znga-10q_20170930.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                   

Commission File Number: 001-35375

 

Zynga Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

42-1733483

(State of or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

699 Eighth Street

 

San Francisco, CA

94103

(Address of principal executive offices)

(Zip Code)

 

(855) 449-9642

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes      No  

As of October 31, 2017, there were 781,787,362 shares of the Registrant’s Class A common stock outstanding, 68,239,013 shares of the Registrant’s Class B common stock outstanding and 20,517,472 shares of the Registrant’s Class C common stock outstanding.

 

 

 

 

 


Zynga Inc.

Form 10-Q Quarterly Report

TABLE OF CONTENTS

 

 

 

 

 

Page

Cautionary Note Regarding Forward-Looking Statements

 

1

 

 

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016

 

2

 

 

 

 

 

 

 

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016

 

3

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2017 and 2016

 

4

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016

5

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements

 

6

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

20

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

 

30

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

31

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

32

 

 

 

 

 

 

Item 1A.

Risk Factors

 

32

 

 

 

 

 

 

Item 6.

Exhibits

 

52

 

 

 

 

 

 

 

Signatures

 

53

 

 

 

 

 

 

 

 

 

 

 

Zynga, the Zynga logo and other trademarks or service marks of Zynga appearing in this report are the property of Zynga. Trade names, trademarks and service marks of other companies appearing in this report are the property of their respective holders.

 

.

 


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward looking statements reflecting our current expectations that involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements related to industry prospects, our future economic performance including anticipated revenues and expenditures, results of operations or financial position, and other financial items, our business plans and objectives, including our intended product releases, and may include certain assumptions that underlie the forward-looking statements. Forward-looking statements often include words such as “outlook,” “projected,” “intends,” “will,” “anticipate,” “believe,” “target,” “expect,” and statements in the future tense are generally forward-looking.

We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. The achievement or success of the matters covered by such forward-looking statements involves significant risks, uncertainties and assumptions, including those described in “Part II. Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment and industry. New risks may also emerge from time to time. It is not possible for our management to predict all of the risks related to our business and operations, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated, predicted or implied in the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur, and reported results should not be considered as an indication of future performance. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Except as required by law, we undertake no obligation to update any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations.

 

 

1


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Zynga Inc.

Consolidated Balance Sheets

(In thousands, except par value)

(Unaudited)

 

 

 

September 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

517,257

 

 

$

852,467

 

Marketable securities

 

 

254,972

 

 

 

 

Accounts receivable, net of allowance of $0 at September 30, 2017 and December 31, 2016

 

 

89,410

 

 

 

77,260

 

Income tax receivable

 

 

231

 

 

 

296

 

Restricted cash

 

 

8,682

 

 

 

6,199

 

Prepaid expenses and other current assets

 

 

30,718

 

 

 

29,254

 

Total current assets

 

 

901,270

 

 

 

965,476

 

Goodwill

 

 

660,871

 

 

 

613,335

 

Other intangible assets, net

 

 

40,517

 

 

 

25,430

 

Property and equipment, net

 

 

266,121

 

 

 

269,439

 

Restricted cash

 

 

250

 

 

 

3,050

 

Prepaid expenses and other non-current assets

 

 

59,273

 

 

 

29,119

 

Total assets

 

$

1,928,302

 

 

$

1,905,849

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

16,593

 

 

$

23,999

 

Income tax payable

 

 

3,892

 

 

 

1,889

 

Other current liabilities

 

 

77,768

 

 

 

75,754

 

Deferred revenue

 

 

143,907

 

 

 

141,998

 

Total current liabilities

 

 

242,160

 

 

 

243,640

 

Deferred revenue

 

 

162

 

 

 

158

 

Deferred tax liabilities, net

 

 

6,945

 

 

 

5,791

 

Other non-current liabilities

 

 

48,907

 

 

 

75,596

 

Total liabilities

 

 

298,174

 

 

 

325,185

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock, $0.00000625 par value, and additional paid in capital - authorized

   shares: 2,020,517; shares outstanding: 869,416 shares (Class A, 780,660, Class B,

   68,239 Class C, 20,517) as of September 30, 2017 and 886,850 (Class A, 770,269,

   Class B, 96,064, Class C, 20,517) as of December 31, 2016

 

 

3,410,816

 

 

 

3,349,714

 

Accumulated other comprehensive income (loss)

 

 

(91,223

)

 

 

(128,694

)

Accumulated deficit

 

 

(1,689,465

)

 

 

(1,640,356

)

Total stockholders’ equity

 

 

1,630,128

 

 

 

1,580,664

 

Total liabilities and stockholders’ equity

 

$

1,928,302

 

 

$

1,905,849

 

 

See accompanying notes to consolidated financial statements.

