THQ 2004 Annual Report Download

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2004 ANNUAL REPORT
AN IMPRESSIVE YEAR
A PROMISING FUTURE

Table of contents

  • Page 1
    2 0 0 4 A N N UA L R E P O RT AN IMPRE SSIVE YEAR A PROMISING FUTURE

  • Page 2

  • Page 3
    ...-property license agreement with famed studios Disney and Pixar- was successfully launched in May 2003. A genuine crowd pleaser in more than 40 territories around the globe, Finding Nemo has achieved worldwide shipments in excess of five million units! And THQ's relationship with Disney and Pixar...

  • Page 4
    ... number of mass-market consumers who are playing video games as console prices become more affordable. THQ joining forces with WWEâ„¢ and JAKKS Pacific-it's a signature move that has generated more than a half a billion dollars in revenues for THQ since we acquired the license in 1999, making...

  • Page 5
    T H Q : 2 0 0 4 : A N N U A L R E P O RT 02:03

  • Page 6

  • Page 7
    ...three million units in fiscal 2004 alone! And since Heavy Iron Studios has taken control of the action, the franchise has earned its highest quality ratings ever. Currently, Heavy Iron Studios is in development on our next SpongeBob SquarePantsâ„¢ game-The SpongeBob SquarePantsâ„¢ Movie-scheduled to...

  • Page 8
    ... newest franchise, Tak and the Power of Juju. Representing the very first of its kind intellectual property, Tak was developed in conjunction with Nickelodeon with the expressed intent of migrating the brand from the video game space into television and other media. In fiscal 2004, THQ shipped more...

  • Page 9
    T H Q : 2 0 0 4 : A N N U A L R E P O RT 06:07

  • Page 10
    ... which went on to become one of the best-selling handheld titles of fiscal 2004. For fiscal 2005,THQ will go on to publish Sega's Sonic Advance 3, also for Game Boy® Advance. Finally, in an effort to reach an older demographic, Sony and Nintendo will both introduce new handheld devices by 2005-and...

  • Page 11
    NEW GAMES THE INCREDIBLES SONIC ADVANCE 3 NICKTOONS TM SCOOBY-DOO TM: Mystery Mayham The Incredibles © Disney/Pixar SCOOBY-DOO and all related characters and elements are trademarks of and © Hanna-Barbera. WBIE LOGO: TM & © Warner Bros. Entertainment Inc. T H Q : 2 0 0 4 : A N N U A L R E P...

  • Page 12
    ... supporting THQ Wireless' game platform server for hosting multiplayer games across multiple networks. And then, of course, there are games, entertainment and information services under development at THQ Wireless, including products based on major sports brands such as the NFL and NHL. THQ Wireless...

  • Page 13
    NEW GAMES SPONGEBOB SQUAREPANTS ™ MotoGP 2 HELLO KITTY ® T H Q : 2 0 0 4 : A N N U A L R E P O RT 10:11

  • Page 14
    ... new style of play-titles that capture both the escalating stakes of today's world as well as the action and excitement of tomorrow's. To that end and to increase our market share on PlayStation® 2, Xbox® and the PC in fiscal 2005, THQ will be publishing some of the most promising new properties...

  • Page 15
    Full Spectrum Warriorâ„¢ Developed for the U.S. Army as an actual training aid to reinforce Army doctrine, Full Spectrum Warrior hit the ground running as the most realistic portrayal of urban warfare utilizing tactical action game-play. It has garnered extremely high praise, including "Best of E3" ...

  • Page 16
    ... in a PC game, S.T.A.L.K.E.R.: Shadow of Chernobyl brings the foreboding post-nuclear disaster zone to life in the year 2012. Developed by GSC Gameworld in Kiev and powered by its highly acclaimed and proprietary X-Ray engine, this game provides a cornerstone to THQ's high-end PC strategy in fiscal...

  • Page 17
    The Punisher™ Based on the hugely popular Marvel comic book series and developed by THQ's Volition, Inc.®, The Punisher™ draws you deeper and deeper into a complex world of highly interactive environments that set this game apart. The Punisher™ is set for release on PlayStation® 2 and Xbox®...

