Activision Blizzard, Inc.
Activision Blizzard, Inc. (Form: 8-K, Received: 05/05/2016 17:02:38)

 

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):  May 5, 2016

 

                  ACTIVISION BLIZZARD, INC.                     

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware

 

001-15839

 

95-4803544

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

3100 Ocean Park Boulevard,
Santa Monica, CA

 

 

 

90405

(Address of Principal Executive
Offices)

 

 

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:  (310) 255-2000

 

 

 

 

 

(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))

 



 

Certain Information Not Filed .  The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such Item 2.02 or such Exhibit 99.1 or any of the information contained therein be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 2.02.                               Results of Operations and Financial Condition.

 

On May 5, 2016, Activision Blizzard, Inc. (the “Company”) issued a press release announcing results for the Company for the fiscal quarter ended March 31, 2016. A copy of the press release is attached hereto as Exhibit 99.1.  As previously announced, the Company is hosting a conference call and webcast in conjunction with that release.

 

Item 9.01.                               Financial Statements and Exhibits.

 

(d)  Exhibits

 

99.1                     Press Release dated May 5, 2016 (furnished not filed)

 

2



 

SIGNATURE

 

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.

 

Date: May 5, 2016

ACTIVISION BLIZZARD, INC.

 

 

 

 

 

By:

 /s/  DENNIS DURKIN

 

 

 

 Dennis Durkin

 

 

 

 Chief Financial Officer

 

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated May 5, 2016 (furnished not filed)

 

4


Exhibit 99.1

 

ACTIVISION BLIZZARD ANNOUNCES BETTER-THAN-EXPECTED

FIRST QUARTER 2016 FINANCIAL RESULTS

 

 

Company Increases CY 2016 Revenues and EPS Outlook

 

Company’s Network is More Than Half a Billion Monthly Active Users A

 

Record Q1 Non-GAAP Revenues and EPS, Growing 29% and 44% Respectively Year-over-Year

 

Record Quarterly Digital Revenues

 

 

Santa Monica, CA – May 5, 2016 – Activision Blizzard, Inc. (Nasdaq: ATVI) today announced better-than-expected financial results for the first quarter of 2016.

 

 

 

 

First Quarter

 

(in millions, except EPS)

 

2016

 

Prior
Outlook*

 

2015

 

GAAP

 

 

 

 

 

 

 

 Net Revenues

 

$

1,455

 

$

1,260

 

$

1,278

 

 EPS

 

$

0.45

 

$

0.21

 

$

0.53

 

Non-GAAP

 

 

 

 

 

 

 

 Net Revenues

 

$

908

 

$

800

 

$

703

 

 EPS

 

$

0.23

 

$

0.11

 

$

0.16

 

 

*Prior outlook was provided by the company on February 11, 2016 in its earnings release.

 

For the quarter ended March 31, 2016, Activision Blizzard’s GAAP net revenues were a Q1 record $1.46 b illion, as compared with $1.28 billion for the first quarter of 2015. On a non-GAAP basis, the company’s net revenues were a Q1 record $908 million, as compared with $703 million for the first quarter of 2015.  For the first quarter, GAAP net revenues from digital channels were an all-time quarterly record of $926 million, up 59% year-over-year, and represented a Q1 record 64% of the company’s total revenues.  On a non-GAAP basis, net revenues from digital channels were an all-time quarterly record of $797 million, up 48% year-over-year, and represented an all-time quarterly record of 88% of the company’s total revenues.

 

For the quarter ended March 31, 2016, Activision Blizzard’s GAAP earnings per diluted share were $0.45, as compared with $0.53 for the first quarter of 2015, down year-over-year primarily due to purchase price accounting related to the acquisition of King Digital Entertainment.  On a non-GAAP basis, the company’s earnings per diluted share were a Q1 record $0.23, as compared with $0.16 for the first quarter of 2015.

 

1



 

Activision Blizzard Announces Q1 2016 Financial Results

 

 

Please refer to the tables at the back of this press release for a reconciliation of the company’s GAAP and non-GAAP results.

 

Bobby Kotick, Chief Executive Officer of Activision Blizzard, said, “This quarter we over-performed our non-GAAP February guidance by $108 million in revenue and $0.12 in earnings per share. We have a strong core business and more opportunities ahead of us than ever before, and talent continues to be our greatest asset.”

 

Kotick added, “We are grateful to be honored again by FORTUNE as one of the ‘100 Best Companies to Work For ® ,’ moving up 19 spots in the ranking from last year.”

 

Kotick continued, “Our long-term growth prospects have never been more exciting and we are fortunate to have the most able, capable people to pursue them.”

 

Selected Business Highlights:

 

Expanding Audience Reach

·                  On February 23, 2016, Activision Blizzard completed the acquisition of King. The company now has 544 million MAUs A .

 

·                  Activision had the biggest Q1 online player community in its history, with MAUs A  of 55 million, up 10% year-over-year. Activision continues to have four of the top 10 games on next-generation consoles life-to-date, including Call of Duty ® : Black Ops III at No. 1. 1  Call of Duty MAUs A  were up quarter-over-quarter and year-over-year, setting another all-time record for the franchise.

 

·                 Blizzard had the biggest Q1 online player community in its history, with MAUs A  of 26 million, up 23% year-over-year, reflecting strong engagement with the broader portfolio. Hearthstone ® : Heroes of Warcraft  surpassed the 50 million registered player milestone.

