SouthPeak Interactive Corporation (OTC Bulletin Board: SOPK) today
announced financial results for the fiscal 2011 first quarter ended
September 30, 2010.
Melanie Mroz, CEO of SouthPeak said, "Our sales for the period were
largely impacted by our ongoing legal proceedings with Nobilis which
caused us not to release any new titles for the quarter or remanufacture
our catalogue of titles under this contract. I’m pleased to report that
in October we received a summary judgment granting us the right to
resume production of My Baby™ First Steps and reinstate the
contract with Nobilis, which includes the rights for My Baby
sequels, catalogue titles and 14 additional games. We have since resumed
manufacturing titles under this contract in order to address the
remainder of the holiday selling season. We are hopeful that the summary
judgment will be upheld at the final ruling scheduled for December 2.
"We simultaneously remain focused on advancing our complementary growth
opportunities, continuing to control costs and releasing a prudent
selection of titles for the holiday season. For the first quarter, we
posted an EBITDA profit and maintained exceptionally low expenses as our
revenues for the quarter reflect select catalogue title sales only. The
bulk of our marketing costs for the period were associated with costs
for promoting our sequel titles for Two Worlds II and preliminary
public relations activities for StrongHold 3. Given the success
of earlier installments of both games we expect these releases to gain
even more robust market penetration.
"We have now shipped our first title for the next generation PlayStation
Move platform, Get Fit with Mel B, which we expect to be a top
contributor to our future sales. Our digital strategy and entering other
existing high growth markets where we can gain immediate traction remain
a core focus for propelling our growth in fiscal 2011. We are
particularly excited about our strategic partnership with NVIDIA to
bring games to their new phones and tablets. NVIDIA’s new Droid platform
technology is a significant step forward in our strategy to broaden our
digital offerings. Also in November, we announced the release of our
title Tap and Teach: The Story of Noah’s Ark. This marks our
first title to address the interactive educational gaming sector,
another area where we believe we can grow our business with new games
that complement and expand our extensive portfolio,” Ms. Mroz concluded.
Fiscal 2011 First Quarter Financial and Business Highlights
-
Net revenues of $1.4 million, compared with $16.7 million in the first
quarter of fiscal 2010.
-
Gross profit of $0.6 million, compared with $8.0 million in the first
quarter of fiscal 2010.
-
Total operating expenses decreased by 67% to $2.3 million, compared
with $7.1 million in the first quarter of fiscal 2010.
-
Net loss attributable to common shareholders of ($1.2) million, or
($0.02) per share, compared with a net income of $0.7 million, or
$0.01 per diluted share, in the first quarter of fiscal 2010.
-
EBITDA1 profit $24,000, compared with an EBITDA profit of
$1.2 million in the first quarter of fiscal 2010
-
Secured $7.5 million in capital through the issuance of senior
convertible notes and warrants.
-
Strengthened cash position by entering into a factoring agreement with
Rosenthal & Rosenthal, Inc. for up to $10.0 million and a master
purchase order assignment agreement with Wells Fargo Bank, National
Association for up to $2.0 million.
-
In conjunction with Deep Silver, completed first exclusive publishing
agreement (in North America) in September for Playstation®Move game Get
Fit with Mel B.
-
Resolved all litigation disputes with CDV Software Entertainment A.G.
-
Partnered with Japanese video game publisher Intergrow Inc. to publish
award-winning developer Renegade Kid’s survival horror title Dementium
II on Nintendo DS™ in Japan
Terry Phillips, Chairman of SouthPeak, added, "We are gaining excellent
momentum with our newest titles, which we expect to be reflected in our
second quarter financial performance. Get Fit with Mel B is one
of the highest rated fitness games of all time with multiple review
scores of 90% and above. We are also achieving extremely positive
previews and journalist reception for nail’d, which we also
expect to be among our success stories for the holiday season.
Additionally, our highly anticipated sequel releases, Two Worlds II
and Stronghold 3, are on track for release this coming January
and Spring, respectively.
"Our focus remains on expanding our business and operational
improvement. As we continue to execute on our strategic initiatives
targeting high growth opportunities, particularly in digital and
interactive education markets, we are on track to meet our growth
objectives for the year,” Mr. Phillips concluded.
Fiscal 2011 First Quarter Financial Summary
For the first quarter of fiscal 2011 ended September 30, 2010, SouthPeak
reported net revenues of $1.4 million, compared with $16.7 million for
first quarter of fiscal 2010 ended September 30, 2009. The decrease in
revenues was primarily due to a decrease in the number of titles
released for next generation platforms and fewer units sold for next
generation platforms Xbox 360 and PS3, which sell at a higher MSRP
compared with Nintendo DS and Wii.
