Q2 Non-GAAP EPS of $0.34 Exceeds Guidance Company Increases Revenue and Non-GAAP EPS Guidance for Fiscal 2010
NEW YORK, Jun 08, 2010 (BUSINESS WIRE) --Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today announced
financial results for its second quarter ended April 30, 2010.
Net revenue for the second fiscal quarter was $268.0 million, an
increase of approximately 54% compared to $174.3 million for the same
quarter of fiscal 2009. Second quarter fiscal 2010 sales were driven by
the launches of BioShock(R) 2, Grand Theft Auto: Episodes from Liberty
City on the PS3 and PC, and Major League Baseball(R) 2K10,
along with continuing strong sales of catalog titles including NBA(R)
2K10 and Grand Theft Auto IV.
Income from continuing operations for the second quarter was $16.9
million or $0.20 per share, compared to a loss from continuing
operations of $10.4 million or $0.13 per share in the second quarter of
fiscal 2009.
The second quarter 2010 results from continuing operations included $7.1
million in stock-based compensation expense ($0.07 per share); $4.9
million in non-cash interest and non-cash tax expense ($0.05 per share);
$3.6 million of non-cash loss on sale of subsidiary ($0.04 per share);
$1.2 million in business reorganization costs ($0.01 per share); and
$1.9 million primarily for insurance reimbursements for settlements and
professional fees related to unusual legal matters ($0.02 per share).
Results from continuing operations for the second quarter of 2009
included $5.3 million in stock-based compensation expense ($0.07 per
share); and $1.8 million in professional fees and expenses related to
unusual matters ($0.02 per share).
Non-GAAP income from continuing operations was $31.9 million or $0.34
per diluted share in the second quarter of fiscal 2010, compared to a
non-GAAP loss from continuing operations of $3.2 million or $0.04 per
share in the second quarter of 2009. (Please refer to Non-GAAP Financial
Measures and reconciliation tables included later in this release for
additional information and details on non-GAAP items.)
For the six months ended April 30, 2010, net revenue was $431.2 million,
compared to $323.6 million for the same period a year ago. Loss from
continuing operations for the first half of fiscal 2010 was $16.9
million or $0.22 per share, compared to loss from continuing operations
of $64.3 million or $0.84 for the 2009 period. Results from continuing
operations for the first six months of fiscal 2010 included $13.6
million in stock-based compensation expense ($0.16 per share); $7.2
million in non-cash interest and non-cash tax expense ($0.09 per share);
$3.6 million of non-cash loss on sale of subsidiary ($0.04 per share);
$1.2 million in expenses related to business reorganization costs ($0.01
per share); and $1.2 million primarily for insurance reimbursements for
settlements and professional fees related to unusual legal matters
($0.01 per share). Results from continuing operations for the first six
months of fiscal 2009 included $11.5 million in stock-based compensation
expense ($0.15 per share); and $6.7 million in professional fees and
expenses related to unusual matters ($0.09 per share).
Non-GAAP income from continuing operations was $7.5 million or $0.09 per
share in the first six months of 2010, compared to non-GAAP loss from
continuing operations of $46.1 million or $0.60 per share in the
comparable period of 2009. (Please refer to Non-GAAP Financial Measures
and reconciliation information included later in this release.)
Product Milestones
-
Rockstar Games launched Red Dead Redemption on May 18 in the
Company's third fiscal quarter. The title has sold in over 5 million
units to date and has been a commercial and critical success, with a
near-perfect score of 95* from Metacritic.com.
- Grand Theft Auto IV from Rockstar Games has sold over 17
million units globally.
Product Highlights
-
2K Games announced that Mafia(R) II for the Xbox 360, PlayStation
3 and Windows PC is planned for release on August 24, 2010 in North
America and on August 27, 2010 internationally.
-
2K Games released Sid Meier's Civilization(R) Revolution(TM) as a
launch title for the Apple iPad.
-
2K Play today announced New Carnival Games(R) for Wii and DS, the
newest entry in its hit franchise that has sold over 6 million units.
The title is planned for release this fall. The original Carnival
Games title is the #3 selling third-party title of all time on the
Wii according to The NPD Group**.
-
2K Play announced a number of new Nickelodeon products, including
titles based on the popular Dora the Explorer and Go, Diego,
Go! television series.
-
2K Games announced that XCOM(R), the re-imagining of one of
gaming's most storied and beloved franchises, is currently in
development at 2K Marin exclusively for the Xbox 360 and Windows PC.
Financial Guidance
Take-Two is providing initial guidance for the third quarter ending July
31, 2010 and fourth quarter ending October 31, 2010, and is increasing
its guidance for the fiscal year ending October 31, 2010 to reflect the
successful launch of Red Dead Redemption and the Company's better
than expected second quarter results.
- L.A. Noire, Mafia II and Sid Meier's Civilization V are
planned for releasein the fourth quarter of fiscal 2010; and
-
The launch of Max Payne 3 has been moved out of fiscal 2010.
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Third quarter
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Fourth quarter |
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Fiscal year |
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ending 7/31/2010
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ending 10/31/2010 |
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ending 10/31/2010 |
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Revenue |
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$250 to $300 million
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$200 to $250 million
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$880 to $980 million
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Non-GAAP EPS from
continuing operations
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$(0.10) to $(0.20)
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$(0.10) to $(0.20)
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$(0.10) to $(0.30)
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Stock-based compensation expense per
share (a)
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$0.15
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$0.07
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$0.39
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Non-cash interest expense related to convertible
debt (b)
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$0.02
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$0.02
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$0.09
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Business restructuring costs, non-cash loss on sale
of subsidiary, and expenses related to unusual
legal matters
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$0.01
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$0.01
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$0.07
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Non-cash tax expense |
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$0.01
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$0.01
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$0.06
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(a)
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The Company's stock-based compensation expense for the third and
fourth quarters and fiscal year 2010 includes the cost of
approximately 2 million stock options and 1.5 million shares
previously issued to ZelnickMedia that are subject to variable
accounting. Actual expense to be recorded in connection with these
options and shares is dependent upon several factors, including
future changes in Take-Two's stock price.
