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Glu Reports Record Third Quarter 2014 Financial Results

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Glu Mobile Inc. (NASDAQ:GLUU) , a leading global developer and publisher of free-to-play games for smartphone and tablet devices, today announced financial results for its third quarter ended September 30, 2014.

“Glu’s third quarter was the strongest in the company’s history as non-GAAP revenue and Adjusted EBITDA set all time records,” stated Niccolo de Masi, Chief Executive Officer of Glu. “The record quarter was driven by the strength of Kim Kardashian: Hollywood, our new releases Dino Hunter: Deadly Shores and Tap Sports: Baseball, ongoing traction with Deer Hunter 2014 and Eternity Warriors 3 and the addition of Racing Rivals to our product portfolio.”

De Masi continued, “We are adding our beat in Q3 to our full year 2014 guidance. With Contract Killer: Sniper still to launch in Q4 we anticipate 101% revenue growth year-over-year at the midpoint of our 2014 full year guidance. Our diversified portfolio and franchise product strategy position us well for continued growth in 2015. Longer-term, with expected robust free cash flow and a strong balance sheet, we are focused on extending our leadership in the action, casual, racing and sports genres by consistently leveraging our engines and expertise.”

Third Quarter 2014 Financial Highlights:

  • Revenue: Total GAAP revenue was $64.8 million in the third quarter of 2014 compared to $21.7 million in the third quarter of 2013. Total non-GAAP revenue was $83.6 million in the third quarter of 2014, an increase of 270% compared to $22.6 million in the third quarter of 2013. Non-GAAP revenue excludes changes in deferred revenue.
  • Gross Margin: GAAP gross margin was 58% in the third quarter of 2014 compared to 59% in the third quarter of 2013. Non-GAAP gross margin was 60% in the third quarter of 2014 compared to 66% in the third quarter of 2013. Non-GAAP gross margin excludes changes in deferred revenue, change in deferred cost of revenues, amortization of intangible assets and non-cash warrant expense.
  • GAAP Operating Income (Loss): GAAP operating loss was $(106,000) in the third quarter of 2014 compared to a loss of $(7.8) million in the third quarter of 2013.
  • Non-GAAP Operating Income (Loss): Non-GAAP operating income was $14.8 million in the third quarter of 2014 compared to a loss of $(4.8) million during the third quarter of 2013. Non-GAAP operating income/(loss) excludes changes in deferred revenues and deferred cost of revenues, amortization of intangible assets, non-cash warrant expense, stock-based compensation expense, restructuring charges, change in fair value of the Blammo earnout, and transitional costs.
  • Adjusted EBITDA: Adjusted EBITDA was $15.4 million for the third quarter of 2014 compared to a loss of $(4.1) million during the third quarter of 2013. Adjusted EBITDA margin was 18.4% for the third quarter of 2014 compared with (18.3%) for the third quarter of 2013. Adjusted EBITDA is defined as non-GAAP operating income/(loss) less depreciation. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by non-GAAP revenue.
  • GAAP Net Income (Loss) and EPS: GAAP net income was $10.6 million for the third quarter of 2014 compared to a GAAP net loss of $(8.0) million for the third quarter of 2013. GAAP EPS was $0.10 for the third quarter of 2014, based on 105.4 million weighted-average diluted shares outstanding, compared to GAAP EPS of $(0.11) for the third quarter of 2013, based on 71.5 million weighted-average basic shares outstanding.
  • Non-GAAP Net Income (Loss) and EPS: Non-GAAP net income was $17.5 million for the third quarter of 2014 compared to a loss of $(4.7) million for the third quarter of 2013. Non-GAAP EPS was $0.17 for the third quarter of 2014 based on 105.4 million weighted-average diluted shares outstanding, compared to non-GAAP EPS of $(0.07) for the third quarter of 2013 based on 71.5 million weighted-average basic shares outstanding.
  • Cash Flows Generated (Used) in Operations: Cash flows generated from operations were $2.5 million for the third quarter of 2014 compared to cash flows used in operations of $(5.9) million for the third quarter of 2013.

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 “Use of Non-GAAP Financial Measures.”

