Non-GAAP Net Revenue Grew to $767.7 Million
Non-GAAP Net Income Increased to $1.70 Per Diluted Share
Increases Financial Outlook for Fiscal Year 2014
NEW YORK--(BUSINESS WIRE)--Feb. 3, 2014--
Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today reported strong
financial results for fiscal third quarter 2014, ended December 31,
2013. In addition, the Company increased its financial outlook for
fiscal year 2014, ending March 31, 2014, and provided its initial
financial outlook for fiscal fourth quarter 2014, ending March 31, 2014.
GAAP Financial Results
For fiscal third quarter 2014, GAAP net revenue increased to $1.86
billion, as compared to $415.8 million for fiscal third quarter 2013.
GAAP net income from continuing operations was $578.4 million, or $4.69
per diluted share, as compared to $70.9 million, or $0.66 per diluted
share, for the year-ago period. As of December 31, 2013, the Company had
cash and cash equivalents of $972.2 million.
Non-GAAP Financial Results
For fiscal third quarter 2014, Non-GAAP net revenue grew to $767.7
million, as compared to $405.0 million for the year-ago period. Non-GAAP
net income increased to $210.7 million, or $1.70 per diluted share, as
compared to $78.8 million, or $0.67 per diluted share, for the year-ago
period.
The largest contributors to net revenue in fiscal third quarter 2014
were Grand Theft Auto V®, NBA® 2K14, and WWE® 2K14.
Non-GAAP net revenue from digitally-delivered content grew 42%
year-over-year to $132.8 million, driven by the Grand Theft Auto
series, the NBA 2K franchise, and offerings for Borderlands® 2
and BioShock® Infinite. Catalog sales accounted for $113.0
million of Non-GAAP net revenue led by offerings for Borderlands 2,
the Grand Theft Auto series, XCOM®: Enemy Unknown, BioShock
Infinite, and Sid Meier’s Civilization® V.
Management Comments
“Take-Two’s business continued to outperform expectations significantly
during the fiscal third quarter,” said Strauss Zelnick, Chairman and CEO
of Take-Two. “Our results were driven by robust holiday demand for Grand
Theft Auto V, the franchise record-breaking launch of NBA 2K14,
the successful release of WWE 2K14, and strong growth in
digitally-delivered revenues led by Grand Theft Auto Online.
Take-Two was the top video game publisher of 2013, according to the NPD
Group, underscoring our positive momentum over the past year.
“As a result of our third quarter performance, we have once again raised
our revenue and earnings outlook for fiscal 2014, which is poised to be
a record year for Take-Two. Looking ahead, we firmly expect to deliver
Non-GAAP earnings in fiscal 2015 and every year for the foreseeable
future. This confidence is based on our development pipeline of
groundbreaking new intellectual properties and offerings from our proven
franchises, which bear the hallmark of our commitment to provide the
highest quality entertainment experiences.”
Business and Product Highlights
Since October 1, 2013:
-
Take-Two finished as the top video game publisher of 2013.*
-
Take-Two deployed $276.8 million to repurchase 16.24 million shares of
its common stock, including 12.02 million shares repurchased from the
Icahn Group.
Rockstar Games:
-
Launched Grand Theft Auto Online, the dynamic and persistent
online game, which is free with every copy of Grand Theft Auto V.
-
Grand Theft Auto V finished as the best-selling video game of
2013.* To date, Grand Theft Auto V has sold-in more than 32.5
million units.
-
Released Grand Theft Auto: San Andreas for select iOS, Android,
Amazon Kindle and Windows Phone devices.
2K:
-
Launched NBA 2K14, which is the fastest-selling release in the
history of our top-selling and top-rated NBA video game simulation
franchise** that has sold-in nearly 35 million units to date.
Developed by Visual Concepts, NBA 2K14 has already sold-in more
than 5 million units and is Take-Two’s first offering for the
PlayStation®4 computer entertainment system and Xbox One, the
all-in-one games and entertainment system from Microsoft. The title is
also available for the Xbox 360, PS3 and PC.
-
Launched WWE 2K14 for the Xbox 360 and PS3. Developed by Yukes, WWE
2K14 is being supported with downloadable add-on content,
including a Season Pass.
-
Released the Borderlands 2 Game of the Year Edition for the
Xbox 360, PS3 and PC. Borderlands 2 is now the highest-selling
title in 2K’s history with more than 8.5 million units sold-in to date.
-
Released XCOM: Enemy Within, the expanded experience of Firaxis
Games’ “Game of the Year” award-winning strategy title, XCOM: Enemy
Unknown, for the Xbox 360, PS3, PC and Mac.
-
Announced that Evolve is planned for launch on the Xbox One,
PS4 and PC in fall 2014. Developed by Turtle Rock Studios, the
renowned creators of Left 4 Dead, Evolve™ is an all-new
shooter that blends cooperative and competitive multiplayer
experiences.
* According to The NPD Group’s Retail Tracking Service.
** According to 2008-2013 Metacritic.com and The NPD Group estimates
of U.S. retail video game sales through December 2013.
