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8-K - 8-K - TAKE TWO INTERACTIVE SOFTWARE INCa15-3670_18k.htm

Exhibit 99.1

 

 

 

 

FOR IMMEDIATE RELEASE

CONTACT:

 

 

 

 

 

(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 Fiscal Third Quarter 2015

 

Non-GAAP Net Revenue Grew 24% to $954.0 Million

 

Non-GAAP Net Income increased 10% to $1.87 Per Diluted Share

 

Raises Financial Outlook for Fiscal Year 2015

 

New York, NY — February 3, 2015 — Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today reported strong financial results for fiscal third quarter 2015, ended December 31, 2014.  In addition, the Company increased its financial outlook for the fiscal year ending March 31, 2015, and provided its initial financial outlook for the fiscal fourth quarter ending March 31, 2015.

 

GAAP Financial Results

 

For fiscal third quarter 2015, GAAP net revenue was $531.1 million, as compared to $1.86 billion for fiscal third quarter 2014.  GAAP net income was $40.1 million, or $0.42 per diluted share, as compared to $578.4 million, or $4.69 per diluted share, for the year-ago period.  GAAP net revenue and net income declined year-over-year in fiscal third quarter 2015 because GAAP results for fiscal third quarter 2014 included net revenue and cost of goods sold related to sell-in of the Grand Theft Auto V® game during both fiscal second quarter and fiscal third quarter 2014, as Grand Theft Auto Online launched during fiscal third quarter 2014.  In addition, GAAP results for fiscal third quarter 2015 reflect the deferral of net revenue and cost of goods sold related to sell-in of Grand Theft Auto V during the quarter.

 

During fiscal third quarter 2015, the Company’s cash and short-term investments balance increased to $976.6 million as of December 31, 2014.

 

Non-GAAP Financial Results

 

For fiscal third quarter 2015, Non-GAAP net revenue grew to $954.0 million, as compared to $767.7 million for the year-ago period.  Non-GAAP net income increased to $211.6 million, or $1.87 per diluted share, as compared to $210.7 million, or $1.70 per diluted share, for the year-ago period.

 

The largest contributors to Non-GAAP net revenue in fiscal third quarter 2015 were Grand Theft Auto V and Grand Theft Auto Online, NBA® 2K15, WWE® 2K15, Borderlands®: The Pre-Sequel, and Sid Meier’s Civilization®: Beyond Earth™.

 

Non-GAAP net revenue from digitally-delivered content grew 64% year-over-year to $217.2 million.  The largest contributors were offerings for the Grand Theft Auto series, NBA 2K15, the Borderlands franchise, and Sid Meier’s Civilization: Beyond Earth.  Revenue from recurrent consumer spending (virtual currency,

 



 

downloadable add-on content and online games) grew 23% year-over-year and accounted for 36% of Non-GAAP net revenue from digitally-delivered content.  Catalog sales accounted for $103.7 million of Non-GAAP net revenue led by the Grand Theft Auto series and offerings for Borderlands 2.

 

Management Comments

 

“Take-Two’s positive momentum was demonstrated once again, as we delivered exceedingly strong third quarter revenues and profits, and finished the quarter with nearly $1 billion in cash and short term investments,” said Strauss Zelnick, Chairman and CEO of Take-Two.  “We successfully launched one of the most diverse holiday lineups in the Company’s history, led by Grand Theft Auto V for PlayStation 4 and Xbox One, NBA 2K15, WWE 2K15, Borderlands: The Pre-Sequel and Sid Meier’s Civilization: Beyond Earth.  We also generated substantial growth in digitally-delivered revenue, including through our ongoing focus on offerings that drive recurrent consumer spending.  As a result of Take-Two’s outstanding holiday season performance, we are raising the Company’s financial outlook for the full year.

 

“Looking ahead, we expect that our fourth quarter will provide a strong finish to fiscal 2015, which is lining up to be one of Take-Two’s best years ever.  Anchored by the eagerly-anticipated launches of Evolve and Grand Theft Auto V for PC, along with an array of other offerings, we will continue to deliver titles that captivate audiences around the world and set benchmarks for excellence.  With our world-class creative teams, robust development pipeline, cutting-edge technology and ample capital resources, Take-Two is superbly positioned to build on its solid foundation and continue to capitalize on this dynamic entertainment market.”

