Non-GAAP Net Revenue Grew to a Record $1.27 Billion
Non-GAAP Net Income Increased to a Record $2.49 Per Diluted Share
Increases Financial Outlook for Fiscal Year 2014
NEW YORK--(BUSINESS WIRE)--Oct. 29, 2013--
Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today reported strong
financial results for fiscal second quarter 2014, ended September 30,
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 third quarter 2014, ending December 31,
2013.
GAAP Financial Results
GAAP results for fiscal second quarter 2014 exclude net revenue and cost
of goods sold related to sell-in of the Grand Theft Auto V® game
during the fiscal second quarter as Grand Theft Auto Online, a
free game available with every copy of Grand Theft Auto V,
launched during fiscal third quarter 2014. For fiscal second quarter
2014, GAAP net revenue was $148.8 million, as compared to $273.1 million
for fiscal second quarter 2013. GAAP net loss from continuing operations
was $124.1 million, or $1.40 per diluted share, as compared to $12.4
million, or $0.15 per diluted share, for the year-ago period. As of
September 30, 2013, the Company had cash and cash equivalents of $661.9
million.
Non-GAAP Financial Results
For fiscal second quarter 2014, Non-GAAP net revenue, which includes
sell-in of Grand Theft Auto V, grew to $1.27 billion, as compared
to $288.0 million for the year-ago period. Non-GAAP net income increased
to $325.6 million, or $2.49 per diluted share, as compared to $10.2
million, or $0.11 per diluted share, for the year-ago period.
The largest contributor to Non-GAAP net revenue in fiscal second quarter
2014 was Grand Theft Auto V. Catalog sales contributed $118.9
million in net revenue led by Grand Theft Auto IV, and offerings
for Borderlands® 2, Sid Meier’s Civilization® V, NBA®
2K13 and Red Dead Redemption®. Non-GAAP net revenue from
digitally-delivered content grew 85% year-over-year to $105.5 million,
driven by the Grand Theft Auto series (particularly digital sales
of Grand Theft Auto V), and offerings for Borderlands 2, Sid
Meier’s Civilization V and BioShock® Infinite.
Management Comments
“During the fiscal second quarter, we delivered record Non-GAAP results
driven by the unprecedented success of Rockstar Games’ Grand Theft
Auto V,” said Strauss Zelnick, Chairman and CEO of Take-Two. “The
title received stellar reviews, shattered entertainment industry
records, and has already sold-in nearly 29 million units to date. The
extraordinary success of Grand Theft Auto V illustrates the
positive momentum in our business and consumers’ enduring appetite for
the highest-quality interactive entertainment.
“Take-Two has an extensive development pipeline of groundbreaking new
intellectual properties and exciting titles from our proven franchises,
along with digitally-delivered offerings to complement our core
business. We currently have more than ten unique titles planned for
next-generation consoles, including multiple releases slated for fiscal
2015. As a result, I am confident that we will be able to achieve
Non-GAAP profitability in fiscal 2015 and every year for the foreseeable
future.”
Business and Product Highlights
Since July 1, 2013:
Rockstar Games:
-
Launched Grand Theft Auto V worldwide on the PlayStation®3
computer entertainment system and the Xbox 360 games and entertainment
system from Microsoft. The title received extraordinary reviews,
including over 160 perfect scores worldwide, and already has sold-in
nearly 29 million units, exceeding the lifetime sell-in of Grand
Theft Auto IV on console in less than six weeks after launch. We
believe Grand Theft Auto V is the fastest-selling entertainment
release in history*, grossing over $800 million in retail sales during
the first 24 hours after launch and over $1 billion in only three
days. Grand Theft Auto V became available for digital download
through the PlayStation Network on the day of release and became the
biggest release ever on the platform. In addition, the Games on Demand
release of the title on Xbox LIVE became the highest grossing day 1
and week 1 release in the platform’s history.
-
Launched Grand Theft Auto Online, the dynamic and persistent
online game, which is free with every copy of Grand Theft Auto V.
2K:
-
Launched NBA 2K14, the latest installment of our top-selling
and top-rated NBA video game simulation franchise**, on the Xbox 360,
PS3™ and PC. Developed by Visual Concepts, the title features the
video game cover debut of 2013 NBA MVP, LeBron James, and will also be
Take-Two’s first offering for the next-generation consoles coming in
November.