Financial Outlook for Fiscal 2014
Take-Two is increasing its financial outlook for fiscal year 2014
primarily to reflect its strong fiscal third quarter results and lower
share count due to its repurchase of 16.24 million shares in November,
2013. In addition, the Company is providing its initial financial
outlook for its fiscal fourth quarter ending March 31, 2014 as follows:
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Fourth Quarter
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Fiscal Year
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Ending 3/31/2014 (2)
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Ending 3/31/2014 (2)
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Non-GAAP Net Revenue
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$170 to $200 Million
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$2.35 to $2.38 Billion
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Non-GAAP net income per diluted share
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$0.00 to $0.10
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$4.15 to $4.25
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Net effect from deferral in net revenues and related cost of
goods sold
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$0.10
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$0.21
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Stock-based compensation expense per share (1)
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$0.09
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$0.56
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Business reorganization, restructuring and related expenses
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$0.02
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$0.03
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Non-cash amortization of discount on convertible notes per
share
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$0.04
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$0.20
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Loss on extinguishment of debt
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$0.00
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$0.07
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Gain on convertible note hedge and warrants, net
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$0.00
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($0.04)
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Non-cash tax expense per share
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$0.00
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$0.02
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1)
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The Company's stock-based compensation expense for the periods
above includes the cost of approximately 1.9 million restricted
shares previously granted to ZelnickMedia that are subject to
variable accounting. Actual expense to be recorded in connection
with these shares is dependent upon several factors, including
future changes in Take-Two's stock price.
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2)
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In connection with the redemption of the Company’s 4.375% Notes,
the weighted average fully diluted share count used to calculate
all Non-GAAP per share amounts includes the 12.93 million shares
underlying the 4.375% Notes through June 12, 2013 (notice of
redemption date) and the 3.2 million shares ultimately issued upon
conversion of the 4.375% Notes subsequent to June 12, 2013.
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Key assumptions and dependencies underlying the Company’s financial
outlook include: the timely delivery of the titles included in this
financial outlook; the ability to develop and publish products that
capture market share for video game and computer entertainment systems;
and stable foreign exchange rates. See also “Cautionary Note Regarding
Forward Looking Statements” below.
Product Releases
The following titles were released since October 1, 2013:
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Label
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Title
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Platforms
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Release Date
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Rockstar Games
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Grand Theft Auto Online
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Xbox 360, PS3
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October 1, 2013
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2K
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NBA 2K14
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Xbox 360, PS3, PC, iOS, Android
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October 1, 2013*
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2K
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Borderlands 2 Game of the Year Edition
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Xbox 360, PS3, PC
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October 8, 2013*
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2K
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The Bureau: XCOM Declassified Hanger 6 R&D (DLC)
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Xbox 360
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October 8, 2013
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2K
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XCOM: Enemy Unknown for iOS Multiplayer Update
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iOS
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October 10, 2013
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2K
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NBA 2K14 Superfan Pack
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Xbox 360, PS3
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October 15, 2013
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2K
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Sid Meier’s Civilization V: Scrambled Continents (DLC)
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PC
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October 17, 2013
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2K
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Borderlands 2: Headhunter 1: TK Baha’s Bloody Harvest (DLC)
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Xbox 360, PS3, PC
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October 22, 2013
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2K
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Holiday Bundle: Spec Ops® : The Line, Mafia II & Borderlands 2
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Xbox 360, PS3
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October 22, 2013
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2K
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Holiday Bundle: BioShock, Borderlands 2 & XCOM: Enemy Unknown
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Xbox 360, PS3
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October 22, 2013
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2K
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Holiday Bundle: BioShock 2, The Darkness II™ & Mafia II
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Xbox 360, PS3
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October 22, 2013
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2K
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Holiday Bundle: XCOM: Enemy Unknown & Sid Meier’s Civilization V
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PC
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October 22, 2013
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2K
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WWE 2K14
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Xbox 360, PS3
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October 29, 2013*
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2K
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MyNBA 2K14
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iOS, Google Play, Android
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November 1, 2013
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2K
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Sid Meier's Ace Patrol: Pacific Skies
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PC (Steam exclusive)
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November 5, 2013
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2K
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Sid Meier’s Civilization V: Scrambled Nations (DLC)
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PC
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November 5, 2013
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2K
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Sid Meier's Ace Patrol: Pacific Skies
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iOS
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November 7, 2013
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2K
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BioShock Infinite: Burial at Sea – Episode 1 (DLC)
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Xbox 360, PS3, PC
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November 12, 2013
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2K
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XCOM: Enemy Within
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Xbox 360, PS3, PC, Mac
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November 12, 2013*
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2K
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WWE 2K14: nWo Pack (DLC)
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Xbox 360, PS3
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November 12, 2013
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2K
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NBA 2K14
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PS4
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November 15, 2013
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2K
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NBA 2K14
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Xbox One
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November 19, 2013
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2K
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Borderlands 2: Headhunter 2: Wattle Gobbler (DLC)
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Xbox 360, PS3, PC
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November 26, 2013
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2K
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WWE 2K14: WWE Superstars and Moves Pack (DLC)
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Xbox 360, PS3
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December 3, 2013
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Rockstar Games
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Grand Theft Auto: San Andreas
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iOS
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December 12, 2013
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2K
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Sensei Wars©
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iOS, Google Play, Android
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December 12, 2013
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2K
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Borderlands 2: Headhunter 3: How Marcus Saved Mercenary Day
(DLC)
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Xbox 360, PS3, PC, Mac
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December 17, 2013
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Rockstar Games
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Grand Theft Auto: San Andreas
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Android, Kindle
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December 20, 2013
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2K
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WWE 2K14: WWE Legends and Creations Pack (DLC)
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Xbox 360, PS3
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January 7, 2014
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Rockstar Games
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Grand Theft Auto: San Andreas
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Windows Phone
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January 27, 2014
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*North American release date; international release date
typically follows three days after.