For the first quarter of fiscal 2011, gross profit decreased to $0.6
million, or 45% of revenues, from $8.0 million, or 48% of revenues, for
the same period in fiscal 2010. The decrease in gross profit is
attributable to the decrease in new release titles compared with the
prior fiscal year period.
Total operating expenses for the first quarter of fiscal 2011 decreased
by 67% to $2.3 million, compared with $7.1 million for the first quarter
of fiscal 2010. The significant improvement in operating expense was due
a reduction in sales and marketing expenses by 75% to $0.9 million and a
38% reduction in general and administrative expenses to $1.9 million,
both compared with the first quarter of fiscal 2010. These decreases
were the result of SouthPeak’s cost control measures and fewer release
titles. For the three months ended September 31, 2010, SouthPeak also
benefited from a gain on settlement of trade payables of $0.6 million
based on renegotiations and agreements of long-term, high value
distribution contracts and service agreements.
Net loss attributable to common shareholders was ($1.2) million, or
($0.02) per share based on 57.0 million weighted average shares
outstanding, compared with a net income of $0.7 million, or $0.02 per
share based on 44.8 million weighted average shares outstanding, in the
first quarter of fiscal 2010.
EBITDA profit for the first quarter of fiscal 2011 was $24,000, compared
with EBITDA profit of $1.2 million in the first quarter of fiscal 2010.
SouthPeak’s financial results for the period ended September 30, 2010
were prepared on a going concern basis. SouthPeak has taken steps to
maintain its viability as a going concern and improve its prospects by
attempting to expeditiously resolve its contingencies for amounts
significantly less than currently accrued for in order to reduce
aggregate liabilities on the Company’s condensed consolidated balance
sheet and on payment terms manageable by the Company, reducing costs and
expenses, increasing the amount of its factoring facility and raising
additional capital. SouthPeak has also invested in key new titles from
which the anticipated profits should help improve its financial
prospects.
While the Company is committed to pursuing options to continue to
address its viability as a going concern, there can be no assurance that
the Company’s efforts will prove successful.
Conference Call
SouthPeak will hold an investment community conference call to discuss
its financial results for the period, its latest game sales and
prospects today, Monday, November 15, 2010, at 5:00 p.m. Eastern time.
To participate in the conference call, please dial (877) 407-8033 in the
United States, or (201) 689-8033 internationally. Investors may also
access a live audio webcast of the conference call on the events page of
the Company’s investor relations website at http://investor.southpeakgames.com/southpeakgames/events.asp.
A replay of the webcast will be available approximately two hours after
the conclusion of the live call and will remain available for one year
following the live event. An audio replay will be available beginning
approximately one hour after the conclusion of the call and will be made
available until November 29, 2010. The audio replay can be accessed by
dialing (877) 660-6853 in the United States, or (201) 612-7415
internationally. When prompted, enter account number: 286 followed by
access ID number: 360634.
Use of Non-GAAP Financial Information
To supplement SouthPeak's consolidated condensed financial statements
presented on a GAAP basis, SouthPeak also presents the non-GAAP measure
of EBITDA in this press release.
The Company's management believes this non-GAAP measure provides
investors, potential investors, securities analysts and others with
useful information to evaluate the performance of the business, as it
excludes costs that management believes are not indicative of the
ongoing operating results of the business. In addition, EBITDA is also
used by management to evaluate the operating performance of the Company.
The presentation of this additional information is not meant to be
considered in isolation or as a substitute for income as determined in
accordance with GAAP.
The Company uses the non-GAAP measure of EBITDA as an indication of the
Company's operating trends. SouthPeak defines EBITDA as earnings before
interest, taxes, depreciation and amortization and amortization of
intellectual property.
|
|
|
For the three months ended
September 30,
|
|
|
|
2010
|
|
2009
|
|
Net Income
|
|
$(1,200,934)
|
|
686,981
|
|
Depreciation and Amortization
|
|
65,111
|
|
64,877
|
|
Income Taxes (in G&A expense)
|
|
-
|
|
-
|
|
Interest
|
|
1,064,096
|
|
299,316
|
|
Amortize Intellectual Property
|
|
95,893
|
|
119,964
|
|
EBITDA
|
|
$24,166
|
|
$1,171,138
|
About SouthPeak Interactive Corporation
SouthPeak Interactive Corporation develops and publishes interactive
entertainment software for all current hardware platforms including:
PlayStation®3 computer entertainment system, PSP® (PlayStation®Portable)
system, PlayStation®2 computer entertainment system, PSP®go system, Xbox
360® videogame and entertainment system, Wii™, Nintendo DS™, Nintendo
DSi™ and PC. SouthPeak’s games cover all major genres including
action/adventure, role playing, racing, puzzle strategy, fighting and
combat. SouthPeak’s products are sold in retail outlets in North
America, Europe, Australia and Asia. SouthPeak is headquartered in
Midlothian, Virginia, and has offices in Grapevine, Texas and Leicester,
England.