 

·                  King’s 463 million MAUs A  were up 3% quarter-over-quarter. King had three of the top-15-grossing titles in the U.S. mobile app stores for the 9th quarter in a row. 2

 

Deepening Engagement

·                  Activision Blizzard, including King, had about 42 billion hours of played and watched time spent over the past twelve months. This is in-line with or above video viewing on some of the largest entertainment networks in the world, including Netflix, Facebook and the major professional US sports leagues on national TV combined (including the NFL, NBA, MLB, NHL, and MLS).

 

Player Investment

·                  Activision Blizzard non-GAAP revenues from in-game content increased 20% year-over-year on the base Activision and Blizzard businesses, and increased 80% with the inclusion of King’s stub quarter results.

 

2



 

Activision Blizzard Announces Q1 2016 Financial Results

 

 

·                  Activision’s first quarter non-GAAP revenues and operating income grew substantially year-over-year, with non-GAAP digital revenues achieving a Q1 record. Call of Duty is setting new records for in-game content sales. The franchise more than doubled the number of players who chose to purchase in-game content while maintaining average revenue per paying user.

 

·                  Blizzard’s Hearthstone: Heroes of Warcraft delivered 20% non-GAAP revenue growth, compared to the prior-year quarter.

 

·                  King’s metrics improved quarter-over-quarter, in terms of the number of monthly unique payers, gross bookings per paying player, as well as overall gross bookings when these metrics are measured on the same basis as in 2015. The Candy Crush ™ franchise returned to growth as well, driven by the Q1 launch of Candy Crush Jelly Saga ™ and continued strong performance of the first two Candy Crush games.

 

Company Outlook:

 

·                  From March 30-April 3, 2016, Activision Blizzard Media Networks broadcasted Major League Gaming’s Major Championship for Valve’s Counter-Strike: Global Offensive, which set new viewership records for the game.

 

·                  On April 4, 2016, Activision concluded the Stage 1 Pro Division Finals of The Call of Duty World League . The 2016 Call of Duty Championships will take place this fall, where teams will compete for a $3 million prize pool.

 

·                  From April 9-10, 2016, Blizzard’s Heroes of the Dorm ™ collegiate tournament, featuring online team brawler Heroes of the Storm ® , was live telecast on ESPN networks during prime time. The audience for the telecast grew 17% versus the 2015 championship.

 

·                  On April 12, 2016, Activision and its partners at Bungie launched an update for Destiny , adding content and gameplay improvements which drove engagement increases. Destiny now has nearly 30 million registered players. Later this year, Activision and Bungie plan to release a large new expansion for the Destiny universe.

 

·                  On April 19, 2016, Activision released the second of four map packs for Call of Duty: Black Ops III , delivering four new, epic multiplayer maps in addition to an all-new Zombies experience, available first on PlayStation 4.

 

·                  On April 26, 2016, Blizzard released the third expansion for Hearthstone: Heroes of Warcraft , Whispers of the Old Gods ™, which has 134 new collectible cards. Followin g the launch of the expansion, the game reached a record number of daily active users and hours per daily active user.

 

3



 

Activision Blizzard Announces Q1 2016 Financial Results

 

·                  On May 2, 2016, Activision revealed the highly-anticipated Call of Duty: Infinite Warfare , set in space and releasing on November 4. This is the first release on a 3-year development cycle from award-winning studio, Infinity Ward. The Legacy and Digital Deluxe Editions come with a next-generation remastered copy of Call of Duty: Modern Warfare ® , one of the most beloved games for the franchise.

 

·                  On May 24, 2016, Blizzard’s team-based shooter, Overwatch ™, will be coming to PlayStation 4, Xbox One, and PC. Early access to the open beta on all platforms began on May 3 rd ; the open beta test will run through May 9 th  and already has millions of people playing.

 

·                 On August 30, 2016, Blizzard is expected to launch its highly anticipated World of Warcraft ®  expansion, Legion , following the Q2 release of the Warcraft film, produced by Legendary Pictures, in theaters worldwide. World of Warcraft remains the No. 1 subscription - based MMORPG in the world.

 

·                  Blizzard Entertainment announced that its tenth BlizzCon® will be returning to the Anaheim Convention Center on Friday, November 4, and Saturday, November 5. Thousands of tickets again sold out in a matter of minutes.

 

·                 Activision expects a new Skylanders ®  game to launch in 2016 along with Skylanders Academy , a new TV series celebrating the beloved kids franchise.

 

·                  Based on its first quarter results, Activision Blizzard is raising its full-year net revenues and earnings per share outlook. The company’s second-quarter and full-year net revenues and earnings per share outlook are as follows:

 

 

 

(in millions, except EPS)

 

GAAP
Outlook

 

Non-GAAP
Outlook

 

 

 

 

 

 

 

CY 2016   

 

 

 

 

 

  Net Revenues

 

$

6,130

 

    $

6,275

 

  EPS

 

$

0.69

 

    $

1.78

 

  Fully Diluted Shares*

 

765

 

765

 

 

 

 

 

 

 

Q2 2016  

 

 

 

 

 

  Net Revenues

 

$

1,425

 

    $

1,375

 

  EPS

 

$

0.10

 

    $

0.38

 

  Fully Diluted Shares*

 

755

 

755

 

 

* Fully diluted weighted average shares include participating securities and dilutive options on a weighted average basis.

