ý | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended March 31, 2017 | |
OR | |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to . |
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 51-0350842 (I.R.S. Employer Identification No.) | |
622 Broadway New York, New York (Address of principal executive offices) | 10012 (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $.01 par value | NASDAQ Global Select Market |
Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o | Emerging growth company o |
PAGE | ||
• | Implementing public relations campaigns, using print and online advertising, television, radio spots and outdoor advertising. We believe that we label and market our products in accordance with the applicable principles and guidelines of the Entertainment Software Rating Board, or the ESRB, an independent self-regulatory body that assigns ratings and enforces advertising guidelines for the interactive software industry. |
• | Satisfying certain shelf life and sales requirements under our agreements with hardware manufacturers in order to qualify for Sony's Greatest Hits Programs and Microsoft's Platinum Hits Program. In connection with these programs, we receive manufacturing discounts from Sony and Microsoft. |
• | Stimulating continued sales by reducing the wholesale prices of our products to retailers at various times during the life of a product. Price protection may occur at any time in a product's life cycle, but typically occurs three to nine months after a product's initial launch. In certain international markets, we also provide volume rebates to stimulate continued product sales. Price protection, sales returns and other allowances amounted to $127.7 million, $64.5 million and $50.1 million during the fiscal years ended March 31, 2017, 2016 and 2015, respectively. |
• | Employing various other marketing methods designed to promote consumer awareness, including social media, in-store promotions and point-of-purchase displays, direct mail, co-operative advertising, attendance at trade shows as well as product sampling through demonstration software distributed via the Internet or the digital online services. |
• | Companies that range in size and cost structure from very small with limited resources to very large with greater financial, marketing and technical personnel and other resources than ours, including Activision Blizzard, Inc. and Electronic Arts Inc. |
• | Sony and Microsoft for the sale of interactive entertainment software. Each of these competitors is a large developer and marketer of software for their own platforms, and has the financial resources to withstand significant price competition and to implement extensive advertising campaigns. |
• | Other software, hardware, entertainment and media for limited retail shelf space and promotional resources. The competition is intense among an increasing number of newly introduced entertainment software titles and hardware for adequate levels of shelf space and promotional support. |
• | Other forms of entertainment such as motion pictures, television and audio, social networking, online computer programs, mobile games and other forms of entertainment, which may be less expensive or provide other advantages to consumers. |
• | retaining key employees and maintaining the key business and customer relationships of the businesses we acquire; |
• | cultural challenges associated with integrating employees from an acquired company or business into our organization; |
• | the possibility that the combined company would not achieve the expected benefits, including any anticipated operating and product synergies, of the acquisition as quickly as anticipated or that the costs of, or operational difficulties arising from, an acquisition would be greater than anticipated; |
• | significant acquisition-related accounting adjustments, particularly relating to an acquired company's deferred revenue, that may cause reported revenue and profits of the combined company to be lower than the sum of their stand-alone revenue and profits; |
• | significant accounting charges resulting from the completion and integration of a sizeable acquisition and increased capital expenditures, including potential impairment charges incurred to write down the carrying amount of intangible assets generated as a result of an acquisition; |
• | the possibility that significant acquisitions, when not managed cautiously, may result in the over-extension of our existing operating infrastructures, internal controls and information technology systems. |
• | the possibility that we will not discover important facts during due diligence that could have a material adverse effect on the value of the businesses we acquire, including the possibility that a change of control of a company we acquire triggers a termination of contractual or intellectual property rights important to the operation of its business; |
• | the need to integrate an acquired company's accounting, management information, human resource and other administrative systems to permit effective management and timely reporting, and the need to implement or remediate controls, procedures and policies appropriate for a public company in an acquired company that, prior to the acquisition, lacked these controls, procedures and policies; |
• | litigation or other claims in connection with, or inheritance of claims or litigation risks as a result of, an acquisition, including claims from terminated employees, customers or other third-parties; and |
• | to the extent that we engage in strategic transactions outside of the United States, we face additional risks, including risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries. |
High | Low | ||||||
Fiscal Year Ended March 31, 2017 | |||||||
First Quarter ended June 30, 2016 | $ | 40.17 | $ | 33.06 | |||
Second Quarter ended September 30, 2016 | 46.78 | 37.64 | |||||
Third Quarter ended December 31, 2016 | 51.34 | 41.70 | |||||
Fourth Quarter ended March 31, 2017 | 60.20 | 48.58 | |||||
Fiscal Year Ended March 31, 2016 | |||||||
First Quarter ended June 30, 2015 | $ | 28.98 | $ | 23.30 | |||
Second Quarter ended September 30, 2015 | 32.71 | 25.01 | |||||
Third Quarter ended December 31, 2015 | 37.00 | 27.89 | |||||
Fourth Quarter ended March 31, 2016 | 37.95 | 31.36 |
March 31, | |||||||||||||||||||||||
2012 | 2013 | 2014 | 2015 | 2016 | 2017 | ||||||||||||||||||
Take-Two Interactive Software, Inc. | $ | 100.00 | $ | 104.94 | $ | 142.50 | $ | 165.43 | $ | 244.77 | $ | 385.12 | |||||||||||
NASDAQ Composite Index | 100.00 | 107.14 | 139.48 | 164.75 | 165.66 | 203.56 | |||||||||||||||||
Peer Group | 100.00 | 112.99 | 166.26 | 244.07 | 318.00 | 453.01 |
Period | Shares purchased* | Average price per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the repurchase program | |||||||||
January 1 - 31, 2017 | — | — | — | 9,046,353 | |||||||||
February 1 - 28, 2017 | 1,735 | $ | 57.88 | — | 9,046,353 | ||||||||
March 1 - 31, 2017 | 130,468 | $ | 59.27 | — | 9,046,353 |
* | All of the shares purchased during this period were purchased in connection with our obligation to holders of restricted stock awards to withhold the number of shares required to satisfy the holders' tax liabilities in connection with the vesting of such shares. None of the shares repurchased during the three months ended March 31, 2017 were part of the publicly announced share repurchase program. |
Fiscal Year Ended March 31, | |||||||||||||||||||
STATEMENT OF OPERATIONS DATA: | 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||
Net revenue | $ | 1,779,748 | $ | 1,413,698 | $ | 1,082,938 | $ | 2,350,568 | $ | 1,214,483 | |||||||||
Gross profit | 756,789 | 599,825 | 288,071 | 936,241 | 498,646 | ||||||||||||||
Income (loss) from continuing operations | 67,303 | (8,302 | ) | (279,470 | ) | 361,691 | (31,162 | ) | |||||||||||
Net income (loss) | $67,303 | $ | (8,302 | ) | $ | (279,470 | ) | $ | 361,605 | $ | (29,491 | ) | |||||||
Earnings (loss) per share: | |||||||||||||||||||
Basic: | |||||||||||||||||||
Continuing operations | $ | 0.73 | $ | (0.10 | ) | $ | (3.48 | ) | $ | 3.79 | $ | (0.36 | ) | ||||||
Earnings (loss) per share: | $ | 0.73 | $ | (0.10 | ) | $ | (3.48 | ) | $ | 3.79 | $ | (0.34 | ) | ||||||
Diluted: | |||||||||||||||||||
Continuing operations | $ | 0.72 | $ | (0.10 | ) | $ | (3.48 | ) | $ | 3.20 | $ | (0.36 | ) | ||||||
Earnings (loss) per share: | $ | 0.72 | $ | (0.10 | ) | $ | (3.48 | ) | $ | 3.20 | $ | (0.34 | ) |
As of March 31, | |||||||||||||||||||
BALANCE SHEET DATA: | 2017 | 2016 | 2015(1) | 2014(1) | 2013(1) | ||||||||||||||
Total assets | $ | 3,149,154 | $ | 2,590,277 | $ | 2,228,073 | $ | 1,795,083 | $ | 1,273,221 | |||||||||
Long-term debt | 251,929 | 497,935 | 473,030 | 449,484 | 330,584 |
(1) | During 2016, we retrospectively adopted Accounting Standards Update 2015-03, "Simplifying the Presentation of Debt Issuance Costs," and as a result previously reported Total assets and Long-term debt have both decreased from previously reported amounts by $3,027, $4,547, $4,618 and $6,458 as of March 31, 2015, 2014, 2013 and 2012, respectively to reflect the deduction of debt issuance costs from the carrying amount of the related debt liability. |
Title | Publishing Label | Internal or External Development | Platform(s) | Date Released | ||||
Battleborn | 2K | External | Xbox One, PS4, PC | May 3, 2016 | ||||
BioShock: The Collection | 2K | Internal/External | Xbox One, PS4, PC (digital download only) | September 13, 2016 | ||||
NBA 2K17 | 2K | Internal | Xbox 360, Xbox One, PS3, PS4, PC | September 20, 2016 | ||||
XCOM 2 | 2K | Internal | Xbox One, PS4 | September 27, 2016 | ||||
Mafia III | 2K | Internal | Xbox One, PS4, PC | October 7, 2016 | ||||
WWE 2K17 | 2K | Internal/External | Xbox 360, Xbox One, PS3, PS4 | October 11, 2016 | ||||
Sid Meier's Civilization VI | 2K | Internal | PC | October 21, 2016 |
Title | Publishing Label | Internal or External Development | Platform(s) | Expected Release Date | ||||
Red Dead Redemption 2 | Rockstar Games | Internal | PS4, XBox One | Spring 2018 | ||||
NBA 2K18 | 2K | Internal | Xbox 360, Xbox One, PS3, PS4, Switch, PC | September 19, 2017 | ||||
WWE 2K18 | 2K | Internal/External | TBA | Fall 2017 |
• | the period of time over which the substantial majority of a respective title’s estimated lifetime game sales and in-game virtual currency sales are expected to occur; |
• | the period of time over which we plan to provide free unspecified add-on content updates, maintenance or other remaining material online support services associated with our online-enabled games; |
• | the time over which we plan to dedicate internal resources to support the online functionality of a title; |
• | known and expected online gameplay trends; |
• | the results from prior analyses; |
• | the nature of the game (e.g., annual title, genre, period of time between franchise title releases, etc.); and |
• | the disclosed service periods for competitors’ games. |
Fiscal Year Ended March 31, | |||||||||||||||||||||
2017 | 2016 | 2015 | |||||||||||||||||||
Net revenue | $ | 1,779,748 | 100.0 | % | $ | 1,413,698 | 100.0 | % | $ | 1,082,938 | 100.0 | % | |||||||||
Cost of goods sold | 1,022,959 | 57.5 | % | 813,873 | 57.6 | % | 794,867 | 73.4 | % | ||||||||||||
Gross profit | 756,789 | 42.5 | % | 599,825 | 42.4 | % | 288,071 | 26.6 | % | ||||||||||||
Selling and marketing | 285,453 | 16.0 | % | 198,309 | 14.0 | % | 235,341 | 21.7 | % | ||||||||||||
General and administrative | 211,409 | 11.9 | % | 192,452 | 13.6 | % | 175,093 | 16.2 | % | ||||||||||||
Research and development | 137,915 | 7.8 | % | 119,807 | 8.5 | % | 115,043 | 10.6 | % | ||||||||||||
Business reorganization | — | — | % | 71,285 | 5.1 | % | — | — | |||||||||||||
Depreciation and amortization | 30,707 | 1.7 | % | 28,800 | 2.0 | % | 21,057 | 2.0 | % | ||||||||||||
Total operating expenses | 665,484 | 37.4 | % | 610,653 | 43.2 | % | 546,534 | 50.5 | % | ||||||||||||
Income (loss) from operations | 91,305 | 5.1 | % | (10,828 | ) | (0.8 | )% | (258,463 | ) | (23.9 | )% | ||||||||||
Interest and other, net | (15,690 | ) | (0.9 | )% | (30,205 | ) | (2.1 | )% | (31,893 | ) | (2.9 | )% | |||||||||
Gain on long-term investments, net | 1,350 | 0.1 | % | 2,683 | 0.2 | % | 17,476 | 1.6 | % | ||||||||||||
Income (loss) before income taxes | 76,965 | 4.3 | % | (38,350 | ) | (2.7 | )% | (272,880 | ) | (25.2 | )% | ||||||||||
Provision for (benefit from) income taxes | 9,662 | 0.5 | % | (30,048 | ) | (2.1 | )% | 6,590 | 0.6 | % | |||||||||||
Net income (loss) | $ | 67,303 | 3.8 | % | $ | (8,302 | ) | (0.59 | )% | $ | (279,470 | ) | (25.8 | )% |
Fiscal Year Ended March 31, | |||||||||||||||||||||
2017 | 2016 | 2015 | |||||||||||||||||||
Net revenue by geographic region: | |||||||||||||||||||||
United States | $ | 999,128 | 56.1 | % | $ | 742,963 | 52.6 | % | $ | 623,080 | 57.5 | % | |||||||||
International | 780,620 | 43.9 | % | 670,735 | 47.4 | % | 459,858 | 42.5 | % | ||||||||||||
Net revenue by platform: | |||||||||||||||||||||
Console | 1,440,724 | 81.0 | % | 1,167,623 | 82.6 | % | 881,516 | 81.4 | % | ||||||||||||
PC and other | 339,024 | 19.0 | % | 246,075 | 17.4 | % | 201,422 | 18.6 | % | ||||||||||||
Net revenue by distribution channel: | |||||||||||||||||||||
Digital online | 921,734 | 51.8 | % | 697,658 | 49.3 | % | 455,299 | 42.0 | % | ||||||||||||
Physical retail and other | 858,014 | 48.2 | % | 716,040 | 50.7 | % | 627,639 | 58.0 | % |
(thousands of dollars) | 2017 | % of net revenue | 2016 | % of net revenue | Increase/(decrease) | % Increase/(decrease) | |||||||||||||||
Net revenue | $ | 1,779,748 | 100.0 | % | $ | 1,413,698 | 100.0 | % | $ | 366,050 | 25.9 | % | |||||||||
Software development costs and royalties(1) | 335,675 | 18.9 | % | 223,512 | 15.8 | % | 112,163 | 50.2 | % | ||||||||||||
Internal royalties | 330,782 | 18.6 | % | 328,610 | 23.2 | % | 2,172 | 0.7 | % | ||||||||||||
Product costs | 255,914 | 14.4 | % | 200,206 | 14.2 | % | 55,708 | 27.8 | % | ||||||||||||
Licenses | 100,588 | 5.6 | % | 61,545 | 4.4 | % | 39,043 | 63.4 | % | ||||||||||||
Cost of goods sold | 1,022,959 | 57.5 | % | 813,873 | 57.6 | % | 209,086 | 25.7 | % | ||||||||||||
Gross profit | $ | 756,789 | 42.5 | % | $ | 599,825 | 42.4 | % | $ | 156,964 | 26.2 | % |
(1) | Includes $21,056 and $15,323 of stock-based compensation expense in 2017 and 2016, respectively. |
(thousands of dollars) | 2017 | % of net revenue | 2016 | % of net revenue | Increase/(decrease) | % Increase/(decrease) | |||||||||||||||
Selling and marketing | $ | 285,453 | 16.0 | % | $ | 198,309 | 14.0 | % | $ | 87,144 | 43.9 | % | |||||||||
General and administrative | 211,409 | 11.9 | % | 192,452 | 13.6 | % | 18,957 | 9.9 | % | ||||||||||||
Research and development | 137,915 | 7.8 | % | 119,807 | 8.5 | % | 18,108 | 15.1 | % | ||||||||||||
Business reorganization | — | — | % | 71,285 | 5.1 | % | (71,285 | ) | (100.0 | )% | |||||||||||
Depreciation and amortization | 30,707 | 1.7 | % | 28,800 | 2.0 | % | 1,907 | 6.6 | % | ||||||||||||
Total operating expenses(1) | $ | 665,484 | 37.4 | % | $ | 610,653 | 43.2 | % | $ | 54,831 | 9.0 | % |
(1) | Includes stock-based compensation expense, which was allocated as follows (in thousands): |
2017 | 2016 | |||||||
Selling and marketing | $ | 9,963 | $ | 9,425 | ||||
General and administrative | $ | 42,908 | $ | 40,322 | ||||
Research and development | $ | 7,952 | $ | 4,926 |
(thousands of dollars) | 2017 | % of net revenue | 2016 | % of net revenue | Increase/(decrease) | % Increase/(decrease) | |||||||||||||||
Interest income (expense), net | $ | (21,700 | ) | (1.2 | )% | $ | (29,239 | ) | (2.0 | )% | $ | 7,539 | (25.8 | )% | |||||||
Foreign exchange gain (loss) | 4,990 | 0.3 | % | (1,407 | ) | (0.1 | )% | 6,397 | (454.7 | )% | |||||||||||
Other | 1,019 | 0.1 | % | 441 | — | % | 579 | 131.3 | % | ||||||||||||
Interest and other, net | $ | (15,690 | ) | (0.9 | )% | $ | (30,205 | ) | (2.1 | )% | $ | 14,515 | (48.1 | )% |
(thousands of dollars) | 2016 | % of net revenue | 2015 | % of net revenue | Increase/(decrease) | % Increase/(decrease) | |||||||||||||||
Net revenue | $ | 1,413,698 | 100.0 | % | $ | 1,082,938 | 100.0 | % | $ | 330,760 | 30.5 | % | |||||||||
Internal royalties | 328,610 | 23.2 | % | 306,717 | 28.3 | % | 21,893 | 7.1 | % | ||||||||||||
Software development costs and royalties(1) | 223,512 | 15.8 | % | 231,615 | 21.4 | % | (8,103 | ) | (3.5 | )% | |||||||||||
Product costs | 200,206 | 14.2 | % | 178,810 | 16.5 | % | 21,396 | 12.0 | % | ||||||||||||
Licenses | 61,545 | 4.4 | % | 77,725 | 7.2 | % | (16,180 | ) | (20.8 | )% | |||||||||||
Cost of goods sold | 813,873 | 57.6 | % | 794,867 | 73.4 | % | 19,006 | 2.4 | % | ||||||||||||
Gross profit | $ | 599,825 | 42.4 | % | $ | 288,071 | 26.6 | % | $ | 311,754 | 108.2 | % |
(1) | Includes $15,323 and $17,121 of stock-based compensation expense in 2016 and 2015, respectively. |
(thousands of dollars) | 2016 | % of net revenue | 2015 | % of net revenue | Increase/(decrease) | % Increase/(decrease) | |||||||||||||||
Selling and marketing | $ | 198,309 | 14.0 | % | $ | 235,341 | 21.7 | % | $ | (37,032 | ) | (15.7 | )% | ||||||||
General and administrative | 192,452 | 13.6 | % | 175,093 | 16.2 | % | 17,359 | 9.9 | % | ||||||||||||
Research and development | 119,807 | 8.5 | % | 115,043 | 10.6 | % | 4,764 | 4.1 | % | ||||||||||||
Business reorganization | 71,285 | 5.1 | % | — | — | % | 71,285 | 100.0 | % | ||||||||||||
Depreciation and amortization | 28,800 | 2.0 | % | 21,057 | 2.0 | % | 7,743 | 36.8 | % | ||||||||||||
Total operating expenses(1) | $ | 610,653 | 43.2 | % | $ | 546,534 | 50.5 | % | $ | 64,119 | 11.7 | % |
(1) | Includes stock-based compensation expense, which was allocated as follows (in thousands): |
2016 | 2015 | ||||||
Selling and marketing | $ | 9,425 | $ | 8,798 | |||
General and administrative | $ | 40,322 | $ | 33,636 | |||
Research and development | $ | 4,926 | $ | 5,691 |
(thousands of dollars) | 2016 | % of net revenue | 2015 | % of net revenue | (Increase)/ decrease | % Increase/ (decrease) | |||||||||||||||
Interest income (expense), net | $ | (29,239 | ) | (2.0 | )% | $ | (29,901 | ) | (2.7 | )% | $ | 662 | (2.2 | )% | |||||||
Foreign exchange loss | (1,407 | ) | (0.1 | )% | (2,068 | ) | (0.2 | )% | 661 | (32.0 | )% | ||||||||||
Other | 441 | — | % | 76 | — | % | 365 | 480.3 | % | ||||||||||||
Interest and other, net | $ | (30,205 | ) | (2.1 | )% | $ | (31,893 | ) | (2.9 | )% | $ | 1,688 | (5.3 | )% |
Fiscal Year Ended March 31, | ||||||||||||
(thousands of dollars) | 2017 | 2016 | 2015 | |||||||||
Net cash provided by operating activities | $ | 331,429 | $ | 261,305 | $ | 212,814 | ||||||
Net cash used in investing activities | (129,030 | ) | (324,516 | ) | (220,141 | ) | ||||||
Net cash (used in) provided by financing activities | (49,772 | ) | (48,047 | ) | 928 | |||||||
Effects of foreign currency exchange rates on cash and cash equivalents | (7,973 | ) | (1,120 | ) | (17,881 | ) | ||||||
Net increase (decrease) in cash and cash equivalents | $ | 144,654 | $ | (112,378 | ) | $ | (24,280 | ) |
Fiscal Year Ending March 31, | Software Development and Licensing | Marketing | Operating Leases | Purchase Obligations | Convertible Notes Interest | Convertible Notes | Total | |||||||||||||||||||||
2018 | $ | 103,726 | $ | 12,547 | $ | 27,238 | $ | 38,243 | $ | 2,875 | $ | — | $ | 184,629 | ||||||||||||||
2019 | 53,426 | 50,458 | 32,325 | 9,842 | 1,438 | 268,149 | 415,638 | |||||||||||||||||||||
2020 | 34,450 | 12,750 | 23,386 | 4,200 | — | — | 74,786 | |||||||||||||||||||||
2021 | 15,032 | 3,250 | 20,117 | 205 | — | — | 38,604 | |||||||||||||||||||||
2022 | 15,000 | 3,250 | 18,269 | 54 | — | — | 36,573 | |||||||||||||||||||||
Thereafter | — | 3,250 | 77,987 | — | — | — | 81,237 | |||||||||||||||||||||
Total | $ | 221,634 | $ | 85,505 | $ | 199,322 | $ | 52,544 | $ | 4,313 | $ | 268,149 | $ | 831,467 |
(a) | The following documents are filed as part of this Report: |
(i) | Financial Statements. See Index to Financial Statements on page 66 of this Report. |
(ii) | Financial Statement Schedule. See Note 21 to the Consolidated Financial Statements. |
(iii) | Index to Exhibits: |
Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
2.1 | Share Sale and Purchase Agreement, dated January 31, 2017, by and among Take-Two Interactive Software, Inc., Take-Two Invest Espana, S.L., Andres Bou Ortiz, Horacio Martos Borja, Marc Canaleta Caupena, Voladuras Hinojo, S.L., Nauta Tech Invest III, S.C.R., S.A., Bilbao Vizcaya Holding, S.A., La Banque Postale Innovation 11 FCPI, Capital Croissance 4, Objectif Innovation Patrimoine 4 FCPI, Strategie PME 2011 FCPI, Idinvest Patrimoine FCPI, Allianz Eco Innovation 3 FCPI, Objectif Innovation 5 FCPI, Idinvest Crossance FCPI, SG Innovation 2011 FCPI, Allianz Eco Innovation 2 FCPI, Objectif Innovation 4 FCPI, Idinvest Flexible 2016 FCPI, Capital Croissance 5 FCPI, Objectif Innovation Patrimoine 5 FCPI, Idinvest Patrimoine 2 FCPI, Objectif Innovation Patrimoine 6 FCPI, Idinvest Patrimoine 3 FCPI, Greylock Israel Investment Vehicle in Social Point, LTD, and HCPESP, S.a.r.l. † | 8-K | 2/3/2017 | 2.1 | ||||||
3.1 | Restated Certificate of Incorporation | 10-K | 2/12/2004 | 3.1 | ||||||
3.1.1 | Certificate of Amendment of Restated Certificate of Incorporation, dated April 30, 1998 | 10-K | 2/12/2004 | 3.1.2 | ||||||
3.1.2 | Certificate of Amendment of Restated Certificate of Incorporation, dated November 17, 2003 | 10-K | 2/12/2004 | 3.1.3 | ||||||
3.1.3 | Certificate of Amendment of Restated Certificate of Incorporation, dated April 23, 2009. | 8-K | 4/23/2009 | 3.1 | ||||||
3.1.4 | Certificate of Amendment of Restated Certificate of Incorporation, dated September 21, 2012 | 8-K | 9/24/2012 | 3.1 | ||||||
3.2 | Certificate of Designation of Series A Preferred Stock, dated March 11, 1998 | 10-K | 2/12/2004 | 3.1.1 | ||||||
3.3 | Certificate of Designation of Series B Preferred Stock, dated March 26, 2008 | 8-A12B | 3/26/2008 | 4.2 | ||||||
3.4 | Amended and Restated Bylaws of Take-Two Interactive Software, Inc., effective as of December 2, 2014. | 8-K | 12/5/2014 | 3.1 | ||||||
4.1 | Indenture, dated as of June 18, 2013, by and between the Company and The Bank of New York Mellon, as Trustee, relating to 1.00% Convertible Notes | 8-K | 6/18/2013 | 4.1 |
Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
4.2 | Supplemental Indenture, dated as of June 18, 2013, between the Company and The Bank of New York Mellon, as Trustee, to Indenture, dated as of June 18, 2013, between the Company and The Bank of New York Mellon, as Trustee | 8-K | 6/18/2013 | 4.2 | ||||||
4.3 | Form of 1.00% Convertible Note (included in Exhibit 4.4) | 8-K | 6/18/2013 | 4.2 | ||||||
10.1 | Take-Two Interactive Software, Inc. Change in Control Employee Severance Plan+ | 8-K | 3/7/2008 | 10.1 | ||||||
10.2 | Amended and Restated Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan, effective as of July 21, 2016+ | 14A | 7/28/2016 | Annex A | ||||||
10.3 | Form of Employee Restricted Stock Agreement+ | 10-Q | 6/5/2009 | 10.2 | ||||||
10.4 | Form of Non-Employee Director Restricted Stock Agreement+ | 10-Q | 6/5/2009 | 10.3 | ||||||
10.5 | Form of Employee Restricted Unit Agreement+ | 10-Q | 8/1/2012 | 10.1 | ||||||
10.6 | Form of Employee Restricted Unit Agreement+ | 10-Q | 10/30/2013 | 10.1 | ||||||
10.7 | Form of Employee Restricted Unit Agreement+ | 10-Q | 10/30/2013 | 10.2 | ||||||
10.8 | Form of Employee Restricted Unit Agreement+ | 10-Q | 10/30/2013 | 10.3 | ||||||
10.9 | Form of Employee Restricted Unit Agreement+ | 10-Q | 10/30/2013 | 10.4 | ||||||
10.10 | Form of Employee Restricted Unit Agreement+ | 10-Q | 10/30/2013 | 10.5 | ||||||
10.11 | Employment Agreement, dated May 12, 2010, between the Company and Lainie Goldstein+ | 8-K | 5/14/2010 | 10.1 | ||||||
10.12 | First Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein+ | 8-K | 10/25/2010 | 10.1 | ||||||
10.13 | Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein+ | 10-Q | 10/31/2012 | 10.6 | ||||||
10.14 | Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff+ | 8-K | 2/15/2008 | 10.3 | ||||||
10.15 | Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson+ | 10-Q | 2/6/2015 | 10.1 | ||||||
10.16 | Management Agreement, dated as of May 20, 2011, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+ | 8-K | 5/24/2011 | 10.1 | ||||||
10.17 | Amendment to Non-Qualified Stock Option Agreement with ZelnickMedia Corporation, dated as of November 18, 2013+ | 8-K | 11/18/2013 | 10.1 | ||||||
10.18 | Amendment to the Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of December 2, 2014+ | 10-Q | 2/6/2015 | 10.2 |
Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
10.19 | Amendment to the Performance Based Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of December 2, 2014+ | 10-Q | 2/6/2015 | 10.3 | ||||||
10.20 | Second Amendment to the Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of April 24, 2015+ | S-3ASR | 5/20/2015 | 10.5 | ||||||
10.21 | Second Amendment to the Performance Based Restricted Stock Agreement dated as of May 20, 2011 between the Company and ZelnickMedia Corporation, effective as of April 24, 2015+ | S-3ASR | 5/20/2015 | 10.6 | ||||||
10.22 | Management Agreement, dated as of March 10, 2014, by and between the Company and ZelnickMedia Corporation+ | 8-K | 3/10/2014 | 10.1 | ||||||
10.23 | Restricted Unit Agreement, dated as of May 20, 2015, by and between the Company and ZelnickMedia Corporation+ | S-3ASR | 5/20/2015 | 10.2 | ||||||
10.24 | Amended and Restated Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of June 30, 2015+ | 10-Q | 8/10/2015 | 10.1 | ||||||
10.25 | Amendment to the Restricted Stock Unit Agreement, dated as of March 31, 2016, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+ | 10-K | 5/19/2016 | 10.50 | ||||||
10.26 | Restricted Unit Agreement, dated as of May 20, 2016, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+ | S-3ASR | 5/20/2016 | 10.2 | ||||||
10.27 | Amendment to Amended and Restated Restricted Unit Agreement Pursuant to the Take Two Interactive Software, Inc. 2009 Incentive Stock Plan, dated as of February 7, 2017+ | 10-Q | 2/8/2017 | 10.3 | ||||||
10.28 | Security Agreement dated as of July 3, 2007, made by each of the Grantors listed on the signature pages thereof and Wells Fargo Foothill, Inc. in its capacity as administrative agent for the Lender Group and the Bank Product Providers | 8-K | 7/9/2007 | 10.2 | ||||||
10.29 | Supplement to Security Agreement dated as of November 16, 2007, made by each of the grantors listed on the signature pages thereof and Wells Fargo Foothill, Inc. in its capacity as administrative agent for the Lender Group and the Bank Product Providers | 8-K | 11/20/2007 | 99.2 | ||||||
10.30 | Second Amended and Restated Credit Agreement, dated as of October 17, 2011, by and among the Company, each of its Subsidiaries identified on the signature pages thereto as Borrowers, each of its Subsidiaries identified on the signature pages thereto as Guarantors, the lender parties thereto, and Wells Fargo Capital Finance, Inc., as administrative agent | 8-K | 10/17/2011 | 10.1 |
Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
10.31 | First Amendment to Second Amended and Restated Credit Agreement, dated June 12, 2013 | 10-K | 5/14/2014 | 10.27 | ||||||
10.32 | Second Amendment to Second Amended and Restated Credit Agreement, dated April 28, 2014 | 10-K | 5/14/2014 | 10.28 | ||||||
10.33 | Third Amendment to Second Amended and Restated Credit Agreement, dated August 18, 2014 | 8-K | 8/21/2014 | 10.1 | ||||||
10.34 | Fourth Amendment to Second Amended and Restated Credit Agreement, May 21, 2015 | 10-K | 5/19/2016 | 10.45 | ||||||
10.35 | Fifth Amendment to Second Amended and Restated Credit Agreement, dated February 11, 2016 | 8-K | 2/12/2016 | 10.1 | ||||||
10.36 | Sixth Amendment to Second Amended and Restated Credit Agreement, dated April 8, 2016 | 10-Q | 8/5/2016 | 10.1 | ||||||
10.37 | Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company* | 10-Q | 11/8/2011 | 10.3 | ||||||
10.38 | Amendment to Xbox 360 Publisher License Agreement, dated December 4, 2008, between Microsoft Licensing, GP and the Company* | 10-Q | 6/5/2009 | 10.1 | ||||||
10.39 | Amendment to the Xbox 360 Publisher License Agreement, dated November 22, 2011, between the Company and Microsoft Licensing, GP* | 10-Q | 2/3/2012 | 10.1 | ||||||
10.40 | Amendment to the Xbox 360 Publisher License Agreement, dated December 11, 2012, between the Company and Microsoft Licensing, GP* | 10-Q | 2/6/2013 | 10.2 | ||||||
10.41 | Amendment to the Xbox 360 Publisher License Agreement, dated November 13, 2013, between the Company and Microsoft Licensing, GP.* | 10-Q | 2/4/2014 | 10.2 | ||||||
10.42 | Amendment to the Xbox 360 Publisher License Agreement, dated September 30, 2014, between Microsoft Corporation and the Company* | 10-Q | 10/30/2014 | 10.1 | ||||||
10.43 | Xbox One Publisher License Agreement dated October 31, 2013, between Microsoft Licensing, GP and the Company* | 10-Q | 2/4/2014 | 10.1 | ||||||
10.44 | Amendment to the Xbox One Publisher License Agreement, dated May 7, 2014, between Microsoft Licensing, GP and the Company* | 10-Q | 8/6/2014 | 10.1 | ||||||
10.45 | Amendment to the Xbox One Publisher License Agreement, dated January 30, 2015, between Microsoft Corporation and the Company* | 10-K | 5/19/2016 | 10.48 | ||||||
10.46 | Amendment No. 3 to the Xbox One Publisher License Agreement, dated August 13, 2015, between Microsoft Corporation and the Company* | 10-K | 5/19/2016 | 10.49 |
Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
10.47 | Amendment No. 4 to the Xbox One Publisher License Agreement, dated December 15, 2016, between Microsoft Corporation and the Company** | 10-Q/A | 5/23/2017 | 10.2 | ||||||
10.48 | PlayStation Global Developer and Publisher Agreement, dated as of March 23, 2017, between the Company and certain of its affiliates and Sony Interactive Entertainment, Inc., Sony Interactive Entertainment America LLC, and Sony Interactive Entertainment Europe Ltd.** | X | ||||||||
10.49 | Lease Agreement between the Company and Moklam Enterprises, Inc. dated July 1, 2002 | 10-Q | 9/16/2002 | 10.2 | ||||||
10.50 | Sixth Lease Modification Agreement, dated January 18, 2012, between the Company and Moklam Enterprises, Inc. | 10-K | 5/23/2012 | 10.45 | ||||||
10.51 | Seventh Lease Modification Agreement, dated April 8, 2014, between the Company and Moklam Enterprises, Inc. | 10-K | 5/14/2014 | 10.39 | ||||||
10.52 | Eighth Lease Modification Agreement, dated as of January 6, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc. | 10-K | 5/19/2016 | 10.47 | ||||||
10.53 | Ninth Lease Modification Agreement, dated as of December 15, 2015, by and between Take-Two Interactive Software, Inc. and Moklam Enterprises, Inc. | 10-Q | 2/4/2016 | 10.1 | ||||||
10.54 | Lease Agreement, dated as of December 12, 2016, by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC for a premises with entrances at 1133 Avenue of the Americas and 110 West 44th Street, New York, New York 10036 | 10-Q | 2/8/2017 | 10.1 | ||||||
10.55 | Registration Rights Agreement, dated January 31, 2017, by and among Take-Two Interactive Software, Inc, Andres Bou Ortiz, Horacio Martos Borja, Marc Canaleta Caupena, Voladuras Hinojo, S.L., Nauta Tech Invest III, S.C.R., S.A., Bilbao Vizcaya Holding, S.A., La Banque Postale Innovation 11 FCPI, Capital Croissance 4, Objectif Innovation Patrimoine 4 FCPI, Strategie PME 2011 FCPI, Idinvest Patrimoine FCPI, Allianz Eco Innovation 3 FCPI, Objectif Innovation 5 FCPI, Idinvest Crossance FCPI, SG Innovation 2011 FCPI, Allianz Eco Innovation 2 FCPI, Objectif Innovation 4 FCPI, Idinvest Flexible 2016 FCPI, Capital Croissance 5 FCPI, Objectif Innovation Patrimoine 5 FCPI, Idinvest Patrimoine 2 FCPI, Objectif Innovation Patrimoine 6 FCPI, Idinvest Patrimoine 3 FCPI, Greylock Israel Investment Vehicle in Social Point, LTD, and HCPESP, S.a.r.l. | 8-K | 2/3/2017 | 10.1 |
Importance by Reference | ||||||||||
Exhibit Number | Exhibit Description | Form | Filing Date | Exhibit | Filed Herewith | |||||
21.1 | Subsidiaries of the Company | X | ||||||||
23.1 | Consent of Ernst & Young LLP | X | ||||||||
31.1 | Chief Executive Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
31.2 | Chief Financial Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
32.1 | Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
32.2 | Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
101.INS | XBRL Instance Document. | X | ||||||||
101.SCH | XBRL Taxonomy Extension Schema Document. | X | ||||||||
101.CAL | XBRL Taxonomy Calculation Linkbase Document. | X | ||||||||
101.LAB | XBRL Taxonomy Label Linkbase Document. | X | ||||||||
101.PRE | XBRL Taxonomy Presentation Linkbase Document. | X | ||||||||
101.DEF | XBRL Taxonomy Extension Definition Document. | X |
† | Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request. |
* | Portions thereof were omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment that was granted in accordance with Exchange Act Rule 24b-2. |
** | Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Exchange Act Rule 24b-2. |
Page | |
Consolidated Balance Sheets—At March 31, 2017 and 2016 | |
Consolidated Statements of Operations—For the fiscal years ended March 31, 2017, 2016 and 2015 | |
Consolidated Statements of Comprehensive Income (Loss)—For the fiscal years ended March 31, 2017, 2016 and 2015 | |
Consolidated Statements of Cash Flows—For the fiscal years ended March 31, 2017, 2016 and 2015 | |
Consolidated Statements of Stockholders' Equity—For the fiscal years ended March 31, 2017, 2016 and 2015 | |
March 31, | ||||||||
2017 | 2016 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 943,396 | $ | 798,742 | ||||
Short-term investments | 448,932 | 470,820 | ||||||
Restricted cash | 337,818 | 261,169 | ||||||
Accounts receivable, net of allowances of $66,483 and $45,552 at March 31, 2017 and 2016, respectively | 219,558 | 168,527 | ||||||
Inventory | 16,323 | 15,888 | ||||||
Software development costs and licenses | 41,721 | 178,387 | ||||||
Deferred cost of goods sold | 127,901 | 98,474 | ||||||
Prepaid expenses and other | 59,593 | 53,269 | ||||||
Total current assets | 2,195,242 | 2,045,276 | ||||||
Fixed assets, net | 67,300 | 77,127 | ||||||
Software development costs and licenses, net of current portion | 381,910 | 214,831 | ||||||
Deferred cost of goods sold, net of current portion | — | 17,915 | ||||||
Goodwill | 359,115 | 217,080 | ||||||
Other intangibles, net | 110,262 | 4,609 | ||||||
Other assets | 35,325 | 13,439 | ||||||
Total assets | $ | 3,149,154 | $ | 2,590,277 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 31,892 | $ | 30,448 | ||||
Accrued expenses and other current liabilities | 750,875 | 607,479 | ||||||
Deferred revenue | 903,125 | 582,484 | ||||||
Total current liabilities | 1,685,892 | 1,220,411 | ||||||
Long-term debt | 251,929 | 497,935 | ||||||
Non-current deferred revenue | 10,406 | 216,319 | ||||||
Other long-term liabilities | 197,199 | 74,227 | ||||||
Total liabilities | 2,145,426 | 2,008,892 | ||||||
Commitments and contingencies | ||||||||
Stockholders' equity: | ||||||||
Preferred stock, $.01 par value, 5,000 shares authorized: no shares issued and outstanding at March 31, 2017 and 2016 | — | — | ||||||
Common stock, $.01 par value, 200,000 shares authorized; 119,813 and 103,765 shares issued and 102,621 and 86,573 outstanding at March 31, 2017 and 2016, respectively | 1,198 | 1,038 | ||||||
Additional paid-in capital | 1,452,754 | 1,088,628 | ||||||
Treasury stock, at cost; 17,192 common shares at March 31, 2017 and 2016, respectively | (303,388 | ) | (303,388 | ) | ||||
Accumulated deficit | (99,694 | ) | (166,997 | ) | ||||
Accumulated other comprehensive loss | (47,142 | ) | (37,896 | ) | ||||
Total stockholders' equity | 1,003,728 | 581,385 | ||||||
Total liabilities and stockholders' equity | $ | 3,149,154 | $ | 2,590,277 |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Net revenue | $ | 1,779,748 | $ | 1,413,698 | $ | 1,082,938 | ||||||
Cost of goods sold | 1,022,959 | 813,873 | 794,867 | |||||||||
Gross profit | 756,789 | 599,825 | 288,071 | |||||||||
Selling and marketing | 285,453 | 198,309 | 235,341 | |||||||||
General and administrative | 211,409 | 192,452 | 175,093 | |||||||||
Research and development | 137,915 | 119,807 | 115,043 | |||||||||
Business reorganization | — | 71,285 | — | |||||||||
Depreciation and amortization | 30,707 | 28,800 | 21,057 | |||||||||
Total operating expenses | 665,484 | 610,653 | 546,534 | |||||||||
Income (loss) from operations | 91,305 | (10,828 | ) | (258,463 | ) | |||||||
Interest and other, net | (15,690 | ) | (30,205 | ) | (31,893 | ) | ||||||
Gain on long-term investments, net | 1,350 | 2,683 | 17,476 | |||||||||
Income (loss) before income taxes | 76,965 | (38,350 | ) | (272,880 | ) | |||||||
Provision for (benefit from) income taxes | 9,662 | (30,048 | ) | 6,590 | ||||||||
Net income (loss) | $ | 67,303 | $ | (8,302 | ) | $ | (279,470 | ) | ||||
Earnings (loss) per share: | ||||||||||||
Basic earnings (loss) per share | $ | 0.73 | $ | (0.10 | ) | $ | (3.48 | ) | ||||
Diluted earnings (loss) per share | $ | 0.72 | $ | (0.10 | ) | $ | (3.48 | ) |
March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Net income (loss) | $ | 67,303 | $ | (8,302 | ) | $ | (279,470 | ) | ||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | (9,086 | ) | (7,364 | ) | (32,747 | ) | ||||||
Cash flow hedges: | ||||||||||||
Change in unrealized gains, net of taxes | — | — | 32 | |||||||||
Reclassification to earnings, net of taxes | — | (17 | ) | — | ||||||||
Change in fair value of effective cash flow hedges | — | (17 | ) | 32 | ||||||||
Available-for-sale securities: | ||||||||||||
Net unrealized gain (loss), net of taxes | (169 | ) | 73 | (25 | ) | |||||||
Reclassification to earnings for realized net loss, net of taxes | 9 | 36 | — | |||||||||
Change in fair value of available-for-sale securities | (160 | ) | 109 | (25 | ) | |||||||
Other comprehensive loss | (9,246 | ) | (7,272 | ) | (32,740 | ) | ||||||
Comprehensive income (loss) | $ | 58,057 | $ | (15,574 | ) | $ | (312,210 | ) |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Operating activities: | ||||||||||||
Net income (loss) | $ | 67,303 | $ | (8,302 | ) | $ | (279,470 | ) | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||
Amortization and impairment of software development costs and licenses | 221,911 | 134,472 | 133,453 | |||||||||
Stock-based compensation | 81,879 | 69,996 | 65,246 | |||||||||
Depreciation and amortization | 30,707 | 28,800 | 21,057 | |||||||||
Amortization of discount on Convertible Notes | 21,222 | 23,457 | 22,026 | |||||||||
Amortization and impairment of intellectual property | 6,738 | 160 | 344 | |||||||||
Deferred income taxes | 3,020 | (270 | ) | 2,279 | ||||||||
Amortization of debt issuance costs | 1,227 | 1,567 | 1,663 | |||||||||
Gain on long-term investments, net | (1,350 | ) | (2,683 | ) | (17,476 | ) | ||||||
Other, net | (3,410 | ) | 2,588 | 2,068 | ||||||||
Changes in assets and liabilities: | ||||||||||||
Restricted cash | (76,474 | ) | (91,491 | ) | 24,161 | |||||||
Accounts receivable | (41,956 | ) | 49,348 | (164,717 | ) | |||||||
Inventory | (4,942 | ) | 3,809 | 9,729 | ||||||||
Software development costs and licenses | (252,951 | ) | (219,217 | ) | (188,772 | ) | ||||||
Prepaid expenses, other current and other non-current assets | (22,155 | ) | (12,272 | ) | 5,398 | |||||||
Deferred revenue | 126,285 | 152,325 | 568,028 | |||||||||
Deferred cost of goods sold | (14,969 | ) | (41,144 | ) | (70,788 | ) | ||||||
Accounts payable, accrued expenses and other liabilities | 189,344 | 170,162 | 78,585 | |||||||||
Net cash provided by operating activities | 331,429 | 261,305 | 212,814 | |||||||||
Investing activities: | ||||||||||||
Change in bank time deposits | 89,076 | (182,383 | ) | (87,500 | ) | |||||||
Proceeds from available-for-sale securities | 155,936 | 43,314 | — | |||||||||
Purchases of available-for-sale securities | (195,733 | ) | (150,501 | ) | (100,116 | ) | ||||||
Purchases of commercial paper | (25,938 | ) | — | — | ||||||||
Purchases of fixed assets | (21,167 | ) | (37,280 | ) | (49,501 | ) | ||||||
Proceeds from sale of long-term investment | 1,350 | 2,683 | 21,976 | |||||||||
Purchase of long-term investments | (1,885 | ) | — | (5,000 | ) | |||||||
Business acquisitions, net of cash acquired | (130,669 | ) | — | — | ||||||||
Other | — | (349 | ) | — | ||||||||
Net cash used in investing activities | (129,030 | ) | (324,516 | ) | (220,141 | ) | ||||||
Financing activities: | ||||||||||||
Tax payment related to net share settlements on restricted stock awards | (51,762 | ) | (22,916 | ) | — | |||||||
Repurchase of common stock | — | (26,552 | ) | — | ||||||||
Excess tax benefit from stock-based compensation | 1,990 | 1,421 | 928 | |||||||||
Net cash (used in) provided by financing activities | (49,772 | ) | (48,047 | ) | 928 | |||||||
Effects of foreign currency exchange rates on cash and cash equivalents | (7,973 | ) | (1,120 | ) | (17,881 | ) | ||||||
Net increase (decrease) in cash and cash equivalents | 144,654 | (112,378 | ) | (24,280 | ) | |||||||
Cash and cash equivalents, beginning of year | 798,742 | 911,120 | 935,400 | |||||||||
Cash and cash equivalents, end of year | $ | 943,396 | $ | 798,742 | $ | 911,120 | ||||||
Supplemental data: | ||||||||||||
Interest paid | $ | 7,628 | $ | 7,626 | $ | 7,657 | ||||||
Income taxes paid (refunded) | $ | 6,648 | $ | (26,223 | ) | $ | 9,749 |
Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings/(Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | ||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||
Balance, March 31, 2014 | 105,156 | $ | 1,052 | $ | 954,699 | (16,238 | ) | $ | (276,836 | ) | $ | 120,775 | $ | 2,116 | $ | 801,806 | |||||||||||||||
Net loss | — | — | — | — | — | (279,470 | ) | — | (279,470 | ) | |||||||||||||||||||||
Change in cumulative foreign currency translation adjustment | — | — | — | — | — | — | (32,747 | ) | (32,747 | ) | |||||||||||||||||||||
Change in unrealized gains on derivative instruments, net | — | — | — | — | — | — | 32 | 32 | |||||||||||||||||||||||
Net unrealized loss on available-for-sale securities, net of taxes | — | — | — | — | — | — | (25 | ) | (25 | ) | |||||||||||||||||||||
Stock-based compensation | — | — | 72,579 | — | — | — | — | 72,579 | |||||||||||||||||||||||
Tax benefit associated with stock awards | — | — | 928 | — | — | — | — | 928 | |||||||||||||||||||||||
Issuance of restricted stock, net of forfeitures and cancellations | (570 | ) | (6 | ) | (108 | ) | — | — | — | — | (114 | ) | |||||||||||||||||||
Issuance of common stock in connection with acquisition | 8 | — | 99 | — | — | — | — | 99 | |||||||||||||||||||||||
Balance, March 31, 2015 | 104,594 | 1,046 | 1,028,197 | (16,238 | ) | (276,836 | ) | (158,695 | ) | (30,624 | ) | 563,088 | |||||||||||||||||||
Net loss | — | — | — | — | — | (8,302 | ) | — | (8,302 | ) | |||||||||||||||||||||
Change in cumulative foreign currency translation adjustment | — | — | — | — | — | — | (7,364 | ) | (7,364 | ) | |||||||||||||||||||||
Change in unrealized gains on derivative instruments, net | — | — | — | — | — | — | (17 | ) | (17 | ) | |||||||||||||||||||||
Net unrealized loss on available-for-sale securities, net of taxes | — | — | — | — | — | — | 109 | 109 | |||||||||||||||||||||||
Stock-based compensation | — | — | 83,137 | — | — | — | — | 83,137 | |||||||||||||||||||||||
Tax benefit associated with stock awards | — | — | 1,421 | — | — | — | — | 1,421 | |||||||||||||||||||||||
Issuance of restricted stock, net of forfeitures and cancellations | (84 | ) | (1 | ) | 1 | — | — | — | — | — | |||||||||||||||||||||
Repurchased common stock | — | — | — | (954 | ) | (26,552 | ) | — | — | (26,552 | ) | ||||||||||||||||||||
Net share settlement of restricted stock awards | (745 | ) | (7 | ) | (24,128 | ) | — | — | — | — | (24,135 | ) | |||||||||||||||||||
Balance, March 31, 2016 | 103,765 | 1,038 | 1,088,628 | (17,192 | ) | (303,388 | ) | (166,997 | ) | (37,896 | ) | 581,385 | |||||||||||||||||||
Net income | — | — | — | — | — | 67,303 | — | 67,303 | |||||||||||||||||||||||
Change in cumulative foreign currency translation adjustment | — | — | — | — | — | — | (9,086 | ) | (9,086 | ) | |||||||||||||||||||||
Net unrealized gain on available-for-sale securities, net of taxes | — | — | — | — | — | — | (160 | ) | (160 | ) | |||||||||||||||||||||
Stock-based compensation | — | — | 88,378 | — | — | — | — | 88,378 | |||||||||||||||||||||||
Tax benefit associated with stock awards | — | — | 1,990 | — | — | — | — | 1,990 | |||||||||||||||||||||||
Issuance of restricted stock, net of forfeitures and cancellations | 1,738 | 17 | (17 | ) | — | — | — | — | — | ||||||||||||||||||||||
Settlement of 1.75% Convertible Notes Due 2016 | 13,094 | 131 | 249,866 | — | — | — | — | 249,997 | |||||||||||||||||||||||
Conversion of 1.00% Convertible Notes Due 2018 | 899 | 9 | 18,332 | — | — | — | — | 18,341 | |||||||||||||||||||||||
Issuance of shares related to Social Point acquisition | 1,480 | 15 | 57,327 | — | — | — | — | — | 57,342 | ||||||||||||||||||||||
Net share settlement of restricted stock awards | (1,163 | ) | (12 | ) | (51,750 | ) | — | — | — | — | (51,762 | ) | |||||||||||||||||||
Balance, March 31, 2017 | 119,813 | $ | 1,198 | $ | 1,452,754 | (17,192 | ) | $ | (303,388 | ) | $ | (99,694 | ) | $ | (47,142 | ) | $ | 1,003,728 |
• | the period of time over which the substantial majority of a respective title’s estimated lifetime game sales and in-game virtual currency sales are expected to occur; |
• | the period of time over which we plan to provide free unspecified add-on content updates, maintenance or other remaining material online support services associated with our online-enabled games; |
• | the time over which we plan to dedicate internal resources to support the online functionality of a title; |
• | known and expected online gameplay trends; |
• | the results from prior analyses; |
• | the nature of the game (e.g., annual title, genre, period of time between franchise title releases, etc.); and |
• | the disclosed service periods for competitors’ games. |