-
Launched WWE 2K14 with cover art featuring WWE superstar Dwayne
“The Rock®” Johnson. Developed by Yukes, WWE 2K14 is available
for the Xbox 360 and PS3, and 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. The title features over $100 of gameplay
content, including the critically acclaimed Borderlands 2,
all of its Season Pass content and more.
-
Released The Bureau: XCOM Declassified™, 2K Marin’s
third-person squad-based tactical shooter that explores the origins of
the clandestine XCOM organization, for the Xbox 360, PS3 and PC. The
title is being supported with downloadable add-on content.
-
Released Sid Meier's Civilization V: Brave New World, the
second expansion pack for the award-winning title, and the Sid
Meier's Civilization V: Scrambled Continents map pack for the PC
and Mac®.
-
Announced that XCOM®: Enemy Within, the expanded experience of
Firaxis Games’ “Game Of the Year” award-winning strategy title, XCOM:
Enemy Unknown, will be available in North America on November 12,
2013 and internationally on November 15, 2013 for Xbox 360, PS3, PC
and Mac.
*Source for previous record for video games: Los Angeles Times, http://articles.latimes.com/2012/dec/05/entertainment/la-et-ct-call-duty-black-ops-billion-20121205.
Source for previous record for feature films: Filmonic.com, http://filmonic.com/international-box-office-the-avengers-becomes-the-fastest-film-to-ever-reach-1-billion.
** According to 2008-2012 Metacritic.com and The NPD Group estimates
of U.S. retail video game sales through September 2013.
Redemption of 4.375% Convertible Senior Notes
Due 2014
In August 2013, Take-Two settled its $138.0 million aggregate principal
amount of 4.375% convertible senior notes due 2014 (the “4.375% Notes”)
for approximately $166.0 million in cash and 3.2 million shares of the
Company’s common stock. In conjunction with the redemption of the 4.375%
Notes, the Company received approximately $29 million in cash from the
settlement of the convertible hedge instruments associated with the
4.375% Notes.
Financial Outlook for Fiscal 2014
Take-Two is increasing its financial outlook for fiscal year 2014 to
reflect its strong fiscal second quarter results and positive outlook
for the remainder of the year. In addition, the Company is providing its
initial financial outlook for its fiscal third quarter ending December
31, 2013 as follows:
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Third Quarter
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Fiscal Year
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Ending 12/31/2013
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Ending 3/31/2014
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Non-GAAP Net Revenue
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$650 to $700 Million
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$2.20 to $2.30 Billion
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Non-GAAP net income per diluted share (1)(2)
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$1.20 to $1.35
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$3.50 to $3.75
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Net effect from deferral in net revenues and related cost of
goods sold (1)
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($3.20)
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$0.00
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Stock-based compensation expense per share (1)(2)
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$0.09
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$0.32
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Business reorganization, restructuring and related expenses
(1)
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$0.03
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$0.04
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Non-cash amortization of discount on convertible notes per
share (1)
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$0.04
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$0.19
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Loss on extinguishment of debt (1)
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$0.00
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$0.07
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Gain on convertible note hedge and warrants, net (1)
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$0.00
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($0.04)
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Non-cash tax expense per share (1)
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$0.00
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$0.01
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1)
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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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2)
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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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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 July 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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2K
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Sid Meier's Civilization V: Brave New World
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PC, Mac
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July 9, 2013*
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2K
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Turd Birds
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iOS, Android
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July 11, 2013
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2K
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BioShock Infinite: Clash in the Clouds (DLC)
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Xbox 360, PS3, PC
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July 30, 2013
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2K
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The Bureau: XCOM Declassified
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Xbox 360, PS3, PC
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August 20, 2013*
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2K
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Sid Meier's Ace Patrol
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PC (Steam exclusive)
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August 27, 2013
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2K
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Borderlands 2: Ultimate Vault Hunter Upgrade Pack 2:
Digistruct Peak Challenge (DLC)
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Xbox 360, PS3, PC
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September 3, 2013
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2K
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2K Drive
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iOS
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September 5, 2013
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Rockstar Games
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Grand Theft Auto V
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Xbox 360, PS3
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September 17, 2013
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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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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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WWE 2K14
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Xbox 360, PS3
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October 29, 2013*
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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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Planned Release
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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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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 22, 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 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 2013
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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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WWE 2K14: WWE Superstars and Moves Pack (DLC)
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Xbox 360, PS3
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December 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 2014
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*North American release date; international release date
typically follows three days after.