 

Business and Product Highlights

 

Since October 1, 2014:

 

Rockstar Games:

 

·                  Launched Grand Theft Auto V and Grand Theft Auto Online on PlayStation®4 and Xbox One.  Grand Theft Auto V is the highest-rated game to date for PlayStation 4 and Xbox One*, and has now sold-in more than 45 million units on console, including nearly 10 million units on PlayStation 4 and Xbox One.  The title is planned for launch on PC on March 24, 2015.

 

·                  Released two updates for Grand Theft Auto Online, including The Last Team Standing Update and the Festive Surprise.

 

·                  Released the portable classic Grand Theft Auto: Chinatown Wars for Android and Amazon Kindle Fire, and updated the game for iOS.  This updated version features new highly customizable touchscreen controls, physical controller support, plus high resolution widescreen display on supported devices, as well as full Retina Display resolution on iOS.

 

·                  Announced that Grand Theft Auto Online Heists — a four-player co-op mode for Grand Theft Auto Online that enables players to plan, prepare and execute multi-tiered Heists across Los Santos and Blaine County — will be coming in early 2015 as a free update on PlayStation 4, PlayStation 3, Xbox One, Xbox 360 and PC.

 

2K:

 

·                  Launched NBA 2K15 on PlayStation 4, PlayStation 3, Xbox One, Xbox 360 and PC, as well as on iOS and Amazon devices.  The title is the highest-rated sports game of 2014 across consoles and PC*, and has continued the series’ trend of year-over-year growth with approximately 5.5 million units sold-in to date.

 

·                  Launched WWE 2K15 on the Xbox One, Xbox 360, PlayStation 4 and PlayStation 3.  Developed collaboratively by Yuke’s and Visual Concepts, WWE 2K15 is being supported with downloadable add-on content, including a Season Pass.

 

·                  Released Borderlands: The Pre-Sequel on the Xbox 360, PlayStation 3 and PC.  Co-developed by Gearbox Software and 2K Australia, the title is being supported with downloadable add-on content, including a Season Pass.

 

·                  Launched Sid Meier’s Civilization: Beyond Earth for PC, Mac and Linux.  Developed by Firaxis Games, Sid Meier’s Civilization: Beyond Earth is a new stand-alone, science fiction-themed entry in the award-winning Civilization franchise, which has sold-in more than 29 million units worldwide.

 

·                  Released BioShock® Infinite: The Complete Edition for Xbox 360 and PlayStation 3, which includes the award-winning title and all of its previously-released add-on content.

 

·                  Expanded its offerings for tablets and smartphones with the releases of Evolve: Hunters Quest, MyNBA 2K15, and NHL® 2K.

 



 

·                  Announced that Borderlands: The Handsome Collection is planned for launch on PlayStation 4 and Xbox One on March 24, 2015.  The Handsome Collection brings the critically-acclaimed Borderlands series to next-gen consoles for the first time and offers the complete story of the franchise’s most iconic villain, Handsome Jack.  The Handsome Collection includes Borderlands 2 and Borderlands: The Pre-Sequel along with all of the downloadable content for both titles — currently over $100 of value on prior-gen consoles, but now for only $59.99 and with the graphical fidelity of next-gen consoles, four-player split-screen on a single television, and the ability to transfer save files to the next-gen consoles with new cross-save functionality.**

 

·                  Announced downloadable content details for Evolve™, including a Hunting Season Pass, a fourth playable monster, Behemoth, and more.  Developed by Turtle Rock Studios and planned for global launch on Xbox One, PlayStation 4 and PC on February 10, 2015, Evolve is the only game in history to earn both the official Electronic Entertainment Expo and Gamescom “Game of Show” awards in the same year.

 

·                  Announced that Sid Meier’s Starships™ is planned for launch on PC, Mac and iPad in spring 2015. This turn-based, tactical space combat game will feature cross-connectivity and unlockable bonuses with Sid Meier’s Civilization: Beyond Earth.

