8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: May 7, 2020
(Date of earliest event reported)

Glu Mobile Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-33368	91-2143667
(Commission File Number)	(IRS Employer Identification No.)

875 Howard Street, Suite 100 San Francisco, California	94103
(Address of Principal Executive Offices)	(Zip Code)

(415) 800-6100

(Registrant’s Telephone Number, Including Area Code)

 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐ Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐ Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	GLUU	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition. 

On May 7, 2020, Glu Mobile Inc. (“Glu”) issued a press release announcing its financial results for the first quarter ended March 31, 2020. A copy of the press release is attached as Exhibit 99.01 to this report.   

The information in this Item 2.02, including Exhibit 99.01 to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying Exhibit 99.01 shall not be incorporated by reference into any registration statement or other document filed by Glu with the Securities and Exchange Commission, whether made before or after the date of this report, regardless of any general incorporation language in such filing (or any reference to this Current Report on Form 8-K generally), except as shall be expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.01     Press release issued by Glu regarding its financial results for the first quarter ended March 31, 2020, dated May 7, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Glu Mobile Inc.
Date:  May 7, 2020	By:	/s/ Scott J. Leichtner
		Name: Scott J. Leichtner
		Title:   Vice President and General Counsel

EX-99.01

Exhibit 99.01

Glu Reports First Quarter 2020 Financial Results

• Revenue up 12% year over year to $107.3 million
• Bookings grew 15% year over year to $106.5 million
• Record quarterly bookings from Design Home
• Highest first quarter bookings in the Tap Sports Baseball franchise’s history
• Successfully launched Disney Sorcerer’s Arena and Tap Sports Baseball 2020
• Extended Kim Kardashian: Hollywood license through 2023
• Company raises 2020 full year bookings guidance to a range of $490 million to $500 million

SAN FRANCISCO--(BUSINESS WIRE)--May 7, 2020--Glu Mobile Inc. (NASDAQ: GLUU), a leading global developer and publisher of free-to-play mobile games, today announced financial results for its first quarter ended March 31, 2020. The company also provided an outlook for its financial performance in the second quarter and raised its financial guidance for the full year 2020.

Nick Earl, Chief Executive Officer, stated, “As we go through these unprecedented times, the mobile gaming industry is providing interactive social entertainment in the shelter-in-place environment. We have been successfully operating our business with no disruptions during the COVID-19 pandemic, and in March, we launched Tap Sports Baseball 2020, the latest version of our very successful baseball franchise, and Disney Sorcerer’s Arena, which is off to a great start. We also saw improved performances from Diner DASH Adventures and Kim Kardashian: Hollywood in the quarter, which when added to the strong early results we have seen in Disney Sorcerer’s Arena, and combined with our three proven Growth Games, puts us in a great position to significantly stack bookings and scale our business. While the second half of the year brings an unusually high level of uncertainty, we believe we are well positioned to deliver on our improved outlook for the full year 2020.”

First Quarter 2020 Financial Highlights:

	Three Months Ended
in millions, except per share data	March 31, 2020	March 31, 2019
Revenue	$107.3	$95.9
Gross margin	64.7%	64.0%
Net income/(loss)	($8.3)	$0.7
Net income/(loss) per share – basic and diluted	($0.06)	$0.00
Weighted-average common shares outstanding – basic	149.6	144.4
Weighted-average common shares outstanding – diluted	149.6	159.4
Cash used in operations excluding royalty advances	($7.2)	($1.9)
Cash paid for royalty advances that are included in cash used in operations	($9.7)	($0.5)
Cash and cash equivalents	$114.7	$93.2

Additional Financial Information
	Three Months Ended		Guidance provided for three months ended March 31, 2020
	March 31, 2020	March 31, 2019	Low	High
Bookings	$106.5	$92.6	$93.0	$95.0
Platform commissions, excluding any impact of deferred platform commissions *	$28.5	$24.0	$24.7	$25.3
Royalties, excluding any impact of deferred royalties*	$6.4	$6.0	$5.0	$5.1
Hosting costs	$1.9	$1.5	$1.8	$1.8
User acquisition and marketing expenses	$35.6	$23.0	$30.5	$31.3
Adjusted other operating expenses*	$36.9	$30.5	$33.8	$34.0
Depreciation	$1.3	$1.1	$1.0	$1.0

* Platform commissions, excluding any impact of deferred platform commissions, Royalties, excluding any impact of deferred royalties, and Adjusted other operating expenses are non-GAAP financial measures. These non-GAAP financial items should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. Reconciliations for these non-GAAP financial items to the most directly comparable financial items based on GAAP are provided in GAAP to Adjusted results reconciliation table.

“We significantly increased our planned user acquisition investment in the first quarter, while exceeding our bookings and bottom-line guidance,” said Eric R. Ludwig, Chief Operating Officer and Chief Financial Officer. “The combination of higher user engagement and a more favorable customer acquisition environment has accelerated our Growth Game strategy, driving significantly higher momentum across our business. Our liquid and debt free balance sheet with $115 million in cash at the end of the first quarter provides financial flexibility and supports our growth plans. As we enter the second half of 2020, our plan is to continue to carefully balance our investment spend with bottom line flow through. We are confident that this approach will position Glu for favorable near-term results and sustainable longer-term growth with increased profitability.”