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(b)
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The Company adopted a new accounting standard in the first quarter
of fiscal 2010 that requires convertible debt to be bifurcated
into debt and equity components. As a result of the new standard,
the Company has begun to record non-cash interest expense on its
convertible notes, in addition to the interest expense already
recorded for coupon payments.
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Key assumptions and dependencies underlying the Company's guidance
include continued consumer acceptance of the Xbox 360, PlayStation 3 and
Wii; the ability to develop and publish products that capture market
share for these current generation systems while continuing to leverage
opportunities on certain prior generation platforms; the timely delivery
of the titles detailed in this release; as well as no significant
changes in foreign exchange rates.
Product Releases
The following titles shipped in the second quarter of fiscal 2010:
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Title |
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Platform |
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BioShock 2 |
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Xbox 360, PS3, PC
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BioShock 2: Rapture Metro Pack (DLC) |
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Xbox 360, PS3, PC
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BioShock 2: Sinclair Solutions Tester Pack (DLC) |
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Xbox 360, PS3, PC
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Borderlands: The Secret Armory of General Knoxx (DLC) |
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Xbox 360, PS3, PC
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Grand Theft Auto: Episodes from Liberty City |
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PS3, Games for Windows(R)-LIVE
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Grand Theft Auto: The Lost and Damned (DLC) |
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PlayStation(R)Network, Games for Windows-LIVE
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Grand Theft Auto: The Ballad of Gay Tony (DLC) |
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PlayStation(R)Network, Games for Windows-LIVE
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Major League Baseball(R) 2K10 |
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Xbox 360, PS3, PS2, PSP, Wii, DS, PC
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Sid Meier's Civilization Revolution |
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iPad
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The following titles shipped to date in the third quarter of fiscal 2010:
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Title |
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Platform |
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Red Dead Redemption |
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Xbox 360, PS3
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Take-Two's lineup of key titles announced to date for the remainder of
fiscal 2010 includes:
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Title |
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Platform |
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L.A. Noire |
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Xbox 360, PS3
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Mafia(R) II |
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Xbox 360, PS3, PC
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NBA(R) 2K11 |
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TBA
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NHL(R) 2K11 |
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Wii
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New Carnival Games |
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Wii, DS
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Sid Meier's Civilization(R) V |
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PC
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Management Comment
Strauss Zelnick, Chairman of Take-Two, stated, "Our better than expected
second quarter results reflect the solid performance of our triple-A
titles and continued strength of our catalog business. The successful
worldwide launch of Red Dead Redemption reflects the unparalleled
creative talent that is a distinguishing strength of Take-Two, and the
title has set new benchmarks for quality and innovation. We are
incredibly proud of our creative teams and their success in delivering
some of the best interactive entertainment experiences. We have raised
our outlook for 2010 to reflect these achievements."
Ben Feder, Chief Executive Officer of Take-Two, commented, "The
successful diversification of our portfolio and the ability to leverage
our proven franchises has enabled Take-Two to strengthen its position as
an industry leader. Our core business continues to gain momentum, and
Rockstar's Red Dead Redemption is proving to be a hit. We'll
continue to build upon this success in the second half of our fiscal
year with the release of several titles from our proven franchises,
including Mafia II, Sid Meier's Civilization V, NBA 2K11
and New Carnival Games."
Conference Call
Take-Two will host a conference call today at 4:30 p.m. Eastern Time to
review these results and discuss other topics. The call can be accessed
by dialing (877) 407-0984 or (201) 689-8577. A live listen-only webcast
of the call will be available by visiting http://ir.take2games.com
and a replay will be available following the call at the same location.
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with U.S.
generally accepted accounting principles (GAAP), the Company uses
non-GAAP measures of financial performance that exclude certain
non-recurring or non-cash items. Non-GAAP gross profit, income (loss)
from continuing operations, net income (loss) and earnings (loss) per
share are measures that exclude certain non-recurring or non-cash items
and should be considered in addition to results prepared in accordance
with GAAP. They are not intended to be considered in isolation from, as
a substitute for, or superior to, GAAP results. These non-GAAP financial
measures may be different from similarly titled measures used by other
companies.
The non-GAAP measures exclude the following items from the Company's
statements of operations:
-
Stock-based compensation;
-
Business reorganization, restructuring and related expenses;
-
Gain (loss) on sale of subsidiaries;
-
Professional fees and expenses associated with unusual legal and other
matters;
-
Non-cash interest expense related to convertible debt; and
-
Non-cash tax expense for the impact of deferred tax liabilities
associated with tax deductible amortization of goodwill and the impact
of the cancellation of stock options.
In addition, the Company may consider whether other significant
non-recurring items that arise in the future should also be excluded
from the non-GAAP financial measures it uses.
The Company believes that these non-GAAP financial measures, when taken
into consideration with the corresponding GAAP financial measures, are
important in gaining an understanding of the Company's ongoing business.
These non-GAAP financial measures also provide for comparative results
from period to period. Therefore, the Company believes it is appropriate
to exclude certain items as follows:
Stock-based compensation
The Company does not consider stock-based compensation charges when
evaluating business performance and management does not contemplate
stock-based compensation expense in its short and long-term operating
plans. The Company places greater emphasis on stockholder dilution than
accounting charges when assessing the impact of stock-based equity
awards.
Business reorganization, restructuring and related expenses
From time to time, the Company may engage in business reorganization and
restructuring activities, which may result in costs related to
severance, asset write-offs and associated professional fees. The
Company does not engage in reorganization activities on a regular basis
and therefore believes it is appropriate to exclude business
reorganization, restructuring and related expenses from its non-GAAP
financial measures.
Gain (loss) on sale of subsidiaries
The Company recognized a non-cash loss on the sale of a subsidiary in
the second quarter of fiscal 2010. The Company does not engage in sales
of subsidiaries on a regular basis and therefore believes it is
appropriate to exclude such gains (losses) from its non-GAAP financial
measures.
