Item
8.
Financial Statements and Supplementary Data
GLU MOBILE INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Glu Mobile Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive (loss)/income, of stockholders' equity and of cash flows present fairly, in all material respects, the financial position of Glu Mobile Inc. and its subsidiaries at December 31, 2016 and December 31, 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in
Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted
our
audits i
n accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Crowdstar Inc. from its assessment of internal control over financial reporting as of December 31, 2016 because it was acquired by the Company in a purchase business combination during 2016. We have also excluded Crowdstar Inc. from our audit of internal control over financial reporting. Crowdstar Inc. is a wholly-owned subsidiary whose total assets and total revenues represent 4.1% and 1.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
March 10, 2017
GLU MOBILE INC.
CONSOLIDATED BALANCE SHEET
S
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2016
|
|
2015
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
102,102
|
|
$
|
180,542
|
|
Accounts receivable, net
|
|
|
21,477
|
|
|
17,956
|
|
Prepaid royalties (including prepaid royalties to a related party of $0 and $7,949 as of December 31, 2016 and December 31, 2015, respectively)
|
|
|
12,465
|
|
|
23,715
|
|
Prepaid expenses and other assets
|
|
|
18,986
|
|
|
14,841
|
|
Total current assets
|
|
|
155,030
|
|
|
237,054
|
|
Property and equipment, net
|
|
|
5,640
|
|
|
5,447
|
|
Restricted cash
|
|
|
1,312
|
|
|
1,498
|
|
Long-term prepaid royalties (including long-term prepaid royalties to a related party of $0 and $2,051 as of December 31, 2016 and December 31, 2015, respectively)
|
|
|
31,288
|
|
|
46,944
|
|
Other long-term assets
|
|
|
3,506
|
|
|
1,386
|
|
Intangible assets, net (including intangible assets acquired from a related party of $0 and $5,000 as of December 31, 2016 and December 31, 2015, respectively)
|
|
|
25,896
|
|
|
22,767
|
|
Goodwill
|
|
|
116,832
|
|
|
87,890
|
|
Total assets
|
|
$
|
339,504
|
|
$
|
402,986
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
16,298
|
|
$
|
9,386
|
|
Accrued liabilities
|
|
|
1,788
|
|
|
1,654
|
|
Accrued compensation
|
|
|
12,495
|
|
|
7,100
|
|
Accrued royalties and license fees (including accrued royalties and license fees to a related party of $0 and $10,449 as of December 31, 2016 and December 31, 2015, respectively)
|
|
|
8,623
|
|
|
21,032
|
|
Accrued restructuring
|
|
|
271
|
|
|
342
|
|
Deferred revenue
|
|
|
44,865
|
|
|
31,112
|
|
Total current liabilities
|
|
|
84,340
|
|
|
70,626
|
|
Long-term accrued royalties (including long-term accrued royalties to a related party of $0 and $2,051 as of December 31, 2016 and December 31, 2015, respectively)
|
|
|
20,836
|
|
|
24,347
|
|
Other long-term liabilities
|
|
|
1,514
|
|
|
1,585
|
|
Total liabilities
|
|
|
106,690
|
|
|
96,558
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 5,000 shares authorized at December 31, 2016 and December 31, 2015; no shares issued and outstanding at December 31, 2016 and December 31, 2015
|
|
|
—
|
|
|
—
|
|
Common stock, $0.0001 par value; 250,000 shares authorized at December 31, 2016 and December 31, 2015; 134,001 and 131,580 shares issued and outstanding at December 31, 2016 and December 31, 2015
|
|
|
13
|
|
|
13
|
|
Additional paid-in capital
|
|
|
571,243
|
|
|
557,748
|
|
Accumulated other comprehensive income/(loss)
|
|
|
246
|
|
|
(85)
|
|
Accumulated deficit
|
|
|
(338,688)
|
|
|
(251,248)
|
|
Total stockholders’ equity
|
|
|
232,814
|
|
|
306,428
|
|
Total liabilities and stockholders’ equity
|
|
$
|
339,504
|
|
$
|
402,986
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GLU MOBILE INC.
CONSOLIDATED STATEMENTS OF OPERATION
S
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
Revenue
|
|
$
|
200,581
|
|
$
|
249,900
|
|
$
|
223,146
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
Platform commissions, royalties and other
|
|
|
75,239
|
|
|
95,682
|
|
|
80,735
|
|
Impairment of prepaid royalties and minimum guarantees (including impairment of prepaid royalties and minimum guarantees paid to a related party of $9,866, $0, and $0 as of December 31, 2016, December 31, 2015, and December 31, 2014, respectively)
|
|
|
30,107
|
|
|
2,502
|
|
|
257
|
|
Impairment and amortization of intangible assets (including impairment and amortization of intangible assets acquired from a related party of $5,000, $0, and $0 as of December 31, 2016, December 31, 2015, and December 31, 2014, respectively)
|
|
|
14,792
|
|
|
9,553
|
|
|
4,767
|
|
Total cost of revenue
|
|
|
120,138
|
|
|
107,737
|
|
|
85,759
|
|
Gross profit
|
|
|
80,443
|
|
|
142,163
|
|
|
137,387
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
81,879
|
|
|
72,856
|
|
|
64,284
|
|
Sales and marketing
|
|
|
48,050
|
|
|
48,240
|
|
|
45,076
|
|
General and administrative
|
|
|
30,225
|
|
|
26,092
|
|
|
25,019
|
|
Amortization of intangible assets
|
|
|
—
|
|
|
201
|
|
|
508
|
|
Restructuring charge
|
|
|
2,279
|
|
|
1,075
|
|
|
435
|
|
Total operating expenses
|
|
|
162,433
|
|
|
148,464
|
|
|
135,322
|
|
(Loss)/income from operations
|
|
|
(81,990)
|
|
|
(6,301)
|
|
|
2,065
|
|
Interest and other expense, net:
|
|
|
|
|
|
|
|
|
|
|
Interest income / (expense)
|
|
|
(2)
|
|
|
49
|
|
|
30
|
|
Other expense
|
|
|
(5,749)
|
|
|
(792)
|
|
|
(1,502)
|
|
Interest and other expense, net
|
|
|
(5,751)
|
|
|
(743)
|
|
|
(1,472)
|
|
(Loss)/income before income taxes
|
|
|
(87,741)
|
|
|
(7,044)
|
|
|
593
|
|
Income tax benefit/(provision)
|
|
|
301
|
|
|
(141)
|
|
|
7,555
|
|
Net (loss)/income
|
|
$
|
(87,440)
|
|
$
|
(7,185)
|
|
$
|
8,148
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)/income per common share - basic and diluted
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
(0.66)
|
|
|
(0.06)
|
|
|
0.09
|
|
Diluted
|
|
|
(0.66)
|
|
|
(0.06)
|
|
|
0.08
|
|
Weighted average common shares outstanding - basic and diluted
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
131,804
|
|
|
118,775
|
|
|
91,826
|
|
Diluted
|
|
|
131,804
|
|
|
118,775
|
|
|
96,922
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GLU MOBILE INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOS
S)/INCOME
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
Net (loss)/income
|
|
$
|
(87,440)
|
|
$
|
(7,185)
|
|
$
|
8,148
|
|
Other comprehensive (loss)/income:
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments (1)
|
|
|
331
|
|
|
(77)
|
|
|
(315)
|
|
Other comprehensive (loss)/income:
|
|
|
331
|
|
|
(77)
|
|
|
(315)
|
|
Comprehensive (loss)/income
|
|
$
|
(87,109)
|
|
$
|
(7,262)
|
|
$
|
7,833
|
|
|
|
|
(1)
|
|
Includes write-off of cumulative translation adjustment upon substantial liquidation of the Company’s United Kingdom entity which is recognized
in other expense in the Company’s consolidated statement of operations for the year ended December 31, 2016.
|
The accompanying notes are an integral part of these consolidated financial statements.
GLU MOBILE INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUIT
Y
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compre-
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
Additional
|
|
hensive
|
|
|
|
|
Stockholders'
|
|
|
|
Common Stock
|
|
Paid-In
|
|
Income
|
|
Accumulated
|
|
Equity
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
(loss)
|
|
Deficit
|
|
Deficit
|
|
|
|
(In thousands, except per share data)
|
|
Balances at December 31, 2013
|
|
78,464
|
|
$
|
8
|
|
$
|
298,593
|
|
$
|
307
|
|
$
|
(252,211)
|
|
$
|
46,697
|
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8,148
|
|
|
8,148
|
|
Stock-based compensation expense
|
|
-
|
|
|
-
|
|
|
7,073
|
|
|
-
|
|
|
-
|
|
|
7,073
|
|
Issuance of common stock upon exercise of stock options
|
|
2,867
|
|
|
1
|
|
|
6,270
|
|
|
-
|
|
|
-
|
|
|
6,271
|
|
Issuance of common stock upon exercise of warrants
|
|
1,191
|
|
|
-
|
|
|
2,786
|
|
|
-
|
|
|
-
|
|
|
2,786
|
|
Taxes paid related to net share settlement of equity awards
|
|
348
|
|
|
-
|
|
|
(896)
|
|
|
-
|
|
|
|
|
|
(896)
|
|
Issuance of common stock pursuant to Employee Stock Purchase Plan
|
|
426
|
|
|
-
|
|
|
1,076
|
|
|
-
|
|
|
-
|
|
|
1,076
|
|
Issuance of common stock as contingent consideration earned
|
|
1,185
|
|
|
-
|
|
|
5,821
|
|
|
-
|
|
|
-
|
|
|
5,821
|
|
Issuance of common stock upon Public Offering, net of issuance costs
|
|
9,861
|
|
|
1
|
|
|
32,057
|
|
|
-
|
|
|
-
|
|
|
32,058
|
|
Non-cash warrant expense
|
|
-
|
|
|
-
|
|
|
1,126
|
|
|
-
|
|
|
-
|
|
|
1,126
|
|
Issuance of common stock as consideration for acquisitions
|
|
12,832
|
|
|
1
|
|
|
61,860
|
|
|
-
|
|
|
|
|
|
61,861
|
|
Other comprehensive loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(315)
|
|
|
-
|
|
|
(315)
|
|
Balances at December 31, 2014
|
|
107,174
|
|
$
|
11
|
|
$
|
415,766
|
|
$
|
(8)
|
|
$
|
(244,063)
|
|
$
|
171,706
|
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(7,185)
|
|
|
(7,185)
|
|
Stock-based compensation expense
|
|
-
|
|
|
-
|
|
|
11,686
|
|
|
-
|
|
|
-
|
|
|
11,686
|
|
Issuance of common stock upon exercise of stock options
|
|
1,440
|
|
|
-
|
|
|
3,794
|
|
|
-
|
|
|
-
|
|
|
3,794
|
|
Issuance of common stock upon exercise of warrants
|
|
450
|
|
|
-
|
|
|
676
|
|
|
-
|
|
|
-
|
|
|
676
|
|
Taxes paid related to net share settlement of equity awards
|
|
1,090
|
|
|
-
|
|
|
(3,018)
|
|
|
|
|
|
|
|
|
(3,018)
|
|
Tax benefits of exercised stock options
|
|
-
|
|
|
-
|
|
|
107
|
|
|
-
|
|
|
-
|
|
|
107
|
|
Issuance of common stock pursuant to Employee Stock Purchase Plan
|
|
426
|
|
|
-
|
|
|
1,655
|
|
|
-
|
|
|
-
|
|
|
1,655
|
|
Issuance of common stock upon private offering, net of issuance costs
|
|
21,000
|
|
|
2
|
|
|
125,154
|
|
|
-
|
|
|
-
|
|
|
125,156
|
|
Non-cash warrant expense
|
|
-
|
|
|
-
|
|
|
1,928
|
|
|
-
|
|
|
-
|
|
|
1,928
|
|
Other comprehensive loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(77)
|
|
|
-
|
|
|
(77)
|
|
Balances at December 31, 2015
|
|
131,580
|
|
$
|
13
|
|
$
|
557,748
|
|
$
|
(85)
|
|
$
|
(251,248)
|
|
$
|
306,428
|
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(87,440)
|
|
|
(87,440)
|
|
Stock-based compensation expense
|
|
-
|
|
|
-
|
|
|
13,263
|
|
|
-
|
|
|
-
|
|
|
13,263
|
|
Issuance of common stock upon exercise of stock options
|
|
270
|
|
|
-
|
|
|
294
|
|
|
-
|
|
|
-
|
|
|
294
|
|
Taxes paid related to net share settlement of equity awards
|
|
1,401
|
|
|
-
|
|
|
(2,405)
|
|
|
-
|
|
|
-
|
|
|
(2,405)
|
|
Issuance of common stock pursuant to Employee Stock Purchase Plan
|
|
750
|
|
|
-
|
|
|
1,878
|
|
|
-
|
|
|
-
|
|
|
1,878
|
|
Non-cash warrant expense
|
|
-
|
|
|
-
|
|
|
465
|
|
|
-
|
|
|
-
|
|
|
465
|
|
Other comprehensive income
|
|
-
|
|
|
-
|
|
|
-
|
|
|
331
|
|
|
-
|
|
|
331
|
|
Balances at December 31, 2016
|
|
134,001
|
|
$
|
13
|
|
$
|
571,243
|
|
$
|
246
|
|
$
|
(338,688)
|
|
$
|
232,814
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GLU MOBILE INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
S
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net (loss)/income
|
|
$
|
(87,440)
|
|
$
|
(7,185)
|
|
$
|
8,148
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
2,947
|
|
|
2,861
|
|
|
2,513
|
|
Impairment and amortization of intangible assets (including impairment and amortization of intangible assets acquired from a related party of $5,000, $0, and $0 as of December 31, 2016, December 31, 2015, and December 31, 2014, respectively)
|
|
|
14,792
|
|
|
9,754
|
|
|
5,275
|
|
Change in fair value of investments
|
|
|
1,900
|
|
|
—
|
|
|
835
|
|
Non-cash foreign currency translation loss
|
|
|
999
|
|
|
792
|
|
|
1,495
|
|
Stock-based compensation
|
|
|
13,263
|
|
|
11,686
|
|
|
11,633
|
|
Non-cash warrant (benefit)/expense
|
|
|
(55)
|
|
|
2,009
|
|
|
1,192
|
|
Other non-cash income tax expense
|
|
|
—
|
|
|
—
|
|
|
1,531
|
|
Impairment of prepaid royalties and minimum guarantees (including impairment of prepaid royalties and minimum guarantees paid to a related party of $9,866, $0, and $0 as of December 31, 2016, December 31, 2015, and December 31, 2014, respectively)
|
|
|
30,107
|
|
|
2,502
|
|
|
257
|
|
Impairment of investments
|
|
|
2,600
|
|
|
—
|
|
|
—
|
|
Changes in allowance for doubtful accounts
|
|
|
(120)
|
|
|
418
|
|
|
(162)
|
|
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
402
|
|
|
13,408
|
|
|
(9,195)
|
|
Prepaid royalties
|
|
|
(16,675)
|
|
|
(31,776)
|
|
|
(5,209)
|
|
Prepaid expenses and other assets
|
|
|
(2,336)
|
|
|
2,049
|
|
|
(9,123)
|
|
Accounts payable and other accrued liabilities
|
|
|
3,135
|
|
|
(1,701)
|
|
|
(4,298)
|
|
Accrued liabilities
|
|
|
65
|
|
|
(259)
|
|
|
(20)
|
|
Accrued compensation
|
|
|
4,577
|
|
|
(3,639)
|
|
|
5,259
|
|
Accrued royalties and license fees
|
|
|
55
|
|
|
(5,070)
|
|
|
10,231
|
|
Deferred revenue
|
|
|
12,251
|
|
|
(6,208)
|
|
|
18,810
|
|
Accrued restructuring
|
|
|
(70)
|
|
|
342
|
|
|
—
|
|
Other long-term liabilities
|
|
|
(181)
|
|
|
(1,448)
|
|
|
(8,598)
|
|
Net cash (used in)/generated from operating activities
|
|
|
(19,784)
|
|
|
(11,465)
|
|
|
30,574
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(3,070)
|
|
|
(2,751)
|
|
|
(3,292)
|
|
Net cash paid for acquisitions
|
|
|
(36,660)
|
|
|
(1,914)
|
|
|
(22,586)
|
|
(Increase)/decrease in restricted cash
|
|
|
186
|
|
|
492
|
|
|
(60)
|
|
Investments in Plain Vanilla Corp and Dairy Free Games, Inc. (Note 6)
|
|
|
(9,500)
|
|
|
—
|
|
|
—
|
|
Purchase of intangible assets (including purchase of intangible assets from a related party of $2,500, $0, and $0 as of December 31, 2016, December 31, 2015, and December 31, 2014, respectively)
|
|
|
(2,500)
|
|
|
(2,500)
|
|
|
—
|
|
Other investing activities
|
|
|
—
|
|
|
(251)
|
|
|
(250)
|
|
Net cash used in investing activities
|
|
|
(51,544)
|
|
|
(6,924)
|
|
|
(26,188)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
PlayFirst payments on acquired line of credit and term loan
|
|
|
—
|
|
|
—
|
|
|
(2,340)
|
|
Crowdstar payments on acquired line of credit and term loan
|
|
|
(1,885)
|
|
|
—
|
|
|
—
|
|
Proceeds from public offering, net of issuance costs
|
|
|
—
|
|
|
—
|
|
|
32,058
|
|
Proceeds from exercise of stock options and purchases under the ESPP
|
|
|
2,172
|
|
|
5,449
|
|
|
7,347
|
|
Taxes paid related to net share settlement of equity awards
|
|
|
(2,405)
|
|
|
(3,018)
|
|
|
(896)
|
|
Excess tax benefit from stock awards
|
|
|
—
|
|
|
107
|
|
|
—
|
|
Cash paid to acquire non-controlling interest in Crowdstar
|
|
|
(4,667)
|
|
|
—
|
|
|
—
|
|
Proceeds from exercise of stock warrants and issuance of common stock
|
|
|
—
|
|
|
676
|
|
|
2,786
|
|
Proceeds from private offering, net of issuance costs
|
|
|
—
|
|
|
125,156
|
|
|
—
|
|
Net cash (used in)/provided by financing activities
|
|
|
(6,785)
|
|
|
128,370
|
|
|
38,955
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
(327)
|
|
|
(351)
|
|
|
(925)
|
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
(78,440)
|
|
|
109,630
|
|
|
42,416
|
|
Cash and cash equivalents at beginning of period
|
|
|
180,542
|
|
|
70,912
|
|
|
28,496
|
|
Cash and cash equivalents at end of period
|
|
$
|
102,102
|
|
$
|
180,542
|
|
$
|
70,912
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for acquisitions
|
|
$
|
—
|
|
|
|
|
|
61,861
|
|
Common stock issued as contingent consideration earned
|
|
$
|
—
|
|
$
|
—
|
|
|
5,821
|
|
Income taxes paid
|
|
$
|
174
|
|
|
310
|
|
|
303
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GLU MOBILE INC.