Recent Developments and Strategic Initiatives:

  • More than 12 months post global launch, Deer Hunter 2014 remains a top 100 grossing app in the U.S. App Store for iPhone.
  • In October, we announced the launch of the first free-to-play Diner Dash game.
  • In October, we launched Kim Kardashian: Hollywood 2.0 with availability on Facebook and in September, we extended the term of the license agreement with Kim Kardashian-West for an additional three years.
  • In September, we launched Racing Rivals 2.0 with availability on Facebook.
  • In August, we launched Tap Sports: Baseball, in which Glu has partnered with the Major League Baseball Players Association to include the names and numbers of real-world baseball stars.
  • In August, we completed the acquisition of Cie Games – creators of Racing Rivals and Car Town.

“Our record results highlight the leverage in Glu’s operating model evidenced by the record revenue and Adjusted EBITDA margin during the third quarter,” stated Eric R. Ludwig, Glu’s Chief Financial Officer and Chief Operating Officer. “We are pleased with the continued consumer interest in our games, consistently having four to five titles within the top 100 grossing chart position on the U.S. App Store for iPhone since the closing of our Cie Games acquisition. The combination of our robust pipeline of titles, global scale and strong balance sheet positions Glu to maintain its momentum for the remainder of the year and into 2015.”

Business Outlook as of October 29, 2014:

The following forward-looking statements reflect expectations as of October 29, 2014. Results may be materially different and are affected by many factors, such as: consumer demand for mobile entertainment and specifically Glu’s products; consumer demand for smartphones, tablets and next-generation platforms; our ability to improve the monetization of our titles and continue to successfully launch and update new games; development delays on Glu’s products; continued uncertainty in the global economic environment; competition in the industry; storefront featuring; changes in foreign exchange rates; Glu’s effective tax rate and other factors detailed in this release and in Glu’s SEC filings.

Fourth Quarter Expectations – Quarter Ending December 31, 2014:

  • Non-GAAP revenues are expected to be between $60.0 million and $65.0 million.
  • Non-GAAP gross margin is expected to be approximately 58%.
  • Non-GAAP operating expenses are expected to be between $32.0 million and $32.9 million.
  • Adjusted EBITDA, defined as non-GAAP operating income (loss) excluding depreciation of approximately $600,000, is expected to range from $3.5 million to $5.5 million.
  • Income tax is expected to be an expense of approximately $2.2 million.
  • Non-GAAP net income is expected to be between $0.8 million and $2.8 million or between $0.01 and $0.03 per weighted-average diluted share outstanding, which excludes approximately $2.0 million of anticipated stock-based compensation expense, $2.6 million for amortization of intangibles and $400,000 of transitional costs related to the Cie Games integration.
  • Weighted-average common shares outstanding are expected to be approximately 103.7 million basic and 108.1 million diluted.

2014 Expectations – Full Year Ending December 31, 2014:

  • Non-GAAP revenues are expected to be between $225.5 million and $230.5 million.
  • Non-GAAP gross margin is expected to be approximately 63%.
  • Adjusted EBITDA is expected to range from $24.5 million to $26.5 million.
  • Non-GAAP net income is expected to be between $22.1 million and $24.1 million or between $0.23 and $0.25 per weighted-average diluted share outstanding, which excludes approximately $11.5 million of anticipated stock-based compensation expense, $5.3 million for amortization of intangibles, $835,000 of Blammo earnout mark to market charges, $368,000 of restructuring charges and $1.6 million of transitional costs related to the PlayFirst and Cie Games acquisitions.
  • Weighted-average common shares outstanding are expected to be approximately 91.9 million basic and 97.2 million diluted.
  • We expect to have cash and short-term investments at December 31, 2014 of at least $70.0 million with no debt.

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 (866) 582-8907, or if outside the U.S., (760) 298-5046, with conference ID # 13866690 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 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, October 29, 2014, and 8:59 p.m. Pacific Time, November 5, 2014, by calling (855) 859-2056, or (404) 537-3406, with conference ID # 13866690.