• | Level 1—Quoted prices in active markets for identical assets or liabilities. |
• | Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data. |
• | Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
March 31, 2017 | Quoted prices in active markets for identical assets (level 1) | Significant other observable inputs (level 2) | Significant unobservable inputs (level 3) | Balance Sheet Classification | ||||||||||||||
Money market funds | $ | 646,386 | $ | 646,386 | $ | — | $ | — | Cash and cash equivalents | |||||||||
Bank-time deposits | 46,605 | 46,605 | — | — | Cash and cash equivalents | |||||||||||||
Commercial paper | 38,268 | — | 38,268 | — | Cash and cash equivalents | |||||||||||||
Corporate bonds | 273,187 | — | 273,187 | — | Short-term investments | |||||||||||||
Bank-time deposits | 175,745 | 175,745 | — | — | Short-term investments | |||||||||||||
Foreign currency forward contracts | 2 | — | 2 | — | Prepaid expenses and other | |||||||||||||
Foreign currency forward contracts | (352 | ) | — | (352 | ) | — | Accrued and other current liabilities | |||||||||||
Private equity | 570 | — | — | 570 | Other assets | |||||||||||||
Contingent consideration | 6,465 | — | — | 6,465 | Other long-term liabilities | |||||||||||||
Total recurring fair value measurements, net | $ | 1,186,876 | $ | 868,736 | $ | 311,105 | $ | 7,035 |
March 31, 2016 | Quoted prices in active markets for identical assets (level 1) | Significant other observable inputs (level 2) | Significant unobservable inputs (level 3) | Balance Sheet Classification | ||||||||||||||
Money market funds | $ | 562,726 | $ | 562,726 | $ | — | $ | — | Cash and cash equivalents | |||||||||
Corporate bonds | 205,250 | — | 205,250 | — | Short-term investments | |||||||||||||
Bank-time deposits | 265,570 | 265,570 | — | — | Short-term investments | |||||||||||||
Foreign currency forward contracts | (137 | ) | — | (137 | ) | — | Accrued and other current liabilities | |||||||||||
Total recurring fair value measurements, net | $ | 1,033,409 | $ | 828,296 | $ | 205,113 | $ | — |
March 31, 2017 | ||||||||||||||||
Cost or Amortized Cost | Gross Unrealized | |||||||||||||||
Gains | Losses | Fair Value | ||||||||||||||
Short-term investments | ||||||||||||||||
Bank time deposits | $ | 175,745 | $ | — | $ | — | $ | 175,745 | ||||||||
Available-for-sale securities: | ||||||||||||||||
Corporate bonds | 273,196 | 226 | (235 | ) | 273,187 | |||||||||||
Total short-term investments | $ | 448,941 | $ | 226 | $ | (235 | ) | $ | 448,932 |
March 31, 2016 | ||||||||||||||||
Cost or Amortized Cost | Gross Unrealized | |||||||||||||||
Gains | Losses | Fair Value | ||||||||||||||
Short-term investments | ||||||||||||||||
Bank time deposits | $ | 265,570 | $ | — | $ | — | $ | 265,570 | ||||||||
Available-for-sale securities: | ||||||||||||||||
Corporate bonds | 205,166 | 131 | (47 | ) | 205,250 | |||||||||||
Total short-term investments | $ | 470,736 | $ | 131 | $ | (47 | ) | $ | 470,820 |
March 31, 2017 | ||||||||
Amortized Cost | Fair Value | |||||||
Short-term investments | ||||||||
Due in 1 year or less | $ | 362,259 | $ | 362,338 | ||||
Due in 1-2 years | 86,682 | 86,594 | ||||||
Total short-term investments | $ | 448,941 | $ | 448,932 |
March 31, | ||||||||
2017 | 2016 | |||||||
Forward contracts to sell foreign currencies | $ | 177,549 | $ | 54,529 | ||||
Forward contracts to purchase foreign currencies | $ | 9,170 | $ | 2,409 |
March 31, | ||||||||
2017 | 2016 | |||||||
Finished products | $ | 15,530 | $ | 14,321 | ||||
Parts and supplies | 793 | 1,567 | ||||||
Inventory | $ | 16,323 | $ | 15,888 |
March 31, | ||||||||||||||||
2017 | 2016 | |||||||||||||||
Current | Non-current | Current | Non-current | |||||||||||||
Software development costs, internally developed | $ | 28,959 | $ | 310,229 | $ | 131,378 | $ | 162,261 | ||||||||
Software development costs, externally developed | 5,455 | 71,407 | 46,888 | 45,703 | ||||||||||||
Licenses | 7,307 | 274 | 121 | 6,867 | ||||||||||||
Software development costs and licenses | $ | 41,721 | $ | 381,910 | $ | 178,387 | $ | 214,831 |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Amortization of software development costs and licenses | $ | 222,801 | $ | 117,506 | $ | 119,488 | ||||||
Impairment of software development costs and licenses | 20,166 | 22,671 | 23,947 | |||||||||
Less: Portion representing stock-based compensation | (21,056 | ) | (5,705 | ) | (9,982 | ) | ||||||
Amortization and impairment, net of stock-based compensation | $ | 221,911 | $ | 134,472 | $ | 133,453 |
March 31, | ||||||||
2017 | 2016 | |||||||
Computer equipment | $ | 75,281 | $ | 74,684 | ||||
Computer software | 41,527 | 39,277 | ||||||
Leasehold improvements | 56,758 | 47,773 | ||||||
Office equipment | 5,843 | 6,344 | ||||||
Furniture and fixtures | 9,108 | 8,051 | ||||||
188,517 | 176,129 | |||||||
Less: accumulated depreciation | 121,217 | 99,002 | ||||||
Fixed assets, net | $ | 67,300 | $ | 77,127 |
Total | ||||
Balance at March 31, 2015 | $ | 217,288 | ||
Currency translation adjustment | (208 | ) | ||
Balance at March 31, 2016 | $ | 217,080 | ||
Additions and adjustments (see Note 23) | 143,952 | |||
Currency translation adjustment | $ | (1,917 | ) | |
Balance at March 31, 2017 | $ | 359,115 |
March 31, | |||||||||||||||||||||||
2017 | 2016 | ||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Book Value | Gross Carrying Amount | Accumulated Amortization | Net Book Value | ||||||||||||||||||
Intellectual property | $ | 15,931 | $ | (12,943 | ) | $ | 2,988 | $ | 26,859 | $ | (22,250 | ) | $ | 4,609 | |||||||||
Developed game technology | 54,421 | (2,659 | ) | 51,762 | — | — | — | ||||||||||||||||
Analytics technology | 29,959 | (999 | ) | 28,960 | — | — | — | ||||||||||||||||
User base | 9,079 | (1,513 | ) | 7,566 | — | — | — | ||||||||||||||||
Branding and trade names | 4,237 | (78 | ) | 4,159 | — | — | — | ||||||||||||||||
Total definite-lived intangible assets | $ | 113,627 | $ | (18,192 | ) | $ | 95,435 | $ | 26,859 | $ | (22,250 | ) | $ | 4,609 |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Cost of goods sold | $ | 4,252 | $ | 160 | $ | 344 | ||||||
Selling and marketing | 1,497 | — | — | |||||||||
Research and development | 989 | — | — | |||||||||
Depreciation and amortization | 78 | — | — | |||||||||
Total amortization of intangible assets | $ | 6,816 | $ | 160 | $ | 344 |
Fiscal Year Ended March 31, | Amortization | |||
2018 | $ | 32,617 | ||
2019 | 21,672 | |||
2020 | 20,290 | |||
2021 | 12,354 | |||
2022 | 5,918 |
March 31, | ||||||||
2017 | 2016 | |||||||
Software development royalties | $ | 492,133 | $ | 414,492 | ||||
Business reorganization (see Note 20) | 65,935 | 66,323 | ||||||
Compensation and benefits | 44,843 | 39,919 | ||||||
Licenses | 37,019 | 31,825 | ||||||
Deferred acquisition payments | 25,000 | — | ||||||
Marketing and promotions | 21,030 | 14,938 | ||||||
Other | 64,915 | 39,982 | ||||||
Accrued expenses and other current liabilities | $ | 750,875 | $ | 607,479 |
March 31, | ||||||||
2017 | 2016 | |||||||
Available borrowings | $ | 98,320 | $ | 98,335 | ||||
Outstanding letters of credit | $ | 1,664 | $ | 1,664 |
March 31, | ||||||||
2017 | 2016 | |||||||
Additional paid-in capital | $ | — | $ | 51,180 | ||||
Principal amount of 1.75% Convertible Notes | $ | — | $ | 250,000 | ||||
Unamortized discount of the liability component | — | 8,014 | ||||||
Carrying amount of debt issuance costs | — | 657 | ||||||
Net carrying amount of 1.75% Convertible Notes | $ | — | $ | 241,329 |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Cash interest expense (coupon interest expense) | $ | 2,898 | $ | 4,375 | $ | 4,375 | ||||||
Non-cash amortization of discount on 1.75% Convertible Notes | 8,014 | 11,372 | 10,639 | |||||||||
Amortization of debt issuance costs | 657 | 1,005 | 1,054 | |||||||||
Total interest expense related to 1.75% Convertible Notes | $ | 11,569 | $ | 16,752 | $ | 16,068 |
March 31, | ||||||||
2017 | 2016 | |||||||
Additional paid-in capital | $ | 35,784 | $ | 35,784 | ||||
Principal amount of 1.00% Convertible Notes | $ | 268,149 | $ | 287,500 | ||||
Unamortized discount of the liability component | 15,751 | 29,972 | ||||||
Carrying amount of debt issuance costs | 469 | 922 | ||||||
Net carrying amount of 1.00% Convertible Notes | $ | 251,929 | $ | 256,606 |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Cash interest expense (coupon interest expense) | $ | 2,784 | $ | 2,875 | $ | 2,875 | ||||||
Non-cash amortization of discount on 1.00% Convertible Notes | 14,221 | 12,085 | 11,387 | |||||||||
Amortization of debt issuance costs | 453 | 443 | 466 | |||||||||
Total interest expense related to 1.00% Convertible Notes | $ | 17,458 | $ | 15,403 | $ | 14,728 |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Computation of Basic earnings (loss) per share: | ||||||||||||
Net income (loss) | $ | 67,303 | $ | (8,302 | ) | $ | (279,470 | ) | ||||
Less: net income allocated to participating securities | (1,275 | ) | — | — | ||||||||
Net income (loss) for basic earnings (loss) per share calculation | $ | 66,028 | $ | (8,302 | ) | $ | (279,470 | ) | ||||
Total weighted average shares outstanding—basic | 91,921 | 83,417 | 80,367 | |||||||||
Less: weighted average participating shares outstanding | (1,741 | ) | — | — | ||||||||
Weighted average common shares outstanding—basic | 90,180 | 83,417 | 80,367 | |||||||||
Basic earnings (loss) per share | $ | 0.73 | $ | (0.10 | ) | $ | (3.48 | ) | ||||
Computation of Diluted earnings (loss) per share: | ||||||||||||
Net income (loss) | $ | 67,303 | $ | (8,302 | ) | $ | (279,470 | ) | ||||
Less: net income allocated to participating securities | (1,246 | ) | — | — | ||||||||
Net income (loss) for diluted earnings (loss) per share calculation | $ | 66,057 | $ | (8,302 | ) | $ | (279,470 | ) | ||||
Weighted average common shares outstanding—basic | 91,921 | 83,417 | 80,367 | |||||||||
Add: dilutive effect of common stock equivalents | 2,152 | — | — | |||||||||
Weighted average common shares outstanding—diluted | 94,073 | 83,417 | 80,367 | |||||||||
Less: weighted average participating shares outstanding | (1,741 | ) | — | — | ||||||||
Weighted average common shares outstanding- diluted | 92,332 | 83,417 | 80,367 | |||||||||
Diluted earnings (loss) per share | $ | 0.72 | $ | (0.10 | ) | $ | (3.48 | ) |
Fiscal Year Ending March 31, | Software Development and Licensing | Marketing | Operating Leases | Purchase Obligations | Convertible Notes Interest | Convertible Notes | Total | |||||||||||||||||||||||
2018 | $ | 103,726 | $ | 12,547 | $ | 27,238 | $ | 38,243 | $ | 2,875 | $ | — | $ | 184,629 | ||||||||||||||||
2019 | 53,426 | 50,458 | 32,325 | 9,842 | 1,438 | 268,149 | 415,638 | |||||||||||||||||||||||
2020 | 34,450 | 12,750 | 23,386 | 4,200 | — | — | — | — | 74,786 | |||||||||||||||||||||
2021 | 15,032 | 3,250 | 20,117 | 205 | — | — | — | — | 38,604 | |||||||||||||||||||||
2022 | 15,000 | 3,250 | 18,269 | 54 | — | — | — | — | 36,573 | |||||||||||||||||||||
Thereafter | — | 3,250 | 77,987 | — | — | — | — | — | 81,237 | |||||||||||||||||||||
Total | $ | 221,634 | $ | 85,505 | $ | 199,322 | $ | 52,544 | $ | 4,313 | $ | 268,149 | $ | 831,467 |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Domestic | $ | 86,050 | $ | (94,174 | ) | $ | (126,582 | ) | ||||
Foreign | (9,085 | ) | 55,824 | (146,298 | ) | |||||||
Income (loss) from continuing operations before income taxes | $ | 76,965 | $ | (38,350 | ) | $ | (272,880 | ) |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Current: | ||||||||||||
U.S. federal | $ | 19,271 | $ | 792 | $ | 2,773 | ||||||
U.S. state and local | 2,521 | 938 | (1,406 | ) | ||||||||
Foreign | (13,012 | ) | (31,508 | ) | 2,944 | |||||||
Total current income taxes | 8,780 | (29,778 | ) | 4,311 | ||||||||
Deferred: | ||||||||||||
U.S. federal | 969 | 1,211 | 1,575 | |||||||||
U.S. state and local | 2,395 | (231 | ) | 72 | ||||||||
Foreign | (2,482 | ) | (1,250 | ) | 632 | |||||||
Total deferred income taxes | 882 | (270 | ) | 2,279 | ||||||||
Provision (benefit from) for income taxes | $ | 9,662 | $ | (30,048 | ) | $ | 6,590 |
Fiscal Year Ended March 31, | |||||||||
2017 | 2016 | 2015 | |||||||
U.S. federal statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | |||
State and local taxes, net of U.S. federal benefit | 4.9 | % | 1.6 | % | 0.9 | % | |||
Tax amortization of goodwill | 1.3 | % | (3.2 | )% | (0.6 | )% | |||
Foreign tax rate differential(1) | (1.4 | )% | 25.8 | % | (12.1 | )% | |||
Foreign earnings | 5.5 | % | (3.7 | )% | (1.5 | )% | |||
Tax credits (2) | (45.8 | )% | 98.7 | % | — | ||||
Domestic production deduction | (2.5 | )% | — | — | |||||
Valuation allowance—domestic | 10.1 | % | (77.8 | )% | (16.8 | )% | |||
Valuation allowance—foreign | 0.1 | % | 10.4 | % | (5.1 | )% | |||
Change in reserves | 2.9 | % | (7.0 | )% | (1.6 | )% | |||
Other | 2.4 | % | (1.4 | )% | (0.6 | )% | |||
Effective tax rate | 12.5 | % | 78.4 | % | (2.4 | )% |
March 31, | ||||||||
2017 | 2016 | |||||||
Deferred tax assets: | ||||||||
Accrued compensation expense | $ | 131,305 | $ | 82,230 | ||||
Equity Compensation | 25,048 | 22,446 | ||||||
Deferred revenue | 41,977 | 33,254 | ||||||
Domestic net operating loss carryforward | 4,495 | 28,811 | ||||||
Tax credit carryforward | 52,639 | 76,565 | ||||||
Foreign net operating loss carryforwards | 15,636 | 16,910 | ||||||
Business reorganization | 24,103 | 24,143 | ||||||
Sales returns and allowances (including bad debt) | 3,942 | 2,257 | ||||||
Deferred rent | 8,865 | 5,359 | ||||||
Other | 4,045 | — | ||||||
Total deferred tax assets | 312,055 | 291,975 | ||||||
Less: Valuation allowance | (184,085 | ) | (170,574 | ) | ||||
Net deferred tax assets | 127,970 | 121,401 | ||||||
Deferred tax liabilities: | ||||||||
Capitalized software and depreciation | (120,715 | ) | (104,294 | ) | ||||
Convertible debt | (5,219 | ) | (12,716 | ) | ||||
Intangible amortization | (38,068 | ) | (8,306 | ) | ||||
Other | — | (896 | ) | |||||
Total deferred tax liabilities | (164,002 | ) | (126,212 | ) | ||||
Net deferred tax liability(a) | (36,032 | ) | (4,811 | ) |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Balance, beginning of period | $ | 52,799 | $ | 40,591 | $ | 23,536 | ||||||
Additions: | ||||||||||||
Current year tax positions | 65,669 | 12,208 | 8,297 | |||||||||
Prior year tax positions | 5,086 | — | 9,040 | |||||||||
Reduction of prior year tax positions | — | — | — | |||||||||
Lapse of statute of limitations | (7,469 | ) | — | (256 | ) | |||||||
Other, net | — | — | (26 | ) | ||||||||
Balance, end of period | $ | 116,085 | $ | 52,799 | $ | 40,591 |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Cost of goods sold | $ | 21,056 | $ | 15,323 | $ | 17,121 | ||||||
Selling and marketing | 9,963 | 9,425 | 8,798 | |||||||||
General and administrative | 42,908 | 40,322 | 33,636 | |||||||||
Research and development | 7,952 | 4,926 | 5,691 | |||||||||
Stock-based compensation expense | $ | 81,879 | $ | 69,996 | $ | 65,246 | ||||||
Capitalized stock-based compensation expense | $ | 74,717 | $ | 30,367 | $ | 17,423 |
Fiscal Year Ended March 31, | ||||||
2017 | 2016 | |||||
Time-based | 107,551 | 151,575 | ||||
Market-based(1) | 199,038 | 280,512 | ||||
Performance-based(1) | ||||||
New IP | 33,174 | 46,752 | ||||
Major IP | 33,172 | 46,752 | ||||
Total-Performance-based | 66,346 | 93,504 | ||||
Total Restricted Stock Units | 372,935 | 525,591 |
(1) | Represents the maximum number of shares eligible to vest. |
Fiscal Year Ended March 31, | ||||||||||||||||||
2017 | 2016 | 2015 | ||||||||||||||||
Employee Market-Based | Non-Employee Market-Based | Employee Market-Based | Non-Employee Market-Based | Employee Market-Based | Non-Employee Market-Based | |||||||||||||
Risk-free interest rate | 0.9 | % | 0.7 | % | 0.6 | % | 0.4 | % | 0.4 | % | 0.1 | % | ||||||
Expected stock price volatility | 31.2 | % | 30.1 | % | 33.9 | % | 32.2 | % | 31.9 | % | 33.7 | % | ||||||
Expected service period (years) | 1.5 | 1.0 | 1.9 | 1.1 | 2.0 | 3.7 | ||||||||||||
Dividends | None | None | None | None | None | None |
Shares (in thousands) | Weighted Average Fair Value on Grant Date | ||||||
Non-vested restricted stock at March 31, 2016 | 6,405 | $ | 24.74 | ||||
Granted | 1,161 | 47.48 | |||||
Vested | (3,220 | ) | 23.54 | ||||
Forfeited | (87 | ) | 20.76 | ||||
Non-vested restricted stock at March 31, 2017 | 4,259 | $ | 32.93 |
Fiscal Year Ended March 31, | ||||||||||||
Net revenue by geographic region: | 2017 | 2016 | 2015 | |||||||||
United States | $ | 999,128 | $ | 742,963 | $ | 623,080 | ||||||
Europe | 515,696 | 449,577 | 322,645 | |||||||||
Asia Pacific | 157,183 | 120,629 | 69,923 | |||||||||
Canada and Latin America | 107,741 | 100,529 | 67,290 | |||||||||
Total net revenue | $ | 1,779,748 | $ | 1,413,698 | $ | 1,082,938 |
Fiscal Year Ended March 31, | ||||||||||||
Net revenue by product platform: | 2017 | 2016 | 2015 | |||||||||
Console | $ | 1,440,724 | $ | 1,167,623 | $ | 881,516 | ||||||
PC and other | 339,024 | 246,075 | 201,422 | |||||||||
Total net revenue | $ | 1,779,748 | $ | 1,413,698 | $ | 1,082,938 |
Fiscal Year Ended March 31, | ||||||||||||
Net revenue by distribution channel: | 2017 | 2016 | 2015 | |||||||||
Digital online | $ | 921,734 | $ | 697,658 | $ | 455,299 | ||||||
Physical retail and other | 858,014 | 716,040 | 627,639 | |||||||||
Total net revenue | $ | 1,779,748 | $ | 1,413,698 | $ | 1,082,938 |
Fiscal Year Ended March 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Interest expense, net | $ | (21,700 | ) | $ | (29,239 | ) | $ | (29,901 | ) | |||
Foreign currency exchange gain (loss) | 4,990 | (1,407 | ) | (2,068 | ) | |||||||
Other | 1,020 | 441 | 76 | |||||||||
Interest and other, net | $ | (15,690 | ) | $ | (30,205 | ) | $ | (31,893 | ) |
Foreign currency translation adjustments | Unrealized gain (loss) on derivative instruments | Unrealized gain (loss) on available- for-sales securities | Total | |||||||||||||
Balance at March 31, 2015 | $ | (31,216 | ) | $ | 617 | $ | (25 | ) | $ | (30,624 | ) | |||||
Other comprehensive income (loss) before reclassifications | (7,364 | ) | — | 73 | (7,291 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | (17 | ) | 36 | 19 | |||||||||||
Balance at March 31, 2016 | $ | (38,580 | ) | $ | 600 | $ | 84 | $ | (37,896 | ) | ||||||
Other comprehensive income (loss) before reclassifications | (9,086 | ) | — | (169 | ) | (9,255 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | — | 9 | 9 | ||||||||||||
Balance at March 31, 2017 | $ | (47,666 | ) | $ | 600 | $ | (76 | ) | $ | (47,142 | ) |
Beginning Balance | Additions(1) | Deductions | Other | Ending Balance | ||||||||||||||||
Fiscal Year Ended March 31, 2017 | ||||||||||||||||||||
Valuation allowance for deferred income taxes | $ | 170,574 | $ | 13,511 | $ | — | $ | — | $ | 184,085 | ||||||||||
Price protection, sales returns and other allowances | $ | 45,153 | $ | 127,744 | $ | (100,934 | ) | $ | (6,849 | ) | $ | 65,114 | ||||||||
Allowance for doubtful accounts | 399 | 974 | (4 | ) | — | 1,369 | ||||||||||||||
Total accounts receivable allowances | $ | 45,552 | $ | 128,718 | $ | (100,938 | ) | $ | (6,849 | ) | $ | 66,483 | ||||||||
Fiscal Year Ended March 31, 2016 | ||||||||||||||||||||
Valuation allowance for deferred income taxes | $ | 133,468 | $ | 37,106 | $ | — | $ | — | $ | 170,574 | ||||||||||
Price protection, sales returns and other allowances | $ | 69,305 | $ | 64,498 | $ | (86,622 | ) | $ | (2,028 | ) | $ | 45,153 | ||||||||
Allowance for doubtful accounts | 1,166 | — | (767 | ) | — | 399 | ||||||||||||||
Total accounts receivable allowances | $ | 70,471 | $ | 64,498 | $ | (87,389 | ) | $ | (2,028 | ) | $ | 45,552 | ||||||||
Fiscal Year Ended March 31, 2015 | ||||||||||||||||||||
Valuation allowance for deferred income taxes | $ | 40,774 | $ | 92,694 | $ | — | $ | — | $ | 133,468 | ||||||||||
Price protection, sales returns and other allowances | $ | 74,078 | $ | 50,114 | $ | (57,982 | ) | $ | 3,095 | $ | 69,305 | |||||||||
Allowance for doubtful accounts | 1,440 | — | (274 | ) | — | 1,166 | ||||||||||||||
Total accounts receivable allowances | $ | 75,518 | $ | 50,114 | $ | (58,256 | ) | $ | 3,095 | $ | 70,471 |
Quarter | ||||||||||||||||
Fiscal Year Ended March 31, 2017 | First | Second | Third | Fourth | ||||||||||||
Net revenue | $ | 311,552 | $ | 420,167 | $ | 476,474 | $ | 571,555 | ||||||||
Gross profit | 120,171 | 214,562 | 165,399 | 256,657 | ||||||||||||
(Loss) income from operations | (38,983 | ) | 47,194 | (28,409 | ) | 111,503 | ||||||||||
Net (loss) income | $ | (38,567 | ) | $ | 36,432 | $ | (29,842 | ) | $ | 99,280 | ||||||
(Loss) earnings per share: | ||||||||||||||||
Basic (loss) earnings per share | $ | (0.46 | ) | $ | 0.42 | $ | (0.33 | ) | $ | 0.97 | ||||||
Diluted (loss) earnings per share | $ | (0.46 | ) | $ | 0.39 | $ | (0.33 | ) | $ | 0.89 |
Quarter | ||||||||||||||||
Fiscal Year Ended March 31, 2016 | First | Second | Third | Fourth | ||||||||||||
Net revenue | $ | 275,297 | $ | 346,974 | $ | 414,221 | $ | 377,206 | ||||||||
Gross profit (loss) | 72,682 | 203,034 | 156,360 | 167,749 | ||||||||||||
(Loss) income from operations | (62,637 | ) | 66,431 | (59,197 | ) | 44,575 | ||||||||||
Net (loss) income | $ | (67,023 | ) | $ | 54,735 | $ | (42,413 | ) | $ | 46,399 | ||||||
(Loss) earnings per share: | ||||||||||||||||
Basic (loss) earnings per share | $ | (0.81 | ) | $ | 0.63 | $ | (0.51 | ) | $ | 0.54 | ||||||
Diluted (loss) earnings per share | $ | (0.81 | ) | $ | 0.55 | $ | (0.51 | ) | $ | 0.48 |
Fair value of purchase consideration | |||
Cash | $ | 175,000 | |
Common stock (1,071,739 shares) | 57,327 | ||
Contingent earn-out | 6,409 | ||
Total | $ | 238,736 |
Preliminary estimated fair value | Preliminary estimated weighted average useful life | |||
Tangible net assets (liabilities) assumed | $ | (16,380 | ) | N/A |
Intangible Assets | ||||
Developed game technology | 53,950 | 4 years | ||
In-process R&D | 14,700 | N/A | ||
Analytics technology | 29,700 | 5 years | ||
User base | 9,000 | 1 year | ||
Branding and trade names | 4,200 | 9 years | ||
Goodwill | 143,566 | N/A | ||
Total | $ | 238,736 |
February 1, 2017 to March 31, 2017 | |||
Net revenue | $ | 2,903 | |
Net loss | $ | (8,789 | ) |
12 months ended March 31, | ||||||
2017 | 2016 | |||||
Net revenue | $ | 1,815,233 | 1,429,634 | |||
Net income (loss) | $ | 30,161 | (61,805 | ) |
TAKE-TWO INTERACTIVE SOFTWARE, INC. | ||
By: | /s/ STRAUSS ZELNICK | |
Strauss Zelnick Chairman and Chief Executive Officer | ||
May 23, 2017 |
Signature | Title | Date | ||
/s/ STRAUSS ZELNICK | Chairman and Chief Executive Officer (Principal Executive Officer) | |||
Strauss Zelnick | May 23, 2017 | |||
/s/ LAINIE GOLDSTEIN | Chief Financial Officer (Principal Financial and Accounting Officer) | |||
Lainie Goldstein | May 23, 2017 | |||
/s/ MICHAEL DORNEMANN | ||||
Michael Dornemann | Lead Independent Director | May 23, 2017 | ||
/s/ ROBERT A. BOWMAN | ||||
Robert A. Bowman | Director | May 23, 2017 | ||
/s/ J MOSES | ||||
J Moses | Director | May 23, 2017 | ||
/s/ MICHAEL SHERESKY | ||||
Michael Sheresky | Director | May 23, 2017 | ||
/s/ LAVERNE SRINIVASAN | ||||
LaVerne Srinivasan | Director | May 23, 2017 |
Signature | Title | Date | ||
/s/ SUSAN TOLSON | ||||
Susan Tolson | Director | May 23, 2017 |
1. | Definition of Terms 1 |
2. | SIE Company Authority and Responsibility 1 |
3. | Conditional License Grant 1 |
4. | Compliance with Guidelines 2 |
5. | Other Limitations on Licensed Rights 2 |
6. | Development of PlayStation Compatible Products, Product Assessment and Quality Assurance 5 |
7. | Development Tools 7 |
8. | Manufacture and Supply of Physical Media Products 10 |
9. | Distribution 12 |
10. | EULAs and Additional Terms 15 |
11. | Advertising 16 |
12. | Online Activity & Data Collection 16 |
13. | Marketing of Licensed Products 18 |
14. | Subcontracting 19 |
15. | Revenue and Payments 19 |
16. | Representations and Warranties 25 |
17. | Indemnities 27 |
18. | Limitation of Liability 28 |
19. | Infringement of SIE Intellectual Property Rights by Third Parties 30 |
20. | Data Security and Confidentiality 30 |
21. | Term and Termination 35 |
22. | Effect of Expiration or Termination 37 |
23. | Choice of Law and Forum 39 |
24. | Dispute Resolution 40 |
25. | Miscellaneous Provisions 41 |
1. | Definition of Terms. Capitalized terms used in this GDPA are defined in Schedule 1. |
2. | (a) SIE Company Authority and Responsibility. Each SIE Company enters into this GDPA individually and binds itself to and benefits from the terms of this GDPA only to the extent that such terms relate to the exercise of the rights and obligations under this GDPA taking place in that SIE Company’s Territory, or otherwise directly relate to that SIE Company or its Territory. Each SIE Company shall have no liability outside of its Territory, shall neither be jointly nor severally liable with the other SIE Companies in their Territories, and nothing contained in this GDPA shall be deemed to make an SIE Company liable with respect to any activities, demands, obligations, covenants, claims or causes of action outside of that SIE Company’s Territory. References in this GDPA to “SIE” shall mean “each SIE Company for its respective Territory only,” except where the context clearly requires otherwise. Each SIE Company is authorized by each other SIE Company to present and execute this GDPA on behalf of each other SIE Company, and to bind each other SIE Company, as set forth in this Section 2. SIE shall be entitled to modify or expand the Territory of an SIE Company upon reasonable notice to Publisher, including by updating the Guidelines. |
3. | License Grant. Subject to the terms of this GDPA, SIE grants to Publisher and each Publisher Affiliate, for the Term (and, where applicable, any sell-off period permitted hereunder), in each Territory, a non-exclusive, non-transferable license, without the right to sublicense (except as specifically provided in this GDPA), as follows: |
3.1 | to use the SIE Materials solely to develop and test PlayStation Compatible Products; |
3.2 | to publish, distribute, supply, sell, rent, market, advertise and promote Digitally Delivered Products to end-users, through each applicable SIE Company (or its nominated Affiliate) through PSN, and to provide PlayStation Compatible Products to other Licensed Publishers for exploitation under a Licensed Publisher Agreement; |
3.3 | where Publisher has exercised its rights under Section 3.2 (or where the requirement of such exercise is expressly waived by the applicable SIE Company), to have the equivalent Physical Media Products manufactured by Designated Manufacturing Facilities according to those facilities’ terms; |
3.4 | to publish, distribute, supply, sell, market, advertise and promote Physical Media Products directly to end-users or to third parties for distribution to end-users; |
3.5 | to use the Licensed Trademarks in connection with the manufacturing, packaging, marketing, advertising, promotion, sale and distribution of Licensed Products; and |
3.6 | to sublicense to end-users the right to use Licensed Products for personal, noncommercial purposes in conjunction with the applicable Systems only. |
4. | Compliance with Guidelines. Publisher shall comply, throughout the Term, with this GDPA’s terms, with all Guidelines applicable in the relevant Territories, and with all technical specifications that any Designated Manufacturing Facility issues. Subject to the remainder of this Section 4, SIE may remove any Digitally Delivered Product from PSN (in whole or in part) that does not materially conform to the Guidelines, notwithstanding any approval given to such product pursuant to Section 6.3. Publisher shall be given reasonable prior notice of modification or additions to the Guidelines (the amount of such prior notice to be substantially similar to the amount of notice provided to other Licensed Publishers). To the extent that Guidelines change: (i) after any PlayStation Compatible Product or related materials are approved by SIE pursuant to Section 6.3, Publisher is required to implement any such revised Guidelines only in subsequent orders, patches or re-releases of the relevant Physical Media Products, or subsequent publications of relevant Digitally Delivered Products or other PlayStation Compatible Products, if the implementation of such revised Guidelines is required by SIE of all Licensed Publishers (unless otherwise advised by SIE in order to protect the System’s security; to comply with any material change in applicable law; or to comply with any applicable government order); or (ii) during the development of any PlayStation Compatible Product, Publisher shall implement any such revised Guidelines in such PlayStation Compatible Product [***], including via patch. Publisher shall be required to use its commercially reasonable efforts to recall or destroy previously manufactured Physical Media Products if: (a) such Physical Media Products did not comply with the standards, requirements and conditions set forth in the Guidelines at the time they were made, or (b) explicitly required to do so in writing if other Licensed Publishers are also required to do so in a non-discriminatory manner. |
5. | Other Limitations on Licensed Rights |
5.1 | Limitations on use of Development Tools. The development license granted in this GDPA is limited to development and testing of PlayStation Compatible Products, in formats SIE designates, and any other use of the SIE Materials, direct or indirect, is strictly prohibited. Publisher shall not use, modify, sublicense, distribute, create derivative works from, or provide to third parties, the SIE Materials other than as expressly permitted in this GDPA or the Guidelines. Publisher shall not make available to any third party any tools developed or derived from the study of the Development Tools without SIE’s express prior written consent. Without limiting the generality of the foregoing, Publisher will not permit the use of the SIE Materials in connection with the emulation of Licensed Products, to develop or test products for any third party emulator of any System, or for any third party hardware that infringes the SIE Intellectual Property Rights (e.g., knock-off PlayStation systems). Publisher will not use or permit the use of any of the SIE Materials in connection with the development of any software, content or service for any computer hardware or software system, except as expressly permitted under this GDPA. Publisher is authorized to copy the libraries contained within the Development Tools solely to the extent necessary to integrate the libraries into PlayStation Compatible Products; to copy the Software Tools to an internal secure repository accessible by authorized personnel; and to make [***] of the Software Tools per Development Site solely for archival, legal or back up purposes. Publisher must comply with all programming procedures, requirements, guidelines and other recommendations in the Guidelines or communicated in writing by SIE. Specifically with respect to the System emulator software, Publisher shall not bypass the System kernel and shall not transmit programming instructions directly to the registers or addresses located in: (i) areas of RAM that are used by the System kernel; or (ii) other System hardware devices (collectively, “System Bypass Areas”) except with SIE’s express prior written consent or to the extent necessary to comply with written instructions in the Documentation. As a prerequisite to requesting SIE’s consent, Publisher must comply with SIE’s procedures, including submission of a written application accompanied by a detailed specification of Publisher’s proposal. [***], Publisher |
5.2 | Reverse Engineering Prohibited. Except where such restriction is prohibited by applicable law, Publisher will not directly or indirectly disassemble, decrypt, electronically scan, peel semiconductor components from, decompile, or reverse engineer in any manner, or attempt to reverse engineer or derive any source code from, the Development Tools, or permit, assist or encourage any third party to do so or acquire or use any materials from any third party that does so. Publisher may study the performance, design and operation of the Development Tools solely for the limited purposes of developing and testing PlayStation Compatible Products, or to develop tools to assist Publisher with the development and testing of PlayStation Compatible Products. SIE reserves the right to require Publisher to furnish evidence satisfactory to SIE that Publisher has complied with this Section 5.2. |
5.3 | Limitations on Licensed Products. Unless expressly approved in writing by an SIE Company, Publisher will not: |
5.3.1 | publish a Licensed Product previously published by another Licensed Publisher in the same Territory for the same System whilst such previously published version is available for purchase for such System, unless Publisher has acquired a controlling interest in such other Licensed Publisher; or |
5.3.2 | submit for approval as a Licensed Product, under Section 6.3 or otherwise, any non-game product or product which contains significant elements of, or is hybrid with, an audio or video product. |
5.4 | Limitations Regarding Ownership and Protection of SIE Materials and SIE Intellectual Property Rights. All rights with respect to the SIE Materials and the Systems, including the SIE Intellectual Property Rights, are the exclusive property of SIE. Nothing herein gives Publisher any right, title or interest in or to the SIE Materials or the Systems, other than the non-exclusive licenses provided in this GDPA. Publisher shall not contest, impair, or dilute (or assist any third party in doing so) any of SIE’s rights, title or interests in or to the SIE Materials, the Systems or the SIE Intellectual Property Rights. Publisher shall not (i) apply for, seek to obtain or register any trademark in its own name or in any other person’s name, or use or obtain rights to use Internet domain names or addresses, that are identical, similar to or likely to be confused with any of the Licensed Trademarks or any other SIE trademarks or (ii) challenge or attack any SIE Intellectual Property Rights in any part of the SIE Materials or the Systems. Publisher shall not patent anything created or derived from the SIE Materials. Publisher shall take all steps as SIE may reasonably require for the protection and maintenance of the SIE Intellectual Property Rights, including executing licenses or assisting SIE in obtaining registrations. All goodwill associated with the Licensed Trademarks, including any goodwill generated or arising by or through Publisher’s or its subcontractors’ or sublicensees’ activities under this GDPA, accrues to the benefit of and belongs exclusively to the SIE Company |
5.5 | Reservation of Rights. This GDPA does not grant Publisher any right or license except as expressly authorized by and in strict compliance with this GDPA’s terms and conditions. No other right or license is to be implied by or inferred from any provision of this GDPA or from the parties’ conduct. Subject only to the express rights of Publisher under this GDPA, all rights to the SIE Materials and the SIE Intellectual Property Rights are reserved to SIE. |
5.6 | Acknowledgment of Publisher’s Ownership Rights. Separate and apart from the SIE Materials and other rights licensed to Publisher by SIE and to SIE by Publisher under this GDPA, as between Publisher and SIE, Publisher retains all rights, title and interest in and to the Publisher Property, Product Proposals, and Product Information, including Publisher Intellectual Property Rights therein, as well as Publisher’s rights in any source code and other underlying material such as artwork and music (but specifically excluding the Licensed Trademarks and the Software Tools or any derivatives thereof), and any names used as titles for PlayStation Compatible Products and other trademarks used by Publisher. SIE shall not contest, impair, or dilute (or assist any third party in doing so) any of Publisher’s rights, title or interests in or to the Publisher Property, Product Proposals, Product Information or the Publisher Intellectual Property Rights. SIE shall not (i) apply for, seek to obtain or register any trademark in its own name or in any other person’s name, or use or obtain rights to use Internet domain names or addresses, that are identical, similar to or likely to be confused with any of Publisher’s trademarks or (ii) challenge or attack any Publisher Intellectual Property Rights in any part of the Publisher Property. SIE shall not patent anything created or derived from the Publisher Property provided to SIE under this GDPA. SIE shall take all steps as Publisher may reasonably require for the protection and maintenance of the Publisher Intellectual Property Rights, including executing licenses or assisting Publisher in obtaining registrations. As between SIE and Publisher, Publisher shall exclusively own any User Content. Nothing in this GDPA shall restrict the right of Publisher to: (i) develop, distribute or transmit products incorporating the Publisher Property for any hardware platform or service other than the Systems or related services, provided that the Publisher Property and underlying material do not contain or were not developed through use of or in reliance on the SIE Materials or the SIE Intellectual Property Rights, or (ii) use Printed Materials or Advertising Materials for any hardware platform or service other than the Systems or related services, provided that the Printed Materials or Advertising Materials do not contain any Licensed Trademarks or (iii) use of Licensed Trademarks for display within Advertising Materials used to promote Publisher’s games on multiple platforms or services including the Systems. All goodwill associated with Publisher’s trademarks, including any goodwill generated or arising by or through any SIE Company or its subcontractors’ or sublicensees’ activities under this GDPA, accrues to the benefit of and belongs exclusively to Publisher. Where it is not possible under applicable law to prevent SIE from challenging the validity of the Publisher Intellectual Property Rights, nothing in this Section 5.6 shall prevent SIE from doing so. |
6. | Development of PlayStation Compatible Products, Product Assessment and Quality Assurance |
6.1 | Right to Develop. Pursuant to Section 3 and subject to payment of any applicable fees [***], SIE grants to Publisher the right to place orders for Hardware Tools pursuant to Section 7, and a non-exclusive, non-transferrable license to use Software Tools, for the sole purpose of developing and testing PlayStation Compatible Products. Each PlayStation Compatible Product developed using, incorporating or with reference to the Development Tools must be expressly authorized by SIE. SIE’s authorization may require, at SIE’s discretion, consent by Publisher to additional terms presented by SIE [***], or a requirement that the PlayStation Compatible Product be subject to compatibility, assessment and quality assurance testing by SIE. |
6.2 | Developer Support Website. Subject to the terms of this GDPA, SIE will grant Publisher access to relevant portions of the Developer Website to facilitate the dissemination of the Development Tools and other materials and information. SIE will design and maintain the Developer Website in accordance with industry standard security practices in order to detect and prevent vulnerability that may lead to dissemination of computer viruses. |
6.3 | Assessment and Quality Assurance of PlayStation Compatible Products. Publisher will comply with the requirements and related process for assessment and format quality assurance of PlayStation Compatible Products and Advertising Materials, on a product-by-product basis, as specified in the Guidelines. All Licensed Products must successfully pass SIE’s assessment and format quality assurance testing before distribution. Additionally, SIE may require other PlayStation Compatible Products that are not Licensed Products to undergo assessment and format quality assurance testing, in connection with its review or approval of such PlayStation Compatible Products at its reasonable discretion. SIE may withhold approval of any PlayStation Compatible Product that does not conform to the Guidelines as reasonably determined by SIE. Only upon and not prior to SIE approval, Physical Media Products may be ordered from a Designated Manufacturing Facility, and Digitally Delivered Products may be placed on PSN. SIE shall provide Publisher with the results of such assessment and format quality assurance testing, along with details of the steps taken to reproduce any must fix bugs (“FQA Report”) and shall reasonably assist Publisher with any changes that need to be made to the Licensed Products as a result of such testing. |
6.4 | Authentication. Publisher will use commercially reasonable efforts to protect Licensed Products and any other PlayStation Compatible Products that include Software Tools from and against illegal reproduction or copying by third parties. SIE may use on Licensed Products, or require Publisher to use on Licensed Products, an authentication or authorization system to be provided, licensed or designated by SIE to authenticate and verify all Licensed Products and units of the System. SIE may insert serial numbers or reasonable security measures on Licensed Products for security or authentication purposes. |
6.5 | Advice and Support. Any advice or support provided by any SIE Company or Affiliate to Publisher to assist with the development of PlayStation Compatible Products is provided at the complete discretion of the relevant SIE Company or Affiliate, which may change, suspend, remove or disable access to any such advice or support, or impose limits on its use, at any time without incurring liability. Any such advice or support is provided to Publisher on an “AS IS” and “AS AVAILABLE” basis and SIE shall have no liability to Publisher in respect of such support or advice. Any Publisher Property, or other software, materials or information provided by Publisher to any SIE Company or Affiliate in connection with obtaining advice and support is provided at Publisher’s own risk (but without prejudice to SIE’s obligations under Section 20.6). |
6.6 | Third Party Tools. If Publisher uses any third-party tools to develop PlayStation Compatible Products or any portion thereof, Publisher shall be responsible at Publisher’s sole risk and expense for ensuring that it has obtained all necessary licenses for its use. |
6.7 | Publisher Compliance, Responsibility, Warnings. Publisher bears sole responsibility and liability for PlayStation Compatible Product operation, features, capabilities, user-generated content, and Online Activity, solely to the extent that any such features, capabilities, user-generated content, and/or Online Activity are hosted, controlled, implemented or authorized by Publisher, including: (i) Online Activity between territories using different television standards, whether PAL, NTSC, or another standard; (ii) any cross-functionality between PlayStation Compatible Products on different Systems or software applications operating on any device other than the Systems that may interact with PlayStation Compatible Products; (iii) the granting of the right to end-users, or preventing end-users from exercising the ability, to copy, modify, distribute, perform, display and share content (including between the Territories) contained in or created from PlayStation Compatible Products (such user-generated content being “User Content”), and (iv) the suitability or adequacy of health and safety or other warnings or notices that may be appropriate for PlayStation Compatible Products. SIE makes no representation regarding the suitability or adequacy of any System-generated warning or any warning provided, suggested, or required in the Guidelines, Packaging, manual or other templates, or elsewhere by any SIE Company. Publisher may include additional legal notices or warnings in the Product Information displayed on the manual, Packaging, PSN metadata or within the legal notices section in the Licensed Product. |
6.8 | Peripherals and Compatibility of Licensed Products. Publisher will not (directly, or indirectly through any third party) develop or distribute any Peripheral without the prior express written consent of SIE. Consent is within SIE’s sole discretion, and may be subject to a right to test or evaluate the Peripheral and subject to other terms presented by SIE [***]. Publisher is solely responsible for the functionality and operational compatibility of its Licensed Products with Peripherals that are not distributed by SIE. SIE has no responsibility to test or evaluate the compatibility of Publisher’s Licensed Products with Peripherals that are not distributed by SIE. SIE is not responsible for any actual, incidental or consequential damages that may result from any use or inability to use any Peripheral with any PlayStation Compatible Product or System. If SIE elects, in its sole discretion, to test or evaluate the compatibility of Publisher’s Licensed Products with any Peripheral then, (i) such testing or evaluation will not obligate SIE to test or evaluate any other Peripheral; (ii) such testing or evaluation will not shift to SIE any responsibility to ensure the functionality or compatibility of any Peripheral; (iii) SIE will not be deemed to have endorsed any Peripheral solely by reason of such testing or evaluation; (iv) such testing or evaluation shall be carried out by SIE in a timely manner and the results of such testing or evaluation provided to Publisher in a timely manner following such testing or evaluation; and (v) Publisher will provide SIE, at no additional cost or expense to SIE, with a reasonable number of samples of any Peripherals for testing and review in a timely manner. If any PlayStation Compatible Product fails to perform to SIE’s reasonable satisfaction with any Peripheral that the PlayStation Compatible Product is intended to support, SIE may require that Publisher modify such portions of the Publisher Property as are intended to support the affected Peripheral and, if so, will provide Publisher with details of any steps required to be taken to secure SIE’s approval of such PlayStation Compatible Product in connection with the supported Peripheral. If Publisher is unable or unwilling to modify the relevant portions of any PlayStation Compatible Product to fix its performance with the affected Peripheral, SIE may require that Publisher remove such portions of the relevant Publisher Property. |