 

Currency Assumptions for 2016 Outlook:

·                  $1.12 USD/Euro for current outlook (vs. average of $1.11 for 2015 and $1.33 for 2014)

 

4



 

Activision Blizzard Announces Q1 2016 Financial Results

 

·                  $1.45 USD/British Pound Sterling for current outlook (vs. average of $1.53 for 2015 and $1.65 for 2014)

 

Debt Repayment and Cash Dividend

 

On February 2, 2016, the Board of Directors authorized repayments of up to $1.5 billion of our outstanding debt during 2016.  As of March 31, 2016, we have made prepayments to reduce our total outstanding term loans by $500 million. Furthermore, the company declared a cash dividend of $0.26 per common share to be paid on May 11th to shareholders of record at the close of business on March 30, 2016.

 

Conference Call

Today at 4:30 p.m. EDT, Activision Blizzard’s management will host a conference call and Webcast to discuss the company’s results for the quarter ended March 31, 2016 and management’s outlook for the remainder of the calendar year. The company welcomes all members of the financial and media communities and other interested parties to visit the “Investor Relations” area of www.activisionblizzard.com to listen to the conference call via live Webcast or to listen to the call live by dialing into 888-631-5930 in the U.S. with passcode 3541786 .

 

About Activision Blizzard

Activision Blizzard, Inc., a member of the S&P 500, is the world’s most successful standalone interactive entertainment company. We delight over 500 million monthly active users around the world through franchises including Activision’s Call of Duty®, Destiny and Skylanders®, Blizzard Entertainment’s World of Warcraft®, StarCraft®, Diablo® and Hearthstone®: Heroes of Warcraft™, and King’s Candy Crush , Pet Rescue and Farm Heroes . The company is one of the Fortune “100 Best Companies To Work For®”. Headquartered in Santa Monica, California, Activision Blizzard has operations throughout the world, and its games are played in 196 countries. More information about Activision Blizzard and its products can be found on the company’s website, www.activisionblizzard.com .

 

1  Based on data from the NPD Group and GfK Chart-Track

2  U.S. ranking for Apple App Store and Google Play Store, per App Annie Intelligence for first quarter 2015

 

A  Monthly Active User (“MAU”) Definition:   We monitor MAUs as a key measure of the overall size of our user base and their regular engagement with our portfolio of games. MAUs are the number of individuals who played a particular game in a given month. We calculate average MAUs in a period by adding the total number of MAUs in each of the months in a given period and dividing by the number of months in the period.  An individual who plays two of our games would be counted as two users.  For Activision Publishing and King MAUs, an individual who plays the same game on two platforms or devices in the relevant period would be counted as two users due to technical limitations.  For Blizzard MAUs, an individual who plays the same game on two platforms or devices in the relevant period would be counted as one user.

 

Non-GAAP Financial Measures:   As a supplement to our financial measures presented in accordance with Generally Accepted Accounting Principles (“GAAP”), Activision Blizzard presents certain non-GAAP measures of financial performance. These non-GAAP financial measures are not intended to be considered in isolation from, as a substitute for, or as more important than, the financial information prepared and presented in accordance with GAAP.  In addition, these non-GAAP measures have limitations in that they do not reflect all of the items associated with the company’s results of operations as determined in accordance with GAAP.

 

5



 

Activision Blizzard Announces Q1 2016 Financial Results

 

 

Activision Blizzard provides net revenues, net income (loss), earnings (loss) per share and operating margin data and guidance both including (in accordance with GAAP) and excluding (non-GAAP) certain items. When relevant, the Company also provides constant FX information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. In addition, Activision Blizzard provides EBITDA (defined as GAAP net income (loss) before interest (income) expense, income taxes, depreciation and amortization) and adjusted EBITDA (defined as non-GAAP operating margin (see non-GAAP financial measure below) before depreciation).  The non-GAAP financial measures exclude the following items, as applicable in any given reporting period:

 

·                   the change in deferred revenues and related cost of sales with respect to certain of the company’s online-enabled games;

·                   expenses related to stock-based compensation;

·                   the amortization of intangibles from purchase price accounting;

·                   fees and other expenses related to the King acquisition, inclusive of related debt financings; and

·                   the income tax adjustments associated with any of the above items.

 

In the future, Activision Blizzard 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 Activision Blizzard’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 Activision Blizzard by excluding certain items that may not be indicative of the company’s core business, operating results or future outlook.  Internally, management uses these non-GAAP financial measures in assessing the company’s operating results, and measuring compliance with the requirements of the company’s debt financing agreements, as well as in planning and forecasting.

 

Activision Blizzard’s non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles, and the terms non-GAAP net revenues, non-GAAP net income, non-GAAP earnings per share, non-GAAP operating margin, and non-GAAP or adjusted EBITDA do not have a standardized meaning. Therefore, other companies may use the same or similarly named measures, but exclude different items, which may not provide investors a comparable view of Activision Blizzard’s performance in relation to other companies.

 

In addition to the reasons stated above, which are generally applicable to each of the items Activision Blizzard excludes from its non-GAAP financial measures, there are additional specific reasons why the company believes it is appropriate to exclude the change in deferred revenues and related cost of sales with respect to certain of the company’s online-enabled games.