NOTES TO CONSOLIDATE
D FINANCIAL STATEMENTS
(In thousands, except per share data and percentages)
NOTE 1 — THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
Glu Mobile Inc. (the “Company” or “Glu”) was incorporated in Nevada in May 2001 and reincorporated in the state of Delaware in March 2007. The Company develops, publishes, and markets a portfolio of games designed for users of smartphones
and tablet devices
who download and make purchases within its games through direct-to-consumer digital storefronts, such as the Apple App Store, Google Play Store, Amazon Appstore and others (“Digital Storefronts”). The Company creates games based on its own original brands, as well as third-party licensed brands, properties and other content.
Basis of Presentation
The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the estimated lives that the Company uses for revenue recognition, the allowance for doubtful accounts, useful lives of property and equipment and intangible assets, valuation and realizability of deferred tax assets and uncertain tax positions, fair value of stock awards issued, fair value of warrants issued, accounting for business combinations, evaluating goodwill, long-lived assets for impairment, realization of prepaid royalties and fair value of investments. Actual results may differ from these estimates and these differences may be material.
Variable Interest Entities
The Company has interests in other entities that are variable interest entities (“VIEs”). Determining whether to consolidate a VIE requires judgment in assessing (i) whether an entity is a VIE and (ii) if the Company is the entity’s primary beneficiary and thus required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company’s evaluation includes identification of significant activities and an assessment of its ability to direct those activities based on governance provisions and other applicable agreements and circumstances. The Company’s assessment of whether it is the primary beneficiary of its VIEs requires significant assumptions and judgment.
Investments
The Company’s investments consist of equity investments and investments in financial instruments of unconsolidated entities. The Company monitors its investments for impairment and makes appropriate reductions in carrying values if it determines that an impairment charge is required based on qualitative and quantitative information. The investments are included in other long-term assets in the consolidated balance sheets.
Revenue Recognition
The Company generates revenue through in-app purchases within its games on smartphones and tablets, such as Apple’s iPhone and iPad and mobile devices utilizing Google’s Android operating system. Smartphone and tablet games are distributed primarily through Digital Storefronts.
Revenue
The Company distributes its games for smartphones and tablets to the end customer through Digital Storefronts. Within these Digital Storefronts, users can download the Company’s free-to-play games and pay to acquire virtual currency which can be redeemed in the game for virtual goods. The Company recognizes revenue, when persuasive evidence of an arrangement exists, the service has been provided to the user, the price paid by the user is fixed or determinable, and collectability is reasonably assured. Determining whether and when some of these criteria have been satisfied requires judgments that may have a significant impact on the timing and amount of revenue the Company reports in each period. For the purposes of determining when the service has been provided to the player, the Company has determined that an implied obligation exists to the paying user to continue displaying the purchased virtual goods within the game over the estimated average playing period of paying players for the game, which represents the Company’s best estimate of the estimated average life of virtual goods.
The Company sells both consumable and durable virtual goods and receives reports from the Digital Storefronts, which breakdown the various purchases made from their games over a given time period. The Company reviews these reports to determine on a per-item basis whether the purchase was a consumable virtual good or a durable virtual good. Consumable goods are items that can be purchased directly by the player through the Digital Storefront and are consumed at a predetermined time or otherwise have limitations on repeated use, while durable goods are items accessible to the user over an extended period of time. The Company’s revenue from consumable virtual goods have been insignificant over the previous three years. The Company recognizes the revenue from these items immediately, since it believes that the delivery obligation has been met and there are no further implicit or explicit performance obligations related to the purchase of that consumable virtual good. Revenue from durable virtual goods are generated through the purchase of virtual coins by users through a Digital Storefront. Players convert the virtual coins within the game to durable virtual goods such as weapons, armor or other accessories to enhance their game-playing experience. The durable virtual goods remain in the game for as long as the player continues to play. The Company believes this represents an implied service obligation, and accordingly, recognizes the revenue from the purchase of these durable virtual goods over the estimated average playing period of paying users. Based on the Company’s analysis, the estimated weighted average useful life of a paying user is approximately three months for the majority of our games, except for eight games for which the estimated weighted average useful life of a paying user has been determined to range from four to seven months
primarily due to more social features and content updates in these games resulting in higher retention rates of users
. If a new game is launched and only a limited period of paying player data is available, then the Company also considers other quantitative and qualitative factors, such as the playing patterns for paying users for other games with similar characteristics. While the Company believes its estimates to be reasonable based on available game player information, it may revise such estimates in the future as the games’ operation periods change. Any adjustments arising from changes in the estimates of the lives of these virtual goods would be applied to the current quarter and prospectively on the basis that such changes are caused by new information indicating a change in game player behavior patterns. Any changes in the Company’s estimates of useful lives of these virtual goods may result in revenue being recognized on a basis different from prior periods’ and may cause its operating results to fluctuate.
The Company also has relationships with certain advertising service providers for advertisements within smartphone games and revenue from these advertising providers is generated through impressions, clickthroughs, banner ads and offers. Revenue is recognized as advertisements are delivered and reported to the Company, an executed contract exists, the price is fixed or determinable and collectability has been reasonably assured. Delivery generally occurs when the advertisement has been displayed or the offer has been completed by the user. The fee received for certain offer advertisements that result in the user receiving virtual currency for redemption within a game are deferred and recognized over the average playing period of paying users.
Other Estimates and Judgments
The Company estimates revenue from Digital Storefronts and advertising service providers in the current period when reasonable estimates of these amounts can be made. Certain Digital Storefronts and advertising service providers provide reliable interim preliminary reporting and others report sales data within a reasonable time frame following the end of each month, both of which allow the Company to make reasonable estimates of revenue and therefore to recognize revenue during the reporting period. Determination of the appropriate amount of revenue recognized involves judgments and estimates that the Company believes are reasonable, but it is possible that actual results may differ from the Company’s estimates. When the Company receives the final reports, to the extent not received within a reasonable time frame following the end of each month, the Company records any differences between estimated revenue and actual revenue in the reporting period when the Company determines the actual amounts. Historically, the revenue on the final revenue report have not differed significantly from the reported revenue for the period.
Principal Agent Considerations
In accordance with ASC 605-45,
Revenue Recognition: Principal Agent Considerations,
the Company evaluates its Digital Storefront and advertising service provider agreements in order to determine whether or not it is acting as the principal or as an agent when selling its games or when selling advertisements within its games, which it considers in determining if revenue should be reported gross or net. The Company primarily uses Digital Storefronts for distributing its smartphone games and advertising service providers for serving advertisements within its games. Key indicators that the Company evaluates to reach this determination include:
|
·
|
|
the terms and conditions of the Company’s contracts with the Digital Storefronts and advertising service providers;
|
|
·
|
|
the party responsible for billing and collecting fees from the end-users, including the resolution of billing disputes;
|
|
·
|
|
whether the Company is paid a fixed percentage of the arrangement’s consideration or a fixed fee for each game, transaction, or advertisement;
|
|
·
|
|
the party which sets the pricing with the end-user, has the credit risk and provides customer support; and
|
|
·
|
|
the party responsible for the fulfillment of the game or serving of advertisements and that determines the specifications of the game or advertisement.
|
Based on the evaluation of the above indicators, the Company has determined that it is generally acting as a principal and is the primary obligor to end-users for smartphone games distributed through digital storefronts and advertisements served through our advertising service providers. Therefore, the Company recognizes revenue related to these arrangements on a gross basis, when the necessary information about the gross amounts or platform fees charged, before any adjustments, are made available by the Digital Storefronts and advertising service providers.
Deferred Platform Commissions and Royalties
Digital Storefronts retain platform commissions and fees on each purchase made by the paying players through the Digital Storefront. The Company is also obligated to pay ongoing licensing fees in the form of royalties related to the games developed based on or significantly incorporating licensed brands, properties or other content, and the Company plans to incorporate additional licensed content in even its own originally branded games. Additionally, certain smartphone games sold through digital storefronts require the revenue to be deferred due to an implied obligation to the paying player to continue displaying the purchased virtual goods within the game over the estimated average playing period of paying players for the game. As revenue from sales to paying players through Digital Storefronts are deferred, the related direct and incremental platform commissions and fees as well as third-party royalties are also deferred and reported in “Prepaid expenses and other” on the consolidated balance sheets. The deferred platform commissions and royalties are recognized in the consolidated statements of operations in “Cost of revenue” in the period in which the related sales are recognized as revenue.
Cash and Cash Equivalents
The Company considers all investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits cash and cash equivalents with financial institutions that management believes are of high credit quality. Deposits held with financial institutions often exceed the amount of insurance on these deposits.
Restricted Cash
Restricted cash primarily consists of deposits related to letters of credit to secure obligations under the Company’s operating lease agreements.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and accounts receivable.
The Company derives its accounts receivable from revenue earned from customers or through Digital Storefronts located in the U.S. and other locations outside of the U.S. The Company performs ongoing credit evaluations of its customers’ and the Digital Storefronts’ financial condition and, generally, requires no collateral from its customers or the Digital Storefronts. The Company bases its allowance for doubtful accounts on management’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company reviews past due balances over a specified amount individually for collectability on a monthly basis. It reviews all other balances quarterly. The Company charges off accounts receivable balances against the allowance when it determines that the amount will not be recovered.
The following table summarizes the revenue from customers or aggregate purchases through Digital Storefronts in excess of 10% of the Company’s revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
Apple
|
|
52.7
|
%
|
51.7
|
%
|
52.2
|
%
|
|
Google
|
|
27.6
|
%
|
27.4
|
%
|
24.8
|
%
|
|
At December 31, 2016, Apple Inc. (“Apple”) accounted for 43.9%, Google Inc. (“Google”) accounted for 22.3%, Jirbo, Inc. (dba AdColony) (“Jirbo”) accounted for 10.8%, and Fyber GmbH accounted for 10.5%, of total accounts receivable. At December 31, 2015, Apple accounted for 31.4%, Jirbo accounted for 26.2%, and Google accounted for 19.2% of total accounts receivable. No other customer or Digital Storefront represented more than 10% of the Company’s total accounts receivable as of these dates.
Fair Value
The Company accounts for fair value in accordance with ASC 820,
Fair Value
Measurements and Disclosures
(“ASC 820”). Fair value is defined under ASC 820 as the exch
ange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a three tier hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1
- Quoted prices in active markets for identical assets or liabilities.
Level 2
- Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3
- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The first two levels in the hierarchy are considered observable inputs and the last is considered unobservable. The Company’s cash and cash equivalents and restricted cash, which were held in operating bank accounts, are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency.
The carrying value of accounts receivable and payables approximates fair value due to the short time to expected payment or receipt of cash.
Please refer to Note 4 for further details.
Prepaid or Guaranteed Licensor Royalties
The Company’s royalty expenses consist of fees that it pays to content owners for the use of their brands, properties and other licensed content, including trademarks and copyrights, in the development of the Company’s games. Royalty-based obligations are either paid in advance and capitalized on the balance sheet as prepaid royalties or accrued as incurred and subsequently paid. These royalty-based obligations are expensed to cost of revenue at the greater of the revenue derived from the relevant game multiplied by the applicable contractual rate or an effective royalty rate based on expected net product sales.
The Company’s contracts with some licensors include minimum guaranteed royalty payments, which are payable regardless of the ultimate revenue generated from end users. In accordance with ASC 440-10,
Commitments
(“ASC 440”),
the Company recorded a minimum guaranteed liability of $26,433 and $36,404 as of December 31, 2016 and 2015, respectively. When no significant performance remains with the licensor, the Company initially records each of these guarantees as an asset and as a liability at the contractual amount. When significant performance remains with the licensor, the Company records royalty payments as an asset when actually paid and as a liability when incurred, rather than upon execution of the contract.
The classification of minimum royalty payment obligations between long-term and short-term is determined based on the expected timing of recoupment of earned royalties calculated on projected revenue for the licensed IP games.
Each quarter, the Company evaluates the realization of its royalties as well as any recognized guarantees not yet paid to determine amounts that it deems unlikely to be realized through product sales. The Company uses estimates of revenue, cash flows and net margins to evaluate the future realization of prepaid royalties, license fees, and guarantees. This evaluation considers multiple factors, including Level 3 inputs such as the term of the agreement, forecasted demand, game life cycle status, game development plans, and current and anticipated sales levels, as well as other qualitative factors such as the success of similar games and similar genres on mobile devices published by the Company and its competitors
and/or
other game platforms (e.g., consoles and personal computers) utilizing the intellectual property. To the extent that this evaluation indicates that the remaining prepaid and guaranteed royalty payments are not recoverable, the
Company records an impairment charge to cost of revenue in the period that impairment is indicated.
The Company recorded impairment charges to cost of revenue of $30,107, $2,502, and $257
related to prepaid guaranteed royalties and license fees paid to an affiliate of one of the Company’s principal stockholders related to the Company’s game,
Rival Fire
, guaranteed royalty payments related to certain of its celebrity license agreements, and certain other prepaid royalties
during the years ended December 31, 2016, 2015, and 2014, respectively.
Goodwill and Intangible Assets
In accordance with ASC 350,
Intangibles-Goodwill and Other
(“ASC 350”), the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Under ASC 350, the Company performs the annual impairment review of its goodwill balance as of September 30. This impairment review involves a multiple-step process as follows:
Step — 0 The Company evaluates qualitative factors and overall financial performance to determine whether it is necessary to perform the first step of the two-step goodwill test. This step is referred to as “Step 0.” Step 0 involves, among other qualitative factors, weighing the relative impact of factors that are specific to the reporting unit as well as industry and macroeconomic factors. After assessing those various factors, if it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the entity will need to proceed to the first step of the two-step goodwill impairment test.
Step — 1 The Company compares the fair value of each of its reporting units to the carrying value including goodwill of that unit. For each reporting unit where the carrying value, including goodwill, exceeds the unit’s fair value, the Company moves on to step 2. If a unit’s fair value exceeds the carrying value, no further work is performed and no impairment charge is necessary.
Step — 2 The Company performs an allocation of the fair value of the reporting unit to its identifiable tangible and intangible assets (other than goodwill) and liabilities. This allows the Company to derive an implied fair value for the unit’s goodwill. The Company then compares the implied fair value of the reporting unit’s goodwill with the carrying value of the unit’s goodwill. If the carrying amount of the unit’s goodwill is greater than the implied fair value of its goodwill, an impairment charge would be recognized for the excess.
In 2016, 2015 and 2014, the Company did not record any goodwill impairment charges as it was determined that it was more likely than not that the fair values of the reporting units exceeded their respective carrying values.
Purchased intangible assets with finite lives are amortized using the straight-line method over their useful lives ranging from one to nine years and are reviewed for impairment in accordance with ASC 360,
Property, Plant and Equipment
(“ASC 360”).
Long-Lived Assets
The Company evaluates its long-lived assets, including property and equipment and intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable in accordance with ASC 360. Factors considered important that could result in an impairment review include significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, significant negative industry or economic trends, and a significant decline in the Company’s stock price for a sustained period of time. The Company recognizes impairment based on the difference between the fair value of the asset and its carrying value. Fair value is generally measured based on either quoted market prices, if available, or a discounted cash flow analysis.
Property and Equipment
The Company states property and equipment at cost. The Company computes depreciation or amortization using the straight-line method over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the lease term of the respective assets, whichever is shorter.
The depreciation and amortization periods for the Company’s property and equipment are as follows:
|
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Computer equipment
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Three years
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|
Computer software
|
Three years
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|
Furniture and fixtures
|
Three years
|
|
Leasehold improvements
|
Shorter of the estimated useful life or remaining term of lease
|
|
Research and Development Costs
The Company charges costs related to research, design and development of products to research and development expense as incurred. The types of costs included in research and development expenses include salaries, third party development cost, contractor fees and allocated facilities costs.
Software Development Costs
The Company applies the principles of ASC 985-20,
Software-Costs of Computer Software to Be Sold, Leased, or
Otherwise Marketed
(“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company has adopted the “tested working model” approach to establishing technological feasibility for its games. Under this approach, the Company does not consider a game in development to have passed the technological feasibility milestone until the Company has completed a model of the game that contains essentially all the functionality and features of the final game and has tested the model to ensure that it works as expected. To date, the Company has not incurred significant costs between the establishment of technological feasibility and the release of a game for sale; thus, the Company has expensed all software development costs as incurred. The Company considers the following factors in determining whether costs can be capitalized: the uncertainty regarding a game’s revenue-generating potential and its historical practice of canceling games at any stage of the development process.
Internal Use Software
The Company recognizes internal use software development costs in accordance with ASC 350-40,
Intangibles-Goodwill and Other-Internal Use Software
(“ASC 350-40”) and ASU 2015-05,
Cloud Computing Arrangements
. The Company capitalizes software development costs, including costs incurred to purchase third-party software, beginning when it determines certain factors are present including, among others, that technology exists to achieve the performance requirements and/or buy versus internal development decisions have been made. The Company capitalized certain internal use software costs totaling approximately $728, $615 and $2,165 during the years ended December 31, 2016, 2015, and 2014, respectively. The estimated useful life of costs capitalized is generally three years. During the years ended December 31, 2016, 2015 and 2014, the amortization of capitalized software costs totaled approximately $998, $1,155 and $950, respectively. Capitalized internal use software development costs are included in property and equipment, net.
Income Taxes
In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” This update requires an entity to classify deferred tax liabilities and assets as noncurrent within a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is permitted as of the beginning of the interim or annual reporting period. The Company adopted ASU 2015-17 on a prospective basis as of December 31, 2015. The adoption of ASU 2015-17 did not have a material impact on the Company’s consolidated financial statements.
The Company accounts for income taxes in accordance with ASC 740,
Income Taxes
(“ASC 740”), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its financial statements or tax returns. Under ASC 740, the Company determines deferred tax assets and liabilities based on the temporary difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which it expects the differences to reverse. The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amount it expects to realize.
The Company accounts for uncertain tax positions in accordance with ASC 740, which requires companies to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. ASC 740 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense.
Restructuring
The Company accounts for costs associated with employee terminations and other exit activities in accordance with ASC 420,
Exit or Disposal Cost Obligations
(“ASC 420”). The Company records employee termination benefits as an operating expense when it communicates the benefit arrangement to the employee and it requires no significant future services, other than a minimum retention period, from the employee to earn the termination benefits.
