Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 15, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ZNGA | |
Entity Registrant Name | Zynga Inc | |
Entity Central Index Key | 0001439404 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Class A common stock | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-35375 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 42-1733483 | |
Entity Address, Address Line One | 699 Eighth Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
City Area Code | 855 | |
Local Phone Number | 449-9642 | |
Entity Common Stock, Shares Outstanding | 1,137,273,677 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 826 | $ 984 |
Short-term investments | 10.5 | 169 |
Accounts receivable, net of allowance of $0.9 at March 31, 2022 and December 31, 2021 | 233.4 | 242.5 |
Restricted cash | 81 | 161 |
Prepaid expenses | 68.4 | 56.7 |
Other current assets | 47.4 | 35.4 |
Total current assets | 1,266.7 | 1,648.6 |
Goodwill | 3,586.8 | 3,601.1 |
Intangible assets, net | 834.8 | 900.5 |
Property and equipment, net | 36.6 | 30.3 |
Right-of-use assets | 84.1 | 86.4 |
Restricted cash | 0.2 | 40.2 |
Prepaid expenses | 18.9 | 25 |
Other non-current assets | 31.9 | 26.8 |
Total assets | 5,860 | 6,358.9 |
Current liabilities: | ||
Accounts payable | 48.4 | 95.6 |
Income tax payable | 30.9 | 52.2 |
Deferred revenue | 746.4 | 748.1 |
Operating lease liabilities | 17.9 | 17.1 |
Other current liabilities | 284 | 650.4 |
Total current liabilities | 1,127.6 | 1,563.4 |
Convertible senior notes, net | 1,542.1 | 1,343.8 |
Deferred revenue | 0.3 | 0.3 |
Deferred tax liabilities, net | 84.6 | 93.8 |
Non-current operating lease liabilities | 131.6 | 133.4 |
Other non-current liabilities | 67.7 | 112.3 |
Total liabilities | 2,953.9 | 3,247 |
Stockholders’ equity: | ||
Common stock, $0.00000625 par value and additional paid in capital - authorized shares: 2,020.5; shares outstanding: 1,137.3 shares as of March 31, 2022 and 1,130.5 as of December 31, 2021 | 5,398.6 | 5,625 |
Accumulated other comprehensive income (loss) | (138.3) | (107.1) |
Accumulated deficit | (2,354.2) | (2,406) |
Total stockholders’ equity | 2,906.1 | 3,111.9 |
Total liabilities and stockholders’ equity | $ 5,860 | $ 6,358.9 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 0.9 | $ 0.9 |
Common stock, par value | $ 0.00000625 | $ 0.00000625 |
Common stock, shares authorized | 2,020,500,000 | 2,020,500,000 |
Common stock, shares outstanding | 1,137,300,000 | 1,130,500,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Total revenue | $ 691.2 | $ 680.3 |
Costs and expenses: | ||
Cost of revenue | 252.2 | 260.7 |
Research and development | 112.4 | 140.7 |
Sales and marketing | 251.1 | 248.7 |
General and administrative | 60.5 | 35.7 |
Total costs and expenses | 676.2 | 685.8 |
Income (loss) from operations | 15 | (5.5) |
Interest income | 0.9 | 1.7 |
Interest expense | (3.1) | (14.7) |
Other income (expense), net | (15.7) | 8.9 |
Income (loss) before income taxes | (2.9) | (9.6) |
Provision for (benefit from) income taxes | 21.6 | 13.4 |
Net income (loss) | $ (24.5) | $ (23) |
Net income (loss) per share attributable to common stockholders: | ||
Basic | $ (0.02) | $ (0.02) |
Diluted | $ (0.02) | $ (0.02) |
Weighted-average common shares used to compute net income (loss) per share attributable to common stockholders: | ||
Basic | 1,133.2 | 1,084.4 |
Diluted | 1,133.2 | 1,084.4 |
Online Game [Member] | ||
Revenue: | ||
Total revenue | $ 537.7 | $ 557 |
Advertising and Other [Member] | ||
Revenue: | ||
Total revenue | $ 153.5 | $ 123.3 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income (loss) | $ (24.5) | $ (23) |
Other comprehensive income (loss), net of tax: | ||
Change in foreign currency translation adjustment | (31.2) | (15.5) |
Net change in unrealized gains (losses) on available-for-sale marketable debt securities | (0.1) | |
Other comprehensive income (loss), net of tax | (31.2) | (15.6) |
Comprehensive income (loss) | $ (55.7) | $ (38.6) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | RSUs [Member] | Class A Common stock [Member] | Class A Common stock [Member]RSUs [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Treasury Stock [Member]RSUs [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance, Value at Dec. 31, 2020 | $ 2,941.5 | $ 5,276.5 | $ (50.7) | $ (2,284.3) | |||||
Beginning balance, Shares at Dec. 31, 2020 | 1,081.6 | ||||||||
Exercise of stock options and ESPP | 10.5 | 10.5 | |||||||
Exercise of stock options and ESPP, Shares | 2.7 | ||||||||
Vesting of RSUs, net of tax withholdings | $ (8.2) | $ (8.2) | |||||||
Vesting of RSUs, net of tax withholdings, Shares | 4.5 | ||||||||
Stock-based compensation expense | 37.2 | 37.2 | |||||||
Retirements of treasury stock | $ 8.2 | (8.2) | |||||||
Net income (loss) | (23) | (23) | |||||||
Other comprehensive income (loss) | (15.6) | (15.6) | |||||||
Ending balance, Value at Mar. 31, 2021 | 2,942.4 | 5,324.2 | (66.3) | (2,315.5) | |||||
Ending balance, Shares at Mar. 31, 2021 | 1,088.8 | ||||||||
Beginning balance, Value at Dec. 31, 2021 | 3,111.9 | 5,625 | (107.1) | (2,406) | |||||
Beginning balance, Shares at Dec. 31, 2021 | 1,130.5 | ||||||||
Exercise of stock options and ESPP | 7.3 | 7.3 | |||||||
Exercise of stock options and ESPP, Shares | 1.2 | ||||||||
Vesting of RSUs, net of tax withholdings | $ (5.7) | $ (5.7) | |||||||
Vesting of RSUs, net of tax withholdings, Shares | 5.6 | ||||||||
Stock-based compensation expense | 45 | 45 | |||||||
Retirements of treasury stock | $ 5.7 | (5.7) | |||||||
Adoption of ASU 2020-06 | Adoption of ASU 2020-06 [Member] | (196.7) | (278.7) | 82 | ||||||
Net income (loss) | (24.5) | (24.5) | |||||||
Other comprehensive income (loss) | (31.2) | (31.2) | |||||||
Ending balance, Value at Mar. 31, 2022 | $ 2,906.1 | $ 5,398.6 | $ (138.3) | $ (2,354.2) | |||||
Ending balance, Shares at Mar. 31, 2022 | 1,137.3 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (24.5) | $ (23) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 69.2 | 56.5 |
Stock-based compensation expense | 45 | 37.2 |
(Gain) loss from derivatives, sale of investments and other assets and foreign currency, net | 26.6 | (9) |
Noncash lease expense | 3.9 | 4.2 |
Noncash interest expense | 1.6 | 13.2 |
Change in deferred income taxes and other | (9.3) | (15.2) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 8.2 | (59.5) |
Prepaid expenses and other assets | (19.2) | (2) |
Accounts payable | (46.3) | (18.8) |
Deferred revenue | 4.3 | 40.4 |
Income tax payable | (30) | 5.9 |
Operating lease and other liabilities | (232.2) | (193.6) |
Net cash provided by (used in) operating activities | (202.7) | (163.7) |
Cash flows from investing activities: | ||
Purchases of investments | (2.2) | (537.2) |
Maturities of investments | 84.8 | 83.9 |
Sales of investments | 74 | |
Acquisition of property and equipment | (10.3) | (1.7) |
Business combinations, net of cash acquired | (12.6) | (19.6) |
Release of restricted cash escrow from business combinations | (120) | |
Asset acquisitions of intangible assets | (1) | (0.9) |
Other investing activities, net | (20.4) | (0.3) |
Net cash provided by (used in) investing activities | (7.7) | (475.8) |
Cash flows from financing activities: | ||
Debt issuance costs paid | (0.9) | |
Taxes paid related to net share settlement of stockholders' equity awards | (5.7) | (8.2) |
Proceeds from issuance of common stock | 7.3 | 10.5 |
Acquisition-related contingent consideration payments | (56.6) | (25.1) |
Net cash provided by (used in) financing activities | (55) | (23.7) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (12.6) | (1.7) |
Net change in cash, cash equivalents and restricted cash | (278) | (664.9) |
Cash, cash equivalents and restricted cash, beginning of period | 1,185.2 | 1,500.4 |
Cash, cash equivalents and restricted cash, end of period | $ 907.2 | 835.5 |
Noncash investing activities: | ||
Acquisition-related deferred purchase consideration | $ 1.5 |
Overview and Summary of Signifi
Overview and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Overview and Summary of Significant Accounting Policies | 1. Overview and Summary of Significant Accounting Policies Organization and Description of Business Zynga Inc. (“Zynga,” “we” or the “Company”) is a global leader in interactive entertainment. We develop, market and operate social games as live services played on mobile platforms (such as Apple’s iOS and Google’s Android), social networking platforms (such as Facebook and Snapchat), Personal Computers (PCs), consoles (such as Nintendo’s Switch) and other platforms. Generally, all of our games are free to play, and we generate substantially all of our revenue through the sale of in-game virtual items and advertising services. We also operate a mobile programmatic advertising and monetization platform. Our operations are headquartered in San Francisco, California, and we have several operating locations in the U.S. as well as various international office locations in North America, Asia and Europe. We completed our initial public offering in December 2011 and our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ZNGA.” Proposed Merger with Take-Two On January 9, 2022, the Company entered into an Agreement and Plan of Merger with Take-Two Interactive Software, Inc. (“Take-Two”). Refer to Note 16 – “Proposed Merger with Take-Two” for further background on the combination. Basis of Presentation and Consolidation The accompanying interim consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The interim consolidated financial statements include the operations of the Company and its owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. Unaudited Interim Financial Information The accompanying interim consolidated balance sheet as of March 31, 2022, the interim consolidated statements of operations, statements of comprehensive income (loss), statements of stockholders’ equity and statements of cash flows for the three months ended March 31, 2022 and 2021 and the notes to the interim consolidated financial statements are unaudited. In management’s opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position and operating results for the periods presented. The results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full fiscal year or any other future period. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the interim consolidated financial statements and notes thereto. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the estimated average playing period of payers that we use for revenue recognition, useful lives of property and equipment and intangible assets, accrued liabilities, income taxes, the fair value of assets and liabilities acquired through business combinations, contingent consideration obligations, the discount rate used in measuring our operating lease liabilities, the interest rate used in calculating the present value of the initial liability component of our convertible senior notes, stock-based compensation expense and evaluation of recoverability of goodwill, intangible assets and long-lived assets and as necessary, estimates of fair value to measure impairment losses. Actual results could differ materially from those estimates. Recent Accounting Pronouncements Issued But Not Yet Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). The Company is currently assessing this standard’s impact on its consolidated financial statements. Issued And Adopted In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” no conversion feature separately recorded in equity Similarly, no portion of issuance costs will be allocated to equity under the ASU. The Company adopted the ASU on January 1, 2022 using the modified retrospective method. As a result of the adoption, the Company recognized a net increase to convertible senior notes, net of $196.7 million, primarily from the derecognition of the debt discount associated with the bifurcated equity component. The Company also recognized representing the cumulative interest expense previously recognized related to the accretion of the bifurcated conversion options |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | 2. Revenue from Contracts with Customers Disaggregation of Revenue The following table presents our revenue disaggregated by platform (in millions): Three Months Ended March 31, 2022 2021 Online game: Mobile $ 519.8 $ 538.7 Other (1) 17.9 18.3 Online game total $ 537.7 $ 557.0 Advertising and other: Mobile $ 152.4 $ 122.1 Other (1) 1.1 1.2 Advertising and other total $ 153.5 $ 123.3 Total revenue $ 691.2 $ 680.3 (1) Includes web revenue for online game and web advertising revenue and other revenue for advertising and other The following table presents our revenue disaggregated based on the geographic location of our payers (in millions): Three Months Ended March 31, 2022 2021 United States $ 422.9 $ 412.0 All other countries (1) 268.3 268.3 Total revenue $ 691.2 $ 680.3 (1) No foreign country exceeded 10% of our total revenue for any periods presented. The estimated weighted average playing period of payers was ten months for the three months ended March 31, 2022 and 2021. During the three months ended March 31, 2022, we deferred recognition of $6.8 million of online game revenue due to changes in our estimated average playing period of payers that required adjusting the recognition period of deferred revenue generated in prior periods. During the three months ended March 31, 2021, we accelerated the recognition of $1.9 million of online game revenue from changes in our estimated average playing period of payers that required adjusting the recognition period of deferred revenue generated in prior periods. Contract Balances We receive payments from our customers based on the payment terms established in our contracts. Payments for online game revenue are required at time of purchase, are non-refundable and relate to non-cancellable contracts that specify our performance obligations. Such payments are initially recorded to deferred revenue and are recognized into revenue as we satisfy our performance obligations. Further, payments made by our players are collected by payment processors and remitted to us generally within 45 days of invoicing. Our right to the payments collected on our behalf is unconditional and therefore recorded as accounts receivable, net of the associated payment processing fees. Payments for advertising arrangements, including advertising transactions generated through our demand side and supply side software platform, are due based on the contractually stated payment terms. The contract terms generally require payment within 30 to 60 days subsequent to the end of the month. Our right to payment from the customer is unconditional and therefore recorded as accounts receivable. Payments due to publishers are recorded as other current liabilities. During the three months ended March 31, 2022, we recognized $391.9 million of revenue that was included in the current deferred revenue balance on December 31, 2021. The decrease in accounts receivable, net during the three months ended March 31, 2022 was primarily driven by cash collections of current period and previously due amounts exceeding sales on account during the period. The decrease in deferred revenue during the three months ended March 31, 2022 was primarily driven by revenue recognized from the satisfaction of our performance obligations exceeding the sale of virtual items during the period. Unsatisfied Performance Obligations Substantially all of our unsatisfied performance obligations relate to contracts with an original expected length of one year or less. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Financial Instruments [Abstract] | |
