ITEM 1: BUSINESS
Overview
Electronic Arts was initially incorporated in California in 1982. In September 1991, we were reincorporated under the laws of Delaware. Our principal executive offices are located at 209 Redwood Shores Parkway, Redwood City, California 94065 and our telephone number is (650) 628-1500.
We operate in two principal business segments globally:
o EA Core business segment: creation, marketing and distribution of entertainment software.
o EA.com business segment: creation, marketing and distribution of entertainment software which can be played or sold online, ongoing management of subscriptions of online games and website advertising.
EA Core
We create, market and distribute interactive entertainment software for a variety of hardware platforms. As of March 31, 2001, our business was comprised of the following:
o Distribution of over 100 titles that we developed and/or published under one of our brand names in North America, including older titles marketed as "Classics".
o Distribution of localized versions of our products in the rest of the world.
o Distribution of approximately 20 additional titles that were either developed by other software publishers (that we refer to as Affiliated Labels) in North America or titles we have assisted in the development of with other software publishers (referred to as Co-Published titles).
o Distribution of over 4,000 Affiliated Label and Co-Published titles in the rest of the world.
Since our inception, we have developed and are developing products for 41 different hardware platforms, including the following:
o IBM(R)PC and compatibles
o 32-bit Sony PlayStation(R)
o 32-bit Nintendo Game Boy Advance
o 64-bit Nintendo(R)64
o 128-bit Sony PlayStation 2
o 128-bit Microsoft Xbox(TM)
o 128-bit Nintendo GameCube(TM)
Our product development methods and organization are modeled on those used in the entertainment industry. We also market our products with techniques borrowed from other entertainment companies such as record producers, magazine publishers and video distributors. Employees whom we call "producers", who are responsible for the development of one or more products, oversee product development and direct teams comprised of both our employees and outside contractors. Our designers regularly work with celebrities and organizations in sports, entertainment and other areas to develop products that provide gaming experiences that are as realistic and interactive as possible. Celebrities and organizations with whom we have contracts include: FIFA, NASCAR, John
Madden, the National Basketball Association, the PGA TOUR, Tiger Woods, the National Hockey League, Football Association Premier League, Formula One and Warner Bros. We maintain development studios in California, Canada, United Kingdom, Florida, Texas, Japan, Washington, Maryland, Australia and Nevada.
We invest in the creation of state-of-the-art software tools and utilities that are then used in product development. These tools allow for more cost-effective product development and the ability to more efficiently convert products from one hardware platform to another. We have also made investments in facilities and equipment to facilitate the creation and editing of digital forms of video and audio recordings and product development efforts for new hardware platforms.
We distribute our products and those of our Affiliated Labels primarily by direct sales to retail chains and outlets in the United States and Europe. In Japan and the Asia Pacific region, we distribute products both directly to retailers and through third party distributors. Our products are available in over 80,000 retail locations worldwide. In fiscal 2001, approximately 37% of our net revenues were generated by international operations, compared to 40% in fiscal 2000 and 42% in fiscal 1999.
EA.com
On March 22, 2000, the stockholders of Electronic Arts authorized the issuance of a new series of common stock, designated as Class B common stock ("Tracking Stock"). The Tracking Stock is intended to reflect the performance of Electronic Arts' online and e-Commerce division ("EA.com"). As a result of the approval of the Tracking Stock Proposal, Electronic Arts' existing common stock has been re-classified as Class A common stock ("Class A Stock") and that stock reflects the performance of Electronic Arts' other businesses ("EA Core").
EA.com, a division of Electronic Arts, represents Electronic Arts' online and e-Commerce business. EA.com develops, publishes and distributes online interactive games. EA.com's business includes subscription revenues collected for Internet game play on our websites, website advertising, sales of packaged goods for Internet-only based games and sales of Electronic Arts games sold through the EA.com web store. Electronic Arts began development of its initial online product, Ultima Online, during fiscal year 1996. We shipped Ultima Online during fiscal year 1998, and began development of our online business during the same year. EA.com's websites include EA.com, individual marketing sites for Electronic Arts' games or studios and the Games Channel on America Online, which launched in the second half of calendar 2000. Our goal is to be the leading online games site. To date, the majority of our subscription revenues have been generated by Ultima Online, Ultima Online: The Second Age and Ultima Renaissance (collectively referred to as Ultima Online) and our Worldplay and Kesmai games. In addition, all of our packaged goods revenues for online-only games have been generated by Ultima Online. The packaged good product is sold through our traditional distribution channel to various retailers. The Ultima Online product is then sold by the retail channel to the end customer who must sign up for EA.com's online service to enjoy online play on a month-to-month subscription basis. We also began generating advertising revenues in October 2000 as a result of launching the EA.com site on the world wide web and the AOL Games Channel.
Investments and Joint Ventures
Acquisitions
Pogo Corporation
On February 28, 2001, we acquired Pogo Corporation (now referred to as "Pogo") for $43,333,000, including an initial investment of $42,000,000 and the redemption of Pogo preferred stock of $1,333,000. The acquisition has been accounted for under the purchase method. Pogo operates an ad-supported games service that reaches a broad consumer market. Pogo's internet-based family games focus on easy-to-play card, board and puzzle games. The Company has contributed Pogo to EA.com. See note 14 of the Notes to the Consolidated Financial Statements, included in item 8 hereof.
Kesmai Corporation
On February 7, 2000, we acquired Kesmai Corporation (now referred to as "Kesmai") from News America Corporation ("News Corp") in exchange for $22,500,000 in cash and approximately 206,000 shares of Electronic Arts' existing Class A common stock valued at $8,650,000. The transaction was accounted for under the purchase method. Kesmai(TM) is managed by EA.com and specializes in the design and development of multiplayer games delivered directly to consumers over the Internet and is a major provider of game content to the Games Channel on the AOL service. The Company granted 5 percent of the initial equity (Class B Stock) attributable to EA.com to News Corp in exchange for the 206,000 shares noted above, adjusting the total common stock consideration relating to the acquisition by $703,000 to $9,353,000. The Company has contributed Kesmai to EA.com. See note 14 of the Notes to the Consolidated Financial Statements, included in item 8 hereof.
Westwood Studios
In September 1998, we completed the acquisition of Westwood Studios, Inc. and certain assets of the Irvine, California-based Virgin Studios (collectively "Westwood") for approximately $122,688,000 in cash, including transaction expenses. The transaction was accounted for under the purchase method. Westwood is best known for its successful PC franchises, Command and Conquer and Lands of Lore. See note 14 of the Notes to the Consolidated Financial Statements, included in item 8 hereof.
Other Business Combinations
Additionally, during fiscal 2000, we acquired two software development companies. See note 14 of the Notes to Consolidated Financial Statements, included in item 8 hereof.
Joint Ventures
In May 1998, Electronic Arts and Square Co., Ltd. ("Square"), a leading developer and publisher of entertainment software in Japan, completed the formation of two new joint ventures, in North America and Japan. In North America, the companies formed Square Electronic Arts, LLC ("Square EA"), which has exclusive publishing rights in North America for future interactive entertainment PlayStation titles created by Square. We own a 30% minority interest in this joint venture while Square owns 70%. Additionally, we have the exclusive right to distribute in North America products published by this joint venture.
In Japan, the companies established Electronic Arts Square KK ("EA Square KK"), which localizes and publishes in Japan our properties originally created in North America and Europe, as well as develops and publishes original video games in Japan. We own a 70% majority interest, while Square owns 30%. See note 14 of the Notes to the Consolidated Financial Statements, included in item 8 hereof.
Investments
We have made investments as part of our overall strategy and currently hold minority equity interests in several companies. As of March 31, 2001, our minority equity investments include investments in NovaLogic, Inc. and Firaxis Software, Inc.
Market
Historically, no hardware platform or video game system has achieved long-term dominance in the interactive entertainment market. In addition, the installed base of multimedia-enabled home computers, including those with Internet accessibility, has continued to grow as personal computer, or PC, prices have declined and the quality and choices of software have increased dramatically. We develop and publish products for multiple platforms, and this diversification continues to be a cornerstone of our strategy.
The following table details select information on a sample of the hardware platforms for which we have published titles:
Sony
Sony released the PlayStation 2 console in Japan in March 2000, in North America in October 2000 and in Europe in November 2000. Compared to the initial forecast for PlayStation 2 hardware shipments from Sony, there was a significant shortage of PlayStation 2 hardware units during the year in North America and Europe. According to Sony, this was due to component shortages which limited the number of units that could be manufactured. The PlayStation 2 console is a 128-bit, Digital Versatile
Disk ("DVD") based system that is Internet and cable ready, as well as backward compatible with the current PlayStation console software. We currently have various products under development for the Sony PlayStation 2 console. See Risk Factors - "New video game platforms create additional technical and business model uncertainties".
Nintendo
Nintendo announced that it expects to release the Nintendo GameCube in North America in November 2001. Nintendo GameCube will provide for games to be delivered and played using a proprietary optical format.
Microsoft
Microsoft announced that it expects to release its first video game system, Xbox(TM), in North America in November 2001.
New Entrants
New entrants into the interactive entertainment and multimedia industries, such as cable television, telephone, and diversified media and entertainment companies, in addition to a proliferation of new technologies, such as online networks and the Internet, have increased the competition in our markets. We are scheduled to release several online network gaming products during fiscal 2002. See Risk Factors - "New video game platforms create additional technical and business model uncertainties" and "The impact of e-Commerce and online games on our business is not known ".
The early investment in products for the 32-bit market, including both Compact Disk personal computer (or PC) and dedicated entertainment systems (that we call video game systems or consoles), has been strategically important in positioning us for the current generation of 128-bit machines. We believe that such investment continues to be important. During the fiscal year 2001, the video and computer games industry has experienced a platform transition from 32-bit and 64-bit CD-based consoles to the current generation 128-bit DVD-based game consoles and related software. The transition to the current generation systems was initiated by the launch of Sony's PlayStation 2 in fiscal 2001, and continues with the anticipated launch in North America of the Nintendo GameCube and Microsoft's Xbox in the Fall of calendar year 2001. As the market continues to shift to the current generation systems, sales of current 32-bit and 64-bit products have been declining and we expect a significant decline in fiscal 2002. In addition, our revenues and earnings are dependent on our ability to meet our product release schedule and our failure to meet those schedules could result in revenues and earnings which fall short of analysts' expectations in any individual quarter. See Risk Factors - "Product development schedules are frequently unreliable and make predicting quarterly results difficult".
Online Games
According to the market research firm, International Data Corporation ("IDC"), online gamers (defined as individuals who have played online games within the past year) are expected to grow to 74.7 million by 2004 up from 39.4 million in 2000. IDC expects total online gaming market revenue to grow to $1.7 billion by 2002. We believe the expected increases in online gaming will be primarily attributable to the following factors:
o Increasing popularity of PC gaming;
o Growing interest in multiplayer games;
o Growth in the number of households with PCs and Internet connections;
o General growth in internet usage, including the number of users, communities and increased frequency of use by consumers;
o Rapid innovation of new online entertainment experiences;
o Mass market adoption of broadband technologies; and
o Future introduction of online gaming capabilities for next-generation consoles.
Competition
EA Core
See Risk Factors - "Our platform licensors are our chief competitors and frequently control the manufacturing of our video game products".
EA.com
We believe EA.com faces substantial competition from a number of existing and potential competitors including:
o Console & PC Game Publishers. Other game publishers including Sony Computer Entertainment of America ("Sony"), Nintendo, Sega, Acclaim, Havas, Microsoft, LucasArts, Interplay, Infogrames and Eidos, are each developing individual online games and games with online components. Currently, Sony (including the online divisions of Sony Entertainment)
operates the Sony Station, a site that offers not only family-oriented game shows, but also online game offerings, including the online game, Everquest, a virtual world that directly competes with EA.com's Ultima Online game. In addition, Sony has made public its intentions for online connectivity via its next-generation console, the PlayStation 2, though detailed plans have not been disclosed. In 2000, Sega introduced SegaNet, an online gaming Internet subscription-based service optimized for use with its Dreamcast video game console. However, Sega's subsequent decision to discontinue the Dreamcast will impact this plan. In 2001, Sega executives have made public statements about the company's plans for supporting the online gaming functionality of consoles produced by Sony and Microsoft. Each of these competitors may compete with EA.com for advertising, subscription and e-Commerce sales.
o Portals. With respect to advertising and e-Commerce sales, EA.com will also compete with general purpose consumer web sites such as Yahoo, Excite, Lycos, and Microsoft Network. In addition, many of these Internet portals offer gaming sites such as Yahoo Games Channel, Excite Games Channel, Lycos' Gamesville, and Microsoft Gaming Zone. Although most of the game areas of these portals have attained modest reach, their key placement on powerful portals makes them potentially significant competitors for gaming subscriptions as well.
o Family Oriented Game Sites. A number of sites such as Uproar.com, Games.com and Shockwave.com, have driven significant amounts of traffic to their sites by offering unique games and entertainment content. In addition, several of the sites offer frequent prizes with easy to play "gamettes". These sites are typically monetizing their traffic by selling advertising.
o Aggregators. Aggregators, such as Microsoft Gaming Zone, provide an aggregation of various types of online games, including aggregation of games developed by independent third parties. While these sites have been primarily focused on serving the gaming community, they have since adjusted their strategy to include games, such as parlor games, that reach a broader audience.
o Sports Sites. Sports content sites such as ESPN.com, Sportsline.com and Foxsports.com typically feature fantasy league games and easy to play sports "gamettes" in addition to their editorial content. Such fantasy league games and sports "gamettes" typically appeal to the overall sports fan, rather than the sports gamer. However, these sites have significant financial and content resources at their disposal and will provide competition for advertising and e-Commerce sales.
o Microsoft Gaming Zone ("MGZ"). Microsoft falls into a number of the foregoing categories, as it is a portal, an aggregator, and a publisher of PC Software Products, including game products. As such, Microsoft's offerings are the closest parallel to the proposed offerings of EA.com. MGZ currently offers both family games and games directed towards the more serious gamer and, at the same time, has the opportunity to leverage these experiences with games sold at retail. At present, MGZ offers matchmaking for about 80 games and offers approximately 30 playable online games, which consist primarily of card and parlor games. In addition, Microsoft could utilize this site in some way with its forthcoming Xbox console to develop an online gaming service.
Relationships with Significant Hardware Platform Companies
Sony
In fiscal 2001, approximately 20% of our net revenues were derived from sales of software for the PlayStation 2. We released 15 titles worldwide in fiscal 2001 for the PlayStation 2. Key releases for the year included Madden NFL 2001, SSX, FIFA 2001, NBA Live 2001 and NHL 2001. Revenues were lower than expected due to the shortage of PlayStation 2 hardware in the year resulting from component shortages which limited the number of units that could be manufactured, according to Sony. We expect Sony to correct these issues for the next fiscal year, and expect revenues from PlayStation 2 products to grow in fiscal 2002.
In fiscal 2001, approximately 23% of our net revenues were derived from sales of software for the PlayStation compared to 41% in fiscal 2000. During fiscal 2001, we released 17 PlayStation games compared to 30 in fiscal 2000. As expected, PlayStation sales decreased for fiscal 2001 compared to the prior year primarily attributable to releasing fewer games and to the PlayStation 2 platform transition. With the exception of Madden NFL, all of our franchises experienced significant decreases from prior year release. Although our PlayStation products are playable on the PlayStation 2 console, we expect sales of current PlayStation products to continue to decline significantly in fiscal 2002. See Risk Factors - "Product development schedules are frequently unreliable and make predicting quarterly results difficult".
Under the terms of a licensing agreement entered into with Sony Computer Entertainment of America in July 1994 (the "Sony Agreement"), as amended, we are authorized to develop and distribute CD-based software products compatible with the PlayStation. Furthermore, under the terms of an additional licensing agreement entered into with Sony Computer Entertainment of America as of April 2000 (the "PlayStation 2 Agreement"), as amended, we are authorized to develop and distribute DVD-based software products compatible with the PlayStation 2. Pursuant to these agreements, we engage Sony to supply its PlayStation and
PlayStation 2 CD's and DVD's for distribution by us. Accordingly, we have limited ability to control our supply of PlayStation and PlayStation 2 CD and DVD products or the timing of their delivery. See Risk Factors - "Our platform licensors are our chief competitors and frequently control the manufacturing of our video game products".
Nintendo
During fiscal 2001, we released three titles for the N64(R) compared to eight titles in fiscal 2000. In fiscal 2001, approximately 5% of our net revenues were derived from the sale of N64 products compared to 8% in 2000. The expected decrease in N64 revenues for the fiscal year, compared to the prior fiscal year, was primarily due to fewer releases. The decrease was also due to the weaker market for N64 products in the current year. With the expected release of Nintendo GameCube in North America in November 2001, per Nintendo, we expect revenues for N64 products to continue to decline significantly in fiscal 2002. The key release for the year was The World Is Not Enough.
Under the terms of the N64 Agreement, we engage Nintendo to manufacture our N64 cartridges for distribution by us. Accordingly, we have limited ability to control our supply of N64 cartridges or the timing of their delivery. A shortage of microchips or other factors outside our control could impair our ability to obtain an adequate supply of cartridges. See Risk Factors - "Our platform licensors are our chief competitors and frequently control the manufacturing of our video game products".
Relationships with Internet Service Providers
America Online, Inc. ("AOL")
Our agreement with AOL establishes the basis for EA.com's creation of game sites on the world wide web that are available to AOL subscribers via the Games Channel on the AOL's flagship ISP service and to other consumers who use other AOL portals (AOL.com, CompuServe, Netscape/Netcenter and ICQ). Users can also access the EA.com website directly from the world wide web. EA.com is AOL's exclusive provider of a broad aggregation of online games and programs and manages all of the Games Channel content within AOL's flagship ISP service in the United States and other AOL portals. Within any of the AOL properties, users will be able to find a games channel or area which will provide the user access to EA.com games. Through this agreement, EA.com has significantly expanded its EA brand as a provider of online games. According to the April 2001 Media Metrix reports, the total number of unique monthly visitors to the AOL branded properties that will have access to the EA.com games site was 69 million. Via an anchor tenant location, EA.com will also be a non-exclusive provider of games on AOL's Digital City property, the leading branded local content network and community guide on the AOL service and the Internet. For the terms of the AOL agreement, see note 5 of the Notes to Consolidated Financial Statements, included in item 8 hereof.
Products and Product Development
In fiscal 2001, we generated approximately 59% of our revenues from products released during the year. See Risk Factors - "Product development schedules are frequently unreliable and make predicting quarterly results difficult". As of March 31, 2001, we were actively marketing over 100 titles, comprising over 150 stock keeping units, or sku's, that were published by our development divisions and subsidiaries, EA Studios. During fiscal 2001, we introduced over 35 EA Studios titles, representing over 55 sku's, compared to 48 EA Studios titles, comprising over 69 sku's, in fiscal 2000.
The products published by EA Studios are designed and created by our in-house designers and artists and by independent software developers ("independent artists"). We typically pay the independent artists royalties based on the sales of the specific products, as defined in the related independent artist agreements.
For fiscal 2001, 2000 and 1999, no title represented revenues greater than 10% of our total fiscal 2001, 2000 and 1999 net revenues.
We publish products in a number of categories such as sports, action, strategy, simulations, role playing and adventure, each of which is becoming increasingly competitive. Our sports-related products, marketed under the EA SPORTS(TM) brand name, accounted for a significant percentage of net revenues in fiscal years 2001, 2000 and 1999. There can be no assurance that we will be able to maintain our market share in the sports category.
The front line retail selling prices in North America of our products, excluding older titles (marketed as "Classics"), typically range from $35.00 to $55.00. "Classics" titles have retail selling prices that range from $10.00 to $30.00. The retail selling prices of EA titles outside of North America vary based on local market conditions.
We currently develop or publish products for eight different hardware platforms. In fiscal 2001, our product releases were predominantly for PC, PlayStation, PlayStation 2, N64 and online Internet play. Our planned product introductions for fiscal 2002 are for the PlayStation 2, PC, Xbox, Nintendo GameCube, PlayStation, online Internet play, N64 and Game Boy Advance/Game Boy Color. See Risk Factors - "Product development schedules are frequently unreliable and make predicting quarterly results difficult" and "New video game platforms create additional technical and business model uncertainties".
Our goal is to be the market leader on the next generation of video game consoles. We are investing in the development of tools and technologies associated with the introduction of the next generation video game console platforms. We are also increasing the investment in the development of tools and technologies for online Internet game play and wide-area network infrastructure. Our goal is to be the leading provider of interactive entertainment on the Internet. PlayStation has achieved significant market acceptance in all geographic territories. However, as the PlayStation console market has reached maturity, we expect sales of current PlayStation products to decline significantly in fiscal 2002. Most of the console video game products will be convertible for use on multiple advanced hardware systems. We had research and development expenditures of $388.9 million in fiscal 2001, $262.0 million in fiscal 2000, and $199.4 million in fiscal 1999. See Risk Factors - "Product development schedules are frequently unreliable and make predicting quarterly results difficult".