Professional fees and expenses associated with unusual legal and
other matters
The Company has incurred significant legal and other professional fees
associated with both the investigation of its historical stock option
granting practices and the Company's responses to related governmental
inquiries and civil lawsuits. One of management's primary objectives is
to bring conclusion to its outstanding legal matters. The Company
continues to incur expenses for professional fees and has accrued for
legal settlements that are outside its ordinary course of business. As a
result, the Company has excluded such expenses from its non-GAAP
financial measures.
Non-cash interest expense related to convertible debt
The Company adopted a new accounting standard in the first quarter of
fiscal 2010 that requires convertible debt to be bifurcated into debt
and equity components. As a result of the new standard, the Company has
begun to record non-cash interest expense on its convertible notes, in
addition to the interest expense already recorded for coupon payments.
The Company excludes the non-cash portion of the interest expense from
its non-GAAP financial measures because these amounts are unrelated to
its ongoing business operations.
Non-cash tax expense for the impact of deferred tax liabilities
associated with tax deductible amortization of goodwill and the impact
of the cancellation of stock options
The Company recorded non-cash tax expense for the impact of deferred tax
liabilities associated with tax deductible amortization of goodwill and
the impact of the cancellation of stock options. Due to the nature of
the adjustment as well as the expectation that it will not have any cash
impact in the foreseeable future, the Company believes it is appropriate
to exclude this expense from its non-GAAP financial measures.
EBITDA and Adjusted EBITDA
Earnings (loss) before interest, taxes, depreciation and amortization
("EBITDA") is a financial measure not calculated and presented in
accordance with U.S. GAAP. Management uses EBITDA adjusted for business
reorganization and related expenses ("Adjusted EBITDA"), among other
measures, in evaluating the performance of the Company's business units.
Adjusted EBITDA is also a significant component of the Company's
incentive compensation plans. Adjusted EBITDA should not be considered
in isolation from, or as a substitute for, net income/(loss) prepared in
accordance with GAAP.
Reclassifications
Certain prior year amounts have been reclassified to conform to current
year presentation.
*According to Metacritic.com as of 6/7/10.
**According to The NPD Group estimates of U.S. retail video game
sales of Wii titles through April 2010.
About Take-Two Interactive Software
Headquartered in New York City, Take-Two Interactive Software, Inc. is a
global developer, marketer and publisher of interactive entertainment
software games for the PC, PlayStation(R)3 and PlayStation(R)2 computer
entertainment systems, PSP(R) (PlayStation(R)Portable) system, Xbox 360(R)
video game and entertainment system from Microsoft, Wii(TM), Nintendo DS(TM),
iPhone(TM), iPod(R) touch and iPad. The Company publishes and develops
products through its wholly owned labels Rockstar Games and 2K, which
publishes its titles under 2K Games, 2K Sports and 2K Play. The
Company's common stock is publicly traded on NASDAQ under the symbol
TTWO. For more corporate and product information please visit our
website at www.take2games.com.
All trademarks and copyrights contained herein are the property of their
respective holders.
Cautionary Note Regarding Forward-Looking Statements
The statements contained herein which are not historical facts are
considered forward-looking statements under federal securities laws and
may be identified by words such as "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "potential," "predicts,"
"projects," "seeks," "will," or words of similar meaning and include,
but are not limited to, statements regarding the outlook for the
Company's future business and financial performance. Such
forward-looking statements are based on the current beliefs of our
management as well as assumptions made by and information currently
available to them, which are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict. Actual
outcomes and results may vary materially from these forward-looking
statements based on a variety of risks and uncertainties including: our
dependence on key management and product development personnel, our
dependence on our Grand Theft Auto products and our ability to develop
other hit titles for current generation platforms, the timely release
and significant market acceptance of our games, the ability to maintain
acceptable pricing levels on our games, our ability to raise capital if
needed and risks associated with international operations. Other
important factors and information are contained in the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 2009, in the
section entitled "Risk Factors," as updated in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended January 31, 2010, and
the Company's other periodic filings with the SEC, which can be accessed
at www.take2games.com.
All forward-looking statements are qualified by these cautionary
statements and apply only as of the date they are made. The Company
undertakes no obligation to update any forward-looking statement,
whether as a result of new information, future events or otherwise.