Stock-Based Compensation
The Company applies the fair value provisions of ASC 718,
Compensation-Stock Compensation
(“ASC 718”). ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options and restricted stock units (“RSUs”). ASC 718 requires companies to estimate the fair value of stock-option awards on the grant date using an option pricing model. The fair value of stock options and stock purchase rights granted pursuant to the Company’s equity incentive plans and 2007 Employee Stock Purchase Plan (“ESPP”), respectively, is determined using the Black-Scholes valuation model. The determination of fair value is affected by the stock price, as well as assumptions regarding subjective and complex variables such as expected employee exercise behavior and expected stock price volatility over the expected term of the award. Generally, these assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. Employee stock-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to stock-based compensation expense will be recognized at that time. Changes to the assumptions used in the Black-Scholes option valuation calculation and the forfeiture rate, as well as future equity granted or assumed through acquisitions could significantly impact the compensation expense the Company recognizes. The cost of RSUs is determined using the fair value of the Company’s common stock based on the quoted closing price of the Company’s common stock on the date of grant, and is reduced for estimated forfeitures. The
compensation cost for all share-based payment awards is amortized on a straight-line basis over the requisite service period.
The Company has elected to use the “with and without” approach under which windfall benefit is recognized only if an incremental benefit is provided after considering all other tax attributes presently available to the Company. As a result, the Company will only recognize a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available to the Company have been utilized. In addition, the Company has elected to account for the indirect effects of stock-based awards on other tax attributes, such as the research tax credit, through its statement of operations.
The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505-50.
Advertising Expenses
The Company expenses the production costs of advertising, including direct response advertising, the first time the advertising takes place. Advertising expense was $37,408, $38,481 and $35,169 in the years ended December 31, 2016, 2015 and 2014, respectively.
Comprehensive Income/(loss)
Comprehensive income/(loss) consists of two components, net income/(loss) and other comprehensive income/(loss). Other comprehensive income/(loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ equity but are excluded from net income/(loss). The Company’s other comprehensive income/(loss) included foreign currency translation adjustments from those subsidiaries not using the U.S. Dollar as their functional currency, and a reclassification to net loss from the write-off of cumulative translation adjustment.
Foreign Currency Translation
In preparing its consolidated financial statements, the Company translates the financial statements of its foreign subsidiaries from their functional currencies, the local currency, into U.S. Dollars. This process resulted in unrealized exchange gains and losses, which are included as a component of accumulated other comprehensive loss within stockholders’ deficit. However, if the functional currency is deemed to be the U.S. Dollar, any gain or loss associated with the translation of these financial statements would be included in other expense within the Company’s consolidated statements of operations.
Cumulative foreign currency translation adjustments include any gain or loss associated with the translation of a subsidiary’s financial statements when the functional currency of a subsidiary is the local currency. If the Company disposes of any of its subsidiaries, any cumulative translation gains or losses would be realized and recorded in other expense within the Company’s consolidated statement of operations in the period during which the disposal occurs. If the Company determines that there has been a change in the functional currency of a subsidiary relative to the U.S. Dollar, any translation gains or losses arising after the date of change would be included in other expense within the Company’s consolidated statement of operations.
Business Combination
The Company applies the accounting standard related to business combinations, ASC 805,
Business Combinations
(“ASC 805’). The standard requires recognition of assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date with subsequent changes recognized in earnings; requires acquisition-related expenses and restructuring costs to be recognized separately from the business combination and expensed as incurred; requires in-process research and development to be capitalized at fair value as an indefinite-lived intangible asset until completion or abandonment; and requires that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes.
The Company accounts for acquisitions of entities or assets that include inputs and processes and have the ability to create outputs as business combinations. The purchase price of the acquisition is allocated to tangible assets, liabilities, and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, these estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, the Company records adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in its operating results in the period in which the adjustments were determined.
Recent Accounting Pronouncements
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15,
Presentation of Financial Statements – Going Concern (Subtopic 205-40)
. This amendment requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern, which evaluation is currently performed by the external auditors. Management will be required to perform this assessment for both interim and annual reporting periods and must make certain disclosures if it concludes that substantial doubt exists. This amendment is effective for annual and interim periods ending after December 15, 2016. The adoption of this standard did not have any effect on the Company’s consolidated financial statements for the year ended December 31, 2016 as no substantial doubt exists about the Company’s ability to continue as a going concern.
In January 2017, the FASB” issued ASU 2017-04,
Intangibles—Goodwill and Other (Topic 350)
,
Simplifying the Test for Goodwill Impairment
. This new accounting standard update simplifies the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, though early adoption is permitted. The Company is currently assessing the impact of this new guidance
.
In January 2017, the FASB issued ASU No. 2017-01,
Business Combinations (Topic 805)
, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective in the first quarter of fiscal 2019.
Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated
financial statements.
In December 2016, the FASB issued ASU No. 2016-19,
Technical Corrections and Improvements
. The amendments in ASU 2016-19 represent changes to clarify the accounting standard codification, correct unintended application of guidance, or make minor improvements to the accounting standards codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. For public companies, the standard is effective immediately for amendments that do not have transition guidance. Amendments that are subject to transition guidance, the effective date is interim and annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of those amendments on its consolidated financial statements. The Company adopted the standard immediately upon issuance for amendments that do not have transition guidance. The adoption of the standard did not have an impact on the Company’s consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18,
Statement of Cash Flows
(Topic 230):
Restricted Cash
, which requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the statement of cash flows.
The standard will be effective in the first quarter of fiscal 2018
. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated
financial statements
.
In October 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-16,
Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory
. ASU 2016-16 requires that an entity recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing existing diversity in practice. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09,
Compensation - Stock Compensation
(Topic 718
): Improvements to Employee Share-Based Payment Accounting
. The new guidance, which simplifies the accounting and presentation for share-based payments, provides for a number of amendments which impact the accounting for income taxes and the accounting for forfeitures. ASU 2016-09 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2016 and requires varied adoption methods for each respective amendment. The Company will adopt this standard in the first quarter of 2017. It is currently working with its stock administrator to determine the exact quantitative impact of the revised standard; however the Company believes that the impact will be limited to a true up entry between additional paid-in capital and retained earnings with no impact to the income statement. Additionally, the Company plans to make a policy election to account for forfeitures as they occur.
In February 2016, the FASB issued ASU 2016-02,
Leases
. The guidance requires lessees to recognize most leases as assets and liabilities on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. The guidance is effective for annual and interim periods beginning after December 31, 2018. The updated standard mandates a modified retrospective transition method with early adoption permitted.
The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01,
Financial Instruments - Overall - Recognition and Measurement of Financial Assets and Financial Liabilities
. The guidance requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for a practicability exception. The updated standard is effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17
Balance Sheet Classification of Deferred Taxes
. The guidance requires that deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company early adopted this guidance on a prospective basis as of December 31, 2015.
The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
See "Note 10 - Income Taxes" for additional information.
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers.
Under the standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. The Company does not plan to early adopt, and accordingly, will adopt the new standard effective January 1, 2018. The FASB recently issued several amendments to the standard, including clarifications on disclosure of prior-period performance obligations and remaining performance obligations.
The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company has not yet selected a transition method.
The Company is in initial stages of evaluation of the impact of the new standard on its accounting policies, processes, and system requirements. It has assigned internal resources in addition to the engagement of third party service providers to assist in the evaluation. While the Company is continuing to assess all potential impacts of this standard, it will continue to be considered the principal in its transactions and is the primary obligor to end-users for smartphone games distributed through digital storefronts and advertisements served through its advertising service providers.
Therefore, revenue related to these arrangements will continue to be recognized on a gross basis, if the necessary information about the gross amounts or platform fees charged, before any adjustments, are made available to the Company by the digital storefronts and advertising service providers.
NOTE 2 — NET (LOSS)/INCOME PER SHARE
The Company computes basic net income/(loss) per share by dividing its net income/(loss) for the period by the weighted average number of common shares outstanding during the period less the weighted average common shares subject to restrictions imposed by the Company. Diluted net income/(loss) per share reflects the potential dilution that could occur from common shares issuable through stock-based compensation plans (including stock options, RSUs and common stock issuable through the Company’s ESPP), and warrants by application of the treasury stock method.
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Year Ended December 31,
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
Net (loss)/income
|
|
$
|
(87,440)
|
|
$
|
(7,185)
|
|
$
|
8,148
|
|
Basic and diluted shares used to compute net (loss)/income per share:
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
132,808
|
|
|
122,414
|
|
|
93,575
|
|
Weighted average common shares subject to restrictions
|
|
|
(1,004)
|
|
|
(3,639)
|
|
|
(1,749)
|
|
Weighted average shares used to compute basic net (loss)/income per share
|
|
|
131,804
|
|
|
118,775
|
|
|
91,826
|
|
Dilutive potential common shares
|
|
|
—
|
|
|
—
|
|
|
5,096
|
|
Weighted average shares used to compute diluted net (loss)/income per share
|
|
|
131,804
|
|
|
118,775
|
|
|
96,922
|
|
Basic net (loss)/income per share
|
|
|
(0.66)
|
|
|
(0.06)
|
|
|
0.09
|
|
Diluted net (loss)/income per share
|
|
|
(0.66)
|
|
|
(0.06)
|
|
|
0.08
|
|
The following weighted average options to purchase common stock, warrants to purchase common stock, shares of common stock subject to restrictions and RSUs have been excluded from the computation of diluted net income/(loss) per share of common stock for the periods presented because including them would have had an anti-dilutive effect:
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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Year Ended December 31,
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
Warrants to purchase common stock
|
|
|
4,267
|
|
|
3,832
|
|
|
2,362
|
|
Unvested common shares subject to restrictions
|
|
|
1,004
|
|
|
3,639
|
|
|
1,596
|
|
Options to purchase common stock
|
|
|
8,490
|
|
|
6,804
|
|
|
6,347
|
|
RSUs
|
|
|
7,688
|
|
|
5,776
|
|
|
2,746
|
|
|
|
$
|
21,449
|
|
$
|
20,051
|
|
$
|
13,051
|
|
NOTE 3 — BUSINESS COMBINATIONS
Crowdstar Inc.
On November 2, 2016, the Company, acquired shares representing approximately 80.6% of the issued and outstanding voting power of Crowdstar Inc., a Delaware corporation (“Crowdstar”), from Time Warner Inc., Intel Capital Corporation and certain other stockholders of Crowdstar (the “Participating Stockholders”). Crowdstar is a developer of fashion and home decor genre games for mobile devices based in Burlingame, California. The Company acquired Crowdstar to leverage its casual games expertise, assembled workforce and existing mobile games in order to expand the Company’s game offerings on smartphones and tablets. The Company paid approximately $40,794 in cash to the Participating Holders in exchange for the acquired shares. In addition, certain drag-along provisions specified in a voting agreement by and among Crowdstar and certain other stockholders of Crowdstar were triggered. Pursuant to the drag-
along provisions, certain other stockholders of Crowdstar were required to tender their Crowdstar capital stock to the Company on the same terms as the Participating Holders. Upon acquiring over 90% of the issued and outstanding voting power of Crowdstar pursuant to the drag-along provisions, on December 6, 2016, the Company acquired the remaining issued and outstanding shares of Crowdstar in a short-form merger under the laws of the State of Delaware for an additional $4,667 for a total of $45,461, and, for 100% ownership of Crowdstar.
The preliminary allocation of the purchase price is based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
Assets acquired:
|
|
|
|
Cash and cash equivalents
|
|
$
|
4,492
|
Accounts receivable
|
|
|
3,905
|
Prepaid expenses
|
|
|
521
|
Other current assets
|
|
|
34
|
Fixed assets
|
|
|
315
|
Intangible assets:
|
|
|
|
Titles, content and technology
|
|
|
16,000
|
Goodwill
|
|
|
28,776
|
Total assets
|
|
|
54,043
|
|
|
|
|
Liabilities assumed:
|
|
|
|
Accounts payable
|
|
|
(584)
|
Accrued liabilities
|
|
|
(4,284)
|
Deferred revenue
|
|
|
(1,500)
|
Note payable - current portion
|
|
|
(1,279)
|
Long term liabilities
|
|
|
(935)
|
Total liabilities assumed
|
|
|
(8,582)
|
Net acquired assets
|
|
$
|
45,461
|
Acquisition-related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives of three to five years, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Of the total purchase price, $16,000 was allocated to identifiable intangible assets. Pursuant to ASC 805, the Company incurred and expensed a total of $802 in acquisition and transitional costs associated with the acquisition of Crowdstar during the year ended December 31, 2016, respectively, which were primarily general and administrative related.
The Company allocated the residual value of $28,776 to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with ASC 350, goodwill will not be amortized but will be tested for impairment at least annually. Goodwill created as a result of the Crowdstar acquisition is not deductible for tax purposes.
Plain Vanilla, Corp.
On December 19, 2016, the Company acquired substantially all of the intangible assets and certain other assets of Plain Vanilla Corp., (“Plain Vanilla”), the developer of the
QuizUp
interactive software application for mobile devices, based in Reykjavik, Iceland. The Company acquired Plain Vanilla to leverage its casual games expertise and existing mobile game in order to expand the Company’s game offerings on smartphones and tablets.
The Company agreed to forgive and cancel $7.5 million in aggregate principal amount of convertible promissory notes of Plain Vanilla held by Glu, and all interest thereon, in exchange for acquiring the
QuizUp
assets and technology and other receivables. The deemed fair value of the consideration as of the acquisition date was determined to be $3,200. The acquired assets represent a business as defined in ASC 805,
Business Combinations.
The Company has integrated the
acquired assets into the Company’s existing business. The asset purchase agreement also contains customary representations, warranties and covenants, including non-competition and indemnification provisions.
The allocation of the purchase price is based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the
individual assets acquired. The following table summarizes the preliminary fair values of assets acquired at the date of acquisition:
|
|
|
|
Fair value of purchase consideration:
|
|
$
|
3,200
|
|
|
|
|
Assets acquired:
|
|
|
|
Cash
|
|
$
|
1,200
|
Accounts receivable
|
|
|
183
|
Intangible assets:
|
|
|
|
Title, content and technology
|
|
|
1,817
|
Total Assets acquired
|
|
$
|
3,200
|
Acquisition-related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives of three years, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Of the total purchase price, $1,817 was allocated to identifiable intangible assets. No residual value was allocated to Goodwill.
Cie Games, Inc.
On August 20, 2014, the Company completed its acquisition of Cie Games, Inc. (“Cie Games”), a developer of racing genre mobile games based in Long Beach, California. The Company acquired Cie Games’ to leverage its racing genre expertise, assembled workforce and existing mobile games in order to expand the Company’s game offerings on smartphones and tablets. The purchase price consideration included 9,983 shares of the Company’s common stock valued at $5.09 per share as of the closing date of the acquisition, for an aggregate of $50,813 in share consideration. In addition, the Company agreed to pay approximately $29,495 in cash consideration,
of which $1,91
4
was paid during the year ended December 31, 2015, for total overall consideration paid of
$80,308. In March 2016 the Company released 2,139 of the 9,983 shares issued in the acquisition that were heldback for 18 months and 30 days from the closing off the acquisition to satisfy potential indemnification claims under the merger agreement for the acquisition. All outstanding Cie Games capital stock and stock options were cancelled at the closing of the acquisition.
Acquisition-related intangible assets are finite-lived and are being amortized on a straight-line basis over their estimated lives of three to five years, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Of the total purchase price, $23,500 was allocated to identifiable intangible assets.
Pursuant to ASC 805,
Business Combinations
(“ASC 805”), for the twelve months ended December 31, 2016 and 2015, the Company incurred $0 and
$0, of
acquisition and transitional costs associated with the acquisition of Cie Games.
PlayFirst, Inc.
On May 14, 2014, the Company completed the acquisition of PlayFirst, Inc. (“PlayFirst”), a developer of casual games for smartphones and tablets based in San Francisco, California. The Company acquired PlayFirst to leverage its casual game expertise, assembled workforce and existing mobile games in order to expand the Company’s game offerings on smartphones and tablets.
The purchase price consideration was $11,553, representing 2,955 shares of the Company’s common stock valued at $3.91 per share as of the closing date of the acquisition. The number of shares comprising the purchase price consideration was reduced from 3,000 shares to 2,955 shares due to a working capital adjustment. In addition, the Company withheld a total of 106 shares to cover stockholders’ agent expenses and tax obligations of certain PlayFirst stockholders, which resulted in the Company issuing a total of 2,849 shares valued at $11,141 and paying $412 in cash. In July 2016, the Company released all 1,500 of the 2,849 shares issued in the acquisition were held in escrow for 24 months
and 60 days from the closing date to satisfy potential indemnification claims under the PlayFirst merger agreement. In addition, the Company assumed approximately $3,480 of PlayFirst net liabilities. All outstanding PlayFirst capital stock, stock options and warrants were cancelled at the closing of the PlayFirst acquisition.
Acquisition-related intangible assets are finite-lived and are being amortized on a straight-line basis over their estimated lives of three to five years, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Of the total purchase price, $3,700 was allocated to identifiable intangible assets. Pursuant to ASC 805, the Company incurred and expensed a total of $917 in acquisition and transitional costs associated with the acquisition of PlayFirst during the year ended December 31, 2014, respectively, which were primarily general and administrative related.
Valuation Methodology
The Company engaged a third party valuation firm to aid management in its analyses of the fair value of Crowdstar, Plain Vanilla, Cie Games and Play First. All estimates, key assumptions and forecasts were either provided by or reviewed by the Company. While the Company chose to utilize a third party valuation firm, the fair value analyses and related valuations represent the conclusions of management and not the conclusions or statements of any third party.
The Company valued titles, content and technology, and in-process research and development primarily using the Multi-Period Excess Earnings (“MPEE”) method of the income approach and key assumptions used included: projected revenue, cost of goods sold, and operating expenses for Crowdstar, Cie Games and Play First legacy titles, the future amortization tax benefit of the legacy titles, and a discount rate of between 20% and 35%.
The fair value of Crowdstar’s deferred revenue was determined to be $1,500 as of the valuation date. This was valued using the estimated costs including hosting fees and salaries and benefits to support the contractual obligations associated with these revenue, plus a market participant margin. The deferred revenue will be recognized on a straight-line basis over 9 months.
As of the valuation dates, Crowdstar and Playfirst were in process of developing games, which were launched in the fourth quarter of 2016 and the fourth quarter of 2014, respectively.
The Company valued customer relationships using the replacement cost method of the cost approach and based on the perceived value that a market participant would ascribe to the PlayFirst and Cie Games customer relationships, which include existing relationships with Amazon, Apple and Google. Key assumptions used in valuing customer relationships included legal fees and opportunity costs in re-establishing such relationships.
