TAKE TWO INTERACTIVE SOFTWARE INC [TTWO] Filings

10-Q 1 ttwo-20240630.htm 10-Q ttwo-20240630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .

Commission file number 001-34003

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		51-0350842
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
110 West 44th Street		10036
New York	New York	(Zip Code)
(Address of principal executive offices)

Registrant's Telephone Number, Including Area Code: (646) 536-2842

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	TTWO	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of July 29, 2024, there were 175,282,774 shares of the Registrant's Common Stock outstanding, net of treasury stock.

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INDEX


PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Equity	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	35
PART II.	OTHER INFORMATION	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
	Signatures	38

(All other items in this report are inapplicable)

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share amounts)


	June 30, 2024		March 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,081.1	$	754.0
Short-term investments	15.4		22.0
Restricted cash and cash equivalents	306.1		252.1
Accounts receivable, net of allowances of $1.2 and $1.2 at June 30, 2024 and March 31, 2024, respectively	594.2		679.7
Software development costs and licenses	62.7		88.3
Contract assets	80.7		85.0
Prepaid expenses and other	418.8		378.6
Total current assets	2,559.0		2,259.7
Fixed assets, net	422.0		411.1
Right-of-use assets	344.0		325.7
Software development costs and licenses, net of current portion	1,606.0		1,446.5
Goodwill	4,706.8		4,426.4
Other intangibles, net	3,005.9		3,060.6

Long-term restricted cash and cash equivalents	84.7		95.9
Other assets	216.2		191.0
Total assets	$	12,944.6	$	12,216.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	170.3	$	195.9
Accrued expenses and other current liabilities	1,067.7		1,062.6
Deferred revenue	945.3		1,059.5
Lease liabilities	64.1		63.8
Short-term debt, net	598.9		24.6
Total current liabilities	2,846.3		2,406.4
Long-term debt, net	3,054.4		3,058.3
Non-current deferred revenue	38.2		42.9
Non-current lease liabilities	404.9		387.3
Non-current software development royalties	90.0		102.1
Deferred tax liabilities, net	311.1		340.9
Other long-term liabilities	208.2		211.1
Total liabilities	$	6,953.1	$	6,549.0
Commitments and contingencies (See Note 11)
Stockholders' equity:
Preferred stock, $0.01 par value, 5.0 shares authorized; no shares issued and outstanding at June 30, 2024 and March 31, 2024	—		—
Common stock, $0.01 par value, 300.0 and 300.0 shares authorized; 198.8 and 194.5 shares issued and 175.2 and 170.8 outstanding at June 30, 2024 and March 31, 2024, respectively	2.0		1.9
Additional paid-in capital	9,962.5		9,371.6
Treasury stock, at cost; 23.7 and 23.7 common shares at June 30, 2024 and March 31, 2024, respectively	(1,020.6)		(1,020.6)
Accumulated deficit	(2,841.9)		(2,579.9)
Accumulated other comprehensive loss	(110.5)		(105.1)
Total stockholders' equity	$	5,991.5	$	5,667.9
Total liabilities and stockholders' equity	$	12,944.6	$	12,216.9

See accompanying Notes.

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TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share amounts)


	Three Months Ended June 30,
	2024		2023
Net revenue:
Game	$	1,216.7	$	1,096.1
Advertising	121.5		188.6
Total net revenue	1,338.2		1,284.7
Cost of revenue	567.1		605.5
Gross profit	771.1		679.2
Selling and marketing	431.4		399.4
Research and development	219.8		238.6
General and administrative	210.5		197.9
Depreciation and amortization	44.8		40.4

Business reorganization	49.5		7.2
Total operating expenses	956.0		883.5
Loss from operations	(184.9)		(204.3)
Interest and other, net	(24.2)		(25.4)
(Loss) gain on fair value adjustments, net	(3.1)		0.8
Loss before income taxes	(212.2)		(228.9)
Provision for (benefit from) income taxes	49.8		(22.9)
Net loss	$	(262.0)	$	(206.0)
Loss per share:
Basic and diluted loss per share	$	(1.52)	$	(1.22)

See accompanying Notes.

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TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

(in millions)


	Three Months Ended June 30,
	2024		2023
Net loss	$	(262.0)	$	(206.0)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(5.4)		26.0








Change in fair value of available for sale securities	—		0.9
Other comprehensive (loss) income	(5.4)		26.9
Comprehensive loss	$	(267.4)	$	(179.1)

See accompanying Notes.

TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


	Three Months Ended June 30,
	2024		2023
Operating activities:
Net loss	$	(262.0)	$	(206.0)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization and impairment of software development costs and licenses	85.9		69.0
Stock-based compensation	75.3		78.7
Noncash lease expense	16.1		15.0
Amortization and impairment of intangibles	182.0		249.6
Depreciation	35.9		31.5

Interest expense	37.1		36.8


Other, net	5.5		7.9
Changes in assets and liabilities, net of effect from purchases of businesses:
Accounts receivable	91.6		141.3
Software development costs and licenses	(197.9)		(125.2)
Prepaid expenses and other current and other non-current assets	49.0		(14.4)
Deferred revenue	(118.3)		(87.4)
Accounts payable, accrued expenses and other liabilities	(191.2)		(191.8)
Net cash (used in) provided by operating activities	(191.0)		5.0
Investing activities:
Change in bank time deposits	6.6		0.8
Sale and maturities of available-for-sale securities	—		78.0

Purchases of fixed assets	(35.1)		(31.5)

Purchases of long-term investments	(11.1)		(5.0)
Business acquisitions	9.6		(1.6)
Other	(4.7)		(2.6)
Net cash (used in) provided by investing activities	(34.7)		38.1
Financing activities:
Tax payment related to net share settlements on restricted stock awards	—		(41.3)
Issuance of common stock	23.3		18.8
Payment for settlement of convertible notes	(8.3)		—
Proceeds from issuance of debt	598.9		999.3
Cost of debt	(5.4)		(7.5)

Repayment of debt	—		(989.6)
Payment of contingent earn-out consideration	(12.0)		(0.5)
Net cash provided by (used in) financing activities	596.5		(20.8)
Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash and cash equivalents	(0.9)		3.8
Net change in cash, cash equivalents, and restricted cash and cash equivalents	369.9		26.1
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of year (1)	1,102.0		1,234.6
Cash, cash equivalents, and restricted cash and cash equivalents, end of period (1)	$	1,471.9	$	1,260.7

(1) Cash, cash equivalents and restricted cash and cash equivalents shown on our Condensed Consolidated Statements of Cash Flow includes amounts in the Cash and cash equivalents, Restricted cash and cash equivalents, and Long-term restricted cash and cash equivalents on our Condensed Consolidated Balance Sheet.