 

 

2


Zynga Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Online game

 

$

175,253

 

 

$

134,254

 

 

$

492,479

 

 

$

407,134

 

Advertising and other

 

 

49,342

 

 

 

48,170

 

 

 

135,631

 

 

 

143,746

 

Total revenue

 

 

224,595

 

 

 

182,424

 

 

 

628,110

 

 

 

550,880

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

65,907

 

 

 

62,675

 

 

 

194,956

 

 

 

175,917

 

Research and development

 

 

60,966

 

 

 

73,913

 

 

 

194,783

 

 

 

227,883

 

Sales and marketing

 

 

53,944

 

 

 

49,802

 

 

 

151,765

 

 

 

136,777

 

General and administrative

 

 

23,826

 

 

 

21,656

 

 

 

69,942

 

 

 

69,414

 

Impairment of intangible assets

 

 

 

 

 

20,677

 

 

 

 

 

 

20,677

 

Total costs and expenses

 

 

204,643

 

 

 

228,723

 

 

 

611,446

 

 

 

630,668

 

Income (loss) from operations

 

 

19,952

 

 

 

(46,299

)

 

 

16,664

 

 

 

(79,788

)

Interest income

 

 

1,502

 

 

 

800

 

 

 

3,548

 

 

 

2,266

 

Other income (expense), net

 

 

1,181

 

 

 

980

 

 

 

4,231

 

 

 

4,985

 

Income (loss) before income taxes

 

 

22,635

 

 

 

(44,519

)

 

 

24,443

 

 

 

(72,537

)

Provision for (benefit from) income taxes

 

 

4,544

 

 

 

(2,782

)

 

 

10,733

 

 

 

204

 

Net income (loss)

 

$

18,091

 

 

$

(41,737

)

 

$

13,710

 

 

$

(72,741

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.02

 

 

$

(0.05

)

 

$

0.02

 

 

$

(0.08

)

Diluted

 

$

0.02

 

 

$

(0.05

)

 

$

0.02

 

 

$

(0.08

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares used to compute net income

   (loss) per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

867,377

 

 

 

882,408

 

 

 

868,707

 

 

 

875,656

 

Diluted

 

 

893,684

 

 

 

882,408

 

 

 

895,207

 

 

 

875,656

 

 

See accompanying notes to consolidated financial statements.

 

 

3


Zynga Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income (loss)

 

$

18,091

 

 

$

(41,737

)

 

$

13,710

 

 

$

(72,741

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in foreign currency translation adjustment

 

 

20,490

 

 

 

(6,030

)

 

 

37,479

 

 

 

(54,290

)

Net change in unrealized gains (losses) on available-for-sale

   investments, net of tax

 

 

(27

)

 

 

(7

)

 

 

(8

)

 

 

123

 

Other comprehensive income (loss), net of tax

 

 

20,463

 

 

 

(6,037

)

 

 

37,471

 

 

 

(54,167

)

Comprehensive income (loss):

 

$

38,554

 

 

$

(47,774

)

 

$

51,181

 

 

$

(126,908

)

 

See accompanying notes to consolidated financial statements.

 

 

4


Zynga Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

13,710

 

 

$

(72,741

)

Adjustments to reconcile net income (loss) to net cash provided by (used in)

   operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

23,889

 

 

 

32,158

 

Stock-based compensation expense

 

 

49,346

 

 

 

80,982

 

(Gain) loss from sales of investments, assets and other, net

 

 

(206

)

 

 

160

 

Accretion and amortization on marketable securities

 

 

(172

)

 

 

322

 

Change in deferred income taxes and other

 

 

4,222

 

 

 

(2,734

)

Impairment of intangible assets

 

 

 

 

 

20,677

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(12,150

)

 

 

8,743

 

Income tax receivable

 

 

65

 

 

 

1,711

 

Other assets

 

 

294

 

 

 

(2,519

)

Accounts payable

 

 

(6,012

)

 

 

(10,171

)

Deferred revenue

 