  • Page 18
    ...000: Dawn of War™ In April 2004, THQ acquired acclaimed PC Real-Time-Strategy (RTS) developer, Relic® Entertainment, creaters of Warhammer 40,000: Dawn of War. Reinventing the genre, Warhammer 40,000: Dawn of War delivers the most visceral, frontline combat ever experienced in an RTS game-earning...

  • Page 19
    ...third-person action adventure game with fully-open design. As the alien, players are on a mission to infiltrate and destroy humanity, using such powers as hypnosis, mind reading and body snatching. The game received strong critical praise at E3 2004 and is scheduled for PlayStation® 2 and Xbox® in...

  • Page 20
    ... to the mass-market video game consumer with four titles posting sales in excess of one million units in fiscal 2004: Disney/Pixar's Finding Nemo, SpongeBob SquarePantsâ„¢: Battle for Bikini Bottomâ„¢, WWE SmackDown!â„¢: Here Comes The Painâ„¢ and Tak and the Power of Juju. Products based on each...

  • Page 21
    ... franchises in the entertainment software business today. With our leadership in mass-market brands and handheld gaming, our growing share of the core gamer market, our expanding internal studio operations and our growing PC and wireless businesses, THQ is one of the strongest and best positioned...

  • Page 22
    THQ INC. EXECUTIVE TEAM Brian J. Farrell Chairman, President and Chief Executive Officer Eric Doctorow Chief Operating Officer Jack D. Sorensen Executive Vice President Worldwide Studios Edward K. Zinser Executive Vice President and Chief Financial Officer

  • Page 23
    ...Worldwide Marketing Bill W. Goodmen Senior Vice President Human Resources and Administration James M. Kennedy Senior Vice President Business and Legal Affairs and Corporate Secretary Tiffany E. Ternan Senior Vice President North American Sales and Distribution Tim F. Walsh President THQ Wireless...

  • Page 24
    ... in the United Kingdom (Network Interactive Sports, Ltd.). (d) Includes a charge of $5.9 million, net of tax, related to a regular impaired asset review and also as a result of changing technology in the video game market.The charge consisted of costs associated with software development and related...

  • Page 25
    ...84 : Cautionary Statement Regarding Forward-Looking Statements About our Business Market for the Registrant's Common Equity and Related Stockholder Matters Selected Consolidated Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Independent Auditors...

  • Page 26
    ... Annual Report. Risks and uncertainties that may affect our future results include, but are not limited to, those discussed under the heading "Risk Factors". FOR MORE COMPLETE FINANCIAL INFORMATION, PLEASE REFER TO OUR ANNUAL REPORT ON FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION...

  • Page 27
    ...is expected to be released during the 2005 holiday season; Nickelodeon properties such as The Fairly OddParents and SpongeBob SquarePants; Hot Wheels; Power Rangers; Scooby-Doo; Sonic the Hedgehog; World Wrestling Entertainment ; as well as others. We also develop software based on brands created by...

  • Page 28
    ... the Sony PS2. XBOX Microsoft launched the Xbox console in North America in November 2001, in Japan in February 2002, and in Europe in March 2002. The Xbox video game system is a 128-bit DVD-based system. We have published and are currently developing several products for Xbox. GAMECUBE Nintendo...

  • Page 29
    ... March 2005(1) March 2005(2) March 2006(1) November 2004 Sony Microsoft PlayStation and PlayStation 2 Xbox Korea (3) (1) (2) (3) The PS2 Licensed Publisher Agreement provides for an automatic annual renewal unless either party terminates the agreement by January 31 of the applicable year. The...

  • Page 30
    ... Iron Studios' development of SpongeBob SquarePants and Scooby-Doo!. The products produced internally are designed and created by employees at our eight studios: Cranky Pants, Heavy Iron, Helixe, PCP&L, Rainbow, Relic Entertainment Inc. ("Relic"), THQ Australia Studios, and Volition. Our studios are...

  • Page 31
    ... The common stock is quoted on the NASDAQ National Market under the symbol "THQI." The following table sets forth, for the periods indicated, the high and low closing sales prices of our common stock as reported by the NASDAQ National Market: Closing Sales Prices High Low FISCAL 2004 (4/1/03 - 3/31...

