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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB
|X| Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended
October 31, 1998
OR
|_| Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
0-29230
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(Commission File No.)
TAKE-TWO INTERACTIVE SOFTWARE, INC.
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(Exact name of Small Business Issuer as specified in its charter)
Delaware 51-0350842
- ---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
575 Broadway, New York, New York 10012
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(Address of principal executive offices including zip code)
Small Business Issuer's telephone number, including area code: (212) 941-2988
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Check whether the Small Business Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes |X| No |_|
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of Small Business Issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|
The Small Business Issuer's revenues for the fiscal year ended October 31, 1998
were $191,071,672.
The aggregate market value of the Small Business Issuer's Common Stock held by
non-affiliates as of January 22, 1999 was approximately $192,680,000. As of
January 22, 1999 there were 18,351,924 shares of the Small Business Issuer's
Common Stock outstanding.
Documents Incorporated by Reference:
Proxy Statement Relating to 1999 Annual Meeting
(incorporated into Part III)
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PART I
Item 1. Business.
General
Take-Two Interactive Software, Inc. (the "Company") is a leading
worldwide developer, publisher and distributor of interactive entertainment
software products. The Company's software operates on multimedia personal
computers ("PCs"), video game console platforms manufactured by Sony, Nintendo
and Sega and Nintendo's Game Boy Color hand-held gaming system. The Company has
achieved rapid growth, with revenues increasing from $94 million for the year
ended October 31, 1997 to $191 million for the year ended October 31, 1998.
The market for entertainment software products has grown substantially
in recent years. Steadily declining PC and video game console platform prices
combined with more powerful and realistic computer graphics have resulted in
greater demand for software games by audiences of all ages. According to
industry sources, U.S. retail sales of software games in 1998 were $4.9 billion,
an increase of 40% from $3.5 billion in 1997, with 56% of game players over the
age of 18. The Company believes that rapid growth in this market will continue
primarily as a result of an increasing installed base of PCs and video game
console platforms.
During the past year, the Company strategically acquired product rights
which enhanced its publishing base. The Company acquired certain rights from BMG
Interactive, a division of BMG Entertainment ("BMG"), including the worldwide
publishing and distribution rights to Grand Theft Auto for PC and Sony
PlayStation platforms. Additionally, the Company acquired certain exclusive
rights from Gathering of Developers ("Gathering"), a group of six of the world's
premier entertainment software developers, to distribute and publish Gathering's
first ten titles, including Railroad Tycoon II. The Company also recently
acquired exclusive rights to publish and distribute Nintendo 64 and Sony
PlayStation versions of Earthworm Jim 3-D in North America and the worldwide
publishing rights to a Nintendo 64 version of Microsoft's Monster Truck Madness.
The Company has acquired leading software distributors to complement
its publishing activities and to maximize product exposure and revenues. The
Company recently acquired Jack of All Games ("JAG"), a distributor of
entertainment software in the U.S., with large retail customers such as
Hollywood Entertainment, Ames Department Stores, Best Buy, Toys R Us and Target
Stores. The Company also acquires rights to distribute budget- priced software
and has established direct selling relationships with major retailers. The
Company believes that its strong retail distribution capabilities, including
distribution operations in the United Kingdom, France, Germany and Australia,
attract publishers with popular software content.
The Company publishes software titles that are developed through
publishing relationships with various software developers and through five
internal development studios. The Company engages a development staff of 85
persons with technical capabilities to develop software products for all major
game platforms.
The Company was organized under the laws of the State of Delaware in
September 1993. The Company's principal executive offices are located at 575
Broadway, New York, New York 10012, and its telephone number is (212) 941-2988.
Unless the context otherwise requires, all references to the Company include the
operations of its development subsidiaries: GearHead Entertainment, Inc.
("GearHead"), Mission Studios, Inc. ("Mission"), Talonsoft, Inc. ("Talonsoft")
and Alternative Reality Technologies, Inc. ("ART"); its international publishing
and distribution subsidiaries: Take-Two Interactive Software Europe Limited
("TTE") and DirectSoft Australia Pty. Limited ("DirectSoft"); and its domestic
distribution subsidiaries: Inventory Management Systems, Inc. ("IMSI"), Alliance
Inventory Management, Inc. ("AIM") and JAG.
-2-
Product Releases
The Company actively seeks to release products with potential for mass
appeal. For the year ended October 31, 1997, the JetFighter series sold more
than 190,000 copies and with Dark Colony accounted for approximately 8.4% and
2.2%, respectively, of the Company's revenues. For the year ended October 31,
1998, Grand Theft Auto sold more than 630,000 copies and with Three Lions Soccer
accounted for approximately 7.7% and 4.0%, respectively, of the Company's
revenues. The Company has the rights to distribute PC versions of Railroad
Tycoon II, Max Payne, Fly! and Kiss: Psycho Circus pursuant to its agreement
with Gathering (see "Publishing and Distribution Arrangements"). Following are
certain products released by the Company:
Title Platform Release Date Description
- ----- -------- ------------ -----------
JetFighter III PC November 1996 3-D military flight simulation
game
Dark Colony PC August 1997 Strategy game set on Mars in
2026
Jetfighter Platinum PC October 1997 Technologically advanced
version
Wheel of Fortune Nintendo 64 November 1997 Popular TV game show
Jeopardy! Nintendo 64 February 1998 Popular TV game show
Three Lions Soccer PC, Sony April 1998 Featuring England's World Cup
PlayStation soccer team
Grand Theft Auto PC, Sony June 1998 Car game set in criminal
PlayStation underworld
JetFighter: Full Burn PC June 1998 Combines JetFighter simulation
with cinematic sequences
Railroad Tycoon II PC October 1998 Player builds railroads to amass
wealth
Space Station: Silicon Valley Nintendo 64 October 1998 Save the world from mutant
animals
Tom Clancy's Rainbow Six PC October 1998 Save the world from terrorists
(Europe)
Monster Truck Madness, Earthworm Jim 3-D and Grand Theft Auto II are
expected to account for a significant portion of the Company's revenues for the
year ending October 31, 1999. Following is the Company's currently proposed
schedule of certain product releases:
Title Platform Release Date Description
- ----- -------- ------------ -----------
Battle of Britain PC Spring 1999 Historical battle game from
Talonsoft
GTA London Sony PlayStation Spring 1999 First mission pack for Grand
Theft Auto
Fly! PC Spring 1999 Flight simulation
-3-
Title Platform Release Date Description
- ----- -------- ------------ -----------
Railroad Tycoon II Sony PlayStation Summer 1999 Player builds railroads to amass
wealth
Monster Truck Madness Nintendo 64 Summer 1999 Microsoft's successful PC game
In Fisherman's Bass Hunter 64 Nintendo 64 Summer 1999 Fishing simulation game
Game Boy
Earthworm Jim 3-D Nintendo 64 Summer 1999 Everyone's favorite earthworm,
Sony PlayStation (North America) now in 3-D
Darkstone PC, Sony Summer 1999 Medieval action role-playing
PlayStation (North America) game
Max Payne PC Fall 1999 Gritty, noir third-person
action/shooter
JetFighter IV PC Fall 1999 State-of-the-art photo textures,
advanced networking and
Internet support
Grand Theft Auto II Sony PlayStation Fall 1999 Sequel to the popular Grand
Theft Auto
Spec Ops Sony PlayStation Fall 1999 Military combat action
Kiss: Psycho Circus PC, Sony Spring 2000 Rock and roll legends
PlayStation
Sega Dreamcast
There can be no assurance that any of the Company's proposed products
will be released on a timely basis, or at all. See "Software Development."
-4-
Publishing and Distribution Arrangements
The Company has acquired publishing and distribution rights to products
and properties described below. Arrangements with third-party software
developers and publishers generally require the Company to make advance payments
and pay royalties and satisfy other conditions. Advances for software products
are recoupable against royalties due to developers and publishers. Agreements
typically provide for distribution fees payable to the Company. Although the
Company devotes significant efforts to internal product development, the Company
has increasingly emphasized the acquisition of publishing and distribution
rights from third parties.
In March 1995, the Company entered into a four-year agreement with Sony
Computer Entertainment of America ("Sony") granting the Company a non-exclusive,
nontransferable license in the United States and Canada to develop software on
CD-ROMs for use on the PlayStation platform. Under the agreement, Sony is the
exclusive manufacturer of all units and packaging materials for PlayStation
products.
In February 1998, the Company entered into a three-year agreement with
Nintendo of America Inc. ("Nintendo") granting the Company a non-exclusive
license in North, Central and South America to develop and sell software games
incorporated in game cartridges for use on the Nintendo 64 game system. The
agreement requires Nintendo to approve detailed product proposals as well as
completed games, all associated artwork and marketing materials. The Company
retains the right to adapt any games for sale on other platforms. The Company is
obligated to pay Nintendo Co., Ltd., Nintendo's parent, to manufacture, print
and package all games developed by the Company pursuant to the agreement, which
prices include royalties. In May 1998, the Company entered into a similar
three-year agreement with Nintendo Co., Ltd. granting the Company a
non-exclusive license in Europe, Australia and New Zealand to develop and sell
software games incorporated in game cartridges for use on the Nintendo 64 game
system. In April 1998, the Company entered into an agreement with Nintendo
granting the Company a non-exclusive right to develop software games for use on
Nintendo Game Boy and Game Boy Color portable video game systems.
In March 1998, the Company acquired certain publishing and distribution
rights from BMG, including (1) the worldwide publishing and distribution rights
and copyright to Grand Theft Auto for PC and Sony PlayStation platforms, (2) the
worldwide publishing and distribution rights and copyright to Space Station:
Silicon Valley for the Nintendo 64 gaming system, (3) the European distribution
rights to PC recreational software products including Berkley Systems' After
Dark screen saver series, You Don't Know Jack trivia series, gaming franchises
such as Crystal Dynamic's Gex and Pandemonium series for the Sony PlayStation
and ASC Games' One for the Sony PlayStation, (4) the worldwide publishing and
distribution rights to a series of sales region customized World Cup soccer
games for the Sony PlayStation, (5) the worldwide publishing, distribution and
sequel rights to the role- playing game Monkey Hero for the Sony PlayStation and
PC platforms and (6) the worldwide publishing, distribution and sequel rights to
the military combat game Special Ops for the Sony PlayStation and PC platforms.
In April 1998, the Company entered into confidentiality agreement with
Sega of America, Inc. ("Sega") in connection with the development of software
games incorporated into CD-ROMs for use on the Sega Dreamcast system, formerly
known as the Sega Katana platform. The Company is negotiating a development and
license agreement to use Sega's intellectual property in developing, marketing
and distributing software games.
In May 1998, the Company entered into distribution agreements with
Gathering pursuant to which Gathering granted the Company (i) the exclusive
right to distribute its first ten products, including Railroad Tycoon II, Fly!,
Max Payne, Nocturne and Kiss: Psycho Circus designed to operate on PC platforms
in the United States and Canada during the later of a four-year period or three
years following the release of any such product; (ii) exclusive European
publishing rights for these products; (iii) a non-exclusive right to distribute
the products on-line; and (iv) certain rights of first refusal to distribute the
products designed for use on console platforms in North America, Europe, Israel,
Australia and Africa. In December 1998, the Company obtained the exclusive
worldwide rights to publish and distribute Railroad Tycoon II, Max Payne and
Kiss: Psycho Circus designed for use on video game console platforms.
-5-
The Company has also entered into other agreements to develop, publish
and distribute software products. These agreements include the grant by
Interplay Entertainment Corp. of the exclusive right to market, publish and
distribute Nintendo 64 and Sony PlayStation versions of Earthworm Jim 3-D in
North and South America; the exclusive worldwide license from Microsoft, Inc. to
distribute a version of Monster Truck Madness 2 designed to operate on the
Nintendo 64 platform; and the grant by Majesco Sales, Inc. of exclusive European
distribution rights for ten Nintendo Color Game Boy titles, including Monopoly,
Millipede, Frogger, Centipede, Breakout, Battleship and Missile Command,
licensed to Majesco by Hasbro Interactive.
Publishing and distribution activities require significant up-front
capital commitments to develop, manufacture and market software products. There
can be no assurance that the Company will have adequate financial and other
resources to satisfy its commitments or successfully develop, manufacture and
market new products or that product sales will be sufficient to recover advances
made to developers and publishers. Failure by the Company to satisfy its
obligations under publishing and distribution agreements may result in
modification of the terms or termination of the relevant agreement.
The Company's success depends upon its ability to acquire or license
products or properties on terms deemed commercially feasible. There is intense
competition for products and properties among numerous companies, and there can
be no assurance that the Company will be able to continue to license quality
products and properties on favorable terms, or at all. The Company is dependent
on third-party software developers to develop products within anticipated
schedules and cost projections. Unanticipated development delays, additional
costs or a decline in the economic prospects of principal developers could
materially adversely affect the Company's operating results.
The consumer software market and the personal computer and video game
industries in general are characterized by rapidly changing technology,
resulting in product and platform obsolescence and significant price erosion
over the life of a product. The Company's success is dependent upon its ability
to anticipate technological changes and to continually identify, acquire,
develop and successfully market new products and remain competitive in terms of
price and performance. The Company's products have been produced for multimedia
PCs and Nintendo 64 and Sony PlayStation video consoles. A leveling off or a
decline in the sales rate of multimedia PCs or Nintendo or Sony gaming consoles
could have a material adverse effect on the Company's results of operations. To
the extent the Company acquires rights to products designed to operate on new
platforms, including Sega Dreamcast, the Company will be subject to the risks
that any new platform may not achieve initial or continued market acceptance.
There can be no assurance that the Company will be able to adapt its products or
technologies to emerging hardware platforms or successfully acquire or develop
software titles for such platforms or that product or platform obsolescence will
not result in increased inventories of unsold products.
Marketing, Promotion and Distribution
The Company's marketing and promotional efforts are intended to obtain
maximum product exposure, broaden product distribution, promote brand name
recognition, assist retailers and properly position, package and merchandise the
Company's products. The Company markets products primarily by implementing
aggressive public relations campaigns using print and on-line advertising.
Advertisements are placed in industry magazines using memorable tag lines,
visually appealing full color art work and creative concepts to position and
distinguish the Company's products in the marketplace. The Company also employs
various other marketing methods designed to promote consumer awareness,
including in-store promotions and point-of-purchase displays, direct mail,
cooperative advertising, attendance at trade shows, as well as the use of
distinctive product packaging. The Company targets male consumers between the
ages of 14 and 36. The Company maintains a sales and marketing staff of 59
persons.