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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 (such as Grand Theft Auto V for fiscal second quarter
2014) 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.
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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 June 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 September 30,
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Six months ended September 30,
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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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148,824
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$
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273,084
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$
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291,491
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$
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499,223
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Cost of goods sold:
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Software development costs and royalties
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51,090
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77,535
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104,818
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182,539
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Product costs
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33,142
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73,314
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64,129
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145,573
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Licenses
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2,969
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7,228
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9,156
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15,748
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Internal royalties
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5,262
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410
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8,202
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1,358
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Total cost of goods sold
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92,463
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158,487
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186,305
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345,218
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Gross profit
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56,361
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114,597
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105,186
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154,005
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Selling and marketing
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101,342
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65,851
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|
|
|
142,943
|
|
|
|
|
144,858
|
|
|
General and administrative
|
|
|
|
43,023
|
|
|
|
|
30,809
|
|
|
|
75,883
|
|
|
|
|
74,011
|
|
|
Research and development
|
|
|
|
26,520
|
|
|
|
|
19,320
|
|
|
|
47,391
|
|
|
|
|
34,632
|
|
|
Depreciation and amortization
|
|
|
|
3,367
|
|
|
|
|
2,550
|
|
|
|
6,424
|
|
|
|
|
5,319
|
|
|
Total operating expenses
|
|
|
|
174,252
|
|
|
|
|
118,530
|
|
|
|
272,641
|
|
|
|
|
258,820
|
|
|
Loss from operations
|
|
|
|
(117,891
|
)
|
|
|
|
(3,933
|
)
|
|
|
(167,455
|
)
|
|
|
|
(104,815
|
)
|
|
Interest and other, net
|
|
|
|
(10,747
|
)
|
|
|
|
(7,419
|
)
|
|
|
(20,069
|
)
|
|
|
|
(15,468
|
)
|
|
Loss on extinguishment of debt
|
|
|
|
(9,014
|
)
|
|
|
|
-
|
|
|
|
(9,014
|
)
|
|
|
|
-
|
|
|
Gain on convertible note hedge and warrants, net
|
|
|
|
5,372
|
|
|
|
|
-
|
|
|
|
3,461
|
|
|
|
|
-
|
|
|
Loss from continuing operations before income taxes
|
|
|
|
(132,280
|
)
|
|
|
|
(11,352
|
)
|
|
|
(193,077
|
)
|
|
|
|
(120,283
|
)
|
|
(Benefit) provision for income taxes
|
|
|
|
(8,185
|
)
|
|
|
|
1,085
|
|
|
|
(7,098
|
)
|
|
|
|
2,926
|
|
|
Loss from continuing operations
|
|
|
|
(124,095
|
)
|
|
|
|
(12,437
|
)
|
|
|
(185,979
|
)
|
|
|
|
(123,209
|
)
|
|
Loss from discontinued operations, net of taxes
|
|
|
|
(25
|
)
|
|
|
|
(54
|
)
|
|
|
(55
|
)
|
|
|
|
(120
|
)
|
|
Net loss
|
|
|
$
|
(124,120
|
)
|
|
|
$
|
(12,491
|
)
|
|
$
|
(186,034
|
)
|
|
|
$
|
(123,329
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
$
|
(1.40
|
)
|
|
|
$
|
(0.15
|
)
|
|
$
|
(2.12
|
)
|
|
|
$
|
(1.45
|
)
|
|
Discontinued operations
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
Basic earnings (loss) per share
|
|
|
$
|
(1.40
|
)
|
|
|
$
|
(0.15
|
)
|
|
$
|
(2.12
|
)
|
|
|
$
|
(1.45
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
$
|
(1.40
|
)
|
|
|
$
|
(0.15
|
)
|
|
$
|
(2.12
|
)
|
|
|
$
|
(1.45
|
)
|
|
Discontinued operations
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
Diluted earnings (loss) per share
|
|
|
$
|
(1.40
|
)
|
|
|
$
|
(0.15
|
)
|
|
$
|
(2.12
|
)
|
|
|
$
|
(1.45
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
88,822
|
|
|
|
|
85,396
|
|
|
|
87,907
|
|
|
|
|
85,197
|
|
|
Diluted
|
|
|
|
88,822
|
|
|
|
|
85,396
|
|
|
|
87,907
|
|
|
|
|
85,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Six months ended September 30,
|
|
OTHER INFORMATION
|
|
|
|
2013
|
|
|
|
|
2012
|
|
|
|
2013
|
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic revenue mix:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
|
52
|
%
|
|
|
|
56
|
%
|
|
|
56
|
%
|
|
|
|
52
|
%
|
|
International
|
|
|
|
48
|
%
|
|
|
|
44
|
%
|
|
|
44
|
%
|
|
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Platform revenue mix:
|
|
|
|
|
|
|
|
|
|
|
|
|
Console
|
|
|
|
59
|
%
|
|
|
|
78
|
%
|
|
|
66
|
%
|
|
|
|
81
|
%
|
|
PC and other
|
|
|
|
39
|
%
|
|
|
|
20
|
%
|
|
|
32
|
%
|
|
|
|
17
|
%
|
|
Handheld
|
|
|
|
2
|
%
|
|
|
|
2
|
%
|
|
|
2
|
%
|
|
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue by distribution channel:
