<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
O R
[ ] 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 0-12699
ACTIVISION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2606438
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 OCEAN PARK BOULEVARD, SANTA MONICA CA 90405
(Address of principal executive offices) (Zip Code)
(310) 255-2000
(Registrant's telephone number, including area code)
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 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 [ X ] No [ ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court: Yes [ X ] No [ ]
The number of shares of the registrant's Common Stock outstanding as of
November 13, 1997 was 15,613,802.
<PAGE>
ACTIVISION, INC.
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 1997 (unaudited) and March 31, 1997 3
Condensed Consolidated Statements of Operations for
the quarters and six months ended September 30, 1997
and 1996 (unaudited) 4
Condensed Consolidated Statements of Cash Flows for the
six months ended September 30, 1997 and 1996 (unaudited) 5
Notes to Condensed Consolidated Financial Statements for
the quarter and six months ended September 30, 1997
(unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- - ----------------------------
ACTIVISION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
September 30, March 31,
1997 1997
------------ ---------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 10,286 $ 17,639
Accounts receivable, net of allowances
of $7,153 and $6,468 respectively 38,920 36,367
Inventories, net 5,306 4,520
Prepaid software and license royalties 8,444 6,559
Other current assets 2,632 1,222
Deferred income taxes 4,279 1,493
--------- ---------
Total current assets $ 69,867 $ 67,800
Property and equipment, net 9,360 5,090
Deferred income taxes 4,665 4,212
Other assets 246 255
Excess purchase price over identifiable
assets acquired, net 17,934 18,313
--------- ---------
Total assets $ 102,072 $ 95,670
--------- ---------
--------- ---------
LIABILITIES
Current liabilities:
Current portion of note payable to bank $ 423 $ -
Accounts payable 8,719 7,054
Accrued expenses 10,625 7,808
--------- ---------
Total current liabilities 19,767 14,862
Note payable to bank 959 -
Other liabilities 189 -
---------- ---------
Total liabilities 20,915 14,862
---------- ---------
Commitments and contingencies
Shareholders' equity:
Common stock, $.000001 par value,
50,000,000 shares
authorized, 16,089,941 and 15,684,895
shares issued
and 15,589,941 and 15,184,895
outstanding, respectively - -
Additional paid-in capital 82,806 78,484
Retained earnings 4,032 7,815
Cumulative foreign currency translation (403) (213)
Less: Treasury stock, cost of 500,000
shares (5,278) (5,278)
---------- ---------
Total shareholders' equity 81,157 80,808
---------- ---------
Total liabilities and shareholders' equity $ 102,072 $ 95,670
---------- ---------
---------- ---------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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ACTIVISION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT INCOME (LOSS) PER SHARE DATA)
(Unaudited)
<TABLE>
<CAPTION>
Quarter ended Six months ended
September 30, September 30,
--------------------------- -----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net revenues $ 31,915 $ 19,175 $ 39,972 $ 26,196
Cost of goods sold 11,218 5,712 15,493 7,221
--------- ---------- ---------- ---------
Gross profit 20,697 13,463 24,479 18,975
--------- ---------- ---------- ---------
Operating expenses:
Product development 7,550 4,607 13,918 9,154
Sales and marketing 7,781 5,406 12,400 9,047
General and administrative 1,746 1,360 3,141 2,589
Amortization of intangible assets 305 321 611 642
--------- ---------- ---------- ---------
Total operating expenses 17,382 11,694 30,070 21,432
--------- ---------- ---------- ---------
Operating income (loss) 3,315 1,769 (5,591) (2,457)
Other income:
Interest, net 81 244 229 556
--------- ---------- ---------- ---------
Income (loss) before income tax provision (benefit) 3,396 2,013 (5,362) (1,901)
Income tax provision (benefit) 1,290 677 (2,005) (606)
--------- ---------- ---------- ---------
Net income (loss) $ 2,106 $ 1,336 $ (3,357) $ (1,295)
--------- ---------- ---------- ---------
--------- ---------- ---------- ---------
Net income (loss) per share $ 0.13 $ 0.09 $ (0.22) $ (0.09)
--------- ---------- ---------- ---------
--------- ---------- ---------- ---------
Number of shares used in computing
net income (loss) per share 16,117 15,591 15,372 14,884
--------- ---------- ---------- ---------
--------- ---------- ---------- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
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ACTIVISION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
(IN THOUSANDS)
INCREASE (DECREASE) IN CASH
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,357) $(1,295)
Adjustments to reconcile net loss to net
cash used in operating activities:
Deferred income taxes (2,718) (582)
Depreciation and amortization 1,800 1,587
Change in assets and liabilities:
Accounts receivable (2,553) (3,761)
Inventories (786) (616)
Prepaid software and license royalties (1,454) (2,767)
Prepaid expenses and other current assets (1,401) (300)
Other assets -- 3
Accounts payable 1,665 1,409
Accrued liabilities 2,817 (543)
Other liabilities 189 (10)
------- -------
Net cash used in operating activities (5,798) (6,875)
------- -------
Cash flows from investing activities:
Capital expenditures (5,309) (1,802)
Purchase of Take Us! Marketing & Consulting GmbH (246) --
Adjustment for effect of pooling on prior periods (143) --
------- -------
Net cash used in investing activities (5,698) (1,802)
------- -------
Cash flows from financing activities:
Proceeds from issuance and exercise of common
stock options and warrants 2,721 707
Proceeds from employee stock purchase plan 230 --
Proceeds from note payable to bank 1,382 --
------- -------
Net cash provided by financing activities 4,333 707
------- -------
Effect of exchange rate changes on cash (190) 30
------- -------
Net decrease in cash and cash equivalents (7,353) (7,940)
------- -------
Cash and cash equivalents at beginning of period 17,639 25,288
------- -------
Cash and cash equivalents at end of period $10,286 $17,348
------- -------
------- -------
Non-cash investing activities:
Stock issued in exchange for licensing rights $ 431 $ 822
Tax benefit derived from stock option exercises 521 --
Stock issued in purchase of Take Us! Marketing &
Consulting GmbH 136 --
Supplemental cash flow information:
Cash paid for income taxes $ 250 $ --
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
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ACTIVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of Activision, Inc. and its subsidiaries. The information furnished
is unaudited and reflects all adjustments which, in the opinion of
management, are necessary to provide a fair statement of the results for the
interim periods presented. The financial statements should be read in
conjunction with the financial statements included in the Company's Annual
Report on Form 10-K for the year ended March 31, 1997.