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Take-Two's lineup of future titles announced to date includes:
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Label
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Title
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Platforms
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Release Date
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2K
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Sid Meier’s Civilization V: The Complete Edition
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PC
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February 4, 2014
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2K
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Borderlands 2 & Dishonored™ Bundle
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Xbox 360, PS3 , PC
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February 11, 2014
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2K
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The Elder Scrolls® V: Skyrim & BioShock Infinite Bundle
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Xbox 360, PS3 , PC
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February 11, 2014
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2K
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XCOM: Enemy Unknown: The Complete Edition
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PC
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March 4, 2014
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2K
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BioShock Infinite: Burial at Sea – Episode 2 (DLC)
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Xbox 360, PS3, PC
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TBA
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2K
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Evolve
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Xbox One, PS4, PC
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Fall 2014
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2K
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NBA 2K15
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TBA
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Fiscal 2015
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2K
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WWE 2K15
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TBA
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Fiscal 2015
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Conference Call
Take-Two will host a conference call today at 4:30 p.m. Eastern Time to
review these results and discuss other topics. The call can be accessed
by dialing (877) 407-0984 or (201) 689-8577. A live listen-only webcast
of the call will be available by visiting http://ir.take2games.com
and a replay will be available following the call at the same location.
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with U.S.
generally accepted accounting principles (GAAP), the Company uses
Non-GAAP measures of financial performance. The Company believes that
these Non-GAAP financial measures, when taken into consideration with
the corresponding GAAP financial measures, are important in gaining an
understanding of the Company’s ongoing business. These Non-GAAP
financial measures also provide for comparative results from period to
period. Therefore, the Company believes it is appropriate to exclude the
impact of certain items as follows:
-
Net effect from deferral in net revenues and related cost of goods
sold - the Company defers revenue and related costs from the sale
of certain titles that have undelivered elements upon the sale of the
game and recognizes that revenue upon the delivery of the undelivered
elements. As there is no impact to the Company’s operating cash flow,
management excludes the impact of deferred net revenue and related
costs from its Non-GAAP financial measures when evaluating the
Company's operating performance, when planning, forecasting and
analyzing future periods, and when assessing the performance of its
management team. In addition, we believe that these Non-GAAP financial
measures provide a more timely indication of trends in our business,
provide comparability with the way our business is measured by
analysts, and provide consistency with industry data sources.
-
Stock-based compensation – the Company does not consider
stock-based compensation charges when evaluating business performance
and management does not contemplate stock-based compensation expense
in its short- and long-term operating plans. As a result, the Company
has excluded such expenses from its Non-GAAP financial measures.
-
Business reorganization, restructuring and related expenses –
although the Company has incurred business reorganization expenses in
the past, each charge relates to a discrete event based on a unique
set of business objectives. Management does not believe these charges
reflect the Company's primary business, ongoing operating results or
future outlook. As such, the Company believes it is appropriate to
exclude these expenses and related charges from its Non-GAAP financial
measures.
-
Non-cash amortization of discount on convertible notes – the
Company records non-cash amortization of discount on convertible notes
as interest expense in addition to the interest expense already
recorded for coupon payments. The Company excludes the non-cash
portion of the interest expense from its Non-GAAP financial measures
because these amounts are unrelated to its ongoing business operations.
-
Loss on extinguishment of debt – the Company recorded a loss on
extinguishment of debt as a result of settling its 4.375% Convertible
Notes in August 2013. The Company excludes the impact of such
transactions when evaluating the Company’s operating performance.
Management does not believe this loss reflects the Company's primary
business, ongoing operating results or future outlook. As such, the
Company believes it is appropriate to exclude this loss from its
Non-GAAP financial measures.
-
Gain on convertible note hedge and warrants, net – the Company
entered into unwind agreements with respect to its convertible note
hedge and warrant transactions. As a result of the unwind agreements,
these transactions were accounted for as derivatives whereby gains and
losses resulting from changes in the fair value were reported in gain
on convertible note hedge and warrants, net. The Company excludes the
impact of such transactions when evaluating the Company’s operating
performance. Management does not believe these gains and losses
reflect the Company's primary business, ongoing operating results or
future outlook. As such, the Company believes it is appropriate to
exclude these gains and losses from its Non-GAAP financial measures.
