- Exceeds Revenue Guidance and Achieves Profitability in Fiscal 2008 -

- Fiscal 2008 Net Revenues Increased More Than 25% to $63.9M -

- Fiscal 2008 Net Income of $2.1M or $0.08 per share versus Fiscal 2007 Net Loss of $4.8M or $0.20 per share -

EDISON, N.J., Jan. 13 /PRNewswire-FirstCall/ -- Majesco Entertainment Company (Nasdaq: COOL), an innovative provider of video games for the mass market, today reported financial results for the fourth quarter and full-year ended October 31, 2008.

For the fourth quarter ended October 31, 2008, Majesco's net revenues increased 51.2 percent to $18.0 million versus the same period a year ago. During this same period, the Company reported an operating loss of $0.9 million compared to an operating loss of $1.5 million in the fourth quarter of 2007. Net loss for the quarter was $0.9 million versus a net loss of $1.0 million in 2007. The Company's basic and diluted loss per share for this quarter was $0.03 compared to a loss of $0.04 in the same period last year.

Results for the fourth quarter of 2008 include $0.4 million of non-cash compensation and a gain of $0.3 million related to a change in the fair value of warrants. Results for the fourth quarter of 2007 include $0.5 million in non-cash compensation; $0.6 million for a gain in the fair value of warrants; and a $0.3 million charge related to settlement of litigation. Non-GAAP Operating loss for the fourth quarter of 2008 was $0.5 million and $0.7 million for 2007. Non-GAAP Net loss was $0.7 million for the fourth quarter of 2008, and $0.8 million for the same period in 2007.

For the twelve months ended October 31, 2008, the Company's net revenues increased 25.3 percent to $63.9 million versus the year ago period. During this same period, the Company reported operating income of $1.5 million compared to an operating loss of $3.8 million in 2007. Net income through the twelve months of fiscal 2008 was $2.1 million versus a net loss of $4.8 million in 2007. The Company's basic and diluted earnings per share for the twelve months of fiscal 2008 were $0.08 compared to a loss of $0.20 in 2007.

Results for the 12 months ended October 31, 2008 include: $1.6 million in non-cash compensation; a gain of $0.3 million related to settlement of litigation and a $1.3 million gain for the change in fair value of warrants. For the same period in 2007, results included $1.5 million in non-cash compensation; $2.8 million in charges related to settlement of litigation; a $0.6 million gain related to the change in fair value of warrants; and a $0.3 million gain on settlement of liabilities. Non-GAAP Operating income for the fiscal 2008 year was $2.8 million and $0.2 million for 2007. Non-GAAP Net income was $2.1 million for fiscal 2008 versus a $1.3 million loss in fiscal 2007. The Company's non-GAAP basic and diluted earnings per share for the twelve months of fiscal 2008 were $0.08 compared to a loss of $0.06 in 2007.

Jesse Sutton, Chief Executive Officer of Majesco Entertainment, said, "Our strong financial performance in 2008 reflects the successful execution of our plan and confirms we're on the right path. For the year we exceeded our updated guidance on revenue, and achieved profitability. Revenue for the full year increased over 25 percent to $63.9 million. Our combined Wii and DS business, which is at the heart of our strategy, was up 86 percent for the quarter, and 64 percent for the year when compared to 2007. As we grow our business, we are increasingly converting our revenue growth into bottom-line returns allowing us to achieve profitability ahead of schedule. For the full year, operating income was $1.5 million and net income was $2.1 million. Our non-GAAP results showed a $2.5 million improvement in operating income to $2.8 million, and our non-GAAP net income improved to $2.1 million from a $1.3 million loss last year. Our progress in driving profitability reflects our operating discipline, improved product selection, and focused effort towards bringing reasonably priced product to mass market consumers."

"We expect to further build on our success in 2009. We believe we are well positioned to benefit from consumer trends given our focus on the fastest growing segment of the gaming industry. We have a proven and disciplined business model and a management team that is committed to growing the company in a profitable manner."

