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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) December 16, 2004
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TAKE-TWO INTERACTIVE SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-29230 51-0350842
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(State or other jurisdiction (Commission (I.R.C. Employer
of incorporation) File Number) Identification No.)
622 Broadway, New York, New York 10012
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (646) 536-2842
Not Applicable
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Former name or former address, if changed since last report
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 140.14D-2(b))
[ ] Pre-commencement communications pursuant to Rule 13c-4(C) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On December 16, 2004 Take-Two Interactive Software, Inc. (the "Company")
issued a news release reporting the earnings results of the Company for its
fiscal quarter and year ended October 31, 2004. 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
(c) Exhibits
99.1 Press Release dated December 16, 2004 relating to
Take-Two Interactive Software, Inc.'s financial
results for the fourth fiscal quarter and year ended
October 31, 2004.
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: December 17, 2004 By: /s/ Karl H. Winters
---------------------------
Karl H. Winters
Chief Financial Officer
INDEX TO EXHIBITS
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Exhibit No. Description
99.1 Press Release dated December 16, 2004
relating to Take-Two Interactive Software,
Inc.'s financial results for the fourth
fiscal quarter and year ended October 31,
2004.
Exhibit 99.1
Take-Two Interactive Software, Inc. Reports
Fourth Quarter and Fiscal 2004 Financial Results
NEW YORK--(BUSINESS WIRE)--Dec. 16, 2004--Take-Two Interactive
Software, Inc. (NASDAQ:TTWO) today announced financial results for its
fourth quarter and fiscal year ended October 31, 2004.
Net sales for the fourth quarter ended October 31, 2004, which
included the launch of the blockbuster title Grand Theft Auto: San
Andreas for the PlayStation(R)2 computer entertainment system, were
$438.0 million compared to $277.6 million for the same period a year
ago. Net income for the quarter was $62.6 million, which included a
$7.5 million accrual to establish a reserve in connection with the
Company's SEC investigation as discussed below. Fourth quarter 2004
net income of $62.6 million and diluted net income per share of $1.36
compared to net income of $26.3 million and diluted net income per
share of $0.58 the prior year.
Net sales for the fiscal year ended October 31, 2004 were $1.13
billion compared to $1.03 billion for fiscal 2003. Net income of $65.4
million, including the $7.5 million accrual related to the Company's
SEC investigation, compared to $98.1 million in net income last year,
with diluted net income per share of $1.43 compared to $2.27 last
year.
Take-Two has accrued a $7.5 million expense in the fourth quarter
associated with the Company's previously disclosed SEC investigation
into certain accounting matters related to the Company's financial
statements, periodic reporting and internal accounting controls. This
accrual, which was not previously included in the Company's guidance,
is based on a settlement offer the Company made to the staff of the
SEC in November 2004, which the staff has agreed to recommend to the
SEC. If approved, the proposed settlement would fully resolve all
claims relating to the investigation by the SEC that began in December
2001. Pursuant to the offer of settlement, under which the Company
would neither admit nor deny the allegations of the complaint,
Take-Two would agree to pay a non-tax deductible civil penalty of $7.5
million and would be enjoined from future violations of the federal
securities laws.
Guidance
Take-Two is updating its guidance for fiscal 2005 as follows:
-- For the fiscal year ending October 31, 2005, $1.2 to $1.25
billion in net sales and $2.00 to $2.20 in diluted net income
per share.
-- For the first quarter ending January 31, 2005, $440 to $460
million in net sales and $1.00 to $1.10 in diluted net income
per share.
Take-Two is issuing initial guidance for its second quarter of
fiscal 2005 as follows:
-- For the second quarter ending April 30, 2005, $170 to $190
million in net sales and a net loss of $(0.10) to $(0.20) per
share.
Liquidity and Selected Balance Sheet Items
Take-Two used approximately $21 million in cash for operating
activities in the quarter. Working capital was approximately $395
million at October 31, 2004, as compared with approximately $348
million at the same time a year ago. The Company had approximately
$155 million in cash as of October 31, 2004, as compared to $183
million in cash at October 31, 2003.
Fourth Quarter Highlights
Rockstar's Grand Theft Auto: San Andreas, released in late October
for PlayStation 2, was a significant contributor to fourth quarter and
fiscal year results. Created by the world-class developers Rockstar
North, Grand Theft Auto: San Andreas was the top performing product in
Take-Two's publishing business this quarter and fiscal year. According
to NPDFunworld(SM), Grand Theft Auto: San Andreas was the top selling
PlayStation 2 title in the United States in October and November.
Global Star shipped ESPN NHL 2K5 and ESPN NBA 2K5, both for
PlayStation 2 and Xbox(R) under the co-publishing and exclusive
distribution agreement with SEGA Corporation for the ESPN Videogames
sports titles. Global Star also shipped Conflict: Vietnam, the third
title in the successful Conflict series, in North America on
PlayStation 2, Xbox and PC; Kohan II: Kings of War for PC; Robotech:
Invasion for PlayStation 2 and Xbox; Outlaw Golf 2 for Xbox; and
Cartoon Network's Codename: Kids Next Door - Operation: S.O.D.A. for
the Game Boy Advance.