-
Non-cash tax expense for the impact of deferred tax liabilities
associated with tax deductible amortization of goodwill – due to
the nature of the adjustment as well as the expectation that it will
not have any cash impact in the foreseeable future, the Company
believes it is appropriate to exclude this expense from its Non-GAAP
financial measures.
-
Income (loss) from discontinued operations – the Company does
not engage in sales of subsidiaries on a regular basis and therefore
believes it is appropriate to exclude such gains (losses) from its
Non-GAAP financial measures. As the Company is no longer active in its
discontinued operations, it believes it is appropriate to exclude
income (losses) thereon from its Non-GAAP financial measures.
These Non-GAAP financial measures are not intended to be considered in
isolation from, as a substitute for, or superior to, GAAP results. These
Non-GAAP financial measures may be different from similarly titled
measures used by other companies.
About Take-Two Interactive Software
Headquartered in New York City, Take-Two Interactive Software, Inc. is a
leading developer, marketer and publisher of interactive entertainment
for consumers around the globe. The Company develops and publishes
products through its two wholly-owned labels Rockstar Games and 2K. Our
products are designed for console systems, handheld gaming systems and
personal computers, including smartphones and tablets, and are delivered
through physical retail, digital download, online platforms and cloud
streaming services. The Company’s common stock is publicly traded on
NASDAQ under the symbol TTWO. For more corporate and product information
please visit our website at http://www.take2games.com.
All trademarks and copyrights contained herein are the property of their
respective holders.
Cautionary Note Regarding Forward-Looking Statements
The statements contained herein which are not historical facts are
considered forward-looking statements under federal securities laws and
may be identified by words such as "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "potential," "predicts,"
"projects," "seeks," "will," or words of similar meaning and include,
but are not limited to, statements regarding the outlook for the
Company's future business and financial performance. Such
forward-looking statements are based on the current beliefs of our
management as well as assumptions made by and information currently
available to them, which are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict. Actual
outcomes and results may vary materially from these forward-looking
statements based on a variety of risks and uncertainties including: our
dependence on key management and product development personnel, our
dependence on our Grand Theft Auto products and our ability to develop
other hit titles for current and next-generation platforms, the timely
release and significant market acceptance of our games, the ability to
maintain acceptable pricing levels on our games, our ability to raise
capital if needed and risks associated with international operations.
Other important factors and information are contained in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2013, in
the section entitled "Risk Factors," the Company’s Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2013, 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.
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TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
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(in thousands, except per share amounts)
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Three months ended December 31,
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Nine months ended December 31,
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2013
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2012
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2013
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2012
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Net revenue
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$
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1,863,869
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$
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415,773
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$
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2,155,360
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$
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914,996
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Cost of goods sold:
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Internal royalties
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502,169
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7,903
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510,371
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9,261
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Product costs
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374,710
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99,020
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438,839
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|
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244,593
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Software development costs and royalties
|
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200,333
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77,641
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305,151
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260,180
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Licenses
|
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42,522
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31,735
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51,678
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47,483
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Total cost of goods sold
|
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1,119,734
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216,299
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1,306,039
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561,517
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Gross profit
|
