Exhibit 99.1
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| FOR IMMEDIATE RELEASE |
CONTACT: |
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(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 Financial Results for Fourth Quarter and Fiscal Year 2011
Net Revenue for Fiscal Year 2011 Grew 49% to $1.14 Billion
Non-GAAP Earnings Per Share for Fiscal Year 2011 Increased to $1.02
New York, NY — May 24, 2011 — Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today announced financial results for the fourth quarter and fiscal year ended March 31, 2011, and provided its preliminary financial outlook for fiscal year 2012. In addition, the Company announced that it has extended its long-term employment agreements with key members of the creative team of Rockstar Games, its wholly-owned publishing label, and has entered into a new Management Agreement with ZelnickMedia. As previously announced, the Company has changed its fiscal year-end from October 31 to March 31 and all results are now reported in accordance with this change. Included in the attached financial tables are GAAP to Non-GAAP reconciliations for each quarter of the fiscal year ended March 31, 2011.
For the twelve months ended March 31, 2011, net revenue grew 49% year-over-year to $1.14 billion. GAAP income from continuing operations increased to $53.8 million, or $0.62 per diluted share, as compared to a GAAP loss from continuing operations of $108.1 million, or $1.39 per share, for the year-ago period. Non-GAAP net income increased to $94.3 million, or $1.02 per diluted share, as compared to a Non-GAAP net loss of $65.9 million, or $0.85 per share, for the year-ago period. Non-GAAP net income excludes certain non-cash and non-operational gains and losses identified on the attached reconciliation of GAAP and Non-GAAP measures.
For the fourth quarter ended March 31, 2011, net revenue was $182.3 million, as compared to $233.2 million for the year-ago period. GAAP loss from continuing operations was $22.4 million, or $0.27 per share, as compared to a GAAP loss from continuing operations of $9.7 million, or $0.13 per share, for the year-ago period. Non-GAAP net loss was $14.4 million, or $0.18 per share, as compared to Non-GAAP net income of $3.0 million, or $0.04 per share, for the year-ago period.
The strongest contributors to net revenue in the fourth quarter this year included NBA® 2K11, Top Spin 4, Major League Baseball® 2K11, Grand Theft Auto IV: Complete and Red Dead Redemption: Undead Nightmare (standalone disc). Catalog titles that contributed to the Company’s performance in the recent period were led by Red Dead Redemption, the Grand Theft Auto franchise and Borderlands. Digitally delivered content accounted for 15% of the Company’s net revenue in the fourth quarter, driven by strong sales of offerings for Red Dead Redemption, the Grand Theft Auto franchise, Borderlands and the Sid Meier’s Civilization franchise.
Business and Product Highlights
Since January 1, 2011:
· 2K Sports released Major League Baseball 2K11, featuring pitcher Roy Halladay of the Philadelphia Phillies as the cover athlete.
· 2K Sports released Top Spin 4, the most realistic tennis simulation game to date.
· 2K Play released the Company’s first offering for Kinect for Xbox 360®, Carnival Games®: Monkey See, Monkey Do™.
· Rockstar Games released L.A. Noire on May 17, 2011 in North America and May 20, 2011 internationally. Major news outlets and video game critics across the world have applauded its ambition with great review scores stating that L.A. Noire is “a breakthrough for games as a whole” and a “stunning accomplishment” that “sets a new standard for storytelling”. This title has also been widely recognized as a technological triumph and became the first video game ever chosen as an official selection of the Tribeca Film Festival.
· 2K Games announced that it plans to release The Darkness™ II on October 4, 2011 in North America and October 7, 2011 internationally.
· 2K Play announced that it plans to release Nicktoons MLB in the summer of 2011. The game will feature characters from Nickelodeon’s popular Nicktoons series and all 30 Major League Baseball teams.
· 2K Sports extended its long-term partnership with the National Basketball Association to develop and publish the best-selling NBA 2K basketball franchise for an additional multi-year period. The latest iteration, NBA 2K11, has sold-in over 5 million units worldwide and received the highest scores in the history of the franchise (89 — Metacritic.com).
· 2K Sports announced a new partnership with Nexon Corporation to develop and publish an online baseball simulation game for the South Korean market.
· 2K Games announced a partnership with XLGAMES, Inc. to develop a massively multiplayer online game for the Asian market based on one of 2K’s top-selling franchises.
· 2K Games announced that Duke Nukem Forever has “gone gold” and is expected to launch on June 10, 2011 internationally and on June 14, 2011 in North America.
Company Extends Rockstar Games Employment Agreements and ZelnickMedia Management Agreement
Sam Houser, Dan Houser and Leslie Benzies, key members of the creative team of Rockstar Games, have agreed to renew their long-term employment agreements with the Company on substantially similar economic terms. This team has been instrumental in the development and success of Take-Two’s extensive portfolio of multi-million unit internally-owned franchises.
In addition, Take-Two has entered into a new Management Agreement with ZelnickMedia pursuant to which ZelnickMedia will continue to provide financial and management consulting services to the Company through May 31, 2015. As part of the Management Agreement, Strauss Zelnick will continue to serve as Chairman and CEO and Karl Slatoff will continue to serve as COO of Take-Two. The Management Agreement is subject to approval by the Company’s stockholders at the Company’s 2011 Annual Meeting. The terms of the new Management Agreement are described in the Company’s Current Report on Form 8-K which was filed with the SEC on May 24, 2011.
Management Comments
Strauss Zelnick, Chairman and CEO of Take-Two, commented, “Fiscal 2011 was a very strong year for Take-Two. We generated revenue growth and margin expansion that consistently exceeded expectations, and also took action to position the Company for even greater success over the long-term. Recent achievements include extending the employment agreements with Rockstar’s key creative talent, renewing our multi-year partnership with the NBA, and entering into two new partnerships to develop online games for Asian markets. These initiatives and others will enable us to continue to execute our core strategy of developing groundbreaking triple-A titles for traditional platforms, while at the same time prudently investing in triple-A entertainment experiences for emerging gaming platforms, both domestically and abroad.
“For fiscal 2012, we again expect to deliver Non-GAAP profits due to our diverse and balanced portfolio of new and catalog titles. Our exciting lineup of releases includes unique, cutting-edge titles such as L.A. Noire, the return of long-awaited industry icons like Duke Nukem, and a broad array of other offerings that promise to delight audiences around the world.
“While it is still very early to discuss fiscal 2013, we have a very strong pipeline of titles in development and currently expect to achieve substantial earnings growth, including Non-GAAP earnings per share in excess of $2.00.”
Financial Outlook for Fiscal 2012
The Company is providing its initial financial outlook for the first quarter ending June 30, 2011, and for the fiscal year ending March 31, 2012 as follows:
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| First Quarter |
| Fiscal Year |
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Revenue |
| $325 to $375 Million |
| $1.0 to $1.1 Billion |
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Non-GAAP earnings per share |
| $0.00 to $0.10 |
| $0.10 to $0.35 |
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Stock-based compensation expense per share (a) |
| $0.09 |
| $0.28 |
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Non-cash interest expense related to convertible debt |
| $0.02 |
| $0.09 |
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Non-cash tax expense |
| $0.00 |
| $0.02 |
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(a) The Company’s stock-based compensation expense for the periods above includes the cost of approximately 1.1 million shares previously 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 guidance include continued consumer acceptance of the Xbox 360® video game and entertainment system from Microsoft, PlayStation®3 computer entertainment system, and Wii™ system; the ability to develop and publish products that capture market share for these current generation systems while continuing to leverage opportunities on certain prior generation platforms; the timely delivery of the titles detailed in this release; and stable foreign exchange rates. See also “Cautionary Note Regarding Forward Looking Statements” below.