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
(in thousands, except per share amounts) |
|
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Three months ended April 30, |
|
Six months ended April 30, |
|
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2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
|
|
(as adjusted)(1) |
|
|
|
(as adjusted)(1) |
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
|
$ |
268,002 |
|
|
$
|
174,250
|
|
|
$ |
431,240 |
|
|
$
|
323,601
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold:
|
|
|
|
|
|
|
|
|
|
Product costs
|
|
|
|
77,225 |
|
|
|
57,270
|
|
|
|
130,304 |
|
|
|
109,033
|
|
Software development costs and royalties
|
|
|
|
40,509 |
|
|
|
28,012
|
|
|
|
77,839 |
|
|
|
51,313
|
|
Internal royalties
|
|
|
|
13,240 |
|
|
|
9,659
|
|
|
|
15,358 |
|
|
|
30,131
|
|
Licenses
|
|
|
|
25,805 |
|
|
|
14,936
|
|
|
|
33,636 |
|
|
|
22,117
|
|
Total cost of goods sold
|
|
|
|
156,779 |
|
|
|
109,877
|
|
|
|
257,137 |
|
|
|
212,594
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
111,223 |
|
|
|
64,373
|
|
|
|
174,103 |
|
|
|
111,007
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
|
|
|
|
43,476 |
|
|
|
29,572
|
|
|
|
84,570 |
|
|
|
68,243
|
|
General and administrative
|
|
|
|
24,569 |
|
|
|
29,897
|
|
|
|
53,264 |
|
|
|
68,352
|
|
Research and development
|
|
|
|
12,908 |
|
|
|
14,759
|
|
|
|
28,363 |
|
|
|
35,702
|
|
Depreciation and amortization
|
|
|
|
3,632 |
|
|
|
4,497
|
|
|
|
7,791 |
|
|
|
9,279
|
|
Total operating expenses
|
|
|
|
84,585 |
|
|
|
78,725
|
|
|
|
173,988 |
|
|
|
181,576
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|
Income (loss) from operations
|
|
|
|
26,638 |
|
|
|
(14,352
|
)
|
|
|
115 |
|
|
|
(70,569
|
)
|
Interest and other, net
|
|
|
|
(7,764 |
) |
|
|
(1,513
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)
|
|
|
(12,577 |
) |
|
|
875
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
18,874 |
|
|
|
(15,865
|
)
|
|
|
(12,462 |
) |
|
|
(69,694
|
)
|
Provision (benefit) for income taxes
|
|
|
|
1,958 |
|
|
|
(5,454
|
)
|
|
|
4,444 |
|
|
|
(5,435
|
)
|
Income (loss) from continuing operations
|
|
|
|
16,916 |
|
|
|
(10,411
|
)
|
|
|
(16,906 |
) |
|
|
(64,259
|
)
|
Income (loss) from discontinued operations, net of taxes
|
|
|
|
(158 |
) |
|
|
331
|
|
|
|
(210 |
) |
|
|
3,791
|
|
Net income (loss)
|
|
|
$ |
16,758 |
|
|
$
|
(10,080
|
)
|
|
$ |
(17,116 |
) |
|
$
|
(60,468
|
)
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
$ |
0.20 |
|
|
$
|
(0.13
|
)
|
|
$ |
(0.22 |
) |
|
$
|
(0.84
|
)
|
Discontinued operations
|
|
|
|
0.00 |
|
|
|
0.00
|
|
|
|
0.00 |
|
|
|
0.05
|
|
Basic earnings (loss) per share
|
|
|
$ |
0.20 |
|
|
$
|
(0.13
|
)
|
|
$ |
(0.22 |
) |
|
$
|
(0.79
|
)
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
$ |
0.20 |
|
|
$
|
(0.13
|
)
|
|
$ |
(0.22 |
) |
|
$
|
(0.84
|
)
|
Discontinued operations
|
|
|
|
0.00 |
|
|
|
0.00
|
|
|
|
0.00 |
|
|
|
0.05
|
|
Diluted earnings (loss) per share
|
|
|
$ |
0.20 |
|
|
$
|
(0.13
|
)
|
|
$ |
(0.22 |
) |
|
$
|
(0.79
|
)
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: (2) |
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
85,176 |
|
|
|
76,587
|
|
|
|
78,518 |
|
|
|
76,341
|
|
Diluted
|
|
|
|
85,176 |
|
|
|
76,587
|
|
|
|
78,518 |
|
|
|
76,341
|
|
|
|
|
|
|
|
|
|
|
|
(1) As adjusted to reflect the sale of Jack of All Games which was
completed in February 2010.
|
|
|
|
(2) Basic and diluted include participating shares of 6,371 for the
three months ended April 30, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
Six months ended April 30, |
OTHER INFORMATION
|
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
|
|
|
|
|
|
|
Geographic revenue mix
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
|
64
|
%
|
|
|
69
|
%
|
|
|
68
|
%
|
|
|
64
|
%
|
International
|
|
|
|
36
|
%
|
|
|
31
|
%
|
|
|
32
|
%
|
|
|
36
|
%
|
|
|
|
|
|
|
|
|
|
|
Platform revenue mix
|
|
|
|
|
|
|
|
|
|
Microsoft Xbox 360
|
|
|
|
42
|
%
|
|
|
45
|
%
|
|
|
42
|
%
|
|
|
33
|
%
|
Sony PlayStation 3
|
|
|
|
34
|
%
|
|
|
11
|
%
|
|
|
28
|
%
|
|
|
13
|
%
|
PC
|
|
|
|
11
|
%
|
|
|
6
|
%
|
|
|
10
|
%
|
|
|
14
|
%
|
Nintendo Wii
|
|
|
|
4
|
%
|
|
|
11
|
%
|
|
|
8
|
%
|
|
|
15
|
%
|
Sony PSP
|
|
|
|
3
|
%
|
|
|
6
|
%
|
|
|
4
|
%
|
|
|
7
|
%
|
Sony PlayStation 2
|
|
|
|
3
|
%
|
|
|
7
|
%
|
|
|
4
|
%
|
|
|
8
|
%
|
Nintendo DS
|
|
|
|
3
|
%
|
|
|
14
|
%
|
|
|
4
|
%
|
|
|
10
|
%
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES |
CONDENSED CONSOLIDATED BALANCE SHEETS |
(in thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
April 30, |
|
|
October 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
ASSETS |
|
|
(unaudited) |
|
|
(as adjusted)(1) |
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$ |
180,516 |
|
|
|
$
|
102,083
|
|
Accounts receivable, net of allowances of $54,798 and $37,191 at
April 30, 2010
|
|
|
|
|
|
|
and October 31, 2009, respectively
|
|
|
|
39,295 |
|
|
|
|
181,065
|
|
Inventory
|
|
|
|
24,761 |
|
|
|
|
26,687
|
|
Software development costs and licenses
|
|
|
|
205,798 |
|
|
|
|
167,341
|
|
Prepaid taxes and taxes receivable
|
|
|
|
8,385 |
|
|
|
|
8,814
|
|
Prepaid expenses and other
|
|
|
|
55,509 |
|
|
|
|
47,473
|
|
Assets of discontinued operations
|
|
|
|
2,939 |
|
|
|
|
95,104
|
|
Total current assets
|
|
|
|
517,203 |
|
|
|
|
628,567
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
|
|
23,123 |
|
|
|
|
27,049
|
|
Software development costs and licenses, net of current portion
|
|
|
|
58,228 |
|
|
|
|
75,521
|
|
Goodwill
|
|
|
|
216,295 |
|
|
|
|
220,881
|
|
Other intangibles, net
|
|
|
|
22,582 |
|
|
|
|
23,224
|
|
