Todd Greenwald Jesse Sutton - Chief Executive Officer and Director Michael Vesey - Chief Financial Officer and Principal Accounting Officer

Edward M. Woo - Ascendiant Capital Markets LLC, Research Division John Taylor Darren Aftahi - Northland Capital Markets, Research Division Adam Krejcik - Roth Capital Partners, LLC, Research Division

Good afternoon, and welcome to the Majesco Entertainment Second Quarter 2012 Financial Results Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Todd Greenwald, Director of Investor Relations. Please go ahead, Mr. Greenwald, the floor is yours, sir.

Thank you, and good afternoon. I'd like to welcome you to Majesco Entertainment's conference call. Before we get started, I'd like to remind you that the call is being recorded and the audio broadcast and replay of the teleconference will be available in the Investor Relations section of the company's website. As a reminder, this call may contain forward-looking statements, including statements regarding management's intention, hope, expectations, representations, plans or predictions about the future. Such statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results or actual future results to differ materially from the expectations set forth in the forward-looking statements. Factors that could cause actual results to differ materially are specified in the company's annual report on Form 10-K for the year ended October 31, 2011, and other filings with the SEC. The company does not undertake and specifically disclaims any obligation to release publicly the results of any revision that may be made to any forward-looking statements to reflect the occurrences of anticipated or unanticipated events or circumstances after the date of such statements. To facilitate a comparison between the reported periods, the company has presented both GAAP and non-GAAP financial measures. GAAP financial measures include expenses related to non-cash compensation, changes in the fair value of warrants, severance costs and the benefit from the sale of certain state income tax benefits derived from net operating losses. Operating income, net income and diluted income per share have been adjusted to report non-GAAP financial measures that exclude these items. These non-GAAP measures are provided to enhance investors' overall understanding of the company's current financial performance and the company's prospects for future. These measures should be considered in addition to result prepared in accordance with GAAP, but should not be considered as a substitute or superior to GAAP results. A reconciliation between GAAP and non-GAAP financial measures is included in the press release issued earlier today. With me on the call are Jesse Sutton, Chief Executive Officer; and Mike Vesey, Chief Financial Officer. I'd now like to turn the call over to Jesse.

Thanks, Todd. I'll open the call with some highlights and an overview of our performance in the second quarter. Mike will follow with a financial review, and I'll conclude with an update on our product slate for the rest of the year, after which, I'll be happy to take questions. Despite facing a very challenging retail environment, we are pleased to report that Zumba Fitness continues to sell, and we delivered another profitable quarter in Q2. While we anticipate the current slowness for the industry at retail to continue throughout next fiscal quarter, we're excited about our upcoming release slate and expect another strong holiday season for Majesco. In the second quarter, we reported revenue of $30.4 million, down 5% from last year. Keep in mind, according to NPD, the U.S. software market declined roughly 30% over that same time period. Our gross margin of 40% was up from 35% last quarter, and off slightly from 42% a year ago. Finally, we reported non-GAAP earnings per share of $0.07 compared with $0.13 a year ago. I'm happy to report that Zumba Fitness sales remain healthy and continue to drive our business. Zumba Fitness have now sold over 7 million units worldwide, driven by both new releases and continued catalog sales. Zumba Fitness Rush was launched exclusively on the Kinect platform during the quarter, and it's off to a good start. In April, Zumba Fitness Rush was a #2 best-selling Kinect connect title overall. In fact, Zumba Fitness is now the second largest fitness franchise in the entire videogame industry, as well as the best-selling fitness franchise on Kinect. Also, Zumba Fitness Rush has been incredibly well-received by the media garnering several strong review scores, making it the best reviewed Zumba game to-date. We are encouraged by this and believe this bodes well for this fall's release of Zumba Core, which will be created by the same developer that did Zumba Fitness Rush. Looking forward, we are very excited about our unique and innovative lineup of games slated for the holiday season. From NBA Baller Beats to Zumba Fitness Core. From Double Dragon to Hello Kitty and from Mini Park on Facebook to 3 to 4 new mobile games for iPhone, iPad and iPod Touch. There's a lot to be excited about. With that, I'd like to pass the call to Mike Vesey, our Chief Financial Officer, to provide the financial review of our second quarter of 2012 results, then I'll come back to talk about our pipeline for the rest of the year. Mike?