Product Releases
The following titles were released since January 2011:
Title |
| Platforms |
| Release Date |
Carnival Games® Volume 2 |
| iPhone |
| February 9, 2011 |
NHL® 2K11 |
| iPad |
| February 10, 2011 |
Sid Meier’s Civilization V: Map Pack (DLC) |
| PC |
| March 3, 2011 |
Sid Meier’s Civilization V: Polynesia (DLC) |
| PC |
| March 3, 2011 |
Major League Baseball 2K11 |
| Xbox 360, PS3, PS2, PSP, Wii, DS, PC |
| March 8, 2011 |
Top Spin 4 |
| Xbox 360, PS3, Wii |
| March 15, 2011 |
Carnival Games®: Monkey See, Monkey Do™ |
| Kinect for Xbox 360 |
| April 5, 2011 |
Sid Meier’s Civilization V: Denmark (DLC) |
| PC |
| May 3, 2011 |
Sid Meier’s Civilization V: The Explorers (DLC) |
| PC |
| May 3, 2011 |
L.A. Noire |
| Xbox 360, PS3 |
| May 17, 2011* |
*North American release date; international release followed three days after.
Take-Two’s lineup of future titles announced to date includes:
Title |
| Platforms |
| Planned For Release |
Duke Nukem Forever |
| Xbox 360, PS3, PC |
| June 10, 2011** |
Nicktoons MLB |
| Xbox 360, Wii, DS |
| Summer 2011 |
The Darkness II |
| Xbox 360, PS3, PC |
| October 4, 2011 |
XCOM |
| Xbox 360, PC |
| Fiscal Year 2012 |
BioShock® Infinite |
| Xbox 360, PS3, PC |
| Calendar Year 2012 |
Spec Ops: The Line |
| Xbox 360, PS3, PC |
| First Half Fiscal 2013 |
**International release date; North American release follows four 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 that exclude certain non-recurring or non-cash items. Non-GAAP gross profit, income (loss) and earnings (loss) per share are measures that exclude certain non-recurring or non-cash items and should be considered in addition to results prepared in accordance with GAAP. They are not intended to be considered in isolation from, as a substitute for, or superior to, GAAP results. These Non-GAAP financial measures may be different from similarly titled measures used by other companies.
The 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 certain items as follows:
· 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 — the Company does not engage in reorganization activities on a regular basis and therefore believes it is appropriate to exclude business reorganization, restructuring and related expenses from its Non-GAAP financial measures.
· Gain (loss) on sale of subsidiaries and 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 professional fees and has accrued for legal settlements that are outside its ordinary course of business. As a result, the Company has excluded such expenses from its Non-GAAP financial measures.
· Non-cash interest expense related to convertible debt — The Company records non-cash interest expense on its convertible notes 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 and the impact of the cancellation of stock options — 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.
EBITDA and Adjusted EBITDA
Earnings (loss) before interest, taxes, depreciation and amortization (“EBITDA”) is a financial measure not calculated and presented in accordance with U.S. GAAP. Management uses EBITDA adjusted for business reorganization and related expenses (“Adjusted EBITDA”), among other measures, in evaluating the performance of the Company’s business units. Adjusted EBITDA is also a significant component of the Company’s incentive compensation plans. Adjusted EBITDA should not be considered in isolation from, or as a substitute for, net income/(loss) prepared in accordance with GAAP.
Reclassifications
Certain prior year amounts have been reclassified to conform to current year presentation.
About Take-Two Interactive Software
Headquartered in New York City, Take-Two Interactive Software, Inc. is a global developer, marketer and publisher of interactive entertainment software games for the PC, PlayStation®3 and PlayStation®2 computer entertainment systems, PSP® (PlayStation®Portable) system, Xbox 360® video game and entertainment system from Microsoft, Wii™, Nintendo DS™, iPhone®, iPod® touch and iPad™. The Company publishes and develops products through its wholly owned labels Rockstar Games and 2K, which publishes its titles under 2K Games, 2K Sports and 2K Play. 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 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 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 Transition Report on Form 10-KT for the five month transition period ended March 31, 2010, 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)
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| Three months ended March 31, |
| Twelve months ended March 31, |
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| 2011 |
| 2010 |
| 2011 |
| 2010 |
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Net revenue |
| $ | 182,255 |
| $ | 233,217 |
| $ | 1,136,876 |
| $ | 762,941 |
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Cost of goods sold: |
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Product costs |
| 60,766 |
| 79,114 |
| 326,936 |
| 253,369 |
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Software development costs and royalties |
| 23,491 |
| 45,201 |
| 172,397 |
| 140,397 |
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Internal royalties |
| 9,766 |
| 4,278 |
| 115,032 |
| 35,195 |
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Licenses |
| 26,020 |
| 21,494 |
| 75,016 |
| 65,618 |
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Total cost of goods sold |
| 120,043 |
| 150,087 |
| 689,381 |
| 494,579 |
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Gross profit |
| 62,212 |
| 83,130 |
| 447,495 |
| 268,362 |
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Selling and marketing |
| 32,026 |
| 40,070 |
| 176,294 |
| 154,519 |
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General and administrative |
| 29,170 |
| 24,216 |
| 109,484 |
| 115,673 |
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Research and development |
| 17,248 |
| 14,329 |
| 69,576 |
| 57,888 |
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Depreciation and amortization |
| 3,728 |
| 3,812 |
| 14,999 |
| 16,403 |
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Total operating expenses |
| 82,172 |
| 82,427 |
| 370,353 |
| 344,483 |
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Income (loss) from operations |
| (19,960 | ) | 703 |
| 77,142 |
| (76,121 | ) | ||||
Interest and other, net |
| (3,124 | ) | (8,551 | ) | (13,519 | ) | (18,794 | ) | ||||
Income (loss) from continuing operations before income taxes |
| (23,084 | ) | (7,848 | ) | 63,623 |
| (94,915 | ) | ||||
Provision (benefit) for income taxes |
| (668 | ) | 1,836 |
| 9,819 |
| 13,145 |
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Income (loss) from continuing operations |
| (22,416 | ) | (9,684 | ) | 53,804 |
| (108,060 | ) | ||||
Income (loss) from discontinued operations, net of taxes |
| 362 |
| (160 | ) | (5,346 | ) | (14,935 | ) | ||||
Net income (loss) |
| $ | (22,054 | ) | $ | (9,844 | ) | $ | 48,458 |
| $ | (122,995 | ) |
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Earnings (loss) per share: |
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Continuing operations |
| $ | (0.27 | ) | $ | (0.13 | ) | $ | 0.62 |
| $ | (1.39 | ) |
Discontinued operations |
| — |
| — |
| (0.06 | ) | (0.19 | ) | ||||
Basic earnings (loss) per share |
| $ | (0.27 | ) | $ | (0.13 | ) | $ | 0.56 |
| $ | (1.58 | ) |
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Continuing operations |
| $ | (0.27 | ) | $ | (0.13 | ) | $ | 0.62 |
| $ | (1.39 | ) |
Discontinued operations |
| — |
| — |
| (0.06 | ) | (0.19 | ) | ||||
Diluted earnings (loss) per share |
| $ | (0.27 | ) | $ | (0.13 | ) | $ | 0.56 |
| $ | (1.58 | ) |
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Weighted average shares outstanding: (1) |
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Basic |
| 81,960 |
| 78,747 |
| 86,127 |
| 77,858 |
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Diluted |
| 81,960 |
| 78,747 |
| 86,139 |
| 77,858 |
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(1) Basic and diluted include participating shares of 5,615 for the twelve months ended March 31, 2011.
