-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CAbgJfBSAXfx3KnOXgpheYXuQWgbHt7XqGIdc5gmNrBEF9mep+D6JDf5H74KjQwR 1dCpXIRHd1OyQU4QNlu0Ew== 0001170918-03-000603.txt : 20031117 0001170918-03-000603.hdr.sgml : 20031117 20031117135144 ACCESSION NUMBER: 0001170918-03-000603 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031114 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERPLAY ENTERTAINMENT CORP CENTRAL INDEX KEY: 0001057232 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330102707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24363 FILM NUMBER: 031007492 BUSINESS ADDRESS: STREET 1: 16815 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92606 BUSINESS PHONE: 9495536655 MAIL ADDRESS: STREET 1: 16815 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92606 8-K 1 fm8k-111403.txt FORM 8-K (11-14-2003) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 14, 2003 INTERPLAY ENTERTAINMENT CORP. (Exact name of registrant as specified in its charter) Delaware 0-24363 33-0102707 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 16815 Von Karman Avenue, Irvine, CA 92606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 553-6655 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release dated November 14, 2003, announcing financial results for the quarter ended September 30, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 14, 2003, Interplay Entertainment Corp. issued a press release announcing its financial results for the quarter ended September 30, 2003. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERPLAY ENTERTAINMENT CORP. November 17, 2003 /S/ HERVE CAEN ---------------------------------------- Herve Caen Chief Executive Officer and Interim Chief Financial Officer 3 EX-99 3 ex99-1_111403.txt EX-99.1 PRESS RELEASE (11-14-03) EXHIBIT 99.1 NEWSLEAD Contact: Luke Haase 231.932.0400 INTERPLAY ANNOUNCES THIRD QUARTER 2003 OPERATING RESULTS IRVINE, CA, November 14, 2003 -- Interplay Entertainment Corp. (OTC Bulletin Board: IPLY) ("Interplay") today reported operating results for the third quarter of 2003. For the third quarter ended September 30, 2003, Interplay reported a net loss of $2.2 million, or $.02 per basic and diluted common share, compared to a net loss of $1.8 million, or $.02 per basic and diluted common share, in the same period last year. Net revenues for the third quarter 2003 were $4.7 million versus $9.7 million in the same period a year ago, a decrease of 52 percent. The decrease in net revenues was mainly a result of delivering one new title gold master in North America in the 2003 period compared to delivering three new title gold masters in North America in the 2002 period. This was offset by releasing three titles, two of which had previously been released only in North America, in Europe in the 2003 period as compared to releasing one title in Europe in the 2002 period. Additionally, back catalog sales were lower in the 2003 period compared to the 2002 period. For the nine-month period ended September 30, 2003, Interplay reported a net loss of $2.0 million, or $.02 per basic and diluted common share, compared to a net income of $20.5 million, or $.25 per basic and diluted common share, in the same period last year. The decrease in net income from last year is mainly a result of recording a $28.8 million gain on the sale of Shiny Entertainment, Inc., a subsidiary, in the first nine months of last year. Net revenues for the nine-month period ended September 30, 2003 were $24.8 million versus $37.0 million in the same period a year ago, a decrease of 33 percent. Net revenues during the nine-month period ended September 30, 2003 included $15 million in revenue related to the sale of all future interactive entertainment publishing rights to the "Hunter: The Reckoning" franchise. Finally, operating loss decreased 73 percent from the prior year to $1.9 million in the nine-month period ended September 30, 2003 as compared to a $7.0 million operating loss in the 2002 period. Gross profit margin for the third quarter 2003 was 61 percent, compared to 41 percent in the third quarter of 2002. Gross profit margin was higher in the third quarter this year as compared to last year mainly due to a decrease in product returns and price concessions, lower cost of goods in the 2003 period as the only cost of goods Interplay incurs under the August 2002 agreement with Vivendi Universal Games, Inc. ("Vivendi") are expenses related to royalties due third parties and lower amortization of prepaid royalties on externally developed titles. Total operating expenses decreased 7 percent to $5.0 million from $5.4 million in the third quarter of this year as compared to the same period last year. The decrease in operating expenses is a result of lower personnel costs and