U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
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FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED AUGUST 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____ TO _____
COMMISSION FILE NUMBER 0-16986
ACCLAIM ENTERTAINMENT, INC.
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(Exact name of the registrant as specified in its charter)
Delaware 38-2698904
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(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
ONE ACCLAIM PLAZA, GLEN COVE, NEW YORK 11542
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(Address of principal executive offices)
(516) 656-5000
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(Registrant's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.02 PAR VALUE
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
As at November 26, 2001, 78,976,026 shares of Common Stock of the
Registrant were issued and outstanding and the aggregate market value of
voting common stock held by non-affiliates was approximately $384,670,004.
The Registrant's Proxy Statement for its Annual Meeting of
Stockholders relating to fiscal 2001 is hereby incorporated by reference into
Part III of this Form 10-K.
STATEMENT REGARDING AMENDMENT NO. 1
Acclaim Entertainment, Inc., (the "Company"), is filing this Amendment
No. 1 to the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission on November 29, 2001 in order to amend Part II, Item 7, and
Item 8, and Part IV, Item 14 as follows. All capitalized terms used and not
otherwise defined herein shall have the meaning specified in the Company's Form
10-K.
CAUTIONS ABOUT FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (including Item 1 ("Business") and Item
7 ("Management's Discussion and Analysis of Financial Condition and Results of
Operations")) contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. When used in this report, the words "believe,"
"anticipate," "think," "intend," "plan," "expect," "project," "will be" and
similar expressions identify such forward-looking statements. The
forward-looking statements included herein are based on current expectations and
assumptions that involve a number of risks and uncertainties. Such statements
regarding future events and/or the future financial performance of Acclaim
Entertainment, Inc., together with its subsidiaries are subject to certain risks
and uncertainties, such as the timing of game console transitions, the continued
support of the Company's lead lender and vendors, delays in the completion or
release of products, the availability of financing, the achievement of sales
assumptions as projected, the continuation of savings from expense reductions,
the risk of war, terrorism and similar hostilities, the possible lack of
consumer appeal and acceptance of products released by the Company, fluctuations
in demand, that competitive conditions within the Company's markets will not
change materially or adversely, that the Company's forecasts will accurately
anticipate market demand, and the risks discussed in "Factors Affecting Future
Performance", which could cause actual events or the actual future results of
the Company to differ materially from any forward-looking statement. Assumptions
relating to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions, and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond the control of the Company. Although the Company
believes that the assumptions underlying the forward-looking statements are
reasonable, the business and operations of the Company are subject to
substantial risks that increase the uncertainty inherent in the forward-looking
statements. In light of the significant risks and uncertainties inherent in the
forward-looking statements included herein, the inclusion of such statements
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW
The Company develops, publishes, distributes and markets under its
brand names video and computer games on a worldwide basis for popular
interactive entertainment consoles, such as Sony's PlayStation and PlayStation
2, Nintendo's Game Boy Advance and GameCube and Microsoft's Xbox, and, to a
lesser extent, PCs. In fiscal 2001, the Company released a total of thirty-five
titles for PlayStation, PlayStation 2, Game Boy Color, Dreamcast and PCs. In
fiscal 2002, the Company currently plans to release a total of approximately
fifty titles for PlayStation, PlayStation 2, Game Boy Advance, GameCube, Xbox
and PCs. The Company develops its own software in its six software development
studios located in the U.S. and the U.K., which includes a motion capture studio
and a recording studio in the U.S., and contracts with independent software
developers to create software for the Company. The Company distributes its
software directly through its subsidiaries in North America, the U.K., Germany,
France, Spain, and Australia. The Company uses regional distributors in Japan
and the Pacific Rim. The Company also distributes software developed and
published by third parties, develops and publishes strategy guides relating to
its software and issues "special edition" comic magazines from time to time to
support its time valued brands, Turok and Shadow Man.
The video and computer games industry is characterized by rapid
technological changes, which have resulted in successive introductions of
increasingly advanced game consoles and PCs. As a result of the rapid
technological shifts, no single game console or PC system has achieved
long-term dominance in the video and computer games market. Therefore, the
Company must continually anticipate game console cycles and its research and
development group must develop software programming tools necessary for
emerging hardware systems.
The Company's revenues have traditionally been derived from sales of
software for the then-popular game consoles. Accordingly, the Company's
performance has been, and is expected in the future to be, materially and
adversely affected by platform transitions. In fiscal 2000, the video and
computer games industry began experiencing another platform transition from
32-bit and 64-bit to 128-bit game consoles and related software. The Company
believes that sales of 32-bit and 64-bit game consoles peaked in fiscal 1999,
and deteriorated in fiscal 2000 and 2001. This transition during fiscal 2000
resulted in increased competition, fewer hit titles capable of achieving
significant sales levels and increased price weakness for non-hit titles. The
software transition also resulted in an industry-wide software price weakness
which impacted the Company's operating results during fiscal 2000, as the
market commenced a shift to next-generation systems that were launched by Sega
in fiscal 2000 and Sony in fiscal 2001. Sony introduced PlayStation 2 in Japan
in the spring of 2000 and shipped a limited number of units in the U.S. and
Europe in the fall of 2000. Sony announced that it expects to sell
twenty-three million PlayStation 2 units worldwide by the end of calendar year
2001. Microsoft introduced its Xbox system entering the video game console
market for the first time in the U.S. in November 2001; it has announced that it
plans to ship approximately one million Xbox units in the U.S. by the end of
calendar 2001. Nintendo introduced its next-generation system, the GameCube,
in Japan in September 2001 and in the U.S. in November 2001, and has announced
that it intends to ship approximately two and one half million units in these
two territories by the end of calendar 2001. Nintendo intends to launch the
GameCube in Europe in the spring of 2002. Nintendo also launched its new
handheld system, Game Boy Advance, in Japan, the U.S. and Europe in the spring
of 2001. In early 2001, Sega announced its plan to exit the hardware business,
cease distribution and sales of its Dreamcast console and re-deploy its
resources to develop software for multiple platforms. See "Factors Affecting
Future Performance: Industry Trends, Platform Transitions and Technological
Change May Adversely Affect the Company's Revenues and Profitability" above.
The Company's current release schedule is developed around
PlayStation 2, Xbox, Game Boy Advance and GameCube. The Company will continue
to support legacy systems, such as PlayStation, on a limited basis. The
Company did not release any N64 titles in fiscal 2001 and does not plan to
release any new N64 or Dreamcast titles in fiscal 2002. In early 2001, Sega
announced its plan to exit the hardware business, cease distribution and sales
of its Dreamcast console and re-deploy its resources to develop software for
multiple platforms. Although the installed base of next-generation systems in
fiscal 2001 did not support software sales at the levels achieved in fiscal
1999 ($431 million), which was prior to the current platform transition, when
the current transition is complete, the Company anticipates that the eventual
installed base of 128-bit systems will provide a market for its software large
enough to substantiate software sales at levels greater than those achieved in
fiscal 1999, and improved gross
4
margins are expected (based on the predominance of CD-based product rather
than cartridge-based product) when compared to fiscal 2000 and 2001. There can
be no assurance, however, that the next-generation game systems (e.g.,
Nintendo's GameCube, Microsoft's Xbox and Sony's PlayStation 2) will achieve
commercial success similar to and/or consistent with the previous level of
installed bases of the 32-bit PlayStation or 64-bit N64, nor can there be any
assurances made as to the timing of their success. See "Liquidity and Capital
Resources" below and "Factors Affecting Future Performance: Industry Trends,
Console Transitions and Technological Change May Adversely Affect the
Company's Revenues and Profitability."
The technological advances that have been incorporated into Sony's
PlayStation 2, Nintendo's GameCube and Microsoft's Xbox include, in addition to
faster microprocessors and more powerful graphic chipsets, a host of new
features not previously offered in video game consoles. Both PlayStation 2, Game
Cube and Xbox utilizing peripheral equipment, are capable of playing DVD movies.
In addition, PlayStation 2, Game Cube and Xbox each feature dial up and
broadband Internet connectivity capability. These new console features provide
consumers with a single product that serves multiple entertainment functions.
The rapid technological advances in game consoles have significantly
changed the look and feel of software as well as the software development
process. Currently, the process of developing software for the new 128-bit
consoles is extremely complex and the Company expects it to become even more
complex and expensive with the advent of more powerful future game consoles.
According to the Company's current estimates, the average development time for
a title for dedicated game consoles is between twelve and thirty-six months
and the average development cost for a title is between $2 million and $8
million. The average development time for the Company's software for handheld
systems is currently between six and nine months and the average development
cost for a title is between $200,000 and $400,000.
The Company's revenues in any period are generally driven by the
titles released by the Company in that period. The Company has experienced
delays in the introduction of new titles, which has had a negative impact on
its operations, as well as quarterly and annual reported financial results. It
is likely that some of the Company's future titles will not be released in
accordance with the Company's operating plans, in which event its results of
operations and profitability in that period would be negatively affected. See
"Liquidity and Capital Resources" below and "Factors Affecting Future
Performance: Revenues and Liquidity Are Dependent on Timely Introduction of
New Titles."
Revenues from the Company's 32-bit and 64-bit software in fiscal 2000
were significantly below the Company's projections and fiscal 1999 results, as
the Company moved to implement its strategy to transition its business operating
model to focus on CD-based product. See "Gross Profit" below. Although the
Company anticipated the softening of the market for the maturing game consoles
it was not able to precisely gauge the depth of the impact of this industry
transition on the Company's revenue. The Company attributes the significant
revenue decrease in fiscal 2000 compared to fiscal 1999 to four primary factors:
(1) lower than expected retail sell-through on certain N64 and Dreamcast titles,
which accounted for approximately 335,000 less units being sold at or near full
price, thus requiring the Company to provide higher sales allowances; (2) delays
in the introduction of six new titles which impacted fiscal 2000 gross revenue
by approximately $31 million; (3) the industry transition to next generation
systems, the Company implemented a strategy to cease development of all N64
software, which accounted for approximately 59% of the Company's total gross
revenue for fiscal 1999; (4) at a time when the Company's release strategy was
Nintendo (N64) dependent, the Company cancelled fourteen titles (primarily for
N64, Dreamcast, and PC systems) scheduled for release in fiscal 2000 with total
forecasted gross revenue of approximately $95.0 million. In fact, the Company's
fiscal 2000 N64 business decreased 71% from fiscal 1999 and accounted for 31% of
the total fiscal 2000 gross revenue. The Company assessed the impact that the
above factors had on the level of returns and price concessions that would need
to be provided on shipments of new 32-bit and 64-bit products during the last
half of fiscal 2000, and given its decision to exit the N64 market, the Company
established higher allowances for N64 products shipped during fiscal 2000 and
increased its allowances for N64 products that remained unsold in the retail
channel. The decline in fiscal 2000 sales was partially offset by revenues from
software for Sega's Dreamcast, but sales for this console were lower in fiscal
2001 than the prior year based predominantly on Sega's announced hardware
product discontinuation.
Revenues from sales of the Company's software in fiscal 2001 increased
predominantly as a result of increases in sales of PlayStation, PlayStation 2
and Game Boy products, and reduced markdown allowances due to the change in the
overall product mix from cartridge- to CD-based product, which have a shorter
order cycle and
5
require less on-hand inventory. As a result of the industry platform
transition, revenues from the Company's 64-bit software and certain 128-bit
software in fiscal 2001 were negatively impacted by (1) the continuous decline
of the market for N64 software and the Company's prior emphasis on developing
products for the N64 platform, (2) the decline of the market for Dreamcast
software and Sega's exit from the hardware market, and (3) the limited number
of PlayStation 2 consoles. As of August 31, 2001, there were approximately four
million PlayStation 2 consoles in the United States. See "Results of
Operations" discussion below.
In fiscal 2001, the Company changed its quarterly closing dates from
the last calendar day of the quarter to the Saturday closest to the quarter
end. The change applied to quarterly dates while the year-end date remained
unchanged. The change did not have a material effect on the financial
condition, results of operations or cash flows of the Company for any quarter
in fiscal 2001.
The Company recorded net earnings of $17.3 million, or $0.26 per
diluted share, for the fiscal year ended August 31, 2001 compared to a net
loss of ($131.7) million, or ($2.36) per diluted share and net earnings of
$36.1 million, or $0.57 per diluted share, for the fiscal years ended August
31, 2000 and 1999, respectively. Earnings from operations increased due
primarily to a significant reduction of $91.0 million, or 45%, in operating
expenses from $203.3 million in fiscal 2000 to $112.3 million in fiscal 2001.
In the second half of fiscal 2000 and continuing into fiscal 2001, the Company
implemented the following initiatives to reduce fixed and variable expenses
company wide by eliminating certain marginal titles under development,
reducing staff and lowering marketing and selling expenses:
o Reduction of Marketing and Selling Expenses - The Company made the
strategic decision to limit TV and print media advertising
expenditures for software compatible with next-generation systems
because the installed base in North America of the PlayStation 2
system was not sufficient (four million units as of August 31,
2001) to warrant such expenditures. This action was the primary
reason for the 56% reduction in marketing and selling expenses
of $40.0 million to $31.6 million in fiscal 2001 from $71.6 million
in fiscal 2000.
o Reduction of Overhead and Other Operating Expenses - Through a
series of targeted headcount and other operating expense
reductions, the Company successfully executed its cost reduction
plan, which for fiscal 2001 reduced overhead and other operating
expenses by $51.0 million, or 39%, to $80.7 million from $131.7
million for the prior year. The Company reduced personnel by 23%,
from 800 employees at May 31, 2000 to 613 employees at August 31,
2001.
For fiscal years 2001, 2000 and 1999, approximately 24%, 57%, and
82%, respectively, of the Company's gross revenues were derived from software
developed by its studios. Revenue for fiscal 2001 included two
internally-developed software titles, Crazy Taxi and All Star Baseball 2002,
which together accounted for approximately 15% of gross revenues.
The Company implemented a three-tier product development strategy in
fiscal 2000 to ensure that its software would be competitive for all of the
next-generation hardware systems: first, it directed its studios to develop
the software tools and engines for all the next-generation hardware systems,
second, it ensured that the development of its key titles for next-generation
systems were performed by its internal studios (i.e., Turok, Jinx, All Star
Baseball, and NFL Quarterback Club, among others) and third, it contracted
with independent studios for the development of software for PlayStation and
Game Boy Color. Internal development of games permits the Company to better
control variable expenses, spread the costs of its software development tools
and engines across several different games, shorten the development time and
costs of creating sequels (i.e. All Star Baseball, and NFL Quarterback Club),
protect the proprietary game engine technology for next-generation systems, and
helps ensure the timeliness and quality of its titles. Research and development
expenses declined $17.6 million or 31% primarily as a result of the reduction of
the overall number of titles in development. Because of the focus on fewer,
better games for the next-generation systems, and the fact that a significant
amount of the research and development work for developing the next-generation
game engines was completed in fiscal 2000 and 2001, the Company believes that it
is well positioned to compete in the future. The Company generally expects
research and development expenses to increase ratably with net revenue in the
future as it develops titles and sequels across all platforms. See "Factors
Affecting Future Performance: Profitability is Affected By Research and
Development Expense Fluctuations due to Console Transitions and Development for
Multiple Consoles."
6
As the Company emerges from the current game console transition and
prepares to compete in the software market for next-generation systems, it is
necessary that the Company continue to meet its product release schedule,
sales projections and manage its operational expenditures at planned levels in
order to generate sufficient liquidity to fund its operations and to repay the
remaining Note holders at maturity. See "Liquidity and Capital Resources" and
Note 9 (Debt) of the Notes to Consolidated Financial Statements in Item 8 of
this Form 10-K.
The Company's results of operations in the future will be dependent
in large part on (1) the timing and rate of growth of the software market for
128-bit and other emerging game systems and (2) the Company's ability to
identify, develop and timely publish, in accordance with its product release
schedule, software that performs well in the marketplace.
RESULTS OF OPERATIONS
The following table shows certain statements of consolidated
operations data as a percentage of net revenues for the periods indicated:
FISCAL YEARS ENDED AUGUST 31,
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2001 2000 1999
------------------- ------------------- -------------------
Domestic revenues 74.0% 63.6% 69.7%
Foreign revenues 26.0% 36.4% 30.3%
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Net revenues 100.0% 100.0% 100.0%
Cost of revenues 31.4% 55.9% 46.6%
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Gross profit 68.6% 44.1% 53.4%
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Operating expenses
Marketing and selling 16.0% 38.0% 16.8%
General and administrative 20.7% 29.9% 14.9%
Research and development 20.2% 30.4% 11.7%
Goodwill writedown - 9.5% -
Litigation recovery - - (0.4%)
------------------- ------------------- -------------------
Total operating expenses 56.9% 107.8% 43.0%
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Earnings (loss) from operations 11.7% (63.7%) 10.4%
Other income (expense)
Interest income 0.2% 2.0% 0.9%
Interest expense (5.6%) (6.1%) (2.4%)
Other income (expense) 0.9% (2.1%) 0.1%
------------------- ------------------- -------------------
Total other expense (4.5%) (6.2%) (1.4%)
------------------- ------------------- -------------------
Earnings (loss) before income taxes 7.2% (69.9%) 9.0%
Income tax provision (benefit) (0.1%) - 0.7%
------------------- ------------------- -------------------
Earnings (loss) before extraordinary gain 7.3% (69.9%) 8.3%
Extraordinary gain 1.4% - -
------------------- ------------------- -------------------
Net earnings (loss) 8.7% (69.9%) 8.3%
=================== =================== ===================
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NET REVENUES
The Company's gross revenues were derived from the following product
categories:
FISCAL YEARS ENDED AUGUST 31,
---------------------------------------------------
2001 2000 1999
--------------- --------------- -------------
Nintendo Game Boy software........................... 11% 9% 5%
Nintendo 64 software................................. 2% 31% 59%
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Subtotal for cartridge-based software........... 13% 40% 64%
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Sony PlayStation: 32-bit software.................... 41% 32% 27%
Sony PlayStation 2: 128-bit software................. 33% - -
Sega Dreamcast: 128-bit software..................... 9% (1 ) 21% (less than)1%
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Subtotal for CD-based software................. 83% 53% 27%
--------------- --------------- -------------
PC software.......................................... 4% 7% 9%
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Total................................................ 100% 100% 100%
=============== =============== =============
- ----------------
(1) Sales occurred primarily during the first quarter of fiscal 2001.
