Take-Two Filing Reveals Lawsuits, Acquisition Financials

Author: by David Jenkins, Simon Carless

Following considerable delays Take-Two Interactive officials have finally filed the company’s annual 10-K report with the Securities and Exchange Commission (SEC). Although the financial details are largely unchanged from preliminary figures given earlier in the year, the publicly available filing details a number of interesting details and potential problems for the company in thecoming year. Take-Two Interactive and publishing label Rockstar are facing a large number of legal proceedings revolving around the Grand Theft Auto franchise, with multiple lawsuits pending from, amongst others, the city attorney of Los Angeles, the family of police officers killed by a man allegedly influenced by the game and class action complaints in New York, Pennsylvania and Illinois. Perhaps inspired by the pending lawsuit in Los Angeles, the report also notes that the company has “received requests for documents and informations” from the attorneys general of the states of North Carolina and Connecticut relating to Grand Theft Auto: San Andreas – although no further information is offered on the subject. Also of interest is the cost of purchasing System Shock 2 and Freedom Force developer Irrational Games, which is put at $4.2 million in cash and $2.0 million of restricted stock, with other deferred considerations pushing the possible final price over $10 million, depending on performance. It is also revealed that Top Spin developer Indie Built was purchased from Microsoft for $18.5 million in cash, a specific sum not hitherto mentioned. The company's relatively little-reported acquisition of the French firm Gaia Capital Group, believed to related to Power and Magic Development, developer of tennis title Top Spin, was also reported, for $5.7 million as well as $4.5 million in previously paid advances. In addition, although not technically part of the company’s financial year, the cost of acquiring Civilization IV developer Firaxis was put at $26.7 million, composed of $12.5 million of restricted common stock and $0.86 million in cash. A significant $11.3 million of the total was in the form of contingent considerations based on future product sales, however. The company’s largest purchase of the year, though, was the acquisition of developer Visual Concepts and its wholly-owned subsidiary, Kush Games, from Sega. A purchase price of $27.8 million in cash and various other costs added up to a final price of just over $32.2 million, showcasing the acquisition spending spree that the company has been on of late as it seeks to diversify. One other notable payment was the renegotiation of a $6 million charge due upon delivery of the final PC version of Duke Nukem Forever back in March 2005. The epic delay of 3D Realms' shooter has meant that $4.25 million of the final milestone payment has already been paid, alongside the promise of a final $500,000 upon the commercial release of Duke Nukem Forever prior to December 31, 2006. With the Grand Theft Auto series apparently accounting for a total of 34 percent of the company’s revenues, the logic behind making so many high profile and costly acquisitions is obvious. However, with such a magnitude of legal actions looming, the company mayt undergo a rough ride this year, especially as a new home console version of Grand Theft Auto is not expected till 2007.