EA.com Web Site
Content. EA.com offers games within three broad categories of interest: sports, family entertainment, and avid gaming. Each channel focuses on targeting and serving its specific consumer group by:
o Offering engaging and accessible online games;
o Building a community in which consumers can interact with one another via chat, bulletin boards, events, and match-making services for multi-player games and other contests;
o Delivering innovative content that continually entertains; and
o Establishing a direct relationship with each audience member through personalization and customization of user experiences.
In addition, the product offering of each broad category includes existing Electronic Arts franchises adapted for game play on the Internet, as well as additional original games for online play. EA.com's products are offered to consumers within the appropriate "channels" on the site. The offerings incorporate some or all of the following:
o Sports. EA.com currently leverages existing Electronic Arts' franchises, such as PGA(R) Tour/Tiger Woods Golf(R), Knockout Kings(TM) and Nascar Web Racing to develop a community of sports gamers. In addition, EA.com will offer unique, original online sports gaming experiences, sports game shows and support of existing EA packaged goods products with services such as matchmaking, game updates, product downloads and game tips.
o Family Entertainment. With the Pogo acquisition, the EA.com family games offering has significantly expanded to consist of card games, board games, casino games, lotto games, trivia games, puzzles, game shows and other products with mass-market appeal. This channel leverages prizes, tournaments, community and Pogo's strength in free, familiar games to significantly increase EA.com's appeal to the broad consumer market.
o Avid Gaming. The general gaming offering is directed at teens and adults looking to participate in multi-player hard core games made up of fantastic worlds, characters, adventures or activities -big or small, real or imagined. This offering will feature immersive experiences and sophisticated game play appealing to dedicated gamers, as well as new forms of cutting-edge Internet entertainment. Currently, this offering capitalizes on the success of our existing Ultima Online product as well as Electronic Arts' existing packaged goods franchises, such as Need for Speed Web Racing. Upcoming games which EA.com anticipates will be released in fiscal 2002 include Majestic, BattleTech, Motor City Online and Earth & Beyond.
Marketing and Distribution
Electronic Arts Distribution
We distribute EA Studio, Affiliated Label and Co-Published products.
We market our EA Studio products using the EA GAMES(TM), EA SPORTS(TM) and EA SPORTS BIG(TM) brands. EA GAMES consists of our separate brands, including Electronic Arts, Maxis, Bullfrog Productions and Westwood. EA SPORTS brand simulates professional and collegiate sports and includes titles such as Madden NFL, FIFA and NBA Live. EA SPORTS BIG brand simulates extreme sports such as the SSX game.
Affiliated Label products are delivered to us as completed products. Co-Published products are titles we have assisted in developing with other software publishers. As of March 31, 2001, we distributed approximately 20 Affiliated Label and Co-
Published titles in North America and over 4,000 Affiliated Label and Co-Published titles in the rest of the world. No single Affiliated Label Publisher has accounted for more than 10% of our net revenues in any of the last three fiscal years.
In May 1998, Electronic Arts and Square Co., Ltd. formed a new joint venture in North America, creating Square Electronic Arts, LLC ("Square EA") as discussed in note 14 of the Notes to the Consolidated Financial Statements, included in item 8 hereof. In conjunction with the formation of this joint venture, we have the exclusive right in North America to distribute products published by this joint venture. In fiscal 2001, Square EA published Final Fantasy 9 for the PlayStation, which was a top ten selling title for Electronic Arts.
We generated approximately 95% of our North American net revenues from direct sales to retailers through a field sales organization of professionals and a group of telephone sales representatives. The remaining 5% of our North American sales were made through a limited number of specialized and regional distributors and rack jobbers in markets where we believe direct sales would not be economical. For each of the fiscal years ended March 31, 2001, 2000 and 1999, we had sales to one customer, Wal-Mart Stores, Inc., which represented 12% of total net revenues.
The video game and PC businesses have become increasingly "hits" driven, requiring significantly greater expenditures for marketing and advertising, particularly for television advertising. There can be no assurance that we will continue to produce "hit" titles, or that advertising for any product will increase sales sufficiently to recoup those advertising expenses.
We have stock-balancing programs for our personal computer products that, under certain circumstances and up to a specified amount, allow for the exchange of personal computer products by resellers. We also typically provide for price protection for our personal computer and video game system products that, under certain conditions, allows the reseller a price reduction from us for unsold products. We maintain a policy of exchanging products or giving credits, but do not give cash refunds. Moreover, the risk of product returns may increase as new hardware platforms become more popular or market factors force us to make changes in our distribution system. We monitor and manage the volume of our sales to retailers and distributors and their inventories as substantial overstocking in the distribution channel can result in high returns or the requirement for substantial price protection in subsequent periods. We believe that we provide adequate reserves for returns and price protection which are based on estimated future returns of products, taking into account promotional activities, the timing of new product introductions, distributor and retailer inventories of our products and other factors. We believe our current reserves will be sufficient to meet return and price protection requirements for current in-channel inventory. However, there can be no assurance that actual returns or price protection will not exceed our reserves.
Within the EA.com site, we offer visitors the opportunity to purchase Electronic Arts software products directly from us. We utilize EA Core's distribution network to fulfill consumers' online orders. We also have a fulfillment group that sells product directly to consumers through a toll-free number and through our websites listed in advertising by us and our Affiliated Labels. This group is also responsible for targeted direct mail marketing and sells product backups and accessories to registered customers.
The distribution channels through which consumer software products are sold have been characterized by change, including consolidations and financial difficulties of certain distributors and retailers and the emergence of new retailers such as general mass merchandisers. The development of remote and electronic delivery systems will create further changes. The bankruptcy or other business difficulties of a distributor or retailer could render our accounts receivable from such entity uncollectible, which could have an adverse effect on our operating results and financial condition. In addition, an increasing number of companies are competing for access to these channels. In fiscal 2001, we wrote off approximately $1,000,000 of a receivable as a result of the default of payment from a customer in Europe. Our arrangements with our distributors and retailers may be terminated by either party at any time without cause. Distributors and retailers often carry products that compete with ours. Retailers of our products typically have a limited amount of shelf space and promotional resources for which there is intense competition. There can be no assurance that distributors and retailers will continue to purchase our products or provide our products with adequate levels of shelf space and promotional support.
Segment Reporting
The series of common stock designated as Class B was approved to reflect the performance of EA.com. Accordingly, management considers EA.com to be a separate reportable segment. Prior period information has been restated to disclose this separate segment. The Company operates in two principal business segments globally:
o EA Core business segment: creation, marketing and distribution of entertainment software.
o EA.com business segment: creation, marketing and distribution of entertainment software which can be played or sold online, ongoing management of subscriptions of online games and website advertising.
Please see the discussion regarding segment reporting in the MD&A and note 19 of the Notes to the Consolidated Financial Statements.
International Operations
We have wholly owned subsidiaries throughout the world, including offices in the United Kingdom, France, Spain, Germany, Australia, Canada, South Africa, Singapore, Sweden, Japan, Malaysia, Brazil and Holland. The amounts of net revenues, operating profit and identifiable assets attributable to each of our geographic regions for each of the last three fiscal years are set forth in note 19 of the Notes to the Consolidated Financial Statements, included in item 8 hereof.
International net revenues decreased by 14% to $490,349,000, or 37% of consolidated fiscal 2001 net revenues, compared to $573,374,000 or 40% of consolidated fiscal 2000 net revenues due to the following:
o Europe's net revenues decreased 21% primarily due to the console transition, lower Affiliated Label sales due to product release slips and fewer hit titles released in the current year, lower PC sales with fewer titles shipping in the period, the strong sales of Command & Conquer: Tiberian Sun (TM) for the PC in the comparable prior year period, and weakness in the Euro currency. In addition, PlayStation revenues decreased 43% due to fewer titles shipping during the console transition period with most franchise titles showing significant decreases from the prior year releases. PlayStation 2 revenues did not offset the decrease in PlayStation revenues due to fewer hardware units reaching the market and the weighting of titles specifically appropriate for the North American market rather than the European market.
o Asia Pacific's net revenues decreased 4%, mainly due to the decrease in PlayStation revenues as there were no significant new titles released in the current year. This was offset by sales of PlayStation 2 titles such as SSX and FIFA 2001.
o Offset by Japan's net revenues which increased 58% compared to the prior year primarily due to the shipment of PlayStation 2 titles such as FIFA World Soccer Championship, FIFA 2001 and SSX.
Though international revenues are expected to grow in fiscal 2002, international revenues may not grow at as high a rate as in prior years. See Risk Factors - "Our business, our products, and our distribution are subject to increasing regulation in key territories" and "Foreign Sales and Currency Fluctuations".
Manufacturing and Suppliers
Materials
In many instances, we are able to acquire materials on a volume-discount basis. We have multiple potential sources of supply for most materials, except with respect to our PlayStation, PlayStation 2 and N64 products, as previously mentioned. We also have alternate sources for the manufacture and assembly of most of our products. To date, we have not experienced any material difficulties or delays in production of our software and related documentation and packaging. However, a shortage of components or other factors beyond our control could impair our ability to manufacture, or have manufactured, our products. See Risk Factors - "Our platform licensors are our chief competitors and frequently control the manufacturing of our video game products".
Backlog
We normally ship products within a few days after receipt of an order. However, a backlog may occur for EA Studio and Affiliated Label products that have been announced for release but not yet shipped. We do not consider backlog to be an indicator of future performance.
Seasonality
Our business is highly seasonal. We typically experience our highest revenues and profits in the calendar year-end holiday season and a seasonal low in revenues and profits in the quarter ending in June. In our 2002 fiscal year, and particularly in the June and September quarters, we expect these seasonal trends to be magnified by general industry factors, including the current platform transition, the concentration of our product releases in the second half of fiscal 2002 and uncertain economic conditions in the United States. In addition, we are continuing to invest significantly in our online operation, EA.com. Accordingly, we expect significant operating losses in the first half of fiscal 2002. See Risk Factors - "Platform transitions such as the one now occurring typically
depress the market for video game software until new platforms achieve a wide market acceptance" and "Our business is both seasonal and cyclical".
Employees
As of March 31, 2001, we employed approximately 3,500 people, of whom over 1,400 were outside the United States. Of this amount, there were approximately 700 EA.com full-time employees. We believe that our ability to attract and retain qualified employees is an important factor in our growth and development and that our future success will depend, in large measure, on our ability to continue to attract and retain qualified employees. To date, we have been successful in recruiting and retaining sufficient numbers of qualified personnel to conduct our business successfully. See Risk Factors - "We face intense competition for talent from competitors" and "Because of the intense competition for qualified technical, creative, marketing and other personnel, we may not be able to attract and retain the personnel necessary for our business".
ITEM 2:
ITEM 2: PROPERTIES
Our principal administrative, sales and marketing, research and development, and support facility is located in two modern buildings in Redwood City, California, 20 miles south of San Francisco. We moved into this facility in October 1998. We presently occupy approximately 350,000 sq. ft. in these buildings under an operating lease for the buildings and certain adjoining land that will expire on December 1, 2001. Monthly lease payments vary based upon the London InterBank Offered Rate. We have the option to purchase the property for the unamortized financed balance at any time after the non-cancelable lease term, or we may terminate the lease at any time after the non-cancelable term by arranging a third party sale or by making a termination payment. In April 1999, we exercised our option to purchase a parcel of land under the lease and sold it to a third party. The proceeds mitigated a portion of the occupancy costs for this facility. Should we elect to terminate the lease, we will guarantee a residual value of up to 85% of the unamortized value of the property. As part of the agreement, we must also comply with certain financial covenants.
In December 2000, the Company entered into a second operating lease for the construction and occupation of two buildings and a parking structure to be constructed in Redwood City, California. The initial term of the lease is for a period of five years from December 8, 2000. Monthly lease payments are based upon the Commercial Paper Rate and the London InterBank Offered Rate. The Company has the option to purchase the property for the unamortized financed balance at any time after the non-cancelable lease term, or it may terminate the lease at any time after the non-cancelable term by arranging a third party sale or by making a termination payment. Should the Company elect to terminate the lease, it will guarantee a residual value of up to 85% of the unamortized value of the property. As part of the agreement, the Company must also comply with certain financial covenants.
Our North American distribution is supported by a newly centralized and expanded warehouse facility in Louisville, Kentucky occupying 250,000 sq. ft. The Hayward distribution center was closed in fiscal 2001 in conjunction with the expansion of our Louisville, Kentucky facility. We also occupy sales offices in the metropolitan areas of Toronto, Chicago, Dallas and New York.
In addition to our Redwood City development studio, we own a 206,000 sq. ft. development facility in Burnaby, British Columbia, Canada and rent a 33,000 sq. ft. facility in Seattle, Washington. The move to the new Canadian offices was completed in June 1999. We also own a 173,500 sq. ft. development facility in Austin, Texas, and lease development facilities in Walnut Creek, San Francisco and Carlsbad, California, New York, New York and Charlottesville, Virginia.
We own a 127,000 sq. ft. administrative, sales and development facility in Chertsey, England, which our United Kingdom subsidiaries moved into in March 2000. In Europe, we also lease a distribution hub in Heerlen, Holland, as well as sales and distribution facilities in Madrid, Spain and Sennwald, Switzerland. Additionally, we have sales and administrative offices throughout Europe.
In Asia and the South Pacific, we maintain a 5,500 sq. ft. sales and distribution facility in Gold Coast, Australia. We also have sales and distribution facilities in New Zealand, Singapore, Thailand, Korea, South Africa and Taiwan, and representative offices in Hong Kong and Beijing, China. We also maintain a 27,000 sq. ft. sales and development office in Tokyo, Japan. See notes 4 and 12 of the Notes to the Consolidated Financial Statements, included in Item 8 hereof.
We believe that these facilities are adequate for our current needs. We believe that suitable additional or substitute space will be available as needed to accommodate our future needs.
ITEM 3:
ITEM 3: LEGAL PROCEEDINGS
We are subject to pending claims and litigation. Management, after review and consultation with counsel, considers that any liability from the disposition of such lawsuits would not have a material adverse effect on our consolidated financial condition or results of operations.
ITEM 4:
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the quarter ended March 31, 2001.
ITEM 4A: EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information regarding the executive officers of Electronic Arts, who are chosen by and serve at the discretion of the Board of Directors:
Mr. Probst has been a director of Electronic Arts since January 1991 and currently serves as Chairman and Chief Executive Officer. He was elected as Chairman in July 1994. Mr. Probst has previously served as President of Electronic Arts; as Senior Vice President of EA Distribution, Electronic Arts' distribution division, from January 1987 to January 1991; and from September 1984, when he joined Electronic Arts, until December 1986, served as Vice President of Sales. Mr. Probst holds a B.S. degree from the University of Delaware.
Mr. Mattrick has served as President of Worldwide Studios since September 1997. Prior to this, he served as Executive Vice President, North American Studios, since October 1996. From July 1991 to October 1996, he served as Senior Vice President, North American Studios, Vice President of Electronic Arts and Executive Vice President/General Manager for EA Canada. Mr. Mattrick was founder and former chairman of Distinctive Software Inc. from 1982 until it was acquired by us in 1991.
Mr. Riccitiello has served as President and Chief Operating Officer since October 1997. Prior to joining Electronic Arts, Mr. Riccitiello served as President and Chief Executive Officer of the worldwide bakery division at Sara Lee Corporation. Before joining Sara Lee, he served as President and CEO of Wilson Sporting Goods Co. and has also held executive management positions at Haagen-Dazs, PepsiCo, Inc. and The Clorox Company. Mr. Riccitiello holds a degree in Economics and Marketing from the University of California, Berkeley.
Mr. Gordon has served as Executive Vice President and Chief Creative Officer since March 1998. Prior to this, he served as Executive Vice President, Marketing since October 1995. From August 1993 to October 1995, he served as Executive Vice President of EA Studios and as Senior Vice President of Entertainment Production since February 1992. He also served as Senior Vice President of Marketing, as General Manager of EA Studios, as Vice President of Marketing, as Director of Advertising and as Vice President of our former entertainment division while employed by us. Mr. Gordon holds a B.A. degree from Yale University and an M.B.A. degree from Stanford University.
Mr. McKee joined Electronic Arts in March 1989 and is currently Executive Vice President and Chief Financial and Administrative Officer. Prior to October 1996, he served as Senior Vice President and Chief Financial and Administrative Officer. Mr. McKee holds B.A. and M.B.A. degrees from Stanford University and is also a Certified Public Accountant.
Ms. Smith has served as Executive Vice President and General Manager, North American Publishing since March 1998. Prior to this, she served as Executive Vice President, North American Sales since October 1996. She previously held the position of Senior Vice President of North American Sales and Distribution from July 1993 to October 1996 and as Vice President of Sales from 1988 to 1993. Ms. Smith has also served as Western Regional Sales Manager and National Sales Manager since she joined Electronic Arts in 1984. Ms. Smith holds a B.S. degree in management and organizational behavior from the University of San Francisco.
Mr. Carbone has served as Senior Vice President, Finance since December 2000. Prior to this, he served as Vice President, Finance since February 1991. He was elected Assistant Secretary of the Company in March 1991. Mr. Carbone holds a B.S. degree in accounting from King's College and is a Certified Public Accountant.
Mr. Gardner has served as Senior Vice President and Managing Director, European Publishing since May 1999. Prior to this, he held several positions in EA Europe, which he helped establish in 1987, including Director of European Sales and Marketing and Managing Director of EA Europe. Mr. Gardner has also held various positions at Electronic Arts in the sales, marketing and customer support departments since joining the company in 1983.
Ms. Kennedy has been employed by Electronic Arts since February 1990. She served as Corporate Counsel until March 1991 and is currently Senior Vice President, General Counsel and Secretary. Prior to October 1996, she served as Vice President, General Counsel and Secretary. Ms. Kennedy was elected Secretary in September 1994. Ms. Kennedy is a member of the State Bars of California and New York and received her B.A. degree from William Smith College and her Juris Doctor from the State University of New York.
Mr. Lee has served as Senior Vice President and Chief Operating Officer, Worldwide Studios since 1998. Prior to this, he served as General Manager of EA Canada, Chief Operating Officer of EA Canada, Chief Financial Officer of EA Sports and Vice President, Finance and Administration of EA Canada. Mr. Lee was a principle of Distinctive Software Inc. until it was acquired by EA in 1991. Mr. Lee holds a Bachelor of Commerce degree from the University of British Columbia and is a Chartered Financial Analyst.
Mr. Rueff has served as Senior Vice President of Human Resources since October 1998. Prior to joining Electronic Arts, Mr. Rueff held various positions with the PepsiCo companies for over 10 years, including: Vice President, International Human Resources; Vice President, Staffing and Resourcing at Pepsi-Cola International; Vice President, Restaurant Human Resources for Pizza Hut; and also various other management positions within the Frito-Lay Company. Mr. Rueff holds a M.S. degree in Counseling and a B.A. degree in Radio and Television from Purdue University in Indiana.
PART II
ITEM 5:
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our Class A Common Stock is traded on the Nasdaq National Market under the symbol "ERTS". The following table sets forth the quarterly high and low closing sales price per share of our Common Stock from April 1, 1999 through March 31, 2001. Such prices represent prices between dealers and does not include retail mark-ups, mark-downs or commissions and may not represent actual transactions.
Closing Sales Prices -------------------- High Low ---- ---
Fiscal Year Ended March 31, 2000:
First Quarter $27.41 $22.82 Second Quarter 38.10 26.44 Third Quarter 60.47 33.22 Fourth Quarter 51.10 34.50
Fiscal Year Ended March 31, 2001: (for Class A common stock, see note 2)
First Quarter $39.06 $26.59 Second Quarter 54.47 37.06 Third Quarter 55.38 35.19 Fourth Quarter 56.13 29.84
There were approximately 2,000 holders of record of our Common Stock as of June 1, 2001. In addition, we believe that a significant number of beneficial owners of our Common Stock hold their shares in street names.
Dividend Policy
We have not paid any cash dividends and do not anticipate paying cash dividends in the foreseeable future.
ITEM 6:
ITEM 6: SELECTED FINANCIAL DATA
ELECTRONIC ARTS AND SUBSIDIARIES SELECTED FIVE-YEAR FINANCIAL DATA Years Ended March 31, (In thousands, except per share data)
ELECTRONIC ARTS AND SUBSIDIARIES SELECTED FIVE-YEAR FINANCIAL DATA (Continued) Years Ended March 31, (In thousands, except per share data)
ITEM 7:
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following "Management's Discussion and Analysis of Financial Condition and Results of Operations", contains forward-looking statements about circumstances that have not yet occurred. All statements, trend analysis and other information contained below relating to markets, our products and trends in revenue, as well as other statements including words such as "anticipate", "believe" or "expect" and statements in the future tense are forward-looking statements. These forward-looking statements are subject to business and economic risks and actual events or our actual future results could differ materially from those set forth in the forward-looking statements due to such risks and uncertainties. We will not necessarily update information if any forward-looking statement later turns out to be inaccurate. Risks and uncertainties that may affect our future results and performance include, but are not limited to, those discussed under the heading "Risk Factors" at pages 37 to 43 of this Annual Report on Form 10-K.