 

·                  Announced the formation of Hangar 13, a new development studio led by veteran game developer Haden Blackman.  Hangar 13 is located at 2K’s headquarters in the San Francisco Bay Area and is working on an unannounced next-gen title.

 


* According to Metacritic.com.

** Save transfers must be between the same console family (e.g., Xbox 360 to Xbox One).

 

Financial Outlook for Fiscal 2015

 

Take-Two is increasing its financial outlook for fiscal year 2015, which reflects its strong fiscal third quarter results, strong current business trends, and positive sales outlook for its upcoming releases.  In addition, the Company is providing its initial financial outlook for its fiscal fourth quarter ending March 31, 2015 as follows:

 

 

 

Fourth Quarter
Ending 3/31/2015

 

Fiscal Year
Ending 3/31/2015

 

 

 

 

 

 

 

Non-GAAP net revenue

 

$410 to $460 Million

 

$1.65 to $1.70 Billion

 

 

 

 

 

 

 

Non-GAAP net income per diluted share (1)

 

$0.15 to $0.25

 

$1.65 to $1.75

 

 

 

 

 

 

 

GAAP to Non-GAAP Reconciling Items (2):

 

 

 

 

 

 

 

 

 

 

 

Net effect from deferral in net revenues and related cost of goods sold

 

$0.21

 

$1.49

 

 

 

 

 

 

 

Stock-based compensation expense (3)

 

$0.14

 

$0.48

 

 

 

 

 

 

 

Non-cash amortization of discount on convertible notes

 

$0.04

 

$0.14

 

 

 

 

 

 

 

Non-cash tax expense

 

$0.00

 

$0.02

 

 

 

 

 

 

 

(Gain) on sale of long-term investment

 

$0.00

 

$(0.11)

 

 


(1)         For the fiscal fourth quarter ending March 31, 2015 and fiscal year ending March 31, 2015, the Non-GAAP net income per diluted share outlook is calculated using the “if-converted” method as a result of the issuances of our 1.75% Convertible Notes in November 2011 and 1.00% Convertible Notes in June 2013, and Non-GAAP diluted net income for the fourth quarter and fiscal year is adjusted by adding-back $1.7 million and $6.8 million, respectively, related to coupon interest and debt issuance costs, net of tax.  Shares used to calculate the Non-GAAP net income per diluted share outlook are as follows:

 

Weighted average basic shares

 

81

Million

80

Million

Add: Weighted average participating shares

 

8

Million

8

Million

Add: Potential Dilution from convertible notes

 

26

Million

26

Million

Total weighted average diluted shares

 

115

Million

114

Million

 

(2)         All GAAP to Non-GAAP reconciling items are net of tax and per share.

(3)         The Company’s stock-based compensation expense for the periods above includes the cost of approximately 1.8

 



 

 million  restricted shares previously granted 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; continued consumer acceptance of the Xbox One and PlayStation 4; the ability to develop and publish products that capture market share for these next-generation systems while continuing to leverage opportunities on the Xbox 360, PlayStation 3 and PC; and stable foreign exchange rates.  See also “Cautionary Note Regarding Forward Looking Statements” below.

 

Product Releases

 

The following titles were released since October 1, 2014:

 

Label

 

Title

 

Platforms

 

Release Date

2K

 

NBA 2K15

 

Xbox 360, Xbox One, PS3, PS4, PC

 

October 7, 2014*

2K

 

MyNBA 2K15

 

Android

 

October 7, 2014

2K

 

MyNBA 2K15

 

iOS

 

October 10, 2014

2K

 

Borderlands: The Pre-Sequel

 

Xbox 360, PS3, PC, Mac, Linux

 

October 14, 2014*

2K

 

NBA 2K15

 

iOS, Amazon

 

October 16, 2014

2K

 

NHL 2K

 

iOS, Android

 

October 23, 2014

2K

 

Sid Meier’s Civilization: Beyond Earth

 

PC

 

October 24, 2014

2K

 

WWE 2K15

 

PS3, Xbox 360

 

October 28, 2014*

2K

 

BioShock Infinite: The Complete Edition

 

Xbox 360, PS3

 