Disclosure Using Social Media Channels

Glu currently announces material information to its investors using SEC filings, press releases, public conference calls and webcasts. Glu uses these channels as well as social media channels to announce information about the company, games, employees and other issues. Given SEC guidance regarding the use of social media channels to announce material information to investors, Glu is notifying investors, the media, its players and others interested in the company that in the future, it might choose to communicate material information via social media channels or, it is possible that information it discloses through social media channels may be deemed to be material. Therefore, Glu encourages investors, the media, players and others interested in Glu to review the information posted on the company forum (http://ggnbb.glu.com/forum.php) and the company Facebook site (https://www.facebook.com/glumobile), the company twitter account (https://twitter.com/glumobile) and Mr. de Masi’s twitter account (https://twitter.com/niccolodemasi). Investors, the media, players or other interested parties can subscribe to the company blog and twitter feed and Mr. de Masi’s twitter feed at the addresses listed above. Any updates to the list of social media channels Glu will use to announce material information will be posted on the Investor Relations page of the company’s website at www.glu.com/investors.

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 cost of revenues, non-GAAP operating expenses, non-GAAP gross profit, 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 deferred cost of revenues;
  • Amortization of intangible assets;
  • Non-cash warrant expense;
  • Stock-based compensation expense;
  • Restructuring charges;
  • Change in fair value of Blammo earnout;
  • Transitional costs;
  • Release of tax liabilities and valuation allowance; 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. Adjusted EBITDA is defined as non-GAAP operating income/(loss) excluding depreciation. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by non-GAAP revenue.

Glu may consider whether 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 as of October 29, 2014″ (“Fourth Quarter Expectations – Quarter Ending December 31, 2014″ and “2014 Expectations – Full Year Ending December 31, 2014″), and the statements that we anticipate 101% revenue growth year-over-year at the midpoint of our 2014 full year guidance; our diversified portfolio and franchise product strategy position us well for continued growth in 2015; longer-term, with expected robust free cash flow and a strong balance sheet, we are focused on extending our leadership in the action, casual, racing and sports genres by consistently leveraging our engines and expertise; and the combination of our robust pipeline of titles, global scale and strong balance sheet positions Glu to maintain its momentum for the remainder of the year and into 2015. 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 October 29, 2014″; 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 free-to-play games for smartphones, tablets and next-generation platforms, the risk that we will not be able to maintain our good relationships with Apple and Google; the risk that our development expenses for games for smartphones, tablets and next-generation platforms are greater than we anticipate; the risk that our recently and newly launched games are less popular than anticipated or decline in popularity and monetization rate more quickly than we anticipate; 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 free-to-play 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 August 11, 2014 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 Inc. (NASDAQ:GLUU) is a leading global developer and publisher of free-to-play games for smartphone and tablet devices. Glu is focused on creating compelling original IP games such as CONTRACT KILLER, DEER HUNTER, DINER DASH, DINO HUNTER: DEADLY SHORES, ETERNITY WARRIORS, and FRONTLINE COMMANDO, and branded IP games including KIM KARDASHIAN: HOLLYWOOD, RACING RIVALS, ROBOCOP: THE OFFICIAL GAME, and HERCULES: THE OFFICIAL GAME, on a wide range of platforms including the Apple App Store, Google Play, Amazon App Store, Facebook, Mac App Store and Windows Phone. Glu’s unique technology platform enables its titles to be accessible to a broad audience of consumers globally. Founded in 2001, Glu is headquartered in San Francisco with major offices outside Seattle and Long Beach, and international locations in Canada, China, India, Japan, Korea, and Russia. Consumers can find high-quality entertainment wherever they see the ‘g’ character logo or at www.glu.com. For live updates, please follow Glu via Twitter at www.twitter.com/glumobile or become a Glu fan at www.facebook.com/glumobile.

CONTRACT KILLER, DEER HUNTER, DINER DASH, DINO HUNTER: DEADLY SHORES, ETERNITY WARRIORS, FRONTLINE COMMANDO, RACING RIVALS, TAP SPORTS: BASEBALL, GLU, GLU MOBILE and the ‘g’ character logo are trademarks of Glu Mobile Inc. or its subsidiaries.