Pro Forma Financial Information
The results of operations for Crowdstar and Plain Vanilla and the estimated fair market values of the assets acquired and liabilities assumed have been included in the Company’s consolidated financial statements since their respective dates of acquisition. For the year ended December 31, 2016 and since the dates of their respective acquisition, Crowdstar and Plain Vanilla contributed approximately $2,111 to the Company’s gross revenue and increased net losses by $9,194. The unaudited pro forma financial information in the table below summarizes the combined results of the Company’s operations and those of Crowdstar and Plain Vanilla for the periods shown as if the acquisition of Crowdstar and Plain Vanilla had each occurred on January 1, 2015. The pro forma financial information includes the business combination accounting effects of the acquisition, including amortization charges from acquired intangible assets. The pro forma financial information presented below is for informational purposes only, and is subject to a number of estimates, assumptions and other uncertainties.
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
(unaudited)
|
|
|
2016
|
|
2015
|
Total pro forma revenue
|
|
$
|
245,484
|
|
$
|
287,828
|
Pro forma net loss
|
|
|
(98,863)
|
|
|
(28,154)
|
Pro forma net loss per share - basic
|
|
|
(0.75)
|
|
|
(0.24)
|
Pro forma net loss per share - diluted
|
|
|
(0.75)
|
|
|
(0.24)
|
The results of operations for PlayFirst and Cie Games and the estimated fair market values of the assets acquired and liabilities assumed have been included in the Company’s consolidated financial statements since their respective dates of acquisition. For the year ended December 31, 2014 and since the dates of their respective acquisition, PlayFirst and Cie Games contributed approximately $13,601 to the Company’s gross revenue and increased net losses by $315. The unaudited pro forma financial information in the table below summarizes the combined results of the Company’s operations and those of PlayFirst and Cie Games for the periods shown as if the acquisition of PlayFirst and Cie Games had each occurred on January 1, 2014. The pro forma financial information includes the business combination accounting effects of the acquisition, including amortization charges from acquired intangible assets. The pro forma financial information presented below is for informational purposes only, and is subject to a number of estimates, assumptions and other uncertainties.
|
|
|
|
|
|
December 31, 2014
|
|
|
|
(unaudited)
|
Total pro forma revenue
|
|
$
|
243,971
|
Pro forma net income
|
|
|
2,800
|
Pro forma net income per share— basic
|
|
|
0.03
|
Pro forma net income per share— diluted
|
|
|
0.03
|
NOTE 4 — FAIR VALUE MEASUREMENTS
Fair Value Measurements
The Company accounts for fair value in accordance with ASC 820,
Fair Value Measurements and Disclosures
(“ASC 820”). Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a three-tier hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1
— Quoted prices in active markets for identical assets or liabilities.
Level 2
— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3
— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
As of December 31, 2016, the Company’s financial assets and financial liabilities are presented below at fair value and were classified within the fair value hierarchy as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
December 31, 2016
|
|
Financial Assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
102,102
|
$
|
—
|
$
|
—
|
$
|
102,102
|
|
Restricted cash
|
|
1,312
|
|
—
|
|
—
|
|
1,312
|
|
Total Financial Assets
|
$
|
103,414
|
$
|
—
|
$
|
—
|
$
|
103,414
|
|
As of December 31, 2015, the Company’s financial assets and financial liabilities are presented below at fair value and were classified within the fair value hierarchy as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
December 31, 2015
|
|
Financial Assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
180,542
|
$
|
—
|
$
|
—
|
$
|
180,542
|
|
Restricted cash
|
|
1,498
|
|
—
|
|
—
|
|
1,498
|
|
Total Financial Assets
|
$
|
182,040
|
$
|
—
|
$
|
—
|
$
|
182,040
|
|
The Company’s cash and cash equivalents, which were held in operating bank accounts, are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. In addition, the Company’s restricted cash is classified within Level 1 of the fair value hierarchy. The carrying value of accounts receivable and payables approximates fair value due to the short time to expected payment or receipt of cash.
NOTE 5 — INVESTMENTS
In January 2016, the Company announced an investment of up to $7,500 in promissory notes convertible into a minority equity stake in Plain Vanilla. $5,000 was paid in January 2016 and the remaining $2,500 was paid in May 2016. As part of the investment, the Company also received a call option to acquire all outstanding equity of Plain Vanilla for 15 months from the closing of the initial investment, unless earlier terminated by the Company, at a pre-agreed price. Plain Vanilla is the Icelandic developer of the mobile game
QuizUp,
and is financed primarily through equity investments.
On December 19, 2016, the Company acquired substantially all of the intangible assets and certain other assets of Plain Vanilla in exchange of forgiveness and cancellation of $7.5 million in aggregate principal amount of convertible promissory notes and all interest thereon. The call option agreement was terminated as of that date. See “Note 3 – Business Combinations” for additional details.
The Company elected for the fair value option to account for its investment in the promissory notes. The call option was recorded at cost. As of the investment dates, the fair values of the promissory notes and the call option were determined to be $5,100 and $2,400, respectively. The Company computed the fair value of the promissory notes as of the business acquisition date of December 19, 2016 to be $3,200. Due to the decrease in the fair market value of the promissory notes from the initial investment date until the business acquisition date, the Company recorded a charge of $1,900 in other expense for the year ended December 31, 2016. Due to a decline in the forecasted revenue and future cash flow outlook of Plain Vanilla during the second and third quarters of 2016, the fair value of the call option was estimated to be nil as of September 30, 2016, which resulted in the Company recording an impairment charge of $2,400 in other expense.
The following table presents the changes in fair value of the Plain Vanilla promissory notes and the call option:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of
|
|
|
|
|
|
Asset at the
|
|
|
|
|
Impairment
|
|
|
|
purchase consideration
|
|
Asset at the
|
|
|
|
beginning of
|
|
|
|
|
of cost method
|
|
Decrease in
|
|
for business
|
|
end of
|
|
|
|
the period
|
|
Additions
|
|
investment
|
|
fair value
|
|
acquisition
|
|
the period
|
|
Convertible promissory note investment in Plain Vanilla Corp.
|
|
$
|
—
|
|
$
|
5,100
|
|
$
|
—
|
|
$
|
(1,900)
|
|
$
|
(3,200)
|
|
$
|
—
|
|
Call option to acquire Plain Vanilla Corp.
|
|
$
|
—
|
|
$
|
2,400
|
|
$
|
(2,400)
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
The Company engaged third party valuation experts to aid management in its analysis of the fair value of the promissory notes issued to the Company in each of January 2016 and May 2016 by, and the Company’s option to acquire all of the outstanding equity (“call option”) of, Plain Vanilla Corp. (“Plain Vanilla”). During the second and third quarters of 2016, the fair value of the promissory notes was estimated using a probability weighted assessment of the expected cash flows discounted to their present value.
The fair value of the promissory notes as of the business acquisition date of December 19, 2016 was assessed using the expected revenue and applicable market multiples. The fair value of the call option prior to impairment in the third quarter was estimated using the Black-Scholes valuation model. The Black-Scholes valuation model requires inputs such as the expected term of the call option, expected volatility and risk-free interest rate. Certain of these inputs are subjective and require significant analysis and judgment to develop. The weighted average assumptions used by the Company are noted in the following table:
|
|
|
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
2016
|
|
|
|
Dividend yield
|
|
—
|
Risk-free interest rate
|
|
0.41
|
Expected volatility
|
|
63.88
|
Expected term (in years)
|
|
0.68
|
Plain Vanilla, prior to acquisition of its assets by the Company, was a VIE. However, the Company determined that it was not the primary beneficiary of this VIE since the Company did not have the power to direct the activities of this VIE that most significantly impacted its economic performance. This determination was based on the following factors: (i) the development stage of VIE products; (ii) the Company's inability to exercise control or decision making power over the VIE, as well as its lack of involvement in day-to-day operations and management decisions; and (iii) the fact that the call option to acquire Plain Vanilla, before the acquisition of its assets by the Company, was significantly out of the money.
In January 2016, the Company acquired a minority equity stake and entered into a commercial agreement with Dairy Free Games, Inc. (“Dairy Free”). As part of the arrangement, the Company invested $2,000 in Dairy Free’s Series A preferred stock. The Company also agreed to provide up to $1,000 of recoupable and non-refundable development funding for a mobile game under development by Dairy Free. The development funding is payable in installments upon Dairy Free achieving certain milestones. Dairy Free is the developer of mobile video games and is financed primarily through equity investments.
Dairy Free is a VIE; however, the Company has determined that it is not the primary beneficiary of this VIE since the Company currently does not have the power to direct the activities of this VIE that most significantly impact its economic performance. The Company made this determination based on the following factors: (i) the development stage of VIE’s products; and (ii) the Company's inability to exercise control or decision making power over the VIE, based on the Company's ownership percentage and voting rights, as well as its lack of involvement in day-to-day operations and management decisions.
For Dairy Free, the preferred stock investment was recorded at cost. As of the investment date and as of December 31, 2016, the preferred stock investment was recorded at $2,000 in other long-term assets. The development funding was fully recognized as research and development expense during the year ended December 31, 2016.
The Company is not obligated to provide any explicit or implicit financial or other support to Dairy Free other than what was contractually agreed to in the investment agreement. The Company has no exposure to loss beyond its investments in Dairy Free. The Company evaluates its cost method investments for impairment on a quarterly basis. If the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of a cost method investment, then the fair value of such cost method investment is not estimated.
NOTE 6 — BALANCE SHEET COMPONENTS
Accounts Receivable
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2016
|
|
2015
|
|
Accounts receivable
|
|
$
|
22,314
|
|
$
|
18,672
|
|
Less: Allowance for doubtful accounts
|
|
|
(837)
|
|
|
(716)
|
|
|
|
$
|
21,477
|
|
$
|
17,956
|
|
Accounts receivable include amounts billed and unbilled as of the respective balance sheet dates, but net of platform commissions to the Company’s digital storefronts.
The movement in the Company’s allowance for doubtful accounts is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
Beginning of
|
|
|
|
|
|
|
|
End of
|
|
Description
|
|
Year
|
|
Additions
|
|
Deductions
|
|
Year
|
|
Year ended December 31, 2016
|
|
$
|
716
|
|
$
|
168
|
|
$
|
(47)
|
|
$
|
837
|
|
Year ended December 31, 2015
|
|
$
|
297
|
|
$
|
419
|
|
$
|
-
|
|
$
|
716
|
|
Year ended December 31, 2014
|
|
$
|
459
|
|
$
|
219
|
|
$
|
(381)
|
|
$
|
297
|
|
The Company had no significant write-offs or recoveries during the years ended December 31, 2016, 2015, and 2014.
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2016
|
|
2015
|
|
Deferred platform commission fees
|
|
|
11,571
|
|
|
7,675
|
|
Deferred royalties
|
|
|
3,275
|
|
|
2,668
|
|
Taxes receivable
|
|
|
63
|
|
|
759
|
|
Other
|
|
|
4,077
|
|
|
3,739
|
|
|
|
$
|
18,986
|
|
$
|
14,841
|
|
Property and Equipment
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2016
|
|
2015
|
|
Computer equipment
|
|
$
|
7,085
|
|
$
|
6,106
|
|
Furniture and fixtures
|
|
|
1,054
|
|
|
1,053
|
|
Software
|
|
|
8,180
|
|
|
7,408
|
|
Leasehold improvements
|
|
|
4,955
|
|
|
3,661
|
|
|
|
|
21,274
|
|
|
18,228
|
|
Less: Accumulated depreciation and amortization
|
|
|
(15,634)
|
|
|
(12,781)
|
|
|
|
$
|
5,640
|
|
$
|
5,447
|
|
Depreciation for the years ended December 31, 2016, 2015 and 2014 was $2,947, $2,861 and $2,513, respectively.
Other Long-Term Liabilities
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2016
|
|
2015
|
|
Deferred rent
|
|
$
|
619
|
|
$
|
692
|
|
Uncertain tax position obligations
|
|
|
718
|
|
|
567
|
|
Other
|
|
|
177
|
|
|
326
|
|
|
|
$
|
1,514
|
|
$
|
1,585
|
|
NOTE 7 — GOODWILL AND INTANGIBLE ASSETS
Intangible Assets
The carrying amounts and accumulated amortization expense of the acquired intangible assets, including the impact of foreign currency exchange translation
, at December 31, 2016 and December 31, 2015 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|
|
|
|
Gross
|
|
Accumulated
|
|
Net
|
|
Gross
|
|
Accumulated
|
|
Net
|
|
|
|
|
|
Carrying
|
|
Amortization
|
|
Carrying
|
|
Carrying
|
|
Amortization
|
|
Carrying
|
|
|
|
|
|
Value
|
|
Expense
|
|
Value
|
|
Value
|
|
Expense
|
|
Value
|
|
|
|
|
|
(Including
|
|
(Including
|
|
(Including
|
|
(Including
|
|
(Including
|
|
(Including
|
|
|
|
Estimated
|
|
Impact of
|
|
Impact of
|
|
Impact of
|
|
Impact of
|
|
Impact of
|
|
Impact of
|
|
|
|
Useful
|
|
Foreign
|
|
Foreign
|
|
Foreign
|
|
Foreign
|
|
Foreign
|
|
Foreign
|
|
|
|
Life
|
|
Exchange)
|
|
Exchange)
|
|
Exchange)
|
|
Exchange)
|
|
Exchange)
|
|
Exchange)
|
|
Intangible assets amortized to cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Titles, content and technology
|
|
3 - 5 yrs
|
|
$
|
40,942
|
|
$
|
(19,255)
|
|
$
|
21,687
|
|
$
|
34,750
|
|
$
|
(22,954)
|
|
$
|
11,796
|
|
Catalogs
|
|
1 yr
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,152
|
|
|
(1,152)
|
|
|
—
|
|
ProvisionX Technology
|
|
6 yrs
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
(190)
|
|
|
—
|
|
Carrier contract and related relationships
|
|
5 yrs
|
|
|
14,029
|
|
|
(11,427)
|
|
|
2,602
|
|
|
24,200
|
|
|
(20,597)
|
|
|
3,603
|
|
Licensed content
|
|
2.5 - 5 yrs
|
|
|
2,334
|
|
|
(2,334)
|
|
|
—
|
|
|
7,866
|
|
|
(2,866)
|
|
|
5,000
|
|
Service provider license
|
|
9 yrs
|
|
|
212
|
|
|
(212)
|
|
|
—
|
|
|
454
|
|
|
(406)
|
|
|
48
|
|
Trademarks
|
|
7 yrs
|
|
|
5,117
|
|
|
(3,510)
|
|
|
1,607
|
|
|
5,217
|
|
|
(2,897)
|
|
|
2,320
|
|
|
|
|
|
|
62,634
|
|
|
(36,738)
|
|
|
25,896
|
|
|
73,829
|
|
|
(51,062)
|
|
|
22,767
|
|
Other intangible assets amortized to operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emux Technology
|
|
6 yrs
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,228
|
|
|
(1,228)
|
|
|
—
|
|
Non-compete agreements
|
|
4 yrs
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,391
|
|
|
(5,391)
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,619
|
|
|
(6,619)
|
|
|
—
|
|
Total intangibles assets
|
|
|
|
$
|
62,634
|
|
$
|
(36,738)
|
|
$
|
25,896
|
|
$
|
80,448
|
|
$
|
(57,681)
|
|
$
|
22,767
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are realized. The Company has included amortization of acquired intangible assets directly attributable to revenue-generating activities in cost of revenue. The Company has included amortization of acquired intangible assets not directly attributable to revenue-generating activities in operating expenses.
During the year ended December 31, 2016, the Company wrote-off fully amortized intangible assets with an aggregate gross book value and accumulated amortization value of $29,109 as these intangible assets were considered obsolete after the recent liquidation of a foreign subsidiary and the restructuring of the Company’s Washington studio.
During the year ended December 31, 2016, the Company recorded an impairment of an intangible asset of $4,597 related to the license fee paid to an affiliate of one of the Company’s principal stockholders for the Company’s
Rival Fire
game, which launched during the third quarter of 2016,
due to underperformance of the title and the Company’s determination that the title would generate negligible cash flows during the remaining contractual life of the license. No impairment of intangible assets was recorded during the year ended December 31, 2015.
During the years ended December 31, 2016, 2015 and 2014, the Company recorded amortization and impairment expense in the amounts of $14,792, $9,553 and $4,767, respectively, in cost of revenue. During the years ended December 31, 2016, 2015 and 2014, the Company recorded amortization expense in the amounts of $0, $201 and $508, respectively, in operating expenses. The Company recorded no impairment charges during the years ended December 31, 2015 and 2014.
As of December 31, 2016, the total expected future amortization related to intangible assets was as follows:
|
|
|
|
|
|
Amortization
|
|
|
to Be Included in
|
|
|
Cost of
|
Year Ending December 31,
|
|
Revenue
|
2017
|
|
$
|
10,267
|
2018
|
|
|
5,905
|
2019
|
|
|
4,960
|
2020
|
|
|
3,258
|
2021 and thereafter
|
|
|
1,506
|
|
|
$
|
25,896
|
Goodwill
In the valuation of the goodwill balance for Griptonite, Blammo, MIG, GameSpy, PlayFirst, Cie Games and Crowdstar, the Company gave consideration to the future economic benefits of other assets that were not individually identified or separately recognized. The acquired studio workforce for each of these acquisitions was estimated to have value, and since the acquired workforce is not individually identified or separately recognized, it was subsumed within the goodwill recognized as part of each business combination. The Company further planned to leverage its preexisting contractual relationships with Digital Storefronts to distribute new titles developed by the Griptonite, Blammo, PlayFirst, Cie Games and Crowdstar studios and the expected synergies are reflected in the value of the goodwill recognized. The Company also used the GameSpy acquired workforce and expertise to help in its development efforts for its games-as-a-service technology platform, and these synergies are reflected in the value of goodwill recognized.
Goodwill for the periods indicated was as follows:
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
Goodwill
|
|
$
|
161,001
|
|
$
|
161,075
|
|
Accumulated impairment losses
|
|
|
(73,111)
|
|
|
(73,111)
|
|
Balance as of January 1
|
|
|
87,890
|
|
|
87,964
|
|
Goodwill acquired during the year
|
|
|
29,029
|
|
|
—
|
|
Effects of foreign currency exchange
|
|
|
(87)
|
|
|
(74)
|
|
Balance as of period ended:
|
|
|
116,832
|
|
|
87,890
|
|
Goodwill
|
|
|
189,943
|
|
|
161,001
|
|
Accumulated impairment losses
|
|
|
(73,111)
|
|
|
(73,111)
|
|
Balance as of period ended
|
|
$
|
116,832
|
|
$
|
87,890
|
|
In accordance with ASC 350, the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Under ASC 350, the Company performs the annual impairment review of its goodwill balance as of September 30 or more frequently if triggering events occur.
