SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
February 10, 1997
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GT INTERACTIVE SOFTWARE CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-27338 13-3689915
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
16 East 40th Street, New York, NY 10016
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 726-6500
<PAGE>
Item 5. Other Events.
ANNOUNCEMENT OF THE COMPANY'S RESULTS OF OPERATIONS FOR THE QUARTER AND
THE YEAR ENDED DECEMBER 31, 1996
On February 10, 1997, GT Interactive Software Corp. (the "Company")
issued a press release reporting that for the year ended December 31, 1996, the
Company's net revenue was $365 million, a 56 percent increase over the previous
year. Net income for the full year was $25 million, or $0.38 per share. Since
the Company was a sub-chapter S corporation for part of the year ended December
31, 1995 and not a public company for the full year, net income and per share
full year comparisons are not available.
For the fourth quarter ended December 31, 1996, the Company reported
revenues of $135 million, a 30 percent increase over the same period in the
previous year. Net income for the quarter was $8.5 million, a 16.8 percent
decrease over the same period in the previous year. Net income per share for the
quarter was $0.13, compared to $0.16 for the same period in the previous year.
The press release also included the Company's unaudited Condensed
Consolidated Balance Sheets as of December 31, 1995 and 1996 (the "Condensed
Balance Sheets"), and Condensed Consolidated Statements of Operations for the
quarter and the year ended December 31, 1995 and for the quarter and the year
ended December 31, 1996 (the "Condensed Statements of Operations"). The
Condensed Balance Sheets and Condensed Statements of Operations are attached as
an exhibit hereto.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
- ----------- -----------
99.1 Unaudited Condensed Consolidated Balance Sheets as of
December 31, 1995 and 1996, and Condensed
Consolidated Statements of Operations for the quarter
and the year ended December 31, 1995 and for the
quarter and the year ended December 31, 1996
<PAGE>
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 thereunto duly authorized.
GT INTERACTIVE SOFTWARE CORP.
By: /s/ RONALD CHAIMOWITZ
---------------------
Ronald Chaimowitz
Chief Executive Officer and President
Date: February 11, 1997
<PAGE>
INDEX
Exhibit No. Description
- ----------- -----------
99.1 Unaudited Condensed Consolidated Balance Sheets as of
December 31, 1995 and 1996, and Condensed
Consolidated Statements of Operations for the quarter
and the year ended December 31, 1995 and for the
quarter and the year ended December 31, 1996
EXHIBIT 99.1
GT Interactive Software Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
December 31, December 31,
1995* 1996
------------------------- ------------------------
(in thousands)
<S> <C> <C>
Cash and short-term investments $ 93,694 $ 76,584
Receivables, net 84,810 95,941
Inventories, net 49,145 60,457
Other current assets 45,587 90,995
------------------------- ------------------------
Total current assets 273,236 323,977
Property and equipment, net 6,087 10,082
Other assets 22,318 33,052
------------------------- ------------------------
Total assets $ 301,641 $ 367,111
========================= ========================
Accounts payable $ 87,518 $ 107,842
Accrued liabilities 45,306 52,812
Other current liabilities 34,664 49,671
------------------------- ------------------------
Total current liabilities 167,488 210,325
Long-term liabilities 8,113 4,648
------------------------- ------------------------
Total liabilities 175,601 214,973
------------------------- ------------------------
Stockholders' equity 126,040 152,138
------------------------- ------------------------
Total liabilities and stockholders' equity $ 301,641 $ 367,111
========================= ========================
* The above information has been restated for the acquisition of WizardWorks Group,
Inc., Candel Inc. and Humongous Entertainment, Inc.
</TABLE>
<PAGE>
GT Interactive Software Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
For The Quarter
Ended December 31,
---------------------------------------------------------
1995* 1996
------------------------ -------------------------
(in thousands)
<S> <C> <C>
Net sales $ 104,060 $ 135,015
Cost of goods sold 60,830 84,348
Selling, general and administrative expenses 25,553 36,826
------------------------ -------------------------
Income before merger and other costs,
amortization of goodwill and income taxes 17,677 13,841
Merger and other costs ---- 1,024
Amortization of goodwill 277 273
Provision for income taxes 7,166 4,029
------------------------ -------------------------
Net income $ 10,234 $ 8,515
======================== =========================
Net income per share $ 0.13
Weighted average number of shares outstanding 66,391
For The Year
Ended December 31,
---------------------------------------------------------
1995* 1996
------------------------ -------------------------
(in thousands)
Net sales $ 234,461 $ 365,490
Cost of goods sold 138,662 214,580
Selling, general and administrative expenses 62,146 105,333
------------------------ -------------------------
Income before merger and other costs,
amortization of goodwill and income taxes 33,653 45,577
Merger and other costs ---- 3,718
Amortization of goodwill 567 1,092
Provision for income taxes 10,482 15,628
------------------------ -------------------------
Net income $ 22,604 $ 25,139
======================== =========================
Pro forma adjustment to income tax provision** 4,616
------------------------
Pro forma net income $ 17,988
========================
Net income per share $ 0.38
Weighted average number of shares outstanding 66,391
* The above information has been restated for the acquisition of WizardWorks Group,
Inc., Candel Inc. and Humongous Entertainment, Inc.
** Reflects the income tax provision that would have been provided had the
Company been a C Corporation for the entire period ended December 31,
1995.
</TABLE>
