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 4, 2006 (May 4, 2006)

 

ACTIVISION, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

0-12699

95-4803544

(Commission File Number)

(IRS Employer Identification No.)

 

 

3100 Ocean Park Boulevard, Santa Monica, CA

90405

(Address of Principal Executive Offices)

(Zip Code)

 

(310) 255-2000

(Registrant’s Telephone Number, Including Area Code)

 

 

(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 May 4, 2006, Activision, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and fiscal year ended March 31, 2006. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Use of Non-GAAP Financial Information

 

The "Company Outlook" section of the press release contains forward-looking statements which include management's expectations for earnings per share for the first quarter of 2007 and for the 2007 fiscal year.  These statements may be deemed to include non-GAAP financial measures as some do not reflect the impact of expensing stock options under the Financial Accounting Standards Board’s Statement 123R (FAS 123R). Management believes such non-GAAP information provides investors with outlook information that is more readily comparable to historical results and prior outlooks, which did not include FAS 123R accounting consequences.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(c)

Exhibits

 

 

99.1

Press Release of the Company, dated May 4, 2006.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ACTIVISION, INC.

 

 

 

 

 

By:

/s/ Michael Griffith

 

 

Name: Michael Griffith

Title:   President and Chief Executive
Officer of Activision Publishing,
Inc.

 

Date: May 4, 2006

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number

Description

 

 

99.1

Press Release of Activision, Inc., dated May 4, 2006.

 

 

 

 

 

 

Contacts:

Kristin Mulvihill Southey

Vice President, Investor Relations

(310) 255-2635

ksouthey@activision.com

 

Maryanne Lataif

Vice President, Corporate Communications

(310) 255-2704

mlataif@activision.com

 

ACTIVISION REPORTS FISCAL 2006 YEAR END RESULTS

- Company Delivers Record Net Revenues -

- Performance Marks 14 Consecutive Years of Revenue Growth -

- Company Ended Fiscal 2006 as #2 U.S. Video Game Publisher Overall -

SANTA MONICA, CA - May 4, 2006 - Activision, Inc. (Nasdaq: ATVI) today announced record net revenues for the fiscal year ended March 31, 2006.

Net revenues for the fiscal year ended March 31, 2006 were $1,468 million, as compared to $1,406 million for the fiscal year ended March 31, 2005. Net income for the fiscal year was $41.9 million, or $0.14 per diluted share, as compared to net income of $138.3 million, or $0.50 per diluted share reported for the last fiscal year.

Net revenues for the fourth quarter ended March 31, 2006 were $188.1 million, as compared to $203.9 million that the company reported for the fourth quarter of the last fiscal year. For the fourth quarter, the company reported a net loss of $9.2 million, or a loss per share of $0.03, as compared to net income of $3.6 million, or earnings per diluted share of $0.01 for the fiscal year 2005 fourth quarter.

Robert Kotick, Chairman and CEO of Activision, Inc. commented, “Activision’s fiscal year 2006 net revenues totaled $1,468 million, marking 14 consecutive years of revenue growth. We delivered better than expected results for the fourth quarter. Our balance sheet remains one of the strongest in the industry with nearly $1 billion in cash and short-term investments and $1.2 billion in shareholder’s equity. In fiscal 2006, we strengthened our market position, although our operating results were impacted by the challenges of a console transition. We ended the fiscal year as the #2 U.S. software publisher overall and had the #1 game on the next-generation Xbox 360 platform, Call of Duty 2™, according to the NPD Group.”

Kotick added, “Looking ahead, we will continue to leverage our assets -- the competitive leadership of our world-class franchises, production capabilities and worldwide distribution resources. Our leadership position will provide us with a competitive advantage in our continued efforts to provide superior returns to our shareholders. We are planning for and investing in the market growth that historically follows the introduction of new console hardware. We remain focused on expanding operating margins by growing our balanced franchise portfolio, delivering compelling game experiences, increasing our international market position and improving operational efficiency worldwide.”

