Take-Two Interactive Software, Inc. (NASDAQ:TTWO) September 2015 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 June 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. COMPANY OVERVIEW • A leading global producer and distributor of interactive entertainment, the strongest growth segment of the entertainment industry • Proven organic growth strategy focused on building compelling interactive entertainment franchises World-class creative teams Diverse portfolio of industry-leading intellectual property Focused on driving ongoing engagement and recurrent consumer spending • Sound financial foundation • Positioned for long-term growth and margin expansion EXPANDING MARKET OPPORTUNITY Estimated Global Video Game Market 6% CAGR ($ in Billions) 100 90 80 70 60 $80B $85B $89B $91B $91B 2018 2019 $69B 50 40 30 20 10 0 2014 2015 Source: International Development Group, April 2015. Excludes hardware. 2016 2017 PROVEN ORGANIC GROWTH STRATEGY Emerging Platforms Distribution Across All Relevant Platforms Traditional Retail Innovative Marketing Compelling Interactive Entertainment Franchises World-Class Creative Teams Established IP New IP WORLD-CLASS CREATIVE TEAMS 2,100 in-house development studio staff * • Groundbreaking action / adventure blockbuster titles • Focused on internally owned and developed intellectual property • 7 internal studios • High-quality titles for a range of gamers across all key platforms • Shooter, action, role-playing, strategy and sports titles • Owned intellectual property and long-term licensed brands • 10 internal studios * Approximate headcount as of June 30, 2015. WORLD-CLASS CREATIVE TEAMS • Track record of developing the industry’s highest quality products: #1-rated title for Xbox One and PS4 – Grand Theft Auto V 4 of the 10 highest-rated titles for Xbox 360 and PS3 Rank Title 1 2 3 4 5 6 7 8 9 10 Grand Theft Auto IV Grand Theft Auto V BioShock The Orange Box Mass Effect 2 The Elder Scrolls V: Skyrim Red Dead Redemption Portal 2 Batman: Arkham City Gears of War Source: Metacritic.com as of September 14. 2015. Average Metascore 98 97 96 96 96 96 95 95 94 94 Average Metascore Rank Title 1 2 3 4 5 6 7 8 9 Grand Theft Auto IV Grand Theft Auto V Uncharted 2: Among Thieves Batman: Arkham City LittleBigPlanet Red Dead Redemption The Last of Us Portal 2 BioShock Infinite 98 97 96 96 95 95 95 95 94 10 Call of Duty: Modern Warfare 2 94 DIVERSE PORTFOLIO OF INDUSTRY-LEADING INTELLECTUAL PROPERTY • 11 franchises with individual titles that have sold-in 5 million units BioShock Max Payne Borderlands Midnight Club Carnival Games NBA 2K Grand Theft Auto Red Dead L.A. Noire Sid Meier’s Civilization Mafia • 8 new franchises added since 2007 BioShock L.A. Noire Borderlands The Darkness Carnival Games WWE 2K Evolve XCOM • More than 45 multi-million unit selling titles DIVERSE PORTFOLIO OF INDUSTRY-LEADING INTELLECTUAL PROPERTY THE GRAND THEFT AUTO SERIES • Created by Rockstar Games • Industry’s most iconic and critically acclaimed brand • Pioneered and continues to redefine the open-world action genre • Series has sold-in over 220 million units, including more than 54 million units of Grand Theft Auto V • Grand Theft Auto V reached $1 billion in retail sales faster than any entertainment release in history • Driving ongoing engagement through Grand Theft Auto Online DIVERSE PORTFOLIO OF INDUSTRY-LEADING INTELLECTUAL PROPERTY OTHER TOP ROCKSTAR SERIES • Rejuvenated the western entertainment genre • Red Dead Redemption has sold-in more than 14 million units • Innovative open-world multiplayer • Utilized revolutionary facial animation technology and deep story to blur the lines between film and games • First video game to be an official selection of the Tribeca Film Festival • Commercially successful expansion content • The Midnight Club series created the open-city street racing genre • Rockstar Games’ most technologically sophisticated and cinematic action-shooter to date DIVERSE PORTFOLIO OF INDUSTRY-LEADING INTELLECTUAL PROPERTY THE NBA 2K SERIES • Top-selling and top-rated NBA simulation video game* • Series has sold-in over 45 million units • Three most recent annual releases have sold-in over 7 million units • Revenue has grown at 27% CAGR over past 6 releases • Highly successful virtual currency • Extending franchise with NBA 2K Online in Asia * According to 2008-2015 Metacritic.com and The NPD Group estimates of U.S. retail video game sales through August 2015. DIVERSE PORTFOLIO OF INDUSTRY-LEADING INTELLECTUAL PROPERTY OTHER TOP 2K SERIES • Critically acclaimed, role-playing shooter • Unique, artistic, narrative-driven shooter • Franchise has sold-in over 26 million units • Franchise has sold-in over 27 million units • Borderlands 2 is 2K’s top-selling title with over 13 million units sold-in to date • BioShock is the highest-rated first-person shooter of all time • Successful add-on content • One of world’s top strategy titles for the PC • Franchise has sold-in more than 31 million units • Successful add-on episodes • Expanding brand in Asia with Civilization Online DIVERSE PORTFOLIO OF INDUSTRY-LEADING INTELLECTUAL PROPERTY OTHER TOP 2K SERIES • Authentic, action-packed gangster saga • Reimagined classic franchise as critically acclaimed, turn-based strategy game • Popular, World Wrestling Entertainment video game franchise released annually • Unique 4 vs 1 cooperative and competitive shooter • WWE 2K15 has sold-in over 3 million units, up 40% versus last year’s release • WWE SuperCard is T2’s most financially successful free-to-play mobile offering • Only title in history to win “Game of Show” at both E3 and Gamescom in same year CAPITALIZING ON GROWTH OF DIGITAL DISTRIBUTION Digitally-Delivered Revenue $616M $435M $264M $107M Digital as % of Total FY 2012 FY 2013 FY 2014 13% 22% 18% Full-game downloads FY 2015 Recurrent consumer spending Note: All data is Non-GAAP. See the attached Glossary for a discussion of Non-GAAP financial measures and cautionary statement, and a reconciliation of Non-GAAP net revenues to GAAP net revenues. 37% DRIVING VALUE FROM RECURRENT CONSUMER SPENDING • Virtual currency and online games Disc • Add-on content Sep‘12 Nov‘12 Jan‘13 Oct‘13 Apr ‘13 DLC Oct‘12 Feb‘13 Innovative subscription offerings: May ‘13 Jun‘13 Sep‘13 Oct‘13 Nov‘13 Dec‘13 Feb‘14 Apr ‘14 EXPANDING OFFERINGS FOR TABLETS AND SMARTPHONES • Core gaming experiences optimized for smaller screens • Mobile applications integrated with core console releases NBA 2K Everywhere Console Grand Theft Auto V Companion Apps Evolve: Hunters Quest Mobile Companion App SOUND FINANCIAL FOUNDATION • Strong balance sheet and capital reserve $1.2 billion in cash and short-term investments (1) $100 million undrawn credit line Ability to settle convertible notes using stock; potential dilution reflected in fully diluted share count • Investing to drive profitable long-term growth Organic opportunities Disciplined approach to acquisitions • Opportunistically returning cash to shareholders Repurchased $277 million in stock at average price of $17.05 per share in late 2013 Authorization to repurchase up to 10 million additional shares (1) As of June 30, 2015 TRACK RECORD OF REVENUE GROWTH Non-GAAP Net Revenue (1) ($ in Millions) 10% CAGR 3,000 $2,414M 2,500 Record year due to launch of Grand Theft Auto V 2,000 $1,669M 1,500 $1,222M $1,137M 1,000 $1,3001,400M $826M $763M Fewer new releases planned versus FY2015 500 0 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016E (2) (1) See the attached Glossary for a discussion of Non-GAAP financial measures and cautionary statement, and a reconciliation of Non-GAAP revenue to GAAP revenue. (2) Non-GAAP financial outlook as of August 10, 2015. TRANSFORMED TO DELIVER CONSISTENT PROFITABILITY Non-GAAP Net Income Per Share (1) 5.00 $4.26 4.00 Record year due to launch of Grand Theft Auto V 3.00 $1.98 2.00 $0.75 $1.00 $1.02 1.00 Strong margins despite fewer new releases $0.36 0.00 FY 2010 -1.00 -2.00 (0.85) FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016E (2) ($0.71) Expect to be profitable (Non-GAAP) every year for the foreseeable future (1) See the attached Glossary for a discussion of Non-GAAP financial measures and cautionary statement, and a reconciliation of Non-GAAP earnings (loss) per share to GAAP earnings (loss) per share. (2) Non-GAAP financial outlook as of August 10, 2015. Excludes net effect from deferral in net revenues and related cost of goods sold of ($0.51) per share, stock based compensation expense of $0.46 per share, business reorganization, restructuring