November 4, 2014

2K

 

Borderlands: The Pre-Sequel - Handsome Jack Doppelganger Pack (DLC)

 

Xbox 360, PS3, PC

 

November 11, 2014

Rockstar Games

 

Grand Theft Auto V

 

Xbox One, PS4

 

November 18, 2014

2K

 

WWE 2K15

 

Xbox One, PS4

 

November 18, 2014*

2K

 

WWE 2K15: Accelerator (DLC)

 

Xbox 360, Xbox One, PS3, PS4

 

November 18, 2014

2K

 

Sid Meier’s Civilization: Beyond Earth

 

Mac

 

November 26, 2014

2K

 

Borderlands: The Pre-Sequel — Holodome Onslaught Pack (DLC)

 

Xbox 360, PS3, PC

 

December 16, 2014

2K

 

WWE 2K15: WCW Pack (DLC)

 

Xbox 360, Xbox One, PS3, PS4

 

December 16, 2014

2K

 

Sid Meier’s Civilization: Beyond Earth

 

Linux

 

December 18, 2014

Rockstar Games

 

Grand Theft Auto: Chinatown Wars

 

Android, Amazon

 

December 18, 2014

2K

 

WWE 2K15: New Moves Pack (DLC)

 

Xbox 360, Xbox One, PS3, PS4

 

January 13, 2015

2K

 

Borderlands: The Pre-Sequel — Lady Hammerlock Pack (DLC)

 

Xbox 360, PS3, PC

 

January 27, 2015

2K

 

Evolve: Hunters Quest

 

iOS, Amazon, Windows Phone, Android

 

January 29, 2015

2K

 

WWE 2K15: 2K Showcase: One More Match (DLC)

 

Xbox 360, Xbox One, PS3, PS4

 

February 3, 2015

 


*North American release date; international release date followed three days after.

 

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

 

Label

 

Title

 

Platforms

 

Release Date

2K

 

Evolve

 

Xbox One, PS4, PC

 

February 10, 2015

2K

 

WWE 2K15: 2K Showcase: Hall of Pain (DLC)

 

Xbox 360, Xbox One, PS3, PS4

 

February 17, 2015

Rockstar Games

 

Grand Theft Auto V

 

PC

 

March 24, 2015

2K

 

Borderlands: The Handsome Collection

 

Xbox One, PS4

 

March 24, 2015*

2K

 

Sid Meier’s Starships

 

PC, Mac, iPad

 

Spring 2015

2K

 

Battleborn

 

PS4, Xbox One, PC

 

Fiscal Year 2016

 


*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 following Non-GAAP items, net of applicable taxes, as discussed below:

 



 

·                  Net effect from deferral in net revenues and related cost of goods sold - 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.  The Company also defers revenue and related costs for certain sales generated from certain titles for which we have or expect to provide certain additional add-on content.  These amounts are deferred over the estimated remaining life of the game to which they pertain.  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.

 

·                  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.

 

·                  Gain on convertible note hedge and warrants, netthe Company entered into unwind agreements with respect to its convertible note hedge and warrant transactions.  As a result of the unwind agreements, these transactions were accounted for as derivatives whereby gains and losses resulting from changes in the fair value were reported as a gain on convertible note hedge and warrants, net.  The Company excludes the impact of such transactions when evaluating the Company’s operating performance.  Management does not believe these gains and losses reflect the Company’s primary business, ongoing operating results or future outlook.  As such, the Company believes it is appropriate to exclude these gains and losses from its Non-GAAP financial measures.

 

·                  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.

 

·                  Gain (loss) on sale of long-term investments — from time to time, the Company makes strategic investments.  The Company excludes the impact of any gains and losses on such investments from its Non-GAAP financial measures.

 

·                  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.

 

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.

 

Final Results

 

The financial results discussed herein are presented on a preliminary basis; final data will be included in Take-Two’s Quarterly Report on Form 10-Q for the period ended December 31, 2014.