Thanks, Jesse. First, I'll recap our results for the second quarter, then close with some comments about our outlook for 2012. As I discuss our financial performance compared to the prior-year, I will use non-GAAP results in both periods. Revenues for the 3 months ended April 30, 2012, were $30.4 million, The decrease of 5% from a$32.1 million reported in the comparable quarter last year. The decrease was primarily due to the timing of the release of our Zumba Fitness products. I'll review the timing of our major titles. First, both the initial 2011 Zumba Wii title and the fiscal 2012 sequel were launched in our first fiscal quarter. However, we relaunched Zumba Fitness 2 with larger initial order quantities resulting in a higher percentage of sales being reflected in the first fiscal quarter. Second, the sequel to Zumba Fitness for the Microsoft Kinect, the Zumba Rush, was released in the second fiscal quarter of 2012. Zumba 1 for the Kinect was released in the first fiscal quarter of 2011. Third, in Europe, Zumba 2 for the Wii was launched in our first fiscal quarter of 2012, compared to the second fiscal quarter of 2011 for the Zumba 1 launches in Europe. In the second quarter of 2012, international sales were $6.5 million or 21% of revenue. This includes licensing fees related to products and territories for which we license manufacturing rights to another publisher and product sales for Zumba 2 on the Nintendo Wii and Zumba Rush for the Kinect, which we sell under a distribution agreement in the United Kingdom and other English-speaking countries in Europe. Comparably, in the second quarter of fiscal 2011, international sales were $3.2 million or 10% of revenue. In total, sales for Zumba Fitness products accounted for approximately 86% of sales compared to 75% in the same quarter in the prior year. Our gross margin for the quarter was 40% compared to 42.5% in the same period a year ago. The decrease was primarily due to the increased price promotions and licensing royalties on our products. On a non-GAAP basis, operating expenses increased approximately $1 million to $9 million, primarily due to increased selling and marketing expenses of $2.1 million related to a joint marketing program with Microsoft on the launch of Zumba Rush, partially offset by lower write-offs on canceled game projects. In the second quarter of fiscal 2011, we recorded a charge of $1.4 million, tp canceled game projects in development, mostly related to changing prospects for new gaming consoles and handheld devices, compared to only $200,000 at such charges in 2012. Research and development expenses decreased $1.7 million in the quarter down from $2 million for the comparable period in 2011 due to lower third-party development costs related to our online games business. This fluctuation is largely due to timing as we expect our online expenses to increase on a full year basis. General and administrative expenses increased approximately $300,000 to $2.3 million. As a result, we reported non-GAAP net income of $3 million compared to non-GAAP net income of $5.4 million in the prior year. Non-GAAP diluted net income per share for the quarter was $0.07 compared to $0.13 for the same period last year. Now reviewing our year-to-date results. Revenue for the 6 months ended April 30, 2012, were $96.6 million, an increase of 20% over the $80.6 million reported in the comparable period last year. The increase is primarily due to the increased European sales of our Zumba Fitness products. International revenues increased to $23.2 million from $3.3 million in the same period a year ago. As I already discussed, 2 factors impacted our European results to date. One, our European Zumba sequel products were released earlier in our current fiscal year then in 2011. And 2, we sell finished goods through a distribution agreement in certain markets in fiscal 2012 when the prior year, we licensed manufacturing rights to another publisher in all markets. Overall, sales of Zumba products accounted for approximately 80% of our sales during the 6-month period, compared with 67% a year ago. Our gross margin for the 6-month period was 36%. This is down from 41% in the same period a year ago. The decrease is primarily due to lower gross margins on our new release titles in our first fiscal quarter. Launches of new title carry a higher risk of loss than sequel products and several of our newly released titles in the first fiscal quarter did not perform as expected. Operating expenses were $24 million, an increase of $4.7 million from the prior year. Approximately 3 quarters of the increase was due to increased marketing costs associated our Zumba Fitness releases, as well as higher sales commissions on other variable costs associated with increased sales volumes. Remainder of the increased expenses were the result of increased R&D costs associated with the internal development of online games. As a result, non-GAAP net income for the 6-month period decreased to $10.3 million compared to $12.8 million in the prior year. Non-GAAP diluted earnings per share for the 6 months decreased to $0.25 compared to $0.33 in the same period last year. Turning to our balance sheet, we closed our second fiscal quarter ended April 30, 2012, with $31.7 million in cash and equivalents and additional $6 million in advances available to us under our factoring agreement, leaving us with total cash and availability of roughly $37.7 million. Our total net cash provided by operating activities for the 6 months ended April 30, 2012, was $19.5 million, compared to $14.7 million during the same period in the prior year, reflecting strong holiday results in each year. As of April 30, we had approximately $5.5 million invested in capitalized software development and prepaid royalties, with another $5.2 million committed to complete games in progress. We have $5.5 million of inventory compared to $7.6 million in the second quarter of 2011. Now for our 2012 outlook. We continue to expect sales of approximately $130 million to $140 million for the fiscal year, compared to $125 million in fiscal 2011. We expect this to result in non-GAAP EPS in the range of $0.20 to $0.30 compared to $0.28 in the prior year. This range is $0.05 lower than our previous guidance reflecting anticipated softness in the retail market during our third fiscal quarter. We continue to expect to invest approximately $4 million to $5 million in our Social and Mobile games business during the year which impacts our earnings per share by approximately $0.10 to $0.12. So in summary, we reported another profitable quarter after increasing our marketing spending by approximately $2 million over the prior year, and our current expenses of approximately $1 million in building our online game business. We've increased our revenues year-to-date by approximately 20% and reported net cash from operating activities of $19.5 million leaving us with a strong balance sheet with $31.7 million in cash and equivalents at the end of the period. While we expect retail sales in the third fiscal quarter to be lower than the same quarter last year, we look forward to the launch of NBA Baller Beats and Zumba Core on our fourth fiscal quarter. I'll now turn the call back over to Jesse.