The Company distributes its own products and products developed by
third parties through its wholly-owned subsidiaries, TTE, IMSI, AIM, DirectSoft
and JAG. For the year ended October 31, 1998, distribution operations (i.e., the
sale of third-party products) accounted for approximately 53.8% of the Company's
revenues. Products
-6-
are sold domestically at retail in computer superstores, consumer electronics
stores and mall-based retailers, such as Best Buy, Comp USA, Computer City,
Electronic Boutique, Babbages and Circuit City, and at certain mass merchandise
stores such as WalMart, Kmart, Sears, Target Stores and Toys R Us. For the year
ended October 31, 1998, sales to Hollywood Entertainment and Ames Department
Stores accounted for approximately 6.6% and 5.6%, respectively, of the Company's
revenues. For such year, no customer accounted for more than 10% of the
Company's revenues.
The Company's distribution operations require the Company to maintain
operating margins, secure an adequate supply of currently popular software
products and continually turn its inventories and maintain effective inventory
and cost controls. The Company is dependent on third-party software
manufacturers, developers, distributors and dealers (which include the Company's
competitors) to provide adequate inventories of popular software games for the
Company's retail customers on a timely basis and on favorable pricing terms.
Such suppliers may sell their products directly to the Company's retail
customers, rather than through the Company, on more favorable terms than those
offered to the Company. JAG and AIM have historically been dependent on a
limited number of suppliers for a significant portion of product purchases.
Failure or delay by suppliers in providing competitive products to the Company
on favorable terms could adversely affect the Company's ability to deliver
products on a timely and competitive basis.
The distribution channels through which consumer software products are
sold have been characterized by rapid change, including consolidation and
financial difficulties of certain retailers and the emergence of new channels
for distribution of consumer software products such as mass merchandisers and
other retail outlets. In addition, there are an increasing number of companies
and new market entrants competing for access to these channels. Retailers of the
Company's products typically have limited shelf space and promotional resources,
and competition is intense among an increasing number of newly introduced
entertainment software titles for adequate levels of shelf space and promotional
support. Competitors with extensive product lines and popular titles frequently
have greater bargaining power with retailers and, accordingly, the Company may
not be able to achieve the levels of support and shelf space that such
competitors receive.
The Company has significantly expanded its international presence
through the acquisition of offices and marketing and distribution operations in
the United Kingdom, France, Germany and Australia. The Company recently opened a
licensing office in Japan. Product sales in foreign markets have accounted for
an increasing portion of the Company's revenues.
Software Development
The Company engages in software development activities through its
wholly-owned subsidiaries, Talonsoft, Mission, ART and GearHead, and maintains a
development studio in the United Kingdom under the name Tarantula. The Company
also obtains publishing and distribution rights to products developed by third
parties. The Company's production process is designed to enable the Company to
manage and control development, production budgets and timetables, identify and
address possible production and technical issues and coordinate and implement
marketing strategies in a creative environment. The Company utilizes an
integrated scheduling and production process and software development tools,
which include capabilities to produce cinematic quality movie sequences, full
motion digital video and enhanced "real-time" 3-D graphics. The Company believes
that its production capabilities permit it to produce high quality products on a
timely and cost-effective basis. The Company engages a development staff of 85
persons.
For the years ended October 31, 1997 and 1998, the Company incurred
$1,248,258 and $1,403,660, respectively, on research and development relating to
the Company's software products.
The development of new software products is lengthy, expensive and
uncertain, and product development typically requires 18 months to complete from
the time a new concept is approved. Certain of the Company's proposed products
are in early stages of development and considerable time, effort and resources
will be required
-7-
to complete development of such products. The introduction of new products is
subject to the inherent risks of development delays. The Company has in the past
and may in the future experience delays in introducing its products.
Unanticipated delays, expenses, technical problems or difficulties could have a
negative impact on revenues and net income or result in abandonment or material
changes in product development and commercialization. There can be no assurance
that the Company or third-party developers (including Gathering) will be able to
successfully develop any new products on a timely basis or that technical or
other problems will not occur which would result in increased costs or material
delays.
The Company's success may also be dependent upon the ability of
third-party developers to adapt products to operate on and to be compatible with
the products of original equipment manufacturers and to function on various
hardware platforms. There can be no assurance that the Company will be able to
adapt its products to operate on and be compatible with the products of
third-party manufacturers or to function on any particular platform. In
addition, software and other technology as complex as that incorporated into the
Company's products may contain defects or errors which become apparent
subsequent to commercial introduction. Remedying such errors may delay the
Company's plans, cause it to incur additional costs and adversely affect its
reputation.
Manufacturing
The production of the Company's PC software includes CD-ROM pressing,
assembly of product components, printing of product packaging and user manuals
and shipping of finished goods, which is performed by third-party vendors in
accordance with the Company's specifications and forecasts. The Company believes
that there are alternative sources for these services that could be implemented
without delay. The Company is dependent on Nintendo to provide supplies of video
game cartridges and on Sony to provide supplies of CDs on a timely basis and on
favorable terms. Nintendo cartridges are more expensive to manufacture than CDs,
resulting in a greater inventory risk for those products. The Company purchases
products manufactured by Nintendo and Sony by placing purchase orders in the
ordinary course of business and by obtaining letters of credit in favor of
Nintendo. The Company sends software code and a prototype of a title, together
with related artwork, user instructions, warranty information, brochures and
packaging designs to manufacturers for approval, defect testing and
manufacturing. Products are generally shipped within two weeks of receipt of
order. Products manufactured by Nintendo are generally shipped within four to
six weeks of receipt of order. To date, the Company has not experienced any
material difficulties or delays in the manufacture of its products or material
delays due to product defects. The Company's software products carry a 90-day
limited warranty.
Competition
The Company faces intense competition for a finite amount of consumer
discretionary spending from numerous other businesses in the consumer software
industry ranging from small companies with limited resources to large companies
with substantially greater financial, technical, marketing and other resources
than those of the Company. The Company competes primarily on the basis of
product quality and features, production capabilities, access to distribution
channels and price. The Company considers its primary competitors in the
entertainment software market to be Activision, Inc., Electronic Arts, Inc., GT
Interactive, Inc., Acclaim Entertainment, Inc., THQ, Inc., Midway Games, Inc.,
Sony Entertainment Corporation of America, Inc. and Nintendo, among others.
These and other companies with significantly greater financial resources than
the Company may be able to carry larger inventories, adopt more aggressive
pricing policies, make higher offers to licensors and developers for
commercially desirable properties and implement more extensive advertising
campaigns, including substantial television promotion. In addition, new
competitors, including large software companies, media companies and film
studios, are increasing their focus on the interactive entertainment software
market. Competition for the Company's products is influenced by the timing of
product releases and the similarity of such products to those of the Company,
which may result in significant price competition, reduced operating margins,
loss of shelf space or a reduction in sell-through of the Company's products at
retail stores. The Company's products also compete with numerous other products
and services which provide similar entertainment value, such as motion pictures,
television and audio and
-8-
video cassettes featuring similar themes, on-line computer programs and various
other forms of entertainment which may be less expensive or provide other
advantages to consumers.
Intellectual Property
The Company regards certain of its software and production techniques
as proprietary and attempts to protect such software and techniques under
copyright, trademark and trade secret laws as well as through contractual
restrictions on disclosure, copying and distribution. The Company does not hold
any patents or registered copyrights. Software products are susceptible to
unauthorized copying. It may be possible for unauthorized third parties to copy
or to reverse engineer the Company's products to obtain and use programming or
production techniques that the Company regards as proprietary. In addition,
there can be no assurance that the Company's competitors will not independently
develop technologies that are substantially equivalent or superior to the
Company's technologies. The Company has obtained the rights to publish and
distribute products developed by third parties. As the number of interactive
software products in the market increases and the functionality of these
products further overlaps, the Company believes that interactive software will
increasingly become the subject of claims that such software infringes the
copyrights or patents of others. From time to time, the Company receives notices
from third parties alleging infringement of property rights. Although the
Company believes that its products and technology and the products and
technologies licensed from third parties do not and will not infringe or violate
proprietary rights of others, it is possible that infringement of proprietary
rights of others may occur. Any claims of infringement, with or without merit,
can be time consuming and difficult to defend and, if successful, could have a
material adverse effect on the Company.
Employees
As of December 31, 1998, the Company had 240 full-time employees,
including three executive officers, 85 employees engaged in product development,
59 in sales and marketing and 93 in operations. None of the Company's employees
are subject to a collective bargaining agreement. The Company considers its
relations with employees to be good.
-9-
Item 2. Properties.
Executive Offices
The Company's principal executive and administrative office is located
at 575 Broadway, New York, New York in approximately 5,000 square feet of office
space under a lease with 575 Broadway Corporation, a company controlled by Peter
M. Brant, a principal stockholder of the Company. The Company currently pays
$14,864 per month rent, subject to annual consumer price index adjustments. The
Company intends to relocate its executive offices to 10,000 square feet of
office space in March 1999 under a new ten-year lease with 575 Broadway
Corporation which provides for an annual rent of $300,000 during the first five
years, increasing to $350,000 per year thereafter. The Company believes that the
terms of the lease are no less favorable than those that could have been
obtained from an unaffiliated third-party.
International Operations
TTE leases 6,000 square feet of office space in Windsor, United
Kingdom. The lease provides for a current annual rent of (pound)100,000
($168,000) and expires in August 2006. TTE also leases office space in Lincoln,
United Kingdom. The lease provides for a current annual rent of (pound)12,000
($20,200) and expires in 2007. Subsidiaries of TTE lease office and warehouse
space at locations in Paris, France, Munich, Germany and Tokyo, Japan for
current aggregate annual rent of approximately $90,000. Directsoft leases office
and warehouse space in Hornsby, Australia at an annual rent of $76,000.
Development Facilities
GearHead maintains a production facility in Latrobe, Pennsylvania in
7,200 square feet of leased office space. The lease provides for an annual rent
of $78,000 and expires in December 1999. The Company has an option to renew the
lease for an additional four-year period. Mission currently leases approximately
1,500 square feet of office space in Inverness, Illinois pursuant to a lease
that expires in February 1999. Mission has entered into a five-year agreement,
commencing March 1999, to lease 2,600 square feet of office space at an annual
rate of $53,040, subject to annual increases. ART leases approximately 2,500
square feet of space in Ontario, Canada at an annual rental of $32,400.
Talonsoft leases approximately 3,800 square feet of office space in Baltimore,
Maryland. Talonsoft currently pays $42,800 per annum under the lease, which
expires in April 1999.
Distribution Facilities
AIM leases approximately 13,000 square feet of office and warehouse
space in College Point, New York. The lease provides for annual rent of $96,000,
plus increases in real estate taxes, and expires in July 2001. IMSI leases
approximately 10,000 square feet of office and warehouse space in Richmond,
Virginia at an annual rental of $67,000. JAG leases approximately 64,000 square
feet of office and warehouse space in Cincinnati, Ohio. JAG currently pays
$225,000 per annum, plus taxes and insurance, under the lease, which expires in
July 2002. JAG also leases 20,400 square feet of warehouse space in Cincinnati,
Ohio on a month-to-month basis at a cost of $5,525 per month.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
-10-
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Market Information. The Common Stock has traded since September 23,
1998 on the NASDAQ National Market under the symbol "TTWO." From April 14, 1997
to September 22, 1998, the Common Stock traded on the NASDAQ SmallCap Market.
The following table sets forth, for the periods indicated, the range of the high
and low bid prices for the Common Stock as reported by NASDAQ. Such prices
reflect inter-dealer quotations, without retail mark-up, mark-down or commission
and may not necessarily represent actual transactions.
High Low
---- ---
Fiscal Year Ended October 31, 1997
- ----------------------------------
Second Quarter
(commencing April 14, 1997)........................ 7 5/8 5 1/8
Third Quarter...................................... 9 7
Fourth Quarter..................................... 8 3/16 6 1/2
Fiscal Year Ended October 31, 1998
- ----------------------------------
First Quarter...................................... 7 4 1/2
Second Quarter..................................... 8 5/8 6 1/4
Third Quarter...................................... 8 11/16 5 3/8
Fourth Quarter..................................... 6 5/8 4 3/4
Fiscal Year Ended October 31, 1999
- ----------------------------------
First Quarter
(through January 22, 1999)......................... 12 3/16 5 3/4
On January 22, 1999, the last sale price for the Common Stock as
reported by NASDAQ was $11.50 per share. The number of record holders of the
Company's Common Stock was approximately 90 as of January 22, 1999. The Company
believes that there are in excess of 400 beneficial owners of its Common Stock.
Dividend Policy. To date, the Company has not declared or paid any cash
dividends on its Common Stock. The payment of dividends, if any, in the future
is within the discretion of the Board of Directors and will depend upon the
Company's earnings, its capital requirements and financial condition and other
relevant factors. The Company presently intends to retain all earnings to
finance the Company's continued growth and development of its business and does
not expect to declare or pay any cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities. In July 1998, the Company
issued 32,138 shares of Common Stock in consideration of the cancellation of a
promissory note in the principal amount of $250,000.
In August 1998, the Company issued 1,850,000 shares of Common Stock
upon conversion by BMG of shares of Series A Convertible Preferred Stock.
-11-
In August 1998, the Company issued 2,750,000 shares of Common Stock in
connection with the acquisition
of JAG.
In August 1998, the Company issued to The Provident Bank warrants to
purchase 20,000 shares of Common Stock at an exercise price of $5.625 per share.
In August 1998, the Company issued 374,903 shares of Common Stock
pursuant to the exercise of outstanding warrants at an exercise price of $.01
per share.
In September 1998, the Company issued 10,000 shares of Common Stock
pursuant to the exercise of options at an exercise price of $1.16 per share.
The foregoing issuances were made in reliance on Section 4(2) of the
Securities Act of 1933.
-12-
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995: The statements contained herein which are not historical facts are
forward looking statements that involve risks and uncertainties, including but
not limited to, risks associated with the Company's future growth and operating
results, the ability of the Company to successfully integrate the businesses and
personnel of newly acquired entities into its operations, changes in consumer
preferences and demographics, technological change, competitive factors,
unfavorable general economic conditions, Year 2000 compliance and other factors
described herein. Actual results may vary significantly from such forward
looking statements.