  • Page 32
    ..., 2001 2000(d) 1999 Net sales Costs and expenses: Cost of sales License amortization and royalties Software development amortization Product development Selling and marketing Payment to venture partner General and administrative Total costs and expenses Income (loss) from operations Interest income...

  • Page 33
    ... United Kingdom (Network Interactive Sports, Ltd.). (d) Net income includes a charge of $5.9 million, net of tax related to a regular asset impairment review and also as a result of changing technology in the video game market. The charge consisted of costs associated with software development and...

  • Page 34
    ... to develop new original properties and core gamer titles as well, such as Full Spectrum Warrior, which was released in June 2004, as well as the upcoming titles S.T.A.L.K.E.R.: Shadow of Chernobyl, Warhammer ®40,000: Dawn of War, The Punisher and Destroy All Humans!. In addition to acquiring or...

  • Page 35
    ... for price protection, returns and doubtful accounts. We derive revenues from sales of packaged software for video game systems and personal computers and sales of software and services for wireless devices. Product revenue is recognized net of allowances for price protection and returns and...

  • Page 36
    ... our internal development teams. Capitalized software development is expensed to software development amortization at the higher of (i) the contractual rate based on actual net product sales or (ii) the ratio of current units sold to total projected units sold. When, in management's estimate, future...

  • Page 37
    ...that the useful lives of assets are shorter than we had originally estimated, and there are sufficient cash flows to support the carrying value of the assets, we accelerate the rate of depreciation charges in order to fully depreciate the assets over their new shorter useful lives. Income taxes . As...

  • Page 38
    ... development for "WWF"-branded games that we had been prevented from shipping pursuant to an action by the World Wide Fund for Nature against World Wrestling Entertainment, Inc. and a charge of $2.8 million, net of tax related to the discontinuation of our online joint venture in the United Kingdom...

  • Page 39
    ... sales of video games for PS2 increased for the fiscal year ended March 31, 2004 due to new releases of WWE SmackDown! Here Comes the Pain, Disney/Pixar's Finding Nemo, SpongeBob SquarePants: Battle for Bikini Bottom, MX Unleashed, Scooby-Doo! Mystery Mayhem and the launch of two new original brands...

  • Page 40
    ... ended March 31, 2004 also increased due to strong sales of Disney/Pixar's Finding Nemo. We expect net sales from GameCube products to increase moderately in fiscal 2005. HANDHELD PLATFORMS The second factor positively affecting net sales for fiscal 2004 was increase in sales for GBA, a handheld...

  • Page 41
    Net sales of video games for GBA primarily increased for the fiscal year ended March 31, 2004 due to strong sales of Disney/Pixar's Finding Nemo. Other significant releases for the year included: SpongeBob SquarePants: Battle for Bikini Bottom, Tak & The Power of Juju, Sonic Battle and Banjo Kazooie...

  • Page 42
    ... in North America net sales for the fiscal year ended March 31, 2004 as compared to the same period last year was due to: • the success of Disney/Pixar's Finding Nemo on all platforms; • the release of WWE SmackDown! Here Comes The Pain for PS2, WWE Raw 2 for Xbox, SpongeBob SquarePants: Battle...

  • Page 43
    ... of wireless net sales which carry little to no cost of sales. We expect improved operating margins in fiscal 2005 due to key releases of higher priced PC CD-ROM products, including Full Spectrum Warrior, S.T.A.L.K.E.R.: Shadow of Chernobyl, and Warhammer 40,000:Dawn of War. LICENSE AMORTIZATION...

  • Page 44
    ... other promotional support needed for such titles as WWE SmackDown! Here Comes The Pain, SpongeBob SquarePants Battle for Bikini Bottom, Sphinx and The Cursed Mummy, Splashdown: Rides Gone Wild, Tak and The Power of Juju and Disney/Pixar's Finding Nemo . We expect selling and marketing expenses to...

  • Page 45
    ... development for "WWF" -branded games that we had been prevented from shipping pursuant to an action by the World Wide Fund for Nature against World Wrestling Entertainment, Inc.; and (4) $2.8 million, net of tax related to the discontinuation of our online joint venture in the United Kingdom...