Certain amounts in the condensed consolidated financial statements have
been reclassified to conform with the current period's presentation. These
reclassifications had no impact on previously reported working capital or
results of operations.
2. INVENTORIES
Inventories, net comprise (amounts in thousands):
SEPTEMBER 30, MARCH 31,
1997 1997
-------- --------
Finished goods $ 3,397 $ 3,358
Purchased parts and components 1,909 1,162
-------- --------
$ 5,306 $ 4,520
-------- --------
-------- --------
3. SOFTWARE DEVELOPMENT COSTS
Statement of Financial Accounting Standard No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed,"
provides for the capitalization of certain software development costs once
technological feasibility is established. The capitalized costs are then
amortized on a straight-line basis over the estimated product life, or on the
ratio of current revenues to total projected revenues, whichever is greater.
The software development costs that have been capitalized to date have been
immaterial.
4. REVENUE RECOGNITION
Product Sales: The Company recognizes revenues from the sale of its
products upon shipment. Subject to certain limitations, the Company permits
customers to obtain exchanges within certain specified periods and provides
price protection on certain unsold merchandise. Revenues from product sales
are reflected net of the allowance for returns and price protection.
Software Licenses: For those license agreements which provide the
customers the right to multiple copies in exchange for guaranteed amounts,
revenues are recognized at delivery of the product master or the first copy.
Per copy royalties on sales which exceed the guarantee are recognized as
earned.
5. AMORTIZATION OF INTANGIBLE ASSETS
Effective April 1, 1992, the Disc Company, Inc. ("TDC"), a Delaware
corporation and a wholly-owned subsidiary of International Consumer
Technologies Corporation, was merged with and into the Company, with the
Company as the surviving corporation. The excess of the purchase price over
the estimated fair values of the net assets acquired was recorded as an
intangible asset in the amount of $24,417,000. This intangible asset is
being amortized on a straight-line basis over a 20 year period. Amortization
was approximately $305,000 for each of the quarters ended September 30, 1997
and 1996 and $611,000 for each of the six month periods ended September 30,
1997 and 1996. The Company systematically evaluates current and expected
cash flow from operations on a non-discounted basis for the purpose of
assessing the recoverability of recorded intangible assets. Some of the
factors considered in this evaluation include operating results, business
plans, budgets and economic projections. Should such factors indicate that
recoverability might be impaired, the Company would appropriately adjust the
recorded amount of the intangible asset and/or the period over which the
recorded intangible asset is amortized.
6
<PAGE>
ACTIVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
6. ACQUISITION OF RAVEN SOFTWARE CORPORATION
On August 26, 1997 the Company acquired Raven Software Corporation
("Raven") in exchange for 1,040,000 shares of its common stock. The
acquisition has been accounted for as a pooling of interests. Raven was
accounted for as an immaterial pooling, and the Company's operating results
were not restated for periods prior to April 1, 1997 for this transaction.
However, the shares issued in the transaction were significant and weighted
average shares outstanding and net income (loss) per share data were
retroactively restated for the effect of the Raven acquisition. Net revenues
and net loss for Raven for the period April 1, 1997 to August 26, 1997 were
$7,000 and $823,000, respectively.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING ITEM 2 ("MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"),
CONTAINS FORWARD LOOKING STATEMENTS REGARDING FUTURE EVENTS OR THE FUTURE
FINANCIAL PERFORMANCE OF THE COMPANY THAT INVOLVE CERTAIN RISKS AND
UNCERTAINTIES DISCUSSED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K UNDER
"CERTAIN CAUTIONARY INFORMATION" ON PAGES 4 TO 8 OF SUCH REPORT. ACTUAL
EVENTS OR THE ACTUAL FUTURE RESULTS OF THE COMPANY MAY DIFFER MATERIALLY FROM
ANY FORWARD LOOKING STATEMENT DUE TO SUCH RISKS AND UNCERTAINTIES.
OVERVIEW
The Company is a diversified international publisher and developer of
interactive entertainment software. The Company currently focuses its
publishing and development efforts on PC-CD products and products designed
for the Sony PlayStation console system. In selecting titles for acquisition
or development, the Company pursues a balance between internally and
externally developed titles, products based on proven technology and those
based on newer technology, and PC-CD and console products. Activision
distributes its products worldwide through its direct sales force and through
third party distributors and licensees.
The Company recognizes revenue from the sale of its products upon
shipment. Subject to certain limitations, the Company permits customers to
obtain exchanges within certain specified periods and provides price
protection on certain unsold merchandise. Revenue from product sales is
reflected after deducting the allowance for returns and price protection.
With respect to license agreements which provide customers the right to
multiple copies in exchange for guaranteed amounts, revenue is recognized
upon delivery of the product master or the first copy. Per copy royalties on
sales which exceed the guarantee are recognized as earned.
Cost of goods sold related to console, PC and OEM net revenues represents
the manufacturing and related costs of computer software and console games.