Other assets
|
|
|
|
28,822 |
|
|
|
|
31,886
|
|
Total assets
|
|
|
$ |
866,253 |
|
|
|
$
|
1,007,128
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Accounts payable
|
|
|
$ |
34,939 |
|
|
|
$
|
114,379
|
|
Accrued expenses and other current liabilities
|
|
|
|
167,071 |
|
|
|
|
172,784
|
|
Deferred revenue
|
|
|
|
13,125 |
|
|
|
|
6,334
|
|
Liabilities of discontinued operations
|
|
|
|
5,652 |
|
|
|
|
60,796
|
|
Total current liabilities
|
|
|
|
220,787 |
|
|
|
|
354,293
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
|
100,443 |
|
|
|
|
97,063
|
|
Income taxes payable
|
|
|
|
7,977 |
|
|
|
|
10,146
|
|
Total liabilities
|
|
|
|
329,207 |
|
|
|
|
461,502
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
Preferred stock, $.01 par value, 5,000 shares authorized
|
|
|
|
- |
|
|
|
|
-
|
|
Common stock, $.01 par value, 150,000 shares authorized; 83,979 and
81,925 shares
|
|
|
|
|
|
|
issued and outstanding at April 30, 2010 and October 31, 2009,
respectively
|
|
|
|
840 |
|
|
|
|
819
|
|
Additional paid-in capital
|
|
|
|
677,774 |
|
|
|
|
658,794
|
|
Accumulated deficit
|
|
|
|
(139,295 |
) |
|
|
|
(122,179
|
)
|
Accumulated other comprehensive income (loss)
|
|
|
|
(2,273 |
) |
|
|
|
8,192
|
|
Total stockholders' equity
|
|
|
|
537,046 |
|
|
|
|
545,626
|
|
Total liabilities and stockholders' equity
|
|
|
$ |
866,253 |
|
|
|
$
|
1,007,128
|
|
|
|
|
|
|
|
|
(1) As adjusted to reflect the following items:
|
|
|
|
|
|
|
- the sale of Jack of All Games which was completed in February 2010;
|
|
|
|
|
|
|
- the retroactive adoption of new convertible debt accounting
guidance; and
|
|
|
|
|
|
|
- the reclassification of certain prior year amounts to conform to
current year presentation for comparative purposes.
|
|
|
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
(in thousands) |
|
|
|
|
|
|
|
|
|
Six months ended April 30, |
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
(as adjusted)(1) |
Operating activities: |
|
|
|
|
|
|
|
Net loss
|
|
|
$ |
(17,116 |
) |
|
|
$
|
(60,468
|
)
|
|
Adjustments to reconcile net loss to net cash provided by (used for)
operating activities:
|
|
|
|
|
Amortization and impairment of software development costs and
licenses
|
|
|
|
55,209 |
|
|
|
|
46,800
|
|
|
Depreciation and amortization
|
|
|
|
7,791 |
|
|
|
|
9,279
|
|
|
Loss (income) from discontinued operations
|
|
|
|
210 |
|
|
|
|
(3,791
|
)
|
|
Amortization and impairment of intellectual property
|
|
|
|
59 |
|
|
|
|
419
|
|
|
Stock-based compensation
|
|
|
|
13,560 |
|
|
|
|
11,500
|
|
|
Loss on sale of subsidiary
|
|
|
|
3,646 |
|
|
|
|
-
|
|
|
Deferred income taxes
|
|
|
|
(4 |
) |
|
|
|
(144
|
)
|
|
Gain on sale of discontinued operations, net of taxes
|
|
|
|
(1,407 |
) |
|
|
|
-
|
|
|
Other, net
|
|
|
|
5,256 |
|
|
|
|
(3,551
|
)
|
|
Changes in assets and liabilities, net of effect from purchases of
businesses:
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
|
141,770 |
|
|
|
|
73,328
|
|
|
Inventory
|
|
|
|
1,611 |
|
|
|
|
13,767
|
|
|
Software development costs and licenses
|
|
|
|
(75,906 |
) |
|
|
|
(68,514
|
)
|
|
Prepaid expenses, other current and other non-current assets
|
|
|
|
(9,159 |
) |
|
|
|
4,444
|
|
|
Deferred revenue
|
|
|
|
6,791 |
|
|
|
|
(30,354
|
)
|
|
Accounts payable, accrued expenses, income taxes payable and other
liabilities
|
|
|
|
(92,291 |
) |
|
|
|
(98,573
|
)
|
|
Net cash provided by discontinued operations
|
|
|
|
968 |
|
|
|
|
13,114
|
|
|
Net cash provided by (used for) operating activities
|
|
|
|
40,988 |
|
|
|
|
(92,744
|
)
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
|
(3,743 |
) |
|
|
|
(5,567
|
)
|
|
Cash received from sale of subsidiary
|
|
|
|
2,768 |
|
|
|
|
-
|
|
|
Net cash provided by sale of discontinued operations
|
|
|
|
37,250 |
|
|
|
|
-
|
|
|
Payments in connection with business combinations, net of cash
acquired
|
|
|
|
- |
|
|
|
|
(500
|
)
|
|
Net cash provided by (used for) investing activities
|
|
|
|
36,275 |
|
|
|
|
(6,067
|
)
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
Proceeds from exercise of employee stock options
|
|
|
|
- |
|
|
|
|
4
|
|
|
Net cash provided by financing activities
|
|
|
|
- |
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rates on cash and cash equivalents
|
|
|
|
1,170 |
|
|
|
|
(1,854
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
78,433 |
|
|
|
|
(100,661
|
)
|
|
Cash and cash equivalents, beginning of year
|
|
|
|
102,083 |
|
|
|
|
280,277
|
|
|
Cash and cash equivalents, end of period
|
|
|
$ |
180,516 |
|
|
|
$
|
179,616
|
|
|
|
|
|
|
|
|
|
(1) As adjusted to reflect the following items:
|
|
|
|
|
|
|
- the sale of Jack of All Games which was completed in February
2010;
|
|
|
|
|
|
|
- the retroactive adoption of new convertible debt accounting
guidance; and
|
|
|
|
|
|
|
- the reclassification of certain prior year amounts to conform to
current year presentation for comparative purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
(in thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Reconciling Items |
|
|
|
|
|
|
|
Three months
|
|
|
Sale of subsidiary
|
|
|
Professional
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
|
|
Non-GAAP three
|
|
|
|
|
ended April 30,
|
|
|
and discontinued
|
|
|
fees and
|
|
|
Stock-based
|
|
|
Non-cash
|
|
|
Non-cash
|
|
|
reorganization
|
|
|
months ended April 30,
|
|
|
|
|
2010
|
|
|
operations
|
|
|
legal matters
|
|
|
compensation
|
|
|
interest expense
|
|
|
tax expense
|
|
|
and related
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
|
$
|
268,002
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
|
$
|
