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Take-Two Interactive Software, Inc. (NASDAQ:TTWO)

F2Q08 Earnings Call

June 5, 2008 4:30 pm ET

Executives

Cindy Buckwalter - Executive Vice President

Strauss Zelnick - Chairman of the Board

Benjamin Feder - Chief Executive Officer, Director

Lainie Goldstein - Chief Financial Officer

Analysts

Eric Handler - Lehman Brothers

Benjamin Schachter - UBS

Edward Williams - BMO Capital Markets

Anthony Gikas - Piper Jaffray

Mike Hickey - Janco Partners

Daniel Ernst - Hudson Square Research

Jeetil Patel - Deutsche Bank

Doug Creutz - Cowen & Company

Operator

Greetings, ladies and gentlemen and welcome to the Take-Two Interactive second quarter 2008 results conference call. (Operator Instructions) It is now my pleasure to introduce your host, Ms. Cindy Buckwalter, Executive Vice President for Take-Two Interactive. Thank you, Ms. Buckwalter. You may begin.

Cindy Buckwalter

Good afternoon. Thank you all for joining us today. Today’s call will be led by Strauss Zelnick, Chairman of Take-Two; Ben Feder, our CEO; and Lainie Goldstein, our CFO. We are also joined by Seth Krauss, our Chief Legal Counsel. Our team will be available to answer your questions during the Q&A session following our prepared remarks.

Before we begin, I would first like to quickly review our Safe Harbor statement by reminding everyone that the statements made during this call that are not historical facts are considered forward-looking statements under federal securities laws. These forward-looking statements are based on the beliefs of our management as well as assumptions made by and information currently available to us. We have no obligation to update these forward-looking statements. Actual operating results may vary significantly from these forward-looking statements based on a variety of factors, including the risks related to Electronic Arts’ tender offer. These important factors are described in our filings with the SEC, including our 10-K for the fiscal year ended October 31, 2007, and our 10-Q for the first quarter ended January 31, 2008. These filings may be obtained from our website at www.taketwogames.com or by contacting the SEC.

Now let me turn the call over to Strauss.

Strauss Zelnick

Thanks, Cindy and good afternoon, everyone. Thanks for joining us. We are pleased to report very strong second quarter results that beat both our own guidance and analyst expectations, continuing the trend of the prior three quarters. Based on our excellent results year-to-date, as well as our positive outlook for the balance of fiscal 2008, we’ve increased our full year guidance for the second quarter this year.

Our performance clearly demonstrates that Take-Two is creating significant stockholder value, primarily through the efforts of our Rockstar and 2K labels, who are producing the best interactive entertainment on the market today.

I should note that it’s early days yet. We are only one year into the revitalization of this company. We still have much more to achieve. That said, I am most pleased with the progress we are making so far in transforming Take-Two into the most creative, the most innovative, and the most efficient company in our industry.

Clearly the major factor in our performance this quarter was Grand Theft Auto 4. While the tremendous consumer, critical, and media acclaim for the game speaks for itself, I would like to take this opportunity to congratulate the entire Rockstar Games team on this stunning achievement. It’s been widely reported that GTA 4 had the largest debut of any entertainment product in history. Now, we always knew GTA 4 would be a triumph and it success has blown away not only our own expectations but those of its millions of fans as well.

We have proven our ability to create powerful entertainment franchises whose value extends beyond the traditional interactive entertainment market. This is illustrated by the deal we announced last month for a Bioshock feature film to be produced and directed by Gore Verbinski, director of Pirates of the Caribbean. Our partnership with top film industry talent speaks volumes about the value we are creating at Take-Two.

The fact is our industry is now a source of entertainment that can equal or surpass both in consumer appeal and economic strength more established media, such as film, television, music, or books. This reaffirms our enormous confidence in the future potential of our industry in general and Take-Two in particular.

In addition to the successes on the creative front, Take-Two has also executed on initiatives to expand our development talent and our geographic reach. Ben is going to talk about these in a few moments.

Before I turn the call over to Ben, I would like to give you a brief update on the company’s efforts to maximize stockholder value. As you know, at the time of EA’s highly conditional, unsolicited tender offer, we emphasized the board’s commitment to explore all strategic alternatives, including remaining independent and pursuing business combinations with third parties. We said we were willing to begin formal discussions with interested parties on April 30th following the launch of Grand Theft Auto 4 and we are actively engaged in that process now.

In fact, we have had and continue to have formal discussions with a number of interested parties. It wouldn’t be appropriate to comment further on the status of our efforts at this time.

Now Ben will provide an overview of the quarter’s results and highlight some of the initiatives we are pursuing to continue to grow the business and realize its exciting potential.