RESULTS OF OPERATIONS
Comparison of Fiscal 2001 to 2000:
Revenues
We derive revenues primarily from shipments of entertainment software, which includes EA Studio products for dedicated entertainment systems (that we call video game systems or consoles such as PlayStation, PlayStation 2 and Nintendo 64), EA Studio personal computer products (or PC), Co-Publishing products that are co-published and distributed by us, and Affiliated Label (or AL) products that are published by third parties and distributed by us. We also derive revenues from licensing of EA Studio products and AL products through hardware companies (or OEM), selling subscriptions on our online gaming service, selling advertisements on our online web pages and selling our packaged goods through our online store.
Information about our net revenues for North America and foreign areas for fiscal 2001 and 2000 is summarized below (in thousands):
North America Net Revenues
The decrease in North America net revenues for fiscal 2001 compared to fiscal 2000 was primarily attributable to:
o Expected declines in sales of PlayStation and Nintendo 64 ("N64") titles due to the beginning of the transition to next generation consoles. PlayStation net revenues decreased 49% and N64 net revenues decreased 46% also due to fewer titles shipping in the current year for both platforms.
o A 6% decrease in AL revenues primarily due to the acquisition of an affiliate, DreamWorks Interactive, by Electronic Arts in the fourth quarter of the prior fiscal year.
o Offset partially by the launch of PlayStation 2 platform in North America which generated $171,034,000 in revenue for the year from titles such as Madden NFL 2001, SSX, NBA Live 2001 and NHL 2001. PlayStation 2 revenues did not offset the decrease in PlayStation revenues due to a reduced number of hardware units reaching the market due to hardware component shortages, according to Sony.
o Offset by a 21% increase in PC revenues due to the shipment of key releases including Command & Conquer: Red Alert 2 and The Sims: Livin' Large and continued strong catalog sales of The Sims.
International Net Revenues
The decrease in international net revenues for fiscal 2001 compared to fiscal 2000 was attributable to the following:
o Europe's net revenues decreased 21% primarily due to the console transition, lower AL sales due to product release slips and fewer hit titles released in the current year, lower PC sales with fewer titles shipping in the period, the strong sales of Command & Conquer: Tiberian Sun(TM) for the PC in the comparable prior year period, and weakness in the Euro currency. In addition, PlayStation revenues decreased 43% due to fewer titles shipping during the console transition period with most franchise titles showing significant decreases from the prior year releases. PlayStation 2 revenues did not offset the decrease in PlayStation revenues due to fewer hardware units reaching the market and the weighting of titles specifically appropriate for the North American market rather than the European market.
o Asia Pacific's net revenues decreased 4%, mainly due to the decrease in PlayStation revenues as there were no significant new titles released in the current year. This was offset by sales of PlayStation 2 titles such as SSX and FIFA 2001.
o Offset by Japan's net revenues which increased 58% compared to the prior year primarily due to the shipment of PlayStation 2 titles such as FIFA Soccer World Championship, FIFA 2001 and SSX.
Information about our net revenues by product line for fiscal 2001 and 2000 is presented below (in thousands):
Personal Computer Product Net Revenues
The increase in sales of PC products for fiscal 2001 was primarily attributable to the continued strong sales of The Sims, which shipped in the prior year. Key current year releases were Command & Conquer: Red Alert 2 and The Sims: Livin' Large. We released 20 PC titles in fiscal 2001 compared to 31 titles in fiscal 2000. The Sims continues to be the number one PC title and has now sold over 4 million copies. Due to the sales of The Sims in fiscal 2001, we expect revenues from PC products to be flat or lower in fiscal 2002.
PlayStation Product Net Revenues
We released 17 PlayStation titles in fiscal 2001 compared to 30 in fiscal 2000. As expected, PlayStation sales decreased for fiscal 2001 compared to the prior year primarily attributable to the PlayStation 2 platform transition and fewer titles. With the exception of Madden NFL, all of our franchises experienced significant decreases from the prior year release. Although our PlayStation products are playable on the PlayStation 2 console, we expect sales of current PlayStation products to continue to decline significantly in fiscal 2002.
Under the terms of a licensing agreement entered into with Sony Computer Entertainment of America in July 1994 (the "Sony Agreement"), as amended, we are authorized to develop and distribute CD-based software products compatible with the PlayStation. Furthermore, under the terms of an additional licensing agreement entered into with Sony Computer Entertainment of America as of April 2000 (the "PlayStation 2 Agreement"), as amended, we are authorized to develop and distribute DVD-based software products compatible with the PlayStation 2. Pursuant to these agreements, we engage Sony to supply its PlayStation and PlayStation 2 CD's for distribution by us. Accordingly, we have limited ability to control our supply of PlayStation and PlayStation 2 CD products or the timing of their delivery.
PlayStation 2 Product Net Revenues
We released 15 titles worldwide in fiscal 2001 for the PlayStation 2. Key releases for the year included Madden NFL 2001, SSX, FIFA 2001, NBA Live 2001 and NHL 2001. Revenue was lower than expected due to the shortage of PlayStation 2 hardware in the year resulting from component shortages which limited the number of units that could be manufactured, according to Sony. We expect Sony to correct these issues for the next fiscal year, and expect revenues from PlayStation 2 products to grow in fiscal 2002.
Affiliated Label Product Net Revenues
The decrease in Affiliated Label net revenues for fiscal 2001 compared to the prior fiscal year was primarily due to the strong sales of Final Fantasy(R) VIII in the prior year, our acquisition of DreamWorks Interactive, formerly an AL, in the fourth quarter of the prior year, fewer hit AL product releases and product release slips in Europe.
N64 Product Net Revenues
We released three N64 titles in fiscal 2001 compared to eight titles during fiscal 2000. The expected decrease in N64 revenues for the fiscal year, compared to the prior fiscal year, was primarily due to fewer releases. The decrease was also due to the weaker market for N64 products in the current year. With the expected release of Nintendo GameCube in North America in November 2001, per Nintendo, we expect revenues for N64 products to continue to decline significantly in fiscal 2002. The key release for the year was The World Is Not Enough.
Under the terms of the N64 Agreement, we engage Nintendo to manufacture our N64 cartridges for distribution by us. Accordingly, we have little ability to control our supply of N64 cartridges or the timing of their delivery. A shortage of microchips or other factors outside our control could impair our ability to obtain an adequate supply of cartridges.
Online Net Revenues
The increase in online revenues for fiscal 2001 as compared to fiscal 2000 was attributable to the following:
o The average number of paying customers for Ultima Online increased to approximately 200,000 for fiscal 2001 as compared to over 140,000 for fiscal 2000. This increase was due to continued strong sales of Ultima Online, the addition of new events and parties within the Ultima worlds and the release of Ultima Online Renaissance in April 2000.
o We generated over $5,100,000 in subscription revenues for Kesmai and Worldplay online games for fiscal 2001. These products were not part of EA.com last year due to the Kesmai acquisition in the fourth quarter of fiscal 2000. Revenues associated with these services will continue to decrease as some of these products will be converted into our advertising supported free offerings or incorporated in our bundled subscription offerings.
License, OEM and Other Revenues
The decrease in license, OEM and other revenues for fiscal 2001 as compared to fiscal 2000 was primarily a result of lower license revenue of certain titles on the Game Boy platform.
Advertising
Following the launch of EA.com on the world wide web and the AOL Games Channel in October, we began selling advertising on EA.com and AOL properties, including the Slingo game. In addition, we generated advertising revenue from Pogo's websites as a result of the purchase of Pogo Corporation (now referred to as "Pogo") in February 2001.
Operations by Segment
The series of common stock designated as Class B (see note 2) was approved to reflect the performance of EA.com. Accordingly, management considers EA.com to be a separate reportable segment. Prior period information has been restated to disclose this separate segment. We operate in two principal business segments globally:
o Electronic Arts Core ("EA Core") business segment: creation, marketing and distribution of entertainment software.
o EA.com business segment: creation, marketing and distribution of entertainment software which can be played or sold online, ongoing management of subscriptions of online games and website advertising.
EA.com, a division of Electronic Arts Inc., represents Electronic Arts' online and e-Commerce businesses. EA.com's business includes subscription revenues collected for Internet gameplay on our websites, website advertising, sales of packaged goods for Internet-only based games and sales of Electronic Arts games sold through the EA.com web store. The Consolidated Statement of Operations includes all revenues and costs directly attributable to EA.com, including charges for shared facilities, functions and
services used by EA.com and provided by Electronic Arts. Certain costs and expenses have been allocated based on management's estimates of the cost of services provided to EA.com by Electronic Arts.
Information about our operations by segment for fiscal 2001 and 2000 is presented below (in thousands):
Allocation of retained interest (in thousands):
The following table presents pro-forma results of operations allocating taxes between EA Core and EA.com. Consolidated taxes have been allocated to EA Core and EA.com on a pro rata basis based on the consolidated effective tax rates, thereby giving EA.com the tax benefit of its losses which is utilized by the consolidated group. Such tax benefit could not be recognized by EA.com on a stand-alone basis. The sum of tax expense and tax benefit for EA Core and EA.com is the same as consolidated tax expense and tax benefit. This presentation represents how management analyzes each segment of the business (in thousands):
Costs and Expenses, Interest and Other Income, Net, Income Taxes and Net Income (Loss) for both EA Core and EA.com Segments
Cost of Goods Sold. Cost of goods sold for our packaged goods business consists of actual product costs, royalties expense for celebrities, professional sports organizations and independent software developers, manufacturing royalties, expense for defective products and operations expense. Cost of goods sold for our subscription business consists primarily of data center and bandwidth costs associated with hosting our websites, credit card fees and intercompany royalties for use of EA properties for subscription games.
Marketing and Sales. Marketing and sales expenses consist of personnel related costs, advertising and marketing and promotional expenses. In addition, marketing and sales includes the amortization of the AOL carriage and revenue share fees (now referred to as "Carriage Fee"), which began with the launch of EA.com in October. The Carriage Fee will be amortized straight line over the term of the AOL agreement.
General and Administrative. General and administrative expenses consist of personnel and related expenses of executive and administrative staff, fees for professional services such as legal and accounting and allowances for bad debts.
Research and Development. Research and development expenses consist of personnel related costs, consulting and equipment depreciation. In addition, research and development includes customer relationship management expenses associated with the supervision of online play and the operation of Ultima Online. EA.com has research and development expenses incurred by Electronic Arts' studios consisting of direct development costs and related overhead costs (facilities, network and development management and supervision) in connection with the development and production of EA.com online games.
Network Development and Support. Network development and support costs consist of expenses associated with development of web content, depreciation on server equipment to support online games, network infrastructure, software licenses and maintenance, and network and management overhead.
Cost of Goods Sold. Cost of goods sold as a percentage of revenues decreased in fiscal 2001 due to:
o An increase in sales of higher margin PC titles as a percentage of revenues. The current year included sales on titles such as The Sims, Command & Conquer: Red Alert 2 and The Sims: Livin' Large.
o The introduction of higher margin PlayStation 2 products in the current year.
o A decrease in sales of lower margin AL and N64 titles.
o An increase in higher margin Online and Advertising revenue.
o Offset by a decrease in sales of PlayStation titles combined with the decrease in average margins on PlayStation products due to a decrease in the average sales price on front line and catalogue products.
Marketing and Sales. Marketing and sales expenses for fiscal 2001 increased as a percentage of revenue, primarily attributed to:
o Higher EA.com marketing and sales expenses due to increased staff required to support the live game site and advertising campaigns run on the AOL service promoting the Games Channel. In future periods, EA.com intends to further increase marketing and advertising spending in order to promote our game site and the Games Channel on AOL.
o The amortization of the AOL carriage fee, which began with the launch of EA.com in October of the current fiscal year.
o Offset by lower television and print advertising in North America and Europe due to fewer number of releases compared to last year.
General and Administrative. General and administrative expenses increased 12.6% for fiscal 2001, primarily attributed to:
o The expansion of the EA.com staff and additional administrative-related costs required to support the growth of the EA.com business.
o Increase in bad debts due to a write off of a receivable as a result of the default of payment from a customer in Europe for approximately $1,000,000.
o Increase in depreciation expense for Europe due to the implementation of a new transaction processing system.
Research and Development (excluding Network Development and Support). Research and development expenses increased in absolute dollars by 38.2% for fiscal 2001, primarily attributed to:
o Increase in research and development expenses by EA.com (including expenses incurred by EA Core on behalf of EA.com) due to an increase in the number of online projects in development and increased development staff to support these products. The type of games that will be in development will most likely increase in complexity and depth.
o An increase in development spending for next generation console products including development for the PlayStation 2 console, Xbox and Nintendo GameCube.
o The increase is also due to research and development expenses related to the acquisition of DreamWorks Interactive, a software development company, in the fourth quarter of the prior fiscal year.
o Increased headcount related costs associated with the formation of our customer relationship management organization for the live game site.
We released a total of 55 new packaged goods products in fiscal 2001 compared to 69 new products in fiscal 2000. In addition, the EA.com website launched in October 2000, and has over 80 live games.
Network Development and Support. The increase in network development and support expenses was primarily due to increased spending for the network infrastructure, and the Games Channel on the AOL service and the amortization of capitalized costs as required under SOP 98-1 associated with the pre-launch network infrastructure build. As a result, we expect network development and support expenses to increase in absolute dollars in the future.
Charge for Acquired In-Process Technology.
Fiscal 2001:
In connection with the acquisition of Pogo in the fourth fiscal quarter of fiscal 2001, we allocated and expensed $2,719,000 of the $43,333,000 purchase price to acquired in-process technology. At the date of acquisition, this amount was expensed as a non-recurring charge as the in-process technology had not yet reached technological feasibility and had no alternative future uses. Pogo had various projects in progress at the time of the acquisition. As of the acquisition date, costs to complete Pogo projects acquired were expected to be approximately $1,200,000 in future periods. We believe there have been no significant changes to these estimates
as of March 31, 2001. We currently expect to complete the development of these projects at various dates through fiscal 2002 and to publish the projects upon completion. In conjunction with the acquisition of Pogo, we accrued approximately $100,000 related to direct transaction and other related costs.
Fiscal 2000:
o In connection with the acquisition of Kesmai by EA.com in the fourth quarter of fiscal 2000, we allocated and expensed $3,869,000 of the purchase price to acquired in-process technology.
o In connection with the acquisitions of two development companies by EA Core, made in the 2nd and 4th quarters of fiscal 2000, we allocated and expensed $2,670,000 of the purchase price to acquired in-process technology.
These charges were made after we concluded that the in-process technology had not reached technological feasibility and had no alternative future use after taking into consideration the potential for usage of the software in different products and resale of the software.
Amortization of Intangibles. The amortization of intangibles results primarily from the acquisitions of Westwood, Kesmai, DreamWorks Interactive, ABC Software, Pogo and other acquisitions. Amortization of intangibles was $12,829,000 for EA Core and $6,494,000 for EA.com for fiscal 2001. Amortization of intangibles was $10,866,000 for EA Core and $1,123,000 for EA.com for fiscal 2000.
Interest and Other Income, Net. Interest and other income, net, increased in absolute dollars primarily due to higher interest income as a result of higher average cash balances and investing in higher yielding taxable securities in the current year. Those gains were partially offset by realized gains on sales of marketable securities in the prior year.
Income Taxes. Our effective tax rate was 31.0% for fiscal 2001 and fiscal 2000. At March 31, 2001, we generated a federal income tax net operating loss. A substantial portion of this loss will be utilized in a carryback claim with the remainder being carried forward. A valuation allowance has not been established on this loss carryforward or other net deferred tax assets as we believe it is more likely than not that the results of future operations will generate sufficient taxable income to realize them.
Net Income (loss). In absolute dollars, reported net income (loss) decreased in fiscal 2001 primarily related to lower revenues as well as higher costs and expenses compared to the same period last year. The decrease in revenues was primarily due to the beginning of the transition period to next generation console systems. The increase in expenses was primarily due to increases in development of next generation console products in the Core business and the investment in EA.com, including expenses to build network and online game products and to launch our game sites in October 2000.
Excluding goodwill, non-cash compensation and one-time charges in the amount of $17,077,000, net of taxes, for fiscal 2001, net income would have been $5,995,000. Excluding goodwill, non-cash compensation and one-time charges in the amount of $13,292,000, net of taxes, for fiscal 2000, net income would have been $130,043,000.
Comparison of Fiscal 2000 to 1999:
Revenues
Information about our net revenues for North America and foreign areas for fiscal 2000 and 1999 is summarized below (in thousands):
North America Net Revenues
The increase in North America net revenues for fiscal 2000 compared to fiscal 1999 was primarily attributable to:
o A 52% increase in PC revenues due to strong sales of Command & Conquer: Tiberian Sun, SimCity 3000(TM), as well as the fourth quarter shipment of The Sims in fiscal 2000.
o A 20% increase in PlayStation revenues due to more titles released during fiscal 2000 including Madden NFL 2000, NBA Live 2000 and Tomorrow Never Dies as compared to fiscal 1999.
o A 17% increase in AL revenues primarily due to the shipment of titles published by Square EA offset by the loss of an affiliate, Accolade, due to its acquisition by a third party in the first quarter of fiscal 2000.
o These increases were partially offset by an expected decline in sales of N64 products.
International Net Revenues
The increase in international net revenues for fiscal 2000 compared to fiscal 1999 was attributable to the following:
o Europe's net revenues increased by 12% primarily due to an increase in sales of PC titles including Command & Conquer: Tiberian Sun, Sim City 3000 and The Sims as well as an increase in PlayStation revenues due to the success of FIFA 2000, Tomorrow Never Dies and 2000. These increases were partially offset by an expected decline in sales of N64 products. Overall European revenues were adversely impacted by a devaluation of the Euro in fiscal 2000 compared to fiscal 1999.
o Asia Pacific's net revenues increased 14% due to PC sales of Command & Conquer: Tiberian Sun and SimCity 3000.
o Japan's net revenues were flat compared to fiscal 1999. PC and Affiliated Label revenues increased, offset by a decrease in PlayStation product sales primarily due to strong sales of FIFA: Road to World Cup and World Cup 98 in fiscal 1999.
Information about our net revenues by product line for fiscal 2000 and 1999 is presented below (in thousands):
Personal Computer Product Net Revenues
We released 31 PC titles in fiscal 2000 compared to 29 PC titles in fiscal 1999. The worldwide increase in sales of PC revenues was primarily attributable to an increase in sales in North America and Europe due to the success of Command & Conquer: Tiberian Sun released in the second quarter of fiscal 2000 and continued strong catalog sales of SimCity 3000 released in the fourth quarter of fiscal 1999. Other key titles for fiscal 2000 include The Sims and FIFA 2000.
PlayStation Product Net Revenues
We released 30 new PlayStation titles in fiscal 2000 compared to 21 in fiscal 1999. The increase in PlayStation product sales was attributable to more titles released in the current fiscal year compared to the same period last year. Key releases for fiscal 2000 include FIFA 2000, Tomorrow Never Dies, Madden NFL 2000, NBA Live 2000 and Knockout Kings(TM) 2000.
Affiliated Label Product Net Revenues
AL product sales increased due to higher sales in North America. The increase in Affiliated Label revenues was due to the distribution of titles by Square EA, including Final Fantasy(R) VIII, partially offset by the termination of our distribution agreement with Accolade, which was acquired by a third party.
N64 Product Net Revenues
The expected decrease in N64 revenues for fiscal 2000 compared to fiscal 1999 was due to the weak market for N64 products as well as strong comparisons of World Cup 98 in fiscal 1999. We released eight titles in fiscal 2000, including WCW(TM) Mayhem, compared to nine titles in fiscal 1999.
Online Subscription Revenues
Online subscription revenues are revenues collected for Internet game play on our websites. The increase in online revenues for fiscal 2000 as compared to fiscal 1999 was attributable to the following:
o The average number of paying customers for Ultima Online increased to over 140,000 for fiscal 2000 as compared to over 105,000 in fiscal 1999.
o The increase in paying customers was due to continued strong sales of Ultima Online, the addition of new events within the Ultima worlds and the release of Ultima Online: The Second Age(TM) in October 1998. Ultima Online: The Second Age added features including new worlds, monsters and an in-game chat feature.
o We established servers for Ultima Online in Europe in June 1999 and in Japan in October 1998. This local dial-in capability resulted in new customers in those territories for the fiscal 2000, as compared to fiscal 1999.