  • Page 46
    ... II, Scooby-Doo! Night of 100 Frights, SpongeBob SquarePants: Revenge of the Flying Dutchman, Summoner 2 and WWE SmackDown! Shut Your Mouth. Key titles for PS2 released in 2001 included WWF SmackDown! "Just Bring It", Red Faction and MX 2002 featuring Ricky Carmichael. Sony PlayStation Net Sales...

  • Page 47
    ... due to strong sales of Scooby-Doo! The Movie, Sonic Advance, SpongeBob SquarePants: Revenge of the Flying Dutchman and Star Wars Episode 2: Attack of the Clones. The increase was also due to the higher installed base of GBA hardware in 2002 compared to 2001. In total we released 31 GBA SKUs during...

  • Page 48
    .... The decrease in this expense as a percentage of net sales was primarily due to (i) the sale of key titles in 2002 that had lower royalty rates than the titles that were sold in 2001; and (ii) the sale of titles published by ValuSoft in 2002, which carry a lower mix of licensed PC CD-ROM products.

  • Page 49
    ... studios acquired or formed during fiscal 2001 and fiscal 2002: Rainbow, Outrage and Cranky Pants. We also increased the number of personnel in 2002 in our corporate product development department to support the increased number of SKUs under development. SELLING AND MARKETING Selling and marketing...

  • Page 50
    ... from sales of our packaged software for video game consoles, handheld game platforms, personal computers and wireless devices. Our principal uses of cash are product purchases of discs and cartridges, payments to developers, the costs of internal software development, selling and marketing expenses...

  • Page 51
    ... head of one of our development studios. The lease is for approximately 29,000 square feet of office space which is occupied by the development studio in Champaign, Illinois. Warrants. We are committed under a license agreement to issue a warrant to purchase a total of 160,000 shares of common stock...

  • Page 52
    ... property licenses could harm us • Defects in our game software could harm our reputation or decrease the market acceptance of our products. • Competition may lead to reduced sales of our products, reduced profits and reduced market share. For a discussion of these and other important risk...

  • Page 53
    ... to the short-term nature of the investments. The credit facility is based on variable interest rates. At March 31, 2004, we had outstanding letters of credit of $3.1 million. FOREIGN CURRENCY RISK We transact business in many different foreign currencies and may be exposed to financial market risk...

  • Page 54
    ... principles generally accepted in the United States of America. As discussed in Note 2 to the financial statements, the Company adopted Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets" effective January 1, 2002. DELOITTE & TOUCHE LLP Los Angeles, California...

  • Page 55
    ..., (In thousands, except per share data) 2004 2003 December 31, 2002 ASSETS Current assets: Cash and cash equivalents Short-term investments Cash, cash equivalents and short-term investments Accounts receivable, net of allowances Inventory Licenses Software development Deferred income taxes Income...

  • Page 56
    ..., except per share data) Year Ended March 31, 2004 Transition 2003 Years Ended December 31, 2002 2001 Net sales Costs and expenses: Cost of sales License amortization and royalties Software development amortization Product development Selling and marketing Payment to venture partner General and...

  • Page 57
    ...(Loss) Earnings Total (In thousands, except per share data) Balance at January 1, 2001 Exercise of warrants and options Issuance of common stock from secondary offering Issuance of common stock for Rainbow acquisition Stock compensation Tax benefit related to the exercise of employee stock options...

  • Page 58
    ... 1, 2003 Exercise of options Tax benefit related to the exercise of employee stock options Repurchase of common stock Stock compensation Comprehensive loss: Net loss Other comprehensive loss Foreign currency translation adjustment Unrealized loss on investments Reclassification adjustment for net...

  • Page 59
    ... Retained Shares Stock Paid-in Capital Income (Loss) Earnings Total (In thousands, except per share data) Balance at April 1, 2003 Exercise of options Issuance of warrants Repurchase of common stock Stock compensation Tax benefit related to the exercise of employee stock options Comprehensive...

  • Page 60
    ... licenses and software development Loss on disposal of property and equipment Stock compensation Tax benefit related to the exercise of employee stock options Deferred income taxes Other than temporary impairment on investments Write-off of Network Interactive Sports Ltd. Changes in operating assets...