Benjamin Feder

Thanks, Strauss. We are extremely pleased with our second quarter results. I will review some of the financial highlights and then Lainie will provide further detail in a few moments.

Net revenue for the quarter was $540 million, more than double the $205 million we reported in Q2 last year. Earnings on a non-GAAP basis were $1.52 per share, reversing net losses in the year-ago period in the first quarter. Based on our strong Q2 results and favorable outlook on the balance of the year, we are raising our fiscal year 2000 guidance with -- excuse me, $1.4 billion to $1.5 billion in revenue and non-GAAP EPS of $1.65 to $1.85.

The company’s cash position has increased from Q1 by approximately $18 million and we’ve paid down $20 million of our credit line. Our cash balance will be significantly higher by the end of Q3 as the substantial orders we’ve received for GTA 4 late in the second quarter convert to cash.

We are very proud of our accomplishments in Q2. I would like to thank everyone at Rockstar Games as well as the teams at Jack Of All Games and the entire Take-Two team, all of whom contributed to the successful launch of GTA 4.

GTA 4’s performance in the marketplace has continued to be extremely strong post-launch. As of May 31st, we’ve sold over 11 million units into retail channels worldwide, with approximately $8.5 million of those units sold through to consumers. The game has broad global appeal and is the best-selling interactive entertainment title in North America and has broken sales records in Europe.

It is also a cultural phenomenon. The New York Times, L.A. Times, Wall Street Journal, Variety, Newsweek and countless other publications have lauded the game’s breathtaking technological and artistic achievements. Even national public radio remarked on how much they enjoyed listening to public liberty radio in the game.

On the commercial side, GTA 4 earned a Guinness world record for the highest revenue generated by an entertainment product in 24 hours. And by one account, GTA 4 single-handedly propped up the U.K. economy by helping retail sales for April and exceeding expectations.

GTA 4 should continue to deliver value for Take-Two well into the future. For example, GTA San Andreas sold 12 million units in the first four months through January 2005 and went on to sell another 9.5 million units since that time. This is proof positive of the longevity of the extraordinary franchise, a track record that we expect to be reflected in the performance of GTA 4.

I would like to comment on a few other factors that contributed to the stronger-than-expected results in the second quarter. We are very, very pleased of the continued strength of Carnival Games and other catalog titles. We are continuing to see the positive impact of our cost reduction initiatives.

I also want to emphasize -- the actions we have taken during the second quarter to broaden the product portfolio, expand our development resources and extend the reach of our intellectual property into the Asian market. Each of these initiatives is intended to strengthen our capacity to deliver profitable growth and stockholder value.

Turning for a moment to our product portfolio, Take-Two's pipeline today is the strongest, most diverse, and the most exciting in the company’s history. All of our labels -- Rockstar, 2K Games, 2K Play, and 2K Sports -- are producing some of their best and most creative work ever. We are developing new versions of many of our strongest franchises, as well as a number of new brands.

While the full list of titles in progress is too extensive to mention, I will highlight a few that are particularly exciting for the summer and the fall of fiscal 2008. Rockstar’s lineup for the second half includes Midnight Club Los Angeles for Xbox 360 and PS3 and Midnight Club L.A. Remix for PSP. 2K Games will release the highly anticipated Sid Meier Civilization Revolution for Xbox 360, PS3, and DS. The successful Bioshock franchise will be extended with a new version for PS3. We’ve sold over 2.2 million units of this blockbuster title on Xbox 360 and PC to date.

Continuing the growth of our casual games business, 2K Play will reveal Carnival Games for DS and Carnival Games mini-golf for Wii. Carnival Games for the Wii has sold over 1.5 million units so far and the title is still going strong at retail. The DS title is shipping in July and is receiving strong support from Nintendo, who is currently offering it on their demo download stations in stores, and are also planning to have demos of the title place on their in-store kiosks.

2K Sports has an extensive roster, including Top Spin 3 for PS3, Wii, Xbox 360 and DS, and Don King Presents Prizefighter for Xbox 360, Wii, and DS.

We are also pleased MLB -- excuse me; we’ll also release MLB Power Pros 2008 for Wii, PS2, and DS, as well as NHL 2K9 and NBA 2K9 for multiple platforms.

Let’s look for a moment at our fiscal 2009 lineup and we’ve already announced some of our key titles -- Bioshock 2, Mafia 2, Borderland, and we’ve also announced today that we will release the first installment of episodic content for GTA 4 for Xbox 360 in the first quarter of fiscal 2009. We think the 2009 release of this highly anticipated episode will provide better balance among our top titles and further strengthens our fiscal 2009 release schedule, and we’ll have more to say about our 2009 lineup in the coming months.