Financial Instruments | 3. Financial Instruments Debt Securities The following tables summarize the amortized cost, gross unrealized gains and losses and fair value of our short-term debt securities as of March 31, 2022 and December 31, 2021 (in millions): March 31, 2022 Gross Gross Amortized Unrealized Unrealized Aggregate Cost Gains Losses Fair Value Short-term debt securities: Foreign certificates of deposit and time deposits $ 10.5 $ — $ — $ 10.5 Total $ 10.5 $ — $ — $ 10.5 December 31, 2021 Gross Gross Amortized Unrealized Unrealized Aggregate Cost Gains Losses Fair Value Short-term debt securities: Corporate debt securities $ 112.0 $ — $ — $ 112.0 Foreign certificates of deposit and time deposits 11.3 — — 11.3 Total $ 123.3 $ — $ — $ 123.3 Equity Securities We recognized a loss totaling $0.4 million and a gain totaling $0.2 million during the three months ended March 31, 2022 and 2021, respectively, as a component of other income (expense), net in our consolidated statement of operations associated with our mutual fund equity investments. Derivatives Beginning in July 2021, we entered into derivative instruments to manage certain of our foreign exchange risks. We use foreign currency contracts to reduce the risk that our cash flows, earnings and investment in foreign subsidiaries will be adversely affected by foreign currency exchange rate fluctuations. The Company records all derivatives net, as either other current assets or liabilities, at fair value. Designated Hedging Derivatives - Net Investment Hedge Certain foreign currency forward contracts are designated as net investment hedges to hedge foreign currency risks related to the Company’s investment in certain foreign subsidiaries. Changes in the fair value of the net investment hedge amounts that are included in the assessment of hedge effectiveness are recorded in other comprehensive income (loss) ("OCI") as a component of the foreign currency translation adjustment and the excluded components (e.g. forward points) from the assessment of hedge effectiveness are recognized in other income (expense) on a straight-line basis over the life of the hedge. Non-designated Hedging Derivatives - Other Derivatives Other derivatives not designated as hedging instruments consist of foreign currency forward contracts that are used to offset foreign currency risks associated with the remeasurement of certain intercompany loans, as well as certain contingent consideration payments. Gains and losses on these contracts are recognized in either other income (expense), net or research and development expenses in our consolidated statement of operations, depending on the underlying nature of the risk the derivative is designed to mitigate. The following table summarizes the notional amounts of our outstanding derivative instruments (in millions): March 31, 2022 Designated Hedging Derivatives: Foreign exchange contracts Net investment hedge $ 202.5 Non-Designated Hedging Derivatives: Foreign exchange contracts $ 304.3 The following table shows the gains and losses on designated hedging derivatives recognized in OCI (in millions): Gains (Losses) Recognized in OCI Three Months Ended March 31, 2022 Net Investment Hedging Derivatives: Foreign exchange contracts Amount included in the assessment of effectiveness $ 14.8 The following table shows the effect of derivative instruments recorded in other income (expense), net and research and development expenses in our consolidated statements of operations (in millions): Gains (Losses) Three Months Ended March 31, 2022 Net Investment Hedging Derivatives: Foreign exchange contracts Amount excluded from the assessment of effectiveness (recognized as a component of other income (expense), net) $ 0.3 Non-Designated Hedging Derivatives: Foreign exchange contracts (recognized as a component of other income (expense), net) $ (9.2 ) Foreign exchange contracts (recognized as a component of research and development expense) (11.9 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The composition of our financial assets and liabilities among the three levels of the fair value hierarchy are as follows (in millions): March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 20.0 $ — $ — $ 20.0 Foreign certificates of deposit and time deposits — 245.3 — 245.3 Short-term investments: Foreign certificates of deposit and time deposits — 10.5 — 10.5 Derivative assets: Designated hedging derivatives - foreign exchange contracts (1) — 14.8 — 14.8 Total financial assets $ 20.0 $ 270.6 $ — $ 290.6 Liabilities: Derivative liabilities: Non-designated hedging derivatives - foreign exchange contracts (1) $ — $ 3.8 $ — $ 3.8 Contingent consideration — — 7.3 7.3 Total financial liabilities $ — $ 3.8 $ 7.3 $ 11.1 (1) . December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 117.7 $ — $ — $ 117.7 Foreign certificates of deposit and time deposits — 216.4 — 216.4 Short-term investments: Corporate debt securities — 112.0 — 112.0 Foreign certificates of deposit and time deposits — 11.3 — 11.3 Mutual funds — 45.7 — 45.7 Derivative assets: Designated hedging derivatives - foreign exchange contracts (1) — 9.3 — 9.3 Total financial assets $ 117.7 $ 394.7 $ — $ 512.4 Liabilities: Derivative liabilities: Non-designated hedging derivatives - foreign exchange contracts (1) $ — $ 2.3 $ — $ 2.3 Contingent consideration — — 257.6 257.6 Total financial liabilities $ — $ 2.3 $ 257.6 $ 259.9 (1) . The following table presents the activity for the three months ended March 31, 2022 related to our Level 3 contingent consideration liabilities (in millions): Level 3 Liabilities: Contingent Consideration Balance as of December 31, 2021 $ 257.6 Additions — Fair value adjustments (25.7 ) Payments (224.6 ) Balance as of March 31, 2022 $ 7.3 In February and March 2022, the Company settled the final contingent consideration obligations related to its Rollic and Small Giant acquisitions in the amounts of $40.0 million and $224.6 million, respectively. For the three months ended March 31, 2022, we recognized expense of $0.1 million and a benefit of $17.7 million within research and development expenses in our consolidated statement of operations related to the Rollic and Small Giant contingent consideration, respectively. As of March 31, 2022, our contingent consideration obligations relate to the consideration payable in connection Rollic’s acquisitions of Creasaur, Zero Sum and Forgerhero (collectively, the “Rollic studio acquisitions”), in October 2021 (Creasaur and Zero Sum) and November 2021 (Forgerhero). Under the terms of the Rollic studio acquisitions, contingent consideration may be payable based on the achievement of certain future bookings metrics during each annual period following each individual acquisition’s respective acquisition date for a total of three years, with no maximum limit as to the contingent consideration achievable. For these acquisitions, we estimated the acquisition date fair value of the contingent consideration obligations using a discounted cash flow model. The significant unobservable inputs used in estimating these acquisition date fair value measurements were each entity’s projected performance and a risk-adjusted discount rate. We estimate the fair value of the Rollic studio acquisitions contingent consideration liabilities at each subsequent reporting period using a discounted cash flow model. The table below outlines the significant unobservable inputs used in estimating their fair values as of March 31, 2022, weighted by the relative fair value of each annual period’s obligation to the total obligation (in millions, except percentages): March 31, 2022 Range Weighted Average Annual bookings $6.9 - $34.8 $25.8 Discount rates 14.0% - 14.0% 14.0% Changes in the projected performance of the acquired studios could result in a higher or lower contingent consideration obligation in the future. The estimated fair value of the Rollic studio acquisitions contingent consideration obligations decreased from $15.3 million as of December 31, 2021 to $7.3 million as of March 31, 2022, driven by continued refinement of forecasted financial results. For the three months ended March 31, 2022, we recognized a benefit of $8.0 million within research and development expenses in our consolidated statements of operations related to the Rollic studio acquisitions. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consist of the following (in millions): March 31, December 31, 2022 2021 Computer equipment $ 36.1 $ 34.1 Software 36.6 36.4 Furniture and fixtures 8.5 8.0 Leasehold improvements 28.3 23.1 Total property and equipment, gross $ 109.5 $ 101.6 Less: Accumulated depreciation (72.9 ) (71.3 ) Total property and equipment, net $ 36.6 $ 30.3 The following represents our property and equipment, net by location (in millions): March 31, December 31, 2022 2021 United States $ 16.9 $ 12.2 Turkey 9.0 8.7 India 3.9 3.8 United Kingdom 3.2 3.1 All other countries ( 1) 3.6 2.5 Total property and equipment, net $ 36.6 $ 30.3 (1) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 6. Leases As of March 31, 2022, future lease payments related to our operating leases were as follows (in millions): Year ending December 31: Operating Leases Remaining 2022 $ 10.3 2023 24.3 2024 22.0 2025 17.6 2026 17.6 2027 18.2 Thereafter 71.5 Total lease payments 181.5 Less: Imputed interest (32.0 ) Total lease liability balance $ 149.5 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 7. Acquisitions Acquisition of NanoTribe GmbH (“NanoTribe”) On February 9, 2022, the Company acquired 100% of all issued and outstanding share capital of NanoTribe, a Germany-based company, in order to optimize its hyper-casual published game cost structure, The following table summarizes the acquisition date fair value of the assets, including intangible assets, liabilities assumed and related goodwill acquired from NanoTribe (in millions): Estimated Purchase Price Allocation Cash $ 0.2 Other current assets 0.1 Intangible assets, net: Developed technology, useful life of 1 year 1.5 Goodwill 7.5 Total assets acquired 9.3 Other current liabilities (0.1 ) Deferred tax liabilities, net (0.5 ) Total liabilities (0.6 ) Total cash consideration $ 8.7 Goodwill, which is deductible for tax purposes, represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is primarily attributable to the assembled workforce of the acquired business and expected synergies at the time of the acquisition. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 8. Goodwill and Intangible Assets, Net The following table presents the changes to goodwill for the three months ended March 31, 2022 (in millions): Goodwill Balance as of December 31, 2021 (1) $ 3,601.1 Additions 7.5 Foreign currency translation adjustments ( 2) (21.8 ) Balance as of March 31, 2021 (1) $ 3,586.8 (1) There are no accumulated impairment losses at the beginning or end of the period (2) The change is primarily related to translation adjustments on goodwill associated with the acquisitions of Small Giant and NaturalMotion, which have functional currencies denominated in the Euro and British Pound, respectively. The details of our acquisition-related intangible assets as of March 31, 2022 and December 31, 2021 are as follows (in millions): March 31, 2022 Gross Value Accumulated Amortization Net Book Developed technology $ 1,202.7 $ (575.9 ) $ 626.8 Trademarks, branding and domain names 250.9 (71.4 ) 179.5 Developer and customer relationships 44.7 (16.2 ) 28.5 Total $ 1,498.3 $ (663.5 ) $ 834.8 December 31, 2021 Gross Value Accumulated Amortization Net Book Developed technology $ 1,206.2 $ (525.3 ) $ 680.9 Trademarks, branding and domain names 251.8 (63.5 ) 188.3 Developer and customer relationships 44.7 (13.4 ) 31.3 Total $ 1,502.7 $ (602.2 ) $ 900.5 Our trademarks, branding and domain names intangible assets include $6.1 million of indefinite-lived intangible assets as of March 31, 2022 and December 31, 2021. The remaining assets were, and continue to be, amortized on a straight-line basis. Amortization expense related to intangible assets was $66.1 million and $52.8 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the weighted-average remaining useful lives of our acquired intangible assets were 3.4 years for developed technology, 5.4 years for trademarks, branding and domain names, 2.6 years for developer and customer relationships and 3.8 years in total, for all acquired intangible assets. As of March 31, 2022, future amortization expense related to our intangible assets is expected to be recognized as follows (in millions): Year ending December 31: Remaining 2022 $ 189.2 2023 234.8 2024 198.7 2025 123.8 2026 44.6 2027 21.4 Thereafter 16.2 Total $ 828.7 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The provision for income increased $8.2 million during the three months ended March 31, 2022 compared to the three months ended March 31, 2021. The increase was primarily driven by current tax expense associated with our Peak subsidiary, namely driven by the appreciation of the U.S. Dollar compared to the Turkish Lira. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Convertible Senior Notes On December 17, 2020, we issued $874.5 million aggregate principal amount of 0% Convertible Senior Notes due 2026 (the “2026 Notes”) including the initial purchasers’ full exercise of their option to purchase an additional $112.5 million principal amount of the 2026 Notes, in a private placement to qualified institutional buyers in an offering exempt from registration under the Securities Act of 1933. The net proceeds from the issuance of the 2026 Notes was $856.8 million after deducting transaction costs. On June 14, 2019, we issued $690.0 million aggregate principal amount of 0.25% Convertible Senior Notes due 2024 (the “2024 Notes”), including the initial purchasers’ full exercise of their option to purchase an additional $90.0 million principal amount of the 2024 Notes, in a private placement to qualified institutional buyers in an offering exempt from registration under the Securities Act of 1933. The net proceeds from the issuance of the 2024 Notes was $672.2 million after deducting transaction costs. The 2026 Notes and 2024 Notes are each governed by an indenture between us, as the issuer, and Wells Fargo Bank, National Association, as trustee. The 2026 Notes and 2024 Notes are senior unsecured obligations and rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to such notes; equal in right of payment to all of our existing and future liabilities that are not so subordinated; effectively junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities of our current or future subsidiaries (including trade payables). The indentures governing the 2026 Notes and 2024 Notes, as applicable, do not contain any financial covenants. The 2026 Notes and 2024 Notes mature on December 15, 2026 and June 1, 2024, respectively, unless earlier converted, redeemed or repurchased in accordance with their terms respectively prior to the maturity date. The 2026 Notes do not bear regular interest, and the principal amount does not accrete, while interest is payable semiannually on the 2024 Notes in arrears on June 1 and December 1 of each year. The 2026 Notes have an initial conversion rate of 76.5404 shares of our Class A common stock per $1,000 principal amount of 2026 Notes, which is equal to an initial conversion price of approximately $13.07 per share of our Class A common stock, subject to adjustment if certain events occur. The 2024 Notes have an initial conversion rate of 120.3695 shares of our Class A common stock per $1,000 principal amount of 2024 Notes, which is equal to an initial conversion price of approximately $8.31 per share of our Class A common stock, subject to adjustment if certain events occur. Following certain corporate events that occur prior to the maturity date or following our issuance of a notice of redemption, we will increase the conversion rate for a holder who elects to convert its 2026 Notes or 2024 Notes in connection with such corporate event or during the related redemption period in certain circumstances. Additionally, upon the occurrence of a corporate event that constitutes a “fundamental change” per the indentures, holders of the 2026 Notes and 2024 Notes may require us to repurchase for cash all or a portion of their respective 2026 Notes or 2024 Notes at a purchase price equal to 100% of the principal amount of the 2026 Notes and 2024 Notes plus accrued and unpaid interest. Prior to the close of business on the business day immediately preceding September 15, 2026 with respect to the 2026 Notes and March 1, 2024 with respect to the 2024 Notes, the 2026 Notes and 2024 Notes will be convertible only under the following circumstances: • during any calendar quarter, if the last reported sale price of our Class A common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the applicable series of the 2026 Notes or 2024 Notes on each applicable trading day; • during the five business-day period after any five consecutive trading-day period in which the trading price per $1,000 principal amount of each applicable series of the 2026 Notes or 2024 Notes for such trading day was less than 98% • if we call the 2026 Notes or 2024 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events described in the respective indentures. On or after the dates specified