TTWO TakeTwo Interactive Software Inc

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)  February 3, 2016

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code  (646) 536-2842

(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):

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 February 3, 2016, Take-Two Interactive Software, Inc. (the “Company”) issued a press release announcing the financial results of the Company for its third fiscal quarter ended December 31, 2015.  A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated by reference herein.

The information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.  In addition, the information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, that is furnished pursuant to this Item 2.02 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

Item 9.01                                           Financial Statements and Exhibits

(d)                                 Exhibits:

99.1                        Press Release dated February 3, 2016 relating to Take-Two Interactive Software, Inc.’s financial results for its third fiscal quarter ended December 31, 2015.

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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 hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

Take-Two Interactive Software, Inc. Reports Stronger-Than-Expected Results for Fiscal Third Quarter 2016

Non-GAAP Net Revenue was $486.8 Million

Non-GAAP Net Income was $0.89 Per Diluted Share

Raises Financial Outlook for Fiscal 2016

New York, NY — February 3, 2016 — Take-Two Interactive Software, Inc. (NASDAQ: TTWO) today reported stronger-than-expected financial results for fiscal third quarter 2016, ended December 31, 2015.  In addition, the Company increased its financial outlook for the fiscal year ending March 31, 2016, and provided its initial financial outlook for the fiscal fourth quarter 2016, ending March 31, 2016.

GAAP Financial Results

For fiscal third quarter 2016, GAAP net revenue was $414.2 million, as compared to $531.1 million for fiscal third quarter 2015.  GAAP net loss was $42.4 million, or $0.51 per diluted share, as compared to net income of $40.1 million, or $0.42 per diluted share, for the year-ago period.  GAAP net loss for fiscal third quarter 2016 reflects business reorganization charges of $71.2 million, partially offset by approximately $25 million in tax benefits related to video game development costs.

During fiscal third quarter 2016, the Company’s cash and short-term investments balance increased to $1.215 billion as of December 31, 2015.

Non-GAAP Financial Results

For fiscal third quarter 2016, Non-GAAP net revenue was $486.8 million, as compared to $954.0 million for the year-ago period, which had benefited from the launches of Grand Theft Auto V® for PlayStation®4 and Xbox One, Borderlands®: The Pre-Sequel, and Sid Meier’s Civilization®: Beyond Earth.  Non-GAAP net income was $99.7 million, or $0.89 per diluted share, as compared to $211.6 million, or $1.87 per diluted share, for the year-ago period.  Non-GAAP net income for fiscal third quarter 2016 reflects approximately $32 million in tax benefits related to video game development costs.

The largest contributors to Non-GAAP net revenue in fiscal third quarter 2016 were Grand Theft Auto V and Grand Theft Auto Online, NBA® 2K16, WWE® 2K16, and the Borderlands series.  Non-GAAP net revenue from digitally-delivered content was $213.6 million and accounted for 44% of total Non-GAAP net revenue.  The largest contributors to Non-GAAP net revenue from digitally-delivered content were the Grand Theft Auto, NBA 2K, WWE 2K, and Sid Meier’s Civilization series.  Revenue from recurrent consumer spending (virtual currency, downloadable add-on content and online games) grew 45% year-over-year and accounted for 54% of Non-GAAP net revenue from digitally-delivered content, or 24% of

total Non-GAAP net revenue.  Catalog sales accounted for $235.3 million of Non-GAAP net revenue led by the Grand Theft Auto and Borderlands series.

Management Comments

“During the holiday season, Take-Two enjoyed immense consumer demand for its recent releases and catalog, enabling the Company to deliver another quarter of strong revenue, Non-GAAP earnings and cash flow,” said Strauss Zelnick, Chairman and CEO of Take-Two.  “These outstanding results were driven by robust sales of Grand Theft Auto V, NBA 2K16 and WWE 2K16, along with our highest-ever revenue from recurrent consumer spending.

“As a result of our third quarter outperformance and solid forecast for the balance of the year, we are once again raising our financial outlook for fiscal 2016, which is poised to be another year of meaningful profits for Take-Two.  Looking ahead, we have an extensive development pipeline that positions our Company for revenue growth and margin expansion over the long-term.  We are excited about this Friday’s release of XCOM 2, which has received stellar early review scores, and anticipation already is building for the fiscal 2017 launches of Battleborn and Mafia III.”