 

(more)

 

Activision Reports Fiscal Year 2006 Earnings Results

 

 

Business Highlights

Yesterday, Activision announced that it has been awarded the rights to develop and publish interactive entertainment games based on the James Bond license through 2014. Under the terms of the agreement, Activision has obtained the worldwide rights to develop games for all current and next-generation consoles, the PC and hand-held platforms for the James Bond license. The license grants Activision the right to develop and publish games based on subsequent movies, as well as non-movie games.

Since the initial release of Dr. No in 1962, James Bond films have grossed more than $3.6 billion theatrically worldwide, and approximately 30 million units of video games based on the world of James Bond have been sold to date. Bond is one of the most successful franchises in film history and continues to have popular global appeal.

During the fiscal year, Activision’s game slate was based on such franchises as Call of Duty™, DOOM®, QUAKE®, Shrek™®, Spider-Man®, True Crime™, Tony Hawk™, World Series of Poker® and X-Men®.

 

 

o

Sales of the Tony Hawk games exceeded $1 billion and the franchise was a top-10 selling game for the sixth consecutive year.

 

o

The company successfully launched an internally developed game GUN™ which marks the third consecutive year that Activision has created the #1 new intellectual property in the marketplace.

 

o

Additionally, the company’s multi-title approach with Call of Duty 2 and Call of Duty 2: Big Red One™ drove the brand to be its best-selling franchise of fiscal 2006.

 

o

Call of Duty 2 ended the year as #1 best-selling Xbox 360 game.

Other business highlights are as follows:

During the fiscal year, Activision signed four exclusive long-term licensing agreements and acquired two development studios. These initiatives will allow the company to plan its game slate three to five years in advance and make prudent investments that may facilitate future growth.

 

Activision expanded its alliance with Marvel Enterprises for the Spider-Man™ and X-Men™ franchises and its agreement with Spider-Man Merchandising L.P. and Sony Pictures Consumer Products Inc., to extend its worldwide publishing rights to the phenomenally successful Spider-Man® motion pictures through 2017. To date, games based on the Spider-Man and X-Men franchises have generated more than $785 million in video game sales worldwide.

 

Activision signed a multi-year agreement with DreamWorks Animation for the exclusive video game rights to four upcoming feature films -- “Bee Movie,” “Kung Fu Panda,” “Rex Havoc” and “How to Train Your Dragon.” The deal also extended its rights beyond “Shrek 3” to include potential future films in the “Shrek” franchise. The company’s alliance with DreamWorks has resulted in more than $300 million in video game sales worldwide.

 

Activision entered into an agreement with The Hasbro Properties Group to develop console, handheld and PC games based on Hasbro’s renowned Transformers brand. Transformers has been one of the best-selling boys’ action brands in a wide-range of categories, from toys to publishing to apparel, since its launch as a global property in 1984.

 

(more)

 

Activision Reports Fiscal Year 2006 Earnings Results

 

 

 

Activision strengthened its internal development capabilities with two game developer acquisitions —Toys For Bob, Inc. and Beenox, Inc. Toys For Bob created Madagascar™, which was based on DreamWorks Animation’s feature film and ended calendar 2005 as the #1 best-selling children’s movie game in the U.S. Beenox provided us with a foothold in the Canadian province of Quebec, one of the fastest growing development talent pools in North America.

In fiscal 2006, Activision’s European publishing net revenues grew 18% to more than $400 million. The company sells direct to retail in the seven largest European markets – UK, France, Germany, Benelux, Nordic, Spain and Italy and during the fiscal year added Austria. Through its direct model, Activision is increasing volume, market share, retail presence, customer relationships and logistic and financial efficiencies.

For the first quarter of fiscal 2007, Activision will release games based on two highly anticipated summer movie releases, DreamWorks Animation’s “Over the Hedge” and Twentieth Century Fox and Marvel Studio’s “X-Men: The Last Stand.”