Manufacturers of the Company's computer software are located worldwide and
are readily available. Console CDs and cartridges are manufactured by the
respective video game console manufacturers, Sony, Sega and Nintendo, who
often require significant lead time to fulfill the Company's orders. Also
included in cost of goods sold is the royalty expense related to amounts due
developers, product owners and other royalty participants as a result of
product sales. Various contracts are maintained with developers, product
owners or other royalty participants which state a royalty rate, territory
and term of agreement, among other items. Royalties and license fees prepaid
in advance of a product's release are capitalized. Upon a product's release,
prepaid royalties and license fees are charged to cost of goods sold based on
the contractual royalty rate. Management evaluates the future realization of
prepaid royalties quarterly and charges to cost of goods sold any amounts
that management deems unlikely to be amortized at the contract royalty rate
through product sales.
Product development costs are accounted for in accordance with accounting
standards which provide for the capitalization of certain software
development costs once technological feasibility is established. The
capitalized costs are then amortized on a straight-line basis over the
estimated product life or on the ratio of current revenues to total projected
revenues, whichever is greater. The software development costs that have been
capitalized to date have been immaterial.
The following tables set forth certain consolidated statements of
operations data for the periods indicated as a percentage of total net
revenues and also breaks down net revenues by territory, platform and
channel:
8
<PAGE>
<TABLE>
<CAPTION>
Quarter Ended September 30, Six Months Ended September 30,
-------------------------------------- ------------------------------------------
1997 1996 1997 1996
------------------- ----------------- -------------------- --------------------
% of Net % of Net % of Net % of Net
Amount Revenues Amount Revenues Amount Revenues Amount Revenues
--------- ------- -------- ------ --------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues $31,915 100.0% $19,175 100.0% $39,972 100.0% $26,196 100.0%
Cost of goods sold 11,218 35.1% 5,712 29.8% 15,493 38.8% 7,221 27.6%
--------- ------- -------- ------ --------- ------- -------- -------
Gross profit 20,697 64.9% 13,463 70.2% 24,479 61.2% 18,975 72.4%
--------- ------- -------- ------ --------- ------- -------- -------
Operating expenses:
Product development $ 7,550 23.7% $ 4,607 24.0% $13,918 34.8% $ 9,154 34.9%
Sales and marketing 7,781 24.4% 5,406 28.2% 12,400 31.0% 9,047 34.5%
General and administrative 1,746 5.4% 1,360 7.1% 3,141 7.9% 2,589 9.9%
Amortization of intangible assets 305 1.0% 321 1.7% 611 1.5% 642 2.5%
--------- ------- -------- ------ --------- ------- -------- -------
Total operating expenses 17,382 54.5% 11,694 61.0% 30,070 75.2% 21,432 81.8%
--------- ------- -------- ------ --------- ------- -------- -------
Operating income (loss) 3,315 10.4% 1,769 9.2% (5,591) -14.0% (2,457) -9.4%
Other income 81 0.2% 244 1.3% 229 0.6% 556 2.1%
--------- ------- -------- ------ --------- ------- -------- -------
Income before income tax provision
(benefit) 3,396 10.6% 2,013 10.5% (5,362) -13.4% (1,901) -7.3%
Income tax provision (benefit) 1,290 4.0% 677 3.4% (2,005) -5.0% (606) -2.3%
--------- ------- -------- ------ --------- ------- -------- -------
Net income (loss) $ 2,106 6.6% $ 1,336 7.1% $(3,357) -8.4% $(1,295) -5.0%
--------- ------- -------- ------ --------- ------- -------- -------
--------- ------- -------- ------ --------- ------- -------- -------
NET REVENUES BY TERRITORY:
North America $ 20,164 63.2% $14,688 76.6% $25,139 62.9% $20,161 77.0%
Europe 7,815 24.4% 2,016 10.5% 9,680 24.2% 2,739 10.5%
Japan 421 1.3% 967 5.1% 595 1.5% 1,251 4.7%
Australia and Pacific Rim 2,634 8.3% 1,267 6.6% 3,399 8.5% 1,737 6.6%
Latin America 881 2.8% 237 1.2% 1,159 2.9% 308 1.2%
--------- ------- -------- ------ --------- ------- -------- -------
$ 31,915 100.0% $ 19,175 100.0% $39,972 100.0% $26,196 100.0%
--------- ------- -------- ------ --------- ------- -------- -------
--------- ------- -------- ------ --------- ------- -------- -------
NET REVENUES BY PLATFORM:
Console $ 3,797 11.9% $ 2,270 11.8% $ 3,797 9.5% $ 2,323 8.9%
PC 28.118 88.1% 16,905 88.2% 36,175 90.5% 23,873 91.1%
--------- ------- -------- ------ --------- ------- -------- -------
$ 31,915 100.0% $ 19,175 100.0% $39,972 100.0% $26,196 100.0%
--------- ------- -------- ------ --------- ------- -------- -------
--------- ------- -------- ------ --------- ------- -------- -------
NET REVENUES BY CHANNEL:
Retailer/Reseller $ 25,721 80.6% $15,847 82.6% $29,304 73.3% $18,461 70.5%
OEM 3,579 11.2% 2,799 14.6% 7,350 18.4% 6,292 24.0%
Licensiing, on-line and other 2,615 8.2% 529 2.8% 3,318 8.3% 1,443 5.5%
--------- ------- -------- ------ --------- ------- -------- -------
$ 31,915 100.0% $ 19,175 100.0% $39,972 100.0% $26,196 100.0%
--------- ------- -------- ------ --------- ------- -------- -------
--------- ------- -------- ------ --------- ------- -------- -------
</TABLE>
RESULTS OF OPERATIONS
NET REVENUES
Net revenues for the quarter ended September 30, 1997 increased 66.4% from
the same period last year, from $19.2 million to $31.9 million. This
increase was attributable to a 37.3% increase in net revenues in North
America from $14.7 million to $20.2 million, a 287.6% increase in net
revenues in Europe from $2.0 million to $7.8 million, and a 107.9% increase
in net revenues in the Australian and Pacific Rim territories from $1.3
million to $2.6 million.