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital online
|
|
|
|
60
|
%
|
|
|
|
20
|
%
|
|
|
56
|
%
|
|
|
|
18
|
%
|
|
Physical retail and other
|
|
|
|
40
|
%
|
|
|
|
80
|
%
|
|
|
44
|
%
|
|
|
|
82
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
|
|
CONSOLIDATED BALANCE SHEETS
|
|
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
March 31,
|
|
|
|
|
|
2013
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
(Unaudited)
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
661,923
|
|
|
|
$
|
402,502
|
|
|
Accounts receivable, net of allowances of $78,081 and $64,081 at
September 30, 2013
|
|
|
|
|
|
|
|
and March 31, 2013, respectively
|
|
|
|
1,011,391
|
|
|
|
|
189,596
|
|
|
Inventory
|
|
|
|
84,033
|
|
|
|
|
30,218
|
|
|
Software development costs and licenses
|
|
|
|
119,534
|
|
|
|
|
198,955
|
|
|
Deferred cost of goods sold
|
|
|
|
302,253
|
|
|
|
|
3,694
|
|
|
Prepaid expenses and other
|
|
|
|
72,133
|
|
|
|
|
41,187
|
|
|
Total current assets
|
|
|
|
2,251,267
|
|
|
|
|
866,152
|
|
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
|
|
34,271
|
|
|
|
|
25,362
|
|
|
Software development costs and licenses, net of current portion
|
|
|
|
113,505
|
|
|
|
|
95,241
|
|
|
Goodwill
|
|
|
|
228,006
|
|
|
|
|
225,992
|
|
|
Other intangibles, net
|
|
|
|
5,743
|
|
|
|
|
8,827
|
|
|
Other assets
|
|
|
|
68,522
|
|
|
|
|
56,265
|
|
|
Total assets
|
|
|
$
|
2,701,314
|
|
|
|
$
|
1,277,839
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
287,672
|
|
|
|
$
|
79,932
|
|
|
Accrued expenses and other current liabilities
|
|
|
|
294,992
|
|
|
|
|
228,916
|
|
|
Deferred revenue
|
|
|
|
1,154,419
|
|
|
|
|
26,919
|
|
|
Liabilities of discontinued operations
|
|
|
|
1,123
|
|
|
|
|
1,232
|
|
|
Total current liabilities
|
|
|
|
1,738,206
|
|
|
|
|
336,999
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
|
443,526
|
|
|
|
|
335,202
|
|
|
Other long-term liabilities
|
|
|
|
20,720
|
|
|
|
|
17,087
|
|
|
Liabilities of discontinued operations, net of current portion
|
|
|
|
-
|
|
|
|
|
556
|
|
|
Total liabilities
|
|
|
|
2,202,452
|
|
|
|
|
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; 104,611 and
93,743 shares
|
|
|
|
|
|
|
|
issued and outstanding at September 30, 2013 and March 31, 2013,
respectively
|
|
1,046
|
|
|
|
|
937
|
|
|
Additional paid-in capital
|
|
|
|
922,058
|
|
|
|
|
832,460
|
|
|
Accumulated deficit
|
|
|
|
(426,864
|
)
|
|
|
|
(240,830
|
)
|
|
Accumulated other comprehensive income (loss)
|
|
|
|
2,622
|
|
|
|
|
(4,572
|
)
|
|
Total stockholders' equity
|
|
|
|
498,862
|
|
|
|
|
587,995
|
|
|
Total liabilities and stockholders' equity
|
|
|
$
|
2,701,314
|
|
|
|
$
|
1,277,839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
Six months ended September 30,
|
|
|
|
|
|
2013
|
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
Net loss
|
|
|
$
|
(186,034
|
)
|
|
|
$
|
(123,329
|
)
|
|
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
|
|
|
|
|
|
Amortization and impairment of software development costs and
licenses
|
|
|
|
84,161
|
|
|
|
|
142,286
|
|
|
Depreciation and amortization
|
|
|
|
6,424
|
|
|
|
|
5,319
|
|
|
Loss from discontinued operations
|
|
|
|
55
|
|
|
|
|
120
|
|
|
Amortization and impairment of intellectual property
|
|
|
|
3,042
|
|
|
|
|
4,944
|
|
|
Stock-based compensation
|
|
|
|
21,266
|
|
|
|
|
14,097
|
|
|
Deferred income taxes
|
|
|
|
(6,105
|
)
|
|
|
|
(9
|
)
|
|
Amortization of discount on Convertible Notes
|
|
|
|
12,296
|
|
|
|
|
9,199
|
|
|
Amortization of debt issuance costs
|
|
|
|
1,070
|
|
|
|
|
1,017
|
|
|
Loss on extinguishment of debt
|
|
|
|
9,014
|
|
|
|
|
-
|
|
|
Gain on convertible note hedge and warrants, net
|
|
|
|
(3,461
|
)
|
|
|
|
-
|
|
|
Other, net
|
|
|
|
1,165
|
|
|
|
|
362
|
|
|
Changes in assets and liabilities, net of effect from purchases of
businesses:
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
|
(821,795
|
)
|
|
|
|
(109,916
|
)
|
|
Inventory
|
|
|
|
(53,815
|
)
|
|
|
|
(38,091
|
)
|
|
Software development costs and licenses
|
|
|
|
(7,866
|
)
|
|
|
|
(111,317
|
)
|
|
Prepaid expenses, other current and other non-current assets
|
|
|
|
(35,835
|
)
|
|
|
|
8,236
|
|
|
Deferred revenue
|
|
|
|
1,127,500
|
|
|
|
|
24,420
|
|
|
Deferred cost of goods sold
|
|
|
|
(298,559
|
)
|
|
|
|
(4,917
|
)
|
|
Accounts payable, accrued expenses and other liabilities
|
|
|
|
283,318
|
|
|
|
|
96,075
|
|
|
Net cash used in discontinued operations
|
|
|
|
(720
|
)
|
|
|
|
(814
|
)
|
|
Net cash provided by (used in) operating activities
|
|
|
|
135,121
|
|
|
|
|
(82,318
|
)
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
|
(15,452
|
)
|
|
|
|
(8,021
|
)
|
|
Net cash used in investing activities
|
|
|
|
(15,452
|
)
|
|
|
|
(8,021
|
)
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
Proceeds from issuance of 1.00% Convertible Notes
|
|
|
|
283,188
|
|
|
|
|
-
|
|
|
Payment for extinguishment of 4.375% Convertible Notes
|
|
|
|
(165,999
|
)
|
|
|
|
-
|
|
|
Proceeds from termination of convertible note hedge transactions
|
|
|
|
84,429
|
|
|
|
|
-
|
|
|
Payment for termination of convertible note warrant transactions
|
|
|
|
(55,651
|
)
|
|
|
|
-
|
|
|
Payment of debt issuance costs for the issuance of 1.00% Convertible
Notes
|
|
|
|
(2,815
|
)
|
|
|
|
-
|
|
|
Net cash provided by financing activities
|
|
|
|
143,152
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Effects of foreign exchange rates on cash and cash equivalents
|
|
|
|
(3,400
|
)
|
|
|
|
(1,656
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
259,421
|
|
|
|
|
(91,995
|
)
|
|
Cash and cash equivalents, beginning of year
|
|
|
|
402,502
|
|
|
|
|
420,279
|
|
|
Cash and cash equivalents, end of period
|
|
|
$
|
661,923
|
|
|
|
$
|
328,284
|
|
|
|
|
|
|
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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 September 30,
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Six months ended September 30,
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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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$
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148,824
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$