We’ve continued to make investments to expand our creative resources and extend our global market presence. Since we spoke with you in March, we enhanced our world-class development capabilities by forming Rockstar New England through the acquisition of Mad Dog Software. The team at Mad Dog is extremely talented and accomplished, and most recently worked with Rockstar on Xbox 360 version of the critically acclaimed Bully Scholarship Edition.

We are also actively targeting opportunities in the fast-growing Asia market where we already have a solid foothold thanks to the global popularity of our products. Recently we named Hubert Larenaudie, formerly of Electronic Arts and Vivendi Universal Games, to the newly appointed -- newly created position of President for Asia. Hubert will be establishing an office in Singapore as the focal point for our Asia operations. His track record of building leading market positions in South Korea, China, Japan, Taiwan, Southeast Asia, and his experience in growing an online games business will be important to our efforts to build critical mass in the Asia-Pacific region.

We have several priorities in the Asia-Pacific market. In addition to expanding distribution in the region for our products and developing a strong presence in Japan, we also intend to establish an online game operation with particular focus on China and Korea. We are confident in Take-Two's ability to achieve growth in Asia and we are proud to have attracted an executive of Hubert’s caliber to help leverage the opportunities we have at Take-Two.

I want to thank our employees for remaining focused during what could have been a very distracting time on developing, marketing, and selling great interactive entertainment and driving value for our stockholders. We are very pleased with 2K’s -- excuse me, with Take-Two's strong performance in the first half of 2008. We are extremely confident in the future of our business.

Take-Two is delivering on the potential we saw when we joined the company only a year ago. We are continuing to invest in great products, expanded creative resources, and a global market presence.

I would like now to turn the call over to Lainie.

Lainie Goldstein

Thanks, Ben and good afternoon, everyone. I will be covering several topics today. First a review of second quarter results; second, our outlook for fiscal 2008; and third, our guidance for the third and fourth quarter. Let’s look at our Q2 results.

Net revenue was $540 million compared with $205 million a year ago. Non-GAAP net income was $115.4 million compared to a non-GAAP net loss of $29.2 million last year, with earnings per share of $1.52 compared to a loss of $0.41 last year. Please see today’s press release for a reconciliation of our non-GAAP to GAAP numbers.

We are really pleased that we are exceeding our guidance for our fourth quarter in a row. Sales of Grand Theft Auto 4 surpassed our expectations and was the primary reason for our better than expected performance.

Our GAAP results for the second quarter were net income of approximately $98.2 million or $1.29 per share, compared with a net loss of $51.2 million or $0.71 per share in the second quarter of 2007.

Our GAAP results included $12.4 million in stock-based compensation expense and a total of $4.7 million in expenses related to professional fees and legal expenses related to unusual matters, as well as business reorganization costs. Professional fees related to the EA tender offer were $3.4 million of the $4.7 million total.

Our leading title in Q2 was Grand Theft Auto 4, which launched worldwide on April 29th. Other top titles in the quarter were Major League Baseball 2K8, Bully Scholarship Edition, Carnival Games, and Grand Theft Auto: San Andreas.

Jack Of All Games business also grew, led by strong current generation hardware and software sales, especially the Wii.

In looking at our consolidated results, our non-GAAP gross margin for the quarter was 4.2% compared to 25.1% last year. This is primarily due to our revenue mix as publishing was 90% of total revenue and our high margin, internally owned and developed Grand Theft Auto 4 title was a significant percentage of our publishing revenue.

Our split between North America and international revenue was 65% to 35% in Q2. If you back out sports in our distribution business and look at this number for the last 12 months, our North America international revenue split was about 60% to 40%, compared to about 55% to 45% for the same 12 month period a year ago.

Non-GAAP operating expenses in the second quarter were approximately $108 million, up from last year’s second quarter for the following reasons. Sales and marketing expenses accounted for the largest increase in operating expenses year over year, mainly due to the launch of Grand Theft Auto 4 and Bully Scholarship Edition this year. The G&A expenses increased compared to last year due primarily to increased incentive compensation and professional fees and a $3.9 million increase in our provision for bad debt expense. These increases were somewhat offset by approximately $2 million of cost saving initiatives. Our tax expense was primarily for our earnings in our international territories.

Moving on to our balance sheet, at the end of Q2 we had approximately $73 million in cash and $60 million of borrowings on our credit line. Based on our significant GTA 4 sales, we expect to begin to generate cash this quarter as receivables convert to cash.

Our accounts receivable reserve was about $67 million at the end of the quarter, which represented approximately 16% of gross receivables.

Inventories at the end of the quarter were approximately $92 million, up from the same period last year due to the significantly higher business volume.

The increase in our software development costs and licenses is primarily related to our key titles planned for release over the next 12 to 18 months. We currently have approximately 33 titles in various stages of development.

