Greetings. Welcome to Take-Two’s Third Quarter Fiscal Year 2024 Earnings Call. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference call over to Nicole Shevins, Senior Vice President of Investor Relations and Corporate Communications. Thank you. You may begin.

Good afternoon. Thank you for joining our conference call to discuss our results for the third quarter of fiscal year 2024 ended December 31, 2023. 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 will 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 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. These important factors are described in our filings with the SEC including the company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q, 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 GAAP and all comparisons are year-over-year. Additional details regarding our actual results and outlook are contained in our press release, including the items that our management uses internally to adjust our GAAP financial results in order to evaluate our operating performance. Our press release also contains a reconciliation of any non-GAAP financial measure to the most comparable GAAP measure. In addition, we have posted to our website a slide deck that visually presents our results and financial outlook. Our press release and filings with the SEC may be obtained from our website at take2games.com. And now, I will turn the call over to Strauss.

Thanks, Nicole. Good afternoon and thank you for joining us today. I’m pleased to report that we achieved solid results, including net bookings of $1.3 billion. Our performance reflects our unwavering commitment to quality, the ongoing contributions from our outstanding portfolio, which is one of the strongest and most diverse in the entertainment industry, and our immensely talented creative teams. During the period, Grand Theft Auto V, Grand Theft Auto Online, the Red Dead Redemption series and Zynga’s in-app purchases, led by Toon Blast, exceeded our plans, driven by engaging new content, partnerships and activations. This was partially offset by some softness in mobile advertising and sales for NBA 2K24. 2K is implementing measures to enhance performance for the title, such as offering new events and promotions and delivering an exciting and engaging content lineup. We expect lifetime net bookings for the title to be in line with NBA 2K23. Due to these factors, a planned release moving out of the fourth quarter and increased marketing for Zynga’s new hit mobile title Match Factory!, we’re lowering our full year outlook. While the timing of Match Factory!’s user acquisition expense will reduce our profitability in the current fiscal year, we believe that this investment will allow us to grow our audience meaningfully and increase the lifetime value of the Match Factory! franchise. We have always managed Take-Two for the long-term and we have great confidence in our groundbreaking pipeline for fiscal 2025 and beyond, which we believe will enable us to grow our net bookings, increase our scale and enhance our profitability. At the same time, our teams are always looking for ways in which we can operate at the highest level of efficiency, which is one of our core tenets. We’re currently working on a significant cost reduction program across…

Thanks, Strauss. I’d like to thank our teams for delivering another solid quarter and adding to the continued positive momentum of our business. I’ll now turn to our upcoming launches for the balance of fiscal 2024 and beyond. This quarter, Private Division and Evening Star will launch Penny’s Big Breakaway, a 3D platforming game. Private Division will share more news about this exciting release shortly. On March 8, 2K and Visual Concepts will launch WWE 2K24. The title will feature several franchise advancements, including the 2K Showcase...of the Immortals, celebrating 40 years of WrestleMania, four new match types, two new MyRISE experiences and much more. We’re thrilled to build upon our long-standing partnership with WWE and to continue to set new creative benchmarks for this franchise. At The Game Awards in December, Private Division announced No Rest for the Wicked, an action role-playing game from Moon Studios, creators of the critically acclaimed Ori and Blind Forest and Ori and the Will of the Wisps. The title will launch Early Access on PC in the first quarter of fiscal 2025 with a full release on PlayStation 5, Xbox Series X and S and PC thereafter. We will reveal more information about the game on March 1 during the label’s Wicked Inside digital showcase. After 13 years, we are pleased that 2K will return to tennis and broaden its sports offerings with the upcoming release of Top Spin 2K25. Developed by Hangar 13, the title was poised to provide an incredibly realistic and engaging tennis simulation featuring the world’s top players and courts. 2K will share more details in the coming weeks, including an expected launch date. Zynga continues to deliver on their outstanding pipeline with their much anticipated titles, Star Wars Hunters and Game of Thrones: Legends, each slated for global release in calendar 2024. We are encouraged by both games’ performances and soft launch and are confident that they will resonate with broad audiences when they debut worldwide. At the same time, Zynga’s hypercasual studios plan to release a steady cadence of mobile titles for games that has the potential for enhanced retention rates and a mix of in-app purchases and advertising to drive higher monetization and profitability. And as always, our labels will continue to provide new content and experiences that drive engagement and recurrent consumer spending across many of our key offerings. Looking ahead, we remain highly optimistic about what we believe to be the strongest and most exciting development pipeline in our company’s history. I’ll now turn the call over to Lainie.

