
February
2002
Games and Film-style Finance
By Beverly
Cambron
A recent issue of GIGnews, posed the following
reader survey: In terms of a game developer's success,
what's more important: Creative vision or business
smarts? Twenty-seven percent of respondents said
creative vision, twenty percent said business smarts,
and fifty-three percent found both equally important.
What do those numbers mean? Perhaps creative people
simply like to answer survey questions more than
accountant types. Or, perhaps, as indicated by half the
respondents, getting a game made and on the shelves
takes both creative talent and money.
When it comes to money, while some games are
self-funded (sitting on his or her own stack of cash or
credit, the developer pays for the game development),
the standard funding model for game developers has been
the royalty advance model. In this funding model, a
publisher and developer enter into a royalty agreement
in which the game’s development is funded by advances on
future royalties. Those advances are typically paid upon
completion of certain milestones.
As the process of creating games has become
increasingly film-like in complexity and cost, however,
and as next generation game consoles continue to raise
the quality of video and audio, a new funding model has
begun to take hold. Based on film-style financing, this
type of game development funding offers an alternative
to the traditional royalty advance model.
Film-style finance
At the core of this funding model, there are three
entities: a publisher, a developer, and a limited
company formed solely for the development stage of a
game’s life-cycle. Once the game is finished, the
limited company ceases to exist.
At a very basic level, here is how it works: You’re
Joe Developer, owner of Joe’s Games, and you need money
to make your game, Joe II: Ultimate Joe. You
create a separate limited purpose company, JG
Productions, specifically for the development of this
game. JG Productions contracts with the publisher to
deliver the game, and contracts with the bank to fund
the project. With the bank’s loan, JG Productions can
then pay Joe’s Games to develop Ultimate Joe.
When the game is finished, the publisher pays JG
Productions the agreed upon amount and JG Productions
pays back the bank.
Easy enough, right? But what if the product isn’t
delivered? The bank just doesn’t get its money back?
Well, no, it’s a bank and banks don’t like to be
left holding the bag, so to speak. Before granting a
loan, the bank will most likely require that JG
Productions provide a completion bond. This is where
completion guarantor, completion bonds, and companies
like Wise Monkey enter the equation.
Completion bonds
If you watch much Court TV, or depending on your
caliber of friends, you probably know something about
bonds. For example, after an alleged criminal, we’ll
call him Mack, is arrested, he appears in court where a
judge sets bail at $10,000 USD. If Mack can pay that
amount, he can stay out of jail until trial and, then,
if he shows up for trial, he gets back his $10,000. But
if Mack doesn’t have $10,000, he can either stay in jail
or pay for a bail bond and have a bondsman pay the bail
for him. In other words, Mack pays the bail bondsman
some percentage of $10,000, let’s say six percent or
$600, and the bail bondsman pays the court $10,000. If
Mack shows up for trial, the bail bondsman gets his
$10,000 back from the court, plus he’s made $600 off of
Mack. But if Mack doesn’t show, the bail bondsman loses
the $10,000. A risky business, certainly.
Not to equate game developers with alleged criminals,
but the same basic bond principles apply. That is, in
the Ultimate Joe scenario, the bank may grant the
loan only if JG Productions "posts bail," as it were. In
this instance, however, rather than a bail bondsman you
have a completion guarantor issuing the bond. But,
unlike the bail bondsman who might have only the
assurances of a criminal defense lawyer that, sure, Mack
will show for trial, a completion guarantor can utilize
the services of specialist risk management consultants
like Wise Monkey. This UK-based firm advises the
completion guarantor on the particular risks of the
games industry, the developer and product in question,
and the likelihood that, sure, the game will be
delivered on time and on budget. In short, the
completion guarantor relies on the risk management
consultant, and the banks rely on the completion
guarantor.