See accompanying Notes.

TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)

(in millions)


	Three Months Ended June 30, 2024

	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings/(Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Stockholder's Equity
	Shares	Amount				Shares	Amount

Balance, March 31, 2024	194.5	$	1.9	$	9,371.6	(23.7)	$	(1,020.6)	$	(2,579.9)	$	(105.1)	$	5,667.9
Net loss	—	—		—		—	—		(262.0)		—		(262.0)
Change in cumulative foreign currency translation adjustment	—	—		—		—	—		—		(5.4)		(5.4)
Stock-based compensation	—	—		97.2		—	—		—		—		97.2
Issuance of restricted stock, net of forfeitures and cancellations	1.2	—		—		—	—		—		—		—
Exercise of stock options	—	—		0.3		—	—		—		—		0.3
Issuance of shares related to Zynga convertible notes	0.1	—		16.0		—	—		—		—		16.0
Issuance of shares related to Gearbox acquisition	2.8	—		454.3		—	—		—		—		454.3
Employee share purchase plan settlement	0.2	—		23.0		—	—		—		—		23.0
Other changes, net	—	0.1		0.1		—	—		—		—		0.2
Balance, June 30, 2024	198.8	$	2.0	$	9,962.5	(23.7)	$	(1,020.6)	$	(2,841.9)	$	(110.5)	$	5,991.5


	Three Months Ended June 30, 2023

	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings/Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Stockholder's Equity
	Shares	Amount				Shares	Amount

Balance, March 31, 2023	192.6	$	1.9	$	9,010.2	(23.7)	$	(1,020.6)	$	1,164.3	$	(113.3)	$	9,042.5
Net loss	—	—		—		—	—		(206.0)		—		(206.0)
Change in cumulative foreign currency translation adjustment	—	—		—		—	—		—		26.0		26.0
Net unrealized loss on available-for-sale securities, net of taxes	—	—		—		—	—		—		0.9		0.9
Stock-based compensation	—	—		99.4		—	—		—		—		99.4
Issuance of restricted stock, net of forfeitures and cancellations	1.0	—		—		—	—		—		—		—
Net share settlement of restricted stock awards	(0.3)	—		(41.3)		—	—		—		—		(41.3)
Employee share purchase plan settlement	0.2	—		18.5		—	—		—		—		18.5
Exercise of stock options	—	—		0.2		—	—		—		—		0.2
Balance, June 30, 2023	193.5	$	1.9	$	9,087.0	(23.7)	$	(1,020.6)	$	958.3	$	(86.4)	$	8,940.2

See accompanying Notes.

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TAKE-TWO INTERACTIVE SOFTWARE, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share amounts)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Take-Two Interactive Software, Inc. (the "Company," "we," "us," or similar pronouns) was incorporated in the state of Delaware in 1993. We are a leading developer, publisher, and marketer of interactive entertainment for consumers around the globe. We develop, operate, and publish products principally through Rockstar Games, 2K, Private Division, and Zynga. Our products are designed for console gaming systems, PC, and mobile, including smartphones and tablets. We deliver our products through physical retail, digital download, online platforms, and cloud streaming services.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries and, in our opinion, reflect all normal and recurring adjustments necessary for the fair presentation of our financial position, results of operations, and cash flows. Interim results may not be indicative of the results that may be expected for the full fiscal year. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of these Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in these Condensed Consolidated Financial Statements and accompanying notes. As permitted under U.S. GAAP, interim accounting for certain expenses, including income taxes, is based on full year assumptions when appropriate. Actual results could differ materially from those estimates, which may affect economic conditions in a number of different ways and result in uncertainty and risk.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), although we believe that the disclosures are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements and accompanying notes should be read in conjunction with our annual Consolidated Financial Statements and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation.

Recent Accounting Pronouncements

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 (April 1, 2025 for the Company). The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. We are currently evaluating the potential impact of adopting this guidance on our Consolidated Financial Statements and related disclosures.

Segment Reporting Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 (April 1, 2024 for the Company) and interim periods within fiscal years beginning after December 15, 2024 (April 1, 2025 for the Company). The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements. We are currently evaluating the potential impact of adopting this guidance on our Consolidated Financial Statements and related disclosures.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

Timing of recognition

Net revenue recognized at a point in time is primarily comprised of the portion of revenue from software products that is recognized when the customer takes control of the product (i.e. upon delivery of the software product).

Net revenue recognized over time is primarily comprised of revenue from our software products that include game related services, separate virtual currency transactions, and in-game purchases, which are recognized over an estimated service period. Net revenue recognized over time also includes in-game advertising, which is recognized over a contractual term.

Net revenue by timing of recognition was as follows:


	Three Months Ended June 30,
	2024		2023
Net revenue recognized:
Over time	$	1,127.6	$	1,079.8
Point in time	210.6		204.9
Total net revenue	$	1,338.2	$	1,284.7

Content

Recurrent consumer spending ("RCS") is generated from ongoing consumer engagement and includes revenue from virtual currency, add-on content, in-game purchases, and in-game advertising.

Full game and other revenue primarily includes the initial sale of full game software products, which may include offline and/or significant game related services.

Net revenue by content was as follows:


	Three Months Ended June 30,
	2024		2023
Net revenue recognized:
Recurrent consumer spending	$	1,097.7	$	1,068.4
Full game and other	240.5		216.3
Total net revenue	$	1,338.2	$	1,284.7

Geography

We attribute net revenue to geographic regions based on software product destination. Net revenue by geographic region was as follows:


	Three Months Ended June 30,
	2024		2023
Net revenue recognized:
United States	$	820.5	$	803.9
International	517.7		480.8
Total net revenue	$	1,338.2	$	1,284.7

Platform

Net revenue by platform was as follows:


	Three Months Ended June 30,
	2024		2023
Net revenue recognized:
Mobile	$	722.5	$	680.0
Console	508.9		504.3
PC and other	106.8		100.4
Total net revenue	$	1,338.2	$	1,284.7

Distribution Channel

Our products are delivered through digital online services (digital download, online platforms, and cloud streaming) and physical retail and other. Net revenue by distribution channel was as follows:


	Three Months Ended June 30,
	2024		2023
Net revenue recognized:
Digital online	$	1,295.5	$	1,240.0
Physical retail and other	42.7		44.7
Total net revenue	$	1,338.2	$	1,284.7

Deferred Revenue

We record deferred revenue when payments are due or received in advance of the fulfillment of our associated performance obligations. The balance of deferred revenue, including current and non-current balances as of June 30, 2024 and March 31, 2024 were $983.5 and $1,102.4, respectively. For the three months ended June 30, 2024, the additions to our deferred revenue balance were due primarily to cash payments received or due in advance of satisfying our performance obligations, while the reductions to our deferred revenue balance were due primarily to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business.