During the fourth quarter, the Company acquired Indie Built, a
Salt Lake City, Utah-based development studio focused on next
generation console products.
Jack of All Games' distribution business was affected in the
quarter by the limited availability of console hardware, resulting in
reduced sales of hardware and related software but minimal bottom line
impact. In response to these market factors, the Company has
rebalanced its sales mix and modified its product forecasts to better
match consumer demand and compensate for lower short-term hardware
sales and reductions in related software sales. Initial results to
date in the first quarter indicate this strategy has been effective in
improving the performance of this business.
Fiscal 2005 Publishing Highlights
Rockstar Games:
Rockstar has an extensive product lineup planned for fiscal 2005,
beginning with Midnight Club 3: DUB Edition, the third installment in
the multi-million unit selling, genre-defining Midnight Club racing
franchise developed by Rockstar San Diego. The product was moved to
the second quarter to allow additional development time for this
highly anticipated, open-ended street racing title for PlayStation 2
and Xbox.
The Warriors(TM), a new Rockstar PlayStation 2 title based on the
Paramount Pictures feature film, is being moved to the third quarter.
As announced today, Rockstar is introducing Grand Theft Auto: San
Andreas for Xbox in the third quarter of fiscal 2005, along with a
simultaneous release of the PC version of the title.
Additional products planned for fiscal 2005 from Rockstar include
a new console title based on a proven brand from Rockstar's internal
studios, titles based on two of Rockstar's premier brands for Sony's
highly anticipated PlayStation(R)Portable platform (PSP(TM)) and the
release of Grand Theft Auto: San Andreas in Japan.
In the first quarter, Rockstar launched the PlayStation 2 Greatest
Hits version of Manhunt, bringing Take-Two's catalog of PlayStation 2
Greatest Hits products to nine titles.
Global Star:
During the first quarter, Global Star shipped Outlaw Golf 2 for
PlayStation 2 and Dora The Explorer: Super Star Adventures for Game
Boy Advance, with Ford Racing 3 for PlayStation 2, Xbox and PC also
scheduled for release this quarter. Among the titles planned for
second quarter release are Close Combat: First to Fight for Xbox and
PC; Stronghold 2 for PC; and Motocross Mania 3 for PlayStation 2 and
Xbox. Other titles planned for release in fiscal 2005 include Charlie
and the Chocolate Factory on multiple platforms.
Global Star's fiscal 2005 lineup includes the ESPN Videogames
sports titles, under the Company's co-publishing and exclusive
distribution agreement with SEGA. ESPN College Hoops for PlayStation 2
and Xbox has shipped in the first quarter, with ESPN Major League
Baseball scheduled for release in the second quarter. While recent
industry developments preclude the release of an officially licensed
professional football title, the Company and SEGA are evaluating
opportunities to publish a title based on the critically acclaimed 2K
football game.
Management Comments
Richard Roedel, Chairman and Chief Executive Officer, stated,
"Fiscal 2004 was a rebuilding year for us, as we made key management
additions and improved certain areas of our distribution and
publishing businesses. We achieved a number of important
accomplishments in 2004 which make Take-Two a much stronger company
going into 2005:
-- Grand Theft Auto: San Andreas was the largest videogame launch
in Take-Two's history, further strengthening both our Rockstar
label and the Company's financial position.
-- Rockstar established two new internally owned and developed
proprietary brands with the successful introduction of Red
Dead Revolver and Manhunt.
-- The addition of a variety of high profile licensed properties,
including selected sports titles, has expanded Take-Two's
product pipeline and provided an added element of
diversification to the Company's publishing business.
-- Internal development resources were expanded and important
handheld and next generation platform development capabilities
were added through several studio acquisitions."
Paul Eibeler, President, added, "We are entering fiscal 2005 in a
strong, competitive position. With the tremendous success of Grand
Theft Auto: San Andreas, Rockstar Games has magnified the power of the
Grand Theft Auto brand, and they will continue to build on the
franchise with the launch of Xbox and PC versions of Grand Theft Auto:
San Andreas in June. Our product portfolio going into 2005, which
includes titles based on a combination of proven franchises, new
brands and licensed properties, is the strongest in the Company's
history. Combined with the expansion of our management team and the
strengthening of our internal operations, we believe we are building
the foundation for long term, sustained growth in the interactive
entertainment industry."
Conference Call
Take-Two will host a conference call today at 4:30 pm Eastern Time
to review its results for the fourth quarter and fiscal year and to
discuss its outlook. A live webcast of the call is available by
visiting http://ir.take2games.com and a replay of the call will be
archived through the close of business on Friday, December 31, 2004.
About Take-Two Interactive Software
Headquartered in New York City, Take-Two Interactive Software,
Inc. is an integrated global developer, marketer, distributor and
publisher of interactive entertainment software games and accessories
for the PC, PlayStation(R) game console, PlayStation(R)2 computer
entertainment system, Xbox(R), Nintendo GameCube(TM) and Game Boy(R)
Advance. The Company publishes and develops products through its
wholly owned labels Rockstar Games 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 Annual Report on Form 10-K for the fiscal
year ended October 31, 2003 and on Form 10-Q for the quarter ended
July 31, 2004 in the section entitled "Cautionary Statement and Risk
Factors".
