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EX-99.02 - EXHIBIT 99.02 - GLU MOBILE INCa50159634_ex99-02.htm

Exhibit 99.01

Glu Reports Fourth Quarter and Full Year 2011 Financial Results

  • 228% GAAP and 340% non-GAAP quarterly smartphone revenue growth year over year
  • 42% non-GAAP smartphone revenue growth quarter on quarter
  • Original IP expansion drove non-GAAP gross margins of 87% in Q4 2011
  • Continued growth in monthly and daily active users quarter over quarter with MAU reaching 31.4 million and DAU reaching 2.9 million.
  • Strong Top Grossing ranking for Contract Killer: Zombies, Blood and Glory and Frontline Commando on iOS and Android

SAN FRANCISCO--(BUSINESS WIRE)--February 7, 2012--Glu Mobile Inc. (NASDAQ:GLUU), a leading global developer and publisher of Social Mobile games for smartphone and tablet devices, today announced financial results for its fourth quarter and full year ended December 31, 2011.

“The fourth quarter was a strong finish to 2011 for Glu,” stated Niccolo de Masi, Chief Executive Officer of Glu. “Our non-GAAP freemium revenues grew 66% on a sequential basis, driven by strong growth in microtransactions and in-game advertising. We are continuing to successfully execute our freemium social strategy with growth coming from both our popular existing titles and the successful launches of a number of new games. With integration of our two 2011 acquisitions proceeding to plan, we look forward to 2012 smartphone revenue growth with confidence.”

Fourth Quarter 2011 Financial Highlights:

  • Revenue: Total GAAP revenue was $15.2 million for the fourth quarter of 2011 compared to $15.6 million in the fourth quarter of 2010. Total non-GAAP revenue was $20.1 million for the fourth quarter of 2011 compared to $15.5 million in the fourth quarter of 2010. Non-GAAP revenue excludes changes in deferred revenue. GAAP revenue for the fourth quarter of 2011 reflects a refinement in revenue recognition methodology for purchases of virtual currency and virtual goods. Deferred revenue increased from $0.8 million at the end of 2010 to $7.1 million at December 31, 2011.
  • GAAP Operating Loss: GAAP operating loss was $(9.8) million for the fourth quarter of 2011 compared to a $(5.1) million loss in the fourth quarter of 2010.
  • Non-GAAP Operating Loss: Non-GAAP operating loss was $(1.2) million for the fourth quarter of 2011 compared to non-GAAP operating loss of $(1.3) million during the fourth quarter of 2010. Non-GAAP operating loss excludes changes in deferred revenue and deferred royalty expense, stock-based compensation expense, amortization of intangible assets, restructuring charges, change in fair value of the Blammo earnout and transitional costs.
  • GAAP Net Loss and EPS: GAAP net loss was $(10.0) million for the fourth quarter of 2011 compared to a GAAP net loss of $(4.9) million for the fourth quarter of 2010. GAAP EPS was a loss of $(0.16) per basic share for the fourth quarter of 2011, based on 63.0 million weighted-average basic shares outstanding, compared to a loss of $(0.11) per basic share for the fourth quarter of 2010, based on 44.6 million weighted-average basic shares outstanding.
  • Non-GAAP Net Loss and EPS: Non-GAAP net loss was $(1.4) million for the fourth quarter of 2011 compared to $(1.1) million for the fourth quarter of 2010. Non-GAAP EPS was a loss of $(0.02) per basic share for the fourth quarter of 2011 based on 63.0 million weighted-average basic shares outstanding, compared to a loss of $(0.02) for the fourth quarter of 2010 based on 44.6 million weighted-average basic shares outstanding. In addition to the items excluded from non-GAAP operating loss, non-GAAP net loss also excludes foreign currency exchange gains and losses.
  • Cash Flows Used in Operations: Cash flows used in operations were $(4.3) million for the fourth quarter of 2011 compared to cash flows used in operations of $(0.3) million for the fourth quarter of 2010. Glu’s cash balance at December 31, 2011 was $32.2 million.