Bob Hopkins, Commercial Director for Wise Monkey,
www.wisemonkey.org,
explains, "without a completion bond, banks are very
reluctant to fund games development because of all the
risks involved." According to Hopkins, the completion
bond amount is typically a maximum of six percent, a
figure that may be lowered under certain circumstances
where the risk is lower. For example, a project may be
considered lower risk if it is almost completed (more
than half-way through) and is based on current
technology. Timeline-wise, a project becomes suitable
for bonding at the completion of the prototype stage
when three key items are in place: a firm design,
schedule, and budget. Size-wise, individual projects are
commonly in the $2 Million USD to $3.5 Million USD (₤1.5
Million to ₤2.5 Million) range.
A risk assessment "audit" for a completion bond comes
during the pre-contract due diligence stage which covers
two main aspects: 1) the developer’s processes and
methodologies; and 2) the project itself. Both must be
found suitable for bonding to be offered. The audit cost
might be as low as $10,000 USD (₤7,000) for a single
studio, single product audit, and the audit cost, which
is paid for by the developer, is ultimately credited
against the full bonding fee. In other words, if the
bond costs $120,000 USD, the $10,000 USD the developer
already paid for the audit is deducted from that total,
leaving a bond balance of $110,000. The audit fee,
Hopkins explains, protects Wise Monkey "against doing
audits at no charge for clients who don’t seriously
intend to progress to bond."
Revisiting the JG Productions example, the bank loan
was obtained only after several hurdles had been
cleared. First, Ultimate Joe was at the prototype
stage, and a risk management consultant had assessed the
risks associated with the developer, the game, and the
industry, and assured the completion guarantor that this
was a safe risk to take. The completion guarantor then
indicated his willingness to issue a completion bond.
The publisher agreed for the product to be funded this
way, and the bank indicated its willingness to fund it
subject to the completion bond. Finally, once the
contracts were signed, the risk was on the completion
guarantor, not the bank.
Assessing the risks
When assessing risks, consultants such as Wise Monkey
look at a variety of factors: Is this an established
developer with strong commercial foundations? Does the
developer have a track record of delivery to
specification, on schedule and on budget? Are there
strong internal management skills? Or is this a studio
where morale is shot to hell with a proven track record
of delivering late?
Anyone could generate their own list of unsuitable
projects simply by asking themselves, "would I lend my
money to the people developing this project?"
Nevertheless, there are some inherently unsuitable
projects for this type of film-style, completion bond
financing. One category, in particular, is games that
depend on a major license. Because the bank relies on
the publisher to pay for the game at the end of the
process, if the publisher goes belly-up, the bank will
want to sell the game to another publisher. With a
licensed product situation, however, Hopkins says, "it
has proved virtually impossible to get license holders
to permit a transfer to another publisher without their
agreement, so banks won’t lend money to those products."
Other unsuitables may include game development where
there is heavy dependency on a single, key individual,
or if the game is a time limited product with a tight
schedule, like an Olympics or World Cup game with a late
start.
Response from the industry
So, has the game industry gone for this type of
financing? Hopkins says that’s a resounding affirmative.
"Without exception," he says, "the developers think it
is a no-brainer. They particularly like the way it
ensures industry best-practice is applied, like
enforcing proper designs, schedules and budgets before
the project begins, but the bits they like best of all
are the proper change control procedure and getting paid
on time!"
Hopkins assures that banks are all for it as well as
the completion guarantor and companies like Wise Monkey
"look after the bit that really frightens them -- the
delivery risk on the developer side." This, he says,
leaves the bank with just the credit risk on the
publisher side, and credit risk is a bank’s core skill.
Hopkins admits, however, that publishers are slightly
more mixed in their views. While some remain to be
convinced, others regard it as a valuable service that
ensures they get their products at the right time and in
the right shape. In short, he says, "film-style
financing makes the publisher’s life immeasurably
easier. It cuts out hassles right across the
organization - from the advertising department (not
having to try to re-juggle schedules) to the CFO not
having to explain to analysts how their profits are
lower due to missed shipments." AUTHOR BIO
Beverly Cambron is the founder of Rocco Media, LLC, a
public relations and marketing firm. She also holds a
degree in finance and international business, and is compelled to write the occasional article on a
finance-related topic so she doesn't feel like she
completely wasted her college years. Contact Beverly at
beverly at roccomedia dot com. |
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