Thanks, Mike. I'll now provide some comments on our lineup for the rest of the year. As we've said before, our 2012 holiday lineup is going to be much more focused than in years past. We are preparing a smaller release slate, but one that is more concentrated on fewer, bigger and higher-quality titles. In short, we're putting an enormous amount of effort and resources behind NBA Baller Beats and Zumba Fitness Core. This September, we will debut NBA Baller Beats, the first-ever full body, motion based NBA licensed video game that lets you perform like a pro using a real basketball. This fun, high-energy, and first-of-its-kind, participative basketball videogame will be available in stores exclusively on Kinect for Xbox 360 in just a few short months. Already, the Seattle Times has called NBA Baller Beats the motion game of the year, while Family-Friendly Gaming has given it the silver award for best sports game of the year. NBA Baller Beats gets players on their feet using a real basketball to master ballhandling skills by dribbling and performing moves to the beats of a slamming soundtrack. Master crossovers, pump fakes, behind the back, around the world and more as you balance the ball to the beat of 30 licensed tracks that span across decades and genres, including hip-hop, rock, and old-school classics. The game soundtrack features today's greatest artists like Kanye West, L.M.F.A. O., Common, Janelle Monet, as well as classic favorites like Young MC, Run DMC, Onyx and many more. We just got back from the E3 Expo in Los Angeles where NBA Baller Beats was fully playable for all attendees, and the response, was incredible. Free time NBA All-Star point guard, Deron Williams, the actual cover athlete for the game, was there in our booth, showing off his skills, playing the game, as well as NBA legend and TNT commentator, Kenny Smith, and NFL Super Bowl champion, Michael Strahan, which is a real thrill. Kred, which measures social media influence, ran a report on E3 of its greatest influencers and NBA Baller Beats was the #1 videogame and #3 of the top of outreachers. When the game hits retail shelves this September, it will come packaged with an officially license NBA game day replica ball from Spalding, retail for $59.99. We are very excited and encouraged you to learn more about the game by going to nbaballerbeats.com. We are continuing to evolve our leading Zumba Fitness franchise with a unique thematic in our sales and marketing opportunity. With 7 million units sold worldwide, Zumba Fitness is now ranked as the #2 best-selling fitness game franchise of all time, second only to Wii Fit, which sold over 20 million copies of pioneered the category. Launching this October, Zumba Fitness Core features choreography specifically designed to deliver tight and toned abs, as well as an effective total body workout. We know from research that the #1 area women want to transform is their abs, and Zumba Fitness Core is the first and only videogame to implement this consumer-driven feature. The Core focus is -- in addition to content fans have asked for, more licensed tracks, new dance styles, and additional fitness features designed to maximize your total body at-home workout. To quote Jeffrey Pearlman, Chief Marketing Officer of Zumba Fitness, "The days of consciousness are over. Zumba Fitness Core takes a new approach. Participants are standing up, rocking out to amazing music and getting the most effective ab sculpting workout in the market." Zumba Core was also recently on display in E3 where it won the Gold award for best Xbox 360 award from Family-Friendly Gaming. Zumba Fitness Core were launched this fall on both the Wii and Kinect. In addition to these 2 big tentpole titles, we also have fun and compelling content such as Harley Pasternak's Hollywood Workout, Hello Kitty Picnic, and 3 different Cooking Mama combo pack for the DS and Wii. Harley Pasternak's Hollywood Workout provides players with the direct access to Harley Pasternak himself, the trainer behind many of Hollywood's hottest bodies, including Lady Gaga, Megan Fox, Katy Perry, Jennifer Hudson, Robert Pattinson, and Kanye West and many, many more. The secret is Harley's 5 factor fitness program that requires just 25 minutes a day, 5 days a week. Run, jump, squat, and workout in stylish A-list environments, including a beachfront condo, downtown L.A. loft and Hollywood Hills home. We're also looking forward to the return of pop icon Hello Kitty, as she will make her Nintendo 3DS debut and Hello Kitty Picnic with Sanrio friends. So, with loads of fun, fun activities and super cute collectibles, Hello Kitty Picnic with Sanrio friends is set to launch in North America this holiday season. Finally, we'll be rereleasing some of our best-selling Cooking Mama titles in a two-for-one value pack which should make great gifts and take advantage of the large install base of the Nintendo DS and Wii. Our Cooking Mama franchise has grown from 1 genre defining game in the Nintendo DS into a 13 million unit still triumphs across multiple platforms, and these Mama Combo packs combine these classic experiences to offer new fans, Mama's best content at an unbeatable price. Finally come our online games business continue to advance forward. Mini Putt Park, our first internally developed social game is now out in the open data on Facebook, and we are getting ready to launch it on a larger scale very soon. Next, we plan to release at least 3 to 4 mobile titles this fiscal year, but at least half of our titles launching with the free to play model business model. In fact, we just announced today the first 2 of these mobile titles will be coming later this summer to iPhones, iPads, and iPod Touches everywhere. Sci-Fi heroes is our first internally designed mobile game and will be available later this summer. It is a free-to-play interstellar adventure that gives players of all ages the chance to lead a team of combat specialists to victory over a galactic evil empire. With its exciting and innovative gameplay, and incredibly co-op fun, Sci-Fi heroes is a perfect title to show what Majesco's new Mobile and Social offerings strive for. We also just announced Legends of Loot, which takes players on an unlikely quests through mysterious mazes, diabolical puzzles and dangerous traps. This dungeon crawler RPG will launch in the app store later this summer. And lastly, we are continuing to bring great classic content to Xbox LIVE and PlayStation Network, as this summer, we will launch Double Dragon: Neon, on those downloadable platforms. We have once again partnered with WayForward, the award winning team, known for bringing franchise favorites, including BloodRayne: Betrayal back to audiences in exciting new ways. And we are thrilled for the developer to put its signature spin on the father of all brawlers, Double Dragon. In summary, we are pleased to have delivered significant revenue growth in the first half of our fiscal year with healthy profits and a positive cash flow, all while investing in and building an online business, so we're well-positioned in both the social and mobile stages. We are very excited about the potential for both NBA Baller Beats and Zumba Fitness Core, and look forward to sharing more details about the games with you in the coming months. That concludes our formal remarks. Operator, if you can review the Q&A instructions, please?