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| Three months ended March 31, |
| Twelve months ended March 31, |
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| 2011 |
| 2010 |
| 2011 |
| 2010 |
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OTHER INFORMATION |
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Geographic revenue mix |
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North America |
| 71 | % | 72 | % | 61 | % | 67 | % |
International |
| 29 | % | 28 | % | 39 | % | 33 | % |
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Platform revenue mix |
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Microsoft Xbox 360 |
| 46 | % | 45 | % | 40 | % | 47 | % |
Sony PlayStation 3 |
| 32 | % | 25 | % | 39 | % | 21 | % |
PC |
| 7 | % | 10 | % | 9 | % | 9 | % |
Nintendo Wii |
| 7 | % | 9 | % | 5 | % | 8 | % |
Sony PSP |
| 3 | % | 4 | % | 2 | % | 6 | % |
Sony PlayStation 2 |
| 2 | % | 3 | % | 2 | % | 5 | % |
Nintendo DS |
| 3 | % | 4 | % | 3 | % | 4 | % |
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
|
| March 31, |
| March 31, |
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| 2011 |
| 2010 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
| $ | 280,359 |
| $ | 145,838 |
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Accounts receivable, net of allowances of $42,900 and $72,535 at March 31, 2011 and March 31, 2010, respectively |
| 84,217 |
| 74,135 |
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Inventory |
| 24,578 |
| 24,479 |
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Software development costs and licenses |
| 131,676 |
| 114,608 |
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Prepaid taxes and taxes receivable |
| 8,280 |
| 8,654 |
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Prepaid expenses and other |
| 37,493 |
| 51,704 |
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Assets of discontinued operations |
| — |
| 7,182 |
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Total current assets |
| 566,603 |
| 426,600 |
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Fixed assets, net |
| 19,632 |
| 23,571 |
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Software development costs and licenses, net of current portion |
| 138,320 |
| 139,340 |
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Goodwill |
| 225,170 |
| 216,289 |
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Other intangibles, net |
| 17,833 |
| 22,729 |
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Other assets |
| 4,101 |
| 10,747 |
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Total assets |
| $ | 971,659 |
| $ | 839,276 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
| $ | 56,153 |
| $ | 45,913 |
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Accrued expenses and other current liabilities |
| 158,459 |
| 134,449 |
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Deferred revenue |
| 13,434 |
| 11,944 |
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Liabilities of discontinued operations |
| 2,842 |
| 17,561 |
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Total current liabilities |
| 230,888 |
| 209,867 |
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Long-term debt |
| 107,239 |
| 99,865 |
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Income taxes payable |
| 12,037 |
| 7,980 |
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Deferred income taxes, net |
| 2,961 |
| 941 |
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Liabilities of discontinued operations, net of current portion |
| 3,255 |
| — |
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Total liabilities |
| 356,380 |
| 318,653 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock, $.01 par value, 5,000 shares authorized |
| — |
| — |
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Common stock, $.01 par value, 150,000 shares authorized; 86,119 and 83,977 shares issued and outstanding at March 31, 2011 and March 31, 2010, respectively |
| 861 |
| 840 |
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Additional paid-in capital |
| 706,482 |
| 674,477 |
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Accumulated deficit |
| (102,523 | ) | (150,981 | ) | ||
Accumulated other comprehensive income (loss) |
| 10,459 |
| (3,713 | ) | ||
Total stockholders’ equity |
| 615,279 |
| 520,623 |
| ||
Total liabilities and stockholders’ equity |
| $ | 971,659 |
| $ | 839,276 |
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TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
| Twelve months ended March 31, |
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|
| 2011 |
| 2010 |
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Operating activities: |
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Net income (loss) |
| $ | 48,458 |
| $ | (122,995 | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Amortization and impairment of software development costs and licenses |
| 143,811 |
| 112,742 |
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Depreciation and amortization |
| 14,999 |
| 16,403 |
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Loss from discontinued operations |
| 5,346 |
| 14,935 |
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Amortization and impairment of intellectual property |
| 3,927 |
| 109 |
| ||
Stock-based compensation |
| 28,765 |
| 26,503 |
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Loss on sale of subsidiary |
| — |
| 3,831 |
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Deferred income taxes |
| (1,095 | ) | 4,550 |
| ||
Amortization of discount on Convertible Notes |
| 7,374 |
| 5,457 |
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Amortization of debt issuance costs |
| 1,251 |
| 1,136 |
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Other, net |
| (1,097 | ) | 788 |
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Changes in assets and liabilities, net of effect from purchases of businesses: |
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Accounts receivable |
| (10,082 | ) | (3,332 | ) | ||
Inventory |
| (99 | ) | 5,581 |
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Software development costs and licenses |
| (156,782 | ) | (171,855 | ) | ||
Prepaid expenses, other current and other non-current assets |
| 16,943 |
| (14,091 | ) | ||
Deferred revenue |
| 1,490 |
| (12,371 | ) | ||
Accounts payable, accrued expenses, income taxes payable and other liabilities |
| 41,217 |
| (5,314 | ) | ||
Net cash used in discontinued operations |
| (9,628 | ) | 2,221 |
| ||
Net cash provided by (used in) operating activities |
| 134,798 |
| (135,702 | ) | ||
|
|
|
|
|
| ||
Investing activities: |
|
|
|
|
| ||
Purchase of fixed assets |
| (9,653 | ) | (9,933 | ) | ||
Cash received from sale of business |
| 3,075 |
| 2,512 |
| ||
Net cash provided by sale of discontinued operations |
| — |
| 37,250 |
| ||
Payments in connection with business combinations, net of cash acquired |
| (1,000 | ) | (6,804 | ) | ||