 

1,913

 

 

 

2,121

 

Income tax payable

 

 

2,003

 

 

 

 

Other liabilities

 

 

(8,705

)

 

 

(26,436

)

Net cash provided by (used in) operating activities

 

 

68,197

 

 

 

32,273

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of marketable securities

 

 

(255,301

)

 

 

 

Sales and maturities of marketable securities

 

 

 

 

 

240,337

 

Acquisition of property and equipment

 

 

(6,878

)

 

 

(6,621

)

Business acquisitions, net of cash acquired

 

 

(35,081

)

 

 

(33,630

)

Proceeds from sale of property and equipment

 

 

221

 

 

 

3,035

 

Other investing activities, net

 

 

(7,225

)

 

 

 

Net cash provided by (used in) investing activities

 

 

(304,264

)

 

 

203,121

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Taxes paid related to net share settlement of stockholders' equity awards

 

 

(14,576

)

 

 

(2,163

)

Repurchases of common stock

 

 

(96,924

)

 

 

(112,392

)

Proceeds from issuance of common stock

 

 

8,249

 

 

 

5,570

 

Net cash provided by (used in) financing activities

 

 

(103,251

)

 

 

(108,985

)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

4,108

 

 

 

(2,307

)

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(335,210

)

 

 

124,102

 

Cash and cash equivalents, beginning of period

 

 

852,467

 

 

 

742,217

 

Cash and cash equivalents, end of period

 

$

517,257

 

 

$

866,319

 

 

See accompanying notes to consolidated financial statements.

 

 

5


Zynga Inc.

Notes to Consolidated Financial Statements

(Unaudited)

 

1. Overview and Summary of Significant Accounting Policies

Organization and Description of Business

Zynga Inc. (“Zynga,” “we” or the “Company”) is a leading provider of social game services. We develop, market and operate social games as live services played on mobile platforms such as iOS and Android and social networking sites such as Facebook. Generally, all of our games are free to play, and we generate revenue through the in-game sale of virtual goods and advertising services. Our operations are headquartered in San Francisco, California, and we have several operating locations in the U.S. as well as various international office locations in North America, India and Europe.

We completed our initial public offering in December 2011 and our Class A common stock is listed on the NASDAQ Global Select Market under the symbol “ZNGA.”

Basis of Presentation and Consolidation

The accompanying interim consolidated financial statements are presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the operations of us and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation.

The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Unaudited Interim Financial Information

The accompanying interim consolidated balance sheet as of September 30, 2017, the interim consolidated statements of operations, the interim consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2017 and 2016, the interim consolidated statements of cash flows for the nine months ended September 30, 2017 and 2016 and the notes to consolidated financial statements are unaudited. These unaudited consolidated interim financial statements have been prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited consolidated interim financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position and operating results for the periods presented. The results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results expected for the full fiscal year or any other future period.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and notes thereto. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the estimated lives of virtual goods that we use for revenue recognition, useful lives of property and equipment and intangible assets, accrued liabilities, income taxes, accounting for business combinations, stock-based compensation expense, and evaluation of goodwill, intangible assets, and long-lived assets for impairment. Actual results could differ materially from those estimates.

Changes in our estimated average life of durable goods resulted in an increase in revenue and income from operations of $0.3 million during the three and nine months ended September 30, 2017, which was the result of adjusting the remaining recognition period of deferred revenue generated in prior periods at the time of a change in estimate. There were no changes in our estimated average life for discontinued games that required adjusting the recognition period of deferred revenue generated in prior periods in the three and nine months ended September 30, 2017. These changes in estimates did not impact our earnings per share for the three months ended September 30, 2017. Further, these changes did not impact our basic earnings per share, but had a $0.01 per share impact on our diluted earnings per share, for the nine months ended September 30, 2017.  Changes in our estimated average life of durable goods resulted in an increase in revenue and income from operations of $0.5 million during the three months ended September 30, 2016 and $0.5 million during the nine months ended September 30, 2016, which was the result of adjusting the remaining recognition period of deferred revenue generated in prior periods at the time of a change in estimate. We also recognized $0.2 million during the three months ended September 30, 2016 and $3.8 million during the nine months ended September 30, 2016 of revenue and income from operations, due to changes in our estimated average life of durable virtual goods for games that have been discontinued as there is no further service obligation after the closure of these games. These changes in estimates did not impact our reported earnings per share for the three months ended September 30, 2016 and had a $0.01 per share impact on our reported earnings per share in the nine months ended September 30, 2016.