The Company evaluates qualitative factors and overall financial performance to determine whether it is necessary to perform the first step of the multiple-step goodwill test. This step is referred to as “Step 0.” Step 0 involves, among other qualitative factors, weighing the relative impact of factors that are specific to the reporting unit as well as industry and macroeconomic factors. After assessing those various factors, if it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the entity will need to proceed to the first step of the goodwill impairment test. ASC 350 requires a multiple-step approach to testing goodwill for impairment for each reporting unit annually, or whenever events or changes in circumstances indicate the fair value of a reporting unit is below its carrying amount. The first step measures for impairment by applying the fair value-based tests at the reporting unit level. The second step (if necessary) measures the amount of impairment by applying the fair value-based tests to individual assets and liabilities within each reporting unit. The fair value of the reporting units is estimated using a combination of the market approach, which utilizes comparable companies’ data, and/or the income approach, which uses discounted cash flows.
The Company performed its annual impairment assessment as of September 30, 2016 and determined a Step 1 analysis was necessary due to a significant decline in its market capitalization and the significant impairment of prepaid royalties recorded during the three months ended September 30, 2016. Based on the results of the Step 1 analysis, the Company concluded that the fair value of the reporting unit was greater than the carrying value of the reporting unit based on a methodology that utilized both an income approach and a market approach. The Company considered valuation factors including its market capitalization, future discounted cash flows and an estimated control premium based upon a review of comparable market transactions.
Accordingly, the Company did not recognize an impairment of goodwill during the year ended December 31, 2016.
During the third quarter of fiscal 2015 and 2014, the Company performed a “Step 0” qualitative assessment for its reporting unit. Based on the assessment, the Company concluded that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount, and as a result, did not proceed to further impairment testing. Accordingly, the Company did not recognize an impairment of goodwill during the years ended December 31, 2015 and December 31, 2014.
As of December 31, 2016, there had been no triggering events or indicators of impairment that would require an updated impairment review.
Any material impairment of prepaid royalty and license fee assets in the future periods may require the Company to perform a goodwill impairment assessment. Such assessment could result in impairments to the Company’s goodwill, which could adversely impact the Company’s results of operations
.
NOTE 8 — COMMITMENTS AND CONTINGENCIES
Leases
The Company leases office space under non-cancelable operating facility leases with various expiration dates through April 2021. Rent expense for the years ended December 31, 2016, 2015 and 2014 was $4,
827
, $4,639 and $4,149, respectively. The terms of the facility leases provide for rental payments on a graduated scale. The Company recognizes rent expense on a straight-line basis over the lease period, and has accrued for rent expense incurred but not paid. The deferred rent balance was $
820
and $749 at December 31, 2016 and 2015, respectively, of which $
619
and $692 was included within other long-term liabilities at December 31, 2016 and 2015, respectively.
In August and September of 2015, the Company entered into lease agreements for space at its San Mateo, California, and Portland, Oregon offices that will expire on November 30, 2020, and December 31, 2017, respectively. In March 2015, the Company entered into a lease amendment for its Long Beach, California office to expand the rentable square footage by 7,949 square feet, and amended the lease payment schedule.
The Company has provided deposits for lines of credit totaling $1,052 to secure its obligations under the leases, which have been classified as restricted cash
on the Company’s consolidated balance sheet as of December 31, 2016.
At December 31, 2016, future minimum lease payments under non-cancelable operating leases were as follows:
|
|
|
|
|
|
|
Minimum
|
|
|
|
Operating
|
|
|
|
Lease
|
|
Year Ending December 31,
|
|
Payments
|
|
2017
|
|
$
|
4,715
|
|
2018
|
|
|
3,031
|
|
2019
|
|
|
2,633
|
|
2020
|
|
|
1,741
|
|
2021 and thereafter
|
|
|
109
|
|
|
|
$
|
12,229
|
|
Minimum Guaranteed Royalties and Developer Commitments
The Company has entered into license and publishing agreements with various celebrities, Hollywood studios,
athletes, sports organizations, and other well-known brands and properties
to develop and publish games for mobile devices. Pursuant to some of these agreements, the Company is required to make minimum guaranteed royalty payments regardless of revenue generated by the applicable game, which may not be dependent on any deliverables. The significant majority of these minimum guaranteed royalty payments are recoupable against future royalty obligations that would otherwise become payable, or in certain circumstances, where not recoupable, are capitalized and amortized over the lesser of (1) the estimated life of the title incorporating licensed content or (2) the term of the license agreement.
At December 31, 2016, future unpaid minimum guaranteed royalty commitments were as follows:.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future
|
|
Future
|
|
|
Minimum
|
|
Minimum
|
|
|
Guarantee
|
|
Developer
|
Year Ending December 31,
|
|
Commitments
|
|
Commitments
|
2017
|
|
$
|
21,097
|
|
$
|
1,235
|
2018
|
|
|
1,236
|
|
|
—
|
2019
|
|
|
4,100
|
|
|
—
|
|
|
$
|
26,433
|
|
$
|
1,235
|
The amounts represented in the table above reflect the Company’s minimum cash obligations for the respective calendar years, but do not necessarily represent the periods in which they will be expensed in the Company’s Consolidated Financial Statements.
Future developer commitments as of December 31, 2016 were $1,235. These developer commitments reflect the Company’s minimum cash obligations to external software developers (“third-party developers”) to design and develop its software applications but do not necessarily represent the periods in which they will be expensed. The Company advances funds to these third-party developers, in installments, payable upon the completion of specified development milestones, and expenses third-party developer commitments as services are provided.
Licensor commitments include $22,
611
of commitments to licensors that have been recorded in current and long-term liabilities and a corresponding amount in current and long-term assets because payment is not contingent upon performance by the licensor. The classification of commitments between long-term and short-term is determined based on the expected timing of recoupment of earned royalties calculated on projected revenue for the licensed IP games.
Income Taxes
As of December 31, 2016,
unrecognized tax benefits
have been netted against deferred tax assets
and potential interest and penalties are classified within “other long-term liabilities” on the Company’s consolidated balance sheets
. As of December 31, 2016, the settlement of the Company’s income tax liabilities could not be determined; however, the liabilities are not expected to become due within the next 12 months.
Indemnification Arrangements
The Company has entered into agreements under which it indemnifies each of its officers and directors during his or her lifetime for certain events or occurrences while the officer or director is or was serving at the Company’s request in that capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future amounts paid.
Accordingly, the Company had recorded no liabilities for these agreements as of December 31, 2016, 2015 and 2014.
In the ordinary course of its business, the Company includes standard indemnification provisions in most of its commercial agreements with Digital Storefronts and licensors. Pursuant to these provisions, the Company generally indemnifies these parties for losses suffered or incurred in connection with its games, including as a result of intellectual property infringement, viruses, worms and other malicious software, and legal or regulatory violations. The term of these indemnity provisions is generally perpetual after execution of the corresponding license agreement, and the maximum potential amount of future payments the Company could be required to make under these provisions is often unlimited. To date, the Company has not incurred costs to defend lawsuits or settle indemnified claims of these types. As a result, the Company believes the estimated fair value of these indemnity provisions is minimal.
Accordingly, the Company had recorded no liabilities for these provisions as of December 31, 2016, 2015 and 2014.
Contingencies
From time to time, the Company is subject to various claims, complaints and legal actions in the normal course of business. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using available information. The Company’s estimate of losses is developed in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. After taking all of the above factors into account, the Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed reasonably probable and the amount can be reasonably estimated. The Company further determines whether an estimated loss from a contingency should be disclosed by assessing whether a material loss is deemed reasonably possible. Such disclosure will include an estimate of the additional loss or range of loss or will state that an estimate cannot be made.
On August 19, 2014, Inventor Holdings, LLC (“IHL”), a Delaware limited liability company, filed a complaint in the U.S. District Court for the District of Delaware alleging that the Company was infringing one of its patents and seeking unspecified damages, including interest, costs, expenses and an accounting of all infringing acts, attorneys’ fees and such other costs as the Court deems just and proper. On October 10, 2014, the Company filed a motion to dismiss the
complaint with prejudice on the ground that the patent asserted by IHL claims patent-ineligible subject matter pursuant to 35 U.S.C. § 101 and thus the complaint fails to state a claim upon which relief can be granted. On October 27, 2014, IHL filed an opposition to the Company’s motion to dismiss the complaint with prejudice. The Company filed its reply to IHL’s opposition on November 6, 2014. On September 30, 2015, the Court granted the Company’s motion to dismiss IHL’s complaint. On October 9, 2015, the parties entered a joint stipulation with the Court under which IHL agreed not to appeal the Court’s order to dismiss the case and each party agreed to bear its own fees and costs of the litigation.
On November 5, 2014, the Company filed a complaint against Hothead Games, Inc. (“Hothead”) in the United States District Court for the Northern District of California alleging that Hothead had willfully infringed certain of the Company’s copyrights and trade dress contained in its
Deer Hunter 2014
game through Hothead’s release of its game,
Kill Shot
.
On August 3, 2015, the Company entered into a settlement agreement with Hothead resolving its claims against Hothead. Hothead agreed to make payments to the Company, including ongoing payments and the Company agreed to allow Hothead to continue to publish the
Kill Shot
game. The Company filed a dismissal of the case on August 17, 2015, which the Court granted on August 18, 2015.
In November 2014, Telinit Technologies, LLC, a Texas company, filed a complaint in the U.S. District Court for the Eastern District of Texas, Marshall Division, alleging that the Company was infringing one of its patents and seeking unspecified damages, attorneys’ fees and costs. The Company settled this dispute in January 2015 for an immaterial amount.
On November 4, 2015, Just Games Interactive LLC (d/b/a Kung Fu Factory, f/k/a Tiny Fun Studios) (“Just Games”) filed a complaint in the U.S. District Court for the Central District of California against the Company, Kristen Jenner (f/k/a Kris Kardashian) and additional yet-to-be named defendants. The complaint alleged direct copyright infringement against the Company and direct and contributory copyright infringement and breach of implied contract against the other defendants. Just Games was seeking at least $10,000 in damages as well as other relief, including costs, permanent and temporary injunctive relief, an accounting of profits, a constructive trust and such other costs the Court deemed just and proper. The Company filed a motion to dismiss the complaint on January 27, 2016. On February 1, 2016, Just Games filed a voluntary motion to dismiss their case against the Company without prejudice.
The Company does not believe it is party to any currently pending litigation, the outcome of which is reasonably likely to have a material adverse effect on its operations, financial position or liquidity. However, the ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, potential negative publicity, diversion of management resources and other factors.
NOTE 9 — STOCKHOLDERS’ EQUITY
Common Stock
At December 31, 2016, the Company was authorized to issue 250,000 shares of common stock. As of December 31, 2016, the Company had reserved 33,347 shares for future issuance under its stock plans and outstanding warrants.
Preferred Stock
At December 31, 2016, the Company was authorized to issue 5,000 shares of preferred stock.
Tencent Investment
On April 29, 2015, the Company entered into a Purchase Agreement with Tencent Holdings Limited (“Tencent”) and Tencent’s controlled affiliate, Red River Investment Limited (“Red River”). Pursuant to the Purchase Agreement, the Company issued to Red River in a private placement an aggregate of 21,000 shares of the Company’s common stock (the “Shares”) at a purchase price of $6.00 per share, for aggregate net proceeds of $125,156, after offering expenses. The
Company issued 12,500 of the Shares to Red River on April 29, 2015 and issued the remaining 8,500 Shares at a second closing on June 3, 2015.
Acquisitions
On August 20, 2014, as part of the consideration for its acquisition of Cie Games, the Company issued an aggregate of 9,983 shares of its common stock to Cie Games’ former shareholders, of which approximately 2,139 shares was
held back by Glu for 18 months from the closing date of the acquisition to satisfy potential indemnification claims under the Cie Games merger agreement. All of these shares were released to former shareholders during the year ended December 31, 2016.
On May 14, 2014, as consideration for its acquisition of PlayFirst, the Company issued an aggregate of 2,849 shares of its common stock to PlayFirst’s former shareholders, which is net of shares withheld to cover a net working capital adjustment, stockholders’ agent expenses and tax obligations of certain former PlayFirst shareholders. Of the 2,849 shares issued in the acquisition, 1,500 shares that were held in escrow
until the date that is 60 days following the 24 month anniversary of the closing date
to satisfy potential indemnification claims under the PlayFirst merger agreement were released to former shareholders in July 2016. During the third quarter of 2014, approximately 2
4
shares that were being held back pursuant to the PlayFirst merger agreement were cancelled to satisfy a net working capital adjustment.
See Note 3 – Business Combinations – for more information about these acquisitions.
Warrants to Purchase Common Stock
Celebrity Warrants
During 2015, the Company issued warrants to celebrity licensors, and entities affiliated with one of the celebrity licensors, to purchase up to an aggregate of 1,100 shares of the Company’s common stock, subject to adjustments for dividends, reorganizations and other common stock events (collectively, the “Celebrity Warrants”). With respect to Celebrity Warrants covering 1,000 shares, such warrants vest with respect to 50% of the underlying shares upon public announcement of the related license agreement, with the remaining shares vesting in equal monthly installments over 24 months, subject to full acceleration in the event of (i) the Company’s full recoupment of the minimum guarantee payments under the related license agreement, (ii) the termination of the license agreement due to the Company’s material breach of the agreement or (iii) a change of control of the Company. With respect to the remaining Celebrity Warrants covering 100 shares issued in 2015, such warrants vest in equal monthly installments over 60 months, with up to 25% of the shares subject to accelerated vesting in the event the celebrity licensor approves game design documentation by a certain date and the related game commercially launches by a certain date. During the years ended December 31, 2016, and 2015, none of these vesting conditions were met.
Each of the Celebrity Warrants may, at the election of the holder, be either exercised for cash or net exercised on a cashless basis. As of December 31, 2016, Celebrity Warrants covering 1,600 shares of the Company’s common stock were outstanding.
The fair value of the outstanding Celebrity Warrants is estimated using the Black-Scholes valuation model. The Black-Scholes valuation model requires inputs such as the expected term of the Celebrity Warrants, expected volatility and risk-free interest rate. Certain of these inputs are subjective and require significant analysis and judgment to develop. The Company will estimate and record the fair value of these Celebrity Warrants using a Black-Scholes valuation model when the above vesting conditions have been met.
The amount recognized as expense with respect to these Celebrity Warrants was immaterial for each of years ended December 31, 2016, 2015 and 2014.
MGM Warrants
In July 2013, the Company and MGM Interactive Inc. (“MGM”) entered into a warrant agreement that provided MGM the right to purchase up to 3,333 shares of the Company’s common stock subject to adjustments for dividends, reorganizations and other common stock events (the “MGM Warrant”). As of December 31, 2016, MGM Warrants covering 2,667 shares of the Company’s common stock were outstanding. These remaining shares vest and become exercisable based on conditions related to the Company releasing mobile games based on mutually agreed upon intellectual property licensed by MGM to the Company. During the year ended December 31, 2016, none of these vesting conditions were met. During the year ended December 31, 2015, 1,000 shares underlying the MGM Warrants vested in conjunction with the commercial release of the Company’s game,
James Bond: World of Espionage
, which occurred on September 29, 2015. During the year ended December 31, 2015, the Company recorded $1,928 of non-cash warrant related expense in cost of revenue as the
James Bond: World of Espionage
game was not expected to generate meaningful revenue over its lifetime.
The Company estimated the fair value of the warrants using the Black-Scholes valuation model and the weighted average assumptions noted in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
|
|
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
|
1.76
|
%
|
|
1.18
|
%
|
|
1.90
|
%
|
Expected volatility
|
|
57.54
|
%
|
|
53.40
|
%
|
|
58.20
|
%
|
Expected term (in years)
|
|
4.78
|
|
|
5.00
|
|
|
5.00
|
|
Warrants outstanding at December 31, 2016 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
Weighted
|
|
|
|
|
|
|
|
of
Shares
|
|
Average
|
|
|
|
|
|
|
|
Outstanding
|
|
Exercise
|
|
|
Average
|
|
|
|
|
Under
|
|
Price per
|
|
|
Contractual
|
|
|
|
|
Warrant
|
|
Share
|
|
|
Term
|
|
Warrants outstanding, December 31, 2014
|
|
|
3,617
|
|
$
|
3.09
|
|
|
|
|
Granted
|
|
|
1,100
|
|
|
4.44
|
|
|
|
|
Exercised
|
|
|
(450)
|
|
|
1.50
|
|
|
|
|
Warrants outstanding, December 31, 2015
|
|
|
4,267
|
|
$
|
3.61
|
|
|
5.50
|
|
Granted
|
|
|
-
|
|
|
-
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
-
|
|
|
|
|
Warrants outstanding, December 31, 2016
|
|
|
4,267
|
|
$
|
3.61
|
|
|
4.78
|
|
During the years ended December 31, 2016, 2015, and 2014, warrant holders exercised warrants to purchase 0, 450, and 1,191 shares of the Company’s common stock, respectively, and the Company received gross proceeds of $0, $675, and $2,786, respectively, in connection with these exercises.
NOTE 10 — STOCK OPTION AND OTHER BENEFIT PLANS
2007 Equity Incentive Plan
In 2007, the Company’s Board of Directors adopted, and the Company’s stockholders approved, the 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan permits the Company to grant stock options, RSUs, and other stock-based awards to employees, non-employee directors and consultants.
The 2007 Plan was amended and restated in 2013 (the “Amended 2007 Plan”) to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 7,200 shares. In April 2015, the Company’s Board of Directors approved, and in June 2015, the Company’s stockholders approved, the Second Amended and Restated 2007 Equity Incentive Plan (the “Second Amended 2007 Plan”). The Second Amended 2007 Plan includes an increase of 13,000 shares in the aggregate number of shares of common stock authorized for issuance under the plan. It also includes a fungible share provision, pursuant to
which each share that is subject to a stock-based award that is not a “full value award” (restricted stock, RSUs, or other stock-based awards where the price charged to the participant for the award is less than 100% of the fair market value) reduces the number of shares available for issuance by 1.32 shares (previously this fungible ratio was 1.39 shares under the Amended 2007 Plan).
The Company may grant options under the 2007 Plan at prices no less than 85% of the estimated fair value of the shares on the date of grant as determined by its Board of Directors, provided, however, that (i) the exercise price of an incentive stock option (“ISO”) or non-qualified stock options (“NSO”) may not be less than 100% or 85%, respectively, of the estimated fair value of the underlying shares of common stock on the grant date, and (ii) the exercise price of an ISO or NSO granted to a 10% stockholder may not be less than 110% of the estimated fair value of the shares on the grant date. The fair value of the Company’s common stock is determined by the last sale price of such stock on the NASDAQ Global Market on the date of determination. The stock options granted to employees generally vest with respect to 25% of the underlying shares one year from the vesting commencement date and with respect to an additional 1/48 of the underlying shares per month thereafter. Stock options granted during 2007 before October 25, 2007 and after June 4, 2015 have a contractual term of ten years and stock options granted on or after October 25, 2007 and before June 4, 2015 have a contractual term of six years.