License, OEM and Other Revenues
The increase in license, OEM and other revenues was primarily due to the following:
o License/OEM revenues increased due to the sales of Game Boy(R) Color titles in fiscal 2000.
o Other revenues decreased primarily due to decreases in 32-bit products, other than PlayStation, as we no longer publish games for those platforms.
Operations by Segment
Information about our operations by segment for fiscal 2000 and 1999 is presented below (in thousands):
The following table presents pro-forma results of operations allocating taxes between EA Core and EA.com. Consolidated taxes have been allocated to EA Core and EA.com on a pro rata basis based on the consolidated effective tax rates, thereby giving EA.com the tax benefit of its losses which is utilized by the consolidated group. Such tax benefits could not be recognized by EA.com on a stand-alone basis. The sum of tax expense and tax benefit for EA Core and EA.com is the same as consolidated tax expense. This presentation represents how management analyzes each segment of the business (in thousands):
Costs and Expenses, Interest and Other Income, Net, Income Taxes and Net Income for both EA Core and EA.com Segments
Cost of Goods Sold. Cost of goods sold as a percentage of revenues decreased in fiscal 2000 due to:
o An increase in sales of higher margin PC titles as a percentage of revenues.
o An increase in sales of higher margin AL co-published titles which make up a greater amount of total AL revenues for fiscal 2000 as compared to fiscal 1999.
o A decrease in sales of lower margin N64 titles.
o Higher average margin for PC sales due to higher percentage of revenues from internally developed and Intellectual Property owned titles, such as Command & Conquer: Tiberian Sun, SimCity 3000 and The Sims.
o Offset by a decrease, as a percentage of revenues, of PlayStation products.
Marketing and Sales. Marketing and sales expenses increased in absolute dollars by 15% primarily attributed to:
o Increased print, Internet and television advertising to support new releases.
o Increased cooperative advertising associated with higher revenues in North America and Europe as compared to the prior year.
o Additional headcount related to the continued expansion of our worldwide distribution business.
General and Administrative. General and administrative expenses increased in absolute dollars by 21% primarily due to:
o An increase in payroll and occupancy costs to support the increase in growth in North America and Europe.
o Increased general and administrative spending for EA.com. EA.com expanded its staff and incurred additional administrative related costs required to support growth of the business.
Research and Development. The increase in absolute dollars by 28% for research and development expenses (excluding Network Development and Support) was due to:
o Increased research and development spending due to the ongoing investment in our online business. EA.com increased the number of online projects in development and increased development staff.
o Additional headcount-related expenses attributable to the increased in-house development capacity and a higher number of SKUs released in fiscal 2000.
o An increase in development spending for next generation console products including development for the PlayStation 2 console.
We released a total of 69 new products in fiscal 2000 compared to 59 in fiscal 1999.
Network Development and Support. The increase in network development and support expenses was due to increased EA.com spending for network infrastructure in preparation for new online products and the EA.com game site. In addition, we incurred higher infrastructure costs related to increased server capacity for Ultima Online, allowing EA.com to serve a higher number of active subscribers.
Charge for Acquired In-Process Technology.
Fiscal 2000:
o In connection with the acquisition of Kesmai by EA.com in the fourth quarter of fiscal 2000, we allocated and expensed $3,869,000 of the purchase price to acquired in-process technology. Kesmai had various projects in progress at the time of the acquisition. As of the acquisition date, costs to complete Kesmai projects acquired were expected to be approximately $10,550,000 in future periods. During fiscal 2001, some of these development projects were completed and launched on the EA.com gamesites. In addition, as certain games are completed, we expect resources to be redirected to ongoing live game operations or to building the EA.com publishing platform. As a result, we do not anticipate incurring significant future development costs in relation to these projects after fiscal 2002. We believe there have been no significant changes to these estimates. We currently expect to complete the development of these projects at various dates through fiscal 2002 and to publish the projects upon completion. In conjunction with the merger of Kesmai, we accrued approximately $200,000 related to direct transaction and other related costs.
o In connection with the acquisitions of two development companies by EA Core, made in the 2nd and 4th quarters of fiscal 2000, we allocated and expensed $2,670,000 of the purchase price to acquired in-process technology.
Fiscal 1999:
o In connection with the acquisition of Westwood by EA Core in September 1998, we allocated and expensed $41,836,000 of the purchase price to acquired in-process technology.
o Additionally, in connection with the acquisition of two software development companies by EA Core, in the first quarter of fiscal 1999, we incurred a total charge of $2,279,000 for acquired in-process technology.
These charges were made after we concluded that the in-process technology had not reached technological feasibility and had no alternative future use after taking into consideration the potential for usage of the software in different products and resale of the software.
Amortization of Intangibles. The amortization of intangibles results primarily from the acquisitions of Westwood, Kesmai, ABC Software and other acquisitions made in fiscal 2000. Amortization of intangibles was $10,866,000 for EA Core and $1,123,000 for EA.com in fiscal 2000. For fiscal 1999, amortization of intangibles was $5,880,000 resulting from the acquisitions of Westwood and ABC Software by EA Core.
Interest and Other Income, Net. Interest and other income, net, increased in absolute dollars primarily due to realized gains on sales of marketable securities and the sale of our interest in an affiliate. Those gains were partially offset by a write-off of a note receivable from an affiliate in fiscal 2000 as well as a gain on sale of land recognized in fiscal 1999.
Income Taxes. Our effective tax rate was 31.0% for fiscal 2000 and 38.3% for fiscal 1999. The effective tax rate was lower than the comparable prior year period (excluding the effect of the one-time charges in the prior year) primarily as a result of a higher portion of international income for fiscal 2000 subject to a lower foreign tax rate as compared to the prior year. Our effective tax rate for fiscal 1999 was negatively affected as there was no tax benefit recorded for a portion of the charges related to the acquired in-process technology. Excluding the effect of these charges, the effective tax rate for fiscal 1999 would have been 32.0%.
Net Income. In absolute dollars, reported net income increased by 60% primarily related to higher revenues and gross profits as compared to fiscal 1999. The increase was also due to significant one-time charges for acquired in-process technology in fiscal 1999. This was partially offset by higher costs incurred by EA.com for the development of online projects, the network infrastructure development and higher infrastructure costs for Ultima Online and Ultima Online: The Second Age. Excluding the one-time charges relating to acquired in-process technology of $4,512,000, net of taxes, in fiscal 2000, net income would have been $121,263,000. Excluding the one-time charges relating to acquired in-process technology of $37,506,000, net of taxes in fiscal 1999, net income would have been $110,378,000.
Excluding one-time charges related to acquired in-process technology and goodwill amortization, net income would have been $129,535,000 for fiscal 2000. Excluding one-time charges relating to acquired in-process technology and goodwill amortization, net income would have been $114,376,000 for fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2001, our working capital was $478,701,000 compared to $440,021,000 at March 31, 2000. Cash, cash equivalents and short-term investments increased by $126,688,000 in fiscal 2001. We generated $193,939,000 of cash from operations, $102,628,000 of cash through the sale of equity securities under our stock plans, offset by $120,347,000 of cash used in capital expenditures in fiscal 2001. During fiscal 2001, we invested $43,333,000 in cash for the acquisition of Pogo.
Reserves for bad debts and sales returns increased from $65,067,000 at March 31, 2000 to $89,833,000 at March 31, 2001. Reserves have been charged for returns of product and price protection credits issued for products sold in prior periods. Management believes these reserves are adequate based on historical experience and its current estimate of potential returns and allowances.
Our principal source of liquidity is $466,492,000 in cash, cash equivalents and short-term investments and $10,022,000 in marketable securities. Management believes the existing cash, cash equivalents, short-term investments, marketable securities and cash generated from operations will be sufficient to meet cash and investment requirements on both a short-term and long-term basis.
Included in the amounts above is the following for the EA.com business:
o With the exception of the proceeds from the sale of stock to AOL in fiscal 2000 in the amount of $20,000,000, to date, EA.com has been funded solely by Electronic Arts. This funding has been accounted for as capital contributions from Electronic Arts. Excess cash generated from operations is transferred to Electronic Arts, and has been accounted for as a return of capital. We anticipate these funding procedures will continue in the near-term. However, Electronic Arts may, at its discretion, provide funds to EA.com under a debt arrangement, instead of treating such funding as a capital contribution.
o During fiscal 2001, EA.com used $132,210,000 of cash in operations (including payments to AOL of approximately $11,250,000), $68,887,000 in capital expenditures for computer equipment, network infrastructure, internal use software and related third party software, $43,333,000 for the acquisition of Pogo, gross of cash received of $762,000, offset by $245,141,000 provided through capital contributions from Electronic Arts. As a result of the net operating loss generated, we realized a tax benefit of approximately $47,586,000.
o During fiscal 2000, EA.com used $68,329,000 of cash in operations (including payments to AOL of approximately $36,000,000), $37,605,000 in capital expenditures for computer equipment, network infrastructure, internal use software and related third party software, $1,499,000 for an investment in a 3rd party developer, $32,539,000 for the acquisition of Kesmai and another acquisition, offset by $140,410,000 provided through capital contributions from Electronic Arts. As a result of the net operating loss generated, we realized a tax benefit of approximately $16,923,000.
EA.com is required to pay $50,000,000 to AOL as a carriage fee under the AOL agreement. Of this amount, $25,000,000 was paid upon signing the agreement and the remainder is due in four equal annual installments on the first four anniversaries of the initial payment. During fiscal 2001, the Company paid AOL the first annual carriage payment of $6,250,000. EA.com is also required to pay to AOL $31,000,000 as an advance of a minimum guaranteed revenue share for revenues generated by subscriptions and other certain commercial transactions on the EA.com site. Of this amount, $11,000,000 was paid upon signing of the agreement and the remainder is due in four equal annual installments on the first anniversary of the initial payment. During fiscal 2001, the Company paid AOL the first annual revenue share payment of $5,000,000.
EA.com also made a commitment to spend $15,000,000 in offline media advertisements promoting our online games, including those on the AOL service, during the term of the AOL agreement.
Future liquidity needs of EA.com will be met by Electronic Arts as Electronic Arts intends to continue to fund the cash requirements of EA.com for the foreseeable future.
Impact of Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133 ("SFAS 133") "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133 - an Amendment of FASB Statement No. 133" and SFAS 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities - an Amendment of FASB Statement No. 133" which establishes accounting and reporting standards for derivative instruments and hedging activities. The terms
of SFAS 133 and SFAS 138 are effective as of the beginning of the first quarter of the fiscal year beginning after June 15, 2000. The Company is determining the effect of SFAS 133, 137 and 138 on its financial statements.
In April 2001, the Emerging Issues Task Force issued No. 00-25 ("EITF 00-25"), "Accounting for Consideration from a Vendor to a Retailer in Connection with the Purchase or Promotion of the Vendor's Products", which states that consideration from a vendor to a reseller of the vendor's products is presumed to be a reduction of the selling prices of the vendor's products and, therefore, should be characterized as a reduction of revenue when recognized in the vendor's income statement. That presumption is overcome and the consideration can be categorized as a cost incurred if, and to the extent that, a benefit is or will be received from the recipient of the consideration. That benefit must meet certain conditions described in EITF 00-25. The consensus should be applied no later than in annual or interim financial statements for periods beginning after December 15, 2001. The Company is currently evaluating the impact of this consensus on its Statement of Operations.
- --------------------------------------------------------------------------------
Euro Conversion
On January 1, 1999, eleven of the fifteen member countries of the European Union established fixed conversion rates between their existing currencies (the "legacy currency") and the one common legal currency known as the "Euro". From January 1, 1999 through June 30, 2002 the countries will be able to use their legacy currencies or the Euro to transact business. By July 1, 2002, at the latest, the conversion to the Euro will be complete at which time the legacy currencies will no longer be legal tender. The fixed conversion rates between their existing currencies have eliminated exchange rate risk among the member countries.
The conversion to the Euro has reduced the number of forward contracts that we use to hedge the exchange rate risk. The forward contracts that were used to hedge the individual legacy currencies have been replaced by a single Euro hedge contract and the intercompany transactions among subsidiaries within the European Union are no longer subject to exchange rate risk.
- --------------------------------------------------------------------------------
RISK FACTORS
Electronic Arts' business is subject to many risks and uncertainties which may affect our future financial performance. Some of those important risks and uncertainties which may cause our operating results to vary or which may materially and adversely affect our operating results are as follows:
Risk Factors Relating to Our Core Business
Platform Transitions Such as the One Now Occurring Typically Depress the Market for Video Game Software Until New Platforms Achieve a Wide Market Acceptance
When new video game platforms are announced or introduced into the market, consumers typically reduce their purchases of video games for current platforms in anticipation of new platforms being available. During that period, sales of our video game products can be expected to slow or even decline until new platforms have achieved a wide market and consumer acceptance. We are currently in such a transition. Sony shipped its PlayStation 2 product in Japan, North America and Europe in calendar year 2000. For the December quarter, manufacturing shortages, resulting in the delay of a significant number of shipments of PlayStation 2 units in North America and Europe, have adversely affected our results of operations. In addition, Nintendo announced that its new console system, Nintendo GameCube, will be released in calendar year 2001 in Japan and North America and in calendar year 2002 in Europe. Microsoft announced that its new console system, Xbox, will be released in calendar year 2001 in North America and Japan and calendar year 2002 in Europe. Delays in the launch or shortages of these platforms could also adversely affect our sales of products for these platforms. Current sales of our products for the existing PlayStation and Nintendo 64 platforms have been adversely affected (by the pending introduction of new platforms). We expect this trend to continue until one or more of these new consoles achieve a wide installed base of consumers.
New Video Game Platforms Create Additional Technical and Business Model Uncertainties
Large portions of our revenues are derived from the sale of products for play on proprietary video game platforms such as the Sony PlayStation. The success of our products is significantly affected by acceptance of the new video game hardware systems and the life span of older hardware platforms and our ability to accurately predict which platforms will be most successful.
Sometimes we will spend development and marketing resources on products designed for new video game systems that have not yet achieved large installed bases or will continue product development for older hardware platforms that may have shorter life cycles than we expected. Conversely, if we do not develop for a platform that achieves significant market acceptance, or discontinue development for a platform that has a longer life cycle than expected, our revenue growth may be adversely affected.
For example, the Sega Dreamcast console launched in Japan in early 1999 and in the United States in September of 1999. We have developed no products for this platform. Had this platform achieved wide market acceptance, our revenue growth would have been adversely affected. Similarly, we released a variety of products for the new Sony platform, the PlayStation 2. The shortages of PlayStation 2 units has adversely affected our results, and if that platform does not achieve wide acceptance by consumers, we will have spent a disproportionate amount of our resources for this platform. Similarly, we are developing products for the Xbox and Nintendo GameCube. If these platforms do not achieve wide commercial acceptance, our revenue growth will be adversely impacted.
Product Development Schedules Are Frequently Unreliable and Make Predicting Quarterly Results Difficult
Product development schedules, particularly for new hardware platforms and high-end multimedia personal computers, or PCs, are difficult to predict because they involve creative processes, use of new development tools for new platforms and the learning process, research and experimentation associated with development for new technologies. For example, The World is Not Enough for the PlayStation 2 and EMPEROR: Battle for Dune for the PC, which were expected to ship in fiscal 2001 will not be released until fiscal 2002 due to development delays. Additionally, development risks for CD-ROM and DVD products can cause particular difficulties in predicting quarterly results because brief manufacturing lead times allow finalizing products and projected release dates late in a quarter. Our revenues and earnings are dependent on our ability to meet our product release schedules, and our failure to meet those schedules could result in revenues and earnings which fall short of analysts' expectations for any individual quarter and the fiscal year.
Our Business Is Both Seasonal and Cyclical
Our business is highly seasonal with a significant percentage of our revenues occurring in the December quarter. In our fiscal 2002, we expect these seasonal trends to be magnified by general industry factors, including the current platform transition, anticipated fall launches of the Xbox and Nintendo GameCube in North America and the economic slowdown in the United States. In addition, we are continuing to invest significantly in our online operation, EA.com. Our business is also cyclical; video game platforms have historically had a life cycle of four to six years, and decline as more advanced platforms are being introduced. As one group of platforms is reaching the end of its cycle and new platforms are emerging, buying patterns may change. Purchases of products for older platforms may slow at a faster rate than sales of new platforms. We are currently in such a platform transition. Sega introduced its latest platform in calendar year 1999, and Sony shipped its PlayStation 2 console in Japan, North America and Europe in calendar year 2000. Nintendo announced that its new console system, Nintendo GameCube, will be released in calendar year 2001 in Japan and North America and in calendar year 2002 in Europe. Microsoft announced that its new console system, Xbox, will be released in calendar year 2001. Sales of our current products for the current Nintendo and Sony platforms have already been adversely affected, and we expect this trend to continue.
The Impact of e-Commerce and Online Games on Our Business Is Not Known
While we do not currently derive significant revenues from online sales of our packaged products, we believe that such form of distribution will become a more significant factor in our business in the future. E-Commerce is becoming an increasingly popular method for conducting business with consumers. How that form of distribution will affect the more traditional retail distribution, at which we have historically had success, and over what time period, is uncertain. In addition, we expect the number and popularity of online games to increase and become a significant factor in the interactive games business generally. We do not know how that increase generally, or the emerging business of EA.com specifically, will affect the sales of packaged goods.
Our Business, Our Products, and Our Distribution Are Subject to Increasing Regulation in Key Territories
Legislation is increasingly introduced which may affect the content of our products and their distribution. For example, privacy rules in the United States and Europe impose various restrictions on our web sites. Those rules vary by territory while of course the Internet recognizes no geographical boundaries. Other countries such as Germany have adopted laws regulating content transmitted over the Internet that are stricter than current United States laws. In the United States, in response to recent events, the federal and several state governments are considering content restrictions on products such as those made by us as well as restrictions on distribution of such products. Any one or more of these factors could harm our business.
Our Platform Licensors Are Our Chief Competitors and Frequently Control the Manufacturing of Our Video Game Products
Our agreements with hardware licensors, which are also our chief competitors, typically give significant control to the licensor over the approval and manufacturing of our products. This fact could, in certain circumstances, leave us unable to get our products approved, manufactured and shipped to customers. In most events, control of the approval and manufacturing process by the platform licensors increases both our manufacturing lead times and costs as compared to those we can achieve independently. For example, in prior years, we experienced delays in obtaining approvals for and manufacturing of PlayStation products which caused delays in shipping those products. The potential for additional delay or refusal to approve or manufacture our products continues with our platform licensors. Such occurrences would harm our business and adversely affect our financial performance. Additionally, we have not negotiated a publishing agreement with Nintendo for the Nintendo GameCube platform and we do not know whether the terms of this agreement will be favorable.
Proliferation and Assertion of Patents Poses Serious Risks to our Business
Many patents have been issued that may apply to widely used game technologies. Additionally, many recently issued patents are now being asserted against Internet implementations of existing games. Several such patents have been asserted against us. Such claims can harm our business. We will incur substantial expenses in evaluating and defending against such claims, regardless of the merits of the claims. In the event that there is a determination that we have infringed a third party patent, we could incur significant monetary liability and be prevented from using the rights in the future.
Risk Factors Relating to Our Online Business
Because of EA.com's Limited Operating History, It Will Be Difficult To Evaluate its Business and Prospects
EA.com's business is still in the developing stages, so evaluating its business and prospects will be more difficult than would be the case for a more mature business. We will continue to encounter the risks and difficulties faced in launching a new business, and we may not achieve our goals or may be compelled to change the manner in which we seek to develop the business. These uncertainties as to the future operations of EA.com will increase the difficulty we face in completing and pursuing the essential plans for the development of the business and will also make it more difficult for our stockholders and securities analysts to predict the operating results of this business.
EA.com Has a History of Losses and Expects To Continue To Incur Losses and May Never Achieve Profitability
EA.com has incurred substantial losses to date, including the current fiscal year. We expect EA.com to continue to incur losses as it develops its business. EA.com will be required to maintain the significant support, service and product enhancement demands of online users, and we cannot be certain that EA.com will produce sufficient revenues from its operations to support these costs. Even if profitability is achieved, EA.com may not be able to sustain it over a period of time.
Our Agreements with America Online May Not Prove Successful to the Development of EA.com's Business
We have a series of agreements with America Online ("AOL") for the offering of our games for online play. These agreements require that we make substantial guaranteed payments to AOL and that we commit our resources to the pursuit of the online game opportunity. We cannot be assured that the substantial costs associated with the AOL agreements will be justified by the revenues generated from that relationship. In addition, restrictions included in the AOL agreements limiting other channels we may develop for offering online games may limit our ability to diversify our online distribution strategies. The success for us of the AOL agreements will also be a result of AOL's performance under the agreements, a factor over which we will have very little control.
We Have Very Limited Experience with Online Games and May Not Be Able To Operate This Business Effectively
Offering games solely for online play is a substantial departure from our traditional business of selling packaged software games. We have employed various pricing models, including subscription fees, "pay to play fees" and advertising. We have very little experience with developing optimal pricing strategies for online games and no experience in "pay to play" pricing or in securing advertising revenues for online services. Similarly, we are inexperienced in predicting usage patterns for our games. Because of our inexperience in this area, we may not be effective in achieving success that may otherwise be attainable from offering our games online.
