Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended September 30, 2014

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 Incorporation)   (IRS Employer Identification No.)

699 Eighth Street

San Francisco, CA

  94103
(Address of Principal Executive Offices)   (Zip Code)

(855) 449-9642

(Telephone No.)

 

 

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  x    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  x    No  ¨

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

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

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

As of October 15, 2014, there were 767,444,484 shares of the Registrant’s Class A common stock outstanding, 114,893,043 shares of the Registrant’s Class B common stock outstanding and 20,517,472 shares of the Registrant’s Class C common stock outstanding.

 

 

 


Table of Contents

Zynga Inc.

Form 10-Q Quarterly Report

TABLE OF CONTENTS

 

             Page  

Special Note Regarding Forward-Looking Statements

     1   
 

PART I. FINANCIAL INFORMATION

  

  Item 1.   Financial Statements (Unaudited)   
    Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013      2   
    Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2014 and 2013      3   
    Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2014 and 2013      4   
    Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2014 and 2013      5   
    Notes to Consolidated Financial Statements      6   
  Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations      21   
  Item 3.   Quantitative and Qualitative Disclosure About Market Risk      33   
  Item 4.   Controls and Procedures      33   
  PART II. OTHER INFORMATION   
  Item 1.   Legal Proceedings      33   
  Item 1A.   Risk Factors      33   
  Item 2.   Unregistered Sales of Equity Securities and Issuer Purchase of Equity Securities      53   
  Item 6.   Exhibits      54   
    Signatures      55   
    Exhibit Index      56   

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.

References in this report to “DAUs” mean daily active users of our games, “MAUs” mean monthly active users of our games, “MUUs” mean monthly unique users of our games, “ABPU” means average daily bookings per average DAU and “MUPs” mean monthly unique payers of our games. Unless otherwise indicated, these metrics are based on internally-derived measurements across all platforms on which our games are played. For further information about ABPU, DAUs, MAUs, MUPs, and MUUs as measured by us, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics.”


Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “might,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “outlook,” “target,” “expect,” or similar expressions, or the negative or plural of these words or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

 

    our future operational and strategic plans;

 

    our future relationship with Facebook, changes in the Facebook platform or changes in our agreements with Facebook;

 

    our relationship and/or agreements with Apple, Google and other Android platform providers and/or changes in the Android or iOS platforms;

 

    our relationship and/or agreements with key licensing partners, additional platform partners or any other key partners;

 

    our ability to successfully acquire and integrate companies and assets, including, but not limited to, our integration of NaturalMotion Limited (“NaturalMotion”) and the success of its current and future games as part of Zynga;

 

    our ability to launch and monetize successful new games and features for web and mobile in a timely manner, including Casino launches, planned launches in our Words franchise and in the Sports and Runner content categories, and the planned global launch of Looney Tunes Dash!;

 

    our ability to sustain and expand our franchise games;

 

    our ability to launch and monetize successful games and franchises in new markets and on new platforms;

 

    our ability to develop and launch new features and content for our existing games in a timely manner;

 

    the effectiveness of our marketing program;

 

    the growth of the social games market, including the mobile market and the advertising market;

 

    our ability to successfully transition our business to take advantage of the market opportunity in our industry;

 

    our ability to enter into, or expand our game offerings in, new evergreen content categories and the evergreen potential of these categories;

 

    our ability to retain key employees in light of business challenges, particularly employees key to franchise games and launches;

 

    the impact of new hires on our organization and other changes in personnel and roles;

 

    attracting qualified employees and key personnel;

 

    our ability to effectively compete in the markets in which we operate;

 

    expanding our network, including creating and building a mobile network on multiple platforms and across multiple devices and the success of that network;

 

    our ability to transition our web franchises to mobile and create new franchises on the web and mobile;

 

    the ability of our games to generate revenue and bookings for a significant period of time after launch and the timing for market acceptance of new games;

 

    retaining and adding players in a cost-effective manner and increasing the monetization of our player base;

 

    earnout payments in connection with acquisitions;

 

    our evaluation of new business opportunities;

 

    our ability to rationalize our product pipeline, control marketing and technology expenditures and consolidate certain facilities;

 

    our ability to efficiently deploy employees and leverage our teams and talent, including shifting resources when necessary to prioritize more important projects;

 

    our estimated savings and charges associated with our restructuring efforts;

 

    capital expenditures and investment in our network infrastructure, including data centers;

 

    the effectiveness of our cost cutting activities and our ability to control and reduce expenses;

 

    player acquisition, advertising and marketing costs;

 

    our use of working capital in general;

 

    maintaining a technology infrastructure that can efficiently and reliably handle increased player usage, fast load times and the rapid deployment of new features and products;

 

    utilizing, protecting, defending and enforcing our intellectual property;

 

    intellectual property disputes or other litigation;

 

    our ability to prevent credit card fraud and security breaches; and

 

    protecting our players’ information and adequately addressing privacy concerns.

These forward-looking statements are subject to a number of 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. The achievement or success of the matters covered by such forward-looking statements involves significant risks, uncertainties and assumptions. 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.

You should not rely upon forward-looking statements as predictions of future events. 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. Factors that could cause or contribute to such differences include, but are not limited to, those described in the section titled “Risk Factors.” 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


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Zynga Inc.

Consolidated Balance Sheets

(In thousands, except par value)

(Unaudited)

 

     September 30,
2014
    December 31,
2013
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 128,278      $ 465,523   

Marketable securities

     697,484        659,973   

Accounts receivable, net of allowance of $0 at September 30, 2014 and December 31, 2013

     86,565        65,667   

Income tax receivable

     3,744        6,943   

Deferred tax assets

     3,803        16,293   

Restricted cash

     48,050        3,493   

Other current assets

     24,443        23,507   
     

 

 

   

 

 

 

Total current assets

     992,367        1,241,399   

Long-term marketable securities

     319,115        416,474   

Goodwill

     675,324        227,989   

Other intangible assets, net

     76,479        18,282   

Property and equipment, net

     307,387        348,793   

Other long-term assets

     20,704        26,148   
  

 

 

   

 

 

 

Total assets

   $ 2,391,376      $ 2,279,085   
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities:

    

Accounts payable

   $ 15,439      $ 20,973   

Other current liabilities

     153,956        68,866   

Deferred revenue

     198,688        186,663   
     

 

 

   

 

 

 

Total current liabilities

     368,083        276,502   

Deferred revenue

     5,312        3,252   

Deferred tax liabilities

     8,458        —     

Other non-current liabilities

     78,639        122,060   
     

 

 

   

 

 

 

Total liabilities

     460,492        401,814   

Stockholders’ equity:

    

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

    

2,020,517; shares outstanding: 902,012 shares (Class A, 766,592, Class B, 114,903, Class C, 20,517) as of September 30, 2014 and 832,309 (Class A, 685,554, Class B, 126,238, Class C, 20,517) as of December 31, 2013

     3,062,186        2,823,743   

Accumulated other comprehensive income (loss)

     (4,510     (1,046

Accumulated deficit

     (1,126,792     (945,426
  

 

 

   

 

 

 

Total stockholders’ equity

     1,930,884        1,877,271   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,391,376      $ 2,279,085   
  

 

 

   

 

 

 

See accompanying notes.

 

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Zynga Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2014     2013     2014     2013  

Revenue:

        

Online game

   $ 139,372      $ 174,370      $ 402,608      $ 607,262   

Advertising and other

     37,239        28,210        95,255        89,642   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     176,611        202,580        497,863        696,904   

Costs and expenses:

        

Cost of revenue

     53,286        59,011        158,078        189,482   

Research and development

     100,113        81,023        291,419        334,526   

Sales and marketing

     44,005        21,170        115,466        79,640   

General and administrative

     38,536        34,012        128,703        121,193   

Impairment of intangible assets

     —          10,217        —          10,217   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     235,940        205,433        693,666        735,058   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     (59,329     (2,853     (195,803     (38,154

Interest income

     841        965        2,487        3,233   

Other income (expense), net

     647        929        2,668        (4,465
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (57,841     (959     (190,648     (39,386

Provision for (benefit from) income taxes

     (783     (891     (9,874     (27,646
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (57,058   $ (68   $ (180,774   $ (11,740
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share:

        

Basic

   $ (0.06   $ 0.00     $ (0.21   $ (0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.06   $ 0.00     $ (0.21   $ (0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares used to compute net income (loss) per share:

        

Basic

     884,021        804,129        869,178        791,032   

Diluted

     884,021        804,129        869,178        791,032   

See accompanying notes.

 

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Zynga Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)

 

                                                                           
     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2014     2013     2014     2013  

Net income (loss)

   $ (57,058   $ (68   $ (180,774   $ (11,740

Other comprehensive income (loss):

        

Change in foreign currency translation adjustment

     (21,368     179        (3,055     (1,280

Net change on unrealized gains (losses) on available-for-sale investments, net of tax

     (272     1,187        (409     (241

Net change on unrealized gains (losses) on derivative instruments

     —          —          —          2,423   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss)

     (21,640     1,366        (3,464     902   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ (78,698   $ 1,298      $ (184,238   $ (10,838
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes.

 

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Zynga Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

     Nine Months Ended
September 30,
 
     2014     2013  

Operating activities:

    

Net income (loss)

   $ (180,774   $ (11,740

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

       

Depreciation and amortization

     64,553        96,905   

Stock-based expense

     93,468        65,066   

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

     2,131        7,437   

Tax benefits from stock-based awards

     —          (10,792

Excess tax benefits from stock-based awards

     —          10,792   

Accretion and amortization on marketable securities

     7,783        14,310   

Deferred income taxes

     (10,113     (18,253

Impairment of intangible assets

     —          10,217   

Changes in operating assets and liabilities:

    

Accounts receivable, net

     (13,443     39,902   

Income tax receivable

     3,200        (469

Other assets

     (3,860     194   

Accounts payable

     (5,919     (2,728

Deferred revenue

     13,838        (127,405

Other liabilities

     20,280        (52,494
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     (8,856     20,942   
  

 

 

   

 

 

 

Investing activities:

    

Purchases of marketable securities

     (617,256     (821,942

Sales of marketable securities

     170,943        234,901   

Maturities of marketable securities

     496,763        699,418   

Acquisition of property and equipment

     (7,078     (7,344

Business acquisition, net of cash acquired

     (391,711     (18,054

Proceeds from sale of property and equipment

     5,059        —     

Restricted cash

     —          227   

Other investing activities, net

     357        228   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     (342,923     87,434   
  

 

 

   

 

 

 

Financing activities:

    

Taxes paid related to net share settlement of equity awards

     (963     (1,031

Repurchases of common stock

     —          (9,302

Proceeds from exercise of stock options

     9,410        6,430   

Proceeds from employee stock purchase plan

     6,318        7,892   

Excess tax benefits from stock-based awards

     —          (10,792

Repayment of debt

     —          (100,000
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     14,765        (106,803
     

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (231     (804

Net increase (decrease) in cash and cash equivalents

     (337,245     769   

Cash and cash equivalents, beginning of period

     465,523        385,949   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 128,278      $ 386,718   
  

 

 

   

 

 

 

See accompanying notes.

 

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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”) develops, markets, and operates online social games as live services played over the Internet and on social networking sites and mobile platforms. We generate revenue through the in-game sale of virtual goods and through advertising. 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 Canada, Asia 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 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.

Unaudited Interim Financial Information

The accompanying interim consolidated balance sheet as of September 30, 2014, the interim consolidated statements of operations and, the interim consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2014 and 2013, and the interim consolidated statements of cash flows for the nine months ended September 30, 2014 and 2013 and the related footnote disclosures 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 have been prepared on the same basis as the audited consolidated financial statements and 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, 2014 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 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 virtual goods during the nine months ended September 30, 2014 for various games resulted in a decrease in revenue and income from continuing operations of $0.8 million, which is the result of adjusting the remaining recognition period of deferred revenue generated in prior periods at the time of a change in estimate. These changes in estimates did not impact our reported earnings per share for the nine months ended September 30, 2014. There was no material impact to revenue recognized in the third quarter of 2014 from changes in our estimated average life of durable goods.

Accounting Policy Updates

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, 2013.

In June 2013, the Financial Accounting Standards Board ratified Accounting Standards Update 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” which concludes an unrecognized tax benefit should be presented as a reduction of a deferred tax asset when settlement in this manner is available under the tax law. We adopted this amendment in the first quarter of 2014, which resulted in a reduction of non-current liabilities of $33.3 million.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” 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 in “Revenue Recognition (Topic 605)” and is effective in the first quarter of 2017. Early adoption is not permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

 

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2. Marketable Securities

The following tables summarize our amortized cost, gross unrealized gains and losses and fair value of our available-for-sale investments in marketable securities (in thousands):

 

     September 30, 2014  
     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
    Aggregate
Fair Value
 

U.S. government and government agency debt securities

   $ 429,462       $ 162       $ (115   $ 429,509   

Corporate debt securities

     575,425         112         (355     575,182   

Municipal securities

     11,908         —           —          11,908   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 1,016,795       $ 274       $ (470   $ 1,016,599   
  

 

 

    

 

 

    

 

 

   

 

 

 
     December 31, 2013  
     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
    Aggregate
Fair Value
 

U.S. government and government agency debt securities

   $ 333,632       $ 160       $ (51   $ 333,741   

Corporate debt securities

     731,225         356         (257     731,324   

Municipal securities

     11,376         6         —          11,382   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 1,076,233       $ 522       $ (308   $ 1,076,447   
  

 

 

    

 

 

    

 

 

   

 

 

 

For more detail on our method for determining the fair value of our assets, see Note 3 – “Fair Value Measurements”

The estimated fair value of available-for-sale marketable securities, classified by their contractual maturities was as follows (in thousands):

 

     September 30, 2014  

Due within one year

   $ 697,484   

After one year through three years

     319,115   
  

 

 

 

Total

   $ 1,016,599   
  

 

 

 

Changes in market interest rates and bond yields cause certain of our investments to fall below their cost basis, resulting in unrealized losses on marketable securities. As of September 30, 2014, we had unrealized losses of $0.5 million related to marketable securities that had a fair value of $539.0 million. As of December 31, 2013, we had unrealized losses of $0.3 million related to marketable securities that had a fair value of $240.9 million. None of these securities were in a continuous unrealized loss position for more than 12 months.

As of September 30, 2014 and December 31, 2013, we did not consider any of our marketable securities to be other-than-temporarily impaired. 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 and whether it is more likely than not that we will be required to sell the investment before recovery of its cost basis.

 

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3. Fair Value Measurements

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

Cash equivalents and short-term and long-term marketable securities, consisting of money market funds, U.S. government and government agency debt securities, municipal securities and corporate debt securities, are carried at fair value, which is defined as an exit price, representing 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.

Our contingent consideration liability represents the estimated fair value of the additional consideration payable in connection with our acquisition of Spooky Cool Labs LLC (“Spooky Cool”). The amount payable is contingent upon the achievement of certain performance milestones for each of Spooky Cool’s fiscal years ended June 30, 2014 and June 30, 2015. Under the terms of the agreement, the maximum amount that could be earned and payable by us is $100 million. As of September 30, 2014, based on our updated assessment of Spooky Cool’s expected performance, the maximum amount currently achievable and payable by us is $60 million.

We initially estimated the acquisition date fair value of the contingent consideration payable using probability-weighted discounted cash flow models, and applied a discount rate that appropriately captured a market participant’s view of the risk associated with the obligations. In the third quarter of 2014, we updated this analysis based on our updated projections and recorded the change in estimated fair value of the contingent consideration liability as an expense of approximately $6.8 million within research and development expense in our consolidated statement of operations. The significant unobservable inputs used in the fair value measurement of the acquisition-related contingent consideration payable are forecasted future cash flows and the timing of those cash flows. Significant changes in actual and forecasted future cash flows may result in significant charges or benefits to our future operating expenses.

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 debt instruments and all other 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.

The composition of our financial instruments among the three Levels of the fair value hierarchy are as follows (in thousands):

 

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Table of Contents
     September 30, 2014  
     Level 1      Level 2      Level 3      Total  

Assets:

           

Money market funds (1)

   $ 41,957       $ —         $ —         $ 41,957   

U.S. government and government agency debt securities

     —           429,509         —           429,509   

Corporate debt securities

     —           575,182         —           575,182   

Municipal securities

     —           11,908         —           11,908   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 41,957       $ 1,016,599       $ —         $ 1,058,556   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           
  

 

 

    

 

 

    

 

 

    

 

 

 

Contingent consideration

   $ —         $ —         $      31,820       $ 31,820   
  

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2013  
     Level 1      Level 2      Level 3      Total  

Assets:

           

Money market funds (1)

   $ 349,421       $ —         $ —         $ 349,421   

U.S. government and government agency debt securities

     —           333,741         —           333,741   

Corporate debt securities

     —           731,324         —           731,324   

Municipal securities

     —           11,382         —           11,382   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 349,421       $ 1,076,447       $ —         $ 1,425,868   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           
  

 

 

    

 

 

    

 

 

    

 

 

 

Contingent consideration

   $ —         $ —         $ 11,720       $ 11,720   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (1) Includes amounts classified as cash and cash equivalents.

4. Property and Equipment

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

 

     September 30,
2014
    December 31,
2013
 

Computer equipment

   $ 141,464      $ 225,063   

Software

     31,662        27,668   

Land

     89,130        89,130   

Building

     194,351        192,512   

Furniture and fixtures

     10,775        11,303   

Leasehold improvements

     9,706        11,695   
  

 

 

   

 

 

 
     477,088        557,371   

Less accumulated depreciation

     (169,701     (208,578
  

 

 

   

 

 

 

Total property and equipment, net

   $ 307,387      $ 348,793   
  

 

 

   

 

 

 

5. Acquisitions

On February 11, 2014, we acquired 100% of the outstanding stock of NaturalMotion, a provider of games for mobile phones and tablets domiciled in the U.K. We acquired NaturalMotion to leverage their strong portfolio of technology, assembled workforce and existing mobile games in order to expand and enhance our game offerings particularly on mobile platforms. The acquisition date fair value of the purchase consideration was $522.2 million, which included the following:

 

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Table of Contents
     Fair Value of Purchase
Consideration,
in thousands
 

Cash

   $ 391,000   

Common stock (28,178,201 shares)

     130,465   

Fair value of stock options assumed

     693   
  

 

 

 

Total

   $ 522,158   
  

 

 

 

The value of the purchase consideration attributed to the 28.2 million common shares issued was based on a $4.63 closing price of the Company’s Class A Common Stock on the date of the closing of the acquisition.

The following table summarizes the preliminary acquisition date fair value of net tangible assets acquired and liabilities assumed from NaturalMotion (in thousands, unaudited):

 

     Preliminary
Estimated Fair Value,
in thousands
    Preliminary Estimated
Weighted Average Useful Life
 

Tangible net assets (liabilities) assumed

   $ (2,648     N/A   

Intangible assets

    

Developed technology

     59,900        3 years   

Branding and trade names

     15,000        4.6 years   

Goodwill

     449,906        N/A   
  

 

 

   

Total

   $ 522,158     
  

 

 

   

Goodwill, which is partially deductible for U.S. income tax purposes, represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, and is primarily attributable to the assembled workforce of the acquired business and expected synergies at the time of the acquisition. The preliminary fair values of net tangible assets acquired and liabilities assumed are management’s estimates based on the information available at the acquisition date.