general expenses, offset by an increase in advertising expense paid to Avalon Interactive Group Limited ("Avalon"), formally named Virgin Interactive Entertainment Limited. Gross profit margin for the nine-month period ended September 30, 2003 was 60 percent, compared to 44 percent in the same period of 2002. Gross profit margin was higher in the 2003 period as compared to the same period last year mainly due to a decrease in product returns and price concessions, lower cost of goods in the 2003 period as the only cost of goods Interplay incurs under the August 2002 agreement with Vivendi are expenses related to royalties due third parties and the gross profit margin realized from the $15 million in revenue related to the sale of all future interactive entertainment publishing rights to the "Hunter: The Reckoning" franchise. Total operating expenses decreased 28 percent to $16.7 million from $23.3 million in the first nine months of 2003 as compared to the same period last year. The decrease in operating expenses is a result of lower personnel costs and general expenses, the lack of advertising expense under the terms of the August 2002 distribution agreement with Vivendi and a decrease in advertising expense and overhead fees paid to Avalon. Net revenues by platform for the third quarter of 2003 were 64 percent PC, 34 percent console, and 2 percent OEM, royalties and licensing. On a geographic basis, North America accounted for 38 percent of total net revenues, international represented 60 percent, and OEM, royalty and licensing accounted for 2 percent. Interplay also confirmed that, although both titles will likely go gold before the end of the year, Fallout: Brotherhood of Steel and Baldur's Gate: Dark Alliance 2 may ship in January in some territories. Management added that this should not impact retail sell-through because management believes the beginning of the year tends to be less crowded with new releases, and new hardware owners following the holidays are often avid consumers of software. Assuming these titles go gold before the end of the year, Interplay's fourth quarter revenue recognition will be unaffected, based on the terms of the recently reinstated distribution agreement with Vivendi. About Interplay Entertainment Corp. Interplay Entertainment is a leading developer, publisher and distributor of interactive entertainment software for both core gamers and the mass market. Interplay develops games for personal computers as well as video game consoles, many of which have garnered industry accolades and awards. Interplay releases products through Interplay, Black Isle Studios and its distribution partners. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Statements contained in this release except for historical information are forward-looking statements that are based on current expectations and involve risks and uncertainties. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. The risks and uncertainties inherent in such statements may cause actual future events or results to differ materially and adversely from those described in the forward-looking statements. Examples of such forward-looking statements include, 2 among other things, future improvements in gross margin, operating expenditures, and product sales. Important factors that may cause actual future events or results to differ materially and adversely from those described in the forward-looking statements include (a) the success of company's future adventure and role playing games, (b) consumer reaction to Interplay's future games, (c) Interplay's ability to consistently and timely release profitable products and its ability to control costs, and (d) other factors discussed in Interplay's filings from time to time with the Securities and Exchange Commission, including but not limited to Interplay's annual report on Form 10-K for the fiscal year ended December 31, 2002 and Interplay's subsequent quarterly filings on Form 10-Q. Interplay disclaims any obligation to revise or update any forward-looking statements that may be made from time to time by it or on its behalf. INTERPLAY ENTERTAINMENT CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Nine Months Ended September 30, September 30, (unaudited) (unaudited) -------------------- -------------------- 2003 2002 2003 2002 -------- -------- -------- -------- (Dollars in thousands, except per share amounts) Net revenues ................... $ 4,727 $ 9,677 $ 24,758 $ 37,041 Cost of goods sold ............. 1,849 5,675 9,948 20,754 -------- -------- -------- -------- Gross profit ................. 2,878 4,002 14,810 16,287 Operating expenses Marketing and sales .......... 496 965 962 5,328 General and administrative ... 928 1,010 4,587 5,816 Product development .......... 