Glu Mobile Inc.
Consolidated Balance Sheets
(in thousands)
(unaudited)
September 30, December 31,
2014 2013
ASSETS
Cash and cash equivalents $ 54,268 $ 28,496
Accounts receivable, net 34,566 18,305
Prepaid expenses and other current assets 16,826 7,663
Total current assets 105,660 54,464
Property and equipment, net 4,853 5,096
Restricted cash 1,990 1,730
Other long-term assets 6,199 637
Intangible assets, net 30,084 5,599
Goodwill 89,494 19,485
Total assets $ 238,280 $ 87,011
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable $ 8,475 $ 10,657
Accrued liabilities 4,400 1,971
Accrued compensation 8,217 5,378
Accrued royalties 11,510 1,727
Deferred revenues 34,178 18,224
Total current liabilities 66,780 37,957
Other long-term liabilities 2,596 2,357
Total liabilities 69,376 40,314
Common stock 11 8
Additional paid-in capital 413,898 298,593
Accumulated other comprehensive income 229 307
Accumulated deficit (245,234 ) (252,211 )
Stockholders’ equity 168,904 46,697
Total liabilities and stockholders’ equity $ 238,280 $ 87,011
Glu Mobile Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2014 2013 2014 2013
Revenues $ 64,791 $ 21,722 $ 150,281 $ 70,772
Cost of revenues:
Platform commissions, royalties and other 25,733 7,871 51,367 23,003
Amortization of intangible assets 1,338 1,082 2,333 3,234
Total cost of revenues 27,071 8,953 53,700 26,237
Gross profit 37,720 12,769 96,581 44,535
Operating expenses:
Research and development 15,355 11,405 48,231 34,259
Sales and marketing 15,327 5,361 32,801 15,512
General and administrative 6,808 3,617 17,865 11,388
Amortization of intangible assets 127 229 381 1,219
Restructuring charge 209 368 1,448
Total operating expenses 37,826 20,612 99,646 63,826
Loss from operations (106 ) (7,843 ) (3,065 ) (19,291 )
Interest and other income/(expense), net:
Interest income 7 4 20 11
Other income/(expense), net (347 ) (159 ) (514 ) 129
Interest and other income/(expense), net (340 ) (155 ) (494 ) 140
Loss before income taxes (446 ) (7,998 ) (3,559 ) (19,151 )
Income tax benefit 11,058 30 10,536 2,765
Net income/(loss) $ 10,612 $ (7,968 ) $ 6,977 $ (16,386 )
Net income /(loss) per share:
Basic $ 0.11 $ (0.11 ) $ 0.08 $ (0.24 )
Diluted $ 0.10 $ (0.11 ) $ 0.07 $ (0.24 )
Weighted average common shares outstanding:
Basic 98,628 71,529 87,965 69,246
Diluted 105,438 71,529 93,578 69,246
Stock-based compensation expense included in:
Research and development $ 764 $ 268 $ 6,686 $ 1,099
Sales and marketing 201 40 492 200
General and administrative 989 412 2,321 1,402
Total stock-based compensation expense $ 1,954 $ 720 $ 9,499 $ 2,701
Glu Mobile Inc.
GAAP to Non-GAAP Reconciliation
(in thousands, except per share data)
(unaudited)