Overview
The market for interactive software games is characterized by short
product lifecycles and frequent introduction of new products, most of which do
not achieve sustained market acceptance or do not generate sufficient levels of
sales to offset the costs associated with product acquisition or development.
Significant sales of new products occur within the first three months following
their release. The Company's success depends upon its ability to continually
acquire rights to new, commercially successful products and to replace revenues
from products at the later stages of their lifecycles. Competitive, financial,
technical or other factors adversely affecting the Company's ability to license,
develop or distribute software products could materially adversely affect the
Company's future operating results.
The Company's business is speculative and is subject to all of the
risks generally associated with the entertainment software industry, which is an
evolving business with a relatively limited operating history. Software
development costs, as well as promotion and marketing expenses, advances,
royalties and third-party participations payable to software developers,
creative personnel and others, which reduce potential revenues derived from
software sales, have increased significantly in recent years. The Company's
future operating results will depend on numerous factors beyond its control,
including the popularity, price and timing of new entertainment software
products being released and distributed, international, national, regional and
local economic conditions (particularly economic conditions adversely affecting
discretionary consumer spending), changes in consumer demographics, the
availability of other forms of entertainment, critical reviews and public tastes
and preferences, all of which change rapidly and cannot be predicted. A decline
in the popularity of software games or in the consumer software industry
generally or in particular market segments could adversely affect the Company's
business and prospects.
The Company derives its principal sources of revenues from publishing
and distribution activities. Publishing revenues are derived from the sale of
internally developed software products or products licensed from third parties.
Distribution revenues are derived from the sale of third-party software and
hardware products. Publishing activities generally generate higher margins than
distribution activities, with sales of PC software resulting in higher margins
than sales of cartridges designed for video game consoles. The Company
recognizes revenue from software sales when products are shipped. See Note 2 to
Notes to Consolidated Financial Statements.
The Company's published products are subject to return if not sold to
consumers. The Company accepts product returns for stock balancing, markdowns or
defective products. In connection with publishing activities, at the time of
product shipment, the Company establishes a reserve for future returns based
primarily on its return policies and historical return rates and recognizes
revenues net of product returns. The Company has historically experienced a
product return rate of approximately 10% of gross publishing revenues (less than
1% of distribution revenues). Product returns which significantly exceed the
Company's reserves would materially adversely affect the Company's operating
results.
Research and development costs (consisting primarily of salaries and
related costs) incurred prior to establishing technological feasibility are
expensed in accordance with Financial Accounting Standards Board (FASB)
Statement No. 86. In accordance with FASB 86, the Company capitalizes software
development costs subsequent
-13-
to establishing technological feasibility (completion of a detailed program
design) which is amortized (included in cost of sales) based on the greater of
the proportion of current year sales to total estimated sales commencing with
the product's release or the straight line method. At October 31, 1998, the
Company had capitalized $2,160,477 of software development costs. The Company
evaluates the recoverability of capitalized software costs which may be reduced
materially in future periods. See Note 2 to Notes to Consolidated Financial
Statements.
Acquisitions
The Company has expanded its operations through internal growth and
acquisitions, which has placed and may continue to place a significant strain on
its management, personnel, administrative, operational, financial and other
resources. The Company has released a significant number of additional products
on new platforms, expanded its publishing and distribution operations, increased
its advances to developers and manufacturing expenditures, expanded its work
force and expanded its presence in international markets. To successfully manage
its growth, the Company will be required to continue to implement and improve
its information and operating systems, hire, train and manage an increasing
number of management and other personnel and monitor its operations. The Company
has limited experience in effectuating rapid expansion and in managing
operations which are geographically dispersed. There can be no assurance that
the Company will be able to successfully manage its expanded operations.
In September 1996, the Company acquired all of the outstanding capital
stock of Mission, a software developer, in consideration of $1,674,478 in cash,
the issuance of 182,923 shares of Common Stock (valued at $440,000) and two
promissory notes in the aggregate principal amount of $667,750.
In July 1997, the Company acquired all of the outstanding capital stock
of TTE and ART from GameTek (FL), Inc. ("GameTek FL"). The cost of the
acquisition was $3,848,162, consisting of (i) the payment of $100,000 in cash,
(ii) the issuance of 406,553 shares of Common Stock of the Company (valued at
$3,000,000), (iii) the issuance of an unsecured promissory note of the Company
in the principal amount of $500,000 to GameTek FL's secured creditor, (iv) the
issuance of a promissory note in the principal amount of $200,000 payable to
GameTek FL together with accrued interest which was repaid on September 15, 1997
and (v) direct transaction costs of $48,162. The acquisition was accounted for
as a purchase and, accordingly, the results of operations of TTE and ART are
included in the Company's consolidated financial statements as of the date of
acquisition.
In July 1997, the Company acquired all of the outstanding capital stock
of IMSI and Creative Alliance Group, Inc. ("CAG"). Pursuant to Agreements and
Plans of Merger, all of the outstanding shares of common stock of each of IMSI
and CAG were converted into an aggregate of 900,000 shares of Common Stock of
the Company. The acquisition has been accounted for as a pooling of interests
and, accordingly, the Company's consolidated financial statements have been
restated to include the results of operations and financial position of IMSI and
CAG for all periods presented. Prior to July 31, 1997, IMSI and CAG were S
corporations. Distributions of $202,092 were made to the shareholders of IMSI
and CAG prior to the acquisition.
In December 1997, the Company acquired all of the outstanding shares of
the capital stock of L&J Marketing, Inc. d/b/a Alliance Distributors
("Alliance"), a company engaged in the distribution of video game software and
hardware, in consideration of the issuance of 500,000 shares of Common Stock, a
capital contribution in the amount of $1.5 million and the issuance of five-year
options to purchase an aggregate of 76,000 shares of Common Stock at a price of
$2.00 per share. Alliance was merged into AIM and became a wholly-owned
subsidiary of IMSI. The Company accounted for the acquisition as a purchase and,
accordingly, the results of operations of AIM are included in the Company's
consolidated financial statements as of the date of acquisition.
See Note 3 to Notes to Consolidated Financial Statements.
In March 1998, the Company acquired substantially all of the assets of
BMG, including direct distribution, sales and marketing operations in France and
Germany; a product publishing and distribution group in the United Kingdom;
distribution, publishing and certain sequel rights to twelve video and PC game
product releases; and
-14-
various back catalogue publishing and distribution rights. As consideration for
the acquisition, the Company issued to BMG 1,850,000 shares of newly created
Series A Convertible Preferred Stock, which were subsequently converted into
Common Stock. See Note 3 to Notes to Consolidated Financial Statements.
In June 1998, the Company acquired all of the assets of DirectSoft
Australia Pty. Limited, a publisher and distributor of PC and video game
software in Australia and New Zealand. As consideration for the assets, the
Company issued 40,000 shares of Common Stock. See Note 3 to Notes to
Consolidated Financial Statements.
In August 1998, the Company acquired all of the outstanding capital
stock of JAG, a company engaged in the distribution of video games. Pursuant to
an Agreement and Plan of Merger, all of the outstanding shares of the capital
stock of JAG were converted into an aggregate of 2,750,000 shares of Common
Stock of the Company. The acquisition was accounted for as a pooling of
interests and, accordingly, the Company's consolidated financial statements have
been restated to include the results of operations and financial position of JAG
for all periods presented. Prior to August 1998, JAG was an S corporation.
Distributions of approximately $900,000 were made to the shareholders of JAG
prior to the acquisition. See Note 3 to Notes to Consolidated Financial
Statements.
In December 1998, the Company acquired all of the outstanding capital
stock of Talonsoft, a company engaged in the development of historical military
strategy games, in consideration of the issuance of 1,033,336 shares of Common
Stock. The acquisition will be accounted for as a pooling of interests.
Results of Operations
The following table sets forth for the periods indicated the percentage
of net sales represented by certain items reflected in the Company's statement
of operations:
Years Ended
October 31,
1997 1998
------ -----
Net sales.................................. 100.0% 100.0%
Cost of sales.............................. 85.5 76.5
Research and development costs............. 1.3 .7
Selling and marketing...................... 7.3 9.4
General and administrative................. 5.9 7.0
Depreciation and amortization.............. 1.0 .9
Interest expense........................... 2.0 1.9
Income taxes............................... - (0.2)
Net income (loss).......................... (3.9) 3.1
Years Ended October 31, 1998 and 1997
Net sales increased by $97,394,710, or 104.0%, from $93,676,962 for the
fiscal year ended October 31, 1997 ("fiscal 1997") to $191,071,672 for the
fiscal year ended October 31, 1998 ("fiscal 1998"). The increase was primarily
attributable to the acquisition of product rights from BMG and Gathering.
Publishing revenues increased by $75,315,796, or 584.9%, from $12,877,068 for
fiscal 1997 to $88,192,864 for fiscal 1998. The Company also acquired leading
software distributors to complement its publishing activities and to maximize
product exposure and revenues. Distribution revenues increased by $23,137,670,
or 29.0%, from $79,728,424 for fiscal 1997 to $102,866,094 for fiscal 1998. For
fiscal 1998, revenues from publishing and distribution activities accounted for
approximately 46.2% and 53.8%, respectively, of the Company's net sales. For
such year, software products designed for PC and video game console platforms
accounted for approximately 12.2% and 71.3%, respectively, of the Company's
revenues, with sales of video game hardware accounting for 11.4% of net sales.
In addition, the Company significantly expanded its presence in international
markets. International sales accounted for approximately $41,423,625, or 21.7%,
of the Company's net sales for fiscal 1998.
-15-
Cost of sales increased by $66,118,368, or 82.6%, from $80,090,488 for
fiscal 1997 to $146,208,856 for fiscal 1998. The increase in absolute dollars
was primarily a result of the expanded scope of the Company's operations. Cost
of sales as a percentage of net sales decreased from 85.5% for fiscal 1997 to
76.5% for fiscal 1998. This decrease was primarily due to an increase in
publishing activities which provide higher margins than distribution operations.
In future periods, costs of sales may be adversely affected by manufacturing and
other costs, price competition and by changes in product and sales mix and
distribution channels.
Research and development costs increased by $155,402, or 12.5%, from
$1,248,258 for fiscal 1997 to $1,403,660 for fiscal 1998. Research and
development costs as a percentage of sales decreased from 1.3% for fiscal 1997
to .7% for fiscal 1998. This decrease was attributable to the shift from
software development to publishing and distribution. The Company anticipates
that research and development costs will increase in absolute dollars in
connection with the acquisition of Talonsoft.
Selling and marketing expenses increased by $11,072,969, or 162.4%,
from $6,818,981 for fiscal 1997 to $17,891,950 for fiscal 1998. Selling and
marketing costs as a percentage of net sales increased from 7.3% for fiscal 1997
to 9.4% for fiscal 1998. The increase in both absolute dollars and as a
percentage of net sales was primarily due to increased marketing and promotion
efforts undertaken to broaden product distribution and to assist retailers in
positioning the Company's products for sale to consumers.
General and administrative expenses increased by $7,815,778 or 141.4%,
from $5,528,072 for fiscal 1997 to $13,343,850 for fiscal 1998. General and
administrative expenses as a percentage of net sales increased from 5.9% for
fiscal 1997 to 7.0% for fiscal 1998. The increase in both absolute dollars and
as a percentage of net sales was primarily due to increased salaries, rent,
insurance premiums and professional fees associated with recent acquisitions.
Depreciation and amortization expense increased by $848,673, or 90.1%,
from $941,828 for fiscal 1997 to $1,790,501 for fiscal 1998. This increase was
primarily attributable to the amortization of goodwill associated with the TTE,
AIM and BMG acquisitions.
Interest expense increased by $1,843,900, or 99.9%, from $1,845,520 for
fiscal 1997 to $3,689,420 for fiscal 1998. The increase resulted primarily from
increased borrowings during fiscal 1998.
Income taxes decreased $383,383 from a tax provision of $18,421 for
fiscal 1997 to a tax benefit of $364,962 for fiscal 1998. This decrease was
primarily attributable to the recognition of a deferred tax asset of $941,000.
As a result of the foregoing, the Company achieved net income of
$6,014,649 for fiscal 1998, as compared to a net loss of $3,623,114 for fiscal
1997.
Liquidity and Capital Resources
The Company's primary capital requirements have been and will continue
to be to fund the acquisition, development, manufacture and commercialization of
its software products. The Company has historically financed its operations
through cash flow from operations, the issuance of debt and equity securities
and bank borrowings. At October 31, 1998, the Company had working capital of
$21,683,439 as compared to working capital of $16,058,762 at October 31, 1997.
The increase was primarily attributable to the acquisition of assets from BMG.
Net cash used in operating activities for fiscal 1998 was $7,696,235,
as compared to net cash used in operating activities of $15,246,445 for fiscal
1997. The decrease was primarily attributable to net income of $6,014,649 for
fiscal 1998. The Company used net cash in operating activities primarily to
finance significantly increased levels of receivables, inventories and advances
to developers. Net cash used in investing activities for fiscal 1998 was
$1,801,566, as compared to $2,437,316 for fiscal 1997. Net cash provided by
financing activities
-16-
for fiscal 1998 was $9,724,895, as compared to $19,483,086 for fiscal 1997. The
decrease was primarily the result of the repayment of indebtedness and a
decrease in debt and equity financings in fiscal 1998.
In connection with the Mission acquisition, in September 1996, the
Company issued a promissory note in the principal amount of $337,750 bearing
interest at the rate of 6% per annum, payable in equal monthly installments of
$10,224 through September 1999. The principal amount outstanding as of October
31, 1998 was $106,905. The Company also issued a promissory note in the
principal amount of $330,000, of which $130,000 has been repaid. Repayment of
the remaining $200,000 is contingent upon the inclusion of a specific software
engine in shipments of JetFighter IV. The Company has pledged the Mission stock
as collateral for the repayment of this indebtedness.
In July 1997, the Company issued an unsecured promissory note to
GameTek FL's secured creditor in the amount of $500,000 payable in two equal
annual installments of $250,000 on July 28, 1998 (which was repaid) and July 29,
1999, bearing interest at a rate of 8% per annum, payable quarterly. In July
1998, the Company issued 32,138 shares of Common Stock in consideration of the
cancellation of $250,000 of indebtedness. See Note 14 to Notes to Consolidated
Financial Statements.