The information above provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, however, the preliminary measurements of fair value are subject to change including in the area of income taxes payable and deferred taxes which may change subject to the completion of certain tax returns.

On the acquisition date, we assumed unvested NaturalMotion employee stock options and exchanged them for options to purchase shares of our Class A Common Stock with a preliminary fair value of $29.7 million. $0.7 million of this value was allocated to purchase consideration and the remaining $29.0 million was allocated to future compensation expense which will be recorded as stock-based expense over the vesting period of the awards. Also on the acquisition date, we granted to continuing employees 11.6 million shares of our Class A Common Stock that vest over a period of three years from the grant date, subject to continued employment with Zynga. The value of these shares on the acquisition date was $53.6 million and will be recorded as stock-based expense over the requisite service period in accordance with the vesting terms. Transaction costs incurred by the Company in connection with the acquisition, including professional fees and transaction taxes, were $6.4 million and are included in our statement of operations for the nine months ended September 30, 2014.

The amounts of revenue and net loss of NaturalMotion included in the Company’s condensed consolidated statement of operations for the post acquisition period from February 12, 2014 to September 30, 2014 are as follows (unaudited, in thousands):

 

     February 12, 2014 to
September 30, 2014
 

Total revenues

   $ 14,721   

Net loss

   $ 56,434   

 

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The net loss includes approximately $20.3 million of stock-based expense and $14.0 million related to the amortization of acquired intangibles, net of tax.

The following pro forma financial information summarizes the combined results of operations for the Company and NaturalMotion, which was significant for the purposes of unaudited pro forma financial information disclosure, as though the companies were combined as of the beginning of the Company’s fiscal years presented.

The pro forma financial information was as follows (unaudited, in thousands):

 

     Nine Months Ended September 30,  
     2014     2013  

Total revenues

   $ 504,982      $ 721,240   

Net loss

   $ (188,811   $ (56,104

The pro forma financial information for all periods presented has been calculated after adjusting the results of NaturalMotion to reflect the business combination accounting effects resulting from this acquisition including fair value adjustments resulting from purchase accounting, the amortization expenses from acquired intangible assets, the stock-based compensation expense for unvested stock options assumed and restricted stock awards granted and the related tax effects as though the acquisition occurred as of the beginning of the periods presented. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved based on these assumptions.

6. Goodwill and Other Intangible Assets

Changes in the carrying value of goodwill from December 31, 2013 to September 30, 2014 are as follows (in thousands):

 

Goodwill – December 31, 2013

   $  227,989   

Additions

     450,130   

Foreign currency translation adjustments

     (2,795
  

 

 

 

Goodwill – September 30, 2014

   $ 675,324   
  

 

 

 

 

                                                        
     Gross Carrying
Value
     Accumulated
Amortization
    Net Book
Value
 

Developed technology

   $ 154,615       $ (88,906   $ 65,709   

Trademarks, branding and domain names

     16,292         (7,325     8,967   

Acquired lease intangibles

     5,708         (3,905     1,803   
  

 

 

    

 

 

   

 

 

 

Total

   $ 176,615       $ (100,136   $ 76,479   
  

 

 

    

 

 

   

 

 

 

These assets were, and continue to be, amortized on a straight-line basis. As of September 30, 2014, future amortization expense related to the intangible assets is expected to be recognized as shown below (in thousands):

 

Year ending December 31:

  

2014

   $ 7,290   

2015

     28,032   

2016

     25,681   

2017 and thereafter

     9,356   
  

 

 

 

Total

   $ 70,359   
  

 

 

 

 

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7. Income Taxes

The benefit from income taxes decreased by $0.1 million and $17.8 million in the three and nine months ended September 30, 2014, respectively, as compared to the same period of the prior year. The decrease in the nine months ended September 30, 2014 is attributable primarily to the incremental benefit of $5.0 million recorded in the first quarter of 2013 related to the recognition of Federal research and development tax credits and the net benefit related to changes in the estimated jurisdictional mix of earnings between the two periods of $12.8 million.

During 2012, we completed the implementation of our international structure, which resulted in a significant loss outside of the U.S for which no benefit was recorded. If the Company is profitable, we expect our global effective tax rate to be less than the U.S. statutory income tax rate.

8. Other Current Liabilities

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

 

     September 30,
2014
     December 31,
2013
 

Accrued escrow for acquisitions

   $ 47,913       $ 6,122   

Contingent consideration liability

     31,820         —     

Accrued compensation liability

     21,444         10,185   

Accrued restructuring liability

     11,140         6,751   

Other current liabilities

     41,639         45,808   
  

 

 

    

 

 

 

Total other current liabilities

   $ 153,956       $ 68,866   
  

 

 

    

 

 

 

Other current liabilities include various expenses that we accrue for transaction taxes, customer deposits and accrued accounts payable.

9. Restructuring

During the nine months ended September 30, 2014, we recorded a total restructuring charge of $27.7 million which was classified within our consolidated statement of operations as follows: Cost of Revenue $1.2 million, Research and Development $9.6 million, Sales and Marketing $1.5 million and General and Administrative $15.4 million.

Q1 2014 Restructuring Plan

During the three months ended March 31, 2014, our board of directors authorized, and we implemented a restructuring plan that included a reduction in work force and the closure of certain office and data center facilities as part of an overall plan to better align our cost structure against market opportunities. As a result of this restructuring, we recorded a charge of $27.7 million in the nine months ended September 30, 2014, which is included in operating expenses in our consolidated statement of operations. The $27.7 million restructuring charge in the nine months ended September 30, 2014 is comprised of $13.4 million of employee severance costs and $14.3 million related to the closure of certain offices and data center facilities. This restructuring charge does not include the impact of $2.4 million of net stock-based expense reversals associated with the net effect of forfeitures from employee terminations and the acceleration of unvested stock awards which were recorded in stock-based expense. The remaining liability related to our Q1 2014 restructuring plan as of September 30, 2014 was $12.8 million and is expected to be paid out over the next 2.3 years.

The following table presents the activity for the three months ended March 31, 2014 and June 30, 2014 and the three and nine months ended September 30, 2014 related to the Q1 2014 restructuring plan (in thousands):

 

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    Three Months Ended     Nine Months Ended
September 30, 2014
 
    March 31, 2014     June 30, 2014     September 30, 2014    

Restructuring liability - beginning of period

  $ —        $ 21,036      $ 14,006      $ —     

Restructuring expense and adjustments

    29,894        (2,314 )(1)      308        27,888   

Cash payments

    (8,858     (4,716     (1,519     (15,093
 

 

 

   

 

 

   

 

 

   

 

 

 

Restructuring liability (Q1 2014 Plan) - end of period

  $ 21,036      $ 14,006      $ 12,795      $ 12,795   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) A $2.3 million adjustment was recorded in the second quarter of 2014 to reduce our restructuring liability as a result of executing a sublease agreement with a new tenant in a data center facility we had previously vacated in the first quarter of 2014.

Other Plans

The following table presents the activity for the three months ended March 31, 2014 and June 30, 2014 and the three and nine months ended September 30, 2014 related to all other remaining historical restructuring plans from prior years (in thousands):

 

    Three Months Ended     Nine Months Ended
September 30, 2014
 
    March 31, 2014     June 30, 2014     September 30, 2014    

Restructuring liability - beginning of period

  $ 13,561      $ 9,813      $ 8,128      $ 13,561   

Restructuring expense and adjustments

    (239     44        (21     (216

Cash payments

    (3,509     (1,729     (1,096     (6,334
 

 

 

   

 

 

   

 

 

   

 

 

 

Restructuring liability (2013 Plan) - end of period

  $ 9,813      $ 8,128      $ 7,011      $ 7,011   
 

 

 

   

 

 

   

 

 

   

 

 

 

The remaining liability of $7.0 million is expected to be paid out over the next 3.0 years.

 

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10. Stockholders’ Equity

We recorded stock-based expense related to grants of employee and consultant stock options, warrants, 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,  
     2014      2013     2014      2013  

Cost of revenue

   $ 1,110       $ (645   $ 3,391       $ (351

Research and development

     24,281         10,119        60,293         46,907   

Sales and marketing

     1,187         2,941        4,505         8,327   

General and administrative

     9,717         (3,159     25,279         10,183   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total stock-based expense

   $ 36,295       $ 9,256      $ 93,468       $ 65,066   
  

 

 

    

 

 

   

 

 

    

 

 

 

The following table shows stock option activity for the nine months ended September 30, 2014 (in thousands, except weighted-average exercise price and weighted-average contractual term):

 

     Outstanding Options  
     Stock Options     Weighted-
Average
Exercise
Price
     Aggregate
Intrinsic Value of

Stock Options
Outstanding
     Weighted-
Average
Contractual Term

(in years)
 

Balance as of December 31, 2013

     41,081      $ 2.07       $ 83,089         7.02   

Granted

     13,163        2.41         

Forfeited and cancelled

     (4,374     3.16         

Exercised

     (8,491     1.16         
  

 

 

         

Balance as of September 30, 2014

     41,379      $ 2.25       $ 49,299         7.06   
  

 

 

         

The following table shows a summary of ZSU activity for the nine months ended September 30, 2014 (in thousands, except weighted-average grant date fair value):

 

     Outstanding ZSUs  
           Shares           Weighted-
Average Grant Date

Fair Value
     Aggregate
Intrinsic Value of

Unvested ZSUs
 

Unvested as of December 31, 2013

     66,997      $ 4.96       $ 254,589   

Granted

     33,731        3.87      

Vested

     (19,411     5.27      

Forfeited and cancelled

     (22,654     4.66      
  

 

 

      

Unvested as of September 30, 2014

     58,663      $ 4.34       $ 158,390   
  

 

 

      

The following table shows a summary of changes in accumulated other comprehensive income by component for the three and nine months ended September 30, 2014 (in thousands):

 

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Table of Contents
     Foreign Currency
Translation
    Unrealized Gains
(Losses) on Available-
for-Sale Securities
    Total  

Balance as of June 30, 2014

   $ 17,054      $ 76      $ 17,130   

Other comprehensive income (loss) before reclassifications

     (21,368     (283     (21,651

Amounts reclassified from accumulated other comprehensive income

     —          11        11   
  

 

 

   

 

 

   

 

 

 

Net current-period other comprehensive income (loss)

     (21,368     (272     (21,640
  

 

 

   

 

 

   

 

 

 

Balance as of September 30, 2014

   $ (4,314   $ (196   $ (4,510
  

 

 

   

 

 

   

 

 

 

 

     Foreign Currency
Translation
    Unrealized Gains
(Losses) on Available-
for-Sale Securities
    Total  

Balance as of December 31, 2013

   $ (1,259   $ 213      $ (1,046

Other comprehensive income (loss) before reclassifications

     (3,055     (403     (3,458

Amounts reclassified from accumulated other comprehensive income

     —          (6     (6
  

 

 

   

 

 

   

 

 

 

Net current-period other comprehensive income (loss)

     (3,055     (409     (3,464
  

 

 

   

 

 

   

 

 

 

Balance as of September 30, 2014

   $ (4,314   $ (196   $ (4,510
  

 

 

   

 

 

   

 

 

 

In October 2012, our board of directors authorized a $200 million stock repurchase program. We initiated purchases under this program in December 2012. As of September 30, 2014, the remaining authorized amount of stock repurchases that may be made under this plan was $178.9 million. The program expired on October 31, 2014. We did not repurchase any shares in the three months ended September 30, 2014.

11. Net Income (Loss) Per Share of Common Stock

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. In computing diluted net income (loss) per share, net income (loss) is re-allocated to reflect the potential impact of dilutive securities, including stock options, warrants, unvested restricted stock and unvested ZSUs. Diluted net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding, including potential dilutive securities. For periods in which we have generated a net loss, we do not include stock options, warrants, unvested restricted stock and unvested ZSUs in our computation of diluted net income (loss) per share, as the impact of these awards is anti-dilutive. The net per share amounts are the same for Class A, Class B and Class C common stock because the holders of each class are legally entitled to equal per share distributions whether through dividend or distribution. Further, as we assume the conversion of Class B and Class C common shares into Class A common shares for the Class A diluted net income (loss) per share computation, the net income (loss) is equal to total net income (loss) for that computation.

The following table sets forth the computation of basic and diluted net income (loss) per share of common stock (in thousands, except per share data):

 

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Table of Contents
     Three Months Ended September 30,  
     2014     2013  
     Class
A
    Class
B
    Class
C
    Class
A
    Class
B
    Class
C
 
     (unaudited)  

BASIC:

            

Net income (loss) attributable to common stockholders

   $ (48,121   $ (7,613   $ (1,324   $ (54   $ (12   $ (2

Weighted-average common shares outstanding

     745,558        117,946        20,517        639,360        144,252        20,517   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic net income (loss) per share

   $ (0.06   $ (0.06   $ (0.06   $ 0.00     $ 0.00     $ 0.00  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

DILUTED:

            

Net income (loss) attributable to common stockholders

   $ (48,121   $ (7,613   $ (1,324   $ (54   $ (12   $ (2

Reallocation of net income (loss) as a result of conversion of Class C shares to Class A shares

     (1,324     —          —          (2     —          —     

Reallocation of net income (loss) as a result of conversion of Class B shares to Class A shares

     (7,613     —          —          (12     —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common stockholders-diluted

   $ (57,058   $ (7,613   $ (1,324   $ (68   $ (12   $ (2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average common shares outstanding-basic

     745,558        117,946        20,517        639,360        144,252        20,517   

Conversion of Class C to Class A common shares

     20,517        —          —          20,517        —          —     

Conversion of Class B to Class A common shares

     117,946        —          —          144,252        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average common shares outstanding-diluted

     884,021        117,946        20,517        804,129        144,252        20,517   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net income (loss) per share

   $ (0.06   $ (0.06   $ (0.06   $ 0.00     $ 0.00     $ 0.00  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
     Nine Months Ended September 30,  
     2014     2013  
     Class
A
    Class
B
    Class
C
    Class
A
    Class
B
    Class
C
 
     (unaudited)  

BASIC:

            

Net income (loss) attributable to common stockholders

   $ (151,292   $ (25,215   $ (4,267   $ (9,102   $ (2,333   $ (305

Weighted-average common shares outstanding

     727,425        121,236        20,517        613,323        157,192        20,517   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic net income per share

   $ (0.21   $ (0.21   $ (0.21   $ (0.01   $ (0.01   $ (0.01
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

DILUTED:

            

Net income (loss) attributable to common stockholders

   $ (151,292   $ (25,215   $ (4,267   $ (9,102   $ (2,333   $ (305

Reallocation of net income (loss) as a result of conversion of Class C shares to Class A shares

     (4,267     —          —          (305     —          —     

Reallocation of net income (loss) as a result of conversion of Class B shares to Class A shares

     (25,215     —          —          (2,333     —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common stockholders-diluted

   $ (180,774   $ (25,215   $ (4,267   $ (11,740   $ (2,333   $ (305
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average common shares outstanding-basic

     727,425        121,236        20,517        613,323        157,192        20,517   

Conversion of Class C to Class A common shares outstanding

     20,517        —          —          20,517        —          —     

Conversion of Class B to Class A common shares outstanding

     121,236        —          —          157,192        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Number of shares used in diluted net income (loss) per share

     869,178        121,236        20,517        791,032        157,192        20,517   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net income (loss) per share

   $ (0.21   $ (0.21   $ (0.21   $ (0.01   $ (0.01   $ (0.01
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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The following weighted-average equity awards were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2014      2013      2014      2013  

Stock options

     42,726         60,320         43,206         65,803   

Warrants

     —           695         —           695   

Restricted shares

     13,763         3,649         12,333         4,439   

ZSUs

     51,550         63,448         56,484         61,326   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     108,039         128,112         112,023         132,263   
  

 

 

    

 

 

    

 

 

    

 

 

 

12. Commitments and Contingencies

Lease Commitments

We have entered into operating leases for facilities, including data center space. As of September 30, 2014, future minimum lease payments related to these leases are as follows (in thousands):

 

Year ending December 31:

  

2014

   $ 5,449   

2015

     27,950   

2016

     22,607   

2017

     13,026   

2018

     11,788   

2019 and thereafter

     33,964   
  

 

 

 
   $         114,784   
  

 

 

 

Credit Facility

In June 2013, we amended our existing revolving credit agreement which we originally executed in July 2011, reducing our maximum available credit from $1.0 billion to $200 million, and extending the term through June 2018. Per the terms of our amended agreement, we paid additional up-front fees of $0.3 million to be amortized over the remaining extended term of the loan. The interest rate for the amended credit facility is determined based on a formula using certain market rates, as described in the amended credit agreement. Additionally, our minimum quarterly commitment fee was reduced from $0.6 million per quarter to $0.1 million per quarter based on the portion of the credit facility that is not drawn down. The agreement requires us to comply with certain covenants, including maintaining a minimum capitalization ratio, and maintaining a minimum cash balance. As of September 30, 2014, we have not drawn down any amounts under the credit facility and are in compliance with these covenants.

Legal Matters

On July 30, 2012, a purported securities class action captioned DeStefano v. Zynga Inc. et al., Case No. 3:12-cv-04007-JSW, was filed in the United States District Court for the Northern District of California against the Company, and certain of our current and former directors, officers, and executives. Additional purported securities class actions containing similar allegations were filed in the Northern District. On September 26, 2012, the court consolidated various of the class actions as In re Zynga Inc. Securities Litigation, Lead Case No. 12-cv-04007-JSW. On January 23, 2013, the court entered an order appointing a lead plaintiff and approving lead plaintiff’s selection of lead counsel. On April 3, 2013, the lead plaintiff and another named plaintiff filed a consolidated complaint. On February 25, 2014, the court granted the defendants’ motion to dismiss the consolidated complaint and provided plaintiffs leave to file an amended complaint.

The lead plaintiff filed a First Amended Complaint on March 31, 2014. The First Amended Complaint alleges that the defendants violated the federal securities laws by issuing false or misleading statements regarding the Company’s business and financial projections. The plaintiffs seek to represent a class of persons who purchased or otherwise acquired the Company’s securities between February 14, 2012 and July 25, 2012. The First Amended Complaint asserts claims for unspecified damages, and an award of costs and expenses to the putative class, including attorneys’ fees. The Company filed a motion to dismiss the First Amended Complaint on May 2, 2014, and briefing on the motion was completed in June 2014. On September 15, 2014, the court issued an order vacating the previously scheduled hearing and taking the motions under submission.

 

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In addition, a purported securities class action captioned Reyes v. Zynga Inc., et al. was filed on August 1, 2012, in San Francisco County Superior Court. The action was removed to federal court, and was later remanded to San Francisco County Superior Court. The complaint alleges that the defendants violated the federal securities laws by issuing false or misleading statements in connection with an April 2012 secondary offering of Class A common stock. The plaintiff seeks to represent a class of persons who acquired the Company’s common stock pursuant or traceable to the secondary offering. On June 10, 2013, the defendants filed a motion to stay the action and a demurrer arguing that the complaint should be dismissed because the court lacks jurisdiction over the claims. On August 26, 2013, the court issued orders overruling the demurrer and granting the motion to stay all deadlines in the action pending a ruling on the motion to dismiss in the federal securities class action described above. On September 29, 2014, the court issued orders denying a motion to continue the stay of the action and overruling a demurrer arguing that the complaint failed to state a cause of action. On October 15, 2014, the defendants filed a petition in the California Court of Appeal seeking review of the denial of the motion to stay and of the trial court’s ruling that it had jurisdiction to hear the claims. On October 23, 2014, the Court of Appeal issued an order requesting additional briefing on the petition. On November 3, 2014, the plaintiff filed a preliminary opposition to the writ petition. The defendants’ reply brief in support of the writ petition is due on November 10, 2014. A case management conference in the trial court had been scheduled for November 5, 2014 to discuss the schedule for further proceedings, including the schedule for briefing on the plaintiff’s motion for class certification. On November 3, 2014, the court issued an order vacating the previously scheduled case management conference and instructing the parties to contact the court on November 10, 2014 to propose a new date.