Online Games Have Risks That Are Not Associated with Our Traditional Business
Online games, particularly multiplayer games, pose risks to player enjoyment that do not generally apply to packaged game sales. Players frequently would not be acquainted with other players, which may adversely affect the playing experience. Social issues raised by a player's conduct may impact the experience for other players. We have not determined whether or how we might monitor or proctor player behavior that impairs the game experience. In addition, there are substantial technical challenges to be met both in the introduction of our games online and in maintaining an effective game playing environment over time. Also, hacking and spamming has become a serious problem for online sites, and significant hacking and spamming could seriously interfere with online game play. If these risks are not successfully controlled and technical challenges resolved, potential customers for our games may be unwilling to play in sufficient volume to allow us to attain or sustain profitability.
We May Not Be Able To Obtain the Required Licenses To Offer Our Games Online
If we are unable to reach terms with certain licensors for our games, we will not be able to offer certain of our games for online play. Many of Electronic Arts' most popular games feature characters, trademarks, people or concepts for which we have licenses from third parties. As an example, our EA SPORTS products typically contain content licensed from a sports and players' association. In certain instances, the terms of these licenses will not allow us to offer the games for online play without negotiating an additional license. We cannot be certain that the licensors will be amenable to a license for online games involving their content or, even if they are, that we will be able to reach terms with them for such use. We may be forced to agree to terms that ultimately materially impair the economic value to us of the online game market.
Proliferation and Assertion of Patents Poses Serious Risks to the Business of EA.com
Many patents have been issued that may apply to widely used Internet technologies. Additionally, many recently issued patents are now being asserted against Internet implementations of older technologies. Several such patents have been asserted against us. Such claims can harm our business. We will incur substantial expenses in evaluating and defending against such claims, regardless of the merits of the claims. In the event that there is a determination that we have infringed a third party patent, we could incur significant monetary liability and be prevented from using the rights in the future.
Development of EA.com's Business Will Require Significant Capital, and We Cannot Be Assured That It Will Be Available
EA.com will not be successful if it does not receive the very substantial financing that will be required to develop its business. Electronic Arts has agreed to provide a limited amount of funding to EA.com, but this financing alone may not be sufficient for the development of EA.com's business. Any additional funding that is obtained from EA may either be treated as a revolving credit advance or would increase EA's retained interest in EA.com and correspondingly decrease the interest of the holders of outstanding shares of Class B common stock. The attraction of additional equity or debt financing for EA.com from third parties may not be possible or may only be possible on terms that result in significant dilution to Class A and Class B common stockholders or interest or other costs and debt-related restrictions on the operation of the business. To date, nearly all funding (except warrants and cash from revenues) has been provided by EA.
If Use of the Internet Does Not Continue To Develop and Reliably Support the Demands Placed on It by Electronic Commerce, EA.com's Business Will Be Harmed
EA.com's success depends upon growth in the use of the Internet as a medium for playing games. The use of the Internet for sophisticated games like ours is relatively new. Our business would be seriously harmed if:
o use of the Internet does not continue to increase or increases more slowly than expected,
o the infrastructure for the Internet does not effectively support online game play,
o concerns over the secure transmission of confidential information over public networks inhibit the growth of the Internet as a means of conducting commercial transactions, or
o government regulations regarding Internet content, privacy or other conditions impede the effectiveness of the Internet to users.
Capacity Restraints May Restrict the Use of the Internet as a Forum for Game Play, Resulting in Decreased Demand for Our Products
The Internet infrastructure may not be able to support the demands placed on it by increased usage or the limited capacity of networks to transmit large amounts of data. Other risks associated with commercial use of the Internet could slow its growth, including:
o outages and other delays resulting from the inadequate reliability of the network infrastructure,
o slow development of enabling technologies and complementary products, and
o limited availability of cost-effective, high speed access.
Delays in the development or adoption of new equipment standards or protocols required to handle increased levels of Internet activity, or increased governmental regulation, would cause the Internet to fail to gain, or lose, viability as a means of game playing. If these or any other factors cause use of the Internet for commerce to slow or decline, the Internet may not prove viable as a commercial marketplace. This, in turn, would result in decreased demand for EA.com's products and services.
To Become and Remain Competitive, EA.com Must Continually Develop and Expand New Content. This Is Inherently Risky and Expensive.
EA.com's success depends on our ability to develop products and services for the EA.com site and our ability to continually expand the content on that site. Our agreement with AOL requires us to develop new games under our relationship with AOL. We cannot assure you that products will be developed on time, in a cost effective manner, or that they will be successful.
We May Not Be Able To Respond to Rapid Technological Change
The market for Internet products and services is characterized by rapid technological change and evolving industry standards. Both in completing the design and implementation of our network infrastructure and thereafter, we will be required to continually improve performance, features, reliability and capacity of our network infrastructure. We cannot assure you that we will be successful in responding rapidly or in a cost effective manner to such developments.
Increasing Governmental Regulation of the Internet Could Limit the Market for Our Products
As Internet commerce continues to evolve, we expect that federal, state and foreign governments will adopt laws and regulations covering issues such as user privacy, taxation of goods and services provided over the Internet, pricing, content and quality of products and services. It is possible that legislation could expose companies involved in electronic commerce to liability, taxation or other increased costs, any of which could limit the growth of electronic commerce generally. Legislation could dampen the growth in Internet usage and decrease its acceptance as a communications and commercial medium. If enacted, these laws and regulations could limit the market for EA.com's products.
Our Revenues Have Been Heavily Dependent on a Single Product and Would Be Adversely Affected if That Product's Popularity Were To Decline
In the near term, EA.com's revenues to date have consisted primarily of revenues from sales of our online product Ultima Online, and we would be adversely affected if revenues from that product were to decline for any reason and not be replaced. We expect the online game market to become increasingly competitive, and it is possible that other producer's current or future games could cause our revenue from Ultima Online to decline. In addition, popularity of Ultima Online could decline over time simply because of consumer preference for new game experiences.
We Invest Very Heavily in Research and Development and Network Technology and Operations for EA.com, and We Cannot Be Assured That We Will Achieve Revenues That Validate This Level of Spending
We have invested, and expect to continue to invest, very heavily in research and development and network technology and operations for our website and online games. We will need to expand EA.com's revenues substantially for it to achieve profitability with these levels of expenditure being required, and we may not be able to do so. If we cannot increase revenues to profitable levels, the value of EA.com will be impaired. In order to develop the broad game offerings that we envision for our online operations it will be necessary to engage in significant developmental efforts both to adapt existing EA games to the online format and to create new online games. Our agreements with AOL require us to maintain a substantial commitment to online game development and we cannot be assured that we will realize acceptable returns from this investment.
Online Product Development Schedules Are Unreliable and Make Predicting Quarterly Results Difficult
Online product development schedules, particularly for Internet based games are difficult to predict because they involve creative processes, use of new development tools, Internet latency issues, a learning process to better understand Internet based game mechanics, and research and experimentation associated with development for new online technologies. Additionally, development risks for Internet based products can cause particular difficulties in predicting quarterly results because of the challenges associated with game testing, live Beta testing, integration into network servers and integration on to the Games web site and may impact the release ("go live") dates of products during a particular quarter. Several online products currently under development are experiencing development delays and will be released later than planned. Our revenues and operating costs are dependent on our ability to meet our product "go live" schedules, and our failure to meet those schedules could result in revenues falling short of analysts' expectations, with no corresponding decrease in expenses, resulting in increased operating losses for EA.com.
General Risk Factors
Because of the Intense Competition for Qualified Technical, Creative, Marketing and Other Personnel, We May Not Be Able To Attract and Retain the Personnel Necessary for our Businesses
The market for technical, creative, marketing and other personnel essential to the development of online businesses and management of our online and core businesses continues to be extremely competitive, and we may not be able to attract and retain the employees we need. In addition, the cost of real estate in the San Francisco Bay area - the location of our headquarters and largest studio has increased dramatically, and has made recruiting from other areas and relocating employees to our headquarters more difficult. If we cannot successfully recruit and retain the employees we need, our ability to develop and manage our businesses will be impaired.
Foreign Sales and Currency Fluctuations
For the twelve months ended March 31, 2001 international net revenues comprised 37% of total consolidated net revenues. For the fiscal year ended March 31, 2000 international net revenues comprised 40% of total consolidated net revenues. We expect foreign sales to continue to account for a significant and growing portion of our revenues. Such sales are subject to unexpected regulatory requirements, tariffs and other barriers. Additionally, foreign sales are primarily made in local currencies which may fluctuate. While we hedge against foreign currency fluctuations, we cannot control translation issues. For example, our European revenues in fiscal 2001 were adversely impacted by a devaluation of the Euro and British Pound as compared to the prior year. The devaluation had an adverse effect for the year on our sales and net income. Any of these factors may significantly harm our business.
Increased Difficulties in Forecasting Results
During platform transition periods, where the success of our products is significantly impacted by the changing market for our products, forecasting our revenues and earnings is more difficult than in more stable or rising product markets. The demand for our products may decline during a transition faster than we anticipate, negatively impacting both revenues and earnings. At launch, Sony shipped only half of the number of PlayStation 2 units to retail in North America than it had originally planned, and it shipped significantly fewer units than planned at launch in Europe as well. Shortages were announced as being caused by shortages of components for manufacturing. Due to these shortages, our results of operations for fiscal 2001 have been adversely affected. Consequently, depending on the number and the timing of units actually available, these shortages may adversely impact our sales of PlayStation 2 products in fiscal 2002.
We cannot predict the impact of recent actions and comments by the Securities and Exchange Commission (SEC) and FASB
Recent actions and comments from the SEC have focused on the integrity of financial reporting. In addition, the FASB and other regulatory accounting agencies have recently introduced several new or proposed accounting standards, some of which represent a significant change from current industry practices. For example, in December 1999, the SEC issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." SAB 101 provides guidance on the recognition, presentation, and disclosure of revenue in financial statements of all public registrants. In response to numerous requests for interpretive guidance of SAB 101, the effective date of the standard has been delayed twice. SAB 101 became effective during the first quarter of fiscal 2001. SAB 101 did not have a material effect on the underlying strength or weakness of our consolidated business operations as measured by the dollar value of our product shipments and cash flows.
Fluctuations in Stock Price
Due to analysts' expectations of continued growth and other factors, any shortfall in earnings could have an immediate and significant adverse effect on the trading price of our common stock in any given period. As a result of the factors discussed in this report and other factors that may arise in the future, the market price of our common stock historically has been, and we expect will continue to be, subject to significant fluctuations over a short period of time. These fluctuations may be due to factors specific to us, to changes in analysts' earnings estimates, or to factors affecting the computer, software, Internet, entertainment, media or electronics businesses or the securities markets in general. For example, during fiscal year 2001, the price per share of our Class A common stock ranged from $26.59 to $56.13.
Because of these and other factors affecting our operating results and financial condition, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
Item 7A:
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Market Risk
We are exposed to various market risks, including the changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from changes in market rates and prices. Foreign exchange contracts used to hedge foreign currency exposures and short-term investments are subject to market risk. We do not consider our cash and cash equivalents to be subject to interest rate risk due to their short maturities. We do not enter into derivatives or other financial instruments for trading or speculative purposes.
Foreign Currency Exchange Rate Risk
We utilize foreign exchange contracts to hedge foreign currency exposures of underlying assets and liabilities, primarily certain intercompany receivables that are denominated in foreign currencies, thereby, limiting our risk. Gains and losses on foreign exchange contracts are reflected in the income statement. At March 31, 2001, we had foreign exchange contracts, all with maturities of less than nine months to purchase and sell approximately $279,415,000 in foreign currencies, primarily British Pounds, European Currency Units ("Euro"), Canadian Dollars, Japanese Yen and other currencies.
Fair value represents the difference in value of the contracts at the spot rate and the forward rate. The counterparties to these contracts are substantial and creditworthy multinational commercial banks. The risks of counterparty nonperformance associated with these contracts are not considered to be material. Notwithstanding our efforts to manage foreign exchange risks, there can be no assurances that our hedging activities will adequately protect us against the risks associated with foreign currency fluctuations.
The following table below provides information about our foreign currency forward exchange contracts at March 31, 2001. The information is provided in U.S. dollar equivalents and presents the notional amount (forward amount), the weighted average contractual foreign currency exchange rates and fair value.
- --------------------- ----------------- ------------ ----------------- Weighted- Average Contract Contract Amount Rate Fair Value - --------------------- ----------------- ------------ ----------------- (in thousands) (in thousands) Foreign currency to be sold under contract: British Pound $155,842 1.4483 $3,477 Euro 45,718 0.8792 120 Canadian Dollar 21,942 1.5267 687 Japanese Yen 11,854 119.7900 611 Swedish Krona 4,521 10.3969 7 South African Rand 4,312 8.1159 (56) Norwegian Krone 1,518 9.2235 (8) Australian Dollar 1,284 0.4937 21 Danish Krone 941 8.5009 - - --------------------- ----------------- ------------ ----------------- Total $247,932 $4,859 - --------------------- ----------------- ------------ -----------------
Foreign currency to be purchased under contract: British Pound $ 31,483 1.4160 $ (34) - --------------------- ----------------- ------------ ----------------- Total $ 31,483 $ (34) - --------------------- ----------------- ------------ -----------------
- --------------------- ----------------- ------------ ----------------- Grand total $279,415 $4,825 - --------------------- ----------------- ------------ -----------------
While the contract amounts provide one measurement of the volume of these transactions, they do not represent the amount of our exposure to credit risk. The amounts (arising from the possible inabilities of counterparties to meet the terms of their contracts) are generally limited to the amounts, if any, by which the counterparties' obligations exceed our obligations as these contracts can be settled on a net basis at our option. We control credit risk through credit approvals, limits and monitoring procedures.
Interest Rate Risk
Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio. We do not use derivative financial instruments in our investment portfolio. We manage our interest rate risk by maintaining an investment portfolio primarily consisting of debt instruments of high credit quality and relatively short average maturities. We also manage our interest rate risk by maintaining sufficient cash and cash equivalent balances such that we are typically able to hold our investments to maturity. At March 31, 2001, our cash equivalents, short-term and long-term investments included
debt securities of $404,696,000. Notwithstanding our efforts to manage interest rate risks, there can be no assurances that we will be adequately protected against the risks associated with interest rate fluctuations.
The table below presents the amounts and related weighted average interest rates of our investment portfolio at March 31, 2001:
- ---------------------- ------------- ------------ ------------- Average Interest Rate Cost Fair Value - ---------------------- ------------- ------------ ------------- (Dollars in thousands) Cash equivalents(1) Fixed rate 5.16% $ 91,879 $ 91,879 Variable rate 5.12% $257,737 $257,737 Short-term investments(1)(2) Fixed rate 3.93% $ 46,346 $ 46,680 Variable rate 0.00% $ - $ - Long-term investments(1) Fixed rate 0.00% $ - $ - Variable rate 6.35% $ 8,400 $ 8,601 - ----------------------- ------------------ ------------ -------------
(1) See definition in note 1 of the Notes to the Consolidated Financial Statements.
(2) Maturity dates for short-term investments range from 3 months to 16 months.
ITEM 8:
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Auditors, Consolidated Financial Statements and Notes to Consolidated Financial Statements follow below on pages 46 through 73.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders Electronic Arts Inc. and Subsidiaries:
We have audited the accompanying consolidated balance sheets of Electronic Arts Inc. and subsidiaries as of March 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended March 31, 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Electronic Arts Inc. and subsidiaries as of March 31, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
Mountain View, California KPMG LLP May 4, 2001
ELECTRONIC ARTS AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ELECTRONIC ARTS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
ELECTRONIC ARTS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
ELECTRONIC ARTS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (continued)
ELECTRONIC ARTS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
ELECTRONIC ARTS AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001, 2000 and 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements of Electronic Arts Inc. and its wholly-owned and majority-owned subsidiaries (the "Company") follows:
(a) Consolidation
The accompanying consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation.
(b) Fiscal Year
The Company's fiscal year is reported on a 52/53-week period that ends on the Saturday nearest to March 31 in each year. The results of operations for fiscal 2001 contain 53 weeks. The results of operations for fiscal 2000 and 1999 contain 52 weeks. For clarity of presentation herein, all fiscal periods are treated as ending on a calendar month end.
(c) Revenue Recognition
The Company's revenue recognition policies are in compliance with American Institute of Certified Public Accountants Statement of Position ("SOP") 97-2, "Software Revenue Recognition", and SOP 98-9, "Modification of SOP 97-2, With Respect to Certain Transactions",which provide guidance on generally accepted accounting principles for recognizing revenue on software transactions. SOP 97-2 requires that revenue recognized from software arrangements be allocated to each element of the arrangement based on the relative fair values of the elements. The Company has adopted the provisions of these SOPs as of April 1, 1998. The adoption has, in certain circumstances, resulted in the deferral of certain revenues associated with the Company's sales promotions and products with multiple deliverable elements. Neither the changes in certain business practices nor the deferral of certain revenues have resulted in a material impact on the Company's operating results, financial position or cash flows for the fiscal year ended March 31, 2001. Total deferred revenue at March 31, 2001 and 2000 was $16,967,000, and $1,847,000, respectively.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101("SAB 101"), "Revenue Recognition", which outlines the basic criteria that must be met to recognize revenue and provides guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with the SEC. The adoption of SAB 101 did not have a material impact on the Company's financial position and results of operations.
Product Sales: The Company recognizes revenue upon shipment of its packaged goods products based on "FOB Shipping" terms. Under FOB Shipping terms, title and risk of loss are transferred when the products are delivered to the customer. In order to recognize revenue, the Company must not have any continuing obligations and it must also be probable that the Company will collect the accounts receivable. Subject to certain limitations, the Company permits customers to obtain exchanges within certain specified periods and provides price protection on certain unsold merchandise. Revenue is recognized net of an allowance for returns and price protection.
Online Subscription Revenues: Online subscription revenues are derived principally from subscription revenues collected from customers for online play, who are only contractually obligated for pay on a month-to-month basis. Prepaid monthly subscription revenues, including revenues collected from credit card sales as well as sales of Gametime subscription cards, are deferred and subsequently recognized ratably over the period for which the hosting services are provided.
Advertising Revenues: Advertising revenues are derived principally from the sale of banner and in-game advertisements. Banner and in-game advertising is typically generated from contracts in which either the Company or AOL provides a minimum number of impressions over the term of the agreed upon commitment. Revenue is recognized as the impressions are delivered, provided that no significant obligations remain and collection of the related receivable is probable. Advertising revenue generated on the AOL Games Channel is recorded net of the applicable revenue share owed to AOL under the AOL agreement (see note 5).
Software Licenses: For those agreements which provide the customers the right to multiple copies in exchange for guaranteed minimum royalty amounts, revenue is recognized at delivery of the product master or the first copy. Per copy royalties on sales that exceed the guarantee are recognized as earned.
Revenue from the licensing of software was $18,944,000, $21,704,000 and $17,788,000 for the fiscal years ended March 31, 2001, 2000, and 1999, respectively.
(d) Cash and Investments
Cash equivalents consist of highly liquid investments with insignificant rate risk and with maturities of three months or
less at the date of purchase. Short-term investments include securities with maturities greater than three months and less than one year, except for certain investments with stated maturities greater than one year. Long-term investments consist of securities with maturities greater than one year.
The Company accounts for investments under Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities", ("SFAS 115"). The Company's policy is to protect the value of its investment portfolio and to minimize principal risk by earning returns based on current interest rates. Management determines the appropriate classification of its debt and equity securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Securities classified as held-to-maturity are carried at amortized cost, which is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Debt securities, not classified as held-to-maturity, are classified as available-for-sale and are stated at fair value. Securities sold are based on the specific identification method.
(e) Prepaid Royalties
Prepaid royalties consist primarily of prepayments for manufacturing royalties, original equipment manufacturer (OEM) fees and license fees paid to celebrities and professional sports organizations for use of their trade name. Also included in prepaid royalties are prepayments made to independent software developers under development arrangements that have alternative future uses. Prepaid royalties are expensed at the contractual or effective royalty rate as cost of goods sold based on actual net product sales. Management evaluates the future realization of prepaid royalties quarterly and charges to the Statement of Operations any amounts that management deems unlikely to be realized through product sales. Royalty advances are classified as current and non-current assets based upon estimated net product sales for the following year. The current portion of prepaid royalties, included in other current assets, was $46,264,000 and $54,970,000 at March 31, 2001 and 2000, respectively. The long-term portion of prepaid royalties, included in other assets, was $9,664,000 and $11,373,000 at March 31, 2001 and 2000, respectively.
