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
(Registrants 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 Boards 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 |
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, Activisions 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 shareholders 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, Activisions 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 companys 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. |
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|
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 companys 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 Hasbros 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 Animations feature film and ended calendar 2005 as the #1 best-selling childrens 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, Activisions 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 Animations Over the Hedge and Twentieth Century Fox and Marvel Studios 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 companys 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 companys 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, Activisions 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 Activisions actual future results to differ materially from those expressed in any such forward-looking statements. Such factors include, without limitation, sales of the companys titles during the remainder of fiscal 2007, consumer spending trends, the seasonal and cyclical nature of the interactive game market, the companys 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 companys financial results are described in our filings with the Securities and Exchange Commission, including the companys 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 companys 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% |