Greetings, and welcome to the Take-Two Interactive Software Second Quarter Fiscal Year 2016 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Mr. Hank Diamond, Senior Vice President of Investor Relations and Corporate Communications for Take-Two Interactive. Thank you, Mr. Diamond. You may begin.

Good afternoon. Welcome, and thank you for joining Take-Two's conference call to discuss its results for the second quarter of fiscal year 2016 ended September 30, 2015. Today's call will be led by Strauss Zelnick, Take-Two's Chairman and Chief Executive Officer; Karl Slatoff, our President; and Lainie Goldstein, our Chief Financial Officer. We'll be available to answer your questions during the Q&A session following our prepared remarks. Before we begin, I'd like to remind 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've 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. These important factors are described in our filings with the SEC, including the company's annual report on Form 10-K for the fiscal year ended March 31, 2015, and Form 10-Q for the fiscal quarter ended June 30, 2015, including the risks summarized in the section entitled Risk Factors. I'd also like to note that unless otherwise stated all numbers we will be discussing today are non-GAAP. Please refer to our earnings release for a GAAP to non-GAAP reconciliation and further explanation. Our earnings release and filings with the SEC may be obtained from our website at www.take2games.com. And now, I'll turn the call over to Strauss.

Thanks, Hank. Good afternoon, and thank you for joining us today. I'm pleased to report that during the second quarter, we delivered better-than-expected revenue and earnings growth. Our results were led by the blockbuster launch with NBA 2K16, continued robust demand for Grand Theft Auto V and strong growth in recurrent consumer spending. The launch of NBA 2K16 was the most successful in the history of the series, with over 4 million units sold in during its first week, including strong digitally delivered sales at approximately doubled year-over-year. According to the NPD Group, adjusting for days and market, NBA 2K16 had the best launch month of any sports game during this new console cycle. The title also has been a hit with critics and is the highest rated sports game of 2015 on Xbox One according to Metacritic. Virtual currency for the NBA 2K brand continues to exceed our expectations and has been a significant contributor to revenue growth. During the second quarter, recurrent consumer spending on NBA 2K grew by nearly 120% year-over-year, benefiting both from online play and the MyNBA 2K companion app. With the holiday season approaching, demand for NBA 2K16 remain strong, and consumer engagement has been outstanding, with more than triple the number of games played online versus last year's release. I'd like to congratulate the teams at 2K and Visual Concepts for once again surpassing their high standards for excellence and delivering a stellar addition to our industry-leading basketball series. More than 2 years after their initial launch, Grand Theft Auto V and Grand Theft Auto Online continue to exceed our expectations, particularly the installed base of new gen consoles expands. During the second quarter, Grand Theft Auto Online was once again the single largest contributor to recurrent consumer spending. Rockstar Games continues to…

Thanks, Strauss. I'd like to begin by congratulating 2K and Visual Concepts for their record-breaking launch of NBA 2K16, which once again raised the bar for our annual basketball series. In addition to delivering an even more true-to-life NBA experience, the team has done an exceptional job keeping consumer highly engaged with the title after their initial purchase. I'll now discuss our recent releases and pipeline for the remainder of fiscal 2016. On October 8, 2K and Cat Daddy Games extended our portfolio of action-packed mobile entertainment experiences with the release of NHL SuperCard. This collectible card battle game challenges players to build teams of current and legendary NHL players, train them and test their skills in exhibition, season and rivals-based actions. On October 9, 2K and Firaxis Games launched Sid Meier’s Civilization Beyond Earth – Rising Tide, a massive expansion pack for the Sci-Fi title from our award-winning Civilization series, which have captivated fans for nearly a quarter of a century. Rising Tide has earned rare reviews from top critics, including a 9 out of 10 from both Game Informer and GameStop. The pack enriches beyond-earth experience by offering a robust array of expansion content with even more strategic ways to shape humanities future on an alien planet. On October 27, 2K released WWE 2K16, the latest installment in our popular sports entertainment series. The title enjoyed a successful launch, including significantly high reviews scores versus last year's release. For example, IGN scored WWE 2K16 an 8.8 out of 10, stating that the title is as close to a fusion of performance and competition as a wrestling game as ever gotten. WWE 2K16 strong reviews are among the best ever received by the series and reflect Yukes' and Visual Concepts' ongoing commitment to improve its quality with each annual…