 

Since Activision Blizzard has determined that some of our games’ online functionality represents an essential component of gameplay and, as a result, a more-than-inconsequential separate deliverable, we recognize revenues attributed to these game titles over their estimated service periods, which is generally less than a year. The related cost of sales is deferred and recognized as the related revenues are recognized. Internally, management excludes the impact of this change in deferred revenues and related cost of sales in 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.  Management believes this is appropriate because doing so enables an analysis of performance based on the timing of actual transactions with our customers, which is consistent with the way the company is measured by investment analysts and industry data sources. In addition, excluding the change in deferred revenues and the related cost of sales provides a much more timely indication of trends in our operating results.

 

Cautionary Note Regarding Forward-looking Statements:  The statements contained in this press release that are not historical facts are forward-looking statements, including, but not limited to, statements about (1) projections of revenues, expenses, income or loss, earnings or loss per share, cash flow or other financial items; (2) statements of our plans and objectives, including those related to product releases; (3) statements of future financial or operating performance; (4) statements relating to the acquisition of King and expected impact of that transaction, including without limitation, the expected impact on Activision Blizzard, Inc.’s future financial results; and (5) statements of assumptions underlying such statements. The company generally uses words such as “outlook,” “forecast,” “will,” “could,”

 

6



 

Activision Blizzard Announces Q1 2016 Financial Results

 

“should,” “would,” “to be,” “plan,” “plans,” “believes,” “may,” “might,” “expects,” “intends,” “intends as,” “anticipates,” “estimate,” “future,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming” and other similar expressions to help identify forward-looking statements. Forward-looking statements are subject to business and economic risk, reflect management’s current expectations, estimates and projections about our business, and are inherently uncertain and difficult to predict.

 

The Company cautions that a number of important factors could cause Activision Blizzard’s actual future results and other future circumstances to differ materially from those expressed in any forward looking statements. Such factors include, but are not limited to: uncertainties as to whether and when Activision Blizzard will be able to realize the anticipated financial results from the acquisition of King; the integration of King being more difficult, time-consuming or costly than expected; the diversion of management time and attention to issues relating to the operations and integration of King; sales levels of Activision Blizzard’s titles; increasing concentration of revenue among a small number of titles; Activision Blizzard’s ability to predict consumer preferences, including interest in specific genres, and preferences among hardware platforms; the amount of our debt and the limitations imposed by the covenants in the agreements governing our debt; adoption rate and availability of new hardware (including peripherals) and related software; counterparty risks relating to customers, licensees, licensors and manufacturers; maintenance of relationships with key personnel, customers, financing providers, licensees, licensors, manufacturers, vendors, and third-party developers, including the ability to attract, retain and develop key personnel and developers that can create high quality titles;  changing business models, including digital delivery of content and the increased prevalence of free-to-play games; product delays or defects; competition, including from used games and other forms of entertainment; rapid changes in technology and industry standards; possible declines in software pricing; product returns and price protection; the identification of suitable future acquisition opportunities and potential challenges associated with geographic expansion; the seasonal and cyclical nature of the interactive entertainment market; litigation risks and associated costs; protection of proprietary rights; shifts in consumer spending trends; capital market risks; applicable regulations; domestic and international economic, financial and political conditions and policies; tax rates and foreign exchange rates; the impact of the current macroeconomic environment; and the other factors identified in “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015 and subsequent quarterly reports on Form 10-Q.

 

The forward-looking statements in this press release are based on information available to the Company and we assume no obligation to update any such forward-looking statements. Although these forward-looking statements are believed to be true when made, they may ultimately prove to be incorrect. These statements are not guarantees of our future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and may cause actual results to differ materially from current expectations.

 

###

 

(Tables to Follow)

 

 

 

For Information Contact:

 

 

 

 

 

Amrita Ahuja

 

Mary Osako

SVP, Investor Relations

 

SVP, Global Communications

(310) 255-2075

 

(424) 322-5166

Amrita.Ahuja@Activision.com

 

Mary.Osako@Activision.com

 

7



 

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in millions, except per share data)

1

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Net revenues

 

 

 

 

 

Product sales

 

  $

645

 

  $

784

 

Subscription, licensing and other revenues 1

 

810

 

494

 

Net revenues

 

1,455

 

1,278

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

Cost of sales - product costs

 

247

 

209

 

Cost of sales - online

 

64

 

53

 

Cost of sales - software royalties and amortization

 

144

 

148

 

Cost of sales - intellectual property licenses

 

36

 

3

 

Product development

 

175

 

145

 

Sales and marketing

 

168

 

92

 

General and administrative

 

160

 

86

 

Total costs and expenses

 

994

 

736

 

 

 

 

 

 

 

Operating income

 

461

 

542

 

 

 

 

 

 

 

Interest and other expense (income), net

 

52

 

50

 

 

 

 

 

 

 

Income before income tax expense

 

409

 

492

 

 

 

 

 

 

 

Income tax expense

 

73

 

98

 

 

 

 

 

 

 

Net income

 

  $

336

 

  $

394

 

 

 

 

 

 

 

Basic earnings per common share 2

 

  $

0.45

 

  $

0.54

 

Weighted average common shares outstanding

 

735

 

723

 

 

 

 

 

 

 

Diluted earnings per common share 2

 

  $

0.45

 

  $

0.53

 

Weighted average common shares outstanding assuming dilution

 

746

 

731

 

 

 

1                    Subscription, licensing and other revenues represent revenues from World of Warcraft subscriptions, licensing royalties from our products and franchises, value-added services, downloadable content, micro-transactions, and other miscellaneous revenues.

