THQ's staff saw the stock price falling. It was 2008 and the global financial crisis hit the video game industry hard. "As a stockholder, it was shocking to me that the stock went through relatively quick decline," says one former employee who asked to not be named. "But even when things weren't going well, I was optimistic." And he had reason to be. THQ wasn't doing well, but neither was anyone else. Even the most financially secure businesses suffered a blow. The economy ebbs and flows, and many THQ employees thought their stock would eventually recover. This was THQ, after all, one of the biggest video game publishers in the world. Everything would be OK. In the following years when competitors slowly regained their numbers, THQ's value kept dropping. First it lost a few cents per share each month. This wasn't so alarming at the time because everyone was losing cents here and there. Then it lost entire dollars. By 2012 when most of its competitors had recovered from the crisis, THQ faced delisting from NASDAQ because it was worth so little. Six years earlier, THQ's shares were valued at more than $30 each. The Agoura Hills, California-based video game publisher built a business on licensed kids games — and it was the biggest player in the category. If you wanted a Ren and Stimpy Show, Rugrats, SpongeBob Squarepants or Finding Nemo video game, THQ had you covered. At its peak in 2007, the company owned more than 15 game studios, most of which were part of the well-oiled licensed games machine. It had $500 million cash in the bank and revenue exceeding a billion dollars. It was printing cash. By 2013, its shares had plummeted to 11 cents each. Many blame the company's fall on the licensed games well drying up. Some pin it on the commercial failure of the company’s uDraw tablet for the PlayStation 3 and Xbox 360. Others point to poor management and too many risky bets. "There isn’t any one, isolated event that killed the company," says a former THQ executive who asked to not be named. "This was one of the most successful video game businesses in America. We were a billion dollar company. It was complicated." THQ suffered a "death by a million spider bites," the executive says.



The games left behind

The market that disappeared By law, publicly-traded companies have to disclose to investors the potential financial risks they face. Knowing its own heavy reliance on the licensed kids games market, THQ detailed in its annual reports year after year that the company could face trouble if it bet on the wrong licensed kids games; worse if it failed to secure popular IP. It wasn't until much later — in the company's final years — that the reports reflected the real risks facing the company: that the licensed kids games market could go away, and then that it was going away entirely. THQ gets its name from Toy Head-Quarters, reflecting the company's early days as a toy manufacturer. In the late 1980s and early 1990s, it made both toys and video games. By 1994, the company worked exclusively on video games under the guidance of Brian Farrell, THQ's CEO from 1993 until its closure 20 years later. According to former THQ employees Polygon spoke to, Farrell was an easy-going manager. A "nice guy," "super friendly," "soft-spoken" and down-to-earth, "like someone's granddad." Under Farrell's leadership, the company rapidly grew from a little-known toy business to one of the most successful video game publishers in the world. Investing heavily in the licensed games business was a fool-proof strategy for the company in the 1990s and early 2000s. While other game publishers took on licensed projects here and there, THQ made them its speciality. The company signed licensing deal after licensing deal, knowing any game it made would sell because kids who loved those licenses would buy the games attached to them. There would never be a shortage of content for games because there were always new television shows and movies that would need video game tie-ins. If kids lost interest in Ren and Stimpy or Scooby-Doo, the next big Nickelodeon cartoon would take off and THQ would be ready to support it. The publisher had long-term licensing deals with Disney, Pixar and Nickelodeon, and also worked with Mattel on Barbie and Hot Wheels titles. Former THQ employees speaking to Polygon say Farrell and his sales team knew the licensed kids market better than anyone else. Farrell built THQ from a relatively unknown toy and game publisher to a billion dollar company off the success of licensed products. He'd found a business model that worked. THQ made licensed games, but it was really licensed games that made THQ. The company’s success in licensed games relied on a number of factors, though. First, its audience had to own the consoles that played them — the boxes that cost hundreds of dollars that had to be plugged into the television. Second, its audience had to want to buy and play licensed games on those consoles. And third, THQ had to sell enough copies to make up for the costs of the licenses. One of the mistakes former employees believe Farrell made was assuming conditions would always remain favorable to THQ's business model. After all, in 2007 — the year the company reported a billion dollars in revenue — millions of people owned a PlayStation 2 or Xbox. Parents were buying licensed games for their children. And games like Pixar's Cars were among the industry's best-sellers that year. By the end of 2007, THQ faced a problem it hadn't successfully planned for. When THQ was making games for the PlayStation 2 and Xbox, lots of people owned those consoles. When the Xbox 360 and PlayStation 3 launched in 2005 and 2006 respectively, not every PS2 and Xbox owner made the upgrade. THQ had planned for its audience to move with it to the PlayStation 3, Xbox 360 and Nintendo Wii. It had dozens of licensed games in development for the new consoles. The company was banking on this strategy. Then its audience went somewhere THQ hadn't planned: mobile. 