Now to our outlook for fiscal 2008 -- we are raising the guidance that we previously provided in March to reflect the better than expected performance of Grand Theft Auto 4, partially offset by the move the first episodic content for GTA 4 for Xbox 360 from fiscal 2008 into fiscal 2009. Additionally, we no longer anticipate reaching profitability in our 2K Sports business in fiscal 2008 and I will discuss that in more detail in a few minutes.

We now expect $1.4 billion to $1.5 billion in revenue and $1.65 to $1.85 in earnings per share on a non-GAAP basis. The primary assumptions underlining the guidance are as follows: we expect the net revenue breakdown in our publishing business to be approximately 70% from Rockstar, 15% from 2K Sports, and 15% from 2K Games and 2K Play. While we have previously expected 2K Sports to turn profitable in fiscal 2008, we are currently forecasting a loss in our sports business.

We experienced lower attach rates than we expected on the increased install base of Xbox 360 and PlayStation 3 hardware.

On the expense side, sales and marketing is closely tied to our product releases. We expect a larger marketing spend in absolute dollars in 2008. However, sales and marketing expenses should be relatively stable as a percentage of sale.

R&D expense continues to fluctuate from quarter to quarter based on the products in development. On an annual basis, we expect total R&D expenses to increase about 45%, primarily due to the acquisition of Illusion Software, Mad Dog, and continued investment in our development studios.

We are seeing a significant portion of the expected cost reductions in the G&A area, although the annual benefit of our cost savings initiatives won’t be realized until fiscal 2009. Offsetting the cost efficiencies, our 2008 G&A levels reflect increased professional fees. In addition, we’ll have higher employee incentive compensation expense based on the company’s strong performance and we established a $4 million reserve for bad debt expense in Q2.

Overall, we see 2008 G&A levels increasing by approximately 7% in absolute dollars compared to 2007.

Depreciation and amortization should increase modestly and based on our current forecasts, we anticipate our non-GAAP effective tax rate to be about 10% to 12% in fiscal 2008, and for Q3 and Q4, we expect to show a small tax provision, primarily for our international business.

We are issuing guidance today for the third and fourth quarters. For Q3, we expect non-GAAP net income per share in the range of $0.45 to $0.55 on $325 million to $375 million in revenue. This excludes stock-based compensation expense of $0.17 per share and expenses related to unusual matters and reorganization costs of $0.13 per share.

Our Q3 key releases are Sid Meier Civilization Revolution, Top Spin 3, Don King Presents Prizefighter, and Carnival Games on the DS.

Let me discuss some additional data points on our Q3 outlook. We expect our revenue mix to remain heavily weighted towards publishing due to the launch of the Q3 titles I mentioned and the continued strength of Grand Theft Auto 4.

While we expect to see continued strong sales of GTA 4 in Q3, our gross profit margins will decrease slightly due to the launch of several new 2K titles in Q3, and for the full year we expect gross margins of approximately 36%.

On a non-GAAP basis, we expect overall operating expenses to trend up slightly in Q3 as compared to Q2, primarily driven by higher expense for the continued support of Grand Theft Auto 4 and marketing preceding the launch of Midnight Club Los Angeles, as well as our 2K titles.

R&D expense will also increase from Q2 due to the acquisition of Mad Dog. Lower capitalization rates following the release of GTA 4 and a continued investment in our internal studios. These increases will be partially offset by a decrease in G&A expense due to the continued implementation of our cost savings initiatives and the bad debt reserve that was set up during Q2.

For Q4, our key releases are Midnight Club Los Angeles, Bioshock for PlayStation 3, NBA 2K9, NHL 2K9, and Carnival Games Mini-Golf for the Wii.

For Q4, we expect non-GAAP net income per share in the range of $0.10 to $0.20 on $300 million to $350 million in revenue. This includes stock-based compensation expense of $0.18 per share and expenses related to unusual matters and reorganization costs of $0.01 per share.

Our Q4 releases are more broadly distributed among the labels and include our NBA and NHL titles, so we expect gross margin -- gross profit margin to decrease into the low 30s in that quarter.

On a non-GAAP basis, we expect overall operating expenses relatively flat in Q4 as compared to Q3.

Selling and marketing expenses are increasing slightly, primarily driven by higher marketing spend for the continued support of Grand Theft Auto 4, the launch of Midnight Club Los Angeles, as well as the launch of our key sports and other 2K titles.

This increase should be offset by several factors. G&A expense will decrease slightly from Q3 due to our continued cost-savings initiatives and we also expense R&D expense to trend down slightly from Q3 as we see our capitalization rates increase in Q4.

