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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 25, 2006
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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
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
622 Broadway, New York, NY 10012
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (646) 536-2842
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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 240.14d- 2(b))
|_| 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 25, 2006 Take-Two Interactive Software, Inc. (the "Company")
issued a news release reporting final earnings results of the Company for its
fourth quarter and 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 25, 2006 relating to
Take-Two Interactive Software, Inc.'s financial
results for its fourth quarter and fiscal year ended
October 31, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Registrant)
By: /s/ Karl H.Winters
------------------------------
Name: Karl H. Winters
Title: Chief Financial Officer
Date: January 27, 2006
Exhibit No. Description
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99.1 Press Release dated January 25, 2006 relating to Take-Two
Interactive Software, Inc.'s financial results for its fourth
quarter and fiscal year ended October 31, 2005.
Exhibit 99.1
Take-Two Interactive Software, Inc. Reports Fourth Quarter and Fiscal 2005
Financial Results
NEW YORK--(BUSINESS WIRE)--Jan. 25, 2006--Take-Two Interactive
Software, Inc. (NASDAQ:TTWO) today released final results for its
fourth quarter and fiscal year ended October 31, 2005, unchanged from
its previously announced preliminary results.
Net revenues in the fourth quarter ended October 31, 2005 were
$308.2 million compared to $438.0 million for the same period a year
ago when results included the launch of Grand Theft Auto: San Andreas
for the PlayStation(R)2 computer entertainment system. Fourth quarter
2005 net income was $19.2 million with diluted net income per share of
$0.27 compared to net income of $62.6 million and diluted net income
per share of $0.91 for the same period last year.
Net revenues for the fiscal year ended October 31, 2005 increased
6% to $1.20 billion from $1.13 billion for the prior year. Net income
of $37.5 million for fiscal 2005 compared to net income of $65.4
million for the prior year with diluted earnings per share of $0.53
compared to $0.95 per diluted share last year.
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.
The Company expects to file its Form 10-K for the fiscal year
ended October 31, 2005 by the close of business on February 1, 2006.
Separately, Take-Two announced that a fire had damaged the
Manhattan based offices of 2K Games, Global Star and Joytech North
America. The Company is thankful to report that no employees were
injured. However, due to the significant damage sustained to these
leased offices, the Company has temporarily relocated all of these
employees, consisting primarily of marketing and administrative
personnel, and to a limited extent, product testing personnel. While
Take-Two is still determining the overall financial and operational
impact of the fire, the Company does not expect any significant effect
on its business.
About Take-Two Interactive Software
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(R) game console,
PlayStation(R)2 computer entertainment system, PSP(TM)
(PlayStation(R)Portable) system, the Xbox(R) video game and
entertainment system from Microsoft, the Xbox 360(TM) video game and
entertainment system from Microsoft, Nintendo GameCube(TM), Nintendo
DS(TM) and Game Boy(R) 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".
