UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C
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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): May 18, 2021 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 110 West 44th Street, New York, New York 10036 (Address of principal executive offices) (Zip Code) 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): ☐ 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $.01 par value TTWO NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02 Results of Operations and Financial Condition On May 18, 2021, Take-Two Interactive Software, Inc. (the “Company”) issued a press release announcing the financial results of the Company for its fourth fiscal quarter and fiscal year ended March 31, 2021. 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 May 18, 2021 relating to Take-Two Interactive Software, Inc.’s financial results for its fourth fiscal quarter and fiscal year ended March 31, 2021. 10.4 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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. TAKE-TWO INTERACTIVE SOFTWARE, INC. (Registrant) By: /s/ Matthew Breitman Matthew Breitman Senior Vice President, General Counsel Americas & Corporate Secretary Date: May 18, 2021 3 Exhibit 99.1 CONTACT: FOR IMMEDIATE RELEASE (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications& Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software,Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two Interactive Software, Inc. Reports Strong Results for Fiscal Year 2021 GAAP Net revenue grew 9% to $3.373 billion GAAP Net income increased 46% to $588.9 million or $5.09 per diluted share GAAP Net cash provided by operating activities was $912.3 million Adjusted Unrestricted Operating Cash Flow (Non-GAAP) was $920.3 million Net Bookings grew 19% to $3.553 billion New York, NY – May 18, 2021 – Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today reported strong results for its fourth quarter and fiscal year 2021, ended March 31, 2021, and provided its initial outlook for its fiscal year 2022, ending March 31, 2022 and fiscal first quarter 2022, ending June 30, 2021. Fiscal Fourth Quarter 2021 Financial Highlights GAAP net revenue grew 10% to $839.4 million, as compared to $760.5 million in last year’s fiscal fourth quarter. Recurrent consumer spending (which is generated from ongoing consumer engagement and includes virtual currency, add-on content and in-game purchases) increased 38% and accounted for 67% of total GAAP net revenue. The largest contributors to GAAP net revenue in fiscal fourth quarter 2021 were NBA® 2K21 and NBA 2K20, Grand Theft Auto® Online and Grand Theft Auto V, Red Dead Redemption 2 and Red Dead Online, Social Point’s mobile games, Sid Meier’s Civilization® VI, Borderlands 3, and NBA Online. Digitally-delivered GAAP net revenue grew 19% to $753.3 million, as compared to $634.7 million in last year’s fiscal fourth quarter, and accounted for 90% of total GAAP net revenue. The largest contributors to digitally-delivered GAAP net revenue in fiscal fourth quarter 2021 were NBA 2K21 and NBA 2K20, Grand Theft Auto Online and Grand Theft Auto V, Red Dead Redemption 2 and Red Dead Online, Social Point’s mobile games, Sid Meier’s Civilization VI, Borderlands 3, and NBA Online. 1 GAAP net income grew 78% to $218.8 million, or $1.88 per diluted share, as compared to $122.7 million, or $1.07 per diluted share, for the year-ago period. GAAP net income included the reversal of expense of approximately $69.5 million related to forfeitures of previously granted stock awards. The following data, together with a management reporting tax rate of 16%, are used internally by the Company’s management and Board of Directors to adjust the Company’s GAAP financial results in order to facilitate comparison of its operating performance between periods and to better understand its core business and future outlook: Three Months Ended March 31, 2021 Financial Data Change in deferred net Amortization revenue & impairment Gain on long- Statement and related Impact of of acquired term of cost of Stock-based business Business intangible investments, $ in thousands operations goods sold compensation reorganization acquisition assets net Net revenue $ 839,431 (54,899) Cost of goods sold 279,647 (10,792) 52,821 (6,465) Gross profit 559,784 (44,107) (52,821) 6,465 Total operating expenses 303,967 (23,459) 134 (1,378) (3,506) Income from operations 255,817 (44,107) (29,362) (134) 1,378 9,971 Interest and other, net (3,226) 2,425 499 Gain on long-term investments, net 1,000 (1,000) Income before income taxes 253,591 (41,682) (29,362) (134) 1,877 9,971 (1,000) In order to calculate net income per diluted share for management reporting purposes, the Company uses its fully diluted share count of 116.3 million. Fiscal Fourth Quarter Operational Metric – Net Bookings Net Bookings is defined as the net amount of products and services sold digitally or sold-in physically during the period, and includes licensing fees, merchandise, in-game advertising, strategy guides and publisher incentives. Total Net Bookings grew 8% to $784.5 million, as compared to $729.4 million during last year’s fiscal fourth quarter. Net Bookings from recurrent consumer spending grew 17% year-over-year and accounted for 67% of total Net Bookings. The largest contributors to Net Bookings were NBA 2K21, Grand Theft Auto Online and Grand Theft Auto V, Red Dead Redemption 2 and Red Dead Online, Social Point’s mobile games, Sid Meier’s Civilization VI, Borderlands 3, Two Dots, NBA Online, and WWE SuperCard. Catalog accounted for $514.7 million of Net Bookings led by Grand Theft Auto, Red Dead Redemption, and Sid Meier’s Civilization. Digitally-delivered Net Bookings grew 8% to $723.7 million, as compared to $672.1 million in last year’s fiscal fourth quarter, and accounted for 92% of total Net Bookings. The largest contributors to digitally-delivered Net Bookings in fiscal fourth quarter 2021 were NBA 2K21, Grand Theft Auto Online and Grand Theft Auto V, Red Dead Redemption 2 and Red Dead Online, Sid Meier’s Civilization VI, Social Point’s mobile games, Borderlands 3, and NBA Online. 2 Fiscal Year 2021 Financial Highlights GAAP net revenue grew 9% to $3.373 billion, as compared to $3.089 billion in fiscal year 2020. Recurrent consumer spending increased 50% and accounted for 62% of total GAAP net revenue. The largest contributors to GAAP net revenue in fiscal year 2021 were NBA 2K21 and NBA 2K20, Grand Theft Auto Online and Grand Theft Auto V, Red Dead Redemption 2 and Red Dead Online, Borderlands 3, Social Point’s mobile games, Sid Meier’s Civilization VI, and PGA TOUR 2K21. Digitally-delivered GAAP net revenue grew 23% to $2.919 billion, as compared to $2.379 billion in fiscal year 2020, and accounted for 87% of total GAAP net revenue.