above, holders of the 2026 Notes and 2024 Notes may convert all or any portion of their 2026 Notes and 2024 Notes regardless of the foregoing conditions. Upon any conversion, holders will receive cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election. The Company may not redeem the 2026 Notes or 2024 Notes prior to December 20, 2023 and June 5, 2022, respectively. On or after those respective dates, the Company may redeem for cash all or any portion of the applicable series of the 2026 Notes or 2024 Notes, at its option, if the last reported sale price of our Class A common stock has been at least 130% of the conversion price of the applicable series of the 2026 Notes or 2024 Notes for at least 20 trading days during any 30 consecutive trading-day period ending on and including the trading day immediately preceding the date when the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the applicable series of the 2026 Notes or 2024 Notes to be redeemed, plus any accrued and unpaid interest or special interest, as applicable. As of March 31, 2022, the conditions allowing holders of the 2026 Notes or 2024 Notes to convert their respective series of the 2026 Notes and 2024 Notes have not been met and therefore both the 2026 Notes and 2024 Notes are not yet convertible. On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective method of adoption and accordingly, present the 2026 Notes and 2024 Notes as a single liability measured at amortized cost, with no conversion features separately recorded in equity. Further, as of January 1, 2022, transaction costs related to the issuance of the respective series of the 2026 Notes and 2024 Notes are no longer allocated between liability and equity components, but rather, are presented solely as reduction of the debt liability. Subsequent to January 1, 2022, the unamortized transaction costs are amortized to interest expense using the effective interest method over the terms of the respective series of 2026 Notes and 2024 Notes, using the same effective interest rate as prior to the adoption of ASU 2020-06. Refer to “Recent Accounting Pronouncements” included in Note 1 —“Overview and Summary of Significant Accounting Policies” for further discussion on the adoption of ASU 2020-06. Prior to January 1, 2022, we separately accounted for the liability and equity components of the 2026 Notes and 2024 Notes. We determined the initial carrying amount of the $707.4 million liability component of the 2026 Notes by calculating the present value of the cash flows using an effective interest rate of 3.5%. We determined the initial carrying amount of the $572.0 million liability component of the 2024 Notes by calculating the present value of the cash flows using an effective interest rate of 4.1%. The effective interest rates were determined based on non-convertible debt offerings, of similar sizes and terms, by companies with similar credit ratings and other observable market data (Level 2 inputs). Prior to January 1, 2022, the amount of the equity component, representing the conversion option, was $167.1 million for the 2026 Notes and $118.0 million for the 2024 Notes and was calculated by deducting the initial carrying value of the liability component from the principal amount of the 2026 Notes and 2024 Notes, respectively. This difference represented a debt discount that was initially amortized to interest expense over the 6-year and 5-year contractual periods of the 2026 Notes and 2024 Notes, respectively, using the effective interest rate method. Further, prior to January 1, 2022, we allocated transaction costs related to the issuance of the respective series of the 2026 Notes and 2024 Notes to the liability and equity components using the same proportions as the initial carrying value of the respective series of the 2026 Notes and 2024 Notes. The respective transaction costs were then initially amortized to interest expense using the effective interest method over the terms of the respective series of 2026 Notes and 2024 Notes. Transaction costs initially attributable to the liability component of the 2026 Notes and 2024 Notes were $14.3 million and $14.8 million, respectively, while transaction costs initially attributable to the equity component of the 2026 Notes and 2024 Notes were $3.4 million and $3.1 million, respectively. Prior to January 1, 2022, the transaction costs attributable to the equity component were accounted for consistently with the equity component of the 2026 Notes and 2024 Notes. The net carrying amount of the liability and equity components of the 2026 Notes and 2024 Notes as of March 31, 2022 were as follows (in millions): 2024 Notes 2026 Notes Total Liability component: Principal $ 690.0 $ 874.5 $ 1,564.5 Unamortized transaction costs (8.2 ) (14.2 ) (22.4 ) Net carrying amount $ 681.8 $ 860.3 $ 1,542.1 The net carrying amount of the liability and equity components of the 2026 Notes and 2024 Notes as of December 31, 2021 were as follows (in millions): 2024 Notes 2026 Notes Total Liability component: Principal $ 690.0 $ 874.5 $ 1,564.5 Unamortized debt discount (60.5 ) (140.6 ) (201.1 ) Unamortized transaction costs (7.6 ) (12.0 ) (19.6 ) Net carrying amount $ 621.9 $ 721.9 $ 1,343.8 Equity component, net of transaction costs $ 114.9 $ 163.7 $ 278.6 Interest expense recognized related to the 2026 Notes and 2024 Notes was as follows (in millions): Three Months Ended March 31, 2022 2021 Contractual interest expense $ 0.4 $ 0.4 Amortization of debt discount — 12.0 Amortization of transaction costs 1.6 1.2 Total $ 2.0 $ 13.6 As of March 31, 2022, the estimated fair value of the 2026 Notes and 2024 Notes was $891.3 million and $841.1 million, respectively. We estimated the fair value based on the quoted market prices in an inactive market on the last trading day of the reporting period, which are considered Level 2 inputs. Capped Call Transactions In connection with the offering of the 2026 Notes and 2024 Notes, the Company entered into privately negotiated capped call options with certain counterparties (the “2026 Capped Calls” and “2024 Capped Calls”, respectively). The 2026 Capped Calls have an initial strike price of approximately $13.07 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes and an initial cap price of $17.42 per share, subject to certain adjustments. The 2026 Capped Calls are intended to reduce the potential economic dilution of approximately 66.9 million shares to our Class A common stock upon any conversion of the 2026 Notes and/or offset any cash payments we make in excess of the principal amount of converted notes with such reduction and/or offset, as the case may be, subject to a maximum based on the cap price. The cost of $63.0 million incurred in connection with the 2026 Capped Calls was recorded as a reduction to additional paid-in capital. The 2024 Capped Calls have an initial strike price of approximately $8.31 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2024 Notes and an initial cap price of $12.54 per share, subject to certain adjustments. The 2024 Capped Calls are intended to reduce the potential economic dilution of approximately 83.1 million shares to our Class A common stock upon any conversion of the 2024 Notes and/or offset any cash payments we make in excess of the principal amount of converted notes with such reduction and/or offset, as the case may be, subject to a maximum based on the cap price. The cost of $73.8 million incurred in connection with the 2024 Capped Calls was recorded as a reduction to additional paid-in capital. As both the 2026 Capped Calls and 2024 Capped Calls are considered indexed to our own stock and are equity classified, they are recorded in stockholders’ equity and are not accounted for as derivatives. Convertible Senior Notes and Capped Call Transactions – Impact on Earnings per Share Beginning on and subsequent to January 1, 2022, the Company computes the potentially dilutive impact of the shares of Class A common stock related to the 2026 Notes and 2024 Notes under the if-converted method, which generally requires the assumption that the 2026 Notes and 2024 Notes convert into our Class A common stock at the beginning of the reporting period. Prior to January 1, 2022, the Company computed the potentially dilutive impact of the shares of Class A common stock related to the 2026 Notes and 2024 Notes using the treasury stock method, as we intended and expected to have the ability to settle the principal amount of the 2026 Notes and 2024 Notes in cash upon conversion. However, the 66.9 million shares initially underlying the conversion option of the 2026 Notes and the 83.1 million shares initially underlying the conversion option of the 2024 Notes did not have an impact on our diluted earnings per share unless the average market price of our Class A common stock exceeded the respective conversion price of the 2026 Notes and 2024 Notes during a period of net income. The 2026 Capped Calls and 2024 Capped Calls are excluded from the calculation of diluted earnings per share, as they would be antidilutive under the treasury stock method. Credit Facility In December 2020, the Company entered into a credit agreement (the “2020 Credit Agreement”) with certain financial institutions that provides for a three-year Under the 2020 Credit Agreement, at the Company’s option, revolving loans accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 0.50% to 1.00%, determined based on the Company’s consolidated leverage ratio for the four most recent fiscal quarters (the “Consolidated Leverage Ratio”) or (ii) the LIBOR rate (for interest periods of one, two, three or six months) plus a margin ranging from 1.50% to 2.00%, determined based on the Company’s Consolidated Leverage Ratio. The base rate is defined as the highest of (i) the federal funds rate, plus 0.50%, (ii) Bank of America, N.A.’s prime rate and (iii) the LIBOR rate for a one-month interest period plus 1.00%. The Company is also obligated to pay an ongoing commitment fee on undrawn amounts at a rate ranging from 0.25% to 0.35%, determined based on the Company’s Consolidated Leverage Ratio. As of March 31, 2022, we had no amounts outstanding under the 2020 Credit Agreement. |
Other Current and Non-Current L
Other Current and Non-Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current and Non-Current Liabilities | 11. Other Current and Non-Current Liabilities Other current liabilities consist of the following (in millions): March 31, December 31, 2022 2021 Accrued accounts payable $ 101.3 $ 81.1 Accrued payables from acquisitions 81.0 161.0 Accrued compensation liability 33.6 61.9 Value-added taxes payable 5.2 7.3 Contingent consideration payable 1.3 286.7 Other current liabilities 61.6 52.4 Total other current liabilities $ 284.0 $ 650.4 Our accrued compensation liability represents employee bonus and other payroll withholding expenses, while other current liabilities include various expenses that we accrue for sales and other taxes, customer deposits, accrued vendor expenses and deferred consideration payable from acquisitions. Other non-current liabilities consist of the following (in millions): March 31, December 31, 2022 2021 Deferred consideration payable $ 26.3 $ 26.0 Uncertain tax positions, including interest and penalties 22.3 22.0 Contingent consideration obligation 6.0 10.8 Accrued payables from acquisitions — 40.0 Other non-current liabilities 13.1 13.5 Total other non-current liabilities $ 67.7 $ 112.3 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity We recorded stock-based compensation expense related to grants of employee stock options, restricted stock units (“RSUs”) and performance and market-based awards in our consolidated statements of operations as follows (in millions): Three Months Ended March 31, 2022 2021 Cost of revenue $ 0.7 $ 0.6 Research and development 31.0 24.3 Sales and marketing 4.8 3.9 General and administrative 8.5 8.4 Total stock-based compensation expense $ 45.0 $ 37.2 Stock Option Activity The following table shows stock option activity for the three months ended March 31, 2022 (in millions, except weighted-average exercise price and weighted-average contractual term): Outstanding Options Aggregate Weighted- Weighted-Average Intrinsic Value of Average Exercise Price Stock Options Contractual Term Stock Options (per option) Outstanding (in years) Balance as of December 31, 2021 22.7 $ 3.56 $ 64.9 5.71 Granted — — Forfeited, expired and cancelled — — Exercised (0.2 ) 3.21 Balance as of March 31, 2022 22.5 $ 3.56 $ 127.8 5.37 RSU Activity The following table shows a summary of RSU activity for the three months ended March 31, 2022, which includes performance and market-based awards (in millions, except weighted-average grant date fair value): Outstanding RSUs Weighted-Average Aggregate Grant Date Fair Value Intrinsic Value of Shares (per share) Unvested RSUs Unvested as of December 31, 2021 62.4 $ 8.68 $ 399.4 Granted 17.6 8.86 Vested (5.8 ) 8.30 Forfeited (1.5 ) 8.50 Unvested as of March 31, 2022 72.7 $ 8.76 $ 671.7 Performance RSUs On March 15, 2022, the Company granted performance-based awards to certain executives and senior management (the “2022 Performance RSUs”) and members of studio management (the “2022 Studio Performance RSUs”). As it relates to the 2022 Performance RSUs, the number of shares earned will range from 0% to 150% of the target number of shares granted, depending on an adjusted operating cash flow metric for the year ended December 31, 2022 relative to pre-established thresholds. Shares earned (if any) based on the level of achievement will vest over a period of four years following the grant date, with 25% vesting on the one year anniversary of the grant date and the remaining quarterly thereafter, subject to continued service by the employees. The target number of shares granted totaled 1.1 million. As it relates to the 2022 Studio Performance RSUs, the number of shares earned will range from 0% to 100% of the target number of shares granted, depending on bookings and/or profitability metrics for the individual studios during the year ended December 31, 2022 relative to pre-established thresholds. Shares earned (if any) based on the level of achievement will vest over either one or four years following the grant date, depending on the terms of award. All of the 2022 Studio Performance RSUs are subject to continued service by the employees. The target number of shares granted across all of the 2022 Studio Performance RSUs totaled 0.9 million. Stock Repurchases In April 2018, a share repurchase program was authorized for up to $200.0 million of our outstanding Class A common stock (the “2018 Share Repurchase Program”). The 2018 Share Repurchase Program remained in effect until April 2022. During the three months ended March 31, 2022, no share repurchases were made under the 2018 Share Repurchase Program. As of March 31, 2022, we had $173.8 million remaining under the 2018 Share Repurchase Program. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2022 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 13. Accumulated Other Comprehensive Income (Loss) The following table shows a summary of changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2022 (in millions): Foreign Currency Translation Unrealized Gains (Losses) on Available-For- Sale Marketable Debt Securities Total Balance as of December 31, 2021 $ (107.1 ) $ — $ (107.1 ) Other comprehensive income (loss) before reclassifications (31.2 ) — (31.2 ) Amounts reclassified from accumulated other comprehensive income (loss) — — — Net other comprehensive income (loss), net of tax (31.2 ) — (31.2 ) Balance as of March 31, 2022 $ (138.3 ) $ — $ (138.3 ) |
Net Income (Loss) Per Share of
