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8-K - 8-K - THQ INCa063020118-k.htm




FOR IMMEDIATE RELEASE



Lisa Mueller
THQ Investor Relations
818/871-5125

Angela Emery
THQ Media Relations
818/871-8650

THQ REPORTS FISCAL 2012 FIRST QUARTER RESULTS
Second-Half of Fiscal 2012 to be Driven by Releases of Proven Franchises
Saints Row, WWE, UFC and uDraw

AGOURA HILLS, Calif., July 27, 2011 -- THQ Inc. (NASDAQ: THQI) today reported financial results for the first quarter ended June 30, 2011.

For the fiscal first quarter ended June 30, 2011, THQ reported net sales of $195.2 million, compared with $149.4 million in the prior-year period. On a non-GAAP basis, for the three months ended June 30, 2011, the company reported net sales of $141.2 million, compared with $160.3 million a year ago.

For the three months ended June 30, 2011, the company reported a net loss of $38.4 million, or $0.56 per diluted share, compared with a net loss of $30.1 million, or $0.44 per diluted share, in the prior-year period. On a non-GAAP basis, for the three months ended June 30, 2011, the company reported a net loss of $64.4 million, or $0.94 per diluted share, compared with a non-GAAP net loss of $14.4 million, or $0.21 per diluted share, in the prior-year period.

A reconciliation of non-GAAP to GAAP results is provided in the accompanying financial tables, and a supplemental consolidated reconciliation can be found at http://investor.thq.com.

“We are disappointed in our first quarter financial performance. Sales of Red Faction: Armageddon and our licensed kids titles were below our expectations, and the late release of UFC Personal Trainer also adversely impacted the quarter,” said Brian Farrell, THQ President and Chief Executive Officer. “Despite a light first half, we are looking forward to a strong and profitable second half, including what we expect to be the biggest third quarter, both in revenue and earnings per share, in our company's history, with proven franchises Saints Row, WWE and the uDraw GameTablet, all launching in November.”











Fiscal 2012 First Quarter Highlights and Recent Developments

The company's line-up featured at the Electronic Entertainment Expo ("E3") garnered 25 awards from more than 50 nominations across the portfolio for upcoming titles such as Saints Row®: The Third™, Darksiders® II, Metro: Last Light™, WWE®'12, UFC® Undisputed™ 3, Warhammer® 40,000®: Space Marine®, Devil's Third™, and inSANE™, as well as for the uDraw GameTablet®.

The company announced an agreement with Turtle Rock Studios Inc., the creators of the multiple award-winning “Left 4 Dead,” to publish a new core title scheduled to be released in calendar 2013.

On June 15, 2011, top-industry talent Patrice Désilets joined THQ, working out of its Montreal, Quebec development studio on a new original AAA title.

Building on last year's successful launch of the uDraw GameTablet for Wii, THQ unveiled plans to bring uDraw™ to Xbox 360® and PlayStation® 3 high-definition consoles this fall with new creative functions and touch-screen features. The company is in production of a number of new uDraw titles, including Disney Princess, Marvel Super Hero Squad, and upgraded versions of our uDraw Studio™ software and Pictionary.

Digital Highlights

THQ continues to focus on its four-pillar digital strategy: 1) create a digital ecosystem around key title console launches such as the November 15 release of Saints Row: The Third, which includes a robust DLC schedule, online Season Pass, and in-game store for consumables; 2) create a critical mass of users on social media platforms such as Facebook and mobile platforms including iOS and Android™, using THQ-owned or branded content, such as the upcoming fall release of Margaritaville® Online based on Jimmy Buffett's popular brand; 3) create an ongoing digital revenue stream with the launch of the company's MMO, Warhammer® 40,000®: Dark Millennium™ Online; and 4) continue to drive digital end user sales through existing channels as well as the re-launch of THQ.com.

Second Fiscal Quarter 2012 Release Schedule

THQ has announced the following releases scheduled for the second quarter of fiscal 2012:

Title
Platforms
Warhammer 40,000: Space Marine
Xbox 360, PlayStation 3, PC
Penguins of Madagascar™
Kinect™ for Xbox 360, PlayStation 3, uDraw GameTablet for Wii™, Nintendo DS™
Barbie® Jet, Set and Style™
Wii, Nintendo DS






Second Half Fiscal 2012 Release Highlights

THQ has announced several key releases scheduled for the second half of fiscal 2012, including:

Title
Platforms
Saints Row: The Third
Xbox 360, PlayStation 3, PC
uDraw HD GameTablet
Xbox 360, PlayStation 3
WWE '12
Xbox 360, PlayStation 3, PC
UFC Undisputed 3
Xbox 360, PlayStation 3, PC

                
Investor Conference Call

THQ will host a conference call to discuss fiscal 2012 first quarter results, and fiscal 2012 guidance today at 2:00 p.m. Pacific/5:00 p.m. Eastern. Please dial (877) 356-8075 domestic or (706) 902-0203 international, conference ID 80975948 to listen to the call or visit the THQ Inc. Investor Relations Home page at http://investor.thq.com. The online archive of the broadcast will be available approximately two hours after the live call ends. In addition, a telephonic replay of the conference call will be provided approximately two hours after the live call ends through July 29, 2011 by dialing (800) 642-1687 domestically, or (706) 645-9291 internationally, conference ID 80975948.