Company Outlook

 

For fiscal 2007, Activision expects net revenues of $1.025 billion and earnings per diluted share of $0.10, including the impact of adopting FAS 123(R), which relates to the expensing of stock options and other share-based payments. Excluding the impact of FAS 123(R), the company expects earnings per diluted share of $0.15. This is consistent with the company’s previously provided outlook.

 

For the first quarter of the fiscal year 2007, the company expects net revenues of $145 million and a loss per share of $0.11, including the impact of adopting FAS 123(R). The company’s loss per share outlook for the first quarter excluding the impact of FAS 123(R) is expected to be $0.10.

 

Activision also reaffirmed its fiscal year 2008 outlook. The company expects net revenues to exceed $1.6 billion.

Conference Call

Today at 4:30 p.m. EDT, Activision’s management will host a conference call and Webcast to discuss its fiscal 2006 year-end results and outlook for fiscal 2007. The company welcomes all members of the financial and media communities to visit the “Investor Relations” area of www.activision.com to listen to the conference call via a live Webcast or to listen to the call live by dialing into in the U.S. (719) 457-2637 in the U.S.

About Activision

Headquartered in Santa Monica, California, Activision, Inc. is a leading worldwide developer, publisher and distributor of interactive entertainment and leisure products. Founded in 1979, Activision posted net revenues of $1,468 million for the fiscal year ended March 31, 2006.

Activision maintains operations in the U.S., Canada, the United Kingdom, France, Germany, Italy, Spain, Japan, Australia, Scandinavia and the Netherlands. More information about Activision and its products can be found on the company's World Wide Web site, which is located at www.activision.com.

Note: The statements made in this press release that are not historical facts are “forward-looking” statements. These forward-looking statements are based on current expectations and assumptions that are subject to risks

 

(more)

 

Activision Reports Fiscal Year 2006 Earnings Results

 

and uncertainties. The company cautions readers of this press release that a number of important factors could cause Activision’s actual future results to differ materially from those expressed in any such forward-looking statements. Such factors include, without limitation, sales of the company’s titles during the remainder of fiscal 2007, consumer spending trends, the seasonal and cyclical nature of the interactive game market, the company’s ability to predict consumer preferences among competing hardware platforms including next-generation hardware, software pricing, product returns and price protection product delays, retail acceptance of our products, delays in hardware launches, industry competition, rapid changes in technology and industry standards, protection of proprietary rights, maintenance of relationships with key personnel, vendors and third-party developers, international economic and political conditions, integration of recently acquired subsidiaries and identification of suitable future acquisition opportunities. These important factors and other factors that potentially could affect the company’s financial results are described in our filings with the Securities and Exchange Commission, including the company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers of this press release are referred to such filings. The company may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in the company’s assumptions or otherwise. The company undertakes no obligation to release publicly any revisions to its forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

(Tables to Follow)

 

(more)

 

 

 

ACTIVISION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except earnings per share data)

 

 

 

 

 

Quarter ended March 31,

 

 

Year ended March 31,

 

 

 

 

2006

 

 

2005

 

 

2006

 

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

$

188,125

 

$

203,861

 

$

1,468,000

 

$

1,405,857

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of sales - product costs

 

117,853

 

 

130,190

 

 

734,874

 

 

658,949

Cost of sales - software royalties and amortization

 

8,555

 

 

6,954

 

 

147,822

 

 

123,800

Cost of sales - intellectual property licenses

 

1,901

 

 

4,400

 

 

57,666

 

 

62,197

Product development

 

32,769

 

 

20,489

 

 

131,782

 

 

86,543

Sales and marketing

 

24,263

 

 

29,842

 

 

283,220

 

 

230,058

General and administrative

 

28,899

 

 

14,885

 

 

94,679

 

 

59,739

Total operating expenses

 

214,240

 