  • Page 61
    ... $9.6 million in cash and issued approximately 167,000 shares of common stock as part of the purchase price of the assets of ValuSoft, Inc. (now referred to as "ValuSoft"), a publisher and developer of value-priced interactive entertainment and productivity software. The issuance increased common...

  • Page 62
    ...platforms in the video game market. We currently develop and publish titles primarily for Sony PlayStation 2, Microsoft Xbox, Nintendo GameCube, Nintendo Game Boy Advance, personal computers ("PCs") and wireless devices. Our titles span most major interactive entertainment software genres, including...

  • Page 63
    ... financial policies (generally 20-50% ownership), are accounted for by the equity method. All material intercompany balances and transactions have been eliminated in consolidation. Foreign Currency Translation. Assets and liabilities of foreign operations are translated at current rates of exchange...

  • Page 64
    ...-term assets. Our long-term marketable securities have a maturity due date of 1-2 years as of March 31, 2004. Fair Values of Financial Instruments. The carrying value of certain financial instruments, including cash and cash equivalents, short-term investments held to maturity, accounts receivable...

  • Page 65
    ... to anticipated sales after one year. Licenses are expensed to license amortization and royalties at the higher of (i) the contractual royalty rate based on actual net product sales or (ii) the ratio of current units sold to total projected units sold. When, in management's estimate, future cash...

  • Page 66
    Capitalized software development is expensed to software development amortization at the higher of (i) the contractual rate based on actual net product sales or (ii) the ratio of current units sold to total projected units sold. When, in management's estimate, future cash flows will not be ...

  • Page 67
    ... 769,000 new options. Accordingly, these disclosures include estimates about (1) the risk-free interest rate; (2) the expected life of the new stock options; and (3) the expected volatility of our common stock. The following table shows what our net income (loss) and earnings (loss) per share would...

  • Page 68
    ... determined using the Black-Scholes option pricing model utilizing the following assumptions: Year Ended March 31, 2004 Transition 2003 Years Ended December 31, 2002 2001 Dividend yield Anticipated volatility Weighted average risk-free interest rate Expected lives 0% 69% 2.60% 4 years 0% 73% 3.46...

  • Page 69
    ..., were outstanding but not included in the computation of diluted earnings (loss) per common share because the option exercise prices for these options were greater than the average market price per share of our common stock. Recently Issued Accounting Pronouncements. In December 2003, the Financial...

  • Page 70
    ... all the assets of ValuSoft, a publisher and developer of value-priced interactive entertainment and productivity software. The results of ValuSoft's operations have been included in the consolidated financial statements since that date. This acquisition has provided us with a channel for value...

  • Page 71
    ... of the following: Year Ended March 31, 2004 Transition 2003 Year Ended December 31, 2002 (In thousands) Beginning balance Provision for price protection, returns and doubtful accounts Actual deductions for price protection, returns and doubtful accounts Ending balance $ (43,406) $ (120,982) 111...

  • Page 72
    ... intangible assets. Other intangible assets are included in other long-term assets, net, except licenses and software development, which are reported separately in the accompanying balance sheets. Intangible assets are as follows: March 31, 2004 Intangible Assets (In Thousands) Useful Lives Gross...

  • Page 73
    ... holding gain (loss) on the investment in Yuke's Co., Ltd. was $1.1 million, ($1.0) million and $249,000, respectively. Under separate development agreements, Yuke's will create exclusively for us certain World Wrestling Entertainment wrestling games for the PlayStation 2 and GameCube. During 2002...

  • Page 74
    ...) for income taxes $ 19,397 A reconciliation of the provision (benefit) for income taxes at the federal statutory rate to the provision (benefit) recorded in the accompanying financial statements is as follows: Fiscal Year Ended March 31, 2004 Transition 2003 Years Ended December 31, 2002 2001 (In...

  • Page 75
    Deferred income taxes were: (In thousands) Federal March 31, 2004 State Foreign CURRENT Deferred income tax assets: Allowance for price protection, returns and doubtful accounts Accrued expenses State income taxes Other - net Total deferred income tax assets $ 8,697 1,653 687 703 11,740 $ 1,242 237...