Non-GAAP Financial Measures

In addition to results determined in accordance with GAAP, the company discloses certain non-GAAP financial measures that exclude the following:

stock-based compensation expense,
the impact of certain deferred revenue and related costs,
business realignment expense,
impact of capitalized interest,
other-than-temporary impairment on investments and any subsequent realized gains on those investments, and mark-to-market adjustments on investments, and
other significant charges and benefits.

For non-GAAP purposes, the company uses a fixed, long-term projected tax rate of 15% to evaluate its operating performance, as well as to forecast, plan and analyze future periods.






THQ may consider whether other significant items that arise in the future should also be excluded in calculating the non-GAAP financial measures it uses. The company excludes these expenses from its non-GAAP financial measures primarily because its management does not believe they reflect the company's primary business, ongoing operating results or future outlook. THQ's management believes that the use of non-GAAP financial measures provides meaningful supplemental information regarding its financial condition and results of operations, and helps investors compare actual results to its long-term operating goals as well as to its performance in prior periods. The non-GAAP financial measures included in this earnings release have been reconciled to the comparable GAAP results in the accompanying tables, and should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.

In addition to the reasons stated above, which are generally applicable to each of the items THQ excludes from its non-GAAP financial measures, the company's management uses certain of the non-GAAP financial measures for the following reasons:

Stock-Based Compensation. THQ does not consider stock-based compensation charges when evaluating the performance of its business or formulating its operating plans. Stock-based compensation charges are subject to significant fluctuation outside of the control of management due to the variables used to estimate the fair value of a share-based payment, such as THQ's stock price, interest rates and the volatility of the company's stock price. Further, when considering the impact of equity award grants, THQ places a greater emphasis on the use of such grants as retention tools for long-term stockholder value creation, as well as overall stockholder dilution, rather than the accounting charges associated with such grants.

Deferred Revenue/Costs. The company recognizes the revenue and related costs from the sale of certain titles for which the online service is determined to be a deliverable over the estimated online service period. Although the company defers the recognition of all or a portion of its net revenue and costs with respect to these titles, there is no impact to its operating cash flow. THQ's management excludes the impact of deferred net revenue and costs when evaluating the company's operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team.

Business Realignment Expense. Although THQ has incurred business realignment expenses in the past, each charge relates to a discrete event based on a unique set of business objectives. Management does not believe these charges reflect the company's primary business, ongoing operating results or future outlook. As such, the company believes it is appropriate to exclude these expenses from its non-





GAAP financial measures.

Impact of Capitalized Interest. The company capitalizes interest expense as a component of capitalized software development. THQ's management considers interest cost to be a financing cost in the period in which it is incurred, and thus excludes the impact of the capitalization of interest costs to software development and the subsequent amortization expense when evaluating the company's operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team.

Other significant charges and benefits. THQ does not consider certain significant charges and benefits that are related to discrete events or market conditions to be indicative of ongoing operating results or future outlook. As a result, the company believes it is appropriate to exclude expenses and benefits such as legal settlements or market-related impairments, from its non-GAAP financial measures.

Fiscal Periods

Our fiscal year ends on the Saturday nearest March 31st. For simplicity, we present all fiscal periods as ending on a calendar month end. Our fiscal 2012 first quarter ended on July 2, 2011. Our fiscal 2011 first quarter ended on July 3, 2010.

About THQ

THQ Inc. (NASDAQ: THQI) is a leading worldwide developer and publisher of interactive entertainment software. The company develops its products for all popular game systems, personal computers, wireless devices and the Internet. Headquartered in Los Angeles County, California, THQ sells product through its global network of offices located throughout North America, Europe and Asia Pacific. More information about THQ and its products may be found at http://www.thq.com/. THQ, Darksiders, Devil's Third, inSANE, Metro: Last Light, Red Faction, Red Faction: Armageddon, Saints Row, Saints Row: The Third, uDraw, UDraw GameTablet, uDraw Studio and their respective logos are trademarks and/or registered trademarks of THQ Inc.