Net Income (Loss) Per Share of Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share of Common Stock | 14. Net Income (Loss) Per Share of Common Stock Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding, including potential dilutive securities. In computing diluted net income (loss) per share, net income (loss) attributable to common shareholders is re-allocated to reflect the potential impact of dilutive securities, including stock options, unvested RSUs, unvested performance and market-based RSUs, ESPP withholdings and convertible debt instruments. For periods in which we have generated a net loss or there is no income attributable to common stockholders, we do not include dilutive securities in our calculation of diluted net income (loss) per share, as the impact of these awards is anti-dilutive. The following tables set forth the computation of basic and diluted net income (loss) per share of common stock (in millions, except per share data): Three Months Ended March 31, 2022 2021 Basic and Diluted: Net income (loss) attributable to common stockholders $ (24.5 ) $ (23.0 ) Weighted-average common shares outstanding 1,133.2 1,084.4 Net income (loss) per share attributable to common stockholders $ (0.02 ) $ (0.02 ) The following weighted-average employee equity awards and convertible debt instruments were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in millions): Three Months Ended March 31, 2022 2021 Stock options and employee stock purchase plan 23.4 29.0 RSUs (including performance and market- based awards) 64.4 64.8 Convertible senior notes (1) 150.0 17.0 Total 237.8 110.8 (1) The amount shown for three months ended March 31, 2022 reflects the adoption of ASU 2020-06 and follows the if-converted method. Refer to “Recent Accounting Pronouncements” included in Note 1 —“Overview and Summary of Significant Accounting Policies” for further discussion on the adoption of ASU 2020-06. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies The amounts represented in the tables below reflect our minimum cash obligations for the respective calendar years based on contractual terms, but not necessarily the periods in which these costs will be expensed in the Company’s consolidated statement of operations. Licensor and Marketing Commitments We have entered into several contracts with licensors that contain minimum contractual royalty and marketing commitments that may not be dependent on any deliverables. As of March 31, 2022, future minimum contractual royalty payments due to licensors and associated marketing commitments for the licensed products are as follows (in millions): Year ending December 31: Remaining 2022 $ 11.0 2023 10.4 2024 — 2025 15.0 2026 5.0 Thereafter — Total $ 41.4 Other Purchase Commitments We have entered into several contracts primarily for hosting of data systems and other services. As of March 31, 2022, future minimum purchase commitments that have initial or remaining non-cancelable terms are as follows (in millions): Year ending December 31: Remaining 2022 $ 49.2 2023 51.7 2024 36.9 Thereafter — Total $ 137.8 Excluded from tables above is our uncertain income tax position liability of $22.3 million, which includes interest and penalties, as the Company cannot make a reasonably reliable estimate of the period of cash settlement. Legal Matters The Company is involved in legal and regulatory proceedings on an ongoing basis. Some of these proceedings are in early stages and may seek an indeterminate amount of damages. If the Company believes that a loss arising from such matters is probable and can be reasonably estimated, the Company accrues the estimated liability in its financial statements. If only a range of estimated losses can be determined, the Company accrues an amount within the range that, in its judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, the Company accrues the low end of the range. For proceedings in which an unfavorable outcome is reasonably possible but not probable and an estimate of the loss or range of losses arising from the proceeding can be made, the Company discloses such an estimate, if material. If such a loss or range of losses is not reasonably estimable, the Company discloses that fact. In assessing the materiality of a proceeding, the Company evaluates, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-monetary remedies sought by plaintiffs that may require changes to business practices in a manner that could have a material adverse impact on the Company’s business. Legal expenses are recognized as incurred. On September 12, 2019, the Company announced that an incident had occurred that may have involved player data (the “Data Incident”). Upon our discovery of the Data Incident, an investigation immediately commenced and advisors and third-party forensics firms were retained to assist. The investigation revealed that, during the third quarter of 2019, outside hackers illegally accessed certain player account information and other Zynga information, and that no financial information was accessed. The Company has provided notifications to players, investors, regulators and other third parties, where we believe notice was required or appropriate. The Company has exchanged correspondence with certain regulators as a result of the incident. The Company has also received and has responded to data subject access requests from certain European Union players of Zynga’s games. Since March 3, 2020, five consumer class action complaints have been filed in connection with the Data Incident in federal court. On March 3, 2020, two plaintiffs – minor “I.C.” (acting through his parent Nasim Chaudhri) and Amy Gitre – filed a class action complaint arising out of the Data Incident (the “ Chaudhri complaint”), generally alleging that Zynga failed to reasonably safeguard certain player information, including names, email addresses, and passwords (among other items); failed to provide them with timely notification of the breach; and made misleading representations concerning the safety and security of plaintiffs’ personal information. Plaintiffs allege claims against Zynga under several state law theories, including negligence, intrusion upon seclusion, failure to comply with data breach notification statutes, and unjust enrichment, and they seek injunctive relief and damages. Zynga filed a motion to compel arbitration and arbitration-related discovery on May 8, 2020. On March 23, 2020, plaintiffs Carol Johnson and Lisa Thomas filed a second class action complaint in the Northern District of California federal court (the “ Johnson complaint”). Similar to the Chaudhri complaint, the Johnson plaintiffs – residents of Missouri and Wisconsin – assert Zynga failed to adequately protect certain player information, including names, email addresses, and passwords (among other items). Plaintiffs contend that, despite Zynga’s representations in its privacy policy that sensitive player information would be adequately protected, plaintiffs’ passwords were stored using inadequate hashing methods or in plain text. Plaintiffs allege that the lack of adequate security measures caused them harm as a result of the Data Incident, and they assert numerous various claims against Zynga, including claims for negligence, negligence per se, unjust enrichment, declaratory relief, breach of confidence, breach of contract and implied contract, violations of California’s Unfair Competition Law (“UCL”, CGL 17200, et seq.), and state-specific violations of Missouri’s Merchandising Practices Act and Wisconsin’s Deceptive Trade Practices Act. Plaintiffs seek damages, as well as declaratory and injunctive relief. On May 26, 2020, Zynga filed a motion to compel arbitration and arbitration-related discovery. On April 15, 2020, plaintiffs Joseph Martinez IV and Daniel Petro, residents of Colorado and Iowa, filed a third class action complaint in the Northern District of California (the “ Martinez complaint”). Plaintiffs allege they are longtime Zynga players who were affected by the Data Incident. Similar to the Chaudhri and Johnson plaintiffs, the Martinez plaintiffs generally allege that Zynga failed to adequately store and protect or otherwise secure certain player information, including names, email addresses, and passwords (among other items); that Zynga used outdated and improper password encryption methods; that Zynga failed to adequately provide notice of the Data Incident; and that they have been harmed as a result of the Data Incident. Like the Johnson and Chaudhri plaintiffs , the Martinez plaintiffs assert claims for negligence, negligence per se, and unjust enrichment, as well as contractual claims, and claims for relief under multiple state consumer protection statutes. Additionally, the Martinez plaintiffs also assert misrepresentation and omission claims under California’s false advertising law and the California Consumer Legal Remedies Act. Plaintiffs seek injunctive and monetary relief on behalf of a nationwide class. Zynga responded to the Martinez complaint by filing a motion to compel arbitration on June 19, 2020. On June 9, 2020 plaintiffs James Oeste and Marissa Oeste, both residents of Maryland, filed a fourth class action complaint in the Northern District of Maryland (the “ Oeste Oeste Oeste Oeste On August 13, 2020, plaintiff Christopher Rosiak filed a fifth class action in the Northern District of California (the “ Rosiak Martinez On January 6, 2021, the Northern California district court issued an order in three of the above actions— Chaudhri Johnson Martinez Chaudhri, Johnson, Martinez Rosiak In response to the amended and consolidated complaint, on April 21, 2021, the Company filed renewed motions to compel arbitration in connection with the claims alleged by three of the individual named plaintiffs in the Chaudhri Johnson Martinez Rosiak On March 2, 2021, a class-action lawsuit (the “ Bourgeois CSR Racing 2 Empires & Puzzles FarmVille: Country Escape Dawn of Titans . On April 12, 2021, IGT and IGT Canada Solutions ULC (“IGT”) served Zynga with a lawsuit in the Western District of Texas federal court (the “IGT complaint”), accusing the Company of infringing United States Patent Nos. 8,708,791; 9,159,189; 7,168,089; 7,303,473; 8,795,064; and 8,266,212. The complaint, as amended on April 26, 2022, alleges that the following games and certain features contained within them infringe on the IGT patents: Zynga Poker Words With Friends FarmVille Hit It Rich! Slots On February 24, 2022, a putative class action complaint was filed in the U.S. District Court for the Western District of Washington by plaintiffs Tonda Ferrando and Dex Marzano, both of whom purport to be Washington residents, on behalf of a Washington class of individuals who made purchases in the Company’s online social casino games, including Hit it Rich! Black Diamond Casino Wizard of Oz Slots Willy Wonka Slots Game of Thrones ™ Slots Casino Beginning March 14, 2022, multiple individual complaints filed by individual shareholder plaintiffs in have been filed. The actions have been filed in differing jurisdictions, and to date include the following: Stein v. Zynga Inc., et al. , No. 22-cv-2091 (S.D. N.Y.); O’Dell v. Zynga Inc., et al ., No. 1:22-cv-02139 (S.D. N.Y.); Henninger v. Zynga Inc., et al. No. 3:22-cv-01694 (N.D. Cal.); Whitfield v. Zynga Inc., et al. No. 2:22-cv-01054 (E.D. Pa.); Baker v. Zynga Inc., et al. No. 1:22-cv-01514 (N.D. Cal.); LR Trust v. Zynga Inc., et al. No. 3:22-cv-01821-AGT (N.D. Cal.); Daks v. Zynga Inc., et al. No. 1:22-cv-02434 (S.D. N.Y.); Mercer v. Zynga Inc., et al. No. 1:22-cv-01691 (E.D. N.Y.); Bolyen v. Zynga Inc., et al. No. 1:22-cv-00393 (D. Del.); and Morano v. Zynga Inc., et al. No. 1:22-cv-03084 (S.D. N.Y.). and Zynga’s Definitive Proxy Statement filed on Schedule 14A with the SEC on April 7, 2022. , the independence of certain Zynga directors, and Goldman Sachs’ relationship with Take-Two In addition, on April 28, 2022, the shareholder plaintiff in the Morano action filed an amended complaint styled as a class action and also filed an application for a preliminary injunction. The plaintiff withdrew their application on May 2, 2022. On May 2, 2022, IBM served Zynga and its subsidiary Chartboost, Inc. with a lawsuit alleging patent infringement in the District of Delaware federal court. Specifically, the complaint alleges Zynga’s infringement of United States Patent Nos. 7,072,849 (the "'849 patent"), 7,631,346, and 7,702,719; and Chartboost's infringement of the '849 patent and United States Patent No. 8,315,904. The Company is reviewing the complaint, and intends to assert a vigorous defense. The Company intends to defend itself vigorously against all claims asserted. Except as disclosed above, at this time, the Company is unable to reasonably estimate the loss or range of loss, if any, arising from any of the above-referenced matters. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Proposed Merger with Take-Two On January 9, 2022, the Company entered into an Agreement and Plan of Merger, as amended on March 10, 2022 (the “Merger Agreement”), with Take-Two, Zebra MS I, Inc. (“Merger Sub 1”) and Zebra MS II, Inc. (“Merger Sub 2”), two wholly owned subsidiaries of Take-Two. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub 1 will be merged with and into Zynga (the “Merger”) with Zynga continuing as the surviving corporation and a wholly owned subsidiary of Take-Two, and immediately following the Merger, the surviving corporation in the Merger will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving corporation (the “Subsequent Merger” and together with the Merger, the “Combination”). The Merger Agreement has been and may be amended from time to time by its parties in accordance with its terms by action taken or authorized by their respective boards of directors . The Combination is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. As a result of the Combination, each issued and outstanding share of Zynga’s Class A Common Stock, other than dissenting shares and treasury shares, will be converted into a number of shares of Take-Two’s common stock (the “Stock Consideration”), equal to the Exchange Ratio (as defined below), and the right to receive $3.50 in cash. The “Exchange Ratio” will be the following: (i) if the Take-Two Common Stock Price (as defined below) is an amount greater than $181.88, then the Exchange Ratio is 0.0350; (ii) if the Take-Two Common Stock Price is an amount greater than or equal to $156.50 but less than or equal to $181.88, then the Exchange Ratio is an amount equal to the quotient (rounded to five decimal places) obtained by dividing (a) $6.36 by (b) the Take-Two Common Stock Price; and (iii) if the Take-Two Common Stock Price is less than $156.50, then the Exchange Ratio is 0.0406. “Take-Two Common Stock Price” will be the volume-weighted average sales price per share of Take-Two Common Stock on the Nasdaq Global Select Market for the consecutive period beginning at 9:30 a.m. New York time on the twenty-third trading day immediately preceding the closing date of the Combination and concluding at 4:00 p.m. New York time on the third trading day immediately preceding such closing date. The Merger Agreement also provides that at the effective time of the Combination (the “Effective Time”), (i) issued and outstanding options to purchase Zynga Common Stock will be assumed by Take-Two and automatically converted into options exercisable for shares of Take-Two Common Stock (the “Converted Options”), (ii) each issued and outstanding restricted stock unit award covering Zynga Common Stock will be assumed by Take-Two and automatically converted into a Take-Two restricted share unit award covering shares of Take-Two Common Stock (the “Converted RSUs”), and (iii) each issued and outstanding performance stock unit award covering Zynga Common Stock will be assumed by Take-Two and automatically converted into a Take-Two restricted share unit award covering a number of shares of Take-Two Common Stock determined based on the number of shares of Zynga Common Stock subject to the award immediately prior to the Effective Time as determined in accordance with the requirements of the applicable Zynga award agreement (the “Converted PSUs” and, together with the Converted Options, and the Converted RSUs, the “Converted Awards”), in each case with the number of shares (and exercise price, with respect to Converted Options) adjusted based on an exchange ratio that is intended to maintain the intrinsic value of the award immediately prior to the Effective Time. Following the Effective Time, the Converted Awards will vest based on continued service and will continue to be governed by substantially the same terms and conditions as were applicable to the corresponding Zynga equity awards immediately prior to the Effective Time. The Merger Agreement contains customary representations, warranties and covenants made by each of Zynga and Take-Two, including, among others, covenants by each of Zynga and Take-Two to (i) continue conducting its respective businesses in the ordinary course, consistent with past practice during the interim period between the execution of the Merger Agreement and consummation of the Combination, (ii) not engage in certain specified kinds of transactions during that period and (iii) unless the Merger Agreement is validly terminated, hold a meeting of its stockholders