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273,084
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$
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291,491
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$
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499,223
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Net effect from deferral in net revenues
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1,119,782
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14,949
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1,121,418
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14,949
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Non-GAAP Net Revenues
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$
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1,268,606
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$
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288,033
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$
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1,412,909
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$
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514,172
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Gross Profit
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GAAP Gross Profit
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$
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56,361
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$
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114,597
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$
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105,186
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$
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154,005
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Net effect from deferral in net revenues and related cost of goods
sold
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439,722
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10,032
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440,865
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10,032
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Stock-based compensation
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858
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1,296
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1,956
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6,244
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Non-GAAP Gross Profit
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$
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496,941
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$
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125,925
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$
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548,007
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$
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170,281
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Loss from Operations
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GAAP Loss from Operations
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$
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(117,891
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)
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$
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(3,933
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)
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$
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(167,455
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$
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(104,815
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Net effect from deferral in net revenues and related cost of goods
sold
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439,722
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10,032
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440,865
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10,032
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Stock-based compensation
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15,319
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7,091
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21,266
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14,097
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Business reorganization, restructuring and related
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212
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374
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212
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374
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Non-GAAP Income (Loss) from Operations
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$
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337,362
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$
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13,564
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$
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294,888
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$
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(80,312
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)
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Net Loss
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GAAP Net Loss
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$
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(124,120
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)
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$
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(12,491
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$
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(186,034
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$
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(123,329
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Net effect from deferral in net revenues and related cost of goods
sold
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423,065
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10,032