On April 4, 2013, a purported class action captioned Lee v. Pincus, et al. was filed in the Court of Chancery of the State of Delaware against the Company, and certain of our current and former directors, officers, and executives. The complaint alleges that the defendants breached fiduciary duties in connection with the release of certain lock-up agreements entered into in connection with the Company’s initial public offering. The plaintiff seeks to represent a class of certain of the Company’s shareholders who were subject to the lock-up agreements and who were not permitted to sell shares in an April 2012 secondary offering. On January 17, 2014, the plaintiff filed an amended complaint. On March 6, 2014, the Company filed a motion to dismiss the amended complaint and a motion to stay discovery while the motion to dismiss is pending. A hearing on the motions was held on August 22, 2014, and the court took the motions under submission.

The Company believes it has meritorious defenses in the above securities class actions and will vigorously defend these actions.

Since August 3, 2012, nine stockholder derivative lawsuits have been filed in State or Federal courts in California and Delaware purportedly on behalf of the Company against certain current and former directors and executive officers of the Company. The derivative plaintiffs allege that the defendants breached their fiduciary duties and violated California Corporations Code section 25402 in connection with our initial public offering in December 2011, secondary offering in April 2012, and allegedly made false or misleading statements regarding the Company’s business and financial projections.

Beginning on August 3, 2012, three of the actions were filed in San Francisco County Superior Court. On October 2, 2012, the court consolidated those three actions as In re Zynga Shareholder Derivative Litigation, Lead Case CGC-12-522934. On March 14, 2013, the plaintiffs filed a First Amended Complaint in that consolidated California state action. On March 21, 2013, the court endorsed a stipulation among the parties staying the action pending the ruling on the motion to dismiss in the federal securities class action described above. On March 24, 2014, the court endorsed a stipulation among the parties staying the action pending a ruling on a motion to dismiss the First Amended Complaint in the federal securities class action.

Beginning on August 16, 2012, four stockholder derivative actions were filed in the United States District Court for the Northern District of California. On December 3, 2012, the court consolidated these four actions as In re Zynga Inc. Derivative Litigation, Lead Case No. 12-CV-4327-JSW. On March 11, 2013, the court endorsed a stipulation among the parties staying the action pending the ruling on the motion to dismiss in the federal securities class action described above. On March 21, 2014, the court issued an order continuing the stay pending a ruling on a motion to dismiss the First Amended Complaint in the federal securities class action.

A derivative action was also filed in the United States District Court for the District of Delaware. The plaintiff in the District of Delaware action voluntarily dismissed the action on November 19, 2012.

On April 2, 2014, a derivative action was filed in the Court of Chancery of the State of Delaware entitled Sandys v. Pincus, et al. Case No. 9512-VCN. On October 21, 2014, the court endorsed a stipulation among the parties staying the action until the earlier of December 9, 2014, or thirty days after a decision on the motion to dismiss the First Amended Complaint in the federal securities class action.

The derivative actions include claims for, among other things, unspecified damages in favor of the Company, certain corporate actions to purportedly improve the Company’s corporate governance, and an award of costs and expenses to the derivative plaintiffs, including attorneys’ fees. We believe that the plaintiffs in the derivative actions lack standing to pursue litigation on behalf of Zynga.

 

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On March 16, 2012, Spear & Sons Limited (“Spear”) filed suit against the Company and Zynga UK Limited before the Paris Civil Court (Tribunal de Grande Instance), claiming that the Company’s Words with Friends game infringed Spear’s copyright and trademark in relation to its Scrabble game, as well as committed acts of commercial poaching. Spear sought damages and an injunction barring the Company from offering the Words with Friends game for sale in France. On May 30, 2012, the Company entered an appearance in the action and challenged the court’s jurisdiction to hear the alleged claims. The court ruled that it would consider whether it had jurisdiction to hear the claims before considering any substantive claims. On October 11, 2012, the court ruled that it did have jurisdiction to hear the claims. On October 31, 2012, the Company filed a notice of appeal regarding the issue of jurisdiction, and the court stayed the lower-court action pending the appeal. On October 18, 2013, the appellate court affirmed the lower court’s denial of the Company’s jurisdictional challenge. On March 7, 2014, the Company filed a further appeal regarding jurisdiction to the French supreme court. The Company expects a ruling from the supreme court on this issue in mid to late 2015.

The lower court ordered that the case proceed on the merits notwithstanding the pending appeal. The parties proceeded with briefing their respective positions. On October 9, 2014, Spear filed an additional brief requesting that the French court grant a European Union-wide injunction barring Zynga from offering the Words With Friends game and the tile used in the game. Spear filed its final brief on October 16, 2014, which included a demand for damages in the amount of EUR 650,000 and reimbursement of attorneys’ fees in the amount of EUR 250,000. The Company filed its final brief on October 21, 2014, which included a rebuttal to Spear’s new request for a European Union-wide injunction. Oral arguments on the merits of the alleged claims were heard on November 5, 2014. The court indicated it would issue a ruling on January 15, 2015.

The Company believes it has meritorious defenses in the above lawsuit filed by Spear and will vigorously defend the action.

Because the actions described above are in the early stages of the litigation process, we are not in a position to assess whether any loss or adverse effect on our financial condition is probable or remote or to estimate the range of potential loss, if any.

The Company is also party to various other legal proceedings and claims which arise in the ordinary course of business. In addition, we may receive notifications alleging infringement of patent or other intellectual property rights. Adverse results in any such litigation, legal proceedings or claims may include awards of substantial monetary damages, costly royalty or licensing agreements, or orders preventing us from offering certain games, features, or services, and may also result in changes in our business practices, which could result in additional costs or a loss of revenue for us and could otherwise harm our business. Although the results of such litigation cannot be predicted with certainty, we believe that the amount or range of reasonably possible losses related to such pending or threatened litigation will not have a material adverse effect on our business, operating results, cash flows, or financial condition should such litigation be resolved unfavorably. We recognize legal expenses as incurred.

13. Geographical Information

The following represents our revenue based on the geographic location of our players (in thousands):

 

Revenue

           
     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2014      2013      2014      2013  

United States

   $ 110,308       $ 122,648       $ 301,168       $ 416,984   

All other countries (1)

     66,303         79,932         196,695         279,920   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 176,611       $ 202,580       $ 497,863       $ 696,904   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (1)  No country exceeded 10% of our total revenue for any periods presented.

The following represents our property and equipment, net by location (in thousands):

 

Property and equipment, net

  

     September 30,
2014
     December 31,
2013
 

United States

   $ 303,773       $ 345,598   

All other countries

     3,614         3,195   
  

 

 

    

 

 

 

Total property and equipment, net

   $ 307,387       $ 348,793   
  

 

 

    

 

 

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof.

Overview

We are a leading social game developer with approximately 112 million average MAUs for the three months ended September 30, 2014. We have launched some of the most successful social games in the industry. Our games are accessible on Facebook and other social networks, mobile platforms and Zynga.com. Our games are generally available for free, and we generate revenue through the in-game sale of virtual goods, mobile game download fees and advertising services.

We are a pioneer and innovator of social games and a leader in making play a core activity on the Internet. Our objective is to become the worldwide leader in play by connecting the world through games.

Consistent with our free-to-play business model, compared to all players who play our games in any period, only a small portion of our players are payers. Because the opportunity for social interactions increases as the number of players increases, we believe that maintaining and growing our overall number of players, including the number of players who may not purchase virtual goods, is important to the success of our business. As a result, we believe that the number of players who choose to purchase virtual goods will continue to constitute a small portion of our overall players.

The games that constitute our top games vary over time, but historically the top three revenue-generating games in any period contributed the majority of our revenue. Our top three games accounted for 54%, 55% and 57% of our online game revenue in 2013, 2012 and 2011, respectively.

On February 11, 2014, we completed the acquisition of 100% of the equity interests of NaturalMotion. NaturalMotion’s shareholders and vested option holders received an aggregate of $391 million in cash and 39.8 million shares of our Class A common stock. NaturalMotion possesses industry leading technology and tools and its proven simulation technologies have powered some of the biggest console games and blockbuster movies. Zynga’s acquisition of NaturalMotion expanded our creative pipeline into two new consumer categories – People simulation and Racing – and provided Zynga with cutting-edge technology and tools, including Euphoria, that we believe will help fast track Zynga’s ability to deliver hit games.

How We Generate Revenue

We operate our games as live services that allow players to play for free. We generate revenue primarily from the in-game sale of virtual goods, mobile game download fees and advertising. Revenue growth will depend largely on our ability to attract and retain players and more effectively monetize our player base through the sale of virtual goods and advertising. We intend to do this through the launch of new games, enhancements to current games and expansion into new markets and distribution platforms.

Online game. We provide our players with the opportunity to purchase virtual goods that enhance their game-playing experience. We believe players choose to pay for virtual goods for the same reasons they are willing to pay for other forms of entertainment – they enjoy the additional playing time or added convenience, the ability to personalize their own game boards, the satisfaction of leveling up and the opportunity for sharing creative expressions. We believe players are more likely to purchase virtual goods when they are connected to and playing with their friends, whether those friends play for free or also purchase virtual goods. Players may also elect to pay a one-time download fee to obtain certain mobile games free of third-party advertisements.

Facebook is currently the largest single distribution, marketing, promotion and payment platform for our games. We generate a significant portion of our revenue through the Facebook platform. For example, for the three months ended September 30, 2014 and 2013, we estimate that 41% and 65% of our bookings, respectively, were generated through the Facebook platform, while 55% and 30% of our bookings, respectively, were generated through multiple mobile platforms, with the three months ended June 30, 2014 being the first quarter in which bookings generated through mobile platforms represented a majority of our bookings. For the three months ended September 30, 2014 and 2013, we estimate that 48% and 77% of our revenue, respectively, was generated through the Facebook platform, while 48% and 23% of our revenue, respectively, was generated through mobile platforms. We have had to estimate this information because certain payment methods we accept and certain advertising networks do not allow us to determine the platform used.

 

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We began migrating to Facebook Credits in July 2010 pursuant to an addendum to Facebook’s standard terms and conditions, and in April 2011, we completed this migration. Contractually, Facebook remitted to us an amount equal to 70% of the face value of Facebook credits for each Facebook credit redeemed in our games, and we recognize revenue net of amounts retained by Facebook. Prior to our transition from Facebook Credits to Facebook’s local currency-based payment model, our players were able to purchase Facebook Credits from Facebook directly through our games or through game cards purchased from retailers and distributors.

In June 2012, Facebook announced its plans to discontinue the use of Facebook Credits and in July 2013, Facebook began to transition to Facebook’s local currency-based payments program. We completed this transition in the fourth quarter of 2013. For all payment transactions in our games under Facebook’s local currency-based payments model, Facebook remits to us an amount equal to 70% of the price we requested to be charged to our players.

On platforms other than Facebook, players purchase our virtual goods through various widely accepted payment methods offered in the games, including PayPal, Apple iTunes accounts, Google Wallet, credit cards and direct wires.

Advertising and other. Advertising revenue primarily includes branded virtual goods and sponsorships, engagement ads and offers, mobile ads and display ads and other. We generally report our advertising revenue net of amounts due to advertising agencies and brokers. Other revenue includes software licensing and maintenance related to technology acquired in our acquisition of NaturalMotion as well as licensing of our brands.

Key Metrics

We regularly review a number of metrics, including the following key financial and operating metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions.

Key Financial Metrics

Bookings. Bookings is a non-GAAP financial measure that is equal to revenue recognized during the period plus the change in deferred revenue during the period. We record the sale of virtual goods as deferred revenue and then recognize that revenue over the estimated average life of the purchased virtual goods or as the virtual goods are consumed. Advertising sales which consist of certain branded virtual goods and sponsorships is also deferred and recognized over the estimated average life of the branded virtual good, similar to online game revenue. Bookings, as opposed to revenue, is the fundamental top-line metric we use to manage our business, as we believe it is a better indicator of the sales activity in a given period. Over the long term, the factors impacting our bookings and revenue are the same. However, in the short term, there are factors that may cause revenue to exceed or be less than bookings in any period.

We use bookings to evaluate the results of our operations, generate future operating plans and assess the performance of our company. While we believe that this non-GAAP financial measure is useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for revenue recognized in accordance with U.S. GAAP. In addition, other companies, including companies in our industry, may calculate bookings differently or not at all, which reduces its usefulness as a comparative measure.

The following table presents a reconciliation of revenue to bookings for each of the periods presented:

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2014     2013     2014      2013  

Reconciliation of Revenue to Bookings:

         

Revenue

   $ 176,611      $ 202,580      $ 497,863       $ 696,904   

Change in deferred revenue

     (1,123     (50,474     14,085         (127,405
  

 

 

   

 

 

   

 

 

    

 

 

 

Bookings

   $ 175,488      $ 152,106      $ 511,948       $ 569,499   
  

 

 

   

 

 

   

 

 

    

 

 

 

Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted for provision for / (benefit from) income taxes; other income (expense), net; interest income; gain (loss) from significant legal settlements; restructuring expense; depreciation and amortization; impairment of intangible assets; stock-based expense; contingent consideration fair value adjustments; acquisition-related transaction expenses, and change in deferred revenue. We believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

We have included adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measure we use to evaluate our financial and operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating

 

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our operating results in the same manner as our management and board of directors. While we believe that this non-GAAP financial measure is useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared in accordance with U.S. GAAP.

The following table presents a reconciliation of net income (loss) to adjusted EBITDA for each of the periods indicated (in thousands):

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2014     2013     2014     2013  

Reconciliation of Net Income (Loss) to Adjusted

        

EBITDA:

        

Net income (loss)

   $ (57,058   $ (68   $ (180,774   $ (11,740

Provision for (benefit from) income taxes

     (783     (891     (9,874     (27,646

Other income (expense), net

     (647     (929     (2,668     4,465   

Interest income (expense), net

     (841     (965     (2,487     (3,233

Restructuring expense, net

     287        6,769        27,672        37,317   

Depreciation and amortization

     19,283        33,986        64,553        96,905   

Impairment of intangible assets

     —          10,217        —          10,217   

Contingent consideration fair value adjustment

     6,750        —          20,100        —     

Acquisition-related transaction expenses

     —          —          6,425        —     

Stock-based expense

     36,295        9,256        93,468        65,066   

Change in deferred revenue

     (1,123     (50,474     14,085        (127,405
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 2,163      $ 6,901      $ 30,500      $ 43,946   
  

 

 

   

 

 

   

 

 

   

 

 

 

Limitations of Bookings and Adjusted EBITDA

Some limitations of bookings and adjusted EBITDA are:

 

    adjusted EBITDA does not include the impact of stock-based expense;

 

    bookings and adjusted EBITDA do not reflect that we defer and recognize online game revenue and revenue from certain advertising transactions over the estimated average life of virtual goods or as virtual goods are consumed;

 

    adjusted EBITDA does not reflect income tax expense;

 

    adjusted EBITDA does not include other income (expense) net, which includes foreign exchange gains and losses and interest income;

 

    adjusted EBITDA excludes depreciation and amortization and although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future;

 

    adjusted EBITDA does not include the impairment of intangible assets previously acquired, contingent consideration fair value adjustments, and does not include acquisition-related transaction expenses or restructuring expense;

 

    adjusted EBITDA does not include gains and losses associated with significant legal settlements; and

 

    other companies, including companies in our industry, may calculate bookings and adjusted EBITDA differently or not at all, which reduces their usefulness as a comparative measure.

Because of these limitations, you should consider bookings and adjusted EBITDA along with other financial performance measures, including revenue, net income (loss) and our other financial results presented in accordance with U.S. GAAP.

Key Operating Metrics

We manage our business by tracking several operating metrics: “DAUs,” which measure daily active users of our games, “MAUs,” which measure monthly active users of our games, “MUUs,” which measure monthly unique users of our games, “MUPs,” which measure monthly unique payers in our games, and “ABPU,” which measures our average daily bookings per average DAU, each of which is recorded by our internal analytics systems. The numbers for these operating metrics are calculated using internal company data based on tracking the activity of user accounts. We believe that the numbers are reasonable estimates of our user base for the applicable period of measurement; however, factors relating to user activity and systems may impact these numbers.

 

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DAUs. We define DAUs as the number of individuals who played one of our games during a particular day. Under this metric, an individual who plays two different games on the same day is counted as two DAUs. Similarly, an individual who plays the same game on two different platforms or social networks (e.g., Facebook.com, Zynga.com, iPad, Android Phone, iPhone, etc.) on the same day would be counted as two DAUs. Average DAUs for a particular period is the average of the DAUs for each day during that period. We use DAUs as a measure of audience engagement.

MAUs. We define MAUs as the number of individuals who played a particular game in the 30-day period ending with the measurement date. Under this metric, an individual who plays two different games in the same 30-day period is counted as two MAUs. Similarly, an individual who plays the same game on two different platforms or social networks (e.g., Facebook.com, Zynga.com, iPad, Android Phone, iPhone, etc.) in a 30-day period would be counted as two MAUs. Average MAUs for a particular period is the average of the MAUs at each month-end during that period. We use MAUs as a measure of total game audience size.

MUUs. We define MUUs as the number of unique individuals who played any of our games on a particular platform in the 30-day period ending with the measurement date. An individual who plays more than one of our games in a given 30-day period would be counted as a single MUU. However, because we cannot always distinguish unique individuals playing on two different social networks, a player playing on two different social networks in a given 30-day period may be counted as two MUUs. Because many of our players play more than one game in a given 30-day period, MUUs are always lower than MAUs in any given time period. Average MUUs for a particular period is the average of the MUUs at each month-end during that period. We use MUUs as a measure of total audience reach across our network of games.

MUPs. We define MUPs as the number of unique players who made a payment at least once during the applicable month through a payment method for which we can quantify the number of unique payers, including payers from certain mobile games. MUPs does not include payers who use certain payment methods for which we cannot quantify the number of unique payers. Because we cannot always distinguish unique individuals playing on two different social networks, an individual who makes a payment on two different social networks in a given 30-day period may be counted as two MUPs. MUPs are presented as an average of the three months in the applicable quarter.

ABPU. We define ABPU as (i) our total bookings in a given period, divided by (ii) the number of days in that period, divided by, (iii) the average DAUs during the period. We believe that ABPU provides useful information to investors and others in understanding and evaluating our results in the same manner as our management and board of directors. We use ABPU as a measure of overall monetization across all of our players through the sale of virtual goods and advertising.

Our business model for social games is designed so that, as there are more players that play our games, social interactions increase and the more valuable the games and our business become. All engaged players of our games help drive our bookings and, consequently, both online game revenue and advertising revenue. Virtual goods are purchased by players who are socializing with, competing against or collaborating with other players, most of whom do not buy virtual goods. Accordingly, we primarily focus on bookings, DAUs, MAUs, MUUs, MUPs and ABPU, which together we believe best reflect key audience metrics.