2                    The company calculates earnings per share pursuant to the two-class method which requires the allocation of net income between common shareholders and participating security holders. We had, on a weighted-average basis, participating securities of approximately 4 million and 10 million for the three months ended March 31, 2016 and 2015, respectively.  For the three months ended March 31, 2016, net income attributable to Activision Blizzard, Inc. common shareholders used to calculate earnings per common share, assuming dilution, was $333 million, as compared to total net income of $336 million, for the same period. For the three months ended March 31, 2015, net income attributable to Activision Blizzard, Inc. common shareholders used to calculate earnings per common share, assuming dilution, was $387 million, as compared to total net income of $394 million, for the same period.

 



 

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in millions)

2

 

 

 

 

March 31,
2016

 

December 31,
2015

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

  $

2,872

 

  $

1,823

 

Accounts receivable, net

 

383

 

679

 

Inventories, net

 

103

 

128

 

Software development

 

296

 

336

 

Other current assets

 

354

 

421

 

Total current assets

 

4,008

 

3,387

 

Cash in escrow

 

 

3,561

 

Software development

 

114

 

80

 

Property and equipment, net

 

246

 

189

 

Deferred income taxes, net

 

362

 

275

 

Other assets

 

316

 

177

 

Intangible assets, net

 

2,484

 

482

 

Goodwill

 

9,772

 

7,095

 

Total assets

 

  $

17,302

 

  $

15,246

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

  $

150

 

  $

284

 

Deferred revenues

 

1,207

 

1,702

 

Accrued expenses and other liabilities

 

901

 

625

 

Current portion of long-term debt

 

64

 

 

Total current liabilities

 

2,322

 

2,611

 

Long-term debt, net

 

5,777

 

4,074

 

Deferred income taxes, net

 

57

 

10

 

Other liabilities

 

798

 

483

 

Total liabilities

 

8,954

 

7,178

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common stock

 

 

 

Additional paid-in capital

 

10,343

 

10,242

 

Treasury stock

 

(5,591)

 

(5,637)

 

Retained earnings

 

4,239

 

4,096

 

Accumulated other comprehensive loss

 

(643)

 

(633)

 

Total shareholders’ equity

 

8,348

 

8,068

 

Total liabilities and shareholders’ equity

 

  $

17,302

 

  $

15,246

 

 


 


 

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP NET INCOME TO NON-GAAP MEASURES

(Amounts in millions, except per share data)

3

 

 

Three Months Ended March 31, 2016

 

Net Revenues

 

Cost of Sales -
Product Costs

 

Cost of Sales -
Online

 

Cost of Sales -
Software
Royalties and
Amortization

 

Cost of Sales -
Intellectual
Property
Licenses

 

Product
Development

 

Sales and
Marketing

 

General and
Administrative

 

Total Costs and
Expenses

 

GAAP Measurement

 

  $

1,455

 

  $

247

 

  $

64

 

  $

144

 

  $

36

 

  $

175

 

  $

168

 

  $

160

 

$

994

 

Less: Net effect from deferral of net revenues and related cost of sales 1

 

(547

 )

(88

 )

 

(88

 )

(2

 )

 

 

 

(178

 )

Less: Stock-based compensation 2

 

 

 

 

(8

 )

 

(10

 )

(3

 )

(23

 )

(44

 )

Less: Amortization of intangible assets 3

 

 

(1

 )

 

(16

 )

(31

 )

 

(33

 )

(1

 )

(82

 )

Less: Fees and other expenses related to acquisitions 4

 

 

 

 

 

 

 

 

(34

 )

(34

 )

Non-GAAP Measurement

 

  $

908

 

  $

158

 

  $

64

 

  $

32

 

  $

3

 

  $

165

 

  $

132

 

  $

102

 

$

656

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating
Income

 

Net Income

 

Basic Earnings
per Share

 

Diluted Earnings
per Share

 

 

 

 

 

 

 

 

 

 

 

GAAP Measurement

 

  $

461

 

  $

336

 

  $

0.45

 

  $

0.45

 

 

 

 

 

 

 

 

 

 

 

Less: Net effect from deferral of net revenues and related cost of sales 1

 

(369

 )

(268

 )

(0.36

 )

(0.36

 )

 

 

 

 

 

 

 

 

 

 

Less: Stock-based compensation 2

 

44

 

31

 

0.04

 

0.04

 

 

 

 

 

 

 

 

 

 

 

Less: Amortization of intangible assets 3

 

82

 

65

 

0.09

 

0.09

 

 

 

 

 

 

 

 

 

 

 

Less: Fees and other expenses related to acquisitions 4

 

34

 

9

 

0.01

 

0.01

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Measurement

 

  $

252

 

  $

173

 

  $

0.23

 

  $

0.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2015

 

Net Revenues

 

Cost of Sales -
Product Costs

 

Cost of Sales -
Online

 

Cost of Sales -
Software
Royalties and
Amortization

 

Cost of Sales -
Intellectual
Property Licenses

 

Product
Development

 

Sales and
Marketing

 

General and
Administrative

 

Total Costs and
Expenses

 

GAAP Measurement

 

  $

1,278

 

  $

209

 

  $

53

 

  $

148

 

  $

3

 

  $

145

 

  $

92

 

  $

86

 

$

736

 

Less: Net effect from deferral of net revenues and related cost of sales 1

 

(575

 )

(113

 )

 

(100

 )

 

 

 

 

(213

 )

Less: Stock-based compensation 2

 

 

 

 

(4

 )

 

(7

 )

(2

 )

(10

 )