Selected Fourth Quarter of 2011 Operating Highlights and Metrics:

  • We launched 8 new freemium titles.
  • Our total GAAP smartphone revenues of $10.1 million grew 228% from Q4 2010 and comprised 66% of total GAAP revenues.
  • Our non-GAAP smartphone revenues of $15.0 million grew 340% from Q4 2010 and were 75% of total non-GAAP revenues.
  • Our non-GAAP freemium revenue (micro-transactions, in-game advertising and offers) grew 948% to $13.5 million compared to $1.3 million in Q4 2010.

Recent Developments and Strategic Initiatives:

  • We launched Blood & Glory and Frontline Commando on the Apple App Store and Android Market each of which achieved strong rankings in the Top Grossing charts on both platforms.
  • We launched Stardom on the Apple App Store which was the first title from our Blammo Games acquisition and which reached the Top 5 in both the Top Free and Top Grossing charts in the U.S.
  • We announced an update to the Gun Bros franchise – Multiplayer Deathmatch.
  • We announced the availability of Bug Village on Google+.
  • We have launched four of our freemium titles with in-app billing on Amazon’s Kindle Fire tablet. Glu now has 13 titles available on Amazon’s Kindle Fire tablet.

A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

“We are very pleased with our strong fourth quarter performance, which exceeded our expectations across all of our key metrics,” stated Eric R. Ludwig, Glu’s EVP and Chief Financial Officer. “With a healthy balance sheet and continued solid execution from our seven global studios, we believe we are well positioned to scale the business, leverage our growing user base and drive significant smartphone revenue growth in 2012.”


Fiscal 2011 Financial Highlights:

  • Revenue: Total GAAP revenue was $66.2 million for the year ended December 31, 2011 compared to $64.3 million for the year ended December 31, 2010. Total non-GAAP revenue was $72.9 million for the year ended December 31, 2011 compared to $64.3 million in the year ended December 31, 2010.
  • GAAP Operating Loss: GAAP operating loss was $(21.2) million for the year ended December 31, 2011 compared to $(11.4) million for the year ended December 31, 2010.
  • Non-GAAP Operating Loss: Non-GAAP operating loss was $(3.4) million for the year ended December 31, 2011 compared to $(1.7) million for the year ended December 31, 2010. Non-GAAP operating loss excludes changes in deferred revenue and deferred royalty expense, amortization of in-process development contracts, stock-based compensation expense, amortization of intangible assets, restructuring charges, change in fair value of the Blammo earnout and transitional costs.
  • GAAP Loss and EPS: GAAP net loss was $(21.1) million for the year ended December 31, 2011 (which includes a $0.5 million royalty impairment), compared to a GAAP net loss of $(13.4) million for the year ended December 31, 2010 (which includes a $0.7 million royalty impairment). GAAP EPS was a loss of $(0.37) for the year ended December 31, 2011, based on 57.5 million weighted-average basic shares outstanding, compared to a loss of $(0.38) for the year ended December 31, 2010, based on 35.4 million weighted-average basic shares outstanding.
  • Non-GAAP Net Loss and EPS: Non-GAAP net loss was $(4.0) million for the year ended December 31, 2011 compared to $(3.0) million for the year ended December 31, 2010. Non-GAAP EPS loss was $(0.07) for the year ended December 31, 2011, based on 57.5 million weighted-average basic shares outstanding, compared to a loss of $(0.08) for the year ended December 31, 2010, based on 35.4 million weighted-average basic shares outstanding. In addition to the items excluded from non-GAAP operating loss, non-GAAP net loss also excludes foreign currency exchange gains and losses.
  • Cash Flows Generated/(Used) in Operations: Cash flow used in operations was $(6.7) million for the year ended December 31, 2011 compared to $2.2 million generated from operations for the year ended December 31, 2010. Glu’s cash balance at the end of 2011 was $32.2 million, compared to $12.9 million at the end of 2010.

Business Outlook as of February 7, 2012:

The following forward-looking statements reflect expectations as of February 7, 2012. Results may be materially different and are affected by many factors, such as: consumer demand for mobile entertainment and specifically Glu’s mobile products; consumer demand for smartphones, tablets and next-generation platforms; development delays on Glu's products; continued uncertainty in the global economic environment; competition in the industry; storefront featuring; smartphone storefronts, carriers and other distributors maintaining their networks and provisioning systems to enable consumer purchases; changes in foreign exchange rates; Glu's effective tax rate and other factors detailed in this release and in Glu's SEC filings.