 



 

About Take-Two Interactive Software

 

Headquartered in New York City, Take-Two Interactive Software, Inc. is a leading developer, publisher and marketer 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 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, 2014, including the risks summarized in the section entitled “Risk Factors,” the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, 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 (Unaudited)

(in thousands, except per share amounts)

 

 

 

Three months ended December 31,

 

Nine months ended December 31,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

531,147

 

$

1,863,869

 

$

782,849

 

$

2,155,360

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

Product costs

 

102,068

 

374,710

 

139,421

 

438,839

 

Software development costs and royalties

 

108,214

 

200,333

 

144,863

 

305,151

 

Internal royalties

 

14,099

 

502,169

 

34,810

 

510,371

 

Licenses

 

53,632

 

42,522

 

65,091

 

51,678

 

Total cost of goods sold

 

278,013

 

1,119,734

 

384,185

 

1,306,039

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

253,134

 

744,135

 

398,664

 

849,321

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

96,892

 

70,476

 

182,874

 

213,419

 

General and administrative

 

53,564

 

34,718

 

136,891

 

110,601

 

Research and development

 

31,221

 

29,233

 

79,886

 

76,624

 

Depreciation and amortization

 

5,845

 

3,413

 

15,123

 

9,837

 

Total operating expenses

 

187,522

 

137,840

 

414,774

 

410,481

 

Income (loss) from operations

 

65,612

 

606,295

 

(16,110

)

438,840

 

Interest and other, net

 

(9,458

)

(5,949

)

(24,689

)

(26,018

)

Gain (loss) on long-term investment

 

(1,500

)

 

17,476

 

 

Loss on extinguishment of debt

 

 

 

 

(9,014

)

Gain on convertible note hedge and warrants, net

 

 

 

 

3,461

 

Income (loss) from continuing operations before income taxes

 

54,654

 

600,346

 

(23,323

)

407,269

 

Provision for income taxes

 

14,561

 

21,902

 

13,356

 

14,804

 

Income (loss) from continuing operations

 

40,093

 

578,444

 

(36,679

)

392,465

 

Loss from discontinued operations, net of taxes

 

 

(18

)

 

(73

)

Net income (loss)

 

$

40,093

 

$

578,426

 

$

(36,679

)

$

392,392

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.46

 

$

5.88

 

$

(0.46

)

$

4.02

 

Discontinued operations

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.46

 

$

5.88

 

$

(0.46

)

$

4.02

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.42

 

$

4.69

 

$

(0.46

)

$

3.29

 

Discontinued operations

 

 

 

 

 

Diluted earnings (loss) per share

 

$

0.42

 

$

4.69

 

$

(0.46

)

$

3.29

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

87,483

 

98,290

 

80,128

 

97,529

 

Diluted

 

113,938

 

125,042

 

80,128

 

127,833

 

 

 

 

 

 

 

 

 

 

 

Computation of Basic EPS:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

40,093

 

$

578,426

 

$

(36,679

)

$

392,392

 

Less: net income allocated to participating securities

 

(3,127

)

(77,857

)

$

 

(42,482

)

Net income (loss) for basic EPS calculation

 

$

36,966

 

$

500,569

 

$

(36,679

)

$

349,910

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

87,483

 

98,290

 

$

80,128

 

97,529

 

Less: weighted average participating shares outstanding

 

(6,824

)

(13,230

)

 

(10,559

)

Weighted average common shares outstanding - basic

 

80,659

 

85,060

 

$

80,128

 

86,970

 

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

$

0.46

 

$

5.88

 

$

(0.46

)

$

4.02

 

 

 

 

 

 

 

 

 

 

 

Computation of Diluted EPS:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

40,093

 

$

578,426

 

$

(36,679

)

$

392,392

 

Less: net income allocated to participating securities

 

(2,401

)

(61,200

)

 

(32,412

)

Add: interest expense, net of tax, on Convertible Notes

 

7,199

 

7,418

 

 

26,221

 

Net income (loss) for diluted EPS calculation

 

$

44,891

 

$

524,644

 

$

(36,679

)

$

386,201

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

80,659

 

85,060

 

80,128

 

86,970

 

Add: dilutive effect of common stock equivalents

 

26,455

 

26,752

 

 

30,304

 

Weighted average common shares outstanding - diluted

 

107,114

 

111,812

 

80,128

 