 

206,760

 

 

1,450,043

 

 

1,221,286

Operating income (loss)

 

(26,115)

 

 

(2,899)

 

 

17,957

 

 

184,571

Investment income, net

 

7,790

 

 

5,138

 

 

30,630

 

 

13,092

Income (loss) before income tax provision

 

(18,325)

 

 

2,239

 

 

48,587

 

 

197,663

Income tax provision (benefit)

 

(9,106)

 

 

(1,334)

 

 

6,688

 

 

59,328

Net income (loss)

$

(9,219)

 

$

3,573

 

$

41,899

 

$

138,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

$

(0.03)

 

$

0.01

 

$

0.15

 

$

0.55

Weighted average common shares outstanding

 

276,506

 

 

260,551

 

 

273,177

 

 

250,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

$

(0.03)

 

$

0

 

$

0.14

 

$

0.50

Weighted average common shares outstanding assuming dilution

 

276,506

 

 

287,485

 

 

299,437

 

 

278,860

 

Share and earnings per share data have been restated to reflect our four-for-three

stock split for shareholders of record as of October 10, 2005, paid October 24, 2005.

 

 

 

 

ACTIVISION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

March 31,

 

 

 

 

2006

 

 

2005

ASSETS 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash, cash equivalents and short-term investments

$

944,960

 

$

840,864

 

 

Accounts receivable, net

 

28,782

 

 

109,144

 

 

Inventories

 

61,483

 

 

48,018

 

 

Software development

 

40,260

 

 

73,096

 

 

Intellectual property licenses

 

4,973

 

 

21,572

 

 

Deferred income taxes

 

30,017

 

 

6,760

 

 

Other current assets

 

25,933

 

 

23,010

 

 

Total current assets

 

1,136,408

 

 

1,122,464

 

Software development

 

20,359

 

 

18,518

 

Intellectual property licenses

 

82,073

 

 

14,154

 

Property and equipment, net

 

45,368

 

 

30,490

 

Deferred income taxes

 

33,460

 

 

28,041

 

Other assets

 

1,409

 

 

1,635

 

Goodwill

 

100,446

 

 

91,661

 

Total assets

$

1,419,523

 

$

1,306,963

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

88,994

 

$

108,984

 

 

Accrued expenses

 

103,169

 

 

98,067

 

 

Total current liabilities

 

192,163

 

 

207,051

 

 

Other liabilities

 

1,776

 

 

-

 

Total liabilities

 

193,939

 

 

207,051

 

Shareholders’ equity:

 

 

 

 

 

 

 

Common stock

 

-

 

 

-

 

 

Additional paid-in capital

 

823,735

 

 

741,680

 

 

Retained earnings

 

388,513

 

 

346,614

 

 

Accumulated other comprehensive income

 

16,369

 

 

11,618

 

 

Unearned compensation

 

(3,033)

 

 

-

 

 

Total shareholders’ equity

 

1,225,584

 

 

1,099,912

 

 

Total liabilities and shareholders’ equity

$

1,419,523

 

$

1,306,963

 

 

 

 

 

ACTIVISION, INC. AND SUBSIDIARIES

FINANCIAL INFORMATION

For the Quarter and Year Ended March 31, 2006 and 2005

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

Increase

 

 

 

 

 

Quarter Ended

(Decrease)

 

 

 

 

 

March 31, 2006

 

 

March 31, 2005

 

 

 

 

 

 

Amount

% of Total

 

 

Amount

% of Total

 

Geographic Revenue Mix

 

 

 

 

 

 

 

 

 

 

North America

 

$

83,502

44%

 

$

69,087

34%

21%

 

International

 

 

104,623

56%

 

 

134,774

66%

-22%

 

Total net revenues

 

$

188,125

100%

 

$

203,861

100%

-8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment/Platform Mix

 

 

 

 

 

 

 

 

 

Publishing:

 

 

 