(f) Software Development Costs
Research and development costs, which consist primarily of software development costs, are expensed as incurred. Statement of Financial Accounting Standards No. 86, "Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed" ("SFAS 86"), provides for the capitalization of certain software development costs incurred after technological feasibility of the software is established or for development costs that have alternative future uses. Under the Company's current practice of developing new products, the technological feasibility of the underlying software is not established until substantially all product development is complete, which generally includes the development of a working model. The software development costs that have been capitalized to date have been insignificant.
(g) Inventories
Inventories are stated at the lower of cost or market. Inventories at March 31, 2001 and 2000 consisted of:
- -------------------------------------------------------------------------------- 2001 2000 - -------------------------------------------------------------------------------- (in thousands)
Raw materials and work in process $ 976 $ 920 Finished goods 14,710 22,066 - -------------------------------------------------------------------------------- $15,686 $22,986 - --------------------------------------------------------------------------------
(h) Advertising Costs
The Company generally expenses advertising costs as incurred, except for production costs associated with media campaigns which are deferred and charged to expense at the first run of the ad. Cooperative advertising with distributors and retailers is accrued when revenue is recognized. Cooperative advertising credits are reimbursed when qualifying claims are submitted. For the fiscal years ended March 31, 2001, 2000 and 1999, advertising expenses totaled approximately $75,429,000, $87,377,000 and $72,437,000, respectively.
(i) Property and Equipment
Property and equipment are stated at cost. Depreciation is calculated using the accelerated and straight-line methods over the following useful lives:
- ----------------------------- ------------------------------------ Buildings 20 to 25 years - ----------------------------- ------------------------------------ Computer equipment and software 3 to 7 years - ----------------------------- ------------------------------------ Furniture and equipment 3 to 7 years - ----------------------------- ------------------------------------ Leasehold improvements Lesser of the lease terms or the estimated useful lives of the improvements - ----------------------------- ------------------------------------
Under the provisions of Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use", the Company capitalizes costs associated with customized internal-use software systems that have reached the application stage and meet recoverability tests. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and ready for its intended purpose. Capitalized costs associated with internal-use software amounted to $74,684,000 at March 31, 2001, of which $60,754,000 is being depreciated on a straight-line basis over each project's estimated useful life.
(j) Intangible Assets
Intangible assets net of accumulated amortization at March 31, 2001 and 2000, of $136,764,000, and $117,236,000, respectively, include goodwill, costs of obtaining product technology and noncompete covenants which are amortized using the straight-line method over the lesser of their estimated useful lives or the agreement terms, typically from two to twelve years. Amortization expense for fiscal years ended March 31, 2001, 2000 and 1999 was $19,323,000, $11,989,000 and $5,880,000, respectively. The Company assesses the recoverability of goodwill by determining whether the carried value of the assets may be recovered through estimated future undiscounted net cash flows.
(k) Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The Company records a valuation allowance to reduce tax assets to an amount whose realization is more likely than not.
(l) Foreign Currency Translation
For each of the Company's foreign subsidiaries the functional currency is its local currency. Assets and liabilities of foreign operations are translated into U.S. dollars using current exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates. The effects of foreign currency translation adjustments are deferred and included as a component of accumulated other comprehensive income (loss) in stockholders' equity.
Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Included in interest and other income in the statements of operations are foreign currency transaction losses of $888,000, $1,781,000 and $1,168,000, for the fiscal years ended March 31, 2001, 2000 and 1999, respectively.
(m) Net Income (Loss) Per Share
The following summarizes the computations of Basic Earnings Per Share ("EPS") and Diluted EPS. Basic EPS is computed as net earnings divided by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock-based compensation plans including stock options, restricted stock awards, warrants and other convertible securities using the treasury stock method.
Net income (loss) per share was calculated on a consolidated basis until Class A common stock and Class B common stock were created as a result of the approval of the Tracking Stock Proposal (see note 2). Net income (loss) per share is computed individually for Class A common stock and Class B common stock. Please see the discussion regarding segment reporting in the MD&A.
(In thousands, except for per share amounts): - ------------------------- --------------------------------------- Year Ended March 31, 2001 Class A Class A common common stock- stock- Class B Basic Diluted common stock - ------------------------- ------------ ------------ ------------- Net income (loss) before retained interest in EA.com $142,422 $(11,082) $(153,504) Net loss related to retained interest in EA.com (130,478) - 130,478 - ------------------------- ------------ ------------ ------------- Net income (loss) $ 11,944 $(11,082) $ (23,026) - ------------------------- ------------ ------------ -------------
Shares used to compute net income (loss) per share: Weighted-average common shares 131,404 131,404 6,015 Dilutive stock equivalents - 652 - - ------------------------- ------------ ------------ ------------- Dilutive potential common shares 131,404 132,056 6,015 - ------------------------- ------------ ------------ -------------
Net income (loss) per share: Basic $0.09 N/A $(3.83) Diluted N/A $(0.08) $(3.83)
(In thousands, except for per share amounts): - ----------------------------- ------------------------- Years Ended March 31, 2000 1999 - ----------------------------- ------------ ------------ Net income $116,751 $72,872 - ----------------------------- ------------ ------------
Shares used to compute net income per share: Weighted-average common shares 125,660 121,495 Dilutive stock equivalents 7,082 5,050 - ----------------------------- ------------ ------------ Dilutive potential common shares 132,742 126,545 - ----------------------------- ------------ ------------
Net income per share: Basic $0.93 $0.60 Diluted $0.88 $0.58
The Diluted EPS calculation for Class A common stock, presented above, includes the potential dilution from the conversion of Class B common stock to Class A common
stock in the event that the initial public offering for Class B common stock does not occur. Net loss used for the calculation of Diluted EPS for Class A common stock is $11,082,000 for the fiscal year ended March 31, 2001. This net loss includes the remaining 15% interest in EA.com, which is directly attributable to outstanding Class B shares owned by third parties, which would be included in the Class A common stock EPS calculation in the event that the initial public offering for Class B common stock does not occur.
Due to the net loss attributable for the twelve months ended March 31, 2001 on a diluted basis to Class A Stockholders, stock options have been excluded from the Diluted EPS calculation. Had net income been reported for this period, an additional 5,971,000 shares would have been added to diluted potential common shares for Class A common stock for the twelve months ended March 31, 2001.
Due to the net loss attributable for the twelve months ended March 31, 2001 on a diluted basis to Class B Stockholders, stock options have been excluded from the Diluted EPS calculation. Had net income been reported for this period, an additional 472,000 shares would have been added to diluted potential common shares for Class B common stock for the twelve months ended March 31, 2001.
Excluded from the above computation of weighted-average shares for Class A diluted EPS for the fiscal years ended March 31, 2001, 2000 and 1999 were options to purchase 2,705,000, 229,000 and 645,000 shares of common stock, respectively, as the options' exercise price was greater than the average market price of the common shares. For the fiscal year ended March 31, 2001, the weighted-average exercise price of the respective options was $48.63. Class B common stock, authorized on March 22, 2000, was excluded from the Company's calculations of basic and diluted EPS because its impact on the calculations was immaterial for the fiscal year ended March 31, 2000.
(n) Employee Benefits
The Company has a 401(k) Plan covering substantially all of its U.S. employees. The 401(k) Plan permits the Company to make discretionary contributions to employees' accounts based on the Company's financial performance. The Company contributed $1,127,000, $1,799,000 and $2,092,000 to the Plan in fiscal 2001, fiscal 2000 and fiscal 1999, respectively.
(o) Stock-based Compensation
The Company accounts for stock-based awards to employees using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and Financial Accounting Standards Board issued Interpretation No. 44 "Accounting for Certain Transactions Involving Stock Compensation (an interpretation of APB Opinion No. 25)" ("FIN 44"). The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123").
(p) Impact of Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133 ("SFAS 133") "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133 - an Amendment of FASB Statement No. 133" and SFAS 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities - an Amendment of FASB Statement No. 133" which establishes accounting and reporting standards for derivative instruments and hedging activities. The terms of SFAS 133 and SFAS 138 are effective as of the beginning of the first quarter of the fiscal year beginning after June 15, 2000. The Company is determining the effect of SFAS 133, 137 and 138 on its financial statements.
In April 2001, the Emerging Issues Task Force issued No. 00-25 ("EITF 00-25"), "Accounting for Consideration from a Vendor to a Retailer in Connection with the Purchase or Promotion of the Vendor's Products", which states that consideration from a vendor to a reseller of the vendor's products is presumed to be a reduction of the selling prices of the vendor's products and, therefore, should be characterized as a reduction of revenue when recognized in the vendor's income statement. That presumption is overcome and the consideration can be categorized as a cost incurred if, and to the extent that, a benefit is or will be received from the recipient of the consideration. That benefit must meet certain conditions described in EITF 00-25. The consensus should be applied no later than in annual or interim financial statements for periods beginning after December 15, 2001. The Company is currently evaluating the impact of this consensus on its Statement of Operations.
(q) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include provisions for doubtful accounts, sales returns and allowances, warranty provisions, and estimates regarding the recoverability of prepaid royalty advances and inventories. Actual results could differ from those estimates.
(r) Reclassifications
Certain amounts have been reclassified to conform to fiscal 2001 presentation.
(s) Long-Lived Assets
The Company evaluates long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.
(2) TRACKING STOCK
On March 22, 2000, the stockholders of Electronic Arts authorized the issuance of a new series of common stock, designated as Class B common stock ("Tracking Stock"). The Tracking Stock is intended to reflect the performance of Electronic Arts' online and e-Commerce division ("EA.com"). As a result of the approval of the Tracking Stock Proposal, Electronic Arts' existing common stock has been re-classified as Class A common stock ("Class A Stock") and that stock reflects the performance of Electronic Arts' other businesses ("EA Core").
(3) FINANCIAL INSTRUMENTS
(a) Cash and Investments
- ------------------------------------- --------------------------- As of March 31, 2001 2000 - ------------------------------------- ------------- ------------- (in thousands) Cash and cash equivalents: Cash $ 70,196 $153,436 Money market funds 250,182 11,503 Municipal securities 91,879 81,326 Commercial paper 7,555 - - ------------------------------------- ------------- ------------- Cash and cash equivalents 419,812 246,265 - ------------------------------------- ------------- ------------- Short-term investments: Available-for-sale Municipal securities 42,604 76,513 Corporate bonds 4,076 3,013 U.S. Agency bonds - 4,013 Held-to-maturity U.S. Treasury securities - 10,000 - ------------------------------------- ------------- ------------- Short-term investments 46,680 93,539 - ------------------------------------- ------------- ------------- Cash, cash equivalents and short- term investments $466,492 $339,804 - ------------------------------------- ------------- -------------
- ------------------------------------- ------------- ------------- Long-term investments: U.S. Treasury securities $ 8,400 $ 8,400 - ------------------------------------- ------------- -------------
Long-term and short-term held-to-maturity investments include commercial notes with original maturities of five to eight years secured by U.S. Treasury Notes which enable the Company to take advantage of certain tax incentives from its Puerto Rico operation. These investments are treated as held-to-maturity for financial reporting purposes.
The fair value of held-to-maturity securities at March 31, 2001 was $8,601,000 which included gross unrealized gains of $201,000. The fair value of held-to-maturity securities at March 31, 2000 was $18,162,000 which included gross unrealized losses of $238,000.
(b) Marketable Securities
Marketable securities are comprised of equity securities. The Company has accounted for investments in equity securities as "available-for-sale" and has stated applicable investments at fair value, with net unrealized appreciation reported as a separate component of accumulated other comprehensive income (loss) in stockholders' equity. Marketable securities had an aggregate cost of $7,066,000 and $15,000 at March 31, 2001 and 2000, respectively. At March 31, 2001, marketable securities included gross unrealized gains of $2,956,000. At March 31, 2000, marketable securities included gross unrealized gains of $221,000.
There were no sales of marketable securities in fiscal year 2001. For the fiscal year ended March 31, 2000, the fair value of marketable securities sold was $8,604,000. The gross realized gains from these sales totaled $7,528,000. The gain on sale of investments is based on the specific identification method.
(c) Foreign Currency Forward Exchange Contracts
The Company utilizes foreign exchange contracts to hedge foreign currency exposures of underlying assets and liabilities, primarily certain intercompany receivables that are denominated in foreign currencies, thereby limiting our risk. The Company does not use forward exchange contracts for speculative or trading purposes. The Company's accounting policies for these instruments are based on the Company's designation of such instruments as hedging transactions. The criteria the Company uses for designating an instrument as a hedge include the instrument's effectiveness in risk reduction and one-to-one matching of forward exchange contracts to underlying transactions. Gains and losses on currency forward contracts that are designated and effective as hedges of existing transactions are recognized in income in the same period as losses and gains on the underlying transactions are recognized and generally offset. Gains and losses on currency forward contracts that are designated and effective as hedges of firm commitments are deferred and recognized in income in the same period that the underlying transactions are settled. Gains and losses on any instruments not meeting the above criteria would be recognized in income in the current period. The Company transacts business in various foreign currencies. At March 31, 2001, the Company had foreign exchange contracts, all with maturities of less than
seven months, to purchase and sell approximately $279,415,000 in foreign currencies, primarily in British Pounds, Euro, Canadian Dollars, Japanese Yen and other European currencies.
Fair value represents the difference in value of the contracts at the spot rate and the forward rate, plus the unamortized premium or discount. At March 31, 2001, fair value of these contracts is $4,825,000. The counterparties to these contracts are substantial and creditworthy multinational commercial banks. The risks of counterparty nonperformance associated with these contracts are not considered to be material. Notwithstanding our efforts to manage foreign exchange risk, there can be no assurances that our hedging activities will adequately protect us against the risks associated with foreign currency fluctuations.
(4) COMMITMENTS
The Company leases certain of its current facilities and certain equipment under non-cancelable capital and operating lease agreements. The Company is required to pay property taxes, insurance and normal maintenance costs for certain of its facilities and will be required to pay any increases over the base year of these expenses on the remainder of the Company's facilities.
In February 1995, the Company entered into a master operating lease, as subsequently amended, for the purchase of land and construction of three buildings and a parking structure in Redwood City, California. The initial term of the lease is for a period of three years from November 30, 1998. Monthly lease payments are based upon the London InterBank Offered Rate. The Company has the option to purchase the property for the unamortized financed balance at any time after the non-cancelable lease term, or it may terminate the lease at any time after the non-cancelable term by arranging a third party sale or by making a termination payment. Should the Company elect to terminate the lease, it will guarantee a residual value of up to 85% of the unamortized value of the property. As part of the agreement, the Company must also comply with certain financial covenants.
In December 2000, the Company entered into a second operating lease for the construction and occupation of two buildings and a parking structure to be constructed in Redwood City, California. The initial term of the lease is for a period of five years from December 8, 2000. Monthly lease payments are based upon the Commercial Paper Rate and the London InterBank Offered Rate. The Company has the option to purchase the property for the unamortized financed balance at any time after the non-cancelable lease term, or it may terminate the lease at any time after the non-cancelable term by arranging a third party sale or by making a termination payment. Should the Company elect to terminate the lease, it will guarantee a residual value of up to 85% of the unamortized value of the property. As part of the agreement, the Company must also comply with certain financial covenants.
Total future minimum lease commitments as of March 31, 2001 are:
- --------------------------------------- ------------------ Year Ended March 31, (in thousands) 2002 $20,905 2003 13,887 2004 10,542 2005 8,279 2006 7,874 Thereafter 16,526 - --------------------------------------- ------------------ $78,013 - --------------------------------------- ------------------
Total rent expense for all operating leases was $27,526,000, $23,591,000 and $19,480,000, for the fiscal years ended March 31, 2001, 2000 and 1999, respectively.
(5) AMERICA ONLINE, INC. ("AOL") AGREEMENT
In November 1999, Electronic Arts Inc., EA.com and AOL entered into a five year agreement which establishes the basis for EA.com's production of a games site on the world wide web that will be available to AOL subscribers and to users of other branded AOL properties.
The Company is required to pay $50,000,000 to AOL as a carriage fee under the AOL agreement. Of this amount, $25,000,000 was paid upon signing the agreement and the remainder is due in four equal installments on the first four anniversaries of the initial payment. During fiscal 2001, the Company paid AOL the first annual carriage payment of $6,250,000. The Company is also required to pay to AOL $31,000,000 as an advance of a minimum guaranteed revenue share for revenues generated by subscriptions and other certain commercial transactions on the EA.com site. Of this amount $11,000,000 was paid upon signing of the agreement and the remainder is due in four equal annual installments on the first anniversary of the initial payment. During fiscal 2001, the Company paid AOL the first annual revenue share payment of $5,000,000. The fair value of the payments made under the AOL agreement was determined by an independent valuation and the resulting amounts are being amortized (beginning with the site launch) over the remaining term of the five-year agreement. Advances of $41,462,000 and $35,395,000 are included in other long-term assets as of March 31, 2001 and 2000, respectively.
The Company also committed to spend $15,000,000 in offline media advertisements promoting its games on AOL during the term of the agreement.
Sale of Class B Common Stock and Warrant to AOL
In connection with the agreement with AOL, the Company sold shares of Class B common stock to AOL (the "AOL
Shares") representing 10 percent of the initial equity value attributable to EA.com valued at $18,700,000.
In addition to the AOL Shares, the Company sold AOL a warrant (the "AOL Warrant") to purchase shares of Class B common stock representing an additional 5 percent of the initial equity value attributable to EA.com for $1,300,000. The aggregate exercise price of the AOL Warrant will be $40,000,000. The AOL Warrant expires at the latest at the fifth anniversary of its date of issuance, and under certain conditions may expire at an earlier date.
AOL Exchange Rights
AOL may exchange their Class B common stock shares for a number of Class A common stock based on the ratio of per share price paid by AOL for the Class B stock relative to $41.89. As of March 31, 2001, none of the AOL shares have been exchanged for Class A common stock.
(6) CONCENTRATION OF CREDIT RISK
The Company extends credit to various companies in the retail and mass merchandising industry. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact the Company's overall credit risk. Although the Company generally does not require collateral, the Company performs ongoing credit evaluations of its customers and reserves for potential credit losses are maintained.
Short-term investments are placed with high credit-quality financial institutions or in short-duration high quality securities. The Company limits the amount of credit exposure in any one institution or type of investment instrument.
(7) LITIGATION
The Company is subject to pending claims and litigation. Management, after review and consultation with counsel, considers that any liability from the disposition of such lawsuits would not have a material adverse effect upon the consolidated financial condition of the Company.
(8) STOCK SPLIT
On August 14, 2000, the Company's Board of Directors authorized a two-for-one stock split of its Class A common stock which was distributed on September 8, 2000 in the form of a stock dividend for shareholders of record at the close of business on August 25, 2000. All authorized and outstanding share and per share amounts of Class A common stock in the accompanying consolidated financial statements for all periods have been restated to reflect the stock split.
(9) PREFERRED STOCK
At March 31, 2001 and 2000, the Company had 10,000,000 shares of Preferred Stock authorized but unissued. The rights, preferences, and restrictions of the Preferred Stock may be designated by the Board of Directors without further action by the Company's stockholders.
(10) TREASURY STOCK
In February 1999, the Board of Directors approved a plan to purchase up to two million shares of the Company's common stock. For the years ended March 31, 2001 and 2000, the Company did not repurchase shares. For the year ended March 31, 1999, the Company repurchased 446,000 shares for approximately $9,001,000 under this program. For the fiscal year ended March 31, 2001, there were no shares reissued under the Company's Stock Plans. For the fiscal year ended March 31, 2000, 246,000 shares were reissued under the Company's Stock Plans. For the fiscal year ended March 31, 1999, 200,000 shares were reissued under the Company's Stock Plans.
When treasury shares were reissued, any excess of the average acquisition cost of the shares over the proceeds from reissuance was charged to retained earnings.
(11) STOCK PLANS
(a) Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan program whereby eligible employees may authorize payroll deductions of up to 10% of their compensation to purchase shares at 85% of the lower of the fair market value of the Class A Common Stock on the date of commencement of the offering or on the last day of the six-month purchase period. The program commenced in September 1991. In fiscal 2001, 350,164 shares were purchased by the Company and distributed to employees at prices ranging from $29.14 to $42.50. In fiscal 2000, 491,046 shares were purchased by the Company and distributed to employees at prices ranging from $16.21 to $29.14. In fiscal 1999, 483,028 shares were purchased by the Company and distributed to employees at prices ranging from $13.10 to $18.30. The weighted average fair value of the fiscal 2001, fiscal 2000 and fiscal 1999 awards was $18.31, $10.00 and $9.14, respectively. Under the Employee Stock Purchase Plan 62,000 shares were distributed from reissued treasury stock in fiscal 1999. No shares were distributed from reissued treasury stock in fiscal 2001 or fiscal 2000. At March 31, 2001, the Company had 1,383,678 shares of Class A Common Stock reserved for future issuance under the Plan.