Note: The numbers in the above schedule do not give effect to sales credits
and allowances as the Company does not track sales credits and allowances by
product category. Accordingly, the numbers presented may vary materially from
those that would be disclosed were the Company able to present such
information net of sales credits and allowances as a percentage of net
revenues.
The Company derives net revenues from shipment of finished products
to its customers. Net revenues from product sales are recorded after deducting
the estimated cost of allowances for returns and price concessions given. For
the fiscal year ended August 31, 2001, net revenues of $197.6 million
reflected an increase of approximately $9.0 million or 5%, compared to $188.6
million for the same period last year. Revenues from sales of the Company's
software in fiscal 2001 increased predominantly as a result of increases in
sales of PlayStation, PlayStation 2 and Game Boy products, and reduced markdown
allowances due to the change in the overall product mix from cartridge- to
CD-based product, which has a shorter order cycle and require less on-hand
inventory, which the Company believes will permit more accurate and lower
allowance estimates. As a result of the industry platform transition, revenues
from the Company's 64-bit software and certain 128-bit software in fiscal 2001
were negatively impacted by (1) the continuous decline of the market for N64
software and the Company's prior emphasis on developing products for the N64
platform, (2) the decline of the market for Dreamcast software and Sega's exit
from the hardware market, and (3) the limited number of PlayStation 2 consoles.
During fiscal 2001, the accelerated hardware transition that had commenced in
fiscal 2000 reversed course and began to slow due to production delays
experienced by Sony in the manufacture of its PlayStation 2. As a result, N64,
Dreamcast and other related and marked down products in the retail channel
continued to sell through at higher rates than previously forecasted because of
the unavailability of PlayStation 2 in the marketplace in the quantities
expected. Accordingly, in fiscal 2001, the Company did not need to provide for
any additional sales allowances for N64 products as a result of
better-than-expected continued sell through of N64 and other remaining and
marked down products in the retail channel.
In the fiscal year ended August 31, 2001, the Dave Mirra Freestyle
BMX franchise (for multiple platforms), Mary-Kate & Ashley (for multiple
platforms) Crazy Taxi, and All-Star Baseball 2002 each for PlayStation 2,
accounted for approximately 25%, 13%, 10%, and 5%, respectively, of the
Company's gross revenues. In the fiscal year ended August 31, 2000, WWF
Attitude (for multiple platforms), the ECW franchise (for multiple platforms),
the South Park franchise (for multiple platforms) and the Turok franchise(for
multiple platforms), accounted for approximately 11%, 20%, 10%, and 9.5%,
respectively, of the Company's gross revenues. In the fiscal year ended 1999,
Turok 2: Seeds of Evil (for multiple platforms), WWF Attitude (for multiple
platforms), WWF Warzone (for
8
multiple platforms), and South Park (for multiple platforms) accounted for
approximately 17%, 15%, 13%, and 10%, respectively, of the Company's gross
revenues. Sales of titles using South Park properties aggregated less than 1%
and 20% of gross revenues in fiscal 2001 and 2000, respectively. Licenses
relating to South Park, and WWF software were either not renewed or were
terminated in fiscal 2001 based on the Company's product release strategy,
financial resources and the economic viability of such products. As a result
of ECW's bankruptcy in fiscal 2000, the Company can no longer utilize ECW's
license. Sales of titles using ECW properties aggregated 10% of gross revenues
during that year.
In November 2001, the Company released four titles for Nintendo's
GameCube and two titles for Game Boy Advance.
The Company anticipates that its mix of domestic and foreign net
revenues will continue to be affected by the content of titles it releases to
the extent such titles are more relatively positioned for the domestic
consumer.
A significant portion of the Company's revenues in any quarter are
generally derived from software first released in that quarter or in the
immediately preceding quarter. See "Factors Affecting Future Performance:
Revenues and Liquidity Are Dependent on Timely Introduction of New Titles" and
"The Company's Future Success is Dependent on Its Ability to Release "Hit"
Titles."
GROSS PROFIT
Gross profit is significantly affected by the sales mix between
CD-based and cartridge-based software. Gross profit is also from time to time
significantly affected by the level of price concessions provided to retailers
and distributors as well as from fees paid to third-party distributors for
software sold overseas. The Company grants price concessions to its key
customers who are major retailers that control the market access to the
consumer, when those concessions are necessary to maintain the Company's
relationships with the retailers and access to its retail channel customers. If
the consumers demand for a specific title falls below expectations or
significantly declines below previous rates of sale, then, a price concession or
credit may be negotiated to spur further sales. Gross profit percentages earned
on foreign software sales to third-party distributors are generally one third
lower than those on sales the Company makes directly to foreign retailers.
Gross profit of $135.5 million (69% of net revenues) for the fiscal
year ended August 31, 2001 increased $52.3 million or 63% from $83.2 million
(44% of net revenues) for the fiscal year ended August 31, 2000. The increased
gross profit for fiscal 2001 over the prior year is due to significant
PlayStation and PlayStation 2 software sales volume and the reduced dependency
on N64 products. The Company's improved gross profit as a percentage of net
revenues for fiscal 2001 as compared to fiscal 2000 is partially attributable to
the strategic transformation of its operating business model from
cartridge-based product to CD-based product. For fiscal 2001, N64 titles
accounted for only 2% of gross revenues, compared to approximately 31% of gross
revenues in the prior year. This shift helped the Company to achieve (1) lower
inventory levels, (2) improved inventory turnover rates, and (3) reduced
product-manufacturing costs per unit, which had a positive effect on gross
profit as a percentage of net revenues. The Company realized lower inventory
levels because the lead-time for the production of software decreased from six
to eight weeks for cartridge-based software to seven to fourteen days for
CD-based software. The Company, through an electronic retail sales tracking
system provided by a third party, was able to order and deliver products more
rapidly based on the reported sell-through at retailers, thereby reducing
required on-hand inventory levels, improving inventory turnover rates and
reducing inventory related costs. Additionally, the average cost to manufacture
CD-based software ($9 per unit on average) is significantly lower than that of
cartridge-based software ($19 per unit on average), which results in
significantly higher gross margins and allows the Company to permit markdown
allowances to various price points while still recovering the manufacturing cost
of the CD-based product. Conversely, the higher manufacturing cost of
cartridge-based software does not permit this flexibility and may prevent the
Company from recovering its manufacturing cost, as has occurred in the past. For
fiscal 2001, approximately 83% of the Company's revenue was derived from
CD-based product compared to 53% for the prior year. The improved gross margin
for the fiscal year ended August 31, 2001 was also attributable to decreased
sales allowances primarily due to increased rates of retail sell through for
products released in fiscal 2001, compared to lower sell-through rates in the
prior year, which resulted in the Company providing for and offering customers
higher levels of sales allowances in fiscal 2000. In fiscal 2000, the Company,
anticipating the decreased rate of growth for N64 hardware and decreasing N64
software sales, established higher allowances for N64 products that shipped
during fiscal 2000, and increased the allowances for N64 product that remained
unsold in the retail channel. In fiscal 2001, due to the continued sell through
of N64 and other released and marked down products in the retail channel, which
resulted from delays in the 128-bit transition, the Company did not need to
9
provide for any additional sales allowances for these products and was able to
reduce by $11.5 million previously established allowances related to products
that sold through the retail channel where the Company did not need to provide
the customer a price concession.
The Company's gross profit in fiscal 2002 is dependent in large part
on the timing and rate of growth of the software market for 128-bit and other
emerging game consoles, primarily PlayStation 2, Nintendo's GameCube and
Microsoft's Xbox, and the Company's ability to identify, develop and timely
publish, in accordance with its product release schedule, software that sells
through at projected levels at retail. See "Factors Affecting Future
Performance: Liquidity and Meeting Cash Requirements are Dependent on
Achieving Timely Product Releases and Sales Objectives."
Gross profit decreased to $83.2 million (44% of net revenues) for
fiscal 2000 from $230.0 million (53% of net revenues) for fiscal 1999. The
decrease of $146.8 million is predominantly due to the decrease in net
revenues, the establishment of increased sales allowances for returns, price
concessions and price protection, as well as lower average net selling prices
per unit obtained during the platform transition period of fiscal 2000 as
compared to fiscal 1999.
OPERATING EXPENSES
Operating expenses for the fiscal year ended August 31, 2001 of $112.3
million (57% of net revenues) were $91.0 million, or 45%, lower than the $203.3
million of operating expenses for the fiscal year ended August 31, 2000.
Operating expenses for the year ended August 31, 2000 of $203.3 million (108%
of net revenues) were $18.0 million, or 10%, higher than the $185.3 million of
operating expenses for the fiscal year ended August 31, 1999.
Marketing and selling expenses of $31.6 million (16% of net revenues)
for the fiscal year ended August 31, 2001 decreased by $40.0 million or 56%
from $71.6 million (38% of net revenues) for the fiscal year ended August 31,
2000. The decrease in marketing expenses was primarily due to reduced
marketing expenditures in accordance with the Company's operating plan to
refocus and limit discretionary marketing spending on TV advertising and print
media to significantly lower levels than during the prior year. For fiscal
2001, the Company limited funding for TV and media advertising because the
estimated installed base in North America of the PlayStation 2 system of four
million units as of August 31, 2001 was not deemed sufficient to allow
marketing expenditures to be cost effective. Marketing and selling expenses
decreased to $71.6 million (38% of net revenues) for the year ended August 31,
2000 from $72.2 million (17% of net revenues) for the year ended August 31,
1999. Although marketing expenses increased by $9.6 million for fiscal 2000
over fiscal 1999 (primarily related to increased television and print
advertising), the increase was offset by lower sales commission expenses
recognized on lower revenues in fiscal 2000 as compared to fiscal 1999,
resulting in the overall decrease in marketing and selling expenses. The
significant increase of marketing and selling expenses as a percentage of
revenue in fiscal 2000 was due to the lower net revenues achieved in fiscal
2000.
General and administrative expenses of $40.8 million (21% of net
revenues) decreased by approximately $15.5 million or 28% for the fiscal year
ended August 31, 2001 from $56.4 million (30% of net revenues) for the fiscal
year ended August 31, 2000. The decrease is primarily due to the cost
reduction efforts initiated by the Company in the second half of fiscal 2000
and continuing throughout fiscal 2001. The reductions were realized primarily
from reductions in personnel and personnel related expenses. The Company
reduced total personnel by 23% (of which the majority were general and
administrative employees), from 800 employees at May 31, 2000 to 613 employees
at August 31, 2001.
Research and development expenses of $39.9 million (20% of net
revenues) decreased by $17.6 million or 31% for the fiscal year ended August 31,
2001 from $57.4 million (30% of net revenues) for the fiscal year ended August
31, 2000. The decrease in research and development expenses is related to the
reduction in the number of overall titles being developed. In addition, the
Company reduced development of software for the N64 and Dreamcast console
systems and concentrated its software development expenditures predominantly on
next-generation systems. Because expenditures for developing the software tools
and the game engines for next-generation consoles are complete, the Company now
possesses proprietary game engine and technology for next-generation consoles
which will allow for more cost-effective and quicker development of game
sequels. The Company generally expects research and development expenses to
increase proportionately with anticipated net revenue increases in the future as
it develops titles and sequels across all platforms. Research and development
10
expenses increased to $57.4 million (30% of net revenues) for the year ended
August 31, 2000 from $50.5 million (12% of net revenues) for the year ended
August 31, 1999. The dollar increase in fiscal 2000 is primarily attributable
to implementing the Company's strategy to establish its own brands, increasing
the number of internally developed titles, and increasing costs associated
with the decision to concurrently develop new game engines and programming
tools for the next-generation game consoles for Sony, Nintendo, Microsoft and
Sega while continuing to support the then-existing platforms and increased
personnel cost at the studios.
Software development costs are capitalized once technological
feasibility of the product is established. Prior to establishing technological
feasibility, software development costs are expensed to research and
development. Subsequent to establishing technological feasibility but before
general release of the software, development costs are capitalized. For sequel
products, once a proven game engine technology exists and the Company has
detailed program designs and other criteria supporting the technological
feasibility of the title in development have been met, the Company capitalizes
the remaining software development costs and begins to expense them upon release
of the product or when they are deemed unrecoverable. Once the software is
released to the public, ongoing development costs are expensed and capitalized
development costs are amortized to cost of revenues. The Company capitalized
approximately $5.6 million of software development costs, net of amortization,
for the fiscal year ended August 31, 2001 while it capitalized no software
development costs for the fiscal year ended August 31, 2000.
INTEREST INCOME AND EXPENSE
Interest income decreased by $3.3 million, or 88%, to $0.5 million
(0.2% of net revenues) for the fiscal year ended August 31, 2001 from $3.8
million (2% of net revenues) for the fiscal year ended August 31, 2000 and
decreased by $0.2 million, or 6%, from $4.0 million (1% of net revenues) for
the fiscal year ended August 31, 1999. The reduction in interest income for
fiscal 2001 and 2000 was due to lower average cash balances available for
investment. Cash balances were $26.8 million at August 31, 2001, mainly as a
result of the $33.6 million Private Placement, $6.7 million at August 31, 2000
and $74.4 million at August 31, 1999. Interest expense decreased by $0.5
million, or 4%, to $11.0 million (6% of net revenues) for the fiscal year ended
August 31, 2001 from $11.5 million (6% of net revenues) for the fiscal year
ended August 31, 2000 and increased from $10.3 million (2% of net revenues) for
the fiscal year ended August 31, 1999.
In the third quarter of fiscal 2001, the Company realized an
extraordinary gain of $7.1 million through the early retirement of $13.9
million in principal amount of Notes for an aggregate purchase price of $6.8
million, including the use of the proceeds from the concurrent sale of common
stock to the Note holders. In addition, in June 2001, the Company retired $6.6
million in principal amount of the Notes in exchange for 2,021,882 shares of
the Company's common stock, which resulted in a non-cash extraordinary loss on
extinguishment of debt of approximately $0.4 million. The Company was
subsequently required to issue additional common stock to certain former Note
holders due to the delayed effective date of an associated registration
statement. The issuance of the additional shares of common stock in the fourth
quarter of fiscal 2001 reduced the related third quarter extraordinary gain of
$7.1 million by approximately $4.0 million. As a result, the Company reported
a net extraordinary gain for the fiscal year ended August 31, 2001 of $2.8
million.
In the fourth quarter of fiscal 2000, the Company concluded that the
goodwill associated with Acclaim Comics, its comics and strategy guides
business, was no longer recoverable. Accordingly, the Company recorded a $17.9
million charge to write-off the remaining goodwill associated with the
business. This determination was based on the general deterioration in the
comic book and strategy guides publishing industry; the shortened longevity of
the characters featured in the Company's video games and strategy guides and
the inability of the featured characters to generate sufficient positive
operating cash flows before any charge for goodwill amortization. The Company
will continue to publish strategy guides to support its game titles and
"special issue" comic books to support certain of its internally-developed
characters, i.e., Turok and Shadow Man.
INCOME TAXES
As of August 31, 2001, the Company had a U.S. tax net operating loss
carryforward of approximately $201.0 million expiring in fiscal years 2011
through 2021. For the fiscal years ended August 31, 2001, 2000 and
11
1999, the (benefit) provision for income taxes of $(0.1) million, $0.1 million
and $3.0 million, respectively, related primarily to federal alternative
minimum, state and foreign taxes.
SEASONALITY
The Company's business is seasonal, with higher revenues and operating
income typically occurring during its first, second and fourth fiscal quarters
(which corresponds to the holiday-selling season). The timing of the delivery of
software titles and the release of new products cause material fluctuations in
the Company's quarterly revenues and earnings, which cause the Company's results
to vary from the seasonal patterns of the industry as a whole. See "Factors
Affecting Future Performance: Revenues Vary Due to the Seasonal Nature of Video
and PC Game Software Purchases."
LIQUIDITY AND CAPITAL RESOURCES
At August 31, 2001, the Company had a negative working capital
position of approximately ($43.1) million as compared to ($76.8) million at
August 31, 2000. The increase of $33.7 million in the Company's working
capital position in fiscal 2001 as compared to fiscal 2000 was primarily due
to the gross proceeds of $33.6 million obtained from the Private Placement.