First Quarter Expectations – Quarter Ending March 31, 2012:

  • Non-GAAP revenue is expected to be between $17.5 million and $18.5 million and non-GAAP smartphone revenue is expected to be between $14.0 million and $15.0 million.
  • Non-GAAP gross margin is expected to be approximately 84%.
  • Non-GAAP operating expenses are expected to be approximately $20.0 million.
  • Adjusted EBITDA loss, defined as non-GAAP operating loss excluding depreciation of approximately $0.6 million, is expected to range from a loss of $(3.9) million to a loss of $(4.7) million.
  • Income tax expense is expected to be approximately $(0.5) million.
  • Non-GAAP net loss is expected to be between $(5.0) million and $(5.8) million, or a net loss of $(0.08) to $(0.09) per weighted-average basic share.
  • Weighted average common shares outstanding for the first quarter of 2012 are expected to be approximately 63.3 million basic and 68.2 million diluted.
  • Glu’s cash balance at March 31, 2012 is expected to be approximately $27.0 million.

2012 Expectations – Full Year Ending December 31, 2012:

  • Non-GAAP revenue is expected to be between $79.5 million and $85.5 million and non-GAAP smartphone revenue is expected to be between $71.0 million and $75.0 million.
  • Non-GAAP operating income/(loss) is expected to be slightly negative in the fourth quarter of 2012.
  • We expect to achieve break-even Adjusted EBITDA in the fourth quarter of 2012.

Quarterly Conference Call

Glu will discuss its quarterly results via teleconference today at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). Please dial (877) 311-0653, or if outside the U.S., (706) 634-7186, with conference ID #42209699 to access the conference call at least five minutes prior to the 1:30 p.m. Pacific Time start time. A live webcast and replay of the call as well as supplemental slides will also be available on the investor relations portion of the company's website at www.glu.com/investors. An audio replay will be available between 4:30 p.m. Pacific Time, February 7, 2012, and 8:59 p.m. Pacific Time, February 14, 2012, by calling (855) 859-2056, or (404) 537-3406, with conference ID #42209699.


Use of Non-GAAP Financial Measures

To supplement Glu's unaudited condensed consolidated financial data presented in accordance with GAAP, Glu uses certain non-GAAP measures of financial performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Glu's results of operations as determined in accordance with GAAP. The non-GAAP financial measures used by Glu include historical and estimated non-GAAP revenues, non-GAAP smartphone revenues, non-GAAP freemium revenues, non-GAAP operating expenses, non-GAAP gross margins, non-GAAP operating income/loss, non-GAAP net loss and non-GAAP basic and diluted net loss per share. These non-GAAP financial measures exclude the following items from Glu's unaudited consolidated statements of operations:

  • Change in deferred revenues and royalties;
  • Amortization of in-process development contracts
  • Amortization of intangible assets;
  • Stock-based compensation expense;
  • Restructuring charges;
  • Change in fair value of Blammo earnout;
  • Transitional costs; and
  • Foreign currency exchange gains and losses primarily related to the revaluation of assets and liabilities.

In addition, Glu has included in this release “Adjusted EBITDA” figures which are used to evaluate Glu’s operating performance and is defined as non-GAAP net income/(loss) excluding interest, taxes and depreciation.

Glu may consider whether other significant non-recurring items that arise in the future should also be excluded in calculating the non-GAAP financial measures it uses.

Glu believes that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding Glu's performance by excluding certain items that may not be indicative of Glu's core business, operating results or future outlook. Glu's management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing Glu's operating results, as well as when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate comparisons of Glu's performance to prior periods.


