Companys related strategic review process which was completed in October 2008.
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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 Companys 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 managements 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 Companys business units. Adjusted EBITDA is also a significant component of the Companys 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-Twos 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 Companys 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 Companys stock
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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 Companys concluded process to evaluate its strategic alternatives including stockholder litigation arising therefrom. Other important factors and information are contained in the Companys Annual Report on Form 10-K for the fiscal year ended October 31, 2008, in the section entitled Risk Factors, as updated in the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2009, and the Companys 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)
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Three months ended April 30, |
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Six months ended April 30, |
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2009 |
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2008 |
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2009 |
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2008 |
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Net revenue |
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$ |
229,722 |
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$ |
539,810 |
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$ |
486,532 |
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$ |
780,252 |
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Cost of goods sold: |
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Product costs |
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108,995 |
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185,043 |
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258,941 |
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333,195 |
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Software development costs and royalties |
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28,012 |
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57,688 |
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51,314 |
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80,402 |
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Internal royalties |
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9,659 |
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52,653 |
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30,131 |
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58,797 |
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Licenses |
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14,936 |
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22,875 |
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22,118 |
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31,873 |
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Total cost of goods sold |
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161,602 |
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318,259 |
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362,504 |
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504,267 |
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Gross profit |
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68,120 |
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221,551 |
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124,028 |
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275,985 |
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Selling and marketing |
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31,044 |
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45,949 |
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71,818 |
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79,678 |
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General and administrative |
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31,415 |
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48,317 |
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71,163 |
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81,238 |
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Research and development |
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14,759 |
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14,828 |
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35,702 |
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30,638 |
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Business reorganization and related |
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944 |
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1,106 |
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Depreciation and amortization |
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4,777 |
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7,516 |
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9,885 |
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13,925 |
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Total operating expenses |
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81,995 |
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117,554 |
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188,568 |
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206,585 |
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Income (loss) from operations |
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(13,875 |
) |
103,997 |
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(64,540 |
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69,400 |
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Interest and other, net |
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(1,467 |
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(1,714 |
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882 |
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(347 |
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Income (loss) before income taxes |
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(15,342 |
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102,283 |
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(63,658 |
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69,053 |
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Provision (benefit) for income taxes |
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(5,262 |
) |
4,061 |
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(3,190 |
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8,828 |
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Net income (loss) |
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$ |
(10,080 |
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$ |
98,222 |
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$ |
(60,468 |
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$ |
60,225 |
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Earnings (loss) per share: |
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Basic |
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$ |
(0.13 |
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$ |
1.31 |
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$ |
(0.79 |
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$ |
0.81 |
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Diluted |
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$ |
(0.13 |
) |
$ |
1.29 |
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$ |
(0.79 |
) |
$ |
0.80 |
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Weighted average shares outstanding: |
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Basic |
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76,587 |
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75,098 |
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76,341 |
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74,112 |
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Diluted |
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76,587 |
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75,954 |
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76,341 |
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74,894 |
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Three months ended April 30, |
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Six months ended April 30, |
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2009 |
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2008 |
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2009 |
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2008 |
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OTHER INFORMATION |
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Total revenue mix |
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Publishing |
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76 |
% |
90 |
% |
66 |
% |
78 |
% |
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Distribution |
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24 |
% |
10 |
% |
34 |
% |
22 |
% |
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Geographic revenue mix |
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North America |
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76 |
% |
65 |
% |
76 |
% |
71 |
% |
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International |
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24 |
% |
35 |
% |
24 |
% |
29 |
% |
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Publishing revenue platform mix |
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Microsoft Xbox 360 |
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45 |
% |
46 |
% |
32 |
% |
41 |
% |
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Nintendo DS |
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14 |
% |
1 |
% |
11 |
% |
1 |
% |
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Sony PLAYSTATION 3 |
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11 |
% |
36 |
% |
13 |
% |
31 |
% |
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Nintendo Wii |
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11 |
% |
6 |
% |
15 |
% |
9 |
% |
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Sony PlayStation 2 |
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7 |
% |
6 |
% |
8 |
% |
10 |
% |
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Sony PSP |
|
6 |
% |
3 |
% |
7 |
% |
5 |
% |
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PC |
|
6 |
% |
2 |
% |
14 |
% |
3 |
% |
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
|
|
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April 30, |
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October 31, |
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||
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|
|
2009 |
|
2008 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
|
$ |
179,616 |
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$ |
280,277 |
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Accounts receivable, net of allowances of $49,213 and $68,448 at April 30, 2009 and October 31, 2008, respectively |
|
52,117 |
|
157,458 |
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||
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Inventory |
|
74,020 |
|
104,235 |
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||
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Software development costs and licenses |
|
149,018 |
|
113,436 |
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Prepaid taxes and taxes receivable |
|
20,881 |
|
23,763 |
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||
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Prepaid expenses and other |
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42,415 |
|
44,605 |
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||
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Total current assets |
|
518,067 |
|
723,774 |
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||
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|
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|
|
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Fixed assets, net |
|
28,860 |
|
32,361 |
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||
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Software development costs and licenses, net of current portion |
|
45,580 |
|
61,991 |
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||
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Goodwill |
|
227,733 |
|
230,809 |
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||
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Other intangibles, net |
|
24,258 |
|
26,123 |
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||
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Other assets |
|
10,681 |
|
8,294 |
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||
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Total assets |
|
$ |
855,179 |
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$ |
1,083,352 |
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|
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|
|
|
|
||
|
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