Net cash (used in) provided by investing activities |
| (7,578 | ) | 23,025 |
| ||
|
|
|
|
|
| ||
Financing activities: |
|
|
|
|
| ||
Proceeds from exercise of employee stock options |
| 734 |
| 18 |
| ||
Net payments on line of credit |
| — |
| (70,000 | ) | ||
Proceeds from issuance of Convertible Notes |
| — |
| 138,000 |
| ||
Purchase of convertible note hedges |
| — |
| (43,592 | ) | ||
Issuance of warrants to purchase common stock |
| — |
| 26,342 |
| ||
Payment of debt issuance costs |
| — |
| (4,984 | ) | ||
Net cash provided by financing activities |
| 734 |
| 45,784 |
| ||
|
|
|
|
|
| ||
Effects of exchange rates on cash and cash equivalents |
| 6,567 |
| 8,593 |
| ||
|
|
|
|
|
| ||
Net increase (decrease) in cash and cash equivalents |
| 134,521 |
| (58,300 | ) | ||
Cash and cash equivalents, beginning of year |
| 145,838 |
| 204,138 |
| ||
Cash and cash equivalents, end of period |
| $ | 280,359 |
| $ | 145,838 |
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Non-GAAP CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(in thousands, except per share amounts)
|
|
|
| Non-GAAP Reconciling Items |
|
|
| |||||||||||||||
|
| Three months |
|
|
| Professional |
|
|
|
|
|
|
| Non-GAAP three |
| |||||||
|
| ended March 31, |
| Discontinued |
| fees and |
| Stock-based |
| Non-cash |
| Non-cash |
| months ended March 31, |
| |||||||
|
| 2011 |
| operations |
| legal matters |
| compensation |
| interest expense |
| tax expense |
| 2011 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net revenue |
| $ | 182,255 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 182,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Product costs |
| 60,766 |
| — |
| — |
| — |
| — |
| — |
| 60,766 |
| |||||||
Software development costs and royalties |
| 23,491 |
| — |
| — |
| (894 | ) | — |
| — |
| 22,597 |
| |||||||
Internal royalties |
| 9,766 |
| — |
| — |
| — |
| — |
| — |
| 9,766 |
| |||||||
Licenses |
| 26,020 |
| — |
| — |
| — |
| — |
| — |
| 26,020 |
| |||||||
Total cost of goods sold |
| 120,043 |
| — |
| — |
| (894 | ) | — |
| — |
| 119,149 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Gross profit |
| 62,212 |
| — |
| — |
| 894 |
| — |
| — |
| 63,106 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Selling and marketing |
| 32,026 |
| — |
| — |
| (1,214 | ) | — |
| — |
| 30,812 |
| |||||||
General and administrative |
| 29,170 |
| — |
| (455 | ) | (2,370 | ) | — |
| — |
| 26,345 |
| |||||||
Research and development |
| 17,248 |
| — |
| — |
| (657 | ) | — |
| — |
| 16,591 |
| |||||||
Depreciation and amortization |
| 3,728 |
| — |
| — |
| — |
| — |
| — |
| 3,728 |
| |||||||
Total operating expenses |
| 82,172 |
| — |
| (455 | ) | (4,241 | ) | — |
| — |
| 77,476 |
| |||||||
Income (loss) from operations |
| (19,960 | ) | — |
| 455 |
| 5,135 |
| — |
| — |
| (14,370 | ) | |||||||
Interest and other, net |
| (3,124 | ) | — |
| — |
| — |
| 1,934 |
| — |
| (1,190 | ) | |||||||
Income (loss) from continuing operations before income taxes |
| (23,084 | ) | — |
| 455 |
| 5,135 |
| 1,934 |
| — |
| (15,560 | ) | |||||||
Provision (benefit) for income taxes |
| (668 | ) | — |
| — |
| — |
| — |
| (473 | ) | (1,141 | ) | |||||||
Income (loss) from continuing operations |
| (22,416 | ) | — |
| 455 |
| 5,135 |
| 1,934 |
| 473 |
| (14,419 | ) | |||||||
Income (loss) from discontinued operations, net of taxes |
| 362 |
| (362 | ) | — |
| — |
| — |
| — |
| — |
| |||||||
Net income (loss) |
| $ | (22,054 | ) | $ | (362 | ) | $ | 455 |
| $ | 5,135 |
| $ | 1,934 |
| $ | 473 |
| $ | (14,419 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Earnings (loss) per share:* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic earnings (loss) per share |
| $ | (0.27 | ) | $ | 0.00 |
| $ | 0.01 |
| $ | 0.06 |
| $ | 0.02 |
| $ | 0.01 |
| $ | (0.18 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Diluted earnings (loss) per share |
| $ | (0.27 | ) | $ | 0.00 |
| $ | 0.01 |
| $ | 0.06 |
| $ | 0.02 |
| $ | 0.01 |
| $ | (0.18 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
| 81,960 |
| 81,960 |
| 81,960 |
| 81,960 |
| 81,960 |
| 81,960 |
| 81,960 |
| |||||||
Diluted |
| 81,960 |
| 81,960 |
| 81,960 |
| 81,960 |
| 81,960 |
| 81,960 |
| 81,960 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Income (loss) from continuing operations before income taxes |
| $ | (23,084 | ) |
|
|
|
|
|
|
|
|
|
| $ | (15,560 | ) | |||||
Interest |
| 3,780 |
|
|
|
|
|
|
|
|
|
|
| 1,846 |
| |||||||
Depreciation and amortization |
| 3,728 |
|
|
|
|
|
|
|
|
|
|
| 3,728 |
| |||||||
EBITDA |
| $ | (15,576 | ) |
|
|
|
|
|
|
|
|
|
| $ | (9,986 | ) | |||||
*Earnings (loss) per share (“EPS”) may not add due to rounding
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Non-GAAP CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(in thousands, except per share amounts)
|
|
|
| Non-GAAP Reconciling Items |
|
|
| ||||||||||||||||||
|
| Three months |
| Sale of subsidiary |
| Professional |
|
|
|
|
|
|
| Business |
| Non-GAAP three |
| ||||||||
|
| ended March 31, |
| and discontinued |
| fees and |
| Stock-based |
| Non-cash |
| Non-cash |
| reorganization |
| months ended March 31, |
| ||||||||
|
| 2010 |
| operations |
| legal matters |
| compensation |
| interest expense |
| tax expense |
| and related |
| 2010 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net revenue |
| $ | 233,217 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 233,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Product costs |
| 79,114 |
| — |
| — |
| — |
| — |
| — |
| — |
| 79,114 |
| ||||||||
Software development costs and royalties |
| 45,201 |
| — |
| — |
| (1,604 | ) | — |
| — |
| — |
| 43,597 |
| ||||||||
Internal royalties |
| 4,278 |
| — |
| — |
| — |
| — |
| — |
| — |
| 4,278 |
| ||||||||
Licenses |
| 21,494 |
| — |
| — |
| — |
| — |
| — |
| — |
| 21,494 |
| ||||||||
Total cost of goods sold |
| 150,087 |
| — |
| — |
| (1,604 | ) | — |
| — |
| — |
| 148,483 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Gross profit |
| 83,130 |
| — |
| — |
| 1,604 |
| — |
| — |
| — |
| 84,734 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Selling and marketing |
| 40,070 |
| — |
| — |
| (1,117 | ) | — |
| — |
| (93 | ) | 38,860 |
| ||||||||
General and administrative |
| 24,216 |
| — |
| 1,328 |
| (3,535 | ) | — |
| — |
| (1,000 | ) | 21,009 |
| ||||||||
Research and development |
| 14,329 |
| — |
| — |
| (946 | ) | — |
| — |
| — |
| 13,383 |
| ||||||||
Depreciation and amortization |
| 3,812 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,812 |
| ||||||||
Total operating expenses |
| 82,427 |
| — |
| 1,328 |
| (5,598 | ) | — |
| — |
| (1,093 | ) | 77,064 |
| ||||||||
Income (loss) from operations |
| 703 |
| — |
| (1,328 | ) | 7,202 |
| — |
| — |
| 1,093 |
| 7,670 |
| ||||||||
Interest and other, net |
| (8,551 | ) | 3,831 |
| — |
| — |
| 1,568 |
| — |
| — |
| (3,152 | ) | ||||||||
Income (loss) from continuing operations before income taxes |
| (7,848 | ) | 3,831 |
| (1,328 | ) | 7,202 |
| 1,568 |
| — |
| 1,093 |
| 4,518 |
| ||||||||
Provision (benefit) for income taxes |