Cautions Regarding Forward-Looking Statements

This news release contains forward-looking statements, including those regarding our "Business Outlook" ("First Quarter Expectations – Quarter Ending March 31, 2012" and “2012 Expectations – Full Year Ending December 31, 2012”); the statement that we look forward to 2012 smartphone revenue growth with confidence and our belief that with a healthy balance sheet and continued solid execution from our seven global studios, Glu is well positioned to scale the business, leverage our growing user base and drive significant smartphone revenue growth in 2012. These forward-looking statements are subject to material risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Investors should consider important risk factors, which include: the risks identified under "Business Outlook as of February 7, 2012"; the risk that Glu will be unable to successfully integrate both Griptonite and Blammo and its employees and achieve expected synergies, the risk that Glu will have difficulty retaining key employees of Griptonite and Blammo; the risk that consumer demand for smartphones, tablets and next-generation platforms does not grow as significantly as we anticipate or that we will be unable to capitalize on any such growth; the risk that we do not realize a sufficient return on our investment with respect to our efforts to develop freemium games for smartphones, tablets and next-generation platforms, the risk that our development expenses for games for smartphones are greater than we anticipate; the risk that our recently and newly launched games are less popular than anticipated; the risk that our newly released games will be of a quality less than desired by reviewers and consumers; the risk that the mobile games market, particularly with respect to freemium gaming, is smaller than anticipated; and other risks detailed under the caption "Risk Factors" in our Form 10-Q filed with the Securities and Exchange Commission on November 14, 2011 and our other SEC filings. You can locate these reports through our website at http://www.glu.com/investors. We are under no obligation, and expressly disclaim any obligation, to update or alter our forward-looking statements whether as a result of new information, future events or otherwise.

About Glu Mobile

Glu Mobile (NASDAQ: GLUU) is a leading global developer and publisher of Social Mobile games for smartphone and tablet devices. Glu's unique technology platform enables its titles to be accessible to a broad audience of consumers all over the world - supporting iOS, Android, Windows Phone, Google Chrome and beyond. Glu is focused on bringing the best in social, freemium, cross-platform mobile gaming experiences to the mass market. Founded in 2001, Glu is headquartered in San Francisco and has major offices in Kirkland, Washington, Brazil, Canada, China, Russia and the UK. Glu is focused on creating compelling original IP and also partners with leading entertainment brands including Activision, Atari, Caesar's and Fox. Consumers can find high-quality entertainment created exclusively for their mobile devices wherever they see the 'g' character logo or at http://www.glu.com. For live updates, please follow Glu via Twitter at http://www.twitter.com/glumobile or become a Glu fan at Facebook.com/glumobile.

BLOOD & GLORY, BUG VILLAGE, CONTRACT KILLER: ZOMBIES, FRONTLINE COMMANDO, GUN BROS, STARDOM: THE A-LIST, GLU, GLU MOBILE and the 'g' character logo are trademarks of Glu Mobile Inc.

# # #

In the financial tables below, Glu has provided a reconciliation of the most comparable GAAP financial measure to each of the historical non-GAAP financial measures used in this press release.


 
Glu Mobile Inc.
Consolidated Balance Sheets
(in thousands)
(unaudited)
 
        December 31,
2011
  December 31,
2010
 
ASSETS
Cash and cash equivalents $ 32,212 $ 12,863
Accounts receivable, net 11,821 10,660
Prepaid royalties 483 2,468
Prepaid expenses and other current assets   4,089     2,557  
Total current assets 48,605 28,548
 
Property and equipment, net 3,934 2,134
Other long-term assets 404 574
Intangible assets, net 10,078 8,794
Goodwill   21,991     4,766  
Total assets $ 85,012   $ 44,816  
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 6,894 $ 5,666
Accrued liabilities 939 939
Accrued compensation 5,404 4,414
Accrued royalties 3,865 7,234
Accrued restructuring 887 1,689
Deferred revenues 7,139 842
Current portion of long-term debt   -     2,288  
Total current liabilities 25,128 23,072
Other long-term liabilities   10,711     7,859  
Total liabilities   35,839     30,931  
 
Common stock 6 4
Additional paid-in capital 260,744 203,464
Accumulated other comprehensive income 266 1,159
Accumulated deficit   (211,843 )   (190,742 )
Stockholders' equity   49,173     13,885  
Total liabilities and stockholders' equity $ 85,012   $ 44,816  
 