Financial Highlights


    --  Fourth quarter 2008, domestic revenue increased 55 percent and
        international revenue increased 40 percent.
    --  For the twelve months of fiscal 2008:
        --  Revenue increased 25.3% to $63.9 million.
        --  Gross profit margin increased to 36.1 percent from 33.9 percent in
            fiscal 2007.
        --  Non-GAAP operating income reached $2.8 million.
        --  The Company's interest and financing costs fell to $0.6 million
            from $1.6 million in the same period one-year ago.
        --  Non-GAAP net income was $2.1 million.
        --  Non-GAAP basic and diluted EPS increased to $0.08 from a loss of
            $0.06 last year.

Generally Accepted Accounting Principles (GAAP) and Non-GAAP Metrics

To facilitate a comparison between the three and twelve months ended October 31, 2008 and 2007, the Company has presented both GAAP and Non-GAAP financial results. GAAP financial measures, including operating income, net income, and basic and diluted earnings/loss per share, have been adjusted to report Non-GAAP financial measures which exclude expenses related to non-cash compensation, gains due to changes in the value of our common stock to be issued in settlement of the class action litigation and related charges, net, gains related to the settlements of liabilities and other gains, and the change in the fair value of warrants issued in connection with our September 2007 equity financing. These Non-GAAP measures are provided to enhance investors' overall understanding of the Company's current financial performance and the Company's prospects for the future. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.

During the fiscal year ended October 31, 2007, the Company recorded a $2.8 million charge in connection with the expected settlement of class action litigation. The charge was comprised of $2.5 million, which represented the fair value, on the date the agreement was executed, of the common stock expected to be distributed when the settlement becomes effective and $0.3 million which represented the increase in the value of the shares since that date through October 31, 2007.

The Company will adjust the fair value of the liability to the fair value of the common stock expected to be distributed at each balance sheet date and record the resulting change as a non-cash charge, or gain, to earnings in each period until the common stock is distributed. Due to fluctuations in the Company's stock price, this resulted in a non-cash gain of $0.3 million during the twelve months ended October 31, 2008. The settlement provides that if the fair value of the stock falls below $2.5 million, the Company will issue additional shares of common stock, subject to certain limitations, with a fair market value equal to the amount of the decrease. Therefore, the liability will not be adjusted below $2.5 million.

During the fourth quarter of 2007, the Company raised $5.9 million in an equity financing. As part of that transaction, the Company issued warrants that contain a provision that under certain circumstances in which the Company is sold, merged, or otherwise enters into a "fundamental transaction", as defined in the warrant agreement, with a company that is not publicly traded, the warrants may be settled by a cash payment. As a result, the warrants were recorded as a liability at their fair value of $2.1 million, in accordance with FASB statement No. 150, Accounting For Certain Financial Instruments with Characteristics of Both Liabilities and Equity, and FASB Staff position 150-1 Issuers Accounting for Freestanding Financial Instruments Composed of More Than One Option or Forward Contract Embodying Obligations under FASB Statement 150. In addition, the Company will measure the fair value of the warrants at each balance sheet date, and record the change in fair value as a non-cash charge, or gain, to earnings each period. Changes in the Company's stock price resulted in a non-cash gain of $0.3 million during the quarter ended October 31, 2008 and $1.3 million during the twelve months ended October 31, 2008. The warrants were valued at $0.2 million at October 31, 2008.

Comparison of Three Months Ended October 31, 2008 to October 31, 2007

-- Net revenue was $18.0 million in 2008, compared to $11.9 million in 2007. The increase was due primarily to strong sales of the Cooking Mama franchise, Jillian Michaels' Fitness Ultimatum and a strong value program.

-- In the fourth quarter of 2008, 83 percent of revenue came from domestic sales with 17 percent from international. This compares to the fourth quarter of 2007 when 81 percent of revenue came from domestic sales with 19 percent from international.

-- Gross margin was 27.8 percent, compared to 30.9 percent in 2007. Gross margin for the period was impacted by holiday value programs that, while profitable, were at a lower margin.

-- The GAAP operating loss was $0.9 million, compared to a 2007 operating loss of $1.5 million. Non-GAAP 2008 operating loss was $0.5 million, compared to a non-GAAP operating loss of $0.7 million in 2007.