The table below shows average DAUs, MAUs, MUUs, MUPs and ABPU for the three and nine months ended September 30, 2014 and 2013:

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2014      2013      2014      2013  
     (users and payers in millions)  

Average DAUs

     26         30         28         40   

Average MAUs

     112         133         122         191   

Average MUUs (1)

     77         97         83         123   

Average MUPs (1)

     1.3         1.6         1.5         2.0   

ABPU

   $ 0.073       $ 0.055       $ 0.068       $ 0.052   

 

  (1)  MUUs and MUPs exclude NaturalMotion as our systems are unable to distinguish whether a player of a NaturalMotion game is also a player of a Zynga game so we exclude NaturalMotion payers to avoid potential double counting of MUUs and MUPs.

 

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Average DAUs, MAUs and MUUs declined when comparing the three months ended September 30, 2014 and 2013. The declines in users for our existing games have exceeded the contribution to these metrics from newer titles including FarmVille 2: Country Escape. ABPU increased in the third quarter of 2014 compared to the third quarter of 2013 due to a faster decline in DAUs in those periods than the decline in bookings. Future growth in audience and engagement will depend on our ability to retain current players, attract new players, launch new games and expand into new market and distribution platforms.

Other Metrics

Although our management primarily focuses on the operating metrics above, we also monitor periodic trends in our paying players of our games. The table below shows average monthly unique payer bookings, average MUPs and unique payer bookings per unique payer for the last five quarters:

 

     For the Three Months Ended:  
     Sep 30, 2014      Jun 30, 2014      Mar 31, 2014      Dec 31, 2013      Sep 30, 2013  

Average monthly unique payer bookings (in thousands) (1)

   $ 43,739       $ 44,844       $ 39,073       $ 37,432       $ 39,535   

Average MUPs (in millions) (2)

     1.3         1.7         1.4         1.3         1.6   

Monthly unique payer bookings per MUP (3)

   $ 33       $ 27       $ 27       $ 28       $ 25   

 

(1) Average monthly unique payer bookings represent the monthly average amount of bookings for the applicable quarter that we received through payment methods for which we can quantify the number of unique payers and excludes bookings from certain payment methods for which we cannot quantify the number of unique payers. Also excluded are bookings from advertising and NaturalMotion.

 

(2) MUPs exclude NaturalMotion as our systems are unable to distinguish whether a player of a NaturalMotion game is also a player of a Zynga game so we exclude NaturalMotion payers to avoid potential double counting of MUPs.

 

(3) Monthly unique payer bookings per MUP is calculated by dividing average monthly unique payer bookings by average MUPs.

Average monthly unique payer bookings decreased between the second quarter of 2014 and the third quarter of 2014 primarily due to declines in bookings and users in FarmVille 2, offset by growth in bookings and users in Hit it Rich and FarmVille 2: Country Escape.

Although we monitor our unique payer metrics, we focus on monetization, including through in-game advertising, of all of our players and not just those who are payers. Accordingly, we strive to enhance content and our players’ game experience to increase our bookings and ABPU, which is a measure of overall monetization across all of our players through the sale of virtual goods and advertising.

Future growth in audience and engagement will depend on our ability to retain current players, attract new players, launch new games and expand into new markets and distribution platforms, and the success of our network. Our operating metrics may not correlate directly to quarterly bookings or revenue trends in the short term.

Recent Developments

 

    Updates to our Board of Directors. In July 2014, Zynga announced Dr. Regina E. Dugan, Vice President of Engineering at Google Inc., and the leader of the company’s Advanced Technology and Projects (ATAP) group, was appointed to Zynga’s Board of Directors. Previously, Dr. Dugan served as the 19th Director and first female leader of the Defense Advanced Research Projects Agency (DARPA), the principal agency within the U.S. Department of Defense for research, development and demonstration of high-risk, high-payoff capabilities for the future combat force. As Director, Dr. Dugan advanced strategic initiatives in cyber security, hypersonics, social media, and advanced manufacturing. On Zynga’s Board, Dr. Dugan chairs the Nominating and Governance Committee and is a member of the Product Committee.

 

    Product Launches and Updates. In the third quarter of 2014, we launched new games and made several product updates to our most popular franchises.

 

    Entered the Sports category in September with the launch of our sports brand Zynga Sports 365. We launched NFL Showdown in September across iPhone, iPad, iPod Touch and Google Play.

 

    In September, we launched the new Zynga Poker and set out to deliver players an authentic poker experience coupled with new features that inspire competition and mastery such as Leagues.

 

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    Launched two upcoming titles in the Words and Runner categories in select geo-lock markets – New Words With Friends, which represented the most significant update to Words With Friends since its launch in 2009 – and Looney Tunes Dash!, a Runner game that leverages a multi-year agreement with Warner Bros. Interactive Entertainment to license the beloved Looney Tunes brand for mobile.

 

    Continued our commitment to growing and sustaining our core franchises through a series of events and feature updates to a number of our games including FarmVille 2: Country Escape, Hit It Rich! Slots and CSR Classics.

Factors Affecting Our Performance

Launch of new games and release of enhancements. Our bookings and revenue results have been driven by the launch of new mobile and web games and the release of fresh content and new features in existing games. Our future success depends on our ability to launch and monetize successful new hit titles on various platforms. Although the amount of revenue and bookings we generate from a new game or an enhancement to an existing game can vary significantly, we expect our revenue and bookings to be correlated to the success and timely launch of our new games and our success in releasing engaging content and features. In addition, revenue and bookings from many of our games tend to decline over time after reaching a peak of popularity and player usage. We often refer to the speed of this decline as the decay rate of a game. As a result of this decline in the revenue and bookings of our games, our business depends on our ability to consistently and timely launch new games that achieve significant popularity and have the potential to become franchise games.

Game monetization. We generate most of our bookings and revenue from the sale of virtual goods in our games. The degree to which our players choose to pay for virtual goods in our games is driven by our ability to create content and virtual goods that enhance the game-play experience. Our bookings, revenue and overall financial performance are affected by the number of players and the effectiveness of our monetization of players through the sale of virtual goods and advertising. For example ABPU increased from $0.055 in the three months ended September 30, 2013 to $0.073 in the three months ended September 30, 2014 due to higher decline in DAU of non-paying players (compared to paying players) who do not contribute to online game bookings. In addition, mobile and international players have historically monetized on average at a lower level than web and U.S. players, respectively. The percentage of paying mobile and international players may increase or decrease based on a number of factors, including growth in mobile games as a percentage of total game audience and our overall international players, localization of content and the availability of payment options.

Investment in game development. In order to develop new games and enhance the content and features in our existing games, we must continue to invest in a significant amount of engineering and creative resources. These expenditures generally occur months in advance of the launch of a new game or the release of new content, and the resulting revenue may not equal or exceed our development costs.

Player acquisition costs. We utilize advertising and other forms of player acquisition and retention to grow and retain our player audience. These expenditures generally relate to the promotion of new game launches and ongoing performance-based programs to drive new player acquisition and lapsed player reactivation. Over time, these acquisition and retention-related programs may become either less effective or more costly, negatively impacting our operating results. We may incur increased player acquisition costs as our ability to cross-promote traffic to games that are offered on platforms other than Facebook are limited by Facebook’s standard terms of service, and we may need to spend greater amounts on advertising and marketing our games.

New market development. We are investing in new distribution channels, mobile platforms and international markets to expand our reach and grow our business. For example, we have continued to hire additional employees and acquire companies with experience developing mobile applications. Our ability to be successful will depend on our ability to develop a successful mobile network, obtain new players and retain existing players on new and existing social networks, and attract advertisers.

In the first quarter of 2014, we completed the acquisition of NaturalMotion, the maker of Clumsy Ninja and CSR Racing. This allowed us to enter into two new consumer categories – People simulation and Racing – and our future success is dependent upon our ability to leverage the games, workforce, and technology we acquired.

As we expand into new markets and distribution channels, we expect to incur headcount, marketing and other operating costs in advance of the associated bookings and revenue. Our financial performance will be impacted by our investment in these initiatives and their success.

Hiring and retaining key personnel. Our ability to compete and grow depends in large part on the efforts and talents of our employees. In addition to employee attrition, we have also implemented, and continue to implement, certain cost reduction initiatives to better align our operating expenses with our revenue, including reducing our headcount and consolidating certain facilities. For example, in the first quarter of 2014, we implemented a restructuring plan that included a work force reduction. These cost reduction initiatives could negatively impact our ability to attract, hire and retain key employees, which is critical to our ability to grow our business and execute on our business strategy.

 

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Results of Operations

The following table sets forth our results of operations for the periods presented as a percentage of revenue for those periods:

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2014     2013     2014     2013  

Consolidated Statements of Operations Data:

        

Revenue

     100     100     100     100

Costs and expenses:

        

Cost of revenue

     30        29        32        27   

Research and development

     57        40        59        48   

Sales and marketing

     25        10        23        11   

General and administrative

     22        17        26        17   

Impairment of intangible assets

     —          5        —          2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     134        101        140        105   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     (34     (1     (40     (5

Interest income

     —          —          —          —     

Other income (expense), net

     —          —          1        (1
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (34     —          (39     (6

Provision for (benefit from) income taxes

     —          —          (2     (4
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     (34 )%      —       (37 )%      (2 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

Revenue

                
     Three Months Ended September 30,            Nine Months Ended September 30,         
     2014      2013      % Change     2014      2013      % Change  
     (in thousands)            (in thousands)         

Revenue by type:

                

Online game

   $ 139,372       $ 174,370         (20 %)    $ 402,608       $ 607,262         (34 %) 

Advertising and other

     37,239         28,210         32     95,255         89,642         6
  

 

 

    

 

 

      

 

 

    

 

 

    

Total revenue

   $ 176,611       $ 202,580         (13 %)    $ 497,863       $ 696,904         (29 %) 
  

 

 

    

 

 

      

 

 

    

 

 

    

Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

Total revenue decreased $26.0 million in the third quarter of 2014, as compared to the same period of the prior year as a result of a decline in online game revenue. Bookings increased by $23.4 million in the third quarter of 2014, compared to the same period of the prior year. ABPU increased from $0.055 in the third quarter of 2013 to $0.073 in the third quarter of 2014, while average DAUs decreased from 30 million in the third quarter of 2013 to 26 million in the third quarter of 2014 and average MUPs decreased from 1.6 million in the third quarter of 2013 to 1.3 million in the third quarter of 2014.

Online game revenue decreased $35.0 million in the third quarter of 2014 as compared to the same period of the prior year. This decrease is primarily attributable to decreases in revenue from FarmVille and ChefVille in the amounts of $23.6 million and $11.4 million, respectively. The decreases in online game revenue from FarmVille and ChefVille were due to overall decay rate in bookings and audience metrics in these games. The decrease in online game revenue was partially offset by an increase in online game revenue of $17.2 million from Hit it Rich. All other games accounted for the remaining net decrease of $17.2 million.

International revenue as a percentage of total revenue was 38% and 39% in the third quarter of 2014 and 2013, respectively.

In the three months ended September 30, 2014, FarmVille 2, Zynga Poker and Hit it Rich were our top revenue-generating games and comprised 27%, 22% and 12%, respectively, of our online game revenue for the period. In the three months ended September 30, 2013, FarmVille 2, Zynga Poker and FarmVille were our top revenue-generating games and comprised 22%, 19% and 18%, respectively, of our online game revenue for the period. No other game generated more than 10% of online game revenue during either of these periods.

Consumable virtual goods accounted for 40% of online game revenue in the third quarter of 2014 and 27% of online game revenue in the third quarter of 2013. Durable virtual goods accounted for 60% of online game revenue in the third quarter of 2014 and

 

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73% of online game revenue in the third quarter of 2013. The estimated weighted average life of durable virtual goods was 13 months in the third quarter of 2014 compared to 11 months in the third quarter of 2013. In addition, there was no material impact to revenue recognized in the third quarter of 2014 from changes in our estimated average life of durable virtual goods.

Advertising and other revenue increased $9.0 million in the three months ended September 30, 2014 as compared to the three months ended September 30, 2013 due to an $11.0 million increase in in-game display ads driven primarily by favorable contractual terms with our new mobile advertising partners, offset by a $1.2 million decrease in in-game sponsorships and a $0.8 million decrease in in-game offers, engagement ads and other advertising revenue.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Total revenue decreased $199.0 million in the nine months ended September 30, 2014, as compared to the same period of the prior year. Bookings decreased by $57.6 million in the nine months ended September 30, 2014 as compared to the same period of the prior year. ABPU increased from $0.052 for the nine months ended September 30, 2013 to $0.068 for the nine months ended September 30, 2014. DAUs decreased from 40 million for the nine months ended September 30, 2013 to 28 million for the nine months ended September 30, 2014 and average MUPs decreased from 2.0 million in the nine months ended September 30, 2013 to 1.5 million in the nine months ended September 30, 2014.

Online game revenue decreased $204.7 million in the nine months ended September 30, 2014 as compared to the same period of the prior year. This decrease is primarily attributable to decreases in revenue from FarmVille, CastleVille, Zynga Poker (web), ChefVille, CityVille and FrontierVille in the amounts of $71.4 million, $33.6 million, $32.2 million, $31.1 million, $22.5 million and $12.3 million, respectively. The decreases in online game revenue from these games were the result of the overall decay rate in bookings and audience metrics in these games. These decreases were partially offset by an increase in online game revenue of $28.8 million from FarmVille 2 and $25.8 million from Hit it Rich. All other games accounted for the remaining net decrease of $56.2 million.

International revenue as a percentage of total revenue was 40% in the nine months ended September 30, 2014 and 2013.

In the nine months ended September 30, 2014, FarmVille 2 and Zynga Poker were our top revenue-generating games and comprised 29% and 24%, respectively, of our online game revenue for the period. In the nine months ended September 30, 2013, Zynga Poker, FarmVille and FarmVille 2, were our top revenue-generating games and comprised 21%, 17% and 15%, respectively, of our online game revenue for the period. No other game generated more than 10% of online game revenue during either of these nine month periods.

Consumable virtual goods accounted for 37% of online game revenue in the nine months ended September 30, 2014 and accounted for 29% of online game revenue in the nine months ended September 30, 2013. Durable virtual goods accounted for 63% of online game revenue in the nine months ended September 30, 2014 and accounted for 71% of online game revenue in the nine months ended September 30, 2013. The estimated weighted-average life of durable virtual goods was 12 months in the nine months ended September 30, 2014 and September 30, 2013. In addition, changes in our estimated average life of durable virtual goods during the nine months ended September 30, 2014 for various games resulted in a decrease in revenue and income from continuing operations of $0.8 million in that period, which is the result of adjusting the remaining recognition period of deferred revenue generated in prior periods at the time of a change in estimate. These changes in estimates did not impact our reported earnings per share for the nine months ended September 30, 2014. For the same period in the prior year, changes in our estimated average life of durable virtual goods resulted in an increase in revenue of $7.3 million, which did not impact our reported earnings per share in that period.

Advertising revenue increased $5.6 million from the nine months ended September 30, 2013 to the nine months ended September 30, 2014, due a $7.9 million increase in licensing revenue and a $7.5 million increase in in-game display ads, offset by a $5.1 million decrease in in-game offers, engagement ads, and other advertising revenue and a $4.7 million decrease in in-game sponsorships.

 

Cost of revenue

                
     Three Months Ended September 30,            Nine Months Ended September 30,         
     2014      2013      % Change     2014      2013      % Change  
     (in thousands)            (in thousands)         

Cost of revenue

   $ 53,286       $ 59,011         (10 %)    $ 158,078       $ 189,482         (17 %) 

 

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Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

Cost of revenue decreased $5.7 million in the third quarter of 2014 as compared to the same period of the prior year. The decrease was primarily attributable to a $13.3 million decrease in depreciation expense due to the consolidation of data center facilities and the related disposition of certain data center assets in prior periods and a $5.6 million decrease in hosting and data center costs due to lower data usage needs, offset by a $14.5 million increase in payment processing fees primarily from bookings generated from mobile payment processors.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Cost of revenue decreased $31.4 million in the nine months ended September 30, 2014 as compared to the same period of the prior year. The decrease was primarily attributable to a $25.7 million decrease in depreciation expense due to the consolidation of data center facilities and the related disposition of certain data center assets in prior periods, a $18.6 million decrease in third party hosting expense due to lower data center usage needs, a $10.5 million decrease in customer service expense and a $4.2 million decrease in headcount-related expense, offset by a $26.8 million increase in payment processing fees primarily from bookings generated from mobile payment processors.

 

Research and development

                
     Three Months Ended September 30,            Nine Months Ended September 30,         
     2014      2013      % Change     2014      2013      % Change  
     (in thousands)            (in thousands)         

Research and development

   $ 100,113       $ 81,023         24   $ 291,419       $ 334,526         (13 %) 

Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

Research and development expenses increased $19.1 million in the third quarter of 2014 as compared to the same period of the prior year. The increase was primarily attributable to a $14.2 million increase in stock-based expense and $6.7 million of expense recorded in the third quarter of 2014 to reflect the change in estimated fair value of the contingent consideration liability for Spooky Cool Labs, offset by a $1.0 million decrease in headcount related expense.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Research and development expenses decreased $43.1 million in the nine months ended September 30, 2014 as compared to the same period of the prior year. The decrease was primarily attributable to a $49.8 million decrease in headcount related expense, and a $13.6 million decrease in restructuring expense, offset by $20.0 million of expense recorded in 2014 to reflect the change in estimated fair value of the contingent consideration liability for Spooky Cool Labs.

 

Sales and marketing

                
     Three Months Ended September 30,            Nine Months Ended September 30,         
     2014      2013      % Change     2014      2013      % Change  
     (in thousands)            (in thousands)         

Sales and marketing

   $ 44,005       $ 21,170         108   $ 115,466       $ 79,640         45

Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

Sales and marketing expenses increased $22.8 million in the third quarter of 2014 as compared to the same period of the prior year. The increase was primarily attributable to a $23.0 million increase in marketing expense due to higher mobile player acquisition costs and consumer marketing costs.

 

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Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Sales and marketing expenses increased $35.8 million in the nine months ended September 30, 2014 as compared to the same period of the prior year. The increase was primarily attributable to a $43.8 million increase in marketing expense due to higher mobile player acquisition costs and consumer marketing costs, offset by a $3.8 million decrease in stock-based expense and a $3.6 million decrease in headcount related expense.

 

General and administrative

                
     Three Months Ended September 30,            Nine Months Ended September 30,         
     2014      2013      % Change     2014      2013      % Change  
     (in thousands)            (in thousands)         

General and administrative

   $ 38,536       $ 34,012         13   $ 128,703       $ 121,193         6

Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

General and administrative expenses increased $4.5 million in the third quarter of 2014 as compared to the same period of the prior year. The increase was primarily attributable to a $12.9 million increase in stock-based expense, offset by a $6.5 million decrease in restructuring expense and a $2.4 million decrease in headcount-related expense.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

General and administrative expenses increased $7.5 million in the nine months ended September 30, 2014 as compared to the same period of the prior year. The increase was primarily attributable to a $15.1 million increase in stock-based expense and a $14.4 million increase from higher allocated facilities and overhead costs, offset by a $13.3 million decrease in headcount-related expense and a $7.7 million decrease in depreciation expense due to the consolidation of data center facilities and the related disposition of certain data center assets in prior periods.