Looking ahead, we are building a strong lineup for fiscal 2009 that will include sequels to some of Rockstar’s Triple A brand and episodic content for Grand Theft Auto 4 and Xbox 360. 2K Games key Triple A titles will include Borderlands, Mafia 2, Bioshock 2, and 2K Sports will deliver their recurring sports titles. 2K Play will publish additional Nick Jr. products under their agreement with Nickelodeon. We’ll be expanding our downloadable content as well as other ancillary revenue streams.

We also expect to see growth in the Asia-Pacific market as a result of our new initiatives in that region.

Fiscal 2009 will also reflect the first full year of our cost savings initiatives and we are very optimistic about our future and the opportunities to further develop shareholder value.

At this point, I will turn the call back to Strauss.

Strauss Zelnick

Thanks, Lainie. To summarize, Take-Two's performance for the first half of fiscal 2008 clearly shows the strong results this company is capable of producing and demonstrates our potential for continued value creation. With our diverse portfolio of popular franchises, unparalleled creative talent, and a vastly improved operational and financial picture, Take-Two is in a unique position to capitalize on the opportunities presented by the current industry cycle. We look forward to translating those strengths into increasing value for our stockholders and we’ll now be glad to take your questions. Operator.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from the line of Eric Handler with Lehman Brothers.

Eric Handler - Lehman Brothers

Thank you very much. Given your improved outlook from this year, can you give us a sense of what free cash flow generation might look like? And then secondly, in terms of your Asian expansion, what titles do you expect are going to be the first that you might look to monetize online or lead the charge there?

Benjamin Feder

Your first question with respect to cash flow, we don’t actually provide it, as you know, so I’m going to defer on that one. And with respect to Asia, we have a goal -- well, not a goal but we have some very important and valuable brands that translate very well to Japan, to China, to Korea. We are not in a position yet to describe or to articulate which brands we’ll be leading with, except to say that we think that there’s a huge opportunity for multiple franchises at Take-Two and a bunch of different territories within Asia. And as you know, Asia is a fairly large place.

Strauss Zelnick

Eric, on the cash flow point, obviously we have disclosed our gross margins a little better than expected and obviously you know that this business generates cash when it does well, and we are certainly doing well.

Eric Handler - Lehman Brothers

Okay, and then just as a follow-up, with Asia should we assume that you are not going to be getting the packaged goods there, most of it -- all of it should be online initiatives?

Benjamin Feder

We tend to follow the market and Japan is really the key market where console -- we tend to be console oriented, although we also launch on PCs but the console market pretty much in Japan -- in Asia is pretty much in Japan and the rest of it is online or PC.

Eric Handler - Lehman Brothers

Thank you.

Operator

Thank you. Our next question comes from the line of Benjamin Schachter with UBS.

Benjamin Schachter - UBS

Congratulations on a nice quarter and a great launch of the game. I’m not sure if you said this at the beginning of the call, but did you give a percentage of revenues from GTA?

Lainie Goldstein

We didn’t give that specific information but I can tell you that GTA 4 and our catalog for GTA in total is approximately 78% of our total publishing revenue in the quarter.

Benjamin Schachter - UBS

Okay. Just back of the envelope math, that implies an internal royalty rate what, of about 15% or so, 14%, 15%? Is that --

Lainie Goldstein

We don’t provide that information, Ben, but in our press release today as well as in our 10-Q, we do break out internal royalties and it’s not all for GTA 4 or for the Rockstar label but it primarily would be for this quarter based on the revenue.

Benjamin Schachter - UBS

Okay. Strauss, if you could just remind us in terms of the comment you said before about formal talks, just remind us of the process through which you have let the SEC know when you are in talks, or if you have to file something when you are in talks?

Strauss Zelnick

We have to file if and when we are in negotiations, to be specific. Discussions and negotiations, there are terms of art around those and we are in formal discussions right now, not in negotiations.

Benjamin Schachter - UBS

Okay. Any comments on the FTC, what are the key issues there?

Strauss Zelnick

No, I think we’ve been -- as we’ve said, we’ve endeavored to cooperate as much as possible. We put out some information on that today.

Benjamin Schachter - UBS

Okay, and then the last question, the music genre, given Rockstar’s heritage, is that an area we should expect that you guys might be interested in?

Strauss Zelnick

Possibly. You know, there’s nothing that we’ve disclosed on the release schedule right now. I think that’s a long conversation and not a short one in terms of where the business is going. You know, is it a music genre, is it a rhythm genre -- it also remains to be seen how that genre holds up over time and that’s terribly important when you invest in triple A properties that you expect people to play for upwards of 20 hours. So probably a better conversation to have over a cup of coffee, but the answer is the release schedule doesn’t include any rhythm titles right now.

Benjamin Schachter - UBS

Well, I will take you up on that and thank you.