-- The GAAP operating loss for 2008 included $0.4 million of non-cash compensation expense, compared to $0.5 million in 2007. The 2008 loss also included the impact of a $0.3 million expense in association with one of our customer's filing for bankruptcy.

-- The GAAP net loss was $0.9 million or $0.03 per share, compared to 2007 net loss of $1.0 million, or $0.04 per share. Non-GAAP net loss was $0.7 million, or $0.03 per share, compared to a non-GAAP net loss of $0.8 million, or $0.03 per share.

Comparison of Year Ended October 31, 2008 to October 31, 2007

-- Net revenue was $63.9 million, exceeding the Company's guidance. This compares to $51.0 million in 2007. The increase was primarily attributable to a 33 percent increase in domestic revenue; sales across our Cooking Mama franchise, the performance of Jillian Michaels' Fitness Ultimatum, as well as a number of other titles including Wild Earth and Wonder World.

-- In the twelve months of fiscal 2008, 90.7 percent of revenue came from domestic sales with 9.3 percent from International. This compares to 85.5 percent domestic and 14.5 percent international in the same period last year. The decline in international was the result of unfavorable foreign exchange and a delay in a number of releases.

-- Gross margin was 36.1 percent, compared to 33.9 percent in 2007.

-- Including the aforementioned litigation charges, the GAAP operating income was $1.5 million. This compares to 2007 GAAP operating loss of $3.8 million. Non-GAAP 2008 operating income was $2.8 million, compared to a non-GAAP operating income of $0.2 million in 2007.

-- GAAP net income was $2.1 million, or $0.08 per share, compared to a GAAP net loss of $4.8 million, or $0.20 per share in 2007. Non-GAAP net income was $2.1 million, or $0.08 per share, compared to a non-GAAP net loss of $1.3 million, or $0.06 per share in 2007.

-- Interest expense and financing costs decreased 58 percent in 2008 to $0.6 million from $1.6 million in 2007. The reduction was attributable to the Company's ability to self- finance most of its purchasing requirements following a financing of $5.9 million in September 2007, lower factoring fees and improved cash management.

-- At October 31, 2008, the company had cash and equivalents of $5.5 million.

Announced Product Line-up

First Quarter 2009 ending January 31, 2009:

All of the following titles have, or are expected to be released in North America during the Company's first quarter:

-- Cooking Mama: World Kitchen for Wii is the sequel to the best-selling Cooking Mama Cook Off game that has sold 700,000 units and challenges players to use the Wii Remote as the ultimate cooking utensil.

-- Left Brain Right Brain 2 for DS is the follow up to the original hit that features all-new challenges to train both hemispheres of the brain and help players become truly ambidextrous.

-- Cake Mania: In the Mix! for Wii marks the first introduction of Sandlot Games' best-selling PC title on the Wii system. The game integrates motion-based control with the series' signature cake-baking, multi-tasking gameplay style.

-- Wonder World Amusement Park for DS is the first game from Majesco Studios Santa Monica. This companion game to the Wii version lets players experience a complete day at the park in the palm of their hands. Using the Touch Screen, players can toss, drive, shoot, whack and spin in more than two dozen mini-games throughout six themed zones.

Fiscal 2009

To date, the Company has announced the following titles that are expected for release during the rest of fiscal 2009:

-- Gardening Mama for DS stars Mama from the multi-million selling Cooking Mama franchise and is the first gardening game available on DS. Gardening Mama transforms the stylus into a universal gardening tool that players will use to plant, nurture and harvest flowers, fruits and vegetables.

-- Math Blaster in the Prime Adventure for DS is inspired by the original hit PC game from Knowledge Adventure that makes learning fun by combining a variety of adventure-based learning games with challenging mathematic puzzles and the unique capabilities of Nintendo DS.

-- Marker Man Adventures for DS is a unique game based on drawing and physics challenges as players maneuver the charming stick figure, Marker Man, through a myriad of scrolling world puzzles in his attempt to find his best friend, Doodle Dog.

-- Our House Party! for Wii turns the Wii Remote into the ultimate home renovating tool that lets players compete party style to build their own personalized trophy home that they can then share with friends via WiiConnect24.