6


Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which requires revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 supersedes the existing revenue recognition guidance and is effective for interim and annual reporting periods beginning after December 15, 2017. The standard permits the use of either a full retrospective or modified retrospective (cumulative effect) transition method. We will apply the modified retrospective approach when we adopt the standard in the first quarter of 2018.

Based on our initial assessment, a key change in the standard that impacts our revenue recognition relates to the explicit collectability threshold a contract must meet before revenue can be recognized. For certain advertising arrangements where we have assessed that collectability is not reasonably assured due to unfavorable payment terms or a history of slow collections, the current practice is to defer revenue recognition until payment is received. However, under the new standard, we will be required to make an assessment of collectability at the inception of the contract and if deemed probable for collection, recognize revenue at the amount we expect to be entitled to as advertisements are delivered, which will result in an acceleration in revenue recognition compared to the current method. While we are still completing our assessment for the population of advertisers under consideration, we do not expect this change to have a material impact on our revenue.

We previously disclosed the standard would also have an impact on our software licensing related to NaturalMotion technology, which is currently recognized as revenue over time, rather than a point in time. However, as a result of a restructuring plan we implemented in the second quarter of 2017, we will no longer provide maintenance services for any new software licenses sold after June 30, 2017. Therefore, the requirement to estimate the standalone selling price of software licenses separate from any associated maintenance services and recognize revenue for the license when control is transferred will only apply to a small subset of our existing licensing contracts. While this change will result in an acceleration in revenue recognition compared to the current method, the impact will not be material.  

We do not anticipate significant changes to our current business processes and systems to support the adoption of the standard in the first quarter of 2018. We are currently in the process of finalizing our transition adjustment and the required disclosures, including the disaggregation of revenue, reconciliation of contract balances and significant judgments used to allow users of our financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with our customers.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. For lessors, accounting for leases will remain substantially the same as in prior periods. The standard is effective in the first quarter of 2019 and early adoption is permitted. While the Company expects adoption of this new standard to increase reported assets and liabilities, we are currently in the process of evaluating the timing of adoption of ASU 2016-02 as well as the full impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which provides guidance on specific topics related to how certain cash receipts and cash payments are classified in the statement of cash flows. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Both standards are effective for interim and annual reporting periods beginning after December 15, 2017 with early adoption is permitted. We will adopt the standards in the first quarter of 2018.  While we continue to assess the potential impact of the new standards, we expect the adoption of these standards will have a material impact on our consolidated financial statements due to the balance of our restricted cash.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The standard is effective for interim and annual periods beginning after December 15, 2017 and early adoption is permitted. We will adopt the standard in the first quarter of 2018 and are currently in the process of evaluating the impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” to simplify the subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price allocation to compute the implied fair value of goodwill to measure impairment. Instead, any goodwill impairment will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance is effective for annual or any interim goodwill impairment test in fiscal years beginning after December 15, 2019, with early adoption permitted for impairment tests performed after January 1, 2017. We are currently in the process of evaluating the impact on our consolidated financial statements.

 

7


2. Marketable Securities

The following table summarizes our amortized cost, gross unrealized gains and losses, and fair value of our available-for-sale marketable securities as of September 30, 2017 (in thousands):

 

 

 

September 30, 2017

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Aggregate

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

Corporate debt securities

 

 

255,002

 

 

 

 

 

 

(30

)

 

 

254,972

 

Total

 

$

255,002

 

 

$

 

 

$

(30

)

 

$

254,972

 

All of our available-for-sale marketable securities have contractual maturities of one year or less as of September 30, 2017.  We had no short-term and long-term marketable securities as of December 31, 2016.  

Changes in market interest rates and bond yields caused certain investments to fall below their cost basis, resulting in unrealized losses on marketable securities. None of these securities were in a material continuous unrealized loss position for more than 12 months.  

As of September 30, 2017, we did not consider any of our marketable securities to be other-than-temporarily impaired. We do not intend to sell, nor do we believe it is more likely than not that we will be required to sell, any of the securities in an unrealized loss position. When evaluating our investments for other-than-temporary impairment, we review factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer, our ability and intent to hold the security to maturity and whether it is more likely than not that we will be required to sell the investment before recovery of the amortized cost basis.

