UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2004
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-18813
THQ INC.
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware |
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13-3541686 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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|
|
|
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27001 Agoura Road |
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91301 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (818) 871-5000
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether
the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).
Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of January 28, 2005, there were 39,244,981 shares of common stock outstanding.
THQ INC. AND SUBSIDIARIES
INDEX
2
Part I – Financial Information
THQ INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
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|
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December 31, |
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March 31, |
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|
|
2004 |
|
2004 |
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||
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|
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
187,586 |
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$ |
247,237 |
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Short-term investments |
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14,337 |
|
5,802 |
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||
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Cash, cash equivalents and short-term investments |
|
201,923 |
|
253,039 |
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||
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Accounts receivable, net of allowances |
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218,507 |
|
59,088 |
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||
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Inventory |
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27,120 |
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22,303 |
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Licenses |
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10,138 |
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13,172 |
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Software development |
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50,589 |
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39,997 |
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Prepaid expenses and other current assets |
|
27,892 |
|
9,451 |
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Total current assets |
|
536,169 |
|
397,050 |
|
||
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Property and equipment, net |
|
22,729 |
|
17,468 |
|
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Licenses, net of current portion |
|
79,913 |
|
9,068 |
|
||
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Software development, net of current portion |
|
7,549 |
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9,798 |
|
||
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Deferred income taxes |
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— |
|
560 |
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Income taxes receivable |
|
7,589 |
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— |
|
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Goodwill, net |
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81,594 |
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59,399 |
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Long-term marketable securities |
|
9,457 |
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24,320 |
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Other long-term assets, net |
|
22,815 |
|
9,488 |
|
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TOTAL ASSETS |
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$ |
767,815 |
|
$ |
527,151 |
|
|
|
|
|
|
|
|
||
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LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ EQUITY |
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|
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Current liabilities: |
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|
|
|
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Accounts payable |
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$ |
45,044 |
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$ |
22,147 |
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Accrued liabilities |
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50,739 |
|
22,361 |
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Accrued payment to venture partner |
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7,105 |
|
746 |
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Accrued royalties |
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57,945 |
|
41,305 |
|
||
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Income taxes payable |
|
13,015 |
|
216 |
|
||
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Deferred income taxes |
|
473 |
|
642 |
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||
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Total current liabilities |
|
174,321 |
|
87,417 |
|
||
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Accrued liabilities, net of current portion |
|
2,000 |
|
— |
|
||
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Accrued royalties, net of current portion |
|
71,334 |
|
1,142 |
|
||
|
Deferred income taxes, net of current portion |
|
1,388 |
|
— |
|
||
|
Commitments and contingencies |
|
— |
|
— |
|
||
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Minority interest |
|
1,202 |
|
— |
|
||
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Stockholders’ equity: |
|
|
|
|
|
||
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Preferred stock, par value $0.01, 1,000,000 shares authorized |
|
— |
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— |
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Common stock, par value $0.01, 75,000,000 shares authorized; 39,234,708 and 38,166,978 shares issued and outstanding as of December 31, 2004 and March 31, 2004, respectively |
|
392 |
|
382 |
|
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Additional paid-in capital |
|
325,042 |
|
304,860 |
|
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Accumulated other comprehensive income |
|
14,408 |
|
8,302 |
|
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Retained earnings |
|
177,728 |
|
125,048 |
|
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Total stockholders’ equity |
|
517,570 |
|
438,592 |
|
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TOTAL LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ EQUITY |
|
$ |
767,815 |
|
$ |
527,151 |
|
See notes to consolidated financial statements.
3
THQ INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
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|
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For the Three Months Ended |
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For the Nine Months Ended |
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2004 |
|
2003 |
|
2004 |
|
2003 |
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Net sales |
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$ |
400,315 |
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