-- Our House for DS is the second game from Majesco Studios Santa Monica. This companion game to the Wii version lets players work as contractors and then use their work-for-hire earnings to design, build and decorate their own personalized home.

-- Rollin' Rascals for DS is an addictive puzzler that challenges players to roll adorable round pets around obstacles and into identical twos to clear them from the game board.

-- Major Minor's Majestic March for Wii marks the return of the creative team behind the renowned PaRappa the Rapper franchise--legendary game designer and multimedia musician Masaya Matsuura and famed New York artist Rodney Alan Greenblat. The game turns the Wii Remote into a "special" baton the bandleader Major Minor uses to keep tempo, recruit new band members and pick up valuable items, while marching through whimsical locations.

-- Hot 'n' Cold for DS is the first fully 3D hunt and find adventure game for the handheld. Players use the innovative Hot 'n' Cold meter as a guide to discovery of hundreds of missing objects.

-- Escape the Museum for Wii is based on the popular online hidden object game that challenges players to rescue museum artifacts and find their missing daughter in a museum devastated by an earthquake.

-- Drama Queens for DS tasks players with juggling their love life, career and friendships as they compete in a popularity contest set within a virtual 3D board game.

-- Powerbike for DS is an intense motorcycle racer that features death-defying stunts, intense police chases and competitive multiplayer modes.

-- Orchard for online and retail PC is a simulation that challenges players to manage all facets of a retail business, including planting and harvesting crops, developing new recipes, buying ingredients and hiring a workforce.

Fiscal 2009 Outlook

The Company expects fiscal 2009 full year net revenue to be in excess of $70.0 million and that it will be profitable on an operating basis. The Company believes that its mix of international revenues for fiscal 2009 will increase slightly from the previous year and that its gross margins will be in line with fiscal 2008. The Company's guidance assumes the release of approximately 31 titles in 2009 with approximately 15 Wii and 16 DS titles. The Company's results are also impacted by seasonality from the December holiday period and variability based on release schedules.

Conference Call

At 4:30 PM ET today, management will host an earnings conference call. To access the call in the U.S., please dial 1-877-317-6701 and international callers please dial 1-412-317-6701. The access code for the call is 4881586. Please dial in approximately 10 minutes prior to the start of the conference call. The conference call will also be broadcast live over the Internet and available for replay for 90 days from the "Investor Info" section of the Company's Web site at http://www.majescoentertainment.com. In addition, a replay of the call will be available via telephone for seven days beginning approximately two hours after the call. To listen to the telephone replay in the U.S., please dial 1-877-344-7529 and for international callers, dial 1-412-317-0088. Enter access code 4881586.

About Majesco Entertainment Company

Majesco Entertainment Company is a provider of video games for the mass market. Building on 20 years of operating history, Majesco is focused on developing and publishing a wide range of casual and family oriented video games on leading console and portable systems. Product highlights include Cooking Mama(TM) and Cake Mania(R)2 for Nintendo DS(TM), and Cooking Mama World Kitchen and Jillian Michaels' Fitness Ultimatum 2009 for Wii(TM). Majesco's shares are traded on the Nasdaq Stock Market under the symbol: COOL. Majesco is headquartered in Edison, NJ and has an international office in Bristol, UK. More information about Majesco can be found online at www.majescoentertainment.com.

Use of Non-GAAP Financial Information

To supplement the Company's unaudited condensed consolidated financial statements presented in accordance with GAAP, the Company uses certain Non-GAAP measures of financial performance. The presentation of these Non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from Non-GAAP financial measures used by other companies. In addition, these Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP. The Non-GAAP financial measures used by the Company include Non-GAAP operating income (loss), Non-GAAP net income (loss), and Non-GAAP basic and diluted earnings (loss) per share. These Non-GAAP financial measures exclude the following items from the Company's unaudited condensed consolidated statements of operations:


    --  Expenses related to non-cash compensation
    --  Gains on settlement of liabilities and other gains
    --  Settlement charges related to the settlement of class action litigation
    --  Change in fair value of warrants

For more information on these Non-GAAP financial measures, please see the tables in this release captioned "Reconciliation of GAAP and Non-GAAP Financial Measures" which includes a reconciliation of the Non-GAAP to the GAAP results.