Thanks, Karl. And good afternoon, everyone. Today, I'll review our results for the fiscal second quarter and then discuss our outlook for third quarter and fiscal year 2016. All the numbers I'll be providing today are non-GAAP, and all comparisons are year-over-year unless otherwise stated. Our press release provides the reconciliation of our GAAP to non-GAAP measurements. In addition, please note that starting this quarter we're providing on our website additional details regarding the non-GAAP components of our cost of goods sold and operating expenses. Starting with our results for the fiscal second quarter. Net revenue grew 169% to $364.9 million. This result exceeded our outlook range of $275 million to $325 million due primarily to stronger-than-expected revenues from NBA 2K16 and Grand Theft Auto V. Digitally delivered revenue grew 57% to $141 million and accounted for 39% of our total net revenue. 51% of digitally delivered revenue was derived from recurrent consumer spending, which increased 39% year-over-year. The largest contributors to digitally delivered revenue were Grand Theft Auto, NBA 2K and Borderlands. Catalog sales accounted $455.8 million of net revenue, led by the Grand Theft Auto series and NBA 2K15. Gross margin decreased to 48% with this year's launch of NBA 2K, and its associated licensing cost were recorded in the second quarter versus in the third quarter last year. Operating expenses were $124.4 million, up by $14 million due to high marketing for NBA 2K16 and increased personnel expenses. Interest and other expense was $2.6 million. Tax expense was $16.4 million, and non-GAAP net income increased to $32.7 million or $0.30 per share, up from a net loss of $35.4 million or $0.44 a share in the prior year's second quarter. This result exceeded our outlook range of $0.05 to $0.15 per share. On a GAAP basis, we…

Thanks, Karl and Lainie. On behalf of our entire management team, I'd like to thank our colleagues for delivering another strong quarter for our company. And to our shareholders, I want to express our appreciation for your continued support. We'll now take your questions. Operator?

[Operator Instructions] Our first question comes from the line of Justin Post from Merrill Lynch.

Strauss, in the press release you had some comments about a big pipeline ahead or confidence in your pipeline. What can you tell us about the future when we look at Take-Two versus some of the others in the industry? We do have less visibility, and we understand that's kind of the nature of the company, but what can you tell us about the pipeline and why do you feel confident about it?

Well, we have talked about some upcoming releases. We've talked about Battleborn. Of course, we talked about Mafia III. And we have titles that we bring -- been bringing in every year, NBA 2K and WWE 2K. And of course, we have recurrent consumer spending on our catalog. So the market has a lot more visibility and for our company than ever before. We've also said that we expect to be profitable on an ongoing basis, and we've been overdelivering compared to our expectations for some time, pretty regularly. So I hope that gives the market some confidence about our view of our business on a going-forward basis. Also since 2007, we've successfully launched one new hit property every year in addition to bringing back our beloved franchises over and over again. And while there's no guarantee we'll be able to do that, it certainly is our goal to continue to launch new titles and new hits and new franchises, in addition to bringing back sequels of existing franchises. Today, we have 11 titles that -- with 1 individual release have sold at least 5 million units. We've over 40 titles that have sold at least a couple of millions. So it's -- we think it's the best collection of owned intellectual property in the business. So I guess, I'll probably have to use a caveat. Past performance is no guarantee of future success. On the other hand, our strategy speaks for itself. And while we do allow our labels to make product announcements and our products announcements are tailored to marketing, not to analyst calls, we are very proud of our past success, and we think we're well positioned going forward.

Great. And maybe, one follow-up. When you do get some of these blockbuster brands back, the world will have much more digital sales as far as downloads and recurring and other opportunities. Could the margins be higher going forward as these big titles come out?

Yes, they ought to be for a couple of reasons. Recurrent consumer spending is by definition a higher margin business. The shift to digital distribution is a higher margin business. And -- so those 2 things matter. And obviously, catalog is a higher margin business. And as catalog becomes more reliable and a more important part of our business, that is higher margin. So -- Lainie talked about our margin expected in the upper 40s. That's a very significant change from what this company look like just a few short years ago.

Our next question comes from the line of Brian Fitzgerald with Jefferies.

Yes, Timothy O'Shea here for Brian. I'm just wondering, at this point in GTA Online's life cycle, when you release these big content updates, like Ill Gotten Gains or the Freemode Events, what's the impact you see to player engagement and spending? I'm just curious about what kind of uplift you see at this point in time. And then, Strauss, in the prepared remarks you mentioned the -- it's -- you had some optimistic comments just around the higher full-game downloads. I figured it's worthy asking what you're seeing in terms of the percent of games being downloaded? And maybe where you expect that to go over time?