Working capital was negatively impacted at August 31, 2001 as compared to
August 31, 2000 due to a reclassification of the Notes from a long-term to a
short-term liability. As of November 26, 2001, the Company had cash of
approximately $17.0 million. See "Factors Affecting Future Performance:
Liquidity and Cash Requirements are Dependent on Achieving Timely Product
Releases and Sales Objectives; If Cash Flows from Operations Are Not
Sufficient to Meet the Company's Needs, It May be Forced to Sell Assets,
Refinance Debt, or Further Downsize Operations".
The Company's working capital and stockholders' deficits at August
31, 2001, and the recurring use of cash in operating activities raise
substantial doubt about the Company's ability to continue as a going concern.
Short-term liquidity in fiscal 2001 was addressed by the Company receiving
additional borrowings under the Credit Agreement with the Bank, with proceeds
from the issuance of common stock and with short-term financing from
affiliates of the Company, which was borrowed and repaid in each of the second
and third quarters of fiscal 2001. To enhance long-term liquidity, the Company
implemented targeted expense reductions, including a significant reduction in
the number of its personnel, and raised $31.5 million (net of expenses) from
sales of common stock in the Private Placement, $4.8 million of other sales of
common stock and $9.5 million from the Participation.
In July 2001, the Bank in its discretion agreed to loan the Company
$10.0 million, above the standard borrowing formula under the Credit Agreement
(the "Overformula Loan"), which is required to be repaid by January 7, 2002. As
security for the Overformula Loan, the Bank was granted a second mortgage on the
Company's headquarters located in Glen Cove, New York, and two of the Company's
executive officers each personally pledged to the Bank 625,000 shares of the
Company's common stock, with an approximate aggregate market value of $5.0
million. In the event the market value of such pledged stock (based on a ten
trading day average reviewed by the Bank monthly) decreases below $5.0 million
and such executive officers do not deliver additional shares of stock of the
Company to cover such shortfall, the Bank is entitled to reduce the Overformula
Loan by an amount equal to the shortfall. In October 2001, the Company's
executive officers pledged an additional 317,000 shares of the Company's common
stock to the Bank to cover a shortfall in the aggregate market value of the
shares they had already pledged. Such shares were timely delivered to the Bank
and no reduction to the Overformula Loan was necessary. In connection with the
Overformula Loan, the Company issued to the Bank a five-year-warrant to purchase
100,000 shares of the Company's common stock at an exercise price of $4.70 per
share, which was equal to the market price per share on the date of issuance. In
addition, in each of June 2001 and April 2001, the Bank provided the Company
with $5.0 million interim funding, above the standard borrowing formula under
the Credit Agreement. Such interim funding was repaid prior to August 31, 2001.
In July 2001, the Company successfully completed the Private Placement
of 9,335,334 shares of its common stock to certain investors for gross proceeds
of $33.6 million. The capital raised from the Private Placement was utilized for
ongoing product development for the next-generation systems, the acquisitions of
additional strategic properties, integrated marketing and advertising campaigns
and the continued reduction of outstanding liabilities. The common stock issued
to the investors is covered by a pending registration statement on file with the
SEC. As a result of the delayed effectiveness of the registration statement
covering the resale of the shares of common stock issued in connection with the
Private Placement, the Company is required to pay to the investors for
12
each 30-day period following September 30, 2001 a total of $336,000, or 1% of
the purchase price paid for the stock. To date, the Company has paid an
aggregate of $1.0 million due to the delayed effectiveness.
In March 2001, the Bank entered into participation agreements with
certain junior participants (the "Junior Participants") under and pursuant to
the terms of the Credit Agreement between the Company and the Bank (the
"Participation"). Following the Participation, the Bank advanced $9.5 million
to the Company pursuant to the Credit Agreement for working capital purposes.
The Credit Agreement requires that the Company repay the $9.5 million to the
Bank upon termination of the Credit Agreement for any reason, and the junior
participation agreements require the Bank to repurchase the Participation from
the Junior Participants on March 12, 2005 or the date the Credit Agreement is
terminated and the Company repays all amounts outstanding thereunder,
whichever is earlier. Were the Company not able to repay the Participation,
the Junior Participants would have subordinate rights assigned to it under the
Credit Agreement with respect to the unpaid Participation.
The Company owned a building in Oyster Bay, New York, which it leased
to a third-party tenant. In March 2001, under the terms of the lease buyback
agreement, the lessee exercised its option to buy back the property for $1.2
million, which proceeds approximated net book value.
In April and March 2001, the Company retired a total of $13.9 million
in principal amount of the Notes for an aggregate purchase price of
approximately $6.8 million. Concurrently with the Note repurchases, the Company
sold a total of 3,147,000 shares of its common stock to the same Note holders
for $3.9 million, based on a purchase price of $1.25 per share. The $6.8 million
purchase price of the Notes included $0.8 million for the excess of the fair
value of the common stock at issuance over the price paid by the Note holders,
plus $6.0 million of cash paid by the Company (including the use of the proceeds
of the stock sale). As a result of the Note retirement, the Company recorded an
extraordinary gain on the early retirement of the Notes in the third quarter of
fiscal 2001 of approximately $7.1 million. Because the Company was required to
issue additional shares of common stock to certain investors due to the delayed
effectiveness of its registration statement, the issuance of the additional
shares of common stock in the fourth quarter of fiscal 2001 reduced the related
reported third quarter extraordinary gain of $7.1 million by approximately $4.0
million. In June 2001, the Company retired $6.7 million in principal amount of
the Notes plus accrued interest in exchange for 2,021,882 shares of its common
stock. The excess of the $7.2 million fair value of the shares of common stock
issued over the principal amount of the Notes retired and accrued interest,
amounting to approximately $0.4 million, was recorded as an extraordinary loss
on the early retirement of the Notes in the fourth quarter of fiscal 2001. As a
result, the Company reported a net extraordinary gain for fiscal 2001 of $2.8
million.
The Company is required to issue to one former Note holder (in
connection with the Company's repurchase of that Note) up to an additional
1,328,000 shares of common stock if the average closing price of its common
stock is less than $0.90 per share for a 20-day period prior to the effective
date of the related registration statement. As of November 26, 2001, the
closing price of the Company's common stock was $5.96.
As a result of the Note repurchases the remaining principal amount
outstanding was reduced from $49.8 million at August 31, 2000 to $29.2 million
at August 31, 2001. At August 31, 2001, the Company reclassified the Notes
from a long-term liability to a short-term liability as the obligation is
repayable within one year. If the Company's cash from operations and projected
cash flow for the first half of fiscal 2002 are insufficient to make interest
and principal payments when due, the Company may have to restructure its
indebtedness. The Company cannot guarantee that it will be able to restructure
or refinance its debt on satisfactory terms, or obtain permission to do so
under the terms of its existing indebtedness. The Company cannot assure
investors that its future operating cash flows will be sufficient to meet its
debt service requirements or to repay its indebtedness at maturity. The
Company's failure to meet these obligations could result in defaults being
declared by the Bank, and the Bank seeking its remedies, including immediate
repayment of the debt and/or foreclosure on collateral, which could cause the
Company to become insolvent or cease operations.
In order to meet its debt service obligations, from time to time the
Company also depends on dividends, advances and transfers of funds from its
subsidiaries. State and foreign law regulate the payment of dividends by these
subsidiaries, which is also subject to the terms of the Credit Agreement and
the Indenture. A significant portion of the Company's assets, operations,
trade payables and indebtedness is located among these foreign subsidiaries.
The creditors of the subsidiaries would generally recover from these assets on
the obligations owed to them by the subsidiaries before any recovery by the
Company's creditors and before any assets are distributed to stockholders.
13
If the Company does not substantially achieve the overall projected
revenue levels for fiscal 2002 as reflected in its business operating plans
and does not receive the ongoing support of the Bank and its vendors, the
Company will have insufficient liquidity in fiscal 2002, and either will
require additional financing to fund operations or will need to make further
significant expense reductions, including, without limitation, the sale of
assets or the consolidation of operations, staff reductions, and/or the delay,
cancellation or reduction of certain product development and marketing
programs. Some of these measures will require third-party consents or
approvals, including that of the Bank, and there can be no such assurance that
such consents or approvals can be obtained.
Based on ongoing interim support provided by the Bank from time to time
in the form of periodic supplemental loans, the ongoing support of its vendors,
the proceeds from the Private Placement and anticipated positive cash flow from
operations at levels assuming the Company meets its sales forecast by
successfully achieving its planned product release schedule, the Company expects
to meet its currently projected cash and operating requirements for the next
twelve months, including the repayment of the remaining Notes ($29.2 million
principal amount, plus interest) at maturity. If the Company does not achieve
the cash flow anticipated from its product release schedule and sales
assumptions, or does not continue to receive the support of the Bank and
vendors, there can be no assurance that it will be able to meet its cash
requirements or be able to arrange additional financing on satisfactory terms,
if at all. Additionally, the Company cannot assure its investors that its future
operating cash flows will be sufficient to meet its operating requirements, its
debt service requirements or to repay its indebtedness at maturity, including,
without limitation, repayment of the Notes. If this were to occur, and the Bank
determined not to provide further interim support and/or to seek available
remedies, the Company's operations and liquidity would be materially adversely
affected and it could be forced to cease operations.
Although the actions the Company has taken have contributed in
returning its annual operations to profitability it cannot assure its
shareholders and investors that it will achieve profitability or the sales
necessary to avoid further expense reductions in fiscal 2002. See "Industry
Trends, Console Transitions and Technological Change May Adversely Affect The
Company's Revenues and Profitability" below.
The Company used net cash in operating activities of approximately
($9.2) million and ($83.9) million during the years ended August 31, 2001 and
2000, respectively, and derived net cash from operating activities of
approximately $29.9 million during the year ended August 31, 1999. The decrease
in net cash used in operating activities in fiscal 2001 is primarily
attributable to the net earnings of $17.3 million achieved in 2001 as compared
to a net loss of ($131.7) million in fiscal 2000. Even though the Company had
net earnings in fiscal 2001, the Company did not derive cash from operating
activities primarily because accrued expenses were reduced by $28.6 million, of
which $23.8 million related to lower accrued sales allowances. The accrued sales
allowances decreased primarily from customers applying Company granted credits
against their payment of invoices in fiscal 2001. The increase in net cash from
operating activities in fiscal 1999 was primarily attributable to profitable
operations.
The Company used net cash in investing activities of approximately
($7.5) million, ($19.8) million and ($11.0) million during the years ended
August 31, 2001, 2000 and 1999, respectively. Net cash used in investing
activities in fiscal 2001 was primarily for capitalized software development
costs in the amount of $7.4 million. Net cash used in investing activities
during fiscal 2000 and 1999 was primarily attributable to the acquisition of
fixed assets, the largest component of which was an enterprise-wide computer
system.
The Company derived net cash from financing activities of approximately
$37.5 million, $34.8 million and $8.1 million during the years ended August 31,
2001, 2000 and 1999, respectively. The increase in net cash provided by
financing activities in fiscal 2001 as compared to fiscal 2000 is primarily
attributable to $36.4 million of proceeds received from the Private Placement
and other issuances of common stock and the $9.5 million advance made by the
Bank as a result of the Participation partially offset by the repayment of
short-term bank loans. The increase in net cash provided by financing activities
in fiscal 2000 as compared to fiscal 1999 is primarily attributable to the $28.1
million increase in proceeds from the short-term loans provided by the Bank,
offset in part by decreases in proceeds from the employee stock purchase plan
and the exercise of stock options and warrants.
The Company generally purchases its inventory of Nintendo software by
opening letters of credit when placing the purchase order. At August 31, 2001,
the amount outstanding under letters of credit was approximately $1.0 million.
Other than such letters of credit and ordinary course of business minimum
royalty and payable obligations, as of August 31, 2001, the Company does not
have any material operating or capital expenditure commitments.
The Company's relationship with the Bank was established in 1989
pursuant to the Credit Agreement. The Credit Agreement expires on August 31,
2003 but automatically renews for additional one-year periods, unless
14
terminated upon 90 days' prior notice by either party. Advances under the
Credit Agreement bear interest at 1.5% above the Bank's prime rate. Certain
borrowings in excess of an availability formula bear interest at 2.0% above the
Bank's prime rate. Under the Credit Agreement, combined advances may not
exceed a maximum loan amount of $70.0 million or the formula amount, whichever
is less. The Company draws down working capital advances and opens letters of
credit against the facility in amounts determined based on a formula that
takes into account, among other things, the Company's inventory, equipment and
eligible receivables due from the Bank, as factor. All obligations under the
Credit Agreement are secured by substantially all of the Company's assets.
Pursuant to the terms of the Credit Agreement, the Company is required to
maintain specified levels of working capital and tangible net worth, among
other financial covenants. As of August 31, 2001, the Company received waivers
from the Bank with respect to those financial covenants contained in the
Credit Agreement for which it was not in compliance. The Company is presently
negotiating with the Bank amendments to the Credit Agreement, including, the
financial covenants contained in the Credit Agreement. The Company believes
that it will be in compliance with the financial covenants in the Credit
Agreement, as amended, in the near term and for the next twelve months. The
Company cannot make any assurances, however, that the Credit Agreement will be
amended, and if amended, that the Company will be able to comply with the
amended financial covenants. If waivers from the Bank are necessary in the
future, the Company cannot assure that it will be able to obtain waivers of
any future covenant violations as it has in the past. If the Company is
liquidated or reorganized, after payment to the creditors, there are likely to
be insufficient assets remaining for any distribution to its stockholders.
The Company and the Bank also are parties to a certain factoring
agreement (the "Factoring Agreement"), which expires on January 31, 2003 but
automatically renews for additional one-year periods, unless terminated upon 90
days' prior notice by either party. Pursuant to the Factoring Agreement, the
Company assigns to the Bank and the Bank purchases the Company's U.S. accounts
receivable. Under the Factoring Agreement, the Bank remits payments to the
Company with respect to assigned U.S. accounts receivable that are within
approved credit limits and that are not in dispute. The purchase price of the
assigned accounts receivable is the invoice amount which is adjusted for any
returns, discounts and other customer credits or allowances. The Bank, in its
discretion, may provide advances to the Company under the Credit Agreement
taking into account, among other things, eligible receivables due from the Bank,
as factor under the Factoring Agreement; at August 31, 2001 the Bank was making
advances to the Company based on 60% of eligible receivables due from the Bank.
As of August 31, 2001, the factoring charge amounted to 0.25% of the assigned
accounts receivable with invoice payment terms of up to sixty days and an
additional 0.125% for each additional thirty days or portion thereof.
In addition, Acclaim Entertainment, Ltd., the Company's U.K.
subsidiary ("Acclaim U.K.") and GMAC Commercial Credit Limited (the
"International Bank") are parties to a seven-year term secured credit facility
entered into in March 2000, related to the Company's purchase of a building in
the United Kingdom (the "International Facility"). Borrowings, which may not
exceed (pound)3,805,000 under the International Facility, bear interest at LIBOR
plus 2.0%. The maximum amount of the International Facility has been advanced to
the Company. As of August 31, 2001, the balance due to the International Bank
was (pound)3,574,000 (approximately $5,195,000). All obligations under the
International Facility are secured by substantially all of the subsidiary's
assets including a building currently held for sale by the Company in the U.K.
The Company and certain foreign subsidiaries have guaranteed the obligations of
Acclaim U.K. under the International Facility and related agreements.
The International Bank, Acclaim U.K. and certain other foreign
subsidiaries of the Company are also parties to separate factoring agreements
(the "International Factoring Agreements"). Under the International Factoring
Agreements, the foreign subsidiaries of the Company assign the majority of
their accounts receivable to the International Bank, on a full recourse basis.
Under the International Credit Agreements, upon receipt by the International
Bank of confirmation that the subsidiary has delivered product to its
customers and remitted the appropriate documentation to the International
Bank, the International Bank remits payments to the applicable subsidiary,
less discount and administrative charges.
The Company also has a mortgage on its corporate headquarters. At
August 31, 2001, the outstanding principal balance on the mortgage was $0.5
million.
15
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 142, which supercedes APB Opinion No. 17,
"Intangible Assets", provides financial accounting and reporting for acquired
goodwill and other intangible assets. While SFAS 142 is effective for fiscal
years beginning after December 15, 2001, early adoption is permitted for
companies whose fiscal years begin after March 15, 2001. SFAS No. 142
addresses how intangible assets that are acquired individually or with a group
of assets should be accounted for in financial statements upon their
acquisition as well as after they have been initially recognized in the
financial statements. While the Company is not yet required to adopt SFAS No.
142, it believes the adoption will not have a material effect on the financial
condition or results of operations of the Company.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". SFAS No. 143, which amends SFAS No. 19, "Financial
Accounting and Reporting by Oil and Gas Producing Companies," is applicable to
all companies. SFAS No. 143, which is effective for fiscal years beginning
after June 15, 2002, addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. It applies to legal obligations
associated with the retirement of long-lived assets that result from the
acquisition, construction, development and (or) the normal operation of a
long-lived asset, except for certain obligations of lessees. As used in SFAS
No. 143, a legal obligation is an obligation that a party is required to
settle as a result of an existing or enacted law, statute, ordinance, or
written or oral contract or by legal construction of a contract under the
doctrine of promissory estoppel. While the Company is not yet required to
adopt SFAS No. 143, it believes the adoption will not have a material effect
on the financial condition or results of operations of the Company.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-lived Assets." SFAS No. 144, which supercedes
SFAS No. 121, "Accounting for the Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed Of" and amends ARB No. 51, "Consolidated
Financial Statements," addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. SFAS No. 144 is effective for
fiscal years beginning after December 15, 2001, and interim financials within
those fiscal years, with early adoption encouraged. The provisions of SFAS No.
