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8-K - 8-K - TAKE TWO INTERACTIVE SOFTWARE INCa13-12278_18k.htm

Exhibit 99.1

 

 

 

CONTACT:

FOR IMMEDIATE RELEASE

 

 

(Investor Relations)

(Corporate Press)

Henry A. Diamond

Alan Lewis

Senior Vice President

Vice President

Investor Relations & Corporate Communications

Corporate Communications & Public Affairs

Take-Two Interactive Software, Inc.

Take-Two Interactive Software, Inc.

(646) 536-3005

(646) 536-2983

Henry.Diamond@take2games.com

Alan.Lewis@take2games.com

 

Take-Two Interactive Software, Inc. Reports Strong Results for Fourth Quarter and Fiscal Year 2013

 

Non-GAAP Net Revenue for Fiscal Year 2013 Grew 48% to $1.222 Billion

 

Non-GAAP Net Income for Fiscal Year 2013 Increased to $0.36 Per Diluted Share

 

Company Expects Non-GAAP Net Income Per Diluted Share of $2.05 to $2.30 for Fiscal Year 2014

 

New York, NY — May 13, 2013 — Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today reported strong financial results for its fourth quarter and fiscal year 2013, ended March 31, 2013.  In addition, the Company provided its initial financial outlook for its first quarter and fiscal year 2014.

 

Fiscal Fourth Quarter 2013

 

For fiscal fourth quarter 2013, GAAP net revenue was $299.5 million, as compared to $148.1 million for fiscal fourth quarter 2012.  Non-GAAP net revenue was $303.1 million, as compared to $148.1 million for the year-ago period.  GAAP net income from continuing operations was $21.2 million, or $0.23 per diluted share, as compared to a net loss of $66.0 million, or $0.78 per diluted share, for the year-ago period.  Non-GAAP net income was $42.9 million, or $0.38 per diluted share, as compared to a Non-GAAP net loss of $50.9 million, or $0.60 per diluted share, for the year-ago period.  As of March 31, 2013, the Company had cash and cash equivalents of $402.5 million.

 

The largest contributors to net revenue in fiscal fourth quarter 2013 were the release of BioShock® Infinite; catalog sales led by Grand Theft Auto® IV, Red Dead Redemption® and Sid Meier’s Civilization® V; continuing sales of NBA® 2K13 and Borderlands® 2; and the release of Major League Baseball® 2K13.  Catalog sales accounted for 25% of Non-GAAP net revenue.  Revenue from digitally delivered content grew 192% year-over-year and accounted for 27% of Non-GAAP net revenue, driven by offerings for Borderlands 2, BioShock Infinite, the Grand Theft Auto franchise and NBA 2K13.

 

Fiscal Year 2013

 

For fiscal year 2013, GAAP net revenue was $1.214 billion, as compared to $825.8 million for fiscal year 2012.  Non-GAAP net revenue was $1.222 billion, as compared to $825.8 million for the prior fiscal year.  GAAP net loss from continuing operations was $31.2 million, or $0.36 per diluted share, as compared to $107.7 million, or $1.30 per diluted share, for the prior fiscal year.  Non-GAAP net income was $33.1 million, or $0.36 per diluted share, as compared to a Non-GAAP net loss of $59.4 million, or $0.71 per diluted share, for the prior fiscal year.  Both GAAP loss from continuing operations and Non-GAAP net income for fiscal year 2013 include the $15 million negative impact from a one-time contractual obligation, which was recorded in fiscal first quarter 2013.

 



 

The largest contributors to net revenue in fiscal year 2013 were Borderlands 2, NBA 2K13, BioShock Infinite, Max Payne® 3, Grand Theft Auto IV, XCOM®: Enemy Unknown and Red Dead Redemption.  Revenue from digitally delivered content grew 148% year-over-year and accounted for 22% of Non-GAAP net revenue, driven by offerings for Borderlands 2, the Grand Theft Auto franchise, NBA 2K13, Sid Meier’s Civilization V and XCOM: Enemy Unknown.