Yes. The effect of new content is it increases engagement, and when we have more engagement, we have more recurrent consumer spending. I guess, that stands to reason. We don't release the actual statistics around that -- the actual data around that. But we do have 8 million or more active users weekly for Grand Theft Auto Online. So it's continuing to outperform our expectations, and we're very gratified by those results. To your question about the percent of purchases that come through digital distribution. For front line, it could be 20% of our revenue. It could be a bit more than that. For catalog, it's a much higher figure. For PC, it's a much higher figure.

Our next question comes from the line of Arvind Bhatia with Sterne Agee.

I was wondering if you guys could talk about some of the emerging growth areas, such as e-sports and virtual reality, and how you see Take-Two potentially benefiting from those areas down the road? And then on WWE, the brand has been strengthening. You guys are having some early success. Wondering if you can maybe talk about how the title has done in terms of growth versus when you first acquired this brand a couple of years ago?

Thanks, Arvind. In terms of potential areas like E-sports, Arvind, are obviously are very different. We were an early -- we made a early bet on e-sports. We had a position in Twitch, which was sold to Amazon. It was very small investment for us, but it was quite successful. We have made our games available for e-sports competitions, but that's been more a marketing experience than it has been revenue generating. We think it's a very exciting space. It remains to be seen what the nature of monetization can be for companies like ours. But it's certainly a good thing, and creating another form of engagement, just speaks to the robust nature of this entertainment experience. And it's just another reflection of how important interactive entertainment is today to consumers. I talked about virtual reality before. There will be virtual reality headsets hitting the market. There will be software hitting the market. It does remain to be same how consumers feel about that, what the nature of an interactive entertainment experience is in VR and how comfortable that experience is. We've said that we're involved in R&D in the space. We find it really fascinating. Our creative folks find it fascinating, but there is not much to said until we see how that market develops. If the market develops in a way that's consistent with the kind of intellectual property we have, we expect to be there, and we expect to do well in it, but I think it's too early to call. And finally, in terms of WWE, it continues to develop well. I'd just like to make the note that the Medicritic scores are significantly higher this year than last. That's gratifying, because we are focused on improving quality of the title. It seems to be doing very well, certainly exceeding our expectations.

Our next question comes from the line of Eric Handler from MKM Partners.

A follow-up on GTA Online, and correct me if I'm misstating you Strauss. I think at the start of the year you talked about in your expectation for GTA Online that you didn't -- the expectation was that revenue wasn't going to grow. Now that we're half way through the year, is -- has the game -- is the game sort of at a stable run rate from where you were several quarters or entering the year? Or has it accelerated or declined even? And then secondly, with NBA Online in China, I'm just curious now that the new NBA season is underway, what's being done differently maybe this season in China? And how that business has been growing?

Yes. I think the answer is both businesses are stable and successful. We're really not talking about changes, except to say that Grand Theft Auto Online continues to perform well and continues to exceed expectations. And NBA 2K Online in China also continues to perform well and is generating revenue and profits, but we're not giving more detail than that.

Our next question comes from the line of Ben Schachter of Macquarie.

Strauss, in thinking about calendar '16, I assume you're not going to talk about any unannounced releases. But aside from continued hardware growth, what are the most important industry dynamics for your business next year? And then, Karl, if you could say WWE, should we be modeling that to grow year-over-year for this year? And then finally, Lainie, the $20 million tax benefit, is that a new addition to guidance? Or was that already in the annual guidance given last quarter?

Yes. It's -- this is Strauss. In terms of the industry dynamics that really are vivid for us, I would say that there is -- when you deliver a title that excites consumers, they seems to like to stay engaged, and that engagement can be monetized in recurrent consumer spending if you do it right. So we're driven by the idea of delighting consumers, and then we focus on monetization, not the other way around. We think it's crucial for a high-quality entertainment company. That's our compact with our consumer. There is no question though that the market is now open minded with regard to ongoing engagement and ongoing spending even after an initial release. The second dynamic that's relevant is the shift to digital distribution, which does generate more margin dollars for us. And it does mean that there's an opportunity for a catalog to remain vivid even if it doesn't make sense to have disks on shelves. So those are both good things. And Lainie will talk about taxes.

For -- the $20 million tax benefit is a new addition to our guidance for the third quarter and for the year.

And Ben, you also asked about WWE. It's Karl. The -- obviously, WW -- the game is -- I mean, we were thrilled the way WWE was launched this year. The game is better than last year. I think both the critics and consumers are touting [ph] that. It's really too early. We obviously haven't announced anything about how we're doing, but we're very excited about it. And WWE 2K15 grew 40% over WWE 2K14, and we think this is a better game. So we're obviously, hopeful and excited about this year.