Net revenues for the six months ended September 30, 1997 increased 52.6%
from the same period last year, from $26.2 million to $40.0 million. This
increase was attributable to a 24.7% increase in net revenues in North
America from $20.1 million to $25.1 million, a 253.4% increase in net
revenues in Europe from $2.7 million to $9.7 million and a 95.7% increase in
net revenues in the Australian and Pacific Rim territories from $1.7 million
to $3.4 million.
9
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The overall increase in net revenues and the increases in net revenues in
the specific territories for the quarter and six month periods were due to
the initial release of HEXEN II (Windows 95), DARK REIGN: THE FUTURE OF WAR
(Windows 95), CAR & DRIVER'S GRAND TOUR RACING 1998 (Playstation) and
TWINSEN'S ODYSSEY (Windows 95). The overall increase in net revenues was
partially offset by an increase in the provision for sales returns and
mark-downs for the North American territory during the quarter ended June 30,
1997, which was required as a result of a slow down in retail sell-through of
then recently released PC and Playstation titles. The Company expects
revenues in each of the above-referenced territories to continue to increase
in fiscal 1998 over fiscal 1997 levels.
OPERATING EXPENSES
Product development expenses for the quarter ended September 30, 1997
increased 63.9% from the same period last year, from $4.6 million to $7.6
million. As a percentage of net revenues, product development expenses for
the quarter decreased from 24.0% to 23.7%. Product development expenses for
the six months ended September 30, 1997 increased 52.0% from the same period
last year, from $9.2 million to $13.9 million. As a percentage of net
revenues, product development expense for the six month period decreased
slightly from 34.9% to 34.8%. The increases for the quarter and six month
periods in actual product development expenses was due to an increase in the
number of products in development, the acquisition of Raven Software Corp.,
and the increase in costs associated with enhanced content and new
technologies incorporated into the Company's recent products. In addition,
the increase was partly attributable to an increase in the number of products
being localized for foreign territories; in September 1997, the product DARK
REIGN: THE FUTURE OF WAR was simultaneously released in four localized
versions including English, French, German and Spanish.
Sales and marketing expenses for the quarter ended September 30, 1997
increased 43.9% from the same period last year, from $5.4 million to $7.8
million. As a percentage of net revenues, sales and marketing expenses for
the quarter decreased from 28.2% to 24.4%. Sales and marketing expenses for
the six months ended September 30, 1997 increased 37.1% from the same period
last year, from $9.0 million to $12.4 million. As a percentage of net
revenues, sales and marketing expenses for the six month period decreased
from 34.5% to 31.0%. The increases for the quarter and six month periods in
actual sales and marketing expenses was due to the increase in net revenues
along with an increase in the number of products to be released during the
current fiscal year. The decrease for the quarter and six month periods in
sales and marketing expenses as a percentage of net revenues, however, is due
to the operating expense leverage gained as a result of an increased revenue
base.
General and administrative expenses for the quarter ended September 30,
1997 increased 28.4% from the same period last year, from $1.4 million to
$1.7 million, but decreased as a percentage of net revenues from 7.1% to
5.4%. General and administrative expenses for the six months ended September
30, 1997 increased 21.3% from the same period last year, from $2.6 million to
$3.1 million, but decreased slightly as a percentage of net revenues from
9.9% to 7.9%. The period over period increase in actual general and
administrative expenses for both the quarter and six month periods was due to
an increase in head count related expenses, the expansion of facilities both
in North America and internationally, and the implementation of new
management information systems.
OTHER INCOME (EXPENSE)
Interest income was approximately $81,000 and $229,000 for the quarter and
six months ended September 30, 1997, respectively, compared to approximately
$244,000 and $556,000 for the quarter and six months ended September 30,
1996, respectively. The decreases were due to a decrease in cash and cash
equivalents during the current fiscal quarter and six month period as
compared to the same periods in the prior fiscal year.
INCOME TAX PROVISION (BENEFIT)
The income tax provision (benefit) of approximately $1,290,000 and
($2,005,000) for the quarter and six months ended September 30, 1997,
respectively, reflects the Company's expected effective income tax rate for
the fiscal year ending March 31, 1998. The income tax benefit was recorded
based on recent operating history as well as a current assessment that
operations will generate taxable income for the fiscal year.
NET INCOME (LOSS)
For the reasons noted above, net income increased to $2,106,000 for the
quarter ended September 30, 1997, from a net income of $1,336,000 for the
same period in the prior fiscal year. For the six months ended September 30,
1997, net loss increased to $3,357,000, from a net loss of $1,295,000 for the
same period in the prior fiscal year.
10
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SEASONALITY
The Company's quarterly operating results have in the past varied
significantly and will likely in the future vary significantly depending on
many factors, some of which are not under the Company's control. For
example, net revenues may be higher during the fourth calendar quarter as a
result of increased demand for consumer software during the year-end holiday
buying season. Net revenues in other quarters can vary significantly as a
result of the timing of new product introductions.
Products are generally shipped as orders are received, and consequently
the Company operates with little or no backlog. Net revenues in any quarter
are therefore substantially dependent on orders booked and shipped in that
quarter. The Company's expense levels are based in large part on the
Company's product development and marketing budgets. The majority of product
development and marketing costs are expensed as incurred, which is often
before a product ever is released. As the Company increases its development
and marketing activities, current expenses will increase and, if sales from
previously released products are below expectations, net income is likely to
be disproportionately affected. Due to all of the foregoing, revenues and
operating results for any future quarter are not predictable with any
significant degree of accuracy. Accordingly, the Company believes that
period-to-period comparisons of operating results are not necessarily
meaningful and should not be relied upon as indications of future performance.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents decreased $7.3 million, from $17.6
million at March 31, 1997 to $10.3 million at September 30, 1997.