As of December 31, 2016, 2,
839
shares were available for future grants under the Second Amended 2007 Plan.
2007 Employee Stock Purchase Plan
In 2007, the Company’s Board of Directors adopted and the Company’s stockholders approved, the 2007 Employee Stock Purchase Plan (the “2007 Purchase Plan”).
The Company initially reserved 667 shares of its common stock for issuance under the 2007 Purchase Plan.
On each January 1 for the first eight calendar years after the first offering date, the aggregate number of shares of the Company’s common stock reserved for issuance under the 2007 Purchase Plan was increased automatically by the number of shares equal to 1% of the total number of outstanding shares of the Company’s common stock on the immediately preceding December 31, provided that the Board of Directors had the power to reduce the amount of the increase in any particular year and provided further that the aggregate number of shares issued over the term of this plan may not exceed 5,333. The 2007 Purchase Plan permits eligible employees, including employees of certain of the Company’s subsidiaries, to purchase common stock at a discount through payroll deductions during defined offering periods. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or after a purchase period ends.
In January 2009, the 2007 Purchase Plan was amended to provide that the Compensation Committee of the Company’s Board of Directors may fix a maximum number of shares that may be purchased in the aggregate by all participants during any single offering period (the “Maximum Offering Period Share Amount”). The Compensation Committee may raise or lower the Maximum Offering Period Share Amount. The Compensation Committee established the Maximum Offering Period Share Amount of 500 shares for the offering period that commenced on February 15, 2009 and ended on August 14, 2009, and a Maximum Offering Period Share Amount of 200 shares for each offering period thereafter. In February 2016, the Committee increased the Maximum Offering Period Share Amount for the offering period that started on February 22, 2016 and for each subsequent offering period to 450 shares.
As of December 31, 2016, 1,179 shares were available for issuance under the 2007 Purchase Plan.
2008 Equity Inducement Plan
In March 2008, the Company’s Board of Directors adopted the 2008 Equity Inducement Plan (the “Inducement Plan”) to augment the shares available under its existing 2007 Plan. The Company has not sought stockholder approval for the Inducement Plan. As such, awards under the Inducement Plan are granted in accordance with NASDAQ Listing Rule 5635(c)(4) and only to persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such individuals entering into employment with the Company. The Inducement Plan initially permitted the Company to grant only nonqualified stock options, but in 2013, the Compensation Committee of the Company’s Board amended the Inducement Plan to permit the award of RSUs under the
plan.
The Company may grant NSOs under the Inducement Plan at prices less than 100% of the fair value of the shares on the date of grant, at the discretion of its Board of Directors. The fair value of the Company’s common stock is determined by the last sale price of such stock on the NASDAQ Global Market on the date of determination. In November 2016, the Company’s Compensation Committee approved an increase of 6,000 shares in the aggregate number of shares of common stock authorized under the plan.
As of December 31, 2016, 1,026 shares were reserved for future grants under the Inducement Plan.
Share-Based Awards Available for Grant
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
Available
|
|
Balances at December 31, 2015
|
|
9,684
|
|
Increase in authorized shares
|
|
6,000
|
|
Share-based awards granted (1)
|
|
(16,720)
|
|
Share-based awards canceled (2)
|
|
4,900
|
|
Balances at December 31, 2016
|
|
3,864
|
|
|
(1)
|
|
Under the terms of the Amended 2007 Plan, RSUs granted on or after June 6, 2013 but before June 4, 2015 reduced the number of shares available for grant by 1.39 shares for each share subject to an RSU award. Under the terms of the Second Amended 2007 Plan, RSUs granted on or after June 4, 2015 reduce the number of shares available for grant by 1.32 shares for each share subject to an RSU award.
|
|
(2)
|
|
Under the terms of the Amended 2007 Plan, RSUs forfeited and returned to the pool of shares available for grant that were granted on or after June 6, 2013 but before June 4, 2015 increase the pool by 1.39 shares for each share subject to an RSU that is forfeited. RSUs forfeited and returned to the pool of shares available for grant that were granted on or after June 4, 2015 increase the pool by 1.32 shares for each share subject to an RSU that is forfeited.
|
RSU Activity
A summary of the Company’s RSU activity for the year ended December 31, 2016 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Number of
|
|
Average
|
|
Aggregate
|
|
|
|
Units
|
|
Grant Date
|
|
Intrinsic
|
|
|
|
Outstanding
|
|
Fair Value
|
|
Value
|
|
Awarded and unvested, December 31, 2015
|
|
7,344
|
|
$
|
4.40
|
|
|
|
|
Granted
|
|
5,094
|
|
$
|
2.52
|
|
|
|
|
Vested
|
|
(2,422)
|
|
$
|
4.51
|
|
|
|
|
Forfeited
|
|
(1,792)
|
|
$
|
3.86
|
|
|
|
|
Awarded and unvested, December 31, 2016
|
|
8,224
|
|
$
|
3.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units vested and expected to vest at December 31, 2016
|
|
7,013
|
|
$
|
3.36
|
|
$
|
13,605
|
|
Stock Option Activity
The following table summarizes the Company’s stock option activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
|
|
|
|
|
|
Weighted
|
|
Weighted
|
|
|
|
|
|
|
|
|
Number
|
|
Average
|
|
Average
|
|
Aggregate
|
|
|
|
of
|
|
Exercise
|
|
Contractual
|
|
Intrinsic
|
|
|
|
Shares
|
|
Price
|
|
Term (Years)
|
|
Value
|
|
Balances at December 31, 2013
|
|
10,399
|
|
|
2.98
|
|
|
|
|
|
|
Options granted
|
|
1,344
|
|
|
4.08
|
|
|
|
|
|
|
Options canceled
|
|
(1,506)
|
|
|
3.72
|
|
|
|
|
|
|
Options exercised
|
|
(2,867)
|
|
|
2.19
|
|
|
|
|
|
|
Balances at December 31, 2014
|
|
7,370
|
|
|
3.32
|
|
|
|
|
|
|
Options granted
|
|
1,659
|
|
|
4.65
|
|
|
|
|
|
|
Options canceled
|
|
(425)
|
|
|
4.00
|
|
|
|
|
|
|
Options exercised
|
|
(1,440)
|
|
|
2.64
|
|
|
|
|
|
|
Balances at December 31, 2015
|
|
7,164
|
|
$
|
3.73
|
|
4.05
|
|
$
|
389
|
|
Options granted
|
|
10,347
|
|
$
|
2.16
|
|
|
|
|
|
|
Options canceled
|
|
(1,273)
|
|
$
|
4.04
|
|
|
|
|
|
|
Options exercised
|
|
(425)
|
|
$
|
1.55
|
|
|
|
|
|
|
Balances at December 31, 2016
|
|
15,813
|
|
$
|
2.74
|
|
7.38
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested and expected to vest at December 31, 2016
|
|
13,868
|
|
$
|
2.81
|
|
7.06
|
|
$
|
—
|
|
Options exercisable at December 31, 2016
|
|
4,889
|
|
$
|
3.72
|
|
2.77
|
|
$
|
—
|
|
At December 31, 2016, the options outstanding and currently exercisable by exercise price were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
Weighted
|
|
|
|
Weighted
|
Range of
|
|
|
|
Contractual
|
|
Average
|
|
|
|
Average
|
Exercise
|
|
Number
|
|
Life
|
|
Exercise
|
|
Number
|
|
Exercise
|
Prices
|
|
Outstanding
|
|
(in Years)
|
|
Price
|
|
Exercisable
|
|
Price
|
$ 2.10 - $ 2.10
|
|
5,707
|
|
9.87
|
|
$
|
$
2.10
|
|
-
|
|
$
|
$
0.00
|
$ 2.13 - $ 2.13
|
|
3,450
|
|
9.78
|
|
|
$
2.13
|
|
-
|
|
|
$
0.00
|
$ 2.14 - $ 2.90
|
|
1,951
|
|
3.27
|
|
|
$
2.63
|
|
1,474
|
|
|
$
2.74
|
$ 2.91 - $ 3.29
|
|
2,089
|
|
4.21
|
|
|
$
3.09
|
|
1,452
|
|
|
$
3.14
|
$ 3.56 - $ 4.30
|
|
1,582
|
|
4.66
|
|
|
$
4.00
|
|
1,002
|
|
|
$
3.95
|
$ 4.35 - $ 6.67
|
|
966
|
|
4.18
|
|
|
$
5.40
|
|
893
|
|
|
$
5.43
|
$ 9.64 - $9.64
|
|
1
|
|
0.77
|
|
|
$
9.64
|
|
1
|
|
|
$
9.64
|
$ 11.50 - $ 11.50
|
|
65
|
|
0.22
|
|
|
$
11.50
|
|
65
|
|
|
$
11.50
|
$ 11.66 - $ 11.66
|
|
1
|
|
0.57
|
|
|
$
11.66
|
|
1
|
|
|
$
11.66
|
$ 11.88- $ 11.88
|
|
1
|
|
0.30
|
|
|
$
11.88
|
|
1
|
|
|
$
11.88
|
$ 2.10 - $ 11.88
|
|
15,813
|
|
7.38
|
|
$
|
$
2.74
|
|
4,889
|
|
$
|
3.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has computed the aggregate intrinsic value amounts disclosed in the above table based on the difference between the original exercise price of the options and the fair value of the Company’s common stock of $1.94 per share at December 31, 2016. The total intrinsic value of awards exercised during the years ended December 31, 2016, 2015 and 2014 was $444, $4,960, and $7,735, respectively.
Stock-Based Compensation
The Company recognizes stock-based compensation expense in accordance with ASC 718, and has estimated the fair value of each option award on the grant date using the Black-Scholes option valuation model and the weighted average assumptions noted in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
Dividend yield
|
|
—
|
%
|
—
|
%
|
—
|
%
|
Risk-free interest rate
|
|
1.39
|
%
|
1.34
|
%
|
1.34
|
%
|
Expected volatility
|
|
52.3
|
%
|
51.8
|
%
|
52.0
|
%
|
Expected term (years)
|
|
4.00
|
|
4.00
|
|
4.00
|
|
The Company based its expected volatility on its own historical volatility and the historical volatility of a peer group of publicly traded entities. The expected term of options gave consideration to early exercises, post-vesting cancellations and the options’ contractual term ranging from 6 to 10 years. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury Constant Maturity Rate as of the date of grant. The weighted-average fair value of stock options granted during the year ended December 31, 2016, 2015 and 2014 was $0.90, $1.88, and $1.69 per share, respectively.
The cost of RSUs is determined using the fair value of the Company’s common stock based on the quoted closing price of the Company’s common stock on the date of grant. RSUs typically vest and are settled over approximately a four-year period with 25% of the shares vesting on or around the one-year anniversary of the grant date and the remaining shares vesting quarterly thereafter. Compensation cost is amortized on a straight-line basis over the requisite service period.
The Company calculated employee stock-based compensation expense based on awards ultimately expected to vest and reduced it for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
During 2014, the Company granted to its Chief Executive Officer two RSU awards for a total of 575 shares of the Company’s common stock with both time-based and stock-price-based vesting components (the “Market-Based RSUs”). The Company estimated the fair values and derived service periods of the Market-Based RSUs on the date of grant using a Monte Carlo valuation model. The total fair value of both Market-Based RSUs was initially estimated at $1,311 and was to be recognized in tranches over the longer of the derived service period or time-based vesting period on a graded vesting basis. Key assumptions for the year ended December 31, 2014 included an expected volatility of 48.5%, risk-free rate of 1.35%, dividend yield of 0.00%, and grant price of $4.05 based on closing price of the Company’s common stock on The NASDAQ Global Market on April 24, 2014. On July 24, 2014, the Compensation Committee of the Company’s Board of Directors approved a modification to the Market-Based RSUs to remove stock-price-based vesting conditions. Accordingly, the Market-Based RSUs will only be subject to time-based vesting from July 24, 2014 onwards. As a result of the modification to the market-based vesting condition, the original unamortized stock-based compensation expense and an incremental unamortized expense of $2,714 will be recognized over the remaining service period.
The following table summarizes the consolidated stock-based compensation expense by line items in the consolidated statement of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
Research and development
|
|
$
|
4,567
|
|
$
|
3,563
|
|
$
|
7,422
|
|
Sales and marketing
|
|
|
1,091
|
|
|
1,082
|
|
|
701
|
|
General and administrative
|
|
|
7,605
|
|
|
7,041
|
|
|
3,510
|
|
Total stock-based compensation expense
|
|
$
|
13,263
|
|
$
|
11,686
|
|
$
|
11,633
|
|
The above table includes compensation expense attributable to the contingent consideration issued to the Blammo employees who were former shareholders of Blammo, which was recorded as research and development expense over the term of the earn-out periods, since these employees were primarily employed in product development. The Company re-measured the fair value of the contingent consideration each reporting period and only recorded a compensation expense for the portion of the earn-out target that was likely to be achieved. Since the contingency related to the number of shares to be earned in conjunction with all earn out years was resolved as of December 31, 2014, the full fair value of the shares has been presented in additional paid in capital. During the years ended December 31, 2016, 2015, and 2014 the Company recorded
$0
, $0, and $4,560 of stock-based compensation expense, respectively, related to this contingent consideration.
Consolidated net cash proceeds from option exercises were $294, $3,794 and $6,271 for the year ended December 31, 2016, 2015 and 2014, respectively. The Company realized no significant income tax benefit from stock option exercises during the year ended December 31, 2016, 2015 and 2014. As required, the Company presents excess tax benefits from the exercise of stock options, if any, as financing cash flows rather than operating cash flows. As permitted by ASC 718, the Company has deferred the recognition of its excess tax benefit from non-qualified stock option exercises.
As of December 31, 2016, the Company had $25,248 of total unrecognized compensation expense related to RSUs, net of estimated forfeitures. As of December 31, 2016, the Company had $8,435 of total unrecognized compensation expense related to stock options, net of estimated forfeitures. The unrecognized compensation expense related to RSUs will be recognized over a weighted average period of 2.91 years. The unrecognized compensation expense related to stock options will be recognized over a weighted average period of 3.60 years.
401(k) Defined Contribution Plan
The Company sponsors a 401(k) defined contribution plan covering all employees. The Company does not match the contributions made by its employees.
NOTE 11 — INCOME TAXES
The components of income/(loss) before income taxes by tax jurisdiction were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
United States
|
|
$
|
(87,085)
|
|
$
|
(7,819)
|
|
$
|
5,283
|
|
Foreign
|
|
|
(656)
|
|
|
775
|
|
|
(4,690)
|
|
Income/(loss) before income taxes
|
|
$
|
(87,741)
|
|
$
|
(7,044)
|
|
$
|
593
|
|
The components of income tax benefit/(expense) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Current:
|
|
2016
|
|
2015
|
|
2014
|
Federal
|
|
$
|
127
|
|
$
|
(24)
|
|
$
|
(5)
|
State
|
|
|
(6)
|
|
|
(5)
|
|
|
(5)
|
Foreign
|
|
|
(86)
|
|
|
(183)
|
|
|
656
|
|
|
|
35
|
|
|
(212)
|
|
|
646
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
328
|
|
|
—
|
|
|
6,821
|
Foreign
|
|
|
(62)
|
|
|
71
|
|
|
88
|
|
|
|
266
|
|
|
71
|
|
|
6,909
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
455
|
|
|
(24)
|
|
|
6,816
|
State
|
|
|
(6)
|
|
|
(5)
|
|
|
(5)
|
Foreign
|
|
|
(148)
|
|
|
(112)
|
|
|
744
|
|
|
$
|
301
|
|
$
|
(141)
|
|
$
|
7,555
|
The difference between the actual rate and the federal statutory rate was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Tax at federal statutory rate
|
|
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
State tax, net of federal benefit
|
|
|
—
|
|
|
(0.1)
|
|
|
0.8
|
|
Foreign rate differential
|
|
|
(0.1)
|
|
|
1.0
|
|
|
56.6
|
|
Research and development credit
|
|
|
0.9
|
|
|
15.9
|
|
|
(133.9)
|
|
Warrants
|
|
|
—
|
|
|
—
|
|
|
67.7
|
|
Withholding taxes
|
|
|
0.2
|
|
|
0.3
|
|
|
(10.5)
|
|
Stock-based compensation
|
|
|
(2.9)
|
|
|
(8.7)
|
|
|
224.9
|
|
Non-deductible intercompany bad debt
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
FIN 48 interest and release
|
|
|
(0.1)
|
|
|
1.8
|
|
|
(219.4)
|
|
Other
|
|
|
(0.1)
|
|
|
(0.2)
|
|
|
59.6
|
|
Deemed dividend from foreign liquidation
|
|
|
(1.4)
|
|
|
—
|
|
|
—
|
|
Valuation allowance
|
|
|
(30.2)
|
|
|
(46.1)
|
|
|
(1,357.7)
|
|
Effective tax rate
|
|
|
0.3
|
%
|
|
(2.1)
|
%
|
|
(1,274.0)
|
%
|
During 2016, the Company recorded a net release of its valuation allowance of $328 as a result of the acquisition of Crowdstar Inc. in November 2016.
Deferred tax assets and liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|
US
|
|
Foreign
|
|
Total
|
|
US
|
|
Foreign
|
|
Total
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets
|
|
$
|
191
|
|
$
|
40
|
|
$
|
231
|
|
$
|
—
|
|
$
|
1,156
|
|
$
|
1,156
|
Net operating loss carryforwards
|
|
|
55,850
|
|
|
526
|
|
|
56,376
|
|
|
37,907
|
|
|
9,493
|
|
|
47,400
|
Accruals, reserves and other
|
|
|
12,006
|
|
|
97
|
|
|
12,103
|
|
|
4,811
|
|
|
129
|
|
|
4,940
|
Foreign tax credit
|
|
|
6,460
|
|
|
—
|
|
|
6,460
|
|
|
6,615
|
|
|
—
|
|
|
6,615
|
Stock-based compensation
|
|
|
3,830
|
|
|
—
|
|
|
3,830
|
|
|
4,866
|
|
|
—
|
|
|
4,866
|
Research and development credit
|
|
|
11,190
|
|
|
—
|
|
|
11,190
|
|
|
9,292
|
|
|
—
|
|
|
9,292
|
Other
|
|
|
2,011
|
|
|
—
|
|
|
2,011
|
|
|
121
|
|
|
17
|
|
|
138
|
Total deferred tax assets
|
|
$
|
91,538
|
|
$
|
663
|
|
$
|
92,201
|
|
$
|
63,612
|
|
$
|
10,795
|
|
$
|
74,407
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets
|
|
$
|
—
|
|
$
|
(1)
|
|
$
|
(1)
|
|
$
|
(290)
|
|
$
|
—
|
|
$
|
(290)
|
Intangible assets
|
|
|
(4,441)
|
|
|
(6)
|
|
|
(4,447)
|
|
|
(4,471)
|
|
|
(54)
|
|
|
(4,525)
|
Other
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16)
|
|
|
(16)
|
Net deferred tax assets
|
|
|
87,097
|
|
|
656
|
|
|
87,753
|
|
|
58,851
|
|
|
10,725
|
|
|
69,576
|
Less valuation allowance
|
|
|
(87,097)
|
|
|
(464)
|
|
|
(87,561)
|
|
|
(58,851)
|
|
|
(10,470)
|
|
|
(69,321)
|
Net deferred tax assets
|
|
$
|
—
|
|
$
|
192
|
|
$
|
192
|
|
$
|
—
|
|
$
|
255
|
|
$
|
255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” This update requires an entity to classify deferred tax liabilities and assets as noncurrent within a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is permitted as of the beginning of the interim or annual reporting period. The Company adopted ASU 2015-17 on a prospective basis as of December 31, 2015. The adoption of ASU 2015-17 did not have a material impact on the Company’s consolidated financial statements.