Safe Harbor

Some statements set forth in this release, including the estimates under the headings "Outlook" contain forward-looking statements that are subject to change. Statements including words such as "anticipate", "believe", "estimate" or "expect" and statements in the future tense are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual events or actual future results to differ materially from the expectations set forth in the forward-looking statements. Some of the factors which could cause our results to differ materially from our expectations include the following: consumer demand for our products, the availability of an adequate supply of, current-generation and next-generation gaming hardware, including but not limited to Nintendo's DS and Wii(TM) platforms; our ability to predict consumer preferences among competing hardware platforms; consumer spending trends; the seasonal and cyclical nature of the interactive game segment; timely development and release of our products; competition in the interactive entertainment industry; developments in the law regarding protection of our products; our ability to secure licenses to valuable entertainment properties on favorable terms; our ability to manage expenses; our ability to attract and retain key personnel; adoption of new accounting regulations and standards; adverse changes in the securities markets; our ability to comply with continued listing requirements of the Nasdaq stock exchange; the availability of and costs associated with sources of liquidity; final resolution of the class action and other litigation on terms acceptable to the Company, and other factors described in our filings with the SEC, including our Annual Report on Form 10-K for the year ended October 31, 2007. We do not undertake, and specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.


    MAJESCO ENTERTAINMENT 2008-2009 RELEASE SCHEDULE*


     2008 GAMES
     ----------


      Quarter 1       Quarter 2        Quarter 3       Quarter 4

      Furu Furu      Wild Earth:      Cake Mania      Babysitting
      Park Wii,       African           2 DS,          Mania DS,
       $19.99        Safari Wii,       $19.99           $19.99
                       $29.99

     Left Brain   Eco-Creatures:   Blast Works:   Spy Fox in Dry
    Right Brain      Save the         Build,       Cereal Wii,
         DS,         Forest DS,       Trade,          $19.99
       $19.99          $29.99       Destroy Wii,
                                      $39.99

     Mega Brain      Nanostray      Nancy Drew:    Freddi Fish:
      Boost DS,        2 DS,        Mystery of      Kelp Seed
       $19.99                           the        Mystery Wii,
                      $29.99        Clue Bender      $19.99
                                    Society DS,
                                      $19.99

       Cooking         Blokus       Wonder World     Air Traffic
       Mama 2:       Portable:
     Dinner with      Steambot       Amusement       Chaos DS,
     Friends DS,   Championship      Park Wii,
       $29.99          PSP,                              $19.99
                     $19.99         $39.99

                     Pet Pals:                      Pajama Sam
                      Animal                         in Don't
                       Doctor
                    DS, $19.99                    Fear the Dark
                                                       Wii,
                                                     $19.99

                   Toy Shop DS,                   Zoo Hospital
                                                       Wii,
                      $19.99                         $29.99

                                                  Away Shuffle
                                                   Dungeon DS,
                                                      $29.99

                                                     Jillian
                                                    Michaels'
                                                     Fitness
                                                    Ultimatum
                                                    2009 Wii,
                                                     $39.99





    2009 GAMES
    ----------


         Quarter 1             Quarter 2           Quarter 3

        Cooking Mama        Rollin' Rascals        Our House:
     World Kitchen Wii,           DS,                Party!
          $49.99                $19.99           Wii, Price TBA

       Bananagrams          Math Blaster in      Our House DS,
        Facebook,                 the              Price TBA
          Free              Prime Adventure
                              DS, $19.99

     FusionFall: Cartoon     Gardening Mama       Powerbike DS,
       Network Universe       DS, Price TBA          $19.99
         PC, $19.99

      Left Brain Right       Major Minor's      Hot -n- Cold DS,
        Brain 2 DS,            Majestic              $19.99
         $19.99                March Wii,
                               Price TBA

        Wonder World       Escape the Museum
     Amusement Park DS,           Wii,
          $19.99                 $19.99

         Cake Mania:         Drama Queens DS,
      In the Mix! Wii,           $19.99
          $29.99

                               Marker Man
                             Adventures DS,
                                 $19.99

                              Orchard PC,
                               Price TBA





    *Includes all released and announced titles to date. Prices subject to
    change for unreleased titles.