(23

 )

Less: Amortization of intangible assets 3

 

 

 

 

 

(1

 )

 

 

 

(1

 )

Non-GAAP Measurement

 

  $

703

 

  $

96

 

  $

53

 

  $

44

 

  $

2

 

  $

138

 

  $

90

 

  $

76

 

$

499

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating
Income

 

Net Income

 

Basic Earnings
per Share

 

Diluted Earnings
per Share

 

 

 

 

 

 

 

 

 

 

 

GAAP Measurement

 

  $

542

 

  $

394

 

  $

0.54

 

  $

0.53

 

 

 

 

 

 

 

 

 

 

 

Less: Net effect from deferral of net revenues and related cost of sales 1

 

(362

 )

(295

 )

(0.40

 )

(0.40

 )

 

 

 

 

 

 

 

 

 

 

Less: Stock-based compensation 2

 

23

 

16

 

0.02

 

0.02

 

 

 

 

 

 

 

 

 

 

 

Less: Amortization of intangible assets 3

 

1

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Measurement

 

  $

204

 

  $

116

 

  $

0.16

 

  $

0.16

 

 

 

 

 

 

 

 

 

 

 

 

1

Reflects the net change in deferred revenues and related cost of sales.

2

Includes expenses related to stock-based compensation.

3

Reflects amortization of intangible assets from purchase price accounting.

4

Reflects fees and other expenses related to the acquisition of King Digital Entertainment (“King Acquisition”), inclusive of related debt financings.

 

 

 

The per share adjustments and the GAAP and non-GAAP earnings per share information are presented as calculated.  The sum of these measures, as presented, may differ due to the impact of rounding.

 

The company calculates earnings per share pursuant to the two-class method which requires the allocation of net income between common shareholders and participating security holders. For the three months ended March 31, 2016, net income attributable to Activision Blizzard, Inc. common shareholders used to calculate non-GAAP earnings per common share, assuming dilution, was $171 million, as compared to total net income of $173 million, for the same period. For the three months ended March 31, 2015, net income attributable to Activision Blizzard, Inc. common shareholders used to calculate non-GAAP earnings per common share, assuming dilution, was $113 million, as compared to total net income of $116 million, for the same period.

 

For purposes of calculating earnings per share, we had, on a weighted-average basis, common shares outstanding of 735 million, participating securities of approximately 4 million, and dilutive shares of 11 million during the three months ended March 31, 2016.

 

For purposes of calculating earnings per share, we had, on a weighted-average basis, common shares outstanding of 723 million, participating securities of approximately 10 million, and dilutive shares of 8 million during the three months ended March 31, 2015.

 


 


 

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

4

FINANCIAL INFORMATION

For the Three Months Ended March 31, 2016 and 2015

(Amounts in millions)

 

 

 

Three Months Ended

 

 

 

March 31, 2016

 

March 31, 2015

 

$ Increase

 

% Increase

 

 

 

Amount

 

% of Total 1

 

Amount

 

% of Total 1

 

(Decrease)

 

(Decrease)

 

GAAP Net Revenues by Distribution Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital online channels 2

 

 $

926

 

64%

 

 $

581

 

45%

 

 $

345 

 

59%

 

Retail channels

 

482

 

33   

 

649

 

51   

 

(167)

 

(26)  

 

Other 3

 

47

 

3   

 

48

 

4   

 

(1)

 

(2)  

 

Total consolidated GAAP net revenues

 

1,455

 

100   

 

1,278

 

100   

 

177 

 

14   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Deferred Revenues 4

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital online channels 2

 

(129)

 

 

 

(43)

 

 

 

 

 

 

 

Retail channels

 

(418)

 

 

 

(532)

 

 

 

 

 

 

 

Total changes in deferred revenues

 

(547)

 

 

 

(575)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Net Revenues by Distribution Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital online channels 2

 

797

 

88   

 

538

 

76   

 

259 

 

48   

 

Retail channels

 

64

 

7   

 

117

 

17   

 

(53)

 

(45)  

 

Other 3

 

47

 

5   

 

48

 

7   

 

(1)

 

(2)  

 

Total non-GAAP net revenues 5

 

 $

908

 

100%

 

 $

703

 

100%

 

 $

205 

 

29%

 

 

1

The percentages of total are presented as calculated. Therefore the sum of these percentages, as presented, may differ due to the impact of rounding.

2

Net revenues from digital online channels represent revenues from digitally distributed subscriptions, licensing royalties, value-added services, downloadable content, micro-transactions, and products.

3

Net revenues from Other include revenues from our media networks, studios, and distribution businesses.

4

We provide net revenues including (in accordance with GAAP) and excluding (non-GAAP) the impact of changes in deferred revenues.

5

Total non-GAAP net revenues presented also represent our total segment net revenues.