268,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product costs
|
|
|
|
77,225
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
77,225
|
|
Software development costs and royalties
|
|
|
|
40,509
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(1,249
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
39,260
|
|
Internal royalties
|
|
|
|
13,240
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
13,240
|
|
Licenses
|
|
|
|
25,805
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
25,805
|
|
Total cost of goods sold
|
|
|
|
156,779
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(1,249
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
155,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
111,223
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
1,249
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
112,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
|
|
|
|
43,476
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(1,251
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(173
|
)
|
|
|
|
42,052
|
|
General and administrative
|
|
|
|
24,569
|
|
|
|
|
-
|
|
|
|
1,861
|
|
|
|
|
(3,943
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(1,048
|
)
|
|
|
|
21,439
|
|
Research and development
|
|
|
|
12,908
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(680
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
12,228
|
|
Depreciation and amortization
|
|
|
|
3,632
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
3,632
|
|
Total operating expenses
|
|
|
|
84,585
|
|
|
|
|
-
|
|
|
|
1,861
|
|
|
|
|
(5,874
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(1,221
|
)
|
|
|
|
79,351
|
|
Income (loss) from operations
|
|
|
|
26,638
|
|
|
|
|
-
|
|
|
|
(1,861
|
)
|
|
|
|
7,123
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
1,221
|
|
|
|
|
33,121
|
|
Interest and other, net
|
|
|
|
(7,764
|
)
|
|
|
|
3,646
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
1,717
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(2,401
|
)
|
Income (loss) from continuing operations before income taxes
|
|
|
|
18,874
|
|
|
|
|
3,646
|
|
|
|
(1,861
|
)
|
|
|
|
7,123
|
|
|
|
|
1,717
|
|
|
|
-
|
|
|
|
|
1,221
|
|
|
|
|
30,720
|
|
Provision (benefit) for income taxes
|
|
|
|
1,958
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
(3,181
|
)
|
|
|
|
|
|
|
(1,223
|
)
|
Income (loss) from continuing operations
|
|
|
|
16,916
|
|
|
|
|
3,646
|
|
|
|
(1,861
|
)
|
|
|
|
7,123
|
|
|
|
|
1,717
|
|
|
|
3,181
|
|
|
|
|
1,221
|
|
|
|
|
31,943
|
|
Income (loss) from discontinued operations, net of taxes
|
|
|
|
(158
|
)
|
|
|
|
158
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
Net income (loss)
|
|
|
$
|
16,758
|
|
|
|
$
|
3,804
|
|
|
$
|
(1,861
|
)
|
|
|
$
|
7,123
|
|
|
|
$
|
1,717
|
|
|
$
|
3,181
|
|
|
|
$
|
1,221
|
|
|
|
$
|
31,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
|
$
|
0.20
|
|
|
|
$
|
0.04
|
|
|
$
|
(0.02
|
)
|
|
|
$
|
0.08
|
|
|
|
$
|
0.02
|
|
|
$
|
0.04
|
|
|
|
$
|
0.01
|
|
|
|
$
|
0.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
|
|
$
|
0.20
|
|
|
|
$
|
0.04
|
|
|
$
|
(0.02
|
)
|
|
|
$
|
0.07
|
|
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
|
$
|
0.01
|
|
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
85,176
|
|
|
|
|
85,176
|
|
|
|
85,176
|
|
|
|
|
85,176
|
|
|
|
|
85,176
|
|
|
|
85,176
|
|
|
|
|
85,176
|
|
|
|
|
85,176
|
|
Diluted
|
|
|
|
85,176
|
|
|
|
|
98,103
|
|
|
|
98,103
|
|
|
|
|
98,103
|
|
|
|
|
98,103
|
|
|
|
98,103
|
|
|
|
|
98,103
|
|
|
|
|
98,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
$
|
18,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
30,720
|
|
Interest
|
|
|
|
3,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,117
|
|
Depreciation and amortization
|
|
|
|
3,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,632
|
|
EBITDA |
|
|
$
|
26,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
36,469
|
|
Add: Business reorganization and related
|
|
|
|
1,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Adjusted EBITDA |
|
|
$
|
27,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
36,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Earnings (loss) per share may not add due to rounding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Basic and diluted include participating shares of 6,371. |
|
|
|
|
|
|
|
|
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
(in thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Reconciling Items |
|
|
|
|
|
Three months
|
|
|
|
|
|
Professional
|
|
|
|
|
|
Non-GAAP three
|
|
|
ended April 30,
|
|
|
Discontinued
|
|
|
fees and
|
|
|
Stock-based
|
|
|
months ended April 30,
|
|
|
2009
|
|
|
operations
|
|
|
legal matters
|
|
|
compensation
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
174,250
|
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
|
$
|
174,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product costs
|
|
|
57,270
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
57,270
|
|
Software development costs and royalties
|
|
|
28,012
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(1,876
|
)
|
|
|
|
26,136
|
|
Internal royalties
|
|
|
9,659
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
9,659
|
|
Licenses
|
|
|
14,936
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
14,936
|
|
Total cost of goods sold
|
|
|
109,877
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(1,876
|
)
|
|
|
|
108,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
64,373
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
1,876
|
|
|
|
|
66,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
|
|
|
29,572