 

Other income (expense), net

                
     Three Months Ended September 30,             Nine Months Ended September 30,        
     2014      2013      % Change      2014      2013     % Change  
     (in thousands)             (in thousands)        

Other income (expense), net

   $ 647       $ 929         N/M       $ 2,668       $ (4,465     N/M   

Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

Other income (expense) net decreased by $0.3 million in the third quarter 2014 as compared to the same period of the prior year due to the loss on sale of equipment of $1.0 million, offset by a $0.6 million increase in net sublease rental income.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Other income (expense), net increased $7.1 million in the nine months ended September 30, 2014 as compared to the same period of the prior year due to a $5.2 million decrease in interest expense in connection with the termination of our interest rate swap and repayment of our loan in the second quarter of 2013 and a $1.7 million increase in net sublease rental income, offset by a $1.3 million loss on an equity investment.

 

Provision for (benefit from) income taxes

             
     Three Months Ended September 30,            Nine Months Ended September 30,        
     2014     2013     % Change      2014     2013     % Change  
     (in thousands)            (in thousands)        

Provision for (benefit from) income taxes

   $ (783   $ (891     N/M       $ (9,874   $ (27,646     N/M   

 

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Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

The benefit from income taxes decreased by $0.1 million in the third quarter of 2014 as compared to the same period of the prior year.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

The benefit from income taxes decreased by $17.8 million in the nine months ended September 30, 2014 as compared to the same period of the prior year. This decrease is attributable primarily to the incremental benefit of $5.0 million recorded in the first quarter of 2013 related to the recognition of Federal research and development tax credits and the net benefit related to changes in the estimated jurisdictional mix of earnings between the two periods of $12.8 million.

Liquidity and Capital Resources

 

     Nine Months Ended September 30,  
     2014     2013  
     (in thousands)  

Consolidated Statements of Cash Flows Data:

    

Acquisition of property and equipment

   $ (7,078   $ (7,344

Depreciation and amortization

     64,553        96,905   

Cash flows provided by (used in) operating activities

     (8,856     20,942   

Cash flows provided by (used in) investing activities

     (342,923     87,434   

Cash flows provided by (used in) financing activities

     14,765        (106,803

As of September 30, 2014, we had cash, cash equivalents and marketable securities of approximately $1.14 billion, which consisted of cash, money market funds, U.S. government and government agency debt securities, corporate debt securities and municipal securities.

In October 2012, we announced that our board of directors authorized us to repurchase up to $200 million of our Class A common stock. As of September 30, 2014, we had repurchased $21.1 million of our Class A common stock under our stock repurchase program and the remaining authorized amount of stock repurchases that may be made under this plan was $178.9 million. The program expired on October 31, 2014. We did not repurchase any shares in the three months ended September 30, 2014.

Operating Activities

After our net loss of $180.8 million is adjusted to exclude non-cash items, operating activities used $8.9 million of cash during the nine months ended September 30, 2014. Significant non-cash items included stock-based expense of $93.5 million and depreciation and amortization of $64.6 million. Changes in our operating assets and liabilities provided $14.1 million in cash for the nine months ended September 30, 2014 primarily due to an increase in deferred revenue and an increase in other liabilities related to the contingent consideration fair value adjustment for Spooky Cool, offset by a decrease in accounts receivable.

Investing Activities

Investing activities used $342.9 million during the nine months ended September 30, 2014. The primary outflows were related to the acquisition of NaturalMotion in February 2014 for $391.0 million of cash and purchases of marketable securities of $617.3 million. These outflows were offset by $667.7 million of cash inflow from sales and maturities of marketable securities.

Financing Activities

Financing activities provided approximately $14.8 million during the nine months ended September 30, 2014. The primary inflows of cash were $15.7 million of cash receipts from employee exercises of stock options and employee participation in our employee stock purchase plan.

Credit Facility

In June 2013, we amended and restated our existing revolving credit agreement which we originally executed in July 2011, reducing our maximum available credit from $1.0 billion to $200 million, and extending the term of our agreement through 2018. The interest rate for the credit facility is determined based on a formula using certain market rates, as described in the amended credit agreement. As of September 30, 2014, we had not drawn down any amounts on the credit facility.

 

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Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangement in the third quarter of 2014 or in any prior periods.

Lease Obligations

We have entered into operating leases for facilities, including data center space. As of September 30, 2014, future minimum lease payments related to these leases are as follows (in thousands):

 

Year ending December 31:

  

2014

   $ 5,449   

2015

     27,950   

2016

     22,607   

2017

     13,026   

2018

     11,788   

2019 and thereafter

     33,964   
  

 

 

 
   $ 114,784   
  

 

 

 

We do not have any material capital lease obligations, and all of our property, equipment and software has been purchased with cash.

Critical Accounting Policies and 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 our consolidated financial statements and related notes. Our significant accounting policies are described in Note 1 to our consolidated financial statements included in our previously-filed Annual Report on Form 10-K for the year ended December 31, 2013. We have identified below our critical accounting policies and estimates that we believe require the greatest amount of judgment. These estimates and judgments have a significant impact on our consolidated financial statements. Actual results could differ materially from those estimates. The accounting policies that reflect our more significant estimates and judgments and that we believe are the most critical to fully understand and evaluate our reported financial results include the following:

 

    Revenue recognition

 

    Income taxes

 

    Business combinations

 

    Stock-based expense

 

    Goodwill and indefinite-lived intangible assets

 

    Impairment of long-lived assets

Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended December 31, 2013 for a more complete discussion of our critical accounting policies and estimates.

Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 1 – “Overview and Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

During the nine months ended September 30, 2014, there were no significant changes to our quantitative and qualitative disclosures about market risk. Please refer to Part II, Item 7A. “Quantitative and Qualitative Disclosure About Market Risk” included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2013 for a more complete discussion on the market risks we encounter.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission (the “SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of September 30, 2014, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of our material legal proceedings, see the section titled “Legal Matters’ included in Note 12 —“Commitments and Contingencies” in the notes to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q which is incorporated by reference herein.

ITEM 1A. RISK FACTORS

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition or results of operations. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently believe are not material may also significantly impair our business operations. Our business could be harmed by any of these risks. The trading price of our Class A common stock could decline due to any of these risks, and you may lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes.

We have marked with an asterisk (*) those risks described below that reflect substantive changes from, or additions to, the risks described in our Quarterly Report on Form 10-Q for the quarter-ended June 30, 2014.

 

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Risks Related to Our Business and Industry

A large portion of our business is dependent upon, and our bookings and revenues are derived from the Facebook platform.*

Facebook is currently the largest single distribution, marketing, promotion and payment platform for our games. To date, we have derived a significant portion of our bookings (46% in the nine months ended September 30, 2014) and revenue (55% in the nine months ended September 30, 2014) and acquired a significant number of our players through Facebook. Except for certain limited addenda, we are subject to Facebook’s standard terms and conditions for application developers, which govern the promotion, distribution between us and Facebook and operation of games and other applications on the Facebook platform, and which are subject to change by Facebook at its sole discretion at any time. If Facebook changes its standard terms and conditions in a way that is detrimental to us, our business would be harmed and our operating results would be adversely affected.

Our business may be harmed if:

 

    Facebook discontinues or limits our access to its platform;

 

    Facebook terminates or seeks to terminate our contractual relationship altogether;

 

    Facebook prohibits us from offering our games on the Facebook platform because it determines that we are a competitor or for other reasons;

 

    Facebook modifies its terms of service or other policies, including fees charged to, or other restrictions on, us or other application developers;

 

    Facebook makes operational changes to its platform that we are not able to adapt to our game offerings;

 

    Facebook changes how the personal information of its users is made available to application developers on the Facebook platform or is able to be shared by users;

 

    Facebook establishes more favorable relationships with one or more of our competitors; or

 

    Facebook develops or acquires its own competitive offerings.

In addition, we have benefited from Facebook’s strong brand recognition and large user base. If Facebook loses its market position or otherwise falls out of favor with Internet users or other factors cause its user base to stop growing or to shrink, we would need to identify alternative channels for marketing, promoting and distributing our games, which would consume substantial resources and may not be effective, or available at all.

Facebook has broad discretion to change its terms of service and other policies with respect to us and other developers, and those changes may be unfavorable to us. Facebook may also change its fee structure, add fees associated with access to and use of the Facebook platform, alter how we are able to advertise on the Facebook platform, change how the personal information of its users is made available to application developers on the Facebook platform or restrict how Facebook users can share information with friends on their platform or across platforms other than Facebook. For instance, beginning in early 2010, Facebook changed its policies for application developers regarding use of its communication channels. These changes limited the level of communication among users about applications on the Facebook platform. As a result, the number of our players on Facebook declined. Although our current agreements with Facebook allow our users to use Zynga-branded game cards in our games on Facebook until all such existing game cards are sold, our future bookings and revenue may be negatively impacted during this transition period and upon the expiration of our game card program. Additionally, Facebook has introduced a new version of its developer platform and we must migrate our games to that platform by a certain date. If we are unable to timely and effectively migrate our games to the new Facebook platform, our players may lose access to games or features or otherwise encounter a negative gaming experience, resulting in reduced bookings and revenue. Any such changes in the future could significantly alter how players experience or interact within our games, which may harm our business.

To be successful, we must increasingly leverage the global connectivity and distribution of mobile platforms, making the success of our business dependent on this technology and our relationships with mobile platform providers.*

Our social games increasingly leverage the global connectivity and distribution of mobile platforms including Apple’s App Store for iOS devices and the Google Play App Store for Android devices. In the third quarter of 2014, 55% of our bookings were generated through mobile platforms. We are subject to the terms of service of these third party platforms, which could be changed by such platform providers at any time. Such changes may decrease the visibility or availability of our games, limit our distribution capabilities, prevent access to our existing games, reduce the amount of bookings and revenue we may recognize from in-game purchases, increase our costs to operate on these platforms or result in the exclusion or limitation of our games on such third party platforms. Any such changes could significantly harm our business in both the short-term and long-term.

 

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We also rely on the continued functionality of the Apple App Store and the Google Play App Store. If our players or potential players are not able to access our games through these platforms or encounter difficulties in doing so, we may lose players, resulting in decreased bookings and revenue. The level of service provided by these storefronts may also impact the purchase, usage and satisfaction with the virtual goods or currency purchased by our players, adversely affecting our business and profitability. Further, in the past these digital storefronts have experienced interruptions in service or issues with their in-app purchasing functionality. If these types of interruptions were to occur regularly or for a prolonged basis, or other similar issues arise that impact our ability to generate revenues from these storefronts, it could have a negative impact on our revenues and operating results.

In addition, to be successful on mobile platforms, we must develop versions of our existing games and new games optimized to run on these platforms. This technology is still developing, is rapidly evolving and our ability to effectively harness this technology is a significant factor in whether we are successful. If we are unable to develop games which deliver an optimal player experience, we may lose players or fail to acquire new players, ultimately resulting in decreased bookings, revenue and profitability. In September 2014, we released a new version of our poker offering that was intended to reimagine the game with an entirely new experience for mobile and replace the original game for mobile applications. Due to playability issues, some players reported that they were not having a smooth and seamless experience and that they preferred the classic design and play style of the original game. This resulted in us both having to address the issues impacting New Zynga Poker so that it would offer a more optimal player experience and re-launch Zynga Poker Classic, which offers familiar gameplay that stays true to our traditional poker experience. To have more successful game launches in the future, we will need to hire and retain engineers with the expertise to develop games and game updates on mobile platforms, better anticipate technical and operational issues in connection with a launch so that they can be addressed prior to launch and stay true to our consumer-centric approach to decision making to offer optimal player experiences. If we are unsuccessful in any of these endeavors, or are otherwise unable to keep up with rapidly changing technology, to offer new games and game updates that appeal to our player base or to monetize our mobile games, our business will suffer.

Our revenue, bookings and operating margins may decline.

The industry in which we operate is highly competitive and rapidly changing, and relies heavily on successful new product launches and compelling content, products and services. As such, if we fail to deliver such content, products and services or do not execute our strategy successfully, our revenue and bookings may decline. In addition, we believe that our operating margin will continue to experience downward pressure as a result of increasing competition. We expect to continue to expend substantial financial and other resources on game development, including mobile games, the expansion of our network, international expansion and our network infrastructure. Our operating costs will increase and our operating margins may decline if we do not effectively manage costs. In addition, weak economic conditions or other factors could cause our business to contract, requiring us to implement significant additional cost cutting measures, including a decrease in research and development, which could harm our long-term prospects.

Our quarterly operating results are volatile and difficult to predict, and our stock price may decline if we fail to meet the expectations of securities analysts or investors.*

Our bookings, revenue, adjusted EBITDA, player traffic and operating results could vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance or the expectations of securities analysts or investors because of a variety of factors, some of which are outside of our control. Any of these events could cause the market price of our Class A common stock to fluctuate. Factors that may contribute to the variability of our operating results include the risk factors listed in these “Risk Factors” and the factors discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting Our Performance.”

In particular, it is difficult to predict when bookings from one of our games will begin to decline, as well as the decay rate for any particular game, which is the speed at which the popularity and player usage for a game declines. As a result of this decline in the life cycle of our games, our business depends on our ability to consistently and timely launch new games or versions of games that achieve significant popularity and have the potential to become franchise games. If decay rates are higher than expected in a particular quarterly period and/or we experience delays in the launch of new games that we expect to offset these declines, we may not meet our expectations or the expectations of securities analysts or investors for a given quarter.

In addition, we recognize revenue from the sale of our virtual goods in accordance with U.S. GAAP, which is complex and based on our assumptions and historical data with respect to the sale and use of various types of virtual goods. In the event that such assumptions are revised based on new data or there are changes in the historical mix of virtual goods sold due to new game

 

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introductions, reduced virtual good sales in existing games or other factors or there are changes in our estimates of average playing periods and player life, the amount of revenue that we recognize in any particular period may fluctuate significantly. In addition, changes in the policies of Facebook, Apple or other third party platforms or accounting policies promulgated by the SEC and national accounting standards bodies affecting software and virtual goods revenue recognition could further significantly affect the way we report revenue related to our products. For example, we recognize revenue net of the amounts retained by Facebook related to Facebook Credits and local-currency transactions sold to the players of our games on Facebook under the terms of our agreement with Facebook. Such changes could have an adverse effect on our reported revenue, net income and earnings per share under U.S. GAAP. Additionally, NaturalMotion, a company we acquired in February 2014, reported its historical financial statements in accordance with U.K. GAAP, and we may have difficulty in reporting its financial results in accordance with our revenue recognition policies, which could have a negative effect on our reported financial results. For further information regarding our revenue recognition policy, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Revenue Recognition” in this Quarterly Report on Form 10-Q.

In addition, we have made in the past and we may make in the future, significant investments or changes in strategy that we think will benefit us in the long term, even if our decision negatively impacts our operating results in the short term. For example, in early 2013, we decided to discontinue development of certain games that were originally expected to be released in and meaningfully contribute to bookings for the second quarter of 2013, in order to focus on games with the potential of becoming franchise games that we believe can drive long-term enterprise value. Although these discontinued games may have offered short-term bookings, we determined that they did not contribute meaningfully to the brand and our strategy in the long term.

Given the rapidly evolving social game industry in which we operate, our historical operating results may not be useful in predicting our future operating results. In addition, metrics we have developed or those available from third parties regarding our industry and the performance of our games, including DAUs, MAUs, MUUs, MUPs and ABPU may not be indicative of our future financial performance.

Our business will suffer if we are unable to continue to develop successful games for mobile platforms or successfully monetize mobile games we develop or acquire.*

Developing games for mobile platforms is an important component of our strategy. We have devoted and we expect to continue to devote substantial resources to the development of our mobile games, however we cannot guarantee that we will continue to develop games that appeal to players or advertisers. New games that we introduce need to generate sufficient bookings and revenues to offset the associated development costs. We may encounter difficulty in integrating features on games developed for mobile platforms that a sufficient number of players will pay for or otherwise sufficiently monetizing mobile games. Generally, our mobile games monetize at a lower rate than our web-based games and we may not be successful in our efforts to increase our monetization from mobile games. In addition, mobile games that we develop, or that companies we acquire are developing, may be delayed or may not meet our forecasts, which may negatively affect our monetization strategy. If we are unable to implement successful monetization strategies for our mobile games, our ability to grow revenue and our financial performance will be negatively affected.

Our ability to successfully develop games for mobile platforms will depend on our ability to:

 

    effectively market new mobile and multi-platform games across multiple mobile devices to our existing web-based players and players of our current mobile games;

 

    expand on our current mobile games;

 

    execute our network strategy and expand our network to mobile;

 

    acquire players and market and advertise our games, effectively and without excess costs;

 

    anticipate and effectively respond to the growing number of players switching from web-based to mobile games, the changing mobile landscape and the interests of players on mobile platforms;

 

    attract, retain and motivate talented game designers, product managers and engineers who have experience developing games for mobile platforms;

 

    partner with mobile platforms and obtain featuring opportunities;

 

    minimize launch delays and cost overruns on the development of new games;

 

    effectively monetize mobile games without degrading the social game experience for our players;

 

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    develop games that provide for a compelling and optimal user experience through existing and developing third party technologies, including third party software and middleware utilized by our players; and

 

    acquire and successfully integrate high quality mobile game assets, personnel or companies, including, but not limited to, our integration of NaturalMotion which we acquired in February 2014.

These and other uncertainties make it difficult to know whether we will succeed in continuing to develop successful mobile games. If we do not succeed in doing so, our business will suffer.

If our top games do not maintain their popularity, our results of operations could be harmed.*

In addition to creating new games that are attractive to a significant number of players, we must extend the life of our existing games, in particular our most successful games. Our existing games compete with our new offerings and the offerings of our competitors. Traditionally, bookings from existing games decline over time. For a game to remain popular, we must constantly enhance, expand or upgrade the game with new features that players find attractive. Increased competition can result in increasing player acquisition and retention costs. Constant game enhancement requires the investment of significant resources, particularly with older games, and such costs on average have increased. We may not be able to successfully enhance, expand or upgrade our current games. Any reduction in the number of players of our most popular games, any decrease in the popularity of our games or social games in general, any breach of game-related security or prolonged server interruption, any loss of rights to any intellectual property underlying such games, or any other adverse developments relating to our most popular games, could harm our results of operations.

A small number of games have generated a majority of our revenue, and we must continue to launch, innovate and enhance games that players like and attract and retain a significant number of players in order to grow our revenue and sustain our competitive position.*

Historically, we have depended on a small number of games for a majority of our revenue and we expect that this dependency will continue for the foreseeable future. Bookings and revenue from many of our games tend to decline over time after reaching a peak of popularity and player usage. As a result of this natural decline in the life cycle of our games, our business depends on our ability to consistently and timely launch new games across multiple platforms and devices that achieve significant popularity and have the potential to become franchise games.

Each of our games requires significant engineering, marketing and other resources to develop, launch and sustain via regular upgrades and expansions, and such costs on average have increased over the last several years. Our ability to successfully launch, sustain and expand games and attract and retain players largely will depend on our ability to:

 

    anticipate and effectively respond to changing game player interests and preferences;

 

    anticipate or respond to changes in the competitive and technological landscape;

 

    attract, retain and motivate talented game designers, product managers and engineers;

 

    develop, sustain and expand games that our players find fun, interesting and compelling to play;

 

    develop games that can build upon or become franchise games;

 

    effectively market and advertise new games and enhancements to our existing players and new players;

 

    acquire players in a cost-effective manner;

 

    minimize the launch delays and cost overruns on new games and game expansions;

 

    minimize downtime and other technical difficulties; and

 

    acquire and integrate high quality assets, personnel and companies.