Approximately $5.8 million in cash and cash equivalents were used in
operating activities during the six month period from March 31, 1997 to
September 30, 1997. Such operating uses of cash were primarily the result of
increases in accounts receivable and inventories.
In addition, approximately $5.7 million in cash and cash equivalents were
used in investing activities. Capital expenditures totaled approximately
$5.3 million, which primarily were comprised of costs related to the Company
moving its Los Angeles office to a new facility in Santa Monica, California.
Sources of cash from financing activities totaled $4.3 million for the six
months ended September 30, 1997, which included $2.7 million in proceeds from
exercise of employee stock options and $1.4 million in proceeds from bank
borrowings.
In October 1997, the Company increased its revolving credit and letter of
credit facility (the "Facility") with its bank (the "Bank") from $5.0 million
to $12.5 million. The Facility provides the Company with the ability to
borrow funds and issue letters of credit against eligible domestic accounts
receivable up to $12.5 million. The Facility expires in September 1998. In
addition, in September 1997, the Company entered into a $2.0 million line of
credit agreement (the "Asset Line") with the Bank which is secured by various
fixed assets of the Company; drawings under the Asset Line are structured
with 36 month repayment terms and the Asset Line expires in September 1998.
Borrowings under the Asset Line totaled $1.4 million as of September 30,
1997, with an effective lease borrowing rate of 8.3%.
The Company's current principal source of liquidity is $10.3 million in
cash and cash equivalents. The Company uses its working capital to finance
ongoing operations, including acquisitions of inventory and equipment, to
fund the development, production, marketing and selling of new products, and
to obtain intellectual property rights for future products from third
parties. Management believes that the Company's existing cash, together with
the proceeds available from the Facility and Asset Line, will be sufficient
to meet the Company's operational requirements for at least the next twelve
months.
The Company's management currently believes that inflation has not had a
material impact on continuing operations.
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
per Share," is effective for financial statements issued for periods ending
after December 15, 1997. SFAS No. 128 replaces Accounting Principles Board
Opinion ("APB") No. 15 and simplifies the computation of earnings per share
("EPS") by replacing the presentation of primary EPS with a presentation of
basic EPS. Basic EPS includes no dilution and is computed by dividing income
available to common stockholders by the weighted-average number of common
shares outstanding for the period. Diluted EPS reflects the potential
dilution from securities that could share in the earnings of the Company,
similar to fully diluted EPS under APB No. 15. The Statement requires dual
presentation of basic and diluted EPS by entities with complex capital
structures. The Company will adopt SFAS No. 128 for the financial statements
for the year ended March 31, 1998.
11
<PAGE>
SFAS No. 130, "Reporting Comprehensive Income" is effective for fiscal
years beginning after December 15, 1997. SFAS No. 130 established standards
for the reporting and display of comprehensive income and its components
(revenues, expenses, gains and losses) in a full set of general-purpose
financial statements. The Statement requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements. The Company is
evaluating the Statement's provisions to conclude how it will present
comprehensive income it its financial statements, and has not yet determined
the amounts to be disclosed. The Company will adopt SFAS No. 130 effective
April 1, 1998.
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" is effective for financial statements for periods beginning
after December 15, 1997. SFAS No. 131 establishes standards for the way that
public business enterprises report financial and descriptive information
about reportable operating segments in annual financial statements and
interim financial reports issued to stockholders. SFAS No. 131 supersedes
SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise," but
retains the requirement to report information about major customers. The
Company is evaluating the new Statement's provisions to determine the
additional disclosures required in its financial statements, if any. The
Company will adopt SFAS No. 131 effective April 1, 1998.
The AICPA recently issued statement of Position 97-2, "Software Revenue
Recognition," effective for transactions entered into in fiscal years
beginning after December 15, 1997. While the Company is still evaluating the
impact of this statement, it believes that it is in substantial compliance
with the provisions thereof.
FACTORS AFFECTING FUTURE PERFORMANCE
In connection with the Private Securities Litigation Reform Act of 1995
(the "Litigation Reform Act"), the Company is hereby disclosing certain
cautionary information to be used in connection with written materials
(including this Quarterly Report on Form 10-Q) and oral statements made by or
on behalf of its employees and representatives that may contain
"forward-looking statements" within the meaning of the Litigation Reform Act.
Such statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking
terminology such as "may," "expect," "anticipate," "estimate" or "continue"
or the negative thereof or other variations thereon or comparable
terminology. The listener or reader is cautioned that all forward-looking
statements are necessarily speculative and there are numerous risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements. The discussion
below highlights some of the more important risks identified by management,
but should not be assumed to be the only factors that could affect future
performance. The reader or listener is cautioned that the Company does not
have a policy of updating or revising forward-looking statements and thus he
or she should not assume that silence by management over time means that
actual events are bearing out as estimated in such forward-looking statements.
FLUCTUATIONS IN QUARTERLY RESULTS; FUTURE OPERATING RESULTS UNCERTAIN;
SEASONALITY. The Company's quarterly operating results have varied
significantly in the past and will likely vary significantly in the future
depending on numerous factors, several of which are not under the Company's
control. Such factors include, but are not limited to, demand for the
Company's products and those of its competitors, the size and rate of growth
of the interactive entertainment software market, development and promotional
expenses relating to the introduction of new products, changes in computing
platforms, product returns, the timing of orders from major customers, delays
in shipment, the level of price competition, the timing of product
introduction by the Company and its competitors, product life cycles,
software defects and other product quality problems, the level of the
Company's international revenues, and personnel changes. Products are
generally shipped as orders are received, and consequently, the Company
operates with little or no backlog. Net revenues in any quarter are,
therefore, substantially dependent on orders booked and shipped in that
quarter.