6.9 | Publisher’s Additional Quality Assurance Obligations. If SIE becomes aware of any material defect (such materiality to be determined by SIE in its reasonable discretion) with respect to a PlayStation Compatible Product, or if SIE becomes aware of any improper use of the Licensed Trademarks or SIE Materials, then Publisher shall, at no cost to SIE, promptly correct that material defect or improper use, to SIE’s commercially reasonable satisfaction, which may include, in SIE’s reasonable discretion, the recall and re-release of units of an affected PlayStation Compatible Product distributed on physical media, or publication of an update, upgrade or technical fix to an affected PlayStation Compatible Product. If any PlayStation Compatible Product creates any risk of loss or damage to any property or injury to any person, Publisher shall immediately take commercially reasonable steps, at Publisher’s sole liability and expense, to recall and remove that PlayStation Compatible Product from any affected channels of distribution; provided, however, that if Publisher is not acting as the distributor or seller for the PlayStation Compatible Product its obligation shall be to use commercially reasonable efforts to arrange removal of all affected units of the PlayStation Compatible Product from the relevant distribution channels. Publisher shall, as between the parties, provide all end-user support for Publisher’s PlayStation Compatible Products and shall use its commercially reasonable efforts to provide such end-user support in an efficient manner. SIE expressly disclaims any obligations or liability to provide end-user support with respect to PlayStation Compatible Products. |
6.10 | Rating Requirements. No PlayStation Compatible Product may be published, sold, distributed, marketed, advertised or promoted unless it bears a consumer advisory age rating and product descriptors, either as required by local law or as issued by, and following the rating display requirements of, a consumer advisory ratings system designated by SIE. Publisher alone bears all costs incurred in connection with obtaining any rating. PlayStation Compatible Products and related Printed Materials or Advertising Materials shall comply with all local rating authority rules with respect to bearing more than one consumer advisory rating in any Territory. Any digitally delivered PlayStation Compatible Product that can be used with or directly relates to another existing PlayStation Compatible Product must not bear (or must not contain any content which, if rated, would attract) a higher age rating than the rating issued to that other PlayStation Compatible Product, and, save in the case of an add-on to a previously-published PlayStation Compatible Product, shall not bear a rating that is lower than the rating issue to that other PlayStation Compatible Product, unless SIE waives these requirements in writing. Publisher shall comply with any other policies of SIE on the age rating, age gating and labeling of PlayStation Compatible Products intended to protect children as may be provided by SIE to Publisher. |
7. | Development Tools |
7.1 | Acquisition of Development Tools. For the purposes of this Section 7, “the applicable SIE Company” shall mean the SIE Company in the Territory in which the Development Tools are to be used or, at that SIE Company’s direction, another SIE Company. The applicable SIE Company may sell or loan Development Tools to Publisher in its sole discretion, in accordance with this Section 7. For the avoidance of doubt, any Software Tools included with or provided in relation to Hardware Tools are licensed, not sold or loaned, to Publisher pursuant to the terms set forth in Sections 3, 5 and 6. Title to Software Tools does not pass to Publisher upon purchase or loan of the Hardware Tools. The nontransferable license of the Software Tools within the Hardware Tools may act as a restriction or prohibition against the resale of the Hardware Tools. The purchase price or loan fee for Development Tools shall be based on SIE’s standard calculation generally applicable to all Licensed Publishers, |
7.2 | Credit. If the applicable SIE Company extends credit terms to Publisher or facilitates third-party financing for Publisher, until Publisher makes payment in full for all items so financed, Publisher (i) grants to that SIE Company, or its designee, a first position purchase money security interest in each Hardware Tool and in the proceeds of disposition of any Hardware Tool and (ii) shall not sell, hypothecate or encumber any such Hardware Tool. Publisher shall execute and deliver to the applicable SIE Company or its designee any documents the SIE Company needs to perfect the security interest, and agrees that applicable SIE Company or its designee may file those documents in its discretion. |
7.3 | Orders. Orders for Development Tools shall be submitted via the Developer Website or as otherwise notified by the applicable SIE Company. The applicable SIE Company may accept or reject, in its reasonable discretion, any Development Tools order, and does not warrant that Development Tools shall be available when ordered. |
7.4 | Publisher Terms. Any purchase order or other documentation issued by Publisher, purporting in any way to relate to the purchase, loan or license of Development Tools, does not amend or modify this GDPA or any terms presented by the applicable SIE Company in connection with the order of Development Tools, except as expressly agreed in writing by the applicable SIE Company. |
7.5 | Delivery. Upon acceptance of Publisher’s order for Development Tools, and on payment of any applicable purchase or loan fee for the Development Tools, the applicable SIE Company will ship the loaned or purchased Development Tools, when available, to the Development Site. Publisher bears all expenses associated with delivery of the Development Tools, including insurance costs. Risk of loss or damage in transit to the Development Tools vests in Publisher immediately upon the applicable SIE Company’s delivery to the carrier of its choice and remains with Publisher until that SIE Company receives return of the Development Tools. Publisher shall provide a signed acknowledgement of receipt in such form as shall be specified by the applicable SIE Company. The applicable SIE Company will make Software Tools, excluding Firmware but including Firmware updates, available at the Developer Website as set forth in Section 6.2, or such other method as chosen by that SIE Company. |
7.6 | Deletion of Publisher Code. Prior to Publisher shipping any Development Tool to the applicable SIE Company either pursuant to an announced upgrade “swap” program, or pursuant to the warranty provisions set forth below, or for any other reason, Publisher shall (i) securely delete Publisher’s applications software from the hard drive and all other storage media contained in the Hardware Tool and (ii) execute any documentation required by the applicable SIE Company certifying such deletion. |
7.7 | No Refunds. All Development Tool purchases and loans made under this GDPA are final. In no event shall the applicable SIE Company be obligated to refund all or any portion of the purchase price or loan fee for the Development Tools. |
7.8 | Care and Maintenance of Development Tools. Publisher shall be solely responsible for the installation and administration of Hardware Tools. Publisher shall: (i) keep and use the Development Tools securely and only at the Development Site(s) notified to the applicable SIE Company or specified on the Developer Website, or other location approved in advance in writing by the applicable SIE Company; (ii) allow access to and use of the Development Tools only to persons whose duties justify the need for access and use in the exercise of the license granted under this GDPA, and who are authorized under Section 20.2.2 to have access to the SIE Materials; (iii) designate and authorize an individual to act as the applicable SIE Company’s contact with respect to Development Tools and, if Publisher wishes to designate a new designee, provide the applicable SIE Company with written notice according to the procedures set forth on the Developer Website or designated by the applicable SIE Company; (iv) preserve any proprietary rights or other notices placed on the Development Tools by SIE or its Affiliates and place all such notices on any copies made as permitted by this GDPA; (v) keep Development Tools in good and serviceable condition; (vi) ensure full compliance with all instructions relating to the maintenance, security or operation of Development Tools; (vii) maintain and service with all due care the Development Tools at Publisher’s expense according to SIE’s reasonable, written instructions; (viii) take all necessary further steps to ensure that Publisher does not render Development Tools unsafe or a risk to the health or safety of any person or property; (ix) inform the applicable SIE Company promptly upon becoming aware of any bugs, errors, failure or breakdown in Development Tools, however caused; (x) inform the applicable SIE Company promptly upon becoming aware of any unauthorized access to or use of the Developer Website and cooperate with that SIE Company to take all actions chosen by that SIE Company to address any unauthorized access or use, including taking any actions to prevent the recurrence of unauthorized use of or access to the Developer Website; and (xi) inform the applicable SIE Company promptly upon becoming aware of any suspected or actual loss, theft, breach of security or other similar exposure involving the Development Tools, report any suspected or actual loss or theft to the police and obtain a police incident number, use commercially reasonable efforts to recover such Development Tools and comply with any reasonable corrective action specified by the applicable SIE Company to recover the Development Tools and to prevent any re-occurrence of any loss, theft, breach of security or other similar exposure involving the Development Tools. A breach of Sections 7.8(i) or (ii) constitutes a material breach of this GDPA not capable of remedy. |
7.9 | Inspection. Upon providing Publisher with reasonable, prior written notice the applicable SIE Company may reasonably inspect the Development Site at any time during Publisher’s normal business hours solely to verify Publisher’s compliance with this GDPA. In no event shall SIE be entitled to access any parts of the Development Site that are not relevant to the inspection. SIE may only carry out an inspection at the Development Site more than once in any 12 consecutive months in extraordinary circumstances (including, without limitation, if SIE reasonably suspects there to be a security issue at such Development Site). That SIE Company shall not conduct an inspection in a manner that disrupts Publisher's business activities. Publisher shall also provide that SIE Company with an inventory report of Development Tools in its possession within [***] days of SIE’s request, including the serial number for each Development Tool and its current physical location. |
7.10 | Failure or breakdown. In the event any failure or breakdown of any of the Development Tools is notified to the applicable SIE Company pursuant to Section 7.8, that SIE Company shall, at its sole election, either repair or replace the Development Tools at no cost to Publisher provided: (i) such notice shall have been given within [***] months following the date of the delivery of the Development Tools in question or any component part(s) of such Development Tools; (ii) the failure or breakdown is due to defects in materials and/or workmanship which diminish or impair the functionality of the Development Tools; and (iii) the failure or breakdown is not attributable in whole or in part to Publisher’s negligence or misuse. Any other repairs or replacements are provided at the applicable SIE Company’s discretion. Nothing in this GDPA shall impose an obligation on SIE to repair or replace any Development Tools that would be considered obsolete or beyond economical repair. |
7.11 | Upgrades. The applicable SIE Company may advise Publisher (either in writing or via the Developer Website) if and when during the Term that SIE Company makes generally available to Licensed Developers or Licensed Publishers, any revised, updated, modified or enhanced version of any component of the Development Tools. Publisher shall be entitled or, at that SIE Company’s option, shall be required, to use such new version. The applicable SIE Company may, upon delivery to Publisher of these Development Tools, require Publisher to return to that SIE Company, the Development Tools previously in Publisher’s possession. |
7.12 | Loan of Hardware Tools. The applicable SIE Company may, in its discretion, loan Hardware Tools to Publisher. |
7.12.1 | Term, Termination and Return. The term of each applicable loan commences and ends on the dates specified by the applicable SIE Company for each Hardware Tool unit or component. The SIE Company may terminate the loan immediately if Publisher breaches any obligation in this GDPA. Upon termination: (i) all rights granted to Publisher revert to the applicable SIE Company; (ii) Publisher shall cease and desist from further use of the Development Tools; and (iii) Publisher shall immediately return the loaned Development Tools, including any other SIE Materials, to the applicable SIE Company at Publisher's cost. Publisher shall be responsible for any customs formalities or duties arising in connection with any such returns. If the loaning SIE Company reasonably determines Publisher failed to comply with a provision in this GDPA, it may demand immediate return of the loaned Hardware Tools and all Software Tools, and Publisher shall comply within [***] business days. If Publisher fails to return any Development Tools, and the applicable SIE Company resorts to legal means to recover the same, then Publisher shall pay all of that SIE Company’s expenses, including the replacement value of the loaned Development Tools and SIE’s reasonable attorney’s fees. |
7.12.2 | Risk of Loss. If any loaned Hardware Tools are lost, stolen, damaged, destroyed or copied, Publisher shall pay the applicable SIE Company the replacement value of the loaned Hardware Tools, as set forth in the Developer Website or as specified by the applicable SIE Company, in addition to any remedy that the applicable SIE Company may have at law or in equity. Publisher shall, at SIE’s sole cost and expense, execute any documents and take all actions that SIE reasonably requests to protect SIE’s right, title and interest to the Hardware Tools. |
7.12.3 | SIE Ownership. SIE retains all right, title and interest to any loaned Hardware Tools, including all Intellectual Property Rights. Publisher shall not sell, lease, license, transfer or dispose of the loaned Hardware Tools, or permit any lien or encumbrance. Publisher shall not do or cause |
8. | Manufacture and Supply of Physical Media Products |
8.1 | Designated Manufacturing Facilities. To ensure compatibility of Physical Media Products with the System, consistent quality of the Physical Media Products, and incorporation of anti-piracy security measures, each SIE Company shall designate and license at least [***] Designated Manufacturing Facility to reproduce Physical Media Products. Subject to an agreement to the contrary, in no circumstances shall any SIE Company or the Designated Manufacturing Facility treat any of Publisher’s Physical Media Products in any way more or less favorably, in terms of production turnaround times or otherwise, than the Physical Media Products of any other similarly situated third party licensee of such SIE Company or than the Physical Media Products published by such SIE Company itself. Publisher shall purchase all of its requirements for Physical Media Products, including demonstration discs and cards, Printed Materials, Packaging and assembly from a Designated Manufacturing Facility in the Territory in which they are to be distributed by Publisher under this GDPA, except as expressly set forth in this Section 8. Any Designated Manufacturing Facility may enforce the terms of this GDPA that relate to the manufacture and delivery of Physical Media Products. If law in a Territory prohibits SIE from requiring Publisher to use only a Designated Manufacturing Facility to manufacture Physical Media Products, Publisher may have Physical Media Products, including demonstration discs and cards, manufactured by a third party other than a Designated Manufacturing Facility, but Publisher may do so only to the extent the law in the Territory requires that Publisher have the right to do so, and only for Physical Media Products distributed in the Territory with such a prohibition. Publisher’s use of a third-party manufacturer other than a Designated Manufacturing Facility must otherwise comply with this GDPA, including the obligation to pay a platform charge. |
8.2 | Creation of Master Media. Using a fully-approved, reproducible file containing final Licensed Product, the applicable SIE Company or the applicable Designated Manufacturing Facility shall create a reproducible master of the Physical Media Product from which all units of the applicable Physical Media Product are to be replicated. Publisher shall be responsible for the costs, as determined by the applicable SIE Company or the applicable Designated Manufacturing Facility, of producing the reproducible masters of Physical Media Products. |
8.3 | Orders. Publisher shall issue Purchase Orders to the applicable Designated Manufacturing Facility, with a copy to the SIE Company in the Territory where the order is placed. No Purchase Orders will be processed for any Physical Media Product unless that product is approved in accordance with Section 6, and complies with the Guidelines. All Purchase Orders shall be subject to approval by the applicable SIE Company, not to be unreasonably withheld, and to acceptance by the applicable Designated Manufacturing Facility pursuant to the Guidelines. Purchase Orders issued by Publisher to a Designated Manufacturing Facility for each Licensed Product approved by the applicable SIE Company shall be non-cancelable and are subject to the standard terms and conditions of the Designated Manufacturing Facility that are generally applicable to all Licensed Publishers at the time of acceptance of the Purchase Order. Publisher shall not, directly or indirectly, solicit orders for or sell any units of Physical Media Products in any situation where Publisher knows or reasonably should know that any of such Physical Media Products may be exported or resold outside of the Territory in which they are ordered. |
8.4 | Manufacture and supply of units. Upon approval of a Licensed Product and associated Printed Materials pursuant to Section 6, and subject to Sections 8.5 through 8.7, the applicable Designated Manufacturing Facility will, in accordance with the terms and conditions set forth in this Section 8, and at Publisher’s request and sole expense (a) manufacture and supply Physical Media Products for and to Publisher; (b) manufacture and supply Publisher’s Packaging and Printed Materials; and (c) assemble the Physical Media Products with the related Printed Materials and Packaging. Publisher shall comply with all Guidelines relating to the production of units of Physical Media Products. The applicable SIE Company reserves the right to insert or require Publisher to make arrangements for the insertion of certain Printed Materials relating to the System into each unit. |
8.5 | Manufacture and supply of Printed Materials by Designated Manufacturing Facility. Publisher shall deliver the applicable SIE-approved Printed Materials to the applicable Designated Manufacturing Facility, at Publisher’s sole risk and expense, and the Designated Manufacturing Facility will manufacture Printed Materials in accordance with this Section 8. Neither SIE nor any Designated Manufacturing Facility is liable for loss of or damage to Printed Materials [***]. |
8.6 | Manufacture of Packaging and Printed Materials by Alternate Source. Subject to the prior, express, written approval (in its sole discretion) of the SIE Company in the Territory in which the Physical Media Products are to be distributed by Publisher under this GDPA and the Guidelines, Publisher may elect to be responsible for manufacturing its own Packaging and Printed Materials (other than artwork which is to be reproduced or displayed on any Physical Media Product, which Publisher will supply to the applicable Designated Manufacturing Facility for incorporation within the Physical Media Product), at Publisher’s sole risk and expense. The applicable SIE Company shall have the right to disapprove any Packaging or Printed Materials that do not comply with the applicable Guidelines. If Publisher elects to supply its own Packaging or Printed Materials, neither SIE nor any Designated Manufacturing Facility shall be responsible for any shortage or delays arising from use of Publisher’s own Packaging or Printed Materials. |
8.7 | Assembly Services by Alternate Source. Subject to the prior, express, written approval (in its sole discretion) of the SIE Company in the Territory in which the Physical Media Products are to be distributed by Publisher under this GDPA and the Guidelines, Publisher may procure assembly services from an alternate source. If Publisher elects to be responsible for assembling the Physical Media Products, then the applicable Designated Manufacturing Facility shall ship the component parts of the Physical Media Product to a destination designated by Publisher, at Publisher’s sole risk and expense. The applicable SIE Company shall have the right to inspect any assembly facilities that Publisher proposes to use in order to determine if the component parts of the Physical Media Products are being assembled in accordance with SIE’s quality standards. The applicable SIE Company may require Publisher to recall any units of any Physical Media Products that fail to comply with the Guidelines. If Publisher elects to use alternate assembly facilities, neither SIE nor any Designated Manufacturing Facility shall be responsible for any shortage or delays or other production issues, including breakage or missing component parts, arising from use of alternate assembly facilities. Publisher shall comply with all applicable labor and employment laws and shall not employ child labor, slave labor or forced labor in connection with the assembly of the Licensed Products, or use any third party that does so. |
8.8 | Delivery of Physical Media Products. The applicable Designated Manufacturing Facility will deliver Physical Media Products to Publisher at Publisher’s sole expense, except where otherwise |
8.9 | Ownership of Original Master Discs. Neither SIE nor any Designated Manufacturing Facility has any obligation to release to Publisher any original reproducible masters created under Section 8, or any other in-process materials. These masters and materials are and will remain the sole property of SIE or the Designated Manufacturing Facility (as applicable). Notwithstanding the foregoing, the Publisher Intellectual Property Rights that is contained in these masters or materials are, as between SIE and Publisher, the sole and exclusive property of Publisher or its licensors. |
8.10 | Other Products. This Section 8 shall apply to the manufacture, order, supply and delivery of other non-standard products or Packaging relating to Licensed Products, if any, ordered by Publisher from a Designated Manufacturing Facility, unless otherwise stated in this GDPA or the Guidelines. |
9. | Distribution. |
9.1 | Distribution of Physical Media Products |
9.1.1 | Form of Distribution. Unless expressly approved in writing by the SIE Company in the applicable Territory, Licensed Products distributed physically to end-users shall be in the form of Physical Media Products only. Publisher shall not, directly or indirectly, bundle a Licensed Product with any other Licensed Product or any other content, good or service, without SIE’s prior written consent. Where such approval is granted, the terms of this GDPA shall apply to those units. |
9.1.2 | Distribution Channels. Publisher may use distribution channels for Physical Media Products as Publisher deems appropriate, including the use of third-party distributors, resellers, dealers and sales representatives. |
9.1.3 | Simultaneous Publishing. Except as agreed by an SIE Company in the applicable Territory, any Physical Media Product must be released by Publisher on the same date as the equivalent Digitally Delivered Product, as determined by SIE under Section 9.2 or as otherwise agreed between the parties. |
9.2 | Distribution of Digitally Delivered Products |
9.2.1 | Distribution Channel for Digitally Delivered Products. Unless expressly approved in writing by all SIE Companies in the relevant Territories, Digitally Delivered Products and any subscriptions or services associated with Licensed Products shall be distributed through PSN only, in accordance with this Section 9. Publisher may, however, electronically transmit PlayStation Compatible Products from Development Site to Development Site, or from machine to machine over a computer network, for the sole purpose of facilitating development or testing of PlayStation Compatible Products to be carried out under Section 6, provided that Publisher uses reasonable security measures customary within the high technology industry to reduce the risk of unauthorized interception or retransmission of those transmissions. |
9.2.2 | PSN. |
9.2.3 | License to Product Information. Publisher shall provide SIE with Product Information for each Licensed Product for use by SIE in accordance with this Section 9.2.3 and the Guidelines. Publisher grants to SIE, for the Term, a non-exclusive license to use Product Information to further SIE’s resale or other electronic distribution of Digitally Delivered Products. This license includes the following grant of rights to SIE to: (i) use, publish, reproduce, distribute, display, exhibit, transmit and communicate to the public, make available, and publicly perform on or through any media whatsoever Publisher’s and its licensors’ trademarks, service marks or logos, and Product Information in connection with the marketing or promotion of Digitally Delivered Products on PSN or, with Publisher’s prior written approval (such approval not to be unreasonably withheld), in connection with any campaign which is primarily aimed at advertising, marketing or promoting PSN, the PlayStation Store, the Systems or the PlayStation brand generally, and; (ii) subject to Publisher’s prior written approval, edit, crop or vignette all such materials as appropriate to comply with technical limitations. The licenses granted in this Section 9.2.3 include a license to use Publisher Intellectual Property Rights as reasonably necessary to exercise the foregoing rights and licenses. |
9.2.4 | PSN Vouchers. At Publisher's request, SIE may (without obligation) issue PSN voucher codes and printed vouchers displaying such codes for Digitally Delivered Products, subject to agreement with Publisher on Wholesale Price or applicable revenue share, and, where applicable, on payment of SIE's fee for voucher production and supply as stipulated in the Guidelines, for: (i) non-commercial use (including internal use) by Publisher; (ii) promotional use by Publisher; or (iii) supply (but not resale) to consumers. PSN vouchers issued to consumers may be redeemed in any country of the applicable Territory in which PSN is available. Where permitted by an SIE Company and subject to the Guidelines, Publisher may purchase from the applicable SIE Company physical cards with printed PSN voucher codes that entitle users to redeem Digitally Delivered Products from PSN and distribute or sell physical cards to third party retailers for resale to users. Publisher shall obtain voucher codes solely from the applicable SIE Company in the applicable Territory. |
9.2.5 | No Obligation. Each SIE Company reserves the right, in its sole discretion, to do any of the following, at any time, without notice to Publisher: (i) operate and manage PSN; (ii) control the timing, manner, extent and duration of any offer, display, supply, distribution, delivery, marketing, advertising and promotion of Digitally Delivered Products acting reasonably and in good faith; (iii) subject to agreement on applicable Wholesale Price or other consideration, distribute, rent, sell, resell or market any product and service on PSN, including those that compete with Digitally Delivered Products; (iv) use age gates, filters or other restrictions to accessing Digitally Delivered Products and Online Activity; (v) commence or discontinue the marketing, resale, or electronic distribution of any Digitally Delivered Product acting reasonably and in good faith; and (vi) suspend or cease PSN’s operation, in whole or in part, or suspend or cancel the offering or supply of any Digitally Delivered Product to a User in accordance with the ToSUA. |
9.2.6 | DRM. SIE has no obligation to use any digital rights management technology in conjunction with its resale or other electronic distribution of Digitally Delivered Products. If SIE, in its sole discretion, elects to use means to limit the improper use of Digitally Delivered Products, SIE will do so without any liability to Publisher, and Publisher shall use commercially reasonable efforts to support any such efforts. SIE shall not remove, alter, deactivate or |
9.2.7 | Product Submission. Publisher shall provide Digitally Delivered Products to SIE for supply on or through PSN by submitting to an SIE Company a Digitally Delivered Product pursuant to the process described in the Guidelines or otherwise communicated to Publisher by SIE (each such submission a “Product Submission”). Each Product Submission must include a true and accurate description of the Digitally Delivered Product, along with complete metadata for the Digitally Delivered Product as specified in the Guidelines or otherwise communicated to Publisher by SIE. Publisher is liable to SIE and Users for inaccurate or misleading (including by omission) product descriptions. There will be no obligation on SIE to supply any Digitally Delivered Product until SIE has accepted the relevant Product Submission (without prejudice to Section 9.2.5(ii)). Each accepted Product Submission is hereby incorporated into and becomes a part of this GDPA. SIE may amend or change the Product Submission process and requirements at any time and will provide reasonable notice to Publisher of those changes. If a change to the Product Submission process or requirements requires additional information from Publisher, Publisher shall promptly provide that information to SIE on request. Publisher shall follow the Product Submission process that is current at the time Publisher submits Digitally Delivered Products. Any changes that Publisher wishes to make to a Product Submission must be notified to SIE by way of a separate Product Submission. |
9.2.8 | Removal from PSN Storefront. Publisher may cease the sale or other provision of a Digitally Delivered Product to SIE by providing SIE with written notice no less than 21 days prior to cessation, or as required by the Guidelines; provided that SIE shall use its commercially reasonably efforts to remove promptly any Digitally Delivered Product(s) where Publisher deems it is legally necessary. SIE may purchase and resell or license and otherwise make available for electronic distribution via PSN, an unlimited quantity of Digitally Delivered Products until the date of cessation. |
9.2.9 | Territory Restrictions. SIE shall only be taken to have exercised its rights under this Section 9 in respect of any Digitally Delivered Product in a particular country where SIE's activities in respect of that Digitally Delivered Product are directed at that country. Access to, use of or download of such product through PSN by a User outside the Territory is not a breach of this GDPA or a breach of any Publisher Intellectual Property Rights or (as between SIE and Publisher) the Intellectual Property Rights of any other person; provided that SIE shall use commercially reasonable efforts to limit display of, Digitally Delivered Products on PSN to Users within the applicable Territory. |
10. | EULAs and Additional Terms |
10.1 | Additional Terms. Publisher may have its own terms describing or limiting use of its Digitally Delivered Products, in accordance with the Guidelines (“Additional Terms”). Additional Terms shall be provided to SIE with the relevant Product Submission. SIE reserves the right to review and suggest revisions to the Additional Terms but without liability for them, and Publisher shall consider SIE’s suggestions in good faith. Publisher may update the Additional Terms from time to time without submitting them to SIE. SIE is not liable for Publisher’s failure to comply with Additional Terms. |
10.2 | Licensed Product Terms. Publisher acknowledges that the Software Product License Agreement shall be a license effective between Publisher, SIE and users of Licensed Products. Publisher shall be entitled to present its own license (a “Publisher EULA”), which may be updated by Publisher from time to time, provided that the terms of the Publisher EULA are not inconsistent with the terms and conditions of the Software Product License Agreement or the ToSUA as they relate to a Licensed Product’s or User’s interaction with the System or SIE’s liability, and includes the following terms: |
10.2.1 | the Publisher EULA is between Publisher and the user, not between any platform provider and the user; |
10.2.2 | Publisher is solely responsible for the Licensed Product; |
10.2.3 | a limited license to use the Licensed Product only on a platform that the user owns or controls or other such system to which the Licensed Product is delivered by a platform provider service; and |
10.2.4 | each SIE Company (or the SIE Company for the Territory where the Licensed Product is being sold if the Publisher EULA is regional) is a third party beneficiary of the Publisher EULA. For the avoidance, of doubt, Publisher need not specifically refer to each SIE Company by name in order to achieve compliance with this Section 10.2.4. |
11. | Advertising |
11.1 | Generally. Publisher may advertise PlayStation Compatible Products or related Online Activity, but all advertising must be carried out in accordance with the Guidelines. |
11.2 | In-Game Advertising. Static or dynamically placed or served advertisements placed in Licensed Products must comply with the Guidelines and Section 15.3. SIE has sole discretion to reject, block placement of, remove or require removal of any advertisement that (i) does not comply with the Guidelines, applicable law, regulations, court decision, other judicial or administrative order, age ratings system, or principles of any applicable age ratings board; or (ii) which may reasonably cause (in light of the PlayStation Compatible Product’s rating and other content) SIE or any Affiliate to suffer public disrepute, contempt, scandal or ridicule, or which would insult or offend the relevant community or any substantial organized group thereof or which would adversely affect SIE or any Affiliate’s name, reputation or goodwill. SIE shall notify Publisher in writing if it rejects, blocks or removes any advertisement in accordance with this Section 11.2. SIE reserves the right to require Publisher to use commercially reasonable efforts to develop and implement a tracking mechanism to verify the number of users viewing advertisements in a Licensed Product. For the purposes of this Section 11.2, “advertisement” shall be deemed to include promotions, product placements, and references and trademarks relating to sponsorships. |
12. | Online Activity & Data Collection |
12.1 | Publisher Obligations. If a Licensed Product allows Users to engage in Online Activity, then, as between Publisher and SIE, Publisher must, at its sole expense for the term in which the User has |
12.1.1 | host and provide Users with access to Online Activity; |
12.1.2 | provide Users with customer support in a commercially reasonable manner; |
12.1.3 | Publisher will manage Online Activity in accordance with the terms of its Publisher EULA for the applicable Licensed Product or Online Activity. Where a User makes Publisher aware of any breach or suspected breach by another User of the ToSUA, Publisher will promptly notify the User reporting such breach to SIE’s own internal reporting systems or otherwise direct the User concerned to such systems. |
12.1.4 | appoint a dedicated contact person for Online Activity, who will act as a liaison between SIE and Publisher for all matters relating to the same. Publisher shall give SIE [***] days’ written notice prior to any change of a designated contact person; |
12.1.5 | display a link to any Additional Terms relating to any Online Activity in the PSN metadata for the relevant PlayStation Compatible Product before a User engages in such Online Activity; |
12.1.6 | operate all Online Activity with particular regard to the protection of children and privacy, and in compliance with legal requirements or as stipulated under any voluntary system relating to the labeling and conduct of gameplay websites designated by SIE to Licensed Publishers generally, and comply with any SIE policy contained in the Guidelines relating to the protection of children during Online Activity and, where Publisher employs PSN authentication on websites in accordance with the Guidelines, implement appropriate age filters; and |
12.1.7 | provide 90 days’ notice to SIE in order to enable SIE to notify consumers in a clear and conspicuous manner of any permanent shutdown to a server hosting or supporting Online Activity on PSN and Publisher shall provide Users with such notification at least [***] days prior to the date Online Activity terminates. |
12.2 | Use of PSN ID. Publisher must require all end-users to sign in with their unique PSN ID, or such other SIE identifier specified by SIE, when accessing Online Activity. |
12.3 | Personal Information Collection by Publisher. If Publisher collects any Personal Information from a System or Licensed Product, Publisher shall do so in strict accordance with all applicable laws and regulations, and the Guidelines. Publisher shall, at a minimum: |
12.3.1 | Implement reasonable and appropriate measures to protect the confidentiality, security, and integrity of any Personal Information collected; and |
12.3.2 | Without limiting the obligation to comply with all applicable laws and regulations under this Section 12.4, provide notice to users of its privacy practices, including at least material terms relating to the following: |
12.3.2.1 | the Personal Information collected; |
12.3.2.2 | the purposes for which Personal Information will be used; |
12.3.2.3 | to whom Personal Information will be disclosed; |
12.3.2.4 | where Personal Information will be transferred; and |
12.3.2.5 | how an individual can access, correct and delete Personal Information about them. |
12.3.3 | Publisher shall comply with the practices described in Publisher’s privacy notice. |
12.4 | Personal Information Disclosed to Publisher by SIE. SIE has no obligation to disclose data collected by or on behalf of SIE or its Affiliates to Publisher. If Personal Information is disclosed to Publisher by SIE (“SIE Personal Information”) in SIE’s absolute discretion, Publisher agrees to the following, solely in relation to such SIE Personal Information: |
12.4.1 | to limit, subject to Section 12.4.2, its processing of SIE Personal Information strictly to those purposes defined in the Guidelines or in writing by SIE and for no other purpose; |
12.4.2 | that prior to processing SIE Personal Information for any purposes beyond those defined under Section 12.4.1, it will: |
12.4.2.1 | obtain SIE’s express, written consent to the use of such data for such purposes such consent to be in SIE’s sole discretion; |
12.4.2.2 | inform the individual of Publisher’s identity; |
12.4.2.3 | inform the individual of the purposes for which the data will be used; |
12.4.2.4 | obtain the individual’s explicit consent to such transfer and use; and |
12.4.2.5 | provide notice to the individual that the use and any disclosure of the SIE Personal Information shall be subject to Publisher’s privacy policy and that SIE is not responsible or liable for Publisher’s use of the SIE Personal Information; |
12.4.3 | to handle SIE Personal Information in accordance with law and: (a) with respect to SIE Personal Information processed by Publisher pursuant to Section 12.4.2 with any terms for handling and use presented by SIE and Publisher’s privacy policy, and (b) with respect to SIE Personal Information processed by Publisher pursuant to Section 12.4.1, the Guidelines and with any terms for handling and use presented by SIE; |
12.4.4 | to implement measures to protect the confidentiality, security, and integrity of any SIE Personal Information that SIE Company shares with Publisher that are reasonable, adequate or otherwise required by Section 12.4.3; and |
12.4.5 | where such SIE Personal Information relates to an end user who is located in a country with, or is a customer of SIE that is subject to, a law, regulation or direction of any competent |
12.4.6 | For the avoidance of doubt, this Section 12.4 shall not apply to any Personal Information that is collected by Publisher directly from a User, which shall be subject to Publisher’s EULA and Section 12.3. |
13. | Marketing of Licensed Products |
13.1 | Marketing Generally. At no expense to SIE, Publisher will, and will direct its distributors to, market, sell and distribute the Physical Media Products, market Digitally Delivered Products, use commercially reasonable efforts to: (a) stimulate demand for all Licensed Products throughout the applicable Territories, and (b) supply units of Physical Media Products to satisfy any resulting demand. |
13.2 | Samples. Publisher will provide sample units of each Physical Media Product to the SIE Company in each relevant Territory in the quantities and per the terms specified in the Guidelines. In the event that Publisher assembles any Physical Media Product using an alternate source in accordance with Section 8.7, Publisher will be responsible for shipping such sample units to each applicable SIE Company, at Publisher’s cost and expense, promptly following the commercial release of such Physical Media Product. SIE shall not directly or indirectly resell any such sample units of the Physical Media Products without Publisher’s prior written consent. SIE may distribute sample units to its employees or those of its Affiliates, provided that it uses its reasonable efforts to ensure that such units are not sold into the retail market. In addition, subject to availability, Publisher shall sell to each applicable SIE Company additional units at cost. |
13.3 | Marketing Programs. SIE may invite Publisher to participate in promotional or advertising opportunities that may feature [***] Licensed Products from one or more Licensed Publishers. Participation shall be voluntary and subject to terms to be determined by SIE at the time of the opportunity. In the event Publisher elects to participate, all materials submitted by an authorized representative of Publisher to SIE shall be submitted subject to the Guidelines and delivery of such materials to SIE shall constitute acceptance by Publisher of the terms of the offer. Each SIE Company shall be entitled to display and otherwise use an attribution line substantially similar to the following on its multi-product marketing materials: “Copyrights and trademarks are property of their respective owners.” |
13.4 | PlayStation Website. Publisher shall provide SIE with Product Information in HTML or such other format as specified by SIE for each of its Licensed Products for display on [***] PlayStation promotional websites. Specifications for Product Information for those websites shall be as provided in the Guidelines. Publisher shall provide each applicable SIE Company with such Product Information for each Licensed Product upon submission of Printed Materials to the applicable SIE Company for approval pursuant to the Guidelines. Publisher shall also provide updates for any such web page in a timely manner as may be required in the Guidelines. |
14. | Subcontracting. Publisher may provide a subcontractor with access to the SIE Materials where required to assist with the development, testing, publication and marketing of PlayStation Compatible Products only where Publisher has: (i) made the subcontractor aware of the confidentiality, data protection, and other relevant |
15. | Revenue and Payments |
15.1 | Physical Media Products. Publisher shall pay each Designated Manufacturing Facility located in the Territory in which Publisher distributes Physical Media Products, either directly or through its designee, for Physical Media Products, including Physical Media Products in any “Greatest Hits,” “Platinum” or any other program, and demonstration discs, at the rates and in the manner specified in the Guidelines, the terms of this Section 15, or otherwise communicated to Publisher by other means used by SIE to communicate standard terms to Publishers from time to time. Publisher shall inform SIE of its Wholesale Price for each Physical Media Product title which shall form the basis of the platform charge payable to the applicable Designated Manufacturing Facility, such amount to be calculated by SIE and notified to the Publisher in accordance with the Guidelines. Payment shall be made prior to manufacture unless the applicable SIE Company has agreed in writing to extend credit terms to Publisher under Section 15.1.1. The burden of proof under this Section 15 shall be on Publisher. SIE reserves the right to require Publisher to furnish evidence satisfactory to SIE that Publisher has complied with any or all of its obligations pursuant to this Section 15. |