and related expenses of $0.01 per share, non cash amortization of $0.15 per share, and non-cash tax expense of $0.02 per share. ROBUST DEVELOPMENT PIPELINE • Key releases for fiscal 2016 Released for PC on 4/14/15 Released for PC on 4/14/15 • Long-term development pipeline: coming in fiscal 2017 Numerous unannounced titles in development, including groundbreaking new IP and new releases from our proven franchises Innovative digitally-delivered offerings designed to drive recurrent consumer spending SUMMARY • Global interactive entertainment company focused on building compelling franchises • World-class creative talent • Diverse portfolio of industry-leading intellectual property • Actively investing in digitally delivered content, evolving business models and emerging platforms • Sound financial foundation • Positioned for long-term growth and margin expansion 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, restructuring and related expenses – 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. • Loss on extinguishment of debt – the Company recorded a loss on extinguishment of debt as a result of settling its 4.375% Convertible Notes in August 2013. The Company excludes the impact of such transactions when evaluating the Company’s operating performance. Management does not believe this loss reflects the Company's primary business, ongoing operating results or future outlook. As such, the Company believes it is appropriate to exclude this loss from its Non-GAAP financial measures. • Gain on convertible note hedge and warrants, net – the Company entered into unwind agreements with respect to its convertible note hedge and warrant transactions. As a result of the unwind agreements, these transactions were accounted for as derivatives whereby gains and losses resulting from changes in the fair value were reported as a gain on convertible note hedge and warrants, net. The Company excludes the impact of such transactions when evaluating the Company’s operating performance. Management does not believe these gains and losses reflect the Company's primary business, ongoing operating results or future outlook. As such, the Company believes it is appropriate to exclude these gains and losses from its Non-GAAP financial measures. • 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 investments, 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. • Discontinued operations – the Company does not engage in sales of subsidiaries on a regular basis and therefore believes it is appropriate to exclude such gains (losses) from its Non-GAAP financial measures. As the Company is no longer active in its discontinued operations, it believes it is appropriate to exclude income (losses) thereon 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. GLOSSARY Reconciliation of GAAP to Non-GAAP Measures (in millions, except per share data, totals may not foot due to rounding) Fiscal 2010 Fiscal 2011 Fiscal 2012 Fiscal 2013 Fiscal 2014 Fiscal 2015 $762.9 $1,136.9 $825.8 $1,214.5 $2,350.6 $1,082.9 - - - 7.8 63.1 585.8 $762.9 $1,136.9 $825.8 $1,222.3 $2,413.7 $1,668.8 $(123.0) $48.5 $(108.8) $(29.5) $361.6 $(279.5) - - - 6.7 36.2 451.7 26.5 28.7 33.5 35.8 78.1 36.2 Business reorganization and related 1.1 1.7 1.0 0.9 4.5 0.2 Professional fees and legal matters 0.1 0.8 0.2 - - - Non-cash amortization of discount on Convertible Notes 5.5 7.4 11.7 18.9 22.8 18.9 Loss on extinguishment of debt - - - - 9.0 - Gain on convertible note hedge and warrants, net - - - - (3.5) 5.1 1.9 1.9 2.0 1.9 1.7 18.8 5.3 1.1 (1.7) 0.1 - - - - - - (10.0) $(65.9) $94.3 $(59.4) $33.1 $510.7 $219.2 GAAP earnings (loss) per share $(1.58) $0.56 $(1.31) $(0.34) $3.20 $(3.48) Non-GAAP earnings (loss) per share $(0.85) $1.02 $(0.71) $0.36 $4.26 $1.98 GAAP 77.9 86.1 83.4 85.6 124.7 80.4 Non-GAAP 77.9 99.1 83.4 92.3 122.6 114.0 Net Revenues GAAP Net Revenues Net effect from deferral in net revenues Non-GAAP Net Revenues Net Income (Loss) GAAP Net Income (Loss) Net effect from deferral in net revenues Stock-based compensation Non-cash tax expense Discontinued operations Gain on long-term investments, net Non-GAAP Net Income (Loss) Diluted Earnings (Loss) Per Share Number of diluted shares used in computation
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