SouthPeak’s extensive portfolio of over 60 interactive entertainment
games spans a variety of platforms and genres including RPG, simulation,
FPS, sports, strategy, puzzle and fighting.
For additional information, please visit SouthPeak’s corporate website: www.southpeakgames.com.
If you would like to be added to SouthPeak’s email list to receive news
directly, please send your request to southpeak@tpg-ir.com.
Forward-Looking Statements
This release contains "forward-looking” statements that are made
pursuant to the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. These are statements that are predictive
in nature, that depend upon or refer to future events or conditions, or
that include words such as "may,” "will,” "expects,” "projects,”
"anticipates,” "estimates,” "believes,” "intends,” "plans,” "should,”
"seeks,” and similar expressions. This press release contains
forward-looking statements relating to, among other things, SouthPeak’s
expectations and assumptions concerning future financial performance.
Forward-looking statements involve known and unknown risks and
uncertainties that may cause actual future results to differ materially
from those projected or contemplated in the forward-looking statements.
Forward-looking statements may be significantly impacted by certain
risks and uncertainties described in SouthPeak’s filings with the
Securities and Exchange Commission.
The risks and uncertainties referred to above include, but are not
limited to, risks associated with SouthPeak’s potential inability to
compete with larger businesses in its industry, the limitations of
SouthPeak’s business model, SouthPeak’s potential inability to
anticipate and adapt to changing technology, the possibility that
SouthPeak may not be able to enter into publishing arrangements with
some developers, SouthPeak’s dependence on vendors to meet its
commitments to suppliers, SouthPeak’s dependence on hardware
manufactures to publish new videogames, SouthPeak’s potential inability
to recuperate the up-front license fees paid to console manufacturers,
SouthPeak’s dependence on a limited number of customers, SouthPeak’s
potential dependence on the success of a few videogames, SouthPeak’s
dependence on developers to deliver their videogames on time, the
potential of litigation, interference with SouthPeak’s business from the
adoption of governmental regulations; and the inability to obtain
additional financing to grow its business.
1 EBITDA is a non-GAAP measurement that the Company uses as a
metric to provide information about SouthPeak’s operating trends.
SouthPeak defines EBITDA as earnings before interest, taxes and
depreciation and amortization. Please see the section below entitled
"Use of Non-GAAP Financial Information” and the related tables
reconciling GAAP measures to non-GAAP measures.
|
SOUTHPEAK INTERACTIVE CORPORATION AND SUBSIDIARIES
|
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010
|
|
|
June 30, 2010
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
449,926
|
|
|
$
|
92,893
|
|
|
Accounts receivable, net of allowances of $885,516 and $5,700,931
and at September 30, 2010 and June 30, 2010, respectively
|
|
|
759,693
|
|
|
|
3,703,825
|
|
|
Inventories
|
|
|
1,451,590
|
|
|
|
1,211,301
|
|
|
Current portion of advances on royalties
|
|
|
12,891,370
|
|
|
|
12,322,926
|
|
|
Current portion of intellectual property licenses
|
|
|
383,571
|
|
|
|
383,571
|
|
|
Related party receivables
|
|
|
61,509
|
|
|
|
34,509
|
|
|
Prepaid expenses and other current assets
|
|
|
693,210
|
|
|
|
695,955
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
16,690,869
|
|
|
|
18,444,980
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
2,623,114
|
|
|
|
2,667,992
|
|
|
Advances on royalties, net of current portion
|
|
|
1,538,144
|
|
|
|
1,511,419
|
|
|
Intellectual property licenses, net of current portion
|
|
|
1,438,393
|
|
|
|
1,534,286
|
|
|
Goodwill
|
|
|
7,911,800
|
|
|
|
7,911,800
|
|
|
Deferred debt issuance costs, net
|
|
|
667,867
|
|
|
|
-
|
|
|
Intangible assets, net
|
|
|
13,692