It is difficult to consistently anticipate player demand on a large scale, particularly as we develop games in new categories or new markets, including international markets and mobile platforms. If we do not successfully launch games that attract and retain a significant number of players and extend the life of our existing games, our market share, brand and financial results will be harmed. For example, in September 2014, we launched a new version of Zynga Poker which replaced our existing mobile poker offering. The launch resulted in a sharp decline in DAUs and revenue, and feedback that some existing players preferred the prior version of the game. As a result, we now have two mobile poker offerings, New Zynga Poker and the original game offering, which has subsequently been reintroduced as Zynga Poker Classic.

 

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We operate in a new and rapidly changing industry, which makes it difficult to evaluate our business and prospects.

The social game industry, through which we derive substantially all of our revenue, is a new and rapidly evolving industry. The growth of the social game industry and the level of demand and market acceptance of our games are subject to a high degree of uncertainty. Our future operating results will depend on numerous factors affecting the social game industry, many of which are beyond our control, including:

 

    our ability to extend our brand and games to mobile platforms and the timing and success of such mobile game launches;

 

    continued worldwide growth in the adoption and use of Facebook and other social networks on which our platform relies;

 

    our ability to maintain the popularity of our games on Facebook;

 

    the transition of our players from the web to mobile devices, and our ability to effectively monetize games on mobile devices and across multiple platforms and devices;

 

    changes in consumer demographics and public tastes and preferences;

 

    the availability and popularity of other forms of entertainment;

 

    the worldwide growth of mobile devices, broadband Internet and personal computer users, and the rate of any such growth; and

 

    general economic conditions, particularly economic conditions adversely affecting discretionary consumer spending.

Our ability to plan for game development, distribution and promotional activities will be significantly affected by our ability to anticipate and adapt to relatively rapid changes in the tastes and preferences of our current and potential players. New and different types of entertainment may increase in popularity at the expense of social games. A decline in the popularity of social games in general, or our games in particular, would harm our business and prospects.

Security breaches, computer viruses and computer hacking attacks could harm our business, reputation, brand and results of operations.

Security breaches, computer malware and computer hacking attacks have become more prevalent in our industry, have occurred on our systems in the past and may occur on our systems in the future. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses could harm our business, financial condition and operating results. We have experienced and will continue to experience hacking attacks, including denial-of-service attacks. Because of our prominence in the social game industry, we believe we are a particularly attractive target for hackers.

In addition, our games involve the storage and transmission of players’ personal information in our facilities and on our equipment, networks and corporate systems run by us or managed by third-parties. Security breaches could expose us to litigation, remediation costs, increased costs for security measures, loss of revenue, damage to our reputation and potential liability. Our player data and corporate systems and security measures may be breached due to the actions of outside parties, employee error, malfeasance, a combination of these, or otherwise, and, as a result, an unauthorized party may obtain access to our data or our players’ data. Additionally, outside parties may attempt to fraudulently induce employees or players to disclose sensitive information in order to gain access to our players’ data. We must continuously examine and modify our security controls and business policies to address the use of new devices and technologies enabling players to share data and communicate in new ways, and the increasing focus by our players and regulators on controlling and protecting user data.

Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. Though it is difficult to determine what harm may directly result from any specific interruption or breach, any failure or perceived failure to maintain performance, reliability, security and availability of our network infrastructure to the satisfaction of our players may harm our reputation and our ability to retain existing players and attract new players.

If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed, we could lose players, and we could suffer financial exposure due to such events or in connection with remediation efforts, investigation costs, changed security and system protection measures.

 

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Our acquisition of NaturalMotion is significant, and the anticipated benefits of the acquisition could be impacted by a number of risks specific to NaturalMotion’s business, as well as by risks related to the integration process.

On February 11, 2014, we completed our acquisition of NaturalMotion. The process of integrating NaturalMotion’s operations into our operations could result in unforeseen operating difficulties, absorb significant management attention, and require significant resources that would otherwise have been available for the ongoing development of our existing operations. Particular significant risks and challenges include, but are not limited to:

 

    the potential lack of employee retention stemming from the acquisition;

 

    that NaturalMotion’s games may not succeed or perform as we anticipated;

 

    that NaturalMotion’s pipeline of future products under development may take longer than predicted to develop and launch or may fail to launch at all;

 

    the difficulty of integrating NaturalMotion’s tools and technology into our current and future mobile products; and

 

    the risk that the implementation of our existing models and mechanics fails to enhance NaturalMotion’s products.

 

    If we are unsuccessful in addressing these risks and challenges, our business and prospects would be harmed.

Our business will suffer if we are unable to successfully acquire or integrate acquired companies into our business or otherwise manage the growth associated with multiple acquisitions.

We have acquired businesses, personnel and technologies in the past and we intend to continue to evaluate and pursue acquisitions and strategic investments. These acquisitions and strategic investments could be material to our financial condition or results of operations.

Challenges and risks from such investments and acquisitions include:

 

    negative effects on products and product pipeline from the changes and potential disruption that may follow the acquisition;

 

    diversion of our management’s attention away from our business;

 

    declining employee morale and retention issues resulting from changes in compensation, or changes in management, reporting relationships, or future prospects;

 

    significant competition from other game companies as the social game industry consolidates;

 

    the need to integrate the operations, systems, technologies, products and personnel of each acquired company, the inefficiencies and lack of control that may result if such integration is delayed or not implemented, and unforeseen difficulties and expenditures that may arise in connection with integration;

 

    the difficulty in determining the appropriate purchase price of acquired companies may lead to the overpayment from certain acquisitions and the potential impairment of intangible assets and goodwill acquired in the acquisitions;

 

    the difficulty in successfully evaluating and utilizing the acquired products, technology or personnel;

 

    the potential incurrence of debt, contingent liabilities, amortization expenses or restructuring charges in connection with any acquisition;

 

    the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;

 

    the difficulty in accurately forecasting and accounting for the financial impact of an acquisition transaction, including accounting charges and integrating and reporting results for acquired companies that do not historically follow U.S. GAAP;

 

    risks associated with our expansion into new international markets and doing business internationally, including those described under the risk factor caption “Expansion into international markets is important for our strategy, and as we expand internationally, we will face additional business, political, regulatory, operational, financial and economic risks, any of which could increase our costs and hinder our efforts” elsewhere in this Quarterly Report on Form 10-Q;

 

    in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;

 

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    in some cases, the need to transition operations and players onto our existing or new platforms and the potential loss of, or harm to, our relationships with employees, players and other suppliers as a result of integration of new businesses;

 

    in certain instances, the ability to exert control of acquired businesses that include earnout provisions in the agreements relating to such acquisitions or the potential obligation to fund an earnout for a product that has not met expectations;

 

    our dependence on the accuracy and completeness of statements and disclosures made or actions taken by the companies we acquire or their representatives, when conducting due diligence and evaluating the results of such due diligence; and

 

    liability for activities of the acquired company before the acquisition, including intellectual property and other litigation claims or disputes, information security vulnerabilities, violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.

The benefits of an acquisition or investment may also take considerable time to develop, and we cannot be certain that any particular acquisition or investment will produce the intended benefits, which could adversely affect our business and operating results. Our ability to grow through future acquisitions will depend on the availability of suitable acquisition and investment candidates at an acceptable cost, our ability to compete effectively to attract these candidates and the availability of financing to complete larger acquisitions. Acquisitions could result in potential dilutive issuances of equity securities, use of significant cash balances or incurrence of debt (and increased interest expense), contingent liabilities or amortization expenses related to intangible assets or write-offs of goodwill and/or intangible assets, which could adversely affect our results of operations and dilute the economic and voting rights of our stockholders. For example, in the third quarter of 2012, we made the decision to discontinue the development of certain games associated with technology and other intangible assets previously acquired from OMGPOP and we recorded an asset impairment charge of $95.5 million. For more information, see Note 3 – “Fair Value Measurements” in the notes to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Our prospects may suffer if our network is unsuccessful.

We aspire to expand our network to leverage our existing and new games to bring the best social playing experiences to our audience and further broaden to other games to ultimately create the best experience for play that includes mobile and web players. If our network fails to engage players or attract advertisers, we may fail to generate sufficient revenue or bookings to justify our investment in the development and operation of our network. We may also encounter technical and operational challenges operating a network.

We are subject to the terms of service of third party social networks and platforms such as Facebook, Apple and Google, where our games are distributed, which may limit our ability to operate or promote our network. For example, under the current terms of service with Facebook, we are limited in our ability to use a Facebook users friends list and Facebook’s communication channels to promote our network. This may limit our ability to reach Facebook users from our network and may limit the number of players that use our network. In December 2012, Facebook amended its standard terms of service to prohibit (i) apps on the Facebook canvas from promoting or linking to game sites other than Facebook and (ii) the use of emails obtained from Facebook to promote or link to desktop web games on platforms other than Facebook. We now are prohibited from cross-promoting traffic to games that are offered on platforms other than Facebook from our games on Facebook. Moreover, we are no longer permitted to use e-mail addresses obtained from Facebook to promote desktop web games that are not on the Facebook platform, subject to certain limited exceptions. If we are not successful in operating, growing and generating revenue from our network, we may not be able to maintain or grow our revenue as anticipated and our financial results could be adversely affected.

Some of our players may make sales or purchases of virtual goods used in our games through unauthorized or fraudulent third-party websites, which may reduce our revenue.

Virtual goods in our games have no monetary value outside of our games. Nonetheless, some of our players may make sales and/or purchases of our virtual goods, such as Zynga Poker virtual poker chips, through unauthorized third-party sellers in exchange for real currency. These unauthorized or fraudulent transactions are usually arranged on third-party websites and the virtual goods offered may have been obtained through unauthorized means such as exploiting vulnerabilities in our games, from scamming our players with fake offers or virtual goods or other game benefits, or from credit card fraud. We do not generate any revenue from these transactions. These unauthorized purchases and sales from third-party sellers could impede our revenue and profit growth by, among other things:

 

    decreasing revenue from authorized transactions;

 

    creating downward pressure on the prices we charge players for our virtual currency and virtual goods;

 

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    increasing chargebacks from unauthorized credit card transactions;

 

    causing us to lose revenue from paying players as our partners increase their credit card fraud prevention efforts;

 

    causing us to lose revenue from paying players who stop playing a particular game;

 

    increasing costs we incur to develop technological measures to curtail unauthorized transactions;

 

    generating legal claims relating to the diminution of value of our virtual goods;

 

    result in negative publicity or harm our reputation with players and partners; and

 

    increasing customer support costs to respond to dissatisfied players.

To discourage unauthorized purchases and sales of our virtual goods, we state in our terms of service that the buying or selling of virtual currency and virtual goods from unauthorized third-party sellers may result in bans from our games or legal action. We have banned players as a result of such activities. We have also filed lawsuits against third parties attempting to “sell” virtual goods from our games, particularly poker chips from Zynga Poker, outside of our games. We have also employed technological measures to help detect unauthorized transactions and continue to develop additional methods and processes by which we can identify unauthorized transactions and block such transactions. However, there can be no assurance that our efforts to prevent or minimize these unauthorized or fraudulent transactions will be successful.

Any failure or significant interruption in our infrastructure could impact our operations and harm our business.*

Our technology infrastructure is critical to the performance of our games and to player satisfaction. Our games run on a complex distributed system, or what is commonly known as cloud computing. We own, operate and maintain the primary elements of this system, but some elements of this system are operated by third parties that we do not control and which would require significant time to replace. We have experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. For example, the operation of CityVille was interrupted for several hours in April 2011 and the operation of most of our games was interrupted for several hours in January 2013, in each case due to network outages. If a particular game is unavailable when players attempt to access it or navigation through a game is slower than they expect, players may stop playing the game and may be less likely to return to the game as often, if at all. A failure or significant interruption in our game service would harm our reputation and operations. We expect to continue to make significant investments to our technology infrastructure to maintain and improve all aspects of player experience and game performance. To the extent we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate increasing traffic, our business and operating results may suffer. We do not maintain insurance policies covering losses relating to our systems and we do not have business interruption insurance. Furthermore, our disaster recovery systems and those of third-parties with which we do business may not function as intended or may fail to adequately protect our critical business information in the event of a significant business interruption, which may cause interruption in service of our games, security breaches or the loss of data or functionality, leading to a negative effect on our business.

The value of our virtual goods is highly dependent on how we manage the economies in our games. If we fail to manage our game economies properly, our business may suffer.

Paying players purchase virtual goods in our games because of the perceived value of these goods which is dependent on the relative ease of securing an equivalent good via non-paid means within the game. The perceived value of these virtual goods can be impacted by Facebook’s offering of free or discounted Facebook Credits, local currency-based payments, and/or other incentives to our players, or by various actions that we take in the games including offering discounts for virtual goods, giving away virtual goods in promotions or providing easier non-paid means to secure these goods. If we fail to manage our virtual economies properly, players may be less likely to purchase virtual goods and our business may suffer.

We rely on a small portion of our total players for nearly all of our revenue.*

Compared to all players who play our games in any period, only a small portion are paying players. During the three months ended September 30, 2014, we had approximately 1.3 million MUPs (excluding payers who use certain payment methods for which unique payer data is not available), who represent approximately two percent of our total players. We lose players in the ordinary course of business. In order to sustain our revenue levels, we must attract, retain and increase the number of players or more effectively monetize our players. To retain players, we must devote significant resources so that the games they play retain their interest and attract them to our other games. If we fail to grow or sustain the number of our players, or if the rates at which we attract and retain players declines or if the average amount our players pay declines, our business may not grow and our financial results will suffer.

 

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Any restructuring actions and cost reduction initiatives that we undertake may not deliver the expected results and these actions may adversely affect our business.

In 2013 and 2014, we implemented certain restructuring actions and cost reduction initiatives to better align our operating expenses with our revenue, including reducing our headcount, rationalizing our product pipeline, reducing marketing and technology expenditures and consolidating and closing certain facilities, and we plan to continue to manage costs to better and more efficiently manage our business. This most recent restructuring plan and other such efforts could result in disruptions to our operations and adversely affect our business.

To effectively manage our business and operations, we will need to continue to focus on spending significant resources to improve our technology infrastructure, our operational, financial and management controls, and our reporting systems and procedures by, among other things:

 

    monitoring and updating our technology infrastructure to maintain high performance and minimize down time;

 

    enhancing information and communication systems to ensure that our employees and offices around the world are well-coordinated and can effectively communicate with each other; and

 

    enhancing our internal controls to ensure timely and accurate reporting of all of our operations.

These enhancements and improvements will require capital expenditures and allocation of valuable management and employee resources.

We expect to continue to actively monitor our costs, however, if we do not fully realize or maintain the anticipated benefits of any restructuring actions and cost reduction initiatives, our business could be adversely affected. In addition, we cannot be sure that the cost reduction initiatives will be as successful in reducing our overall expenses as expected or that additional costs will not offset any such reductions. If our operating costs are higher than we expect or if we do not maintain adequate control of our costs and expenses, our operating results will suffer.

If we fail to effectively manage our human resources, our business may suffer.*

Our ability to compete and grow depends in large part on the efforts and talents of our employees. Such employees, particularly game designers, product managers, engineers and executives are in high demand, and we devote significant resources to identifying, recruiting, hiring, training, successfully integrating and retaining these employees. We have experienced significant turnover in our headcount over the last year, including within our senior management team, which has placed and will continue to place significant demands on our management and our operational, financial and technological infrastructure. As of September 30, 2014, approximately 38% of our employees had been with us for less than one year and approximately 54% for less than two years.

We believe that two critical components of our success and our ability to retain our best people are our culture and our competitive compensation practices. As we continue to develop the infrastructure of a public company, we may find it difficult to maintain our entrepreneurial, execution-focused culture. In addition, our recent operating results, the decline in our revenue and the current trading price of our Class A common stock may cause our employee base to be more vulnerable to be targeted for recruitment by competitors. Some of our employees may have been motivated to work for us by an expectation that our Class A common stock would be trading at a higher value and may be less motivated by the equity compensation they receive as a result. Competitors may leverage any resulting disappointment as a tool to recruit talented employees.

We have historically hired a number of key personnel through acquisitions, and as competition with other game companies for attractive target companies with a skilled employee base increases, we may incur significant expenses in continuing this practice. In addition, our recent operating results, the decline in our revenue and the current trading price of our Class A common stock may negatively impact our perceived reputation and make it more difficult and more expensive to recruit new employees. The loss of talented employees or the inability to hire skilled employees as replacements could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business. If we do not succeed in recruiting, retaining, and motivating our key employees to achieve a high level of success or if we do not attract new key personnel, we may be unable to (i) continue to launch new games and enhance existing games, including in each case on mobile, (ii) expand our network, or (iii) execute our business strategy, and as a result, our business may suffer.

 

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Our core values of focusing on our players first and acting for the long term may conflict with the short-term interests of our business.

One of our core values is to focus on surprising and delighting our players, which we believe is essential to our success and serves the best, long-term interests of Zynga and our stockholders. Therefore, we have made in the past and we may make in the future, significant investments or changes in strategy that we think will benefit us in the long term, even if our decision negatively impacts our operating results in the short term. For example, in early 2013, we decided to discontinue development of certain games that were originally expected to be released in, and then meaningfully contribute to bookings for, the second quarter of 2013, in order to focus on games with the potential of becoming franchise games that drive long-term enterprise value. Although these discontinued games may have offered short-term bookings, we determined that they did not contribute meaningfully to the brand and our strategy in the long-term. This decision to discontinue certain games could negatively impact our operating results in the short term. Our decisions may not result in the long-term benefits that we expect, in which case the success of our games, business and operating results could be harmed.

If we lose the services of our Chief Executive Officer or other members of our senior management team, we may not be able to execute our business strategy.

Our success depends in a large part upon the continued service of our senior management team. In particular, our Chief Executive Officer, Don Mattrick, is critical to our vision, strategic direction, culture, products and technology. We do not maintain key-man insurance for Mr. Mattrick or any other member of our senior management team. The loss of our Chief Executive Officer or other members of senior management could harm our business.

An increasing number of individuals are utilizing devices other than personal computers to access the Internet, and versions of our games developed for these devices might not gain widespread adoption, or may not function as intended.

The number of individuals who access the Internet through devices other than a personal computer, such as smart phones, tablets, televisions and set-top box devices, has increased dramatically, and we believe this trend is likely to continue. Certain of our games or versions of our games may not be compelling to players on such devices. In addition, each device manufacturer or platform provider may establish unique or restrictive terms and conditions for developers on such devices or platforms, and our games may not work well or be viewable on these devices as a result. To expand our business, we will need to support a number of alternative devices and technologies. Once developed, we may choose to port or convert a game into separate versions for alternative devices with different technological requirements. As new devices and new mobile platforms or updates to platforms are continually being released, we may encounter problems in developing versions of our games for use on these alternative devices and we may need to devote significant resources to the creation, support and maintenance of such devices and platforms. If we are unable to successfully expand the platforms and devices on which our games are available, or if the versions of our games that we create for alternative platforms and devices are not compelling to our players, our business will suffer.

We have a new business model and a short operating history, which make it difficult to evaluate our prospects and future financial results and may increase the risk that we will not be successful.