15.1.1 | Credit Terms. SIE may extend credit terms to Publisher in SIE’s sole discretion. Credit terms and limits shall be subject to revocation or extension at SIE’s sole discretion. If credit terms are extended to Publisher, Purchase Orders will be invoiced by the Designated Manufacturing Facility upon shipment of Physical Media Products and each invoice will be payable within [***] days of the date of the invoice or other period stated in the Guidelines. Publisher shall be additionally liable for all costs and expenses of collection of any unpaid amounts, including reasonable fees for lawyers and court costs. |
15.1.2 | General Terms. Each shipment by the Designated Manufacturing Facility to Publisher shall constitute a separate sale, whether said shipment constitutes the whole or partial fulfillment of any Purchase Order. Title to units of Physical Media Products pass to Publisher only upon payment in full of the amounts due under this GDPA for those units. The receipt and deposit of any moneys payable by Publisher under this GDPA shall be without prejudice to any rights or remedies that SIE or the Designated Manufacturing Facility has and shall not restrict or prevent either from challenging the basis for calculation or payment accuracy. |
15.1.3 | SIE Audit. Publisher shall keep full, complete, and accurate records covering all transactions relating to Physical Media Products ordered and manufactured pursuant to this GDPA including, the Wholesale Price received for Physical Media Products, and all records relating to indirect revenue under Section 15.3. Publisher shall preserve such records, documents, and materials for a period of [***] months after the expiration or termination of this GDPA. SIE’s acceptance of any accounting statement, purchase order, or payment will not preclude SIE from challenging or questioning the accuracy thereof at any time up to [***] months after the expiration or termination of this GDPA. If SIE reasonably believes that the pricing or revenue information provided by Publisher is not accurate, SIE is entitled to request additional documentation from Publisher to support the information provided. In addition, during the Term and for a period of [***] thereafter and upon the giving of reasonable prior written notice to publisher (no less than [***] days), at SIE’s expense, representatives of SIE shall be given access to, and the right to inspect, audit, and make copies and summaries of, and take extracts from, such portions of all records of Publisher, including those records from Publisher’s affiliates and branch offices, as they pertain to the Licensed Products and any payments due or credits received. Any such audit shall take place during normal business hours, be carried out no more than once in any consecutive [***] period, not take place within [***] days of the end of Publisher’s fiscal year, and shall, at SIE’s sole election, be conducted either by an independent certified accountant or by an appropriately professionally qualified SIE employee. SIE shall require any independent certified accountant performing an audit to execute a non-disclosure agreement with Publisher in a form acceptable to Publisher. If such inspection reveals any under-reporting of any payment due to SIE, Publisher shall promptly pay SIE such amount. If any audit conducted by SIE reveals that Publisher has under-reported any payment due to SIE by [***] or more for the relevant audit period and that is no less than [***], then in addition to the payment of the appropriate amount due to SIE, Publisher shall reimburse SIE for all reasonable audit costs for that audit and all collection costs to recover any unpaid amounts. |
15.2 | Digitally Delivered Products |
15.2.1 | Publisher Revenue. In consideration of the rights granted by Publisher under Section 9.2.2, each applicable SIE Company shall pay to Publisher the applicable Wholesale Price and/or agreed revenue share for the Digitally Delivered Products covered by a Product Submission accepted by SIE. SIE has no obligation to pay for any Digitally Delivered Product (and will be entitled to a refund for amounts paid to Publisher): (i) unless and until SIE receives payment from the relevant User; (ii) that is not fully compliant with this GDPA; (iii) that is defective, non-functional or inaccessible through no fault of SIE; or (iv) that is provided by SIE free of charge as a replacement copy or an agreed promotion. Other than the Wholesale Price and/or agreed revenue share or as otherwise set out in this GDPA, Publisher is not entitled to any other fee in connection with any Digitally Delivered Products. No further Wholesale Price or agreed revenue share shall be payable to Publisher where a User exercises an entitlement included with a Licensed Product (whether at purchase or at a later time) to download additional copies to other Systems or other compatible devices, whether by means of emulation or otherwise. Publisher may change a Digitally Delivered Product’s Wholesale Price and/or Additional Terms by providing SIE with a revised Product Submission specifying the changes and the desired effective date. SIE shall use commercially reasonable efforts to |
15.2.2 | Retail Price. Each SIE Company has the sole and exclusive right to set the retail price to Users for Digitally Delivered Products sold or otherwise made available for purchase on or through PSN in its Territory, unless SIE adopts and presents to Publisher an alternative structure for distributing Digitally Delivered Products. The applicable SIE Company may modify any Digitally Delivered Product’s retail price at any time without notice to Publisher. Publisher shall not interfere with the applicable SIE Company’s price setting, but may provide SIE with suggested retail prices for Digitally Delivered Products. SIE reserves the right to adopt an alternative distribution model upon reasonable notice to Publisher. |
15.2.3 | Refunds. SIE has no obligation to make any payment to Publisher under Section 15.2.1 in respect of any sale where SIE has chosen or is required by applicable law or regulation to refund the price paid by the User for that sale for any reason, other than where such refund becomes due directly as a result of SIE’s failure to comply with the terms of this GDPA. |
15.2.4 | Report and Payment Terms. SIE will provide Publisher with statements identifying the quantity of Digitally Delivered Product sold or licensed by SIE to, or otherwise purchased by, Users (based upon the date SIE receives payment) as well as any refunds for Digitally Delivered Products. Subject to the receipt of Publisher’s valid tax invoice which meets the requirements of the relevant taxation authorities (where requested by an SIE Company), SIE will pay Publisher the Wholesale Price and/or agreed revenue share for the net quantity of Digitally Delivered Products sold or licensed on PSN in the currency, at the times, and in the manner stated in the Guidelines but not before the initial commercial release of the applicable Licensed Product in the Territory, or as otherwise communicated to Publisher. Where any amounts that SIE must pay under this GDPA are based on SIE or Affiliate revenue, those amounts are calculated after deduction for consumption taxes (including VAT), duties, charges or assessments which SIE or an Affiliate may have to collect or pay with respect to the sale or licensing of Licensed Products. Applicable currency exchanges will be based on the Sony Corporation official rate, or such other independent third party currency conversion provider as SIE may adopt in its sole discretion, for the period in which the relevant Digitally Delivered Products are sold or licensed on PSN. Subject to Section 15.2.3: (a) if the total amount of refunds issued by the applicable SIE Company for refunded Digitally Delivered Products exceeds the amount owed by that SIE Company to Publisher in the relevant period, Publisher shall pay that SIE Company an amount equal to the difference; (b) SIE may withhold sums equal to refunds it has made from any payments due to Publisher and withhold payment of any other disputed funds until such time as the parties resolve any dispute; and (c) if requested by SIE, Publisher shall issue credit notes to SIE for all refunds shown in SIE’s statement in the month following that in which it receives a statement from SIE itemizing the refund in question. |
15.2.5 | SIE Subscriptions. From time to time, SIE may offer Publisher the opportunity to make certain Digitally Delivered Products available as part of PlayStation Plus or other premium package of products and services offered through PSN to Users paying the relevant subscription fee. The relevant Digitally Delivered Products and the agreed price, if any, to be paid by SIE for the inclusion of such products shall be recorded in a schedule to this GDPA |
15.2.6 | Publisher Audit. SIE shall keep full, complete and accurate records covering all transactions relating to Digitally Delivered Products to verify its calculation of proper payment pursuant to this Section 15.2, and shall preserve these records for a period of 12 months after this GDPA’s termination, or two years after presenting the applicable periodic statement to Publisher, whichever is earlier. Publisher’s acceptance of any accounting statements, records or payment under this GDPA will not preclude Publisher from challenging or questioning the accuracy of any statement or report during the Term and the 12-month period after this GDPA’s termination. Publisher will give SIE specific notice of any objection to a statement provided under Section 15.2 within 36 months following the date on which SIE first sent the statement to Publisher, or the statement will become conclusively binding and Publisher waives any further right to object. If Publisher has a good faith and reasonable belief that SIE has not provided accurate information and owes Publisher payment under this Section 15.2 as a result, then Publisher may, upon describing in detail the basis for its reasonable belief and providing objective evidence indicating that SIE has underpaid, request additional, supporting documentation from SIE to verify the resale of Digitally Delivered Product to Users. If the matter remains unresolved, the parties shall then attempt in good faith, for a period of not less than [***] days to resolve any dispute related to any statement or payment challenged by Publisher. If such dispute remains unresolved, Publisher may then, at its expense, hire a nationally recognized, third-party accounting firm, on a non-contingency fee basis, reasonably acceptable to SIE, to inspect, audit and make copies and summaries of and take extracts from, those portions of SIE’s records pertaining to payments due or credits received under this Section 15.2. Publisher shall require an accounting firm performing an audit to execute a non-disclosure agreement with SIE in a form acceptable to SIE. Information provided to or obtained by Publisher or the accounting firm performing an audit is deemed SIE Materials. The right to conduct such an audit shall not confer on Publisher the right to access any systems or equipment which comprise or support PSN or any information contained therein. Publisher shall provide SIE with reasonable prior written notice (in no event less than [***] days) of Publisher’s intent to perform an audit, but no audit may take place within [***] days after the end of SIE’s fiscal year. Any audit must take place during SIE’s normal business hours. An audit may not be performed more than [***], and no record may be audited more than once. If an audit reveals any under-reporting of any payment due to Publisher, SIE shall promptly pay Publisher the under-reported amount. If an audit conducted by Publisher reveals that SIE has under-reported any payment due to Publisher by [***] or more for the relevant audit period and that is no less than [***], then in addition to the payment of the appropriate amount due to Publisher, SIE shall reimburse Publisher for all reasonable third-party audit costs and all collection costs to recover any unpaid amounts. Nothing in this GDPA shall give Publisher the right to challenge or audit any statement or records pertaining to any period prior to the Effective Date. |
15.3 | Indirect Revenue. If Publisher intends to monetize, or receive any revenue or other monetary benefit derived from the exploitation of, PlayStation Compatible Products (including related Online Activity), other than from the sale of Physical Media Products pursuant to Section 9.1 or Digitally Delivered Products via PSN pursuant to Section 9.2, including from revenue or other monetary benefits derived from any product placement, sponsorships, or advertising (“Revenue”), then Publisher shall notify the applicable SIE Company and enter into good faith negotiations regarding the royalty to be paid to the SIE Company (if any) on Revenue received by or credited to Publisher at a rate to be agreed by the parties. If the parties fail to agree on the applicable royalty due to the SIE Company within a reasonable period of time of such good faith negotiations commencing, then the applicable royalty due to the SIE Company will be [***] of the gross Revenue received by or credited to Publisher or any Publisher Affiliate. For the avoidance of doubt, such royalty shall only be assessed on payments or monetary benefit provided by any third party to Publisher and shall in no event include any content licensing or advertisements where Publisher is obligated to pay a third party. Prior to distribution of any PlayStation Compatible Product, Publisher shall advise SIE of any indirect monetization or exploitation other than as permitted in Section 9.1 or 9.2. Publisher shall provide SIE with monthly reports of any Revenue or credits received and shall pay SIE’s invoice within [***] days of the date of the invoice. For the avoidance of doubt, nothing in this Section 15.3 shall derogate from Publisher’s obligation to distribute Licensed Products only in accordance with Sections 9.1 (for Physical Media Products) and 9.2 (for Digitally Delivered Products). For clarity, this Section 15.3 does not apply to any revenue, credit or other monetary value earned or otherwise derived from Publisher’s products, companion apps, services or related websites and networks based on or related to Publisher’s Intellectual Property Rights in PlayStation Compatible Products where such Publisher product, service, website or network (a) does not use or incorporate any SIE Materials (b) does not operate on or interact with any System; (c) does not interact with any Licensed Product operating on a System; or (d) was not published under any agreement with an SIE Company. |
15.4 | Third Party License Fees. Except as expressly agreed in writing by an SIE Company, if SIE’s exercise of any of the rights granted by Publisher under this GDPA causes SIE or any Affiliate to become legally responsible for the payment of any fees, costs or expenses to any content rights holder or third party collecting payment for the use of voice, music, video, or other content, including unions, guilds, or performing rights organizations, then SIE reserves the right to offset such third party fees, costs or expenses from amounts due to Publisher under this Section 15, or, in SIE’s sole discretion, reimbursement by Publisher to SIE or the applicable Affiliate. |
15.5 | Service Fees and Charges. Publisher shall pay all fees for services provided by SIE (including format quality assurance) in accordance with terms set forth in the Guidelines. Where a User downloads a Digitally Delivered Product (including Digitally Delivered Products made available to end users for free), SIE reserves the right to charge Publisher for the cost attributable to bandwidth for such downloads at the current, standard rate set by the applicable SIE Company and specified in the Guidelines. Publisher must pay SIE’s current, standard patching fee applicable to all Licensed Publishers in respect of any patch published under this GDPA, where the patch is submitted to SIE within 60 days of the approval of the relevant Licensed Product pursuant to Section 6.3, or as otherwise stated in the Guidelines. SIE reserves the right to change, on reasonable notice, the rate or the basis on which any such service fees are calculated provided that such changes apply to all other Licensed Publishers. |
15.6 | Publisher Deductions & Offsets. No costs incurred in the development, manufacture, marketing, sale or distribution of PlayStation Compatible Products shall be deducted from any amounts payable by Publisher under this GDPA. There shall be no deduction from any amounts owed by Publisher under this GDPA as a result of any uncollectible accounts owed to Publisher, or for any credits, discounts, allowances or returns which Publisher may credit or grant to any third-party customer of any PlayStation Compatible Products. Publisher may not assert any credit, set-off or counterclaim to justify withholding payment under this GDPA. |
15.7 | Taxes & Withholding |
15.7.1 | Taxes. The amounts that the parties must pay under this GDPA are exclusive of taxes (including VAT), duties, charges or assessments which the recipient is required to collect, for which the paying party is solely responsible. Where required by law, each party shall provide the other with a valid VAT registration number and each shall fulfil its obligations relating to VAT under the applicable reverse charge procedure which, in the EU, is stipulated in Article 196 of the EU VAT Directive 2006/112/EC. If the paying party does not provide the appropriate and valid VAT registration number, or applicable documentation in support of an exemption from VAT, then the supplying party will be entitled to charge VAT at the appropriate rate until such a time as an appropriate and valid VAT registration number, or the applicable documentation, is provided, at which time the VAT charged will be refunded or otherwise credited as permissible by law, provided the VAT registration number or other exemption was valid and appropriate at the time the VAT was charged. |
15.7.2 | SIE Withholding and Offset. If laws or regulations require that SIE or an Affiliate make deductions from sums payable to Publisher under this GDPA, SIE or its Affiliate may withhold those required deductions from the amounts it pays Publisher, remit the deducted amounts to the proper authorities and furnish Publisher, as soon as reasonably practicable, with an official receipt evidencing those payments, together with documentation as Publisher may reasonably require in making submissions to the proper authority. If requested by SIE, prior to any payment being made by SIE Publisher will provide SIE a certificate of tax residency and other documentation required to verify the tax residency of Publisher and, when applicable, to allow a reduction of tax withholding. SIE reserves the right to offset against any payments owed to Publisher under this GDPA any outstanding amounts owed to any SIE Company or Affiliate under this GDPA or otherwise (including any outstanding fees owed to any SIE Company under Section 15.5). SIE shall be entitled to assert any credit, set-off or counterclaim to justify withholding payment under this GDPA. [***]. |
15.7.3 | Publisher Withholding. Publisher shall be solely responsible for, and shall not withhold from any payment to SIE or an Affiliate, any withholding taxes or other such assessments which may be imposed by any governmental authority with respect to payments to SIE or an Affiliate. Where Publisher has paid any such tax or assessments, Publisher may provide each applicable SIE Company with official tax receipts or other such documentary evidence issued by the applicable tax authorities sufficient to substantiate any such taxes or assessments that have in fact been timely paid. Where such substantiation is provided, SIE or a Designated Manufacturing Facility (as applicable) shall issue an approved credit memo or approve Publisher’s invoice describing the credit, Publisher may apply such credit to subsequent payments to the SIE Company or Designated Manufacturing Facility that approved the credit. |
15.7.4 | Minimizing Withholding. Each party shall cooperate in good faith and use reasonable efforts to minimize any withholding tax. |
15.8 | Server Location. Publisher shall notify SIE in writing of the country location of all servers from which any Online Activity is delivered or made available to Users. Publisher shall use its commercially reasonable efforts to notify SIE of any changes to the location of any these servers or the use of additional servers in writing at least [***] months prior to any change or use of additional servers taking place. |
16. | Representations and Warranties |
16.1 | Representations and Warranties of SIE |
16.1.1 | Each SIE Company represents and warrants, solely for the benefit of Publisher, that it has the right, power and authority to enter into this GDPA for its respective Territory, and to fully perform its obligations hereunder. |
16.1.2 | The following terms shall apply unless otherwise stated in the Guidelines. SIE represents and warrants that all Physical Media Products manufactured by a Designated Manufacturing Facility for Publisher pursuant to this GDPA during the Term shall be free from defects in materials and workmanship under normal use and service at time of delivery in accordance with this GDPA. For SIEA and SIEE, the sole obligation of SIE under this warranty shall be, for a period of 90 days from the date of delivery of such Physical Media Products, at SIE's election, either (i) to replace defective Physical Media Products; or (ii) to issue credit for, or to refund to Publisher, the charge for defective Physical Media Products and to reimburse Publisher its reasonable return shipping costs. This warranty is the only warranty applicable to Physical Media Products manufactured by the Designated Manufacturing Facility for Publisher pursuant to this GDPA. This warranty shall not apply to damage resulting from accident, fair wear and tear, willful damage, alteration, negligence, abnormal conditions of use, failure to follow directions for use (whether given in instruction manuals or otherwise howsoever) or misuse of Physical Media Products, or to Physical Media Products comprising less than [***] (or, if greater, [***] units) in the aggregate of the total number of Physical Media Products manufactured by the Designated Manufacturing Facility for Publisher per Purchase Order of any Physical Media product. If, during such 90 day period, defects appear as aforesaid, Publisher shall notify SIE and, upon request by SIE (but not otherwise), return such defective Physical Media Products, with a written description of the defect claimed, to such location as SIE shall designate. SIE shall not accept for replacement, credit or refund as aforesaid any Physical Media Products except factory defective Physical Media Products (i.e. Physical Media Products that are not free from defects in materials and workmanship under normal use and service). All returns of Physical Media Products shall be subject to prior written authorization by SIE, not unreasonably to be withheld. If no defect exists or the defect is not such as to be covered under this warranty, Publisher shall reimburse SIE for expenses incurred in processing and analyzing the Physical Media Products. For SIE Inc., any obligation regarding manufacturing Physical Media Products is stated in the Guidelines. |
16.1.3 | [***]. |
16.2 | Representations and Warranties of Publisher. Publisher represents and warrants throughout the Term that: |
16.2.1 | there is, as of the Effective Date, no threatened or pending action, suit, claim or proceeding that SIE is not aware of that alleges that the use or possession by Publisher, or any of the Publisher Affiliates, of all or any part of the Publisher Property, Product Proposals, Product Information, Printed Materials, Advertising Materials, Packaging not provided by the Designated Manufacturing Facility, or any underlying work or content embodied in any of the foregoing, including any name, designation or trademark used in conjunction with any PlayStation Compatible Product, infringes or violates any Intellectual Property Rights or other right or interest of any kind whatsoever anywhere in the world of any third party, or that contests any right, title or interest of Publisher in or to the Publisher Property, Product Proposals, Product Information, Printed Materials, Advertising Materials, Packaging not provided by the Designated Manufacturing Facility, or any underlying work or content embodied in any of the foregoing, including any name, designation or trademark used in conjunction with any PlayStation Compatible Product; |
16.2.2 | Publisher Property, Product Proposals, Product Information, Printed Materials, Advertising Materials, Packaging not provided by the Designated Manufacturing Facility and their contemplated or actual disclosure or use under this GDPA, do not and shall not infringe the Intellectual Property Rights, right of publicity, right to privacy, or moral rights anywhere in the world of any third party. [***], Publisher has obtained the consent of all holders of Intellectual Property Rights necessary for SIE’s or its Affiliates’ use of any Licensed Products (apart from the SIE Materials), Product Proposals, Product Information, Printed Materials, Advertising Materials and Packaging not provided by the Designated Manufacturing Facility provided by Publisher, which may be reproduced, published, publicly displayed, publicly performed, marketed, sold and distributed by SIE and any Affiliates in accordance with this GDPA. [***], Publisher has made or will make all payments required to any person having any legal rights arising from such disclosure or use so that SIE will not incur any obligation to pay any royalty, residual, union, guild, collecting society or other fees or expenses; |
16.2.3 | Publisher Property does not contain and is not derived in any manner (in whole or in part), from any software, including without limitation open source software, that would require that any SIE or third party proprietary software or information be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of permitting modifications or derivative works; (iii) reproduced and/or redistributed (with or without charge); (iv) permitted to be reverse engineered; or (v) used only for non-commercial purposes; |
16.2.4 | Publisher has the right, power and authority to enter into this GDPA, to grant SIE the rights granted hereunder and to fully perform its obligations hereunder; |
16.2.5 | the making of this GDPA by Publisher does not violate any separate agreement, rights or obligations existing between Publisher and any other person, and Publisher shall not make any separate agreement with any third party that is inconsistent with any of the provisions of this GDPA; |
16.2.6 | Publisher has not previously taken any action that could be interpreted as having sold, assigned, leased, licensed or in any other way disposed of or encumbered any of the rights granted to Publisher hereunder. Publisher will not sell, assign, lease, license or in any other way dispose of or encumber any of such rights except as permitted by this GDPA; |
16.2.7 | neither Publisher nor its affiliates shall make any representation or give any warranty to any person or entity expressly or on SIE’s behalf, or to the effect that the PlayStation Compatible Products are connected in any way with SIE other than that the Licensed Products have been developed, marketed, sold and distributed under license from SIE; |
16.2.8 | if any PlayStation Compatible Product that includes SIE Materials is delivered by Publisher to any other Licensed Publishers or Licensed Developers in source code form, Publisher will take all precautions consistent with the protection of valuable trade secrets by companies in high technology industries to ensure that such third parties protect and maintain the confidentiality of such source code; |
16.2.9 | PlayStation Compatible Products (apart from the SIE Materials), and any Product Information will (i) be in a commercially acceptable form; (ii) correspond with any written description provided by Publisher to SIE; (iii) be free of unauthorized content (including content that is inconsistent with the age rating applicable to the corresponding PlayStation Compatible Product); (iv) be free of bugs, defects, time bombs or viruses or any content which could disrupt, delay, or destroy the PlayStation Compatible Product, PSN, or a System, or render any of such items less than fully useful; (v) be free of any content that could cause SIE to suffer public disrepute, contempt, scandal or ridicule, which insults or offends the community or any substantial organized group thereof, which could tend to adversely affect SIE’s name, reputation or goodwill associated with the System or which otherwise breaches any objectionable content criteria set out in the Guidelines; and (vi) shall be fully compatible with the relevant Systems and all Peripherals listed on the Printed Materials as compatible with the PlayStation Compatible Product; |
16.2.10 | PlayStation Compatible Products will be developed, marketed, sold and distributed by or at the direction of Publisher in an ethical and responsible manner with respect to the protection of children in the online environment, and in full compliance with all applicable laws, including federal, state, provincial, local laws, and any rules, regulations and standards promulgated thereunder, including lottery, labor, anti-bribery and corruption laws and will not contain content that violates applicable laws, including those relating to privacy or any obscene or defamatory matter; |
16.2.11 | PlayStation Compatible Products will include adequate and appropriate health and safety warnings that preclude Publisher and SIE liability to third parties; |
16.2.12 | Publisher’s policies and practices with respect to the development, publishing, marketing, sale, and distribution of PlayStation Compatible Products will in no manner reflect adversely upon the name, reputation or goodwill of SIE or any Affiliate; |
16.2.13 | Publisher will make no false, misleading or inconsistent representations or claims with respect to SIE, PSN, or any System, PlayStation Compatible Product, or Affiliate; and |
16.2.14 | neither Publisher nor any director, officer or controlling shareholder is under sanction by the United States Office of Foreign Assets Control. |
17. | Indemnities |
17.1 | Indemnification by SIE. Each SIE Company shall indemnify and hold Publisher and its respective officers, directors, employees, agents, representatives, successors and assigns harmless from and against third-party claims, demands, losses, liabilities, damages, expenses and costs, including reasonable fees for lawyers, expert witnesses and litigation costs, and costs incurred in the settlement or avoidance of any such claim, that result from a breach, or alleged breach, of any of that SIE Company’s representations or warranties set forth in Section 16.1 or any express representations or warranties offered by SIE in any collateral contract subject to the GDPA (collectively, “SIE-Indemnified Claim(s)”); provided that: (a) Publisher shall give prompt written notice to the applicable SIE Company of the assertion of any SIE-Indemnified Claim; (b) the applicable SIE Company shall have the right to select counsel and control the defense and settlement of any SIE-Indemnified Claim except that with respect to any SIE-Indemnified Claims made by a third party which relate exclusively to (or only to the extent that such SIE-Indemnified Claims relate exclusively to) Publisher Property, Publisher shall have the right to select counsel for itself and control the defense and settlement of the SIE-Indemnified Claim against Publisher); and (c) Publisher shall provide the applicable SIE Company reasonable assistance and cooperation concerning any SIE-Indemnified Claim, except that Publisher need not incur any out-of-pocket costs in rendering such assistance and cooperation. The applicable SIE Company has the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or take such other action with respect to SIE-Indemnified Claims as it deems appropriate. |
17.2 | Indemnification by Publisher. Publisher shall indemnify and hold SIE and its Affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns harmless from and against third-party claims, demands, losses, liabilities, damages, expenses and costs, including reasonable fees for lawyers, expert witnesses and litigation costs, and costs incurred in the settlement or avoidance of any such claim, that relate to (i) a breach or alleged breach of any of Publisher’s representations or warranties set forth in Section 16.2, or any express representations or warranties offered by Publisher in any collateral contract subject to the GDPA; (ii) asserted or actual infringement of a third party’s Intellectual Property Rights or any individual consumer or class action claim, with respect to Publisher Property, Product Proposals, Product Information, Printed Materials, Advertising Materials, Packaging not provided by the Designated Manufacturing Facility, User Content, and their disclosure or use under this GDPA; (iii) Publisher’s support of unauthorized or unlicensed Peripherals or software that do not comply with an appropriate System format specification as set forth in the Guidelines; (iv) Publisher’s Advertising Materials, Product Information, or Publisher’s failure to comply with Additional Terms or the applicable EULA; (v) any PlayStation Compatible Product features or capability related to cross-regional Online Activity; (vi) asserted or actual personal or bodily injury (including death or disability) or property damage arising out of, in whole or in part, the development, marketing, advertising, sale, distribution or use of any PlayStation Compatible Products unless due directly and solely to the breach of SIE in performing any of the specific duties or providing any of the specific services required of it under this GDPA; (vii) any civil or criminal investigations or actions relating to the development, marketing, advertising, sale or distribution of PlayStation Compatible Products; or (viii) any claim relating to Publisher’s handling of data collected from or through a System or software on a System by or on behalf of |
18. | Limitation of Liability |
18.1 | SIE Limitation of Liability for Financial Losses. In no event shall SIE or any Affiliate, or the officers, directors, employees, agents, licensors or suppliers of any of such entities, be liable for loss of revenue, loss of actual or prospective profits, loss of contracts, loss of anticipated savings, loss of business opportunity, reputation, goodwill or market share, loss of, damage to or corruption of data or for any interest or ex gratia payments (whether such loss, damages or payments are direct, indirect, special, incidental or consequential) arising out of, relating to, or in connection with this GDPA or any collateral contract (including the breach of this GDPA by any SIE Company), whether known, foreseen or foreseeable and whether in contract, tort (including negligence), product liability, under indemnity, or otherwise. |
18.2 | SIE Limitation of Liability for Other Consequential Losses. In no event shall SIE or any Affiliate or the officers, directors, employees, agents, licensors or suppliers of any of such entities, be liable for any indirect, special, incidental or consequential loss or damage of any kind arising out of or in connection with this GDPA or any collateral contract (including the breach of this GDPA by any SIE Company), whether known, foreseen or foreseeable and whether in contract, tort (including negligence), product liability, under an indemnity or otherwise. |
18.3 | SIE Limitation of Liability for Representations. Publisher shall have no remedy with respect to any representation made to it upon which it relied in entering into this GDPA and SIE or any Affiliate and the officers, directors, employees, agents, licensors or suppliers of any of such entities shall have no liability to Publisher other than under the express terms of this GDPA. In this Section 18.3, “representation” means any undertaking, promise, assurance, statement, representation, warranty or understanding, whether in writing or otherwise, of any person (whether a party to this GDPA or not), relating to the subject matter of this GDPA. |
18.4 | SIE Limitation of Liability for SIE Materials and Publisher’s Materials. Except as expressly set forth herein, neither SIE or any Affiliate company, nor the officers, directors, employees, agents, licensors or suppliers of any of such entities, shall bear any risk, or have any responsibility or liability of any kind to Publisher or to any third parties with respect to the quality, functionality, operation or performance of, or the use or inability to use, all or any part of the SIE Materials, the System, PlayStation Compatible Products, or for any software errors or “bugs” in Product Information included on SIE demonstration discs. |
18.5 | SIE Limitation of Financial Liability. In no event shall the liability of each SIE Company or any Affiliate arising under, relating to, or in connection with this GDPA, or any collateral contract, exceed a sum equal to the total amount paid by Publisher under Section 15.1 to that SIE Company or its Designated Manufacturing Facility, and the net amount actually received by that SIE Company from purchases of Digitally Delivered Products by Users pursuant to Section 15.2, within the 48-month period immediately prior to the date of the first occurrence of the event or circumstances giving rise to the claimed liability. |
18.6 | Publisher Limitation of Liability. In no event shall Publisher, its officers, directors, employees, agents, licensors or suppliers be liable to SIE for loss of revenue, loss of actual or prospective profits, loss of contracts, loss of anticipated savings, loss of business opportunity, reputation goodwill or market share, loss of, damage to or corruption of data or for any interest or ex gratia payments (whether such loss, damages or payments are direct, indirect, special, incidental or consequential), arising out of or in connection with this GDPA or any collateral contract (including the breach of this GDPA by Publisher), provided that such limitations shall not apply to damages resulting from Publisher's breach of Sections 3 (Conditional License Grant), 5 (Other Limitations on Licensed Rights), 16.2 (Representations and Warranties of Publisher), 17.1 (Indemnification by Publisher) or 20 (Data Security and Confidentiality) of this GDPA, or to any amounts which Publisher may be required to pay pursuant to Sections 7.12.2 (Risk of Loss), or 17.1 (Indemnification by Publisher). |
18.7 | Disclaimer of Warranty. Except as expressly provided in Section 16.1, neither SIE or any Affiliate, nor any of its officers, directors, employees, agents or suppliers, make, nor does Publisher receive, any warranties (express, implied or statutory) regarding all or part of the SIE Materials, the SIE Intellectual Property Rights, the Systems, units manufactured hereunder, PSN, Product Information included on demonstration discs or any services provided by SIE pursuant to this GDPA. SIE disclaims any warranties, conditions or other terms implied by any law (including as to merchantability, satisfactory quality or fitness for a particular purpose and warranties against infringement and the equivalents thereof under the laws of any jurisdiction) to the fullest extent permitted by applicable law. SIE disclaims any duty to determine or ascertain Publisher’s authorization, permission or license to sell, supply or distribute any product or service. |
18.8 | Law Applicable to Liabilities. Nothing in this GDPA shall exclude or limit any liability of either party which may not be excluded or limited under applicable law. |
19. | Infringement of SIE Intellectual Property Rights By Third Parties. In the event that Publisher becomes aware that any of the SIE Intellectual Property Rights have been or are being infringed by any third party, Publisher shall promptly notify the SIE Company located in the relevant Territory or Territories. SIE shall have the sole right, in its discretion, to institute and prosecute lawsuits against third parties regarding infringement of SIE Intellectual Property Rights. Any lawsuit shall be prosecuted solely at the cost and expense of SIE and all sums recovered in any such lawsuits, whether by judgment, settlement or otherwise, shall belong solely to SIE. Upon SIE’s request, and at SIE’s sole cost and expense, Publisher shall execute all papers, testify on all matters and cooperate reasonably with SIE for the prosecution of any such lawsuit. SIE shall reimburse Publisher for the reasonable expenses incurred as a result of such cooperation, but unless authorized by other provisions of this GDPA, not costs and expenses attributable to any cross-claim, counterclaim or third party action by or against Publisher. |
20. | Data Security and Confidentiality |
20.1 | Term of Protection of SIE Materials. The term for the protection of the SIE Materials shall commence on the Effective Date and shall continue in full force and effect for as long as any of the SIE Materials continues to be maintained as confidential and proprietary by SIE or any Affiliate. |
20.2 | Preservation of SIE Materials. Publisher shall: |
20.2.1 | use the SIE Materials only for the purpose of performing its obligations or exercising its rights under this GDPA and not permit the use of the SIE Materials for any other purpose; |
20.2.2 | keep the SIE Materials in strict confidence, and not disclose the SIE Materials to any person, other than those employees, directors or officers of the Publisher, permitted subcontractors under Section 14, or legal counsel, whose duties justify a “need-to-know” (and only to the extent necessary) and who have executed a confidentiality agreement, or are bound by a duty of confidentiality, in which such employees, directors, officers, subcontractors or legal counsel have agreed not to disclose and to protect and maintain the confidentiality of all confidential information and materials inclusive of that of third parties which may be disclosed to them or to which they may have access during the course of their duties. At SIE’s request, Publisher shall provide SIE with a copy of such confidentiality agreement between Publisher and its employees, directors, officers, subcontractors or legal counsel. Publisher shall not disclose any of the SIE Materials to third parties, other than permitted subcontractors under Section 14, including to consultants or agents, without SIE’s prior written consent. Any employees, directors, officers, subcontractors, legal counsel, authorized consultants and agents who obtain access to or copies of the SIE Materials shall be advised by Publisher of the confidential or proprietary nature of the SIE Materials, and Publisher shall be responsible for any breach of this GDPA by all such persons. Publisher shall maintain a list of recipients of the SIE Materials and provide such list to SIE on request; |
20.2.3 | take all reasonable measures necessary to preserve the confidentiality of the SIE Materials in order to avoid disclosure, publication, or dissemination, using as high a degree of care and scrutiny as it uses to protect its own confidential information, but at least reasonable care and in a manner consistent with the protection of valuable trade secrets by companies in high technology industries; |
20.2.4 | ensure that all written materials relating to or containing the SIE Materials be maintained in a restricted access area and plainly marked to indicate the proprietary and confidential nature thereof; and |
20.2.5 | implement and maintain reasonable security controls or measures to safeguard the SIE Materials while being transmitted and while at rest (i.e., encryption, password management, secure processing and transfer protocols). In addition, Publisher shall at all times: |
20.2.5.1 | implement secure user authentication, including unique (non-shared) user accounts and passwords, for persons having access to the SIE Materials; |
20.2.5.2 | implement processes for issuing and revoking user access, including immediate revocation of access for terminated employees and secure communication of user accounts and passwords; |
20.2.5.3 | implement encryption or hashing, where such hashing shall include use of a random salt of user account passwords used to access the SIE Materials. |
20.2.5.4 | at any SIE Company’s request following a material uncured breach of this GDPA by Publisher, destroy or return promptly to that SIE Company any and all portions of the SIE Materials received from such SIE Company, together with all copies thereof (save that this Section 20.2.5.4 shall be subject to Section 7.12 with respect to any Hardware Tools); and |
20.2.5.5 | not use, copy, reproduce, modify, create derivative works from, sublicense, distribute, or disseminate the SIE Materials or any such derivative works, or any portion thereof, or permit any third party to do so, except as expressly authorized hereunder or by SIE in writing, nor shall Publisher remove any proprietary legend set forth on or contained within any of the SIE Materials. |
20.3 | Exceptions. The restrictions in Section 20.2 shall not apply to any portion of the SIE Materials which: |
20.3.1 | was previously known by Publisher without restriction on disclosure or use, as proven by written documentation of Publisher; |