Operator

Thank you. Our next question comes from the line of Edward Williams with BMO Capital Markets.

Edward Williams - BMO Capital Markets

My congratulations too on the outstanding launch of GTA 4. I was wondering if you could tell us what the current level of cash is following collection of some of the receivables on GTA 4. And also on the 33 titles that you have in development, could we get a platform breakdown?

And also, the level of R&D staff at the end of the quarter and where you expect that to be at the end of the year, at the end of the fiscal year?

Lainie Goldstein

I’ll take the first question first on the current level of our cash. We provided our balance sheet information as of Q2 today and we do provide our cash on a quarterly basis but we don’t provide mid-quarter updates, but our cash will be significantly higher by the end of Q3 as our orders that we received for GTA 4 convert into cash, which we mentioned earlier.

Edward Williams - BMO Capital Markets

Okay, and a platform breakdown on the number of titles?

Lainie Goldstein

I’ll have to get back to you on that, Ed. I don’t have that in front of me.

Edward Williams - BMO Capital Markets

Okay. And then lastly, just the R&D stuff at the end of the quarter and where you expect that to be at year-end?

Lainie Goldstein

At the end of the quarter, we’re about 1,350 employees and I don’t have the exact forecast for year-end but it would probably be about that number or growing slightly based on our development schedule.

Edward Williams - BMO Capital Markets

Thank you.

Operator

Thank you. Our next question comes from the line of Anthony Gikas with Piper Jaffray.

Anthony Gikas - Piper Jaffray

Good afternoon, guys. Great job during the quarter. A few questions -- I’ll start out with some GTA type questions. Could you share with us what GTA 4 was shipped or sold on an international basis? Number two, can you talk a little bit about where the development of the downloadable or episodic content for GTA 4 is? Is that well along in terms of completion there? And then perhaps anything that you could share with us in terms of pricing of that episodic content as that starts to roll out in the new fiscal year? And then I have a follow-up.

Benjamin Feder

In terms of GTA, pretty much all of it is kind of a typical international versus domestic breakdown. It pretty much followed the typical pattern for our games and that means slightly over 50% for the U.S., just over 50%. So rough rule of thumb, about half and half. And that’s rough.

On the episodic content, I think the question you are asking is kind of is there an issue in the game? The reason we moved the episodic content into FY09 is really for portfolio balancing more than anything else, and we don’t anticipate any issues with the release of that, other than delaying it for portfolio balancing reasons.

And your price -- and the question on pricing for the title, we haven’t disclosed that yet and aren’t prepared to do so today.

Anthony Gikas - Piper Jaffray

Was the episodic content developed alongside the game, so there really isn’t a lot to kind of finishing it or is that in sort of a separate project?

Benjamin Feder

You know, it’s the same team developing it and the same studio that is developing it, but again the delay is not about development issues. The delay is about portfolio balancing issues.

Anthony Gikas - Piper Jaffray

Okay, and then last question on GTA -- any update for us or announcement on a potential handheld version of GTA 4?

Benjamin Feder

Nothing to announce today, sorry.

Anthony Gikas - Piper Jaffray

Okay. And then how did Jack Of All Games perform in the quarter? Is there anything you can share there in terms of the profitability of that business? Are you still seeking any alternatives for that division?

Lainie Goldstein

Jack Of All Games did very well this quarter. Their margins are running from the mid to high -- I’m sorry, mid- to high-single-digits and we are still working on gaining efficiencies in the business and we don’t have any current plans to sell the business. We are really working on running the business as efficiently as possible.

Strauss Zelnick

And things are going well.

Anthony Gikas - Piper Jaffray

Okay, so that would be a 5% to 10% gross margin, is that what you are talking about?

Lainie Goldstein

Yes, gross margin.

Anthony Gikas - Piper Jaffray

Okay. And then last question, could you just talk a little bit about what types of partnerships that the company is considering at this point? Is this intellectual properties or development partnerships, distribution?

Strauss Zelnick

I’m not sure -- in what context are you asking about partnerships?

Anthony Gikas - Piper Jaffray

In the context -- earlier in the call you said that you were, you know, the company was seeking strategic alternatives. I guess in that context.

Strauss Zelnick

Well, basically we’ve said we have our eyes open to anything that maximize stockholder value, including remaining independent or possibly business combinations or anything else that might come up as we examine those alternatives. We really can’t be anymore specific than that right now.

Anthony Gikas - Piper Jaffray

Okay. Thanks, guys.

Operator

Thank you. Our next question comes from the line of Mike Hickey, Janco Partners.