Business and Product Highlights

Since October 1, 2015:

Rockstar Games:

·                  Grand Theft Auto V has now sold-in over 60 million units worldwide across all platforms.

·                  Released new free content updates for Grand Theft Auto Online, including:

·                  A January 28, 2016 update featuring the new ‘Drop Zone’ Adversary Mode, two new high-end vehicles and additional improvements to Grand Theft Auto Online.

·                  Festive Surprise 2015, featuring holiday-themed attire, Christmas trees, snowball fights, and new holiday-themed adversary modes;

·                  Executives and Other Criminals, which offers players the chance to run their own criminal organizations and face off against rival operations across Freemode.  The update also includes new customizable real estate, super yachts, armored vehicles, weapons and much more;

·                  Lowriders, which adds new and upgraded vehicles including specific lowrider customization options such as hydraulics, new Adversary Modes, new Lowrider-themed Contact Missions, an array of new clothing, tattoo and accessory options, as well as upgrades to both Freemode and the Rockstar Editor’s Director Mode; and

·                  Halloween Surprise, featuring a new Halloween-themed adversary mode plus special vehicles, masks and more.

·                  Released Grand Theft Auto: Liberty City Stories for select iOS devices.  Originally designed with mobile gameplay in mind, Grand Theft Auto: Liberty City Stories returns with significant enhancements for iOS and also will be coming soon to Android.

2K:

·                  Entered into a new multi-year partnership agreement with WWE granting 2K the exclusive worldwide rights to develop and publish WWE video game properties across all major platforms and distribution channels.

·                  Launched WWE 2K16 on Xbox One, Xbox 360, PlayStation 4 and PlayStation 3.  Developed collaboratively by Yukes and Visual Concepts, the title received significantly improved review scores and has generated growth in sales versus last-year’s release.  WWE 2K16 is being supported with downloadable add-on content, including a Season Pass.

·                  Released Sid Meier’s Civilization: Beyond Earth™ — Rising Tide for PC.  Developed by Firaxis Games, Rising Tide is a massive expansion pack for the 2014 turn-based strategy title, Civilization: Beyond Earth.

·                  Released The Borderlands Triple Pack for Xbox 360 and PlayStation 3, which includes Borderlands, Borderlands 2 and Borderlands: The Pre-Sequel, plus all of the games’ previously-released downloadable add-on content.

·                  Released Evolve Ultimate Edition for Xbox One and PlayStation 4, which includes the 2014 Electronic Entertainment Expo and Gamescom “Game of Show” award-winning title along with its Monster Expansion Pack, Hunting Season 1 and Hunting Season 2 downloadable add-on content packs.

·                  Expanded the Company’s online offerings in Asia with the commercial launch in Korea of Civilization Online, a free-to-play, massively multiplayer online game developed in partnership with renowned

South Korean studio XLGAMES.  2K also plans to bring Civilization Online to Taiwan, Hong Kong, Macau and China through publishing partnerships with Game First and Qihoo 360.

·                  Expanded the Company’s offerings for tablets and smartphones with the releases of NBA 2K16, My NBA 2K16 and NHL SuperCard for tablets and smartphones.

·                  Announced that Battleborn™, which is currently in development for PlayStation 4, Xbox One and PC by the creators of Borderlands at Gearbox Software, is planned for release on May 3, 2016.

·                  Announced that XCOM® 2, which is the sequel to the Game of the Year award-winning strategy title XCOM: Enemy Unknown and is currently in development at Firaxis Games, is planned for release on February 5, 2016 for PC.  XCOM 2 has received outstanding early review scores, with Game Informer Magazine, GameSpot and IGN each scoring the title in the 9-out-of-10 range.  According to IGN, “XCOM 2 is an amazing game,” while Game Informer Magazine called it “one of the deepest and most rewarding strategy games on the market.”

·                  Announced that Mafia® III, the next installment in 2K’s successful organized crime series, is currently in development for Xbox One, PlayStation 4 and PC at Hangar 13, 2K’s new development studio.  Mafia III is planned for release during calendar 2016 (fiscal year 2017).