| 1,836 |
| — |
| — |
| — |
| — |
| (340 | ) | — |
| 1,496 |
| ||||||||
Income (loss) from continuing operations |
| (9,684 | ) | 3,831 |
| (1,328 | ) | 7,202 |
| 1,568 |
| 340 |
| 1,093 |
| 3,022 |
| ||||||||
Income (loss) from discontinued operations, net of taxes |
| (160 | ) | 160 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||||
Net income (loss) |
| $ | (9,844 | ) | $ | 3,991 |
| $ | (1,328 | ) | $ | 7,202 |
| $ | 1,568 |
| $ | 340 |
| $ | 1,093 |
| $ | 3,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Earnings (loss) per share:* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Basic earnings (loss) per share |
| $ | (0.13 | ) | $ | 0.05 |
| $ | (0.02 | ) | $ | 0.08 |
| $ | 0.02 |
| $ | 0.00 |
| $ | 0.01 |
| $ | 0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Diluted earnings (loss) per share |
| $ | (0.13 | ) | $ | 0.05 |
| $ | (0.02 | ) | $ | 0.08 |
| $ | 0.02 |
| $ | 0.00 |
| $ | 0.01 |
| $ | 0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Weighted average shares outstanding (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Basic |
| 78,747 |
| 85,218 |
| 85,218 |
| 85,218 |
| 85,218 |
| 85,218 |
| 85,218 |
| 85,218 |
| ||||||||
Diluted |
| 78,747 |
| 85,218 |
| 85,218 |
| 85,218 |
| 85,218 |
| 85,218 |
| 85,218 |
| 85,218 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Income (loss) from continuing operations before income taxes |
| $ | (7,848 | ) |
|
|
|
|
|
|
|
|
|
|
|
| $ | 4,518 |
| ||||||
Interest |
| 3,844 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2,276 |
| ||||||||
Depreciation and amortization |
| 3,812 |
|
|
|
|
|
|
|
|
|
|
|
|
| 3,812 |
| ||||||||
EBITDA |
| $ | (192 | ) |
|
|
|
|
|
|
|
|
|
|
|
| $ | 10,606 |
| ||||||
Add: Business reorganization and related |
| 1,093 |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| ||||||||
Adjusted EBITDA |
| $ | 901 |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 10,606 |
| ||||||
*Earnings (loss) per share may not add due to rounding
(1) Non-Gaap basic and diluted include participating shares of 6,471.
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Non-GAAP CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(in thousands, except per share amounts)
|
|
|
| Non-GAAP Reconciling Items |
|
|
| ||||||||||||||||||
|
| Twelve months |
|
|
| Professional |
|
|
|
|
|
|
| Business |
| Non-GAAP twelve months |
| ||||||||
|
| ended March 31, |
| Discontinued |
| fees and |
| Stock-based |
| Non-cash |
| Non-cash |
| reorganization |
| ended March 31, |
| ||||||||
|
| 2011 |
| operations |
| legal matters |
| compensation |
| interest expense |
| tax expense |
| and related |
| 2011 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net revenue |
| $ | 1,136,876 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 1,136,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Product costs |
| 326,936 |
| — |
| — |
| — |
| — |
| — |
| — |
| 326,936 |
| ||||||||
Software development costs and royalties |
| 172,397 |
| — |
| — |
| (10,695 | ) | — |
| — |
| — |
| 161,702 |
| ||||||||
Internal royalties |
| 115,032 |
| — |
| — |
| — |
| — |
| — |
| — |
| 115,032 |
| ||||||||
Licenses |
| 75,016 |
| — |
| — |
| — |
| — |
| — |
| — |
| 75,016 |
| ||||||||
Total cost of goods sold |
| 689,381 |
| — |
| — |
| (10,695 | ) | — |
| — |
| — |
| 678,686 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Gross profit |
| 447,495 |
| — |
| — |
| 10,695 |
| — |
| — |
| — |
| 458,190 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Selling and marketing |
| 176,294 |
| — |
| — |
| (4,659 | ) | — |
| — |
| (18 | ) | 171,617 |
| ||||||||
General and administrative |
| 109,484 |
| — |
| (826 | ) | (9,781 | ) | — |
| — |
| (115 | ) | 98,762 |
| ||||||||
Research and development |
| 69,576 |
| — |
| — |
| (3,630 | ) | — |
| — |
| (1,580 | ) | 64,366 |
| ||||||||
Depreciation and amortization |
| 14,999 |
| — |
| — |
| — |
| — |
| — |
| — |
| 14,999 |
| ||||||||
Total operating expenses |
| 370,353 |
| — |
| (826 | ) | (18,070 | ) | — |
| — |
| (1,713 | ) | 349,744 |
| ||||||||
Income (loss) from operations |
| 77,142 |
| — |
| 826 |
| 28,765 |
| — |
| — |
| 1,713 |
| 108,446 |
| ||||||||
Interest and other, net |
| (13,519 | ) | — |
| — |
| — |
| 7,374 |
| — |
| — |
| (6,145 | ) | ||||||||
Income (loss) from continuing operations before income taxes |
| 63,623 |
| — |
| 826 |
| 28,765 |
| 7,374 |
| — |
| 1,713 |
| 102,301 |
| ||||||||
Provision (benefit) for income taxes |
| 9,819 |
| — |
| — |
| — |
| — |
| (1,866 | ) | — |
| 7,953 |
| ||||||||
Income (loss) from continuing operations |
| 53,804 |
| — | �� | 826 |
| 28,765 |
| 7,374 |
| 1,866 |
| 1,713 |
| 94,348 |
| ||||||||
Income (loss) from discontinued operations, net of taxes |
| (5,346 | ) | 5,346 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||||
Net income (loss) |
| $ | 48,458 |
| $ | 5,346 |
| $ | 826 |
| $ | 28,765 |
| $ | 7,374 |
| $ | 1,866 |
| $ | 1,713 |
| $ | 94,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Earnings (loss) per share:* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Basic earnings (loss) per share |
| $ | 0.56 |
| $ | 0.06 |
| $ | 0.01 |
| $ | 0.33 |
| $ | 0.09 |
| $ | 0.02 |
| $ | 0.02 |
| $ | 1.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Diluted earnings (loss) per share (1) |
| $ | 0.56 |
| $ | 0.05 |
| $ | 0.01 |
| $ | 0.29 |
| $ | 0.07 |
| $ | 0.02 |
| $ | 0.02 |
| $ | 1.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Weighted average shares outstanding (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Basic |
| 86,127 |
| 86,127 |
| 86,127 |
| 86,127 |
| 86,127 |
| 86,127 |
| 86,127 |
| 86,127 |
| ||||||||
Diluted |
| 86,139 |
| 99,066 |
| 99,066 |
| 99,066 |
| 99,066 |
| 99,066 |
| 99,066 |
| 99,066 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Income (loss) from continuing operations before income taxes |
| $ | 63,623 |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 102,301 |
| ||||||
Interest |
| 15,248 |
|
|
|
|
|
|
|
|
|
|
|
|
| 7,874 |
| ||||||||
Depreciation and amortization |
| 14,999 |
|
|
|
|
|
|
|
|
|
|
|
|
| 14,999 |
| ||||||||
EBITDA |
| $ | 93,870 |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 125,174 |
| ||||||
Add: Business reorganization and related |
| 1,713 |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| ||||||||
Adjusted EBITDA |
| $ | 95,583 |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 125,174 |
| ||||||
*Earnings (loss) per share (“EPS”) may not add due to rounding
(1) For the twelve months ended March 31, 2011, non-GAAP EPS — diluted EPS has been calculated using the “if-converted” method as a result of the Convertible Senior Notes (“Convertible Notes”) issued in June 2009. Non-GAAP net income used for computing non-GAAP diluted EPS has been adjusted by $6,686 related to interest and debt issuance costs, net of tax. The shares used for computing includes 12,927 shares related to the potential dilution from the Convertible Notes. The “if-converted” method was not used for GAAP EPS presented as the assumed conversion would have been anti-dilutive.