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Consolidated Condensed Statements of Operations
For the three and twelve months ended October 31, 2005 and 2004
(In thousands, except per share data)
Three months ended Twelve months ended
October 31, October 31,
2005 2004 2005 2004
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Net revenues $308,154 $438,013 $1,202,595 $1,127,751
Cost of goods sold
Product costs 139,863 189,578 593,377 619,685
Royalties 36,495 66,459 164,250 114,073
Software development
costs 15,340 8,125 28,371 15,922
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Total cost of goods
sold 191,698 264,162 785,998 749,680
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Gross profit 116,456 173,851 416,597 378,071
Operating expenses
Selling and marketing 38,072 34,756 157,715 117,606
General and
administrative 33,794 25,451 123,725 98,226
Research and development 16,222 11,073 73,160 43,259
Depreciation and
amortization 6,437 4,864 22,016 16,846
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Total operating
expenses 94,525 76,144 376,616 275,937
Income from operations 21,931 97,707 39,981 102,134
Interest income, net 750 372 3,715 1,976
Provision for settlement (7,500) - (7,500)
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Total non-operating
income (expenses) 750 (7,128) 3,715 (5,524)
Income before income
taxes 22,681 90,579 43,696 96,610
Provision for income taxes 3,489 27,948 6,221 31,232
-------- -------- ---------- ----------
Net income $ 19,192 $ 62,631 $ 37,475 $ 65,378
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Per share data:
Basic:
Weighted average common
shares outstanding 70,158 67,652 69,859 67,104
======== ======== ========== ==========
--------- --------- ----------- -----------
Net income per share -
Basic $ 0.27 $ 0.93 $ 0.54 $ 0.97
======== ======== ========== ==========
Diluted:
Weighted average common
shares outstanding 70,717 69,120 70,899 68,523
======== ======== ========== ==========
--------- --------- ----------- -----------
Net income per share -
Diluted $ 0.27 $ 0.91 $ 0.53 $ 0.95
======== ======== ========== ==========
All share and per share data reflect a three-for-two stock split
distributed on April 11, 2005 to stockholders of record on March 28,
2005.
Three months ended Twelve months ended
OTHER INFORMATION October 31, October 31,
2005 2004 2005 2004
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Total revenue mix
Publishing 73% 80% 71% 68%
Distribution 27% 20% 29% 32%
Geographic revenue mix
North America 72% 67% 68% 72%
International 28% 33% 32% 28%
Publishing platform
revenue mix
Sony PlayStation 2 34% 85% 60% 69%
Microsoft Xbox 22% 9% 19% 23%
Sony PSP 20% - 6% -
PC 19% 3% 11% 3%
Nintendo Game Boy
Advance 1% 2% 1% 2%
Nintendo GameCube 1% - 1% 1%
Other Platforms and
Accessories 3% 1% 2% 2%
TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
Consolidated Condensed Balance Sheets
As of October 31, 2005 and October 31, 2004
(In thousands, except share data)
ASSETS October 31, October 31,
2005 2004
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Current assets
Cash and cash equivalents $ 107,195 $ 155,095
Accounts receivable, net of allowances of
$69,904 and $72,215 at October 31, 2005 and
October 31, 2004, respectively 198,068 285,709
Inventories 136,227 154,345
Software development costs 88,826 50,360
Licenses 7,651 4,240
Prepaid expenses and other current assets 64,332 60,018
Deferred tax assets 10,943 4,994
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Total current assets 613,242 714,761
Fixed assets, net 48,617 34,291
Software development costs, net of current
portion 19,602 13,962
Licenses, net of current portion 2,330 1,425
Goodwill 179,893 135,477
Intangibles, net 58,666 36,104
Deferred tax assets 5,506 7,546
Other assets 5,020 1,714
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Total assets $ 932,876 $ 945,280
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LIABILITIES and STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 133,353 $ 163,961
Accrued expenses and other current liabilities 90,702 125,567
Income taxes payable 10,220 17,319
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Total current liabilities 234,275 306,847
Other long-term liabilities 2,467 2,963
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Total liabilities 236,742 309,810
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Stockholders' equity
Common stock, par value $.01 per share;
100,000,000 shares authorized; 70,667,421
and 68,159,477 shares issued and outstanding
at October 31, 2005 and October 31, 2004,
respectively 707 682
Additional paid-in capital 418,053 381,928
Deferred compensation (11,189) (3,896)
Retained earnings 287,877 250,402
Accumulated other comprehensive income 686 6,354
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Total stockholders' equity 696,134 635,470
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Total liabilities and stockholders'
equity $ 932,876 $ 945,280
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All share and per share data reflect a three-for-two stock split
distributed on April 11, 2005 to stockholders of record on March 28,
2005.
CONTACT: Take-Two Interactive Software, Inc.
Jim Ankner, 646-536-3006
james.ankner@take2games.com