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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C 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 8, 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 February 8, 2021, 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, 2020. 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 8, 2021 relating to Take-Two Interactive Software, Inc.’s financial results for its third fiscal quarter ended December 31, 2020. 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: February 8, 2021 3 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (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 Third Quarter 2021 GAAP net revenue was $860.9 million GAAP net income per diluted share increased 10% to $1.57 GAAP net cash provided by operating activities for the nine-months ended December 31, 2020 increased 79% to $787.7 million Adjusted Unrestricted Operating Cash Flow (Non-GAAP) for the nine-months ended December 31, 2020 increased 56% to $854.3 million Net Bookings were $814.3 million Company again raises outlook for fiscal year 2021, including record Net Bookings New York, NY – February 8, 2021 – Take-Two Interactive Software, Inc. (NASDAQ: TTWO) today reported strong results for its fiscal third quarter 2021 ended December 31, 2020. In addition, the Company provided its initial outlook for its fiscal fourth quarter ending March 31, 2021 and again increased its outlook for the fiscal year 2021, ending March 31, 2021. For additional information, please see the fiscal third quarter 2021 results slide deck posted to the Company’s investor relations website at http://ir.take2games.com. Fiscal Third Quarter 2021 Financial Highlights GAAP net revenue was $860.9 million, as compared to $930.1 million in last year’s fiscal third quarter. Recurrent consumer spending (which is generated from ongoing consumer engagement and includes virtual currency, add-on content and in-game purchases) increased 57% and accounted for 62% of total GAAP net revenue. The largest contributors to GAAP net revenue in fiscal third 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 offerings; the Mafia: Definitive Editions and Mafia: Trilogy; Borderlands® 3; the WWE® series; and Sid Meier’s Civilization VI. 1 Digitally-delivered GAAP net revenue increased 4% to $728.5 million, as compared to $700.3 million in last year’s fiscal third quarter, and accounted for 85% of total GAAP net revenue. The largest contributors to GAAP digitally-delivered net revenue in fiscal third quarter 2021 were NBA 2K20 and NBA 2K21; Grand Theft Auto Online and Grand Theft Auto V; Red Dead Redemption 2 and Red Dead Online; Social Point’s mobile offerings; Borderlands 3; the Mafia Definitive Editions and Mafia: Trilogy; the WWE series; and Sid Meier’s Civilization VI. GAAP net income increased 11% to $182.2 million, or $1.57 per diluted share, as compared to $163.6 million, or $1.43 per diluted share, for the comparable period last year. GAAP net income included the favorable impact of a gain on long-term investments of approximately $40.6 million due to the sale of a portion of one of our investments and the resulting increase in value of the remaining portion of that investment. During the nine-month period ended December 31, 2020, GAAP net cash provided by operating activities increased 79% to $787.7 million, as compared to $440.0 million in the same period last year. During the nine-month period ended December 31, 2020, Adjusted Unrestricted Operating Cash Flow (Non-GAAP), which is defined as GAAP net cash from operating activities, adjusted for changes in restricted cash, increased 56% to $854.3 million, as compared to $547.9 million in the same period last year (please see the section below titled “Non-GAAP Financial Measure” for additional information). As of December 31, 2020, the Company had cash and short-term investments of $2.42 billion. Included in our restricted cash as of December 31, 2020 was the cash portion of our offer to acquire Codemasters Group Holdings PLC (“Codemasters”), a UK-based game publisher and developer. As of January 13, 2021, the offer lapsed, and the cash was no longer restricted. 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 December 31, 2020 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 $ 860,889 (46,607) Cost of goods sold 346,244 9,848 (13,100) (6,428) Gross profit 514,645 (56,455) 13,100 6,428 Operating expenses 338,588 (28,016) 377 (3,427) (3,494) Income from operations 176,057 (56,455) 41,116 (377) 3,427 9,922 Interest and other, net 1,098 (2,874) Gain on long-term investments, net 39,291 (39,291) Income before income taxes 216,446 (59,329) 41,116 (377) 3,427 9,922 (39,291) In order to calculate net income per diluted share for management reporting purposes, the Company uses its fully diluted share count of 116.1 million. 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. 2 During fiscal third quarter 2021, total Net Bookings were $814.3 million, as compared to $888.2 million during last year’s fiscal third quarter. Net Bookings from recurrent consumer spending grew 30% and accounted for 58% of total Net Bookings.
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