Our next question comes from the line of Drew Croom [ph] from Stifel.

So as relates to Battleborn, is there a way to quantify the impact to your fiscal '16 guidance, moving that game out of fiscal period? And then, secondly, any updated thoughts on how you intend to address the convert that comes due in about a year here?

For our convert, we have a -- the $250 million convert matures in December 2016. So right now, it doesn't make economic sense to take it out, but we'll evaluate it when it matures and see what the company's position is with our cash and what our potential uses are for it. And we'll make a decision at that time on how we want to close out that convert. The other question on Battleborn, we don't give out specific title by title numbers in our guidance, but our guidance overall went up. We had the tax credit, as we just previously mentioned, but our second quarter did much better than we had expected. Also the forecasts of our other titles for the remainder of the year is very strong, and that more than offset the Battleborn move out of the year.

Our next question comes from the line of Neil Doshi with Mizuho.

This is San Phan in for Neil. A quick question with Civilization Online as you set to get your data. Were there any key lessons you've learned from the experience with NBA 2K Online thus far? And you also haven't mentioned any new games in Asia besides what's in the pipeline, but are you still actively investing in the region? Or maybe titles within the region?

Yes. Obviously, there's enormous learning that we have in our experience with NBA 2K Online in China. But not trying to capture it in a few short sentences on this call, we had no experience in massive multiplayer or no experience in China and no experience in free to play before we launched that title. Now we've a great deal of experience, and we developed it in partnership with a phenomenal company, Tencent. So I would hope that we would apply all of that learning to the launch of Civilization Online, and we are feeling pretty good about it as we head into an open beta. It remains to be seen, but it is looking pretty good. In terms of our commitment to Asia, it remains very strong. It's a growth area. And what's exciting about it is businesses which may be not that interesting in the U.S., for example, massive multiplayer games, a very tough, very competitive, very expensive business in the U.S., can be very interesting opportunities in Asia, which is why we're pursuing them over there. And then with success, we do have the opportunity to bring those around the rest of the world, potentially even including the U.S. So we think the strategy remains sensible. We've done exceedingly well throughout Asia since we opened our headquarters in Singapore a number of years ago.

Okay. Great. And just one final question. Do you have an update on what looks interesting to you now in the M&A market, especially like the King acquisition?

We're in the same position, which is we have a significant amount of cash. We've got a very strong balance sheet. So in addition to returning capital to the shareholders, we just did that. We just bought back about 1 million shares of stock on what now in today's market looks like favorable terms. We have the ability to support organic growth, which has really been the story of around here. We've grown very significantly organically. And of course, we can support inorganic growth as well to the extent that we maintain our discipline and we focus on accretion to shareholder value. And we're very focused on accretion. So there's no update to the strategy. The strategy remains the same. We remain open-minded on the one hand and disciplined on the other.

[Operator Instructions] Our next question comes from the line of Mike Hickey with Benchmark Company.

The -- curious on the 8 million weekly players for GTA Online, Strauss, how that split between prior and current gen? With, I guess, the backdrop that Rockstar has stopped updating the prior gen experience. So I guess, I'm sort of wondering in addition to that question if you anticipate an uplift to GTA V sales over the holiday as perhaps online players transitioned to current gen? And I have a follow-up.

Yes, we're not giving any more detail except to say that the title of GTA V and GTA Online continues to do well and continues to exceed our expectations.

Fair enough. The -- it's worth a short. The -- this may be problematic as a question as well. But curious looking at Rockstar North, in the same article that said 8 million weekly players that came out maybe a month or 2 ago said that there was a fair amount of resources, maybe the majority of Rockstar North was still working on the development -- the ongoing development of content for GTA Online. So curious if you can give us any sort of perspective of the amount of resources from Rockstar that you continue to devote to the ongoing development of that game?

Mike, we don't comment on allocation of any of our resources.

[Operator Instructions] Ladies and gentlemen, we have no further questions in queue at this time. I would like to turn the floor back over to management for closing comments.

And we're pleased that we had another great quarter. We attribute it to continued tight focus on our strategy of being the most creative, the most tentative and the most efficient company in our business. And our results are driven first and foremost by the creativity of thousands of developers, who we're lucky to have here in the shop, and by the many people who support those activities to make sure that we do a great job marketing and distributing their titles and also running our business day-to-day. So once again, thanks to our colleagues, thanks to our shareholders and thanks to those who joined the call today. We appreciate it.

Thank you, ladies and gentlemen. This does conclude our teleconference for today. You may now disconnect your lines at this time. Thank you for your participation, and have a wonderful day.