 
Glu Mobile Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
 
    Three Months Ended   Year Ended
December 31,
2011
  December 31,
2010
December 31,
2011
  December 31,
2010
 
Revenues $ 15,174 $ 15,636 $ 66,185 $ 64,345
 
Cost of revenues:
Royalties and impairment of prepaid royalties and guarantees 2,576 3,738 12,920 17,306
Amortization of intangible assets   1,552     983     5,447     4,226  
Total cost of revenues   4,128     4,721     18,367     21,532  
Gross profit   11,046     10,915     47,818     42,813  
 
Operating expenses:
Research and development 12,660 6,432 39,073 25,180
Sales and marketing 3,930 4,040 14,607 12,140
General and administrative 3,814 3,136 14,002 13,108
Amortization of intangible assets 495 45 825 205
Restructuring charge   (92 )   2,342     545     3,629  
Total operating expenses   20,807     15,995     69,052     54,262  
 
Loss from operations (9,761 ) (5,080 ) (21,234 ) (11,449 )
 
Interest and other income/(expense), net:
Interest income 12 6 45 26
Interest expense (2 ) (62 ) (74 ) (601 )
Other income/(expense), net   (116 )   (104 )   776     (690 )
Interest and other income/(expense), net   (106 )   (160 )   747     (1,265 )
 
Loss before income taxes (9,867 ) (5,240 ) (20,487 ) (12,714 )
Income tax (provision)/benefit   (152 )   294     (614 )   (709 )
Net loss $ (10,019 ) $ (4,946 ) $ (21,101 ) $ (13,423 )
 
Net loss per share - basic and diluted $ (0.16 ) $ (0.11 ) $ (0.37 ) $ (0.38 )
 
Weighted average common shares outstanding - basic and diluted 62,973 44,579 57,518 35,439
 
Stock-based compensation expense included in:
Research and development $ 800 $ 96 $ 1,387 $ 480
Sales and marketing 95 54 351 217
General and administrative   475     190     1,372     871  
Total stock-based compensation expense $ 1,370   $ 340   $ 3,110   $ 1,568  
 

 
Glu Mobile Inc.
GAAP to Non-GAAP Reconciliation
(in thousands, except per share data)
(unaudited)
 
For the Three Months Ended
March 31,
2010
  June 30,
2010
  September 30,
2010
  December 31,
2010
  March 31,
2011
  June 30,
2011
  September 30,
2011
  December 31,
2011
 
GAAP revenues
Featurephone $ 15,106 $ 13,707 $ 13,090 $ 12,572 $ 10,478 $ 8,253 $ 7,248 $ 5,112
Smartphone   2,183     2,245     2,378     3,064     5,948     9,427     9,657     10,062  
Total GAAP revenues   17,289     15,952     15,468     15,636     16,426     17,680     16,905     15,174  
 
Change in deferred revenues and amortization of in-process development contracts
Featurephone change in deferred revenue 319 (61 ) (214 ) (467 ) (63 ) (6 ) 5 (20 )
Smartphone change in deferred revenue and amortization of in-process development contracts   (64 )   (17 )   95     337     798     240     875     4,897  
Total change in deferred revenues and amortization of in-process development contracts   255     (78 )   (119 )   (130 )   735     234     880     4,877  
 
Non-GAAP Revenues
Featurephone 15,425 13,646 12,876 12,105 10,415 8,247 7,253 5,092
Smartphone   2,119     2,228     2,473     3,401     6,746     9,667     10,532     14,959  
Total non-GAAP Revenues   17,544     15,874     15,349     15,506     17,161     17,914     17,785     20,051  
 
GAAP gross profit 11,370 10,003 10,525 10,915 11,769 13,856 11,147 11,046
Change in deferred revenues and amortization of in-process development contracts 255 (78 ) (119 ) (130 ) 735 234 880 4,877
Amortization of intangible assets 1,228 1,006 1,009 983 817 703 2,375 1,552
Change in deferred royalty expense   (100 )   21     71     172     33     20     1     (99 )
Non-GAAP gross profit   12,753     10,952     11,486     11,940     13,354     14,813     14,403     17,376  
 