 



 

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

5

FINANCIAL INFORMATION

For the Three Months Ended March 31, 2016 and 2015

(Amounts in millions)

 

 

 

Three Months Ended

 

 

 

March 31, 2016

 

March 31, 2015

 

$ Increase

 

% Increase

 

 

 

Amount

 

% of Total 1

 

Amount

 

% of Total 1

 

(Decrease)

 

(Decrease)

 

GAAP Net Revenues by Platform

 

 

 

 

 

 

 

 

 

 

 

 

 

Console

 

 $

765

 

53%

 

 $

758

 

59%

 

 $

7

 

1%

 

PC 2

 

400

 

27

 

386

 

30

 

14

 

4

 

Mobile and ancillary 3

 

243

 

17

 

86

 

7

 

157

 

NM

 

Other 4

 

47

 

3

 

48

 

4

 

(1)

 

(2)

 

Total consolidated GAAP net revenues

 

1,455

 

100

 

1,278

 

100

 

177

 

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Deferred Revenues 5

 

 

 

 

 

 

 

 

 

 

 

 

 

Console

 

(437)

 

 

 

(526)

 

 

 

 

 

 

 

PC 2

 

(99)

 

 

 

(50)

 

 

 

 

 

 

 

Mobile and ancillary 3

 

(11)

 

 

 

1

 

 

 

 

 

 

 

Total changes in deferred revenues

 

(547)

 

 

 

(575)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Net Revenues by Platform

 

 

 

 

 

 

 

 

 

 

 

 

 

Console

 

328

 

36

 

232

 

33

 

96

 

41

 

PC 2

 

301

 

33

 

336

 

48

 

(35)

 

(10)

 

Mobile and ancillary 3

 

232

 

26

 

87

 

12

 

145

 

NM

 

Other 4

 

47

 

5

 

48

 

7

 

(1)

 

(2)

 

Total consolidated non-GAAP net revenues 6

 

 $

908

 

100%

 

 $

703

 

100%

 

 $

205

 

29%

 

 

1

The percentages of total are presented as calculated. Therefore the sum of these percentages, as presented, may differ due to the impact of rounding.

2

Net revenues from PC include revenues that were historically shown as “Online.”

3

Net revenues from mobile and ancillary include revenues from handheld, mobile and tablet devices, as well as non-platform specific game related revenues such as standalone sales of toys and accessories products from the Skylanders franchise and other physical merchandise and accessories.

4

Net revenues from Other include revenues from our media networks, studios, and distribution businesses.

5

We provide net revenues including (in accordance with GAAP) and excluding (non-GAAP) the impact of changes in deferred net revenues.

6

Total non-GAAP net revenues presented also represents our total segment net revenues.

 



 

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

6

FINANCIAL INFORMATION

For the Three Months Ended March 31, 2016 and 2015

(Amounts in millions)

 

 

 

Three Months Ended

 

 

 

March 31, 2016

 

March 31, 2015

 

$ Increase

 

% Increase

 

 

 

Amount

 

% of Total 1

 

Amount

 

% of Total 1

 

(Decrease)

 

(Decrease)

 

GAAP Net Revenues by Geographic Region

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 $

753

 

52%

 

 $

704

 

55%

 

 $

49

 

7%

 

Europe

 

521

 

36

 

464

 

36

 

57

 

12

 

Asia Pacific

 

181

 

12

 

110

 

9

 

71

 

65

 

Total consolidated GAAP net revenues

 

1,455

 

100

 

1,278

 

100

 

177

 

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Deferred Revenues 2

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

(293)

 

 

 

(350)

 

 

 

 

 

 

 

Europe

 

(194)

 

 

 

(196)

 

 

 

 

 

 

 

Asia Pacific

 

(60)

 

 

 

(29)

 

 

 

 

 

 

 

Total changes in net revenues

 

(547)

 

 

 

(575)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Net Revenues by Geographic Region

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

460

 

51

 

354

 

50

 

106

 

30

 

Europe

 

327

 

36

 

268

 

38

 

59

 

22

 

Asia Pacific

 

121

 

13

 

81

 

12

 

40

 

49

 

Total non-GAAP net revenues 3

 

 $

908

 

100%

 

 $

703

 

100%

 

 $

205

 

29%

 

 

1

The percentages of total are presented as calculated. Therefore the sum of these percentages, as presented, may differ due to the impact of rounding.

2

We provide net revenues including (in accordance with GAAP) and excluding (non-GAAP) the impact of changes in deferred net revenues.

3

Total non-GAAP net revenues presented also represents our total segment net revenues.

 



 

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

7

FINANCIAL INFORMATION

For the Three Months Ended March 31, 2016 and 2015

(Amounts in millions)

 

 

 

Three Months Ended

 

 

 

March 31, 2016

 

March 31, 2015

 

$ Increase

 

% Increase

 

 

 

Amount

 

% of Total 1

 

Amount

 

% of Total 1

 

(Decrease)

 

(Decrease)

 

Segment net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Activision 2

 

 $

360

 

40%

 

 $

303

 

43%

 

 $

57

 

19%

 

Blizzard 3

 

294

 

32

 

352

 

50

 

(58)

 

(16)

 

King 4

 

207

 

23

 

 

 

207

 

NM

 

Other 5

 

47

 

5

 

48

 

7

 

(1)

 

(2)

 

Segments total

 

908

 

100% 

 

703

 

100% 

 

205

 

29

 

Reconciliation to consolidated net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net effect from deferral of net revenues

 

547

 

 

 

575

 

 

 

 

 

 

 

Consolidated net revenues

 

 $

1,455

 

 

 

 $

1,278

 

 

 

177

 

14%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Activision 2

 

 $

99

 

 

 

 $

66

 

 

 

 $

33

 

50%

 

Blizzard 3

 

86

 

 

 

139

 

 

 

(53)

 

(38)

 

King 4

 

67

 

 

 

 

 

 

67

 

NM

 

Other 5

 

 

 

 

(1)

 

 

 

1

 

(100)

 

Segments total

 

252

 

 

 

204

 

 

 

48

 

