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ACQUISITIONS
 12 Months Ended
Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS ACQUISITIONS
Nordeus Acquisition
On June 1, 2021, we completed the acquisition of 94.5% of Nordeus Limited ("Nordeus"), a privately-held Irish holding company of a Belgrade, Serbia based free-to-play mobile game developer, for initial consideration of $120,488 in cash, 515 shares of our common stock, and a contingent earn-out consideration arrangement that requires us to pay up to an aggregate
of $153,000 in cash if Nordeus achieves certain performance measures over the 12- and 24-month periods following the closing. The cash portion was funded from our cash on hand. In addition, we exercised our option to purchase the remaining 5.5% of the outstanding equity of Nordeus for cash consideration of $12,375, in September 2021.

We acquired Nordeus as part of our ongoing strategy to expand selectively our portfolio of owned intellectual property and to diversify and strengthen further our mobile offerings.

The acquisition-date fair value of the consideration totaled $289,774, which consisted of the following:

Fair value of purchase consideration
Cash, including call option exercise$132,863 
Common stock (515 shares)
94,154 
Contingent earn-out$61,055 
Deferred payment$1,702 
Total$289,774 

The fair value of the contingent earn-out consideration arrangement at the acquisition date was $61,055. We estimated the fair value of the contingent earn-out consideration using a Monte Carlo simulation model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. (Refer to Note 4 - Fair Value Measurements.)

During the fiscal year ended March 31, 2022, we recognized General and administrative expense of $48,000, within our Consolidated Statements of Operations for the increase in fair value of the contingent earn-out consideration liability associated with the acquisition of Nordeus. We reported $66,025 within Accrued expenses and $43,030 within Other long-term liabilities in our Consolidated Balance Sheet as of March 31, 2022.

We used the acquisition method of accounting and recognized assets and liabilities at their fair value as of the date of acquisition, with the excess recorded to goodwill. The preliminary fair values of net tangible and intangible assets are management’s estimates based on the information available at the acquisition date and may change over the measurement period, which will end no later than one year from the acquisition date, as additional information is received. The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Nordeus:
Fair ValueWeighted average useful life
Cash acquired$22,566 N/A
Other tangible net assets18,174 N/A
Other liabilities assumed(63,283)N/A
Intangible Assets
Developed game technology186,500 9
User base3,200 1
Branding and trade names3,200 8
Game engine technology3,900 4
Goodwill115,517 N/A
Total$289,774 
Goodwill, which is not deductible for U.S. income tax purposes, is primarily attributable to the assembled workforce of the acquired business and expected synergies at the time of the acquisition.
The amounts of revenue and earnings of Nordeus included in our Consolidated Statement of Operations from the acquisition date to the fiscal year ending March 31, 2022 are as follows:
Fiscal Year Ended March 31, 2022
Net revenue$51,738 
Net loss$26,759 

The following table summarizes the pro-forma consolidated results of operations (unaudited) for the fiscal year ended March 31, 2022, as though the acquisition had occurred on April 1, 2020, the beginning of our fiscal year 2021 and Nordeus had been included in our consolidated results for the entire periods subsequent to that date.

Fiscal Year Ended March 31,
20222021
Pro forma Net revenue $3,514,644 $3,416,630 
Pro forma Net income$425,401 $583,182 

The unaudited pro-forma consolidated results above are based on the historical financial statements of the Company and Nordeus and not necessarily indicative of the results of operations that would have been achieved if the acquisition was completed at the beginning of fiscal year 2021 and are not indicative of the future operating results of the combined company. The financial information for Nordeus prior to the acquisition has been included in the pro-forma results of operations and includes certain adjustments to the historical consolidated financial statements of Nordeus to align with our accounting policies. The pro-forma consolidated results of operations also include the business combination accounting effects resulting from the acquisition, including amortization expense related to finite-lived intangible assets acquired and the related tax effects assuming that the business combination occurred on April 1, 2020.

Transaction costs of $5,100 for the fiscal year ended March 31, 2022, which have been recorded within General and administrative expense in our Consolidated Statements of Operations, have been excluded from the above pro-forma consolidated results of operations due to their non-recurring nature.


Asset Acquisition

In June 2021, we acquired two office buildings in the United Kingdom to use for office space for total cash consideration of $72,908. The transaction was treated as an asset acquisition, in which the cash consideration and direct transaction costs were allocated on a relative fair value basis to identified assets. The following table summarizes the acquisition date fair value of tangible assets, which are included within Fixed assets, net on our Consolidated Balance Sheets, and intangible assets, which are included within Intangible assets, net on our Consolidated Balance Sheets, acquired:

Fair ValueWeighted average useful life
Building$31,104 30
Land38,243 N/A
Lease-in-place intangible asset2,176 4
Total$71,523