144 are generally to be applied prospectively. As of the date of this filing,
the Company is still assessing the requirements of SFAS No. 144 and has not
determined the impact the adoption will have on the financial condition or
results of operations of the Company.
STOCKHOLDERS' RIGHTS
In the fourth quarter of fiscal 2000, the Board of Directors of the
Company declared a dividend distribution of one right for each outstanding
share of the Company's common stock to stockholders of record at the close of
business on June 21, 2000. Each right entitles the registered holder to
purchase from the Company a unit consisting of one one-thousandth (1/1,000) of
a share of Series B junior participating preferred stock, $0.01 par value, at
a purchase price of $30 per unit, subject to adjustment. The description and
terms of the rights are set forth in a rights agreement, dated as of June 5,
2000, between the Company and Computershare Trust Co., as Rights Agent.
Subject to certain exceptions specified in the rights agreement, the
rights will separate from the Company's common stock and a distribution date
will occur upon the earliest of:
o the tenth business day following the date (referred to as a stock
acquisition date) of the first public announcement by the Company
that any person or group has become the beneficial owner of 10% or
more of the Company's common stock then outstanding (other than
(1) the Company, (2) any subsidiary of the Company, and any
employee benefit plan of the Company or any subsidiary, (3)
persons who are eligible to report their ownership on Schedule 13G
and who beneficially own less than 15% of the common stock and
certain other persons or groups, including Gregory Fischbach and
related parties and James Scoroposki and related parties (provided
they beneficially own less than 20% of the common stock));
o the tenth business day following the commencement of a tender or
exchange offer if, upon its consummation, the offeror would become
the beneficial owner of 10% or more of the Company's common stock
then outstanding; or
16
o a merger or other business combination transaction involving the
Company
The rights are not exercisable until a distribution date, as
described above, and will expire on June 7, 2010, unless earlier redeemed,
exchanged, extended or terminated by the Company. At no time will the rights
have any voting power.
17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company has not entered into any financial instruments for
trading or hedging purposes.
The Company's results of operations are affected by fluctuations in
the value of its subsidiaries' functional currency as compared to the
currencies of its foreign denominated sales and purchases. The results of
operations of the Company's subsidiaries, as reported in U.S. dollars, may be
significantly affected by fluctuations in the value of the local currencies in
which the Company transacts business. Such amount is recorded upon the
translation of the foreign subsidiaries' financial statements into U.S.
dollars, and is dependent upon the various foreign exchange rates and the
magnitude of the foreign subsidiaries' financial statements. At August 31,
2001 and 2000, the Company's foreign currency translation adjustments were not
material. See Note 1(M) (Business and Significant Accounting Policies: Foreign
Currency) of the Notes to Consolidated Financial Statements in Item 8 of this
Form 10-K. In addition to the direct effects of changes in exchange rates,
which are a changed dollar value of the resulting sales and related expenses,
changes in exchange rates also affect the volume of sales or the foreign
currency sales price as competitors' products become more or less attractive.
The Company is not exposed to material future earnings or cash flow
exposures from changes in interest rates on long-term obligations since the
majority of the Company's long-term obligations are at fixed rates, however,
the Company is exposed to fluctuations in future earnings and cash flow from
changes in interest rates on its short term borrowings which are set at
minimal thresholds of prime or LIBOR plus a fixed rate.
18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Acclaim Entertainment, Inc.
We have audited the accompanying consolidated balance sheets of
Acclaim Entertainment, Inc. and Subsidiaries as of August 31, 2001 and 2000,
and the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for each of the years in the three-year period ended
August 31, 2001. In connection with our audit of the consolidated financial
statements, we also have audited the financial statement schedule for each of
the three years ended August 31, 2001. These consolidated financial statements
and financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Acclaim Entertainment, Inc. and Subsidiaries as of August 31, 2001 and 2000,
and the results of their operations and their cash flows for each of the years
in the three-year period ended August 31, 2001, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the related financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
The accompanying financial statements and financial statement
schedules have been prepared assuming that the Company will continue as a
going concern. As discussed in Note 1A to the consolidated financial
statements, the Company's working capital and stockholders' deficits at August
31, 2001 and the recurring use of cash in operating activities raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1A.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
KPMG LLP
New York, New York
October 23, 2001
19
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
AUGUST 31,
-----------------------------------
2001 2000
-----------------------------------
ASSETS
Current Assets
Cash $ 26,797 $ 6,738
Accounts receivable, net 49,074 32,031
Inventories 4,043 4,708
Prepaid expenses 4,816 7,263
-------- -------
TOTAL CURRENT ASSETS 84,730 50,740
-------- -------
Fixed assets, net 32,645 41,615
Goodwill, net - 540
Other assets 8,255 198
-------- -------
TOTAL ASSETS $ 125,630 $ 93,093
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Convertible notes $ 29,225 $ -
Other short-term borrowings 25,428 30,108
Trade accounts payable 33,630 31,121
Accrued expenses 31,582 35,187
Accrued selling expenses 7,284 31,093
Income taxes payable 694 -
-------- -------
TOTAL CURRENT LIABILITIES 127,843 127,509
-------- -------
LONG-TERM LIABILITIES
Convertible notes - 49,750
Long-term debt 4,973 6,097
Bank participation advance 9,500 -
Other long-term liabilities 3,669 3,717
-------- -------
TOTAL LIABILITIES 145,985 187,073
-------- -------
STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value; 1,000 shares
authorized; none issued - -
Common stock, $0.02 par value; 100,000 shares authorized;
77,279 and 56,625 shares issued, respectively 1,546 1,133
Additional paid-in capital 267,436 213,940
Accumulated deficit (287,573) (304,866)
Treasury stock, 0 and 551 shares, respectively - (3,338)
Accumulated other comprehensive loss (1,764) (849)
-------- -------
TOTAL STOCKHOLDERS' DEFICIT (20,355) (93,980)
-------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 125,630 $ 93,093
======== =======
See notes to consolidated financial statements.
20
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FISCAL YEARS ENDED AUGUST 31,
--------------------------------------------------------
2001 2000 1999
------ ------ -------
Net revenues $ 197,568 $ 188,626 $ 430,974
Cost of revenues 62,023 105,396 200,980
-------- -------- --------
Gross profit 135,545 83,230 229,994
-------- -------- --------
Operating expenses
Marketing and selling 31,631 71,632 72,245
General and administrative 40,839 56,378 64,322
Research and development 39,860 57,410 50,452
Goodwill writedown - 17,870 -
Litigation recovery - - (1,753)
-------- -------- --------
Total operating expenses 112,330 203,290 185,266
-------- -------- --------
Earnings (loss) from operations 23,215 (120,060) 44,728
Other income (expense)
Interest income 471 3,758 3,999
Interest expense (10,993) (11,449) (10,343)
Other income (expense) 1,699 (3,902) 646
-------- -------- --------
Total other expense (8,823) (11,593) (5,698)
-------- -------- --------
Earnings (loss) before income taxes 14,392 (131,653) 39,030
Income tax provision (benefit) (106) 91 2,972
-------- -------- --------
Earnings (loss) before extraordinary gain 14,498 (131,744) 36,058
Extraordinary gain from early retirement of notes, net 2,795 - -
-------- -------- --------
Net earnings (loss) $ 17,293 $ (131,744) $ 36,058
======== ========= ========
Per share data:
Earnings (loss) before extraordinary gain per share
Basic $ 0.24 $ (2.36) $ 0.66
======== ========= ========
Diluted $ 0.22 $ (2.36) $ 0.57
======== ========= ========
Net earnings (loss) per share:
Basic $ 0.29 $ (2.36) $ 0.66
======== ========= ========
Diluted $ 0.26 $ (2.36) $ 0.57
======== ========= ========
See notes to consolidated financial statements.
21
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)
COMMON STOCK
ISSUED
-----------------------
PREFERRED STOCK ADDITIONAL NOTES
AMOUNT SHARES AMOUNT PAID-IN CAPITAL RECEIVABLE
--------------- ------- ------------ --------------- ----------
BALANCE AT AUGUST 31, 1998 $ - 52,634 $ 1,053 $ 193,178 $ -
------------ ------ ------ -------- ---------
Net earnings - - - - -
Issuances of common stock - 206 4 1,792 -
Escrowed shares received - (69) (1) 1 -
Cancellations of options - - - (552) -
Issuance of common stock for deferred
compensation - 400 8 3,167 -
Deferred compensation expense - - - - -
Issuance of warrants for litigation settlements - - - 1,700 -
Subordinated notes conversion - 48 1 249 -
Exercise of stock options and warrants - 2,631 52 9,085 -
Issuance of common stock under
employee stock purchase plan - 183 4 1,306 -
Foreign currency translation loss - - - - -
------------ ------ ------ -------- ---------
BALANCE AT AUGUST 31, 1999 - 56,033 1,121 209,926 -
------------ ------ ------ -------- ---------
Net loss - - - - -
Issuances of common stock 14 - 100 -
Escrowed shares received - (72) (1) (628) -
Cancellations of options - - - (66) -
Deferred compensation expense - - - - -
Issuance of warrants for litigation settlements - - - 2,550 -
Exercise of stock options and warrants - 427 9 1,553 -
Issuance of common stock under
employee stock purchase plan - 223 4 818 -
Foreign currency translation loss - - - - -
------ ------ -------- ---------
BALANCE AT AUGUST 31, 2000 - 56,625 1,133 214,253 -
------ ------ -------- ---------
Net earnings - - - - -
Issuances of common stock in a private placement - 9,335 187 28,009 -
Issuances of common stock to executive officers - 720 14 886 -
Issuances of common stock for
payment of services - 914 18 2,857 -
Issuances of common stock in
connection with note retirements - 6,169 123 15,737 -
Escrowed shares received - (72) (1) 1 -
Deferred compensation expense - - - - -
Issuance of common stock for
litigation settlements - 204 4 544 -
Exercise of stock options and warrants - 3,151 63 6,777 (3,595)
Warrants issued in connection with
bank participation advance - - - 1,751 -
Issuance of common stock under
employee stock purchase plan - 233 5 216 -
Foreign currency translation loss - - - - -
------------ ------ ------ -------- ---------
BALANCE AT AUGUST 31, 2001 $ - 77,279 $ 1,546 $ 271,031 $ (3,595)
============ ====== ====== ======== =========
ACCUMULATED
OTHER
DEFERRED ACCUMULATED TREASURY COMPREHENSIVE COMPREHENSIVE
COMPENSATION DEFICIT STOCK LOSS TOTAL INCOME (LOSS)
------------ ----------- -------- ------------- ----- -------------
$ (3,533) $ (209,180) $ (3,103) $ (188) $ (21,773) $ -
---------- --------- ------- --------- -------- --------
- 36,058 - - 36,058 36,058
- - - - 1,796 -
- - (159) - (159) -
552 - - - - -
(3,169) - - - 6 -
3,497 - - - 3,497 -
- - - - 1,700 -
- - - - 250 -
- - - - 9,137 -
- - - - 1,310 -
- - - (463) (463) (463)
---------- --------- ------- --------- -------- --------
(2,653) (173,122) (3,262) (651) 31,359 35,595
---------- --------- ------- --------- -------- ========
- (131,744) - - (131,744) (131,744)
- - - - 100 -
- - (76) - (705) -
66 - - - - -
2,274 - - - 2,274 -
- - - - 2,550 -
- - - - 1,562 -
- - - - 822 -
- - - (198) (198) (198)
---------- --------- ------- --------- -------- --------
(313) (304,866) (3,338) (849) (93,980) (131,942)
--------- --------- ------- --------- -------- ========
- 17,293 - - 17,293 17,293
- - 3,338 - 31,534
- - - - 900
- - - - 2,875
- - - - 15,860
- - - - - -
313 - - - 313 -
- - - - 548 -
- - - - 3,245 -
- - - - 1,751 -
- - - - 221 -
- - - (915) (915) (915)
---------- --------- ------- --------- -------- --------
$ - $ (287,573) $ - $ (1,764) $ (20,355) $ 16,378
=========== ========= ======= ========= ======== =======
See notes to consolidated financial statements.
22
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FISCAL YEARS ENDED AUGUST 31,
--------------------------------------------
2001 2000 1999
------ ------ ------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
NET EARNINGS (LOSS) $ 17,293 $(131,744) $ 36,058
ADJUSTMENTS TO RECONCILE NET EARNINGS (LOSS) TO NET CASH USED IN
OPERATING ACTIVITIES
Depreciation and amortization 10,652 13,202 11,674
Goodwill writedown - 17,870 -
Non-cash financing expense 386 - -
Extraordinary gain on early retirement of 10% convertible notes (2,795) - -
Provision for returns and price concessions 6,399 90,248 73,739
Deferred compensation expense 313 2,274 3,497
Non-cash royalty charges 1,168 6,077 2,413
Litigation recoveries - - (1,753)
Non-cash compensation expense - 300 516
Other non-cash items 381 80 64
CHANGE IN ASSETS AND LIABILITIES
Accounts receivable (21,041) (37,534) (116,819)
Inventories 660 10,587 (12,221)
Prepaid expenses 2,065 6,696 521
Accounts payable 2,554 (14,987) 23,538
Accrued expenses (28,583) (41,703) 9,227
Income taxes 1,419 (7,151) 1,204
Other long-term liabilities (48) 1,865 (1,736)
------- ------- ------
TOTAL ADJUSTMENTS (26,470) 47,824 (6,136)
------- ------- ------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (9,177) (83,920) 29,922
------- ------- ------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
Acquisition of Australian distributor, net of cash acquired - - (421)
Acquisition of fixed assets, excluding capital leases (1,033) (20,916) (10,691)
Disposal of fixed assets 1,237 644 123
Capitalized software development costs (7,404) - -
Other assets (301) (17) (132)
Disposal of other assets 12 517 158
------- ------- ------
NET CASH USED IN INVESTING ACTIVITIES (7,489) (19,772) (10,963)
------- ------- ------
See notes to consolidated financial statements.
23
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(IN THOUSANDS)
FISCAL YEARS ENDED AUGUST 31,
--------------------------------------------
2001 2000 1999
------ ------- ------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
Proceeds from bank participation advance 9,500 - -
Repayment of convertible notes (5,997) - -
Proceeds from mortgages - 6,233 -
Payment of mortgages (1,176) (945) (724)
Proceeds from short-term bank loans 23,622 28,073 -
Payment of short-term bank loans (28,073) - (16)
Exercise of stock options and warrants 3,245 1,562 9,143
Payment of obligations under capital leases (222) (667) (899)
Proceeds from issuances of common stock 36,368 - -
Proceeds from employee stock purchase plan 221 622 794
Escrowed shares received - (77) (159)
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 37,488 34,801 8,139
-------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (763) 1,208 50
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 20,059 (67,683) 27,148
-------- -------- --------
CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD 6,738 74,421 47,273
-------- -------- --------
CASH AND CASH EQUIVALENTS: END OF PERIOD $ 26,797 $ 6,738 $ 74,421
======== ======== =======
Supplemental schedule of non cash investing and financing activities
Issuance of common stock for payment of accrued royalties payable $ 2,719 $ - $ -
Issuance of common stock for payment of convertible
notes and related accrued interest $ 7,597 $ - $ -
Acquisition of equipment under capital leases $ - $ 851 $ 115
Conversion of subordinated notes to common stock $ - $ - $ 250
Cash paid during the period for:
Interest $ (10,993) $ (11,449) $ (8,660)
Income taxes $ (410) $ (2,714) $ (2,160)
See notes to consolidated financial statements.
24
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Business and Liquidity
Acclaim Entertainment, Inc. ( the "Company") develops, publishes,
distributes and markets under its brand names video and computer games on a
world-wide basis for popular interactive entertainment consoles, such as
Sony's PlayStation and PlayStation 2, Nintendo's Game Boy Advance and GameCube
and Microsoft's Xbox, and, to a lesser extent, PCs. The Company develops its
own software in its six software development studios located in the U.S. and
the U.K., which includes a motion capture studio and a recording studio in the
U.S., and contracts with independent software developers to create software
for the Company. The Company distributes its software directly through its
subsidiaries in North America, the U.K., Germany, France, Spain and
Australia. The Company uses regional distributors in Japan and the Pacific Rim.
The Company also distributes software developed and published by third
parties, develops and publishes strategy guides relating to its software and
issues "special edition" comic magazines from time to time to support its time
valued brands, Turok and Shadow Man.
The accompanying consolidated financial statements and financial
statement schedules have been prepared assuming that the Company will continue
as a going concern. The Company's working capital and stockholders' deficits
at August 31, 2001 and the recurring use of cash in operating activities raise
substantial doubt about the Company's ability to continue as a going concern.
In fiscal 2001, the Company improved profitability from its strategic
transformation of its operating business model from cartridge-based to
CD-based product, which improved gross margins due to lower product costs,
reduced inventory levels and improved inventory turnover. In the second half
of fiscal 2000 and continuing into fiscal 2001, the Company also implemented
expense reduction initiatives, which have reduced fixed and variable expenses
company-wide, eliminated certain marginal titles under development, reduced
staff and lowered marketing expenses. In fiscal 2001, operating expenses were
reduced $90,960 from the prior year. As a result, the Company experienced net
earnings for fiscal 2001 as compared to a significant net loss in the prior
year.