The Company's expenses are based in part on the Company's product
development and marketing budgets. Product development and marketing costs
generally are expensed as incurred, which is often long before a product ever
is released. In addition, a large portion of the Company's expenses are
fixed. As the Company increases its development and marketing activities,
current expenses will increase and, if sales from previously released
products are below expectations, net income is likely to be
disproportionately affected.
Due to all of the foregoing, revenues and operating results for any future
quarter are not predictable with any significant degree of accuracy.
Accordingly, the Company believes that period-to-period comparisons of its
operating results are not necessarily meaningful and should not be relied
upon as indications of future performance.
The Company's business has experienced and is expected to continue to
experience significant seasonality, in part due to consumer buying patterns.
Net revenues and net income typically are significantly higher during the
fourth calendar quarter, due primarily to the increased demand for consumer
software during the year-end holiday buying season. Net revenues and net
income in other quarters are generally lower and vary significantly as a
result of new product introductions and other factors. For example, the
Company's net revenues in its last six quarters
12
<PAGE>
were $31.9 million for the quarter ended September 30, 1997, $8.1 million for
the quarter ended June 30, 1997, $28.9 million for the quarter ended March
31, 1997, $31.4 million for the quarter ended December 31, 1996, $19.2
million for the quarter ended September 30, 1996 and $7.0 million for the
quarter ended June 30, 1996. The Company's net income (loss) for the last
six quarters were $2.1 million for the quarter ended September 30, 1997,
$(5.5 million) for the quarter ended June 30, 1997, $4.3 million for the
quarter ended March 31, 1997, $4.1 million for the quarter ended December 31,
1996, $1.3 million for the quarter ended September 30, 1996, and $(2.6
million) for the quarter ended June 30, 1996. The Company expects its net
revenue and operating results to continue to reflect significant seasonality.
DEPENDENCE ON NEW PRODUCT DEVELOPMENT; PRODUCT DELAYS. The Company's
future success depends on the timely introduction of successful new products
to replace declining revenues from older products. If, for any reason,
revenues from new products were to fail to replace declining revenues from
older products, the Company's business, operating results and financial
condition would be materially and adversely affected. In addition, the
Company believes that the competitive factors in the interactive
entertainment software marketplace create the need for higher quality,
distinctive products that incorporate increasingly sophisticated effects and
the need to support product releases with increased marketing, resulting in
higher development, acquisition and marketing costs. The lack of market
acceptance or significant delay in the introduction of, or the presence of a
defect in, one or more products could have a material adverse effect on the
Company's business, operating results and financial condition, particularly
in view of the seasonality of the Company's business. Further, because a
large portion of a product's revenue generally is associated with initial
shipments, the delay of a product introduction expected near the end of a
fiscal quarter may have a material adverse effect on operating results for
that quarter.
The Company has, in the past, experienced significant delays in the
introduction of certain new products. The timing and success of interactive
entertainment products remain unpredictable due to the complexity of product
development, including the uncertainty associated with technological
developments. Although the Company has implemented substantial development
controls, there likely will be delays in developing and introducing new
products in the future. There can be no assurance that new products will be
introduced on schedule, or at all, or that they will achieve market
acceptance or generate significant revenues.
RELIANCE ON THIRD PARTY DEVELOPERS AND INDEPENDENT CONTRACTORS. The
percentage of products published by the Company that are developed by
independent third party developers has increased over the last several fiscal
years. From time to time, the Company also utilizes independent contractors
for certain aspects of internal product development and production. The
Company has less control over the scheduling and the quality of work by
third party developers and independent contractors than that of its own
employees. A delay in the work performed by third party developers and
independent contractors or poor quality of such work may result in product
delays. Although the Company intends to continue to rely in part on products
that are developed primarily by its own employees, the Company's ability to
grow its business and its future operating results will depend, in
significant part, on the Company's continued ability to maintain
relationships with skilled third party developers and independent
contractors. There can be no assurance that the Company will be able to
maintain such relationships.
UNCERTAINTY OF MARKET ACCEPTANCE; SHORT PRODUCT LIFE CYCLES. The market
for entertainment systems and software has been characterized by shifts in
consumer preferences and short product life cycles. Consumer preferences for
entertainment software products are difficult to predict and few
entertainment software products achieve sustained market acceptance. There
can be no assurance that new products introduced by the Company will achieve
any significant degree of market acceptance, that such acceptance will be
sustained for any significant period, or that product life cycles will be
sufficient to permit the Company to recoup development, marketing and other
associated costs. In addition, if market acceptance is not achieved, the
Company could be forced to accept substantial product returns to maintain its
relationships with retailers and its access to distribution channels.
Failure of new products to achieve or sustain market acceptance or product
returns in excess of the Company's expectations would have a material adverse
effect on the Company's business, operating results and financial condition.
PRODUCT CONCENTRATION; DEPENDENCE ON HIT PRODUCTS. A key aspect of the
Company's strategy is to focus its development and acquisition efforts on
selected, high quality entertainment software products. The Company derives a
significant portion of its revenues from a relatively small number of high
quality entertainment software products released each year, and many of these
products have substantial production or acquisition costs and marketing
budgets. During fiscal 1996 and 1997, one title accounted for approximately
49% and 23%, respectively, of the Company's consolidated net revenues. In
addition, during fiscal 1997, one other title accounted for approximately 16%
of the Company's consolidated net revenues. The Company anticipates that a
limited number of products will continue to produce a disproportionate amount
of revenues. Due to this dependence on a limited number of products, the
failure of one or more of the Company's principal new releases to achieve
anticipated results may have a material adverse effect on the Company's
business, operating results and financial condition.