Mike Hickey - Janco Partners

Hey, guys. Congratulations on a wonderful quarter and certainly congratulations to the Rockstar team for putting a tremendous title into the market. It’s absolutely awesome. Just curious on your guidance for Q3, if I understand that right 78% of your publishing sales for the quarter were from Grand Theft Auto 4 and catalog. It was about $380 million or so I think. And thinking about average wholesale price is $56, it would be about 5.7 million units shipped in Q2. Does that sound about right?

Lainie Goldstein

No, it’s a little on the high side there.

Mike Hickey - Janco Partners

Okay, because you’ve already shipped 11 million units through May 31st, right?

Lainie Goldstein

Yes.

Mike Hickey - Janco Partners

Okay, so even if I’m high, if I assume that you have about 5 million units that go into this quarter, average wholesale price is $56, that’s getting into about $330 million in sales and that’s within your guidance range already?

Lainie Goldstein

Could you repeat the question, Mike? I’m not sure I’m following you.

Mike Hickey - Janco Partners

If you’ve shipped 6 million units roughly, and that’s high for Q2, and Q3 you said that through May 31st, you’ve shipped 11, so if I net our 5 and assume an average wholesale price of $56, wouldn’t that be about $330 million in sales?

Lainie Goldstein

Mike, I’m sorry, I didn’t hear you the first time. The number you gave me for the units I thought you said was a different number, so you are actually a little bit low there for Q2.

Mike Hickey - Janco Partners

I’m a little low for Q2?

Lainie Goldstein

Yeah, you’re pretty low.

Mike Hickey - Janco Partners

Okay.

Benjamin Feder

Mike, not to build your model on the call here, but --

Mike Hickey - Janco Partners

All right. It just looks like it’s a little conservative.

Benjamin Feder

We announced for first week sales would sell through to consumers.

Mike Hickey - Janco Partners

Right. Okay.

Benjamin Feder

Let’s not build your model on the call.

Mike Hickey - Janco Partners

Okay. And then if you could just give us a little bit of color how your development teams are working through EA’s hostile bid?

Strauss Zelnick

I think we’ve demonstrated that despite distractions, everyone has their head down and a smile on their face and is getting the job done, and we are very -- immensely grateful to the team, to the Rockstar Label, to the 2K label, to all of our management, our sales management, distribution management, and corporate management worldwide for staying focused on the job at hand and staying focused on building this company and building shareholder value. And that’s our job and I think everyone’s done a remarkable job staying focused and we are -- as I said, we are immensely grateful for the team’s terrific work under not insignificant pressure.

Mike Hickey - Janco Partners

Great. Thanks, guys.

Operator

Thank you. Our next question comes from the line of Daniel Ernst with Hudson Square Research.

Daniel Ernst - Hudson Square Research

Yes, thanks for taking my call. Two, if I might; first, can you talk about what’s changed in the sports business since we last talked, that now it’s not going to make break-even? And then, can you give us a sense of the scale of the expected loss for the fiscal year?

And then secondly, if I look at everything you’ve done on the revitalization plan that you set out in kind of the first 100 day call, it sounds like you made all of it except for the sports element. Could you talk about what else you might go attack next in the business, either over the next year or if you have the opportunity to do this in the next three years? What else can you -- that you’ve seen in the year you’ve been there of where you can take the business? Thanks.

Strauss Zelnick

On the sports side, the primary reasons for our lack of profitability were lower attach rates than we expected on the increased installed base of Xbox 360 and PS3 hardware, and we made some changes in the release schedule that obviously reduced the revenue a bit.

I think you asked how serious is it and the answer is you know, we take our job seriously across the board. As I said earlier, this was a work in progress. We are committed to the sports business and we feel like we are going to get there and we are disappointed that we haven’t gotten across the finish this year. We are keeping focused on doing just that. How are we going to do it? Continuing to make the best titles in the business that rate better than the competition head to head. I think we have the best developers in the business and I believe we can continue to do that.

In terms of your comments about the 100 day plan, I guess maybe we are a little more self-critical than you were. This is a wonderful organization and everyone here also agrees we can do better, and some of the opportunities that we’ve outlined previously are really going to be market driven. They are going to benefit everyone in the market. This business becomes more of a multi-player business, there’s an opportunity for micropayments and subscription businesses. There’s really terrific economic opportunities out there.

Our focus is on delighting our consumers. Our focus is in bringing consumers what they want and our experience is if you give consumers what they want and you delight them, then you tend to do well economically also.

So there are any number of areas that we are pursuing. I think we’ve talked today about the ones about which we are most excited. Ben talked about our initiatives in Asia. That is after all the second largest market on Earth for interactive entertainment and we need to participate in that market. In general, we think international is a big growth area.

You know, when we talk about being the most creative, the most efficient, and the most innovative, you know I think we do have the most creative company here. Our vast collection of owned intellectual property and our unparalleled development team speak for themselves.