For the Three Months Ended

March 31, June 30, September 30, December 31, March 31, June 30, September 30,
2013 2013 2013 2013 2014 2014 2014
GAAP revenues 24,605 24,445 21,722 34,841 44,580 40,910 64,791
Change in deferred revenues 111 (1,251 ) 886 8,005 2,377 (5,874 ) 18,762
Non-GAAP Revenues 24,716 23,194 22,608 42,846 46,957 35,036 83,553
GAAP gross profit 16,069 15,697 12,769 24,034 30,824 28,037 37,720
Change in deferred revenues 111 (1,251 ) 886 8,005 2,377 (5,874 ) 18,762
Amortization of intangible assets 1,074 1,078 1,082 1,004 554 441 1,338
Non-cash warrant expense 427 1,126
Change in deferred platform commissions and royalty expense (138 ) 419 (245 ) (1,753 ) (1,209 ) 1,527 (9,122 )
Non-GAAP gross profit 17,116 15,943 14,919 31,290 32,546 24,131 49,824
GAAP operating expense 21,563 21,651 20,612 27,505 30,117 31,703 37,826
Stock-based compensation (1,245 ) (736 ) (720 ) (1,584 ) (2,979 ) (4,566 ) (1,954 )
Amortization of intangible assets (495 ) (495 ) (229 ) (117 ) (127 ) (127 ) (127 )
Transitional costs (682 ) (493 )
Change in fair value of Blammo earnout (29 ) 47 31 (56 ) (304 ) (531 )
Restructuring charge (511 ) (937 ) (159 ) (209 )
Non-GAAP operating expense 19,283 19,530 19,694 25,748 26,707 25,638 35,043
GAAP operating income/(loss) (5,494 ) (5,954 ) (7,843 ) (3,471 ) 707 (3,666 ) (106 )
Change in deferred revenues 111 (1,251 ) 886 8,005 2,377 (5,874 ) 18,762
Non-GAAP cost of revenues adjustment 936 1,497 1,264 (749 ) (655 ) 1,968 (6,658 )
Stock-based compensation 1,245 736 720 1,584 2,979 4,566 1,954
Amortization of intangible assets 495 495 229 117 127 127 127
Transitional costs 682 493
Change in fair value of Blammo earnout 29 (47 ) (31 ) 56 304 531
Restructuring charge 511 937 159 209
Non-GAAP operating income/(loss) (2,167 ) (3,587 ) (4,775 ) 5,542 5,839 (1,507 ) 14,781
GAAP net income/(loss) (5,497 ) (2,921 ) (7,968 ) (3,523 ) 133 (3,768 ) 10,612
Change in deferred revenues 111 (1,251 ) 886 8,005 2,377 (5,874 ) 18,762
Non-GAAP cost of revenues adjustment 936 1,497 1,264 (749 ) (655 ) 1,968 (6,658 )
Non-GAAP operating expense adjustment 2,280 2,121 918 1,757 3,410 6,065 2,783
Foreign currency exchange loss/(gain) (129 ) (137 ) 159 130 136 31 347
Release of tax liabilities and valuation allowance (3,148 ) (8,352 )
Non-GAAP net income/(loss) $ (2,299 ) $ (3,839 ) $ (4,741 ) $ 5,620 $ 5,401 $ (1,578 ) $ 17,494
Reconciliation of net income/(loss) and net income/(loss) per share:
GAAP net income/(loss) per share – basic $ (0.08 ) $ (0.04 ) $ (0.11 ) $ (0.05 ) $ 0.00 $ (0.04 ) $ 0.11
GAAP net income/(loss) per share – diluted $ (0.08 ) $ (0.04 ) $ (0.11 ) $ (0.05 ) $ 0.00 $ (0.04 ) $ 0.10
Non-GAAP net income/(loss) per share – basic $ (0.03 ) $ (0.05 ) $ (0.07 ) $ 0.07 $ 0.07 $ (0.02 ) $ 0.18
Non-GAAP net income/(loss) per share – diluted $ (0.03

)

$ (0.05 ) $ (0.07 ) $ 0.07 $ 0.06 $ (0.02 ) $ 0.17
Shares used in computing Non-GAAP basic net income/(loss) per share 66,397 69,812 71,529 78,071 79,719 85,549 98,628
Shares used in computing Non-GAAP diluted net income/(loss) per share 66,397 69,812 71,529 81,433 85,398 85,549 105,438
Non-GAAP operating expense break-out:
GAAP research and development expense $ 11,630 $ 11,224 $ 11,405 $ 12,618 $ 15,579 $ 17,297 $ 15,355
Transitional costs (20 )
Stock-based compensation (668 ) (163 ) (268 ) (849 ) (2,317 ) (3,605 ) (764 )
Non-GAAP research and development expense 10,962 11,061 11,137 11,769 13,262 13,672 14,591
GAAP sales and marketing expense 5,008 5,143 5,361 10,608 9,485 7,989 15,327
Stock-based compensation (67 ) (93 ) (40 ) (103 ) (101 ) (190 ) (201 )
Non-GAAP sales and marketing expense 4,941 5,050 5,321 10,505 9,384 7,799 15,126
GAAP general & administrative expense 3,919 3,852 3,617 4,162 4,926 6,131 6,808
Transitional costs (662 ) (493 )
Change in fair value of Blammo earnout (29 ) 47 31 (56 ) (304 ) (531 )
Stock-based compensation (510 ) (480 ) (412 ) (632 ) (561 ) (771 ) (989 )
Non-GAAP general and administrative expense $ 3,380 $ 3,419 $ 3,236 $ 3,474 $ 4,061 $ 4,167 $ 5,326
Glu Mobile Inc.
Non-GAAP Adjusted EBITDA
(in thousands)
(unaudited)