We began operations in April 2007, and became publicly listed in December 2011, and we have a short operating history and a new business model, which make it difficult to effectively assess our future prospects. Our business model is based on offering games that are free to play. To date, only a small portion of our players pay for our products. We cannot assure that any of our efforts will be successful or result in the development or timely launch of additional products, or ultimately produce any material revenue.

We may choose to exit the real money gaming market completely to focus on our core business and, if we elect to participate in this market, our efforts may not be successful.

In October 2012, we entered into an agreement with Bwin.Party Digital Entertainment plc (“bwin.party”) to develop, test and operate certain real money online poker and casino games in the United Kingdom. In the second quarter of 2013, we launched our first real money gaming (RMG) offerings, ZyngaPlusPoker and ZyngaPlusCasino, in the United Kingdom in connection with this agreement. We are evaluating our RMG products in the United Kingdom to determine whether or not they are on strategy and aligned with our near term market opportunities and priorities. We may decide these products and participation in regulated markets globally is consistent with near term market opportunities and priorities or we may decide to exit the market. We cannot provide assurance that our RMG products, or any products or partnerships we may launch in the future will be successful, or ultimately produce any material revenue.

 

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In 2013, we decided to withdraw our application from the Nevada Gaming Control Board and made the focused choice not to pursue a license for real money gaming in other U.S. jurisdictions at this time in order to focus our resources and priorities on what we believe is our biggest opportunity, free to play social games. Our decision may not result in the long-term benefits that we expect, in which case the success of our business and operating results could be harmed. In connection with our decision to refocus on our core free to play business, we are evaluating our participation in global RMG markets. If we elect to participate in global regulated markets, gaming laws may require us, each of our subsidiaries engaged in gaming operations, certain of our directors, officers and employees, and in some cases, our stockholders, to obtain licenses or findings of suitability from gaming authorities. Gaming authorities have very broad discretion in determining whether an applicant qualifies for a license or should be deemed suitable. If we are required to obtain a license to participate in a global RMG market, we cannot provide assurance that we will be able to obtain a license in a timely fashion or that we will be able to obtain a license at all.

In addition, regulatory and legislative developments, including excessive taxation, may prevent or significantly limit our ability, or the ability of any entity with which we may partner in the future, to enter into or succeed in RMG. Becoming familiar with and complying with these requirements will increase our costs and subject our business to greater scrutiny by regulators in many different jurisdictions. If our brand becomes associated with RMG we may lose current players, advertisers or partners or have difficulty attracting new players, advertisers or partners, which could adversely impact our business.

In addition, if we or our partners operate our RMG games in a negative manner, if players are less satisfied than expected with the games provided or if we or our partners fail to comply with regulatory requirements, our reputation could be adversely affected and we may not realize the anticipated benefits of this line of business or we may lose players and we may curtail our efforts in the RMG market.

Expansion into international markets is important for our strategy, and as we expand internationally, we will face additional business, political, regulatory, operational, financial and economic risks, any of which could increase our costs and hinder our efforts.

Continuing to expand our business to attract players in countries other than the United States is a critical element of our business strategy. An important part of targeting international markets is developing offerings that are localized and customized for the players in those markets. We have a limited operating history as a company outside of the United States. We expect to continue to devote significant resources to international expansion through acquisitions, the establishment of additional offices and development studios, and increasing our foreign language offerings. For example, in February 2014, we completed the acquisition of NaturalMotion, a company domiciled in the United Kingdom. Our ability to expand our business and to attract talented employees and players in an increasing number of international markets will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. We have experienced difficulties in the past and have not been successful in all the countries we have entered. We may not be able to offer our games in certain countries. Expanding our international focus may subject us to risks that we have not faced before or increase risks that we currently face, including risks associated with:

 

    recruiting and retaining talented and capable management and employees in foreign countries;

 

    challenges caused by distance, language and cultural differences;

 

    developing and customizing games and other offerings that appeal to the tastes and preferences of players in international markets;

 

    competition from local game makers with intellectual property rights and significant market share in those markets and with a better understanding of player preferences;

 

    utilizing, protecting, defending and enforcing our intellectual property rights;

 

    negotiating agreements with local distribution platforms that are sufficiently economically beneficial to us and protective of our rights;

 

    the inability to extend proprietary rights in our brand, content or technology into new jurisdictions;

 

    implementing alternative payment methods for virtual goods in a manner that complies with local laws and practices and protects us from fraud;

 

    compliance with applicable foreign laws and regulations, including privacy laws and laws relating to content;

 

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    compliance with anti-bribery laws including without limitation, compliance with the Foreign Corrupt Practices Act;

 

    credit risk and higher levels of payment fraud;

 

    currency exchange rate fluctuations;

 

    protectionist laws and business practices that favor local businesses in some countries;

 

    double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate;

 

    foreign exchange controls or U.S. tax restrictions that might restrict or prevent us from repatriating income earned in countries outside the United States;

 

    political, economic and social instability;

 

    higher costs associated with doing business internationally;

 

    export or import regulations; and

 

    trade and tariff restrictions.

Entering new international markets will be expensive, our ability to successfully gain market acceptance in any particular market is uncertain, and the distraction of our senior management team could harm our business.

Competition within the broader entertainment industry is intense and our existing and potential players may be attracted to competing forms of entertainment such as offline and traditional online games, television, movies and sports, as well as other entertainment options on the Internet.

Our players face a vast array of entertainment choices. Other forms of entertainment, such as offline, traditional online, personal computer and console games, television, movies, sports, RMG and the Internet, are much larger and more well-established markets and may be perceived by our players to offer greater variety, affordability, interactivity and enjoyment. These other forms of entertainment compete for the discretionary time and income of our players. If we are unable to sustain sufficient interest in our games in comparison to other forms of entertainment, including new forms of entertainment, our business model may no longer be viable.

Competition in our industry is intense.

Our industry is highly competitive and we expect more companies to enter the sector and a wider range of social games to be introduced. Our competitors that develop games for networks, on both web and mobile, vary in size and include companies such as DeNA Co. Ltd. (Japan), Electronic Arts Inc., Gameloft SA, GREE International, Inc., Glu Mobile Inc., King.com Inc., Rovio Mobile Ltd., Supercell Inc., GungHo Online Entertainment, Inc., Kabam and The Walt Disney Company. In addition, online game developers and distributors who are primarily focused on specific international markets, such as Tencent Holdings Limited in Asia, and high-profile companies with significant online presences that to date have not developed social games, such as Facebook, Apple Inc., Google Inc. and Microsoft Corporation, may decide to develop social games. Some of these current and potential competitors have significant resources for developing or acquiring additional games, may be able to incorporate their own strong brands and assets into their games, have a more diversified set of revenue sources than we do and may be less severely affected by changes in consumer preferences, regulations or other developments that may impact our industry. In addition, we have limited experience in developing games for mobile and other platforms and our ability to succeed on those platforms is uncertain. We expect new game competitors to enter the market and existing competitors to allocate more resources to develop and market competing games and applications.

Our revenue may be harmed by the proliferation of “cheating” programs and scam offers that seek to exploit our games and players affects the game-playing experience and may lead players to stop playing our games.

Unrelated third parties have developed, and may continue to develop, “cheating” programs that enable players to exploit vulnerabilities in our games, play them in an automated way or obtain unfair advantages over other players who do play fairly. These programs harm the experience of players who play fairly and may disrupt the virtual economies of our games. In addition, unrelated third parties attempt to scam our players with fake offers for virtual goods or other game benefits. We devote significant resources to discover and disable these programs and activities, and if we are unable to do so quickly our operations may be disrupted, our reputation damaged and players may stop playing our games. This may lead to lost revenue from paying players, increased cost of developing technological measures to combat these programs and activities, legal claims relating to the diminution in value of our virtual currency and goods, and increased customer service costs needed to respond to dissatisfied players.

 

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We may be required to record impairment related to our goodwill, intangible assets or other long-lived assets if our market capitalization declines below our net asset value or if our financial performance and/or condition deteriorates.*

As of September 30, 2014, we had $1.08 billion of goodwill, intangible assets and other long-lived assets. Our February 2014 acquisition of NaturalMotion increased our reported goodwill and intangible assets. If our market capitalization declines below our net asset value or if our financial performance and/or condition deteriorates, we may have to impair our goodwill, intangible assets or other long-lived assets, which could adversely impact our results of operations and financial position. For example, in the third quarter of 2012, we made the decision to discontinue the development of certain games associated with technology and other intangible assets previously acquired from OMGPOP, Inc. and we recorded an asset impairment charge of $95.5 million. In addition, in the third quarter of 2013 we recorded an intangible asset impairment charge of $10.2 million related to various prior acquisitions. For more information, see Note 6 – “Goodwill and Other Intangible Assets” in the notes to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Failure to protect or enforce our intellectual property rights or the costs involved in such enforcement could harm our business and operating results.

We regard the protection of our trade secrets, copyrights, trademarks, service marks, trade dress, domain names, patents, and other product rights as critical to our success. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We enter into confidentiality and invention assignment agreements with our employees and contractors and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others.

We pursue the registration of our domain names, copyrights, trademarks, service marks, and patents in the United States and in certain locations outside the United States. We are seeking to protect our trademarks, service marks, copyrights, patents and domain names in multiple jurisdictions, a process that is expensive and time-consuming and may not be successful or which we may not pursue in every location. We may, over time, increase our investment in protecting our innovations through increased patent filings that are expensive and time-consuming and may not result in issued patents that can be effectively enforced. The Leahy-Smith America Invents Act (the “Leahy-Smith Act”) was adopted in September 2011. The Leahy-Smith Act includes a number of significant changes to United States patent law, including provisions that affect the way patent applications will be prosecuted, which could be detrimental to investors, and may also affect patent litigation. The Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could harm our business.

Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect our business and operating results. If we fail to maintain, protect and enhance our intellectual property rights, our business and operating results may be harmed.

We are, and may in the future be, subject to intellectual property disputes, which are costly to defend and could require us to pay significant damages and could limit our ability to use certain technologies in the future.

From time to time, we have faced, and we expect to face in the future, allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors, non-practicing entities and former employers of our personnel. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict. As the result of any court judgment or settlement, we may be obligated to cancel the launch of a new game, stop offering a game or certain features of a game in a particular geographic region or worldwide, pay royalties or significant settlement costs, purchase licenses or modify our games and features, or develop substitutes.

In addition, we use open source software in our games and expect to continue to use open source software in the future. From time to time, we may face claims from companies that incorporate open source software into their products, claiming ownership of, or demanding release of, the source code, the open source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our games, any of which would have a negative effect on our business and operating results.

 

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We are involved in legal proceedings that may result in adverse outcomes.

We may be involved in claims, suits, government investigations, and proceedings arising in the ordinary course of our business, including actions with respect to intellectual property claims, privacy, data protection or law enforcement matters, tax matters, labor and employment claims, commercial claims, as well as stockholder derivative actions, class action lawsuits, and other matters. Such claims, suits, government investigations, and proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of the outcome, such legal proceedings can have an adverse impact on us because of legal costs, diversion of management and other personnel, and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in liability, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing us from offering certain features, functionalities, products, or services, or requiring a change in our business practices, products or technologies, which could in the future materially and adversely affect our business, operating results, and financial condition. See the section titled “Legal Matters” included in Note 12 – “Commitments and Contingencies” in the notes to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Programming errors or flaws in our games could harm our reputation or decrease market acceptance of our games, which would harm our operating results.

Our games may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch, particularly as we launch new games and rapidly release new features to existing games under tight time constraints. We believe that if our players have a negative experience with our games, they may be less inclined to continue or resume playing our games or recommend our games to other potential players. Undetected programming errors, game vulnerabilities that may be exploited by cheating programs and other forms of misappropriation, game defects and data corruption can disrupt our operations, adversely affect the game experience of our players by allowing players to gain unfair advantage, misappropriate virtual goods, harm our reputation, cause our players to stop playing our games, divert our resources and delay market acceptance of our games, any of which could result in legal liability to us or harm our operating results.

Evolving regulations, industry standards and practices by platform providers concerning data privacy could prevent us from providing our games to our players, or require us to modify our games, thereby harming our business.

The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the Internet and mobile platforms are under increased public scrutiny, and civil claims alleging liability for the breach of data privacy have been asserted against us. The U.S. government, including the Federal Trade Commission, the Department of Commerce, U.S. Congress, and various State Attorneys General are continuing to review the need for greater regulation for the collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices. There is also increased attention being given to the collection of data from minors. For instance, the Children’s Online Privacy Protection Act requires companies to obtain parental consent before collecting personal information from children under the age of 13. In addition, the European Union has proposed reforms to its existing data protection legal framework, which may result in a greater compliance burden for companies with users in Europe. Various government and consumer agencies have also called for new regulation and changes in industry practices.

We began operations in 2007. While our administrative and technical systems have developed rapidly, during our earlier history our practices relating to intellectual property, data privacy and security, and legal compliance may not have been as robust as they are now, and there may be unasserted claims arising from this period that we are not able to anticipate. In addition, our business, including our ability to operate and expand internationally, could be adversely affected if laws or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices, the design of our website, games, features or our privacy policies. In particular, the success of our business has been, and we expect will continue to be, driven by our ability to responsibly use the data that our players share with us. Therefore, our business could be harmed by any significant change to applicable laws, regulations or industry practices or the requirements of platform providers regarding the use or disclosure of data our players choose to share with us, age verification, underage players or the manner in which the express or implied consent of consumers for such use and disclosure is obtained. Such changes may require us to modify our game features and advertising practices, possibly in a material manner, and may limit our ability to use the data that our players share with us.

We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with such obligations could harm our business.

 

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We receive, store and process personal information and other player data, and we enable our players to share their personal information with each other and with third parties, including on the Internet and mobile platforms. There are numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other player data on the Internet and mobile platforms, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. We generally comply with industry standards and are subject to the terms of our own privacy policies and privacy-related obligations to third parties (including voluntary third-party certification bodies such as TRUSTe). We strive to comply with all applicable laws, policies, legal obligations and certain industry codes of conduct relating to privacy and data protection, to the extent reasonably attainable. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to players or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other player data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause our players to lose trust in us, which could have an adverse effect on our business. Additionally, if third parties we work with, such as players, vendors or developers, violate applicable laws or our policies, such violations may also put our players’ information at risk and could in turn have an adverse effect on our business.

In the area of information security and data protection, many states have passed laws requiring notification to players when there is a security breach for personal data, such as the 2002 amendment to California’s Information Practices Act, or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to practically implement. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Furthermore, any failure on our part to comply with these laws may subject us to significant liabilities.

Our business is subject to a variety of other U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

We are subject to a variety of laws in the United States and abroad, including state and Federal laws regarding consumer protection, taxation, intellectual property, export and national security, that are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the United States. There is a risk that these laws may be interpreted in a manner that is not consistent with our current practices, and could have an adverse effect on our business. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users. It is also likely that as our business grows and evolves and our games are played in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. We are potentially subject to a number of foreign and domestic laws and regulations that affect the offering of certain types of content, such as that which depicts violence, many of which are ambiguous, still evolving and could be interpreted in ways that could harm our business or expose us to liability. In addition, certain of our casino-themed games, including Zynga Poker, may become subject to gambling-related rules and regulations and expose us to civil and criminal penalties if we do not comply. Our business includes real money online poker and casino games offerings in the United Kingdom through an agreement with bwin.party. RMG is subject to stringent, complicated and rapidly changing licensing and regulatory requirements, both federally and in each state, as well as internationally. Although we are not planning to seek any direct licenses in Nevada or other jurisdictions in the U.S., our partnership with bwin.party in the United Kingdom continues as we evaluate its results. 

It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject. If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to modify our games, which would harm our business, financial condition and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

It is possible that a number of laws and regulations may be adopted or construed to apply to us in the United States and elsewhere that could restrict the online and mobile industries, including player privacy, advertising, taxation, content suitability, copyright, distribution and antitrust. Furthermore, the growth and development of electronic commerce and virtual goods may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours conducting business

 

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through the Internet and mobile devices. We anticipate that scrutiny and regulation of our industry will increase and we will be required to devote legal and other resources to addressing such regulation. For example, existing laws or new laws regarding the marketing of in-app purchases, labelling of free-to-play games, regulation of currency and banking institutions unclaimed property and money transmission may be interpreted to cover our games and the virtual currency, goods or payments that we receive. If that were to occur we may be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may be dependent on us meeting certain capital and other requirements and we may be subject to additional regulation and oversight, all of which could significantly increase our operating costs. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding these activities may lessen the growth of social game services and impair our business. In addition, some concern has been expressed in Europe and in certain countries that social gaming should be regulated to protect consumers, in particular minors and persons susceptible to addiction to social games. This concern could lead to the adoption of legislation or regulations that may impose additional burdens upon us, prohibit the offering of our games to certain users or territories, increase our costs or require changes to our games.

Companies and governmental agencies may restrict access to Facebook, our website, mobile applications or the Internet generally, which could lead to the loss or slower growth of our player base.

Our players generally need to access the Internet and in particular Facebook and our website to play our games. Companies and governmental agencies could block access to Facebook, our website, mobile applications or the Internet generally for a number of reasons such as security or confidentiality concerns or regulatory reasons, or they may adopt policies that prohibit employees from accessing Facebook, our website or other social platforms. For example, the government of the People’s Republic of China has blocked access to Facebook in China. If companies or governmental entities block or limit such or otherwise adopt policies restricting players from playing our games, our business could be negatively impacted and could lead to the loss or slower growth of our player base.

Failure in pursuing or executing new business initiatives could have a material adverse impact on our business and future strategy.

Our strategy includes evaluating, considering and effectively executing new business initiatives, which can be difficult. Management may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the time we decided to execute any new initiative. Entering into any new initiatives can also divert our management’s attention from other business issues and opportunities. Failure to effectively identify, pursue and execute new business initiatives, including RMG, may adversely affect our reputation, business, financial condition and results of operations. We believe RMG could have risks that are different than those associated with other new initiatives. In particular, RMG is subject to stringent, complicated and rapidly changing licensing and regulatory requirements. Regulatory and legislative developments, including excessive taxation, may prevent or significantly limit our ability, or the ability of any entity with which we may partner in the future, to enter into or succeed in RMG. Becoming familiar with and complying with these requirements will increase our costs and subject our business to greater scrutiny by regulators in many different jurisdictions. If our brand becomes associated with RMG we may lose current players, advertisers or partners or have difficulty attracting new players, advertisers or partners, which could adversely impact our business.

In addition, if we or our partners operate our RMG games in a negative manner, if players are less satisfied than expected with the games provided or if we or our partners fail to comply with regulatory requirements, our reputation could be adversely affected and we may not realize the anticipated benefits of this line of business or we may lose players and we may curtail our efforts in the RMG market.

Fluctuations in foreign currency exchange rates will affect our financial results, which we report in U.S. dollars.

As we continue to expand our international operations, such as our recent acquisition of NaturalMotion, a company domiciled in the U.K., we become more exposed to the effects of fluctuations in currency exchange rates. We incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency, and an increasing percentage of our international revenue is from players who pay us in currencies other than the U.S. dollar. Fluctuations in the exchange rates between the U.S. dollar and those other currencies could result in the dollar equivalent of such expenses being higher and/or the dollar equivalent of such foreign-denominated revenue being lower than would be the case if exchange rates were stable. This could have a negative impact on our reported operating results.

The enactment of legislation implementing changes in the U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations.