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Consolidated Condensed Statements of Operations
For the three months and year ended October 31, 2004 and 2003
(In thousands, except per share data)
Three months ended Twelve months ended
October 31, October 31,
2004 2003 2004 2003
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Net sales $438,013 $277,607 $1,127,751 $1,033,693
Cost of sales
Product costs 189,578 152,273 619,685 537,257
Royalties 66,459 22,699 114,073 89,294
Software development costs 8,125 2,445 15,922 11,003
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Total cost of sales 264,162 177,417 749,680 637,554
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Gross profit 173,851 100,190 378,071 396,139
Operating expenses
Selling and marketing 34,756 26,087 117,606 103,015
General and administrative 25,451 20,382 98,226 88,083
Research and development 11,073 7,688 43,259 25,107
Depreciation and
amortization 4,864 3,234 16,846 16,923
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Total operating expenses 76,144 57,391 275,937 233,128
Income from operations 97,707 42,799 102,134 163,011
Interest income, net (372) (552) (1,976) (2,265)
Gain on Internet investments - - - (39)
Provision for settlement (1) 7,500 - 7,500 -
--------- --------- ----------- -----------
Total non-operating
expenses (income) 7,128 (552) 5,524 (2,304)
Income before income
taxes 90,579 43,351 96,610 165,315
Provision for income taxes 27,948 17,087 31,232 67,197
--------- --------- ----------- -----------
Net income $62,631 $26,264 $65,378 $98,118
========= ========= =========== ===========
(1) Represents the Company's estimate of the non-tax deductible civil
penalty associated with its previously disclosed SEC
investigation.
Per share data:
Basic:
Weighted average common
shares outstanding 45,101 43,542 44,736 41,965
========= ========= =========== ===========
--------- --------- ----------- -----------
Net income per share -
Basic $1.39 $0.60 $1.46 $2.34
========= ========= =========== ===========
Diluted:
Weighted average common
shares outstanding 46,080 44,887 45,682 43,297
========= ========= =========== ===========
--------- --------- ----------- -----------
Net income per share -
Diluted $1.36 $0.58 $1.43 $2.27
========= ========= =========== ===========
OTHER INFORMATION Three months ended Twelve months ended
- -------------------------- October 31, October 31,
2004 2003 2004 2003
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Total revenue mix
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Publishing 80% 54% 68% 65%
Distribution 20% 46% 32% 35%
Geographic
revenue mix
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North America 67% 72% 72% 72%
International 33% 28% 28% 28%
Publishing
platform
revenue mix
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Sony PlayStation 2 84% 44% 68% 72%
Sony PlayStation - 3% 1% 4%
Microsoft Xbox 10% 12% 23% 6%
GameCube - - 1% -
PC 3% 39% 3% 17%
Handheld 2% - 2% -
Accessories 1% 2% 2% 1%
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Consolidated Condensed Balance Sheets
As of October 31, 2004 and 2003
(In thousands, except share data)
ASSETS Oct. 31, Oct. 31,
2004 2003
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Current assets
Cash and cash equivalents $155,095 $183,477
Accounts receivable, net of allowances of
$72,215 and $62,817 at October 31, 2004 and
2003, respectively 285,709 166,536
Inventories, net 154,345 101,748
Prepaid royalties 38,220 12,196
Prepaid expenses and other current assets 60,018 41,112
Deferred tax asset 11,554 8,173
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Total current assets 704,941 513,242
Fixed assets, net 34,291 22,260
Prepaid royalties 3,982 8,439
Capitalized software development costs, net 27,785 16,336
Goodwill, net 135,477 101,498
Intangibles, net 36,104 44,836
Long-term deferred tax asset 6,219 160
Other assets, net 1,714 527
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Total assets $950,513 $707,298
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LIABILITIES and STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $163,961 $106,172
Accrued expenses and other current liabilities 128,530 56,883
Income taxes payable 17,319 2,265
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Total current liabilities 309,810 165,320
Deferred tax liability 5,233 8,486
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Total liabilities 315,043 173,806
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Stockholders' equity
Common stock, par value $.01 per share;
100,000,000 shares authorized;
45,439,651 and 44,227,215 shares issued and
outstanding at October 31, 2004 and 2003,
respectively 454 442
Additional paid-in capital 382,156 350,852
Deferred compensation (3,896) (1,890)
Retained earnings 250,402 185,024
Accumulated other comprehensive income (loss) 6,354 (936)
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Total stockholders' equity 635,470 533,492
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Total liabilities and
stockholders' equity $950,513 $707,298
========= =========
CONTACT: Take-Two Interactive Software, Inc.
Jim Ankner (Corporate Press/Investor Relations)
646-536-3006
james.ankner@take2games.com
or
Comm-Counsellors, LLC
Ed Nebb, 203-972-8350
enebb@optonline.net