I do think we have the most efficient organization pound for pound in this business. I am really proud of the steps this team has taken to do so and to do that for our business. I think we still have a long way to go in innovation. I think we all feel that we do and frankly, we want to turn our attention to that and are turning our attention to that and that’s not something that delivers results overnight. It is something that delivers results over time.

One of the most wonderful things about interactive entertainment is as exciting a time as this for the Take-Two organization at large, the wind’s at our back and there’s a lot of interesting stuff that is going to happen in the next few years in this business.

Daniel Ernst - Hudson Square Research

Great, thanks, and just to clarify the sport question, the second part of my comment there or question there was can you give us a sense of the scale of what the loss will be this year?

Strauss Zelnick

You know, we don’t break it out but obviously we are having -- you know, we’re having a terrifically sound year and our guidance today reflects that, so I think you can arrive at your own conclusions.

Benjamin Feder

In the context of everything else that is going on in the company, it’s certainly something that we can manage -- but the guidance [kinds of speak for itself].

Daniel Ernst - Hudson Square Research

Got it. Thanks.

Operator

Thank you. Our next question comes from the line of Jeetil Patel with Deutsche Bank Securities.

Jeetil Patel - Deutsche Bank

Great. Thank you. Two questions -- I’m not sure how simple this would be to do but would you ever look at divesting different labels or brands to 2K Sports or the games division, just to maximize shareholder value as you go through this process? And second, can you just remind us what your NOLs look like for U.S. and international? Thank you.

Strauss Zelnick

I don’t think it would maximize shareholder value to piece apart the company and we really would be -- you know, we’d be loathe to do that because we don’t think it’s how you create value in this business.

On the NOLs, Lainie.

Lainie Goldstein

We don’t share our NOL balance on a quarterly basis but it is in our 10-K at the end of the year, but I can tell you that we did use some of our NOLs this quarter with our income, and we do disclose in our 10-Q that we’ve reduced our valuation allowance against the deferred tax assets by approximately $24.5 million, which you can assume is primarily a reduction for the NOL.

Strauss Zelnick

Does that answer your question?

Jeetil Patel - Deutsche Bank

No, that helps. Thanks.

Operator

Thank you. Our last question comes from the line of Doug Creutz with Cowen & Company.

Doug Creutz - Cowen & Company

Thanks. Could you talk a little bit about the Bioshock movie deal in terms of what kind of financial impact it might have? How much creative control do you and 2K Games have over the movie and is it fair to presume the movie won’t be released in time to coincide with the launch of Bioshock 2? Thanks.

Strauss Zelnick

We are really excited about it but we definitely did structure this deal so that we have no economic exposure or risk. The economic exposure or risk is being borne by our production partner, Universal Pictures. We are very pleased with the upside that we -- the economic upside that we have but we really haven’t -- you know, we obviously have a sense of what it is. It is not something that we normally disclose. We do feel it is something that could be very beneficial but it is at this point pretty speculative.

I think you’re right. It’s unlikely that the picture would be released coincident with Bioshock 2. It will be more likely that it would be released coincident with Bioshock 3. That also remains to be seen.

That said, we took enormous pains to do a couple of things that haven’t been done before in the business. One is that we went directly to the studio partner. We didn’t go through a production intermediary. A number of us around the table have a little bit of motion picture experience so we felt that was the best way to handle it. And we also attached to the picture up-front an A-plus producing and directing talent in Gore Verbinski, who is highly committed to getting this picture made and we also set the picture up at Universal because they are highly committed to getting the picture made.

So to the extent that the picture does well, we are all going to be very happy with the results and we tried very hard to put together a package that ensures that our millions of fans are going to be able to see a Bioshock movie on the big screen. That’s pretty exciting.

Doug Creutz - Cowen & Company

Great, thanks.

Operator

Thank you. At this time, there are no further questions. I would like to turn the conference over to Mr. Strauss Zelnick for closing comments.

Strauss Zelnick

Well, listen, obviously we all feel terrifically gratified by the results. You know, at the risk of being repetitive, what we do around here at Take-Two is a team sport and everyone on this call today, Ben, myself, Lainie, Cindy, you know, want to thank all of our colleagues all around the world for their incredible performance. I want to emphasize the contribution of Rockstar Games and all the terrific people there who just sweated blood to make this happen, frankly as well as the entire Take-Two staff around the world that made sure we got this game into the hands of the millions of consumers so far.

This is the new Take-Two and we are awfully proud to be sitting at the table together, so thank you very much.

Operator

Thank you. Ladies and gentlemen, this concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.

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Source: Take-Two F2Q08 (Qtr End 4/30/08) Earnings Call Transcript
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