20.3.2 | is or legitimately becomes part of the public domain (which shall not include limited disclosures to the public) through no fault of Publisher or any of its employees, directors, officers, consultants, legal counsel, or agents; |
20.3.3 | is independently developed by Publisher’s employees or consultants who have not had access to or used the SIE Materials (or any portion thereof), as proven by written documentation of Publisher; |
20.3.4 | is required to be disclosed by court, administrative or governmental order; provided that Publisher must use all reasonable efforts prior to issuance of any such order to maintain the confidentiality of the SIE Materials, including asserting in any action or investigation the restrictions set forth in this GDPA, and, immediately after receiving notice of any such action, investigation, or threatened action or investigation, Publisher must notify SIE of such action, investigation, or threatened action or investigation, unless Publisher is ordered by a court not to so notify; |
20.3.5 | is required to be disclosed by applicable regulatory regime, in which case Publisher shall disclose only such SIE Materials as are required; or |
20.3.6 | is approved for release by written authorization of SIE. |
20.4 | No Obligation to License. SIE may disclose the SIE Materials to Publisher at such times as it deems necessary or desirable in its sole discretion. Other than as expressly set forth in this GDPA, such disclosure shall not (i) constitute any option, grant or license from SIE to Publisher under any SIE Intellectual Property Rights now or after owned or controlled by SIE; (ii) result in any obligation on the part of SIE to approve any materials of Publisher; (iii) give Publisher any right to, directly or |
20.5 | Publisher’s Obligations Upon Unauthorized Disclosure. If at any time Publisher becomes aware of or suspects any actual unauthorized duplication, access, use, possession or knowledge of any of the SIE Materials or any breach of security or exposure involving the SIE Materials, Publisher shall immediately notify SIE Information Security by telephone at +1-855-723-2732, or via email (infosec@playstation.sony.com), or at such other numbers or addresses as may be provided in the Guidelines or notified to Publisher. In the event of such a security breach, Publisher shall: |
20.5.1 | provide any and all reasonable assistance to SIE to protect SIE’s proprietary rights in any of the SIE Materials and collaborate with SIE to implement mitigation and remediation actions and controls to reduce the impact of and prevent further incidents; |
20.5.2 | notify customers of information breaches or incidents if requested by SIE; |
20.5.3 | provide a written report by electronic means detailing the incident and corrective and preventive actions; and |
20.5.4 | take all reasonable steps requested by SIE to prevent the recurrence of any unauthorized disclosure, duplication, access, use, possession or knowledge of the SIE Materials. |
20.6 | Publisher Confidential Information |
20.6.1 | Definition of Publisher Confidential Information. “Publisher Confidential Information” shall mean any Publisher Property provided to SIE pursuant to this GDPA and all documentation and information relating thereto, including Product Proposals, Product Information, Product Submissions, Printed Materials and Advertising Materials (other than documentation and information released to and/or used by end-users, the general public or the trade). Publisher Confidential Information may consist of information in any medium, whether oral, printed, in machine-readable form or otherwise, provided to SIE before or during the Term, including information subsequently reduced to tangible or written form. |
20.6.2 | Term of Protection of Publisher Confidential Information. The term for the protection of Publisher Confidential Information shall commence on the Effective Date and shall continue in full force and effect for as long as any of Publisher Confidential Information continues to be maintained as confidential and proprietary by Publisher. SIE shall have the right to destroy Publisher Confidential Information at any time after the date [***] years after SIE initially received such information. |
20.6.3 | Preservation of Publisher Confidential Information. SIE shall, with respect to Publisher Confidential Information: |
20.6.3.1 | hold all Publisher Confidential Information in strict confidence and implement reasonable steps to preserve the confidentiality of Publisher Confidential Information, and to avoid disclosure, publication, or dissemination, and to prevent it from falling into the public domain or into the possession of persons other than those persons to whom disclosure is authorized hereunder, but no less than reasonable care and in a manner consistent with the protection of valuable trade secrets by companies in high technology industries; |
20.6.3.2 | not disclose Publisher Confidential Information to any person other than SIE’s or a Designated Manufacturing Facility’s employees, directors, officers, agents, consultants, subcontractors, legal counsel, and licensors who need to know or have access to Publisher Confidential Information for the purposes of this GDPA, and only to the extent necessary for such purposes, and who have executed a confidentiality agreement with an SIE Company or Affiliate, or in circumstances where such employees, directors, officers, agents, consultants, subcontractors, legal counsel or licensors have a professional obligation to not disclose confidential information and materials inclusive of that of third parties which may be disclosed to them by SIE. Any such employees, directors, officers, agents, consultants, subcontractors, legal counsel, and licensors who obtain access to or copies of the Publisher Confidential Information shall be advised by SIE of the confidential or proprietary nature of the Publisher Confidential Information; |
20.6.3.3 | ensure that all written materials relating to or containing Publisher's Confidential Information be maintained in a secure area and plainly marked to indicate the proprietary and confidential nature thereof; |
20.6.3.4 | at Publisher’s request, return promptly to Publisher any and all portions of Publisher Confidential Information, together with all copies thereof (except that SIE may retain Publisher Confidential Information in a secure location solely for archival or backup purposes, or as is needed for legal or internal compliance purposes, provided those copies are subject to this GDPA’s terms and will eventually be erased or destroyed in the ordinary course of SIE’s data processing procedures); and |
20.6.3.5 | not use Publisher Confidential Information, or any portion thereof, except as provided herein, nor shall SIE remove any proprietary legend set forth on or contained within any of Publisher Confidential Information, and ensure that all written materials containing highly sensitive Publisher Confidential Information be maintained in a reasonably secure manner and marked to indicate the proprietary and confidential nature thereof. |
20.6.4 | Additional Information. Publisher may request additional information regarding SIE security controls or measures reasonably required by Publisher to safeguard Publisher Confidential Information (i.e., encryption, password management, secure processing and transfer protocols), which may, upon SIE acceptance (not to be unreasonably withheld), include the following: |
20.6.4.1 | description of any secure user authentication, including unique (non-shared) user accounts and passwords, for persons having access to Publisher Confidential Information; |
20.6.4.2 | description of any current document processes for issuing and revoking user access, including immediate revocation of access for terminated employees and secure communication of user accounts and passwords; or |
20.6.4.3 | description of any encryption or hashing, where such hashing shall include use of a random salt of user account passwords used to access Publisher Confidential Information. |
20.6.5 | Exceptions. The foregoing restrictions shall not apply to any portion of Publisher Confidential Information which: |
20.6.5.1 | was previously known by SIE without restriction on disclosure or use, as proven by written documentation of SIE; |
20.6.5.2 | comes into the possession of SIE from a third party which is not under any obligation to maintain the confidentiality of such information; |
20.6.5.3 | is or legitimately becomes part of information in the public domain through no fault of SIE, or any of its employees, directors, agents, consultants or subcontractors; |
20.6.5.4 | is independently developed by SIE’s or an Affiliate’s employees, consultants or subcontractors who have not relied on Publisher Confidential Information (or any portion thereof), as proven by written documentation of SIE; |
20.6.5.5 | is required to be disclosed by court, administrative or governmental order; provided that the applicable SIE Company attempts, prior to the issuance of any such order, to maintain the confidentiality of Publisher Confidential Information, including asserting in any action or investigation the restrictions set forth in this GDPA, and immediately after receiving notice of any such action, investigation, or threatened action or investigation, notifies Publisher of such action, investigation, or threatened action or investigation, unless an SIE Company is ordered by a court not to so notify; or |
20.6.5.6 | is approved for release by written authorization of Publisher. |
20.6.6 | SIE’s Obligations Upon Unauthorized Disclosure. If at any time SIE becomes aware of any unauthorized duplication, access, use, possession or knowledge of Publisher Confidential Information, it shall notify Publisher as soon as is reasonably practicable. The applicable SIE Company shall provide any and all reasonable assistance to Publisher to protect Publisher’s proprietary rights in any of Publisher Confidential Information that it or its |
21. | Term and Termination |
21.1 | Initial Term. This GDPA shall be effective from the Effective Date until March 31, 2019 (the “Initial Term”). |
21.2 | Term Renewal. The Initial Term shall be automatically extended for additional 12-month terms, unless either party provides the other with written notice of termination in accordance with this Section 21. The period commencing on the Effective Date and ending upon expiration or termination of the Initial Term and any additional terms is the “Term.” Notwithstanding any termination or expiration, the term for the protection of the SIE Materials and Publisher Confidential Information shall be as set forth in Section 20. |
21.3 | Termination by Publisher. Publisher shall have the right to terminate this GDPA at any time after expiration of the Initial Term, for any reason or for no reason, by providing notice to SIE at least [***] days before the effective date of the termination. In addition, Publisher shall have the right to terminate this GDPA for all Territories immediately, at any time, upon written notice to SIE, if SIE is in material breach of any of its obligations under this GDPA, which breach, is either incapable of remedy or, if capable of remedy, shall not have been cured in full within [***] days following notice from Publisher specifying and requiring the cure of such breach, or any repetition of a prior material breach of any such obligation, whether or not capable of remedy. |
21.4 | Termination for Convenience by SIE. SIE shall have the right to terminate this GDPA at any time after expiration of the Initial Term, for any reason or for no reason, by providing notice to Publisher at least [***] days before the effective date of the termination. |
21.5 | Termination for Cause by SIE. SIE shall have the right to terminate this GDPA for all Territories or on a Territory-by-Territory basis immediately, at any time, upon written notice to Publisher, upon the occurrence of any of the following: |
21.5.1 | if Publisher is in material breach of any of its obligations under this GDPA, which breach, if capable of remedy, shall not have been cured in full within [***] days following notice from SIE (or the applicable Affiliate as the case may be) specifying and requiring the cure of such breach, or any repetition of a prior material breach of any such obligation, whether or not capable of remedy; |
21.5.2 | a statement of intent by Publisher to no longer exercise any of the rights granted by SIE to Publisher hereunder, or Publisher failing to submit any Purchase Orders for Licensed Products under Sections 8.3 or 9.2.7 during any period of twelve consecutive calendar months; |
21.5.3 | if Publisher: |
21.5.3.1 | is unable to pay its debts when due; |
21.5.3.2 | makes an assignment for the benefit of any of its creditors; |
21.5.3.3 | files or has filed against it a petition, or an order of bankruptcy or insolvency is made, under the bankruptcy or insolvency laws of any jurisdiction (and such petition is not discharged within 60 days) or becomes or is adjudicated bankrupt or insolvent; |
21.5.3.4 | is the subject of an order for, or applies for or notices its intent to apply for, the appointment of an administrator, receiver, administrative receiver, manager, liquidator, trustee or similar officer to be appointed over any of its business or property; |
21.5.3.5 | ceases to do business or enters into liquidation; or |
21.5.3.6 | takes or suffers any similar or analogous action in any jurisdiction as a consequence of debt; |
21.5.4 | if a controlling interest in Publisher, or in an entity which has a controlling interest in Publisher, is transferred to a party that: |
21.5.4.1 | is in breach of any agreement with an SIE Company or any Affiliate; |
21.5.4.2 | holds or acquires a controlling interest in a third party which designs or develops any of the core components for an interactive device or product which is directly or indirectly competitive with any System, or itself develops any product that is directly or indirectly competitive with any System; or |
21.5.4.3 | is in litigation or in an adversarial administrative proceeding with an SIE Company or any Affiliate concerning the SIE Materials or any SIE Intellectual Property Rights, including challenging the validity of any SIE Intellectual Property Rights; |
21.5.5 | if Publisher or any entity that has a controlling interest in Publisher: |
21.5.5.1 | enters into a business relationship with a third party related to the design or development of any core components for an interactive device or product which is directly or indirectly competitive with any System; or |
21.5.5.2 | acquires a controlling interest in or forms a joint venture with any third party which has developed or owns or acquires Intellectual Property Rights in any such device or product; |
21.5.6 | if Publisher or any of its affiliates initiates any legal or administrative action against any SIE Company or any Affiliate or challenges the validity of any SIE Intellectual Property Rights; |
21.5.7 | if Publisher fails to pay any sums owed to any SIE Company on the date due and such default is not fully corrected or cured within [***] business days of the date on which such failure is notified to Publisher by SIE; |
21.5.8 | if Publisher or any of its officers or employees engage in “hacking” of any software for any PlayStation format or in activities which facilitate the same by any third party and in the event of termination under this 21.5.8, each SIE Company shall have the right to terminate any other agreements entered into between that SIE Company and Publisher; or |
21.5.9 | if any director, officer or controlling shareholder or group of shareholders of Publisher, in their personal capacity, has been, is, or becomes involved in any dispute with SIE or any Affiliate, including being the subject of any allegation of fraud or breach or infringement of the legal rights of SIE or any Affiliate. |
21.6 | Product-by-Product Termination. In addition to the events of termination described in Section 21.5, an SIE Company, at its option, shall be entitled to terminate, with respect to a particular PlayStation Compatible Product developed or published in that SIE Company’s Territory, the licenses and related rights herein granted to Publisher immediately on written notice to Publisher, in the event that: |
21.6.1 | Publisher fails to notify the applicable SIE Company promptly in writing of any material change to any materials previously approved by that SIE Company in accordance with Section 6.3 and the relevant Guidelines, and such breach is not corrected or cured within [***] days after receipt of written notice of such breach; |
21.6.2 | Publisher fails to comply with the requirements of Section 14 in connection with the development of any PlayStation Compatible Product; |
21.6.3 | any third party with whom Publisher has contracted for the development of PlayStation Compatible Products breaches any of its material obligations to the applicable SIE Company pursuant to such third party’s agreement with that SIE Company with respect to any such PlayStation Compatible Product; |
21.6.4 | Publisher cancels a Licensed Product, or fails to provide to each applicable SIE Company, in accordance with the provisions of Section 6.3 and the relevant Guidelines, the final version of a proposed Licensed Product or related Packaging and Printed Materials for any Licensed Product within [***] months of the scheduled release date (as referenced in the Product Proposal or as mutually agreed by the parties in writing), or fails to provide work in progress or a fully tested Licensed Product to each applicable SIE Company in strict compliance with the review process set forth in the Guidelines; |
21.6.5 | Publisher fails to materially conform to the Guidelines with respect to any particular PlayStation Compatible Product and or such PlayStation Compatible Product is alleged to |
21.7 | Options in Lieu of Termination. As alternatives to terminating the GDPA or all licensed rights with respect to a particular Licensed Product as set forth in Sections 21.4, 21.5 or 21.60, or where SIE reasonably suspects a breach of the UK Bribery Act 2010 or the US Foreign Corrupt Practices Act, SIE may, at its option and upon written notice to Publisher, suspend this GDPA for all Territories or on a Territory-by-Territory basis, entirely or with respect to a particular Licensed Product, Online Activity, service or program, for a set period of time which shall be specified in writing to Publisher. Election of suspension shall not constitute a waiver of or compromise with respect to any of SIE’s rights under this GDPA and SIE may elect to terminate this GDPA with respect to any breach in accordance with this GDPA. |
21.8 | Extension of this GDPA; Termination Without Prejudice. SIE shall be under no obligation to extend this GDPA notwithstanding any actions taken by either of the parties prior to the expiration of this GDPA. |
21.9 | No Refunds. In the event that this GDPA expires, is terminated by Publisher for breach under Section 21.3 or is terminated by SIE under Sections 21.5 or 21.6, no portion of any payments of any kind whatsoever previously provided to either party or any of its affiliates under this GDPA shall be owed or be repayable or refunded to the other party. |
22. | Effect of Expiration or Termination |
22.1 | No Liability. Upon the expiration or termination of this GDPA pursuant to Section 21, neither party shall be liable to the other for any damages (whether direct, indirect, consequential or incidental, and including any expenditures, loss of profits or prospective profits) sustained or arising out of or alleged to have been sustained or to have arisen out of such expiration or termination. The expiration or termination of this GDPA shall be without prejudice to any rights or remedies which one party may otherwise have against the other party, and shall not excuse either party from liability with respect to any events occurring prior to expiration or the effective date of termination. |
22.2 | Inventory Statement. Within [***] of the date of expiration or the effective date of termination with respect to any or all Licensed Products or this GDPA, Publisher shall provide each SIE Company with an itemized statement, certified to be accurate by an officer of Publisher, specifying the number of unsold units of the Physical Media Products as to which such termination applies, on a title-by-title basis, which remain in its inventory or under its control in the relevant Territory at the time of expiration or the effective date of termination. SIE shall, at any time up to [***] after the date of expiration or termination and no more than once, be entitled to conduct at its expense a physical inspection of Publisher’s inventory and work in progress upon reasonable prior written notice (no less than [***]) during normal business hours in order to ascertain or verify such inventory and inventory statement. |
22.3 | Reversion of Rights. Upon expiration or termination and subject to Sections 22.4 and 22.5, the licenses and related rights herein granted to Publisher shall immediately revert to SIE, and Publisher shall cease from any further use of the SIE Materials, Licensed Trademarks, and any SIE Intellectual Property Rights therein, and, subject to the provisions of Sections 22.4 and 22.5, Publisher shall have no further right to continue the development, publication, manufacture, marketing, advertising, sale |
22.4 | Disposal of Unsold units upon Termination. In the event of termination of this GDPA under Sections 21.3, 21.4, 21.5.2, 21.5.4 or 21.5.5, Publisher may sell off existing inventories of units of the Physical Media Products, on a non-exclusive basis, and strictly in accordance with this GDPA, for a period of 90 days from the date of expiration or effective date of termination of this GDPA, provided such inventories have not been manufactured in numbers exceeding those which Publisher could reasonably have been expected to have sold during such period had this GDPA not expired or been terminated. Subsequent to the expiration of such 90 day period, or in the event this GDPA is terminated otherwise under Section 21.5, any and all units of the Physical Media Products remaining in Publisher’s inventory or under its control shall be destroyed by Publisher within [***] business days of such expiration or termination date. Within [***] business days after such destruction, Publisher shall provide each SIE Company with an itemized statement, certified to be accurate by an officer of Publisher, indicating the number of units of the Licensed Products which have been destroyed (on a title-by-title basis) in that SIE Company’s Territory, the location and date of such destruction, and the disposition of the remains of such destroyed materials. |
22.5 | Disposal of Unsold units upon Non-Renewal. In the event that the Term expires and this GDPA is not renewed, Publisher may continue to publish those PlayStation Compatible Products whose development was completed before or during the Term, and to use the Licensed Trademarks strictly, only and directly in connection with such publication, until the Term expires or, if later, until the second anniversary of the 31 January next following such completion. Upon expiration of the Term or, the extended period for publishing PlayStation Compatible Products, Publisher may sell off existing inventories of such PlayStation Compatible Products on a non-exclusive basis for a period of 180 days from the applicable expiration date; provided that such inventory is not manufactured solely or principally for sale within such sell-off period. |
22.6 | Rights in Digitally Delivered Products on Termination or Expiry. On termination or expiry of this GDPA pursuant to Sections 21.4 or 21.5, SIE shall have the right to continue to exercise its rights under Section 9.2.2 in respect of Digitally Delivered Products already available on PSN, in accordance with the terms of this GDPA, for a period of [***] from the date of termination or expiry. In addition, upon expiration or earlier termination of the Term: (a) all rights, licenses or other entitlements to Digitally Delivered Products granted to users that purchased such Digitally Delivered Products during the Term shall survive termination and continue for so long as such rights, licenses or entitlements were granted; and (b) SIE shall have the corresponding post-termination rights to store, provide access |
22.7 | Return of the SIE Materials. Upon the expiration or earlier termination of this GDPA or following either the 90 day period or the 180 day period referenced in Sections 22.4 and 22.5, and subject to Section 22.3, Publisher shall immediately deliver to SIE, or if and to the extent requested by SIE, destroy, all SIE Materials (other than this GDPA) and any and all copies thereof, including any SIE Materials disclosed by Publisher to any third party pursuant to this GDPA, and delete any SIE Materials stored in electronic form. Publisher and SIE shall, upon the request of the other party, immediately deliver to the other party, or to the extent requested by such party destroy, all confidential information of the other party, including any and all copies thereof, which the other party previously furnished to it in furtherance of this GDPA. Within [***] business days after any such destruction, Publisher or SIE, as appropriate, shall provide the other party with a certificate of destruction and an itemized statement, each certified to be accurate by an officer of Publisher or SIE, indicating the location and date of such destruction and the disposition of the remains of such destroyed materials. In the event that Publisher fails to return or certify the destruction of the SIE Materials and SIE must resort to legal means (including any use of lawyers) to recover the SIE Materials or the value thereof, all costs, including SIE’s reasonable lawyers’ fees, shall be borne by Publisher, and SIE may, in addition to SIE’s other remedies, withhold such amounts from any payment otherwise due from SIE to Publisher under any agreement between SIE and Publisher. |
23. | Choice of Law and Forum. THIS GDPA AND ANY DISPUTE OR CLAIM ARISING OUT OF ITS SUBJECT MATTER WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE JURISDICTIONS SET FORTH IN THIS SECTION 23. PUBLISHER HEREBY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS DESCRIBED IN THIS SECTION FOR PURPOSES OF ANY ACTION OR PROCEEDING, AND PUBLISHER AND EACH SIE COMPANY HEREBY AGREES THAT ANY SERVICE OF PROCESS MAY BE EFFECTED BY DELIVERY OF THE SUMMONS IN THE MANNER PROVIDED IN THE DELIVERY OF NOTICES SET FORTH IN SECTION 25.1. IN ADDITION, WHERE PERMITTED BY LAW, PUBLISHER AND EACH SIE COMPANY HEREBY WAIVES THE RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED TO THIS GDPA, OTHER THAN ACTIONS ARISING OUT OF VIOLATION OF INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS. |
23.1 | FOR ALL CLAIMS BROUGHT BY OR AGAINST SIE INC. OR RELATING TO SIE INC. ACTIVITIES OR DEVELOPMENT TOOLS LOCATED IN THE SIE INC. TERRITORY, THIS GDPA WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF JAPAN, EXCLUDING THAT BODY OF LAW RELATED TO CHOICE OF LAWS. ANY ACTION OR PROCEEDING TO ENFORCE THE TERMS OF THIS GDPA OR TO ADJUDICATE ANY DISPUTE ARISING UNDER THIS GDPA WILL BE HEARD IN THE COURT OF TOKYO DISTRICT COURT, TOKYO, JAPAN. |
23.2 | FOR ALL CLAIMS BROUGHT BY OR AGAINST SIEA OR RELATING TO SIEA ACTIVITIES OR DEVELOPMENT TOOLS LOCATED IN THE SIEA TERRITORY, THIS GDPA WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCLUDING THAT BODY OF LAW RELATED TO CHOICE OF LAWS. SUBJECT TO SECTIONS 24.1 AND 24.2, FOR ANY ACTION OR PROCEEDING TO ENFORCE THE TERMS OF THIS GDPA OR TO ADJUDICATE ANY DISPUTE ARISING UNDER THIS |
23.3 | FOR ALL CLAIMS BROUGHT BY OR AGAINST SIEE OR RELATING TO SIEE ACTIVITIES OR DEVELOPMENT TOOLS LOCATED IN THE SIEE TERRITORY, THIS GDPA WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH ENGLISH LAW. THE PARTIES IRREVOCABLY AGREE FOR THE EXCLUSIVE BENEFIT OF SIEE THAT THE ENGLISH COURTS SHALL HAVE JURISDICTION TO ADJUDICATE ANY PROCEEDING, SUIT OR ACTION ARISING OUT OF OR IN CONNECTION WITH SUCH TERMS. HOWEVER, NOTHING CONTAINED IN THIS SECTION 23 SHALL LIMIT THE RIGHT OF SIEE TO TAKE ANY SUCH PROCEEDING, SUIT OR ACTION AGAINST PUBLISHER IN ANY OTHER COURT OF COMPETENT JURISDICTION, NOR SHALL THE TAKING OF ANY SUCH PROCEEDING, SUIT OR ACTION IN ONE OR MORE JURISDICTIONS PRECLUDE THE TAKING OF ANY OTHER SUCH PROCEEDING, SUIT OR ACTION IN ANY OTHER JURISDICTION, WHETHER CONCURRENTLY OR NOT, TO THE EXTENT PERMITTED BY THE LAW OF SUCH OTHER JURISDICTION. PUBLISHER SHALL HAVE THE RIGHT TO TAKE ANY SUCH PROCEEDING, SUIT OR ACTION AGAINST SIEE ONLY IN THE ENGLISH COURTS. |
24. | Dispute Resolution. SIE and Publisher shall attempt in good faith to resolve through informal discussions or negotiations any dispute, controversy or claim of any kind or nature arising under or in connection with this GDPA, including breach, termination or validity thereof (a “Dispute”). Neither SIE nor Publisher may commence any court or arbitration proceedings in relation to this GDPA until at least [***] after commencing such negotiations or discussions, unless interim, equitable, or conservatory relief is sought pursuant to Section 24.2. |
24.1 | Any claim brought against SIEA, or any Dispute relating to SIEA or Development Tools located in the SIEA Territory will be submitted to binding arbitration conducted in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association, except to the extent otherwise required under this dispute resolution clause. One arbitrator will be selected by the mutual agreement of SIEA and Publisher or, failing that, by the American Arbitration Association. The arbitrator must have substantial experience in disputes involving technology licensing agreements. The arbitrator will allow such discovery as is appropriate, and impose such restrictions as are appropriate, consistent with the purposes of arbitration in accomplishing fair, speedy and cost-effective resolution of disputes, except that (i) no requests for admissions will be permitted; (ii) interrogatories will be limited to (a) identifying persons with knowledge of relevant facts and (b) identifying expert witnesses and obtaining their opinions and the bases therefor; and (iii) SIEA and Publisher will each be limited to [***] depositions. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof. Any arbitration conducted pursuant to this section will take place within the Northern District of California. SIEA and Publisher will bear their own costs and will share equally in paying the expenses and fees of the arbitrator. The arbitrator may not alter the foregoing allocation of their costs, nor of the arbitrator’s fees and expenses. Other than as set forth below with respect to interim, equitable, or conservatory relief for SIEA or any action necessary to enforce the award of the arbitrator, SIEA and Publisher agree that the |
24.2 | Notwithstanding the foregoing, any SIE Company or Publisher may seek a temporary restraining order, preliminary injunction, or other interim, equitable, or conservatory relief, with respect to the protection of any SIE Intellectual Property Rights or SIE Materials, including Licensed Trademarks, or Publisher Materials, as applicable, subject to Section 23. |
25. | Miscellaneous Provisions |
25.1 | Notices. All notices or other communications required or desired to be sent to either of the parties shall be in writing and shall be sent by registered or certified mail, postage prepaid, or sent by recognized international courier service, with charges prepaid. The address for all notices under this GDPA shall be addressed as set forth in this Section 25.1, or such other address as may be provided by written notice from one party to the other on at least ten days’ prior written notice. Any such notice shall be effective upon the date of actual receipt. |
25.1.1 | If to Publisher, to the address set forth in the first paragraph to this GDPA. |
25.1.2 | If to SIE Inc.: |
25.1.3 | If to SIEA: |
25.1.4 | If to SIEE: |
25.2 | Force Majeure. Neither SIE nor Publisher shall be liable for any loss or damage or be deemed to be in breach of this GDPA if its failure to perform or failure to cure any of its obligations under this GDPA results from any event or circumstance beyond its reasonable control, including any natural disaster, fire, flood, earthquake or other Act of God; shortage of equipment, materials, supplies or transportation facilities; strike or other industrial dispute; war or rebellion; shutdown or delay in |
25.3 | Non-Solicitation. Neither Publisher nor any Publisher Affiliate, by itself, its officers, employees or agents, directly or indirectly will, during the Term, induce or seek to induce, on an individually targeted basis, the employment or the engagement of the services of any employee of SIE or any Affiliate, whose services are (a) specifically engaged in product development or directly related functions or (b) otherwise reasonably deemed by his or her employer to be of material importance to the protection of its legitimate business interests, and (c) with whom Publisher or any of its affiliates shall have had contact or dealings during the Term, without first obtaining written permission from SIE. This restriction does not apply to, or limit in any way, recruitment of employees where such employees initiate contact with the other party by, for example, replying to a job posting or contacting a recruiter. These provisions shall continue to apply for a period of 12 months after this GDPA expires or is terminated. |
25.4 | No Agency, Partnership or Joint Venture. The relationship between each SIE Company and Publisher is that of licensor and licensee. Both parties are independent contractors and neither party is the legal representative, agent, joint venturer, partner or employee of the other party for any purpose whatsoever. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. |
25.5 | Assignment. SIE has entered into this GDPA based upon the particular reputation, capabilities and experience of Publisher and its officers, directors and employees. Except as provided in this GDPA, Publisher may not assign, sublicense, subcontract, encumber or transfer this GDPA or any of its rights hereunder, nor delegate or transfer any of its obligations hereunder, to any third party unless the prior written consent of SIE shall first be obtained. Any attempted or purported assignment, delegation or other such transfer, directly or indirectly, without the required consent of SIE shall be void and a material breach of this GDPA; provided, however, that Publisher may assign this GDPA to a Publisher Affiliate upon written notice to the SIE. SIE shall have the right to assign, sub-license, encumber or transfer this GDPA or any and all of its rights and obligations hereunder solely to any Affiliate and to any other party with Publisher’s prior written consent not to be unreasonably withheld or delayed. SIE may subcontract to any third party, subject to the terms and conditions of Section 14. Subject to the foregoing, this GDPA shall inure to the benefit of the parties and their respective successors and permitted assigns (other than in connection with any of the events referenced in Section 21.5.4). |
25.6 | Third Party Rights. Except as expressly provided in this GDPA, and save that SIE Inc. may enforce in any Territory the terms of Sections 3 (Conditional License Grant), 5 (Other Limitations on Licensed Rights, 6.1 (Right to Develop), 6.4 (Authentication), 7.8 (Care and Maintenance of Development |
25.7 | Compliance with Applicable Laws. The parties shall at all times comply with all applicable laws and regulations and all conventions and treaties to which their countries are a party or relating to or in any way affecting this GDPA and the performance by the parties of this GDPA, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, the US Children’s Online Privacy Protection Act, Canada’s Personal Information Protection and Electronic Documents Act, Mexico’s Federal Data Protection Act, and all other laws and regulations relating to the gathering, handling and dissemination of all data from or concerning end-users of PlayStation Compatible Products. Each party, at its own expense, shall negotiate and obtain any approval, license or permit required in the performance of its obligations, and shall declare, record or take such steps to render this GDPA binding, including the recording of this GDPA with any appropriate governmental authorities (if required). |
25.8 | Legal Costs and Expenses. In the event it is necessary for either party to retain the services of a lawyer to enforce the provisions of this GDPA or to file or defend any action arising out of this GDPA, then the prevailing party in any such action shall be entitled, in addition to any other rights and remedies available to it at law or in equity, to recover from the other party its reasonable fees for lawyers and expert witnesses, plus such court costs and expenses as may be fixed by any court of competent jurisdiction. The term “prevailing party” for the purposes of this section shall include a defendant who has by motion, judgment, verdict or dismissal by the court, successfully defended against any claim that has been asserted against it. |
25.9 | Remedies. Unless expressly set forth to the contrary, either party’s election of any remedies provided for in this GDPA shall not be exclusive of any other remedies at law or equity, and all such remedies shall be deemed to be cumulative. Any material breach of Sections 3, 4, 5, 20, or 22.2 - 22.7 of this GDPA would cause significant and irreparable harm to SIE, the extent of which would be difficult to ascertain and for which damages might not be an adequate remedy and any breach of Sections 20.6 of this GDPA would cause significant and irreparable harm to Publisher, the extent of which would be difficult to ascertain and for which damages might not be an adequate remedy. Accordingly, in addition to any other remedies, including damages to which either party may be entitled, in the event of a breach or threatened breach by the other party or any of its directors, officers, employees, agents or permitted consultants or subcontractors of any such section or sections of this GDPA, each party shall be entitled to the immediate issuance without bond or other security, of ex parte equitable relief, including injunctive relief, or, if a bond is required under applicable law, on the posting of a bond in an amount not to exceed [***] (or the equivalent amount in foreign currency if located outside of the SIEA Territory), enjoining any breach or threatened breach of any or all of such provisions taking place in the applicable Territory or otherwise affecting that Territory. |
25.10 | Severability. In the event that any provision of this GDPA or portion thereof is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision or portion shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this GDPA, while the remainder of this GDPA shall continue in full force and remain in effect according to its stated terms and conditions. |
25.11 | Sections Surviving Expiration or Termination. The following Sections survive expiration or termination of this GDPA for any reason: 5 (Other Limitations on Licensed Rights), 7.12.3 (SIE Ownership), 8.9 (Ownership of Original Master Discs), 15.1.3 (SIE Audit), 15.2.1 (Publisher Revenue), 15.2.6 (Publisher Audit), 16 (Representations and Warranties), 17 (Indemnities), 18 (Limitation of Liability), 20 (Data Security and Confidentiality), 21.9 (No Refunds), 22 (Effect of Expiration or Termination), 23 (Choice of Law and Forum), 24 (Dispute Resolution), and 25 (Miscellaneous Provisions). |
25.12 | Waiver. No failure or delay by either party in exercising any right, power or remedy under this GDPA shall operate as a waiver of any such right, power or remedy. No waiver of any provision of this GDPA shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. Any waiver by either party of any provision of this GDPA shall not be construed as a waiver of any other provision of this GDPA, nor shall such waiver operate or be construed as a waiver of such provision respecting any future event or circumstance. |
25.13 | Modification and Amendment. SIE reserves the right, on notice and with immediate effect, to amend the provisions of this GDPA or the Guidelines to comply with any decision, order, or objection of any court or governmental or other competition authority of competent jurisdiction, or to comply with any statutory or similar measures that give effect to any such decision (from which this GDPA or the Guidelines are not exempt) or to reflect any undertaking by SIE to any such authority. Any such amendment shall be of prospective application only and shall not be applied to any PlayStation Compatible Products submitted to the applicable SIE Company pursuant to Section 6.3 prior to the date of SIE's notice of amendment. Except as otherwise provided in this GDPA, no modification or amendment of any provision of this GDPA shall be effective unless in writing and signed by both of the parties. |
25.14 | Interpretation. The section headings used in this GDPA are intended primarily for reference and shall not by themselves determine the construction or interpretation of this GDPA or any portion hereof. Any reference to a section number is to a section of this GDPA. Any reference to persons includes natural persons as well as organizations, including firms, partnerships, companies and corporations. Any phrase introduced by the terms “including,” “include,” “in particular,” or any similar expression shall be construed as illustrative and shall not limit the category preceding those terms. |
25.15 | Integration. This GDPA, together with the Guidelines, constitutes the entire agreement between each SIE Company and Publisher and supersedes all prior or contemporaneous agreements, proposals, representations, understandings and communications between each SIE Company and Publisher, whether oral or written, with respect to the subject matter hereof, including any confidentiality, licensed developer or publisher, store or development tools agreements. Publisher is not relying upon any statement, representation, warranty or understanding, whether negligently or innocently made, of any person other than as expressly set forth in this GDPA. |
25.16 | Counterparts. This GDPA may be executed in counterparts, each of which shall be deemed an original, and together shall constitute one and the same instrument. |
25.17 | Construction. This GDPA shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either of the parties. |
Name | Jurisdiction of Incorporation | |||||||||||||||||||
2K Australia Pty. Ltd. | Australia | |||||||||||||||||||
2K Czech, s.r.o. | Czech Republic | |||||||||||||||||||
2K Games (Chengdu) Co., Ltd. | China | |||||||||||||||||||
2K Games (Shanghai) Co., Ltd. | China | |||||||||||||||||||
2K Games, Inc. | Delaware | |||||||||||||||||||
2K, Inc. | New York | |||||||||||||||||||
2K Marin, Inc. | Delaware | |||||||||||||||||||
2K Play, Inc. | Delaware | |||||||||||||||||||
2K Games Songs LLC | Delaware | |||||||||||||||||||
2K Games Sounds LLC | Delaware | |||||||||||||||||||
2K Games Tunes LLC | Delaware | |||||||||||||||||||
2K Vegas, Inc. | Delaware | |||||||||||||||||||
2KSports, Inc. | Delaware | |||||||||||||||||||
A.C.N. 617 406 550 Pty Ltd. | Australia | |||||||||||||||||||
Cat Daddy Games, L.L.C. | Washington | |||||||||||||||||||
Digital Productions S.A. | Luxembourg | |||||||||||||||||||
DMA Design Holdings Limited | United Kingdom | |||||||||||||||||||
Double Take LLC | Delaware | |||||||||||||||||||
Firaxis Games, Inc. | Delaware | |||||||||||||||||||
Frog City Software, Inc. | Delaware | |||||||||||||||||||
Gathering of Developers, Inc. | Texas | |||||||||||||||||||
Gearhead Entertainment, Inc. | Pennsylvania | |||||||||||||||||||
Indie Built, Inc. | Delaware | |||||||||||||||||||
Inventory Management Systems, Inc. | Delaware | |||||||||||||||||||
Irrational Games, LLC | Delaware | |||||||||||||||||||
Jack of All Games Norge A.S. | Norway | |||||||||||||||||||
Jack of All Games Scandinavia A.S. | Norway | |||||||||||||||||||
Joytech Europe Limited | United Kingdom | |||||||||||||||||||
Joytech Ltd. | Hong Kong | |||||||||||||||||||
Kush Games, Inc. | California | |||||||||||||||||||
Maxcorp Ltd. | Bermuda | |||||||||||||||||||
Parrot Games, S.L.U. | Spain | |||||||||||||||||||
Rockstar Events Inc. | New York | |||||||||||||||||||
Rockstar Games, Inc. | Delaware | |||||||||||||||||||
Rockstar Games Songs LLC | Delaware | |||||||||||||||||||
Rockstar Games Sounds LLC | Delaware | |||||||||||||||||||
Rockstar Games Toronto ULC | British Columbia | |||||||||||||||||||
Rockstar Games Tunes LLC | Delaware | |||||||||||||||||||
Rockstar Games Vancouver ULC | British Columbia | |||||||||||||||||||
Rockstar Interactive India LLP | India | |||||||||||||||||||
Rockstar International Limited | United Kingdom | |||||||||||||||||||
Rockstar Leeds Limited | United Kingdom | |||||||||||||||||||
Rockstar Lincoln Limited | United Kingdom | |||||||||||||||||||
Rockstar London Limited | United Kingdom |
Name | Jurisdiction of Incorporation | |||||||||||||||||||
Rockstar New England, Inc. | Delaware | |||||||||||||||||||
Rockstar North Limited | United Kingdom | |||||||||||||||||||
Rockstar San Diego, Inc. | Virginia | |||||||||||||||||||
Social Point, K.K. | Japan | |||||||||||||||||||
Social Point, S.L. | Spain | |||||||||||||||||||
T2 Developer, Inc. | Delaware | |||||||||||||||||||
Take 2 Interactive Software Pty. Ltd. | Australia | |||||||||||||||||||
Take 2 Productions, Inc. | Delaware | |||||||||||||||||||
Take‑Two Asia Pte. Ltd. | Singapore | |||||||||||||||||||
Take‑Two Chile SpA | Chile | |||||||||||||||||||
Take‑Two Europe (Holdings) Limited | United Kingdom | |||||||||||||||||||
Take‑Two GB Limited. | United Kingdom | |||||||||||||||||||