During the three months ended June 30, 2024 and 2023, $523.9 and $523.9, respectively, of revenue was recognized that was included in the deferred revenue balance at the beginning of the respective period. As of June 30, 2024, the aggregate amount of contract revenue allocated to unsatisfied performance obligations is $1,089.4, which includes our deferred revenue balances and amounts to be invoiced and recognized as revenue in future periods. We expect to recognize approximately $1,010.8 of this balance as revenue over the next 12 months, and the remainder thereafter. This balance does not include an estimate for variable consideration arising from sales-based royalty license revenue in excess of the contractual minimum guarantee.

As of June 30, 2024 and March 31, 2024, our contract asset balances were $80.7 and $85.0, respectively.

3. MANAGEMENT AGREEMENT

In May 2022, we entered into a management agreement (the "2022 Management Agreement") with ZelnickMedia Corporation ("ZelnickMedia") that replaced our previous agreement with ZelnickMedia and pursuant to which ZelnickMedia will continue to provide financial and management consulting services to the Company through March 31, 2029. The 2022 Management Agreement became effective May 23, 2022. On May 21, 2022, ZelnickMedia assigned substantially all of its rights and obligations and other liabilities under the 2022 Management Agreement to ZMC Advisors, L.P. ("ZMC Advisors"). References to "ZMC" herein shall mean either ZelnickMedia or ZMC Advisors, as appropriate. As part of the 2022 Management Agreement, Strauss Zelnick continues to serve as Executive Chairman and Chief Executive Officer of the Company, and Karl Slatoff continues to serve as President of the Company. The 2022 Management Agreement provides for an annual management fee of $3.3 over the term of the agreement and a maximum annual bonus opportunity of $13.2 over the term of the agreement, based on the Company achieving certain performance thresholds. In connection with the 2022 Management Agreement, we have granted and expect to grant time-based and performance-based restricted units to ZMC.

In consideration for ZMC's services, we recorded consulting expense in General and administrative expenses on our Condensed Consolidated Statements of Operations of $2.6 and $2.8 during the three months ended June 30, 2024 and 2023,

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respectively. We recorded stock-based compensation expense for restricted stock units granted to ZMC, which is also included in General and administrative expenses, of $12.4 and $11.2 during the three months ended June 30, 2024 and 2023, respectively.

In connection with the 2022 Management Agreement, we granted restricted stock units (in thousands) to ZMC as follows:


	Three Months Ended June 30,
	2024	2023
Time-based	102	97
Market-based(1)	311	295
Performance-based(1)	104	98
Total Restricted Stock Units	517	490

(1) Represents the maximum of shares eligible to vest

Time-based restricted stock units granted pursuant to the 2022 Management Agreement in fiscal year 2025 will vest on June 1, 2025, June 1, 2026, and June 1, 2027, and those granted in fiscal year 2024, partially vested on June 1, 2024 and will also vest June 1, 2025 and June 1, 2026. Time-based restricted stock units granted in fiscal year 2023, partially vested on June 1, 2023 and June 1, 2024 and will also vest June 1, 2025.

Market-based restricted stock units granted pursuant to the 2022 Management Agreement in fiscal year 2025 are eligible to vest on June 1, 2027, those granted in fiscal year 2024 are eligible to vest on June 1, 2026, and those granted in fiscal year 2023 are eligible to vest on June 1, 2025. Market-based restricted stock units are eligible to vest based on the Company's Total Shareholder Return (as defined in the relevant grant agreement) relative to the Total Shareholder Return (as defined in the relevant grant agreement) of the companies that constitute the NASDAQ 100 index under the 2022 Management Agreement (as defined in the relevant grant agreement) as of the grant date measured over a three-year period, as applicable. To earn the target number of market-based restricted stock units (which represents 50% of the number of the market-based restricted stock units set forth in the table above), the Company must perform at the 50th percentile, with the maximum number of market-based restricted stock units earned if the Company performs at the 75th percentile.

Performance-based restricted stock units granted pursuant to the 2022 Management Agreement in fiscal year 2025 are eligible to vest on June 1, 2027, those granted in fiscal year 2024 are eligible to vest on June 1, 2026, and those granted in fiscal year 2023 are eligible to vest on June 1, 2025. The performance-based restricted stock units are tied to "RCS" (as defined in the relevant grant agreement) and are eligible to vest based on the Company's achievement of certain performance metrics (as defined in the relevant grant agreement) of "RCS" measured over a three-year period. The target number of performance-based restricted stock units that may be earned pursuant to these grants is equal to 50% of the grant amounts set forth in the above table (the numbers in the table represent the maximum number of performance-based restricted stock units that may be earned). At the end of each reporting period, we assess the probability of each performance metric and upon determination that certain thresholds are probable, we record expense for the unvested portion of the shares of performance-based restricted stock units.

The unvested portions of time-based, market-based and performance-based restricted stock units held by ZMC were 1.4 and 1.3 as of June 30, 2024 and March 31, 2024, respectively. During the three months ended June 30, 2024, 0.4 restricted stock units previously granted to ZMC vested, and 0.1 restricted stock units were forfeited by ZMC.

4. FAIR VALUE MEASUREMENTS

Recurring fair value measurements

The carrying amounts of our financial instruments, including cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, prepaid expenses and other, accounts payable, and accrued expenses and other current liabilities, approximate fair value because of their short maturities.

We follow a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of "observable inputs" and minimize the use of "unobservable inputs." The three levels of inputs used to measure fair value are as follows:

•Level 1—Quoted prices in active markets for identical assets or liabilities.

•Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data.

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•Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

The table below segregates all assets and liabilities that are measured at fair value on a recurring basis (which is measured at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.