to vote upon, in the case of Zynga’s stockholders, the approval and adoption of the Merger Agreement and the Combination, and, in the case of Take-Two’s stockholders, the approval of both the issuance of the Stock Consideration and the adoption of an amendment to Take-Two’s Amended and Restated Certificate of Incorporation increasing the number of authorized shares of Take-Two Common Stock (the “Take-Two Charter Amendment”). Zynga and Take-Two have each called a special meeting of their respective stockholders to vote upon proposals to approve these and related matters, each to be held on May 19, 2022, at they may be adjourned or postponed in accordance with the terms of the Merger Agreement and applicable law. Zynga and Take-Two have agreed that, commencing at 12:01 a.m. (New York time) on February 25, 2022 (following the conclusion of a “go-shop” period that expired on February 24, 2022, in the case of Zynga), and commencing upon the execution of the Merger Agreement (in the case of Take-Two), Zynga and Take-Two will be subject to “no-shop” restrictions and will not, subject to certain exceptions set forth in the Merger Agreement, (i) solicit or knowingly encourage inquiries or proposals relating to alternative acquisition transactions or (ii) engage in discussions or negotiations regarding, or provide any non-public information to third parties in connection with, alternative acquisition proposals. In addition, each of Zynga and Take-Two have agreed that, subject to certain exceptions, its board of directors will not withdraw its respective recommendations to their respective stockholders in favor of the approval and adoption of Merger Agreement and the Combination (in the case of Zynga), or the approval of the issuance of the Stock Consideration and the adoption of the Take-Two Charter Amendment (in the case of Take-Two). The closing of the Combination is subject to certain conditions, including (i) the approval and adoption of the Merger Agreement and the Combination by Zynga’s stockholders, (ii) the approval of the issuance of the Stock Consideration and the Take-Two Charter Amendment by Take-Two’s stockholders, (iii) the expiration or termination of applicable waiting periods under the Hart- Scott- Rodino Antitrust Improvements Act of 1976 and clearance under the antitrust laws of certain non-United States jurisdictions, (iv) there having not occurred a material adverse effect on the other party, (v) the effectiveness of a registration statement on Form S-4 with respect to shares of Take-Two Common Stock to be issued in the Merger and (vi) other customary conditions. The applicable waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on February 23, 2022 and all other required antitrust approvals have been obtained as of the date of this quarterly report. The registration statement on Form S-4 with respect to shares of Take-Two Common Stock to be issued in the Merger was declared effective on April 7, 2022. Either Zynga or Take-Two may terminate the Merger Agreement if, among certain other circumstances, (i) the Combination has not become effective on or before January 9, 2023 or (ii) Zynga’s stockholders fail to approve and adopt the Merger Agreement and the Combination, or Take-Two’s stockholders fail to approve the issuance of the Stock Consideration and/or the adoption of the Take-Two Charter Amendment. Zynga may terminate the Merger Agreement in certain additional circumstances, including: (a) to allow Zynga to enter into a definitive agreement for an alternative business combination proposal that constitutes a “superior proposal” (as defined in the Merger Agreement), or (b) if Take-Two’s board of directors withdraws or adversely changes its recommendation to Take-Two’s stockholders in favor of the approval of the issuance of the Stock Consideration or the adoption of the Take-Two Charter Amendment. Take-Two may terminate the Merger Agreement in certain additional circumstances, including if Zynga’s board of directors withdraws or adversely changes its recommendation to Zynga’s stockholders in favor of the approval and adoption of the Merger Agreement and the Combination. The Merger Agreement provides for the payment of a “termination fee” upon the termination of the Merger Agreement in specified circumstances, including if the Merger Agreement is terminated by either Take-Two or Zynga as a result of an adverse change in the recommendation of the other party’s board of directors. In the event that Zynga terminates the Merger Agreement following an adverse change in the recommendation of Take-Two’s board of directors, Take-Two would be required to pay to Zynga a termination fee of $550.0 million. In the event that Take-Two terminates the Merger Agreement following an adverse change in the recommendation of Zynga’s board of directors, Zynga would be required to pay to Take-Two a termination fee of $550.0 million. In addition, Zynga is required to pay to Take-Two a termination fee of $550 million if Zynga terminates the Merger Agreement to enter into a definitive agreement for an alternative acquisition proposal for Zynga that constitutes a “superior proposal.” If the Merger Agreement is terminated because Zynga’s stockholders fail to approve the adoption of the Merger Agreement and the Combination, and Take-Two’s stockholders approve the issuance of the Stock Consideration and the adoption of the Take-Two Charter Amendment, Zynga will be required to pay Take-Two an expense reimbursement of $50.0 million. If the Merger Agreement is terminated because Take-Two’s stockholders fail to approve the issuance of the Stock Consideration and the adoption of the Take-Two Charter Amendment, and Zynga’s stockholders approve the adoption of the Merger Agreement and the Combination, Take-Two will be required to pay to Zynga an expense reimbursement of $50.0 million. |
Overview and Summary of Signi_2
Overview and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying interim consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The interim consolidated financial statements include the operations of the Company and its owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim consolidated balance sheet as of March 31, 2022, the interim consolidated statements of operations, statements of comprehensive income (loss), statements of stockholders’ equity and statements of cash flows for the three months ended March 31, 2022 and 2021 and the notes to the interim consolidated financial statements are unaudited. In management’s opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position and operating results for the periods presented. The results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full fiscal year or any other future period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the interim consolidated financial statements and notes thereto. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the estimated average playing period of payers that we use for revenue recognition, useful lives of property and equipment and intangible assets, accrued liabilities, income taxes, the fair value of assets and liabilities acquired through business combinations, contingent consideration obligations, the discount rate used in measuring our operating lease liabilities, the interest rate used in calculating the present value of the initial liability component of our convertible senior notes, stock-based compensation expense and evaluation of recoverability of goodwill, intangible assets and long-lived assets and as necessary, estimates of fair value to measure impairment losses. Actual results could differ materially from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Issued But Not Yet Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). The Company is currently assessing this standard’s impact on its consolidated financial statements. Issued And Adopted In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” no conversion feature separately recorded in equity Similarly, no portion of issuance costs will be allocated to equity under the ASU. The Company adopted the ASU on January 1, 2022 using the modified retrospective method. As a result of the adoption, the Company recognized a net increase to convertible senior notes, net of $196.7 million, primarily from the derecognition of the debt discount associated with the bifurcated equity component. The Company also recognized representing the cumulative interest expense previously recognized related to the accretion of the bifurcated conversion options |
Debt | On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective method of adoption and accordingly, present the 2026 Notes and 2024 Notes as a single liability measured at amortized cost, with no conversion features separately recorded in equity. Further, as of January 1, 2022, transaction costs related to the issuance of the respective series of the 2026 Notes and 2024 Notes are no longer allocated between liability and equity components, but rather, are presented solely as reduction of the debt liability. Subsequent to January 1, 2022, the unamortized transaction costs are amortized to interest expense using the effective interest method over the terms of the respective series of 2026 Notes and 2024 Notes, using the same effective interest rate as prior to the adoption of ASU 2020-06. Refer to “Recent Accounting Pronouncements” included in Note 1 —“Overview and Summary of Significant Accounting Policies” for further discussion on the adoption of ASU 2020-06. Prior to January 1, 2022, we separately accounted for the liability and equity components of the 2026 Notes and 2024 Notes. We determined the initial carrying amount of the $707.4 million liability component of the 2026 Notes by calculating the present value of the cash flows using an effective interest rate of 3.5%. We determined the initial carrying amount of the $572.0 million liability component of the 2024 Notes by calculating the present value of the cash flows using an effective interest rate of 4.1%. The effective interest rates were determined based on non-convertible debt offerings, of similar sizes and terms, by companies with similar credit ratings and other observable market data (Level 2 inputs). Prior to January 1, 2022, the amount of the equity component, representing the conversion option, was $167.1 million for the 2026 Notes and $118.0 million for the 2024 Notes and was calculated by deducting the initial carrying value of the liability component from the principal amount of the 2026 Notes and 2024 Notes, respectively. This difference represented a debt discount that was initially amortized to interest expense over the 6-year and 5-year contractual periods of the 2026 Notes and 2024 Notes, respectively, using the effective interest rate method. Further, prior to January 1, 2022, we allocated transaction costs related to the issuance of the respective series of the 2026 Notes and 2024 Notes to the liability and equity components using the same proportions as the initial carrying value of the respective series of the 2026 Notes and 2024 Notes. The respective transaction costs were then initially amortized to interest expense using the effective interest method over the terms of the respective series of 2026 Notes and 2024 Notes. Transaction costs initially attributable to the liability component of the 2026 Notes and 2024 Notes were $14.3 million and $14.8 million, respectively, while transaction costs initially attributable to the equity component of the 2026 Notes and 2024 Notes were $3.4 million and $3.1 million, respectively. Prior to January 1, 2022, the transaction costs attributable to the equity component were accounted for consistently with the equity component of the 2026 Notes and 2024 Notes. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregated Revenue | The following table presents our revenue disaggregated by platform (in millions): Three Months Ended March 31, 2022 2021 Online game: Mobile $ 519.8 $ 538.7 Other (1) 17.9 18.3 Online game total $ 537.7 $ 557.0 Advertising and other: Mobile $ 152.4 $ 122.1 Other (1) 1.1 1.2 Advertising and other total $ 153.5 $ 123.3 Total revenue $ 691.2 $ 680.3 (1) Includes web revenue for online game and web advertising revenue and other revenue for advertising and other The following table presents our revenue disaggregated based on the geographic location of our payers (in millions): Three Months Ended March 31, 2022 2021 United States $ 422.9 $ 412.0 All other countries (1) 268.3 268.3 Total revenue $ 691.2 $ 680.3 (1) No foreign country exceeded 10% of our total revenue for any periods presented. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Financial Instruments [Abstract] | |
Summary of Available-for-Sale Short-Term Investments | Debt Securities The following tables summarize the amortized cost, gross unrealized gains and losses and fair value of our short-term debt securities as of March 31, 2022 and December 31, 2021 (in millions): March 31, 2022 Gross Gross Amortized Unrealized Unrealized Aggregate Cost Gains Losses Fair Value Short-term debt securities: Foreign certificates of deposit and time deposits $ 10.5 $ — $ — $ 10.5 Total $ 10.5 $ — $ — $ 10.5 December 31, 2021 Gross Gross Amortized Unrealized Unrealized Aggregate Cost Gains Losses Fair Value Short-term debt securities: Corporate debt securities $ 112.0 $ — $ — $ 112.0 Foreign certificates of deposit and time deposits 11.3 — — 11.3 Total $ 123.3 $ — $ — $ 123.3 |
Summary of Notional Amounts of Outstanding Derivative Instruments | The following table summarizes the notional amounts of our outstanding derivative instruments (in millions): March 31, 2022 Designated Hedging Derivatives: Foreign exchange contracts Net investment hedge $ 202.5 Non-Designated Hedging Derivatives: Foreign exchange contracts $ 304.3 |
Summary of Gains and Losses on Designated Hedging Derivatives Recognized in OCI | The following table shows the gains and losses on designated hedging derivatives recognized in OCI (in millions): Gains (Losses) Recognized in OCI Three Months Ended March 31, 2022 Net Investment Hedging Derivatives: Foreign exchange contracts Amount included in the assessment of effectiveness $ 14.8 |
Summary of Effect of Derivative Instruments Recorded in Other Income (Expense), Net in Consolidate Statements of Operations | The following table shows the effect of derivative instruments recorded in other income (expense), net and research and development expenses in our consolidated statements of operations (in millions): Gains (Losses) Three Months Ended March 31, 2022 Net Investment Hedging Derivatives: Foreign exchange contracts Amount excluded from the assessment of effectiveness (recognized as a component of other income (expense), net) $ 0.3 Non-Designated Hedging Derivatives: Foreign exchange contracts (recognized as a component of other income (expense), net) $ (9.2 ) Foreign exchange contracts (recognized as a component of research and development expense) (11.9 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Assets and Liabilities Measured on Recurring Basis | The composition of our financial assets and liabilities among the three levels of the fair value hierarchy are as follows (in millions): March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 20.0 $ — $ — $ 20.0 Foreign certificates of deposit and time deposits — 245.3 — 245.3 Short-term investments: Foreign certificates of deposit and time deposits — 10.5 — 10.5 Derivative assets: Designated hedging derivatives - foreign exchange contracts (1) — 14.8 — 14.8 Total financial assets $ 20.0 $ 270.6 $ — $ 290.6 Liabilities: Derivative liabilities: Non-designated hedging derivatives - foreign exchange contracts (1) $ — $ 3.8 $ — $ 3.8 Contingent consideration — — 7.3 7.3 Total financial liabilities $ — $ 3.8 $ 7.3 $ 11.1 (1) . December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 117.7 $ — $ — $ 117.7 Foreign certificates of deposit and time deposits — 216.4 — 216.4 Short-term investments: Corporate debt securities — 112.0 — 112.0 Foreign certificates of deposit and time deposits — 11.3 — 11.3 Mutual funds — 45.7 — 45.7 Derivative assets: Designated hedging derivatives - foreign exchange contracts (1) — 9.3 — 9.3 Total financial assets $ 117.7 $ 394.7 $ — $ 512.4 Liabilities: Derivative liabilities: Non-designated hedging derivatives - foreign exchange contracts (1) $ — $ 2.3 $ — $ 2.3 Contingent consideration — — 257.6 257.6 Total financial liabilities $ — $ 2.3 $ 257.6 $ 259.9 (1) . |