 

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The current U.S. administration has made public statements indicating that it has made international tax reform a priority, and key members of the U.S. Congress have conducted hearings and proposed new legislation. Recent changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of our foreign earnings. Any changes in the U.S. taxation of our international business activities may impact our worldwide effective tax rate, our financial position and results of operations.

The intended tax benefits of our corporate structure and intercompany arrangements depend on the application of the tax laws of various jurisdictions and on how we operate our business.

Our corporate structure and intercompany arrangements, including the manner in which we develop and use our intellectual property and the transfer pricing of our intercompany transactions, are intended to reduce our worldwide effective tax rate. The application of the tax laws of various jurisdictions, including the United States, to our international business activities is subject to interpretation and depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we operate our business is not consistent with the manner in which we report our income to the jurisdictions, which could increase our worldwide effective tax rate and harm our financial position and results of operations.

Our corporate structure includes legal entities located in jurisdictions with income tax rates lower than the U.S. statutory tax rate. Our intercompany arrangements allocate income to such entities in accordance with arm’s-length principles and commensurate with functions performed, risks assumed and ownership of valuable corporate assets. We believe that income taxed in certain foreign jurisdictions at a lower rate relative to the U.S. statutory rate will have a beneficial impact on our worldwide effective tax rate.

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. As we operate in numerous taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property. In addition, tax laws are dynamic and subject to change as new laws are passed and new interpretations of existing laws are issued or applied. In particular, there is uncertainty in relation to the U.S. tax legislation in terms of the future corporate tax rate but also in terms of the U.S. tax consequences of income derived from income related to intellectual property earned overseas in low tax jurisdictions.

Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the tax benefits which we intend to eventually derive could be undermined due to changing tax laws or if we are unable to adapt the manner in which we operate our business.

Our facilities are located near known earthquake fault zones, and the occurrence of an earthquake or other natural disaster could cause damage to our facilities and equipment, which could require us to curtail or cease operations.

Our principal offices and network operations centers are located in the San Francisco Bay Area, an area known for earthquakes, and are thus vulnerable to damage. We are also vulnerable to damage from other types of disasters, including power loss, fire, explosions, floods, communications failures, terrorist attacks and similar events. If any disaster were to occur, our ability to operate our business at our facilities could be impaired and we could incur significant losses, require substantial recovery time and experience significant expenditures in order to resume operations.

We may require additional capital to meet our financial obligations and support business growth, and this capital might not be available on acceptable terms or at all.

We intend to continue to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new games and features or enhance our existing games, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt

 

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securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

Risks Related to Our Class A Common Stock

The three class structure of our common stock has the effect of concentrating voting control with those stockholders who held our stock prior to our initial public offering, including our founder and our other executive officers, employees and directors and their affiliates; this limits our other stockholders’ ability to influence corporate matters.*

Our Class C common stock has 70 votes per share, our Class B common stock has seven votes per share and our Class A common stock has one vote per share. Mark Pincus, our Chairman, beneficially owned approximately 63% of the total voting power of our outstanding capital stock as of September 30, 2014. As a result, Mr. Pincus has significant influence over the management and affairs of the company and control over matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets. Mr. Pincus may hold this voting power for the foreseeable future, subject to additional issuances of stock by the company or sales by Mr. Pincus. This concentrated voting control limits the ability of our other stockholders to influence corporate matters and could adversely affect the market price of our Class A common stock.

Future transfers or sales by holders of Class B common stock or Class C common stock will result in those shares converting to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those stockholders who retain their existing shares of Class B or Class C common stock. In addition, as shares of Class B common stock are transferred or sold and converted to Class A common stock, the sole holder of Class C common stock, Mark Pincus, will have greater relative voting control to the extent he retains his existing shares of Class C common stock, and as a result he could in the future control a majority of our total voting power. Mark Pincus is entitled to vote his shares in his own interests and may do so.

Certain provisions in our charter documents and under Delaware law could limit attempts by our stockholders to replace or remove our board of directors or current management and limit the market price of our Class A common stock.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing changes in our board of directors or management. Our certificate of incorporation and bylaws include provisions that:

 

    establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;

 

    prohibit cumulative voting in the election of directors; and

 

    reflect three classes of common stock, as discussed above.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

Our share price has been and will likely continue to be volatile.*

The trading price of our Class A common stock has been, and is likely to continue to be, highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. Between September 30, 2013 and September 30, 2014, the stock price of our Class A common stock has ranged from $2.70 to $5.89. In addition to the factors discussed in these “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, factors that may cause volatility in our share price include:

 

    changes in projected operational and financial results;

 

    issuance of new or updated research or reports by securities analysts;

 

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    market rumors or press reports;

 

    our announcement of significant transactions;

 

    the use by investors or analysts of third-party data regarding our business that may not reflect our actual performance;

 

    fluctuations in the valuation of companies perceived by investors to be comparable to us;

 

    the activities, public announcements and financial performance of our commercial partners, such as Facebook;

 

    fluctuations in the trading volume of our shares, or the size of our public float relative to the total number of shares of our Class A, Class B and Class C common stock that are issued and outstanding;

 

    share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and

 

    general economic and market conditions.

Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our Class A common stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We have been the target of this type of litigation as described in the section titled “Legal Matters” included in Note 12 —“Commitments and Contingencies” in the notes to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

In addition, in October 2012, we announced that our board of directors authorized us to repurchase up to $200.0 million of our Class A common stock. As of September 30, 2014, we had repurchased approximately $21.1 million of our Class A common stock. The timing and amount of any stock repurchases will be determined based on market conditions, share price and other factors. The program does not require us to repurchase any specific number of shares of our Class A common stock, and may be modified, suspended or terminated at any time without notice. The stock repurchase program will be funded from existing cash on hand. Repurchases of our Class A common stock in the open market could result in increased volatility in our stock price.

Our Class A common stock price may be volatile due to third-party data regarding our games.

Third parties, such as AppData, publish daily data about us and other social game companies with respect to DAUs and MAUs and other information concerning social game usage, in particular on Facebook. These metrics can be volatile, particularly for specific games, and in many cases do not accurately reflect the actual levels of usage of our games across all platforms and may not correlate to our bookings or revenue from the sale of virtual goods. There is a possibility that third parties could change their methodologies for calculating these metrics in the future. To the extent that securities analysts or investors base their views of our business or prospects on such third-party data, the price of our Class A common stock may be volatile and may not reflect the performance of our business.

If securities or industry analysts do not publish research about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our Class A common stock, to some extent, depends on the research and reports that securities or industry analysts publish about our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or lower their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Future sales or potential sales of our Class A common stock in the public market could cause our share price to decline.

If the existing holders of our Class B common stock particularly our directors and officers, sell a large number of shares, they could adversely affect the market price for our Class A common stock. Sales of substantial amounts of our Class A common stock in the public market, or the perception that these sales could occur, could cause the market price of our Class A common stock to decline. For example, in connection with the filing of our Registration Statement on Form S-3 in February 2014, covering the resale of shares issued to the security holders of NaturalMotion prior to our acquisition, we registered 28,178,201 shares of our Class A common stock, which were eligible to be resold immediately thereafter. In addition, in connection with the assumption of certain outstanding

 

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equity awards held by the employees of NaturalMotion prior to the acquisition, we filed a Registration Statement on Form S-8 covering up to 6,850,973 shares of our Class A common stock which vest over three years at a rate of 40% after one year and 30% on each of the second and third anniversaries. In addition, certain holders of our Class B common stock will be entitled to rights with respect to the registration of such shares under the Securities Act pursuant to an investors’ rights agreement. If these holders of our Class B common stock, by exercising their registration rights, sell a large number of shares, they could adversely affect the market price of our Class A common stock. If we file a registration statement for the purposes of selling additional shares to raise capital and are required to include shares held by these holders pursuant to the exercise of their registration rights, our ability to raise capital may be impaired. Sales of substantial amounts of our Class A common stock in the public market, following the release of lock-up agreements, the filing of additional registration statements, or otherwise, or the perception that these sales could occur, could cause the market price of our Class A common stock to decline.

If we are unable to implement and maintain effective internal control over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected.

If we are unable to maintain adequate internal controls for financial reporting in the future, or if our auditors are unable to express an opinion as to the effectiveness of our internal controls as required pursuant to the Sarbanes-Oxley Act, investor confidence in the accuracy of our financial reports may be impacted or the market price of our Class A common stock could be negatively impacted.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the NASDAQ Global Select Market and other applicable securities rules and regulations. Compliance with these rules and regulations has increased and will continue to increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.

As a result of disclosure of information in this Quarterly Report on Form 10-Q and in our other public filings with the SEC as required of a public company, our business and financial condition have become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND ISSUER PURCHASES OF EQUITY SECURITIES

Unregistered Sales of Equity Securities

None

Issuer Purchases of Equity Securities

On October 24, 2012, we announced that our board of directors authorized a stock repurchase program allowing us to repurchase up to $200.0 million of our outstanding shares of Class A common stock. Repurchases under this program may take place in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan. There is no guarantee as to the exact number of shares that will be repurchased by us, and we may discontinue repurchases at any time.

All of our stock repurchases were made pursuant to our publicly-announced stock repurchase plan through open market purchases under Rule 10b5-1 plans. During the nine months ended September 30, 2014, we did not repurchase any shares. The remaining amount available for the repurchase of our Class A common stock was $178.9 million as of September 30, 2014. The program expired on October 31, 2014.

 

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ITEM 6. EXHIBITS

The exhibits listed in the Exhibit Index following the signature pages of this Quarterly Report on Form 10-Q are filed with, or incorporated by reference in, this Quarterly Report on Form 10-Q.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on November 6, 2014.

 

ZYNGA INC.
By:  

/s/ David Lee

 

David Lee

Chief Financial Officer and Chief Accounting Officer

(On behalf of Registrant)

 

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EXHIBIT INDEX

 

         Incorporated by Reference

Exhibit No.

 

Description of Exhibit

   Form    File No.    Exhibit    Filing Date    Filed
Herewith
    2.1   Share Purchase Agreement by and among Zynga Inc., Zynga Game International Limited, NaturalMotion Limited, the Shareholders thereof, and the Sellers’ Representative    8-K    001-35375    2.1    01/30/2014   
    3.1   Amended and Restated Certificate of Incorporation of Zynga Inc.    8-K    001-35375    3.1    6/13/2014   
    3.2   Amended and Restated Bylaws of Zynga Inc.    S-1/A    333-175298    3.4    11/17/2011   
    4.1   Form of Zynga Inc. Class A Common Stock Certificate    S-1/A    333-175298    4.1    11/04/2011   
  10.1+   Non-Employee Director Compensation Policy                X
  31.1   Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                X
  31.2   Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                X
  32.1(1)   Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                X
101.INS   XBRL Instance Document               
101.SCH   XBRL Taxonomy Extension Schema Document               
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document               
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document               
101.LAB   XBRL Taxonomy Extension Labels Linkbase Document               
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document               

 

+ Indicates management contract or compensatory plan.
(1) The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

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EX-10.1

Exhibit 10.1

ZYNGA INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

AS AMENDED JULY 7, 2014 AND AUGUST 26, 2014

On January 18, 2012, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Zynga Inc. (the “Company”) initially approved the following compensation policy (as amended, the “Policy”) for non-employee directors of the Company, effective retroactive to January 1, 2012, and this policy is further amended as of the dates set forth above. For purposes of this Policy, a “Non-Employee Director” is a director who is not serving as an employee or executive officer of the Company or its affiliates (even if such individual may be otherwise be providing services to the Company or its affiliates in a capacity other than as a director).

Each Non-Employee Director will be eligible to receive compensatory equity awards under the Company’s 2011 Equity Incentive Plan (the “Plan”) as consideration for service on the Board. All compensation payable under this policy (such compensation, “Board Compensation”), including cash payments, equity grants and/or deferred equity grants will be made automatically in accordance with the terms of this Policy and the Plan, without the need for any additional corporate action by the Board or the Compensation Committee. Vesting of all equity awards granted under this Policy is subject to the Non-Employee Director’s “Continuous Service” (as defined in the Plan) from the date of grant through each applicable vesting date. Each equity award granted under this Policy will be subject to the Company’s standard form of Restricted Stock Unit Agreement, as most recently adopted by the Board for use under this Policy. Each Non-Employee Director will be eligible to defer all or part of his or her Board Compensation in accordance with the deferred compensation program described below.

Base Annual Retainer. Each year, on the date of the regular annual meeting of the Company’s stockholders (the “Annual Meeting”), unless a Non-Employee Director elects in writing prior to the Annual Meeting (a “Written Election”) to either forego such compensation or defer such compensation pursuant to the provisions hereof, the Company will automatically grant each continuing Non-Employee Director who is re-elected at such meeting an annual retainer (the “Base Annual Retainer”) with an aggregate value on the date of grant as set forth in the table below, which shall be paid (i) 20% in cash and (ii) 80% in restricted stock units of Class A Common Stock of the Company (“RSUs”). The RSUs will vest as follows (the “Standard Vesting Criteria”): 25% will vest every three months from the date of grant, with the last quarterly vesting installment taking place upon the earlier of: (i) the day prior to the one-year anniversary of such Annual Meeting or (ii) the date of the next Annual Meeting, subject to continued service through each such date. The cash portion of the Base Annual Retainer will vest and be paid on a quarterly basis in accordance with the Standard Vesting Criteria.

Pro-Rated Base Annual Retainer for New Non-Employee Directors. If an individual first becomes a Non-Employee Director other than at an Annual Meeting, the Company will automatically grant such new Non-Employee Director, on the date that he or she is first elected or appointed to the Board, a Base Annual Retainer with an aggregate value on the date of grant equal to the pro rata portion of the Base Annual Retainer, which pro rata portion reflects a reduction for each month prior to the date of grant that has elapsed since the preceding Annual Meeting (the “Pro-Rated Base Annual Retainer”). The Pro-Rated Base Annual Retainer will be paid 20% in cash and 80% in RSUs. The vesting schedule for the Pro-Rated Base Annual Retainer will be adjusted such that cash payments are made and RSUs vest on the same dates as such payments would have been made or such RSUs would have vested if the Non-Employee Director had received the Base Annual Retainer on the date of the Annual Meeting.

Committee Chairperson Cash Retainers. Each year, on the date of the Annual Meeting, unless a Non-Employee Director makes a Written Election to either forego such compensation or defer such compensation pursuant to the provisions hereof, the Company will automatically make a cash payment to the Chairperson of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee in the amount set forth in the table below.


Non-Executive Chairperson Cash Retainers. Each year, on the date of the Annual Meeting, unless a Non-Employee Director makes a Written Election to either forego such compensation or defer such compensation pursuant to the provisions hereof, the Company will automatically make a cash payment to the Non-Executive Chairperson of the Board in the amount set forth in the table below.

Product Committee. Each year on the date of the Annual Meeting, unless a Non-Employee Director makes a Written Election to either forego such compensation or defer such compensation pursuant to the provisions hereof, the Company will automatically grant each Non-Employee Director who is re-elected at such meeting and is a member of the Product Committee, a retainer comprised of, at the prior written election of such Non-Employee Director that is a member of the Product Committee, cash, RSUs or a combination of cash and RSUs with an aggregate value equal to the amount set forth in the table below (each such retainer, a “Product Committee Retainer”). The Product Committee Retainer, whether comprised of cash, RSUs or a combination of cash and RSUs, will vest in accordance with the Standard Vesting Criteria. If an individual who is not an employee of the Company is appointed to the Product Committee on a date other than at an Annual Meeting, the Company will automatically grant such new Non-Employee Director that is a member of the Product Committee, on the date that he or she is first elected or appointed to the Product Committee, a Product Committee Retainer with an aggregate value equal to the amount set forth in the table below; provided, however, that if such individual is appointed to the Product Committee more than three (3) months after the date of the Annual Meeting, such individual will be granted a pro-rated Product Committee Retainer, which pro rata retainer reflects a reduction for each month prior to the date of grant that has elapsed since the preceding Annual Meeting; provided that the Compensation Committee shall have the discretion to adjust the amount of any pro-rated grant up to the full value of the Product Committee Retainer if it determines that such adjustment is in the best interest of the Company and its stockholders.

 

Board Compensation1        

  

Base Annual Retainer1

   $ 250,000   

Committee Retainer For Serving as Chairperson of the Audit Committee

   $ 50,000   

Committee Retainer For Serving as Chairperson of the Compensation Committee

   $ 15,000   

Committee Retainer For Serving as Chairperson of the Nominating and

Corporate Governance Committee

   $ 10,000   

Committee Retainer For Service as Member of the Product Committee

   $ 250,000   

Retainer for Serving as Non-Executive Chairperson

   $ 100,000   

 

1  The number of RSUs granted will be equal to (i) the applicable dollar value set forth above multiplied by 80%, divided by (ii) the Fair Market Value (as defined in the Plan) of the Class A common stock of the Company on the date of grant. The cash award granted will be equal to the applicable dollar value set forth above multiplied by 20%.

Deferred Compensation. Each Non-Employee Director will be eligible to defer all or a portion of his or her Board Compensation. Elections will be irrevocable and elections for a given calendar year must be made prior to December 31 of the prior year. If a Non-Employee Director elects to defer all or a portion of his or her Board Compensation, the deferred compensation will be held by the Company on such Non-Employee Director’s behalf in the form of deferred stock units (“DSUs”), which DSUs shall vest at a rate of 25% every three months from the date of grant, with the last quarterly vesting installment taking place upon the earlier of: (i) the day prior to the one-year anniversary of the date of the regular Annual Meeting, or (ii) the date of the next Annual Meeting, subject to continued service through each such date. Vested DSUs will be distributed to a Non-Employee Director on the earliest of (i) the third anniversary of the date of grant, (ii) such Non-Employee Director’s separation from service as a director, or (iii) upon a Change in Control of the Company as defined in the Plan. Notwithstanding the foregoing, if so elected by the Non-Employee Director prior to December 31 of the prior year of the grant of such DSUs to satisfy such Non-Employee Director’s Board Compensation, the distribution of such DSUs may be deferred until retirement of the Non-Employee Director.

Expense Reimbursement. All Non-Employee Directors will be entitled to reimbursement from the Company for their reasonable travel (including airfare and ground transportation), lodging and meal expenses incident to meetings of the Board or committees thereof. The Company will also reimburse directors for attendance at director continuing education programs that are relevant to their service on the Board and which attendance is pre-approved by the Chair of the Nominating and Corporate Governance Committee or Chair of the Board. The Company will make reimbursement to a Non-Employee Director within a reasonable amount of time, but not more than 12 months, following submission by the Non-Employee Director of reasonable written substantiation for the expenses consistent with the Company’s reimbursement policy.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Don A. Mattrick, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Zynga Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b. Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2014

 

    /s/ Don A. Mattrick

Don A. Mattrick
Chief Executive Officer and Director
(Principal Executive Officer)
EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, David Lee, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Zynga Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b. Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2014

 

    /s/ David Lee

David Lee
Chief Financial Officer

(Principal Financial and

Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Don A. Mattrick, Chief Executive Officer of Zynga Inc. (the “Company”), and David Lee, Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:

 

  1. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

 

  2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

In Witness Whereof, the undersigned have set their hands hereto as of the 6th day of November, 2014.

 

/s/ Don A. Mattrick

     

/s/ David Lee

Don A. Mattrick       David Lee
Chief Executive Officer      

Chief Financial Officer and

Chief Accounting Officer

“This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Zynga Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.”