UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported) January
5, 2006
TAKE-TWO
INTERACTIVE SOFTWARE, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-29230
|
51-0350842
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
622
Broadway, New York, New York
|
10012
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant’s
telephone number, including area code: (646) 536-2842
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR 240.14d-2(b))
o
Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR 240.13e-4(c))
Item
2.02 Results
of Operations and Financial Condition.
On
January 5, 2006 Take-Two Interactive Software, Inc. (the “Company”) issued a
news release reporting preliminary and unaudited earnings results of the Company
for its fiscal year ended October 31, 2005. A copy of the news release is
attached to this Current Report as Exhibit 99.1.
The
information in this Current Report on Form 8-K, including the exhibit included
herewith, is furnished pursuant to Item 2.02 and shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that
section.
Item
9.01 Financial
Statements and Exhibits
| (d) |
Exhibits
|
| 99.1 |
Press
Release dated January 5, 2006 relating to Take-Two Interactive Software,
Inc.’s preliminary and unaudited financial results for the fiscal year
ended October 31, 2005.
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | ||
| |
|
|
| Date: January 12, 2006 | By: | /s/ Karl H. Winters |
|
Karl H. Winters |
||
| Chief Financial Officer | ||
INDEX
TO EXHIBITS
| Exhibit No. |
Description
|
| 99.1 |
Press
Release dated January 5, 2006 relating to Take-Two Interactive Software,
Inc.’s preliminary and unaudited financial results for the fiscal year
ended October 31, 2005.
|
FOR
IMMEDIATE RELEASE
CONTACT
COMPANY:
Jim
Ankner (Corporate Press/Investor Relations)
Take-Two
Interactive Software, Inc.
(646)
536-3006
james.ankner@take2games.com"
james.ankner@take2games.com
Take-Two
Interactive Software, Inc. Announces
Preliminary
and Unaudited Fiscal 2005 Financial Results
New
York, NY - January 5, 2006
-
Take-Two
Interactive Software, Inc. (NASDAQ:TTWO) today announced preliminary and
unaudited financial results of $1.2 billion in net sales and diluted net income
per share of $0.53 for its fiscal year ended October 31, 2005 and $308 million
in net sales and $0.27 in diluted net income per share for its fiscal 2005
fourth quarter. These figures are considered preliminary due to the need for
additional time to finalize the Company’s year-end results, including its
assessments required for its first year of reporting under Section 404 of the
Sarbanes-Oxley Act.
Take-Two
expects to file its Form 10-K within the timeframe required by the Securities
and Exchange Commission. The Company’s diluted earnings per share for the
periods above do not include
the impact of adopting FASB 123(R), requiring the expensing of employee stock
options beginning on November 1, 2005.
Guidance
Take-Two
is revising its fiscal 2006 first quarter guidance to reflect the continued
retail weakness for video game software during the holiday selling season in
both North America and Europe, as well as the movement into the second quarter
of Top
Spin 2
for the
Xbox 360™ video game and entertainment system from Microsoft, Nintendo DS™ and
Game Boy® Advance
and
College
Hoops 2K6
for the
Xbox 360 to provide additional development time. The Company now expects $230
to
$250 million in net sales and a net loss per share for the first quarter ending
January 31, 2006.
Due
to
the continued uncertainties related to the retail environment and the timing
and
consumer acceptance of new video game hardware and software, as well as the
timing of the Company’s new product releases during 2006, Take-Two is not
providing financial guidance for the fiscal year ending October 31, 2006, but
now expects net revenue and earnings per share for fiscal 2006 to be
significantly below the financial guidance previously provided by the Company
and current analyst consensus estimates.
Fourth
Quarter Highlights
In
the
fourth quarter, Rockstar released Grand
Theft Auto: Liberty City Stories exclusively
for the PSP™ (PlayStation®Portable) system and The
Warriors for
the
PlayStation®2 and the Xbox® video game and entertainment system from Microsoft.
Grand
Theft Auto: Liberty City Stories
was the
number one selling title for the PSP in the U.S. in October and November as
estimated by NPD Funworld®*. Also in the fourth quarter, Rockstar released
Grand
Theft Auto: The Trilogy
for Xbox
and Grand
Theft Auto: San Andreas -Special Edition
for
PlayStation 2.
Fourth
quarter titles from 2K Games included Sid
Meier’s Civilization
IV
for
PC;
Shattered Union
and
Serious Sam II,
both
for Xbox and PC; Zathura
for
PlayStation 2 and Xbox; Call
of Cthulhu: Dark Corners of the Earth™
for
Xbox; Vietcong
2
for PC
and the North American release of Conflict:
Global Terror
on
multiple platforms. 2K
Sports’ fourth quarter releases included NBA
2K6,
NHL
2K6,
and
Major
League Baseball 2K5: World Series Edition,
all for
PlayStation 2 and Xbox; Top
Spin
for
PlayStation 2; and World
Poker Tour on
multiple platforms. Global Star Software’s fourth quarter releases included
SPLAT
Magazine Renegade Paintball for
Xbox
and PC; Mall
Tycoon 3
for
PC; and
console titles for Codename:
Kids Next Door
and
Dora
the Explorer.