Fair Value Liabilities Measured on Recurring Basis | The following table presents the activity for the three months ended March 31, 2022 related to our Level 3 contingent consideration liabilities (in millions): Level 3 Liabilities: Contingent Consideration Balance as of December 31, 2021 $ 257.6 Additions — Fair value adjustments (25.7 ) Payments (224.6 ) Balance as of March 31, 2022 $ 7.3 |
Significant Unobservable Inputs Used in Measuring the Fair Value | The table below outlines the significant unobservable inputs used in estimating their fair values as of March 31, 2022, weighted by the relative fair value of each annual period’s obligation to the total obligation (in millions, except percentages): March 31, 2022 Range Weighted Average Annual bookings $6.9 - $34.8 $25.8 Discount rates 14.0% - 14.0% 14.0% |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment, Net | Property and equipment, net consist of the following (in millions): March 31, December 31, 2022 2021 Computer equipment $ 36.1 $ 34.1 Software 36.6 36.4 Furniture and fixtures 8.5 8.0 Leasehold improvements 28.3 23.1 Total property and equipment, gross $ 109.5 $ 101.6 Less: Accumulated depreciation (72.9 ) (71.3 ) Total property and equipment, net $ 36.6 $ 30.3 |
Property and Equipment, Net | The following represents our property and equipment, net by location (in millions): March 31, December 31, 2022 2021 United States $ 16.9 $ 12.2 Turkey 9.0 8.7 India 3.9 3.8 United Kingdom 3.2 3.1 All other countries ( 1) 3.6 2.5 Total property and equipment, net $ 36.6 $ 30.3 (1) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Lease Payments Related to Our Operating Leases | As of March 31, 2022, future lease payments related to our operating leases were as follows (in millions): Year ending December 31: Operating Leases Remaining 2022 $ 10.3 2023 24.3 2024 22.0 2025 17.6 2026 17.6 2027 18.2 Thereafter 71.5 Total lease payments 181.5 Less: Imputed interest (32.0 ) Total lease liability balance $ 149.5 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Nano Tribe GmbH [Member] | |
Schedule of Acquisition Price Allocation | The following table summarizes the acquisition date fair value of the assets, including intangible assets, liabilities assumed and related goodwill acquired from NanoTribe (in millions): Estimated Purchase Price Allocation Cash $ 0.2 Other current assets 0.1 Intangible assets, net: Developed technology, useful life of 1 year 1.5 Goodwill 7.5 Total assets acquired 9.3 Other current liabilities (0.1 ) Deferred tax liabilities, net (0.5 ) Total liabilities (0.6 ) Total cash consideration $ 8.7 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes to Goodwill | The following table presents the changes to goodwill for the three months ended March 31, 2022 (in millions): Goodwill Balance as of December 31, 2021 (1) $ 3,601.1 Additions 7.5 Foreign currency translation adjustments ( 2) (21.8 ) Balance as of March 31, 2021 (1) $ 3,586.8 (1) There are no accumulated impairment losses at the beginning or end of the period (2) The change is primarily related to translation adjustments on goodwill associated with the acquisitions of Small Giant and NaturalMotion, which have functional currencies denominated in the Euro and British Pound, respectively. |
Acquisition-Related Intangible Assets | The details of our acquisition-related intangible assets as of March 31, 2022 and December 31, 2021 are as follows (in millions): March 31, 2022 Gross Value Accumulated Amortization Net Book Developed technology $ 1,202.7 $ (575.9 ) $ 626.8 Trademarks, branding and domain names 250.9 (71.4 ) 179.5 Developer and customer relationships 44.7 (16.2 ) 28.5 Total $ 1,498.3 $ (663.5 ) $ 834.8 December 31, 2021 Gross Value Accumulated Amortization Net Book Developed technology $ 1,206.2 $ (525.3 ) $ 680.9 Trademarks, branding and domain names 251.8 (63.5 ) 188.3 Developer and customer relationships 44.7 (13.4 ) 31.3 Total $ 1,502.7 $ (602.2 ) $ 900.5 |
Schedule of Finite Lived Intangible Assets Future Amortization Expense | As of March 31, 2022, future amortization expense related to our intangible assets is expected to be recognized as follows (in millions): Year ending December 31: Remaining 2022 $ 189.2 2023 234.8 2024 198.7 2025 123.8 2026 44.6 2027 21.4 Thereafter 16.2 Total $ 828.7 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount of Liability and Equity Components of Notes | The net carrying amount of the liability and equity components of the 2026 Notes and 2024 Notes as of March 31, 2022 were as follows (in millions): 2024 Notes 2026 Notes Total Liability component: Principal $ 690.0 $ 874.5 $ 1,564.5 Unamortized transaction costs (8.2 ) (14.2 ) (22.4 ) Net carrying amount $ 681.8 $ 860.3 $ 1,542.1 The net carrying amount of the liability and equity components of the 2026 Notes and 2024 Notes as of December 31, 2021 were as follows (in millions): 2024 Notes 2026 Notes Total Liability component: Principal $ 690.0 $ 874.5 $ 1,564.5 Unamortized debt discount (60.5 ) (140.6 ) (201.1 ) Unamortized transaction costs (7.6 ) (12.0 ) (19.6 ) Net carrying amount $ 621.9 $ 721.9 $ 1,343.8 Equity component, net of transaction costs $ 114.9 $ 163.7 $ 278.6 |
Schedule of Interest Expense Recognized Related to Notes | Interest expense recognized related to the 2026 Notes and 2024 Notes was as follows (in millions): Three Months Ended March 31, 2022 2021 Contractual interest expense $ 0.4 $ 0.4 Amortization of debt discount — 12.0 Amortization of transaction costs 1.6 1.2 Total $ 2.0 $ 13.6 |
Other Current and Non-Current_2
Other Current and Non-Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following (in millions): March 31, December 31, 2022 2021 Accrued accounts payable $ 101.3 $ 81.1 Accrued payables from acquisitions 81.0 161.0 Accrued compensation liability 33.6 61.9 Value-added taxes payable 5.2 7.3 Contingent consideration payable 1.3 286.7 Other current liabilities 61.6 52.4 Total other current liabilities $ 284.0 $ 650.4 |
Schedule of Other Non-Current Liabilities | Other non-current liabilities consist of the following (in millions): March 31, December 31, 2022 2021 Deferred consideration payable $ 26.3 $ 26.0 Uncertain tax positions, including interest and penalties 22.3 22.0 Contingent consideration obligation 6.0 10.8 Accrued payables from acquisitions — 40.0 Other non-current liabilities 13.1 13.5 Total other non-current liabilities $ 67.7 $ 112.3 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stock-Based Compensation Expense Related to Grants of Employee Stock Options, Restricted Stock Units (RSUs) and Performance and Market Based Awards | We recorded stock-based compensation expense related to grants of employee stock options, restricted stock units (“RSUs”) and performance and market-based awards in our consolidated statements of operations as follows (in millions): Three Months Ended March 31, 2022 2021 Cost of revenue $ 0.7 $ 0.6 Research and development 31.0 24.3 Sales and marketing 4.8 3.9 General and administrative 8.5 8.4 Total stock-based compensation expense $ 45.0 $ 37.2 |
Schedule of Share Based Compensation Stock Option Activity | The following table shows stock option activity for the three months ended March 31, 2022 (in millions, except weighted-average exercise price and weighted-average contractual term): Outstanding Options Aggregate Weighted- Weighted-Average Intrinsic Value of Average Exercise Price Stock Options Contractual Term Stock Options (per option) Outstanding (in years) Balance as of December 31, 2021 22.7 $ 3.56 $ 64.9 5.71 Granted — — Forfeited, expired and cancelled — — Exercised (0.2 ) 3.21 Balance as of March 31, 2022 22.5 $ 3.56 $ 127.8 5.37 |
Schedule of Share Based Compensation Restricted Stock Units Award Activity | The following table shows a summary of RSU activity for the three months ended March 31, 2022, which includes performance and market-based awards (in millions, except weighted-average grant date fair value): Outstanding RSUs Weighted-Average Aggregate Grant Date Fair Value Intrinsic Value of Shares (per share) Unvested RSUs Unvested as of December 31, 2021 62.4 $ 8.68 $ 399.4 Granted 17.6 8.86 Vested (5.8 ) 8.30 Forfeited (1.5 ) 8.50 Unvested as of March 31, 2022 72.7 $ 8.76 $ 671.7 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table shows a summary of changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2022 (in millions): Foreign Currency Translation Unrealized Gains (Losses) on Available-For- Sale Marketable Debt Securities Total Balance as of December 31, 2021 $ (107.1 ) $ — $ (107.1 ) Other comprehensive income (loss) before reclassifications (31.2 ) — (31.2 ) Amounts reclassified from accumulated other comprehensive income (loss) — — — Net other comprehensive income (loss), net of tax (31.2 ) — (31.2 ) Balance as of March 31, 2022 $ (138.3 ) $ — $ (138.3 ) |
Net Income (Loss) Per Share o_2
Net Income (Loss) Per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share of Common Stock | The following tables set forth the computation of basic and diluted net income (loss) per share of common stock (in millions, except per share data): Three Months Ended March 31, 2022 2021 Basic and Diluted: Net income (loss) attributable to common stockholders $ (24.5 ) $ (23.0 ) Weighted-average common shares outstanding 1,133.2 1,084.4 Net income (loss) per share attributable to common stockholders $ (0.02 ) $ (0.02 ) |
Shares Excluded from Calculation of Diluted Net Income (Loss) per Share | The following weighted-average employee equity awards and convertible debt instruments were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in millions): Three Months Ended March 31, 2022 2021 Stock options and employee stock purchase plan 23.4 29.0 RSUs (including performance and market- based awards) 64.4 64.8 Convertible senior notes (1) 150.0 17.0 Total 237.8 110.8 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Contractual Royalty Payments to Licensors and Marketing Commitments | We have entered into several contracts with licensors that contain minimum contractual royalty and marketing commitments that may not be dependent on any deliverables. As of March 31, 2022, future minimum contractual royalty payments due to licensors and associated marketing commitments for the licensed products are as follows (in millions): Year ending December 31: Remaining 2022 $ 11.0 2023 10.4 2024 — 2025 15.0 2026 5.0 Thereafter — Total $ 41.4 |
Schedule of Future Minimum Purchase Commitments | We have entered into several contracts primarily for hosting of data systems and other services. As of March 31, 2022, future minimum purchase commitments that have initial or remaining non-cancelable terms are as follows (in millions): Year ending December 31: Remaining 2022 $ 49.2 2023 51.7 2024 36.9 Thereafter — Total $ 137.8 |
Overview and Summary of Signi_3
Overview and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | Jan. 01, 2022 | Mar. 31, 2022 |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||
Initial offering period | December 2011 | |
ASU 2020-06 | ||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||
Increase in carrying amount of convertible senior notes | $ 196.7 | |
Decrease in additional paid-in capital | 278.7 | |
Decrease in retained earnings deficit | $ 82 | |
Change in accounting principle, accounting standards update, adopted | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2022 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Summary of Revenue Disaggregated by Platform (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 691.2 | $ 680.3 |
Mobile Online Game [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 519.8 | 538.7 |
Other Online game [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 17.9 | 18.3 |
Online Game [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 537.7 | 557 |
Mobile Advertising and Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 152.4 | 122.1 |
Web Advertising and Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 1.1 | 1.2 |
Advertising and Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 153.5 | $ 123.3 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Summary of Revenue disaggregated Based on Geographic Location (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 691.2 | $ 680.3 |
United States [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 422.9 | 412 |
All Other Countries [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 268.3 | $ 268.3 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Online game revenue from changes in our estimated average playing period | $ 6.8 | $ 1.9 |
Current deferred revenue recognized | $ 391.9 | |
Minimum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Contract payment term related to advertising arrangements | 30 days | |
Maximum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Contract payment term related to advertising arrangements | 60 days | |
Durable Virtual Items | ||
Disaggregation Of Revenue [Line Items] | ||
Estimated weighted average life of product | 10 months | 10 months |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Additional Information (Detail1) | Mar. 31, 2022 |
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-04-01 | |
Disaggregation Of Revenue [Line Items] | |
Expected length of unsatisfaction of performance obligations | 1 year |
Financial Instruments - Summary
Financial Instruments - Summary of Available-for-Sale Short-Term Investments (Detail) - Short-term Investments - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 10.5 | $ 123.3 |
Aggregate Fair Value | 10.5 | 123.3 |
Foreign Certificates of Deposit and Time Deposits [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 10.5 | 11.3 |
Aggregate Fair Value | $ 10.5 | 11.3 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 112 | |
Aggregate Fair Value | $ 112 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net Gain (Loss) [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Gain (loss) recognized, mutual fund equity investment | $ (0.4) | $ 0.2 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Notional Amounts of Outstanding Derivative Instruments (Detail) - Foreign Exchange Contracts [Member] $ in Millions | Mar. 31, 2022USD ($) |
Designated as Hedging Instruments [Member] | Net Investment Hedge [Member] | |
Derivative [Line Items] | |
Gross notional amounts of outstanding derivative instruments | $ 202.5 |
Not Designated as Hedging Instruments [Member] | |
Derivative [Line Items] | |
Gross notional amounts of outstanding derivative instruments | $ 304.3 |
Financial Instruments - Summa_3
Financial Instruments - Summary of Gains and Losses on Designated Hedging Derivatives Recognized in OCI (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Other Comprehensive Income (Loss) | Derivatives in Net Investment Hedging Relationships [Member] | Foreign Exchange Contracts [Member] | |
Derivative Instruments Gain Loss [Line Items] | |
Gains (Losses) Recognized in OCI, Amount included in the assessment of effectiveness | $ 14.8 |
Financial Instruments - Summa_4
Financial Instruments - Summary of Effect of Derivative Instruments Recorded in Other Income (Expense), Net in Consolidate Statements of Operations (Detail) - Foreign Exchange Contracts [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Not Designated as Hedging Instruments [Member] | Recognized as a Component of Other Income Expense, Net [Member] | |
Derivative Instruments Gain Loss [Line Items] | |
Foreign exchange contracts (recognized as a component of other income (expense), net) | $ (9.2) |
Not Designated as Hedging Instruments [Member] | Recognized as a Component of Research and Development Expense [Member] | |
Derivative Instruments Gain Loss [Line Items] | |
Foreign exchange contracts (recognized as a component of other income (expense), net) | (11.9) |
Derivatives in Net Investment Hedging Relationships [Member] | Recognized as a Component of Other Income Expense, Net [Member] | |
Derivative Instruments Gain Loss [Line Items] | |
Amount excluded from the assessment of effectiveness (recognized as a component of other income (expense), net) | $ 0.3 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value Measurements Recurring [Member] - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | $ 290.6 | $ 512.4 | ||
Liabilities Fair Value Disclosure Recurring | 11.1 | 259.9 | ||
Contingent Consideration [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities Fair Value Disclosure Recurring | 7.3 | 257.6 | ||
Cash Equivalents [Member] | Money Market Funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 20 | 117.7 | ||