Take-Two Holdings III LLC | Delaware | |||||||||||||||||||
Take‑Two Holdings II LLC | Delaware | |||||||||||||||||||
Take Two Holdings LLC | Delaware | |||||||||||||||||||
Take‑Two Interactive Austria GmbH | Austria | |||||||||||||||||||
Take‑Two Interactive Benelux B.V. | Netherlands | |||||||||||||||||||
Take‑Two Interactive Canada Holdings, Inc. | Ontario | |||||||||||||||||||
Take‑Two Interactive Canada, Inc. | Ontario | |||||||||||||||||||
Take‑Two Interactive Espana S.L. | Spain | |||||||||||||||||||
Take‑Two Interactive France SAS | France | |||||||||||||||||||
Take‑Two Interactive GmbH | Germany | |||||||||||||||||||
Take‑Two Interactive Japan G.K. | Japan | |||||||||||||||||||
Take‑Two Interactive Korea Ltd. | South Korea | |||||||||||||||||||
Take‑Two Interactive Software Europe Limited | United Kingdom | |||||||||||||||||||
Take‑Two Interactive Software UK Limited | United Kingdom | |||||||||||||||||||
Take‑Two International B.V. | Netherlands | |||||||||||||||||||
Take‑Two International Holdings L.P. | Cayman Islands | |||||||||||||||||||
Take-Two Invest Espana, S.L. | Spain | |||||||||||||||||||
Take-Two UK Holdings Limited | United Kingdom | |||||||||||||||||||
Take Two International GmbH | Switzerland | |||||||||||||||||||
Talonsoft, Inc. | Delaware | |||||||||||||||||||
Techcorp Ltd. | Hong Kong | |||||||||||||||||||
Venom Games Limited | United Kingdom | |||||||||||||||||||
Visual Concepts China Co., Ltd. | China | |||||||||||||||||||
Visual Concepts Entertainment | California | |||||||||||||||||||
VLM Entertainment Group, Inc. | Delaware | |||||||||||||||||||
WC Holdco, Inc. | New York |
May 23, 2017 | /s/ STRAUSS ZELNICK Strauss Zelnick Chairman and Chief Executive Officer |
May 23, 2017 | /s/ LAINIE GOLDSTEIN Lainie Goldstein Chief Financial Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
May 23, 2017 | /s/ STRAUSS ZELNICK Strauss Zelnick Chairman and Chief Executive Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
May 23, 2017 | /s/ LAINIE GOLDSTEIN Lainie Goldstein Chief Financial Officer |
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Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
May 16, 2017 |
Sep. 30, 2016 |
|
Document and Entity Information | |||
Entity Registrant Name | TAKE TWO INTERACTIVE SOFTWARE INC | ||
Entity Central Index Key | 0000946581 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 3,782,335,339 | ||
Entity Common Stock, Shares Outstanding | 103,836,895 | ||
Document Fiscal Year Focus | 2017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands |
Mar. 31, 2017 |
Mar. 31, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 66,483 | $ 45,552 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 119,813,000 | 103,765,000 |
Common stock, shares outstanding (in shares) | 102,621,000 | 86,573,000 |
Treasury stock, shares (in shares) | 17,192,000 | 17,192,000 |
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Income Statement [Abstract] | |||
Net revenue | $ 1,779,748 | $ 1,413,698 | $ 1,082,938 |
Cost of goods sold | 1,022,959 | 813,873 | 794,867 |
Gross profit | 756,789 | 599,825 | 288,071 |
Selling and marketing | 285,453 | 198,309 | 235,341 |
General and administrative | 211,409 | 192,452 | 175,093 |
Research and development | 137,915 | 119,807 | 115,043 |
Business reorganization | 0 | 71,285 | 0 |
Depreciation and amortization | 30,707 | 28,800 | 21,057 |
Total operating expenses | 665,484 | 610,653 | 546,534 |
Income (loss) from operations | 91,305 | (10,828) | (258,463) |
Interest and other, net | (15,690) | (30,205) | (31,893) |
Gain on long-term investments, net | 1,350 | 2,683 | 17,476 |
Income (loss) before income taxes | 76,965 | (38,350) | (272,880) |
Provision for (benefit from) income taxes | 9,662 | (30,048) | 6,590 |
Net income (loss) | $ 67,303 | $ (8,302) | $ (279,470) |
Earnings (loss) per share: | |||
Basic earnings (loss) per share (in dollars per share) | $ 0.73 | $ (0.10) | $ (3.48) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.72 | $ (0.10) | $ (3.48) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 67,303 | $ (8,302) | $ (279,470) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (9,086) | (7,364) | (32,747) |
Cash flow hedges: | |||
Change in unrealized gains, net of taxes | 0 | 0 | 32 |
Reclassification to earnings, net of taxes | 0 | (17) | 0 |
Change in fair value of effective cash flow hedges | 0 | (17) | 32 |
Available-for-sale securities: | |||
Net unrealized gain (loss), net of taxes | (169) | 73 | (25) |
Reclassification to earnings for realized net loss, net of taxes | 9 | 36 | 0 |
Change in fair value of available-for-sale securities | (160) | 109 | (25) |
Other comprehensive loss | (9,246) | (7,272) | (32,740) |
Comprehensive income (loss) | $ 58,057 | $ (15,574) | $ (312,210) |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) |
Mar. 31, 2017 |
---|---|
1.75% Convertible Notes due 2016 | |
Interest rate | 1.75% |
1.00% Convertible Notes due 2018 | |
Interest rate | 1.00% |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2017 | |||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Take-Two Interactive Software, Inc. (the "Company," "we," "us," or similar pronouns) was incorporated in the state of Delaware in 1993. We are a leading developer, publisher and marketer of interactive entertainment for consumers around the globe. The Company develops and publishes products principally through its two wholly-owned labels Rockstar Games and 2K. Our products are designed for console systems and personal computers, including smart phones and tablets, and are delivered through physical retail, digital download, online platforms and cloud streaming services. Principles of Consolidation The Consolidated Financial Statements include the financial statements of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. Reclassifications Certain immaterial amounts in the financial statements of the prior years have been reclassified to conform to the current year presentation for comparative purposes. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net revenue and expenses during the reporting periods. Our most significant estimates and assumptions relate to the recoverability of software development costs and prepaid royalties, licenses and intangibles, valuation of inventories, realization of deferred income taxes, the adequacy of price protection, allowances for sales returns and doubtful accounts, accrued liabilities, the service period for deferred net revenue and related cost of goods sold, fair value estimates, the valuation of stock-based compensation, and assumptions used in our goodwill impairment tests. These estimates generally involve complex issues and require us to make judgments, involve analysis of historical and the prediction of future trends, and are subject to change from period to period. Actual amounts could differ significantly from these estimates. The Company considers transactions or events that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures. Concentration of Credit Risk and Accounts Receivable We maintain cash balances at several major financial institutions. While we attempt to limit credit exposure with any single institution, balances often exceed insurable amounts. If the financial condition and operations of our customers deteriorate, our risk of collection could increase substantially. A majority of our trade receivables are derived from sales to major retailers and distributors. Our five largest customers accounted for 65.5% 58.9% and 64.6% of net revenue during the fiscal years ended March 31, 2017, 2016 and 2015, respectively. One customer accounted for 26.3%, 20.7% and 13.3% of net revenues during the fiscal years ended March 31, 2017, 2016, and 2015, respectively. A second customer accounted for 14.2%, 15.5%, and 11.7% of net revenue during the fiscal years ended March 31, 2017 and 2016, and 2015 respectively. A third customer accounted for 10.9% of net revenue during the fiscal year ended March 31, 2017. A fourth customer accounted for 21.0% of net revenue during the fiscal year ended March 31, 2015. A fifth customer accounted for 10.4% of net revenue during the fiscal year ended March 31, 2015. As of March 31, 2017 and 2016, five customers accounted for 69.9% and 73.9% of our gross accounts receivable, respectively. Customers that individually accounted for more than 10% of our gross accounts receivable balance comprised 57.6% and 64.1% of such balances at March 31, 2017 and 2016, respectively. We had two customers who accounted for 40.2% and 17.4% of our gross accounts receivable as of March 31, 2017 and three customers who accounted for 35.2%, 16.8% and 12.1% of our gross accounts receivable as of March 31, 2016. We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, 2017 and 2016. Based upon performing ongoing credit evaluations, maintaining trade credit insurance on a majority of our customers and our past collection experience, we believe that the receivable balances from these largest customers do not represent a significant credit risk. Cash and Cash Equivalents We consider all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. Our restricted cash balance is primarily related to a dedicated account limited to the payment of certain internal royalty obligations. Short-term Investments Short-term investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Investments with original maturities greater than 90 days and remaining maturities of less than one year are normally classified within short-term investments. In addition, investments with maturities beyond one year at the time of purchase that are highly liquid in nature and represent the investment of cash that is available for current operations are classified as short-term investments. Unrealized gains and losses of the Company's available-for-sale securities are excluded from earnings and are reported as a component of other comprehensive (loss) income, net of tax, until the security is sold, the security has matured, or the Company determines that the fair value of the security has declined below its adjusted cost basis and the decline is other-than-temporary. Realized gains and losses on short-term investments are calculated based on the specific identification method and would be reclassified from accumulated other comprehensive loss to interest and other, net. Short-term investments are evaluated for impairment quarterly. The Company considers various factors in determining whether it should recognize an impairment charge, including the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, the severity of the impairment, the reason for the decline in value, and our intent to sell and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. If the Company concludes that an investment is other-than-temporarily impaired, it recognizes an impairment charge at that time in the Consolidated Statements of Operations. In determining whether the decline in fair value is other-than-temporary requires management judgment based on the specific facts and circumstances of each security. The ultimate value realized on these securities is subject to market price volatility until they are sold. Inventory Inventory consists of materials, including manufacturing royalties paid to console manufacturers, and is stated at the lower of weighted average cost or net realizable value. Estimated product returns are included in the inventory balance at their cost. We regularly review inventory quantities on-hand and in the retail channels and record an inventory provision for excess or obsolete inventory based on the future expected demand for our products. Significant changes in demand for our products would affect management's estimates in establishing our inventory provision. We write down inventory based on excess or obsolete inventories determined primarily by future anticipated demand for our products. Inventory write-downs are measured as the difference between the cost of the inventory and market value, based upon assumptions about future demand that are inherently difficult to assess. Software Development Costs and Licenses Capitalized software development costs include direct costs incurred for internally developed titles and payments made to third-party software developers under development agreements. We capitalize internal software development costs (including specifically identifiable employee stock-based compensation, payroll expense, and incentive compensation costs related to the completion and release of titles, as well as third-party production and other content costs), subsequent to establishing technological feasibility of a software title. Technological feasibility of a product includes the completion of both technical design documentation and game design documentation. Significant management judgments are made in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. We enter into agreements with third-party developers that require us to make payments for game development and production services. In exchange for our payments, we receive the exclusive publishing and distribution rights to the finished game title as well as, in some cases, the underlying intellectual property rights. Such agreements typically allow us to fully recover these payments to the developers at an agreed upon royalty rate earned on the subsequent sales of such software, net of any agreed upon costs. Prior to establishing technological feasibility of a product, we record any costs incurred by third-party developers as research and development expenses. Subsequent to establishing technological feasibility of a product, we capitalize all development and production service payments to third-party developers as software development costs and licenses. We typically enter into agreements with third-party developers after completing the technical design documentation for our products and therefore record the design costs leading up to a signed development contract as research and development expense. When we contract with third-party developers, we generally select those that have proven technology and experience in the genre of the software being developed, which often allows for the establishment of technological feasibility early in the development cycle. In instances where the documentation of the design and technology are not in place prior to an executed contract, we monitor the software development process and require our third-party developers to adhere to the same technological feasibility standards that apply to our internally developed products. Licenses consist of payments and guarantees made to holders of intellectual property rights for use of their trademarks, copyrights or other intellectual property rights in the development of our products. Agreements with license holders generally provide for guaranteed minimum payments for use of their intellectual property. Certain licenses, especially those related to our sports products, extend over multi-year periods and encompass multiple game titles. In addition to guaranteed minimum payments, these licenses frequently contain provisions that could require us to pay royalties to the license holder based on pre-agreed unit sales thresholds. Amortization of capitalized software development costs and licenses commences when a product is released and is recorded on a title-by-title basis in cost of goods sold. For capitalized software development costs, amortization is calculated using (1) the proportion of current year revenues to the total revenues expected to be recorded over the life of the title or (2) the straight-line method over the remaining estimated useful life of the title, whichever is greater. For capitalized licenses, amortization is calculated as a ratio of (1) current period revenues to the total revenues expected to be recorded over the remaining life of the title or (2) the contractual royalty rate based on actual net product sales as defined in the licensing agreement, whichever is greater. We evaluate the future recoverability of capitalized software development costs and licenses on a quarterly basis. Recoverability is primarily assessed based on the actual title's performance. For products that are scheduled to be released in the future, recoverability is evaluated based on the expected performance of the specific products to which the cost or license relates. We utilize a number of criteria in evaluating expected product performance, including historical performance of comparable products developed with comparable technology; market performance of comparable titles; orders for the product prior to its release; general market conditions; and, past performance of the franchise. When we determine that capitalized cost of the title is unlikely to be recovered by product sales, an impairment of software development and license capitalized costs is charged to cost of goods sold in the period in which such determination is made. We have profit and unit sales based internal royalty programs that allow selected employees to each participate in the success of software titles that they assist in developing. Royalties earned under this program are recorded as a component of cost of goods sold in the period earned. Fixed Assets, net Office equipment, furniture and fixtures are depreciated using the straight-line method over their estimated useful life of five years. Computer equipment and software are generally depreciated using the straight-line method over three to five years. Leasehold improvements are amortized over the lesser of the term of the related lease or the useful life of the underlying asset, typically seven years. The cost of additions and betterments are capitalized, and repairs and maintenance costs are charged to operations, in the periods incurred. When depreciable assets are retired or sold, the cost and related allowances for depreciation are removed from the accounts and the gain or loss, if any, is recognized. The carrying amounts of these assets are recorded at historical cost. Goodwill and Intangible Assets Goodwill is the excess of purchase price paid over identified intangible and tangible net assets of acquired companies. Intangible assets consist of intellectual property, developed game technology, analytics technology, user base, trade names, and in-process research and development. Certain intangible assets acquired in a business combination are recognized as assets apart from goodwill. We use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information. We test our goodwill for impairment annually, at the beginning of August, or more frequently, if events and circumstances indicate the fair value of a reporting unit may be below its carrying amount. A reporting unit is defined as an operating segment or one level below an operating segment. We have determined that we operate in one reporting unit, which is our operating segment. In the evaluation of goodwill for impairment, we have the option to first perform a qualitative assessment to determine if the fair value of its reporting unit is more likely than not (i.e., a likelihood of more than 50%) less than the carrying value before performing the two-step impairment test. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. If the two-step impairment test is utilized to test goodwill for impairment, step one compares the fair value of the reporting unit to its carrying value. In performing the quantitative assessment in step-one, we measure the fair value of the reporting unit using a combination of the income approach, which uses discounted cash flows, and the market approach, which uses market capitalization and comparable companies' data. Each step requires us to make judgments and involves the use of significant estimates and assumptions. These estimates and assumptions include long-term growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates based on our weighted average cost of capital, future economic and market conditions and the determination of appropriate market comparables. Our estimates for market growth are based on historical data, various internal estimates and observable external sources when available, and are based on assumptions that are consistent with the plans and estimates we use to manage the underlying business. If the carrying value of the reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and step two must be performed. Step two compares the carrying value of the reporting unit's goodwill to its implied fair value (i.e., fair value of reporting unit less the fair value of the unit's assets and liabilities, including identifiable intangible assets). If the implied fair value of goodwill is less than the carrying amount of goodwill, an impairment is recognized. Based on our annual impairment assessment process for goodwill, no impairments were recorded during the fiscal years ended March 31, 2017, 2016 or 2015. Long-lived Assets We review all long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amount of an asset or asset group may not be recoverable. We compare the carrying amount of the asset to the estimated undiscounted future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, we record an impairment charge for the difference between the carrying amount of the asset and its fair value. The estimated fair value is generally measured by discounting expected future cash flows using our incremental borrowing rate or fair value, if available. As of March 31, 2017, no indicators of impairment existed. Derivatives and Hedging We transact business in various foreign currencies and have significant sales and purchase transactions denominated in foreign currencies, subjecting us to foreign currency exchange rate risk. From time to time, we carry out transactions involving foreign currency exchange derivative financial instruments. The transactions are designed to hedge our exposure in currency exchange rate movements. We recognize derivative instruments as either assets or liabilities on our Consolidated Balance Sheets and we measure those instruments at fair value. The changes in fair value of derivatives that are not designated as hedges are recognized currently in earnings as interest and other, net in our Consolidated Statements of Operations. If a derivative meets the definition of a cash flow hedge and is so designated, the effective portion of changes in the fair value of the derivative are recognized, as a component of other comprehensive income (loss) while the ineffective portion of the changes in fair value is recorded currently in earnings as interest and other, net in our Consolidated Statements of Operations. Amounts included in Accumulated other comprehensive income (loss) for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in cost of goods sold or research and development expenses, as appropriate. Income Taxes We record a tax provision for the anticipated tax consequences of the reported results of operations. Our provision for income taxes is computed using the asset and liability method, under which deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at currently enacted statutory tax rates for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment. Valuation allowances are established when we determine that it is more likely than not that such deferred tax assets will not be realized. We do not record income tax expense related to foreign withholding taxes or United States income taxes which may become payable upon the repatriation of undistributed earnings of foreign subsidiaries, as such earnings are expected to be reinvested indefinitely outside of the United States. We use estimates and assumptions to compute the provision for income taxes including allocations of certain transactions to different tax jurisdictions, amounts of permanent and temporary differences, the likelihood of deferred tax assets being recovered and the outcome of contingent tax risks. These estimates and assumptions are revised as new events occur, more experience is acquired and additional information is obtained. The effect of these revisions is recorded in income tax expense or benefit in the period in which they become known. Revenue Recognition We recognize revenue on the sales of software products upon the transfer of title and risk of loss to our customers. Accordingly, we recognize revenue for software titles when there is (1) persuasive evidence that an arrangement with the customer exists, (2) the product is delivered, (3) the selling price is fixed or determinable and (4) collection of the customer receivable is deemed probable. Certain products are sold to customers with a street date (i.e., the earliest date these products may be sold by retailers). For these products we recognize revenue on the later of the street date or the sale date. In addition, some of our software products are sold as full game digital downloads and digital add-on content for which the consumer takes possession of the digital content for a fee. Revenue from product downloads is generally recognized when the download is made available to the end user (assuming all other recognition criteria are met). In providing credit terms to our customers, our payment arrangements typically provide net 30 and 60 day terms. Advances received for licensing and exclusivity arrangements are reported on our Consolidated Balance Sheets as deferred revenue until we meet our performance obligations, at which point we recognize the revenue. For some of our software products, we enter into multiple element revenue arrangements in which we may provide a combination of full game software, online multi-player functionality, and related post-contract customer support ("PCS") which generally includes additional free unspecified add-on content updates, maintenance, and online support services. For these arrangements, we evaluate the significance of the PCS at the time each game is released based on the guidance in Accounting Standards Codification 985-605, "Software—Revenue Recognition" ("ASC 985-605") to determine if the PCS rises to the level of a separate deliverable. We monitor our initial assessments on an ongoing basis and consider any changes that may arise. In conjunction with our evaluation, we consider such factors as the significance of the development effort, the nature of online features, the extent of anticipated marketing focus on online features, the significance of the online features to the consumers' anticipated overall gameplay experience, and the significance and length of time of our post sale obligations to consumers. Determining whether PCS is significant for a particular game is subjective and requires management's judgment. When a software arrangement includes multiple elements, the arrangement consideration is allocated to each revenue element based on its relative fair value, based on the vendor specific objective evidence ("VSOE") of fair value for each element. When VSOE of fair value does not exist for all of the elements in the arrangement, ASC 985-605 requires either the use of the residual method or the deferral of revenue until the earlier point at which VSOE of fair value exists for any undelivered element or until only one undelivered element remains. For arrangements that require the deferral of revenue, the related cost of goods sold is deferred and recognized as the related net revenue is recognized. Deferred cost of goods sold includes product costs and licenses. We do not have VSOE for our PCS obligations and in those arrangements where PCS obligations have been determined to be significant we recognize revenue from the sale of software products and the related cost of goods sold ratably over the period we expect to offer the PCS to the consumer ("estimated service period"), assuming all other recognition criteria are met. We also do not have VSOE for our online multi-player functionality; however it is generally delivered at the same time with the full game software. Determining the estimated service period is subjective and requires management's judgment, therefore, the estimated service period may change in the future. The estimated service periods of our current games, with online functionality and related PCS, are generally 12 months, with the exception of GTA, which is 41 months (see below). When our software products provide insignificant PCS at no additional cost to the consumer, we recognize revenue when the four primary revenue recognition criteria described above have been met for all other deliverables in the arrangement and, in those situations, we estimate and accrue the future costs of providing those services. Certain of our games provide consumers with the option to purchase virtual currency to use in the game to acquire virtual goods. We currently recognize revenue from the sale of virtual currency, using the game-based model, ratably over the estimated remaining life of the game. Because the service period for our online-enabled games with significant PCS is not an explicitly defined period, we must make an estimate of the service offering period for purposes of recognizing revenue. The estimated service period for current deferred title offerings is based on our estimate of the economic game life of the respective title. Determining the estimated service period (or economic game life) is inherently subjective and is subject to regular revision based on numerous factors and considerations. The factors that we primarily consider as part of our process of initially determining and subsequently reassessing estimated service periods for our titles include:
To the extent we have recorded significant amounts of revenue deferred for specific titles, changes in the estimated service periods could have a material impact on the revenue recognized in a particular period. As part of our on-going assessment of estimated service periods during the three months ended March 31, 2017, we changed Grand Theft Auto V's estimated service period from 36 to 41 months. The change in estimate resulted in a decrease in net revenues of $29,367 and income from operations of $27,070 to our fiscal 2017 financial results, with such revenues expected to be recognized in fiscal 2018. Revenue is recognized after deducting estimated price protection, reserves for returns and other allowances. In circumstances when we do not have a reliable basis to estimate price protection, returns and other allowances or are unable to determine that collection of a receivable is probable, we defer the revenue until we can reliably estimate any related returns and allowances and determine that collection of the receivable is probable. Price protection and Allowances for Returns We grant price protection and accept returns in connection with our distribution arrangements with customers. Following reductions in the price of our products, we grant price protection to permit customers to take credits against amounts they owe us with respect to merchandise unsold by them. Our customers must satisfy certain conditions to entitle them to receive price protection or return products, including compliance with applicable payment terms and confirmation of field inventory levels. Generally, our distribution arrangements with customers do not give them the right to return titles or to cancel firm orders. However, we occasionally accept returns from our customers for stock balancing and make accommodations to customers, which include credits and returns, when demand for specific titles falls below expectations. We make estimates of future price protection and product returns related to current period product revenue. We estimate the amount of future price protection and returns for published titles based upon, among other factors, historical experience and performance of the titles in similar genres, historical performance of the hardware platform, customer inventory levels, analysis of sell-through rates, sales force and retail customer feedback, industry pricing, market conditions and changes in demand and acceptance of our products by consumers. Significant management judgments and estimates must be made and used in connection with establishing price protection and the allowance for returns in any accounting period. We believe we can make reliable estimates of price protection and returns. However, actual results may differ from initial estimates as a result of changes in circumstances, market conditions and assumptions. Adjustments to estimates are recorded in the period in which they become known. Consideration Given to Customers and Received from Vendors We have various marketing arrangements with retailers and distributors of our products that provide for cooperative advertising and market development funds, among others, which are generally based on single exchange transactions. Such amounts are accrued as a reduction to revenue at the later of: (1) the date at which the related revenue is recognized by us, or (2) the date at which the sales incentive is offered, except for cooperative advertising which is included in selling and marketing expense if there is a separate identifiable benefit and the benefit's fair value can be established. We receive various incentives from our manufacturers, including up-front cash payments as well as rebates based on a cumulative level of purchases. Such amounts are generally accounted for as a reduction in the price of the manufacturer's product and included as a reduction of inventory or cost of goods sold, based on an agreed upon per unit rebate. Advertising We expense advertising costs as incurred. Advertising expense for the fiscal years ended March 31, 2017, 2016 and 2015 amounted to $173,947, $94,743 and $132,990, respectively, and are included in "Selling and marketing expense" in our Consolidated Statements of Operations. Earnings (loss) per Share ("EPS") Basic EPS is computed by dividing the net income (loss) applicable to common stockholders for the period by the weighted average number of shares of common stock outstanding during the same period. Diluted EPS is computed by dividing the net income (loss) applicable to common stockholders for the period by the weighted average number of shares of common stock and common stock equivalents outstanding. Certain of our unvested restricted stock awards (including restricted stock units, time-based and market-based restricted stock awards) are considered participating securities since these securities have non-forfeitable rights to dividends or dividend equivalents during the contractual period of the award, and thus require the two-class method of computing EPS. The calculation of EPS for common stock under the two-class method excludes the income attributable to the participating securities from the numerator and excludes the dilutive effect of those awards from the denominator. We define common stock equivalents as unvested restricted stock awards and common stock equivalents underlying the Convertible Notes (see Note 11) outstanding during the period. Unvested restricted stock awards are measured using the treasury stock method, and common stock equivalents underlying the Convertible Notes are assessed for their effect on diluted EPS using the more dilutive of the treasury stock method or the if-converted method. Under the provisions of the if-converted method, the Convertible Notes are assumed to be converted and included in the denominator of the EPS calculation and the interest expense, net of tax, recorded in connection with the Convertible Notes is added back to the numerator. However, potential common shares are not included in the denominator of the diluted earnings (loss) per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded. Stock-based Compensation We account for stock-based awards under the fair value method of accounting. The fair value of all stock-based compensation is either capitalized and amortized in accordance with our software development cost accounting policy or recognized as expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for market-based and performance-based stock awards. We estimate the fair value of time-based awards to employees using our closing stock price on the date of grant. We estimate the fair value of market-based awards using a Monte Carlo Simulation method which takes into account assumptions such as the expected volatility of our common stock, the risk-free interest rate based on the contractual term of the award, expected dividend yield, vesting schedule and the probability that the market conditions of the awards will be achieved. We apply variable accounting to our non-employee stock-based awards, whereby we remeasure the value of such awards at each balance sheet date and adjust the value of the awards based on its fair value at the end of the reporting period. For non-employee time-based awards fair value is determined by the closing price of our common stock at the end of the reporting period. For non-employee market-based awards fair value is determined using a Monte Carlo Simulation method which takes into account assumptions such as the expected volatility of our common stock, the risk-free interest rate based on the contractual term of the award, expected dividend yield, vesting schedule and the probability that the market conditions of the awards will be achieved. For non-employee performance-based awards we do not record an expense until a performance target(s) have been achieved and once achieved fair value is determined by the closing price of our common stock at the end of the reporting period. We issue time and performance based restricted stock units to certain employees, which currently can only be settled in cash. These awards are accounted for as liability awards. Changes in the value of the awards from period to period are recorded as stock-based compensation expense over the vesting period or capitalized as software development costs. Foreign Currency The functional currency for our foreign operations is primarily the applicable local currency. Accounts of foreign operations are translated into U.S. dollars using exchange rates for assets and liabilities at the balance sheet date and average prevailing exchange rates for the period for revenue and expense accounts. Adjustments resulting from translation are included in accumulated other comprehensive income (loss). Realized and unrealized transaction gains and losses are included in our Consolidated Statements of Operations in the period in which they occur. Comprehensive Income (Loss) Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Accumulated other comprehensive income (loss) includes foreign currency translation adjustments, which relate to investments that are permanent in nature and therefore do not require tax adjustments, and the net of tax amounts for unrealized gains (losses), net on derivative instruments designated as cash flow hedges and available for sale securities. Recently Issued Accounting Pronouncements Accounting for Acquisitions or Disposals In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2017-01, Clarifying the Definition of a Business, with the objective of providing additional guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update provide new guidance to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The new guidance requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The new guidance is expected to reduce the number of transactions that need to be further evaluated. The new standard, as amended, will be effective prospectively for interim and annual reporting periods beginning on January 1, 2018 (April 1, 2018 for the Company), with early adoption permitted. We intend to early adopt this ASU for the quarterly period ending June 30, 2017 and believe that the evaluation of whether transactions should be accounted for as acquisitions (or dispositions) of assets or businesses will be simplified under the new standard. Accounting for Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This ASU eliminates Step 2 from the goodwill impairment test. Under the new guidance, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, this ASU eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 (April 1, 2020 for the Company), including interim periods within those fiscal years, and is applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. While we are currently evaluating the impact of the adoption of this ASU, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. Accounting for Restricted Cash In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU amends the presentation of restricted cash within the statement of cash flows. The new guidance requires that changes in restricted cash and cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2017 (April 1, 2018 for the Company), including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of this ASU. Accounting for Stock Compensation In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation. This new guidance identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This update is effective for annual periods beginning after December 15, 2016 (April 1, 2017 for the Company) and interim periods within those annual periods. In the first quarter of fiscal 2018, the Company will apply a modified retrospective transition method to account for the changes under the standard related to income taxes and the policy election for recording forfeitures as they occur. Accounting for Leases In February 2016, the FASB issued ASU 2016-02, Leases. This new guidance requires lessees to recognize a right-of-use asset and a lease liability for virtually all leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting. This update is effective for annual periods, and interim periods within those years, beginning after December 15, 2018 (April 1, 2019 for the Company). This new guidance must be adopted using a modified retrospective approach whereby, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Early adoption is permitted. We are currently evaluating the impact of adopting this update on our Consolidated Financial Statements, which will consist primarily of a balance sheet gross up of our operating leases, mostly for office space. Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration, which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB recently issued several amendments to the standard, including clarifications on disclosure of prior-period performance obligations and remaining performance obligations. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The new standard is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017 (April 1, 2018 for the Company), with early adoption permitted for annual reporting periods beginning after December 15, 2016 (April 1, 2017 for the Company). The Company will adopt the new standard effective April 1, 2018 using the cumulative catch-up method. We anticipate this standard will have a material impact on our Consolidated Financial Statements. While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to our accounting for on-line enabled games that benefit from meaningful game related services such as unspecified content updates and online support services for which we do not have vendor specific objective evidence of fair value ("VSOE"). Under the current accounting standards, for titles that do not have VSOE, we recognize the entire sales price ratably over the title's estimated service period. The VSOE requirement will be eliminated under the new standard. Accordingly, we may be required to recognize as revenue a portion of the sales price upon delivery of the software, as compared to the current requirement of recognizing the entire sales price ratably over an estimated offering period. |
MANAGEMENT AGREEMENT |
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MANAGEMENT AGREEMENT | |
MANAGEMENT AGREEMENT | MANAGEMENT AGREEMENT In May 2011, we entered into an amended management services agreement, (the "2011 Management Agreement") with ZelnickMedia Corporation ("ZelnickMedia") pursuant to which ZelnickMedia provided us with certain management, consulting and executive level services. In March 2014, we entered into a new management agreement, (the "2014 Management Agreement"), with ZelnickMedia pursuant to which ZelnickMedia continues to provide financial and management consulting services to the Company through March 31, 2019. The 2014 Management Agreement became effective April 1, 2014 and supersedes and replaces the 2011 Management Agreement, except as otherwise contemplated by the 2014 Management Agreement. As part of the 2014 Management Agreement, Strauss Zelnick, the President of ZelnickMedia, continues to serve as Executive Chairman and Chief Executive Officer and Karl Slatoff, a partner of ZelnickMedia, continues to serve as President of the Company. The 2014 Management Agreement provides for an annual management fee of $2,970 over the term of the agreement and a maximum annual bonus opportunity of $4,752 over the term of the agreement, based on the Company achieving certain performance thresholds. In consideration for ZelnickMedia's services, we recorded consulting expense (a component of general and administrative expenses) of $7,722, $7,722 and $7,737 for the fiscal years ended March 31, 2017, 2016 and 2015, respectively. Pursuant to the 2011 Management Agreement and the 2014 Management Agreement, we also issued stock-based awards to ZelnickMedia. During the fiscal years ended March 31, 2017, 2016 and 2015, we recorded $29,573, $26,652 and $24,449, respectively, of stock-based compensation expense for non-employee awards, which is included in general and administrative expenses. See Note 15 for a discussion of such awards. |
FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The carrying amounts of our financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short maturities. We follow a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of "observable inputs" and minimize the use of "unobservable inputs." The three levels of inputs used to measure fair value are as follows:
The table below segregates all assets that are measured at fair value on a recurring basis (which is measured at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.