 

Management Comments

 

“Take-Two delivered strong revenue growth and solid non-GAAP earnings for fiscal year 2013, driven by robust demand for our groundbreaking new releases, iconic catalog titles and expanding portfolio of digitally delivered offerings,” said Strauss Zelnick, Chairman and CEO of Take-Two.  “With BioShock Infinite, Borderlands 2, NBA 2K13 and XCOM: Enemy Unknown, our 2K label released four of the past year’s most critically acclaimed titles.  Our commitment to delight consumers with the highest-quality interactive entertainment experiences enabled Take-Two to have an outstanding year, despite a challenging environment for many in our industry.

 

“2013 is the 20th anniversary of Take-Two’s founding and, today, our Company is better positioned for success than at any other time in its history.  With Rockstar Games launching Grand Theft Auto V in September, fiscal 2014 is poised to be one of our best years ever.  Looking ahead, we have an extensive pipeline of next-generation and emerging platform titles in development, including both new intellectual property and releases from our proven franchises.  As a result, our current outlook is to be profitable on a non-GAAP basis in fiscal 2015 and for the foreseeable future.”

 

Business and Product Highlights

 

Since January 1, 2013:

 

Rockstar Games:

 

·                  Announced that it plans to launch Grand Theft Auto V worldwide on September 17, 2013.

 

2K:

 

·                  Launched BioShock Infinite on March 26, 2013.  Developed by Irrational Games, the title was called “a masterpiece” by NBC News and is the highest rated game of 2013 to date with perfect review scores from Game Informer, Eurogamer, USA Today, Associated Press, Entertainment Weekly and many more.  BioShock Infinite was the top-selling console title in March,* enjoyed significantly higher first month sell-through than any other BioShock release, and has sold-in more than 3.7 million units to date.  The title has experienced solid demand for the BioShock Infinite Season Pass, which offers all three upcoming downloadable add-on content packs at a discounted price.

·                  Released Major League Baseball 2K13 on March 5, 2013, pursuant to a new license with Major League Baseball and related entities.  The title features Tampa Bay Rays’ Cy Young Award winning pitcher David Price as cover athlete and is again being supported with the Perfect Game Challenge, 2K’s groundbreaking $1 million competition.

·                  Released the Borderlands 2: Add-On Content Pack at retail on February 26, 2013.  The pack includes Borderlands 2’s first two add-on campaigns, as well as a fifth playable character packaged together on a single disc.

·                  Released two new free-to-play mobile titles designed exclusively for iOS by its award winning Firaxis Games studio, Haunted Hollow™ and Sid Meier’s Ace Patrol™.

·                  Pro Baseball® 2K, our online baseball simulation game created in partnership with Nexon, launched commercially in Korea on May 2, 2013.

·                  Entered into an exclusive multi-year agreement with WWE granting 2K the exclusive worldwide rights to publish the popular WWE video game franchise across all major platforms and distribution channels. The series, which will continue to be developed by Yukes in Japan, will combine the studio’s signature gameplay with 2K’s commitment to authenticity in WWE® 2K14, which is planned for release on October 29, 2013.

·                  Announced that The Bureau: XCOM® Declassified™, 2K Marin’s third-person squad-based tactical shooter, is planned for release on August 20, 2013 in North America and August 23, 2013 internationally for the Xbox 360, PS3 and PC.  The Bureau will deliver a new experience within the XCOM universe, telling the origin story of the clandestine XCOM organization and mankind’s first encounter with the mysterious alien threat.

 



 

·                  Announced that Sid Meier’s Civilization V: Brave New World, the second expansion pack for the award-winning Civilization V, is currently in development and is planned for release on July 9, 2013 for the PC and Mac®.

·                  Announced that XCOM: Enemy Unknown will be available for iOS-equipped mobile devices this summer.  Developed by Firaxis Games, XCOM: Enemy Unknown was one of the most critically acclaimed console and PC releases of 2012.