Foreign Certificates Of Deposit And Time [Member] | Short-term Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 10.5 | 11.3 | ||
Foreign Certificates Of Deposit And Time [Member] | Cash Equivalents [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 245.3 | 216.4 | ||
Corporate Debt Securities [Member] | Short-term Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 112 | |||
Mutual Funds [Member] | Short-term Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 45.7 | |||
Foreign Exchange Contracts [Member] | Designated as Hedging Instruments [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 14.8 | 9.3 | ||
Foreign Exchange Contracts [Member] | Not Designated as Hedging Instruments [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | [1] | 3.8 | ||
Liabilities Fair Value Disclosure Recurring | [1] | $ 2.3 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 20 | $ 117.7 | ||
Fair Value, Inputs, Level 1 [Member] | Cash Equivalents [Member] | Money Market Funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 20 | 117.7 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 270.6 | 394.7 | ||
Liabilities Fair Value Disclosure Recurring | 3.8 | 2.3 | ||
Fair Value, Inputs, Level 2 [Member] | Foreign Certificates Of Deposit And Time [Member] | Short-term Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 10.5 | 11.3 | ||
Fair Value, Inputs, Level 2 [Member] | Foreign Certificates Of Deposit And Time [Member] | Cash Equivalents [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 245.3 | 216.4 | ||
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | Short-term Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 112 | |||
Fair Value, Inputs, Level 2 [Member] | Mutual Funds [Member] | Short-term Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 45.7 | |||
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Contracts [Member] | Designated as Hedging Instruments [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | 14.8 | 9.3 | ||
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Contracts [Member] | Not Designated as Hedging Instruments [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets Fair Value Disclosure Recurring | [1] | 3.8 | ||
Liabilities Fair Value Disclosure Recurring | [1] | 2.3 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities Fair Value Disclosure Recurring | 7.3 | 257.6 | ||
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities Fair Value Disclosure Recurring | $ 7.3 | $ 257.6 | ||
[1] | Designated hedging derivatives are presented net of the non-designated hedging derivatives within other current assets in the Company’s consolidated balance sheet . |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Liabilities Measured on Recurring Basis (Detail) - Fair Value Measurements Recurring [Member] - Fair Value, Inputs, Level 3 [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance as of December 31, 2021 | $ 257.6 |
Fair value adjustments | (25.7) |
Payments | (224.6) |
Balance as of March 31, 2022 | $ 7.3 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | |
Small Giant [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration obligation | $ 224.6 | ||
Small Giant [Member] | Recognized as a Component of Research and Development Expense [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration obligation, expense recognized | $ 17.7 | ||
Rollic [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration obligation | $ 40 | ||
Contingent consideration payable, total years | 3 years | ||
Rollic [Member] | Recognized as a Component of Research and Development Expense [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration obligation, expense recognized | $ 0.1 | ||
Rollic Studio [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration obligation | 7.3 | $ 15.3 | |
Rollic Studio [Member] | Recognized as a Component of Research and Development Expense [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration obligation, expense recognized | $ 8 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Inputs Used in Measuring the Fair Value (Detail) | Mar. 31, 2022 |
Bookings Growth Rates [Member] | Minimum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Significant Unobservable Inputs | 6.9 |
Bookings Growth Rates [Member] | Maximum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Significant Unobservable Inputs | 34.8 |
Bookings Growth Rates [Member] | Weighted Average | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Significant Unobservable Inputs | 25.8 |
Discount Rate [Member] | Minimum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Significant Unobservable Inputs | 14 |
Discount Rate [Member] | Maximum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Significant Unobservable Inputs | 14 |
Discount Rate [Member] | Weighted Average | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Significant Unobservable Inputs | 14 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 109.5 | $ 101.6 |
Less: Accumulated depreciation | (72.9) | (71.3) |
Total property and equipment, net | 36.6 | 30.3 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 36.1 | 34.1 |
Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 36.6 | 36.4 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 8.5 | 8 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 28.3 | $ 23.1 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | $ 36.6 | $ 30.3 | |
United States [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | 16.9 | 12.2 | |
Turkey [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | 9 | 8.7 | |
India [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | 3.9 | 3.8 | |
United Kingdom [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | 3.2 | 3.1 | |
All Other Countries [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | [1] | $ 3.6 | $ 2.5 |
[1] | No other foreign country exceeded 10% of our total property and equipment, net for any periods presented. |
Property and Equipment, Net -_2
Property and Equipment, Net - Property and Equipment, Net (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2022 | |
Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Maximum percentage limit for total property and equipment, net for foreign country | 10.00% |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Payments Related to Our Operating Leases (Detail) $ in Millions | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Remaining 2022 | $ 10.3 |
2023 | 24.3 |
2024 | 22 |
2025 | 17.6 |
2026 | 17.6 |
2027 | 18.2 |
Thereafter | 71.5 |
Total lease payments | 181.5 |
Less: Imputed interest | (32) |
Total lease liability balance | $ 149.5 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - Nano Tribe GmbH [Member] $ in Millions | Feb. 09, 2022USD ($) |
Business Acquisition [Line Items] | |
Business acquisition effective date of acquisition | Feb. 9, 2022 |
Percentage of acquired equity interest | 100.00% |
Business acquisition, cost of acquired entity | $ 8.7 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition Price Allocation (Detail) - USD ($) $ in Millions | Feb. 09, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Intangible assets, net: | ||||
Goodwill | $ 3,586.8 | $ 3,601.1 | $ 3,586.8 | |
Other current liabilities | $ (284) | $ (650.4) | ||
Nano Tribe GmbH [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 0.2 | |||
Other current assets | 0.1 | |||
Intangible assets, net: | ||||
Goodwill | 7.5 | |||
Total assets acquired | 9.3 | |||
Other current liabilities | (0.1) | |||
Deferred tax liabilities, net | (0.5) | |||
Total liabilities | (0.6) | |||
Total cash consideration | 8.7 | |||
Nano Tribe GmbH [Member] | Developed Technology, Useful Life of 1 Year [Member] | ||||
Intangible assets, net: | ||||
Intangible assets, net: | $ 1.5 |
Acquisitions - Schedule of Ac_2
Acquisitions - Schedule of Acquisition Price Allocation (Parenthetical) (Detail) | Feb. 09, 2022 |
Nano Tribe GmbH [Member] | Developed Technology, Useful Life of 1 Year [Member] | |
Business Acquisition [Line Items] | |
Intangible assets, useful life | 1 year |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Changes to Goodwill (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill Roll Forward | |
Additions | $ 7.5 |
Foreign currency translation adjustments | (21.8) |
Goodwill, ending balance | $ 3,586.8 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Changes to Goodwill (Parenthetical) (Detail) - USD ($) | Dec. 31, 2021 | Mar. 31, 2021 |
Goodwill Roll Forward | ||
Accumulated impairment losses | $ 0 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Acquisition-Related Intangible Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,498.3 | $ 1,502.7 |
Accumulated Amortization | (663.5) | (602.2) |
Net Book Value | 834.8 | 900.5 |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,202.7 | 1,206.2 |
Accumulated Amortization | (575.9) | (525.3) |
Net Book Value | 626.8 | 680.9 |
Trademarks, Branding and Domain Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 250.9 | 251.8 |
Accumulated Amortization | (71.4) | (63.5) |
Net Book Value | 179.5 | 188.3 |
Developer and Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 44.7 | 44.7 |
Accumulated Amortization | (16.2) | (13.4) |
Net Book Value | $ 28.5 | $ 31.3 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||
Weighted-average remaining useful lives of acquired intangible assets | 3 years 9 months 18 days | ||
Trademarks, Branding and Domain Names [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | $ 6.1 | $ 6.1 | |
Weighted-average remaining useful lives of acquired intangible assets | 5 years 4 months 24 days | ||
Other Intangible Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization Expense | $ 66.1 | $ 52.8 | |
Developed Technology [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-average remaining useful lives of acquired intangible assets | 3 years 4 months 24 days | ||
Developer and Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-average remaining useful lives of acquired intangible assets | 2 years 7 months 6 days |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Schedule of Finite Lived Intangible Assets Future Amortization Expense (Detail) $ in Millions | Mar. 31, 2022USD ($) |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | |
Remaining 2022 | $ 189.2 |
2023 | 234.8 |
2024 | 198.7 |
2025 | 123.8 |
2026 | 44.6 |
2027 | 21.4 |
Thereafter | 16.2 |
Total | $ 828.7 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Increase in provision for (benefit from) income taxes | $ 8.2 |
Debt - Additional Information (
Debt - Additional Information (Detail) shares in Millions, $ in Millions | Dec. 17, 2020USD ($)d$ / shares | Jun. 14, 2019USD ($)d$ / shares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021shares |
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 1,564.5 | $ 1,564.5 | |||||
Debt instrument carrying amount of equity component conversion option | $ 278.6 | ||||||
Anti-dilutive securities underlying conversion option | shares | 237.8 | 110.8 | |||||
Bank of America, N.A. [Member] | Credit Agreement [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit facility expiration period | 3 years | ||||||
Initial aggregate principal borrowing capacity amount | $ 425 | ||||||
Debt instrument interest rate, description | Under the 2020 Credit Agreement, at the Company’s option, revolving loans accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 0.50% to 1.00%, determined based on the Company’s consolidated leverage ratio for the four most recent fiscal quarters (the “Consolidated Leverage Ratio”) or (ii) the LIBOR rate (for interest periods of one, two, three or six months) plus a margin ranging from 1.50% to 2.00%, determined based on the Company’s Consolidated Leverage Ratio. The base rate is defined as the highest of (i) the federal funds rate, plus 0.50%, (ii) Bank of America, N.A.’s prime rate and (iii) the LIBOR rate for a one-month interest period plus 1.00%. | ||||||
Debt instrument commitment fee, description | The Company is also obligated to pay an ongoing commitment fee on undrawn amounts at a rate ranging from 0.25% to 0.35%, determined based on the Company’s Consolidated Leverage Ratio. | ||||||
Line of credit facility amount outstanding | $ 0 | ||||||
Bank of America, N.A. [Member] | Credit Agreement [Member] | Minimum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Payment for commitment fee, percentage | 0.25% | ||||||
Bank of America, N.A. [Member] | Credit Agreement [Member] | Maximum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Payment for commitment fee, percentage | 0.35% | ||||||
Bank of America, N.A. [Member] | Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument interest rate | 0.50% | 0.50% | 0.50% | 0.50% | |||
Bank of America, N.A. [Member] | Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument interest rate | 1.00% | 1.00% | 1.00% | 1.00% | |||
Bank of America, N.A. [Member] | Credit Agreement [Member] | LIBOR Rate [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument interest rate | 1.00% | ||||||
Bank of America, N.A. [Member] | Credit Agreement [Member] | LIBOR Rate [Member] | Minimum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument interest rate | 1.50% | ||||||
Bank of America, N.A. [Member] | Credit Agreement [Member] | LIBOR Rate [Member] | Maximum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument interest rate | 2.00% | ||||||
Bank of America, N.A. [Member] | Credit Agreement [Member] | Federal Funds Rate [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument interest rate | 0.50% | ||||||
Adoption of ASU 2020-06 [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2022 | ||||||
Common Class A [Member] | Convertible Senior Notes And Capped Call Transactions [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Anti-dilutive securities underlying conversion option | shares | 83.1 | ||||||
Common Class A [Member] | Convertible Senior Notes Due 2026 [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Anti-dilutive securities underlying conversion option | shares | 66.9 | ||||||
Convertible Senior Notes Due 2026 [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 874.5 | $ 874.5 | $ 874.5 | ||||
Debt instrument, interest rate | 0.00% | ||||||
Additional aggregate principal amount | $ 112.5 | ||||||
Proceeds from the issuance of notes | $ 856.8 | ||||||
Debt instrument maturity date | Dec. 15, 2026 | ||||||
Debt instrument payment terms | The 2026 Notes and 2024 Notes mature on December 15, 2026 and June 1, 2024, respectively, unless earlier converted, redeemed or repurchased in accordance with their terms respectively prior to the maturity date. The 2026 Notes do not bear regular interest, and the principal amount does not accrete, while interest is payable semiannually on the 2024 Notes in arrears on June 1 and December 1 of each year. | ||||||
Debt repurchase price percentage | 100.00% | ||||||
Debt instrument initial carrying amount | $ 707.4 | ||||||
Interest rate used to calculate the present value of the cash flows | 3.50% | ||||||
Debt instrument carrying amount of equity component conversion option | $ 167.1 | 163.7 | |||||
Contractual term | 6 years | ||||||
Transaction costs attributable to the liability component | $ 14.3 | ||||||
Transaction costs attributable to the equity component | $ 3.4 | ||||||
Convertible Senior Notes Due 2026 [Member] | Capped Call Transactions [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Initial strike price | $ / shares | 13.07 | ||||||
Initial cap price | $ / shares | 17.42 | ||||||
Cost incurred for Capped Calls | $ 63 | ||||||
Convertible Senior Notes Due 2026 [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument estimated fair value | $ 891.3 | ||||||
Convertible Senior Notes Due 2026 [Member] | Common Class A [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Initial conversion rate of common stock per $1,000 principal amount | 76.5404 | ||||||
Initial conversion price per share of common stock | $ / shares | $ 13.07 | ||||||
Debt instrument threshold trading days to trigger conversion feature | d | 20 | ||||||
Debt instrument threshold consecutive trading days to trigger conversion feature | d | 30 | ||||||
Debt instrument, minimum percentage of common stock price to determine eligibility of conversion | 130.00% | ||||||
Consecutive business trading period when trading price meets required criteria as a condition for conversion of debt | 5 days | ||||||
Trading price percentage of product of last reported sales price as a condition for conversion of debt | 98.00% | ||||||
Debt instrument redemption start date | Dec. 20, 2023 | ||||||