117,274

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

$

0.42

 

$

4.69

 

$

(0.46

)

$

3.29

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended December 31,

 

Nine months ended December 31,

 

 

 

2014

 

2013

 

2014

 

2013

 

OTHER INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Geographic revenue mix

 

 

 

 

 

 

 

 

 

United States

 

63

%

44

%

59

%

46

%

International

 

37

%

56

%

41

%

54

%

 

 

 

 

 

 

 

 

 

 

Platform revenue mix

 

 

 

 

 

 

 

 

 

Console

 

83

%

97

%

79

%

93

%

PC and other

 

17

%

3

%

21

%

7

%

 

 

 

 

 

 

 

 

 

 

Net revenue by distribution channel:

 

 

 

 

 

 

 

 

 

Physical retail and other

 

72

%

93

%

60

%

87

%

Digital online

 

28

%

7

%

40

%

13

%

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

 

 

December 31,

 

March 31,

 

 

 

2014

 

2014

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

897,452

 

$

935,400

 

Short-term investments

 

79,140

 

 

Restricted cash

 

31,301

 

193,839

 

Accounts receivable, net of allowances of $86,630 and $75,518 at December 31, 2014 and March 31, 2014, respectively

 

435,709

 

53,143

 

Inventory

 

24,617

 

29,780

 

Software development costs and licenses

 

178,968

 

116,203

 

Deferred cost of goods sold

 

42,441

 

5,002

 

Prepaid expenses and other

 

116,385

 

66,073

 

Total current assets

 

1,806,013

 

1,399,440

 

 

 

 

 

 

 

Fixed assets, net

 

63,436

 

42,572

 

Software development costs and licenses, net of current portion

 

115,814

 

109,506

 

Deferred cost of goods sold, net of current portion

 

26,622

 

858

 

Goodwill

 

221,071

 

226,705

 

Other intangibles, net

 

4,793

 

5,113

 

Other assets

 

16,069

 

15,436

 

Total assets

 

$

2,253,818

 

$

1,799,630

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

113,240

 

$

16,452

 

Accrued expenses and other current liabilities

 

255,862

 

397,173

 

Deferred revenue

 

338,003

 

61,195

 

Total current liabilities

 

707,105

 

474,820

 

 

 

 

 

 

 

Long-term debt

 

470,420

 

454,031

 

Non-current deferred revenue

 

197,943

 

18,128

 

Other long-term liabilities

 

62,961

 

50,845

 

Total liabilities

 

1,438,429

 

997,824

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

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

 

 

 

Common stock, $.01 par value, 200,000 shares authorized; 104,602 and 105,156 shares issued and 88,364 and 88,918 outstanding at December 31, 2014 and March 31, 2014, respectively

 

1,046

 

1,052

 

Additional paid-in capital

 

1,024,626

 

954,699

 

Treasury stock, at cost (16,238 common shares at December 31, 2014 and March 31, 2014)

 

(276,836

)

(276,836

)

Retained earnings

 

84,096

 

120,775

 

Accumulated other comprehensive (loss) income

 

(17,543

)

2,116

 

Total stockholders’ equity

 

815,389

 

801,806

 

Total liabilities and stockholders’ equity

 

$

2,253,818

 

$

1,799,630

 

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

 

 

 

Nine months ended December 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net (loss) income

 

$

(36,679

)

$

392,392

 

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

 

 

 

 

 

Amortization and impairment of software development costs and licenses

 

89,768

 

252,229

 

Depreciation and amortization

 

15,123

 

9,837

 

Loss from discontinued operations

 

 

73

 

Amortization and impairment of intellectual property

 

320

 

3,375

 

Stock-based compensation

 

52,474

 

57,594

 

Deferred income taxes

 

641

 

(5,487

)

Amortization of discount on Convertible Notes

 

16,389

 

17,507

 

Amortization of debt issuance costs

 

1,260

 

1,510

 

(Gain) loss on long-term investment

 

(17,476

)

 

Loss on extinguishment of debt

 

 

9,014

 

Gain on convertible note hedge and warrants, net

 

 

(3,461

)

Other, net

 

2,262

 