3,555 3,460 11,124 12,161 -------- -------- -------- -------- Total operating expenses .. 4,979 5,435 16,673 23,305 -------- -------- -------- -------- Operating income (loss) ........ (2,101) (1,433) (1,863) (7,018) Other income (expense) ......... (88) (414) (126) (1,323) Gain on sale of Shiny .......... -- -- -- 28,781 -------- -------- -------- -------- Income (loss) before benefit for income taxes ............. $ (2,189) $ (1,847) $ (1,989) $ 20,440 -------- -------- -------- -------- Benefit for income taxes ....... $ -- $ -- $ -- $ 75 -------- -------- -------- -------- Net income (loss) .............. $ (2,189) $ (1,847) $ (1,989) $ 20,515 -------- -------- -------- -------- Cumulative dividend on participating preferred stock ........................ $ -- $ -- $ -- $ 133 -------- -------- -------- -------- Net income (loss) attributable to common stockholders ................. $ (2,189) $ (1,847) $ (1,989) $ 20,382 ======== ======== ======== ======== Net income (loss) per common share: Basic .......................... $ (0.02) $ (0.02) $ (0.02) $ 0.25 Diluted ........................ $ (0.02) $ (0.02) $ (0.02) $ 0.25 Weighted average number of common shares outstanding: Basic .......................... 93,856 93,138 93,851 80,365 Diluted ........................ 93,856 93,138 93,851 80,365 3 INTERPLAY ENTERTAINMENT CORP. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2003 2002 ASSETS (unaudited) --------- --------- Current Assets (Dollars in thousands) Cash .......................................... $ 7 $ 134 Trade receivables, net ........................ 2,462 2,676 Inventories ................................... 922 2,029 Prepaid licenses and royalties ................ 1,189 5,129 Other current assets .......................... 731 1,200 --------- --------- Total Current Assets ...................... 5,311 11,168 Property and Equipment, net ...................... 2,411 3,130 --------- --------- TOTAL ASSETS ..................................... $ 7,722 $ 14,298 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Current debt .................................. $ 1,442 $ 2,082 Accounts payable .............................. 12,046 17,720 Accrued expenses .............................. 10,152 8,426 --------- --------- Total Current Liabilities .................. 23,640 28,228 Commitments and Contingencies Stockholders' Deficit Common stock .................................. 94 94 Paid-in-capital ............................... 121,640 121,637 Accumulated deficit ........................... (137,782) (135,793) Accumulated other comprehensive income ........ 130 132 --------- --------- Total Stockholders' Deficit ................ (15,918) (13,930) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ...... $ 7,722 $ 14,298 ========= ========= INTERPLAY ENTERTAINMENT CORP. QUARTER END INFORMATION SHEET - 3 MONTHS ENDED - SEPTEMBER 30, 2003 AND 2002 (Dollars in thousands) (Unaudited) PERCENT INCREASE QUARTER ENDED (DECREASE) - -------------------------------------------------------------------------------- GEOGRAPHIC REVENUE MIX September 30, 2003 September 30, 2002 QUARTER Amount % of Total Amount % of Total - -------------------------------------------------------------------------------- North America ...... $ 1,808 38.2% $ 7,985 82.5% -77.4% International ...... 2,818 59.7% 1,153 11.9% 144.4% Oem, Royalty and Licensing ....... 101 2.1% 539 5.6% -81.3% - ---------------------------------------------------------------------------- TOTAL NET REVENUES ... $ 4,727 100.0% $ 9,677 100.0% -51.2% - ---------------------------------------------------------------------------- PERCENT INCREASE QUARTER ENDED (DECREASE) - ------------------------------------------------------------------------------- PLATFORM REVENUE MIX September 30, 2003 September 30, 2002 QUARTER Amount % of Total Amount % of Total - ------------------------------------------------------------------------------- PC ................. $ 3,009 63.7% $ 4,548 47.0% -33.8% Console ............ 1,617 34.2% 4,590 47.4% -64.8% Oem, Royalty and Licensing ....... 101 2.1% 539 5.6% -81.3% - ----------------------------------------------------------------------------- TOTAL NET REVENUES ... $ 4,727 100.0% $ 9,677 100.0% -51.2% - ----------------------------------------------------------------------------- QUARTER ENDED - ------------------------------------------------------------ NEW TITLES BY PLATFORM Q3-03 Q3-02 - ------------------------------------------------------------ PC ........................... 1 1 Console ...................... 0 2 - ------------------------------------------------------------ TOTAL NEW TITLES ............... 1 3 - ------------------------------------------------------------ 4 -----END PRIVACY-ENHANCED MESSAGE-----