The Company's strategy also includes as a key component developing and
releasing products that have franchise value, such that sequels, enhancements
and add-on products can be released over time, thereby extending the life of
the property in the market. While the focus on franchise properties, if
successful, results in extending
13
<PAGE>
product life cycles, it also results in the Company depending on a limited
number of titles for its revenues. There can be no assurance that the
Company's existing franchise titles can continue to be exploited as
successfully as in the past. In addition, new products that the Company
believes will have potential value as franchise properties may not achieve
market acceptance and therefore may not be a basis for future releases.
INDUSTRY COMPETITION; COMPETITION FOR SHELF SPACE. The interactive
entertainment software industry is intensely competitive. Competition in the
industry is principally based on product quality and features, the
compatibility of products with popular platforms, company or product line
brand name recognition, access to distribution channels, marketing
effectiveness, reliability and ease of use, price and technical support.
Significant financial resources also have become a competitive factor in the
entertainment software industry, principally due to the substantial cost of
product development and marketing that is required to support best-selling
titles. In addition, competitors with broad product lines and popular titles
typically have greater leverage with distributors and other customers who may
be willing to promote titles with less consumer appeal in return for access
to such competitor's most popular titles.
The Company's competitors range from small companies with limited
resources to large companies with substantially greater financial, technical
and marketing resources than those of the Company. The Company's competitors
currently include Electronic Arts, Lucas Arts, Microsoft, Sega, Nintendo,
Sony, CUC, GT Interactive, Broderbund, Midway, Interplay, Virgin and Eidos,
among many others.
As competition increases, significant price competition, increased
production costs and reduced profit margins may result. Prolonged price
competition or reduced demand would have a material adverse effect on the
Company's business, operating results and financial condition. There can be
no assurance that the Company will be able to compete successfully against
current or future competitors or that competitive pressures faced by the
Company will not have a material adverse effect on its business, operating
results and financial condition.
Retailers typically have a limited amount of shelf space, and there is
intense competition among entertainment software producers for adequate
levels of shelf space and promotional support from retailers. As the number
of entertainment software products increase, the competition for shelf space
has intensified, resulting in greater leverage for retailers and distributors
in negotiating terms of sale, including price discounts and product return
policies. The Company's products constitute a relatively small percentage of
a retailer's sales volume, and there can be no assurance that retailers will
continue to purchase the Company's products or promote the Company's products
with adequate levels of shelf space and promotional support.
DEPENDENCE ON DISTRIBUTORS; RISK OF CUSTOMER BUSINESS FAILURE; PRODUCT
RETURNS. Certain mass market retailers have established exclusive buying
relationships under which such retailers will buy consumer software only from
one intermediary. In such instances, the price or other terms on which the
Company sells to such retailers may be adversely affected by the terms
imposed by such intermediary, or the Company may be unable to sell to such
retailers on terms which the Company deems acceptable. The loss of, or
significant reduction in sales attributable to, any of the Company's
principal distributors or retailers could materially adversely affect the
Company's business, operating results and financial condition.
Distributors and retailers in the computer industry have from time to time
experienced significant fluctuations in their businesses and there have been
a number of business failures among these entities. The insolvency or
business failure of any significant distributor or retailer of the Company's
products could have a material adverse effect on the Company's business,
operating results and financial condition. Sales are typically made on
credit, with terms that vary depending upon the customer and the nature of
the product. The Company does not hold collateral to secure payment.
Although the Company has obtained insolvency risk insurance to protect
against any bankruptcy, insolvency or liquidation that occur to its
customers, such insurance contains a significant deductible as well as a
co-payment obligation, and the policy does not cover all instances of
non-payment. In addition, the Company maintains a reserve for uncollectible
receivables that it believes to be adequate, but the actual reserve that is
maintained may not be sufficient in every circumstance. As a result of the
foregoing, a payment default by a significant customer could have a material
adverse effect on the Company's business, operating results and financial
condition.
The Company also is exposed to the risk of product returns from
distributors and retailers. Although the Company provides reserves for
returns that it believes are adequate, and although the Company's agreements
with certain of its customers place certain limits on product returns, the
Company could be forced to accept substantial product returns to maintain its
relationships with retailers and its access to distribution channels.
Product returns that exceed the Company's reserves could have a material
adverse effect on the Company's business, operating results and financial
condition.
CHANGES IN TECHNOLOGY AND INDUSTRY STANDARDS. The consumer software industry
is undergoing rapid changes, including evolving industry standards, frequent new
platform introductions and changes in consumer requirements and preferences.
The introduction of new technologies, including operating systems such as
Microsoft's Windows
14
<PAGE>
95, technologies that support multi-player games, and new media formats such
as on-line delivery and digital video disks ("DVD"), could render the
Company's previously released products obsolete or unmarketable. The
development cycle for products utilizing new operating systems,
microprocessors or formats may be significantly longer than the Company's
current development cycle for products on existing operating systems,
microprocessors and formats and may require the Company to invest resources
in products that may not become profitable. There can be no assurance that
the mix of the Company's future product offerings will keep pace with
technological changes or satisfy evolving consumer preferences, or that the
Company will be successful in developing and marketing products for any
future operating system or format. Failure to develop and introduce new
products and product enhancements in a timely fashion could result in
significant product returns and inventory obsolescence and could have a
material adverse effect on the Company's business, operating results and
financial condition.
LIMITED PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS; RISK
OF LITIGATION. The Company holds copyrights on its products, manuals,
advertising and other materials and maintains trademark rights in the Company
name, the ACTIVISION logo, and the names of products owned by the Company.