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424,207
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10,032
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Stock-based compensation
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15,319
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7,091
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21,266
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14,097
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Business reorganization, restructuring and related
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212
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374
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212
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374
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Non-cash amortization of discount on Convertible Notes
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6,950
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4,656
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12,296
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9,199
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Loss on extinguishment of debt
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9,014
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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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(5,372
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)
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-
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(3,461
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-
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Non-cash tax expense
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480
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483
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962
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956
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Discontinued operations
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25
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54
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55
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120
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Non-GAAP Net Income (Loss)
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$
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325,573
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$
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10,199
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$
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278,517
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$
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(88,551
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)
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Diluted Earnings (Loss) Per Share
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GAAP earnings (loss) per share
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$
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(1.40
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)
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$
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(0.15
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$
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(2.12
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)
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$
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(1.45
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)
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Non-GAAP earnings (loss) per share (1) |
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$
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2.49
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$
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0.11
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$
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2.24
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$
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(1.04
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Number of diluted shares used in computation
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GAAP
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88,822
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85,396
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87,907
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85,197
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Non-GAAP (2) |
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128,845
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91,743
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124,799
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85,197
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(1)
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For the three and six months ended September 30, 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"). Diluted net
income has been adjusted by $3,349 and $6,507,
respectively, related to coupon interest and debt issuance costs,
net of tax.
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The “if-converted” method was not used for the three and six
months ended September 30, 2012 as the assumed conversion would have
been anti-dilutive.
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(2)
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For the three and six months ended September 30, 2013 and the
three months ended September 30, 2012, the diluted shares used in
the computation of Non-GAAP EPS include participating shares of
11,107, of 9,083 and of 6,347, respectively. 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 three and six months ended September 30, 2013 Non-GAAP diluted
EPS include 26,455 and 25,910, respectively, shares related to the
potential dilution from the Convertible Notes.
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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
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