Thanks Karl and good afternoon everyone. We delivered solid holiday results, including net bookings of $1.34 billion, which was within our guidance range. I’d like to thank our talented teams for their commitment to creativity, innovation, quality and value, which allows us to provide outstanding entertainment experiences for our players across the world. Grand Theft Auto V, Grand Theft Auto Online, the Red Dead Redemption series and Zynga’s in-app purchases, led by Toon Blast, exceeded our expectations. This was partially offset by softness in mobile advertising in NBA 2K. Recurrent consumer spending declined 7% for the period and accounted for 75% of net bookings. This was slightly less than our outlook, driven by weakness in mobile advertising and NBA 2K, which was largely due to the effect of lower unit sales on its in-game monetization. Recurrent consumer spending for Grand Theft Auto Online, virtual currency and GTA+ membership was up notably. During the quarter, we launched several mobile titles, including Top Troops, Match Factory! and NBA 2K24 Arcade Edition for Apple Arcade as well as Borderlands 3 Ultimate Edition for Switch. GAAP net revenue decreased 3% to $1.37 billion, and cost of revenue declined 1% to $688 million, which included an impairment charge of $53 million and $177 million of amortization of acquired intangibles. Operating expenses decreased by 10% to $808 million. On a management basis, operating expenses rose 4% year-over-year and was favorable to our guidance due to lower marketing and personnel expenses. Turning to our guidance, I’ll begin with our full fiscal year expectations. As Strauss mentioned, we are lowering our outlook to reflect the softness we are currently experiencing in mobile advertising and NBA 2K24, a planned release will be out of the fourth quarter and increased marketing for Zynga’s new hit mobile title Match Factory!, which…

Thanks, Lainie and Karl. On behalf of our entire management team, I’d like to thank our colleagues for enabling us to achieve our goals and deliver another solid quarter. And to our shareholders, I want to express our appreciation for your continued support. We will now take your questions. Operator?

Thank you. [Operator Instructions] Our first question is from Eric Handler with ROTH MKM. Please proceed.

Yes, thank you and good afternoon. Wonder if you could maybe give a little meat to the bone, so to speak, with your cost-cutting program. How much cost or net savings have you generated so far? What do you think this next plan could do and over what time?

Lainie will take that.

Sure. So for the synergies with Zynga, we realized over $100 million in savings and the original cost-cutting program that we announced previously was over $50 million. So we do expect this plan to enhance our margins, both by reducing costs from our existing cost base and avoiding future costs and they will be incremental to these other cost-cutting programs that we had and even more robust than the prior cost reduction program. And next quarter, we will be in a position to give a little more details on the plan.

Helpful. And then with regards to the advertising weakness that you are seeing, is that all related to what’s going on with the hypercasual business or does it extend also to in-game advertising for casual games?

This is Strauss. So it’s basically the hypercasual business, and we’re really optimizing the business from profitability. So there’s always a balance. We’re also seeing that we can actually have in-app payments in our hypercasual business. So it’s really moving to a hybrid model, and we’re very excited about that. There’s great opportunity in that business.

Thank you.

Our next question is from David Karnovsky with JPMorgan. Please proceed.

Thank you. I guess, first, with some of the momentum and investment for Match Factory! and the game delay, is there any update to your fiscal ‘25 or ‘26 forecast?

Lainie is going to take that.