2007 marked the launch of the iPhone, which in no time became the home for licensed kids games. Developing for smartphones was cheap. Distribution was even cheaper. Parents liked the idea of spending 99 cents on a game instead of $40 to $60 on a full-priced console title. While the market was moving to mobile, THQ was stuck in multi-year deals that meant it had to continue making licensed games for a shrinking console audience. "We were paying large royalties and licensing fees to get access to those IP, and while some of the early stuff like Finding Nemo, The Incredibles and Cars did well, the later stuff didn’t," says former Senior Producer David White, who worked on many of THQ’s licensed titles. White says THQ had entered into so many long-term deals with companies like Pixar and Nickelodeon that even when THQ was losing money on those titles, it still had to pay licensing fees. Many of the deals also came with contractual obligations to produce a set number of games a year, which meant THQ was stuck developing games its executives knew would not sell. "We really made some questionable business deals. Near the end, we were still getting screwed for Nickelodeon games, which we hadn’t worked on in years. We still owed a ton of money." This was always a risk in the licensed games business. In the early 1980s, Atari famously paid $20 million for the license to Steven Spielberg's E.T. — an amount that was unheard of at the time. In an attempt to recoup the licensing costs, the publisher manufactured millions of game cartridges, hoping they would all sell. Only one million sold. Atari couldn't even sell the game at a discount, because the amount it would have had to pay in royalties meant it would have lost even more money. Some of the unsold Atari games ended up in a landfill in a New Mexico desert. Many of THQ's games sat untouched on store shelves. "We really made some questionable business deals," says one former THQ manager who asked to not be named. "Near the end, we were still getting screwed for Nickelodeon games, which we hadn’t worked on in years. We still owed a ton of money." White believes THQ stayed in the licensed kids market for three production cycles too long, with each production cycle for a licensed game ranging from 14-16 months, give or take. He describes the company like being on monkey bars, knowing where it had to swing next, but being too scared to let go of the bar it was hanging to. There was a divide within the company, where some people felt it had to pivot, while others continued to sign deals with Mattel and DreamWorks. Looking at the market, former executives Polygon spoke to say two main paths emerged: embrace mobile, or shift its focus to AAA "core" games, bigger console and PC titles often based on original IP. The former wasn’t an option — not without some radical changes. THQ had no experience working with mobile games. Even if it did make that pivot, it could not support the thousands of people it had employed in its many studios. Many mobile games at the time were developed by teams of two or three people. The entire company would have to restructure to go after the already-fickle mobile market. Core games seemed like the answer to many, but former employees say Farrell and the executives around him weren't ready to let go of licensed kids games. They believed there was still money to be made, and they hoped the market would rebound. In 2008, Farrell decided to direct the company toward AAA games through the creation of a core games division, while keeping a firm grip of the licensed market through its kids and family division.

Commitment issues THQ's shift to core games attracted developers and executives who previously had never shown interest in the company. People like Danny Bilson, who was credited on franchises like The Sims and Medal of Honor and also had a background in Hollywood where he was a writer on Trancers and The Rocketeer, were drawn to the challenge of turning THQ into a AAA game business. "I saw an opportunity there to make some big changes toward moving the company away from licensed properties," Bilson says. "They wanted to move to original IP, so I thought there was a chance to turn it around, to make improvements, to raise quality across the board." Bilson joined the company as an executive vice president to help it grow its core games division, but early on he also had a say in non-core game projects. He was a polarising figure within the company. Former employees describe him as having a direct and no bullshit approach, which didn’t sit well with some employees "who'd been working in the SpongeBob ecosystem for the past 10 years," says one former co-worker. Some members of the staff complained he didn’t respect the kids, family and casual games (KFC) side of the business. Others who Polygon spoke to say he tried to have a say in too many projects, and stepped on some toes in the process. "One of the complaints I would hear about Danny was he would come in and ask [the studios] to make a bunch of design changes, and they'd be worried about changes coming when they had a tight budget," says one executive who asked to not be named. "But for Danny, his perspective was we need to give these games as much breathing room as possible to make them great games, and if I come in and I see some design that seems wrong or not great, of