    MAJESCO ENTERTAINMENT COMPANY
    UNAUDITED SUPPLEMENTARY PRODUCT DATA


                          MAJESCO ENTERTAINMENT COMPANY
                      UNAUDITED SUPPLEMENTARY PRODUCT DATA
                      ------------------------------------

                        Net Revenue by Platform - Yearly

                FY08                  FY07                 FY06
               Actual                Actual               Actual
     CONSOLE:
          Wii      34.0%                 19.6%                 0.0%
          PS2       1.0%                  6.8%                18.7%
          Xbox      0.2%                  3.3%                15.7%
                   35.2%                 29.7%                34.4%

     HANDHELD:
          DS       61.7%                 53.7%                24.4%
          GBA       0.1%                  5.6%                28.0%
          PSP       1.1%                  3.0%                 3.4%
                   62.9%                 62.3%                55.8%

     OTHER          1.9%                  8.0%                 9.8%

     TOTAL        100.0%                100.0%               100.0%



    MAJESCO ENTERTAINMENT'S NET SALES BY PLATFORM


                                MAJESCO ENTERTAINMENT COMPANY
                                   NET SALES BY PLATFORM
                                   ---------------------


                       Three Months Ended         Three Months Ended
                        October 31, 2008           October 31, 2007
                   Net Sales           %       Net Sales          %
                   ---------               -   ---------              -
     CONSOLE:
          Wii         $9,284            51.6%     $1,214           10.2%
          PS2             18             0.1%        416            3.5%
          Xbox/360         -             0.0%      1,071            9.0%
                       9,302            51.7%      2,701           22.7%

     HANDHELD:
          DS           8,365            46.5%      8,257           69.4%
          GBA              -             0.0%        595            5.0%
          PSP            325             1.8%        250            2.1%
                       8,690            48.3%      9,102           76.5%

     OTHER                 -             0.0%         95            0.8%

     TOTAL           $17,992           100.0%    $11,898          100.0%

     Wii / DS        $17,649            98.1%     $9,471           79.6%





                            MAJESCO ENTERTAINMENT COMPANY
                               NET SALES BY PLATFORM
                               ---------------------


                       Twelve Months Ended         Twelve Months Ended
                         October 31, 2008           October 31, 2007
                    Net Sales           %       Net Sales       %
                    ---------                   ---------
     CONSOLE:
          Wii         $21,746            34.0%     $10,005       19.6%
          PS2             640             1.0%       3,481        6.8%
          Xbox/360        128             0.2%       1,651        3.3%
                       22,514            35.2%      15,137       29.7%

     HANDHELD:
          DS           39,390            61.7%      27,387       53.7%
          GBA              64             0.1%       2,854        5.6%
          PSP             703             1.1%       1,529        3.0%
                       40,158            62.9%      31,770       62.3%

     OTHER              1,215             1.9%       4,060        8.0%

     TOTAL            $63,887           100.0%     $50,967      100.0%

     Wii / DS         $61,136            95.7%     $37,392       73.3%





                     MAJESCO ENTERTAINMENT COMPANY AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except share amounts)

                                      Year Ended        Three Months Ended
                                      October 31,           October 31,
                                    2008       2007       2008       2007
    Net revenues                  $63,887    $50,967    $17,992    $11,898
    Cost of sales
      Product costs                28,881     25,936      9,335      6,124
      Software development
       costs and license fees      11,917      7,746      3,663      2,061
                                   40,798     33,682     12,998      8,185
    Gross profit                   23,089     17,285      4,994      3,713
    Operating costs and expenses
      Product research
       and development              3,306      2,311        885        624
      Selling and marketing         8,628      7,421      2,144      1,748
      General and administrative    9,549      8,376      2,684      2,304
      Depreciation and amortization   300        296         78         76
      Gain (loss) on settlements        -       (266)         -         17
      Settlement of litigation
       and related charges, net      (322)     2,822          -        322
      Loss on impairment of
       software development costs     101        154        101        119
                                   21,562     21,114      5,892      5,210
    Operating income (loss)         1,527     (3,829)      (898)    (1,497)
    Other expenses (income)
      Interest and financing
       costs, net                     649      1,552        232         75
      Change in fair value
       of warrants                 (1,250)      (611)      (293)      (611)
    Income (loss) before
     income taxes                   2,128     (4,770)      (837)      (961)
      Income taxes                     26          -         26          -
    Net income (loss)              $2,102    $(4,770)     $(863)     $(961)
    Net income (loss) per share:
      Basic and diluted             $0.08     $(0.20)    $(0.03)    $(0.04)
    Weighted average
     shares outstanding:
      Basic and diluted        27,547,211 23,891,860 26,893,386 24,439,973





