THQ Reports Fiscal Second Quarter Results

November 4, 2009 4:15 PM EST

-- Improved Operating Results Driven by Focused Product Strategy and Cost Cutting Measures --

AGOURA HILLS, Calif.--(BUSINESS WIRE)-- THQ Inc. (NASDAQ: THQI) today announced financial results for the three months ended September 30, 2009.

For the fiscal second quarter ended September 30, 2009, THQ reported net sales of $101.3 million, compared with $164.8 million in the prior-year period. On a non-GAAP basis, for the three months ended September 30, 2009, the company reported net sales of $100.4 million, compared with $151.6 million a year ago. The company had no major product releases in the fiscal 2010 second quarter, and as a result, net sales were driven primarily by continued sales of previously released games.

For the three months ended September 30, 2009, the company reported a net loss of $5.6 million, or $0.08 per share, compared with a net loss of $115.3 million, or $1.73 per share, in the prior-year period. On a non-GAAP basis, for the three months ended September 30, 2009, the company reported a net loss of $25.2 million, or $0.37 per share, compared with a net loss of $30.4 million, or $0.46 per share, in the same quarter a year ago.

A reconciliation of non-GAAP to GAAP results is provided in the accompanying financial tables.

"THQ is now operating as a more focused, more efficient company," said Brian Farrell, THQ's president and CEO. "We continue to deliver highly rated hit titles such as UFC 2009 Undisputed and WWE SmackDown vs. Raw 2010. We believe we are well positioned this holiday with our strong mass-market line-up led by the highly rated WWE SmackDown vs. Raw 2010, and the latest version of our multi-million unit franchise MX vs. ATV Reflex. In addition, we have positioned THQ to take a leading role in emerging online platforms in Asia and the US."

In July 2009, THQ prevailed in arbitration and in August 2009, THQ reached a settlement with JAKKS Pacific, which established a 40% lower preferred return payment rate owed to JAKKS Pacific for video games sold under the WWE license from July 1, 2006 through December 31, 2009. Pursuant to the terms of the settlement agreement, the company paid $32.8 million of accrued venture partner expense to JAKKS Pacific for the period of July 1, 2006 through March 31, 2009. Also related to the settlement, the company reported a one-time benefit of $24.2 million in its GAAP financial results for the fiscal 2010 second quarter ending September 30, 2009.

Fiscal 2010 Second Quarter Highlights and Recent Developments

    --  THQ gained market share for the first nine months of calendar 2009,
        ranking as the #3 independent publisher in the US1 with a 5.4% share and
        the #4 independent publisher in Europe2 with a 4.5% share
    --  UFC(R) 2009 Undisputed(TM) is a top-five best selling Xbox 360(R) and
        PlayStation(R)3 game for the first nine months of calendar 2009,
        according to NPD
    --  THQ strengthened its balance sheet with the issuance of $100 million of
        5.00% convertible senior notes maturing in August 2014
    --  THQ advanced its online games strategy with the:
        o launch of Dragonica(TM) Online in North America;
        o launch of the public beta version of Company of Heroes(R) Online in
          China with Shanda Games; and
        o new partnership with Windysoft to bring Company of Heroes Online to
          South Korea
    --  THQ appointed Edward L. Kaufman as Executive Vice President of Business
        and Legal Affairs, and Corporate Secretary


1Source: The NPD Group

2Source: Chart-Track and GfK



Business Outlook

Fiscal Year Ending March 31, 2010

The company reaffirmed its expectation to report fiscal 2010 net sales higher than those reported in fiscal 2009, and to achieve profitability for fiscal 2010, on a non-GAAP basis. The full year non-GAAP outlook excludes the one-time benefit of $24.2 million from the JAKKS settlement.

The company reaffirmed its expectation that its fiscal 2010 year-end cash balance will be at least $50 million higher than at the end of fiscal 2009, excluding the $32.8 million settlement payment to JAKKS Pacific and the net proceeds from the $100 million convertible senior note offering.