The Company has not provided deferred taxes on unremitted earnings attributable to foreign subsidiaries, excluding China, because their earnings are intended to be reinvested indefinitely. No deferred tax asset was recognized since the Company does not believe the deferred tax asset will be realized in the foreseeable future. The amount of accumulated foreign earnings of the Company’s foreign subsidiaries totaled $913 as of December 31, 2016. If the Company's foreign earnings were repatriated, additional tax expense might result. The Company determined that the calculation of the amount of unrecognized deferred tax liability related to these cumulative unremitted earnings attributable to foreign subsidiaries is not practicable.
The Company recorded a release of its valuation allowance of $328, $0, and $6,821 during 2016, 2015, and 2014, respectively. The 2016 and 2014 releases were associated with the acquisitions of Crowdstar Inc. in November 2016 and Cie Games in August 2014, respectively. Pursuant to ASC 805-740, changes in the Company’s valuation allowance that stem from a business combination should be recognized as an element of the Company’s deferred income tax expense or benefit. The Company previously recognized a valuation allowance against its net operating loss carryforwards and determined that it should be able to utilize the benefit of those net operating losses against the deferred tax liabilities of Crowdstar Inc. and Cie Games, respectively; therefore, it has partially released its pre-existing valuation allowance.
In accordance with ASC 740 and based on all available evidence on a jurisdictional basis, the Company believes that it is more likely than not that its deferred tax assets will not be utilized and has recorded a full valuation allowance against its net deferred tax assets in each of its jurisdictions except for one entity in China. The Company assesses on a periodic basis the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income or losses, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. If it is not more likely than not that the Company expects to recover its deferred tax assets, the Company will increase its provision for taxes by recording a valuation allowance against the deferred tax assets that it
estimates will not ultimately be recoverable. The available negative evidence at December 31, 2016 and 2015 included historical and projected future operating losses. As a result, the Company concluded that an additional valuation allowance of $18,240 and $795, net of the described releases, was required to reflect the change in its deferred tax assets prior to valuation allowance during 2016 and 2015, respectively. As of December 31, 2016 and 2015, the Company considered it more likely than not that its deferred tax assets would not be realized within their respective carryforward periods.
At December 31, 2016, the Company had net operating loss carryforwards of approximately $158,531 and $97,627 for federal and state tax purposes, respectively. These carryforwards will expire at various times between 2017 and 2036. In addition, the Company has research and development tax credit carryforwards of approximately $11,158 for federal income tax purposes and $12,941 for California tax purposes. The federal research and development tax credit carryforwards will begin to expire in 2023. The California state research credit will carry forward indefinitely. The Company has approximately $6,320 of foreign tax credits that will begin to expire in 2017. The Company’s ability to use its net operating loss carryforwards and federal and state tax credit carryforwards to offset future taxable income and future taxes, respectively, may be subject to restrictions attributable to equity transactions that result in changes in ownership as defined by Internal Revenue Code Section 382.
A reconciliation of the total amounts of unrecognized tax benefits was as follows:
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2016
|
|
2015
|
Beginning balance
|
|
$
|
9,218
|
|
$
|
6,794
|
Reductions of tax positions taken during previous years
|
|
|
(806)
|
|
|
(304)
|
Additions based on uncertain tax positions related to the current period
|
|
|
2,590
|
|
|
2,085
|
Additions based on uncertain tax positions related to prior periods
|
|
|
43
|
|
|
675
|
Cumulative translation adjustment
|
|
|
(34)
|
|
|
(32)
|
Ending balance
|
|
$
|
11,011
|
|
$
|
9,218
|
The total unrecognized tax benefits as of December 31, 2016 and 2015 included approximately $10,590 and $8,678, respectively, of unrecognized tax benefits that have been netted against deferred tax assets. As of December 31, 2016, approximately $421 of unrecognized tax benefits, if recognized, would impact the Company’s effective tax rate. The remaining amount, if recognized, would adjust the Company’s deferred tax assets which are subject to valuation allowance. At December 31, 2016, the Company anticipated that the liability for uncertain tax positions, excluding interest and penalties, could decrease by approximately $126 within the next twelve months due to the expiration of certain statutes of limitation in foreign jurisdictions in which the Company does business.
The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. The Company has accrued $294 of interest and penalties on uncertain tax positions as of December 31, 2016, as compared to $375 as of December 31, 2015. Approximately $128, $78 and $86 of accrued interest and penalty expense related to estimated obligations for unrecognized tax benefits was recognized
during 2016, 2015 and 2014, respectively. During 2016, the Company released $184 of interest and penalties on uncertain tax positions due to the expiration of certain statutes of limitation in foreign jurisdictions in which the Company does business.
The Company is subject to taxation in the United States and various foreign jurisdictions. The material jurisdictions subject to examination by tax authorities are primarily the State of California, the United States, Canada and China. The Company’s federal tax returns are open by statute for tax years 1997 and California tax returns are open by statute for tax years 2003 and forward and could be subject to examination by the tax authorities. The Company’s China income tax returns are open by statute for tax years 2011 and forward.
NOTE 12 — SEGMENT REPORTING
ASC 280,
Segment Reporting
(“ASC 280”), establishes standards for reporting information about operating segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer, who is also chief operating decision maker, makes decisions and manages the Company’s operations as one operating segment. The financial information reviewed by him
is included within one operating segment for purposes of allocating resources and evaluating financial performance.
Accordingly, the Company reports as a single reportable segment—mobile games. In the case of Digital Storefronts, revenue are attributed to the geographic location where the end-user makes the purchase. The Company generates its revenue in the following geographic regions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
United States of America
|
|
$
|
149,031
|
|
$
|
171,759
|
|
$
|
132,447
|
|
Americas, excluding the USA
|
|
|
9,127
|
|
|
11,538
|
|
|
9,705
|
|
EMEA
|
|
|
24,303
|
|
|
36,134
|
|
|
43,507
|
|
APAC
|
|
|
18,120
|
|
|
30,469
|
|
|
37,487
|
|
|
|
$
|
200,581
|
|
$
|
249,900
|
|
$
|
223,146
|
|
The Company attributes its long-lived assets, which primarily consist of property and equipment, to a country primarily based on the physical location of the assets. Property and equipment, net of accumulated depreciation and amortization, summarized by geographic location was as follows:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2016
|
|
2015
|
|
Americas
|
|
$
|
5,423
|
|
$
|
4,938
|
|
EMEA
|
|
|
166
|
|
|
408
|
|
APAC
|
|
|
51
|
|
|
101
|
|
|
|
$
|
5,640
|
|
$
|
5,447
|
|
NOTE 13 — RESTRUCTURING
During each of 2014, 2015 and 2016,
the Company’s management approved restructuring plans to improve the effectiveness and efficiency of its operating model and reduce operating expenses around the world. During the year ended December 31, 2014, the Company recorded $435 of restructuring charges, relating to employee termination costs associated with headcount reductions in its Moscow, Russia; Bellevue, Washington; and San Francisco, California studios. During the year ended December 31, 2015, the Company recorded $1,07
5
of restructuring charges relating to employee termination costs in the Company’s Beijing, China and Bellevue, Washington offices. During the year ended December 31, 2016
, the Company recorded $2,279 of restructuring charges related to employee termination costs in the Company’s Long Beach, California; San Francisco, California; Bellevue, Washington; and Beijing, China offices, and lease termination costs for the Company’s Bellevue, Washington and Beijing, China offices.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2014, 2015, and 2016
|
|
|
|
Restructuring
|
|
Restructuring
|
|
Restructuring
|
|
Restructuring
|
|
|
|
Workforce
|
|
Facility
|
|
Other
|
|
Total
|
|
Balance as of Jan 1, 2014
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Charges to operations
|
|
|
435
|
|
|
—
|
|
|
|
|
|
435
|
|
Non-cash charges/adjustments
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Charges settled in cash
|
|
|
(435)
|
|
|
—
|
|
|
—
|
|
|
(435)
|
|
Balance as of December 31, 2014
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Charges to operations
|
|
|
1,044
|
|
|
—
|
|
|
31
|
|
|
1,075
|
|
Non-cash charges/adjustments
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Charges settled in cash
|
|
|
(734)
|
|
|
—
|
|
|
—
|
|
|
(734)
|
|
Balance as of December 31, 2015
|
|
$
|
310
|
|
$
|
—
|
|
$
|
31
|
|
$
|
341
|
|
Charges to operations
|
|
|
1,491
|
|
|
740
|
|
|
48
|
|
|
2,279
|
|
Non-cash charges/adjustments
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
Charges settled in cash
|
|
|
(1,801)
|
|
|
(591)
|
|
|
(79)
|
|
|
(2,471)
|
|
Balance as of December 31, 2016
|
|
$
|
—
|
|
$
|
271
|
|
$
|
—
|
|
$
|
271
|
|
NOTE 14 – QUARTERLY FINANCIAL DATA (unaudited, in thousands)
The following table sets forth unaudited quarterly consolidated statements of operations data for 2015 and 2016. The Company derived this information from its unaudited consolidated financial statements, which it prepared on the same basis as its audited consolidated financial statements contained in this report. In its opinion, these unaudited statements include all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair statement of that information when read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. The operating results for any quarter should not be considered indicative of results for any future period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
2016
|
|
2015
|
|
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
|
|
|
(In thousands)
|
|
Revenue
|
|
$
|
54,528
|
|
$
|
48,363
|
|
$
|
51,381
|
|
$
|
46,309
|
|
$
|
69,470
|
|
$
|
56,150
|
|
$
|
63,250
|
|
$
|
61,030
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Platform commissions, royalties and other
|
|
|
20,320
|
|
|
18,534
|
|
|
18,918
|
|
|
17,467
|
|
|
26,310
|
|
|
21,231
|
|
|
25,890
|
|
|
22,251
|
|
Impairment of prepaid royalties and minimum guarantees
|
|
|
43
|
|
|
105
|
|
|
29,836
|
(d)
|
|
123
|
|
|
—
|
|
|
89
|
|
|
1,555
|
|
|
858
|
|
Impairment and amortization of intangible assets
|
|
|
2,324
|
|
|
2,336
|
|
|
7,320
|
|
|
2,812
|
|
|
2,434
|
|
|
2,434
|
|
|
2,360
|
|
|
2,325
|
|
Total cost of revenue
|
|
|
22,687
|
|
|
20,975
|
|
|
56,074
|
|
|
20,402
|
|
|
28,744
|
|
|
23,754
|
|
|
29,805
|
|
|
25,434
|
|
Gross profit
|
|
|
31,841
|
|
|
27,388
|
|
|
(4,693)
|
|
|
25,907
|
|
|
40,726
|
|
|
32,396
|
|
|
33,445
|
|
|
35,596
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
20,312
|
|
|
20,721
|
|
|
20,080
|
|
|
20,766
|
|
|
18,243
|
|
|
18,308
|
|
|
16,304
|
|
|
20,001
|
|
Sales and marketing
|
|
|
12,624
|
|
|
10,935
|
|
|
10,104
|
|
|
14,387
|
|
|
12,438
|
|
|
12,771
|
|
|
12,302
|
|
|
10,729
|
|
General and administrative
|
|
|
7,984
|
|
|
7,096
|
|
|
7,011
|
|
|
8,134
|
|
|
7,406
|
|
|
7,429
|
|
|
4,419
|
|
|
6,838
|
|
Amortization of intangible assets
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
32
|
|
|
31
|
|
|
11
|
|
Restructuring charge
|
|
|
106
|
(a)
|
|
2,116
|
(b)
|
|
57
|
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,075
|
|
Total operating expenses
|
|
|
41,026
|
|
|
40,868
|
|
|
37,252
|
|
|
43,287
|
|
|
38,214
|
|
|
38,540
|
|
|
33,056
|
|
|
38,654
|
|
Income/(loss) from operations
|
|
|
(9,185)
|
|
|
(13,480)
|
|
|
(41,945)
|
|
|
(17,380)
|
|
|
2,512
|
|
|
(6,144)
|
|
|
389
|
|
|
(3,058)
|
|
Interest and other income/(expense), net
|
|
|
469
|
|
|
(4,453)
|
|
|
(1,653)
|
|
|
(114)
|
|
|
(284)
|
|
|
(174)
|
|
|
(152)
|
|
|
(134)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/(loss) before income taxes
|
|
|
(8,716)
|
|
|
(17,933)
|
|
|
(43,598)
|
|
|
(17,494)
|
|
|
2,228
|
|
|
(6,318)
|
|
|
237
|
|
|
(3,192)
|
|
Income tax benefit/(provision)
|
|
|
166
|
|
|
(16)
|
|
|
(129)
|
|
|
280
|
|
|
(1,104)
|
|
|
809
|
|
|
(79)
|
|
|
234
|
|
Net income /(loss)
|
|
$
|
(8,550)
|
|
$
|
(17,949)
|
|
$
|
(43,727)
|
|
$
|
(17,214)
|
|
$
|
1,124
|
|
$
|
(5,509)
|
|
$
|
158
|
|
$
|
(2,958)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.07)
|
|
$
|
(0.14)
|
|
$
|
(0.33)
|
|
$
|
(0.13)
|
|
$
|
0.01
|
|
$
|
(0.05)
|
|
$
|
0.00
|
|
$
|
(0.02)
|
|
Diluted
|
|
$
|
(0.07)
|
|
$
|
(0.14)
|
|
$
|
(0.33)
|
|
$
|
(0.13)
|
|
$
|
0.01
|
|
$
|
(0.05)
|
|
$
|
0.00
|
|
$
|
(0.02)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Includes $106 of restructuring charges relating to employee termination costs in the Company’s Long Beach office.
|
|
(b)
|
|
Includes $1,421 of restructuring charges relating to employee termination costs in the Company’s San Francisco,
|
APAC, and Washington offices, and $695 of restructuring charges relating to facility costs in the Company’s Washington and China Korea offices
|
|
(c)
|
|
Includes $11 of restructuring charges relating to employee termination costs in the Company’s China and Korea offices, and $48 of restructuring charges relating to facility costs in the Company’s Washington, China, and Korea offices.
|
|
(d)
|
|
These
charges are related to impairment of prepaid guaranteed royalties and license fees paid to an affiliate of one of the Company’s principal stockholders in connection with the Company’s game,
Rival Fire
, guaranteed royalty payments for certain of its celebrity license agreements, and certain other prepaid royalties.
|
NOTE 15 – RELATED PARTY TRANSACTIONS
The Company and an affiliate of one of the Company’s principal stockholders entered into an agreement in November 2015 pursuant to which the Company agreed, subject to certain conditions, to pay in the aggregate, up to $15,000 in recoupable advanced royalties and non-recoupable license fees. As of December 31, 2016, the Company had paid the full amount of $15,000, as all payment milestones were achieved.
During the year ended December 31, 2016, the Company recorded an impairment of $14,463 for un-recouped advanced royalties and non-recoupable license fees that were paid to an affiliate of one of the Company’s principal stockholders, due to the underperformance of the Company’s
Rival Fire
title which launched during the third quarter of 2016 and the negligible cash flows anticipated for the remaining contractual life of these assets.
NOTE 16 – SUBSEQUENT EVENTS
In January 2017, the Company committed to a restructuring plan, consisting of the following:
|
·
|
|
the elimination of approximately 109 positions, approximately 97 of which were from its Bellevue, Washington and Long Beach, California studios, and approximately 12 of which were from its San Francisco headquarters;
|
|
·
|
|
the discontinuation of all operations at its Bellevue, Washington studio; and
|
|
·
|
|
the potential elimination of approximately an additional 30 positions (for a potential reduction in force of up to approximately 139 positions) and discontinuation of all remaining operations at its Long Beach, California studio, contingent on the results of the planned beta release of its
Car Town Racing
title in late Q1-2017 (the “Contingent Portion”).
|
I
n connection with these actions, the Company expects to incur charges of approximately $2,600 to $2,800 if the Contingent Portion of the plan is not triggered, and estimates approximately $2,000 to $2,100 of such charges will be related to employee severance and benefits, and approximately $600 to $700 will be related to lease, contract termination and other costs. The Company expects to incur charges of approximately $4,300 to $4,700 if the Contingent Portion of the plan is triggered, and estimates approximately $2,450 to 2,650 of such charges will be related to employee severance and benefits, and approximately $1,850 to $2,050 will be related to lease, contract termination and other costs. If the Contingent Portion of the plan is not triggered, the Company expects to recognize substantially all of the restructuring-related costs during the first quarter of 2017.
If the Contingent Portion of the plan is triggered, the Company expects to recognize the restructuring-related costs attributable to the Contingent Portion in the second quarter of 2017. The Company expects substantially all of the severance and benefit charges, and a majority of the lease, contract termination and other costs, to entail cash expenditures.
As part of this restructuring plan, the Company also began transitioning game development and live operations for its
Racing Rivals
title from its Long Beach, California studio to Carbonated Inc. (“Carbonated”) in January 2017. It agreed to provide Carbonated with development funding and a percentage of the profits generated by the
Racing Rivals
title to the extent that Carbonated is able to increase the net revenue from this title. The development funding is
fully recoupable by the Company, along with user acquisition, hosting and certain other game-related costs, before any profit sharing payments are made to Carbonated.
Item
9.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9
A.
Controls and Procedures
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 pursuant to Rule 13a-15 under the Exchange Act. 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 its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2016, our disclosure controls and procedures are designed to provide reasonable assurance and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our
Chief Executive Officer
and
Chief Financial Officer
, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016 based on the guidelines established in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2016 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.