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744,135
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199,474
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849,321
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353,479
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Selling and marketing
|
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70,476
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|
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|
60,724
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|
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213,419
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|
|
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205,582
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General and administrative
|
|
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34,718
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|
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32,880
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|
|
110,601
|
|
|
|
|
106,891
|
|
Research and development
|
|
|
|
29,233
|
|
|
|
|
22,369
|
|
|
|
|
76,624
|
|
|
|
|
57,001
|
|
Depreciation and amortization
|
|
|
|
3,413
|
|
|
|
|
2,509
|
|
|
|
|
9,837
|
|
|
|
|
7,828
|
|
Total operating expenses
|
|
|
|
137,840
|
|
|
|
|
118,482
|
|
|
|
|
410,481
|
|
|
|
|
377,302
|
|
Income (loss) from operations
|
|
|
|
606,295
|
|
|
|
|
80,992
|
|
|
|
|
438,840
|
|
|
|
|
(23,823
|
)
|
Interest and other, net
|
|
|
|
(5,949
|
)
|
|
|
|
(8,094
|
)
|
|
|
|
(26,018
|
)
|
|
|
|
(23,562
|
)
|
Loss on extinguishment of debt
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(9,014
|
)
|
|
|
|
-
|
|
Gain on convertible note hedge and warrants, net
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
3,461
|
|
|
|
|
-
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
600,346
|
|
|
|
|
72,898
|
|
|
|
|
407,269
|
|
|
|
|
(47,385
|
)
|
Provision for income taxes
|
|
|
|
21,902
|
|
|
|
|
2,021
|
|
|
|
|
14,804
|
|
|
|
|
4,947
|
|
Income (loss) from continuing operations
|
|
|
|
578,444
|
|
|
|
|
70,877
|
|
|
|
|
392,465
|
|
|
|
|
(52,332
|
)
|
(Loss) income from discontinued operations, net of taxes
|
|
|
|
(18
|
)
|
|
|
|
488
|
|
|
|
|
(73
|
)
|
|
|
|
368
|
|
Net income (loss)
|
|
|
$
|
578,426
|
|
|
|
$
|
71,365
|
|
|
|
$
|
392,392
|
|
|
|
$
|
(51,964
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
$
|
5.88
|
|
|
|
$
|
0.76
|
|
|
|
$
|
4.02
|
|
|
|
$
|
(0.61
|
)
|
Discontinued operations
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
Basic earnings (loss) per share
|
|
|
$
|
5.88
|
|
|
|
$
|
0.76
|
|
|
|
$
|
4.02
|
|
|
|
$
|
(0.61
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
$
|
4.69
|
|
|
|
$
|
0.66
|
|
|
|
$
|
3.29
|
|
|
|
$
|
(0.61
|
)
|
Discontinued operations
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
Diluted earnings (loss) per share (1) |
|
|
$
|
4.69
|
|
|
|
$
|
0.66
|
|
|
|
$
|
3.29
|
|
|
|
$
|
(0.61
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:(2) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
98,290
|
|
|
|
|
93,338
|
|
|
|
|
97,529
|
|
|
|
|
85,382
|
|
Diluted
|
|
|
|
125,042
|
|
|
|
|
119,359
|
|
|
|
|
127,833
|
|
|
|
|
85,382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
For the three months ended December 31, 2013, diluted EPS has
been calculated using the “if-converted” method as a result of the
issuances of the 1.75% Convertible Notes in November 2011 (the
"1.75% Convertible Notes") and 1.00% Convertible Notes in June
2013 (the "1.00% Convertible Notes and together with the 1.75%
Convertible Notes, the "1.75% and 1.00% Convertible
Notes"). The three months ended December 31, 2013 diluted net
income has been adjusted by $7,418 related to interest and debt
issuance costs, net of tax. The shares used for computing
the three months ended December 31, 2013 diluted EPS include
26,455 shares related to the potential dilution from the 1.75% and
1.00% Convertible Notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended December 31, 2012, diluted EPS has
been calculated using the “if-converted” method as a result of the
issuances of the 4.375% Convertible Notes in June 2009 (the
"4.375% Convertible Notes") and the 1.75% Convertible Notes in
November 2011 (the "1.75% Convertible Notes" and together with the
4.375% Convertible Notes, the "4.375% and 1.75%
Convertible Notes") for which diluted net income has been adjusted
by $7,834 related to interest and debt issuance costs, net of tax.
The shares used for computing the three months ended
December 31, 2012 diluted EPS include 26,021 shares related to the
potential dilution from the 4.375% and 1.75% Convertible Notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended December 31, 2013, diluted EPS has been
calculated using the “if-converted” method as a result of the
issuances of the 4.375% Convertible Notes in June 2009 (the
"4.375% Convertible Notes"), the 1.75% Convertible Notes in November
2011 (the "1.75% Convertible Notes") and 1.00% Convertible Notes in
June 2013 (the "1.00% Convertible Notes and together
with the 4.375% Convertible Notes and 1.75% Convertible Notes, the
"Convertible Notes"). For the nine months ended December 31, 2013
diluted net income has been adjusted by $26,221 related to
interest and debt issuance costs, net of tax. In connection with the
redemption of the Company’s 4.375% Convertible Notes, diluted EPS has
been calculated using the weighted average for the 12,927 shares
underlying the 4.375% Convertible Notes through August 30, 2013
(redemption date). Subsequent to August 30, 2013, diluted EPS
has been calculated using the weighted average for the 3,217 shares
ultimately issued upon conversion of Company’s 4.375% Convertible
Notes. The shares used for computing the nine months ended
December 31, 2013, diluted EPS include 29,810 shares related to the
potential dilution from the Convertible Notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The “if-converted” method was not used for the nine months ended
December 31, 2012 as the assumed conversion would have been
anti-dilutive.
|
|
|
|
|
(2)
|
|
For the three and nine months ended December 31, 2013 and the
three months ended December 31, 2012, the diluted shares used in
the computation of EPS include participating shares of 13,230, of
10,559 and of 7,596, respectively.