Short-term liquidity is being addressed by the Company receiving
additional borrowings under its credit agreement with its primary lender (the
"Bank"). To enhance long-term liquidity, the Company implemented targeted
expense reductions, including a significant reduction in the number of its
personnel, and raised net proceeds of $31,534 in a private placement of common
stock, $4,834 from other sales of common stock and $9,500 from the Bank
following a participation (note 9E). The Company's future long-term liquidity
will be significantly dependent on its ability to develop and market new
software products that achieve widespread market acceptance for use with the
hardware platforms that dominate the market.
B. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its majority-owned subsidiaries. All material intercompany
balances and transactions have been eliminated in consolidation.
C. Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents. There were no
cash equivalents as of August 31, 2001 and 2000.
25
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
D. Financial Instruments
As of August 31, 2001 and 2000, the fair value of certain financial
instruments including receivables, trade accounts payable, accrued expenses
and certain other liabilities approximates book value due to the short
maturity of these instruments. The carrying value of the Company's mortgage
notes payable approximated fair value since these instruments have a prime or
LIBOR based interest rate that is adjusted for market rate fluctuations.
E. Net Revenues
The Company applies the provisions of Statement of Position ("SOP")
97-2, "Software Revenue Recognition." Accordingly, revenue for noncustomized
software is recognized when persuasive evidence of an arrangement exists, the
software has been delivered, the Company's selling price is fixed or
determinable and collectibility of the resulting receivable is probable.
The Company is not contractually obligated to accept returns, except
for defective product. The Company grants price concessions to its key
customers who are major retailers that control the market access to the
consumer, when those concessions are necessary to maintain the Company's
relationships with the retailers and access to its retail channel customers.
If the consumers demand for a specific title falls below expectations or
significantly declines below previous rates of sale, then, a price concession or
credit may be negotiated to spur further sales. Revenue is recorded net of an
allowance for estimated returns, price concessions and other allowances. Such
allowances are reflected as a reduction to accounts receivable when the
Company has agreed to grant credits to its customers for such items; otherwise,
they are reflected as an accrued liability.
F. Inventories
Inventories are stated at the lower of FIFO (first-in, first-out) cost
or market and consist principally of finished goods.
G. Prepaid Royalties
Royalty advances represent non-refundable advance payments primarily
made to licensors of intellectual properties. All payments included in prepaid
royalties are recoupable against future royalties due for software or
intellectual properties licensed under the terms of the agreements. Prepaid
royalties are expensed at contractual royalty rates based on actual net
product sales. That portion of prepaid royalties deemed unlikely to be
recovered through product sales is charged to expense. Royalty advances are
classified as current or noncurrent assets based on estimated net product
sales within the next fiscal year.
H. Fixed Assets
Property and equipment are recorded at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the assets
or, where applicable, the terms of the respective leases, whichever is
shorter. The asset values of capitalized leases are included in fixed assets
and the associated liabilities are reflected as obligations under capital
leases.
I. Goodwill
At August 31, 2000, the Company had goodwill of $540, net of
accumulated amortization of $1,504, related to the fiscal 1999 acquisition of
a distributor in Australia. This balance was fully amortized at August 31,
2001. It is the Company's policy to evaluate and recognize an impairment of
goodwill if it is probable that the recorded amounts are in excess of
projected undiscounted future cash flows.
In August 2000, due to operating losses incurred by Acclaim Comics,
the state of the comic book industry and the Company's projections for Acclaim
Comics' operations, in the fourth quarter of fiscal 2000, the Company
determined that the business no longer supported recoverability of the related
goodwill. In the fourth quarter of fiscal 2000, the Company decided that it
would only continue to publish from time to time certain special edition comic
book magazines in support of its software, revised downward its forecasts of
unit sales and the life of Company software using properties licensed or
created by Acclaim Comics and eliminated the projected development of certain
new titles using Acclaim Comics' properties. In addition, the deterioration of
Acclaim Comics' core businesses and operating results negatively impacted
Acclaim Comics' future projected operating
26
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
results. Accordingly, in the fourth quarter of fiscal 2000, the Company wrote
off the remaining $17.9 million of goodwill related to Acclaim Comics.
J. Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be realized or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. A deferred tax asset
has not been recorded as of August 31, 2001 and 2000 due to uncertainty of its
recoverability in future periods.
K. Long-Lived Assets
The Company reviews long-lived assets, such as fixed assets and
certain identifiable intangibles to be held and used or disposed of, for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If the sum of the expected
cash flows undiscounted and without interest, is less than the carrying amount
of the asset, an impairment loss is recognized as the amount by which the
carrying amount of the asset exceeds its fair value.
L. Software Development Costs
Research and development costs, which consist primarily of software
development costs, are expensed as incurred, except as Statement of Financial
Accounting Standards No. 86, "Accounting for the Cost of Computer Software to
be Sold, Leased, or Otherwise Marketed," provides for the capitalization of
certain software development costs incurred after technological feasibility of
the software is established. For sequel products, once a proven game engine
technology exists, the Company has detailed program designs and other
criteria supporting the technological feasibility of the title in development
have been met, the Company capitalizes the remaining software development
costs and begins to expense them upon release of the product or when they are
deemed unrecoverable. The Company capitalized approximately $7,404 and $0 of
software development costs for fiscal 2001 and 2000, respectively. The Company
amortizes capitalized software development costs for a product and records in
cost of revenues the greater of the amount computed using the ratio that
current gross revenues for that product bear to the total of current and
anticipated future gross revenues for that product or using the straight-line
method over the estimated economic life of the product up to a maximum of
three months. Amortization of capitalized software development costs amounted
to $1,796 in fiscal 2001. As of August 31, 2001, capitalized software
development costs, net of accumulated amortization, included in other assets
on the balance sheet, were $5,608.
M. Foreign Currency
Assets and liabilities of foreign operations are translated at rates
of exchange at the end of the period, while results of operations are
translated at average exchange rates in effect for the period. Unrealized
gains and losses from the translation of foreign assets and liabilities are
classified as a separate component of stockholders' deficit. Included in other
income (expense) are realized gains and (losses) from foreign currency
transactions of $6,356 and ($6,605); $7,661 and ($9,813); and $7,058 and
($7,097) in fiscal 2001, 2000 and 1999, respectively. During the year ended
August 31, 2001, the Company did not enter into any material foreign currency
hedging transactions.
N. Accounting for Stock-Based Compensation
The Company records compensation expense for employee stock options
and warrants if the market price of the underlying stock on the date of the
grant exceeds the exercise price. The Company has elected not to implement the
fair value based accounting method for employee stock options and warrants,
but has elected to disclose the pro forma net earnings (loss) and pro forma
earnings (loss) per share, including compensation expense for employee stock
option and warrant grants made beginning in fiscal 1996, as if such method had
been used. The Company records an expense for the fair value of stock options
or warrants granted to non-employees.
27
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
O. Comprehensive Income
Comprehensive income is reflected in the consolidated statements of
stockholders' equity (deficit).
P. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed based on the weighted
average number of shares of common stock outstanding. Diluted earnings (loss)
per share is computed based on the weighted average number of common shares
outstanding increased by dilutive common stock options and warrants and the
effect of assuming the conversion of outstanding convertible notes, if
dilutive.
Q. Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Among the more significant estimates
included in these financial statements are the estimated allowances for returns
and price concessions, the valuation of inventory and the recoverability of
advance royalty payments. Actual results could differ from those estimates. In
fiscal 2001, net revenues increased by $11,500 due to the Company's reduction of
the August 31, 2000 accrued sales allowances for estimated price concessions, as
such allowances were not required when the related product sold through the
retail channel.
R. Reclassifications
Certain reclassifications, including the classification of receivable
advances from the Bank, were made to prior period amounts to conform to the
current period presentation.
2. LICENSE AGREEMENTS
The Company and various Nintendo Entertainment Companies,
(collectively, "Nintendo") have entered into agreements pursuant to which the
Company has a non-exclusive right to utilize the "Nintendo" name and its
proprietary information and technology in order to develop and distribute
software for Game Boy and Game Boy Color in various territories throughout the
world, and for Game Boy Advance in North America. The Company has recently
completed negotiations with Nintendo regarding licenses relating to the
development and distribution of software for Game Cube in North America and Game
Boy Advance in territories other than North America and execution of the license
agreements is expected shortly. Until that time, the Company will develop and
distribute GameCube software under its customary and usual arrangements with
Nintendo. The Company pays Nintendo a fixed amount per unit that includes the
cost of manufacturing, printing, and packaging of the unit, as well as a royalty
for the use of Nintendo's name, proprietary information and technology. The
Company's agreements with Nintendo expire at various times through 2004.
The Company and Microsoft have entered into an agreement pursuant to
which it has a non-exclusive license to design, develop and distribute
software for the Xbox game console in various territories negotiated on a
title-by-title basis. The Company pays Microsoft a royalty fee for each unit
of finished product manufactured on behalf of the Company by third-party
manufacturers approved by Microsoft. The Company's agreement with Microsoft
expires in 2004.
The Company and various Sony computer entertainment companies
(collectively, "Sony") have entered into agreements pursuant to which the
Company has the non-exclusive, non-transferable right to utilize the "Sony"
name and its proprietary information and technology in order to develop and
distribute software for the PlayStation and PlayStation 2 in various countries
throughout the world. The Company pays Sony a royalty fee and the cost of
manufacturing each unit manufactured by Sony for the Company. The Company
agreements with Sony expire at various times through 2003.
In May 1999, the Company and Sega Entertainment Ltd. entered into an
agreement, pursuant to which the Company has a non-exclusive license to
design, develop and distribute software for Sega's Dreamcast 128-bit game
console. In early fiscal 2001, Sega announced its plan to exit the hardware
business and cease distribution and sales of its Dreamcast console. As a
result, the Company entered into a conversion license agreement with Sega
pursuant to which the Company is entitled to convert three Dreamcast titles
for operation on Nintendo's GameCube and Sony's PlayStation 2. The Company
pays Sega royalties on the sales of such software products.
28
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The cost of manufacturing the Company's software products and
royalties due Nintendeo, Microsoft, Sega and Sony are included in cost of
revenues.
The Company also licenses intellectual properties from third parties,
such as the MLB, the NFL and the NBA, and their respective players'
associations. These licenses generally permit the Company to market titles
utilizing the licensors' properties in exchange for royalty payments. The
Company's license for the WWF properties expired in November 1999 and was not
renewed. Sales of titles using WWF properties aggregated 11% and 29% of gross
revenues in fiscal 2000 and 1999, respectively.
3. ACQUISITION
On November 12, 1998, the Company acquired substantially all of the
assets and liabilities of a distributor in Australia. The acquisition was
accounted for as a purchase. Accordingly, the operating results are included
in the statements of consolidated operations from the acquisition date. The
acquired assets and liabilities have been recorded at their estimated fair
values at the date of acquisition. The consideration was comprised of $638 in
cash, of which $479 was paid at closing, and 206 shares of common stock of the
Company with a fair value of $1,796. In addition, the Company assumed $1,417
of liabilities. The total cost of the acquisition was $3,851, of which $1,244
was allocated to identified net tangible assets, primarily accounts
receivable. The remaining $2,607 represents goodwill. In fiscal 2000, as a
result of the Australian distributor not attaining certain financial targets,
the Company was returned 72 shares of common stock with an original fair value
of $629, which had been held in escrow, and the Company did not have to pay
the remaining $62 of cash consideration. As a result, goodwill was reduced by
$691. The operating results of the distributor are insignificant to those of
the Company.
29
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
4. ACCOUNTS RECEIVABLE
Accounts receivable are comprised of the following:
August 31,
-------------------------
2001 2000
------- -------
Assigned receivables due from factor..................................... $ 46,194 $ 40,679
Unfactored accounts receivable........................................... 20,706 27,295
Other receivables........................................................ 2,370 3,140
Less: Allowances for returns and price concessions...................... (20,196) (39,083)
---------- ----------
Accounts receivable, net................................................. $ 49,074 $ 32,031
========== ==========
The Company and the Bank are parties to a certain factoring agreement
(the "Factoring Agreement"), which expires on January 31, 2003 but automatically
renews for additional one-year periods, unless terminated upon 90 days prior
notice by either party. Pursuant to the Factoring Agreement, the Company assigns
to the Bank and the Bank purchases the Company's U.S. accounts receivable. As a
result, the Bank remits payments to the Company with respect to assigned U.S.
accounts receivable that are within approved credit limits and not in dispute.
The purchase price of the assigned accounts receivable is the invoice amount,
which is adjusted for any returns, discounts and other customer credits or
allowances. The Bank, in its discretion, may provide advances to the Company
under the Credit Agreement (note 9) taking into account, among other things,
eligible receivables due from the Bank, as factor, under the Factoring
Agreement. At August 31, 2001, the Bank was making advances to the Company based
on 60% of eligible receivables due from the Bank. As of August 31, 2001, the
factoring charge amounted to 0.25% of the assigned accounts receivable with
invoice payment terms of up to sixty days and an additional 0.125% for each
additional thirty days or portion thereof.
30
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
5. PREPAID EXPENSES
Prepaid expenses are comprised of the following:
AUGUST 31,
----------------------
2001 2000
------ ------
Royalty advances....................................................... $ 1,553 $ 2,100
Prepaid advertising costs.............................................. 574 814
Prepaid taxes.......................................................... 695 140
Prepaid insurance...................................................... 951 2,139
Other prepaid expenses................................................. 1,043 2,070
--------- ----------
$ 4,816 $ 7,263
========= ==========
Prepaid advertising costs consist principally of advance payments in
connection with television and other media advertising. Advertising costs are
expensed as incurred.
6. FIXED ASSETS
The major components of fixed assets are as follows:
AUGUST 31,
----------------------
2001 2000
------ ------
Buildings and improvements $ 28,881 $ 31,875
Furniture, fixtures, and equipment 42,410 45,040
Automotive equipment 488 487
---------- ----------
71,779 77,402
Less: accumulated depreciation (39,134) (35,787)
---------- ----------
$ 32,645 $ 41,615
========== ==========
The estimated useful lives of these assets are:
Buildings and improvements............................................. 1 to 20 years
Furniture, fixtures, and equipment..................................... 1 to 7 years
Automotive equipment................................................... 3 to 5 years
During the fiscal year ended August 31, 2001, the Company sold one of
its buildings for $1,200, which was approximately equal to its book value.
31
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
7. OTHER ASSETS
Other assets are comprised of the following:
AUGUST 31,
----------------------
2001 2000
----------- -----------
Capitalized software development costs................................. $ 5,608 $ -
Deferred financing costs (note 14)..................................... 1,545 -
Income tax receivable.................................................. 800 -
Deposits............................................................... 302 198
----------- -----------
$ 8,255 $ 198
========== ===========
8. ACCRUED EXPENSES
Accrued expenses are comprised of the following:
AUGUST 31,
----------------------
2001 2000
----------- ---------
Accrued royalties payable and licensing obligations.................... $ 15,057 $ 16,092
Accrued litigation settlements (note 18)............................... 585 2,337
Accrued payroll and payroll taxes...................................... 3,751 3,349
Accrued interest....................................................... 1,496 2,488
Accrued consulting and professional fees............................... 2,622 1,119
Other accrued taxes.................................................... 2,445 1,537
Other accrued expenses................................................. 5,626 8,265
----------- -----------
$ 31,582 $ 35,187
=========== ===========
32
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
9. DEBT
Debt consists of the following:
AUGUST 31,
-----------------------------
2001 2000
------------ ------------
Short term debt:
10% Convertible Subordinated Notes due 2002 (A)........................ $ 29,225 $ -
Mortgage notes (B)..................................................... 1,270 1,521
Obligations under capital leases (note 10)............................. 536 514
Overformula Loan (C)................................................... 10,000 15,000
Bank Loan (D).......................................................... 6,273 -
Advances from factor (note 4).......................................... 7,349 13,073
------------- --------------
54,653 30,108
------------- --------------
Long term debt:
10% Convertible Subordinated Notes due 2002(A) ....................... - 49,750
Mortgage notes (B)..................................................... 4,396 5,214
Obligations under capital leases (note 10)............................. 577 883
Bank participation advance (E)......................................... 9,500 -
--------------- ---------------
14,473 55,847
--------------- ---------------
$ 69,126 $ 85,955
=============== ===============
(A) In February 1997, the Company issued $50,000 of unsecured 10%
convertible subordinated notes (the "Notes") due March 1, 2002 with interest
payable semiannually. The Notes were originally sold at par with proceeds to the
Company of $47,400, net of expenses. The indenture governing the Notes contains
covenants that, among other things, substantially limit the Company's ability to
incur additional indebtedness, pay dividends and make certain other payments.
The Notes are convertible into shares of common stock prior to maturity, unless
previously redeemed, at a conversion price of $5.18 per share, subject to
adjustment under certain conditions. The Notes are redeemable in whole or in
part, at the option of the Company (subject to the rights of holders of senior
indebtedness) at 102% of the principal balance to maturity. At August 31, 2001
and August 31, 2000, the fair value of the Notes was approximately $22,624 and
$19,900, respectively, based on quoted market values.