Debt instrument redemption price percentage | 100.00% | ||||||
Convertible Senior Notes Due 2026 [Member] | Common Class A [Member] | Capped Call Transactions [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Capped calls economic dilutive potential common stock shares | shares | 66.9 | ||||||
Convertible Senior Notes Due 2024 [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 690 | $ 690 | 690 | ||||
Debt instrument, interest rate | 0.25% | ||||||
Additional aggregate principal amount | $ 90 | ||||||
Proceeds from the issuance of notes | $ 672.2 | ||||||
Debt instrument maturity date | Jun. 1, 2024 | ||||||
Debt instrument payment terms | The 2026 Notes and 2024 Notes mature on December 15, 2026 and June 1, 2024, respectively, unless earlier converted, redeemed or repurchased in accordance with their terms respectively prior to the maturity date. The 2026 Notes do not bear regular interest, and the principal amount does not accrete, while interest is payable semiannually on the 2024 Notes in arrears on June 1 and December 1 of each year. | ||||||
Debt repurchase price percentage | 100.00% | ||||||
Debt instrument initial carrying amount | $ 572 | ||||||
Interest rate used to calculate the present value of the cash flows | 4.10% | ||||||
Debt instrument carrying amount of equity component conversion option | $ 118 | $ 114.9 | |||||
Contractual term | 5 years | ||||||
Transaction costs attributable to the liability component | $ 14.8 | ||||||
Transaction costs attributable to the equity component | $ 3.1 | ||||||
Convertible Senior Notes Due 2024 [Member] | Capped Call Transactions [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Initial strike price | $ / shares | 8.31 | ||||||
Initial cap price | $ / shares | 12.54 | ||||||
Cost incurred for Capped Calls | $ 73.8 | ||||||
Convertible Senior Notes Due 2024 [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument estimated fair value | $ 841.1 | ||||||
Convertible Senior Notes Due 2024 [Member] | Common Class A [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Initial conversion rate of common stock per $1,000 principal amount | 120.3695 | ||||||
Initial conversion price per share of common stock | $ / shares | $ 8.31 | ||||||
Debt instrument threshold trading days to trigger conversion feature | d | 20 | ||||||
Debt instrument threshold consecutive trading days to trigger conversion feature | d | 30 | ||||||
Debt instrument, minimum percentage of common stock price to determine eligibility of conversion | 130.00% | ||||||
Consecutive business trading period when trading price meets required criteria as a condition for conversion of debt | 5 days | ||||||
Trading price percentage of product of last reported sales price as a condition for conversion of debt | 98.00% | ||||||
Debt instrument redemption start date | Jun. 5, 2022 | ||||||
Debt instrument redemption price percentage | 100.00% | ||||||
Convertible Senior Notes Due 2024 [Member] | Common Class A [Member] | Capped Call Transactions [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Capped calls economic dilutive potential common stock shares | shares | 83.1 |
Debt - Schedule of Net Carrying
Debt - Schedule of Net Carrying Amount of Liability and Equity Components of Notes (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 17, 2020 | Jun. 14, 2019 |
Liability component: | ||||
Principal | $ 1,564.5 | $ 1,564.5 | ||
Unamortized transaction costs | (22.4) | (19.6) | ||
Net carrying amount | 1,542.1 | 1,343.8 | ||
Unamortized debt discount | (201.1) | |||
Equity component, net of transaction costs | 278.6 | |||
Convertible Senior Notes Due 2024 [Member] | ||||
Liability component: | ||||
Principal | 690 | 690 | $ 690 | |
Unamortized transaction costs | (8.2) | (7.6) | ||
Net carrying amount | 681.8 | 621.9 | ||
Unamortized debt discount | (60.5) | |||
Equity component, net of transaction costs | 114.9 | $ 118 | ||
Convertible Senior Notes Due 2026 [Member] | ||||
Liability component: | ||||
Principal | 874.5 | 874.5 | $ 874.5 | |
Unamortized transaction costs | (14.2) | (12) | ||
Net carrying amount | $ 860.3 | 721.9 | ||
Unamortized debt discount | (140.6) | |||
Equity component, net of transaction costs | $ 163.7 | $ 167.1 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense Recognized Related to Notes (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 0.4 | $ 0.4 |
Amortization of debt discount | 12 | |
Amortization of transaction costs | 1.6 | 1.2 |
Total | $ 2 | $ 13.6 |
Other Current and Non-Current_3
Other Current and Non-Current Liabilities - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Current [Abstract] | ||
Accrued accounts payable | $ 101.3 | $ 81.1 |
Accrued payables from acquisitions | 81 | 161 |
Accrued compensation liability | 33.6 | 61.9 |
Value-added taxes payable | 5.2 | 7.3 |
Contingent consideration payable | 1.3 | 286.7 |
Other current liabilities | 61.6 | 52.4 |
Total other current liabilities | $ 284 | $ 650.4 |
Other Current and Non-Current_4
Other Current and Non-Current Liabilities - Schedule of Other Non-Current Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Noncurrent [Abstract] | ||
Deferred consideration payable | $ 26.3 | $ 26 |
Uncertain tax positions, including interest and penalties | 22.3 | 22 |
Contingent consideration obligation | 6 | 10.8 |
Accrued payables from acquisitions | 40 | |
Other non-current liabilities | 13.1 | 13.5 |
Total other non-current liabilities | $ 67.7 | $ 112.3 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense Related to Grants of Employee Stock Options, Restricted Stock Units (RSUs) and Performance and Market Based Awards (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 45 | $ 37.2 |
Cost of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 0.7 | 0.6 |
Research and Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 31 | 24.3 |
Sales and Marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 4.8 | 3.9 |
General and Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 8.5 | $ 8.4 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share Based Compensation Stock Option Activity (Detail) - Zynga Stock Options [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock Options Outstanding, Beginning balance | 22.7 | |
Stock Options, Exercised | (0.2) | |
Stock Options Outstanding, Ending balance | 22.5 | 22.7 |
Outstanding Options, Weighted Average Exercise Price (per option), Beginning Balance | $ 3.56 | |
Weighted Average Exercise Price (per option), Exercised | 3.21 | |
Outstanding Options, Weighted Average Exercise Price (per option), Ending Balance | $ 3.56 | $ 3.56 |
Aggregate Intrinsic Value of Stock Options Outstanding | $ 127.8 | $ 64.9 |
Outstanding Options, Weighted Average Contractual Term (in years) | 5 years 4 months 13 days | 5 years 8 months 15 days |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Share Based Compensation Restricted Stock Units Award Activity (Detail) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Outstanding Shares, Beginning balance | shares | 62.4 |
Unvested Shares, Granted | shares | 17.6 |
Unvested Shares, Vested | shares | (5.8) |
Unvested Shares, Forfeited | shares | (1.5) |
Unvested Outstanding Shares, Ending balance | shares | 72.7 |
Unvested Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 8.68 |
Unvested Weighted Average Grant Date Fair Value, Granted | $ / shares | 8.86 |
Unvested Weighted Average Grant Date Fair Value, Vested | $ / shares | 8.30 |
Unvested Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 8.50 |
Unvested Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 8.76 |
Unvested, Aggregate Intrinsic Value of Unvested RSU | $ | $ 399.4 |
Unvested, Aggregate Intrinsic Value of Unvested RSU | $ | $ 671.7 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Mar. 15, 2022 | Mar. 31, 2022 | Apr. 30, 2018 |
2018 Share Repurchase Program [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Repurchase of common stock | 0 | ||
Stock repurchase program, remaining amount | $ 173,800,000 | ||
Maximum [Member] | Class A Common stock [Member] | 2018 Share Repurchase Program [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock repurchase program, authorized amount | $ 200,000,000 | ||
2022 Performance RSUs [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Conversion of stock description | the number of shares earned will range from 0% to 150% of the target number of shares granted, depending on an adjusted operating cash flow metric for the year ended December 31, 2022 relative to pre-established thresholds. Shares earned (if any) based on the level of achievement will vest over a period of four years following the grant date, with 25% vesting on the one year anniversary of the grant date and the remaining quarterly thereafter, subject to continued service by the employees | ||
Number of shares across all executives totaled | $ 1,100,000 | ||
Vesting period | 4 years | ||
2022 Performance RSUs [Member] | One Year Anniversary [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting rights, percentage | 25.00% | ||
2022 Performance RSUs [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of awards earned percentage | 0.00% | ||
2022 Performance RSUs [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of awards earned percentage | 150.00% | ||
2022 Studio Performance RSUs [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Conversion of stock description | the number of shares earned will range from 0% to 100% of the target number of shares granted, depending on bookings and/or profitability metrics for the individual studios during the year ended December 31, 2022 relative to pre-established thresholds. Shares earned (if any) based on the level of achievement will vest over either one or four years following the grant date, depending on the terms of award. All of the 2022 Studio Performance RSUs are subject to continued service by the employees. The target number of shares granted across all of the 2022 Studio Performance RSUs totaled 0.9 million | ||
Number of shares across all executives totaled | $ 900,000 | ||
2022 Studio Performance RSUs [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Number of awards earned percentage | 0.00% | ||
2022 Studio Performance RSUs [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Number of awards earned percentage | 100.00% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance, Value | $ 3,111.9 | $ 2,941.5 |
Other comprehensive income (loss), net of tax | (31.2) | (15.6) |
Ending balance, Value | 2,906.1 | 2,942.4 |
Foreign Currency Translation [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance, Value | (107.1) | |
Other comprehensive income (loss) before reclassifications, net of tax | (31.2) | |
Other comprehensive income (loss), net of tax | (31.2) | |
Ending balance, Value | (138.3) | |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance, Value | (107.1) | (50.7) |
Other comprehensive income (loss) before reclassifications, net of tax | (31.2) | |
Other comprehensive income (loss), net of tax | (31.2) | (15.6) |
Ending balance, Value | $ (138.3) | $ (66.3) |
Net Income (Loss) Per Share o_3
Net Income (Loss) Per Share of Common Stock - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic and Diluted: | ||
Net income (loss) attributable to common stockholders | $ (24.5) | $ (23) |
Weighted-average common shares outstanding | 1,133.2 | 1,084.4 |
Net income (loss) per share attributable to common stockholders | $ (0.02) | $ (0.02) |
Net Income (Loss) Per Share o_4
Net Income (Loss) Per Share of Common Stock - Shares Excluded from Calculation of Diluted Net Income (Loss) per Share (Detail) - shares shares in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share amount | 237.8 | 110.8 | |
Stock Options and Employee Stock Purchase Plan [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share amount | 23.4 | 29 | |
RSUs [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share amount | 64.4 | 64.8 | |
Convertible Senior Notes [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share amount | [1] | 150 | 17 |
[1] | The amount shown for three months ended March 31, 2022 reflects the adoption of ASU 2020-06 and follows the if-converted method. Refer to “Recent Accounting Pronouncements” included in Note 1 —“Overview and Summary of Significant Accounting Policies” for further discussion on the adoption of ASU 2020-06. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Contractual Royalty Payments to Licensors and Marketing Commitments (Detail) $ in Millions | Mar. 31, 2022USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remaining 2022 | $ 11 |
2023 | 10.4 |
2024 | 0 |
2025 | 15 |
2026 | 5 |
Thereafter | 0 |
Total | $ 41.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Purchase Commitments (Detail) $ in Millions | Mar. 31, 2022USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remaining 2022 | $ 49.2 |
2023 | 51.7 |
2024 | 36.9 |
Thereafter | 0 |
Total | $ 137.8 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | May 04, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | |||
Uncertain tax positions liability, including interest and penalties | $ 22.3 | $ 22 | |
Estimated accrued liability loss | $ 12 | ||
Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Parties agreed to a settlement, subject to court approval | $ 12 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Merger Agreement [Member] - Take-Two [Member] $ / shares in Units, $ in Millions | Jan. 09, 2022USD ($)$ / shares | Mar. 31, 2022 |
Subsequent Event [Line Items] | ||
Cash consideration per share | $ 3.50 | |
Common Stock Price Amount Greater than $181.88 [Member] | ||
Subsequent Event [Line Items] | ||
Share Price | $ 181.88 | |
Exchange ratio | 0.0350 | |
Common Stock Price Amount Greater Than or Equal to $156.50 but Less Than or Equal to $181.88 [Member] | ||
Subsequent Event [Line Items] | ||
Share Price | $ 6.36 | |
Common Stock Price Amount Greater Than or Equal to $156.50 but Less Than or Equal to $181.88 [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Share Price | 156.50 | |
Common Stock Price Amount Greater Than or Equal to $156.50 but Less Than or Equal to $181.88 [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Share Price | 181.88 | |
Common Stock Price Amount Less Than $156.50 [member] | ||
Subsequent Event [Line Items] | ||
Share Price | $ 156.50 | |
Exchange ratio | 0.0406 | |
Scenario One [Member] | ||
Subsequent Event [Line Items] | ||
Payments for merger termination | $ | $ 50 | |
Merger termination description | If the Merger Agreement is terminated because Zynga’s stockholders fail to approve the adoption of the Merger Agreement and the Combination, and Take-Two’s stockholders approve the issuance of the Stock Consideration and the adoption of the Take-Two Charter Amendment, Zynga will be required to pay Take-Two an expense reimbursement of $50.0 million. | |
Scenario One [Member] | Board of Directors [Member] | ||
Subsequent Event [Line Items] | ||
Payments for merger termination | $ | 550 | |
Merger termination description | In the event that Take-Two terminates the Merger Agreement following an adverse change in the recommendation of Zynga’s board of directors, Zynga would be required to pay to Take-Two a termination fee of $550.0 million. | |
Scenario Two [Member] | ||
Subsequent Event [Line Items] | ||
Merger termination description | If the Merger Agreement is terminated because Zynga’s stockholders fail to approve the adoption of the Merger Agreement and the Combination, and Take-Two’s stockholders approve the issuance of the Stock Consideration and the adoption of the Take-Two Charter Amendment, Zynga will be required to pay Take-Two an expense reimbursement of $50.0 million. | |
Proceeds from merger termination | $ | 50 | |
Scenario Two [Member] | Board of Directors [Member] | ||
Subsequent Event [Line Items] | ||
Merger termination description | In the event that Take-Two terminates the Merger Agreement following an adverse change in the recommendation of Zynga’s board of directors, Zynga would be required to pay to Take-Two a termination fee of $550.0 million. | |
Proceeds from merger termination | $ | 550 | |
Scenario Three [Member] | ||
Subsequent Event [Line Items] | ||
Payments for merger termination | $ | $ 550 | |
Merger termination description | In addition, Zynga is required to pay to Take-Two a termination fee of $550 million if Zynga terminates the Merger Agreement to enter into a definitive agreement for an alternative acquisition proposal for Zynga that constitutes a “superior proposal.” |