Fiscal 2010 Second Half Net Sales

The company expects to report fiscal 2010 second half net sales similar to last year's second half, with fiscal 2010 third quarter net sales that are approximately 5-10% below the same period last year, and a stronger fiscal 2010 fourth quarter than the prior-year quarter.

Pursuant to THQ's product strategy, key releases scheduled for the third and fourth quarters of fiscal 2010 include:


Fiscal Third Quarter

Core Games                                Platforms

WWE(R) SmackDown(R) vs. Raw(R) 2010       Xbox 360, PlayStation 3, Wii(TM),
                                          Nintendo DS(TM),

                                          PlayStation(R)2, PSP(R)

MX vs. ATV(TM) Reflex                     Xbox 360, PlayStation 3, Nintendo DS,
                                          PSP

Kids, Family and Casual Games

All Star Cheer Squad(TM) 2                Wii

Disney Pixar's Cars Race-O-Rama           Xbox 360, PlayStation 3, Wii, Nintendo
                                          DS, PlayStation 2, PSP

Drawn to Life(R): The Next Chapter(TM)    Wii, Nintendo DS

Marvel(R) Super Hero Squad(TM)            Wii, Nintendo DS, PlayStation 2, PSP

SpongeBob Truth or Square                 Xbox 360, Wii, Nintendo DS, PSP

The Biggest Loser                         Wii, Nintendo DS

World of Zoo(TM)                          Wii, Nintendo DS, Windows PC

Online

Company of Heroes Online                  Online

Dragonica Online                          Online

Fiscal Fourth Quarter

Core Games                                Platforms

Darksiders(TM)                            Xbox 360, PlayStation 3

Metro 2033(TM)                            Xbox 360, Windows PC

Warhammer(R) 40,000(TM): Dawn of War      Windows PC
(TM) II -

Chaos Rising(TM)



Non-GAAP Financial Measures

In addition to results determined in accordance with GAAP, the company discloses certain non-GAAP financial measures that exclude the following:

    --  stock-based compensation expense,
    --  the impact of deferred revenue and related costs,
    --  business realignment expense,
    --  other-than-temporary impairment on investments and any subsequent
        realized gains on those investments, and mark-to-market adjustments on
        trading Auction Rate Securities,
    --  other material non-recurring charges and benefits, and
    --  related income tax effects for each of these items.

Beginning in fiscal 2010, for non-GAAP purposes, the company has adopted a fixed, long-term projected tax rate of 15% to evaluate its operating performance, as well as to forecast, plan and analyze future periods.

THQ may consider whether other significant non-recurring items that arise in the future should also be excluded in calculating the non-GAAP financial measures it uses.

The company excludes these expenses from its non-GAAP financial measures primarily because its management does not believe they reflect the company's core business, ongoing operating results or future outlook. THQ's management believes that the use of non-GAAP financial measures provides meaningful supplemental information regarding its financial condition and results of operations, and helps investors compare actual results to its long-term operating goals as well as to its performance in prior periods. The non-GAAP financial measures included in the earnings release have been reconciled to the comparable GAAP results in the accompanying tables, and should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.

In addition to the reasons stated above, which are generally applicable to each of the items THQ excludes from its non-GAAP financial measures, the company's management uses certain of the non-GAAP financial measures for the following reasons:

Stock-Based Compensation. THQ does not consider stock-based compensation charges when evaluating the performance of its business or formulating its operating plans. Stock-based compensation charges are subject to significant fluctuation outside the control of management due to the variables used to estimate the fair value of a share-based payment, such as THQ's stock price, interest rates and the volatility of the company's stock price. Further, when considering the impact of equity award grants, THQ places a greater emphasis on the use of such grants as retention tools for long-term stockholder value creation, as well as overall stockholder dilution, rather than the accounting charges associated with such grants.

Deferred Revenue/Costs. Beginning in fiscal 2008, the company began recognizing the revenue and related costs from the sale of certain titles for which the online service is determined to be a deliverable over the estimated online service period. Although the company defers the recognition of its net revenue and costs with respect to these titles, there is no adverse impact to its operating cash flow. Internally, THQ's management excludes the impact of deferred net revenue and costs related to packaged games when evaluating the company's operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team. The company believes that excluding the impact of deferred net revenue and related costs from its non-GAAP financial measures is important to facilitate comparisons to prior periods when the company did not defer the recognition of such amounts.