 


* According to The NPD Group estimates of U.S. retail video game sales for March 2013.

 

Financial Outlook for Fiscal 2014

 

Take-Two is providing its financial outlook for its fiscal first quarter ending June 30, 2013 and fiscal year ending March 31, 2014 as follows:

 

 

 

First Quarter
Ending 6/30/2013

 

Fiscal Year
Ending 3/31/2014

 

 

 

 

 

Non-GAAP Net Revenue

 

$100 to $125 Million

 

$1.75 to $1.85 Billion

 

 

 

 

 

Non-GAAP net income (loss) per diluted share

 

($0.70) to ($0.55)

 

$2.05 to $2.30

 

 

 

 

 

Stock-based compensation expense per share (1)

 

$0.09

 

$0.37

 

 

 

 

 

Non-cash amortization of discount on convertible notes per share

 

$0.06

 

$0.17

 

 

 

 

 

Non-cash tax expense per share

 

$0.00

 

$0.02

 


(1)         The Company’s stock-based compensation expense for the periods above includes the cost of approximately 1.9 million shares issued to ZelnickMedia that are subject to variable accounting.  Actual expense to be recorded in connection with these shares is dependent upon several factors, including future changes in Take-Two’s stock price.

 

Key assumptions and dependencies underlying the Company’s financial outlook include: the timely delivery of the titles included in this financial outlook; the ability to develop and publish products that capture market share for video game and computer entertainment systems; and stable foreign exchange rates.  See also “Cautionary Note Regarding Forward Looking Statements” below.

 

Product Releases

 

The following titles were released since January 1, 2013:

 

Label

 

Title

 

Platforms

 

Release Date

2K

 

Herd, Herd, Herd

 

Android

 

January 9, 2013

2K

 

NBA 2K13 All-Star presented by Sprite (DLC)

 

Xbox 360, PS3

 

January 9, 2013

2K

 

BioShock: Ultimate Rapture Edition

 

Xbox 360, PS3

 

January 15, 2013

2K

 

Borderlands 2: Sir Hammerlock’s Big Game Hunt (DLC)

 

Xbox 360, PS3, PC

 

January 15, 2013

Rockstar Games

 

Max Payne 3: Deathmatch Made In Heaven Mode Pack (DLC)

 

Xbox 360, PS3, PC

 

January 22, 2013

2K

 

Sid Meier’s Civilization V: Gold Edition

 

PC

 

February 19, 2013

2K

 

Borderlands 2: Add-On Content Pack

 

Xbox 360, PS3

 

February 26, 2013

2K

 

Major League Baseball 2K13

 

Xbox 360, PS3

 

March 5, 2013*

2K

 

MLB 2K13/NBA 2K13 Combo Pack

 

Xbox 360, PS3

 

March 5, 2013

2K

 

WWE ‘13

 

Xbox 360. PS3

 

March 15, 2013

2K

 

BioShock Infinite

 

Xbox 360, PS3, PC

 

March 26, 2013

2K

 

Borderlands 2: Ultimate Vault Hunters Upgrade Pack (DLC)

 

Xbox 360, PS3, PC

 

April 2, 2013

2K

 

Haunted Hollow

 

iOS

 

May 2, 2013

2K

 

Sid Meier’s Ace Patrol

 

iOS

 

May 9, 2013

 


*North American release date; international release date typically follows three days after.

 



 

Take-Two’s lineup of future titles announced to date includes:

 

Label

 

Title

 

Platforms

 

Planned Release

2K

 

Borderlands 2: Psycho Pack (DLC)

 

Xbox 360, PS3, PC

 

May 14, 2013

2K

 

Borderlands 2: Tiny Tina’s Assault on Dragon Keep (DLC)

 

Xbox 360, PS3, PC

 

June 25, 2013

2K

 

Sid Meier’s Civilization V: Brave New World

 

PC, Mac

 

July 9, 2013

2K

 

The Bureau: XCOM Declassified

 

Xbox 360, PS3, PC

 

August 20, 2013*

2K

 

XCOM: Enemy Unknown

 

iOS

 

Summer 2013

Rockstar Games

 

Grand Theft Auto V

 

Xbox 360, PS3

 

September 17, 2013

2K

 

NBA 2K14

 

TBA

 

October 1, 2013

2K

 

WWE 2K14

 

Xbox 360, PS3

 

October 29, 2013

 


*North American release date; international release date typically follows three days after.