|
|
|
|
|
|
|
|
|
Three months ended December 31,
|
|
|
Nine months ended December 31,
|
OTHER INFORMATION
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic revenue mix
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
44%
|
|
|
65%
|
|
|
46%
|
|
|
58%
|
International
|
|
|
56%
|
|
|
35%
|
|
|
54%
|
|
|
42%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Platform revenue mix
|
|
|
|
|
|
|
|
|
|
|
|
|
Console
|
|
|
97%
|
|
|
80%
|
|
|
93%
|
|
|
80%
|
PC and other
|
|
|
3%
|
|
|
18%
|
|
|
7%
|
|
|
18%
|
Handheld
|
|
|
0%
|
|
|
2%
|
|
|
0%
|
|
|
2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue by distribution channel:
|
|
|
|
|
|
|
|
|
|
|
|
|
Physical retail and other
|
|
|
93%
|
|
|
78%
|
|
|
87%
|
|
|
80%
|
Digital online
|
|
|
7%
|
|
|
22%
|
|
|
13%
|
|
|
20%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
|
CONSOLIDATED BALANCE SHEETS
|
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
March 31,
|
|
|
|
|
2013
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
(Unaudited)
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
972,170
|
|
|
|
$
|
402,502
|
|
Accounts receivable, net of allowances of $129,422 and $64,081 at
December 31, 2013 and March 31, 2013, respectively
|
|
|
|
189,519
|
|
|
|
|
189,596
|
|
Inventory
|
|
|
|
45,035
|
|
|
|
|
30,218
|
|
Software development costs and licenses
|
|
|
|
92,767
|
|
|
|
|
198,955
|
|
Prepaid expenses and other
|
|
|
|
246,165
|
|
|
|
|
44,881
|
|
Total current assets
|
|
|
|
1,545,656
|
|
|
|
|
866,152
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
|
|
38,768
|
|
|
|
|
25,362
|
|
Software development costs and licenses, net of current portion
|
|
|
|
101,075
|
|
|
|
|
95,241
|
|
Goodwill
|
|
|
|
226,835
|
|
|
|
|
225,992
|
|
Other intangibles, net
|
|
|
|
5,297
|
|
|
|
|
8,827
|
|
Other assets
|
|
|
|
67,720
|
|
|
|
|
56,265
|
|
Total assets
|
|
|
$
|
1,985,351
|
|
|
|
$
|
1,277,839
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
42,850
|
|
|
|
$
|
79,932
|
|
Accrued expenses and other current liabilities
|
|
|
|
598,437
|
|
|
|
|
228,916
|
|
Deferred revenue
|
|
|
|
51,366
|
|
|
|
|
26,919
|
|
Liabilities of discontinued operations
|
|
|
|
827
|
|
|
|
|
1,232
|
|
Total current liabilities
|
|
|
|
693,480
|
|
|
|
|
336,999
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
|
448,737
|
|
|
|
|
335,202
|
|
Other long-term liabilities
|
|
|
|
21,135
|
|
|
|
|
17,087
|
|
Liabilities of discontinued operations, net of current portion
|
|
|
|
-
|
|
|
|
|
556
|
|
Total liabilities
|
|
|
|
1,163,352
|
|
|
|
|
689,844
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
Preferred stock, $.01 par value, 5,000 shares authorized
|
|
|
|
-
|
|
|
|
|
-
|
|
Common stock, $.01 par value, 200,000 shares authorized; 104,787
and 93,743 shares issued and 88,549 and 93,743 outstanding at
December 31, 2013 and March 31, 2013, respectively
|
|
|
|
1,048
|
|
|
|
|
937
|
|
Additional paid-in capital
|
|
|
|
944,010
|
|
|
|
|
832,460
|
|
Retained earnings (accumulated deficit)
|
|
|
|
151,562
|
|
|
|
|
(240,830
|
)
|
Treasury stock, at cost (16,238 common shares at December 31, 2013)
|
|
|
|
(276,836
|
)
|
|
|
|
-
|
|
Accumulated other comprehensive income (loss)
|
|
|
|
2,215
|
|
|
|
|
(4,572
|
)
|
Total stockholders' equity
|
|
|
|
821,999
|
|
|
|
|
587,995
|
|
Total liabilities and stockholders' equity
|
|
|
$
|
1,985,351
|
|
|
|
$
|
1,277,839
|
|
|
|
|
|
|
|
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
|
(in thousands)
|
|
|
|
|
|
|
|
Nine months ended December 31,
|
|
|
|
|
2013
|
|
|
|
2012
|
|
|
|
|
|
|
|
Operating activities:
|
|
|
|
|
|
Net income (loss)
|
|
|
$
|
392,392
|
|
|
$
|
(51,964
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
Amortization and impairment of software development costs and
licenses
|
|
|
|
252,229
|
|
|
|
189,319
|
|
Depreciation and amortization
|
|
|
|
9,837
|
|
|
|
7,828
|
|
Loss (gain) from discontinued operations
|
|
|
|
73
|
|
|
|
(368
|
)
|
Amortization and impairment of intellectual property
|
|
|
|
3,375
|
|
|
|
6,678
|
|
Stock-based compensation
|
|
|
|
57,594
|
|
|
|
22,778
|
|
Deferred income taxes
|
|
|
|
(5,487
|
)
|
|
|
24
|
|
Amortization of discount on Convertible Notes
|
|
|
|
17,507
|
|
|
|
13,971
|
|
Amortization of debt issuance costs
|
|
|
|
1,510
|
|
|
|
1,521
|
|
Loss on extinguishment of debt
|
|
|
|
9,014
|
|
|
|
-
|
|
Gain on convertible note hedge and warrants, net
|
|
|
|
(3,461
|
)
|
|
|
-
|
|
Other, net
|
|
|
|
(414
|
)
|
|
|
735
|
|
Changes in assets and liabilities, net of effect from purchases of
businesses:
|
|
|
|
|
Accounts receivable
|
|
|
|
77
|
|
|
|
(49,206
|
)
|
Inventory
|
|
|
|
(14,817
|
)
|
|
|
(7,210
|
)
|
Software development costs and licenses
|
|
|
|
(151,275
|
)
|
|
|
(150,479
|
)
|
Prepaid expenses, other current and other non-current assets
|
|
|
|
(205,948
|
)
|
|
|
(498
|
)
|
Deferred revenue
|
|
|
|
24,447
|
|
|
|
12,484
|
|
Accounts payable, accrued expenses and other liabilities
|
|
|
|
345,174
|
|
|
|
47,072
|
|
Net cash used in discontinued operations
|
|
|
|
(1,034
|
)
|
|
|
(1,223
|
)
|
Net cash provided by operating activities
|
|
|
|
730,793
|
|
|
|
41,462
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
|
(23,455
|
)
|
|
|
(12,317
|
)
|
Payments in connection with business combinations, net of cash
acquired
|
|
|
|
(1,000
|
)
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
|
(24,455
|
)
|
|
|
(12,317
|
)
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
Repurchase of common stock
|
|
|
|
(276,836
|
)
|
|
|
-
|
|
Proceeds from issuance of 1.00% Convertible Notes
|
|
|
|
283,188
|
|
|
|
-
|
|
Payment for extinguishment of 4.375% Convertible Notes
|
|
|
|
(165,999
|
)
|
|
|
-
|
|
Proceeds from termination of convertible note hedge transactions
|
|
|
|
84,429
|
|
|
|
-
|
|
Payment for termination of convertible note warrant transactions
|
|
|
|
(55,651
|
)
|
|
|
-
|
|
Payment of debt issuance costs for the issuance of 1.00% Convertible
Notes
|
|
|
|
(2,815
|
)
|
|
|
-
|
|
Net cash used in financing activities
|
|
|
|
(133,684
|
)
|
|
|
-
|
|
|
|
|
|
|
|
Effects of foreign exchange rates on cash and cash equivalents
|
|
|
|
(2,986
|
)
|
|
|
(701
|
)
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
|
569,668
|
|
|
|
28,444
|
|
Cash and cash equivalents, beginning of period
|
|
|
|
402,502
|
|
|
|
420,279
|
|
Cash and cash equivalents, end of period
|
|
|
$
|
972,170
|
|
|
$
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448,723
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|
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|
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TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
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RECONCILIATION OF GAAP TO Non-GAAP MEASURES (Unaudited)
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(in thousands, except per share amounts)
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Three months ended December 31,
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Nine months ended December 31,
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2013
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2012
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2013
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2012
|
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Net Revenues
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GAAP Net Revenues
|