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At
the
Company’s Jack of All Games distribution business, sales in the fourth quarter
decreased approximately 5% year over year due primarily to lower sales volume
of
software titles and a decrease in average selling prices of interactive
entertainment products as the industry transitions to next-generation platforms.
Jack of All Games is focused on improving fiscal 2006 performance through
increased sales of value-priced exclusive titles, hardware and software bundles
and multi-game compilations.
Fiscal
2006 Products
Fiscal
2006 first quarter releases included NBA
2K6,
NHL
2K6
and
Amped
3,
all for
the
Xbox 360 from 2K Sports, with Torino
2006
for
PlayStation 2, Xbox and PC planned for later in the quarter. Expected fiscal
2006 second quarter releases include The
Elder Scrolls IV: Oblivion
for PC
and Xbox 360 from 2K Games; Top
Spin 2
for the
Xbox 360, Nintendo DS and Game Boy Advance, College
Hoops 2K6
for Xbox
360, and Major
League Baseball 2K6
for
PlayStation 2, Xbox, Xbox 360, PSP, and Nintendo GameCube™ from 2K Sports; and
Sudoku
Fever™
for
Game Boy Advance and Hummer
Badlands
for
PlayStation 2 and Xbox from Global Star.
Additional
products expected for fiscal 2006 from Rockstar Games include Grand
Theft Auto: Liberty City Stories
for a
current generation console system, tentatively planned for release in the second
quarter, Bully
for
PlayStation 2 and Xbox, two new titles for the PSP handheld system, including
an
all-new Grand
Theft Auto,
a title
based on a new brand for the Xbox 360 and a sequel of a Rockstar brand. We
also
expect The
Da Vinci Code,
Prey,
and
24: The
Game
from 2K
Games; and various other sports titles including NBA
2K7
from 2K
Sports; and
Family Feud
for
multiple platforms from Global Star.
Management
Comments
Paul
Eibeler, President and Chief Executive Officer, stated, “Clearly, the holiday
season did not live up to anyone’s expectations. While it is difficult to assess
the impact of the hardware transition on our industry in 2006, we remain
confident in the resilience and future prospects of Take-Two and the global
video game business. We have assembled some of the industry’s best development
capabilities supported by strong financial resources, and we expect to capture
market share in an expanding Xbox 360 installed base and from the anticipated
introduction of the PlayStation®3 later this year. We are focused on driving
both top and bottom line growth in the video game marketplace by producing
high
quality titles for a diverse and expanding audience.”
Take-Two
also reported today that Gary Lewis has resigned as Global Chief Operating
Officer to relocate back to Europe. The Company has initiated a search for
his
successor.
Conference
Call
Take-Two
will host a conference call today at 4:30 pm Eastern Time to review its
preliminary fiscal year results and to discuss its outlook. The call can be
accessed by dialing (877) 407-0984 or (201) 689-8577. A live listen-only webcast
of the call is available by visiting http://ir.take2games.com
and a
replay will be available following the call at the same location.
*According
to NPD Funworld October 2005 and November 2005 estimates of U.S. retail video
game sales
About
Take-Two Interactive Software
Page
2 of
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Headquartered
in New York City, Take-Two Interactive Software, Inc. (NASDAQ: TTWO) is an
integrated global developer, marketer, distributor and publisher of interactive
entertainment software games and accessories for the PC, PlayStation® game
console, PlayStation®2 computer entertainment system, PSP™
(PlayStation®Portable) system, the Xbox® video game and entertainment system
from Microsoft, the Xbox 360™ video game and entertainment system from
Microsoft, Nintendo GameCube™, Nintendo DS™ and Game Boy® Advance. The Company
publishes and develops products through its wholly owned labels Rockstar Games,
2K Games, 2K Sports and Global Star Software; and distributes products in North
America through its Jack of All Games subsidiary. Take-Two also manufactures
and
markets video game accessories in Europe, North America and the Asia Pacific
region through its Joytech subsidiary. The Company maintains sales and marketing
offices in Cincinnati, New York, Toronto, London, Paris, Munich, Madrid, Vienna,
Milan, Sydney, Breda (Netherlands) and Auckland. Take-Two's common stock is
publicly traded on NASDAQ under the symbol TTWO. For more corporate and product
information please visit our website at www.take2games.com.
All
trademarks and copyrights contained herein are the property of their respective
holders.
Safe
Harbor Statement under the Private Securities Reform Act of 1995: This press
release contains forward-looking statements made in reliance upon the safe
harbor provisions of Section 27A of the Securities Act of 1933, as amended,
and
Section 21E of the Securities Exchange Act of 1934, as amended. The statements
contained herein which are not historical facts are considered forward-looking
statements under federal securities laws. Such forward-looking statements are
based on the beliefs of our management as well as assumptions made by and
information currently available to them. The Company has no obligation to update
such forward-looking statements. Actual results may vary significantly from
these forward-looking statements based on a variety of factors. These important
factors are described in the Company's Form 10-Q for the quarter ended July
31,
2005 in the section entitled "Cautionary Statement and Risk
Factors".
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