Microsoft, Xbox, Xbox 360, Xbox LIVE, the Xbox logos, and the Xbox LIVE Arcade logo are either registered trademarks or trademarks of Microsoft Corporation in the U.S. and/or other countries.
"PlayStation" is a registered trademark of Sony Computer Entertainment Inc.
Wii, Nintendo DS and Nintendo DSi are trademarks of Nintendo.
All other trademarks are property of their respective owners.






THQ Inc. Caution Concerning Forward-Looking Statements
This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, the company's expectations for the second half of the fiscal year ending March 31, 2012, and for the company's product releases in future periods. These forward-looking statements are based on current expectations, estimates and projections about the business of THQ Inc. and its subsidiaries (collectively referred to as "THQ") and are based upon management's beliefs and certain assumptions made by management. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to, economic, competitive and technological factors affecting the operations, markets, products, services and pricing of THQ. Unless otherwise required by law, THQ disclaims any obligation to update its view on any such risks or uncertainties or to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the risk factors and the information that could materially affect THQ's financial results, described in other documents that THQ files from time to time with the Securities and Exchange Commission, including its Quarterly Reports on Form 10-Q and its Annual Report on Form 10-K for the fiscal year ended March 31, 2011, and particularly the discussion of risk factors that may affect results of operations set forth therein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

###

FINANCIAL TABLES TO FOLLOW












THQ Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations
(In thousands, except per share data)

 
 
Three Months Ended June 30,
 
 
 
2011
 
2010
 
 
 
 
 
 
 
 
Net sales
$
195,153

 
$
149,379

 
 
Cost of sales:
 

 
 

 
 
Product costs
67,063

 
60,703

 
 
Software amortization and royalties
64,920

 
33,353

 
 
License amortization and royalties
8,139

 
20,890

 
 
Total cost of sales
140,122

 
114,946

 
 
 
 

 
 

 
 
Gross profit
55,031

 
34,433

 
 
Operating expenses:
 

 
 

 
 
Product development
30,189

 
16,475

 
 
Selling and marketing
50,676

 
33,626

 
 
General and administrative
12,049

 
11,844

 
 
Restructuring
(140
)
 
168

 
 
Total operating expenses
92,774

 
62,113

 
 
 
 

 
 

 
 
Operating loss
(37,743
)
 
(27,680
)
 
 
Interest and other income (expense), net
443

 
(1,590
)
 
 
Loss before income taxes
(37,300
)
 
(29,270
)
 
 
Income taxes
1,145

 
840

 
 
Net loss
$
(38,445
)
 
$
(30,110
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss per share — basic
$
(0.56
)
 
$
(0.44
)
 
 
Loss per share — diluted
$
(0.56
)
 
$
(0.44
)
 
 
 
 
 
 
 
 
Shares used in per share calculation — basic
68,318

 
67,745

 
 
Shares used in per share calculation — diluted
68,318

 
67,745

 
 
 
 
 
 
 






THQ Inc. and Subsidiaries
Reconciliation of GAAP net loss to Non-GAAP net loss (a) 
(In thousands, except per share data)

 
 
 
For the Three Months
Ended June 30,
 
 
 
 
2011
 
2010
 
 
Net sales
 
$
195,153

 
$
149,379

 
 
Changes in deferred net revenue
 
(53,914
)
 
10,890

 
 
Non-GAAP net sales
 
$
141,239

 
$
160,269

 
 
 
 
 
 
 
 
 

 
 
 
For the Three Months
Ended June 30,
 
 
 
 
2011
 
2010
 
 
Operating loss
 
$
(37,743
)
 
$
(27,680
)
 
 
Non-GAAP adjustments affecting operating loss:
 
 
 
 
 
 
Changes in deferred net revenue
 
(53,914
)
 
10,890

 
 
Changes in deferred cost of sales
 
9,398

 
(1,254
)
 
 
Business realignment expenses (b)
 
4,691

 
168

 
 
Stock-based compensation
 
1,631

 
2,528

 
 
Amortization of capitalized interest (c)
 
1,196

 

 
 
Total non-GAAP adjustments affecting operating loss
 
(36,998
)
 
12,332

 
 
Non-GAAP operating loss
 
$
(74,741
)
 
$
(15,348
)
 
 
 
 
 
 
 
 


 
 
 
For the Three Months
Ended June 30,
 
 
 
 
2011
 
2010
 
 
Net loss
 
$
(38,445
)
 
$
(30,110
)
 
 
Non-GAAP adjustments:
 
 
 
 
 
 
Non-GAAP adjustments affecting operating loss
 
(36,998
)
 
12,332

 
 
Capitalized interest expense (c)
 
(1,409
)
 

 
 
Income tax adjustments (d)
 
12,501

 
3,380

 
 