	June 30, 2024
	Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Assets:
Cash and cash equivalents:
Money market funds	$	489.0	$	—	$	—	$	489.0
Bank-time deposits	247.8		—		—		247.8
Short-term investments:
Bank-time deposits	15.4		—		—		15.4
Restricted cash and cash equivalents:
Money market funds	291.3		—		—		291.3
Bank-time deposits	0.5		—		—		0.5
Restricted cash and cash equivalents, long term:
Money market funds	84.7		—		—		84.7

Other assets:
Private equity	—		—		25.6		25.6
Equity securities	7.9		—		—		7.9
Foreign currency forward contracts	—		0.1		—		0.1
Total financial assets	$	1,136.6	$	0.1	$	25.6	$	1,162.3

Liabilities:
Accrued expenses and other current liabilities:
Contingent earn-out consideration	$	—	$	—	$	0.4	$	0.4
Other-long term liabilities:
Contingent earn-out consideration	—		—		0.7		0.7
Long-term debt, net:
Convertible notes	—		25.9		—		25.9
Total financial liabilities	$	—	$	25.9	$	1.1	$	27.0

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	March 31, 2024
	Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Assets:
Cash and cash equivalents:
Money market funds	$	177.5	$	—	$	—	$	177.5
Bank-time deposits	64.8		—		—		64.8
Short-term investments:
Bank-time deposits	22.0		—		—		22.0
Restricted cash and cash equivalents:
Money market funds	238.3		—		—		238.3
Bank-time deposits	0.5		—		—		0.5
Restricted cash and cash equivalents, long term:
Money market funds	95.9		—		—		95.9
Other assets:
Private equity	—		—		26.8		26.8
Total financial assets	$	599.0	$	—	$	26.8	$	625.8

Liabilities:
Accrued expenses and other current liabilities:
Contingent earn-out consideration	$	—	$	—	$	12.4	$	12.4
Other long-term liabilities:
Contingent earn-out consideration	—		—		0.7		0.7
Short-term debt, net:
Convertible notes	—		24.6		—		24.6
Long-term debt, net:
Convertible notes	—		25.9		—		25.9
Total financial liabilities	$	—	$	50.5	$	13.1	$	63.6

We did not have any transfers between Level 1 and Level 2 fair value measurements, nor did we have any transfers into or out of Level 3 during the three months ended June 30, 2024.

Nonrecurring fair value measurements

We hold equity investments in certain unconsolidated entities without a readily determinable fair value. These strategic investments represent less than a 20% ownership interest in each of the privately-held affiliates, and we do not maintain significant influence over or control of the entities. We have elected the practical expedient in Topic 321, Investments-Equity Securities, to measure these investments at cost less any impairment, adjusted for observable price changes, if any. Based on these considerations, we estimate that the carrying value of the acquired shares represents the fair value of the investment. At June 30, 2024, and March 31, 2024, we held $8.0 and $8.0, respectively, of such investments in Other assets within our Condensed Consolidated Balance Sheet.

5. SHORT-TERM INVESTMENTS

Our Short-term investments consisted of the following:


	June 30, 2024
			Gross Unrealized
	Cost or Amortized Cost		Gains		Losses		Fair Value
Short-term investments
Bank time deposits	$	15.4	$	—	$	—	$	15.4





Total Short-term investments	$	15.4	$	—	$	—	$	15.4


	March 31, 2024
			Gross Unrealized
	Cost or Amortized Cost		Gains		Losses		Fair Value
Short-term investments
Bank time deposits	$	22.0	$	—	$	—	$	22.0





Total Short-term investments	$	22.0	$	—	$	—	$	22.0

The following table summarizes the contracted maturities of our short-term investments at June 30, 2024:


	June 30, 2024
	Amortized Cost		Fair Value
Short-term investments
Due in 1 year or less	$	15.4	$	15.4


Total Short-term investments	$	15.4	$	15.4

6. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Our risk management strategy includes the use of derivative financial instruments to reduce the volatility associated with changes in foreign currency exchange rates on earnings, cash flows, and certain balance sheet amounts. We do not enter into derivative financial contracts for speculative or trading purposes. We recognize derivative instruments as either assets or liabilities on our Consolidated Balance Sheets, and we measure those instruments at fair value. We classify cash flows from derivative transactions as cash flows from operating activities in our Consolidated Statements of Cash Flows.

Foreign currency forward contracts

The following table shows the gross notional amounts of foreign currency forward contracts:


	June 30, 2024		March 31, 2024
Forward contracts to sell foreign currencies	$	247.2	$	243.0
Forward contracts to purchase foreign currencies	124.8		72.2

For the three months ended June 30, 2024 and 2023, we recorded a gain of $3.5 and a gain of $3.8, respectively, related to foreign currency forward contracts in Interest and other, net on our Condensed Consolidated Statements of Operations. Our foreign currency exchange forward contracts are not designated as hedging instruments under hedge accounting and are used to reduce the impact of foreign currency on certain balance sheet exposures. These instruments are generally short-term in nature, with typical maturities of less than one year, and are subject to fluctuations in foreign exchange rates.

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7. SOFTWARE DEVELOPMENT COSTS AND LICENSES

Details of our capitalized software development costs and licenses were as follows:


	June 30, 2024				March 31, 2024
	Current		Non-current		Current		Non-current
Software development costs, internally developed	$	29.1	$	1,532.0	$	53.4	$	1,237.0
Software development costs, externally developed	14.2		62.1		6.1		198.5
Licenses	19.4		11.9		28.8		11.0
Software development costs and licenses	$	62.7	$	1,606.0	$	88.3	$	1,446.5

During the three months ended June 30, 2024 and 2023, we recorded $23.3 and $18.2, respectively, of software development impairment charges (a component of Cost of revenue). During the three months ended June 30, 2024, the impairment charges related to our cost reduction program (refer to Note 15 - Business Reorganization). During the three months ended June 30, 2023, the impairment charges related to recognizing unamortized capitalized costs for the development of titles, which were anticipated to exceed the net realizable value of the asset at the time they were impaired.

