In 2008, after the successful launch of their hit title, Grand
Theft Auto 4, Take-Two Interactive's (TTWO) CEO Strauss Zelnick
said that they had secured an employment agreement with key
Rockstar talent. The deal was an incentive program "primarily
based on a profit sharing arrangement." At the time, there were
reports that CEO Robert Kotick of Activision
was trying to get Rockstar's talent to jump ship. The Rockstar
executives also took Zelnick's side against Electronic Arts'
attempted takeover. So what did it cost Zelnick to make these
deals?
The answer appears to be now hidden in Take Two's most recent balance sheet. Accounts Payable
rose by 262 million sequentially. Accrued Expenses rose by 100
million sequentially. These are unusually large numbers that at
first can easily go unnoticed among the larger highlights: most
prominently, 1.15 billion in deferred revenue and 302 million in
deferred cost of goods sold from Grand Theft Auto 5, and an overall
975 million increase in Accounts Receivable.
But the real question investors should ask is how much is
Rockstar making in the "profit sharing agreement". Here is one way
to figure it out:
Take Two's Non-GAAP net revenues were 1.289 billion. Yet it's
Non-GAAP gross profit was only 497 million. The gross profit was
only 38%? Where did 792 million go? Where are the details of these
Non-GAAP expenses? Well, because they are Non-GAAP, they are not
disclosed. We know that 1.15 billion of that 1.289 billion total
revenue (89%) is from one title: Grand Theft Auto 5. We know that
302 million of that 1.15 billion (26%) is cost of goods sold from
GTA5. That still leaves us with 490 million of unaccounted
pre-gross profit expenses. The only other noteworthy change on the
balance sheet is 71 million taken off the software development
line. That still leaves a giant number unaccounted for in the
non-GAAP figures.
And now we're back to seeing those jumps in Accounts Payable and
Accrued Expenses by a total of 362 million. What can they possibly
be besides a lucrative "profit sharing arrangement" between
Rockstar employees and tycoon Carl Icahn's installed puppet
government at Take Two, who were threatened with a hostile takeover
in 2008 and the threat of Rockstar executives leaving and sinking
the company? While investors try and figure out the meaning of the
giant gaps in the non-GAAP figures, insider Carl Icahn meanwhile
just recently sold his entire position and abandoned the Board of
Directors.
So what exactly is the "profit sharing agreement" between
Rockstar employees and Take Two? Judging by the striking similarity
between the 490 million of unaccounted Non-GAAP pre-gross profit
expenses and the 497 million of Non-GAAP gross profit, it appears
that half of the profits of GTA5 are going into the profit sharing
agreement.
Investors and analysts have mostly ignored this issue and
assumed a flood of free cash will soon be hitting the balance
sheet. Yet, 362 million in liabilities have quietly shown up in
payables and expenses, half of the gross profits are missing, and
insider Carl Icahn exited his entire position.
One more important note. Take Two management specifically
refused to give guidance on Take Two's future cash position at
their recent conference call despite giving earnings guidance,
suggesting they may be well aware that analysts and investors are
overestimating their future cash position by as much as hundreds of
millions. Few are assuming that executives of a wholly owned
internal studio could get such a lucrative deal. But this isn't any
internal studio. It is the aptly named Rockstar, whose UK based
management team has far outlasted prior management teams at Take
Two Interactive.
I have contacted Take Two's investor relations multiple times
regarding this article and have not received a response.