Currently, it’s the middle of our budgeting process. At this time, the number is tracking a little above $7 billion for net bookings for the year and given the typical shifts and tweaks that occur in our forecasting process. And this amount is still huge growth over this year. And our pipeline is groundbreaking for next year and beyond, and our teams are making excellent progress on game development. And nothing material has changed with regard to the lifetime value of our portfolio. And both will provide our initial outlook for fiscal year ‘25 when we report our Q4 and full year fiscal year ‘24 results in May.

And then just on Match Factory! It looks to be the most substantial new launch for Zynga since the acquisition. Want to see if you could speak kind of more broadly to the process of launching new mobile games, whether this reflects any kind of broader improvement in UA or content generation there? Thanks.

I think so. I mean, I’ve said repeatedly in the past few years that the hardest thing that anyone in the industry can do is create a new mobile hit. It’s super hard. And so much so that one of our big competitors just decided they weren’t going to try it anymore. It was off the table. We stuck with it and so did some of our competitors. So clearly, the market’s becoming more receptive and more reactive. There’s a big title from one of our competitors, Monopoly GO!, which is a huge hit. And we’re gratified obviously here to see so much traction already in Top Troops and Match Factory!. And Match Factory!’s already a top 30 title in the U.S. and UK Apple App Stores with lots of continued traction in the rest of the world, and it’s really just beginning. We are supporting the title in the quarter, and that’s not money that we could possibly recoup in the quarter. So to put some color around the guidance change, that’s really good news, not bad news. That’s going to be a very profitable expenditure that will come back to us in the next fiscal year. Because of the way we structure UA, we structure for relatively quick paybacks compared to the industry because we’re conservative. So I do think – look, I think the team in Zynga is doing a phenomenal job delivering great properties. It starts there. It always starts there. And yes, I also believe the market’s becoming more reactive. Remember, the market was down for the first time in its history in 2022, and it was flattish after that. And there were no new hits for years from us or anyone else. That’s clearly changing. I think it puts further evidence on the table that being exposed to mobile through the Zynga acquisition was a really, really good thing for this company, and we’re highly optimistic going forward.

Thank you.

Our next question is from Doug Creutz with TD Cowen. Please proceed.

Yes. I wonder if you could be a little more specific relative to the guidance cut to the fiscal year, how much came from the title delay on the top line versus the other factors you cited. And to what extent the delay of the title out of the year might have impacted your operating income? Because presumably you will be marketing for it less. Thank you.

Lainie?

So for the full year, when you look at the changes that we made to the fourth quarter forecast, the biggest drivers were towards the user acquisition spend and marketing for Match Factory!, then the lower mobile advertising that we were seeing, updating expectations for NBA 2K24 and the shift of an unnamed title out of the year. So those are the top four primary reasons for the change.

In that order?

Yes, that was the order of magnitude.

Okay.

Our next question is from Andrew Marok with Raymond James. Please proceed.

Hey, thanks for taking my questions. Good commentary on the Netflix tie-up with the GTA Trilogy. I guess going back to maybe how that came about, what made you guys want to partner with that kind of fledgling mobile gaming platform and be one of the first major third-party titles out there?

Look, we have to balance all the different elements that go into choosing how, where and when to distribute our titles. And as our titles enter the catalog, we can be flexible about how to distribute. We tend to support all emerging platforms as long as they serve consumers and as long as the terms under which we support the platforms make sense to us.

Great. And then maybe a little bit more of an esoteric question, but interested to maybe dig into that hypercasual commentary. Is there anything that’s maybe changed in the last few months or quarters with player behavior in hypercasual games that they’re now willing to do in-app purchases?