 

Conference Call

 

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

 

Non-GAAP Financial Measures

 

In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses Non-GAAP measures of financial performance.  The Company believes that these Non-GAAP financial measures, when taken into consideration with the corresponding GAAP financial measures, are important in gaining an understanding of the Company’s ongoing business. These Non-GAAP financial measures also provide for comparative results from period to period.  Therefore, the Company believes it is appropriate to exclude the impact of certain items as follows:

 

·                  Net effect from deferral in net revenues - the Company defers revenue and related costs from the sale of certain titles that have undelivered elements upon the sale of the game and recognizes that revenue upon the delivery of the undelivered elements.  As there is no impact to the Company’s operating cash flow, management excludes the impact of deferred net revenue and related costs from its Non-GAAP financial measures when evaluating the Company’s operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team.  In addition, we believe that these Non-GAAP financial measures provide a more timely indication of trends in our business, provide comparability with the way our business is measured by analysts, and provide consistency with industry data sources.

 

·                  Stock-based compensation — the Company does not consider stock-based compensation charges when evaluating business performance and management does not contemplate stock-based compensation expense in its short- and long-term operating plans.  As a result, the Company has excluded such expenses from its Non-GAAP financial measures.

 

·                  Business reorganization, restructuring and related expenses — although the Company has incurred business reorganization 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 and related charges from its Non-GAAP financial measures.

 

·                  Income (loss) from discontinued operations — the Company does not engage in sales of subsidiaries on a regular basis and therefore believes it is appropriate to exclude such gains (losses) from its Non-GAAP financial measures.  As the Company is no longer active in its discontinued operations, it believes it is appropriate to exclude income (losses) thereon from its Non-GAAP financial measures.

 

·                  Professional fees and expenses associated with unusual legal and other matters — the Company has incurred expenses for legal professional fees that are outside its ordinary course of business. As a result, the Company has excluded such expenses from its Non-GAAP financial measures.

 

·                  Non-cash amortization of discount on convertible notesthe Company records non-cash amortization of discount on convertible notes as interest expense in addition to the interest expense already recorded for coupon payments.  The Company excludes the non-cash portion of the interest expense from its Non-GAAP financial measures because these amounts are unrelated to its ongoing business operations.

 



 

·                  Non-cash tax expense for the impact of deferred tax liabilities associated with tax deductible amortization of goodwill — due to the nature of the adjustment as well as the expectation that it will not have any cash impact in the foreseeable future, the Company believes it is appropriate to exclude this expense from its Non-GAAP financial measures.

 

These Non-GAAP financial measures are not intended to be considered in isolation from, as a substitute for, or superior to, GAAP results.  These Non-GAAP financial measures may be different from similarly titled measures used by other companies.

 

About Take-Two Interactive Software

 

Headquartered in New York City, Take-Two Interactive Software, Inc. is a leading developer, marketer and publisher of interactive entertainment for consumers around the globe.  The Company develops and publishes products through its two wholly-owned labels Rockstar Games and 2K.  Our products are designed for console systems, handheld gaming systems and personal computers, including smartphones and tablets, and are delivered through physical retail, digital download, online platforms and cloud streaming services.  The Company’s common stock is publicly traded on NASDAQ under the symbol TTWO. For more corporate and product information please visit our website at http://www.take2games.com.