In connection with the Social Point acquisition (see Note 23), we recorded $6,409 as the initial fair value of earn-out contingent consideration. The fair value was estimated using a Monte-Carlo simulation model, which included significant unobservable Level 3 inputs, such as projected financial performance over the earn-out period along with estimates for market volatility and the discount rate applicable to potential cash payouts. We did not have any transfers between Level 1 and Level 2 fair value measurements nor did we have any transfers into or out of Level 3 during the fiscal year ended March 31, 2017. Debt As of March 31, 2017, the estimated fair value of our 1.00% Convertible Notes due 2018 (the "1.00% Convertible Notes") was $738,053. The fair value was determined using Level 2 inputs, observable market data for the 1.00% Convertible Notes and its embedded option feature. See Note 11 for additional information regarding our Convertible Notes. |
SHORT-TERM INVESTMENTS |
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Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SHORT TERM INVESTMENTS | SHORT-TERM INVESTMENTS Our short-term investments consisted of the following as of March 31, 2017:
Based on our evaluation of impairment for these investments, we did not consider any of these investments to be other-than-temporarily impaired as of March 31, 2017 or 2016. The following table summarizes the contracted maturities of our short-term investments at March 31, 2017:
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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Our risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. We do not enter into derivative financial contracts for speculative or trading purposes. We classify cash flows from its derivative transactions as cash flows from operating activities in the consolidated statements of cash flow. The following table shows the gross notional amounts of foreign currency forward contracts:
For the fiscal years ended March 31, 2017, 2016 and 2015, we recorded gains of $7,197, $144, and $18,548, respectively, related to foreign currency forward contracts in interest and other, net on the Consolidated Statements of Operations. Our derivative contracts are foreign currency exchange forward contracts that are not designated as hedging instruments under hedge accounting and are used to reduce the impact of foreign currency on certain balance sheet exposures and certain revenue and expense. These instruments are generally short term in nature, with typical maturities of less than one year, and are subject to fluctuations in foreign exchange rates. As of March 31, 2017, no amounts related to derivatives designated as cash flow hedges are recorded in accumulated other comprehensive income (loss). |
INVENTORY |
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Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVENTORY | INVENTORY Inventory balances by category are as follows:
Estimated product returns included in inventory at March 31, 2017 and 2016 were $529 and $527, respectively. |
SOFTWARE DEVELOPMENT COSTS AND LICENSES |
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SOFTWARE DEVELOPMENT COSTS AND LICENSES | SOFTWARE DEVELOPMENT COSTS AND LICENSES Details of our capitalized software development costs and licenses are as follows:
Software development costs and licenses as of March 31, 2017 and 2016 included $381,910 and $343,450, respectively, related to titles that have not been released. Amortization and impairment of software development costs and licenses are as follows:
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FIXED ASSETS, NET |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FIXED ASSETS, NET | FIXED ASSETS, NET Fixed asset balances by category are as follows:
Depreciation expense related to fixed assets for the fiscal years ended March 31, 2017, 2016 and 2015 was $30,629, $28,800 and $21,057, respectively. |
GOODWILL AND INTANGIBLE ASSETS, NET |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET The change in our goodwill balance is as follows:
Included in Intangibles, net are in-process research and development assets of $14,827 acquired as part of the Social Point acquisition, which are indefinite-lived intangibles and therefore not subject to amortization until the related games are released. The following table sets forth the intangible assets that are subject to amortization:
Amortization of intangible assets is included in our Consolidated Statements of Operations as follows:
Estimated future amortization of intangible assets that will be recorded in cost of goods sold and operating expenses for the years ending March 31, are as follows:
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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
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Liabilities, Current [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of:
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DEBT | DEBT Credit Agreement In April 2016, we entered into a Sixth Amendment to our Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). The Credit Agreement provides for borrowings of up to $100,000 which may be increased by up to $100,000 pursuant to the terms of the Credit Agreement and which is secured by substantially all of our assets and the equity of our subsidiaries. The Credit Agreement expires on August 18, 2019. Revolving loans under the Credit Agreement bear interest at our election of (a) 0.25% to 0.75% above a certain base rate (4.25%at March 31, 2017), or (b) 1.25% to 1.75% above the LIBOR Rate (approximately 2.23% at March 31, 2017), with the margin rate subject to the achievement of certain average liquidity levels. We are also required to pay a monthly fee on the unused available balance, ranging from 0.25% to 0.375% based on availability. We had no outstanding borrowings at March 31, 2017 and 2016. Availability under the Credit Agreement is unrestricted when liquidity, as defined in the Credit Agreement, is at least $300,000. When liquidity is below $300,000 availability under the Credit Agreement is restricted by our United States and United Kingdom based accounts receivable and inventory balances. The Credit Agreement also allows for the issuance of letters of credit in an aggregate amount of up to $5,000. Information related to availability on our Credit Agreement is as follows:
We recorded interest expense and fees related to the Credit Agreement of $441, $438 and $518, for the fiscal years ended March 31, 2017, 2016 and 2015, respectively. The Credit Agreement contains covenants that substantially limit our and our subsidiaries' ability to: create, incur, assume or be liable for indebtedness; dispose of assets outside the ordinary course of business; acquire, merge or consolidate with or into another person or entity; create, incur or allow any lien on any of their respective properties; make investments; or pay dividends or make distributions (each subject to certain limitations); or optionally prepay any indebtedness (subject to certain exceptions, including an exception permitting the redemption of the Company's unsecured convertible senior notes upon the meeting of certain minimum liquidity requirements). In addition, the Credit Agreement provides for certain events of default such as nonpayment of principal and interest, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, default on indebtedness held by third parties and default on certain material contracts (subject to certain limitations and cure periods). The Credit Agreement also contains a requirement that we maintain an interest coverage ratio of more than one to one for the trailing twelve-month period, if certain average liquidity levels fall below $30,000. 1.75% Convertible Notes Due 2016 On November 16, 2011, we issued $250,000 aggregate principal amount of 1.75% Convertible Notes due 2016. The issuance of the 1.75% Convertible Notes included $30,000 related to the exercise of an over-allotment option by the underwriters. Interest on the 1.75% Convertible Notes was payable semi-annually in arrears on June 1st and December 1st of each year, commencing on June 1, 2012. The 1.75% Convertible Notes matured on December 1, 2016, unless earlier repurchased by the Company or converted. We did not have the right to redeem the 1.75% Convertible Notes prior to maturity. The 1.75% Convertible Notes were convertible at an initial conversion rate of 52.3745 shares of our common stock per $1 principal amount of 1.75% Convertible Notes (representing an initial conversion price of approximately $19.093 per share of common stock for a total of approximately 13,094,000 underlying conversion shares) subject to adjustment in certain circumstances. As of June 1, 2016 until the close of business on the business day immediately preceding the maturity date, holders were eligible to convert their 1.75% Convertible Notes at any time. Prior to September 27, 2016, upon conversion, the 1.75% Convertible Notes were eligible to be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of the Company's common stock. On September 27, 2016, we elected to settle our conversion obligations in connection with the 1.75% Convertible Notes solely in shares of our common stock and accordingly notified the Trustee. As such, we continued to classify these 1.75% Convertible Notes as long-term debt until their maturity. Prior to December 1, 2016, holders of the 1.75% Convertible Notes elected to convert such notes, and we settled all such notes during the period by converting them to shares of our common stock using the initial conversion rate. We previously separately accounted for the liability and equity components of the 1.75% Convertible Notes in a manner that reflected our nonconvertible debt borrowing rate when interest expense is recognized in subsequent periods. We estimated the fair value of the 1.75% Convertible Notes to be $197,373, as of the date of issuance of our 1.75% Convertible Notes, assuming a 6.9% non-convertible borrowing rate. The carrying amount of the equity component was determined to be $52,627 by deducting the fair value of the liability component from the par value of the 1.75% Convertible Notes. The excess of the principal amount of the liability component over its carrying amount was amortized to interest and other, net over the term of the 1.75% Convertible Notes using the effective interest method. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. In accounting for the $6,875 of banking, legal and accounting fees related to the issuance of the 1.75% Convertible Notes, we allocated $5,428 to the liability component and $1,447 to the equity component. Debt issuance costs attributable to the liability component were amortized to interest and other, net over the term of the 1.75% Convertible Notes, and issuance costs attributable to the equity component were netted with the equity component in additional paid-in capital. At maturity and as of March 31, 2016, the if-converted value of our 1.75% Convertible Notes exceeded the principal amount of $250,000 by $368,430 and $243,251, respectively. The following table provides additional information related to our 1.75% Convertible Notes:
The following table provides the components of interest expense related to our 1.75% Convertible Notes:
1.00% Convertible Notes Due 2018 On June 18, 2013, we issued $250,000 aggregate principal amount of 1.00% Convertible Notes due 2018. The 1.00% Convertible Notes were issued at 98.5% of par value for proceeds of $246,250. Interest on the 1.00% Convertible Notes is payable semi-annually in arrears on July 1st and January 1st of each year, commencing on January 1, 2014. The 1.00% Convertible Notes mature on July 1, 2018, unless earlier repurchased by the Company or converted. The Company does not have the right to redeem the 1.00% Convertible Notes prior to maturity. The Company also granted the underwriters a 30-day option to purchase up to an additional $37,500 principal amount of 1.00% Convertible Notes to cover overallotments, if any. On July 17, 2013, the Company closed its public offering of $37,500 principal amount of the Company's 1.00% Convertible Notes as a result of the underwriters exercising their overallotment option in full on July 12, 2013, bringing the total proceeds to $283,188. The 1.00% Convertible Notes are convertible at an initial conversion rate of 46.4727 shares of our common stock per $1 principal amount of 1.00% Convertible Notes (representing an initial conversion price of approximately $21.52 per share of common stock for a total of approximately 13,361,000 underlying conversion shares) subject to adjustment in certain circumstances. Holders may convert the 1.00% Convertible Notes at their option prior to the close of business on the business day immediately preceding January 1, 2018 only under the following circumstances: (1) during any fiscal quarter commencing after September 30, 2013, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1 principal amount of 1.00% Convertible Notes for each day of that measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such day; or (3) upon the occurrence of specified corporate events. On and after January 1, 2018 until the close of business on the business day immediately preceding the maturity date, holders may convert their 1.00% Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the 1.00% Convertible Notes may be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of the Company's common stock. Our common stock price exceeded 130% of the applicable conversion price per share for at least 20 trading days during the 30 consecutive trading days ended March 31, 2017. Accordingly, as of April 1, 2017, the 1.00% Convertible Notes may be converted at the holder's option through June 30, 2017. During the year ended March 31, 2017, 1.00% Convertible Notes with an aggregate principal value of $19,351 were settled and additional 1.00% Convertible Notes with aggregate principal value of $93 were tendered for conversion with April 2017 settlement dates. We elected to settle the conversion in shares of our common stock, and our current intent and ability, given our option, would be to settle future conversions in shares of our common stock. As such, we have continued to classify these 1.00% Convertible Notes as long-term debt. Upon the occurrence of certain fundamental changes involving the Company, holders of the 1.00% Convertible Notes may require us to purchase all or a portion of their 1.00% Convertible Notes for cash at a price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the fundamental change purchase date. The indenture governing the 1.00% Convertible Notes contains customary terms and covenants and events of default. If an event of default (as defined therein) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of the 1.00% Convertible Notes then outstanding by notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest (including additional interest, if any) on all the 1.00% Convertible Notes to be due and payable. In the case of an event of default arising out of certain bankruptcy events, 100% of the principal of and accrued and unpaid interest (including additional interest, if any), on the 1.00% Convertible Notes will automatically become due and payable immediately. The 1.00% Convertible Notes are senior unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the 1.00% Convertible Notes; equal in right of payment to our existing and future indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness incurred by our subsidiaries. We separately account for the liability and equity components of the 1.00% Convertible Notes in a manner that reflects the Company's nonconvertible debt borrowing rate. We estimated the fair value of the 1.00% Convertible Notes to be $225,567 upon issuance of our 1.00% Convertible Notes, assuming a 6.15% non-convertible borrowing rate. The carrying amount of the equity component was determined to be approximately $57,621 by deducting the fair value of the liability component from the net proceeds of the 1.00% Convertible Notes. The excess of the principal amount of the liability component over its carrying amount is amortized to interest and other, net over the term of the 1.00% Convertible Notes using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the $2,815 of banking, legal and accounting fees related to the issuance of the 1.00% Convertible Notes, we allocated $2,209 to the liability component and $606 to the equity component. Debt issuance costs attributable to the liability component are being amortized to interest and other, net over the term of the 1.00% Convertible Notes, and issuance costs attributable to the equity component were netted with the equity component in additional paid-in capital. As of March 31, 2017 and 2016, the if-converted value of our 1.00% Convertible Notes exceeded the principal amount of $268,149 and $287,500, respectively, by $470,456 and $215,809, respectively. The following table provides additional information related to our 1.00% Convertible Notes:
The following table provides the components of interest expense related to our 1.00% Convertible Notes:
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EARNINGS (LOSS) PER SHARE ("EPS") |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EARNINGS (LOSS) PER SHARE (EPS) | EARNINGS (LOSS) PER SHARE ("EPS") The following table sets forth the computation of basic and diluted EPS (shares in thousands):
The calculation of EPS for common stock under the two-class method shown above for the fiscal year ended March 31, 2017 excludes income attributable to the participating securities from the numerator and excludes the dilutive effect of those awards from the denominator. We incurred a net loss for the fiscal years ended March 31, 2016 and 2015; therefore, the basic and diluted weighted average shares outstanding exclude the effect of unvested share-based awards that are considered participating securities and all common stock equivalents because their effect would be antidilutive. For the fiscal years ended March 31, 2016 and 2015 we had 6,405,000, and 6,061,000, respectively, of unvested share-based awards which are excluded due to the net loss for the periods. |
COMMITMENTS AND CONTINGENCIES |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES A summary of annual minimum contractual obligations and commitments as of March 31, 2017 is as follows:
Software Development and Licensing Agreements: We make payments to third-party software developers that include contractual payments to developers under several software development agreements that expire at various times through January 2022. Our aggregate outstanding software development commitments assume satisfactory performance by third-party software developers. We also have licensing commitments that primarily consist of obligations to holders of intellectual property rights for use of their trademarks, copyrights, technology or other intellectual property rights in the development of our products. Marketing Agreements: We have certain minimum marketing support commitments where we commit to spend specified amounts related to marketing our products. Marketing commitments expire at various times through December 2022 and primarily reflect our agreements with major sports leagues and players' associations. Operating Leases: Our offices are occupied under non-cancelable operating leases expiring at various times through December 2032. We also lease certain furniture, equipment and automobiles under non-cancelable leases expiring through March 2020. Some of the leases have fixed rent increases and also include inducements to enter into the lease. The effect of such amounts are deferred and recognized on a straight-line basis over the related lease term. Rent expense amounted to $19,545, $18,032 and $18,120 for the fiscal years ended March 31, 2017, 2016 and 2015, respectively. Purchase obligations: These obligations are primarily related to agreements to purchase services that are enforceable and legally binding on the Company that specifies all significant terms, including fixed, minimum or variable pricing provisions; and the approximate timing of the transactions, expiring at various times through January 2019. Employee Savings Plans: For our United States employees we maintain a 401(k) retirement savings plan and trust. Our 401(k) plan is offered to all eligible employees and participants may make voluntary contributions. We also have various pension plans for our non-U.S. employees, some of which are required by local laws, and allow or require Company contributions. Employer contributions under all defined contribution and pension plans during the fiscal years ended March 31, 2017, 2016 and 2015 were $8,018, $8,348 and $8,554, respectively. Legal and Other Proceedings: We are, or may become, subject to demands and claims (including intellectual property claims) and are involved in routine litigation in the ordinary course of business which we do not believe to be material to our business or financial condition or results of operations. We have appropriately accrued amounts related to certain of these claims and legal and other proceedings. While it is reasonably possible that a loss may be incurred in excess of the amounts accrued in our financial statements, we believe that such losses, unless otherwise disclosed, would not be material. On April 11, 2016, we filed a declaratory judgment action in the United States District Court for the Southern District of New York seeking, among other things, a judicial declaration that Leslie Benzies, the former president of one of our subsidiaries with whom we had been in ongoing discussions regarding his separation of employment, is not entitled to any minimum allocation or financial parity with any other person under the applicable royalty plan. We believe we will prevail in this matter, although there can be no assurance of the outcome. On April 12, 2016, Mr. Benzies filed a complaint in the Supreme Court of the State of New York, New York County against us, and certain of our subsidiaries and employees. We removed this case to the United States District Court for the Southern District of New York, but the case was subsequently remanded to state court. The complaint claims damages of at least $150,000 and contains allegations of breach of fiduciary duty; fraudulent inducement and fraudulent concealment; aiding and abetting breach of fiduciary duty; breach of various contracts; breach of implied duty of good faith and fair dealing; tortious interference with contract; unjust enrichment; reformation; constructive trust; declaration of rights; constructive discharge; defamation and fraud. Motion practice in both the federal and state actions is ongoing. While we believe that we have meritorious defenses to these claims, and we intend to vigorously defend against them and to pursue any counterclaims, we have accrued what we believe to be an adequate amount for this matter, which amounts are classified as Business reorganization within Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet (see Note 20). We do not believe that the ultimate outcome of such litigation, even if in excess of our current accrual, will have a material adverse effect on our business, financial condition or results of operations. |
INCOME TAXES |
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | INCOME TAXES Components of income (loss) income from continuing operations before income taxes are as follows:
Provision (benefit from) for current and deferred income taxes consists of the following:
A reconciliation of our effective tax rate to the U.S. statutory federal income tax rate is as follows:
(1) The foreign rate differential in relation to foreign earnings, for all periods presented, are primarily driven by changes in the mix of our foreign earnings. (2) Tax benefits were recorded for fiscal years ended March 31, 2017 and March 31,2016 attributable to certain tax credits related to software development activities The effects of temporary differences that gave rise to our deferred tax assets and liabilities were as follows:
(a) As of March 31, 2017 and 2016, $36,032 and $4,811, respectively, is included in other long-term liabilities. The valuation allowance is primarily attributable to deferred tax assets for which no benefit is provided due to uncertainty with respect to their realization. The net deferred tax liability is primarily the result of deferred tax liabilities related to indefinite lived intangibles, which cannot be used to offset deferred tax assets, as well as deferred tax liabilities related to intangibles as a result of the acquisition of Social Point. At March 31, 2017, we had domestic net operating loss carryforwards totaling $50,208 of which $640 will expire in 2022, $24,022 will expire from 2023 to 2027, $24,263 will expire from 2028 to 2032, and $1,283 will expire in 2037. In addition, we had foreign net operating loss carryforwards of $277,892, of which $25,331 will expire in 2020, $244,527 will expire in 2022, $29 will expire in 2026, $727 will expire in 2035, and the remainder may be carried forward indefinitely. At March 31, 2017, we had domestic credit carryforwards totaling $150,811 of which $83,371 expire in 2031 to 2036, and the remainder may be carried forward indefinitely. In addition, we had foreign credit carryforwards of $1,691 of which $1,037 expire in 2019, $191 expire in 2028, $80 expire in 2029, $230 expire in 2030, and $153 will expire in 2031. The total amount of undistributed earnings of foreign subsidiaries was approximately $162,800 at March 31, 2017 and $197,300 at March 31, 2016. It is our intention to reinvest undistributed earnings of our foreign subsidiaries and thereby indefinitely postpone their remittance. Accordingly, no provision has been made for foreign withholding taxes or U.S. income taxes which may become payable if undistributed earnings of foreign subsidiaries are repatriated. It is not practicable to estimate the tax liability that would arise if these earnings were remitted. We are regularly audited by domestic and foreign taxing authorities. Audits may result in tax assessments in excess of amounts claimed and the payment of additional taxes. We believe that our tax return positions comply with applicable tax law and that we have adequately provided for reasonably foreseeable assessments of additional taxes. Additionally, we believe that any assessments in excess of the amounts provided for will not have a material adverse effect on the Consolidated Financial Statements. We recognize interest and penalties related to uncertain tax positions in the provision for income taxes in our Consolidated Statements of Operations. For the fiscal years ended March 31, 2017, 2016 and 2015, we recognized an increase in interest and penalties of $877, $1,098 and $771, respectively. The gross amount of interest and penalties accrued as of March 31, 2017 and March 31, 2016 was $4,090 and $3,213, respectively. As of March 31, 2017 and March 31, 2016, we had gross unrecognized tax benefits, including interest and penalties, of $120,198 and $56,012, of which $36,940 and $41,285, respectively, would affect our effective tax rate if realized. We are no longer subject to audit for U.S. federal income tax returns for periods prior to our fiscal year ended March 31, 2013 and state income tax returns for periods prior to the fiscal year ended March 31, 2012. With few exceptions, we are no longer subject to income tax examinations in non-U.S. jurisdictions for years prior to our fiscal year ended March 31, 2012. U.S. federal taxing authorities have completed examinations of our income tax returns through the fiscal year ended October 31, 2009. The statute relating to the fiscal year ended March 31, 2013 has expired. The IRS is currently examining our income tax returns for the fiscal year ended March 31, 2015. The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Although potential resolution of uncertain tax positions involve multiple tax periods and jurisdictions, it is reasonably possible that a reduction of up to $31,000 of unrecognized tax benefits may occur within the next 12 months, some of which, depending on the nature of the settlement or expiration of statutes of limitations, may affect the Company’s income tax provision and therefore benefit the resulting effective tax rate. The actual amount could vary significantly depending on the ultimate timing and nature of any settlements. The aggregate changes to the liability for gross uncertain tax positions, excluding interest and penalties, were as follows:
We believe that we have provided for any reasonably foreseeable outcomes related to our tax audits and that any settlement will not have a material adverse effect on our consolidated financial statements. However, there can be no assurances as to the possible outcomes. |
STOCK-BASED COMPENSATION |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Our stock-based compensation plans are broad-based long-term retention programs intended to attract and retain talented employees and align stockholder and employee interests. For similar reasons, we also granted non-employee equity awards, which are subject to variable accounting, to ZelnickMedia in connection with their contract to provide executive management services to us. In April 2009, our stockholders approved our 2009 Stock Incentive Plan (the "2009 Plan"). The aggregate number of shares issuable under the 2009 Plan is 28,609,000 and as of March 31, 2017, there were approximately 2,194,000 shares available for issuance. The 2009 Plan is administered by the Compensation Committee of the Board of Directors and allows for awards of restricted stock and other stock-based awards of our common stock to employees and non-employees. Subject to the provisions of the plans, the Board of Directors or any Committee appointed by the Board of Directors, has the authority to determine the individuals to whom the equity awards are to be granted, the number of shares to be covered by each equity award, the vesting period, restrictions, if any, on the equity award and the terms and conditions of the equity award. Upon the vesting of certain restricted stock awards employees have the option to have the Company withhold shares to satisfy the employee's federal and state tax withholding requirements. The following table summarizes stock-based compensation expense included in our Consolidated Statements of Operations:
Restricted Stock Awards Employee Awards Restricted stock awards granted to employees under our stock-based compensation plans generally vest annually over 3 years from the date of grant. Certain restricted stock awards granted to key officers, senior-level employees, and key employees vest based on market conditions, primarily related to the performance of the price of our common stock. ZelnickMedia Non-Employee Awards Pursuant to the 2011 Management Agreement, we granted 1,100,000 shares of restricted stock to ZelnickMedia that vested annually through May 15, 2015 and 1,650,000 shares of market-based restricted stock that were eligible to vest through May 15, 2015, based on the Company's Total Shareholder Return (as defined in the relevant grant agreements) relative to the Total Shareholder Return of the companies that constitute the NASDAQ Composite Index measured annually on a cumulative basis. To earn all of the shares of market-based restricted stock, the Company must perform at the 75th percentile, or top quartile, of the NASDAQ Composite Index. None of the shares of restricted stock grant pursuant to the 2011 Management Agreement remained unvested as of March 31, 2017 and 1,133,000 shares of restricted stock remained unvested as of March 31, 2016. During the fiscal year ended March 31, 2017, 591,912 shares of restricted stock vested and 27,578 shares of restricted stock were forfeited related to the 2011 Management Agreement. In connection with the 2014 Management Agreement, we granted 372,935 and 525,591 restricted stock units to ZelnickMedia on May 20, 2016 and May 20, 2015, respectively, as follows:
Time-based restricted stock units granted on May 20, 2015 vested on April 4, 2017 and those granted on May 20, 2016 will vest on April 1, 2018, provided that the 2014 Management Agreement has not been terminated prior to such vesting date. Market-based restricted stock units granted on May 20, 2015 vested on April 4, 2017 and those granted on May 20, 2016 are eligible to vest on April 1, 2018, provided that the 2014 Management Agreement has not been terminated prior to such vesting date. Market-based restricted stock units are eligible to vest based on the Company's Total Shareholder Return (as defined in the relevant grant agreement) relative to the Total Shareholder Return (as defined in the relevant grant agreement) of the companies that constitute the NASDAQ Composite Index as of the grant date measured over a two-year period. To earn the target number of market-based restricted stock units (which represents 50% of the number of the market-based restricted stock units set forth in the table above), the Company must perform at the 50th percentile, with the maximum number of market-based restricted stock units earned if the Company performs at the 75th percentile. Each reporting period, we re-measure the fair value of the unvested shares of market-based restricted stock units granted to ZelnickMedia. Performance-based restricted stock units granted on May 20, 2015 vested on April 4, 2017 and those granted on May 20, 2016 are eligible to vest on April 1, 2018, provided that the 2014 Management Agreement has not been terminated prior to such vesting date. Performance-based restricted stock units, of which 50% are tied to "New IP" and 50% to "Major IP" (as defined in the relevant grant agreement), are eligible to vest based on the Company's achievement of certain performance metrics (as defined in the relevant grant agreement) of individual product releases of "New IP" or "Major IP" measured over a two-year period. The target number of performance-based restricted stock units that may be earned pursuant to these grants is equal to 50% of the grant amounts set forth in the above table (which represents the maximum number of performance-based restricted stock units that may be earned). Each reporting period, we assess the performance metric and upon achievement of certain thresholds record an expense for the unvested portion of the shares of performance-based restricted stock units. Certain performance metrics, based on unit sales, have been achieved as of March 31, 2017 and 2016 for the "New IP" and "Major IP" performance-based restricted stock units granted on April 1, 2014, May 20, 2015, and May 20, 2016. The unvested portion of time-based, market-based and performance-based restricted units granted pursuant to the 2014 Management Agreement as of March 31, 2017 and 2016 was 898,526 and 1,145,081, respectively. The following table summarizes the weighted-average assumptions used in the Monte Carlo Simulation method:
The estimated value of time-based restricted stock awards granted to employees during the fiscal years ended March 31, 2017, 2016 and 2015 was $49.43, $33.74 and $21.52 per share, respectively. The estimated value of market-based restricted stock awards granted to employees during the fiscal years ended March 31, 2017, 2016 and 2015 was $63.60, $43.66 and $36.56 per share, respectively. For the fiscal years ended March 31, 2017, 2016 and 2015, the estimated value of time-based restricted stock awards granted to ZelnickMedia was $36.37, $27.65 and $21.92 per share, respectively. For the fiscal years ended March 31, 2017, 2016 and 2015, the estimated value of the market-based restricted stock awards granted to ZelnickMedia was $51.92, $58.45 and $24.21 per share, respectively. The following table summarizes the activity in non-vested restricted stock awards to employees and ZelnickMedia under our stock-based compensation plans with performance and market based restricted stock awards presented at 100% of target number of shares that may potentially vest:
The maximum number of restricted stock awards that could vest is 228,587 for performance-based and market-based restricted stock awards granted during the current year. As of March 31, 2017, the maximum number of shares that could vest is 886,360 for performance-based and market-based restricted stock units outstanding. As of March 31, 2017, the total future unrecognized compensation cost, net of estimated forfeitures, related to outstanding unvested restricted stock was $95,965 and will be recognized as compensation expense on a straight-line basis over a weighted-average period of approximately 1 year, or capitalized as software development costs. Liability Awards During the fiscal year ended March 31, 2016, we issued 5,500,000 of time and performance based restricted stock units, to certain employees, which currently can only be settled in cash and are therefore treated as liability awards. The awards are expected to vest between fiscal 2019 and fiscal 2022. As of March 31, 2017, the total future unrecognized compensation cost, based on the estimated cash payment terms, is estimated to be $165,596 and will be recognized as compensation expense over a weighted-average period of approximately 3.9 years, or capitalized as software development costs. |
SHARE REPURCHASE PROGRAM |
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Mar. 31, 2017 | |
Equity [Abstract] | |
SHARE REPURCHASE PROGRAM | SHARE REPURCHASE PROGRAM In January 2013, our Board of Directors authorized the repurchase of up to 7,500,000 shares of our common stock. In May 2015, our Board of Directors authorized the repurchase of an additional 6,717,683 shares of our common stock pursuant to the share repurchase program. We did not repurchase any shares of our common stock under this program during the fiscal year ended March 31, 2017. During the fiscal year ended March 31, 2016 we repurchased 953,647 shares of our common stock in the open market for $26,552, including commissions of $10, as part of the program. During the fiscal year ended March 31, 2014, we repurchased 4,217,683 shares of our common stock in the open market for $73,325, including commissions of $42, as part of the program. As of March 31, 2017, we have repurchased a total of 5,171,330 shares of our common stock and have 9,046,353 shares of our common stock that remain available for repurchase under our share repurchase authorization. We are authorized to purchase shares from time to time through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. Repurchases are subject to the availability of stock, prevailing market conditions, the trading price of the stock, our financial performance and other conditions. The program may be suspended or discontinued at any time for any reason. All of the repurchased shares are classified as treasury stock in our Consolidated Balance Sheets. |
SEGMENT AND GEOGRAPHIC INFORMATION |
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION We are a publisher of interactive software games designed for console systems and personal computers, including smart phones and tablets, which are delivered through physical retail, digital download, online platforms and cloud streaming services. Our business consists principally of our Rockstar Games and 2K labels, which represent a single operating segment, the "publishing segment". Our operations involve similar products and customers worldwide. Revenue earned from our publishing segment is primarily derived from the sale of internally developed software titles and software titles developed by third parties. Our publishing segment is based upon our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Executive Officer, our Chief Operating Decision Maker ("CODM"), to evaluate performance and allocate resources. We are centrally managed and the CODM primarily uses consolidated financial information supplemented by sales information by product category, major product title and platform to make operational decisions and assess financial performance. We attribute net revenue to geographic regions based on product destination. Net revenue by geographic region was as follows:
Net revenue by product platform was as follows:
Our products are delivered through digital online services (digital download, online platforms and cloud streaming) and physical retail. Net revenue by distribution channel was as follows:
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INTEREST AND OTHER, NET |
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Other Income and Expenses [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INTEREST AND OTHER, NET | INTEREST AND OTHER, NET
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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
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Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table provides the components of accumulated other comprehensive income (loss):
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BUSINESS REORGANIZATION |
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Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
BUSINESS REORGANIZATION | BUSINESS REORGANIZATION During the fiscal years ended March 31, 2017 and 2016, the Company incurred business reorganization expenses of $0 and $71,285 due primarily to employee separation costs in connection with reorganizing one development studio and closing two development studios. Through March 31, 2017 and 2016, the Company has paid $5,350 and $4,962, respectively, related to these reorganization activities. As of March 31, 2017, and 2016, $65,935 and $66,323, respectively, remained accrued for in Accrued expenses and other current liabilities. See Note 13 for additional information. |
SUPPLEMENTARY FINANCIAL INFORMATION |
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Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUPPLEMENTARY FINANCIAL INFORMATION | SUPPLEMENTARY FINANCIAL INFORMATION The following table provides details of our valuation and qualifying accounts:
(1)Includes price protection of $65,336, $36,546 and $16,669; other allowances including rebates, discounts and cooperative advertising of $45,850, $23,073 and $24,402; and sales returns of $16,558, $4,879 and $9,043 for the fiscal years ended March 31, 2017, 2016 and 2015, respectively. |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) |
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Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following tables set forth quarterly supplementary data for each of the years in the two-year period ended March 31, 2017:
Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted (loss) earnings per share information may not equal annual basic and diluted earnings per share. |
ACQUISITIONS |
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ACQUISITIONS | ACQUISITIONS On January 31, 2017, we completed the acquisition of privately-held Social Point, S.L. (“Social Point”), a Spanish free-to-play mobile game developer, for consideration of $175,000 in cash and the issuance of 1,480,168 shares of the Company's common stock, plus contingent earn-out consideration of up to an aggregate of $25,900 in cash and shares of the Company's common stock. The cash portion was funded from our cash on hand. Certain of the shares that were issued to continuing employees are subject to transferability restrictions and forfeiture provisions requiring their continued employment subject to certain exceptions over the three-year period following the closing and are therefore considered share-based compensation over the service period. We acquired Social Point to leverage its strong portfolio of technology, assembled workforce, and existing free-to-play mobile games in order to expand and enhance our game offerings, particularly on mobile platforms. The acquisition-date fair value of the consideration transferred totaled $238,736, which consisted of the following:
The fair value of the of the purchase consideration attributed to the common shares issued was calculated by using the Take-Two's closing share price on January 30, 2017, as the shares were transferred prior to the opening of the market on January 31, 2017. The contingent earn-out consideration arrangement requires us to pay up to an aggregate of $25,900 in cash and shares of the Take-Two common stock, if Social Point achieves certain performance measures over the 12 and 24 month periods following the closing. The fair value of the contingent consideration arrangement at the acquisition date was $6,409. We estimated the fair value of the contingent consideration using a Monte Carlo simulation model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. (Refer to Note 3.) As of March 31, 2017, there were no significant changes in the range of outcomes for the contingent consideration recognized as a result of the acquisition of Social Point, although the recognized amount increased to $6,465 as a result of minor changes in estimates, the passage of time (reduced impact of discounting), and currency exchange rate fluctuations. The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Social Point.