Financial Outlook for Fiscal 2016

Take-Two is increasing its financial outlook for fiscal year 2016 to reflect its better-than-expected fiscal third quarter results and strong forecast for the balance of the fiscal year.  In addition, the Company is providing its initial financial outlook for the fiscal fourth quarter ending March 31, 2016 as follows:

(1)         For the fiscal fourth quarter and fiscal year ending March 31, 2016, our Non-GAAP net income per diluted share outlook is calculated using the “if-converted” method as a result of the issuances of our 1.75% Convertible Notes in November 2011 and 1.00% Convertible Notes in June 2013, and Non-GAAP diluted net income for the fourth quarter and fiscal year is adjusted by adding-back $1.4 million and $5.5 million, respectively, related to coupon interest and debt issuance costs, net of tax.  Shares used to calculate our Non-GAAP net income per diluted share outlook are as follows:

(2)         All GAAP to Non-GAAP reconciling items are net of tax and per share.

(3)         The Company’s stock-based compensation expense for the periods above includes the cost of approximately 1.1 million restricted stock units 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.

Key assumptions and dependencies underlying the Company’s financial outlook include: the timely delivery of the titles included in this financial outlook; continued consumer acceptance of the Xbox One and PlayStation 4; the ability to develop and publish products that capture market share for these new-generation systems while continuing to leverage opportunities on the Xbox 360, PlayStation 3 and PC; and stable foreign exchange rates.  See also “Cautionary Note Regarding Forward Looking Statements” below.

Product Releases

The following titles were released since October 1, 2015:

*North American release date; international release date followed three days after.

Take-Two’s lineup of future titles announced to date includes:

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 following Non-GAAP items, net of applicable taxes, as discussed below:

·                  Net effect from deferral in net revenues and related cost of goods sold - the Company defers revenue and related costs from the sale of certain titles that have undelivered elements upon the sale of the game and recognizes that revenue upon the delivery of the undelivered elements.  The Company also defers revenue and related costs for certain sales generated from certain titles for which we have or expect to provide certain additional add-on content.  These amounts are deferred over the estimated remaining life of the game to which they pertain.  As there is no impact to the Company’s operating cash flow, management excludes the impact of deferred net revenue and related costs from its Non-GAAP financial measures when evaluating the Company’s operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team.  In addition, we believe that these Non-GAAP financial measures provide a more timely indication of trends in our business, provide

comparability with the way our business is measured by analysts, and provide consistency with industry data sources.

·                  Stock-based compensation — the Company does not consider stock-based compensation charges when evaluating business performance and management does not contemplate stock-based compensation expense in its short- and long-term operating plans.  As a result, the Company has excluded such expenses from its Non-GAAP financial measures.

·                  Business reorganization — 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.

·                  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.

·                  Gain on long-term investment, net — from time to time, the Company makes strategic investments.  The Company excludes the impact of any gains and losses on such investments 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.  In the future, Take-Two may also consider whether other items should also be excluded in calculating the Non-GAAP financial measures used by the Company.  Management believes that the presentation of these Non-GAAP financial measures provides investors with additional useful information to measure Take-Two’s financial and operating performance.  In particular, the measures facilitate comparison of operating performance between periods and help investors to better understand the operating results of Take-Two by excluding certain items that may not be indicative of the Company’s core business, operating results or future outlook.  Internally, management may use these Non-GAAP financial measures in assessing the company’s operating results and in planning and forecasting.  In addition to the Non-GAAP financial measures provided in this press release, see the Company’s website for additional information regarding our non-GAAP results.

Final Results

The financial results discussed herein are presented on a preliminary basis; final data will be included in Take-Two’s Quarterly Report on Form 10-Q for the period ended December 31, 2015.

About Take-Two Interactive Software

Headquartered in New York City, Take-Two Interactive Software, Inc. is a leading developer, publisher and marketer 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 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, 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, 2015, including the risks summarized in the section entitled “Risk Factors,” the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015, 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

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share amounts)

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES

RECONCILIATION OF GAAP TO Non-GAAP MEASURES (Unaudited)

(in thousands, except per share amounts)