GAAP operating expense 14,094 12,463 11,710 15,995 14,347 15,436 18,462 20,807
Stock-based compensation (524 ) (349 ) (355 ) (340 ) (397 ) (505 ) (838 ) (1,370 )
Amortization of intangible assets (55 ) (52 ) (53 ) (45 ) - - (330 ) (495 )
Transitional costs - - - - - - (981 ) (326 )
Change in fair value of Blammo earnout - - - - - - 178 (117 )
Restructuring charge   (594 )   (693 )   -     (2,342 )   (490 )   (147 )   -     92  
Non-GAAP operating expense   12,921     11,369     11,302     13,268     13,460     14,784     16,491     18,591  
 
GAAP operating loss (2,724 ) (2,460 ) (1,185 ) (5,080 ) (2,578 ) (1,580 ) (7,315 ) (9,761 )
Change in deferred revenues and amortization of in-process development contracts 255 (78 ) (119 ) (130 ) 735 234 880 4,877
Non-GAAP cost of revenues adjustment 1,128 1,027 1,080 1,155 850 723 2,376 1,453
Change in fair value of Blammo earnout - - - - - - (178 ) 117
Stock-based compensation 524 349 355 340 397 505 838 1,370
Amortization of intangible assets 55 52 53 45 - - 330 495
Transitional costs - - - - - - 981 326
Restructuring charge   594     693     -     2,342     490     147     -     (92 )
Non-GAAP operating income/(loss)   (168 )   (417 )   184     (1,328 )   (106 )   29     (2,088 )   (1,215 )
 
GAAP net loss (3,656 ) (3,218 ) (1,603 ) (4,946 ) (3,172 ) (1,752 ) (6,158 ) (10,019 )
Change in deferred revenues and amortization of in-process development contracts 255 (78 ) (119 ) (130 ) 735 234 880 4,877
Non-GAAP cost of revenues adjustment 1,128 1,027 1,080 1,155 850 723 2,376 1,453
Non-GAAP operating expense adjustment 1,173 1,094 408 2,727 887 652 1,971 2,216
Foreign currency exchange loss/(gain)   332     429     (177 )   115     (198 )   (363 )   (344 )   116  
Non-GAAP net loss $ (768 ) $ (746 ) $ (411 ) $ (1,079 ) $ (898 ) $ (506 ) $ (1,275 ) $ (1,357 )
 
 
Reconciliation of net loss and net loss per share:
GAAP net loss per share - basic and diluted $ (0.12 ) $ (0.10 ) $ (0.04 ) $ (0.11 ) $ (0.06 ) $ (0.03 ) $ (0.10 ) $ (0.16 )
Non-GAAP net loss per share - basic and diluted $ (0.03 ) $ (0.02 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.02 ) $ (0.02 )
Shares used in computing basic and diluted net loss per share 30,458 30,676 36,042 44,579 52,048 54,587 60,461 62,973
 
Non-GAAP operating expense break-out:
GAAP research and development expense $ 6,661 $ 6,229 $ 5,858 $ 6,432 $ 7,166 $ 8,439 $ 10,808 $ 12,660
Transitional costs - - - - - - (219 ) (23 )
Stock-based compensation   (164 )   (116 )   (104 )   (96 )   (100 )   (131 )   (356 )   (800 )
Non-GAAP research and development expense   6,497     6,113     5,754     6,336     7,066     8,308     10,233     11,837  
 
GAAP sales and marketing expense 2,971 2,437 2,692 4,040 3,757 3,344 3,576 3,930
Transitional costs - - - - - - (2 ) (5 )
Stock-based compensation   (73 )   (40 )   (50 )   (54 )   (66 )   (94 )   (96 )   (95 )
Non-GAAP sales and marketing expense   2,898     2,397     2,642     3,986     3,691     3,250     3,478     3,830  
 
GAAP general & administrative expense 3,813 3,052 3,107 3,136 2,934 3,506 3,748 3,814
Transitional costs - - - - - - (760 ) (298 )
Change in fair value of Blammo earnout - - - - - - 178 (117 )
Stock-based compensation   (287 )   (193 )   (201 )   (190 )   (231 )   (280 )   (386 )   (475 )
Non-GAAP general and administrative expense $ 3,526   $ 2,859   $ 2,906   $ 2,946   $ 2,703   $ 3,226   $ 2,780   $ 2,924  
 