 

 

3. Fair Value Measurements

Our financial instruments consist of cash equivalents, marketable securities, and accounts receivable. Accounts receivable, net is stated at its carrying value, which approximates fair value.

Cash equivalents, which consist of money market funds, U.S. government and government agency securities, and corporate debt securities, are carried at fair value.  We estimate fair value as the exit price, which represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between knowledgeable and willing market participants.

As of December 31, 2016, our contingent consideration liability represented the estimated fair value of the additional consideration payable in connection with our acquisitions of Zindagi Games, Inc. (“Zindagi”) in the first quarter of 2016 and PuzzleSocial, Inc. (“PuzzleSocial”) in the third quarter of 2016. Under the terms of the acquisition agreements, the contingent consideration of up to $60.0 million for Zindagi and $42.0 million for PuzzleSocial could be payable based on the achievement of certain future performance targets during a period of time following the acquisition date (three years for Zindagi and two and a half years for PuzzleSocial). See further discussion regarding the Zindagi contingent consideration in Note 13 – “Commitments and Contingencies”.  We initially estimated the acquisition date fair value of the contingent consideration liabilities using discounted cash flow models, and applied a discount rate that appropriately captured a market participant’s view of the risk associated with the obligations. The significant unobservable inputs used in the fair value measurement of the acquisition-related contingent consideration payable were forecasted future cash flows and the timing of those cash flows, and the risk-adjusted discount rate. During the second quarter of 2017, it was determined the future performance of the acquired games would not meet the required performance targets.  As of September 30, 2017, we continue to not expect the future performance of the acquired games to meet the required performance targets for either acquisition. Accordingly, the estimated contingent consideration liabilities for Zindagi and PuzzleSocial remained at zero, which resulted in no impact and a net benefit of $0.9 million recorded to the statement of operations during the three and nine months ended September 30, 2017, respectively.  The net benefit during the nine months ended September 30, 2017 was recognized within research and development expense in our consolidated statement of operations.

Fair value is a market-based measurement that should be determined based on assumptions that knowledgeable and willing market participants would use in pricing an asset or liability. The valuation techniques used to measure the fair value of the Company’s financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data. We use a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Includes inputs, other than Level 1 inputs, that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs that are supported by little or no market activity.

8


The composition of our financial assets and liabilities within the fair value hierarchy are as follows (in thousands):

 

 

 

September 30, 2017

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

262,759

 

 

$

 

 

$

 

 

$

262,759

 

Corporate debt securities

 

 

 

 

 

86,659

 

 

 

 

 

 

86,659

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

 

 

 

 

254,972

 

 

 

 

 

 

254,972

 

Total financial assets

 

$

262,759

 

 

$

341,631

 

 

$

 

 

$

604,390

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

December 31, 2016

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

439,330

 

 

$

 

 

$

 

 

$

439,330

 

U.S. government and government agency debt securities

 

 

 

 

 

19,987

 

 

 

 

 

 

19,987

 

Corporate debt securities

 

 

 

 

 

269,767

 

 

 

 

 

 

269,767

 

Total financial assets

 

$

439,330

 

 

$

289,754

 

 

$

 

 

$

729,084

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

 

$

 

 

$

901

 

 

$

901

 

 

We did not have any transfers between valuation levels from December 31, 2016 to September 30, 2017.

The following table presents the activity for the nine months ended September 30, 2017 related to our Level 3 liabilities (in thousands):

 

Level 3 Liabilities:

 

Zindagi

 

 

PuzzleSocial

 

 

Total

 

Contingent consideration liability –  December 31, 2016

 

$

180

 

 

$

721

 

 

$

901

 

Fair value adjustments

 

 

(180

)

 

 

(721

)

 

 

(901

)

Contingent consideration liability –  September 30, 2017

 

$

 

 

$

 

 

$

 

 

 

4. Property and Equipment, net

Property and equipment, net consist of the following (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Computer equipment

 

$

28,356

 

 

$

27,046

 

Software

 

 

32,051

 

 

 

31,102

 

Land

 

 

89,130

 

 

 

89,130

 

Building

 

 

197,343

 

 

 

197,689

 

Furniture and fixtures

 

 

10,783

 

 

 

10,494

 

Leasehold improvements

 

 

8,712

 

 

 

8,071

 

Total property and equipment, gross

 