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|
$
|
1,863,869
|
|
|
|
$
|
415,773
|
|
|
|
$
|
2,155,360
|
|
|
|
$
|
914,996
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Net effect from deferral in net revenues
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|
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|
(1,096,213
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)
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|
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(10,766
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)
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25,205
|
|
|
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|
4,183
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|
Non-GAAP Net Revenues
|
|
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$
|
767,656
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|
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|
$
|
405,007
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|
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$
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2,180,565
|
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$
|
919,179
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Gross Profit
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GAAP Gross Profit
|
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$
|
744,135
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|
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$
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199,474
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|
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$
|
849,321
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|
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$
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353,479
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Net effect from deferral in net revenues and related cost of goods
sold
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(428,128
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)
|
|
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(6,421
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)
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|
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12,737
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|
|
|
|
3,611
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Stock-based compensation
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|
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27,220
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|
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1,790
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|
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29,176
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|
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8,034
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Non-GAAP Gross Profit
|
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$
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343,227
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$
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194,843
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|
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$
|
891,234
|
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|
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$
|
365,124
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Income from Operations
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GAAP (Income) Loss from Operations
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$
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606,295
|
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$
|
80,992
|
|
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$
|
438,840
|
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$
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(23,823
|
)
|
Net effect from deferral in net revenues and related cost of goods
sold
|
|
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(428,128
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)
|
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(6,421
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)
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12,737
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3,611
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Stock-based compensation
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36,328
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8,681
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57,594
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22,778
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Business reorganization, restructuring and related
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1,718
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|
384
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1,930
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|
758
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Non-GAAP Income from Operations
|
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$
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216,213
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$
|
83,636
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$
|
511,101
|
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|
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$
|
3,324
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Net Income (Loss)
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|
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GAAP Net Income (Loss)
|
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$
|
578,426
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|
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$
|
71,365
|
|
|
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$
|
392,392
|
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$
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(51,964
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)
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Net effect from deferral in net revenues and related cost of goods
sold
|
|
|
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(411,470
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)
|
|
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(6,421
|
)
|
|
|
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12,737
|
|
|
|
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3,611
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Stock-based compensation
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36,328
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|
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8,681
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57,594
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22,778
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Business reorganization, restructuring and related
|
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1,718
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|
384
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1,930
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|
758
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Non-cash amortization of discount on Convertible Notes