In April and March 2001, the Company retired a total of $13,875 in
principal amount of the Notes for an aggregate purchase price of approximately
$6,751. Concurrently with the Note repurchases, the Company sold a total of
3,147 shares of its common stock to the same Note holders for $3,934, based on a
purchase price of $1.25 per share. The $6,751 purchase price of the Notes
included $754 for the excess of the fair value of the common stock at issuance
over the price paid by the Note holders, plus $5,997 of cash paid by the Company
(including the use of the proceeds of the stock sale). As a result of the Note
retirement, the Company has recorded an extraordinary gain on the early
retirement of the Notes in the third quarter of fiscal 2001 of approximately
$7,124. Due to the delayed effectiveness of the registration statement filed
with the SEC by the Company covering the resale by the former Note holders of
the purchased common stock, the Company was required to issue a total of 750
shares of common stock to certain former Note holders which resulted in an
extraordinary charge for the fair value of the common stock in the fourth
quarter of fiscal 2001 of approximately $2,798. In addition, the Company must
issue to one former Note holder up to an additional 1,328 shares of common stock
if the average closing price of its common stock is less than $0.90 per share
for a 20-day period prior to the effective date of such registration statement.
As of November 26, 2001, the closing price of the Company's common stock was
$5.96.
33
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
In June 2001, the Company retired $6,650 in principal amount of the
Notes plus accrued interest of approximately $193 in exchange for 2,022 shares
of its common stock. The excess of the $7,198 fair value of the common shares
issued over the principal amount of the Notes retired and accrued interest,
amounting to $355, was recorded as an extraordinary loss on the early retirement
of the Notes in the fourth quarter of fiscal 2001. As of August 31, 2001, the
remaining principal amount of the Notes outstanding was $29,225.
In August 2001, the Company issued 250 shares of common stock to one
former Note holder because the registration statement filed by the Company
covering the resale of the common stock issued in connection with the early
retirement of the Notes was not declared effective by August 16, 2001. The fair
value of the common shares was $1,176 and was recorded as an extraordinary
charge in the fourth quarter of fiscal 2001.
As a result of all the transactions related to Note retirements, the
Company had a net extraordinary gain of $2,795 in fiscal 2001.
(B) The Company has a mortgage note which is secured by the Company's
corporate headquarters building in the U.S. and requires quarterly principal
payments of $181 through February 1, 2002, plus interest at the bank's prime
lending rate plus 1.00% per annum (8.25% at August 31, 2001; 10.50% at August
31, 2000). The principal balance outstanding under the mortgage note at August
31, 2001 and August 31, 2000 was $471 and $1,207, respectively. During the
fourth quarter of fiscal 2001, as security for the Overformula Loan (as defined
below), the Company granted the Bank a second mortgage on its headquarters
building.
The Company granted the bank another mortgage in connection with its
seven-year term secured credit facility entered into in March 2000 with the Bank
which relates to the Company's purchase of a building in the United Kingdom. The
Company is required to make quarterly principal payments of (pound)137.5
(approximately $200 at August 31, 2001). Interest is charged on this facility at
2.00% above LIBOR (7.22% at August 31, 2001; 8.00% at August 31, 2000). The
principal balance outstanding under this credit facility at August 31, 2001 and
August 31, 2000 was (pound)3,574 (approximately $5,195) and (pound)3,713
(approximately $5,528), respectively. The UK building is being held for sale by
the Company.
(C) The Company and the Bank are parties to the Credit Agreement which
expires on August 31, 2003 but automatically renews for additional one-year
periods, unless terminated upon ninety days' prior notice by either party.
Advances under the Credit Agreement bear interest at 1.5 percent per annum above
the Bank's prime rate (8.25% at August 31, 2001). Certain borrowings in excess
of an availability formula bear interest at 2.00% above the Bank's prime rate.
Under the Credit Agreement, combined advances may not exceed a maximum loan
amount of $70,000 or the formula amount, whichever is less. The Company draws
down working capital advances and opens letters of credit against the facility
in amounts determined based on a formula that takes into account, among other
things, the Company's inventory, equipment and eligible receivables due from the
Bank, as factor. Obligations under the Credit Agreement are secured by
substantially all of the Company's assets. Pursuant to the terms of the Credit
Agreement, the Company is required to maintain specified levels of working
capital and tangible net worth, among other financial covenants. As of August
31, 2001, the Company received waivers from the Bank with respect to those
financial covenants contained in the Credit Agreement for which it was not in
compliance. The Company is presently negotiating with the Bank amendments to the
Credit Agreement, including the financial covenants contained in the Credit
Agreement.
During August 2000, the Bank loaned the Company, in its discretion,
$15,000 above the standard formula under the Credit Agreement for short-term
funding which was included in other short-term borrowings at August 31, 2000 and
repaid in November 2000.
In each of June 2001 and April 2001, the Bank loaned the Company, in
its discretion, $5,000 above the standard formula under the Credit Agreement for
short-term funding, which was repaid prior to August 31, 2001.
In July 2001, the Bank, in its discretion, agreed to loan the Company
$10,000 above the standard formula under the Credit Agreement ( the "Overformula
Loan") which is required to be repaid by January 7, 2002. As security for the
Overformula Loan, two of the Company's executive officers have each personally
pledged as collateral 625 shares of the Company's common stock with an
approximate aggregate market value of $5,000 as of August 31, 2001. In the event
the market value of such pledged stock (based on a ten trading day average
reviewed by the Bank monthly) decreases below $5,000 and such executive officers
do not deliver shares of stock of the Company to cover
34
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
such shortfall, the Bank is entitled to reduce the Overformula Loan by an
amount equal to the shortfall. In October 2001, the Company's two executive
officers were required to pledge as additional collateral, an aggregate of 317
shares of common stock. In connection with the Overformula Loan, on October 31,
2001, the Company issued to the Bank a five-year warrant to purchase 100 shares
of its common stock at an exercise price of $4.70 per share, the market price
per share on the date of issuance. The fair value of the warrants was $419 and
will be recorded as a financing expense in the first quarter of fiscal 2002.
(D) In fiscal 2001, the Company and certain of its European
subsidiaries entered into a receivable facility under which the Bank provided
accounts receivable financing of up to the lesser of approximately $18,000 or
60% of eligible receivables related to the Company's international operations.
The interest rate is 2% above LIBOR (6.25% at August 31, 2001). This facility
has a term of three years automatically renewing for additional one-year periods
thereafter, unless terminated upon ninety days' prior notice by either party. It
is secured by the receivables and assets of such subsidiaries. As of August 31,
2001, there was $6,273 of borrowings outstanding under the facility.
(E) In March 2001, the Bank entered into junior participation
agreements (the "Participation") with certain investors (the "Junior
Participants") under and pursuant to the terms of the existing Credit Agreement
between the Company and the Bank. Following the Participation, the Bank advanced
$9,500 to the Company pursuant to the Credit Agreement for working capital
purposes. The Credit Agreement requires the Company to repay the $9,500
Participation to the Bank upon termination of the Credit Agreement for any
reason, and the junior participation agreement requires the Bank to repurchase
the Participation from the Junior Participants on the earlier of March 12, 2005
or the date the Credit Agreement is terminated and the Company repays all
amounts outstanding thereunder. Were the Company not able to repay the
Participation, the Junior Participants would have subordinate rights assigned
to it under the Credit Agreement with respect to the unpaid Participation.
(F) Maturities of debt are as follows:
Fiscal Years Ending August 31,
2002............................................................................... $ 54,653
2003............................................................................... 10,733
2004............................................................................... 895
2005............................................................................... 829
2006............................................................................... 819
Thereafter......................................................................... 1,197
---------
$ 69,126
=========
35
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
10. OBLIGATIONS UNDER CAPITAL AND OPERATING LEASES
The Company is committed under various capital leases for equipment
expiring at various dates through 2006. Future minimum payments required under
such leases are as follows:
Fiscal Years Ending August 31,
2002............................................................................... $ 616
2003............................................................................... 476
2004............................................................................... 109
2005............................................................................... 32
2006............................................................................... 16
-------
Total minimum lease payments....................................................... 1,249
Less: amount representing interest................................................ 136
-------
Present value of net minimum lease payments........................................ $ 1,113
========
The present value of net minimum lease payments is reflected in the
August 31, 2001 balance sheet as current and noncurrent obligations under
capital leases of $536 and $577, respectively.
The Company has operating leases for rental space and equipment which
expire on various dates through 2006. The leases provide for contingent rentals
based upon escalation clauses. Future minimum rental payments required under
such leases are as follows:
Fiscal Years Ending August 31,
2002............................................................................... $ 3,095
2003............................................................................... 2,343
2004............................................................................... 1,315
2005............................................................................... 1,102
2006............................................................................... 157
----------
Total minimum operating lease payments............................................. $ 8,012
===========
Rent expense under operating leases was $2,543, $3,483 and $2,839 for
fiscal 2001, 2000 and 1999, respectively.
36
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
11. PROVISION FOR INCOME TAXES
The provision for (benefit from) income taxes consists of the
following:
FISCAL YEARS ENDED AUGUST 31,
------------------------------
2001 2000 1999
----------- ------------ ---------
Current:
Federal......................................... $ (798) $ (839) $ 1,573
Foreign......................................... 594 832 999
State........................................... 98 98 400
----------------- -------------- --------------
Total income tax provision (benefit)............ $ (106) $ 91 $ 2,972
================== ============= ==============
In each of the years presented, there was no net deferred tax
provision, as the Company had no net deferred tax assets or liabilities.
A reconciliation of the Federal statutory income tax rate with the
effective income tax rate follows:
FISCAL YEARS ENDED AUGUST 31,
------------------------------------
2001 2000 1999
----------- -------------- ------------
Statutory tax rate................................... 35.0% (35.0%) 35.0%
State income taxes, net of Federal income tax benefit 0.4 - 0.7
Increase in valuation allowance...................... - 29.7 (33.0)
Utilization of net operating loss carryforward....... (36.3) - -
Nondeductible expenses............................... 0.2 5.4 4.4
Foreign tax rate differential, net of foreign tax credits - - (0.2)
Other................................................ - - 0.7
---------- ---------- ---------
Effective income tax rate............................ (0.7)% 0.1% 7.6%
=========== =========== ==========
The tax effects of temporary differences that give rise to the net
deferred tax assets recorded on the consolidated balance sheets as of August 31,
2001 and 2000 are as follows:
AUGUST 31,
----------------------------
2001 2000
----------- ----------
Reserves and allowances................................................ $ 10,390 $ 24,320
Accrued expenses....................................................... 363 1,036
Federal net operating loss carryforwards............................... 70,350 44,100
Foreign net operating loss carryforwards............................... 5,848 7,011
Other.................................................................. 744 2,709
---------- --------
87,695 79,176
Less: Valuation allowance............................................. (87,695) (79,176)
---------- --------
$ - $ -
========== ========
As of August 31, 2001, the Company has a U.S. tax net operating loss
carryforward of approximately $201,000 expiring in fiscal years 2011 through
2021. At August 31, 2001 the Company has provided a valuation allowance of
$87,695 against its net deferred tax assets due to the Company's recent
cumulative pre-tax losses and lack of significant offsetting objective evidence
that the deferred tax assets are realizable. If the entire deferred tax asset
were realized, $5,384 would be allocated to paid-in capital with the remainder
reducing income tax expense.
A provision for additional taxes on income which would become payable
upon the repatriation of earnings from its foreign subsidiaries has not been
provided since, upon repatriation, the tax consequences of such distributions
would be substantially offset by available foreign tax credits.
37
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
12. EARNINGS (LOSS) PER SHARE
FISCAL YEARS ENDED AUGUST 31,
-------------------------------------------
2001 2000 1999
----------- ------------ -----------
BASIC EPS COMPUTATION:
Earnings (loss) before extraordinary gain......... $ 14,498 $ (131,744) $ 36,058
Net earnings (loss) 17,293 (131,744) 36,058
Weighted average common shares outstanding........ 60,143 55,882 54,284
Basic earnings (loss) before extraordinary gain per
share.......................................... $ 0.24 $ (2.36) $ 0.66
============= =============== ==============
Basic net earnings (loss) per share $ 0.29 $ (2.36) $ 0.66
============= =============== ==============
DILUTED EPS COMPUTATION:
Net earnings (loss) before extraordinary gain $ 14,498 $ (131,744) $ 36,058
10% convertible subordinated notes interest expense - - 4,982
Adjusted net earnings (loss) before extraordinary gain --------------- --------------- --------------
$ 14,498 $ (131,744) $ 41,040
--------------- --------------- --------------
Net earnings (loss) $ 17,293 $ (131,744) $ 36,058
10% convertible subordinated notes interest expense - - 4,982
------------ -------------- --------------
Adjusted net earnings (loss) $ 17,293 $ (131,744) $ 41,040
-------------- -------------- --------------
Weighted average common shares outstanding........ 60,143 55,882 54,284
Stock options and warrants........................ 6,491 - 8,314
10% convertible subordinated notes................ - - 9,604
-------------- -------------- --------------
Diluted common shares outstanding.................... 66,634 55,882 72,202
-------------- -------------- --------------
Diluted earnings (loss) before extraordinary gain per $ 0.22 $ (2.36) $ 0.57
share............................................. ============= =============== ==============
Diluted net earnings (loss) per share $ 0.26 $ (2.36) $ 0.57
============= =============== ==============
The assumed conversion of the outstanding Notes was excluded from
fiscal 2001 and 2000 diluted earnings per share calculations as they were
anti-dilutive.
38
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
13. STOCK OPTION AND PURCHASE PLANS
A. Stock Option Plan
The Company's 1988 Stock Option Plan provided for the grant of up to
25,000 shares of the Company's common stock to employees, directors and
consultants; that plan expired in May 1998. On October 1, 1998, the stockholders
authorized the adoption of the 1998 Stock Incentive Plan, which provides for the
grant of up to 5,442 shares of common stock to employees, directors and
consultants. Under both plans, the exercise price per share of all incentive
stock options granted to employees was at the market price, or 110% thereof for
certain employees, and, for non-incentive options, not less than 85% of market
price, of the common stock on the date of grant. Generally, outstanding options
become exercisable ratably over a three-year period from the date of grant
(although this may be accelerated due to retirement, disability or death).
Outstanding options must generally be exercised within ten years from the date
of grant or, with respect to incentive options, within five years from the date
of grant for certain employees. At August 31, 2001, options to purchase
approximately 7,024 shares at a weighted-average exercise price of $4.80 per
share were exercisable and 534 options to purchase shares were available for
future grant. In addition, the 1998 Stock Incentive Plan provides for the grant
of stock appreciation rights and stock awards subject to such terms and
conditions as shall be determined at the time of grant. Other than 100 shares
issued to an employee, through August 31, 2001, no stock appreciation rights or
shares of stock have been awarded under the 1998 Stock Incentive Plan.
Option transactions are summarized as follows:
SHARES UNDER OPTION WEIGHTED
-------------------- AVERAGE
INCENTIVE NON-INCENTIVE EXERCISE PRICE
----------- ---------------- ----------------
Outstanding, August 31, 1998......................... 4,958 9,228 $4.75
Granted.............................................. 378 428 $7.11
Exercised............................................ (1,022) (1,295) $3.56
Canceled............................................. (601) (1,051) $8.55
---------- ----------
Outstanding, August 31, 1999......................... 3,713 7,310 $4.60
---------- ----------
Granted.............................................. 1,859 657 $2.85
Exercised............................................ (369) (35) $3.66
Canceled............................................. (1,327) (191) $4.27
---------- ----------
Outstanding, August 31, 2000......................... 3,876 7,741 $4.30
---------- ----------
Granted.............................................. 2,130 398 $1.76
Exercised............................................ (280) (1,067) $2.01
Canceled............................................. (1,493) (1,104) $4.17
---------- ----------
Outstanding, August 31, 2001......................... 4,233 5,968 $4.01
=========== ===========
In addition, options to purchase 11 shares of common stock at $3.92 per
share, 37 shares of common stock at $16 per share and 125 shares of common stock
at $3.375 per share were granted outside the 1988 Stock Option Plan and the 1998
Stock Incentive Plan remain outstanding at August 31, 2001. During fiscal 2000,
options outside the plans to purchase 12 shares of common stock at $3.375 per
share were exercised.
39
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The options outstanding as of August 31, 2001 are summarized in ranges
as follows:
INCENTIVE OPTIONS:
WEIGHTED AVERAGE NUMBER OF INCENTIVE WEIGHTED AVERAGE
RANGE OF EXERCISE PRICE EXERCISE PRICE OPTIONS OUTSTANDING REMAINING LIFE
- ----------------------- ---------------- -------------------- ------------------
$0.43 - $2.50 $1.45 2,003 9 years
$2.51 - $4.50 $3.46 1,762 7 years
$4.51 - $10.88 $6.93 468 6 years
---------------
4,233
================
NON-INCENTIVE OPTIONS:
WEIGHTED AVERAGE NUMBER OF NON-INCENTIVE WEIGHTED AVERAGE
RANGE OF EXERCISE PRICE EXERCISE PRICE OPTIONS OUTSTANDING REMAINING LIFE
- ---------------------- --------------- ------------------------ ------------------
$1.03 - $3.94 $3.38 3,361 5 years
$3.95 - $9.49 $5.16 2,295 6 years
$9.50 - $24.00 $17.30 312 3 years
----------------
5,968
================
The per share weighted average fair value of stock options granted
during fiscal 2001, 2000 and 1999 was $1.70, $2.07 and $4.71, respectively, on
the date of grant using the Black Scholes option-pricing model with the
following weighted-average assumptions: expected dividend yield of 0%, risk free
interest rate of 3.14%, 5.92% and 5.69%, respectively, expected stock volatility
of 142%, 103% and 95%, respectively and an expected option life of three years.