(414

)

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

 

 

 

 

 

Restricted cash

 

162,538

 

171,892

 

Accounts receivable

 

(382,566

)

77

 

Inventory

 

5,163

 

(14,817

)

Software development costs and licenses

 

(155,454

)

(151,275

)

Prepaid expenses, other current and other non-current assets

 

(52,092

)

(377,608

)

Deferred revenue

 

456,623

 

24,447

 

Deferred cost of goods sold

 

(63,203

)

(232

)

Accounts payable, accrued expenses and other liabilities

 

(34,565

)

345,174

 

Net cash used in discontinued operations

 

 

(1,034

)

Net cash provided by operating activities

 

60,526

 

730,793

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchase of fixed assets

 

(36,579

)

(23,455

)

Purchases of short-term investments

 

(79,677

)

 

Purchase of long-term investment

 

(5,000

)

 

Cash received from the sale of long-term investment

 

21,976

 

 

Payments in connection with business combinations, net of cash acquired

 

 

(1,000

)

Net cash used in investing activities

 

(99,280

)

(24,455

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Excess tax benefit from stock-based compensation

 

10,352

 

 

Repurchase of common stock

 

 

(276,836

)

Proceeds from issuance of 1.00% Convertible Notes

 

 

283,188

 

Payment for extinguishment of 4.375% Convertible Notes

 

 

(165,999

)

Proceeds from termination of convertible note hedge transactions

 

 

84,429

 

Payment for termination of convertible note warrant transactions

 

 

(55,651

)

Payment of debt issuance costs for the issuance of 1.00% Convertible Notes

 

 

(2,815

)

Net cash provided by (used in) financing activities

 

10,352

 

(133,684

)

 

 

 

 

 

 

Effects of foreign exchange rates on cash and cash equivalents

 

(9,546

)

(2,986

)

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(37,948

)

569,668

 

Cash and cash equivalents, beginning of year

 

935,400

 

402,502

 

Cash and cash equivalents, end of period

 

$

897,452

 

$

972,170

 

 



 

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

RECONCILIATION OF GAAP TO Non-GAAP MEASURES (Unaudited)

(in thousands, except per share amounts)

 

 

 

Three months ended December 31,

 

Nine months ended December 31,

 

 

 

2014

 

2013

 

2014

 

2013

 

Net Revenues

 

 

 

 

 

 

 

 

 

GAAP Net Revenues

 

$

531,147

 

$

1,863,869

 

$

782,849

 

$

2,155,360

 

Net effect from deferral in net revenues

 

422,829

 

(1,096,213

)

458,180

 

25,205

 

Non-GAAP Net Revenues

 

$

953,976

 

$

767,656

 

$

1,241,029

 

$

2,180,565

 

 

 

 

 

 

 

 

 

 

 

Digital Online Revenues (included in Net Revenues above)

 

 

 

 

 

 

 

 

 

GAAP Digital Online Revenues

 

$

149,840

 

$

125,270

 

$

310,687

 

$

287,579

 

Net effect from deferral in digital online revenues

 

67,404

 

7,553

 

102,755

 

25,205

 

Non-GAAP Digital Online Revenues

 

$

217,244

 

$

132,823

 

$

413,442

 

$

312,784

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

 

GAAP Gross Profit

 

$

253,134

 

$

744,135

 

$

398,664

 

$

849,321

 

Net effect from deferral in net revenues and related cost of goods sold

 

174,390

 

(428,128

)

193,539

 

12,737

 

Stock-based compensation

 

8,323

 

27,220

 

11,062

 

29,176

 

Non-GAAP Gross Profit

 

$

435,847

 

$

343,227

 

$

603,265

 

$

891,234

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from Operations

 

 

 

 

 

 

 

 

 

GAAP Income (loss) from Operations

 

$

65,612

 

$

606,295

 

$

(16,110

)

$

438,840

 

Net effect from deferral in net revenues and related cost of goods sold

 

174,390

 

(428,128

)

193,539

 

12,737

 

Stock-based compensation

 

28,628

 

36,328

 

52,474

 

57,594

 

Business reorganization, restructuring and related

 

 

1,718

 