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(423
|
)
|
|
|
|
29,149
|
|
General and administrative
|
|
|
29,897
|
|
|
|
|
-
|
|
|
|
|
(1,846
|
)
|
|
|
|
(2,555
|
)
|
|
|
|
25,496
|
|
Research and development
|
|
|
14,759
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(462
|
)
|
|
|
|
14,297
|
|
Depreciation and amortization
|
|
|
4,497
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
4,497
|
|
Total operating expenses
|
|
|
78,725
|
|
|
|
|
-
|
|
|
|
|
(1,846
|
)
|
|
|
|
(3,440
|
)
|
|
|
|
73,439
|
|
Income (loss) from operations
|
|
|
(14,352
|
)
|
|
|
|
-
|
|
|
|
|
1,846
|
|
|
|
|
5,316
|
|
|
|
|
(7,190
|
)
|
Interest and other, net
|
|
|
(1,513
|
)
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(1,513
|
)
|
Income (loss) from continuing operations before income taxes
|
|
|
(15,865
|
)
|
|
|
|
-
|
|
|
|
|
1,846
|
|
|
|
|
5,316
|
|
|
|
|
(8,703
|
)
|
Provision (benefit) for income taxes
|
|
|
(5,454
|
)
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(5,454
|
)
|
Income (loss) from continuing operations
|
|
|
(10,411
|
)
|
|
|
|
-
|
|
|
|
|
1,846
|
|
|
|
|
5,316
|
|
|
|
|
(3,249
|
)
|
Income (loss) from discontinued operations, net of taxes
|
|
|
331
|
|
|
|
|
(331
|
)
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
Net income (loss)
|
|
$
|
(10,080
|
)
|
|
|
$
|
(331
|
)
|
|
|
$
|
1,846
|
|
|
|
$
|
5,316
|
|
|
|
$
|
(3,249
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$
|
(0.13
|
)
|
|
|
$
|
(0.00
|
)
|
|
|
$
|
0.02
|
|
|
|
$
|
0.07
|
|
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
|
$
|
(0.13
|
)
|
|
|
$
|
(0.00
|
)
|
|
|
$
|
0.02
|
|
|
|
$
|
0.07
|
|
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
76,587
|
|
|
|
|
76,587
|
|
|
|
|
76,587
|
|
|
|
|
76,587
|
|
|
|
|
76,587
|
|
Diluted
|
|
|
76,587
|
|
|
|
|
76,587
|
|
|
|
|
76,587
|
|
|
|
|
76,587
|
|
|
|
|
76,587
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
$
|
(15,865
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(8,703
|
)
|
Interest
|
|
|
1,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,427
|
|
Depreciation and amortization
|
|
|
4,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,497
|
|
EBITDA |
|
$
|
(9,941
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(2,779
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Earnings (loss) per share may not add due to rounding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
(in thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Reconciling Items |
|
|
|
|
|
|
|
Six months
|
|
|
Sale of subsidiary
|
|
|
Professional
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
|
|
Non-GAAP six
|
|
|
|
|
ended April 30,
|
|
|
and discontinued
|
|
|
fees and
|
|
|
Stock-based
|
|
|
Non-cash
|
|
|
Non-cash
|
|
|
reorganization
|
|
|
months ended April 30,
|
|
|
|
|
2010
|
|
|
operations
|
|
|
legal matters
|
|
|
compensation
|
|
|
interest expense
|
|
|
tax expense
|
|
|
and related
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
|
$
|
431,240
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
$
|
431,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product costs
|
|
|
|
130,304
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
130,304
|
|
|
Software development costs and royalties
|
|
|
|
77,839
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(2,919
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
74,920
|
|
|
Internal royalties
|
|
|
|
15,358
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
15,358
|
|
|
Licenses
|
|
|
|
33,636
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
33,636
|
|
|
Total cost of goods sold
|
|
|
|
257,137
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(2,919
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
254,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
174,103
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2,919
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
177,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
|
|
|
|
84,570
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(1,967
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(173
|
)
|
|
|
|
82,430
|
|
|
General and administrative
|
|
|
|
53,264
|
|
|
|
|
-
|
|
|
|
1,179
|
|
|
|
|
(6,550
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(1,048
|
)
|
|
|
|
46,845
|
|
|
Research and development
|
|
|
|
28,363
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(2,124
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
26,239
|
|
|
Depreciation and amortization
|
|
|
|
7,791
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
7,791
|
|
|
Total operating expenses
|
|
|
|
173,988
|
|
|
|
|
-
|
|
|
|
1,179
|
|
|
|
|
(10,641
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(1,221
|
)
|
|
|
|
163,305
|
|
|
Income (loss) from operations
|
|
|
|
115
|
|
|
|
|
-
|
|
|
|
(1,179
|
)
|
|
|
|
13,560
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
1,221
|
|
|
|
|
13,717
|
|
|
Interest and other, net
|
|
|
|
(12,577
|
)
|
|
|
|
3,646
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
3,380
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(5,551
|
)
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
(12,462
|
)
|
|
|
|
3,646
|
|
|
|
(1,179
|
)
|
|
|
|
13,560
|
|
|
|
|
3,380
|
|
|
|
-
|
|
|
|
|
1,221
|
|
|
|
|
8,166
|
|
|
Provision (benefit) for income taxes
|
|
|
|
4,444
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
(3,826
|
)
|
|
|
|
-
|
|
|
|
|
618
|
|
|
Income (loss) from continuing operations
|
|
|
|
(16,906
|
)
|
|
|
|
3,646
|
|
|
|
(1,179
|
)
|
|
|
|
13,560
|
|
|
|
|
3,380
|
|
|
|
3,826
|
|
|
|
|
1,221
|
|
|
|
|
7,548
|
|
|