 

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

 

Cautionary Note Regarding Forward-Looking Statements

 

The statements contained herein which are not historical facts are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for the Company’s future business and financial performance. Such forward-looking statements are based on the current beliefs of our management as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including: our dependence on key management and product development personnel, our dependence on our Grand Theft Auto products and our ability to develop other hit titles for current and next-generation platforms, the timely release and significant market acceptance of our games, the ability to maintain acceptable pricing levels on our games, our ability to raise capital if needed and risks associated with international operations. Other important factors and information are contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012, in the section entitled “Risk Factors,” and the Company’s other periodic filings with the SEC, which can be accessed at www.take2games.com. All forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

#  #  #

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

 

 

Three months ended March 31,

 

Twelve months ended March 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

299,487

 

$

148,084

 

$

1,214,483

 

$

825,823

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

Software development costs and royalties

 

57,576

 

35,401

 

317,756

 

164,487

 

Product costs

 

71,479

 

47,845

 

316,072

 

255,236

 

Licenses

 

9,802

 

32,062

 

57,285

 

74,976

 

Internal royalties

 

15,463

 

1,158

 

24,724

 

34,156

 

Total cost of goods sold

 

154,320

 

116,466

 

715,837

 

528,855

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

145,167

 

31,618

 

498,646

 

296,968

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

51,747

 

40,065

 

257,329

 

183,749

 

General and administrative

 

40,369

 

35,133

 

147,260

 

121,200

 

Research and development

 

21,183

 

14,822

 

78,184

 

64,162

 

Depreciation and amortization

 

2,806

 

2,740

 

10,634

 

12,123

 

Total operating expenses

 

116,105

 

92,760

 

493,407

 

381,234

 

Income (loss) from operations

 

29,062

 

(61,142

)

5,239

 

(84,266

)

Interest and other, net

 

(7,789

)

(5,368

)

(31,351

)

(19,571

)

Income (loss) from continuing operations before income taxes

 

21,273

 

(66,510

)

(26,112

)

(103,837

)

Provision (benefit) for income taxes

 

103

 

(505

)

5,050

 

3,863

 

Income (loss) from continuing operations

 

21,170

 

(66,005

)

(31,162

)

(107,700

)

Income (loss) from discontinued operations, net of taxes

 

1,303

 

(831

)

1,671

 

(1,116

)

Net income (loss)

 

$

22,473

 

$

(66,836

)

$

(29,491

)

$

(108,816

)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.23

 

$

(0.78

)

$

(0.36

)

$

(1.30

)

Discontinued operations

 

0.01

 

(0.01

)

0.02

 

(0.01

)

Basic earnings (loss) per share

 

$

0.24

 

$

(0.79

)

$

(0.34

)

$

(1.31

)

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.23

 

$

(0.78

)

$

(0.36

)

$

(1.30

)

Discontinued operations

 

0.01

 

(0.01

)

0.02

 

(0.01

)

Diluted earnings (loss) per share

 

$

0.24

 

$

(0.79

)

$

(0.34

)

$

(1.31

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding: (1)

 

 

 

 

 

 

 

 

 

Basic

 

93,698

 

84,415

 

85,581

 

83,356

 

Diluted

 

93,698

 

84,415

 

85,581

 

83,356

 

 


(1)   Basic and diluted include participating shares of 7,521 for the three months ended March 31, 2013.

 

 

 

Three months ended March 31,

 

Twelve months ended March 31,

 

OTHER INFORMATION

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Geographic revenue mix

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

60

%

64

%

59

%

54

%

International

 

40

%

36

%

41

%

46

%

 

 

 

 

 

 

 

 

 

 

Platform revenue mix

 

 

 

 

 

 

 

 

 

Console

 

80

%

83

%

80

%

85

%

PC and other

 

19

%

12

%

18

%

11

%

Handheld

 

1

%

5

%

2

%

4

%

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

 

 

March 31,

 

March 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

402,502

 

$

420,279

 

Accounts receivable, net of allowances of $64,081 and $51,002 at March 31, 2013 and 2012, respectively

 

189,596

 

45,035

 

Inventory

 

30,218

 

22,477

 

Software development costs and licenses

 

198,955

 

211,224

 

Prepaid expenses and other

 

44,881

 