(2) Basic and diluted include participating shares of 5,615.
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Non-GAAP CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(in thousands, except per share amounts)
|
|
|
| Non-GAAP Reconciling Items |
|
|
| ||||||||||||||||||
|
| Twelve months |
| Sale of subsidiary |
| Professional |
|
|
|
|
|
|
| Business |
| Non-GAAP twelve months |
| ||||||||
|
| ended March 31, |
| and discontinued |
| fees and |
| Stock-based |
| Non-cash |
| Non-cash |
| reorganization |
| ended March 31, |
| ||||||||
|
| 2010 |
| operations |
| legal matters |
| compensation |
| interest expense |
| tax expense |
| and related |
| 2010 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net revenue |
| $ | 762,941 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 762,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Product costs |
| 253,369 |
| — |
| — |
| — |
| — |
| — |
| — |
| 253,369 |
| ||||||||
Software development costs and royalties |
| 140,397 |
| — |
| — |
| (5,213 | ) | — |
| — |
| — |
| 135,184 |
| ||||||||
Internal royalties |
| 35,195 |
| — |
| — |
| — |
| — |
| — |
| — |
| 35,195 |
| ||||||||
Licenses |
| 65,618 |
| — |
| — |
| — |
| — |
| — |
| — |
| 65,618 |
| ||||||||
Total cost of goods sold |
| 494,579 |
| — |
| — |
| (5,213 | ) | — |
| — |
| — |
| 489,366 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Gross profit |
| 268,362 |
| — |
| — |
| 5,213 |
| — |
| — |
| — |
| 273,575 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Selling and marketing |
| 154,519 |
| — |
| — |
| (3,321 | ) | — |
| — |
| (93 | ) | 151,105 |
| ||||||||
General and administrative |
| 115,673 |
| — |
| (103 | ) | (14,319 | ) | — |
| — |
| (1,000 | ) | 100,251 |
| ||||||||
Research and development |
| 57,888 |
| — |
| — |
| (3,650 | ) | — |
| — |
| — |
| 54,238 |
| ||||||||
Depreciation and amortization |
| 16,403 |
| — |
| — |
| — |
| — |
| — |
| — |
| 16,403 |
| ||||||||
Total operating expenses |
| 344,483 |
| — |
| (103 | ) | (21,290 | ) | — |
| — |
| (1,093 | ) | 321,997 |
| ||||||||
Income (loss) from operations |
| (76,121 | ) | — |
| 103 |
| 26,503 |
| — |
| — |
| 1,093 |
| (48,422 | ) | ||||||||
Interest and other, net |
| (18,794 | ) | 3,831 |
| — |
| — |
| 5,457 |
| — |
| — |
| (9,506 | ) | ||||||||
Income (loss) from continuing operations before income taxes |
| (94,915 | ) | 3,831 |
| 103 |
| 26,503 |
| 5,457 |
| — |
| 1,093 |
| (57,928 | ) | ||||||||
Provision (benefit) for income taxes |
| 13,145 |
| — |
| — |
| — |
| — |
| (5,145 | ) | — |
| 8,000 |
| ||||||||
Income (loss) from continuing operations |
| (108,060 | ) | 3,831 |
| 103 |
| 26,503 |
| 5,457 |
| 5,145 |
| 1,093 |
| (65,928 | ) | ||||||||
Income (loss) from discontinued operations, net of taxes |
| (14,935 | ) | 14,935 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||||
Net income (loss) |
| $ | (122,995 | ) | $ | 18,766 |
| $ | 103 |
| $ | 26,503 |
| $ | 5,457 |
| $ | 5,145 |
| $ | 1,093 |
| $ | (65,928 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Earnings (loss) per share:* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Basic earnings (loss) per share |
| $ | (1.58 | ) | $ | 0.24 |
| $ | 0.00 |
| $ | 0.34 |
| $ | 0.07 |
| $ | 0.07 |
| $ | 0.01 |
| $ | (0.85 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Diluted earnings (loss) per share |
| $ | (1.58 | ) | $ | 0.24 |
| $ | 0.00 |
| $ | 0.34 |
| $ | 0.07 |
| $ | 0.07 |
| $ | 0.01 |
| $ | (0.85 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Basic |
| 77,858 |
| 77,858 |
| 77,858 |
| 77,858 |
| 77,858 |
| 77,858 |
| 77,858 |
| 77,858 |
| ||||||||
Diluted |
| 77,858 |
| 77,858 |
| 77,858 |
| 77,858 |
| 77,858 |
| 77,858 |
| 77,858 |
| 77,858 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Income (loss) from continuing operations before income taxes |
| $ | (94,915 | ) |
|
|
|
|
|
|
|
|
|
|
|
| $ | (57,928 | ) | ||||||
Interest |
| 13,584 |
|
|
|
|
|
|
|
|
|
|
|
|
| 8,127 |
| ||||||||
Depreciation and amortization |
| 16,403 |
|
|
|
|
|
|
|
|
|
|
|
|
| 16,403 |
| ||||||||
EBITDA |
| $ | (64,928 | ) |
|
|
|
|
|
|
|
|
|
|
|
| $ | (33,398 | ) | ||||||
Add: Business reorganization and related |
| 1,093 |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| ||||||||
Adjusted EBITDA |
| $ | (63,835 | ) |
|
|
|
|
|
|
|
|
|
|
|
| $ | (33,398 | ) | ||||||
*Earnings (loss) per share may not add due to rounding
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Non-GAAP CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(in thousands, except per share amounts)
|
|
|
| Non-GAAP Reconciling Items |
|
|
| |||||||||||||||
|
| Three months |
|
|
| Professional |
|
|
|
|
|
|
| Non-GAAP three |
| |||||||
|
| ended June 30, |
| Discontinued |
| fees and |
| Stock-based |
| Non-cash |
| Non-cash |
| months ended June 30, |
| |||||||
|
| 2010 |
| operations |
| legal matters |
| compensation |
| interest expense |
| tax expense |
| 2010 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net revenue |
| $ | 375,390 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 375,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Product costs |
| 101,077 |
| — |
| — |
| — |
| — |
| — |
| 101,077 |
| |||||||
Software development costs and royalties |
| 64,038 |
| — |
| — |
| (6,220 | ) | — |
| — |
| 57,818 |
| |||||||
Internal royalties |
| 67,462 |
| — |
| — |
| — |
| — |
| — |
| 67,462 |
| |||||||
Licenses |
| 11,469 |
| — |
| — |
| — |
| — |
| — |
| 11,469 |
| |||||||
Total cost of goods sold |
| 244,046 |
| — |
| — |
| (6,220 | ) | — |
| — |
| 237,826 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Gross profit |
| 131,344 |
| — |
| — |
| 6,220 |
| — |
| — |
| 137,564 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Selling and marketing |
| 49,805 |
| — |
| — |
| (1,228 | ) | — |
| — |
| 48,577 |
| |||||||
General and administrative |
| 26,202 |
| — |
| (61 | ) | (2,932 | ) | — |
| — |
| 23,209 |
| |||||||
Research and development |
| 16,181 |
| — |
| — |
| (841 | ) | — |
| — |
| 15,340 |
| |||||||
Depreciation and amortization |
| 3,765 |
| — |
| — |
| — |
| — |
| — |
| 3,765 |
| |||||||
Total operating expenses |
| 95,953 |
| — |
| (61 | ) | (5,001 | ) | — |
| — |
| 90,891 |
| |||||||
Income (loss) from operations |
| 35,391 |
| — |
| 61 |
| 11,221 |
| — |
| — |
| 46,673 |
| |||||||
Interest and other, net |
| (4,738 | ) | — |
| — |
| — |
| 1,755 |
| — |
| (2,983 | ) | |||||||
Income (loss) from continuing operations before income taxes |
| 30,653 |
| — |
| 61 |
| 11,221 |
| 1,755 |
| — |
| 43,690 |
| |||||||
Provision (benefit) for income taxes |
| 3,291 |
| — |
| — |
| — |
| — |
| (454 | ) | 2,837 |
| |||||||
Income (loss) from continuing operations |
| 27,362 |
| — |
| 61 |
| 11,221 |
| 1,755 |
| 454 |
| 40,853 |
| |||||||
Income (loss) from discontinued operations, net of taxes |
| (1,048 | ) | 1,048 |
| — |
| — |
| — |
| — |
| — |
| |||||||