course I'm going to ask you to change it, and we’re going to figure out what to do with the schedule later." "[THQ] wasn’t resourced in a way to compete with the other major publishers at the time. They were trying to do everything cheaper when I first got there." There was a divide within the company between those who held onto THQ's old business model, hoping for a revival of the licensed games market, and those who saw that it was gone for good. For the most part, those who worked in THQ’s core games division felt he was pushing the company in the right direction. "I remember when we started [working on a massively-multiplayer online game], there was a company mandate from [CEO] Brian Farrell that everyone should play World of Warcraft, because we needed to learn about MMOs," says a former brand manager. "Brian got to about level six before he quit, whereas Danny was up to level 80." One former employee says Bilson was the kind of exec who would come into work the day after the launch of a game like BioShock or Call of Duty and want to discuss it with staff. "He'd come to our desks and say, 'Holy shit, I was up until 4 a.m. playing it. What did you think of it?'" the employee says. Those who worked with him describe him as an exec who made decisions not based on spreadsheets but on what he believed gamers wanted. "Danny is a gamer, and I don’t know if he gets enough credit for that," says former THQ SVP of Core Games Dave Davis. "He plays a ton of games ... he plays everything and he has a good understanding of them. He doesn’t play games like normal execs do. He plays because he's passionate." The core games team had faith in Bilson, but many employees within the division believe THQ hamstrung itself by never completely letting go of its licensed games legacy. Bilson tells Polygon that when he joined THQ in 2008, the company had more than 15 studios. Within six weeks of his joining, those above him closed five studios and cut the overall production budget by 30-50 percent. He’d been brought on to improve quality, but THQ had already started taking away the resources required to do that. "My theory was, and I think this was partly true, quality takes time and money first, and then talent as well," Bilson says. "[THQ] wasn’t resourced in a way to compete with the other major publishers at the time. They were trying to do everything cheaper when I first got there." THQ had previously spent no more than $9-12 million on a game, which included its marketing budget. Competitors in the AAA industry had been spending more than $20 million on game production alone — not including marketing, promotion and partnerships. Bilson was able to get the studios more time and money, and he was able to greenlight projects like Turtle Rock's experimental multiplayer shooter Evolve. But he describes the time as an internal tug-of-war between those who wanted to invest in THQ's new direction and those who couldn't let go of the licenses. Execs like Farrell would say core games were the future of THQ, but their attachment to licensed games would get in the way of the company's core game development again and again. One such holdover of the licensed games legacy was the insistence on concrete ship dates, because licensed games often had to launch alongside film releases. According to Davis, the heads of the core division were constantly fighting with THQ’s upper management on ship dates that studios had committed to three years previously. "That model, that mentality, it doesn’t work," Davis tells Polygon. "I mean, you look at the top-grossing titles, the most highly-regarded titles, and they shipped when they were great. And I don’t mean endless development, because that’s a recipe for disaster as well, but in the natural course of development, you look at a date you’re targeting and, at a certain point in development, you get a very good sense of what it will take to make this game compete at the highest level. "That conversation was a non-starter at THQ. It always came back to, 'Well, you said it would be ready on July 15, so you need to ship on July 15.'" Some of THQ's more high-profile core projects like Kaos Studios' military shooter Homefront suffered because of this. While Homefront did end up being profitable for THQ, it wasn't the hit the publisher banked on it to be. Former THQ developers say Homefront needed more time — that even six more months of development could have made a huge difference. But because it was rushed out to meet its ship date, the title didn't stand a chance against other first-person shooters on the market like Call of Duty and Battlefield. Davis believes Brian Farrell and the executives around him still had their hearts in the licensed games business and failed to see that AAA games needed more time, more money and more flexibility than they were willing to give them. "It didn’t matter if Title X licensed kids game got a few extra Metacritic points," Davis says. "It’s going to ship when it ships. That mentality never left Brian." Staff in the core games division grew increasingly frustrated at the schizophrenic decisions of THQ's leaders. The company kept failing to go all in with AAA games despite saying core games were the company's future. Analysts Polygon spoke to say many of the core games released during this time had the right idea, but weren't polished enough. Short on time and money, games like Homefront couldn't compete. By 2008, average wasn't good enough. THQ learned this the hard way.

OFFICE REUNION

Above: On August 2, 2014, former THQ executives Dave Davis (left) and Danny Bilson (right) returned to the company’s office in Agoura Hills, CA for a Polygon photo shoot.