In December 1996, TTE entered into a line of credit agreement, as
amended in September 1997, April and July 1998 and January 1999, with Barclay's
Bank. The line of credit provides for borrowings of up to approximately
(pound)2,000,000 ($3,347,200). Advances under the line of credit bear interest
at the rate of 1.5% over Barclay's base rate per annum (currently 7.5%), payable
quarterly. Borrowings are collateralized by TTE's receivables, which must be at
least 200% of the amount outstanding under the line of credit, and are
guaranteed by the Company. The line of credit is cancellable and repayable upon
demand and is subject to review prior to December 31, 1999. The available credit
under this facility was approximately (pound)664,759 ($1,112,607) at October 31,
1998. See Note 7 to Notes to Consolidated Financial Statements.
In December 1997, IMSI and AIM entered into a revolving line of credit
agreement, as amended in March, September and December 1998, with NationsBank,
N.A ("NationsBank"). Advances under the line of credit are based on a borrowing
formula equal to the lesser of (i) $11,000,000 or (ii) 80% of eligible accounts
receivable plus 50% of eligible inventory. Interest accrues on such advances at
a rate of .75% over NationsBank's prime rate (8.75% as of October 31, 1998) and
is payable monthly. Borrowings under the line of credit are collateralized by a
lien on the assets of IMSI and AIM and are guaranteed by the Company. The loan
agreement limits or prohibits IMSI and AIM, subject to certain exceptions, from
declaring or paying cash dividends, merging or consolidating with another
corporation, selling assets (other than in the ordinary course of business),
creating liens and incurring additional indebtedness. The available credit under
this facility was approximately $370,754 at October 31, 1998. The line of credit
expires on May 31, 1999. AIM also has an arrangement with Nationscredit
Commercial Corporation of America, an affiliate of NationsBank
("Nationscredit"), whereby Nationscredit advances funds for the purchase of
Nintendo hardware and software products and then bills AIM for amounts owed. A
security agreement between AIM and Nationscredit grants Nationscredit a security
interest in certain inventory and requires AIM to maintain a minimum working
capital and tangible net worth. The Company has guaranteed the payment of
amounts owed to Nationscredit. See Note 7 to Notes to Consolidated Financial
Statements.
In March 1998, the Company consummated a private placement pursuant to
which it issued 158,333 shares of Common Stock and received proceeds of
approximately $898,000.
In May 1998, the Company consummated a private placement pursuant to
which it issued 770,000 shares of Common Stock and received proceeds (net of
placement fees) of $5,057,000.
In June 1998, the Company offered to the holders of the warrants issued
in connection with the Company's initial public offering the right to exchange
their warrants on a cashless basis, pursuant to which warrantholders received
one share of Common Stock for two warrants surrendered to the Company. An
aggregate of 2,114,366 warrants were exchanged for 1,057,183 shares of Common
Stock in connection with such offer.
-17-
In August 1998, JAG entered into Second Amended and Restated Loan and
Security Agreement with respect to its revolving line of credit with The
Provident Bank ("Provident"), as amended in October and December 1998. The loan
agreement provides for aggregate borrowings of up to $28 million. Advances are
based on a borrowing formula with respect to eligible inventory and accounts
receivable. Interest accrues on advances at the prime rate established by
Provident from time to time (9.25% as of October 31, 1998) plus 1.25% and is
payable monthly. Borrowings under the line of credit are secured by a lien on
accounts receivable and inventory of JAG and are guaranteed by the Company. The
loan agreement limits or prohibits JAG, subject to certain exceptions, from
declaring or paying cash dividends, merging or consolidating with another
corporation, selling assets (other than in the ordinary course of business),
creating liens and incurring additional indebtedness. The line of credit expires
on June 1, 1999. At October 31, 1998, the available credit under this facility
was $2,228,185. In connection with the loan agreement, the Company issued
Provident warrants to purchase 20,000 shares of Common Stock at an exercise
price of $5.625 per share. See Note 7 to Notes to Consolidated Financial
Statements.
In December 1998, the Company received a commitment letter from
NationsBank (as amended in January 1999) with respect to a revolving line of
credit for borrowings of up to $35,000,000 through September 30, 1999 and
$45,000,000 through February 28, 2001. The commitment is subject to the
execution and delivery by NationsBank of a definitive loan agreement and
ancillary documents. This credit facility will replace the existing credit lines
held by JAG and AIM described above.
The Company's accounts receivable (net of allowances) at October 31,
1998 were $48,863,173. Of such accounts receivable, $7,344,952 (or 15.0%) was
due from Ames Department Stores. Accounts receivable due from Ames Department
Stores are covered by credit insurance. Delays in collection or uncollectibility
of accounts receivable could adversely affect the Company's working capital
position. Certain of the Company's receivables are subject to credit risks,
particularly in the event that any of its receivables represent sales to a
limited number of retailers that are not credit insured or are concentrated in
foreign markets. Failure to properly asses credit risks could require the
Company to increase its allowance for doubtful accounts.
The Company has no material commitments for capital expenditures.
The Company's publishing and distribution operations require
significant cash resources. Pursuant to agreements with third-party software
developers and publishers, the Company expects that it will make substantial
recoupable advances during the fiscal year ending 1999 ("fiscal 1999"). The
Company expects that it will continue to acquire publishing and distribution
rights in fiscal 1999, which will require the Company to make additional
advances to software developers and publishers. Based on currently proposed
plans and assumptions relating to its operations and general economic, market
and competitive conditions, the Company believes that its projected revenues
together with available cash resources, including amounts available under its
credit facilities, will satisfy its cash requirements through fiscal 1999. The
Company may be required to seek additional financing in connection with
continuing expansion activities.
Fluctuations in Operating Results; Seasonality
The Company has experienced and may continue to experience fluctuations
in operating results as a result of product and sales mix, the size and timing
of acquisitions, the size and growth rate of the consumer software market,
market acceptance of the Company's products (including the Company's published
and third-party distributed titles) and those of its competitors, development
and promotional expenses relating to the introduction of new products, sequels
or enhancements of existing products, projected and actual changes in product
platforms, the timing and success of product introductions by the Company and
its competitors, product returns, changes in pricing policies by the Company and
its competitors, the accuracy of retailers' forecasts of consumer demand, the
timing of orders from major customers, order cancellations and delays in
shipment. Delays in the introduction of the Company's principal titles could
result in material fluctuations in operating results. In addition, sales of the
Company's products are seasonal, with peak product shipments typically occurring
in the fourth calendar quarter (the Company's first fiscal quarter) as a result
of increased demand for products during the holiday season.
-18-
International Operations
Product sales by TTE in international markets, primarily in Europe and
Australia, have accounted for an increasing portion of the Company's revenues.
For the years ended October 31, 1997 and 1998, sales of products in
international markets accounted for approximately 4.7% and 21.7%, respectively,
of the Company's revenues. The Company is subject to risks inherent in foreign
trade, including increased credit risks, fluctuations in foreign currency
exchange rates, shipping delays and international political, regulatory and
economic developments, all of which could have a significant impact on the
Company. Product sales by TTE in France and Germany are made in local
currencies. The Company does not engage in foreign currency hedging
transactions. See Note 2 to Notes to Consolidated Financial Statements.
Year 2000
Many currently installed computer systems and software products are
unable to distinguish between twentieth and twenty-first century dates. As a
result, many companies' software and computer systems may need to be upgraded or
replaced to comply with Year 2000 requirements. The Company has assessed
potential issues associated with the Year 2000 and is upgrading its accounting
and management information software developed by third parties for Year 2000
compliance. The Company expects that upgrades will be completed by June 1999.
The Company does not anticipate that costs associated with such compliance will
be material. Current cost estimates are preliminary and are subject to change.
The Company has contacted principal suppliers to determine their Year 2000
readiness. Based on responses received to date, the Company believes that such
suppliers are in the process of becoming Year 2000 compliant. There can be no
assurance, however, that the Company or any third-party supplier will be Year
2000 compliant, that costs associated with Year 2000 compliance will not be
material or that any noncompliance will not have a material adverse effect on
the Company. The Company has not yet adopted a Year 2000 contingency plan.
Item 7. Financial Statements.
The financial statements appear in a separate section of this report
following Part III.
Item 8 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
-19-
PART III
Item 9. Directors and Executive Officers of the Registrant.
The information required by this Item is incorporated by reference to
the section of the Company's definitive Proxy Statement for its Annual Meeting
of Stockholders to be held in 1999, entitled "Election of Directors" to be filed
with the Securities and Exchange Commission within 120 days after the end of the
fiscal year covered by this Report.
-20-
Item 10. Executive Compensation.
The information required by this Item is incorporated by reference to
the section of the Company's definitive Proxy Statement for its Annual Meeting
of Stockholders to be held in 1999, entitled "Executive Compensation" to be
filed with the Securities and Exchange Commission within 120 days after the end
of the fiscal year covered by this Report.
-21-
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The information required by this Item is incorporated by reference to
the section of the Company's definitive Proxy Statement for its Annual Meeting
of Stockholders to be held in 1999, entitled "Security Ownership of Certain
Beneficial Owners and Management" to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered by this
Report.
-22-
Item 12. Certain Relationships and Related Transactions.
The information required by this Item is incorporated by reference to
the section of the Company's definitive Proxy Statement for its Annual Meeting
of Stockholders to be held in 1999, entitled "Certain Relationships and Related
Transactions" to be filed with the Securities and Exchange Commission within 120
days after the end of the fiscal year covered by this Report.
-23-
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Form of Restated Certificate of Incorporation of the Company.+
3.2 Amendment to Restated Certificate of Incorporation.+
3.3 By-Laws of the Company.+
10.1 Amended and Restated Employment Agreement, dated as of November 1,
1996, between the Company and Ryan A. Brant, as amended.+
10.2 1994 Stock Option Plan of the Company.+
10.3 1997 Stock Option Plan of the Company.+
10.4 Asset and Stock Purchase Agreement dated July 29, 1997 by and among
the Company, GameTek, TTE, ART and GameTek (FL).++
10.5 Agreement and Plan of Merger dated July 10, 1997 by and among the
Company and IMSI.++
10.6 Agreement and Plan of Merger dated as of December 22, 1997 by and
among the Company, IMSI, AIM and Alliance.+++
10.7 Loan Documents by and among NationsBank, N.A., IMSI, AIM and the
Company, as guarantor.+++
10.8 Asset Purchase Agreement, dated March 10, 1998, by and between the
Company and BMG.++++
10.9 Registration Rights Agreement, dated March 11, 1998, between BMG and
the Company.++++
10.10 Distribution Agreement, dated as of May 27, 1998, by and between the
Company and Gathering.+++++
10.11 Agreement and Plan of Merger, dated as of August 22, 1998, by and
among the Company, its subsidiary, JAG and the JAG
stockholders.++++++
10.12 Registration Rights Agreement, dated August 31, 1998, among the
Company and the JAG stockholders.++++++
10.13 Loan Documents, dated August 31, 1998, by and among Provident, JAG
and the Company, as guarantor.++++++
21.1 Subsidiaries of the Company.
-24-
23.1 Consent of PriceWaterhouseCoopers LLP.
23.2 Consent of Aronowitz, Chaiken & Hardesty, LLP.
27.1 Financial Data Schedule (SEC use only).
- ---------------------------
+ Incorporated by reference to the applicable exhibit contained
in the Company's Registration Statement on Form SB-2
(file no. 333-6414).
++ Incorporated by reference to the applicable exhibit contained
in the Company's Current Report on Form 8-K dated July 29,
1997.
+++ Incorporated by reference to the applicable exhibit contained
in the Company's Current Report on Form 8-K dated December 24,
1997.
++++ Incorporated by reference to the applicable exhibit contained
in the Company's Current Report on Form 8-K dated March 18,
1998.
+++++ Incorporated by reference to the applicable exhibit contained
in the Company's Current Report on Form 8-K dated May 27,
1998.
++++++ Incorporated by reference to the applicable exhibit contained
in the Company's Current Report on Form 8-K dated August 31,
1998.
(b) Reports on Form 8-K filed during the quarter ended October 31, 1998:
Form 8-K dated August 31, 1998 (as amended on Form 8-K/A dated November
13, 1998) relating to the acquisition of JAG.
-25-
Report of Independent Accountants
December 21, 1998
To the Stockholders of
Take-Two Interactive Software, Inc. and Subsidiaries:
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, stockholders' equity and cash flows,
present fairly, in all material respects, the financial position of Take-Two
Interactive Software, Inc. and Subsidiaries at October 31, 1998, and the results
of their operations and their cash flows for each of the two years in the period
ended October 31, 1998, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the December 31, 1997 financial
statements of Jack of All Games, Inc., a wholly-owned subsidiary, which
statements reflect total revenues constituting 80 percent of the related
consolidated totals. Those statements were audited by other auditors whose
report has been furnished to us, and our opinion, insofar as it relates to the
amounts included for Jack of All Games, Inc., is based solely on the report of
the other auditors. We conducted our audits of the Take-Two Interactive
Software, Inc. and Subsidiaries statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
1
Notes to Consolidated Financial Statements
INDEPENDENT AUDITOR'S REPORT
----------------------------
To the Board of Directors and
Stockholders of Jack of All Games, Inc.
(An S Corporation)
Cincinnati, Ohio
We have audited the accompanying balance sheets of Jack of All Games, Inc. (An S
Corporation) as of December 31, 1997 and 1996, and the related statements of
income, retained earnings, and cash flows for the years then ended. These
financial statements (not included) are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements (not included) are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements (not included) referred to in the first
paragraph present fairly, in all material respects, the financial position of
Jack of All Games, Inc. (An S Corporation) as of December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Aronowitz, Chaiken & Hardesty, LLP
Cincinnati, Ohio
February 26, 1998
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Consolidated Balance Sheet
As of October 31, 1998
ASSETS: 1998
----
Current assets:
Cash and cash equivalents $ 2,713,930
Accounts receivable, net of allowances of $1,473,017 48,863,173
Inventories, net 25,750,541
Prepaid royalties 8,044,510
Advances to developers 4,319,989
Prepaid expenses and other current assets 3,968,597
Deferred tax asset 941,000
--------------
Total current assets 94,601,740
Fixed assets, net 1,927,967
Prepaid royalties 1,388,673
Capitalized software development costs, net 2,160,477
Intangibles, net 8,421,777
Other assets, net 33,259
--------------
Total assets $ 108,533,893
==============
LIABILITIES and STOCKHOLDERS' EQUITY:
Current liabilities:
Lines of credit, current portion $ 30,151,899
Notes payable due to related parties, net of discount 122,955
Current portion of capital lease obligation 82,373
Note payable 97,132
Accounts payable 31,598,864
Accrued expenses 10,729,078
Advances-principally distributors 136,000
--------------
Total current liabilities 72,918,301
Line of credit 123,499
Capital lease obligation, net of current portion 94,042
--------------
Total liabilities 73,135,842
--------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, Series A, no par value; 5,000,000
shares authorized; no shares issued or outstanding -
Common stock, par value $.01 per share; 50,000,000
shares authorized; 17,038,636 shares issued
and outstanding 170,386
Additional paid-in capital 33,555,750
Deferred compensation (223,657)
Retained earnings 1,903,005
Foreign currency translation adjustment (7,433)
--------------
Total stockholders' equity 35,398,051
--------------
Total liabilities and stockholders' equity $ 108,533,893
==============
The accompanying notes are an integral part of the consolidated financial statements.