Non-GAAP net loss
 
$
(64,351
)
 
$
(14,398
)
 
 
 
 
 
 
 
 
 
Non-GAAP loss per share — diluted
 
$
(0.94
)
 
$
(0.21
)
 
___________________
Notes:
(a)
See explanation above regarding the company's practice on reporting non-GAAP financial measures.
(b)
In the first quarter of fiscal 2012, in connection with the closure of its THQ Digital Warrington studio, the company recorded a $1.4 million write-off of capitalized software development for an unnamed game that was cancelled as a result of the closure.  Business realignment charges in the three months ended June 30, 2011 also includes cash severance charges and other employee-related costs totaling $3.4 million related to the current quarter notification to employees of position eliminations in connection with this and previously announced business realignment plans. 
(c)
Represents interest expense capitalized to software development and subsequent amortization.
(d)
For non-GAAP purposes, the company uses a fixed, long-term projected tax rate of 15% to evaluate its operating performance, as well as to forecast, plan and analyze future periods.












THQ Inc. and Subsidiaries
Unaudited Consolidated Balance Sheets
(In thousands)

 
 
June 30,
2011
 
March 31,
2011
 
 
ASSETS
 
 
 
 
 
Cash and cash equivalents
$
119,036

 
$
85,603

 
 
Accounts receivable, net of allowances
50,275

 
161,574

 
 
Inventory
26,946

 
31,905

 
 
Licenses
47,064

 
32,869

 
 
Software development
221,850

 
222,631

 
 
Deferred income taxes
8,414

 
8,200

 
 
Prepaid expenses and other current assets
48,435

 
56,908

 
 
Total current assets
522,020

 
599,690

 
 
Property and equipment, net
29,414

 
28,960

 
 
Licenses, net of current portion
84,530

 
85,367

 
 
Software development, net of current portion
37,146

 
49,858

 
 
Deferred income taxes
516

 
516

 
 
Other long-term assets, net
10,079

 
10,014

 
 
TOTAL ASSETS
$
683,705

 
$
774,405

 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
Accounts payable
$
77,028

 
$
100,550

 
 
Accrued and other current liabilities
159,152

 
137,922

 
 
Deferred revenue, net
86,824

 
141,060

 
 
Total current liabilities
323,004

 
379,532

 
 
Other long-term liabilities
88,217

 
88,042

 
 
Convertible senior notes
100,000

 
100,000

 
 
Total liabilities
511,221

 
567,574

 
 
Total stockholders' equity
172,484

 
206,831

 
 
TOTAL LIABILITIES AND EQUITY
$
683,705

 
$
774,405

 
 
 
 
 
 
 








THQ Inc. and Subsidiaries
Unaudited Supplemental Financial Information
(In thousands)

 
 
 
Three Months Ended
 
 
Platform Revenue Mix
 
June 30, 2011
 
June 30, 2010
 
 
Consoles
 
 
 
 
 
 
 
 
 
 
Microsoft Xbox 360
 
$
51,542

 
36.5
%
 
$
50,215

 
31.3
%
 
 
Nintendo Wii
 
19,024

 
13.5

 
19,160

 
12.0

 
 
Sony PlayStation 3
 
35,782

 
25.3

 
52,794

 
32.9

 
 
Sony PlayStation 2
 
1,019

 
0.7

 
4,703

 
2.9

 
 
 
 
107,367

 
76.0

 
126,872

 
79.1

 
 
Handheld
 
 
 
 
 
 
 
 
 
 
Nintendo Dual Screen
 
21,284

 
15.1

 
19,666

 
12.3

 
 
Sony PlayStation Portable
 
2,122

 
1.5

 
4,341

 
2.7

 
 
Wireless
 
736

 
0.5

 
1,589

 
1.0

 
 
 
 
24,142

 
17.1

 
25,596

 
16.0

 
 
 
 
 
 
 
 
 
 
 
 
 
PC
 
9,730

 
6.9

 
7,801

 
4.9

 
 
Non-GAAP net sales
 
141,239

 
100.0
%
 
160,269

 
100.0
%
 
 
Changes in deferred net revenue
 
53,914

 
 
 
(10,890
)
 
 
 
 
Net sales
 
$
195,153

 
 
 
$
149,379

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Geographic Revenue Mix
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
87,743

 
62.1
%
 
$
108,026

 
67.4
%
 
 
Foreign
 
53,496

 
37.9

 
52,243

 
32.6

 
 
Non-GAAP net sales
 
141,239

 
100.0
%
 
160,269

 
100.0
%
 
 
Changes in deferred net revenue
 
53,914

 
 
 
(10,890
)
 
 
 
 
Net sales
 
$
195,153

 
 
 
$
149,379