All about quality. I think Rollic has been really focused on making more and more robust titles. Remember, hypercasual came about as a business where you’d actually look at hundreds of games a month and put them out into the market and see what would stick and then a game would stick for 3 months and then roll off. And what’s happening now is Rollic has title. Rollic, we believe, is a leader in the space, has titles that are much more durable and long-lasting and turning into games that could be games that last for years. We hope that, that will happen. And as those games are more durable and offer more playing value to consumers, there’s an opportunity in certain of those games to have in-app purchases, so really, moving from hypercasual to hybrid casual. But it’s all about quality and meeting the consumer where they are. And the story of the entertainment business is always a move to quality. And remember, we’re still, in many ways, in the nascent business. Interactive entertainment is roughly 30 years old, mobile’s roughly 12 years old, and these are early-stage businesses. And they started off as glorified toy businesses and then they turned into entertainment businesses and now they’re year-round entertainment businesses. All of that’s great news for a company like ours. We are the number two pure-play interactive entertainment company on earth, and it’s still early innings. And we’re seeing a lot of movement in mobile. Our 3-part strategy includes the word innovation. And innovation means that even if you start as hypercasual, if consumers want you to go upmarket and give them something that’s deeper and more compelling and more long lasting, you have to be there to do it. I would say our hypercasual team, led by Barak Verdal in Istanbul, is first class.

Great. Appreciate the detail.

Our next question is from Benjamin Soff with Deutsche Bank. Please proceed.

Hey, guys. Thanks for taking the question. A follow-up on the GTA Trilogy for mobile. Does this provide a blueprint for how to bring more of your titles to mobile in the future? And just curious if you see an opportunity for additional partnerships with Netflix for additional mobile titles going forward as well? Thanks.

We – I’m not sure this is a model for mobile distribution, because ultimately, it all depends on how you define mobile. We think of mobile as a game that you typically play on your phone, and we have a big portfolio of games like that. And we’d love to do more with Netflix, who wouldn’t, as long as the consumers are happy to be there and as long as the economics of those arrangements make good sense.

Our next question is from Drew Crum with Stifel. Please proceed.

Okay, thanks. Hi, guys. Good afternoon. So on NBA 2K, I think it was enjoying some pretty strong engagement in RCS trends into the early part of fiscal 3Q, at least. Any thoughts or explanation around what transpired thereafter? And just any more additional color you can give us in terms of your expectations for fiscal 4Q.

So – I’m sorry. Sorry, Strauss. The NBA has – the game has been incredible for NBA 2K24, and that continues to be the case. We still have very strong momentum around RCS, also driven specifically by our Season Pass. The Gen 9 SKU is performing incredibly well. We’ve got double-digit growth over 2K23 at this point. Yet, the real story here is that Gen 8 is actually underperforming our expectations. And I think as people transition more towards Gen 9 and experience all that NBA, the franchise, has to offer in the Gen 9 SKU, then you’re going to see continued growth in that franchise. So we feel really great about where the engagement is. Engagement in the title is fantastic. It really is – any sort of softness that we’re seeing is really a story about the Gen 8 product at this point.

Okay, thanks.

Our next question is from Martin Yang with Oppenheimer & Company. Please proceed.

Thank you for taking my question. The two-part question regarding GTA trailer’s reception, do you see a meaningful uplift for themselves due to the trailer performance on YouTube? And then given that strong performance, do you think that – could be future marketing events for GTA could be planned in conjunction with potential updates from other games, GTA, Red Dead? Does that change your view on how to market to GTA VI in the next 12 months?

Look, we’re really gratified that the announcement of the trailer was a huge event online, and then the trailer debut between YouTube and other marketing partners set a record for a video to view. So we couldn’t be happier or more excited by the initial trailer. And I do think that excitement around GTA VI has had a halo effect on the entire franchise. We’ve now sold in 195 million units of GTA V, and GTA Online continues to perform above our expectations. So I do think all things GTA lead to more excitement. As far as the marketing programs, I think Rockstar is particularly expert in marketing their titles and, I think, is considering all the appropriate angles.

Got it. Thank you. And then another question regarding marketing is we’ve seen Judas and Top Spin with trailers and the revealers or teasers without a release date. Is there overall philosophy to market new games change? Or is it still largely based on studio level decision on when they will release or announce the release dates for new games?

Marketing is really driven by our labels and our studios, and we don’t have a fixed march to a release from particular marketing needs.

Thank you.