Goodwill, which is not deductible for U.S. income tax purposes, represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, and is primarily attributable to the assembled workforce of the acquired business and expected synergies at the time of the acquisition. The preliminary fair values of net tangible and intangible assets are management’s estimates based on the information available at the acquisition date. The Company recognized $1,915 of acquisition related costs that were expensed in the current period. These costs are included in our Consolidated Statement of Operations within General and Administrative expenses. The amounts of revenue and earnings of Social Point included in our Consolidated Statement of Operations from the acquisition date to the period ending March 31, 2017 are as follows:
The following represents the pro forma consolidated information (unaudited) as if Social Point had been included in our consolidated results for the entire years ending March 31, 2017 and 2016, and due to different fiscal period ends, combines the historical results of the Company for the year ended March 31, 2017 and 2016 and the historical results of Social Point for the years ended December 31, 2016 and 2015, respectively:
These amounts have been calculated after applying our accounting policies and adjusting the results of Social Point to reflect recognition of revenue over an estimated service period as compared to upfront recognition; the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on April 1, 2015; stock-based compensation expense associated with the 408,429 shares of the Company's common stock granted in the acquisition which vest over three years subject to continued employment; together with the consequential tax effects as though the acquisition occurred as of the beginning of the periods presented. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved based on these assumptions. |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the financial statements of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. |
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Reclassifications | Reclassifications Certain immaterial amounts in the financial statements of the prior years have been reclassified to conform to the current year presentation for comparative purposes. |
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Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net revenue and expenses during the reporting periods. Our most significant estimates and assumptions relate to the recoverability of software development costs and prepaid royalties, licenses and intangibles, valuation of inventories, realization of deferred income taxes, the adequacy of price protection, allowances for sales returns and doubtful accounts, accrued liabilities, the service period for deferred net revenue and related cost of goods sold, fair value estimates, the valuation of stock-based compensation, and assumptions used in our goodwill impairment tests. These estimates generally involve complex issues and require us to make judgments, involve analysis of historical and the prediction of future trends, and are subject to change from period to period. Actual amounts could differ significantly from these estimates. The Company considers transactions or events that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures. |
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Concentration of Credit Risk and Accounts Receivable | Concentration of Credit Risk and Accounts Receivable We maintain cash balances at several major financial institutions. While we attempt to limit credit exposure with any single institution, balances often exceed insurable amounts. If the financial condition and operations of our customers deteriorate, our risk of collection could increase substantially. A majority of our trade receivables are derived from sales to major retailers and distributors. |
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Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. Our restricted cash balance is primarily related to a dedicated account limited to the payment of certain internal royalty obligations. |
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Short-term Investments | Short-term Investments Short-term investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Investments with original maturities greater than 90 days and remaining maturities of less than one year are normally classified within short-term investments. In addition, investments with maturities beyond one year at the time of purchase that are highly liquid in nature and represent the investment of cash that is available for current operations are classified as short-term investments. Unrealized gains and losses of the Company's available-for-sale securities are excluded from earnings and are reported as a component of other comprehensive (loss) income, net of tax, until the security is sold, the security has matured, or the Company determines that the fair value of the security has declined below its adjusted cost basis and the decline is other-than-temporary. Realized gains and losses on short-term investments are calculated based on the specific identification method and would be reclassified from accumulated other comprehensive loss to interest and other, net. Short-term investments are evaluated for impairment quarterly. The Company considers various factors in determining whether it should recognize an impairment charge, including the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, the severity of the impairment, the reason for the decline in value, and our intent to sell and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. If the Company concludes that an investment is other-than-temporarily impaired, it recognizes an impairment charge at that time in the Consolidated Statements of Operations. In determining whether the decline in fair value is other-than-temporary requires management judgment based on the specific facts and circumstances of each security. The ultimate value realized on these securities is subject to market price volatility until they are sold. |
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Inventory | Inventory Inventory consists of materials, including manufacturing royalties paid to console manufacturers, and is stated at the lower of weighted average cost or net realizable value. Estimated product returns are included in the inventory balance at their cost. We regularly review inventory quantities on-hand and in the retail channels and record an inventory provision for excess or obsolete inventory based on the future expected demand for our products. Significant changes in demand for our products would affect management's estimates in establishing our inventory provision. We write down inventory based on excess or obsolete inventories determined primarily by future anticipated demand for our products. Inventory write-downs are measured as the difference between the cost of the inventory and market value, based upon assumptions about future demand that are inherently difficult to assess. |
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Software Development Costs and Licenses | Software Development Costs and Licenses Capitalized software development costs include direct costs incurred for internally developed titles and payments made to third-party software developers under development agreements. We capitalize internal software development costs (including specifically identifiable employee stock-based compensation, payroll expense, and incentive compensation costs related to the completion and release of titles, as well as third-party production and other content costs), subsequent to establishing technological feasibility of a software title. Technological feasibility of a product includes the completion of both technical design documentation and game design documentation. Significant management judgments are made in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. We enter into agreements with third-party developers that require us to make payments for game development and production services. In exchange for our payments, we receive the exclusive publishing and distribution rights to the finished game title as well as, in some cases, the underlying intellectual property rights. Such agreements typically allow us to fully recover these payments to the developers at an agreed upon royalty rate earned on the subsequent sales of such software, net of any agreed upon costs. Prior to establishing technological feasibility of a product, we record any costs incurred by third-party developers as research and development expenses. Subsequent to establishing technological feasibility of a product, we capitalize all development and production service payments to third-party developers as software development costs and licenses. We typically enter into agreements with third-party developers after completing the technical design documentation for our products and therefore record the design costs leading up to a signed development contract as research and development expense. When we contract with third-party developers, we generally select those that have proven technology and experience in the genre of the software being developed, which often allows for the establishment of technological feasibility early in the development cycle. In instances where the documentation of the design and technology are not in place prior to an executed contract, we monitor the software development process and require our third-party developers to adhere to the same technological feasibility standards that apply to our internally developed products. Licenses consist of payments and guarantees made to holders of intellectual property rights for use of their trademarks, copyrights or other intellectual property rights in the development of our products. Agreements with license holders generally provide for guaranteed minimum payments for use of their intellectual property. Certain licenses, especially those related to our sports products, extend over multi-year periods and encompass multiple game titles. In addition to guaranteed minimum payments, these licenses frequently contain provisions that could require us to pay royalties to the license holder based on pre-agreed unit sales thresholds. Amortization of capitalized software development costs and licenses commences when a product is released and is recorded on a title-by-title basis in cost of goods sold. For capitalized software development costs, amortization is calculated using (1) the proportion of current year revenues to the total revenues expected to be recorded over the life of the title or (2) the straight-line method over the remaining estimated useful life of the title, whichever is greater. For capitalized licenses, amortization is calculated as a ratio of (1) current period revenues to the total revenues expected to be recorded over the remaining life of the title or (2) the contractual royalty rate based on actual net product sales as defined in the licensing agreement, whichever is greater. We evaluate the future recoverability of capitalized software development costs and licenses on a quarterly basis. Recoverability is primarily assessed based on the actual title's performance. For products that are scheduled to be released in the future, recoverability is evaluated based on the expected performance of the specific products to which the cost or license relates. We utilize a number of criteria in evaluating expected product performance, including historical performance of comparable products developed with comparable technology; market performance of comparable titles; orders for the product prior to its release; general market conditions; and, past performance of the franchise. When we determine that capitalized cost of the title is unlikely to be recovered by product sales, an impairment of software development and license capitalized costs is charged to cost of goods sold in the period in which such determination is made. We have profit and unit sales based internal royalty programs that allow selected employees to each participate in the success of software titles that they assist in developing. Royalties earned under this program are recorded as a component of cost of goods sold in the period earned. |
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Fixed Assets, net | Fixed Assets, net Office equipment, furniture and fixtures are depreciated using the straight-line method over their estimated useful life of five years. Computer equipment and software are generally depreciated using the straight-line method over three to five years. Leasehold improvements are amortized over the lesser of the term of the related lease or the useful life of the underlying asset, typically seven years. The cost of additions and betterments are capitalized, and repairs and maintenance costs are charged to operations, in the periods incurred. When depreciable assets are retired or sold, the cost and related allowances for depreciation are removed from the accounts and the gain or loss, if any, is recognized. The carrying amounts of these assets are recorded at historical cost. |
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Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is the excess of purchase price paid over identified intangible and tangible net assets of acquired companies. Intangible assets consist of intellectual property, developed game technology, analytics technology, user base, trade names, and in-process research and development. Certain intangible assets acquired in a business combination are recognized as assets apart from goodwill. We use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information. We test our goodwill for impairment annually, at the beginning of August, or more frequently, if events and circumstances indicate the fair value of a reporting unit may be below its carrying amount. A reporting unit is defined as an operating segment or one level below an operating segment. We have determined that we operate in one reporting unit, which is our operating segment. In the evaluation of goodwill for impairment, we have the option to first perform a qualitative assessment to determine if the fair value of its reporting unit is more likely than not (i.e., a likelihood of more than 50%) less than the carrying value before performing the two-step impairment test. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. If the two-step impairment test is utilized to test goodwill for impairment, step one compares the fair value of the reporting unit to its carrying value. In performing the quantitative assessment in step-one, we measure the fair value of the reporting unit using a combination of the income approach, which uses discounted cash flows, and the market approach, which uses market capitalization and comparable companies' data. Each step requires us to make judgments and involves the use of significant estimates and assumptions. These estimates and assumptions include long-term growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates based on our weighted average cost of capital, future economic and market conditions and the determination of appropriate market comparables. Our estimates for market growth are based on historical data, various internal estimates and observable external sources when available, and are based on assumptions that are consistent with the plans and estimates we use to manage the underlying business. If the carrying value of the reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and step two must be performed. Step two compares the carrying value of the reporting unit's goodwill to its implied fair value (i.e., fair value of reporting unit less the fair value of the unit's assets and liabilities, including identifiable intangible assets). If the implied fair value of goodwill is less than the carrying amount of goodwill, an impairment is recognized. |
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Long-lived Assets | Long-lived Assets We review all long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amount of an asset or asset group may not be recoverable. We compare the carrying amount of the asset to the estimated undiscounted future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, we record an impairment charge for the difference between the carrying amount of the asset and its fair value. The estimated fair value is generally measured by discounting expected future cash flows using our incremental borrowing rate or fair value, if available. |
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Derivatives and Hedging | Derivatives and Hedging We transact business in various foreign currencies and have significant sales and purchase transactions denominated in foreign currencies, subjecting us to foreign currency exchange rate risk. From time to time, we carry out transactions involving foreign currency exchange derivative financial instruments. The transactions are designed to hedge our exposure in currency exchange rate movements. We recognize derivative instruments as either assets or liabilities on our Consolidated Balance Sheets and we measure those instruments at fair value. The changes in fair value of derivatives that are not designated as hedges are recognized currently in earnings as interest and other, net in our Consolidated Statements of Operations. If a derivative meets the definition of a cash flow hedge and is so designated, the effective portion of changes in the fair value of the derivative are recognized, as a component of other comprehensive income (loss) while the ineffective portion of the changes in fair value is recorded currently in earnings as interest and other, net in our Consolidated Statements of Operations. Amounts included in Accumulated other comprehensive income (loss) for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in cost of goods sold or research and development expenses, as appropriate. |
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Income Taxes | Income Taxes We record a tax provision for the anticipated tax consequences of the reported results of operations. Our provision for income taxes is computed using the asset and liability method, under which deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at currently enacted statutory tax rates for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment. Valuation allowances are established when we determine that it is more likely than not that such deferred tax assets will not be realized. We do not record income tax expense related to foreign withholding taxes or United States income taxes which may become payable upon the repatriation of undistributed earnings of foreign subsidiaries, as such earnings are expected to be reinvested indefinitely outside of the United States. We use estimates and assumptions to compute the provision for income taxes including allocations of certain transactions to different tax jurisdictions, amounts of permanent and temporary differences, the likelihood of deferred tax assets being recovered and the outcome of contingent tax risks. These estimates and assumptions are revised as new events occur, more experience is acquired and additional information is obtained. The effect of these revisions is recorded in income tax expense or benefit in the period in which they become known. |
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Revenue Recognition | Revenue Recognition We recognize revenue on the sales of software products upon the transfer of title and risk of loss to our customers. Accordingly, we recognize revenue for software titles when there is (1) persuasive evidence that an arrangement with the customer exists, (2) the product is delivered, (3) the selling price is fixed or determinable and (4) collection of the customer receivable is deemed probable. Certain products are sold to customers with a street date (i.e., the earliest date these products may be sold by retailers). For these products we recognize revenue on the later of the street date or the sale date. In addition, some of our software products are sold as full game digital downloads and digital add-on content for which the consumer takes possession of the digital content for a fee. Revenue from product downloads is generally recognized when the download is made available to the end user (assuming all other recognition criteria are met). In providing credit terms to our customers, our payment arrangements typically provide net 30 and 60 day terms. Advances received for licensing and exclusivity arrangements are reported on our Consolidated Balance Sheets as deferred revenue until we meet our performance obligations, at which point we recognize the revenue. For some of our software products, we enter into multiple element revenue arrangements in which we may provide a combination of full game software, online multi-player functionality, and related post-contract customer support ("PCS") which generally includes additional free unspecified add-on content updates, maintenance, and online support services. For these arrangements, we evaluate the significance of the PCS at the time each game is released based on the guidance in Accounting Standards Codification 985-605, "Software—Revenue Recognition" ("ASC 985-605") to determine if the PCS rises to the level of a separate deliverable. We monitor our initial assessments on an ongoing basis and consider any changes that may arise. In conjunction with our evaluation, we consider such factors as the significance of the development effort, the nature of online features, the extent of anticipated marketing focus on online features, the significance of the online features to the consumers' anticipated overall gameplay experience, and the significance and length of time of our post sale obligations to consumers. Determining whether PCS is significant for a particular game is subjective and requires management's judgment. When a software arrangement includes multiple elements, the arrangement consideration is allocated to each revenue element based on its relative fair value, based on the vendor specific objective evidence ("VSOE") of fair value for each element. When VSOE of fair value does not exist for all of the elements in the arrangement, ASC 985-605 requires either the use of the residual method or the deferral of revenue until the earlier point at which VSOE of fair value exists for any undelivered element or until only one undelivered element remains. For arrangements that require the deferral of revenue, the related cost of goods sold is deferred and recognized as the related net revenue is recognized. Deferred cost of goods sold includes product costs and licenses. We do not have VSOE for our PCS obligations and in those arrangements where PCS obligations have been determined to be significant we recognize revenue from the sale of software products and the related cost of goods sold ratably over the period we expect to offer the PCS to the consumer ("estimated service period"), assuming all other recognition criteria are met. We also do not have VSOE for our online multi-player functionality; however it is generally delivered at the same time with the full game software. Determining the estimated service period is subjective and requires management's judgment, therefore, the estimated service period may change in the future. The estimated service periods of our current games, with online functionality and related PCS, are generally 12 months, with the exception of GTA, which is 41 months (see below). When our software products provide insignificant PCS at no additional cost to the consumer, we recognize revenue when the four primary revenue recognition criteria described above have been met for all other deliverables in the arrangement and, in those situations, we estimate and accrue the future costs of providing those services. Certain of our games provide consumers with the option to purchase virtual currency to use in the game to acquire virtual goods. We currently recognize revenue from the sale of virtual currency, using the game-based model, ratably over the estimated remaining life of the game. Because the service period for our online-enabled games with significant PCS is not an explicitly defined period, we must make an estimate of the service offering period for purposes of recognizing revenue. The estimated service period for current deferred title offerings is based on our estimate of the economic game life of the respective title. Determining the estimated service period (or economic game life) is inherently subjective and is subject to regular revision based on numerous factors and considerations. The factors that we primarily consider as part of our process of initially determining and subsequently reassessing estimated service periods for our titles include:
To the extent we have recorded significant amounts of revenue deferred for specific titles, changes in the estimated service periods could have a material impact on the revenue recognized in a particular period. As part of our on-going assessment of estimated service periods during the three months ended March 31, 2017, we changed Grand Theft Auto V's estimated service period from 36 to 41 months. The change in estimate resulted in a decrease in net revenues of $29,367 and income from operations of $27,070 to our fiscal 2017 financial results, with such revenues expected to be recognized in fiscal 2018. Revenue is recognized after deducting estimated price protection, reserves for returns and other allowances. In circumstances when we do not have a reliable basis to estimate price protection, returns and other allowances or are unable to determine that collection of a receivable is probable, we defer the revenue until we can reliably estimate any related returns and allowances and determine that collection of the receivable is probable. |
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Price protection and Allowances for Returns | Price protection and Allowances for Returns We grant price protection and accept returns in connection with our distribution arrangements with customers. Following reductions in the price of our products, we grant price protection to permit customers to take credits against amounts they owe us with respect to merchandise unsold by them. Our customers must satisfy certain conditions to entitle them to receive price protection or return products, including compliance with applicable payment terms and confirmation of field inventory levels. Generally, our distribution arrangements with customers do not give them the right to return titles or to cancel firm orders. However, we occasionally accept returns from our customers for stock balancing and make accommodations to customers, which include credits and returns, when demand for specific titles falls below expectations. We make estimates of future price protection and product returns related to current period product revenue. We estimate the amount of future price protection and returns for published titles based upon, among other factors, historical experience and performance of the titles in similar genres, historical performance of the hardware platform, customer inventory levels, analysis of sell-through rates, sales force and retail customer feedback, industry pricing, market conditions and changes in demand and acceptance of our products by consumers. Significant management judgments and estimates must be made and used in connection with establishing price protection and the allowance for returns in any accounting period. We believe we can make reliable estimates of price protection and returns. However, actual results may differ from initial estimates as a result of changes in circumstances, market conditions and assumptions. Adjustments to estimates are recorded in the period in which they become known. |
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Consideration Given to Customers and Received from Vendors | Consideration Given to Customers and Received from Vendors We have various marketing arrangements with retailers and distributors of our products that provide for cooperative advertising and market development funds, among others, which are generally based on single exchange transactions. Such amounts are accrued as a reduction to revenue at the later of: (1) the date at which the related revenue is recognized by us, or (2) the date at which the sales incentive is offered, except for cooperative advertising which is included in selling and marketing expense if there is a separate identifiable benefit and the benefit's fair value can be established. We receive various incentives from our manufacturers, including up-front cash payments as well as rebates based on a cumulative level of purchases. Such amounts are generally accounted for as a reduction in the price of the manufacturer's product and included as a reduction of inventory or cost of goods sold, based on an agreed upon per unit rebate. |
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Advertising | Advertising We expense advertising costs as incurred. |
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Earnings (loss) per Share (EPS) | Earnings (loss) per Share ("EPS") Basic EPS is computed by dividing the net income (loss) applicable to common stockholders for the period by the weighted average number of shares of common stock outstanding during the same period. Diluted EPS is computed by dividing the net income (loss) applicable to common stockholders for the period by the weighted average number of shares of common stock and common stock equivalents outstanding. Certain of our unvested restricted stock awards (including restricted stock units, time-based and market-based restricted stock awards) are considered participating securities since these securities have non-forfeitable rights to dividends or dividend equivalents during the contractual period of the award, and thus require the two-class method of computing EPS. The calculation of EPS for common stock under the two-class method excludes the income attributable to the participating securities from the numerator and excludes the dilutive effect of those awards from the denominator. We define common stock equivalents as unvested restricted stock awards and common stock equivalents underlying the Convertible Notes (see Note 11) outstanding during the period. Unvested restricted stock awards are measured using the treasury stock method, and common stock equivalents underlying the Convertible Notes are assessed for their effect on diluted EPS using the more dilutive of the treasury stock method or the if-converted method. Under the provisions of the if-converted method, the Convertible Notes are assumed to be converted and included in the denominator of the EPS calculation and the interest expense, net of tax, recorded in connection with the Convertible Notes is added back to the numerator. However, potential common shares are not included in the denominator of the diluted earnings (loss) per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded. |
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Stock-based Compensation | Stock-based Compensation We account for stock-based awards under the fair value method of accounting. The fair value of all stock-based compensation is either capitalized and amortized in accordance with our software development cost accounting policy or recognized as expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for market-based and performance-based stock awards. We estimate the fair value of time-based awards to employees using our closing stock price on the date of grant. We estimate the fair value of market-based awards using a Monte Carlo Simulation method which takes into account assumptions such as the expected volatility of our common stock, the risk-free interest rate based on the contractual term of the award, expected dividend yield, vesting schedule and the probability that the market conditions of the awards will be achieved. We apply variable accounting to our non-employee stock-based awards, whereby we remeasure the value of such awards at each balance sheet date and adjust the value of the awards based on its fair value at the end of the reporting period. For non-employee time-based awards fair value is determined by the closing price of our common stock at the end of the reporting period. For non-employee market-based awards fair value is determined using a Monte Carlo Simulation method which takes into account assumptions such as the expected volatility of our common stock, the risk-free interest rate based on the contractual term of the award, expected dividend yield, vesting schedule and the probability that the market conditions of the awards will be achieved. For non-employee performance-based awards we do not record an expense until a performance target(s) have been achieved and once achieved fair value is determined by the closing price of our common stock at the end of the reporting period. We issue time and performance based restricted stock units to certain employees, which currently can only be settled in cash. These awards are accounted for as liability awards. Changes in the value of the awards from period to period are recorded as stock-based compensation expense over the vesting period or capitalized as software development costs. |
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Foreign Currency | Foreign Currency The functional currency for our foreign operations is primarily the applicable local currency. Accounts of foreign operations are translated into U.S. dollars using exchange rates for assets and liabilities at the balance sheet date and average prevailing exchange rates for the period for revenue and expense accounts. Adjustments resulting from translation are included in accumulated other comprehensive income (loss). Realized and unrealized transaction gains and losses are included in our Consolidated Statements of Operations in the period in which they occur. |
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Comprehensive (Loss) Income | Comprehensive Income (Loss) Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Accumulated other comprehensive income (loss) includes foreign currency translation adjustments, which relate to investments that are permanent in nature and therefore do not require tax adjustments, and the net of tax amounts for unrealized gains (losses), net on derivative instruments designated as cash flow hedges and available for sale securities. |
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Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting for Acquisitions or Disposals In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2017-01, Clarifying the Definition of a Business, with the objective of providing additional guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update provide new guidance to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The new guidance requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The new guidance is expected to reduce the number of transactions that need to be further evaluated. The new standard, as amended, will be effective prospectively for interim and annual reporting periods beginning on January 1, 2018 (April 1, 2018 for the Company), with early adoption permitted. We intend to early adopt this ASU for the quarterly period ending June 30, 2017 and believe that the evaluation of whether transactions should be accounted for as acquisitions (or dispositions) of assets or businesses will be simplified under the new standard. Accounting for Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This ASU eliminates Step 2 from the goodwill impairment test. Under the new guidance, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, this ASU eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 (April 1, 2020 for the Company), including interim periods within those fiscal years, and is applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. While we are currently evaluating the impact of the adoption of this ASU, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. Accounting for Restricted Cash In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU amends the presentation of restricted cash within the statement of cash flows. The new guidance requires that changes in restricted cash and cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2017 (April 1, 2018 for the Company), including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of this ASU. Accounting for Stock Compensation In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation. This new guidance identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This update is effective for annual periods beginning after December 15, 2016 (April 1, 2017 for the Company) and interim periods within those annual periods. In the first quarter of fiscal 2018, the Company will apply a modified retrospective transition method to account for the changes under the standard related to income taxes and the policy election for recording forfeitures as they occur. Accounting for Leases In February 2016, the FASB issued ASU 2016-02, Leases. This new guidance requires lessees to recognize a right-of-use asset and a lease liability for virtually all leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting. This update is effective for annual periods, and interim periods within those years, beginning after December 15, 2018 (April 1, 2019 for the Company). This new guidance must be adopted using a modified retrospective approach whereby, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Early adoption is permitted. We are currently evaluating the impact of adopting this update on our Consolidated Financial Statements, which will consist primarily of a balance sheet gross up of our operating leases, mostly for office space. Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration, which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB recently issued several amendments to the standard, including clarifications on disclosure of prior-period performance obligations and remaining performance obligations. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The new standard is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017 (April 1, 2018 for the Company), with early adoption permitted for annual reporting periods beginning after December 15, 2016 (April 1, 2017 for the Company). The Company will adopt the new standard effective April 1, 2018 using the cumulative catch-up method. We anticipate this standard will have a material impact on our Consolidated Financial Statements. While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to our accounting for on-line enabled games that benefit from meaningful game related services such as unspecified content updates and online support services for which we do not have vendor specific objective evidence of fair value ("VSOE"). Under the current accounting standards, for titles that do not have VSOE, we recognize the entire sales price ratably over the title's estimated service period. The VSOE requirement will be eliminated under the new standard. Accordingly, we may be required to recognize as revenue a portion of the sales price upon delivery of the software, as compared to the current requirement of recognizing the entire sales price ratably over an estimated offering period. |
FAIR VALUE MEASUREMENTS (Tables) |
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Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segregation of all assets measured at fair value on a recurring basis | The table below segregates all assets that are measured at fair value on a recurring basis (which is measured at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.
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SHORT-TERM INVESTMENTS (Tables) |
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Mar. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of short-term investments | Our short-term investments consisted of the following as of March 31, 2017:
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Summary of the contracted maturities of short-term investments | The following table summarizes the contracted maturities of our short-term investments at March 31, 2017:
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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of gross notional amounts of foreign currency forward contracts | The following table shows the gross notional amounts of foreign currency forward contracts:
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INVENTORY (Tables) |
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Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory balances by category | Inventory balances by category are as follows:
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SOFTWARE DEVELOPMENT COSTS AND LICENSES (Tables) |
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SOFTWARE DEVELOPMENT COSTS AND LICENSES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of capitalized software development costs and licenses | Details of our capitalized software development costs and licenses are as follows:
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Schedule of amortization and impairment of software development costs and licenses | Amortization and impairment of software development costs and licenses are as follows:
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FIXED ASSETS, NET (Tables) |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fixed asset balances by category | Fixed asset balances by category are as follows:
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GOODWILL AND INTANGIBLE ASSETS, NET (Tables) |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of change in goodwill balance | The change in our goodwill balance is as follows:
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Schedule of components of the intangible assets subject to amortization | The following table sets forth the intangible assets that are subject to amortization:
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Schedule of amortization of intangible assets | Amortization of intangible assets is included in our Consolidated Statements of Operations as follows:
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Schedule of estimated future amortization of intangible assets | Estimated future amortization of intangible assets that will be recorded in cost of goods sold and operating expenses for the years ending March 31, are as follows:
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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) |
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Liabilities, Current [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of:
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DEBT (Tables) |
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Information related to availability on Credit Agreement | Information related to availability on our Credit Agreement is as follows:
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1.75% Convertible Notes due 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of additional information related to convertible notes | The following table provides additional information related to our 1.75% Convertible Notes:
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Schedule of components of interest expense related to convertible notes | The following table provides the components of interest expense related to our 1.75% Convertible Notes:
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1.00% Convertible Notes due 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of additional information related to convertible notes | The following table provides additional information related to our 1.00% Convertible Notes:
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Schedule of components of interest expense related to convertible notes | The following table provides the components of interest expense related to our 1.00% Convertible Notes:
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EARNINGS PER SHARE ("EPS") (Tables) |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of computation of basic and diluted EPS | The following table sets forth the computation of basic and diluted EPS (shares in thousands):
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COMMITMENTS AND CONTINGENCIES (Tables) |
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Mar. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of annual minimum contractual obligations | A summary of annual minimum contractual obligations and commitments as of March 31, 2017 is as follows:
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INCOME TAXES (Tables) |
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Mar. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of of (loss) income from continuing operations before income taxes | Components of income (loss) income from continuing operations before income taxes are as follows:
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Schedule of provision for current and deferred income taxes | Provision (benefit from) for current and deferred income taxes consists of the following:
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Schedule of reconciliation of effective tax rate to the U.S. statutory federal income tax rate | A reconciliation of our effective tax rate to the U.S. statutory federal income tax rate is as follows:
(1) The foreign rate differential in relation to foreign earnings, for all periods presented, are primarily driven by changes in the mix of our foreign earnings. (2) Tax benefits were recorded for fiscal years ended March 31, 2017 and March 31,2016 attributable to certain tax credits related to software development activities |
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Schedule of effects of temporary differences that gave rise to deferred tax assets and liabilities | The effects of temporary differences that gave rise to our deferred tax assets and liabilities were as follows:
(a) As of March 31, 2017 and 2016, $36,032 and $4,811, respectively, is included in other long-term liabilities. |
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Schedule of aggregate changes to the liability for gross uncertain tax positions, excluding interest and penalties | The aggregate changes to the liability for gross uncertain tax positions, excluding interest and penalties, were as follows:
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STOCK-BASED COMPENSATION (Tables) |
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Mar. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of stock-based compensation expenses | The following table summarizes stock-based compensation expense included in our Consolidated Statements of Operations:
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Schedule of restricted stock awarded activity to ZelnickMedia | In connection with the 2014 Management Agreement, we granted 372,935 and 525,591 restricted stock units to ZelnickMedia on May 20, 2016 and May 20, 2015, respectively, as follows:
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Schedule of weighted-average assumptions used to value outstanding market-based restricted shares | The following table summarizes the weighted-average assumptions used in the Monte Carlo Simulation method:
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Schedule of activity in non-vested restricted stock awards to employees and ZelnickMedia | The following table summarizes the activity in non-vested restricted stock awards to employees and ZelnickMedia under our stock-based compensation plans with performance and market based restricted stock awards presented at 100% of target number of shares that may potentially vest:
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SEGMENT AND GEOGRAPHIC INFORMATION (Tables) |
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net revenue by geographic region | We attribute net revenue to geographic regions based on product destination. Net revenue by geographic region was as follows:
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Net revenue by product platform | Net revenue by product platform was as follows:
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Net revenue by distribution channel | Our products are delivered through digital online services (digital download, online platforms and cloud streaming) and physical retail. Net revenue by distribution channel was as follows:
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INTEREST AND OTHER, NET (Tables) |
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Other Income and Expenses [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of interest and other, net |
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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) |
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Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of components of accumulated other comprehensive (loss) income | The following table provides the components of accumulated other comprehensive income (loss):
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SUPPLEMENTARY FINANCIAL INFORMATION (Tables) |
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Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of details of valuation and qualifying accounts | The following table provides details of our valuation and qualifying accounts:
(1)Includes price protection of $65,336, $36,546 and $16,669; other allowances including rebates, discounts and cooperative advertising of $45,850, $23,073 and $24,402; and sales returns of $16,558, $4,879 and $9,043 for the fiscal years ended March 31, 2017, 2016 and 2015, respectively. |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) |
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Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of quarterly supplementary data | The following tables set forth quarterly supplementary data for each of the years in the two-year period ended March 31, 2017:
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ACQUISITIONS (Tables) |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Business Acquisitions, by Acquisition | The acquisition-date fair value of the consideration transferred totaled $238,736, which consisted of the following:
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Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Social Point.
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Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Social Point.
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Business Acquisition, Pro Forma Information | The amounts of revenue and earnings of Social Point included in our Consolidated Statement of Operations from the acquisition date to the period ending March 31, 2017 are as follows:
The following represents the pro forma consolidated information (unaudited) as if Social Point had been included in our consolidated results for the entire years ending March 31, 2017 and 2016, and due to different fiscal period ends, combines the historical results of the Company for the year ended March 31, 2017 and 2016 and the historical results of Social Point for the years ended December 31, 2016 and 2015, respectively:
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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - WHOLLY OWNED LABELS (Details) |
12 Months Ended |
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Mar. 31, 2017
label
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Accounting Policies [Abstract] | |
Wholly owned labels | 2 |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - FIXED ASSETS (Details) |
12 Months Ended |
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Mar. 31, 2017 | |
Office equipment | |
Fixed assets | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Fixed assets | |
Estimated useful life | 5 years |
Leasehold improvements | |
Fixed assets | |
Estimated useful life | 7 years |
Minimum | Computer software | |
Fixed assets | |
Estimated useful life | 3 years |
Minimum | Computer equipment | |
Fixed assets | |
Estimated useful life | 3 years |
Maximum | Computer software | |
Fixed assets | |
Estimated useful life | 5 years |
Maximum | Computer equipment | |
Fixed assets | |
Estimated useful life | 5 years |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - INTANGIBLE ASSETS AND ADVERTISING (Details) - USD ($) |
12 Months Ended | ||
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Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
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Accounting Policies [Abstract] | |||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Advertising expense | $ 173,947,000 | $ 94,743,000 | $ 132,990,000 |
MANAGEMENT AGREEMENT (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
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Apr. 01, 2014 |
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
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Management Agreement | ||||
Stock-based compensation expense for non-employee awards | $ 29,573 | $ 26,652 | $ 24,449 | |
Zelnick Media Corporation | 2014 Management Agreement | ||||
Management Agreement | ||||
Annual management fee | $ 2,970 | |||
Consulting expense benefit | $ 7,722 | $ 7,722 | $ 7,737 | |
Zelnick Media Corporation | 2014 Management Agreement | Maximum | ||||
Management Agreement | ||||
Bonus per fiscal year based on the achievement of certain performance thresholds | $ 4,752 |
FAIR VALUE MEASUREMENTS - NARRATIVE (Details) - USD ($) $ in Thousands |
Jan. 31, 2017 |
Mar. 31, 2017 |
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1.00% Convertible Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.00% | |
Estimated fair value of convertible notes | $ 738,053 | |
Social Point | ||
Debt Instrument [Line Items] | ||
Contingent earn-out | $ 6,409 |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
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Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Forward contracts to sell foreign currencies | $ 177,549 | $ 54,529 | |
Forward contracts to purchase foreign currencies | 9,170 | 2,409 | |
Derivative instrument not designated as hedging instruments, gain (loss), net | $ 7,197 | $ 144 | $ 18,548 |
INVENTORY (Details) - USD ($) $ in Thousands |
Mar. 31, 2017 |
Mar. 31, 2016 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Finished products | $ 15,530 | $ 14,321 |
Parts and supplies | 793 | 1,567 |
Inventory | 16,323 | 15,888 |
Estimated product returns included in inventory | $ 529 | $ 527 |
FIXED ASSETS, NET (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Fixed assets | |||
Fixed assets, gross | $ 188,517 | $ 176,129 | |
Less: accumulated depreciation | 121,217 | 99,002 | |
Fixed assets, net | 67,300 | 77,127 | |
Depreciation expense | 30,629 | 28,800 | $ 21,057 |
Computer equipment | |||
Fixed assets | |||
Fixed assets, gross | 75,281 | 74,684 | |
Computer software | |||
Fixed assets | |||
Fixed assets, gross | 41,527 | 39,277 | |
Leasehold improvements | |||
Fixed assets | |||
Fixed assets, gross | 56,758 | 47,773 | |
Office equipment | |||
Fixed assets | |||
Fixed assets, gross | 5,843 | 6,344 | |
Furniture and fixtures | |||
Fixed assets | |||
Fixed assets, gross | $ 9,108 | $ 8,051 |
GOODWILL AND INTANGIBLE ASSETS, NET (Narrative) (Details) - USD ($) $ in Thousands |
Mar. 31, 2017 |
Jan. 31, 2017 |
---|---|---|
Social Point | In Process Research and Development | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible Assets | $ 14,827 | $ 14,700 |
GOODWILL AND INTANGIBLE ASSETS, NET (Amortization of Intangible Assets) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Capitalized software development costs and licenses | |||
Total amortization of intangible assets | $ 6,816 | $ 160 | $ 344 |
Cost of goods sold | |||
Capitalized software development costs and licenses | |||
Total amortization of intangible assets | 4,252 | 160 | 344 |
Selling and marketing | |||
Capitalized software development costs and licenses | |||
Total amortization of intangible assets | 1,497 | 0 | 0 |
Research and development | |||
Capitalized software development costs and licenses | |||
Total amortization of intangible assets | 989 | 0 | 0 |
Depreciation and amortization | |||
Capitalized software development costs and licenses | |||
Total amortization of intangible assets | $ 78 | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSETS, NET (Estimated Future Amortization) (Details) $ in Thousands |
Mar. 31, 2017
USD ($)
|
---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | |
2018 | $ 32,617 |
2019 | 21,672 |
2020 | 20,290 |
2021 | 12,354 |
2022 | $ 5,918 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands |
Mar. 31, 2017 |
Mar. 31, 2016 |
---|---|---|
Liabilities, Current [Abstract] | ||
Software development royalties | $ 492,133 | $ 414,492 |
Business reorganization (see Note 20) | 65,935 | 66,323 |
Compensation and benefits | 44,843 | 39,919 |
Licenses | 37,019 | 31,825 |
Deferred acquisition payments | 25,000 | 0 |
Marketing and promotions | 21,030 | 14,938 |
Other | 64,915 | 39,982 |
Accrued expenses and other current liabilities | $ 750,875 | $ 607,479 |
COMMITMENTS AND CONTINGENCIES - ANNUAL MINIMUM OBLIGATIONS (Details) $ in Thousands |
Mar. 31, 2017
USD ($)
|
---|---|
Operating Leases | |
2018 | $ 27,238 |
2019 | 32,325 |
2020 | 23,386 |
2021 | 20,117 |
2022 | 18,269 |
Thereafter | 77,987 |
Total | 199,322 |
Purchase Obligations | |
2018 | 38,243 |
2019 | 9,842 |
2020 | 4,200 |
2021 | 205 |
2022 | 54 |
Thereafter | 0 |
Total | 52,544 |
Convertible Notes Interest | |
2018 | 2,875 |
2019 | 1,438 |
2020 | 0 |
2021 | 0 |
2022 | 0 |
Thereafter | 0 |
Total | 4,313 |
Convertible Notes | |
2018 | 0 |
2019 | 268,149 |
2020 | 0 |
2021 | 0 |
2022 | 0 |
Thereafter | 0 |
Total | 268,149 |
2018 | 184,629 |
2019 | 415,638 |
2020 | 74,786 |
2021 | 38,604 |
2022 | 36,573 |
Thereafter | 81,237 |
Total | 831,467 |
Software Development and licensing | |
Unrecorded Unconditional Purchase Obligation | |
2018 | 103,726 |
2019 | 53,426 |
2020 | 34,450 |
2021 | 15,032 |
2022 | 15,000 |
Thereafter | 0 |
Total | 221,634 |
Marketing | |
Unrecorded Unconditional Purchase Obligation | |
2018 | 12,547 |
2019 | 50,458 |
2020 | 12,750 |
2021 | 3,250 |
2022 | 3,250 |
Thereafter | 3,250 |
Total | $ 85,505 |
COMMITMENTS AND CONTINGENCIES - CONTINGENT CONSIDERATION (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 19,545 | $ 18,032 | $ 18,120 |
COMMITMENTS AND CONTINGENCIES - SAVINGS PLANS AND INCOME TAXES (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Apr. 12, 2016 |
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Commitments and Contingencies Disclosure [Abstract] | ||||
Matching contribution expense incurred by the Company | $ 8,018 | $ 8,348 | $ 8,554 | |
Legal and Other Proceedings | ||||
Damages claimed | $ 150,000 |
INCOME TAXES - CURRENT INCOME TAX (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Components of (loss) income before income taxes | |||
Domestic | $ 86,050 | $ (94,174) | $ (126,582) |
Foreign | (9,085) | 55,824 | (146,298) |
Income (loss) before income taxes | 76,965 | (38,350) | (272,880) |
Current: | |||
U.S. federal | 19,271 | 792 | 2,773 |
U.S. state and local | 2,521 | 938 | (1,406) |
Foreign | (13,012) | (31,508) | 2,944 |
Total current income taxes | 8,780 | (29,778) | 4,311 |
Deferred: | |||
U.S. federal | 969 | 1,211 | 1,575 |
U.S. state and local | 2,395 | (231) | 72 |
Foreign | (2,482) | (1,250) | 632 |
Total deferred income taxes | 882 | (270) | 2,279 |
Provision (benefit from) for income taxes | $ 9,662 | $ (30,048) | $ 6,590 |
Reconciliation of effective tax rate to the U.S. statutory federal income tax rate | |||
U.S. federal statutory rate | 35.00% | 35.00% | 35.00% |
State and local taxes, net of U.S. federal benefit | 4.90% | 1.60% | 0.90% |
Tax amortization of goodwill | 1.30% | (3.20%) | (0.60%) |
Foreign tax rate differential(1) | (1.40%) | 25.80% | (12.10%) |
Foreign earnings | 5.50% | (3.70%) | (1.50%) |
Tax credits (2) | (45.80%) | 98.70% | (0.00%) |
Domestic production deduction | (2.50%) | (0.00%) | (0.00%) |
Valuation allowance—domestic | 10.10% | (77.80%) | (16.80%) |
Valuation allowance—foreign | 0.10% | 10.40% | (5.10%) |
Change in reserves | 2.90% | (7.00%) | (1.60%) |
Other | 2.40% | (1.40%) | (0.60%) |
Effective tax rate | 12.50% | 78.40% | (2.40%) |
- DEFERRED TAXES (Details) - USD ($) $ in Thousands |
Mar. 31, 2017 |
Mar. 31, 2016 |
---|---|---|
Deferred tax assets: | ||
Accrued compensation expense | $ 131,305 | $ 82,230 |
Equity Compensation | 25,048 | 22,446 |
Deferred revenue | 41,977 | 33,254 |
Domestic net operating loss carryforward | 4,495 | 28,811 |
Tax credit carryforward | 52,639 | 76,565 |
Foreign net operating loss carryforwards | 15,636 | 16,910 |
Business reorganization | 24,103 | 24,143 |
Sales returns and allowances (including bad debt) | 3,942 | 2,257 |
Deferred rent | 8,865 | 5,359 |
Other | 4,045 | 0 |
Total deferred tax assets | 312,055 | 291,975 |
Less: Valuation allowance | (184,085) | (170,574) |
Net deferred tax assets | 127,970 | 121,401 |
Deferred tax liabilities: | ||
Capitalized software and depreciation | (120,715) | (104,294) |
Convertible debt | (5,219) | (12,716) |
Intangible amortization | (38,068) | (8,306) |
Other | 0 | (896) |
Total deferred tax liabilities | (164,002) | (126,212) |
Net deferred tax liability | (36,032) | (4,811) |
Other long-term liabilities | ||
Deferred tax liabilities: | ||
Net deferred tax liability | $ (36,032) | $ (4,811) |
INCOME TAXES - UNCERTAIN TAX POSITIONS (Details) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Aggregate changes to the liability for gross uncertain tax position, excluding interest and penalties | |||
Balance, beginning of period | $ 52,799,000 | $ 40,591,000 | $ 23,536,000 |
Additions: | |||
Current year tax positions | 65,669,000 | 12,208,000 | 8,297,000 |
Prior year tax positions | 5,086,000 | 0 | 9,040,000 |
Reduction of prior year tax positions | 0 | 0 | 0 |
Lapse of statute of limitations | (7,469,000) | 0 | (256,000) |
Other, net | 0 | 0 | (26,000) |
Balance, end of period | 116,085,000 | 52,799,000 | 40,591,000 |
Increase in interest and penalties | 877,000 | 1,098,000 | $ 771,000 |
Gross amount of interest and penalties accrued | 4,090,000 | $ 3,213,000 | |
Possible decrease in unrecognized tax benefits | $ 31,000,000 |
STOCK-BASED COMPENSATION - 2009 PLAN (Details) - 2009 Plan - shares |
Mar. 31, 2017 |
Apr. 30, 2009 |
---|---|---|
Stock-based compensation | ||
Number of shares issuable | 28,609,000 | |
Number of new shares available for grant | 2,194,000 |
STOCK-BASED COMPENSATION - COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Stock-based compensation expense | |||
Stock-based compensation expense | $ 81,879 | $ 69,996 | $ 65,246 |
Capitalized stock-based compensation expense | 74,717 | 30,367 | 17,423 |
Cost of goods sold | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 21,056 | 15,323 | 17,121 |
Selling and marketing | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 9,963 | 9,425 | 8,798 |
General and administrative | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 42,908 | 40,322 | 33,636 |
Research and development | |||
Stock-based compensation expense | |||
Stock-based compensation expense | $ 7,952 | $ 4,926 | $ 5,691 |
STOCK-BASED COMPENSATION - 2014 MANAGEMENT AGREEMENT (Details) - 2014 Management Agreement - Zelnick Media Corporation - shares |
12 Months Ended | |||
---|---|---|---|---|
May 20, 2016 |
May 20, 2015 |
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Stock-based compensation | ||||
Granted (in shares) | 372,935 | 525,591 | 372,935 | 525,591 |
Time-based | ||||
Stock-based compensation | ||||
Granted (in shares) | 107,551 | 151,575 | ||
Market-based | ||||
Stock-based compensation | ||||
Granted (in shares) | 199,038 | 280,512 | ||
New IP | ||||
Stock-based compensation | ||||
Granted (in shares) | 33,174 | 46,752 | ||
Major IP | ||||
Stock-based compensation | ||||
Granted (in shares) | 33,172 | 46,752 | ||
Total-Performance-based | ||||
Stock-based compensation | ||||
Granted (in shares) | 66,346 | 93,504 |
SHARE REPURCHASE PROGRAM (Details) - USD ($) $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2014 |
May 31, 2015 |
Jan. 31, 2013 |
|
SHARE REPURCHASE | |||||
Repurchased common stock | $ 26,552 | ||||
Common Stock | Share Repurchase Program | |||||
SHARE REPURCHASE | |||||
Number of shares authorized to be repurchased | 7,500,000 | ||||
Additional number of shares authorized to be repurchased | 6,717,683 | ||||
Repurchased common stock (in shares) | 0 | 953,647 | 4,217,683 | ||
Repurchased common stock | $ 26,552 | $ 73,325 | |||
Commissions | $ 10 | $ 42 | |||
Shares repurchased under the share repurchase program | 5,171,330 | ||||
Number of shares of common stock remaining available for repurchase under the entity's share repurchase authorization | 9,046,353 |
SEGMENT AND GEOGRAPHIC INFORMATION - Narrative (Details) |
12 Months Ended |
---|---|
Mar. 31, 2017
segment
| |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
SEGMENT AND GEOGRAPHIC INFORMATION - REVENUE BY GEOGRAPHIC REGION (Detail)s - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
Jun. 30, 2016 |
Mar. 31, 2016 |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Net revenue by geographic region: | |||||||||||
Total net revenue | $ 571,555 | $ 476,474 | $ 420,167 | $ 311,552 | $ 377,206 | $ 414,221 | $ 346,974 | $ 275,297 | $ 1,779,748 | $ 1,413,698 | $ 1,082,938 |
United States | |||||||||||
Net revenue by geographic region: | |||||||||||
Total net revenue | 999,128 | 742,963 | 623,080 | ||||||||
Europe | |||||||||||
Net revenue by geographic region: | |||||||||||
Total net revenue | 515,696 | 449,577 | 322,645 | ||||||||
Asia Pacific | |||||||||||
Net revenue by geographic region: | |||||||||||
Total net revenue | 157,183 | 120,629 | 69,923 | ||||||||
Canada and Latin America | |||||||||||
Net revenue by geographic region: | |||||||||||
Total net revenue | $ 107,741 | $ 100,529 | $ 67,290 |
SEGMENT AND GEOGRAPHIC INFORMATION - REVENUE BY PRODUCT PLATFORM (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
Jun. 30, 2016 |
Mar. 31, 2016 |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Net revenue by product platform: | |||||||||||
Total net revenue | $ 571,555 | $ 476,474 | $ 420,167 | $ 311,552 | $ 377,206 | $ 414,221 | $ 346,974 | $ 275,297 | $ 1,779,748 | $ 1,413,698 | $ 1,082,938 |
Console | |||||||||||
Net revenue by product platform: | |||||||||||
Total net revenue | 1,440,724 | 1,167,623 | 881,516 | ||||||||
PC and other | |||||||||||
Net revenue by product platform: | |||||||||||
Total net revenue | $ 339,024 | $ 246,075 | $ 201,422 |
SEGMENT AND GEOGRAPHIC INFORMATION - REVENUE BY DISTRIBUTION CHANNEL (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
Jun. 30, 2016 |
Mar. 31, 2016 |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Net revenue by distribution channel: | |||||||||||
Net revenue | $ 571,555 | $ 476,474 | $ 420,167 | $ 311,552 | $ 377,206 | $ 414,221 | $ 346,974 | $ 275,297 | $ 1,779,748 | $ 1,413,698 | $ 1,082,938 |
Digital online | |||||||||||
Net revenue by distribution channel: | |||||||||||
Net revenue | 921,734 | 697,658 | 455,299 | ||||||||
Physical retail and other | |||||||||||
Net revenue by distribution channel: | |||||||||||
Net revenue | $ 858,014 | $ 716,040 | $ 627,639 |
INTEREST AND OTHER, NET (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Other Income and Expenses [Abstract] | |||
Interest expense, net | $ (21,700) | $ (29,239) | $ (29,901) |
Foreign currency exchange gain (loss) | 4,990 | (1,407) | (2,068) |
Other | 1,020 | 441 | 76 |
Interest and other, net | $ (15,690) | $ (30,205) | $ (31,893) |
BUSINESS REORGANIZATION (Details) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Mar. 31, 2017
USD ($)
location
|
Mar. 31, 2016
USD ($)
|
Mar. 31, 2015
USD ($)
|
|
Restructuring and Related Activities [Abstract] | |||
Reorganization expenses incurred | $ 0 | $ 71,285 | $ 0 |
Number of locations reorganized | location | 1 | ||
Number of locations closed | location | 2 | ||
Reorganizing amounts paid | $ 5,350 | 4,962 | |
Remaining accrual | $ 65,935 | $ 66,323 |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
Jun. 30, 2016 |
Mar. 31, 2016 |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 571,555 | $ 476,474 | $ 420,167 | $ 311,552 | $ 377,206 | $ 414,221 | $ 346,974 | $ 275,297 | $ 1,779,748 | $ 1,413,698 | $ 1,082,938 |
Gross profit (loss) | 256,657 | 165,399 | 214,562 | 120,171 | 167,749 | 156,360 | 203,034 | 72,682 | 756,789 | 599,825 | 288,071 |
(Loss) income from operations | 111,503 | (28,409) | 47,194 | (38,983) | 44,575 | (59,197) | 66,431 | (62,637) | 91,305 | (10,828) | (258,463) |
Net income (loss) | $ 99,280 | $ (29,842) | $ 36,432 | $ (38,567) | $ 46,399 | $ (42,413) | $ 54,735 | $ (67,023) | $ 67,303 | $ (8,302) | $ (279,470) |
Earnings (loss) per share: | |||||||||||
Basic earnings (loss) per share (in dollars per share) | $ 0.97 | $ (0.33) | $ 0.42 | $ (0.46) | $ 0.54 | $ (0.51) | $ 0.63 | $ (0.81) | $ 0.73 | $ (0.10) | $ (3.48) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.89 | $ (0.33) | $ 0.39 | $ (0.46) | $ 0.48 | $ (0.51) | $ 0.55 | $ (0.81) | $ 0.72 | $ (0.10) | $ (3.48) |
ACQUISITIONS - NARRATIVE (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Jan. 31, 2017 |
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Business Acquisition [Line Items] | ||||
Cash | $ 130,669 | $ 0 | $ 0 | |
Issuance of common stock in connection with acquisition (in shares) | 1,480,168 | |||
Required minimum employment period | 3 years | |||
Contingent consideration | 6,465 | |||
Social Point | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 175,000 | |||
Contingent earn out, cash and stock | 25,900 | |||
Consideration transferred | 238,736 | |||
Contingent earn-out | $ 6,409 | |||
Transaction costs | $ 1,915 | |||
Social Point | Social Point | ||||
Business Acquisition [Line Items] | ||||
Share based compensation, shares issued | 408,429.00 | |||
Award vesting period | 3 years | |||
Minimum | Social Point | ||||
Business Acquisition [Line Items] | ||||
Performance measurement period | 12 months | |||
Maximum | Social Point | ||||
Business Acquisition [Line Items] | ||||
Performance measurement period | 24 months |
ACQUISITIONS - ACQUISITION (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Jan. 31, 2017 |
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Business Acquisition [Line Items] | ||||
Cash | $ 130,669 | $ 0 | $ 0 | |
Contingent consideration | $ 6,465 | |||
Social Point | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 175,000 | |||
Common stock (1,071,739 shares) | 57,327 | |||
Contingent earn-out | 6,409 | |||
Total | $ 238,736 | |||
Issuance of common stock in connection with acquisition (in shares) | 1,071,739 |
ACQUISITIONS - OPERATING INFORMATION (Details) - Social Point $ in Thousands |
2 Months Ended |
---|---|
Mar. 31, 2017
USD ($)
| |
Business Acquisition [Line Items] | |
Net revenue | $ 2,903 |
Net loss | $ (8,789) |
ACQUISITIONS - PROFORMA INFORMATION (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Business Acquisition [Line Items] | ||
Net revenue | $ 1,815,233 | $ 1,429,634 |
Net income (loss) | $ 30,161 | $ (61,805) |
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