(b) Stock Option Plans
The Company's 2000 Class A Equity Incentive Plan, 1991 Stock Option Plan, 1993 Stock Option Plan, 1995 Stock Option Plan, and Directors' Plan ("Option Plans") provide options for employees, officers and directors to purchase the
Company's Class A common stock. Pursuant to these Option Plans, the Board of Directors may grant non-qualified and incentive stock options to employees and officers and non-qualified options to directors, at not less than the fair market value on the date of grant.
Under the Company's stock option plans, 246,000 and 138,000 shares were reissued from treasury stock in fiscal 2000 and 1999, respectively. No shares were distributed from reissued treasury stock in fiscal 2001.
Together with the Tracking Stock Proposal, the stockholders approved the Electronic Arts Inc. 2000 Class B Equity Incentive Plan. The Class B equity plan allows the award of stock options or restricted stock for up to an aggregate of 6,000,000 shares of Class B common stock. The Class B plan includes a provision for automatic option grants to the Company's outside directors. As of March 31, 2001 there were 250,000 restricted shares issued under the Class B equity plan.
In the fiscal year 2001, the Board of Directors approved the Key Partner Class B Equity Incentive Program which allows for the issuance of warrants to key business partners to purchase up to 750,000 shares of Class B common stock.
The options generally expire ten years from the date of grant and are generally exercisable in monthly increments over 50 months. Class B common stock grants will generally vest over 50 months with 2% vesting per month.
The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("SFAS 123"). Accordingly, no compensation expense has been recognized for options granted under the Company's employee-based stock option plans. Had compensation expense been determined based on the fair value at the grant dates for awards under those plans in accordance with the provisions of SFAS 123, the Company's pro forma net income (loss) and net income (loss) per share for fiscal 2001, 2000 and 1999 would have been:
Consolidated (In thousands, except per share data) - ---------------------------- ------------ ----------- ----------- 2001 2000 1999 - ---------------------------- ------------ ----------- ----------- Net income (loss): As reported $(11,082) $116,751 $72,872 Pro forma $(69,350) $ 78,380 $45,886
Earnings per share: As reported - basic N/A $ 0.93 $ 0.60 Pro forma - basic N/A $ 0.62 $ 0.38 As reported - diluted N/A $ 0.88 $ 0.58 Pro forma - diluted N/A $ 0.60 $ 0.37 - ---------------------------- ------------ ----------- -----------
Class A Common Stock (In thousands, except per share data) - ---------------------------- ------------ ----------- ----------- 2001 2000 1999 - ---------------------------- ------------ ----------- ----------- Net income (loss): As reported - basic $ 11,944 N/A N/A Pro forma - basic $(45,493) N/A N/A As reported - diluted $(11,082) N/A N/A Pro forma - diluted $(69,350) N/A N/A
Earnings (loss) per share: As reported - basic $ 0.09 N/A N/A Pro forma - basic $ (0.35) N/A N/A As reported - diluted $ (0.08) N/A N/A Pro forma - diluted $ (0.53) N/A N/A - ---------------------------- ------------ ----------- -----------
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted-average assumptions are used for grants made in 2001, 2000 and 1999 under the stock plans: risk-free interest rates of 4.59% to 6.55% in 2001; 4.93% to 6.54% in 2000; and 4.39% to 5.55% in 1999; expected volatility of 74% in fiscal 2001, 65% in fiscal 2000, and 59% in fiscal 1999; expected lives of 2.32 years in fiscal 2001, 2.29 years in fiscal 2000 and 2.27 years in fiscal 1999 under the Option Plans and one year for the Employee Stock Purchase Plan. No dividends are assumed in the expected term. The Company's calculations are based on a multiple option valuation approach and forfeitures are recognized when they occur.
Class B Common Stock (In thousands, except per share data) - ---------------------------- ----------- ----------- ----------- 2001 2000 1999 - ---------------------------- ----------- ----------- ----------- Net loss: As reported $(23,026) N/A N/A Pro forma $(23,857) N/A N/A
Loss per share: As reported - basic $ (3.83) N/A N/A Pro forma - basic $ (3.97) N/A N/A As reported - diluted $ (3.83) N/A N/A Pro forma - diluted $ (3.97) N/A N/A - ---------------------------- ----------- ----------- -----------
The fair value of each Class B option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used were the same as those for Class A.
Additional information regarding options outstanding for Class A as of March 31, 2001 is as follows:
The following summarizes the activity under the Company's Class A stock option plans during the fiscal years ended March 31, 2001, 2000 and 1999:
The following summarizes the activity under the Company's Class B stock option plan during the fiscal year ended March 31, 2001:
(12) PROPERTY AND EQUIPMENT
Property and equipment at March 31, 2001 and 2000 consisted of:
- ---------------------------------------- ------------ ------------ 2001 2000 - ---------------------------------------- ------------ ------------ (in thousands) Computer equipment and software $310,147 $213,815 Buildings 94,784 99,819 Land 44,721 51,686 Office equipment, furniture and fixtures 32,569 25,210 Leasehold improvements 13,483 12,157 Warehouse equipment and other 4,319 3,914 - ---------------------------------------- ------------ ------------ 500,023 406,601 Less accumulated depreciation and amortization (162,824) (121,135) - ---------------------------------------- ------------ ------------ $337,199 $285,466 - ---------------------------------------- ------------ ------------
Depreciation and amortization expenses associated with property and equipment amounted to $50,345,000, $34,736,000 and $34,581,000, for the fiscal years ended March 31, 2001, 2000 and 1999, respectively.
(13) ACCRUED AND OTHER LIABILITIES
Accrued and other liabilities at March 31, 2001 and 2000 consisted of:
- --------------------------------------- ------------ ------------ 2001 2000 - --------------------------------------- ------------ ------------ (in thousands) Accrued compensation and benefits $ 75,603 $ 59,580 Accrued expenses 67,957 37,840 Accrued royalties 55,997 36,566 Accrued income taxes 42,371 22,682 Deferred revenue 16,967 1,847 Warranty reserve 8,070 8,886 Deferred income taxes - 198 - --------------------------------------- ------------ ------------ $266,965 $167,599 - --------------------------------------- ------------ ------------
(14) BUSINESS COMBINATIONS
(a) Pogo Corporation
On February 28, 2001, EA.com acquired Pogo Corporation (now referred to as "Pogo") for $43,333,000, including an initial investment of $42,000,000 and the redemption of Pogo preferred stock of $1,333,000. Pogo operates an ad-supported games service that reaches a broad consumer market. Pogo's internet-based family games focus on easy-to-play card, board and puzzle games.
The acquisition has been accounted for under the purchase method. The results of operations of Pogo and the estimated fair market values of the acquired assets and liabilities have been included in the consolidated financial statements from the date of acquisition. The adjusted allocation of the excess purchase price over the net tangible assets acquired was $40,516,000, of which, based on management's estimates prepared in conjunction with a third party valuation consultant, $2,719,000 was allocated to purchased in-process research and development and $37,797,000 was allocated to other intangible assets. Amounts allocated to other intangibles include goodwill of $16,927,000, existing technology of $12,505,000, and other intangibles of $8,365,000. The allocation of intangible assets is being amortized on a straight line basis over lives ranging from three to seven years.
Purchased in-process research and development includes the value of products in the development stage that are not considered to have reached technological feasibility or to have alternative future use. Accordingly, this non-recurring item was expensed in the Consolidated Statement of Operations upon consummation of the acquisition. The non-recurring charge for in-process research and development increased diluted loss per share by approximately $0.01 and $0.07 in the fiscal year 2001 for Class A and Class B, respectively.
Pogo had various projects in progress at the time of the acquisition. As of the acquisition date, costs to complete Pogo projects acquired were expected to be approximately $1,200,000 in future periods. The Company believes there have been no significant changes to these estimates as of March 31, 2001. The Company currently expects to complete the development of these projects at various dates through fiscal 2002 and to publish the projects upon completion. In conjunction with the acquisition of Pogo, the Company accrued approximately $100,000 related to direct transaction costs and other related costs.
The purchase price for the Pogo transaction was allocated to assets acquired and liabilities assumed as set forth below (in thousands):
- ---------------------------------- ----------------- Current assets $ 3,048 Fixed assets 4,998 Other long-term assets 1,969 In-process technology 2,719 Goodwill and other intangibles 37,797 Liabilities (7,198) - ---------------------------------- ----------------- Total cash paid $43,333 - ---------------------------------- -----------------
The following table reflects unaudited pro forma combined results of operations of the Company and Pogo on the basis that the acquisition had taken place on April 1, 1999 (in thousands, except per share data):
- -------------------------------- ---------------- --------------- As Reported Pro Forma - -------------------------------- ---------------- --------------- Fiscal Year Ended March 31,
Net revenues $1,322,273 $1,336,654 Class A common stock: Net income (loss): Basic $ 11,944 $ 475 Diluted $ (11,082) $ (26,292) Net income (loss) per share: Basic $ 0.09 $ 0.00 Diluted $ (0.08) $ (0.20) Number of shares used in computation: Basic 131,404 131,404 Diluted 132,056 132,056
Class B common stock: Net loss, net of retained interest in EA.com $ (23,026) $ (26,767) Net loss per share: Basic $ (3.83) $ (4.45) Diluted $ (3.83) $ (4.45) Number of shares used in computation: Basic 6,015 6,015 Diluted 6,015 6,015
- -------------------------------- ---------------- --------------- Fiscal Year Ended March 31,
Net revenues $1,420,011 $1,422,340 Net income $ 116,751 $ 107,285 Net income per share: Basic $ 0.93 $ 0.85 Diluted $ 0.88 $ 0.81 Number of shares used in computation: Basic 125,660 125,660 Diluted 132,742 132,742 - -------------------------------- ---------------- ---------------
In management's opinion, the unaudited pro forma combined results of operations are not indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of fiscal 2000 or of future operations of the combined companies under the ownership and management of the Company.
(b) Kesmai
On February 7, 2000, the Company acquired Kesmai Corporation (now referred to as "Kesmai") from News America Corporation ("News Corp") in exchange for $22,500,000 in cash and approximately 206,000 shares of the Company's existing common stock valued at $8,650,000. Kesmai(TM) specializes in the design and development of multiplayer games delivered directly to consumers over the Internet and is a major provider of game content to the Games Channel on the AOL service. The Company granted 5 percent of the initial equity attributable to EA.com to News Corp, adjusting the total common stock consideration relating to the acquisition by $703,000 to $9,353,000. The Company has contributed Kesmai to EA.com.
The Company is also committed to spend $5,000,000 in advertising with News Corp or any of its affiliates.
If a qualified public offering of Class B common stock does not occur within twenty-four months of News Corp's purchase of such shares, then News Corp has the right to (1) exchange Class B common stock for approximately 206,000 shares of Class A common stock, and (2) receive cash from Electronic Arts in the amount of $9,650,000.
The acquisition has been accounted for under the purchase method. The results of operations of Kesmai and the estimated fair market values of the acquired assets and liabilities have been included in the consolidated financial statements from the date of acquisition. The adjusted allocation of the excess purchase price over the net tangible liabilities assumed was $32,815,000, of which, based on management's estimates prepared in conjunction with a third party valuation consultant, $3,869,000 was allocated to purchased in-process research and development and $28,946,000 was allocated to other intangible assets. Amounts allocated to other intangibles include goodwill of $18,932,000, existing technology of $3,992,000, amounts attributed to a prior AOL agreement of $3,131,000 and other intangibles of $2,891,000. The allocation of intangible assets is being amortized over lives ranging from two to seven years.
Purchased in-process research and development includes the value of products in the development stage that are not considered to have reached technological feasibility or to have alternative future use. Accordingly, this non-recurring item was expensed in the Consolidated Statement of Operations upon consummation of the acquisition. The non-recurring charge for in-process research and development reduced diluted earnings per share by $0.02 in the fiscal year 2000.
Kesmai had various projects in progress at the time of the acquisition. As of the acquisition date, costs to complete Kesmai projects acquired were approximately $10,550,000 in future periods. During fiscal 2001, some of these development projects were completed and launched on the EA.com gamesites. In addition, as certain games are completed, we expect resources to be redirected to ongoing live game operations or to building the EA.com publishing platform. As a result, we do not anticipate incurring
significant future development costs in relation to these projects after fiscal 2002. The Company believes there have been no significant changes to these estimates as of March 31, 2001. The Company currently expects to complete the development of these projects at various dates through fiscal 2002 and to publish the projects upon completion. In conjunction with the acquisition of Kesmai, the Company accrued approximately $200,000 related to direct transaction costs and other related costs.
The purchase price for the Kesmai transaction was allocated to assets acquired and liabilities assumed as set forth below (in thousands):
- ------------------------------------------ --------------------- Current assets $ 605 Fixed assets (net of depreciation) 759 In-process technology 3,869 Goodwill and other intangibles 28,946 Liabilities (2,326) - ------------------------------------------ --------------------- Total cash and stock paid $31,853 - ------------------------------------------ ---------------------
The following table reflects unaudited pro forma combined results of operations of the Company and Kesmai on the basis that the acquisition had taken place on April 1, 1998 (in thousands, except per share data):
- ---------------------------------- ----------------------------- Years Ended March 31, 2000 1999 - ---------------------------------- --------------- ------------- Net revenues $1,421,313 $1,223,444 Net income $ 113,996 $ 64,237 Net income per share - basic $ 0.91 $ 0.53 Net income per share - diluted $ 0.86 $ 0.51 Number of shares used in computation - basic 125,660 121,495 Number of shares used in computation - diluted 132,742 126,545 - ---------------------------------- --------------- -------------
In management's opinion, the unaudited pro forma combined results of operations are not indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of fiscal 1999 or of future operations of the combined companies under the ownership and management of the Company.
(c) Westwood Studios
In September 1998, the Company completed the acquisition of Westwood Studios, Inc. and certain assets of the Irvine, California - based Virgin Studio (collectively "Westwood") for approximately $122,688,000 in cash, including transaction expenses. The adjusted allocation of the excess purchase price over the net tangible liabilities assumed was $128,573,000 of which, based on management's estimates prepared in conjunction with a third party valuation consultant, $41,836,000 was allocated to purchased in-process research and development and $86,737,000 was allocated to other intangible assets. Amounts allocated to other intangibles include franchise trade names of $32,357,000, existing technology of $6,510,000, workforces of $1,680,000 and other goodwill of $46,190,000 and are being amortized over lives ranging from two to twelve years. Purchased in-process research and development includes the value of products in the development stage that are not considered to have reached technological feasibility or to have alternative future use. Accordingly, this non-recurring item was expensed in the Consolidated Statement of Operations upon consummation of the acquisition. The non-recurring charge for in-process research and development reduced diluted earnings per share by approximately $0.30 in the fiscal year 1999. The results of the operations of Westwood and the estimated fair value of assets acquired and liabilities assumed are included in the Company's financial statements from the date of acquisition.
In conjunction with the merger of Westwood, the Company accrued approximately $1,500,000 related to direct transaction costs and other related accruals. At March 31, 2001, there were $500,000 in accruals remaining related to these items.
In connection with the Westwood acquisition, the purchase price has been allocated to the assets and liabilities assumed based upon the fair values on the date of acquisition, as follows (in thousands):
- ---------------------------------------------- ------------------- Current assets $ 4,500 Property and equipment 3,257 In-process technology 41,836 Other intangible assets 86,737 Current liabilities (13,642) - ---------------------------------------------- ------------------- Total purchase price $122,688 - ---------------------------------------------- -------------------
The following table reflects unaudited pro forma combined results of operations of the Company and Westwood on the basis that the acquisition had taken place on April 1, 1997 (in thousands, except per share data):
- ------------------------------------ --------------- - ------------------------------------ --------------- Revenues $1,229,055 Net income $ 111,308 Net income per share - basic $ 0.92 Net income per share - diluted $ 0.88 Number of shares used in computation - basic 121,495 Number of shares used in computation - diluted 126,545 - ------------------------------------ ---------------
In management's opinion, the unaudited pro forma combined results of operations are not indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of fiscal 1998 or at the beginning of fiscal 1999 or of future operations of the combined companies under the ownership and management of the Company.
(d) Square Co., Ltd.
In May 1998, the Company and Square Co., Ltd. ("Square"), a leading developer and publisher of entertainment software in Japan, completed the formation of two new joint ventures in North America and Japan. In North America, the companies formed Square Electronic Arts, LLC ("Square EA"), which has exclusive publishing rights in North America for future interactive entertainment titles created by Square. Additionally, the Company has the exclusive right to distribute in North America products published by this joint venture. The Company contributed $3,000,000 and owns a 30% minority interest in this joint venture while Square owns 70%. This joint venture is accounted for under the equity method.
In Japan, the companies established Electronic Arts Square KK ("EA Square KK"), which will localize and publish in Japan the Company's properties originally created in North America and Europe, as well as develop and publish original video games in Japan. The Company contributed cash and has a 70% majority ownership interest, while Square contributed cash and owns 30%. Accordingly, the assets, liabilities and results of operations for EA Square KK are included in the Company's Consolidated Balance Sheets and Results of Operations since June 1, 1998, the date of formation. Square's 30% interest in EA Square KK has been reflected as "Minority interest in consolidated joint venture" on the Company's Consolidated Financial Statements.
(e) Other Business Combinations
Additionally, during the year ended March 31, 2000, the Company acquired two software development companies. In connection with these acquisitions, the Company incurred a charge of $2,670,000 for acquired in-process technology. The charge was made after the Company concluded that the in-process technology had not reached technological feasibility and had no alternative future use after taking into consideration the potential for usage of the software in different products and resale of the software.
(15) INCOME TAXES
The Company's pretax income (loss) from operations for the fiscal years ended March 31, 2001, 2000 and 1999 consisted of the following components:
- ------------------------- ------------- ------------ ------------ (in thousands) 2001 2000 1999 - ------------------------- ------------- ------------ ------------ Domestic $(27,166) $104,096 $79,789 Foreign 13,736 65,718 38,669 - ------------------------- ------------- ------------ ------------ Total pretax income (loss) $(13,430) $169,814 $118,458 - ------------------------- ------------- ------------ ------------
Income tax expense (benefit) for the fiscal years ended March 31, 2001, 2000 and 1999 consisted of:
- ------------------------------ ----------- ------------ ------------ (in thousands) Current Deferred Total - ------------------------------ ----------- ------------ ------------
2001: Federal $(4,233) $(19,975) $ (24,208) State 582 (13,809) (13,227) Foreign 6,981 541 7,522 Charge in lieu of taxes from employee stock plans for Class A 25,750 - 25,750 - ------------------------------ ----------- ------------ ------------ $29,080 $(33,243) $ (4,163) - ------------------------------ ----------- ------------ ------------
2000: Federal $ 2,766 $ 3,231 $ 5,997 State 299 859 1,158 Foreign 15,573 (2,649) 12,924 Charge in lieu of taxes from employee stock plans 32,563 - 32,563 - ------------------------------ ----------- ------------ ------------ $51,201 $ 1,441 $ 52,642 - ------------------------------ ----------- ------------ ------------
1999: Federal $31,204 $(10,340) $ 20,864 State 4,401 (2,590) 1,811 Foreign 15,715 1,410 17,125 Charge in lieu of taxes from employee stock plans 5,614 - 5,614 - ------------------------------ ----------- ------------ ------------ $56,934 $(11,520) $ 45,414 - ------------------------------ ----------- ------------ ------------
The components of the net deferred tax assets as of March 31, 2001 and 2000 consist of:
- ---------------------------------------- ------------- -------------- (in thousands) 2001 2000 - ---------------------------------------- ------------- -------------- Deferred tax assets: Accruals, reserves and other expenses $110,331 $70,131 - ---------------------------------------- ------------- -------------- Total 110,331 70,131 - ---------------------------------------- ------------- --------------
Deferred tax liabilities: Undistributed earnings of DISC (1,189) (1,487) Prepaid royalty expenses (44,678) (38,562) Fixed assets (4,456) (3,249) Unrealized gains on marketable securities - (68) - ---------------------------------------- ------------- -------------- Total (50,323) (43,366) - ---------------------------------------- ------------- -------------- Net deferred tax asset $ 60,008 $26,765 - ---------------------------------------- ------------- --------------
At March 31, 2001, deferred tax assets of $57,082,000 and $2,926,000 were included in other current assets and other assets, respectively.
At March 31, 2001, the Company had net Federal operating loss carryforwards of approximately $19,000,000 for income tax reporting purposes, which expire in 2021.
The Company also has research and experimental tax credits aggregating approximately $15,000,000 and $11,000,000 for federal and California purposes, respectively. The federal credit carryforwards expire in 2021. The California credits carry over indefinitely until utilized.