Our next question is from Timothy O’Shea with BMO Capital Markets. Please proceed. Timothy O’Shea: Yes. Thank you for taking my question. Back on Grand Theft Auto. We’ve spoken about the Grand Theft Auto trailer. My question is really, is there a way to quantify or maybe compare what you saw in terms of all this anticipation for GTA VI compared with how the level of anticipation that you saw for GTA V ahead of that games announcement? And then I had a follow-up.

It is possible to do research around that. And our sense is that the anticipation is much higher, much, much higher. On the other hand, 195 million units to date is nothing to sneeze at. So we stopped well short of making predictions about how the title will do, but clearly, anticipation is running very, very high. Timothy O’Shea: Yes. Thank you. That’s very helpful. And then just quickly, can we talk about how you make the decision about when to launch a game like Grand Theft Auto VI, like who makes the call, what motivates them? Assuming this is game quality, game finish polish, maybe there’s a desire to hit a specific launch window or really anything else that might influence Rockstar’s decision about the timing of when to launch this game. Thank you.

We’re seeking perfection. And when we feel we’ve optimized creatively, that’s the time to release. So – and we’re all in this together. In terms of motivations and incentives, the financial incentives of everyone who works at this company are aligned with those of the shareholders. So we essentially have – call it what you will, we have profit sharing plans throughout the company at the operating level. And at the senior level, compensation is driven largely by TSR. So our goal is to align the interest of everyone who works there with the interest of the shareholders. That keeps us all pointing in the same direction. So you are right, there is inherent tension potentially between getting something to market and creating perfection, but this company errs on the side of perfection. Timothy O’Shea: Thanks, Strauss. Yes, anticipation is pretty high around here too. So we look forward to seeing again.

Our next question is from Mike Hickey with Benchmark Company. Please proceed.

Hey Strauss, Karl, Lainie and Nicole. Thanks for taking our questions. Lainie, just curious on your updated ‘25 view, I think this is two quarters it’s come down a bit, maybe now more than the last quarter. And I think I heard you said that maybe ‘25 and ‘26 is sort of the same. So, any color you can give us in terms of sort of bridging where you were for ‘25 versus what you are thinking now? And if in fact you are still thinking ‘25 and ‘26 together is kind of where your original guidance was. And then on the cost cutting, obviously, we are seeing a lot of that in the industry. I don’t know if it’s unprecedented trials or not, but no doubt, it’s significant. And you have already gone through one round. Just sort of curious your motivation here to take another sort of big cost reduction, especially given what it look like, the next 2 years, you are going to have pretty significant growth given your pipeline coming to fruition. Thanks guys.

Lainie?

Hi Mike. So, for fiscal year ‘25, as I mentioned, it’s really driven by changes in the release schedule. And obviously, that will move some of the titles out into years going forward because the lifetime value of our portfolio hasn’t changed. So, we should – we do expect to see growth in fiscal year ‘26 over ‘25, so that hasn’t changed. So, it’s just a regular process of re-forecasting and updating the business. And this time, we are working on our budget. So, that’s where the numbers are falling out.

And Mike, in terms of cost reduction, as I have said and as you know, we have a three-part strategy that’s supported us well through thick and thin. And that is, first and foremost, to be the most creative company, also to be the most innovative and, finally, always to be the most efficient company in the entertainment business. And that’s a big challenge. And we mean it, and everyone here means it. And I think that it’s time to take another look at efficiency and make sure that everyone is focused on the things that really matter and only the things that really matter and put ourselves in a position where we have the opportunity for great operating leverage as these titles come to market and as the revenues flow through the system.

Thanks guys.

Our next question is from Brian Fitzgerald with Wells Fargo. Please proceed.

Thanks. Strauss, I just wanted your opinion on this recent Disney and Epic deal. Obviously, you have your own strong IP, but we are just curious how you think that might impact access to license IP maybe for the industry at large, if we continue to see this type of tie-ups? Thanks.