2
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Consolidated Statements of Operations
For the years ended October 31, 1997 and 1998
1997 1998
------------ -------------
Net sales $ 93,676,962 $ 191,071,672
Cost of sales 80,090,488 146,208,856
------------ -------------
Gross profit 13,586,474 44,862,816
------------ -------------
Operating expenses:
Research and development costs 1,248,258 1,403,660
Selling and marketing 6,818,981 17,891,950
General and administrative 5,528,072 13,343,850
Loss on termination of capital lease - 225,395
Depreciation and amortization 941,828 1,790,501
------------ -------------
Total operating expenses 14,537,139 34,655,356
------------ -------------
Income (loss) from operations (950,665) 10,207,460
Interest expense 1,845,520 3,689,420
------------ -------------
Income (loss) before income taxes (2,796,185) 6,518,040
Provision (benefit) for income taxes 18,421 (364,962)
------------ -------------
Net income (loss) (2,814,606) 6,883,002
Preferred dividends (135,416) -
Distributions paid to S corporation shareholders prior to acquisition (673,092) (931,000)
------------ -------------
Net income (loss) before extraordinary gain on early
extinguishment of debt (3,623,114) 5,952,002
Extraordinary gain on early extinguishment of debt - 62,647
------------ -------------
Net income (loss) attributable to
common stockholders' - Basic $ (3,623,114) $ 6,014,649
============ =============
Net income (loss) attributable to
common stockholders' - Diluted $ (3,623,114) $ 6,014,649
============ =============
Per share data:
Basic:
Weighted average common shares outstanding 10,664,006 13,713,518
============ =============
Net income (loss) before extraordinary gain per share $ (0.34) $ 0.44
Extraordinary gain per share - -
------------ -------------
Net income (loss) attributable to
common stockholders' - Basic $ (0.34) $ 0.44
============ =============
Diluted:
Weighted average common shares outstanding 10,664,006 16,029,470
============ =============
Net income (loss) before extraordinary gain per share $ (0.34) $ 0.38
Extraordinary gain per share - -
------------ -------------
Net income (loss) attributable to
common stockholders' - Diluted $ (0.34) $ 0.38
============ =============
The accompanying notes are an integral part of the consolidated financial statements.
3
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended October 31, 1997 and 1998
1997 1998
------------ ------------
Cash flows from operating activities:
Net income (loss) $ (3,487,698) $ 6,014,649
Adjustment to retained earnings as a result of business
combination (Note 3) - (431,527)
Adjustment to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 941,828 1,790,501
Loss on termination of capital lease - 225,395
Loss on disposal of equipment 772 -
Gain on extraordinary item - (62,647)
Recognition of deferred tax asset - (941,000)
Provision for doubtful accounts 49,486 1,429,103
Provision for inventory allowances - 236,616
Amortization of deferred compensation 17,250 121,887
Amortization of loan discounts 720,994 890,062
Amortization of deferred financing costs 30,776 246,204
Increase in cash value of life insurance (1,193) -
Changes in operating assets and liabilities, net of effects of acquisitions:
Increase in accounts receivable (12,695,174) (26,139,995)
(Increase) decrease in capitalized software development costs (1,033,618) 2,155,251
Increase in prepaid royalties (906,250) (630,809)
Increase in advances to developers - (4,319,989)
(Increase) decrease in prepaid expenses and other current assets (3,491,678) 1,244,002
Increase in inventories (5,308,962) (5,237,244)
Increase (decrease) in due to/from related parties 113,000 (137,426)
Increase in other assets - (33,259)
Increase in accounts payable 6,731,652 9,961,809
Increase in accrued expenses 2,343,018 7,033,951
Increase (decrease) in advances-principally distributors 441,932 (1,111,769)
Increase in due to/from stockholders 200,077 -
Increase in other liabilities 87,343 -
------------ ------------
Net cash used in operating activities (15,246,445) (7,696,235)
------------ ------------
Cash flows from investing activities:
Purchase of fixed assets (568,471) (614,692)
Proceeds from the sale of fixed assets 1,500 -
Cash restricted for letter of credit (1,089,760) -
Investment in joint venture 133,893 -
Acquisition, net cash paid (100,000) (1,186,874)
Additional royalty payment in connection with the Mission acquisition (814,478) -
------------ ------------
Net cash used in investing activities (2,437,316) (1,801,566)
------------ ------------
The accompanying notes are an integral part of the consolidated financial statements.
4
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
For the years ended October 31, 1997 and 1998
1997 1998
----------- -------------
Cash flows from financing activities:
Issuance of stock and warrants in connection with initial public offering
net of stock issuance costs of $1,920,232 $ 7,463,769 $ -
Redemption of Preferred Stocks - (317)
Proceeds from Private Placement, net - 5,955,333
Net borrowings under lines of credit 7,611,469 11,472,778
Proceeds from notes payable 7,200,000 803,800
Repayments of notes payable (2,686,640) (8,349,682)
Proceeds from exercise of stock options 156 148,264
Repayment of capital lease obligation (70,668) (305,281)
Dividends to preferred stockholders (35,000) -
----------- -------------
Net cash provided by financing activities 19,483,086 9,724,895
----------- -------------
Effect of foreign exchange rates (130,706) 123,238
Net increase in cash for the year 1,668,619 350,332
Cash and cash equivalents, beginning of the year 694,979 2,363,598
----------- -------------
Cash and Cash equivalents, end of the year $ 2,363,598 $ 2,713,930
=========== =============
Issuance of warrants in lieu of dividends 100,352 -
Issuance of common stock in connection with IMSI and CAG acquisition 1,000 -
=========== =============
Issuance of common stock in connection with JAG acquisition - 27,500
=========== =============
Supplemental information on businesses acquired:
Fair value of assets acquired 4,948,654 23,718,551
Less, liabilities assumed (1,100,492) (10,553,988)
Stock issued (3,000,000) (11,411,269)
Note payable (700,000) -
Options issued - (253,294)
Direct transaction costs (48,162) -
----------- -------------
Cash paid 100,000 1,500,000
Less, cash acquired - (313,126)
----------- -------------
Net cash paid $ 100,000 $ 1,186,874
=========== =============
Cash paid during the year for interest $ 1,290,318 $ 2,323,787
=========== =============
Cash paid during the year for taxes $ 28,654 $ 59,235
=========== =============
Equipment acquired under capital lease $ 505,088 $ 75,418
=========== =============
The accompanying notes are an integral part of the consolidated financial statements.
5
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
For the years ended October 31, 1997 and 1998
Class A Class B Series A Convertible
Preferred Stock Preferred Stock Preferred Stock Common Stock
---------------- ----------------- -------------------- -----------------
Shares Amount Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------ --------- --------
Balance, November 1, 1996 317 $ 317 17,500 249,987 - $ - 5,597,664 $ 55,977
Conversion of preferred stock (17,500) (249,987) 409,791 4,098
Issuance of warrants in lieu of dividends
Issuance of common stock and warrants
in connection with a public offering,
net of issuance costs 1,840,000 18,400
Issuance of common stock and warrants in
connection with 1997 placement of debt 55,000 550
Conversion of warrants to common stock
issued in connection with 1996
private placement 26,035 260
Issuance of common stock in connection with
IMSI and CAG acquisition 900,000 9,000
Issuance of common stock in connection with
TTE and ART acquisition 406,553 4,066
Exercise of stock options 15,000 150
Declaration of dividends to preferred
stockholders
Amortization of deferred compensation
Foreign currency translation adjustment
Net loss
------ ------ ------ ------ ------ ------ --------- --------
Balance, October 31, 1997 317 317 - - - - 9,250,043 92,501
Continued
6A
RESTUBBED
Accumulated
Retained Other Comprehensive
Additional Deferred Earnings Comprehensive Income
Paid-in Capital Compensation Deficit Income Total (Loss)
--------------- ------------ -------- ------------- ----------- -------------
Balance, November 1, 1996 $ 3,930,623 $ (34,500) $(57,001) $ - $ 4,145,403 $ -
Conversion of preferred stock 245,889
Issuance of warrants in lieu of dividends 100,352 (100,352)
Issuance of common stock and warrants
in connection with a public offering,
net of issuance costs 7,399,761 7,418,161
Issuance of common stock and warrants in
connection with 1997 placement of debt 909,229 909,779
Conversion of warrants to common stock
issued in connection with 1996
private placement (104) 156
Issuance of common stock in connection with
IMSI and CAG acquisition (8,000) 1,000
Issuance of common stock in connection with
TTE and ART acquisition 2,995,934 3,000,000
Exercise of stock options 13,650 13,800
Declaration of dividends to preferred
stockholders (35,066) (35,066)
Amortization of deferred compensation 17,250 17,250
Foreign currency translation adjustment (130,706) (130,706) (130,706)
Net loss (3,487,698) (3,487,698) (3,487,698)
--------------- ------------ -------- ------------- ----------- -------
Balance, October 31, 1997 15,587,334 (17,250) (3,680,117) (130,706) 11,852,079 (3,618,404)
6B
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Consolidated Statements of Stockholders' Equity, Continued
For the years ended October 31, 1997 and 1998
Class A Class B Series A Convertible
Preferred Stock Preferred Stock Preferred Stock Common Stock
---------------- --------------- -------------------- ----------------
Shares Amount Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ -------- ------ ------ ------
Issuance of common stock and compensatory stock
options in connection with AIM acquisition 500,000 $5,000
Issuance of preferred stock in connection with
BMG acquisition 1,850,000 $ 18,500
Conversion of preferred stock to common stock issued
in connection with BMG acquisition (1,850,000) (18,500) 1,850,000 18,500
Issuance of common stock in connection with
DirectSoft acquisition 40,000 400
Issuance of common stock in connection with
JAG acquisition 2,750,000 27,500
Redemption of preferred stock (317) $(317)
Issuance of common stock in connection with
March 1998 private placement, net of issuance costs 158,333 1,583
Issuance of common stock in connection with
May 1998 private placement, net of issuance costs 770,000 7,700
Cashless exercise of public warrants, 1 share of
common stock for 2 warrants surrendered 897,183 8,972
Cashless exercise of underwriters' warrants,
1 share of common stock for 2 warrants surrendered 160,000 1,600
Conversion of warrants to common stock issued in
connection with 1996 private placement 378,939 3,789
Exercise of stock options 252,000 2,520
Issuance of common stock in connection with
early extinguishment of debt 32,138 321
Issuance of compensatory stock options
Amortization of deferred compensation
Foreign currency translation adjustment
Net income
Less: net income of JAG for the two months ended
December 31, 1997
------ ------ ------ ------ -------- ------- ---------- --------
Balance, October 31, 1998 - $ - - - - $ - 17,038,636 $170,386
====== ====== ====== ====== ======== ======= ========== ========
Continued
7A
RESTUBBED
Accumulated
Additional Retained Other Comprehensive
Paid-in Deferred Earnings Comprehensive Income
Capital Compensation Deficit Income Total (Loss)
------------ ------------ -------- ------------- ------- -------------
Issuance of common stock and compensatory stock
options in connection with AIM acquisition $1,864,000 $(253,294) $ 1,615,706
Issuance of preferred stock in connection with
BMG acquisition 9,520,563 9,539,063
Conversion of preferred stock to common stock issued
in connection with BMG acquisition -
Issuance of common stock in connection with
DirectSoft acquisition 256,100 256,500
Issuance of common stock in connection with
JAG acquisition (26,500) 1,000
Redemption of preferred stock (317)
Issuance of common stock in connection with
March 1998 private placement, net of issuance costs 896,750 898,333
Issuance of common stock in connection with
May 1998 private placement, net of issuance costs 5,049,300 5,057,000
Cashless exercise of public warrants, 1 share of
common stock for 2 warrants surrendered (8,972) -
Cashless exercise of underwriters' warrants,
1 share of common stock for 2 warrants surrendered (1,600) -
Conversion of warrants to common stock issued in
connection with 1996 private placement 3,789
Exercise of stock options 156,743 159,263
Issuance of common stock in connection with
early extinguishment of debt 187,032 187,353
Issuance of compensatory stock options 75,000 (75,000) -
Amortization of deferred compensation 121,887 121,887
Foreign currency translation adjustment 123,273 123,273 123,273
Net income 6,014,649 6,014,649 6,014,649
Less: net income of JAG for the two months ended
December 31, 1997 (431,527) (431,527)
----------- --------- ---------- -------- ----------- ----------
Balance, October 31, 1998 $33,555,750 $(223,657) $1,903,005 $ (7,433) $35,398,051 $6,137,922
=========== ========= ========== ======== =========== ==========
The accompanying notes are an integral part of the consolidated financial statements.
7B
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Organization:
Take-Two Interactive Software, Inc. (the "Company") was incorporated in the
State of Delaware on September 30, 1993. Take-Two and its wholly owned
subsidiaries, GearHead Entertainment ("GearHead"), Mission Studios
Corporation ("Mission"), Take-Two Interactive Software Europe Limited
("TTE"), Alternative Reality Technologies ("ART"), Inventory Management
Systems, Inc. ("IMSI"), Alliance Inventory Management ("AIM"), Jack of All
Games, Inc. ("JAG"), Creative Alliance Group Inc. ("CAG") and DirectSoft
Australia Pty. Ltd. ("DirectSoft") design, develop, publish, market and
distribute interactive software games for use on multimedia personal
computer and video game console platforms. The Company's interactive
software games are sold primarily in the United States, Europe and
Australasia.