For the Three Months Ended

March 31, June 30, September 30, December 31, March 31, June 30, September 30,
2013 2013 2013 2013 2014 2014 2014
GAAP net income/(loss) $ (5,497 ) $ (2,921 ) $ (7,968 ) $ (3,523 ) $ 133 $ (3,768 ) $ 10,612
Change in deferred revenues 111 (1,251 ) 886 8,005 2,377 (5,874 ) 18,762
Change in deferred platform commissions and royalty expense (138 ) 419 (245 ) (1,753 ) (1,209 ) 1,527 (9,122 )
Non-cash warrant expense 427 1,126
Amortization of intangible assets 1,569 1,573 1,311 1,121 681 568 1,465
Depreciation 731 661 633 682 620 607 617
Stock-based compensation 1,245 736 720 1,584 2,979 4,566 1,954
Change in fair value of Blammo earnout 29 (47 ) (31 ) 56 304 531
Transitional costs 682 493
Restructuring charge 511 937 159 209
Foreign currency exchange loss/(gain) (129 ) (137 ) 159 130 136 31 347
Interest and other income (3 ) (26 ) (4 ) (6 ) (7 ) (7 )
Income tax provision/(benefit) 135 (2,870 ) (30 ) (78 ) 444 78 (11,058 )
Total Non-GAAP Adjusted EBITDA $ (1,436 ) $ (2,926 ) $ (4,142 ) $ 6,224 $ 6,459 $ (900 ) $ 15,398

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 Revenues and Deferred Cost of Revenues. 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 recognize the revenues and any associated cost of revenues, including platform commissions and royalties, on a straight-line basis over the estimated life of the paying user. Internally, Glu’s management excludes the impact of the changes in deferred revenue and deferred cost of revenues related to its premium and free-to-play 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 revenues and deferred cost of revenues 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 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.

Non-cash Warrant Expense. In the third quarters of 2013 and 2014, Glu recorded a non-cash charge related to the vesting of warrants to purchase shares of common stock issued to a brand holder as part of a third party licensing, development and publishing arrangement. These charges were computed using the Black-Scholes valuation model and were recorded in cost of revenues. When evaluating the performance of its consolidated results, Glu does not consider non-cash warrant expense as it places a greater emphasis on overall stockholder dilution rather than the accounting charges associated with the vesting of any warrants. As the non-cash warrant expense impacts comparability from period to period Glu believes that investors benefit from a supplemental non-GAAP financial measure that excludes these charges.

Stock-Based Compensation Expense. Glu adopted ASC 718, “Compensation – Stock Compensation” beginning in its fiscal year ended December 31, 2006. Included in the stock compensation expense is the contingent consideration potentially issuable to the Blammo employees who were former shareholders of Blammo, which is recorded as research and development expense over the term of the earn-out periods, since these employees are primarily employed in product development. Glu re-measures the fair value of the contingent consideration each reporting period and only records a compensation expense for the portion of the earn-out target which is likely to be achieved. In addition, Glu is exposed to potential continued fluctuations in the fair market value of the contingent consideration in each reporting period, since re-measurement is impacted by changes in Glu’s share price and the assumptions used by Glu. 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.

Restructuring Charges. Glu undertook restructuring activities in the first and second quarters of 2013 and the second and third quarters of 2014 and recorded (1) non-cash restructuring charges due to vacating a portion of its offices in Washington, vacating its Brazil office and writing-off the cumulative translation adjustment upon substantial liquidation of its Brazilian entity; and (2) cash restructuring charges due to the termination of certain employees in its Brazil, China, Europe and U.S. 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. 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. Glu has incurred various costs related to the acquisition and integration of PlayFirst and Cie Games 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.

Release of tax liabilities and valuation allowance. In the second quarter of 2013, Glu recorded a non-cash income tax benefit related to the release of certain foreign income tax liabilities upon the expiration of the statute of limitations. Additionally, in the third quarter of 2014 Glu released a portion of its deferred tax asset valuation allowance as a result of the deferred tax liabilities recorded in connection with the Cie Games acquisition. Glu believes that these non-recurring, one-time tax benefits do not reflect its ongoing operations and that investors benefit from a supplemental non-GAAP financial measure that excludes these benefits.

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 2013 and the first nine months of 2014 were as follows (in thousands):

March 31, 2013 $ 129
June 30, 2013 137
September 30, 2013 (159 )
December 31, 2013 (130 )
FY 2013 $ (23 )
March 31, 2014 $ (136 )
June 30, 2014 (31 )
September 30, 2014 (347 )
FY 2014 $ (514 )

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