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Acquisitions
6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Acquisitions

7. Acquisitions

 

Small Giant Acquisition

On January 2, 2019, we acquired 80% of all issued and outstanding share capital (including all rights to acquire share capital) of Small Giant, a Finnish Company, to expand our live service portfolio and new game pipeline, for total purchase consideration of $715.5 million. The remaining 20% will be acquired ratably for potential additional cash consideration payable annually based upon the achievement of specified profitability metrics by Small Giant during each of the three years following the closing. The equity rights and privileges of the remaining Small Giant shareholders lack the traditional rights and privileges associated with equity ownership and accordingly, the transaction is accounted for as if the Company acquired 100% of Small Giant on the acquisition date. The future payments associated with Zynga’s acquisition of the remaining 20% represent a contingent consideration obligation.

The total purchase consideration included $333.6 million in cash, $30.0 million of cash that was deposited into an escrow account for a period of 18 months as security for general representations and warranties, 63,794,746 shares of our Class A common stock valued at $253.9 million at the acquisition date and contingent consideration of $98.0 million at the acquisition date.  We will record changes in the fair value of the contingent consideration within our consolidated statement of operations in each future reporting period as they occur (see Note 4 – “Fair Value Measurements” for further discussion on this estimate).

Additionally, in connection with the transaction, the Company executed noncompetition agreements with the management of Small Giant for a term of three years following the acquisition date. However, the acquisition date estimated fair value of the noncompetition agreements was not material.

 

The following table summarizes the acquisition date fair value of the tangible assets, intangible assets, liabilities assumed, contingent consideration payable and related goodwill acquired from Small Giant (in thousands):

 

 

 

Total

 

Cash

 

$

34,193

 

Accounts receivable, net

 

 

22,974

 

Prepaid expenses

 

 

2,561

 

Intangible assets, net:

 

 

 

 

Developed technology, useful life of 5 years

 

 

155,000

 

Trade names, useful life of 7 years

 

 

32,000

 

Goodwill

 

 

529,290

 

Property and equipment, net

 

 

180

 

Right-of-use assets

 

 

883

 

Other non-current assets

 

 

120

 

Total assets acquired

 

 

777,201

 

Accounts payable

 

 

(1,716

)

Income tax payable

 

 

(5,623

)

Operating lease liabilities

 

 

(380

)

Other current liabilities

 

 

(16,126

)

Deferred tax liabilities, net

 

 

(37,400

)

Non-current operating lease liabilities

 

 

(503

)

Total liabilities

 

 

(61,748

)

Total purchase price consideration

 

$

715,453

 

 

 

 

 

 

Fair value of Zynga Stock Consideration  issued(1)

 

 

(253,903

)

Non-current contingent consideration payable

 

 

(98,000

)

Total cash consideration

 

$

363,550

 

 

 

 

(1)

The fair value of the Zynga Stock Consideration above is estimated based on the total shares issued of 63,794,746 and the closing stock price of Zynga’s Common A stock on January 2, 2019 of $3.98 per share.

 

The fair value of our intangible assets, net was determined using a risk-adjusted, discounted cash flow model.

 

Certain amounts noted above are preliminary and subject to change during the respective measurement period (up to one year from the acquisition date) as we obtain additional information for the preliminary fair value estimates of the assets acquired and liabilities assumed. The primary preliminary estimates that are not yet finalized relate to certain tangible assets and liabilities assumed, identifiable intangible assets, income and non-income based taxes and residual goodwill.

 

Goodwill, which is non-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. The weighted-average amortization period of the acquired intangible assets was 5.3 years at acquisition.

 

The results of operations from Small Giant have been included in our consolidated statement of operations since the date of acquisition. During the three and six months ended June 30, 2019, Small Giant represented $37.0 million and $49.9 million of our total revenue, respectively, and $27.9 million and $70.8 million of our total net loss, respectively. Transaction costs incurred by the Company in connection with the Small Giant acquisition, including transfer taxes and professional fees, were $0.2 million and $7.6 million for the three and six months ended June 30, 2019, respectively, and were recorded within general and administrative expenses in our consolidated statements of operations.  

 

The following table summarizes the pro forma consolidated information of the Company assuming the acquisition of Small Giant had occurred as of January 1, 2018. The unaudited pro forma information for all periods presented includes the business combination accounting effects resulting from the acquisition, including amortization for intangible assets acquired, depreciation expense for tangible assets acquired, and recognition of tax benefits primarily related to the amortization of the intangible asset deferred tax liability. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2018.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Total revenue

 

$

306,500

 

 

$

238,554

 

 

$

571,903

 

 

$

459,802

 

Net loss

 

$

(55,598

)

 

$

(16,740

)

 

$

(177,462

)

 

$

(32,254

)

Basic and diluted earnings per share

 

$

(0.06

)

 

$

(0.02

)

 

$

(0.19

)

 

$

(0.03

)

 

The significant nonrecurring adjustments reflected in the pro forma consolidated information above include the reclassification of the transactions costs and the related income tax impacts incurred after the acquisition to the earliest period presented. Further, the pro forma consolidated net loss for the three and six months ended June 30, 2019 include the $26.6 million and $85.6 million of expense, respectively, recorded to Zynga’s consolidated statement of operations related to the increase in the estimated fair value of the Small Giant contingent consideration payable.