Business Realignment Expense. Although THQ has incurred business realignment expenses in the past, each charge has been a discrete, extraordinary event based on a unique set of business objectives. The company does not engage in business realignments on a regular basis or in the ordinary course of business. As such, the company believes it is appropriate to exclude these expenses from its non-GAAP financial measures.

Investor Conference Call

THQ will host a conference call to discuss fiscal 2010 second quarter results today at 2:00 p.m. Pacific/5:00 p.m. Eastern. Please dial 877.356.8075 domestic or 706.902.0203 international, conference ID 36220855 to listen to the call or visit the THQ Inc. Investor Relations Home page at http://investor.thq.com. The online archive of the broadcast will be available approximately two hours after the live call ends. In addition, a telephonic replay of the conference call will be provided approximately two hours after the live call ends through November 6, 2009, by dialing 800.642.1687, domestic, or 706.645.9291, international, conference ID 36220855.

About THQ

THQ Inc. (NASDAQ: THQI) is a leading worldwide developer and publisher of interactive entertainment software. Headquartered in Los Angeles County, California, THQ sells product through its global network of offices located throughout North America, Europe and Asia Pacific. More information about THQ and its products may be found at www.thq.com and www.thqwireless.com. THQ, All Star Cheer Squad 2, Company of Heroes, Darksiders, Drawn to Life: The Next Chapter, MX vs. ATV Reflex, World of Zoo and their respective logos are trademarks and/or registered trademarks of THQ Inc.

Microsoft, Xbox, Xbox 360, Xbox Live, the Xbox logos, and the Xbox Live logo are either registered trademarks or trademarks of Microsoft Corporation in the U.S. and/or other countries.

"PlayStation", "PS" Family logo and "PSP" are registered trademarks of Sony Computer Entertainment Inc.

Wii and Nintendo DS are trademarks of Nintendo.

All other trademarks are property of their respective owners.

This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, the company's expectations for the fiscal third quarter ending December 31, 2009, and the fiscal fourth quarter and year ending March 31, 2010, and for the company's product releases in future periods. These forward-looking statements are based on current expectations, estimates and projections about the business of THQ Inc. and its subsidiaries (collectively referred to as "THQ") and are based upon management's beliefs and certain assumptions made by management. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to, economic, competitive and technological factors affecting the operations, markets, products, services and pricing of THQ, and our ability to successfully implement our cost reduction plans. Unless otherwise required by law, THQ disclaims any obligation to update its view on any such risks or uncertainties or to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the risk factors and the information that could materially affect THQ's financial results, described in other documents that THQ files from time to time with the Securities and Exchange Commission, including its Quarterly Reports on Form 10-Q and its Annual Report on Form 10-K for the fiscal period ended March 31, 2009, and particularly the discussion of risk factors that may affect results of operations set forth therein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.


THQ Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

(in thousands, except per share data)

                             Three Months Ended         Six Months Ended

                             September 30,              September 30,

                             2009        2008           2009        2008

Net sales                    $ 101,290   $ 164,816      $ 344,791   $ 302,394

Cost of sales:

Product costs                  38,975      76,038         118,904     136,046

Software amortization and      24,191      39,512         69,227      66,512
royalties

License amortization and       14,619      20,007         45,915      32,931
royalties

Venture partner expense        (23,668 )   899            (22,425 )   2,354

Total cost of sales            54,117      136,456        211,621     237,843

Gross profit                   47,173      28,360         133,170     64,551

Operating expenses:

Product development            19,304      23,231         41,462      56,780

Selling and marketing          19,028      43,124         57,471      72,175

General and administrative     14,055      16,971         30,633      36,574

Restructuring                  870         --             2,522       --

Total operating expenses       53,257      83,326         132,088     165,529

Operating income (loss)        (6,084  )   (54,966  )     1,082       (100,978 )

