UNITED STATESSECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File No. 0-17948
ELECTRONIC ARTS INC.
(650) 628-1500(Registrants 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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES S NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES S NO o
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
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ASSETS
Current assets:
Property and equipment, net
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS EQUITY
Current liabilities:
Other liabilities
Commitments and contingencies
Stockholders equity:
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Net revenue
Gross profit
Operating expenses:
Total operating expenses
Operating income (loss)
Income (loss) before provision for (benefit from) income taxes and minority interest
Net income (loss)
Net income (loss) per share:
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OPERATING ACTIVITIES
Net cash used in operating activities
INVESTING ACTIVITIES
Net cash used in investing activities
FINANCING ACTIVITIES
Net cash provided by (used in) financing activities
Effect of foreign exchange on cash and cash equivalents
Ending cash, cash equivalents and short-term investments
Supplemental cash flow information:
Non-cash investing activities:
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Net income (loss):
Pro forma
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8
9
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Lease Commitments and Residual Value GuaranteesWe lease certain of our current facilities and certain equipment under non-cancelable operating lease agreements. We are required to pay property taxes, insurance and normal maintenance costs for certain of our facilities and will be required to pay any increases over the base year of these expenses on the remainder of our facilities.
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Consolidated Net Worth (in millions)
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(1)Developer/licensor commitments include $44 million of commitments to developers or licensors that have been recorded in current and long-term liabilities and a corresponding amount in current and long-term assets in our Condensed Consolidated Balance Sheets as of June 30, 2005 because the developer or licensor does not have any performance obligations to us.
LitigationOn July 29, 2004, a class action lawsuit, Kirschenbaum v. Electronic Arts Inc., was filed against us in Superior Court in San Mateo, California. The complaint alleges that we improperly classified Image Production Employees in California as exempt employees and seeks injunctive relief, unspecified monetary damages, interest and attorneys fees. The complaint was first amended on or about November 30, 2004 to add two former employees as named-plaintiffs, and amended again on or about January 5, 2005 to add another former employee as a named-plaintiff. The allegations in the complaint were not materially changed by the amendments.
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Director Indemnity AgreementsWe have entered into indemnification agreements with the members of our Board of Directors at the time they join the Board to indemnify them to the extent permitted by law against any and all liabilities, costs, expenses, amounts paid in settlement and damages incurred by the directors as a result of any lawsuit, or any judicial, administrative or investigative proceeding in which the directors are sued as a result of their service as members of our Board of Directors.
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Shares used to compute net income (loss) per share:
Weighted-average common stock outstanding diluted
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Consoles
Co-publishing and Distribution
Three months ended June 30, 2005
Three months ended June 30, 2004
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17
18
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20
21
22
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North America
Europe
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Internet Services, Licensing and Other
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$
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75
28
51
183
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(23)
30
31
Cash, cash equivalents and short-term investments
Percentage of total assets
Cash used in operating activities
32
33
34
(1) See discussion on operating leases in the Off-Balance Sheet Commitments section below for additional information.
35
36
37
38
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U.S. government agencies
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Marketable Equity Securities
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May 1 31, 2005
June 1 30, 2005
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10.1
Guaranty, dated as of December 6, 2000, by Electronic Arts Inc. in favor of Selco ServiceCorporation, Victory Receivables Corporation, The Bank Of Tokyo-Mitsubushi, Ltd., various Liquidity Banks, and Keybank National Association.
10.2
Guaranty, dated as of July 16, 2001, by Electronic Arts Inc. in favor of Flatirons Funding, LimitedPartnership, Victory Receivables Corporation, The Bank of Tokyo-Mitsubushi, Ltd., variousLiquidity Banks and Tranche B Banks, and KeyBank National Association.
10.3
First Amendment to Participation Agreement, dated as of May 13, 2002, by and among ElectronicArts Redwood, Inc., Electronic Arts Inc., Flatirons Funding, Limited Partnership, VictoryReceivables Corporation, The Bank of Tokyo-Mitsubushi, Ltd., various Liquidity Banks,KeyBank National Association, and The Bank of Nova Scotia.
10.4
Omnibus Amendment Agreement (2001 transaction), dated as of September 15, 2004, ElectronicArts Redwood, LLC, Electronic Arts, Inc., Selco Service Corporation, Victory ReceivablesCorporation, The Bank Of Tokyo-Mitsubishi, Ltd., various Liquidity Banks, and KeyBankNational Association.
10.5
Omnibus Amendment Agreement (2000 transaction), dated as of September 15, 2004, by andamong Electronic Arts Redwood, LLC, Electronic Arts, Inc., Selco Service Corporation, VictoryReceivables Corporation, The Bank Of Tokyo-Mitsubishi, Ltd., various Liquidity Banks, andKeyBank National Association.
10.6
Omnibus Amendment (2000 transaction), dated as of July 11, 2005, among Electronic ArtsRedwood LLC, Electronic Arts Inc., Selco Service Corporation, Victory Receivables Corporation,The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, various Liquidity Banks, Deutsche BankTrust Company Americas, and KeyBank National Association.
10.7
Omnibus Amendment (2001 transaction), dated as of July 11, 2005, among Electronic ArtsRedwood LLC, Electronic Arts Inc., Selco Service Corporation, Victory Receivables Corporation,The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, various Liquidity Banks, Deutsche BankTrust Company Americas, The Bank of Nova Scotia, and KeyBank National Association.
15.1
Awareness Letter of KPMG LLP, Independent Registered Public Accounting Firm.
31.1
Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) of the ExchangeAct, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Executive Vice President, Chief Financial and Administrative Officer pursuant toRule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-OxleyAct of 2002.
32.1
Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(b) of the ExchangeAct and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.
32.2
Certification of Executive Vice President, Chief Financial and Administrative Officer pursuant toRule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.
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