 

 

 

 

 

 

 

Console

 

$

82,272

44%

 

$

66,878

33%

23%

 

Hand-held

 

 

15,211

8%

 

 

33,353

16%

-54%

 

PC

 

 

28,722

15%

 

 

30,398

15%

-6%

 

Total publishing net revenues

 

$

126,205

67%

 

$

130,629

64%

-3%

 

 

 

 

 

 

 

 

 

 

 

 

Distribution:

 

 

 

 

 

 

 

 

 

 

Console

 

$

33,069

18%

 

$

52,826

26%

-37%

 

Hand-held

 

 

16,744

9%

 

 

8,148

4%

105%

 

PC

 

 

12,107

6%

 

 

12,258

6%

-1%

 

Total distribution net revenues

 

$

61,920

33%

 

$

73,232

36%

-15%

 

Total net revenues

 

$

188,125

100%

 

$

203,861

100%

-8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

Increase

 

 

 

 

 

Year Ended

(Decrease)

 

 

 

 

 

March 31, 2006

 

 

March 31, 2005

 

 

 

 

 

 

Amount

% of Total

 

 

Amount

% of Total

 

Geographic Revenue Mix

 

 

 

 

 

 

 

North America

 

$

710,040

48%

 

$

696,325

50%

2%

 

International

 

 

757,960

52%

 

 

709,532

50%

7%

 

Total net revenues

 

$

1,468,000

100%

 

$

1,405,857

100%

4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment/Platform Mix

 

 

 

 

 

 

 

 

 

Publishing:

 

 

 

 

 

 

 

 

 

 

Console

 

$

812,345

55%

 

$

713,947

51%

14%

 

Hand-held

 

 

158,861

11%

 

 

138,695

10%

15%

 

PC

 

 

183,457

13%

 

 

220,087

15%

-17%

 

Total publishing net revenues

 

$

1,154,663

79%

 

$

1,072,729

76%

8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution:

 

 

 

 

 

 

 

 

 

 

Console

 

$

196,413

13%

 

$

256,452

18%

-23%

 

Hand-held

 

 

76,973

5%

 

 

23,282

2%

231%

 

PC

 

 

39,951

3%

 

 

53,394

4%

-25%

 

Total distribution net revenues

 

$

313,337

21%

 

$

333,128

24%

-6%

 

Total net revenues

 

$

1,468,000

100%

 

$

1,405,857

100%

4%

 

 

 

 

 

ACTIVISION, INC. AND SUBSIDIARIES

FINANCIAL INFORMATION

For the Quarter and Year Ended March 31, 2006 and 2005

 

 

 

 

 

Quarter Ended

 

Quarter Ended

 

Year Ended

 

Year Ended

 

 

 

 

March 31, 2006

 

March 31, 2005

 

March 31, 2006

 

March 31, 2005

Publishing Net Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PC

 

23%

 

23%

 

16%

 

21%

 

 

 

 

 

 

 

 

 

 

 

 

Console

 

65%

 

51%

 

70%

 

66%

 

 

Sony PlayStation 2

 

27%

 

26%

 

36%

 

39%

 

 

Microsoft Xbox 360

 

25%

 

0%

 

9%

 

0%

 

 

Microsoft Xbox

 

8%

 

22%

 

18%

 

18%

 

 

Nintendo GameCube

 

5%

 

3%

 

7%

 

9%

 

 

 

 

 

 

 

 

 

 

 

 

Hand-held

 

12%

 

26%

 

14%

 

13%

 

 

Nintendo Game Boy Advance

6%

 

7%

 

7%

 

9%

 

 

Sony PlayStation Portable

4%

 

15%

 

5%

 

2%

 

 

Nintendo Dual Screen

 

2%

 

4%

 

2%

 

2%

 

 

 

 

 

 

 

 

 

 

 

 

Total publishing net revenues

 

100%

 

100%

 

100%

 

100%