  • Page 76
    ... Foreign Federal December 31, 2002 State Foreign CURRENT Deferred income tax assets: Allowance for price protection, returns and doubtful accounts Litigation reserve Accrued expenses Net operating loss Credits Other - net Total deferred income tax assets $ 9,756 - 2,814 - - 2,650 15,220 $ 906...

  • Page 77
    ... more than 15% is available for awards to the non-executive officers or general managers of our subsidiaries or divisions. As of March 31, 2004, 110,005 options were available for grant. The exercise price per share of all options granted under the plans in the years ended December 31, 2001 and 2002...

  • Page 78
    ... our stock option plans during the years ended December 31, 2002 and 2001 transition 2003, and the fiscal year ended March 31, 2004 are listed below. Share exercise prices for these options equal the market price of our common stock at the date of the grant except for options issued by Pacific Coast...

  • Page 79
    ... of Exercise Price Weighted Number Average Outstanding at Remaining March 31, 2004 Contractual Life Weighted Average Exercise Price $ 0.25...information about stock options exercisable at March 31, 2004: Shares Exercisable at March 31, 2004 Weighted Average Exercise Price Range of Exercise Price...

  • Page 80
    ... obtained from World Wrestling Entertainment, Inc. (the "WWE"). This agreement with JAKKS was amended in January 2002. Our relationship with JAKKS was established to develop, manufacture, distribute, market and sell video games, pursuant to the license from the WWE. The principal terms of this...

  • Page 81
    ...than such person or group) will be entitled to purchase, at the exercise price, the number of shares of common stock having a current market value equal to two times the exercise price of the Right. If we are acquired in a merger or other business combination, each holder of a Right will be entitled...

  • Page 82
    ... feet of office space which will be occupied by the development studio in Champaign, Illinois. Warrants. We are committed under a license agreement to issue a warrant to purchase a total of approximately 250,000 shares of common stock. At this time, the warrant terms related to this agreement are...

  • Page 83
    ... 2002 (unaudited) Net sales Costs and expenses: Cost of sales License amortization and royalties Software development amortization Product development Selling and marketing Payment to venture partner General and administrative Total costs and expenses Income (loss) from operations Interest income...

  • Page 84
    ... video game market. The following information sets forth geographic information on our sales and long-lived assets for the fiscal year ended March 2004, Transition 2003 and the years ended December 31, 2002 and 2001: (In thousands of dollars) North America United Kingdom Germany France Asia Pacific...

  • Page 85
    ... write-off of inventory and software development for "WWF"-branded games that we have been prevented from shipping pursuant to an action by the World Wide Fund for Nature against World Wrestling Entertainment, Inc. For the quarter ended March 31, 2003, net loss includes a charge of $1.8 million due...

  • Page 86
    ... property of World Wrestling Entertainment, Inc. © 2004 World Wrestling Entertainment, Inc. All Rights Reserved. Used under exclusive license by THQ/JAKKS Pacific, LLC. Disney/Pixar Finding Nemo. © Disney/Pixar. Licensed by THQ Inc. The Incredibles © Disney/Pixar. Full Spectrum Warrior™ © 2004...

  • Page 87
    [email protected] ANNUAL MEETING www.mcnultyco.com Deloitte & Touche LLP Los Angeles, California REGISTRAR AND TRANSFER AGENT Computershare Investor Services, LLC 2 North LaSalle Street Chicago, Illinois 60602 COMMON STOCK NASDAQ National Market Symbol:THQI Design: McNulty & Company August 6, 2004...

  • Page 88
    [email protected] ANNUAL MEETING www.mcnultyco.com Deloitte & Touche LLP Los Angeles, California REGISTRAR AND TRANSFER AGENT Computershare Investor Services, LLC 2 North LaSalle Street Chicago, Illinois 60602 COMMON STOCK NASDAQ National Market Symbol:THQI Design: McNulty & Company August 6, 2004...

  • Page 89
    THQ Inc. 27001 Agoura Road, Suite 325 , Calabasas Hills, CA 91301 www.thq.com