8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:


	June 30, 2024		March 31, 2024
Software development royalties	$	430.8	$	413.1
Compensation and benefits	164.9		227.3
Tax payable	89.8		32.4
Marketing and promotions	84.8		94.5
Licenses	53.2		64.4
Interest payable	31.8		29.4
Refund liability	28.5		34.5
Sales tax liability	19.5		19.3
Professional fees	17.5		16.7
Deferred acquisition payments	8.4		17.6
Other	138.5		113.4
Accrued expenses and other current liabilities	$	1,067.7	$	1,062.6

9. DEBT

The components of Long-term debt, net on our Condensed Consolidated Balance Sheet were as follows:


	Annual Interest Rate	Maturity Date	June 30, 2024		Fair Value (Level 2)
2026 Notes	5.00%	March 28, 2026	$	550.0	$	546.3
2027 Notes	3.70%	April 14, 2027	600.0		577.1
2028 Notes	4.95%	March 28, 2028	800.0		792.3
2029 Notes	5.40%	June 12, 2029	300.0		302.1
2032 Notes	4.00%	April 14, 2032	500.0		455.4
2034 Notes	5.60%	June 12, 2034	300.0		300.2
2026 Convertible Notes	0.00%	December 15, 2026	25.9		25.9
Total			$	3,075.9	$	2,999.3
Unamortized discount and issuance costs			(21.5)
Long-term debt, net			$	3,054.4

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	Annual Interest Rate	Maturity Date	March 31, 2024		Fair Value (Level 2)
2025 Notes	3.55%	April 14, 2025	$	600.0	$	588.9
2026 Notes	5.00%	March 28, 2026	550.0		547.6
2027 Notes	3.70%	April 14, 2027	600.0		576.5
2028 Notes	4.95%	March 28, 2028	800.0		797.8
2032 Notes	4.00%	April 14, 2032	500.0		462.9
2026 Convertible Notes	0.00%	December 15, 2026	25.9		25.9
Total			$	3,075.9	$	2,999.6
Unamortized discount and issuance costs			(17.6)
Long-term debt, net			$	3,058.3

The components of Short-term debt, net on our Condensed Consolidated Balance Sheet were as follows:


	Annual Interest Rate	Maturity Date	June 30, 2024		Fair Value (Level 2)
2025 Notes	3.55%	April 14, 2025	$	600.0	$	590.5
Total			$	600.0	$	590.5
Unamortized discount and issuance costs			(1.1)
Short-term debt, net			$	598.9


	Annual Interest Rate	Maturity Date	March 31, 2024		Fair Value (Level 2)
2024 Convertible Notes	0.25%	June 1, 2024	$	24.6	$	24.6
Total			$	24.6	$	24.6
Unamortized discount and issuance costs			—
Short-term debt, net			$	24.6

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The interest expense as it relates to our debt is recorded within Interest and other, net in our Condensed Consolidated Statements of Operations for the three months ended June 30, 2024, and 2023, respectively, and was as follows:


	Three Months Ended June 30,
	2024		2023
2024 Notes	$	—	$	6.5
2025 Notes	5.3		5.3
2026 Notes	6.9		5.3
2027 Notes	5.6		5.6
2028 Notes	9.9		5.3
2029 Notes	0.8		—
2032 Notes	5.0		5.0
2034 Notes	0.8		—
Term Loan	—		1.5
Total	$	34.3	$	34.5

The following table outlines the aggregate amount of maturities of our borrowings, as of June 30, 2024:


Fiscal Year Ending March 31,	Maturities
2025 (remaining)	$	—
2026	1,150.0
2027	29.4
2028	1,400.0
2029	—
Thereafter	1,100.0
Total	3,679.4
Fair value adjustments	(3.5)
Total face value	$	3,675.9

Senior Notes

On June 12, 2024, we completed our offering and sale of $600.0 aggregate principal amount of our senior notes, consisting of $300.0 principal amount of our 5.400% Senior Notes due 2029 (the "2029 Notes") and $300.0 principal amount of our 5.600% Senior Notes due 2034 (the "2034 Notes"). The 2029 Notes and 2034 Notes (the “New Notes”) were issued as additional notes under the existing Indenture. Debt issuance costs of $5.4 and original issuance discount of $1.1 were incurred in connection with the 2029 and 2034 Senior Notes. These debt issuance costs and original issuance discount are included as a reduction of the debt within Long-term debt, net on our Condensed Consolidated Balance Sheet and will be amortized into Interest and other, net in our Condensed Consolidated Statements of Operations over the contractual term of the Senior Notes.

On April 14, 2023, we completed our offering and sale of $1,000.0 aggregate principal amount of our senior notes, consisting of $500.0 principal amount of our 5.000% Senior Notes due 2026 (the "2026 Notes") and $500.0 principal amount of our 4.950% Senior Notes due 2028 (the "2028 Notes"). On January 8, 2024, we completed our add-on offering and sale of $350.0 aggregate principal amount of our senior notes, consisting of $50.0 principal amount of additional 2026 Notes and $300.0 principal amount of additional 2028 Notes (the "Add-On Offering Notes").

On April 14, 2022, we completed our offering and sale of $2,700.0 aggregate principal amount of our senior notes, consisting of $1,000.0 principal amount of our 3.300% Senior Notes due 2024 (the “2024 Notes”), $600.0 principal amount of our 3.550% Senior Notes due 2025 (the “2025 Notes”), $600.0 principal amount of our 3.700% Senior Notes due 2027 (the “2027 Notes”), and $500.0 principal amount of our 4.000% Senior Notes due 2032 (the “2032 Notes” and together with the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes, 2029 Notes, and 2034 Notes, the "Senior Notes").

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The Senior Notes were issued under an indenture, dated as of April 14, 2022 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) and (i) a first supplemental indenture, with respect to the 2024 Notes, (ii) a second supplemental indenture, with respect to the 2025 Notes, (iii) a third supplemental indenture, with respect to the 2027 Notes, (iv) a fourth supplemental indenture, with respect to the 2032 Notes, (v) a fifth supplemental indenture, with respect to the 2026 Notes, (vi) a sixth supplemental indenture, with respect to the 2028 Notes, (vii) a seventh supplemental indenture, with respect to the 2029 Notes, and (viii) an eighth supplemental indenture, with respect to the 2034 Notes (collectively, the “Supplemental Indentures” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

The Senior Notes are the Company’s senior unsecured obligations and rank equally with all of our other existing and future unsubordinated obligations. We will pay interest on the 2026 Notes and 2028 Notes semi-annually on March 28 and September 28 of each year, commencing September 28, 2023. We will pay interest on each of the 2025 Notes, 2027 Notes, and 2032 Notes semi-annually on April 14 and October 14 of each year, commencing October 14, 2022. We will pay interest on each of the 2029 Notes and 2034 Notes semi-annually on June 12 and December 12 of each year, commencing on December 12, 2024. During the three months ended June 30, 2024, we made interest payments of $31.8. The proceeds from the issuances of the Senior Notes in April 2022 were used to finance a portion of our acquisition of Zynga, and the proceeds from the subsequent issuance of Senior Notes were used, or are expected to be used, to repay certain of our debt or for general corporate purposes.