Family tension In 2008, the staff in the kids and family division was also getting frustrated. More funds went toward core games even though the kids and family division produced significantly more titles. Martin Good ran the group. He started out in Australia in THQ's sales department before being promoted to the role of EVP and head of Kids, Family and Casual. He did not respond to Polygon's interview requests. Former team members from the division say Good was a fair manager who was easy to work with, but he lacked strategy. At the time, Farrell gave interviews to the media about how the future of THQ was in core games, while the company's executives kept green-lighting licensed kids games. Some kids and family staff found Farrell's actions confusing and insulting. Others, who worked at THQ for more than 10 years, say it hurt. "That was kind of a kick in the gut," says White. "When you’re working 60-70 hour weeks on these properties and you’re trying to get the best product possible out there, and the CEO of your company says yeah, we’re really not gonna pay attention to that ..." Tension grew between the two divisions. According to Davis, it felt like there were two completely different companies under the THQ roof with hardly any crossover between them. Each business unit had its own budget and was allowed to do what it wanted. "What I witnessed was resentment build up," Davis says. "There was a feeling that kids and family was shipping all these titles, whereas we were waiting and waiting for a core title to come out [because they took longer to make]. There was a vibe. You could feel it when you walked through the different departments. You could hear it in the tone. There was a feeling that one side had these huge budgets and was given all this money while the other side was scraping by on smaller budgets." Bilson ran the core side of the company. Good ran the kids and family side. Both answered to Brian Farrell. According to former employees, Farrell was like a father who would tell his children to stop fighting and then do nothing when they continued to fight. "Things were happening that were not in the best interests of the new direction of the company, but nothing was ever said," says Davis. "It was allowed to fester and, ultimately, be destructive."

Burning through cash With the licensed games revenue stream drying up by 2009, THQ's core division uncertain it could produce Call of Duty-size successes and mounting tension between the two divisions, THQ was weakening with each financial quarter. In an attempt to find success, Farrell pushed the core division to carve itself a slice of the massively-multiplayer online game pie with its own MMO, Warhammer 40,000: Dark Millennium. World of Warcraft was the biggest MMO at the time. It had more than 10 million players who paid a monthly fee to play. Farrell believed if THQ could replicate some of that success, it would be financially set for years to come. Execs at the time said they wouldn't need 10 million players. A fraction of that would be profitable. THQ just had to convince a million or so people to pay them every month for an indefinite period of time. "However, getting to that point where you can ship the game is really expensive, so that’s a really, really big bet to play no matter what," says a former exec who asked to not be named. "THQ didn’t have expertise in that area at all. Doing an MMO was a really risky move." A former brand manager says when the company decided to make an MMO, its customer service team only consisted of two people and the company had a small team of 30-40 people in quality assurance. "I got the impression they kind of looked at it and thought it’s going to cost us $70 million to make an MMO — that’s fine, we can make that back. They didn’t look at the fact they’d have to hire 300 staff plus buy however many servers." Others within THQ were also baffled by the decision to chase MMOs. The company didn't have a lot of experience with multiplayer games or online games, let alone massively-multiplayer online games that would potentially have to support millions of players. Developers within the core division expressed doubt over whether it could be done. Developers in the kids and family division thought the idea was crazy. The project spent several years in development before Farrell canned it when he realized how resource-intensive it would be. The company had already spent millions of dollars — for nothing. The company hemorrhaged cash. It was about to lose a lot more.