195

 

1,930

 

Non-GAAP Income from Operations

 

$

268,630

 

$

216,213

 

$

230,098

 

$

511,101

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss)

 

 

 

 

 

 

 

 

 

GAAP Net Income (loss)

 

$

40,093

 

$

578,426

 

$

(36,679

)

$

392,392

 

Net effect from deferral in net revenues and related cost of goods sold

 

158,030

 

(411,470

)

172,195

 

12,737

 

Stock-based compensation

 

7,015

 

36,328

 

24,756

 

57,594

 

Business reorganization, restructuring and related

 

 

1,718

 

156

 

1,930

 

Non-cash amortization of discount on Convertible Notes

 

5,062

 

5,211

 

13,127

 

17,507

 

Gain (loss) on sale of long-term investment

 

941

 

 

(9,999

)

 

Loss on extinguishment of debt

 

 

 

 

9,014

 

Gain on convertible note hedge and warrants, net

 

 

 

 

(3,461

)

Non-cash tax expense

 

459

 

481

 

1,404

 

1,443

 

Discontinued operations

 

 

18

 

 

73

 

Non-GAAP Net Income

 

$

211,600

 

$

210,712

 

$

164,960

 

$

489,229

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings (Loss) Per Share

 

 

 

 

 

 

 

 

 

GAAP earnings (loss) per share

 

$

0.42

 

$

4.69

 

$

(0.46

)

$

3.29

 

Non-GAAP earnings per share

 

$

1.87

 

$

1.70

 

$

1.50

 

$

3.99

 

 

 

 

 

 

 

 

 

 

 

Number of diluted shares used in computation

 

 

 

 

 

 

 

 

 

GAAP

 

113,938

 

125,042

 

80,128

 

127,833

 

Non-GAAP

 

113,938

 

125,042

 

113,922

 

125,044

 

 

 

 

 

 

 

 

 

 

 

Computation of Diluted GAAP EPS:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

40,093

 

$

578,426

 

$

(36,679

)

$

392,392

 

Less: net income allocated to participating securities

 

(2,401

)

(61,200

)

 

(32,412

)

Add: interest expense, net of tax, on Convertible Notes

 

7,199

 

7,418

 

 

26,221

 

Net income (loss) for diluted EPS calculation

 

$

44,891

 

$

524,644

 

$

(36,679

)

$

386,201

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - diluted

 

87,483

 

98,290

 

80,128

 

97,529

 

Add: dilutive effect of common stock equivalents

 

26,455

 

26,752

 

 

30,304

 

Total weighted average shares outstanding - diluted

 

113,938

 

125,042

 

80,128

 

127,833

 

Less: weighted average participating shares outstanding

 

(6,824)

 

(13,230

)

 

(10,559

)

Weighted average common shares outstanding - diluted

 

107,114

 

111,812

 

80,128

 

117,274

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

0.42

 

$

4.69

 

$

(0.46

)

$

3.29

 

 

 

 

 

 

 

 

 

 

 

Computation of Diluted Non-GAAP EPS:

 

 

 

 

 

 

 

 

 

Non-GAAP net earnings

 

$

211,600

 

$

210,712

 

$

164,960

 

$

489,229

 

Less: net income allocated to participating securities

 

(12,673

)

(22,294

)

(10,627

)

(41,312

)

Add: interest expense, net of tax, on Convertible Notes

 

1,686

 

2,207

 

5,069

 

8,714

 

Net income for diluted earnings (loss) per share calculation

 

$

200,613

 

$

190,625

 

$

159,402

 

$

456,631

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

87,483

 

98,290

 

87,467

 

97,529

 

Add: dilutive effect of common stock equivalents

 

26,455

 

26,752

 

26,455

 

27,515

 

Total weighted average shares outstanding - diluted

 

113,938

 

125,042

 

113,922

 

125,044

 

Less: weighted average participating shares outstanding

 

(6,824

)

(13,230

)

(7,339

)

(10,559

)

Weighted average common shares outstanding - diluted

 

107,114

 

111,812

 

106,583

 

114,485

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

1.87

 

$

1.70

 

$

1.50

 

$

3.99