Interest and other income,     290         (2,438   )     349         56
net

Income (loss) from
continuing operations before   (5,794  )   (57,404  )     1,431       (100,922 )
income taxes

Income taxes                   154         57,892         1,154       43,640

Income (loss) from             (5,948  )   (115,296 )     277         (144,562 )
continuing operations

Gain on sale of discontinued   --          --             --          2,042
operations, net of tax

Net income (loss) prior to
allocation of noncontrolling   (5,948  )   (115,296 )     277         (142,520 )
interest

Loss attributable to           378         36             562         36
noncontrolling interest

Net income (loss)            $ (5,570  ) $ (115,260 )   $ 839       $ (142,484 )
attributable to THQ Inc.

Earnings (loss) per share
attributable to THQ Inc. -
basic:

Continuing operations (1)    $ (0.08   ) $ (1.73    )   $ 0.01      $ (2.17    )

Discontinued operations        --          --             --          0.03

Earnings (loss) per share -  $ (0.08   ) $ (1.73    )   $ 0.01      $ (2.14    )
basic

Earnings (loss) per share
attributable to THQ Inc. -
diluted:

Continuing operations (1)    $ (0.08   ) $ (1.73    )   $ 0.01      $ (2.17    )

Discontinued operations        --          --             --          0.03

Earnings (loss) per share -  $ (0.08   ) $ (1.73    )   $ 0.01      $ (2.14    )
diluted

Shares used in per share       67,462      66,757         67,466      66,655
calculation - basic

Shares used in per share       67,462      66,757         67,745      66,655
calculation - diluted




(1) Based on amounts attributable to THQ Inc. (i.e., subsequent to the
allocation of noncontrolling interest).




THQ Inc. and Subsidiaries

Reconciliation of GAAP Net income (loss) to Non-GAAP Net income (loss) (a)

(in thousands, except per share data)

                             Three Months Ended         Six Months Ended
                             September 30,              September 30,

                             2009        2008           2009        2008

Net sales                    $ 101,290   $ 164,816      $ 344,791   $ 302,394

Changes in deferred net        (909    )   (13,192  )     (10,511 )   (29,696  )
revenue

Non-GAAP net sales           $ 100,381   $ 151,624      $ 334,280   $ 272,698

                             Three Months Ended         Six Months Ended
                             September 30,              September 30,

                             2009        2008           2009        2008

Operating income (loss)      $ (6,084  ) $ (54,966  )   $ 1,082     $ (100,978 )

Non-GAAP adjustments
affecting operating income
(loss)

JAKKS preferred return rate    (24,221 )   --             (24,221 )   --
reduction (b)

Changes in deferred net        (909    )   (13,192  )     (10,511 )   (29,696  )
revenue

Change in deferred cost of     102         9,433          5,281       20,030
sales (c)

Business realignment           352         669            2,828       4,196
expenses (c)

Stock-based compensation       768         4,534          3,702       8,856
and related costs (c)

Total non-GAAP adjustments
affecting operating income     (23,908 )   1,444          (22,921 )   3,386
(loss)

Non-GAAP operating loss      $ (29,992 ) $ (53,522  )   $ (21,839 ) $ (97,592  )

                             Three Months Ended         Six Months Ended
                             September 30,              September 30,

                             2009        2008           2009        2008

Net income (loss)            $ (5,570  ) $ (115,260 )   $ 839       $ (142,484 )
attributable to THQ Inc.

Non-GAAP adjustments:

Non-GAAP adjustments
affecting operating income     (23,908 )   1,444          (22,921 )   3,386
(loss)

Gain on sale of investments    (152    )   --             (640    )   --
(d)

Other-than-temporary           --          4,561          --          4,561
impairment on investments

Mark-to-market on trading      (234    )   --             (95     )   --
Auction Rate Securities (e)

Interest and other income,     (63     )   --             (63     )   --
net

Deferred tax asset
valuation allowance and        --          80,520         --          80,520
related tax

Income tax adjustments (f)     4,678       (1,705   )     4,498       (1,823   )

Non-GAAP net loss            $ (25,249 ) $ (30,440  )   $ (18,382 ) $ (55,840  )

Non-GAAP net loss per share  $ (0.37   ) $ (0.46    )   $ (0.27   ) $ (0.84    )
- diluted



Notes:


(a) See explanation above regarding the Company's practice on reporting non-GAAP
financial measures.