[Operator Instructions] The first question we have comes from Edward Woo of Ascendiant Capital. Edward M. Woo - Ascendiant Capital Markets LLC, Research Division: Yes. It was good to see you guys out at E3 last week. I was just curious heading out of E3, we didn't get some of the price cuts on some of the consoles, and we didn't get information on the possible new 360 or PS3. What do you think is the health of the industry right now, and do you think that that's going to affect sales heading into this holidays?

I think, if you had to -- let me back up, first of all, as far as price cuts in any of the existing platforms, I think those were the kinds of things you'll usually hear a little more closer to the holiday season. As far as the overall industry is concerned and the lack of new NexGen consoles, I think for PlayStation and Xbox that have been announced, I think what you're seeing this year is real high-quality products being brought to market. Obviously, some of the biggest franchises are coming to market this year. And I think the focus is going to be on -- for Microsoft, it's going to be on those kinds of franchises, as well as the Kinect and hopefully, games like Baller Beats and Zumba. I think for the Wii, the Wii still continues to sell in the market. I think what you could imagine would happened this year, as Nintendo launches the Wii U, which is a platform that we're very excited about that the promotional opportunities on the Wii will be many, and that should accelerate sales at holiday time for the top products that sell on Wii. So we think that'll be very helpful to us, as well as similar kinds of promotions on the DS and 3DS platforms, so we think that'll be very helpful to us. So this year will be a year that we think will be a good transition year for the industry, but a year that also creates opportunity for really innovative exciting products. Edward M. Woo - Ascendiant Capital Markets LLC, Research Division: Great. Have you guys made any significant investment in some of the new consoles, either the Wii U or the consoles to be announced?

No. Historically, Majesco has been developing games in all platforms throughout its history. So as you can imagine, we are looking at the new platforms whenever we get the opportunity to.

The next question we have comes from John Taylor of Arcadia Investment.