$

366,375

 

 

$

363,532

 

Less accumulated depreciation

 

 

(100,254

)

 

 

(94,093

)

Total property and equipment, net

 

$

266,121

 

 

$

269,439

 

 

 

5. Acquisitions

Acquisition of Solitaire Mobile Gaming Applications

 

On February 14, 2017, we purchased Solitaire mobile game applications from Harpan LLC (“Harpan”) and, in connection with the transaction, executed noncompetition agreements with the founders. We acquired these games to expand our card game portfolio. The total consideration paid to Harpan was approximately $42.5 million in cash, of which approximately $35.1 million was allocated to the business

9


combination and the remaining $7.4 million was allocated to the noncompetition agreements with a useful life of 2 years. We refer to the Solitaire mobile games acquired from Harpan as our “Solitaire games”.

The following table summarizes the purchase date fair value of acquired net intangible assets from Harpan (in thousands):

 

 

 

Total

 

Developed technology, useful life of 5 years

 

$

20,471

 

Goodwill

 

 

14,610

 

Total

 

$

35,081

 

 

 

 

 

 

Goodwill, which is deductible for tax purposes, represents the excess of the purchase price over the fair value of the net intangible assets acquired and is primarily attributable to the expected synergies at the time of the acquisition.

The results of operations for our Solitaire games have been included in our consolidated statement of operations since the date of acquisition. Pro forma results of operations related to our acquisition have not been presented as they are not material to our consolidated statement of operations.

 

6. Goodwill and Other Intangible Assets, net

The following table presents the changes to goodwill for the nine months ended September 30, 2017 (in thousands):

 

Goodwill –  December 31, 2016

 

$

613,335

 

Additions

 

 

14,610

 

Foreign currency translation and other adjustments (1)

 

 

32,926

 

Goodwill –  September 30, 2017

 

$

660,871

 

 

 

(1)

The increase is primarily related to translation gains on goodwill associated with the acquisition of NaturalMotion which the functional currency is denominated in British Pounds.

 

The details of our acquisition-related intangible assets as of September 30, 2017 are as follows (in thousands):

 

 

 

September 30, 2017

 

 

 

Gross Carrying

Value

 

 

Accumulated Amortization

 

 

Net Book Value

 

Developed technology

 

$

176,768

 

 

$

(147,990

)

 

$

28,778

 

Trademarks, branding and domain names

 

 

16,290

 

 

 

(10,170

)

 

 

6,120

 

Noncompetition agreements

 

 

7,390

 

 

 

(2,155

)

 

 

5,235

 

Acquired lease intangibles

 

 

5,708

 

 

 

(5,324

)

 

 

384

 

Total

 

$

206,156

 

 

$

(165,639

)

 

$

40,517

 

 

The details of our acquisition-related intangible assets as of December 31, 2016 are as follows (in thousands):

 

 

 

December 31, 2016

 

 

 

Gross Carrying

Value

 

 

Accumulated Amortization

 

 

Net Book Value

 

Developed technology

 

$

150,826

 

 

$

(132,123

)

 

$

18,703

 

Trademarks, branding and domain names

 

 

16,290

 

 

 

(10,063

)

 

 

6,227

 

Acquired lease intangibles

 

 

5,708

 

 

 

(5,208

)

 

 

500

 

Total

 

$

172,824

 

 

$

(147,394

)

 

$

25,430

 

 

The intangible assets include $6.1 million of indefinite-lived intangible assets as of September 30, 2017 and December 31, 2016. The remaining assets were, and continue to be, amortized on a straight-line basis.  Amortization expense related to other intangible assets was $3.5 million and $13.0 million for the three and nine months ended September 30, 2017, respectively. Comparatively, amortization expense related to other intangible assets was $7.4 million and $22.8 million for the three and nine months ended September 30, 2016, respectively.

10


As of September 30, 2017, future amortization expense related to the intangible assets is expected to be recognized as shown below (in thousands):

 

Year ending December 31:

 

 

 

 

Remaining 2017

 

$

3,245

 

2018

 

 

12,400

 

2019

 

 

7,548

 

2020

 

 

6,293

 

2021

 

 

4,230

 

Thereafter

 

 

681

 

Total

 

$

34,397

 

 

 

7. Income Taxes

The expense from income taxes increased by $7.3 million and $10.5 million in the three and nine months ended September 30, 2017, respectively, as compared to the same period of the prior year. The increase in the three and nine months ended September 30, 2017 was primarily attributable to an increase in foreign tax expense related to changes in our jurisdictional mix of earnings.