(b) Represents the one-time reduction in accrued joint venture partner expense
resulting from the settlement of the preferred return rate with JAKKS Pacific.

(c) See table below for further detail related to income statement
classification of these adjustments.

(d) Realized gains on sales of investments to the extent we had previously
excluded a related other-than-temporary impairment from non-GAAP amounts.

(e) Mark-to-market adjustment related to unrealized gains on trading Auction
Rate Securities (ARS), partially offset by related unrealized losses on a put
option received in connection with the ARS. This amount is recorded in "Interest
and other income, net."

(f) On April 1, 2009, the Company adopted a fixed, long-term projected tax rate
of 15% for the purposes of evaluating its operating performance, and to
forecast, plan and analyze future periods.



The following table provides further detail on the income statement classification of certain non-GAAP adjustments that impact cost and expenses:


                                        Three Months Ended    Six Months Ended
                                        September 30,         September 30,

                                        2009     2008         2009      2008

Change in deferred cost of sales:

Change in deferred product costs        $ (51  ) $ 3,366      $ 2,693   $ 7,268

Change in deferred software               153      6,067        2,588     12,762
amortization and royalties

Total change in deferred cost of sales  $ 102    $ 9,433      $ 5,281   $ 20,030

Stock-based compensation and related
costs:

Cost of sales - software amortization   $ 830    $ 1,152      $ 1,367   $ 1,728
and royalties (a)

Product development (a)                   (265 )   724          322       1,872

Selling and marketing (a)                 (33  )   866          64        1,681

General and administrative (a)            236      1,792        1,949     3,575

Total stock-based compensation and      $ 768    $ 4,534      $ 3,702   $ 8,856
related costs

Business realignment expenses:

Product development                     $ (508 ) $ 669        $ (253  ) $ 4,196

Selling and marketing                     4        --           497       --

General and administrative                (14  )   --           62        --

Restructuring                             870      --           2,522     --

Total realignment expenses              $ 352    $ 669        $ 2,828   $ 4,196



Notes:

(a) Stock-based compensation expense is net of the impact of the reversal of a portion of payroll tax accruals established in fiscal 2007 during our historical stock option grant investigation.


THQ Inc. and Subsidiaries

Unaudited Consolidated Balance Sheets

(in thousands)

                                                  September 30,    March 31,

                                                  2009             2009

ASSETS

Cash, cash equivalents and short-term investments $ 208,920        $ 140,662

Short-term investments, pledged                   27,786           --

Accounts receivable, net of allowances            7,321            60,444

Inventory                                         40,443           25,785

Licenses                                          25,816           45,025

Software development                              142,930          137,820

Deferred income tax                               7,234            6,112

Income taxes receivable                           5,315            903

Prepaid expenses and other current assets         46,703           27,441

Total current assets                              512,468          444,192

Property and equipment, net                       30,071           33,511

Licenses, net of current portion                  36,748           47,875

Software development, net of current portion      48,313           24,647

Deferred income taxes                             1,982            1,982

Long-term investments                             1,852            5,025

Long-term investments, pledged                    --               30,618

Other long-term assets, net                       14,317           10,479

TOTAL ASSETS                                      $ 645,751        $ 598,329

LIABILITIES AND EQUITY

Accounts payable                                  $ 44,355         $ 40,088

Accrued and other current liabilities             126,577          190,140

Secured credit lines                              18,419           24,360

Total current liabilities                         189,351          254,588

Convertible senior notes                          100,000          --

Other long-term liabilities                       21,852           33,503

Total liabilities                                 311,203          288,091

Total THQ Inc. stockholders' equity               331,912          307,040

Noncontrolling interest                           2,636            3,198

Total equity                                      334,548          310,238

TOTAL LIABILITIES AND EQUITY                      $ 645,751        $ 598,329




THQ Inc. and Subsidiaries

Unaudited Supplemental Financial Information

(in thousands)