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5,211
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4,772
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17,507
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13,971
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Loss on extinguishment of debt
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-
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-
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9,014
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-
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Gain on convertible note hedge and warrants, net
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-
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-
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(3,461
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)
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-
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Non-cash tax expense
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|
481
|
|
|
|
|
482
|
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1,443
|
|
|
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1,438
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Discontinued operations
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18
|
|
|
|
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(488
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)
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73
|
|
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(368
|
)
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Non-GAAP Net Income (Loss)
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$
|
210,712
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$
|
78,775
|
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$
|
489,229
|
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$
|
(9,776
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)
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Diluted Earnings (Loss) Per Share
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GAAP earnings (loss) per share
|
|
|
$
|
4.69
|
|
|
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$
|
0.66
|
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|
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$
|
3.29
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|
|
$
|
(0.61
|
)
|
Non-GAAP earnings (loss) per share (1) |
|
|
$
|
1.70
|
|
|
|
$
|
0.67
|
|
|
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$
|
3.99
|
|
|
|
$
|
(0.11
|
)
|
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Number of diluted shares used in computation
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|
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GAAP
|
|
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125,042
|
|
|
|
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119,359
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|
|
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127,833
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|
|
|
|
85,382
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|
Non-GAAP (2) |
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|
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125,042
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|
|
|
|
119,359
|
|
|
|
|
125,044
|
|
|
|
|
85,382
|
|
|
|
|
|
|
|
|
|
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(1)
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|
For the three months ended December 31, 2013, Non-GAAP diluted
EPS has been calculated using the “if-converted” method as aresult
of the issuances of the 1.75% Convertible Notes in November 2011
(the "1.75% Convertible Notes") and 1.00% Convertible Notes in
June 2013 (the "1.00% Convertible Notes and together with the
1.75% Convertible Notes, the "1.75% and 1.00% Convertible Notes").
The three months ended December 31, 2013 diluted net income has
been adjusted by $2,207 related to coupon interest and debt
issuance costs, net of tax. The shares used for computing
the three months ended December 31, 2013 diluted EPS include
26,455 shares related to the potential dilution from the 1.75% and
1.00% Convertible Notes.
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|
|
|
|
|
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For the three months ended December 31, 2012, Non-GAAP diluted
EPS has been calculated using the “if-converted” method as a
result of the issuances of the 4.375% Convertible Notes in June
2009 (the "4.375% Convertible Notes") and the 1.75% Convertible
Notes in November 2011 (the "1.75% Convertible Notes" and together
with the 4.375% Convertible Notes, the "4.375% and 1.75%
Convertible Notes") for which diluted net income has been adjusted
by $3,062 related to coupon interest and debt issuance costs, net
of tax. The shares used for computing the three months
ended December 31, 2012 diluted EPS include 26,021 shares related
to the potential dilution from the 4.375% and 1.75% Convertible
Notes.
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|
|
|
|
|
|
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|
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For the nine months ended December 31, 2013, Non-GAAP diluted EPS
has been calculated using the “if-converted” method as a result of
the issuances of the 4.375% Convertible Notes in June 2009
(the "4.375% Convertible Notes"), the 1.75% Convertible Notes in
November 2011 (the "1.75% Convertible Notes") and 1.00% Convertible
Notes in June 2013 (the "1.00% Convertible Notes and
together with the 4.375% Convertible Notes and 1.75% Convertible
Notes, the "Convertible Notes"). For the nine months ended December
31, 2013 diluted net income has been adjusted by $8,714
related to coupon interest and debt issuance costs, net of tax. In
connection with the redemption of the Company’s 4.375% Convertible
Notes, Non-GAAP diluted EPS has been calculated using the
weighted average for the 12,927 shares underlying the 4.375%
Convertible Notes through June 12, 2013 (notice of redemption date).
Subsequent to June 12, 2013, Non-GAAP diluted EPS has been
calculated using the weighted average for the 3,217 shares
ultimately issued upon conversion of Company’s 4.375% Convertible
Notes. The shares used for computing the nine months ended
December 31, 2013, Non-GAAP diluted EPS include 26,097 shares
related to the potential dilution from the Convertible Notes.
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
The “if-converted” method was not used for the nine months
ended December 31, 2012 as the assumed conversion would have been
anti-dilutive.
|
|
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|
|
(2)
|
|
For the three and nine months ended December 31, 2013 and the
three months ended December 31, 2012, the diluted shares used in
the computation of Non-GAAP EPS include participating shares of
13,230, of 10,559 and of 7,596, respectively.
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Source: Take-Two Interactive
Take-Two Interactive Software, Inc. Investor Relations: Henry
A. Diamond, 646-536-3005 Senior Vice President Investor
Relations & Corporate Communications Henry.Diamond@take2games.com or Corporate
Press: Alan Lewis, 646-536-2983 Vice President Corporate
Communications & Public Affairs Alan.Lewis@take2games.com
|