Failure in a tablet Former THQ employees offer different takes on when things really started to go wrong for the company. Everyone Polygon spoke to agrees on one thing, though: by Thanksgiving 2011, the company was well and truly in crisis mode. Earlier that month, the company launched the second generation of the uDraw tablet, a drawing tablet gaming peripheral for the PlayStation 3 and Xbox 360. The first generation of the tablet launched a year earlier for the Nintendo Wii and proved a financial success. The second generation sold so poorly, one former employee reports that in a meeting between executives discussing the tablet’s early sales figures, one person asked if the decimal point was in the right place because the figure was so disastrously low. Casual observers often blame the uDraw for THQ's collapse, but former employees say the story behind the peripheral is more complicated than that. The first generation uDraw tablet for Wii got its start in Melbourne, Australia. Two marketing and PR managers, Chris Wright and Drew Taylor, had worked on Drawn to Life, an action-adventure title on the Nintendo DS in which players used a stylus to draw platforms and objects into the game world. THQ was developing a sequel for the Nintendo Wii. The Wii remote would be the stylus. "Drew had a Wacom tablet that he used, and out of that conversation, we were like 'Why wouldn’t you make a tablet for this game?'" Wright says. The idea came at a time when plastic gaming peripherals were selling faster than they could be made. Rock Band and Guitar Hero were huge. Farrell asked staff at this time, "What is the next big peripheral and how can THQ own it?" Wright and Taylor threw together a PowerPoint presentation and pitched a tablet-like device for the Wii that would support Drawn to Life. They also pitched a range of other games that allowed players to animate characters and draw their own levels. Danny Bilson, who at the time was not solely focused on the core games division, green-lit it. "It was incredible," Wright says. "It’s unheard of for someone from marketing to pitch something and have it green-lit. It never happens. We all have ideas, but of course most marketing teams’ ideas are bollocks and not very good because we’re not product development guys. We really don’t know what happens in the studio, so they don’t tend to listen to us that much. "It’s a testament to how Danny Bilson worked that he was open to the pitch and got behind it." The Wii version of the uDraw was a huge success. In the U.S., it sold a million units and was out of stock in the first week. Poor planning on THQ’s part meant there wasn’t enough stock to launch the peripheral in Europe and Australia during the Christmas holidays, but uDraw remained a success nonetheless. Kids wanted it. Parents were buying it. THQ made a profit. "It was incredible. It’s unheard of for someone from marketing to pitch something and have it green-lit. It never happens." A year later, a version was released for the PS3 and Xbox 360. This proved disastrous. "I was never a supporter of the [next-gen version of the] product," Bilson says. "It’s all about a killer app, and we didn’t have a killer app to drive this hardware. They shipped out the Wii version and it worked, and they made some money, and then they made the choice to go for the HD version, and I was pretty clearly opposed to that internally. I didn’t think there was an audience for it on PS3 and 360 and, more importantly, we still didn’t have a killer app to drive it." None of the former THQ employees Polygon spoke to for this story understand why the HD version of uDraw was green-lit. White describes it as a solution in search of a problem. There were no games on either of the platforms that needed the uDraw. The product was also launching at a time when Microsoft was pouring millions of dollars into marketing Kinect — a motion sensor that does away with physical controllers and peripherals. "Your body is the controller" was Microsoft’s message for the Xbox 360 and the Kinect. "Yet the powers that be decided that we were going to come out with the $50-70 peripheral for this platform," White says. Dave Davis says the core games division argued against the HD version of uDraw on more than one occasion. Both Davis and Bilson explained that there was no audience for the uDraw tablet on PS3 and Xbox 360. Aside from there being no games in development for those consoles that would fully utilise the peripheral, the PS3 and Xbox 360 gamer generally had no interest in the kind of experiences the uDraw offered. The uDraw was targeted at a younger demographic. It was mostly for kids and families. The PS3 and Xbox 360 were aimed at the older core gamer. "But you have to understand that the business call on that was absolutely kids and families," Davis says. "We had no say in it. We could voice our opinions as loudly as we felt comfortable without jeopardising our position in the company, but they were two very separate entities in the company and they were allowed to do with their budget what they wanted. By the same token, they could have an opinion on what we did in core, but they couldn’t directly influence it." As a product of the kids and family division, this meant the decision ultimately rested with the head of the division, Martin Good, and THQ CEO Brian Farrell. Neither responded to Polygon’s requests for comment. A former manager from THQ’s kids and family division who asked to not be named says it wasn’t baffling that THQ would launch an HD uDraw tablet; it was baffling that they didn’t fully commit to it by supporting it with software. "What happens when you’re in a publishing business is you have annual budgets and you have quarterly budgets, and each game gets forecasted out," he says. "It starts about three years before the game comes out. You do forecasting every year, you update it, you lock in your annual forecast. "During the year, not everything sells the way you think it will. Some things sell more. Some things sell less. You’re always trying to stay on track. Once you’re halfway through the year, you’ve only got the products left in the rest of the year to make up the difference." In the case of THQ, the manager says it became clear in 2011 that the company wasn’t going to meet its financial goals, so it looked to what it had left for its Christmas quarter. There was Saints Row the Third, a core game, and uDraw. The former was a promising title, but execs weren't sure if the game alone could help the company reach its financial goals. The latter had already proven successful the previous year on Wii, so the company made the PS3 and Xbox 360 version. "For me, the confusing thing is if you’re going to do next-gen, there was no software to back it up," the former manager says. "There was no Dawn of War using the uDraw or anything like that. We could have positioned it for console. There was a drawing game and a Marvel game coming out that could have used it, but again, they hadn’t invested in the software." Analysts Polygon spoke to say the uDraw was THQ’s death knell from a cash-flow perspective. Manufacturing and distributing peripherals was expensive, and failing to sell them was a financial blow to an already weak business. The company was quickly running out of money and going into debt.