I've got a couple of questions as well. Let's do them one at a time, maybe. Was there any significant impact on the gross margin percentage due to the shift from royalty bearing to direct sales in Europe?

Not significant on the overall. The -- it's a higher revenue and a higher profit per unit with a slightly different profit margin, but on the overall numbers, it didn't have a material impact.

Okay, great. And then as you're looking at the revenue guidance for the year, I wonder if you could give us a sense of what you baked in as a percent or a range or something specifically for the Wii?

Yes. The -- it's not going to be materially different than our numbers today. So roughly, to-date, we're getting 60% of our revenues from the Wii. If you look at our fourth quarter, there'll be 2 big impacts on that. One is going to be a pretty big Wii product with Zumba Core, and the other one is going to be a pretty big Kinect product with Baller Beats. But we're not projecting beyond midline success in our guidance on either of those percentages will be roughly what they are now. If either one of them breaks out beyond what we anticipate, then that would move the needle on the percentages.

Okay. So at this point you're still thinking of Zumba as being mostly a Wii or higher -- or more than 50% of Wii rather than Kinect?

Yes, for at least one more season, we think the Kinect hasn't shown that it's based on currency that it's going to overtake the Wii volume.

Right, right. Yes, different user base there. And then, okay, in terms of your development budget, I wonder if you -- remind me or maybe haven't said, but how much are you carving out for the free-to- play Mobile and Social type games of the -- this year kind of what the step up is in dollars?

Yes. We are going to spend, in total, between $4 million and $5 million developing those games. Some of them we do in-house in our studio up in Foxworth, Massachusetts. We have about 15 to 17 people there, and some of the mobile games we're doing with outside contractors. So it's, in average, a little over 1 million per quarter.

The next question we have comes from Darren Aftahi of Northland Securities. Darren Aftahi - Northland Capital Markets, Research Division: Just 2 things. One, could you kind of go over timing on launch of games again, kind of write off that international and domestic launches of Zumba platform on platform. And then in terms of your Mobile games, are you beta testing these in any sort of foreign app stores before they get launched on domestic or what I was thinking there?.

Sure. So as far as the launch, the holiday launches, we talked about NBA Baller Beats, which launches in September, and Zumba Core, which launches in October, Harley Pasternak which launches in -- around October, and then Hello Kitty and the Cooking Mama franchises, we just talked about them being holiday launches or holiday products. As far as digital is concerned and how we go about beta testing them, we will be doing some beta testing on that. But what we intend on doing is that given that we'll have a few products in the market by the time we do our Q3 conference call, we anticipate that part of the conference call will be -- will include Jeff Anderson our senior VP of mobile and social and he'll be taking questions to answer it accordingly.

The next question we have comes from Adam Krejcik of Roth Capital Partners. Adam Krejcik - Roth Capital Partners, LLC, Research Division: I was also following up on your mobile strategy and just for these games you're launching in Q4, just maybe you can kind of give us an idea, are those in-house or outsourced? What's development time look like? And then beyond that, what's your strategy in terms of how you guys feel like you're going to position yourself to be competitive and have advantages in a market that's growing fast, but already pretty competitive that's been driving customer acquisition costs?

Sure. And I think as I was just talking about with Darin, once we have a few games out in the market, we can really lay out to the investment community our overall strategy and how we go about acquiring customers and trying to keep those costs as far down as possible, while maximizing our revenue from them. Right now, most of the -- all our Facebook product is completely created internally and our mobile games are being developed a combination of internal and external. Adam Krejcik - Roth Capital Partners, LLC, Research Division: Okay. And specifically for like Sci-Fi Heroes and Legends of Loots, those were both externally developed?

Those were both externally developed but managed by our internal production team. Adam Krejcik - Roth Capital Partners, LLC, Research Division: And what's the development time look like for those types of titles there now?

The development time is usually anywhere between probably 4 and 6 months. Adam Krejcik - Roth Capital Partners, LLC, Research Division: And are you planning out to launch these on Android as well, assuming they successfully get traction?

Well, we built all of our games to be brought on to alternative platforms. It goes to make them successful on the platforms we initially launched them on and then bring them over to the other platforms as well.

[Operator Instructions] it appears we have no further questions at this time. We will go ahead and conclude our question-and-answer session. I would now like to turn the conference back over to management for any closing remarks.

I want to thank everybody for coming on our Q2 2012 conference call -- earnings call. We look forward to speaking to everyone again after, hopefully, a lovely summer. We'll see everybody again in September.

And we thank you, sir, and to rest of management, for your time. The conference call is now concluded. We thank you all for attending today's presentation. At this time, you may disconnect your lines. Thank you.