Net income (loss) |
| $ | 26,314 |
| $ | 1,048 |
| $ | 61 |
| $ | 11,221 |
| $ | 1,755 |
| $ | 454 |
| $ | 40,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Earnings (loss) per share:* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic earnings (loss) per share |
| $ | 0.31 |
| $ | 0.01 |
| $ | 0.00 |
| $ | 0.13 |
| $ | 0.02 |
| $ | 0.01 |
| $ | 0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Diluted earnings (loss) per share (1) |
| $ | 0.30 |
| $ | 0.01 |
| $ | 0.00 |
| $ | 0.11 |
| $ | 0.02 |
| $ | 0.00 |
| $ | 0.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Weighted average shares outstanding (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
| 85,506 |
| 85,506 |
| 85,506 |
| 85,506 |
| 85,506 |
| 85,506 |
| 85,506 |
| |||||||
Diluted |
| 98,433 |
| 98,433 |
| 98,433 |
| 98,433 |
| 98,433 |
| 98,433 |
| 98,433 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Income (loss) from continuing operations before income taxes |
| $ | 30,653 |
|
|
|
|
|
|
|
|
|
|
| $ | 43,690 |
| |||||
Interest |
| 3,656 |
|
|
|
|
|
|
|
|
|
|
| 1,901 |
| |||||||
Depreciation and amortization |
| 3,765 |
|
|
|
|
|
|
|
|
|
|
| 3,765 |
| |||||||
EBITDA |
| $ | 38,074 |
|
|
|
|
|
|
|
|
|
|
| $ | 49,356 |
| |||||
*Earnings (loss) per share (“EPS”) may not add due to rounding
(1) For the three months ended June 30, 2010, diluted EPS has been calculated using the “if-converted” method as a result of the Convertible Senior Notes (“Convertible Notes”) issued in June 2009. Non-GAAP net income used for computing non-GAAP diluted EPS has been adjusted by $1,647 and GAAP net income used for computing GAAP diluted EPS has been adjusted by $3,402 related to interest and debt issuance costs, net of tax. The shares used for computing includes 12,927 shares related to the potential dilution from the Convertible Notes.
(2) Basic and diluted include participating shares of 6,153.
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Non-GAAP CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(in thousands, except per share amounts)
|
|
|
| Non-GAAP Reconciling Items |
|
|
| ||||||||||||||||||
|
| Three months |
|
|
| Professional |
|
|
|
|
|
|
| Business |
| Non-GAAP three |
| ||||||||
|
| ended September 30, |
| Discontinued |
| fees and |
| Stock-based |
| Non-cash |
| Non-cash |
| reorganization |
| ended September 30, |
| ||||||||
|
| 2010 |
| operations |
| legal matters |
| compensation |
| interest expense |
| tax expense |
| and related |
| 2010 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net revenue |
| $ | 244,972 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 244,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Product costs |
| 67,026 |
| — |
| — |
| — |
| — |
| — |
| — |
| 67,026 |
| ||||||||
Software development costs and royalties |
| 44,592 |
| — |
| — |
| (1,788 | ) | — |
| — |
| — |
| 42,804 |
| ||||||||
Internal royalties |
| 15,803 |
| — |
| — |
| — |
| — |
| — |
| — |
| 15,803 |
| ||||||||
Licenses |
| 9,221 |
| — |
| — |
| — |
| — |
| — |
| — |
| 9,221 |
| ||||||||
Total cost of goods sold |
| 136,642 |
| — |
| — |
| (1,788 | ) | — |
| — |
| — |
| 134,854 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Gross profit |
| 108,330 |
| — |
| — |
| 1,788 |
| — |
| — |
| — |
| 110,118 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Selling and marketing |
| 46,602 |
| — |
| — |
| (1,076 | ) | — |
| — |
| (18 | ) | 45,508 |
| ||||||||
General and administrative |
| 26,620 |
| — |
| 113 |
| (2,497 | ) | — |
| — |
| (115 | ) | 24,121 |
| ||||||||
Research and development |
| 18,074 |
| — |
| — |
| (1,132 | ) | — |
| — |
| (1,580 | ) | 15,362 |
| ||||||||
Depreciation and amortization |
| 4,005 |
| — |
| — |
| — |
| — |
| — |
| — |
| 4,005 |
| ||||||||
Total operating expenses |
| 95,301 |
| — |
| 113 |
| (4,705 | ) | — |
| — |
| (1,713 | ) | 88,996 |
| ||||||||
Income (loss) from operations |
| 13,029 |
| — |
| (113 | ) | 6,493 |
| — |
| — |
| 1,713 |
| 21,122 |
| ||||||||
Interest and other, net |
| (1,644 | ) | — |
| — |
| — |
| 1,813 |
| — |
| — |
| 169 |
| ||||||||
Income (loss) from continuing operations before income taxes |
| 11,385 |
| — |
| (113 | ) | 6,493 |
| 1,813 |
| — |
| 1,713 |
| 21,291 |
| ||||||||
Provision (benefit) for income taxes |
| 3,347 |
| — |
| — |
| — |
| — |
| (467 | ) | — |
| 2,880 |
| ||||||||
Income (loss) from continuing operations |
| 8,038 |
| — |
| (113 | ) | 6,493 |
| 1,813 |
| 467 |
| 1,713 |
| 18,411 |
| ||||||||
Income (loss) from discontinued operations, net of taxes |
| (4,699 | ) | 4,699 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||||
Net income (loss) |
| $ | 3,339 |
| $ | 4,699 |
| $ | (113 | ) | $ | 6,493 |
| $ | 1,813 |
| $ | 467 |
| $ | 1,713 |
| $ | 18,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Earnings (loss) per share:* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Basic earnings (loss) per share |
| $ | 0.04 |
| $ | 0.05 |
| $ | 0.00 |
| $ | 0.08 |
| $ | 0.02 |
| $ | 0.01 |
| $ | 0.02 |
| $ | 0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Diluted earnings (loss) per share (1) |
| $ | 0.04 |
| $ | 0.05 |
| $ | 0.00 |
| $ | 0.07 |
| $ | 0.02 |
| $ | 0.00 |
| $ | 0.02 |
| $ | 0.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Weighted average shares outstanding (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Basic |
| 85,580 |
| 85,580 |
| 85,580 |
| 85,580 |
| 85,580 |
| 85,580 |
| 85,580 |
| 85,580 |
| ||||||||
Diluted |
| 85,580 |
| 98,507 |
| 98,507 |
| 98,507 |
| 98,507 |
| 98,507 |
| 98,507 |
| 98,507 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Income (loss) from continuing operations before income taxes |
| $ | 11,385 |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 21,291 |
| ||||||
Interest |
| 4,101 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2,288 |
| ||||||||
Depreciation and amortization |
| 4,005 |
|
|
|
|
|
|
|
|
|
|
|
|
| 4,005 |
| ||||||||
EBITDA |
| $ | 19,491 |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 27,584 |
| ||||||
Add: Business reorganization and related |
| 1,713 |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| ||||||||
Adjusted EBITDA |
| $ | 21,204 |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 27,584 |
| ||||||
*Earnings (loss) per share may not add due to rounding
(1) For the three months ended September 30, 2010, non-GAAP EPS — diluted EPS has been calculated using the “if-converted” method as a result of the Convertible Senior Notes (“Convertible Notes”) issued in June 2009. Non-GAAP net income used for computing non-GAAP diluted EPS has been adjusted by $1,680 related to interest and debt issuance costs, net of tax. The shares used for computing includes 12,927 shares related to the potential dilution from the Convertible Notes. The “if-converted” method was not used for GAAP EPS presented as the assumed conversion would have been anti-dilutive.