It’s a good question. I only know what I read in the release and what you also read. What I read was that they are making an investment in a leading company, Epic, which is – obviously has a spectacular franchise in Fortnite. And then there was some talk around sort of creating a Fortnite/Disney ecosystem. And I don’t know exactly what that means, but I am not betting against my friends at Epic or Disney. And I wish them well. So, I guess it remains to be seen, but they are two fine companies. I think anything that’s good for consumers and it creates excitement in our industry is good for Take-Two because it keeps people engaged with the properties that we bring to market, and we have the best collection of owned intellectual property in the business, bar none. And we are the number two player in the space, so – and we would like to go from here. So, I see it as a net positive for the business, and we will see how they do with it. But I am certainly not betting against them.

Thank you. Appreciate it.

Our next question is from Omar Dessouky with Bank of America. Please proceed.

Hi. Thanks for taking the question. Back in May, on your fourth quarter call, you gave a $1 billion operating cash flow guide. And since you have updated us on the fiscal ‘25 top line outlook, I was wondering if you could also update us on the fiscal ‘25 operating cash flow outlook and any puts and takes around that? And then I have a quick follow-up.

Great. That’s Lainie.

So, Omar, we haven’t updated that number. We are still working on our budget right now. We would expect that number to change along with the release schedule changes, and it will depend on when the titles are released during the year of when the – a UFCF will be collected.

Okay. So, maybe riffing off of Brian’s question about kind of Epic and Disney, thinking about Grand Theft Auto online, do you see any potential for Grand Theft Auto to be a trans-media property, which maybe involves brands and IP from franchises outside of Take-Two? Yes, that’s the question.

Yes. Look, we really do prefer that our labels talk about what’s going to go on in the title creatively. And I could riff endlessly and share my opinions, but I prefer to hear from Rockstar. And they will talk about what’s coming in due time.

Appreciate it. Thank you.

Our next question is from Chris Shaw with UBS. Please proceed.

Great. Thank you for taking the questions. Just going back to the Zynga deal, at the time, you had talked about revenue synergies that would come through in time. Can you just remind us where those initiatives stand today and how your thoughts might have evolved since you closed the deal? And then second question, just any early learnings you can give us on the iOS fee changes in Europe and how this might inform your mobile strategy going forward? Thanks.

Yes. I mean we have made great progress across the-board, including on the revenue side. The biggest area of synergy so far has been our direct-to-consumer initiative, which is a collective initiative to offer the consumer the ability to purchase in-app currency for mobile games directly. And that’s been exceedingly successful, rolled out very quickly and quite profitable, and there is a lot more upside to come. There are numerous other areas on which we are making progress. We are kind of ticking the box with that one by itself. And in terms of game store changes, this will – there is a lot of moving parts here. And some of the decisions you mentioned in Europe and some of the decisions in the U.S. are contradictory. So there is a lot of dust left to shake out. But on balance, I remain of the view that I have stated years ago that distribution costs will come down meaningfully. They already are.

Great. Thank you.

Our next question is from Clay Griffin with MoffettNathanson. Please proceed.

Great. Thanks. Good afternoon. Curious if you guys have a reaction to speculation. I suppose that Microsoft maybe looking to take some of the titles that were formerly exclusive to the Xbox platform and making those more widely available. It seems at least part of that rationale, if it’s true, maybe around just the cost to develop big titles. And Strauss, love to get your thoughts on particular areas of development that are particularly sticky as it relates to cost? Thanks.

Well, the big console titles are expensive and time-considering to create. And if you want to make the very, very best, it takes a long time and it costs a lot of money. I really don’t want to speak for Microsoft and their strategy. There has been a lot of noise around that lately. I have no doubt that they will express where they’re heading. I would just say that if you take a look at their market cap now compared to a few years ago, you don’t want to bet against that management team.

Great. Thanks.

We have reached the end of our question-and-answer session. I will now turn the call back over to Strauss for closing remarks.

First, as always, I want to thank our teams for delivering such great work, with such extraordinary commitment. Everything that goes on here is a team effort and we are all aligned, all in this together and all working to do our level best to create the best entertainment for our consumers and to do it within the four walls of superb company with a great culture. I also want to thank our shareholders for their continued support. We are really excited about what is to come. Thanks for joining us today.

Thank you. That will conclude today’s conference. You may disconnect your lines at this time and thank you for your participation.