The Company applied APB Opinion No. 25 in accounting for its stock
option grants and, accordingly, no compensation cost has been recognized in the
financial statements for its employee stock options which have an exercise price
equal to or greater than the fair value of the stock on the date of the grant.
Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under SFAS No. 123, the Company's net earnings
(loss) and net earnings (loss) per share would have been the following on a pro
forma basis:
FISCAL YEARS ENDED AUGUST 31,
--------------------------------------
2001 2000 1999
-------- --------- -------
Net earnings (loss):
As reported...................................... $ 17,293 $(131,744) $ 36,058
10% convertible subordinated notes interest
expense.................................. - - 4,982
Adjusted net earnings (loss)..................... --------------- ---------------- ---------------
$ 17,293 $(131,744) $ 41,040
=============== ================ ===============
Pro forma........................................ $ 15,888 $(135,328) $ 35,269
=============== ================ ================
Diluted net earnings (loss) per share:
As reported...................................... $ 0.26 $ (2.36) $ 0.57
=============== ================ ================
Pro forma........................................ $ 0.24 $ (2.42) $ 0.49
=============== ================ ================
(B) Employee Stock Purchase Plan
Effective May 4, 1998, the Company adopted an employee stock purchase
plan to provide employees who meet eligibility requirements an opportunity to
purchase shares of its common stock through payroll deductions of up to 10% of
eligible compensation. Bi-annually, participant account balances are used to
purchase shares of stock at 85% of the lesser of the fair market value of shares
on the exercise date or the offering date. The plan remains in effect for a term
of 20 years, unless sooner terminated by the Board of Directors. A total of
3,000 shares are
40
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
available for purchase under the plan. In fiscal 2001, 2000 and 1999, 233, 223
and 183 shares, respectively, were purchased under the plan.
A certain portion of the options available for grant under the 1998
Stock Incentive Plan and a certain portion of the shares available for grant
under the Company's stock purchase plan are subject to shareholder approval
of an increase to the number of shares authorized under the Company's
certificate of incorporation.
14 EQUITY
In fiscal 1999, the Company awarded 300 shares of restricted stock to
the Acclaim Entertainment Benefits Trust and 100 shares to an employee. The fair
value of such common stock of $3,169 was expensed as the restrictions lapsed.
Deferred compensation includes $313 related to such restricted stock awards at
August 31, 2000, which was expensed in fiscal 2001.
In July 2001, the Company issued 9,335 shares of common stock at
$3.60 per share in a private placement for net proceeds of $31,534. In
connection with the private placement, the Company issued 233 warrants with an
exercise price of $3.60 per share to the placement agent. In April, June and
July 2001, the Company issued a total of 914 shares of common stock to two
independent software developers in connection with services previously
rendered under software development agreements. The fair value of the common
shares at issuance was $2,875, which satisfied $2,719 of accrued royalties,
with the excess recorded as non-cash royalty expense.
In April and March 2001, the Company issued a total of 3,147 shares of
its common stock to certain former Note holders for $3,934 in connection with
the early retirement of a total of $13,875 in principal amount of Notes. The
$6,751 purchase price of the Notes includes $754 for the excess of the fair
value of the common stock at issuance over the price paid by the Note holders,
plus $5,997 of cash paid by the Company, including the use of the proceeds of
the stock sale. In June through August 2001, the Company issued an additional
3,022 shares of common stock with an aggregate fair value of $11,172 in
connection with the early retirement of Notes (see note 9).
In November 2000, the Company sold 720 shares of common stock for
$900 to two of its executive officers at $1.25 per share, the fair value of
the common stock on the date of the sale.
In March 2001, the Company issued to the Junior Participants
(referenced in Note 9E), five-year warrants to purchase an aggregate of 2,375
shares of common stock of the Company exercisable at a price of $1.25 per share,
which included a total of 1,375 warrants issued to certain executive officers of
the Company and a director of the Company. The fair value of the warrants of
$1,751, based on the Black-Scholes Option Pricing Model, was recorded as
deferred financing costs and is being amortized as a non-cash financing expense
over the two and one-half years to the expiration of the related Credit
Agreement.
In fiscal 2000, the Company issued 14 shares of common stock to a
non-employee for services. The fair value of the common stock of $100 was
recorded as an expense.
In October 2000, the Company released from escrow 150 shares of
common stock in connection with a litigation settlement accrued in a prior
period. The fair value of the common shares was $263, which was included in
accrued litigation settlements until the common stock was issued. In February
2001, the Company issued 204 shares of common stock in connection with a
litigation settlement accrued in a prior period. The fair value of the common
shares issued was $285. In connection with a litigation settlement, in fiscal
2000 the Company issued 688 warrants with an exercise price of $3.61 per share
that expire in March 2003. The fair value of the warrants was $2,550, which
was expensed in fiscal 1997 and included in accrued litigation settlements
until the warrants were issued. In connection with litigation settlements, in
fiscal 1999 the Company issued 770 warrants with exercise prices ranging from
$3.50 to $7.56 that expire through April 2002. The fair value of the warrants
was $1,700. During fiscal 2000 and 1999, 1 and 234, respectively, of such
warrants were exercised.
In fiscal 2001 and 2000, the Company issued 1,804 shares of common
stock, including 250 shares to one of the Junior Participants, and 10 shares,
respectively, in connection with the exercise of warrants.
41
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
As of August 31, 2001, the Company has common shares reserved for
issuance for the following warrants:
ISSUANCE PURPOSE NUMBER AVERAGE EXERCISE PRICE EXPIRATION DATE
------------------- ------- ---------------------- ---------------
Junior participation 2,125 $ 1.25 March 2006
Litigation settlement 635 3.61 March 2003
Litigation settlement 218 7.56 April 2002
1991 officer (exercised in October 2001 (Note 20)) 1,125 3.00 October 2001
1997 financing 200 1.25 February 2006
2000 financing 100 1.25 July 2005
2001 private placement 233 3.60 July 2004
-----
4,636
======
15 STOCKHOLDERS' RIGHTS
In the fourth quarter of fiscal 2000, the Board of Directors of the
Company declared a dividend distribution of one right for each outstanding
share of the Company's common stock to stockholders of record at the close of
business on June 21, 2000. Each right entitles the registered holder to
purchase from the Company a unit consisting of one one-thousandth (1/1,000) of
a share of Series B junior participating preferred stock, $0.01 par value, at
a purchase price of $30 per unit, subject to adjustment. The description and
terms of the rights are set forth in a rights agreement, dated as of June 5,
2000, between the Company and Computershare Trust Co., as Rights Agent.
Subject to certain exceptions specified in the rights agreement, the
rights will separate from the Company's common stock and a distribution date
will occur upon the earliest of:
o the tenth business day following the date (referred to as a stock
acquisition date) of the first public announcement by the Company
that any person or group has become the beneficial owner of 10% or
more of the Company's common stock then outstanding (other than
(1) the Company, (2) any subsidiary of the Company, and any
employee benefit plan of the Company or any subsidiary, (3)
persons who are eligible to report their ownership on Schedule 13G
and who beneficially own less than 15% of the common stock and
certain other persons or groups, including Gregory Fischbach and
related parties and James Scoroposki and related parties (provided
they beneficially own less than 20% of the common stock));
o the tenth business day following the commencement of a tender or
exchange offer if, upon its consummation, the offeror would become
the beneficial owner of 10% or more of the Company's common stock
then outstanding; or
o a merger or other business combination transaction involving the
Company.
The rights are not exercisable until a distribution date as described
above and will expire on June 7, 2010, unless earlier redeemed, exchanged,
extended or terminated by the Company. At no time will the rights have any
voting power.
42
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
16. MAJOR SUPPLIERS AND CUSTOMERS AND RELATED PARTY TRANSACTIONS
A. Major Suppliers and Customers
The Company is substantially dependent on Nintendo and Sony as the
sole manufacturers of the software developed by the Company for Nintendo's and
Sony's hardware platforms and on Nintendo, Sony and Sega as the sole licensors
of the proprietary information and technology needed to develop software for
each manufacturer's platforms. For the years ended August 31, 2001, 2000 and
1999, the Company derived 13%, 40% and 64% of its gross revenues,
respectively, from sales of Nintendo-compatible software, 74%, 32% and 27% of
its gross revenues, respectively, from sales of software for PlayStation and
9%, 21% and less than 1% of its gross revenues, respectively, from sales of
Sega-compatible software.
The Company markets its products primarily to mass merchandise
companies, large retail toy store chains, department stores and specialty
stores. Sales to two customers represented 12% and 11% of revenues for the
year ended August 31, 2001, sales to two customers represented 11% and 10% of
revenues for the year ended August 31, 2000 and sales to two customers
represented 14% and 11% of revenues for the year ended August 31, 1999.
B. Related Party Transactions
In July 2001, the Company issued 1,500 shares of common stock in
connection with warrants exercised by two officers of the Company. The Company
received $30, which represents the par value of the common shares issued, and
two promissory notes totaling $3,595 for the unpaid portion of the exercise
price of the warrants. The notes provide the Company with full recourse against
the individuals' assets and are payable the earlier of July 2002 and to the
extent of the proceeds of any warrant share sale, following the date upon which
any or all the warrant shares are sold. The notes bear interest at the same rate
the Company is charged from time-to-time by the Bank, which is prime plus 1.50%
per annum. The notes receivable are reflected as a contra-equity balance in
additional paid-in capital.
Sales commissions are payable to a company owned or controlled by one
of the Company's officers, directors and principal stockholders for sales
obtained by such company. These commissions amounted to approximately $330,
$341 and $853 for the years ended August 31, 2001, 2000 and 1999,
respectively, of which $18 was included in accrued expenses at August 31,
2000.
At August 31, 2001, included in other receivables are loans
receivable aggregating $750 from four officers of the Company. Two of the
officers have since resigned and are no longer with the Company. Of the loan
amount, $250 bears no interest and is payable in full on the earlier of the
sale of the officer's personal residence or not later than August 11, 2003. In
August 2001, pursuant to an agreement between the Company and one of the
officers, whereby $25 of the loan is annually forgiven for continued
employment, the Company expensed $25 of the $200 loan made to this officer.
The Company will continue to record compensation expense of $25 for each year
that the officer remains an employee of the Company. In August 2000, the
company wrote off notes receivable, including accrued interest, of $2,843 due
from an entity, which was deemed uncollectible; two directors of the Company
serve as directors of such entity, one of which serves as the Company's
nominee at the request of the Company's Board of Directors.
Investment banking fees totaling $284 were incurred during the year
ended August 31, 2001 to a broker-dealer of which a director of the Company is
a member of which $104 in fees remain payable as of August 31, 2001 to
said broker-dealer.
In each of the second and third quarters of fiscal 2001, affiliates
of the Company loaned the Company $2,200 which was repaid in those quarters.
See also Notes 9, 14, and 20.
43
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
17 SEGMENT INFORMATION
The Company's chief operating decision-maker is the Company's Chief
Executive Officer. The Company has three reportable segments, North America,
Europe, and Pacific Rim, which are organized, managed and analyzed
geographically and operate in one industry segment: the development, marketing
and distribution of entertainment software. Information about the Company's
operations for the fiscal years ended August 31, 2001, 2000 and 1999 is
presented below:
NORTH AMERICA EUROPE PACIFIC RIM ELIMINATIONS TOTAL
------------- ------ ----------- ------------ -----
FISCAL 2001
Net revenues from external customers....... $ 146,185 $ 45,371 $ 6,012 $ - $ 197,568
Intersegment sales......................... 317 8,588 - (8,905) -
---------- ---------- ------------ ----------- ----------
Total net revenues......................... 146,502 53,959 6,012 (8,905) 197,568
Interest income............................ 377 85 9 - 471
Interest expense........................... 9,743 1,234 16 - 10,993
Depreciation and amortization.............. 8,205 2,014 433 - 10,652
Identifiable assets........................ 96,508 27,255 1,867 - 125,630
Segment operating profit (loss)............ 20,055 3,405 (245) - 23,215
FISCAL 2000
Net revenues from external customers....... 119,869 58,321 10,436 - 188,626
Intersegment sales......................... 165 15,840 48 (16,053) -
---------- ---------- ------------ ----------- ----------
Total net revenues......................... 120,034 74,161 10,484 (16,053) 188,626
Goodwill writedown......................... 17,870 - - - 17,870
Interest income............................ 3,298 434 26 - 3,758
Interest expense........................... 11,176 262 11 - 11,449
Depreciation and amortization.............. 9,671 2,612 919 - 13,202
Identifiable assets........................ 88,669 1,492 2,932 - 93,093
Segment operating profit (loss)............ (100,655) (16,755) (2,650) - (120,060)
FISCAL 1999
Net revenues from external customers....... 300,403 116,519 14,052 - 430,974
Intersegment sales......................... 436 3,798 49 (4,283) -
---------- ---------- ------------ ----------- ----------
Total net revenues......................... 300,839 120,317 14,101 (4,283) 430,974
Interest income............................ 3,878 102 19 - 3,999
Interest expense........................... 10,187 154 2 - 10,343
Depreciation and amortization.............. 9,295 1,547 832 - 11,674
Identifiable assets........................ 189,643 47,797 7,398 - 244,838
Segment operating profit (loss)............ 37,583 7,641 (496) - 44,728
44
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company's gross revenues were derived from the following product
categories:
Fiscal Years Ended August 31,
-----------------------------------------------------
2001 2000 1999
--------------- --------------- ---------------
Nintendo Game Boy software........................... 11% 9% 5%
Nintendo 64 software................................. 2% 31% 59%
--------------- --------------- ---------------
Subtotal for Cartridge-based software........... 13% 40% 64%
--------------- --------------- ---------------
Sony PlayStation 1: 32-bit software.................. 41% 32% 27%
Sony PlayStation 2: 128-bit software................. 33% - -
Sega Dreamcast: 128-bit software..................... 9%(1) 21% <1%
--------------- --------------- ---------------
Subtotal for CD-based software................. 83% 53% 27%
--------------- --------------- ---------------
PC software.......................................... 4% 7% 9%
--------------- --------------- ---------------
Total............................................... 100% 100% 100%
=============== =============== ===============
- ----------------
(1) Sales occurred primarily during the first quarter of fiscal 2001.
Note: The numbers in the above schedule do not give effect to sales credits
and allowances as the Company does not track sales credits and allowances by
product category. Accordingly, the numbers presented may vary materially from
those that would be disclosed were the Company able to present such
information net of sales credits and allowances as a percentage of net
revenues.
45
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
18. COMMITMENTS AND CONTINGENCIES
a) Legal Proceedings
Various claims and actions have been asserted or threatened against
the Company in the ordinary course of business. In the opinion of management,
the outcome of these asserted or threatened claims or actions would not have a
materially adverse effect on the Company's consolidated financial position,
results of operations, and cash flows, taken as a whole.
In fiscal 1998, the Company settled certain of its then outstanding
litigation and claims by agreeing to issue common stock and warrants. The
accompanying statements of stockholders' equity (deficit) include in fiscal
2001 the issuance of 204 shares of common stock and 150 common shares from
escrow with a total fair value of $548, in fiscal 2000 the issuance of 688
warrants with a fair value of $2,550 and in fiscal 1999 the issuance of 770
warrants with a fair value of $1,700, to satisfy these previously accrued
litigation settlement liabilities. The fair value of the shares of common
stock issued in settlement is based on the quoted market value of the common
stock on the date of issuance and the fair value of the warrants was
calculated using the Black-Scholes option pricing model.
In fiscal 1999, the Company had a litigation settlement gain of
$1,753. The gain resulted from the reduction of a previously recorded
contractual obligation due to the occurrence of various events identified in
the settlement agreement, including an increase in the market value of the
Company's common stock to a value specified in the settlement agreement.
In the first quarter of fiscal 2001, as a result of Comedy Partners'
(South Park) repeated refusal to approve the Company's proposed projects and
designs, the Company refused to make royalty payments under the license
agreement, resulting in the purported termination of the license by Comedy
Partners based on the Company's refusal. On March 9, 2001, the Company and
Comedy Partners settled the suit brought by Comedy Partners for $900, which
amount was included in accrued royalties payable at August 31, 2000 and was
paid in fiscal 2001.
Pending litigation, claims and related matters at August 31, 2001
consisted of the following:
The Company and other companies in the entertainment industry were sued
in an action entitled James, et al. v. Meow Media, et al. filed in April 1999.