2. Significant Accounting Policies and Transactions:
Basis of Presentation
The consolidated financial statements include the financial statements of
Take-Two and its wholly owned subsidiaries. All intercompany balances and
transactions have been eliminated.
In July 1997, the Company acquired all the outstanding stock of IMSI and
CAG. IMSI and CAG are engaged in the wholesale distribution of interactive
software games. To effect the acquisition, all of the outstanding shares of
common stock of each of IMSI and CAG were exchanged for 900,000 shares of
restricted common stock of the Company. In August 1998, the Company
acquired all the outstanding stock of JAG. JAG is engaged in the
distribution of interactive software games. To effect the acquisition, all
of the outstanding shares of common stock of JAG were exchanged for
2,750,000 shares of common stock of the Company. The acquisitions have been
accounted for as a pooling of interests in accordance with APB No. 16 and
accordingly, the accompanying financial statements have been restated to
include the results of operations and financial position for all periods
presented prior to the business combination.
Risk and Uncertainties
For the years ended October 31, 1997 and 1998, substantially all of the
Company's net sales have been attributable to publishing and distribution
revenues. The publishing and distributing industry is subject to increasing
competition, rapid technological change and evolving consumer preferences,
which result in shorter product and platform lifecycles. The Company's
continued success depends upon its ability to acquire, manufacture and
8
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
market software products, which often requires substantial financing.
Additionally, the financing for software products acquired or licensed must
be on terms acceptable to the Company. If sales from newly acquired and
manufactured software products failed to materialize the Company's
business, operating results and financial condition could be adversely
affected in the near term.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. The most significant estimates and
assumptions relate to: the recoverability of capitalized software
development costs; prepaid royalties, advances to developers and other
intangibles; allowances for returns and income taxes. Actual amounts could
differ from those estimates.
Concentration of Credit Risk
A significant portion of cash balances are maintained with several major
financial institutions with satisfactory standing and at times, exceeds
insurable amounts.
If the financial condition and operations of the Company's distributors or
retailers deteriorate, the risk of collection could increase substantially.
As of October 31, 1998, the receivable balance from its largest customer
amounted to approximately 15.0%, which is insured, of the Company's net
accounts receivable balance.
Revenue Recognition
Distribution revenue is derived from the sale of interactive software games
bought from third parties and is recognized upon the shipment of product to
retailers. Distribution revenue amounted to $79,728,424 and $102,866,094
for 1997 and 1998, respectively.
Publishing revenue is derived from the sale of internally developed
interactive software games or from the sale of product licensed from a
third party developer and is recognized upon the shipment of product to
retailers. Publishing revenue amounted to $12,877,068 and $88,192,864 in
1997 and 1998, respectively. Retailers have the right to return copies not
sold. Accordingly, an allowance for returns is established when sales by
distributors occur based upon the higher of historical patterns or
negotiated terms.
For the years ended October 31, 1997 and 1998, the Company's net sales in
domestic markets accounted for approximately 95.3% and 78.3%, respectively,
and net sales in international markets accounted for 4.7% and 21.7%,
respectively.
9
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Advertising
The Company reports the costs of all advertising as expenses in the periods
in which those costs are incurred. The Company shares portions of certain
customers' advertising expenses through co-op advertising arrangements.
Advertising expense for the years ended October 31, 1997 and 1998 amounted
to $664,572 and $6,278,015, respectively.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with original
maturities of three months or less to be cash equivalents.
Inventory
The Company changed its inventory valuation from lower of cost or market
(first-in, first-out method) to average cost in fiscal year ended October
31, 1998. This change was due to the Company's acquisition of significant
distribution operations that utilized the average cost method. Due to the
relative immaterial inventory balances prior to the acquisitions, the
effect of adopting the average cost method was not material to net income.
Prepaid Royalties
Prepaid royalties represent prepayments made to independent software
developers under development agreements. Prepaid royalties are expensed at
the contractual royalty rate as cost of goods sold based on actual net
product sales. Management continuously evaluates the future realization of
advance royalties, and charges to cost of sales any amount that management
deems unlikely to be amortized at the contractual royalty rate through
product sales. Prepaid royalties are classified as current and non-current
assets based upon estimated net product sales within the next year. Prepaid
royalties were written down $350,000 and $772,150 for the years ended
October 31, 1997 and 1998, respectively, to net realizable value.
Amortization of prepaid royalties amounted to $3,273,485 and $8,317,321
during 1997 and 1998, respectively.
Fixed Assets
Depreciation of computer equipment, office equipment, furniture and
fixtures and automobiles is provided for by the straight-line method over
their estimated lives ranging from five to seven years. Depreciation of
computer software is depreciated by the straight-line method over three
years. Amortization of leasehold improvements is provided for over the
lesser of the term of the related lease or estimated useful lives.
Accumulated amortization includes the amortization of assets recorded under
capital leases. The cost of additions and betterments is capitalized, and
repairs and maintenance costs are charged to operations in the periods
incurred. When depreciable assets are retired or sold, the cost and related
allowances for depreciation are removed from the accounts and the gain or
loss is recognized.
10
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Capitalized Software Development Costs (Including Film Production Costs)
Costs associated with research and development are expensed as incurred.
Software development costs incurred subsequent to establishing
technological feasibility are capitalized. Technological feasibility is
established upon the completion of a detailed program design (in the
absence of any high risk issues or uncertainties). Amortization commences
upon the general release of a game title and is recognized as a component
of cost of sales by the greater of: (a) the straight-line method over the
remaining estimated life of two years or (b) the ratio that current gross
revenues for a product bears to the total of current and anticipated future
gross revenues for that product. Due to a short product life cycle, film
production costs are generally amortized over a period less than one year.
It is reasonably possible that the estimate of anticipated future gross
revenues, the remaining estimated economic life of the product, or both
will be reduced significantly in the near term and that the amortization of
the capitalized software costs may be accelerated materially in the near
term. Capitalized software costs are compared, by game title, to the net
realizable value of the product and capitalized amounts in excess of net
realizable value, if any, are immediately written off. Capitalized software
costs were written down by $210,500 and $1,411,784 for the years ended
October 31, 1997 and 1998, respectively, to net realizable value.
Amortization of capitalized software costs amounted to $755,986 and
$1,767,486 during 1997 and 1998, respectively.
Net Income (Loss) per Share
Net income (loss) per share has been computed in accordance with the
Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 128, Earnings per Share ("SFAS No. 128") which
requires the presentation of basic earnings per share ("EPS"), which
excludes common stock equivalents from its computation and requires the
presentation of diluted EPS which gives effect to all dilutive potential
common shares that were outstanding during the period. The computation
excludes the number of common shares issuable upon the exercise of
outstanding options and warrants and the conversion of preferred stock if
such inclusion would be anti-dilutive.
Comprehensive Income (Loss)
The Company has adopted Statement of Financial Accounting Standards No.
130, Reporting Comprehensive Income ("SFAS No. 130"). Comprehensive income
(loss) represents the change in net assets of a business enterprise during
a period from transactions and other events and circumstances from
non-owner sources. Comprehensive income (loss) of the Company includes net
income (loss) adjusted for the change in foreign currency translation
adjustments. The net effect of income taxes on comprehensive income (loss)
is immaterial. The disclosures required by SFAS No. 130 for the years ended
October 31, 1997 and 1998 have been included in the Statements of
Stockholders' Equity.
12
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Intangible Assets
Intangible assets consist of trademarks and the remaining excess purchase
price paid over identified intangible and tangible net assets of acquired
companies. Intangible assets are amortized under the straight-line method
over the period of expected benefit of seven years for the Mission Studios
acquisition and ten years for the TTE, AIM, DirectSoft and BMG Interactive
Group acquisitions (See Note 3). The Company assesses the recoverability of
its intangible assets by determining whether the carrying value can be
recovered through estimated future cash flows over its remaining life. If
estimated future cash flows indicate that the unamortized balance will not
be recovered, an adjustment will be made to reduce the carrying value to an
amount consistent with estimated future cash flows discounted at the
Company's incremental borrowing rate. Cash flow estimates are based on
trends of historical performance and management's estimate of future
performance, giving consideration to existing and anticipated competitive
and economic conditions. Goodwill amortization expense amounted to $496,187
and $1,047,366 for the years ended October 31, 1997 and 1998, respectively.
Income Taxes
The Company recognizes deferred taxes under the asset and liability method
of accounting for income taxes. Under the asset and liability method,
deferred income taxes are recognized for differences between the financial
statement and tax bases of assets and liabilities at currently enacted
statutory tax rates for the years in which the differences are expected to
reverse. The effect on deferred taxes of a change in tax rates is
recognized in income in the period that includes the enactment date. In
addition, valuation allowances are established when necessary to reduce
deferred tax assets to the amounts expected to be realized.
Foreign Currency Translation
The functional currency for the Company's foreign operations is the
applicable local currency. Accounts of foreign operations are translated
into U.S. dollars using quarter or year-end exchange rates for assets and
liabilities at the balance sheet date and average prevailing exchange rates
for the period for revenue and expense accounts. Adjustments resulting from
translation are included as a separate component of stockholders' equity.
Recently Issued Accounting Pronouncements
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("SFAS 131"), which revises disclosure requirements about
operating segments and establishes standards for related disclosures about
products and services, geographic areas and major customers. SFAS 131
requires that public business enterprises report financial and descriptive
information about its reportable operating segments. The statements is
effective for periods beginning after December 15, 1997 and requires
restatement of prior years in the initial year of application. The Company
has not yet evaluated the impact, if any, of the new standard.
13
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position No. 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained For Internal Use," ("SOP 98-1").
This statement establishes capitalization criteria for external and
internal computer software costs and is effective for financial statements
for fiscal years beginning after December 15, 1998. The Company does not
believe this standard will have a material impact on the Company's
financial position, results of operations or cash flows.
In April 1998, the AICPA issued, "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5"), and is effective for fiscal years beginning after
December 15, 1998. The statement requires costs of start-up activities and
organization costs to be expensed as incurred, except for certain entities.
Initial application of this SOP should be reported as the cumulative effect
of a change in accounting principle. The Company does not believe this
standard will have a material impact on the Company's financial position,
results of operations or cash flows.
In December 1998, the AICPA issued, "Modification of SOP 97-2, Software
Revenue Recognition, With Respect to Certain Transactions" which amends SOP
97-2, "Software Revenue Recognition" ("SOP 98-9"), to require recognition
of revenue using the residual method. Under the residual method, the total
fair value of the undelivered elements, as indicated by vendor-specific
objective evidence, is deferred and subsequently recognized in accordance
with the relevant sections of SOP 97-2 and the difference between the total
arrangement fee and the amount deferred for the undelivered elements is
recognized as revenue related to the delivered elements. Effective December
15, 1998, this SOP amends SOP 98-4, Deferral of the Effective Date of a
Provision of SOP 97-2, Software Revenue Recognition, to extend the deferral
of the application of certain passages of SOP 97-2 provided by SOP 98-4
through fiscal years beginning on or before March 15, 1999. All other
provisions of this SOP are effective for transactions entered into in
fiscal years beginning after March 15, 1999. The Company does not believe
this standard will have a material impact on the Company's financial
position, results of operations or cash flows.
14
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
3. Business Acquisitions:
In December 1997, the Company acquired all the outstanding stock of L&J
Marketing Inc. d/b/a Alliance Distributors ("Alliance"). Alliance is
engaged in the wholesale distribution of interactive software games and
videos. Alliance was merged into AIM, a newly formed wholly-owned
subsidiary of IMSI. The total cost of the acquisition was $3,369,000,
consisting of a cash payment of $1,500,000, issuance of 500,000 shares of
restricted common stock valued at $1,615,706 and issuance of 76,000 options
valued at $253,294. The cost of the acquisition was allocated to the assets
acquired and liabilities assumed based upon their estimated fair values as
follows:
Working capital $ 1,010,007
Equipment 97,580
Intangibles 2,008,119
Deferred compensation 253,294
---------------
$ 3,369,000
===============
In March 1998, the Company acquired substantially all of the assets of BMG
Interactive Group, a division of BMG Entertainment North America ("BMG"),
including direct distribution, sales and marketing offices in France and
Germany; a product publishing and distribution group in the United Kingdom;
distribution, publishing and certain sequel rights to twelve upcoming video
game and PC game product releases; and various back catalog publishing and
distribution rights. As consideration for these assets, the Company issued
to BMG 1,850,000 shares of newly created Series A Convertible Preferred
Stock (the "Preferred Stock") valued at $9,539,063. The Preferred Stock was
converted into Common Stock in August 1998 on a one-for-one basis.
The cost of the acquisition was allocated to the assets acquired and
liabilities assumed based upon their estimated fair values as follows:
Working capital $ 247,000
Equipment 541,000
Software titles 7,831,125
Intangibles 919,938
---------------
$ 9,539,063
===============
In June 1998, the Company acquired all of the assets of DirectSoft
Australia Pty. Ltd., now known as DirectSoft Pty. Ltd. ("DirectSoft").
DirectSoft is a publisher and distributor of PC and video game software in
Australia and New Zealand. As consideration for these assets, the Company
issued 40,000 restricted shares of common stock valued at $256,500.
15
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The cost of the acquisition was allocated to the assets acquired and
liabilities assumed based upon their estimated fair values as follows:
Working capital $ 23,131
Equipment 20,215
Intangibles 213,154
----------
$ 256,500
==========
The acquisitions described above have been accounted for as purchase
transactions in accordance with APB No. 16 and, accordingly, the results of
operations and financial position of the acquired businesses are included
in the Company's consolidated financial statements from the date of
acquisition.
In August 1998, the Company acquired all the outstanding stock of JAG. JAG
is engaged in the wholesale distribution of interactive software games. To
effect the acquisition, all of the outstanding shares of common stock of
JAG were exchanged for 2,750,000 shares of common stock of the Company. The
acquisition has been accounted for as a pooling of interests in accordance
with APB No. 16 and accordingly, the accompanying financial statements have
been restated to include the results of operations and financial position
of JAG for all periods presented prior to the business combination.