In addition to the reasons stated above, which are generally applicable to each of the items Glu excludes from its non-GAAP financial measures, Glu believes it is appropriate to exclude certain items for the following reasons:

Change in Deferred Revenue and Royalties. At the date we sell certain premium games and micro-transactions, Glu has an obligation to provide additional services and incremental unspecified digital content in the future without an additional fee. In these cases, we account for the sale of the software product as a multiple element arrangement and recognize the revenue and any associated royalty expense on a straight-line basis over the estimated life of the user. Internally, Glu’s management excludes the impact of the changes in deferred revenue and royalties related to its premium and freemium games in its non-GAAP financial measures when evaluating the company’s operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team. Glu believes that excluding the impact of the changes in deferred revenue and royalties from its operating results is important to facilitate comparisons to prior periods during which Glu did not delay the recognition of significant amounts of revenue related to its games and to understand Glu’s operations.

Amortization of In-Process Development Contracts. In conjunction with the Griptonite acquisition, Glu assumed the remaining obligations to perform services under Griptonite’s development contracts. The estimated fair value of the future, excess profits from these contracts was recorded in purchase accounting and is amortized as a reduction to revenue as services are performed. When analyzing the operating performance of an acquired entity, Glu’s management focuses on the total return provided by the investment without taking into consideration any fair value adjustments made for accounting purposes. Because the final purchase price paid for an acquisition necessarily reflects the accounting value assigned to both the consideration paid and to the intangible assets (including goodwill) acquired, when analyzing the operating performance of an acquisition in subsequent periods, the Company’s management excludes the GAAP impact of any adjustments to the fair value of these acquisition-related balances to its financial results. Glu believes that excluding the impact of the amortization of the customer contract value from its operating results is important as they do not reflect its ongoing operations and that investors benefit from a supplemental non-GAAP financial measure that excludes these charges.

Amortization of Intangible Assets. When analyzing the operating performance of an acquired entity, Glu's management focuses on the total return provided by the investment (i.e., operating profit generated from the acquired entity as compared to the purchase price paid) without taking into consideration any allocations made for accounting purposes. Because the purchase price for an acquisition necessarily reflects the accounting value assigned to intangible assets (including acquired in-process technology and goodwill), when analyzing the operating performance of an acquisition in subsequent periods, Glu's management excludes the GAAP impact of acquired intangible assets to its financial results. Glu believes that such an approach is useful in understanding the long-term return provided by an acquisition and that investors benefit from a supplemental non-GAAP financial measure that excludes the accounting expense associated with acquired intangible assets.


In addition, in accordance with GAAP, Glu generally recognizes expenses for internally-developed intangible assets as they are incurred until technological feasibility is reached, notwithstanding the potential future benefit such assets may provide. Unlike internally-developed intangible assets, however, and also in accordance with GAAP, Glu generally capitalizes the cost of acquired intangible assets and recognizes that cost as an expense over the useful lives of the assets acquired (other than goodwill, which is not amortized, and acquired in-process technology, which is expensed immediately, as required under GAAP). As a result of their GAAP treatment, there is an inherent lack of comparability between the financial performance of internally-developed intangible assets and acquired intangible assets. Accordingly, Glu believes it is useful to provide, as a supplement to its GAAP operating results, a non-GAAP financial measure that excludes the amortization of acquired intangibles.

Stock-Based Compensation Expense. Glu adopted ASC 718, "Compensation – Stock Compensation" beginning in its fiscal year ended December 31, 2006. When evaluating the performance of its consolidated results, Glu does not consider stock-based compensation charges. Likewise, Glu's management team excludes stock-based compensation expense from its short and long-term operating plans. In contrast, Glu's management team is held accountable for cash-based compensation and such amounts are included in its operating plans. Further, when considering the impact of equity award grants, Glu places a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants.