(2) Basic and diluted include participating shares of 5,786.
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Non-GAAP CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(in thousands, except per share amounts)
|
|
|
| Non-GAAP Reconciling Items |
|
|
| |||||||||||||||
|
| Three months |
|
|
| Professional |
|
|
|
|
|
|
| Non-GAAP three |
| |||||||
|
| ended December 31, |
| Discontinued |
| fees and |
| Stock-based |
| Non-cash |
| Non-cash |
| months ended December 31, |
| |||||||
|
| 2010 |
| operations |
| legal matters |
| compensation |
| interest expense |
| tax expense |
| 2010 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net revenue |
| $ | 334,259 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 334,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Product costs |
| 98,067 |
| — |
| — |
| — |
| — |
| — |
| 98,067 |
| |||||||
Software development costs and royalties |
| 40,276 |
| — |
| — |
| (1,793 | ) | — |
| — |
| 38,483 |
| |||||||
Internal royalties |
| 22,001 |
| — |
| — |
| — |
| — |
| — |
| 22,001 |
| |||||||
Licenses |
| 28,306 |
| — |
| — |
| — |
| — |
| — |
| 28,306 |
| |||||||
Total cost of goods sold |
| 188,650 |
| — |
| — |
| (1,793 | ) | — |
| — |
| 186,857 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Gross profit |
| 145,609 |
| — |
| — |
| 1,793 |
| — |
| — |
| 147,402 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Selling and marketing |
| 47,861 |
| — |
| — |
| (1,141 | ) | — |
| — |
| 46,720 |
| |||||||
General and administrative |
| 27,492 |
| — |
| (423 | ) | (1,982 | ) | — |
| — |
| 25,087 |
| |||||||
Research and development |
| 18,073 |
| — |
| — |
| (1,000 | ) | — |
| — |
| 17,073 |
| |||||||
Depreciation and amortization |
| 3,501 |
| — |
| — |
| — |
| — |
| — |
| 3,501 |
| |||||||
Total operating expenses |
| 96,927 |
| — |
| (423 | ) | (4,123 | ) | — |
| — |
| 92,381 |
| |||||||
Income (loss) from operations |
| 48,682 |
| — |
| 423 |
| 5,916 |
| — |
| — |
| 55,021 |
| |||||||
Interest and other, net |
| (4,013 | ) | — |
| — |
| — |
| 1,872 |
| — |
| (2,141 | ) | |||||||
Income (loss) from continuing operations before income taxes |
| 44,669 |
| — |
| 423 |
| 5,916 |
| 1,872 |
| — |
| 52,880 |
| |||||||
Provision for income taxes |
| 3,849 |
| — |
| — |
| — |
| — |
| (472 | ) | 3,377 |
| |||||||
Income (loss) from continuing operations |
| 40,820 |
| — |
| 423 |
| 5,916 |
| 1,872 |
| 472 |
| 49,503 |
| |||||||
Income (loss) from discontinued operations, net of taxes |
| 39 |
| (39 | ) | — |
| — |
| — |
| — |
| — |
| |||||||
Net income (loss) |
| $ | 40,859 |
| $ | (39 | ) | $ | 423 |
| $ | 5,916 |
| $ | 1,872 |
| $ | 472 |
| $ | 49,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Earnings (loss) per share:* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic earnings (loss) per share |
| $ | 0.47 |
| $ | 0.00 |
| $ | 0.00 |
| $ | 0.07 |
| $ | 0.02 |
| $ | 0.01 |
| $ | 0.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Diluted earnings (loss) per share (1) |
| $ | 0.45 |
| $ | 0.00 |
| $ | 0.00 |
| $ | 0.06 |
| $ | 0.02 |
| $ | 0.00 |
| $ | 0.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Weighted average shares outstanding (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
| 86,321 |
| 86,321 |
| 86,321 |
| 86,321 |
| 86,321 |
| 86,321 |
| 86,321 |
| |||||||
Diluted |
| 99,260 |
| 99,260 |
| 99,260 |
| 99,260 |
| 99,260 |
| 99,260 |
| 99,260 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Income (loss) from continuing operations before income taxes |
| $ | 44,669 |
|
|
|
|
|
|
|
|
|
|
| $ | 52,880 |
| |||||
Interest |
| 3,711 |
|
|
|
|
|
|
|
|
|
|
| 1,839 |
| |||||||
Depreciation and amortization |
| 3,501 |
|
|
|
|
|
|
|
|
|
|
| 3,501 |
| |||||||
EBITDA |
| $ | 51,881 |
|
|
|
|
|
|
|
|
|
|
| $ | 58,220 |
| |||||
*Earnings (loss) per share (“EPS”) may not add due to rounding
(1) For the three months ended December 31, 2010, diluted EPS has been calculated using the “if-converted” method as a result of the Convertible Senior Notes (“Convertible Notes”) issued in June 2009. Non-GAAP net income used for computing non-GAAP diluted EPS has been adjusted by $1,680 and GAAP net income used for computing GAAP diluted EPS has been adjusted by $3,552 related to interest and debt issuance costs, net of tax. The shares used for computing includes 12,927 shares related to the potential dilution from the Convertible Notes.
(2) Basic and diluted include participating shares of 5,578.