 

 

8. Other Current Liabilities

Other current liabilities consist of the following (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Accrued accounts payable

 

$

25,466

 

 

$

24,119

 

Accrued compensation liability

 

 

23,517

 

 

 

22,554

 

Accrued restructuring liability

 

 

3,404

 

 

 

4,987

 

Other current liabilities

 

 

25,381

 

 

 

24,094

 

Total other current liabilities

 

$

77,768

 

 

$

75,754

 

 

Accrued compensation liability represents employee bonus and other payroll withholding expenses. Accrued restructuring liability represents amounts payable related to our restructuring plans. Other current liabilities include various expenses that we accrue for transaction taxes, customer deposits, vendor expenses and amounts held in escrow related to acquisitions.

 

 

9. Restructuring

Summary of Restructuring Plans

During the three and nine months ended September 30, 2017, we recorded the following net restructuring charges within our consolidated statements of operations (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Research and development

 

$

867

 

 

$

 

 

$

1,200

 

 

$

124

 

General and administrative

 

 

128

 

 

 

(49

)

 

 

373

 

 

 

2,005

 

Total restructuring charges

 

$

995

 

 

$

(49

)

 

$

1,573

 

 

$

2,129

 

11


Significant restructuring activities related to the Company's employees and other charges, summarized by plan, are presented in the table below (in thousands):

 

 

 

Q3 2017

 

 

Q2 2017

 

 

Q2 2015

 

 

 

Restructuring Plan

 

 

Restructuring Plan

 

 

Restructuring Plan

 

Restructuring liability –  December 31, 2016

 

$

 

 

$

 

 

$

19,388

 

Restructuring expense and adjustments

 

 

845

 

 

 

1,301

 

 

 

(560

)

Cash payments

 

 

(838

)

 

 

(1,177

)

 

 

(3,890

)

Restructuring liability – September 30, 2017

 

$

7

 

 

$

124

 

 

$

14,938

 

Cumulative costs to date, as of September 30, 2017

 

$

845

 

 

$

1,301

 

 

$

34,215

 

Total costs expected to be incurred, as of September 30, 2017

 

$

1,011

 

 

$

1,436

 

 

$

34,215

 

 

Q3 2017 Restructuring Plan

During the third quarter of 2017, we implemented a restructuring plan, which included a reduction in work force to reduce the Company’s long-term cost structure. As a result of ongoing initiatives associated with this restructuring plan, we recorded $0.8 million of expense in the three and nine months ended September 30, 2017, which is included in operating expenses in our consolidated statement of operations. The $0.8 million restructuring charge is comprised of $0.6 million of employee severance costs and $0.2 million of other costs. The remaining liability as of September 30, 2017 is expected to be paid out over the next quarter.

 

Q2 2017 Restructuring Plan

During the second quarter of 2017, we implemented a restructuring plan, which included a reduction in work force to reduce the Company’s long-term cost structure. As a result of ongoing initiatives associated with this restructuring plan, we recorded expense of less than $0.1 million and $1.3 million in the three and nine months ended September 30, 2017, respectively, which is included in operating expenses in our consolidated statement of operations. The $1.3 million restructuring charge is comprised of $1.2 million of employee severance costs and $0.1 million of other costs. The remaining liability as of September 30, 2017 is expected to be paid out over the next year.

Q2 2015 Restructuring Plan

During the second quarter of 2015, we implemented a restructuring plan, which included a reduction in work force to reduce the Company’s long-term cost structure. As a result of ongoing initiatives associated with this restructuring plan, we recorded a net benefit of $0.1 million and $0.6 in the three and nine months ended September 30, 2017, respectively, which is included in operating expenses in our consolidated statement of operations. The remaining liability as of September 30, 2017 is expected to be paid out over the next 4.7 years.

 

 

10. Stockholders’ Equity

We recorded stock-based compensation expense related to grants of employee and consultant stock options, restricted stock, and restricted stock units (“ZSUs”) in our consolidated statements of operations as follows (in thousands):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Cost of revenue

 

$

435

 

 

$

1,049

 

 

$

1,425

 

 

$

2,825

 

Research and development

 

 

10,097

 

 

 

18,662