The Senior Notes are not entitled to any sinking fund payments. We may redeem each series of the Senior Notes at any time in whole or from time to time in part at the applicable redemption prices set forth in each Supplemental Indenture. Upon the occurrence of a Change of Control Repurchase Event (as defined in each of the Supplemental Indentures) with respect to a series of the Senior Notes, each holder of the Senior Notes of such series will have the right to require the Company to purchase that holder’s Notes of such series at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, unless the Company has exercised its option to redeem all the Senior Notes.

In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Senior Notes will become due and payable immediately. If any other event of default specified in the Indenture occurs and is continuing with respect to any series of the Senior Notes, the Trustee or the holders of at least 25% in aggregate principal amount of that series of the outstanding Notes may declare the principal of such series of Senior Notes immediately due and payable.

The Indenture contains certain limitations on the ability of the Company and its subsidiaries to grant liens without equally securing the Senior Notes, or to enter into certain sale and lease-back transactions. These covenants are subject to a number of important exceptions and limitations, as further provided in the Indenture.

During the three months ended June 30, 2024 and 2023, we recognized $1.4 and $1.8, respectively, of amortization of debt issuance costs and $0.1 and $0.2, respectively, of amortization of the original issuance discount.

On June 5, 2023, pursuant to a tender offer, we purchased and retired $650.0 in aggregate principal amount of our 2024 Notes, with proceeds received from the 2026 Notes and 2028 Notes. We repaid the remaining principal amount of $350.0 on its maturity date on March 28, 2024, with proceeds received from the Add-On Offering Notes. During the three months ended June 30, 2023, we recognized a debt extinguishment gain of approximately $7.0, net of unamortized debt discount and debt issuance costs recorded within Interest and other, net in our Condensed Consolidated Statement of Operations.

Credit Agreement

On May 23, 2022, we entered into a new unsecured credit agreement (as amended, the "2022 Credit Agreement"), which replaced in its entirety the Company's prior credit agreement, dated as of February 8, 2019, which was paid off in full and terminated. The 2022 Credit Agreement provided for an unsecured five-year revolving credit facility with commitments of $500.0, including sublimits for (i) the issuance of letters of credit in an aggregate face amount of up to $100.0 and (ii) borrowings and letters of credit denominated in Pounds Sterling, Euros, and Canadian Dollars in an aggregate principal amount of up to $100.0. In addition, the 2022 Credit Agreement contained uncommitted incremental capacity permitting the incurrence of up to an additional amount not to exceed the greater of $250.0 and 35.0% of the Company's Consolidated Adjusted EBITDA (as defined in the 2022 Credit Agreement). On May 16, 2024, we increased the total commitments under the facility to $750.0 pursuant to the 2022 Credit Agreement's incremental provisions, leaving no further uncommitted incremental capacity.

Loans under the 2022 Credit Agreement will bear interest at a rate of (a) 0.000% to 0.625% above an alternate base rate (8.50% at June 30, 2024) or (b) 1.000% to 1.625% above Secured Overnight Financing Rate ("SOFR"), approximately 5.33% at June 30, 2024, which rates are determined by the Company's credit rating.

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The 2022 Credit Agreement also includes, among other terms and conditions, a maximum leverage ratio covenant, as well as customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, and dispose of all or substantially all assets, in each case subject to certain exceptions and baskets. In addition, the 2022 Credit Agreement provides for events of default customary for a credit facility of this size and type, including, among others, non-payment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, cross-defaults to material indebtedness, and material judgment defaults (subject to certain limitations and cure periods). On June 6, 2024, we amended the 2022 Credit Agreement in order to increase the maximum leverage ratio thresholds applicable to our financial covenant, which is measured on a quarterly basis.

Upon execution of the 2022 Credit Agreement, we incurred $3.5 of debt issuance costs that were capitalized within Other assets on our Condensed Consolidated Balance Sheet and will be amortized on a straight-line basis over the five-year term of the 2022 Credit Agreement, with the expense recorded within Interest and other, net in our Condensed Consolidated Statements of Operations. During the three months ended June 30, 2024, and 2023, we amortized $0.2 and $0.2, respectively, of these debt issuance costs.

As of June 30, 2024, there were no borrowings under the 2022 Credit Agreement, and we had approximately $747.8 available for additional borrowings.

Information related to availability on our 2022 Credit Agreement for each period was as follows:


	June 30, 2024		March 31, 2024
Available borrowings	$	747.8	$	497.7
Outstanding letters of credit	2.2		2.3

Term Loan

On June 22, 2022, we entered into an unsecured 364-Day Term Loan Credit Agreement ("Term Loan"). The Term Loan provided for an unsecured 364-day term loan credit facility in the aggregate principal amount of $350.0, maturing on June 21, 2023. We fully drew down on the Term Loan on June 22, 2022 at approximately 3.60%. The proceeds were used to finance a portion of the repurchase of the Convertible Notes (see below). A portion of the proceeds from the April 14, 2023 issuance of the 2026 Notes and 2028 Notes were used to fully repay the Term Loan on April 27, 2023.

Convertible Notes

In conjunction with the acquisition of Zynga on May 23, 2022, we entered into (a) the First Supplemental Indenture (the “2024 Supplemental Indenture”) to the Indenture, dated as of June 14, 2019 (the “2024 Indenture”), between Zynga and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association) (the “Convertible Notes Trustee”), relating to Zynga’s 0.25% Convertible Senior Notes due 2024 (the “2024 Convertible Notes”), and (b) the First Supplemental Indenture (the “2026 Supplemental Indenture” and, together with the 2024 Supplemental Indenture, the “Supplemental Indentures”) to the Indenture, dated as of December 17, 2020 (the “2026 Indenture” and, together with the 2024 Indenture, the “Indentures”), between Zynga and the Convertible Notes Trustee, relating to Zynga’s 0.00% Convertible Senior Notes due 2026 (the “2026 Convertible Notes” and, together with the 2024 Convertible Notes, the “Convertible Notes”). As of the closing date of the acquisition, approximately $690.0 aggregate principal amount of the 2024 Convertible Notes was outstanding and approximately $874.5 aggregate principal amount of the 2026 Convertible Notes was outstanding.