The scope of management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2016 excluded Crowdstar Inc. because it was acquired by Glu through purchase business combination in 2016. Crowdstar Inc. is a wholly-owned subsidiary whose total assets and total revenue represented 4.1% and 1.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016.
The effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing on page 77.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9
B.
OTHER INFORMATION
None
PART II
I
Item 1
0.
Directors, Executive Officers and Corporate Governance
The information required for this Item is incorporated by reference from our Proxy Statement to be filed for our 2017 Annual Meeting of Stockholders. For information with respect to our executive officers, see “Executive Officers” at the end of Part I, Item 1 of this report.
We maintain a Code of Business Conduct and Ethics that applies to all employees, officers and directors. Our Code of Business Conduct and Ethics is published on our website at
www.glu.com/investors
. We disclose on our website amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of such provisions granted to executive officers and directors.
Item 1
1.
Executive Compensation
The information required for this Item is incorporated by reference from our Proxy Statement to be filed for our 2017 Annual Meeting of Stockholders.
Item 1
2.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information set forth in the section titled “Security Ownership of Certain Beneficial Owners and Management” contained in our Proxy Statement to be filed for our 2017 Annual Meeting of Stockholders is incorporated herein by reference.
Equity Compensation Plan Information
The following table sets forth certain information, as of December 31, 2016, concerning securities authorized for issuance under all of our equity compensation plans: our 2001 Second Amended and Restated Stock Option Plan (the “2001 Plan”), which terminated when we adopted the 2007 Equity Incentive Plan (the “2007 Plan”), 2007 Employee Stock Purchase Plan (the “ESPP”) and 2008 Equity Inducement Plan (the “Inducement Plan”). The ESPP contains an “evergreen” provision, pursuant to which on January 1st of each year we automatically added 1% of our shares of common stock outstanding on the preceding December 31st to the shares reserved for issuance under the ESPP; this evergreen provision expired after the increase on January 1, 2015. In addition, pursuant to a “pour over” provision in our 2007 Plan, options that are cancelled, expired or terminated under the 2001 Plan are added to the number of shares reserved for issuance under our 2007 Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Securities to be
|
|
Weighted
|
|
Number of Securities
|
|
|
|
Issued Upon
|
|
Average
|
|
Remaining Available for
|
|
|
|
Exercise of Outstanding
|
|
Exercise Price of
|
|
Future Issuance Under
|
|
|
|
Options,
|
|
Outstanding Options,
|
|
(Excluding Securities
|
|
|
|
Warrants and Rights
|
|
Warrants and Rights (1)
|
|
Reflected in Column (a))
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders
|
|
$
|
17,110,570
|
|
|
3.02
|
|
|
4,018,143
|
(2)
|
Equity compensation plans not approved by security holders
|
|
|
6,926,573
|
(3)
|
|
2.20
|
|
|
1,025,666
|
(4)
|
Total
|
|
|
24,037,143
|
|
$
|
5.22
|
|
|
5,043,809
|
|
|
(1)
|
|
The weighted average exercise price does not take into account the shares subject to outstanding restricted stock units, which have no exercise price.
|
|
(2)
|
|
Represents 2,839,105 shares available for issuance under our the 2007 Plan, which plan permits the grant of incentive and non-qualified stock options, stock appreciation rights, restricted stock, stock awards and restricted stock units; and 1,179,038 shares available for issuance under the ESPP.
|
|
(3)
|
|
Represents outstanding options under the Inducement Plan.
|
|
(4)
|
|
Represents shares available for issuance under the Inducement Plan, under which we may only grant non-qualified stock options and restricted stock units.
|
Our Board of Directors adopted the Inducement Plan in March 2008
to augment the shares available under our 2007 Plan.
We have not sought stockholder approval for the Inducement Plan. As such, awards under the Inducement Plan are granted in accordance with NASDAQ Listing Rule 5635(c)(4) and only to persons not previously an employee or director, or following a bona fide period of non-employment, as an inducement material to such individuals entering into employment with us.
As of December 31, 2016, we had reserved a total of 9,969,245 shares of our common stock for grant and issuance under the Inducement Plan since its inception, of which, 6,926,573 shares were subject to outstanding stock options and restricted stock units and 1,025,666 shares remained available for issuance. The remaining 2,017,006 shares represent shares that were subject to previously granted stock options or restricted stock units under the Inducement Plan that have been exercised by the option holders or settled for shares of our common stock.
The Inducement Plan initially permitted us to grant only
non-qualified stock options. However,
effective November 2013, the Compensation Committee amended the Inducement Plan to permit the award of restricted stock units under the plan.
We may grant non-qualified stock options under the Inducement Plan at prices less than 100% of the fair value of the shares on the date of grant, at the discretion of our Board of Directors. The fair value of our common stock is determined by the last sale price of our stock on The NASDAQ Global Market on the date of determination. If any option or RSU granted under the Inducement Plan expires or terminates for any reason without being exercised in full, are used to satisfy tax withholding obligations with respect to the award, or otherwise terminate without the underlying shares being issued, such unexercised, tax-settled, or otherwise terminated shares will be available for grant under the Inducement Plan. All outstanding awards are subject to adjustment for any future stock dividends, splits, combinations, or other changes in capitalization as described in the Inducement Plan. If we were acquired and the acquiring corporation did not assume or replace the awards granted under the Inducement Plan, or if we were to liquidate or dissolve, all outstanding awards will expire on such terms as our Board of Directors determines.
For more information regarding the Inducement Plan, see
Note 9 of
Notes to Consolidated Financial Statements
in Item 8 of this report
.
Item 1
3.
Certain Relationships and Related Transactions, and Director Independence.
The information required for this Item is incorporated by reference from our Proxy Statement to be filed for our 2017 Annual Meeting of Stockholders.
Item 1
4.
Principal Accounting Fees and Services
.
The information required for this Item is incorporated by reference from our Proxy Statement to be filed for our 2017 Annual Meeting of Stockholders.
PART I
V
Item 15
.
Exhibits and Financial Statement Schedules
(a)(1) Financial Statements: The financial statements filed as part of this report are listed on the index to financial statements on page 71.
(2) Financial Schedules: All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
(b) Exhibits. The exhibits listed on the Exhibit Index (following the Signatures section of this report) are included, or incorporated by reference, in this report.
Item 16.
Form 10-K Summary
None.
SIGNATURE
S
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
GLU MOBILE INC.
|
|
|
|
|
Date: March 10, 2017
|
By:
|
/s/ Nick Earl
|
|
|
Nick Earl, President and Chief Executive Officer
|
|
|
Date: March 10, 2017
|
By:
|
/s/ Eric R. Ludwig
|
|
|
Eric R. Ludwig, Executive Vice President, Chief Operating Officer and Chief Financial Officer
|
POWER OF ATTORNEY
By signing this Annual Report on Form 10-K below, I hereby appoint each of
Nick Earl, Eric R. Ludwig and Scott J. Leichtner
as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf, and to file this Form 10-K (including all exhibits and other documents related to the Form 10-K) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
|
|
|
|
Signature
|
Title
|
Date
|
|
|
|
|
/s/ Nick Earl
|
|
President, Chief Executive Officer
|
March 10, 2017
|
Nick Earl
|
|
and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Eric R. Ludwig
|
|
EVP, Chief Operating Officer and Chief Financial Officer
|
March 10, 2017
|
Eric R. Ludwig
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Gregory J. Cannon
|
|
Vice President of Finance
and Investor Relations
|
March 10, 2017
|
Gregory J. Cannon
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ Niccolo de Masi
|
|
Chairman
|
March 10, 2017
|
Niccolo de Masi
|
|
|
|
|
|
|
|
/s/ Benjamin T. Smith IV
|
|
Lead Director
|
March 10, 2017
|
Benjamin T. Smith IV
|
|
|
|
|
|
|
|
/s/ Eric R. Ball
|
|
Director
|
March 10, 2017
|
Eric R. Ball
|
|
|
|
|
|
|
|
/s/ Greg Brandeau
|
|
Director
|
March 10, 2017
|
Greg Brandeau
|
|
|
|
|
|
|
|
|
|
Director
|
March 10, 2017
|
Ben Feder
|
|
|
|
|
|
|
|
/s/ Ann Mather
|
|
Director
|
March 10, 2017
|
Ann Mather
|
|
|
|
|
|
|
|
/s/ Hany M. Nada
|
|
Director
|
March 10, 2017
|
Hany M. Nada
|
|
|
|
Cent
Exhibit Index
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Exhibit
|
|
|
|
|
|
Filing
|
Filed
|
Number
|
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Date
|
Herewith
|
2.01
|
|
Agreement and Plan of Merger, dated as of April 30, 2014 by and among Glu Mobile Inc., Midas Acquisition Corp., PlayFirst, Inc. and Fortis Advisors LLC
|
8-K
|
001-33368
|
2.01
|
05/02/14
|
|
|
|
|
|
|
|
|
|
2.02
|
|
Agreement and Plan of Merger and Reorganization, dated as of July 30, 2014 by and among Glu Mobile Inc., Cardinals Acquisition Merger Corporation, Cardinals Acquisition Merger LLC, Cie Digital Labs, LLC, Cie Games, Inc. and Shareholder Representative Services, LLC
|
8-K
|
001-33368
|
2.01
|
07/30/14
|
|
|
|
|
|
|
|
|
|
2.03
|
|
Stock Transfer Agreement by and among Glu Mobile Inc., Time Warner Inc., Intel Capital Corporation and certain other stockholders of Crowdstar Inc., dated November 2, 2016.
|
8-K
|
001-33308
|
2.01
|
11/03/16
|
|
|
|
|
|
|
|
|
|
3.01
|
|
Restated Certificate of Incorporation of Glu Mobile Inc.
|
S-1/A
|
333-139493
|
3.02
|
02/14/07
|
|
|
|
|
|
|
|
|
|
3.02
|
|
Amended and Restated Bylaws of Glu Mobile Inc., adopted on March 7, 2014.
|
8-K
|
001-33368
|
99.01
|
03/13/14
|
|
|
|
|
|
|
|
|
|
4.01
|
|
Form of Registrant’s Common Stock Certificate.
|
S-1/A
|
333-139493
|
4.01
|
02/14/07
|
|
|
|
|
|
|
|
|
|
10.01#
|
|
Form of Indemnity Agreement entered into between Glu Mobile Inc. and each of its directors and executive officers, effective as of October 24, 2013.
|
8-K
|
001-33368
|
99.01
|
10/29/13
|
|
|
|
|
|
|
|
|
|
10.02(A)#
|
|
Amended & Restated 2007 Equity Incentive Plan, as amended through June 4, 2015.
|
10-Q
|
001-33368
|
10.03
|
08/07/15
|
|
|
|
|
|
|
|
|
|
10.02(B)#
|
|
For the 2007 Equity Incentive Plan, forms of (a) Notice of Stock Option Grant, Stock Option Award Agreement and Stock Option Exercise Agreement, (b) Notice of Restricted Stock Award and Restricted Stock Agreement, (c) Notice of Stock Appreciation Right Award and Stock Appreciation Right Award Agreement and (d) Notice of Stock Bonus Award and Stock Bonus Agreement.
|
S-1/A
|
333-139493
|
10.03
|
02/16/07
|
|
|
|
|
|
|
|
|
|
10.02(C)#
|
|
For the 2007 Equity Incentive Plan, form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement
|
10-Q
|
001-33368
|
10.08
|
08/09/13
|
|
|
|
|
|
|
|
|
|
10.03#
|
|
2007 Employee Stock Purchase Plan, as amended and restated on August 1, 2011.
|
10-K
|
001-33368
|
10.04
|
03/14/12
|
|
|
|
|
|
|
|
|
|
10.04(A)#
|
|
2008 Equity Inducement Plan, as amended effective November 14, 2016.
|
8-K
|
001-33368
|
99.01
|
11/18/16
|
|
|
|
|
|
|
|
|
|
10.04(B)#
|
|
For the 2008 Equity Inducement Plan, forms of Notice of Stock Option Grant, Stock Option Award Agreement and Stock Option Exercise Agreement.
|
10-K
|
001-33368
|
10.05
|
03/21/10
|
|
|
|
|
|
|
|
|
|
10.04(C)#
|
|
For the 2008 Equity Inducement Plan,
form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement
.
|
10-K
|
001-33368
|
10.05
|
03/14/14
|
|
|
|
|
|
|
|
|
|
10.05#
|
|
Forms of Stock Option Award Agreement (Immediately Exercisable) and Stock Option Exercise Agreement (Immediately Exercisable) under the Glu Mobile Inc. 2007 Equity Incentive Plan.
|
10-Q
|
001-33368
|
10.05
|
08/14/08
|
|
|
|
|
|
|
|
|
|
10.06#
|
|
Executive Chairman Agreement between Glu Mobile Inc. and Niccolo M. de Masi, dated November 2, 2016.
|
8-K
|
001-33368
|
10.01
|
11/03/16
|
|
|
|
|
|
|
|
|
|
10.07#
|
|
Summary of Compensation Terms of Nick Earl.
|
8-K
|
001-33368
|
99.01
|
02/03/17
|
|
|
|
|
|
|
|
|
|
10.08#
|
|
Executive Employment Agreement, effective as of November 10, 2016, by and between Glu Mobile Inc. and Nick Earl.
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
10.09#
|
|
Change of Control Severance Agreement between Glu Mobile Inc. and Nick Earl, effective as of November 10, 2016.
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
10.10#
|
|
Summary of Change of Control Severance Agreement between Glu Mobile Inc. and Nick Earl, dated as of February 8, 2016.
|
10-K
|
001-33368
|
10.20
|
03/04/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11#
|
|
Summary of Compensation Terms of Eric R. Ludwig.
|
8-K
|
001-33368
|
99.01
|
02/03/17
|
|
|
|
|
|
|
|
|
|
10.12#
|
|
Change of Control Severance Agreement, dated as of October 10, 2008, between Glu Mobile Inc. and Eric R. Ludwig.
|
10-K
|
001-33368
|
10.09
|
03/13/09
|
|
|
|
|
|
|
|
|
|
10.13#
|
|
Amendment, dated as of July 7, 2011, to Change of Control and Severance Agreement between Glu Mobile Inc. and Eric R. Ludwig, dated as of October 10, 2008.
|
10-Q
|
001-33368
|
10.02
|
11/14/11
|
|
|
|
|
|
|
|
|
|
10.14#
|
|
Summary of Compensation Terms of Chris Akhavan.
|
8-K
|
001-33368
|
99.01
|
02/03/17
|
|
|
|
|
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10.15#
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|
Change of Control Severance Agreement between Glu Mobile Inc. and Chris Akhavan, dated as of April 22, 2013.
|
10-Q
|
001-33368
|
10.02
|
08/09/13
|
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10.16#
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|
Summary of Compensation Terms of Tim Wilson.
|
8-K
|
001-33368
|
99.01
|
02/03/17
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10.17#
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Change of Control Severance Agreement between Glu Mobile Inc. and Tim Wilson, effective as of November 10, 2015.
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X
|
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10.18#
|
|
Summary of Compensation Terms of Scott J. Leichtner.
|
8-K
|
001-33368
|
99.01
|
02/03/17
|
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10.19#
|
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Summary of Change of Control Severance Arrangement between Glu Mobile Inc. and Scott J. Leichtner, dated as of July 7, 2011.
|
10-K
|
001-33368
|
10.15
|
03/15/13
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10.20#
|
|
Amended and Restated Glu Mobile Inc. 2016 Executive Bonus Plan
|
8-K
|
001-33368
|
99.01
|
05/13/16
|
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10.21#
|
|
Glu Mobile Inc. 2017 Executive Bonus Plan
|
8-K
|
001-33368
|
99.01
|
02/03/17
|
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10.22#
|
|
Non-Employee Director Compensation Program, effective as of October 1, 2013.
|
10-K
|
001-33368
|
10.23
|
03/14/14
|
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10.23
|
|
Sublease between Oracle America, Inc. and Glu Mobile Inc., dated as of April 16, 2013.
|
8-K
|
001-33368
|
99.01
|
04/22/13
|
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10.24
|
|
Common Stock Warrant, between Glu Mobile Inc. and MGM Interactive Inc., dated as of July 15, 2013.
|
S-3
|
333-190545
|
4.03
|
08/09/13
|
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10.25
|
|
iOS Developer Program License Agreement between Glu Games Inc. and Apple Inc., as amended to date.
|
10-K
|
001-33368
|
10.27
|
03/15/13
|
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10.26
|
|
Android Market Developer Distribution Agreement between Glu Games Inc. and Google Inc., as amended to date.
|
10-K
|
001-33368
|
10.28
|
03/15/13
|
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10.27+
|
|
License Agreement, dated as of March 31, 2012, by and between Glu Mobile Inc. and Atari, Inc.
|
10-Q/A
|
001-33368
|
10.01
|
10/12/12
|
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10.28+
|
|
Trademark and Domain Name Assignment and License Agreement, dated as of March 31, 2012, by and between Glu Mobile Inc. and Atari Inc.
|
10-Q
|
001-33368
|
10.02
|
08/09/12
|
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10.29+
|
|
Unity Technologies Software License Agreement between Glu Mobile Inc. and Unity Technologies ApS, dated as of October 29, 2012, as amended effective October 29, 2014 and December 18, 2014.
|
10-K
|
001-33368
|
10.33
|
03/13/15
|
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|
10.30+
|
|
License Agreement, dated as of November 5, 2013, by and between Glu and Kimsaprincess, Inc., as amended June 13, 2014 and September 2, 2014.
|
10-Q
|
001-33368
|
10.01
|
11/10/14
|
|
|
|
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|
10.31+
|
|
Amendment No. 3 dated September 16, 2016 to License Agreement, dated as of November 5, 2013, by and between Glu and Kimsaprincess, Inc., as previously amended June 13, 2014 and September 2, 2014.
|
10-Q
|
001-33368
|
10.01
|
11/09/16
|
|
|
|
|
|
|
|
|
|
21.01
|
|
List of Subsidiaries of Glu Mobile Inc.
|
|
|
|
|
X
|
|
|
|
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|
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|
|
23.01
|
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
|
|
|
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|
X
|
|
|
|
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|
|
|
|
24.01
|
|
Power of Attorney (see the Signature Page to this report).
|
|
|
|
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|
|
|
|
31.01
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
31.02
|
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.01
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(a)
/15d-14(a).*
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.02
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(a)/
15d-14(a). *
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Report Instance Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
#
Indicates a management compensatory plan or arrangement.
+
Certain portions of this exhibit have been omitted and have been filed separately with the SEC pursuant to an order granting confidential treatment issued by the SEC under Rule 24b-2 as promulgated under the Exchange Act.
*
This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Glu Mobile Inc. specifically incorporates it by reference.
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