44,602

 

Total current assets

 

866,152

 

743,617

 

 

 

 

 

 

 

Fixed assets, net

 

25,362

 

18,949

 

Software development costs and licenses, net of current portion

 

95,241

 

104,755

 

Goodwill

 

225,992

 

228,169

 

Other intangibles, net

 

8,827

 

16,266

 

Other assets

 

56,265

 

37,671

 

Total assets

 

$

1,277,839

 

$

1,149,427

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

79,932

 

$

46,681

 

Accrued expenses and other current liabilities

 

228,916

 

156,768

 

Deferred revenue

 

26,919

 

13,864

 

Liabilities of discontinued operations

 

1,232

 

1,412

 

Total current liabilities

 

336,999

 

218,725

 

 

 

 

 

 

 

Long-term debt

 

335,202

 

316,340

 

Other long-term liabilities

 

17,087

 

16,316

 

Liabilities of discontinued operations, net of current portion

 

556

 

2,319

 

Total liabilities

 

689,844

 

553,700

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $.01 par value, 5,000 shares authorized

 

 

 

Common stock, $.01 par value, 200,000 and 150,000 shares authorized at March 31, 2013 and 2012, respectively; 93,743 and 90,215 shares issued and outstanding at March 31, 2013 and 2012, respectively

 

937

 

902

 

Additional paid-in capital

 

832,460

 

799,431

 

Accumulated deficit

 

(240,830

)

(211,339

)

Accumulated other comprehensive (loss) income

 

(4,572

)

6,733

 

Total stockholders’ equity

 

587,995

 

595,727

 

Total liabilities and stockholders’ equity

 

$

1,277,839

 

$

1,149,427

 

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Twelve months ended March 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net loss

 

$

(29,491

)

$

(108,816

)

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Amortization and impairment of software development costs and licenses

 

230,748

 

150,700

 

Depreciation and amortization

 

10,634

 

12,123

 

(Income) loss from discontinued operations

 

(1,671

)

1,116

 

Amortization and impairment of intellectual property

 

7,000

 

983

 

Stock-based compensation

 

35,765

 

33,494

 

Gain on sale of intellectual property

 

 

(2,200

)

Deferred income taxes

 

(841

)

1,878

 

Amortization of discount on Convertible Notes

 

18,862

 

11,728

 

Amortization of debt issuance costs

 

2,021

 

1,527

 

Other, net

 

778

 

1,231

 

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

 

 

 

 

 

Accounts receivable

 

(144,561

)

39,182

 

Inventory

 

(7,741

)

2,101

 

Software development costs and licenses

 

(216,893

)

(191,223

)

Prepaid expenses, other current and other non-current assets

 

(5,694

)

2,537

 

Deferred revenue

 

13,055

 

430

 

Accounts payable, accrued expenses and other liabilities

 

83,734

 

(39,748

)

Net cash used in discontinued operations

 

(272

)

(2,007

)

Net cash used in operating activities

 

(4,567

)

(84,964

)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchase of fixed assets

 

(16,820

)

(10,786

)

Net cash used in discontinued operations

 

 

(1,475

)

Cash received from sale of intellectual property

 

 

2,200

 

Payments in connection with business combinations, net of cash acquired

 

 

(4,101

)

Net cash used in investing activities

 

(16,820

)

(14,162

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Proceeds from exercise of employee stock options

 

 

239

 

Proceeds from issuance of Convertible Notes

 

 

250,000

 

Payment of debt issuance costs

 

 

(6,875

)

Net cash provided by financing activities

 

 

243,364

 

 

 

 

 

 

 

Effects of foreign exchange rates on cash and cash equivalents

 

3,610

 

(4,318

)

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(17,777

)

139,920

 

Cash and cash equivalents, beginning of period

 

420,279

 

280,359

 

Cash and cash equivalents, end of period

 

$

402,502

 

$

420,279

 

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

RECONCILIATION OF GAAP TO Non-GAAP MEASURES (Unaudited)