Following the acquisition and according to the Supplemental Indentures, we assumed all of Zynga’s rights and obligations under the Indentures, and the Company guaranteed the payment and other obligations of Zynga under the Convertible Notes. As a result of our acquisition of Zynga, the right to convert each one thousand dollar principal amount of such Convertible Notes into shares of Zynga common stock was changed into a right to convert such principal amount of such Convertible Notes into the number of units of Reference Property equal to the conversion rate in effect immediately prior to the closing, in each case pursuant to the terms and procedures set forth in the applicable Indenture. A unit of Reference Property is defined in each Indenture as 0.0406 shares of Take-Two common stock and $3.50 in cash, without interest, plus cash in lieu of any fractional shares of Take-Two common stock.

The acquisition of Zynga constituted a Fundamental Change, a Make-Whole Fundamental Change, and a Share Exchange Event (each as defined in the Indentures) under the Indentures. The effective date of the Fundamental Change, Make-Whole Fundamental Change and Share Exchange Event in respect of the Convertible Notes was May 23, 2022, and the related tender and conversion periods expired on June 22, 2022. As a result, each holder of Convertible Notes had the right to tender its Convertible Notes to the Company for cash or surrender its Convertible Notes for conversion into the Reference Property at the applicable conversion rate, in each case pursuant to the terms and procedures set forth in the applicable Indenture.

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As of the expiration of the Fundamental Change, Make-Whole Fundamental Change, and Share Exchange Event, (a) $0.3 aggregate principal amount of the 2024 Convertible Notes and (b) $845.1 aggregate principal amount of the 2026 Convertible Notes were tendered for cash. In addition, (a) $668.3 aggregate principal amount of the 2024 Convertible Notes, and (b) no 2026 Convertible Notes were surrendered for conversion into the applicable Reference Property. In total, we paid $321.6 for the tendered or converted 2024 Convertible Notes, including interest, and $845.1 for the tendered 2026 Convertible Notes in cash, and we issued 3.7 shares of our common stock upon the conversion of the 2024 Convertible Notes. After settlement of all Convertible Notes tendered or surrendered for conversion, $21.4 aggregate principal amount of the 2024 Convertible Notes remained outstanding and $29.4 aggregate principal amount of the 2026 Convertible Notes remained outstanding.

The 2024 Convertible Notes and 2026 Convertible Notes constitute senior unsecured indebtedness of Zynga, ranking pari passu with all of our other existing and future senior unsecured unsubordinated obligations of Zynga. As a result, the 2024 Convertible Notes and 2026 Convertible Notes are structurally senior to the indebtedness of the Company as to Zynga, its subsidiaries, and their respective assets. As noted above, the Company also guaranteed the payment and other obligations of Zynga under the Convertible Notes. The Company's guarantees of the 2024 Convertible Notes and 2026 Convertible Notes are the Company's senior unsecured obligations and rank equally with all of the Company's other existing and future senior unsecured unsubordinated obligations.

Under the terms of the applicable Indentures, prior to the close of business on the business day immediately preceding September 15, 2026 with respect to the 2026 Convertible Notes, the Convertible Notes will be convertible only under the following circumstances:

• during any calendar quarter, if the value of a unit of Reference Property (based on the last reported sales price of our common stock), for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the applicable series of the 2026 Convertible Notes, on each applicable trading day;

• during the five business-day period after any five consecutive trading-day period in which the trading price per one thousand dollar principal amount of each applicable series of the 2026 Convertible Notes for such trading day was less than 98% of the product of the value of a unit of Reference Property (based on the last reported sale price of our common stock) and the conversion rate of the applicable series of the 2026 Convertible Notes, on each such trading day;

• if we call the 2026 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the respective redemption date; or

• upon the occurrence of specified corporate events described in the respective Indentures.

Upon any conversion, holders will receive either cash or a combination of cash and shares of Take-Two common stock, at our election. As of June 30, 2024, the conditions allowing holders of the 2026 Convertible Notes to convert their series of the Convertible Notes have not been met, and, therefore, they are not yet convertible.

We have elected to account for these Convertible Notes, which are considered derivatives, using the fair value option (Level 2) under ASC 825, as the Convertible Notes were initially recognized at fair value under the acquisition method of accounting in connection with the Zynga Acquisition and we do not expect significant fluctuations in fair value through maturity. We initially recorded $778.6 as the acquisition date fair value for the 2024 Convertible Notes and $874.5 for the 2026 Convertible Notes. The fair value was determined as the expected cash payment and value of shares to be issued to settle the Convertible Notes.

The 2024 Convertible Notes matured on June 1, 2024. During the three months ended June 30, 2024, we paid $8.3 for converted 2024 Convertible Notes, including interest, and we issued 0.1 shares of our common stock upon conversion of the 2024 Convertible Notes.

The 2026 Convertible Notes mature on December 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with their terms, prior to the maturity date. The 2026 Convertible Notes do not bear regular interest, and the principal amount does not accrete. An aggregate principal amount of $29.4 of the 2026 Convertible Notes remained outstanding at June 30, 2024. We recorded $25.9 as the fair value of the remaining outstanding 2026 Convertible Notes, within Long-term debt, net, in our Condensed Consolidated Balance Sheet as of June 30, 2024. During the three months ended June 30, 2024 and 2023, we recognized a gain of $0.4 and a loss of $1.5, respectively, within (Loss) gain on fair value adjustments, net in our Condensed Consolidated Statements of Operations.

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10. LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share:


	Three Months Ended June 30,
	2024		2023
Computation of Basic and diluted loss per share:
Net loss	$	(262.0)	$	(206.0)
Weighted average shares outstanding—basic	172.3		169.4
Basic and diluted loss per share	$	(1.52)	$	(1.22)

We incurred a net loss for the three months ended June 30, 2024 and 2023; therefore, the diluted weighted average shares outstanding excludes the effect of unvested common stock equivalents because their effect would be antidilutive. For the three months ended June 30, 2024, we had 2.2 potentially dilutive shares from share-based awards and 0.1 of shares from Convertible Notes that are excluded due to the net loss for the period.

During the three months ended June 30, 2024, 1.2 restricted stock awards vested, we granted 1.9 unvested restricted stock awards, and 0.2 unvested restricted stock awards were forfeited.