Glu believes it is useful to provide a non-GAAP financial measure that excludes stock-based compensation in order to better understand the long-term performance of its business. In addition, given Glu's adoption of ASC 718 beginning with its fiscal year ended December 31, 2006, Glu believes that a non-GAAP financial measure that excludes stock-based compensation will facilitate the comparison of its year-over-year results.

Restructuring Charges. Glu undertook restructuring activities in the first, second and fourth quarters of 2011 and recorded (1) a non-cash restructuring charge due to vacating a portion of its offices in Russia (2) cash restructuring charges due to the termination of certain employees in its Brazil, China, Europe and Russia offices and (3) non-cash adjustments related to initial, estimated restructuring payments no longer deemed payable. In the first, second and fourth quarters of 2010, Glu recorded restructuring charges related to the termination of certain employees in its China, United States and European offices. Glu recorded the severance costs as an operating expense when it communicated the benefit arrangement to the employee and no significant future services, other than a minimum retention period, were required of the employee to earn the termination benefits. Additionally, in the fourth quarter of 2010, Glu recorded facility-related restructuring charges resulting from the relocation of its corporate headquarters to San Francisco. Glu believes that these restructuring charges do not reflect its ongoing operations and that investors benefit from a supplemental non-GAAP financial measure that excludes these charges.

Change in Fair Value of Blammo Earnout. As part of the acquisition of Blammo, Glu committed to issue additional consideration in the form of Glu’s common stock to the former, non-employee Blammo shareholders if certain revenue targets are achieved. Glu recorded the estimated contingent consideration liability at acquisition and will adjust the fair value of the liability each reporting period. When analyzing the operating performance of an acquired entity, Glu’s management focuses on the total return provided by the investment (i.e., operating profit generated from the acquired entity as compared to the purchase price paid including the final amounts paid for contingent consideration) without taking into consideration any expenses recognized post-acquisition related to the change in fair value of the contingent consideration. Because the final purchase price paid for an acquisition necessarily reflects the accounting value assigned to both the consideration, including the contingent consideration, paid and to the intangible assets (including goodwill) acquired, when analyzing the operating performance of an acquisition in subsequent periods, the Company’s management excludes the GAAP impact of any adjustments to the fair value of these acquisition-related balances to its financial results. Glu believes that the fair value adjustments affect comparability from period to period and that investors benefit from a supplemental non-GAAP financial measure that excludes these charges.


Transitional Costs. GAAP requires expenses to be recognized for various types of events associated with a business acquisition such as legal, accounting and other deal related expenses. Additionally, Glu has incurred various costs related to the transition and integration of Blammo and Griptonite into Glu’s operations. Glu recorded these non-recurring acquisition and transitional costs as operating expenses when they were incurred. Glu believes that these acquisition and transitional costs affect comparability from period to period and that investors benefit from a supplemental non-GAAP financial measure that excludes these expenses.

Foreign currency exchange gains and losses. Foreign currency exchange gains and losses represent the net gain or loss that Glu has recorded for the impact of currency exchange rate movements on cash and other assets and liabilities denominated in foreign currencies related to the revaluation of assets and liabilities. Accordingly, foreign currency exchange gains and losses are generally unpredictable and can cause Glu’s reported results to vary significantly. Due to the unusual magnitude of these gains and losses, and the fact that Glu has not engaged in hedging or taken other actions to reduce the likelihood of incurring a sizeable net gain or loss in future periods, Glu began, with the quarter ended December 31, 2008, to present non-GAAP net loss and net loss per share excluding foreign exchange gains and losses for comparability purposes. Glu believes that these gains and losses do not reflect its ongoing operations and that investors benefit from a supplemental non-GAAP financial measure that excludes these items, enabling investors to compare Glu’s core operating results in different periods without this variability. Foreign exchange gains/(losses) recognized during 2010 and 2011 were as follows (in thousands):

   

March 31, 2010

$ (332 )

June 30, 2010

(429 )

September 30, 2010

177

December 31, 2010

  (115 )
FY 2010 $ (699 )
 

March 31, 2011

$ 198

June 30, 2011

363

September 30, 2011

344

December 31, 2011

  (116 )
FY 2011 $ 789

CONTACT:
Media & Investor Relations:
ICR
Seth Potter, 646-277-1230
ir@glu.com