The Company regards its software as proprietary and relies primarily on a
combination of trademark, copyright and trade secret laws, employee and
third-party nondisclosure agreements, and other methods to protect its
proprietary rights. Unauthorized copying is common within the software
industry, and if a significant amount of unauthorized copying of the
Company's products were to occur, the Company's business, operating results
and financial condition could be adversely affected. There can be no
assurance that third parties will not assert infringement claims against the
Company in the future with respect to current or future products. As is
common in the industry, from time to time the Company receives notices from
third parties claiming infringement of intellectual property rights of such
parties. The Company investigates these claims and responds as it deems
appropriate. Any claims or litigation, with or without merit, could be
costly and could result in a diversion of management's attention, which could
have a material adverse effect on the Company's business, operating results
and financial condition. Adverse determinations in such claims or litigation
could also have a material adverse effect on the Company's business,
operating results and financial condition.
Policing unauthorized use of the Company's products is difficult, and
while the Company is unable to determine the extent to which piracy of its
software products exists, software piracy can be expected to be a persistent
problem. In selling its products, the Company relies primarily on "shrink
wrap" licenses that are not signed by licensees and, therefore, may be
unenforceable under the laws of certain jurisdictions. Further, the Company
enters into transactions in countries where intellectual property laws are
not well developed or are poorly enforced. Legal protections of the
Company's rights may be ineffective in such countries.
DEPENDENCE ON KEY PERSONNEL. The Company's success depends to a
significant extent on the performance and continued service of its senior
management and certain key employees. Competition for highly skilled
employees with technical, management, marketing, sales, product development
and other specialized training is intense, and there can be no assurance that
the Company will be successful in attracting and retaining such personnel.
Specifically, the Company may experience increased costs in order to attract
and retain skilled employees. Although the Company generally enters into term
employment agreements with its skilled employees and other key personnel,
there can be no assurance that such employees will not leave the Company or
compete against the Company. The Company's failure to attract or retain
qualified employees could have a material adverse effect on the Company's
business, operating results and financial condition.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS. International sales and
licensing accounted for 28%, 23% and 26% of the Company's total revenues in
the fiscal years 1995, 1996 and 1997, respectively. The Company intends to
continue to expand its direct and indirect sales, marketing and localization
activities worldwide. Such expansion will require significant management
time and attention and financial resources in order to develop adequate
international sales and support channels. There can be no assurance,
however, that the Company will be able to maintain or increase international
market demand for its products. International sales are subject to inherent
risks, including the impact of possible recessionary environments in
economies outside the United States, the costs of transferring and localizing
products for foreign markets, longer receivable collection periods and
greater difficulty in accounts receivable collection, unexpected changes in
regulatory requirements, difficulties and costs of staffing and managing
foreign operations, and political and economic instability. There can be no
assurance that the Company will be able to sustain or increase international
revenues or that the foregoing factors will not have a material adverse
effect on the Company's future international revenues and, consequently, on
the Company's business, operating results and financial condition. The
Company currently does not engage in currency hedging activities. Although
exposure to currency fluctuations to date has been insignificant, there can
be no assurance that fluctuations in currency exchange rates in the future
will not have a material adverse impact on revenues from international sales
and licensing and thus the Company's business, operating results and
financial condition.
RISK OF SOFTWARE DEFECTS. Software products such as those offered by the
Company frequently contain errors or defects. Despite extensive product
testing, in the past the Company has released products with defects and has
discovered software errors in certain of its product offerings after their
introduction. In particular, the PC hardware environment is characterized by
a wide variety of non-standard peripherals (such as sound cards and graphics
cards)
15
<PAGE>
and configurations that make pre-release testing for programming or
compatibility errors very difficult and time-consuming. There can be no
assurance that, despite testing by the Company, errors will not be found in
new products or releases after commencement of commercial shipments,
resulting in a loss of or delay in market acceptance, which could have a
material adverse effect on the Company's business, operating results and
financial condition.
16
<PAGE>
PART II. - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is party to routine claims and suits brought against it in
the ordinary course of business including disputes arising over the
ownership of intellectual property rights and collection matters. In
the opinion of management, the outcome of such routine claims will not
have a material adverse effect on the Company's business, financial
condition or results of operations.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its 1997 Annual Meeting of Stockholders on September
24, 1997 in Los Angeles, California. Two items were submitted to a
vote of the stockholders:
1. The election of six directors to hold office for one
year terms and until their respective successors are elected and
have qualified. All six nominees were recommended by the Board
of Directors and all were elected. Set forth below are the
results of the voting for each director.
FOR WITHHELD
---------- --------
Harold A. Brown 12,530,932 242,789
Barbara S. Isgur 12,531,347 242,374
Brian G. Kelly 12,530,481 243,240
Robert A. Kotick 12,528,886 244,835
Steven T. Mayer 12,531,411 242,309
Robert J. Morgado 12,530,811 242,910
2. The adoption of an amendment to the Company's 1991 Stock
Option and Stock Award Plan to increase the number of shares of
the Company's Common Stock reserved for issuance thereunder from
6,066,667 to 7,566,667 shares. This proposal was adopted by a
vote of 9,122,227 in favor, 1,399,856 against, and 15,335
abstentions.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
None
(b) REPORTS ON FORM 8-K
The Company filed a Form 8-K with the Securities and Exchange
Commission on September 5, 1997 reporting the acquisition of
Raven Software Corporation.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: November 13, 1997
ACTIVISION, INC.
/s/ ROBERT A. KOTICK Chairman, Chief Executive November 13, 1997
- - ------------------------ Officer (Principal Executive
(Robert A. Kotick) Officer), and Director
/s/ BRIAN G. KELLY President, Chief Operating November 13, 1997
- - ------------------------ Officer and Director
(Brian G. Kelly)
/s/ BARRY J. PLAGA Chief Financial Officer November 13, 1997
- - ------------------------ (Principal Financial Officer)
(Barry J. Plaga)
18
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