Income (loss) from discontinued operations, net of taxes
|
|
|
|
(210
|
)
|
|
|
|
210
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
Net income (loss)
|
|
|
$
|
(17,116
|
)
|
|
|
$
|
3,856
|
|
|
$
|
(1,179
|
)
|
|
|
$
|
13,560
|
|
|
|
$
|
3,380
|
|
|
$
|
3,826
|
|
|
|
$
|
1,221
|
|
|
|
$
|
7,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
|
$
|
(0.22
|
)
|
|
|
$
|
0.05
|
|
|
$
|
(0.01
|
)
|
|
|
$
|
0.16
|
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
|
$
|
0.01
|
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
|
|
$
|
(0.22
|
)
|
|
|
$
|
0.05
|
|
|
$
|
(0.01
|
)
|
|
|
$
|
0.16
|
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
|
$
|
0.01
|
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
78,518
|
|
|
|
|
84,573
|
|
|
|
84,573
|
|
|
|
|
84,573
|
|
|
|
|
84,573
|
|
|
|
84,573
|
|
|
|
|
84,573
|
|
|
|
|
84,573
|
|
|
Diluted
|
|
|
|
78,518
|
|
|
|
|
84,573
|
|
|
|
84,573
|
|
|
|
|
84,573
|
|
|
|
|
84,573
|
|
|
|
84,573
|
|
|
|
|
84,573
|
|
|
|
|
84,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
$
|
(12,462
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,166
|
|
|
Interest
|
|
|
|
7,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,363
|
|
|
Depreciation and amortization
|
|
|
|
7,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,791
|
|
|
EBITDA |
|
|
$
|
3,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,320
|
|
|
Add: Business reorganization and related
|
|
|
|
1,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Adjusted EBITDA |
|
|
$
|
4,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Earnings (loss) per share may not add due to rounding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Basic and diluted include participating shares of 6,055. |
|
|
|
|
|
|
|
|
|
|
|
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
(in thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Reconciling Items |
|
|
|
|
|
Six months
|
|
|
|
|
|
Professional
|
|
|
|
|
|
Non-GAAP six
|
|
|
ended April 30,
|
|
|
Discontinued
|
|
|
fees and
|
|
|
Stock-based
|
|
|
months ended April 30,
|
|
|
2009
|
|
|
operations
|
|
|
legal matters
|
|
|
compensation
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
323,601
|
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
|
$
|
323,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product costs
|
|
|
109,033
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
109,033
|
|
Software development costs and royalties
|
|
|
51,313
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(3,049
|
)
|
|
|
|
48,264
|
|
Internal royalties
|
|
|
30,131
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
30,131
|
|
Licenses
|
|
|
22,117
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
22,117
|
|
Total cost of goods sold
|
|
|
212,594
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(3,049
|
)
|
|
|
|
209,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
111,007
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
3,049
|
|
|
|
|
114,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
|
|
|
68,243
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(916
|
)
|
|
|
|
67,327
|
|
General and administrative
|
|
|
68,352
|
|
|
|
|
-
|
|
|
|
|
(6,706
|
)
|
|
|
|
(5,947
|
)
|
|
|
|
55,699
|
|
Research and development
|
|
|
35,702
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(1,588
|
)
|
|
|
|
34,114
|
|
Depreciation and amortization
|
|
|
9,279
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
9,279
|
|
Total operating expenses
|
|
|
181,576
|
|
|
|
|
-
|
|
|
|
|
(6,706
|
)
|
|
|
|
(8,451
|
)
|
|
|
|
166,419
|
|
Income (loss) from operations
|
|
|
(70,569
|
)
|
|
|
|
-
|
|
|
|
|
6,706
|
|
|
|
|
11,500
|
|
|
|
|
(52,363
|
)
|
Interest and other, net
|
|
|
875
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
875
|
|
Income (loss) from continuing operations before income taxes
|
|
|
(69,694
|
)
|
|
|
|
-
|
|
|
|
|
6,706
|
|
|
|
|
11,500
|
|
|
|
|
(51,488
|
)
|
Provision (benefit) for income taxes
|
|
|
(5,435
|
)
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(5,435
|
)
|
Income (loss) from continuing operations
|
|
|
(64,259
|
)
|
|
|
|
-
|
|
|
|
|
6,706
|
|
|
|
|
11,500
|
|
|
|
|
(46,053
|
)
|
Income (loss) from discontinued operations, net of taxes
|
|
|
3,791
|
|
|
|
|
(3,791
|
)
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
Net income (loss)
|
|
$
|
(60,468
|
)
|
|
|
$
|
(3,791
|
)
|
|
|
$
|
6,706
|
|
|
|
$
|
11,500
|
|
|
|
$
|
(46,053
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$
|
(0.79
|
)
|
|
|
$
|
(0.05
|
)
|
|
|
$
|
0.09
|
|
|
|
$
|
0.15
|
|
|
|
$
|
(0.60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
|
$
|
(0.79
|
)
|
|
|
$
|
(0.05
|
)
|
|
|
$
|
0.09
|
|
|
|
$
|
0.15
|
|
|
|
$
|
(0.60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
76,341
|
|
|
|
|
76,341
|
|
|
|
|
76,341
|
|
|
|
|
76,341
|
|
|
|
|
76,341
|
|
Diluted
|
|
|
76,341
|
|
|
|
|
76,341
|
|
|
|
|
76,341
|
|
|
|
|
76,341
|
|
|
|
|
76,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
$
|
(69,694
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(51,488
|
)
|
Interest
|
|
|
2,971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,971
|
|
Depreciation and amortization
|
|
|
9,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,279
|
|
EBITDA |
|
$
|
(57,444
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(39,238
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Earnings (loss) per share may not add due to rounding |
|
|
|
|
|
|
SOURCE: Take-Two Interactive Software, Inc.
Take-Two Interactive Software, Inc. Corporate Press/Investor Relations: Meg Maise, 646-536-2932 meg.maise@take2games.com
|