|
|
|
|
17,025
|
|
|
Other assets
|
|
|
11,117
|
|
|
|
11,280
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
30,894,996
|
|
|
$
|
32,098,782
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Line of credit
|
|
$
|
-
|
|
|
$
|
3,830,055
|
|
|
Due to factor
|
|
|
1,940,268
|
|
|
|
-
|
|
|
Current portion of secured convertible debt
|
|
|
2,000,000
|
|
|
|
950,000
|
|
|
Current portion of long-term debt
|
|
|
66,385
|
|
|
|
65,450
|
|
|
Production advance payable in default
|
|
|
3,755,104
|
|
|
|
3,755,104
|
|
|
Accounts payable
|
|
|
10,585,161
|
|
|
|
12,663,788
|
|
|
Accrued royalties
|
|
|
1,786,608
|
|
|
|
2,530,253
|
|
|
Accrued expenses and other current liabilities
|
|
|
4,258,571
|
|
|
|
3,781,711
|
|
|
Deferred revenues
|
|
|
30,000
|
|
|
|
325,301
|
|
|
Due to related parties
|
|
|
25
|
|
|
|
2,200
|
|
|
Accrued expenses - related parties
|
|
|
113,249
|
|
|
|
322,281
|
|
|
Total current liabilities
|
|
|
24,535,371
|
|
|
|
28,226,143
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured convertible debt, net of discount
|
|
|
1,522,815
|
|
|
|
-
|
|
|
Long-term debt, net of current portion
|
|
|
1,524,354
|
|
|
|
1,541,081
|
|
|
Warrant liability
|
|
|
2,807,425
|
|
|
|
-
|
|
|
Total liabilities
|
|
|
30,389,965
|
|
|
|
29,767,224
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no
shares issued and outstanding at September 30, 2010 and June 30, 2010
|
|
|
-
|
|
|
|
-
|
|
|
Series A convertible preferred stock, $0.0001 par value;
15,000,000 shares authorized; 5,503,833 and 5,503,833 shares
issued and outstanding at September 30, 2010 and June 30, 2010,
respectively; aggregate liquidation preference of $5,503,833 at
September 30, 2010
|
|
|
550
|
|
|
|
550
|
|
|
Common stock, $0.0001 par value; 90,000,000 shares authorized;
59,846,537 and 59,774,370 shares issued and outstanding at September
30, 2010 and June 30, 2010, respectively
|
|
|
5,984
|
|
|
|
5,976
|
|
|
Additional paid-in capital
|
|
|
30,804,612
|
|
|
|
31,154,835
|
|
|
Accumulated deficit
|
|
|
(30,174,259
|
)
|
|
|
(28,973,325
|
)
|
|
Accumulated other comprehensive (loss) income
|
|
|
(131,856
|
)
|
|
|
143,522
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
505,031
|
|
|
|
2,331,558
|
|
|
Total liabilities and shareholders’ equity
|
|
$
|
30,894,996
|
|
|
$
|
32,098,782
|
|
|
SOUTHPEAK INTERACTIVE CORPORATION AND SUBSIDIARIES
|
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(Unaudited)
|
|
|
|
|
|
|
|
For the three
months ended September 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
1,431,859
|
|
|
$
|
16,709,649
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold:
|
|
|
|
|
|
|
|
|
Product costs
|
|
|
761,282
|
|
|
|
3,546,686
|
|
Royalties, net
|
|
|
(67,108
|
)
|
|
|
5,000,671
|
|
Intellectual property licenses
|
|
|
95,893
|
|
|
|
119,660
|
|
|
|
|
|
|
|
|
|
|
Total cost of goods sold
|
|
|
790,067
|
|
|
|
8,667,017
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
641,792
|
|
|
|
8,042,632
|
|
|
|
|
|
|
|
|
|
|
Operating expenses (income):
|
|
|
|
|
|
|
|
|
Warehousing and distribution
|
|
|
66,089
|
|
|
|
286,511
|
|
Sales and marketing
|
|
|
896,671
|
|
|
|
3,655,056
|
|
General and administrative
|
|
|
1,932,315
|
|
|
|
3,114,768
|
|
Gain on settlement of trade payables
|
|
|
(585,122
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
2,309,953
|
|
|
|
7,056,335
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations
|
|
|
(1,668,161
|
)
|
|
|
986,297
|
|
|
|
|
|
|
|
|
|
|
Other expenses (income):
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liability
|
|
|
(1,531,323
|
)
|
|
|
-
|
|
Interest and financing costs, net
|
|
|
1,064,096
|
|
|
|
299,316
|
|
Net (loss) income
|
|
$
|
(1,200,934
|
)
|
|
$
|
686,981
|
|
|
|
|
|
|
|
|
|
|
Basic (loss) income per share:
|
|
$
|
(0.02
|
)
|
|
$
|
0.02
|
|
Diluted (loss) income per share:
|
|
$
|
(0.02
|
)
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - Basic
|
|
|
57,032,339
|
|
|
|
44,821,051
|
|
Weighted average number of common shares outstanding - Diluted
|
|
|
57,032,339
|
|
|
|
50,649,103
|