(in thousands, except per share amounts)

 

 

 

Three months ended March 31,

 

Twelve months ended March 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

Net Revenues

 

 

 

 

 

 

 

 

 

GAAP Net Revenues

 

$

299,487

 

$

148,084

 

$

1,214,483

 

$

825,823

 

Net effect from deferral in net revenues

 

3,641

 

 

7,824

 

 

Non-GAAP Net Revenues

 

$

303,128

 

$

148,084

 

$

1,222,307

 

$

825,823

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

 

GAAP Gross Profit

 

$

145,167

 

$

31,618

 

$

498,646

 

$

296,968

 

Net effect from deferral in net revenues

 

3,109

 

 

6,720

 

 

Stock-based compensation

 

2,026

 

765

 

10,060

 

5,144

 

Non-GAAP Gross Profit

 

$

150,302

 

$

32,383

 

$

515,426

 

$

302,112

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from Operations

 

 

 

 

 

 

 

 

 

GAAP Income (Loss) from Operations

 

$

29,062

 

$

(61,142

)

$

5,239

 

$

(84,266

)

Net effect from deferral in net revenues

 

3,109

 

 

6,720

 

 

Stock-based compensation

 

12,987

 

10,031

 

35,765

 

33,494

 

Business reorganization and related

 

116

 

 

874

 

1,015

 

Professional fees and legal matters

 

 

 

 

196

 

Non-GAAP Income from Operations

 

$

45,274

 

$

(51,111

)

$

48,598

 

$

(49,561

)

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 

 

 

 

 

 

GAAP Net Income (Loss)

 

$

22,473

 

$

(66,836

)

$

(29,491

)

$

(108,816

)

Net effect from deferral in net revenues

 

3,109

 

 

6,720

 

 

Stock-based compensation

 

12,987

 

10,031

 

35,765

 

33,494

 

Business reorganization and related

 

116

 

 

874

 

1,015

 

Professional fees and legal matters

 

 

 

 

196

 

Non-cash amortization of discount on Convertible Notes

 

4,891

 

4,434

 

18,862

 

11,728

 

Non-cash tax expense

 

582

 

603

 

2,020

 

1,889

 

Discontinued operations

 

(1,303

)

831

 

(1,671

)

1,116

 

Non-GAAP Net Income (Loss)

 

$

42,855

 

$

(50,937

)

$

33,079

 

$

(59,378

)

 

 

 

 

 

 

 

 

 

 

Diluted Earnings (Loss) Per Share

 

 

 

 

 

 

 

 

 

GAAP earnings (loss) per share

 

$

0.24

 

$

(0.79

)

$

(0.34

)

$

(1.31

)

Non-GAAP earnings (loss) per share (1)

 

$

0.38

 

$

(0.60

)

$

0.36

 

$

(0.71

)

 

 

 

 

 

 

 

 

 

 

Number of diluted shares used in computation

 

 

 

 

 

 

 

 

 

GAAP

 

93,698

 

84,415

 

85,581

 

83,356

 

Non-GAAP (2)

 

119,719

 

84,415

 

92,292

 

83,356

 

 


(1)         For the three months ended March 31, 2013, Non-GAAP diluted EPS has been calculated using the “if-converted” method as a result of the issuances of the 4.375% Convertible Notes in June 2009 (the “4.375% Convertible Notes”) and the 1.75% Convertible Notes in November 2011 (the “1.75% Convertible Notes” and together with the 4.375% Convertible Notes, the “Convertible Notes”) for which diluted net income has been adjusted by $3,058 related to interest and debt issuance costs, net of tax. The shares used for computing the three months ended March 31, 2013 Non-GAAP diluted EPS include 26,021 shares related to the potential dilution from the Convertible Notes.

 

The “if-converted” method was not used for the other periods presented as the assumed conversion would have been anti-dilutive.

 

(2)         For the three and twelve months ended March 31, 2013, the diluted shares used in the computation of Non-GAAP EPS include participating shares of 7,521 and 6,711, respectively.