The differences between the statutory income tax rate and the Company's effective tax rate, expressed as a percentage of income before provision for income taxes, for the years ended March 31, 2001, 2000 and 1999 were as follows:
- ------------------------------------ ---------- --------- -------- 2001 2000 1999 - ------------------------------------ ---------- --------- -------- Statutory Federal tax rate (35.0%) 35.0% 35.0% State taxes, net of Federal benefit (10.0%) 1.5% 1.5% Differences between statutory rate and foreign effective tax rate 20.2% (2.8%) (2.5%) Research and development credits (4.7%) (1.7%) (2.1%) Nondeductible acquisition costs 0.0% 0.0% 7.4% Other (1.5%) (1.0%) (1.0%) - ------------------------------------ ---------- --------- -------- (31.0%) 31.0% 38.3% - ------------------------------------ ---------- --------- --------
The Company provides for U.S. taxes on an insignificant portion of the undistributed earnings of its foreign subsidiaries and does not provide taxes on the remainder. The Company has not provided for Federal income tax on approximately $170,000,000 of undistributed earnings of its foreign subsidiaries, since the Company intends to reinvest this amount in foreign subsidiary operations indefinitely.
At March 31, 2001, the Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets.
The Company's U.S. income tax returns for the years 1992 through 1995 have been examined by the Internal Revenue Service (IRS). In 1998, the Company received a notice of deficiencies from the IRS. These deficiencies relate primarily to operations in Puerto Rico, which the Company is contesting in Tax Court. The Company believes that any additional liabilities, if any, that arise from the outcome of this examination will not be material to the Company's consolidated financial statements.
(16) INTEREST AND OTHER INCOME, NET
Interest and other income, net for the years ended March 31, 2001, 2000 and 1999 consisted of:
- -------------------------------- ---------- ---------- ---------- (in thousands) 2001 2000 1999 - -------------------------------- ---------- ---------- ----------
Interest income $17,903 $13,744 $12,625 Gain (loss) on disposition of assets, net (1,778) 8,339 725 Foreign currency losses (888) (1,781) (1,168) Equity in net gain (loss) of affiliates 820 1,138 (155) Other income (expense), net 829 (5,412) 1,153 - -------------------------------- ---------- ---------- ---------- $16,886 $16,028 $13,180 - -------------------------------- ---------- ---------- ----------
(17) Comprehensive Income
SFAS 130 requires classification of other comprehensive income in a financial statement and display of other comprehensive income separately from retained earnings and additional paid-in capital. Other comprehensive income includes primarily foreign currency translation adjustments and unrealized gains (losses) on investments.
The change in the components of comprehensive income, net of tax, is summarized as follows (in thousands):
- --------------------- --------------- ------------- --------------
Foreign Unrealized Accumu- Currency Gains lated Other Translation (Losses) on Comprehen- Adjustments Investments sive Loss - --------------------- --------------- ------------- -------------- Balance at March 31, 1998 $(3,198) $1,730 $(1,468) Other comprehensive income (loss) (2,643) 1,544 (1,099) - --------------------- --------------- ------------- -------------- Balance at March 31, 1999 (5,841) 3,274 (2,567) Other comprehensive loss (339) (3,455) (3,794) - --------------------- --------------- ------------- -------------- Balance at March 31, 2000 (6,180) (181) (6,361) Other comprehensive income (loss) (9,439) 3,097 (6,342) - --------------------- --------------- ------------- -------------- Balance at March 31, 2001 $(15,619) $2,916 $(12,703) - --------------------- --------------- ------------- --------------
Change in unrealized gains (losses) on investments, net are shown net of taxes of $1,391,000, $(1,553,000) and $727,000 in fiscal 2001, 2000 and 1999, respectively.
The currency translation adjustments are not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.
(18) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Cash, cash equivalents, short-term investments, receivables, accounts payable and accrued liabilities - the carrying amount approximates fair value because of the short maturity of these instruments.
Long-term investments, investments classified as held-to-maturity and marketable securities - fair value is based on quoted market prices.
(19) SEGMENT INFORMATION
SFAS 131 establishes standards for the reporting by public business enterprises of information about product lines, geographic areas and major customers. The method for determining what information to report is based on the way that management organizes the operating segments within the Company for making operational decisions and assessments of financial performance. The Company's chief operating decision maker is considered to be the Company's Chief Executive Officer ("CEO"). The CEO reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geographic region and by product lines for purposes of making operating decisions and assessing financial performance.
As a result of the issuance of Class B common stock, which is intended to reflect the performance of EA.com, management considers EA.com to be a separate reportable segment. Accordingly, prior period information has been restated to disclose separate segments. The Company operates in two principal business segments globally:
o Electronic Arts core ("EA Core") business segment: creation, marketing and distribution of entertainment software.
o EA.com business segment: creation, marketing and distribution of entertainment software which can be played or sold online, ongoing management of subscriptions of online games and website advertising.
Please see the discussion regarding segment reporting in the MD&A.
Information about Electronic Arts business segments is presented below for the fiscal years ended March 31, 2001, 2000 and 1999 (in thousands):
Information about Electronic Arts' operations in the North America and foreign areas for the fiscal years ended March 31, 2001, 2000 and 1999 is presented below:
For the fiscal years ended March 31, 2001, 2000 and 1999, Electronic Arts had sales to one customer which represented 12% of total net revenues in all three years.
Information about Electronic Arts' net revenues by product line for the fiscal years ended March 31, 2001, 2000 and 1999 is presented below (in thousands):
- -------------------------- ------------------ ----------------- --------------- 2001 2000 1999 - -------------------------- ------------------ ----------------- --------------- PC $ 408,454 $ 397,777 $ 270,793 PlayStation 309,988 586,821 519,830 PlayStation 2 258,988 - - Affiliated label 222,278 275,333 248,105 N64 67,044 120,415 152,349 Online Subscriptions 28,878 16,771 12,570 License, OEM and Other 20,468 22,894 18,216 Advertising 6,175 - - - -------------------------- ------------------ ----------------- --------------- $1,322,273 $1,420,011 $1,221,863 - -------------------------- ------------------ ----------------- ---------------
ELECTRONIC ARTS AND SUBSIDIARIES
QUARTERLY FINANCIAL AND MARKET INFORMATION (UNAUDITED)
The Company's common stock is traded in the over-the-counter market under the Nasdaq Stock Market symbol ERTS. The closing prices for the common stock in the table above represent the high and low closing prices as reported on the Nasdaq National Market.
ITEM 9:
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
Not applicable.
PART III
ITEM 10:
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding directors who are nominated for election required by Item 10 is incorporated herein by reference to the information in our definitive Proxy Statement for the 2001 Annual Meeting of Stockholders (the "Proxy Statement") under the caption "Proposal No. 1 - Election of Directors." The information regarding executive officers required by Item 10 is included in Item 4A hereof.
ITEM 11:
ITEM 11: EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to the information in the Proxy Statement under the caption "Compensation of Executive Officers" specifically excluding the "Compensation Committee Report on Executive Compensation".
ITEM 12:
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference to the information in the Proxy Statement under the caption "Principal Stockholders".
ITEM 13:
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated herein by reference to the information in the Proxy Statement under the caption "Certain Transactions."
PART IV
ITEM 14:
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1. Index to Financial Statements. Page(s) in Form 10-K
Independent Auditors' Report 46
Consolidated Balance Sheets as of March 31, 2001 and 2000 47
Consolidated Statements of Operations for the Years Ended March 31, 2001, 2000 and 1999 48
Consolidated Statements of Stockholders' Equity for the Years Ended March 31, 2001, 2000 and 1999 49
Consolidated Statements of Cash Flows for the Years Ended March 31, 2001, 2000 and 1999 51
Notes to Consolidated Financial Statements for the Years Ended March 31, 2001, 2000 and 1999 52- 73
2. Financial Statement Schedule.
The following financial statement schedule of Electronic Arts for the years ended March 31, 2001, 2000 and 1999 is filed as part of this report and should be read in conjunction with the Consolidated Financial Statements of Electronic Arts.
Schedule II - Valuation and Qualifying Accounts
Other financial statement schedules are omitted because the information called for is not required or is shown either in the Consolidated Financial Statements or the notes thereto.
3. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this report:
Number Exhibit Title ------ -------------
3.01 Registrant's Certificate of Incorporation, as amended to December 1, 1992. (1)
3.02 Registrant's Certificate of Amendment of Certificate of Incorporation. (2)
3.03 Registrant's By-Laws, as amended to date. (3)
3.04 Amended and Restated Certificate of Incorporation of Electronic Arts Inc.
4.01 Specimen Certificate of Registrant's Common Stock. (4)
10.01 Registrant's 1982 Stock Option Plan, as amended to date, and related documents. (5) (6)
10.02 Registrant's Directors Stock Option Plan and related documents. (6) (7)
10.03 Description of Registrant's FY 2001 Executive Bonus Plan. (6)
10.04 Directors and Officers and Company Reimbursement Indemnity Policy by and between Registrant and certain underwriters at Lloyd's, London and Continental Insurance Company, dated June 20, 1992. (8)
10.05 Lease by and between Registrant, Electronic Arts Limited and Allied Dunbar Assurance PLC, dated June 24, 1987, for the Registrant's U.K. facilities. (9)
Number Exhibit Title ------ -------------
10.06 Lease by and between Registrant and H.G.C. Associates, dated June 24, 1992, for the Registrant's warehouse and production facilities. (10)
10.07 Lease Agreement by and between Registrant and 1450 Fashion Island Boulevard Associates, L.P., dated March 22, 1991. (11)
10.08 Registrants' 1991 Stock Option Plan and related documents as amended. (6) (12)
10.09 Form of Indemnity Agreement with Directors. (13)
10.10 Registrants' Employee Stock Purchase Plan and related documents as amended. (6) (14)
10.11 Lease Agreement by and between Registrant and The Canada Life Assurance Company, dated December 20, 1991, for the Registrant's Canadian facilities. (15)
10.13 Amendment to Lease Agreement by and between Registrant and 1450 Fashion Island Boulevard Associates, L.P., dated March 22, 1991. (17)
10.14 Agreement between Registrant and Sega Enterprises, Ltd., dated July 14, 1992. (18) (19)
10.15 Lease Agreement by and between Registrant and Century Centre II Associates, dated July 27, 1992. (19)
10.16 Amendment to Lease Agreement by and between Registrant and 1450 Fashion Island Boulevard Associates, L.P., dated October 1, 1992. (19)
10.17 Amendment to Lease Agreement by and between Registrant and Century Centre II Associates, dated February 2, 1993. (19)
10.18 Amendment to Lease Agreement by and between Registrant and Century Centre II Associates, dated February 22, 1993. (19)
10.19 Directors and Officers and Company Reimbursement Indemnity Policy by and between Registrant and certain underwriters at Lloyd's, London and Continental Insurance Company, dated June 20, 1993. (19)
10.20 Lease by and between Registrant and 1450 Fashion Island Boulevard Associates, L.P., dated August 27, 1992 for additional space at corporate headquarters. (10)
10.22 Lease by and between Registrant, Electronic Arts Limited and Heron Slough Limited, dated June 12, 1992, for the Registrant's U.K. facilities. (20)
10.23 Lease by and between Registrant and the Travelers Insurance Company, dated April 14, 1993, for the Registrant's production facilities. (21)
10.24 Amendment to Lease Agreement by and between Registrant and 1450 Fashion Island Boulevard Associates, L.P., dated June 1, 1993. (22)
10.25 Amendment to Lease Agreement by and between Registrant and the Travelers Insurance Company, dated November 30, 1993. (23)
10.26 Amendment to Lease Agreement by and between Registrant and the Travelers Insurance Company, dated November 30, 1993. (23)
10.27 Lease Agreement by and between Registrant and Arthur J. Rogers & Co., dated January 14, 1994. (24)
10.28 Lease Agreement by and between Registrant and the Prudential Insurance Company of America, dated January 10, 1994. (24)
10.29 Agreement for Lease between Flatirons Funding, LP and Electronic Arts Redwood, Inc. dated February 14, 1995. (25)
10.30 Guarantee from Electronic Arts Inc. to Flatirons Funding, LP dated February 14, 1995. (25)
Number Exhibit Title ------ -------------
10.31 Lease Agreement by and between Registrant and Dixie Warehouse & Cartage Co., dated April 10, 1995. (25)
10.32 Commercial Earnest Money Contract between Novell, Inc. and ORIGIN Systems, Inc. dated April 13, 1995. (26)
10.33 First Amendment to Commercial Earnest Money Contract between Novell, Inc. and ORIGIN Systems, Inc. dated June 1, 1995. (27)
10.34 Amendment No. 1 to Agreement between Registrant and Sega Enterprises, Inc. effective December 31, 1995. (28)
10.35 Lease Agreement by and between Registrant and Don Mattrick dated October 16, 1996. (29)
10.36 Amended and Restated Guaranty from Electronic Arts Inc. to Flatirons Funding, LP dated March 7, 1997. (30)
10.37 Amended and Restated Agreement for Lease between Flatirons Funding, LP and Electronic Arts Redwood Inc. dated March 7, 1997. (30)
10.38 Amendment No. 1 to Lease Agreement between Electronic Arts Redwood Inc. and Flatirons Funding, LP dated March 7, 1997. (30)
10.39 Employment Agreement by and between the Registrant and John Riccitiello dated August 29, 1997. (31)
10.40 Lease Agreement by and between Registrant and John Riccitiello dated August 29, 1997. (31)
10.41 Employment Agreement by and between Registrant and James "Rusty" Russell Rueff, Jr. dated September 9, 1998. (32)
10.42 Lease Agreement by and between Registrant and Louisville Commerce Realty Corporation, dated April 1, 1999. (32)
10.43 Option agreement, agreement of purchase and sale, and escrow instructions for Zones 2 and 4, Electronic Arts Business Park, Redwood Shores California, dated April 5, 1999. (32)
10.44 Lease Agreement by and between Registrant and Spieker Properties, L.P., dated September 3, 1999. (33)
10.45 Master Lease and Deed of Trust by and between Registrant and Selco Service Corporation, dated December 6, 2000. (34)
10.46 Amendment No. 1 to Amended and Restated Credit Agreement by and among Flatirons Funding LP and The Dai-Ichi Kangyo Bank, Limited, New York Branch, dated February 21, 2001.
10.47 Residential Purchase Agreement by and between Registrant and John Riccitiello, dated August 14, 2000.
10.48 Office Service Agreement by and between Pogo.com Inc and 300 California Associates, LLC, dated September 17, 1999.
10.49 Office Lease Agreement by and between Pogo.com Inc and Fifth Avenue LLC, dated May 5, 2000.
10.50 Office Lease Agreement by and between Registrant and California Plaza of Walnut Creek, Inc., dated February 1, 2001.
21.01 Subsidiaries of the Registrant.
23.01 Consent of KPMG, LLP, Independent Auditors.
23.02 Consent of Ernst & Young LLP, Independent Auditors (32)
99.01 Report of Ernst & Young LLP, Independent Auditors (32) - --------------------------------------------------------------------------------
(1) Incorporated by reference to Exhibit 3.01 to Registrant's Current Report on Form 8-K filed on October 16, 1991.
(2) Incorporated by reference to Exhibit 4.01 to Registrant's Registration Statement on Form S-8 filed on December 1, 1992 (File No. 33-55212) (the "1992 Form S-8").
(3) Incorporated by reference to Exhibit 3.02 to Registrant's Current Report on Form 8-K filed on October 16, 1991.
(4) Incorporated by reference to Exhibit 4.01 to Registrant's Registration Statement on Form S-4 filed on March 3, 1994 (File No. 33-75892).
(5) Incorporated by reference to Exhibit 4.03 to Post-Effective Amendment No. 2 to Registrant's Registration Statement on Form S-8 filed on November 6, 1991 (File No. 33-32616) ("S-8 Amendment No. 2").
(6) Management contract or compensatory plan or arrangement.
(7) Incorporated by reference to Exhibit 4.04 to S-8 Amendment No. 2.
(8) Incorporated by reference to Exhibit 10.08 to Registrant's Annual Report on Form 10-K for the year ended March 31, 1992 (the "1992 Form 10-K").
(9) Incorporated by reference to Exhibit 10.07 to the Registrant's Registration Statement on Form S-1 filed on September 20, 1989, and all amendments thereto (File No. 33-30346) (the "Form S-1").
(10) Incorporated by reference to similarly numbered exhibits to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992.
(11) Incorporated by reference to Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the year ended March 31, 1991.
(12) Incorporated by reference to Exhibit 4.01 to the Registrant's Registration Statement on Form S-8 filed on July 29, 1993 (File No. 33-66836) (the "1993 Form S-8").
(13) Incorporated by reference to Exhibit 10.09 to the Form S-1.
(14) Incorporated by reference to Exhibit 4.02 to 1993 Form S-8.
(15) Incorporated by reference to Exhibit 10.16 to the 1992 Form 10-K.
(16) Not Used.
(17) Incorporated by reference to Exhibit 10.18 to the 1992 Form 10-K.
(18) Confidential treatment has been granted with respect to certain portions of this document.
(19) Incorporated by reference to similarly numbered exhibits to Registrants Annual Report on Form 10-K for the year ended March 31, 1993.
(20) Incorporated by reference to Exhibit 19.01 of Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992.
(21) Incorporated by reference to Exhibit 10.23 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993.
(22) Incorporated by reference to Exhibit 10.24 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993.
(23) Incorporated by reference to similarly numbered exhibits to Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1993.
(24) Incorporated by reference to similarly numbered exhibits to Registrant's Annual Report on Form 10-K for the year ended March 31, 1994 (the "1994 Form 10-K").
(25) Incorporated by reference to similarly numbered exhibits to Registrant's Annual Report on Form 10-K for the year ended March 31, 1995 (the "1995 Form 10-K").
(26) Incorporated by reference to Exhibit 10.01 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
(27) Incorporated by reference to Exhibit 10.02 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
(28) Incorporated by reference to similarly numbered exhibits to Registrant's Annual Report on Form 10-K for the year ended March 31, 1996 (the "1996 Form 10-K").
(29) Incorporated by reference to Exhibit 10.35 to Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1996.
(30) Incorporated by reference to similarly numbered exhibits to Registrant's Annual Report on Form 10-K for the year ended March 31, 1997 (the "1997 Form 10-K").
(31) Incorporated by reference to similarly numbered exhibits to Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997.
(32) Incorporated by reference to similarly numbered exhibits to Registrant's Annual Report on Form 10-K for the year ended March 31, 1999 (the "1999 Form 10-K").
(33) Incorporated by reference to similarly numbered exhibits to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.
(34) Incorporated by reference to similarly numbered exhibits to Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2000.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended March 31, 2001.
(c) Exhibits:
The Registrant hereby files as part of this Form 10-K the exhibits listed in Item 14(a)3, as set forth above.
(d) Financial Statement Schedule:
The Registrant hereby files as part of this Form 10-K the financial statement schedule listed in Item 14(a)2, as set forth on page 83.
SIGNATURES
Pursuant to the requirements of the 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.
ELECTRONIC ARTS
By: /s/ Lawrence F. Probst III ----------------------------------- (Lawrence F. Probst III, Chairman of the Board and Chief Executive Officer)
Date: June 28, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the Registrant in the capacities indicated and on the 28th of June 2001.
Name Title
/s/ Lawrence F. Probst III Chairman of the Board - ---------------------------------------- and Chief Executive Officer (Lawrence F. Probst III)
/s/ E. Stanton McKee, Jr. Executive Vice President and Chief - ---------------------------------------- Financial and Administrative Officer (E. Stanton McKee, Jr.)
/s/ David L. Carbone Senior Vice President, Finance - ---------------------------------------- (Principal Accounting Officer) (David L. Carbone)
Directors:
/s/ M. Richard Asher Director - ---------------------------------------- (M. Richard Asher)
/s/ William J. Byron Director - ---------------------------------------- (William J. Byron)
/s/ Daniel H. Case III Director - ---------------------------------------- (Daniel H. Case III)
/s/ Gary M. Kusin Director - ---------------------------------------- (Gary M. Kusin)
/s/ Timothy J. Mott Director - ---------------------------------------- (Timothy J. Mott)
ELECTRONIC ARTS INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Years Ended March 31, 2001, 2000 and 1999 (in thousands)
ELECTRONIC ARTS INC. 2001 FORM 10-K ANNUAL REPORT
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE - ------ -------------
10.03 Description of Registrant's FY 2002 Executive Bonus Plan
10.46 Amendment No. 1 to Amended and Restated Credit Agreement by and among Flatirons Funding LP and The Dai-Ichi Kangyo Bank, Limited, New York Branch, dated February 21, 2001.
10.47 Residential Purchase Agreement by and between Registrant and John Riccitiello, dated August 14, 2000.
10.48 Office Service Agreement by and between Pogo.com Inc and 300 California Associates, LLC, dated September 17, 1999.
10.49 Office Lease Agreement by and between Pogo.com Inc and Fifth Avenue LLC, dated May 5, 2000.
10.50 Office Lease Agreement by and between Registrant and California Plaza of Walnut Creek, Inc., dated February 1, 2001.
21.01 Subsidiaries of the Registrant
23.01 Consent of KPMG, LLP, Independent Auditors