The Company reports its financial results on an October 31 fiscal year-end
basis, whereas JAG reported its financial results on a December 31 calendar
year-end basis. For the purposes of pooling-of-interests accounting, the
statement of operations for the year ended October 31, 1997 was combined
with JAG's December 31, 1997 statement of operations. The Company's
statement of operations for the year ended October 31, 1998 includes JAG's
restated statement of operations for the period November 1, 1997 to October
31, 1998. Accordingly, JAG's net income of $431,527 for the two months
ended December 31, 1997 has been reflected as an adjustment to retained
earnings for the year ended October 31, 1998. The results of operations of
JAG for such two months period includes net revenues of $23,893,108.
The unaudited pro forma data below for the years ended October 31, 1997 and
1998 is presented as if these acquisitions had been made as of November 1,
1996 and 1997, respectively. The unaudited pro forma financial information
is based on management's estimates and assumptions and does not purport to
represent the results that actually would have occurred if the acquisitions
had, in fact, been completed on the dates assumed, or which may result in
the future.
16
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
October 31, 1997 October 31, 1998
---------------- ----------------
Total Revenues:
Take-Two $ 19,014,083 $ 26,917,102
Take-Two inclusive of JAG 93,676,962 120,375,158
Take-Two inclusive of all acquired businesses 151,987,217 200,699,005
Net income (loss):
Take-Two $ (4,162,083) $ (54,229)
Take-Two inclusive of JAG (2,814,606) 1,443,814
Take-Two inclusive of all acquired businesses (41,997,490) 805,315
Net income (loss) per share $ (3.93) $ 0.06
4. Inventory:
As of October 31, 1998, inventories consist of:
Parts and Supplies $ 166,138
Finished products 25,821,019
Provision (236,616)
-----------
$25,750,541
===========
5. Advances to Developers:
In May 1998, the Company entered into a distribution agreement with
Gathering of Developers I, Ltd. ("Gathering"), pursuant to which Gathering
granted the Company (i) the exclusive right to distribute through standard
retail channels ten titles designed to operate on the PC platform in the
United States and Canada during the later of a four-year period or three
years following the release of any such product; (ii) a non-exclusive right
to distribute the products on-line; and (iii) certain rights of first
refusal to distribute the products designed for use on console platforms in
North America, Europe, Israel, Australia and Africa. As an advance against
future product purchases of the various game titles, the Company paid
Gathering $7,500,000. Under the agreement, the Company receives a
distribution fee ranging from 12% to 20% based upon the quantities sold.
Advances are recouped from customer receipts, net of the Company's
distribution fee. Of the $7,500,000 advance, $4,319,989 is remaining as of
October 31, 1998. Actual game title sales through October 31, 1998 and
remaining sales forecasts indicate that the advance will be fully recouped
during the year ending October 31, 1999.
17
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
6. Fixed Assets:
As of October 31, 1998, fixed assets consist of:
Computer equipment $ 1,550,729
Office equipment 629,459
Computer software 40,474
Furniture and fixtures 530,827
Automobiles 323,957
Leasehold improvements 232,784
Capital leases 248,462
-----------
3,556,692
Less, accumulated depreciation and
amortization (1,628,725)
-----------
$ 1,927,967
===========
Depreciation expense for the years ended October 31, 1997 and 1998 amounted
to $530,368 and $743,134, respectively.
7. Lines of Credit:
In December 1995, the Company entered into a line-of-credit agreement with
a bank which provides for up to $250,000 of short-term financing at the
rate of prime plus 1% per annum (9.0% as of October 31, 1998).
Substantially all the Company's assets are pledged as collateral and the
repayment of advances is personally guaranteed by a shareholder and officer
of the Company. In addition, the Company is required to maintain a minimum
balance of $50,000 at all times. The line-of-credit is due and payable only
if the lender terminates the right to obtain future loans under such
facility. Upon this event, the Company is required to pay the then
outstanding amounts in 24 equal installments. The Company has classified 12
monthly payments as current. The outstanding balance and available credit
under this facility is $247,000 and $3,000, respectively, as of October 31,
1998. In December 1998, the outstanding balance of the line-of-credit was
repaid.
18
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
In December 1997, IMSI and AIM entered into a revolving line-of-credit
agreement, as amended in March 1998 and September 1998, with NationsBank,
N.A. The line provides for borrowings of up to $10,000,000. Advances under
the line-of-credit are based on a borrowing formula equal to the lesser of
(i) $10,000,000 or (ii) 80% of eligible accounts receivable plus 50% of
eligible inventory. Interest accrues on such advances at a rate of .75%
over NationsBank's prime rate (8.75% as of October 31, 1998) and is payable
monthly. Borrowings under the line-of-credit are collateralized by the
assets of IMSI and AIM and are guaranteed by the Company. The loan
agreement limits or prohibits IMSI and AIM, subject to certain exceptions,
from declaring or paying cash dividends, merging or consolidating with
another corporation (excluding the Company), selling assets (other than in
the ordinary course of business), creating liens and incurring additional
indebtedness. The outstanding balance and available credit under this
facility is $6,922,860 and $370,754, respectively, at October 31, 1998. In
December 1998, the line was increased to $11,000,000. The line-of-credit
expires on May 31, 1999.
In December 1996, TTE entered into a line-of-credit agreement (as amended
in September 1997, April 1998 and July 1998) with Barclays' Bank. The
line-of-credit provides for borrowings of up to approximately
(pound)900,000 ($1,506,330). Advances under the line-of-credit bear
interest at the rate of 3% over Barclays' base rate per annum (10.25% as of
October 31, 1998), payable quarterly. Borrowings are collateralized by
TTE's receivables which must at all times be at least three times the
amount outstanding on the line-of-credit and are guaranteed by the Company.
The line-of-credit is cancellable and repayable upon demand and is subject
to review prior to February 18, 1999. The outstanding balance and available
credit under this facility is $393,723 and $1,112,607, respectively, at
October 31, 1998. In January 1999, the line was increased to
(pound)2,000,000 ($3,347,200).
In August 1998, JAG entered into a Second Amended and Restated Loan and
Security Agreement with respect to its revolving line-of-credit with The
Provident Bank ("Provident") as amended in October 1998. The agreement with
Provident provides for aggregate borrowings by JAG including a revolving
line-of-credit up to $25 million. Advances under the line-of-credit are
based on a borrowing formula with respect to eligible inventory and
accounts receivable. Interest accrues on such advances at the prime rate
established by Provident from time to time plus 1.25% (9.25% as of October
31, 1998) and is payable monthly. Borrowings under the line of credit are
collateralized by accounts receivable and inventory of JAG and are
guaranteed by the Company as well as principal stockholders of the Company.
The loan agreement limits or prohibits JAG, subject to certain exceptions,
from declaring or paying cash dividends, merging or consolidating with
another company (excluding the Company), selling assets (other than in the
ordinary course of business), creating liens and incurring additional
indebtedness. The line-of-credit expires on June 1, 1999. In connection
with the loan agreement, the Company issued Provident warrants to purchase
20,000 shares of common stock at an exercise price of $5.625 per share. At
October 31, 1998, the outstanding balance and available credit under the
revolving line-of-credit is $22,711,815 and $2,228,185, after a $60,000
letter of credit, respectively. In December 1998, the revolving
line-of-credit was increased to $28 million and the guarantees released.
The Company is currently negotiating new financing to replace existing
lines-of-credit at AIM and JAG. However, there can be no assurance that
such financing, when finalized, will be on terms favorable to the Company.
See Note 19.
19
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
8. Accrued Expenses:
Accrued expenses as of October 31, 1998 consist of:
Accrued co-op advertising, price protection and
product discounts $ 3,075,340
Accrued VAT and corporate taxes payable 2,444,482
Royalties payable 1,897,018
Other 3,312,238
===========
Total $10,729,078
===========
9. Notes Payable:
Term Note
In August 1997, JAG entered into a term note for the purchase of equipment
in the amount of $200,000 payable in 24 monthly installments of $9,230, at
an annual interest rate of 10%. The note is collateralized by a first lien
on substantially all the assets of the Company. As of October 31, 1998, the
principal amount of $97,132 was outstanding on the note.
Notes Payable to Related Parties
In connection with the purchase of Mission, the Company entered into a
purchase money note in the amount of $337,750 payable in 36 monthly
installments of $10,224, at an annual interest rate of 6%. The note was
recorded net of a discount of approximately $22,000 using the Company's
incremental borrowing rate at the date of acquisition of 10.25%. The
discount is being amortized over the term of the note using the "interest
method". As of October 31, 1998, the remaining unamortized discount
amounted to approximately $2,300. The note is collateralized by the issued
and outstanding stock of Mission. Principal payments under the note payable
for the year ending October 31, 1999 is $106,905.
In connection with the acquisition of Mission, the Company assumed debt of
$15,000 in the form of a promissory note, bearing interest at 12% per year
to a related party. The principal balance and any accrued interest is due
in six months upon demand by the related party, or if no demand is made the
obligation is due on December 31, 1998. As of October 31, 1998, the
outstanding principal and interest balance was $16,050. Interest expense
was $3,567 and $1,827 for the years ended October 31, 1997 and 1998. In
December 1998 the promissory note and accrued interest balances were
repaid.
20
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
10. Commitments and Contingencies:
Capital Leases
The Company leases equipment under capital lease agreements which extend
through fiscal year 2002. Future minimum lease payments under these capital
leases, together with the present value of such payments as of October 31,
1998 is as follows:
Year ending October 31:
-----------------------
1999 $ 99,122
2000 75,754
2001 20,179
2002 4,068
-----------
Total minimum lease payments 199,123
Less, amounts representing interest (22,708)
-----------
Present value of minimum obligations under capital leases $ 176,415
===========
In April 1998, the Company recorded a loss of $225,395 for the early
termination of a capital lease for computer equipment. The lease was
scheduled to expire in June 2000 and the early termination resulted in a
cash payment of $233,145 and the write-off of net assets and liabilities
totaling $276,761 and $284,511, respectively.
Lease Commitments
The Company leases 13 office and warehouse facilities. The corporate
headquarters is under a noncancelable operating lease with related parties
and expires in April 2000. Rent expense and certain utility expense under
this lease amounted to $111,400 and $132,719 for the years ended October
31, 1997 and 1998, respectively. The other offices are under noncancelable
operating leases expiring at various times from December 1998 to August
2006. In addition, the Company has leased certain equipment under
noncancelable operating leases which expire through September 2001.
21
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Future minimum rentals required as of October 31, 1998 are as follows:
Year ending October 31:
-----------------------
1999 $ 1,264,927
2000 982,520
2001 794,259
2002 494,837
Thereafter 738,134
-------------
Total minimum lease payments $ 4,274,677
=============
Rent expense amounted to $680,005 and $880,754 for the years ended October
31, 1997 and 1998, respectively.
Legal Proceedings
In August 1998, the Company entered into an agreement to resolve the
litigation that was filed by Navarre Corporation in January 1997 which
alleged that the Company breached a distribution agreement by failing to
remit monies for product returns and marketing charges. The Company agreed
to provide Navarre with product totaling $249,124 by January 31, 1999. If
the Company fails to provide the full amount of product by January 31,
1999, the balance will be payable in cash. In October 1998, the Company
fulfilled its obligation to Navarre.
11. Employee Savings Plans:
In January 1995, the Company established a 401(k) profit sharing plan and
trust (the "Plan"). The Plan is offered to all eligible employees and
participants may make voluntary contributions to the Plan up to 15% of
their salary. The Company does not match employee contributions.
12. Income Taxes:
The Company is subject to foreign withholding taxes in certain countries
where it does business. As of October 31, 1998, the Company had cumulative
federal and state net operating loss carryforwards of approximately
$4,100,000, which if not offset against future taxable income, will expire
in fiscal year 2011.
22
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Income tax expense is as follows:
Years ended October 31,
-------------------------
1997 1998
------ ------
Current:
Federal $ $
State and local 182,967
Foreign 18,421 393,071
Deferred 1,728,577 1,442,526
Increase (decrease) in valuation allowance (1,728,577) (2,383,526)
---------- -----------
Total $ 18,421 $ (364,962)
========== ===========
A reconciliation of the federal statutory income tax rate to the effective
income tax rate is as follows:
1997 1998
------ ------
Effective tax rate reconciliation:
Statutory federal tax rate (benefit) (34.0)% 34.0%
State taxes, net of federal benefit (4.6)% 1.8%
Disqualified ISO disposition (5.3)%
Preacquisition income (6.1)%
Effect of valuation allowance 41.2% (32.0)%
Goodwill amortization 3.3% 3.6%
Other (5.7)% (1.6)%
---------- -----------
.2% (5.6)%
========== ===========
23
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The components of the net deferred tax asset as of October 31, 1998
consists of the following:
Capitalized software $ 3,265,793
Bad debt allowance 866,729
Other 716,280
Foreign tax credit carryforward 348,788
Deferred revenue 136,000
Depreciation and amortization (242,877)
Net operating loss carryforward (4,149,713)
-----------
Net deferred tax asset 941,000
Less, valuation allowance -
-----------
Deferred tax asset $ 941,000
===========
Due to the probability that the Company will utilize the deferred tax asset
in the future, the Company recorded this asset in the amount of $941,000 as
of October 31, 1998.
The net operating loss carryforwards may be subject to limitations under
Section 382 of the Internal Revenue Code, although the Company believes
there will be no such limitation.
13. Stockholders' Equity (See Notes 2, 3, 7 and 14):
Private Placement
In March 1998, the Company sold 158,333 shares of Common Stock in a private
placement and received net proceeds of $898,333.
In May 1998 the Company consummated a private placement of 770,000 shares
of Common Stock and received proceeds of $5,057,000, net of issuance costs.
Class A Preferred Stock
In November 1997, the Company redeemed the 317 shares of Class A Preferred
Stock at the redemption price of $1.00 per share.
Class B Preferred Stock
In February 1997, the holder of Class B Preferred Stock elected to convert
all outstanding shares into 409,791 shares of common stock. Accordingly,
all dividends in arrears became due upon conversion. As an inducement to
enter into such agreement, in February 1997, the Company issued options to
purchase 38,746 shares of Common Stock at an exercise price of $2.41 per
share. Approximately, $100,000 has been recorded as an additional dividend
as a result of the issuance of these options for the fiscal year ended
October 31, 1997, and is reflected in the earnings per share computations
for such period. In addition, the Company entered into a three-year
consulting agreement pursuant to which the Stockholder agreed to provide
management consulting services to the Company in consideration of the
payment of $100,000 over the term of the agreement.