The plaintiffs alleged that the defendants negligently caused injury to the
plaintiffs as a result of, in the case of Acclaim, its distribution of
unidentified "violent" video games, which induced a minor to harm his high
school classmates, thereby causing damages to plaintiffs, the parents of the
deceased individuals. The plaintiffs seek damages in the amount of approximately
$110 million. The U.S. District Court for the Western District of Kentucky
dismissed this action; however, it is currently on appeal to the U.S. Court of
Appeals for the Sixth Circuit. Oral arguments are scheduled for late November
2001. The Company intends to defend this action vigorously.
The Company and other companies in the entertainment industry were
sued in an action entitled Sanders et al. v. Meow Media et al., filed in April
2001. The complaint purports to be a class action brought on behalf of all
persons killed or injured by the shootings which occurred at Columbine High
School on April 20, 1999. The Company is a named defendant in the action along
with more than ten other publishers of computer and video games. The complaint
alleges that the video game defendants negligently caused injury to the
plaintiffs as a result of their distribution of unidentified "violent" video
games, which induced two minors to kill a teacher related to the plaintiff and
to kill or harm their high school classmates, thereby causing damages to
plaintiffs. The complaint seeks: compensatory damages in an amount not less
than $15 for each plaintiff in the class, but up to $20 million for some of
the members of the class; punitive damages in the amount of $5 billion;
statutory damages against certain other defendants in the action; and
equitable relief to address the marketing and distribution of "violent" video
games to children. The Company believes the plaintiffs' claims are
substantially similar to those dismissed by the U.S. District Court, and are
on appeal, in the James case discussed above. The Company filed a motion to
dismiss this action on July 9, 2001. The Company intends to defend this action
vigorously.
46
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company received a demand for indemnification from the defendant
Lazer-Tron Corporation in a matter entitled J. Richard Oltmann v. Steve Simon,
and Steve Simon v. J. Richard Oltmann, J Richard Oltmann Enterprises, Inc.,
d/b/a Haunted Trails Amusement Parks, and RLT Acquisitions, Inc., d/b/a
Lazer-Tron. The Lazer-Tron action involves the assertion by plaintiff Simon
that defendants Oltmann, Haunted Trails and Lazer-Tron misappropriated
plaintiff's trade secrets. Plaintiff alleges claims for Lanham Act violations,
unfair competition, misappropriation of trade secrets, conspiracy, and fraud
against all defendants, and seeks damages in unspecified amounts, including
treble damages for Lanham Act claims, and an accounting. Pursuant to an asset
purchase agreement made as of March 5, 1997, the Company sold Lazer-Tron to
RLT Acquisitions, Inc. Under the asset purchase agreement, the Company assumed
and excluded specific liabilities, and agreed to indemnify RLT for certain
losses, as specified in the asset purchase agreement. In an August 1, 2000
letter, counsel for Lazer-Tron in the Lazer-Tron action asserted that the
Company's indemnification obligations in the asset purchase agreement applied
to the Lazer-Tron action, and demanded that the Company indemnify Lazer-Tron
for any losses which may be incurred in the Lazer-Tron action. In an August
22, 2000 response, the Company asserted that any losses which may result from
the Lazer-Tron action are not assumed liabilities under the asset purchase
agreement for which the Company must indemnify Lazer-Tron. In a November 20,
2000 letter, Lazer-Tron responded to Acclaim's August 22 letter and reiterated
its position that the Company must indemnify Lazer-Tron with respect to the
Lazer-Tron action. No other action with respect to this matter has been taken
to date.
b) Letters of Credit
At August 31, 2001, the Company and its subsidiaries had outstanding
letters of credit aggregating approximately $323 for the purchase of
merchandise. The Company's subsidiaries had independent facilities totaling
approximately $1,032 with various banks at August 31, 2001. Trade accounts
payable include $1,032 and $7,655 at August 31, 2001 and 2000, respectively,
which were collateralized under outstanding letters of credit.
c) Employee Benefits
The Company has established an Employee Savings Plan effective
January 1, 1995, which qualifies as a deferred salary arrangement under
Section 401(k) of the Internal Revenue Code. The plan is available to all U.S.
employees who meet the eligibility requirements. Under the plan, participating
employees may elect to defer a portion of their pretax earnings, up to the
maximum allowed by the Internal Revenue Service (up to the lesser of 15% of
compensation or $10 for calendar year 2000). All amounts vest immediately.
Generally, the plan assets in a participant's account will be distributed to a
participant or his or her beneficiaries upon termination of employment,
retirement, disability or death. All plan administrative fees are paid by the
Company.
Generally, the Company does not provide its employees any other post
retirement or post employment benefits, except discretionary severance
payments upon termination of employment.
The Company has entered into employment agreements with certain of its
officers which provide for annual bonus payments based on consolidated pre-tax
income, in addition to their base compensation.
47
ACCLAIM ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
19 QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table sets forth certain quarterly financial
information for fiscal 2001:
QUARTERS ENDED
-------------------------------------------------------------------
DEC. 2, 2000 MAR. 3, 2001 JUNE 2, 2001 AUG. 31, 2001 TOTAL
------------ ------------ ------------ ------------- -------
Net revenues........................ $ 72,039 $ 40,358 $ 38,642 $ 46,529 $ 197,568
Cost of revenues.................... 24,058 13,596 11,264 13,105 62,023
Net earnings (loss)................. 10,805 543 7,367 (1,422) 17,293
Diluted earnings (loss) per share... 0.18 0.01 0.12 (0.02) 0.26
The following table sets forth certain quarterly financial information
for fiscal 2000:
QUARTERS ENDED
----------------------------------------------------------------
NOV. 30, 1999 FEB. 29, 2000 MAY 31, 2000 AUG. 31, 2000 TOTAL
------------- ------------- ------------ ------------- -------
Net revenues........................ $ 101,153 $ 65,943 $ 4,842 $ 16,688 $ 188,626
Cost of revenues.................... 40,016 34,105 11,383 19,892 105,396
Net earnings (loss) ................ 434 (18,975) (49,675) (63,528) (131,744)
Diluted earnings (loss) per share .. 0.01 (0.34) (0.88) (1.15) (2.36)
The sum of the quarterly net earnings per share amounts do not always
equal the annual amount reported, as per share amounts are computed
independently for each quarter and for the twelve months based on the weighted
average common and common equivalent shares outstanding in each such period.
20. SUBSEQUENT EVENTS (UNAUDITED)
In October 2001, the Company issued 1,125 shares of common stock in
connection with warrants exercised by two officers of the Company. The Company
received $23, which represents the par value of the common shares issued, and
two promissory notes totaling $3,353 for the unpaid portion of the exercise
price of the warrants. The notes provide the Company with full recourse
against the individuals' assets and are payable the earlier of October 2002
and, to the extent of the proceeds of any warrant share sale, following the
date upon which any or all the warrant shares are sold. The notes bear
interest at the same rate the Company is charged from time to time by the
Bank, which is the Bank's prime plus 1.50% per annum. The notes will be
recorded as a contra-equity balance in additional paid-in capital in the first
quarter of fiscal 2002.
In October 2001, the Company issued 1,250 warrants to purchase shares
of common stock at an exercise price of $2.88 per share to officers of the
Company in connection with their pledge of an aggregate of 1,250 common shares
held by them to the Bank as additional security for the Company's Overformula
Loan.
Commencing in September 2001, the Company is required to make a $336
payment monthly to the investors in connection with the private placement
successfully completed in July 2001 until the resale of the common shares issued
in association with the private placement have been registered with the SEC in
accordance with the Securities Act of 1933. As of November 29, 2001, $1,008 had
been paid by the Company.
48
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
1. FINANCIAL STATEMENTS
The following financial statements of the Company are included in Part
II:
Item 8 Independent Auditors' Report.
Consolidated Balance Sheets - August 31, 2001 and 2000.
Consolidated Statements of Operations - Fiscal Years Ended August 31, 2001,
2000 and 1999.
Consolidated Statements of Stockholders' Equity (Deficit) - Fiscal Years
Ended August 31, 2001, 2000 and 1999.
Consolidated Statements of Cash Flows - Fiscal Years Ended August 31, 2001,
2000 and 1999.
Notes to Consolidated Financial Statements.
2. FINANCIAL STATEMENT SCHEDULE:
Schedule II - Allowance for Returns and Price Concessions
All other schedules have been omitted because they are not applicable, or
not required, or because the required information is included in the
Consolidated Financial Statements or notes thereto.
(a) Current Reports on Form 8-K:
Current Report on Form 8-K filed on August 14, 2001
Current Report on Form 8-K filed on August 02, 2001
Current Report on Form 8-K filed on July 03, 2001
Current Report on Form 8-K filed on April 13, 2001
Current Report on Form 8-K filed on March 22, 2001
(b) Exhibits:
Exhibit No. Description
----------- ---------------------------------------------------------------------------------------------------
3.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1, filed on April 21, 1989, as amended (Commission File
No. 33-28274)
3.2 Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1, filed on April 21, 1989, as amended
(Commission File No. 33-28274)
3.3 Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit
4(d) to the Company's Registration Statement on Form S-8, filed on May 19, 1995 (Commission File
No. 33-59483)
3.4 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3 to the
Company's Current Report on Form 8-K, filed on June 12, 2000)
4.1 Specimen form of the Company's common stock certificate (incorporated by reference to Exhibit 4 to
the Company's Annual Report on Form 10-K for the year ended August 31, 1989, as amended)
4.2 Indenture dated as of February 26, 1997 between the Company and IBJ Schroder Bank & Trust Company,
as trustee (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K,
filed on March 14, 1997)
49
4.3 Rights Agreement dated as of June 5, 2000, between the Company and American Securities Transfer &
Trust, Inc. (incorporated by reference to Exhibit 4 of the Company's Current Report on Form 8-K,
filed on June 12, 2000)
4.4 Form of Warrant Agreement between the Company and American Securities Transfer & Trust, Inc., as
warrant agent, relating to Class C Warrants (incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-3, filed on February 17, 1999 (Commission File No.:
333-71211)
4.5 Form of Warrant Certificate relating to the Class C Warrants (incorporated by reference to Exhibit
4.3 to the Company's Registration Statement on Form S-3, filed on February 17, 1999 (Commission File
No.: 333-71211)
4.6 Form of Warrant Agreement between the Company and American Securities Transfer & Trust, Inc., as
warrant agent, relating to Class D Warrants (incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-3, filed on August 23, 1999 (Commission File No.:
333-72503)
4.7 Form of Warrant Certificate relating to the Class D Warrants (incorporated by reference to Exhibit
4.3 to the Company's Registration Statement on Form S-3, filed on August 23, 1999 (Commission File
No.: 333-72503)
+10.1 Employee Stock Purchase Plan (incorporated by reference to the Company's definitive proxy statement
relating to fiscal 1997 filed on August 31, 1998)
+10.2 1998 Stock Incentive Plan (incorporated by reference to the Company's definitive proxy statement
relating to fiscal 1997 filed on August 31, 1998)
+10.3 Employment Agreement dated as of September 1, 1994 between the Company and Gregory E. Fischbach; and
Amendment No. 1 dated as of December 8, 1996 between the Company and Gregory E. Fischbach
(incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year
ended August 31, 1996)
+10.4 Employment Agreement dated as of September 1, 1994 between the Company and James Scoroposki; and
Amendment No. 1 dated as of December 8, 1996 between the Company and James Scoroposki (incorporated
by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended
August 31, 1996)
+10.5 Service Agreement effective January 1, 1998 between Acclaim Entertainment Limited and Rodney Cousens
(incorporated by reference to Exhibit 10.3 to the Company's Annual Report on From 10-K for the year
ended August 31, 1999)
+10.6 Employment Agreement dated as of August 11, 2000 between the Company and Gerard F. Agoglia
(incorporated by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K for the year
ended August 31, 2000)
+10.7 Employment Agreement dated as of October 2, 2000 between the Company and John Ma (incorporated by
reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed November 29, 2001)
+10.8 Amendment No. 3, dated August 1, 2000, to the Employment Agreement between the Company and Gregory
E. Fischbach, dated as of September 1, 1994 (incorporated by reference to Exhibit 10.12 to the
Company's Quarterly Report on Form 10-Q for the period ended December 2, 2000)
50
+10.9 Amendment No. 3, dated August 1, 2000, to the Employment Agreement between the Company and James
Scoroposki, dated as of September 1, 1994 (incorporated by reference to Exhibit 10.12 to the
Company's Quarterly Report on Form 10-Q for the period ended December 2, 2000)
10.10 Revolving Credit and Security Agreement dated as of January 1, 1993 between the Company, Acclaim
Distribution Inc., LJN Toys, Ltd., Acclaim Entertainment Canada, Ltd. and Arena Entertainment Inc.,
as borrowers, and BNY Financial Corporation ("BNY"), as lender, as amended and restated on February
28, 1995 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the period ended February 28, 1995), as further amended and modified by (i) the Amendment and
Waiver dated November 8, 1996, (ii) the Amendment dated November 15, 1996, (iii) the Blocked Account
Agreement dated November 14, 1996, (iv) Letter Agreement dated December 13, 1996, and (v) Letter
Agreement dated February 24, 1997 (each incorporated by reference to Exhibit 10.4 to the Company's
Report on Form 8-K filed on March 14, 1997)
10.11 Restated and Amended Factoring Agreement dated as of February 28, 1995 between the Company and BNY
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
period ended February 28, 1995), as further amended and modified by the Amendment to Factoring
Agreements dated February 24, 1997 between the Company and BNY (incorporated by reference to Exhibit
10.5 to the Company's Report on Form 8-K filed on March 14, 1997)
10.12 Form of Participation Agreement between GMAC Commercial Credit LLC ("GMAC") formerly known as BNY
Factoring, LLC, as successor by merger to BNY Financial Corporation, and certain junior participants
(incorporated by reference to Exhibit 1 to the Company's Quarterly Report on Form 10-Q for the
period ended February 28, 1998)
10.13 Note and Common Stock Purchase Agreement dated March 30, 2001 between the Company and Triton Capital
Management, Ltd. (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement
on Form S-3 filed on April 16, 2001 (Commission File No. 333-59048))
10.14 Note and Common Stock Purchase Agreement dated March 30, 2001 between the Company and JMG
Convertible Investments, L.P. (incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-3 filed on April 16, 2001 (Commission File No. 333-59048))
10.15 Note and Common Stock Purchase Agreement dated April 10, 2001 between the Company and Alexandra
Global Investment Fund I, Ltd. (incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-3 filed on April 16, 2001 (Commission File No. 333-59048))
10.16 Note Purchase Agreement dated June 14, 2001 between the Company and Alexandra Global Investment
Fund, Ltd. (incorporated by reference to Exhibit 10.4 to Amendment No. 2 to the Company's
Registration Statement on Form S-3 filed on August 8, 2001 (Commission File No.: 333-59048))
10.17 Form of Share Purchase Agreement between the Company and certain purchasers relating to the 2001
Private Placement (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement
on Form S-3 filed on September 26, 2001 (Commission File No.: 333-70226))
51
10.18 Form of Registration Rights Agreement between the Company and certain purchasers relating to the
2001 Private Placement (incorporated by reference to Exhibit 4.3 to the Company's Registration
Statement on Form S-3 filed on September 26, 2001 (Commission File No.: 333-70226))
*10.19 License Agreement dated as of December 14, 1994 between the Company and Sony Computer Entertainment
of America (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K
filed on December 17, 1996)
**10.20 Licensed Publisher Agreement dated as of April 1, 2000 between the Company and Sony Computer
Entertainment America (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed on August 14, 2001)
**10.21 Licensed Publisher Agreement dated as of November 14, 2000 by and between the Company and Sony
Computer Entertainment (Europe) Limited. (incorporated by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K/A filed on November 28, 2001)
*10.22 Confidential License Agreement for Nintendo's 64 Video Game System (Western Hemisphere) between
Nintendo of America Inc. and the Company, effective as of February 20, 1997 (incorporated by
reference to Exhibit 1 to the Company's Quarterly Report on Form 10-Q for the period ended February
28, 1998)
**10.23 Confidential License Agreement for Game Boy Advance (Western Hemisphere) between Nintendo of
America Inc. and the Company, effective July 11, 2001. (incorporated by reference to Exhibit 10.23 to
the Company's Annual Report on Form 10-K filed November 29, 2001)
**10.24 Xbox Publisher License Agreement dated as of October 10, 2000 between the Company and Microsoft
Corporation (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K
filed November 29, 2001)
21 Subsidiaries of Registrant
23.1 Consent of Independent Auditors - KPMG LLP (filed herewith)
* Confidential treatment has been granted with respect to certain portions of
this exhibit, which have been omitted therefrom and have been separately filed
with the Commission.
** Confidential treatment has been requested with respect to certain portions
of this exhibit, which have been omitted therefrom and have been separately
filed with the Commission.
+ Management contract or compensatory plan or arrangement.
52
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ACCLAIM ENTERTAINMENT, INC.
By: /S/ GERARD F. AGOGLIA December 7, 2001
------------------------------------
Gerard F. Agoglia
Executive Vice President and
Chief Financial Officer
(principal financial and accounting
officer)
53
SCHEDULE II
ACCLAIM ENTERTAINMENT, INC.
AND SUBSIDIARIES
ALLOWANCE FOR RETURNS AND PRICE CONCESSIONS
(IN THOUSANDS OF DOLLARS)
PROVISIONS
BALANCE AT FOR RETURNS RETURNS AND
BEGINNING OF AND PRICE PRICE BALANCE AT
PERIOD PERIOD CONCESSIONS CONCESSIONS END OF PERIOD
- ------ ------------ --------------- ---------- --------------
Year ended August 31, 1999.............................. $ 51,848 $ 73,739 $ 62,933 $ 62,654*
Year ended August 31, 2000.............................. $ 62,654 $ 90,248 $ 85,585 $ 67,317*
Year ended August 31, 2001.............................. $ 67,317 $ 6,399 $ 47,633 $ 26,083*
- -------------------
* As of August 31, 1999, 2000 and 2001, $23,040, $28,234 and $5,887 were
included in accrued sales allowances.
54