                   MAJESCO ENTERTAINMENT COMPANY AND SUBSIDIARY
                            CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share amounts)

                                                          October 31,
                                                          -----------
                                                        2008      2007
                                                        ----      ----
     ASSETS
     Current assets:
       Cash and cash equivalents                       $5,505    $7,277
       Accounts and other receivables                   3,032       670
       Inventory                                        5,619     3,850
       Capitalized software development costs and
        license fees, current portion                   6,812     2,171
       Prepaid expenses                                 1,956     1,128
                                                        -----     -----
        Total current assets                           22,924    15,096
     Property and equipment - net                         563       568
       Capitalized software development costs and
        license fees, net of current portion                -       549
     Other assets                                          83       100
                                                        -----     -----
        Total assets                                  $23,570   $16,313
                                                      =======   =======
     LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
       Accounts payable and accrued expenses          $10,697    $7,488
       Share based litigation settlement                2,500     2,822
       Due to factor                                      983     1,527
       Customer billings due to distribution partner    1,487         -
       Inventory financing payables                     1,540         -
       Advances from customers                            265       425
                                                        -----     -----
        Total current liabilities                      17,472    12,262
     Warrant liability                                    211     1,460
     Stockholders' equity:
       Common stock - $.001 par value; 250,000,000
        shares authorized; 30,127,950 and 28,675,962
        issued and outstanding at October 31, 2008 and     30        29
        October 31, 2007 respectively
       Additional paid in capital                     101,722   100,201
       Accumulated deficit                            (95,422)  (97,524)
       Accumulated other comprehensive
        loss                                             (443)     (115)
                                                        -----     -----
        Net stockholders' equity                        5,887     2,591
                                                        -----     -----
        Total liabilities and stockholders' equity    $23,570   $16,313
                                                      =======   =======





    MAJESCO ENTERTAINMENT COMPANY AND SUBSIDIARY
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)


                                                 Year Ended October
                                                         31,
                                                        ----
                                                  2008          2007
                                                  ----          ----
     CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                          $2,102       ($4,770)
     Adjustments to reconcile net income
      (loss) to net cash used in operating
      activities:
     Change in fair value of warrants
                                                (1,250)         (611)
     Depreciation and amortization
                                                   315           296
     Amortization of capitalized software
      development costs and prepaid licenses
      fees                                       6,122         3,116
     Non-cash compensation expense
                                                 1,558         1,505
     Warrant issued for services
                                                    77             -
     Write-off of accounts receivable
                                                   255             -
     Share based litigation settlement
                                                  (322)        2,822
     Gain on settlements                             -          (266)
     Loss on impairment of software
      development costs                            101           154
     Changes in operating assets and
      liabilities
     Due to/from factor - net                     (544)        2,716
     Accounts and other receivables             (2,806)        2,433
     Inventory                                  (1,769)       (1,412)
     Capitalized software development costs
      and prepaid license fees                 (10,362)       (4,501)
     Prepaid expenses                             (833)        1,097
     Other assets                                  (17)          (18)
     Accounts payable and accrued expenses
                                                 3,314        (2,791)
     Customer billings due to distribution
      partner                                    1,487             -
     Advances from customers                      (126)         (536)
     Net cash used in operating activities      (2,698)         (766)
     CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment
                                                  (314)         (163)
     Net cash used in investing activities
                                                  (314)         (163)
     CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from exercise of stock options
                                                     -            49
     Treasury stock, to be
      retired                                      (72)            -
     Inventory financing                         1,540        (1,390)
     Proceeds from private placement, net of
      expenses                                     (40)        5,819
     Net cash provided by financing
      activities                                 1,428         4,478
     Effect of exchange rates on cash and
      cash equivalents                            (188)          (66)
     Net (decrease) increase in cash and
      cash equivalents                          (1,772)        3,483
     Cash and cash equivalents - beginning
      of year                                    7,277         3,794
     Cash and cash equivalents - end of year
                                                $5,505        $7,277
     SUPPLEMENTAL CASH FLOW INFORMATION
     Cash paid during the year for interest
                                                  $676        $1,638
      SUPPLEMENTAL SCHEDULE OF
       NON CASH INVESTING AND
       FINANCING ACTIVITIES
     Issuance of common stock in payment of
      accounts payable                               -          $365
     Issuance of common stock for assets
                                                     -           $11
     Warrant liability incurred on private
      placement                                ($1,250)       $2,071