             Three Months Ended GAAP                   Six Months Ended GAAP

             September 30, 2009  September 30, 2008    September 30, 2009  September 30, 2008

Platform
Revenue Mix

Consoles

Microsoft    $ 21,698   21.4  %  $ 19,978   12.1  %    $ 119,152  34.5  %  $ 40,107   13.3  %
Xbox 360

Nintendo       9,359    9.2        30,504   18.5         22,652   6.6        53,808   17.8
Wii

Sony
PlayStation    17,467   17.3       11,622   7.1          95,734   27.8       18,275   6.1
3

Sony
PlayStation    8,189    8.1        13,836   8.4          14,890   4.3        33,688   11.1
2

Other          --       --         62                    5                   115

               56,713   56.0       76,002   46.1         252,433  73.2       145,993  48.3

Handheld

Nintendo       19,842   19.6       48,585   29.5         39,862   11.6       75,875   25.1
Dual Screen

Sony
PlayStation    7,585    7.5        11,233   6.8          12,618   3.7        21,613   7.1
Portable

Wireless       2,779    2.7        6,231    3.8          6,974    2.0        11,378   3.8

Other          --       --         1,511    0.9          --                  3,130    1.0

               30,206   29.8       67,560   41.0         59,454   17.3       111,996  37.0

PC             14,371   14.2       21,254   12.9         32,904   9.5        44,405   14.7

Total Net    $ 101,290  100.0 %  $ 164,816  100.0 %    $ 344,791  100.0 %  $ 302,394  100.0 %
Sales

Geographic
Revenue Mix

Domestic     $ 56,471   55.8  %  $ 76,502   46.4  %    $ 218,785  63.5  %  $ 151,352  50.1  %

Foreign        44,819   44.2       88,314   53.6         126,006  36.5       151,042  49.9

Total Net    $ 101,290  100.0 %  $ 164,816  100.0 %    $ 344,791  100.0 %  $ 302,394  100.0 %
Sales




             Three Months Ended Non-GAAP               Six Months Ended Non-GAAP

             September 30, 2009  September 30, 2008    September 30, 2009  September 30, 2008

Platform
Revenue Mix

Consoles

Microsoft    $ 21,634   21.5  %  $ 10,016   6.6   %    $ 119,104  35.6  %  $ 17,537   6.4   %
Xbox 360

Nintendo       9,359    9.3        30,504   20.1         22,652   6.8        53,808   19.7
Wii

Sony
PlayStation    17,364   17.3       11,622   7.7          87,520   26.2       18,275   6.7
3

Sony
PlayStation    8,190    8.2        13,836   9.1          14,891   4.4        33,688   12.4
2

Other          --       --         62       0.1          5        --         115      0.1

               56,547   56.3       66,040   43.6         244,172  73.0       123,423  45.3

Handheld

Nintendo       19,842   19.8       48,585   32.0         39,862   11.9       75,875   27.8
Dual Screen

Sony
PlayStation    7,585    7.5        11,233   7.4          12,618   3.8        21,613   7.9
Portable

Wireless       2,779    2.8        6,231    4.1          6,974    2.1        11,378   4.2

Other          --       --         1,511    1.0          --       --         3,130    1.1

               30,206   30.1       67,560   44.5         59,454   17.8       111,996  41.0

PC             13,628   13.6       18,024   11.9         30,654   9.2        37,279   13.7

Total Net    $ 100,381  100.0 %  $ 151,624  100.0 %    $ 334,280  100.0 %  $ 272,698  100.0 %
Sales

Geographic
Revenue Mix

Domestic     $ 55,455   55.2  %  $ 69,272   45.7  %    $ 214,262  64.1  %  $ 136,379  50.0  %

Foreign        44,926   44.8       82,352   54.3         120,018  35.9       136,319  50.0

Total Net    $ 100,381  100.0 %  $ 151,624  100.0 %    $ 334,280  100.0 %  $ 272,698  100.0 %
Sales




    Source: THQ Inc.


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