11. COMMITMENTS AND CONTINGENCIES

We have entered into various agreements in the ordinary course of business that require substantial cash commitments over the next several years. Other than agreements entered into in the ordinary course of business and in addition to the agreements requiring known cash commitments as reported in Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, we did not have any significant changes to our commitments since March 31, 2024.

Legal and Other Proceedings

We are, or may become, subject to demands and claims (including intellectual property and employment related claims) and are involved in routine litigation in the ordinary course of business which we do not believe to be material to our business or financial condition or results of operations. We have appropriately accrued amounts related to certain of these claims and legal and other proceedings. While it is reasonably possible that a loss may be incurred in excess of the amounts accrued in our financial statements, we believe that such losses, unless otherwise disclosed, would not be material.

12. INCOME TAXES

The provision for income taxes for the three months ended June 30, 2024 is based on our projected annual effective tax rate for fiscal year 2025, adjusted for specific items that are required to be recognized in the period in which they are incurred. The provision for income taxes was $49.8 for the three months ended June 30, 2024, as compared to the benefit from income taxes of $22.9 for the prior year period.

When compared to the statutory rate of 21%, the effective tax rate of (23.5)% for the three months ended June 30, 2024 was due primarily to tax expense of $96.8 related to an increase in valuation allowance, tax expense of $8.2 related to geographic mix of earnings offset by benefits of $17.7 from tax credits.

The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) includes a new corporate alternative minimum tax (CAMT) of 15% on the adjusted financial statement income (AFSI) of corporations with an average AFSI exceeding $1.0 billion over a consecutive three-year period. The CAMT is effective for taxable year ending March 31, 2024. It is possible that the CAMT could result in an additional tax liability over the regular federal corporate tax liability in a particular year based on differences between book and taxable income. We estimate no tax liability relating to CAMT for the current fiscal year. We will continue to evaluate the potential impact the Inflation Reduction Act may have on our operations and Consolidated Financial Statements in future periods.

The Organization for Economic Co-operation and Development ("OECD") has proposed a global minimum tax of 15% of reported profits, referred to as Pillar Two. Many countries have already implemented or are taking steps to implement Pillar Two. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar Two slightly differently that the model rules and on different timelines. Many aspects of Pillar Two are effective for the fiscal year ending March 31, 2025. Pillar Two could result in additional tax liability over the regular corporate tax liability in a particular jurisdiction to the extent tax expense is less than 15% minimum rate. The impact of Pillar Two was not material to the tax

provision for the three months ended June 30, 2024. We will continue to evaluate the impact Pillar Two may have on our operations.

We are regularly examined by domestic and foreign taxing authorities. Examinations may result in tax assessments in excess of amounts claimed and the payment of additional taxes. We believe our tax positions comply with applicable tax law, and that we have adequately provided for reasonably foreseeable tax assessments. It is possible that settlement of audits or the expiration of the statute of limitations may have an impact on our effective tax rate in future periods.

13. ACQUISITIONS

On June 11, 2024, we completed the purchase of 100% of the issued and outstanding capital stock of The Gearbox Entertainment Company, Inc. ("Gearbox"), from Embracer Group AB, for an initial consideration of 2.8 shares of our common stock.

We acquired Gearbox, a leading developer of console and PC games, as part of our ongoing strategy to strengthen our industry-leading creative talent and portfolio of owned intellectual property. The combination enhances the financial profile of our existing projects with Gearbox and unlocks the opportunities to drive increased long-term growth.

The acquisition-date fair value of the consideration totaled $440.7, which consisted of the following:


	Fair value of purchase consideration
Common stock (2.8 shares)	$	454.3
Deferred payment	1.0
Settlement of pre-existing relationship	(14.6)
Total	$	440.7

We used the acquisition method of accounting and recognized assets and liabilities at their fair value as of the date of acquisition, with the excess recorded to goodwill. As we finalize our estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months from the acquisition date). The initial accounting is incomplete as of June 30, 2024 for the acquired assets and assumed liabilities. Additional intangible assets may be recognized as the valuation is complete. The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Gearbox:


	Fair Value		Weighted average useful life
Cash acquired	$	9.6	N/A
Other tangible assets	152.4		N/A
Other liabilities assumed	(129.6)		N/A
Intangible Assets
Developed game technology	84.1		4
Games in development	34.9		N/A
Branding and trade names	4.1		5
Goodwill	285.2		N/A
Total	$	440.7

Goodwill, which is not deductible for tax purposes, is primarily attributable to the assembled workforce of the acquired business and expected synergies at the time of the acquisition.

The amounts of revenue and earnings of Gearbox included in our Condensed Consolidated Statements of Operations from the acquisition date are as follows:


	Three Months Ended June 30, 2024
Net revenue	$	1.6
Net loss	(4.5)

Supplemental pro-forma financial information has not been provided as the historical results of Gearbox were not material to us.

Transaction costs of $6.0 for the three months ended June 30, 2024 have been recorded within General and administrative expense in our Condensed Consolidated Statements of Operation.

14. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The change in our goodwill balance is as follows:


	Total
Balance at March 31, 2024	$	4,426.4

Gearbox Acquisition	285.2
Currency translation adjustment	(4.8)
Balance at June 30, 2024	$	4,706.8

Intangibles

The following table sets forth the intangible assets that are subject to amortization:


	June 30, 2024						March 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value		Weighted average useful life
Developed Game Technology	$	3,792.8	$	(1,444.2)	$	2,348.6	$	3,788.8	$	(1,301.4)	$	2,487.4	7 years
Branding and Trade Names	399.1		(77.3)		321.8		395.1		(68.5)		326.6		12 years
Game Engine Technology	321.8		(165.4)		156.4		322.5		(147.3)		175.2		4 years
User Base	319.2		(319.2)		—		319.2		(319.2)		—		0 years
Intellectual Property	146.4		(25.5)		120.9		27.5		(23.1)		4.4		5 years
Developer Relationships	57.0		(30.0)		27.0		57.0		(26.5)		30.5		5 years
Advertising Technology	43.0		(30.2)		12.8		43.0		(26.6)		16.4		3 years
Customer relationships	31.0		(13.1)		17.9		31.0		(11.5)		19.5		5 years
Analytics Technology	29.7		(29.7)		—		30.1		(30.1)		—		0 years
In Place Lease	2.0		(1.5)		0.5		2.0		(1.4)		0.6		4 years
Total intangible assets	$	5,142.0	$	(2,136.1)	$	3,005.9