    MAJESCO ENTERTAINMENT COMPANY
    RECONCILIATION OF GAAP to Non-GAAP FINANCIAL MEASURES
    (in thousands, except share amounts)
    (Unaudited)

                                 Three Months Ended          Year Ended
                                     October 31             October 31
                                   2008       2007        2008        2007

    GAAP operating
     income (loss)              $ (898)  $ (1,497)      $1,527    $(3,829)
    Settlement of litigation
     and related charges, net (1)     -        322       (322)       2,822
    Non-Cash Compensation (3)      $439       $492      $1,557      $1,505
    Gain on settlement
     of liabilities
     and other gains                  -          -           -       (266)
    Non-GAAP operating
     income (loss)               $(459)     $(683)      $2,762        $232

    GAAP net income (loss)       $(863)     $(961)      $2,102    $(4,770)
    Settlement of litigation
     and related charges, net (1)     -        322       (322)       2,822
    Change in fair
     value of warrants (2)        (293)      (611)     (1,250)       (611)
    Non-Cash Compensation (3)      $439       $492      $1,557      $1,505
    Gain on settlement
     of liabilities
     and other gains                  -                      -       (266)
    Non-GAAP net income (loss)   $(717)     $(758)      $2,087    $(1,320)

    GAAP net income (loss)
     per diluted share          $(0.03)    $(0.04)       $0.08     $(0.20)
    Settlement of litigation
     and related charges, net (1)     -       0.01      (0.01)        0.12
    Change in fair
     value of warrants (2)       (0.01)     (0.02)      (0.05)      (0.03)
    Non-Cash Compensation (3)      0.01       0.02        0.06        0.06
    Gain on settlement of
     liabilities and other gains      -          -           -      (0.01)
    Non-GAAP net income (loss)
     per diluted share          $(0.03)    $(0.03)       $0.08     $(0.06)

    Shares used in GAAP
     and Non-GAAP per
     diluted share amounts   26,893,386 24,439,973  27,547,211  23,891,860

(1) During the year ended October 31, 2007, we recorded charges totaling $2.8 million in connection with shares of common stock that we have agreed to issue in settlement of a class action securities litigation against the Company. The charges totaling $2.8 million represented the fair value, as of October 31, 2007, of the common stock expected to be distributed when the settlement becomes effective. The value of the shares to be issued in the settlement are revalued at each balance sheet date, and a corresponding charge or credit to earnings is recorded to earnings for the amount of the change. The value of the shares to be issued in the settlement was $2.8 million at October 31, 2007, and $2.5 million at October 31, 2008. Therefore, during the year ended October 31, 2008, we recorded a gain on litigation settlement of $0.3 million representing the decline in the value of the shares to be issued under the settlement, as if it occurred on October 31, 2008.

(2) Represents the change in the fair value of warrants, classified as a liability. The fair value of the warrants is calculated at each balance sheet date with a corresponding charge or credit to earnings for the amount of the change in fair value.

(3) Represents expenses recorded for stock compensation expense in accordance with SFAS 123R. The Company does not consider stock-based compensation charges when evaluating business performance and management does not consider stock-based compensation expense in evaluating its short and long-term operating plans.

SOURCE Majesco Entertainment Company