24
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Series A Preferred Stock
In March 1998, the Company issued 1,850,000 shares of Series A Convertible
Preferred Stock in connection with the acquisition of substantially all of
the assets of BMG Interactive Group. The Preferred Stock is convertible on
a one-for-one basis into shares of Common Stock, and is not entitled to
receive dividends and has a liquidation preference of $6.875 per share. In
August 1998, BMG shareholders elected to convert all outstanding shares
into 1,850,000 shares of common stock.
Warrants
In June 1998 the Company, pursuant to a cashless exercise, announced that
the holders of 1,840,000 warrants issued in connection with its initial
public offering, could elect to receive one share of the Company's Common
Stock for two warrants surrendered to the Company at any time until August
25, 1998. As of August 25, 1998, an aggregate of 1,794,366 warrants were
exchanged for 897,183 shares of Common Stock.
In August 1998, the Company issued 160,000 shares of Common Stock in
connection with a cashless exercise of the 320,000 underwriters' warrants
that were issued with its initial public offering.
As of October 31, 1998, there are currently outstanding common stock
purchase warrants for an aggregate of 347,894 shares of the Company's
Common Stock, at prices ranging from $.01 to $6.46.
1994 Stock Option Plan
In August 1994, the Company adopted the 1994 Stock Plan, (the "Plan"),
pursuant to which qualified options to acquire an aggregate of 896,654
shares of common stock, may be granted to key employees, consultants,
officers and directors of the Company. The Plan authorizes the Board to
issue incentive options ("ISO"), as defined in Section 422 of the Internal
Revenue Code (the "Code"). The exercise price of each ISO may not be less
than 100% of the fair market value of the common stock at the time of
grant, except that in the case of a grant to an employee who owns (within
the meaning of Code Section 422) 10% or more of the outstanding stock of
the Company (a "10% Stockholder"), the exercise price shall not be less
than 110% of such fair market value. Each option is to expire at such date
as the Board of Directors determines. Options may not be exercised prior to
one month from the day on which such option is granted, or on or after the
tenth anniversary (fifth anniversary in the case of an ISO granted to a 10%
Stockholder) of their grant. Options may not be transferred during the
lifetime of an option holder.
25
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
As of October 31, 1998, there are currently outstanding stock options for
an aggregate of 639,676 shares of the Company's Common Stock at prices
ranging from $.92 to $2.41 per share expiring at various times from 1999 to
2005.
1997 Stock Option Plan
In January 1997, the stockholders of the Company approved the Company's
1997 Stock Option Plan, as previously adopted by the Company's Board of
Directors (the "Plan"), pursuant to which officers, directors, and/or key
employees and/or consultants of the Company can receive incentive stock
options to purchase up to an aggregate of 400,000 shares of the Company's
Common Stock. In April 1998, the aggregate number of options to be granted
under the Plan was increased to 2,000,000.
The Plans are administered by the Board of Directors. Subject to the
provisions of the Plans, the Board of Directors or any Committee appointed
by the Board of Directors, has the authority to determine the individuals
to whom the stock options are to be granted, the number of shares to be
covered by each option, the option price, the type of option, the option
period, restrictions, if any, on the exercise of the option, the terms for
the payment of the option price and other terms and conditions. Payment by
the option holders upon exercise of an option may be made (as determined)
in cash or other such form of payment acceptable to the Board of Directors.
As of October 31, 1998, there are currently outstanding stock options for
an aggregate of 1,825,204 shares of the Company's Common Stock at prices
ranging from $5.00 to $7.125 per share vesting at various times from 1997
to 2001 and expiring at various times from 2002 to 2008.
Non-Plan Stock Options
In February 1996 and October 1998, the Board of Directors of the Company
authorized the issuance of non-plan stock options to purchase up to 166,320
shares of the Company's Common Stock.
For those options with exercise prices less than fair value at the
measurement date, the difference is amortized over the vesting period.
Compensation expense for the years ended October 31, 1997 and 1998
approximated $17,000 and $121,000, respectively.
26
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
As of October 31, 1998, there are currently outstanding stock options for
an aggregate of 166,320 shares of Common Stock at prices ranging from $1.16
to $2.50 per share vesting from 1998 to 2001 and expiring at various times
from 1999 to 2006.
The following table summarizes the activity in options under the plans
inclusive of non-plan options:
Weighted Average
Shares Exercise Price
----------- ---------------
Options outstanding - November 1, 1996 936,565 $1.02
Granted - exercise price equal to fair value 449,534 $4.71
Exercised (15,000) $0.92
-----------
Options outstanding - October 31, 1997 1,371,099 $2.23
Options exercisable - October 31, 1997 1,073,957
Granted - exercise price equal to fair value 1,540,000 $5.29
Granted - exercise price less than fair value 106,000 $2.14
Exercised (252,000) $0.63
Forfeited (133,899) $5.18
-----------
Options outstanding - October 31, 1998 2,631,200 $4.02
-----------
Options exercisable - October 31, 1998 1,019,008
===========
The following summarizes information about stock options outstanding at
October 31, 1998:
Average
Remaining
Weighted Average Contractual
Exercise Price Range Shares Exercise Price Life
--------------------- --------- ---------------- -----------
$0.92 - $2.41 826,784 $1.37 5.10
$5.00 - $7.125 1,804,416 $5.22 4.61
--------------------- --------- ---------------- -----------
Totals 2,631,200 $4.02 4.64
========= =============== ===========
The Company applies APB No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations in accounting for its plans. Accordingly, no
compensation cost has been recognized for the stock option plans. The
Company has adopted the disclosure-only provision of SFAS No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"). Had
compensation cost for the Company's stock option plan been determined based
on the fair value at the grant date for awards in 1997 and 1998 consistent
with the provisions of SFAS No. 123, the Company's income (loss) and
earnings (loss) per share would have been reduced to the pro-forma amounts
indicated below.
27
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1997 1998
---- ----
Net income (loss)
As reported $(3,623,114) $ 6,014,649
Pro-forma $(3,818,523) $ 5,334,335
Net income (loss) per share from
continuing operations
As reported-Basic $ (.34) $ .44
Pro-forma-Basic $ (.36) $ .39
The pro-forma disclosures shown are not representative of the effects on
income (loss) and earnings (loss) per share in future years.
The fair value of the Company's stock options used to compute pro-forma
income (loss) and earning (loss) per share disclosures is the estimated
present value at the grant date using the Black-Scholes option-pricing
model. The following weighted average assumptions were used to value
grants: expected volatility of 55%; a risk-free interest rate of 5%; and an
expected holding period of four to five years.
14. Extraordinary Event-Gain on Early Extinguishment of Debt:
In July 1998, the Company issued 32,138 shares of Common Stock, having a
market value of $187,353, to Ocean Bank as payment in full for a promissory
note due July 29, 1999. The gain on the early extinguishment of debt
amounted to $62,647.
15. Net Income (Loss) per Share:
The following table provides a reconciliation of basic earnings per share
to dilutive earnings per share for the year ended October 31, 1997 and
1998. The extraordinary gain for the year ended October 31, 1998, has no
significant effect on the EPS calculation and therefore, is not shown
separately.
28
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Per Share
Income (Loss) Shares Amount
------------ ---------- -------
Year Ended October 31, 1997:
Basic EPS $ (3,623,114) 10,664,006 $ (.34)
Effect of dilutive securities -
Stock options and warrants
------------ ---------- -------
Diluted EPS $ (3,623,114) 10,664,006 $ (.34)
============ ========== ========
Year Ended October 31, 1998:
Basic EPS $ 6,014,649 13,713,518 $ .44
Effect of dilutive securities -
Stock options and warrants 2,315,952 (.06)
------------ ---------- -------
Diluted EPS $ 6,014,649 16,029,470 $ .38
============ ========== ========
The computation for diluted number of shares excludes unexercised stock
options and warrants which are antidilutive. The number of such shares were
4,192,298 and 50,000 for the periods ended October 31, 1997 and 1998,
respectively.
16. Comprehensive Income (Loss):
For the years ended October 31, 1997 and 1998, the components of
comprehensive income (loss) were:
October 1997 October 1998
------------ ------------
Net income (loss) $(3,487,698) $ 6,014,649
Change in foreign currency translation adjustment (130,706) 123,273
------------ ------------
Total comprehensive income (loss) $(3,618,404) $ 6,137,922
============ ============
29
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
17. Related-Party Transactions:
In February 1994, the Company entered into a consulting agreement with a
shareholder. The agreement provides for an annual consulting fee of $75,000
and expires in February 1999. The Company owes approximately $66,229 under
the consulting agreement as of October 31, 1998.
During the years ended October 31, 1997 and 1998, IMSI and AIM paid sales
commissions of $18,603 and $39,812, respectively, to an affiliate of a
stockholder. In addition, as of October 31, 1998, there was $42,978 due
from related parties relating to advances made prior to the acquisition of
IMSI. These advances have no repayment terms.
During the years ended October 31, 1997 and 1998, JAG paid sales
commissions of $20,000 and $20,342, respectively, to an affiliate and his
wife. In addition, JAG paid $231,567 and $145,275 for the years ended
October 31, 1997 and 1998, respectively, for purchases of inventory from a
related party.
18. Fourth Quarter Financial Data (Unaudited):
The following table sets forth certain fourth quarter financial information
for fiscal 1998:
Quarter Ended
October 31, 1998
----------------
Net sales $ 63,220,619
Cost of sales 48,228,551
NET income 3,300,362
Net income per share - Basic $ 0.20
Net income per share - Diluted $ 0.19
In the fourth quarter of fiscal 1998, the Company recorded accounts
receivable allowances and inventory provisions of $542,836 and $246,616
respectively, principally at the Company's wholly owned subsidiaries, JAG
and AIM. Additionally, inventory write-offs of $136,227 and capitalized
software write-offs of $158,304 were recorded in the fourth quarter of
fiscal 1998 related to the Company's published game titles.
30
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
19. Subsequent Events (Unaudited):
In December 1998, the Company acquired all the outstanding stock of
Talonsoft, Inc. ("Talonsoft"). Talonsoft is a developer and publisher of
historical strategy games. To effect the acquisition, all of the
outstanding shares of common stock of Talonsoft were exchanged for
1,033,336 shares of common stock of the Company. The acquisition will be
accounted for as a pooling of interests in accordance with APB No. 16. The
unaudited supplemental information for the year ended October 31, 1997 has
been prepared based on the audited historical consolidated statement of
operations of the Company for the year ended October 31, 1997 and the
unaudited statement of operations of Talonsoft for the year ended December
31, 1997. For the year ended October 31, 1998, the unaudited proforma
supplemental information has been prepared based on the audited historical
consolidated statement of operations of the Company for the year ended
October 31, 1998 and Talonsoft's unaudited financial statements for the
period from November 1, 1997 to October 31, 1998. As a result, Talonsoft's
unaudited net sales of approximately $627,377 and net income attributable
to common stockholders' of approximately $36,327 for the period November 1,
1997 through December 31, 1997 have been included in both the unaudited
proforma consolidated financial statements for the years ended October 31,
1997 and 1998. The proforma results for the years ended October 31, 1997
and 1998 are as follows:
Unaudited Proforma Information:
Year Ended Year Ended
October 31, 1997 October 31, 1998
---------------- ----------------
Total revenues:
Take-Two $ 93,676,962 $191,071,672
Talonsoft 3,764,263 3,247,526
------------ ------------
$ 97,441,225 $194,319,198
============ ============
Net income (loss) Attributable to
common stockholders':
Take-Two $ (3,623,114) $ 6,014,649
Talonsoft 217,963 497,491
------------ ------------
$ (3,405,151) $ 6,512,140
============ ============
Net income (loss) per Share - Basic $ (0.29) $ 0.44
============ ============
Net income (loss) per share - Diluted $ (0.29) $ .38
============ ============
31
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
In December 1998, the Company received a commitment letter with NationsBank
(as amended in January 1999) with respect to providing JAG and AIM a
revolving line-of-credit for borrowings of up to $35,000,000 through
September 30, 1999 and $45,000,000 through February 28, 2001. The
commitment is subject to the execution and delivery to the Bank of certain
legal documents. This line will replace the existing credit lines held
separately by JAG and AIM. In addition, the Company plans to merge AIM and
JAG into a new company named Jack of All Games, Inc. ("Jack"). The proposed
advances under the line-of-credit are based on a borrowing formula equal to
the lesser of (i) the maximum borrowing amount or (ii) 80% of eligible
accounts receivable plus 50% of eligible inventory. Interest on such
advances are to be calculated based upon NationsBank's prime rate plus a
percentage which ranges from 0.5% to 0% depending on ratios defined in the
financial covenants and is payable monthly. Jack must maintain at all times
certain levels of tangible net worth as defined in the agreement.
Borrowings under the line-of-credit will be collateralized by a lien on the
assets of Jack and are to be guaranteed by the Company. The loan agreement
will limit or prohibit Jack, subject to certain exceptions, from declaring
or paying cash dividends, merging or consolidating with another corporation
(excluding the Company), selling assets (other than in the ordinary course
of business), creating liens and incurring additional indebtedness. The
line-of-credit will expire on February 28, 2001.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly signed this report on its behalf
by the undersigned, thereunto duly authorized on the 29th day of January 1999.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
By: /s/ Ryan A. Brant
-----------------------------------------
Ryan A. Brant, Chief Executive Officer
In accordance with the requirements of the Securities Exchange Act of 1934, this
report was signed by the following persons in the capacities and on the dates
stated.
Signature Title Date
- --------- ----- ----
/s/Ryan A. Brant Chief Executive Officer and January 29, 1999
- ------------------------- Director (Principal Executive
Ryan A. Brant Officer)
/s/ Larry Muller Chief Financial Officer January 29, 1999
- ------------------------- (Principal Financial
Larry Muller Officer)
/s/Anthony R. Williams Chief Operating Officer and January 29, 1999
- ------------------------- and (Principal Accounting
Anthony R. Williams Officer)
/s/ Barbara A. Ras Chief Accounting Officer and January 29, 1999
- ------------------------- Secretary
Barbara A. Ras
Director January 29, 1999
- -------------------------
Oliver R. Grace, Jr.
Director January 29, 1999
- -------------------------
Neil S. Hirsch
/s/Kelly Sumner Director January 29, 1999
- -------------------------
Kelly Sumner
Director January 29, 1999
- -------------------------
Robert Flug
/s/Robert Alexander Director January 29, 1999
- -------------------------
Robert Alexander
-26-