24

 

Reconciliation to consolidated operating income and consolidated income before income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

Net effect from deferral of net revenues and related cost of sales

 

369

 

 

 

362

 

 

 

 

 

 

 

Stock-based compensation expense

 

(44)

 

 

 

(23)

 

 

 

 

 

 

 

Amortization of intangible assets

 

(82)

 

 

 

(1)

 

 

 

 

 

 

 

Fees and other expenses related to acquisitions 6

 

(34)

 

 

 

 

 

 

 

 

 

 

Consolidated operating income

 

461

 

 

 

542

 

 

 

(81)

 

(15)

 

Interest and other expense (income), net

 

52

 

 

 

50

 

 

 

 

 

 

 

Consolidated income before income tax expense

 

 $

409

 

 

 

 $

492

 

 

 

(83)

 

(17)%

 

Operating margin from total operating segments

 

27.8% 

 

 

 

29.0% 

 

 

 

 

 

 

 

 

1                      The percentages of total are presented as calculated. Therefore the sum of these percentages, as presented, may differ due to the impact of rounding.

2                      Activision Publishing (“Activision”) — publishes interactive entertainment products and content.

3                      Blizzard Entertainment, Inc. (“Blizzard”) — publishes PC games and online subscription-based games in the MMORPG category.

4                      King Digital Entertainment plc (“King”) — publishes interactive mobile entertainment products.

5                      Other includes other income and expenses from operating segments managed outside the reportable segments, including our media networks, studios, and distribution businesses. Other also includes unallocated corporate income and expenses.

6                      Reflects fees and other expenses related to the King Acquisition, inclusive of related debt financings.

 



 

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

8

EBITDA and Adjusted EBITDA

For the Trailing Twelve Months Ended March 31, 2016

(Amounts in millions)

 

 

 

 

 

 

 

 

 

 

 

 

Trailing Twelve
Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,
2015

 

September 30,
2015

 

December 31,
2015

 

March 31,
2016

 

March 31,
2016

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net Income

 

  $

212

 

  $

127

 

  $

159

 

  $

336

 

  $

834

 

Interest Expense, net

 

50

 

51

 

50

 

52

 

203

 

Provision for income taxes

 

70

 

18

 

42

 

73

 

203

 

Depreciation and amortization

 

21

 

25

 

30

 

107

 

183

 

EBITDA

 

353

 

221

 

281

 

568

 

1,423

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferral of net revenues and related cost of sales 1

 

(181 )

 

26

 

554

 

(369 )

 

30

 

Stock-based compensation expense 2

 

21

 

28

 

22

 

44

 

115

 

Fees and other expenses related to acquisitions 3

 

 

 

5

 

34

 

39

 

Adjusted EBITDA

 

  $

193

 

  $

275

 

  $

862

 

  $

277

 

  $

1,607

 

 

1                     Reflects the net change in deferred revenues and related cost of sales.

2                     Includes expenses related to stock-based compensation.

3                     Reflects fees and other expenses related to the King Acquisition, inclusive of related debt financings.

 

Trailing twelve months amounts are presented as calculated. Therefore the sum of the four quarters, as presented, may differ due to the impact of rounding.

 



 

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

9

 

Outlook for the Three Months Ending June 30, 2016 and Year Ending December 31, 2016

GAAP to Non-GAAP Reconciliation

(Amounts in millions, except per share data)

 

 

 

 

Outlook for the

 

Outlook for the

 

 

 

Three Months Ending

 

Year Ending

 

 

 

June 30, 2016

 

December 31, 2016

 

 

 

 

 

 

 

Net Revenues (GAAP)

 

 $

1,425

 

 $

6,130

 

Excluding the impact of:

 

 

 

 

 

Change in deferred revenues 1

 

(50)

 

145

 

Net Revenues (Non-GAAP)

 

 $

1,375

 

 $

6,275

 

 

 

 

 

 

 

Operating Income (GAAP)

 

 $

160

 

 $

932

 

Excluding the impact of:

 

 

 

 

 

Deferral of net revenues and related cost of sales 2

 

11

 

150

 

Stock-based compensation 3

 

51

 

187

 

Amortization of intangible assets 4

 

201

 

705

 

Fees and other expenses related to acquisitions 5

 

6

 

52

 

Operating Income (Non-GAAP)

 

 $

429

 

 $

2,026

 

 

 

 

 

 

 

Earnings Per Diluted Share (GAAP)

 

 $

0.10

 

 $

0.69

 

Excluding the impact of:

 

 

 

 

 

Deferral of net revenues and related cost of sales 2

 

0.02

 

0.14

 

Stock-based compensation 3

 

0.04

 

0.16

 

Amortization of intangible assets 4

 

0.21

 

0.72

 

Fees and other expenses related to acquisitions 5

 

0.01

 

0.07

 

Earnings Per Diluted Share (Non-GAAP)

 

 $

0.38

 

 $

1.78

 

 

1                     Reflects the net change in deferred revenues.

2                     Reflects the net change in deferred revenues and related cost of sales.

3                     Reflects expenses related to stock-based compensation.

4                     Reflects amortization of intangible assets from purchase price accounting, including intangible assets from the King Acquisition.

5                     Reflects fees and other expenses related to the King Acquisition, inclusive of related debt financings.

 

The per share adjustments and the GAAP and non-GAAP earnings per share information are presented as calculated. Therefore the sum of these measures, as presented, may differ due to the impact of rounding.