Financial Outlook as of May 7, 2020:

Glu is providing its financial outlook for the second quarter of 2020 and updating guidance for the full year 2020 as follows:

Second Quarter 2020 Guidance:

in millions	Low	High
Bookings	$150.0	$155.0
Platform commissions, excluding any impact of deferred platform commissions	$40.7	$41.0
Royalties, excluding any impact of deferred royalties	$10.5	$10.9
Hosting costs	$2.3	$2.3
User acquisition and marketing expenses	$56.4	$56.5
Adjusted other operating expenses	$37.6	$37.8
Depreciation	$1.5	$1.5
Supplemental information:
Income tax	($2.9)	($2.9)
Stock-based compensation	$6.7	$6.7
Amortization of intangible assets	$0.9	$0.9
Weighted-average common shares outstanding – basic	153.1	153.1
Weighted-average common shares outstanding – diluted	163.5	163.5

Full Year 2020 Guidance:

in millions	Low	High
Bookings	$490.0	$500.0
Platform commissions, excluding any impact of deferred platform commissions	$131.8	$134.5
Royalties, excluding any impact of deferred royalties	$31.9	$32.5
Hosting costs	$7.4	$7.5
User acquisition and marketing expenses	$129.2	$130.8
Adjusted other operating expenses	$151.5	$152.5
Depreciation	$5.8	$5.8
Supplemental information:
Income tax	$0.4	$0.4
Stock-based compensation	$28.0	$28.0
Amortization of intangible assets	$3.3	$3.3
Weighted-average common shares outstanding – basic	154.5	154.5
Weighted-average common shares outstanding – diluted	165.8	165.8
Cash and cash equivalent balance	At least $155.0

Glu does not provide guidance on a GAAP basis primarily due to the fact that Glu is unable to predict, with reasonable accuracy, future changes in its deferred revenue and corresponding cost of revenue. The amount of Glu’s deferred revenue and cost of revenue for any given period is difficult to predict due to differing estimated useful lives of paying users across games, variability of monthly revenue, platform commissions and royalties by game and unpredictability of revenue from new game releases. Future changes in deferred revenue and deferred cost of revenue are uncertain and could be material to Glu’s results computed in accordance with GAAP. Accordingly, Glu is unable to provide a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure without unreasonable effort.

Quarterly Conference Call Information:

Glu will discuss its quarterly results via teleconference today at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). Please dial (866) 582-8907 (domestic), or (760) 298-5046 (international), with conference ID # 7591323 to access the conference call at least five minutes prior to the 2:00 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 5:00 p.m. Pacific Time, May 7, 2020, and 8:59 p.m. Pacific Time, May 14, 2020, by calling (855) 859-2056, or (404) 537-3406, with conference ID # 7591323.

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) and the company twitter account (https://twitter.com/glumobile). Investors, the media, players or other interested parties can subscribe to the company blog and 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 bookings, platform commissions, excluding any impact of deferred platform commissions, royalties, excluding any impact of deferred royalties, and adjusted operating expenses. These non-GAAP financial measures exclude the following items from Glu's unaudited consolidated statements of operations:

• Change in deferred platform commissions;
• Change in deferred royalties;
• Amortization of intangible assets;
• Stock-based compensation expense;
• Transitional costs; and
• Litigation costs

Bookings do not reflect the deferral of certain game revenue that Glu recognizes over the estimated useful lives of paying users of Glu’s games and excludes changes in deferred revenue.

Glu may consider whether significant 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 “Financial Outlook as of May 7, 2020” (“Second Quarter 2020 Guidance,” “Full Year 2020 Guidance”), and the statements regarding that we are in a great position to significantly stack bookings and scale our business, that we believe we are well positioned to deliver on our improved outlook for the full year 2020, that the combination of higher user engagement and a more favorable customer acquisition environment has accelerated our Growth Game strategy, driving significantly higher momentum across our business, that our liquid and debt free balance sheet with $115 million in cash at the end of the first quarter provides financial flexibility and supports our growth plans, that as we enter the second half of 2020, our plan is to continue to carefully balance our investment spend with bottom line flow through, and that we are confident that this approach will position Glu for favorable near-term results and, sustainable longer-term growth with increased profitability.

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 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 be unable build successful Growth Games that provide predictable bookings and year over year growth; 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; the risk that we may lose a key intellectual property license; the risk that we are unable to recruit and retain qualified personnel for developing and maintaining the games in our product pipeline resulting in reduced monetization of a game, product launch delays or games being eliminated from our pipeline altogether; the risks related to the COVID-19 pandemic; and other risks detailed under the caption "Risk Factors" in our Form 10-K filed with the Securities and Exchange Commission on February 28, 2020 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 creator of mobile games. Founded in 2001, Glu is headquartered in San Francisco with additional locations in Foster City, Toronto and Hyderabad. With a history spanning over a decade, Glu’s culture is rooted in taking smart risks and fostering creativity to deliver world-class interactive experiences for our players. Glu’s diverse portfolio features top-grossing and award-winning original and licensed IP titles including, Covet Fashion, Deer Hunter, Design Home, Diner DASH Adventures, Disney Sorcerer’s Arena, Kim Kardashian: Hollywood and MLB Tap Sports Baseball available worldwide on various platforms including the App Store and Google Play. For more information, visit www.glu.com or follow Glu on Twitter, Facebook and Instagram.

COVET FASHION, DEER HUNTER, DESIGN HOME, DINER DASH, TAP SPORTS, GLU, GLU MOBILE, and the 'g' character logo are trademarks of Glu Mobile Inc.

Glu Mobile Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
		Three Months Ended
		March 31,			March 31,
		2020			2019
Revenue		$	107,274		$	95,885
Cost of revenue:
	Platform commissions, royalties and other		36,974			33,270
	Amortization of intangible assets		888			1,252
	Total cost of revenue		37,862			34,522
Gross profit			69,412			61,363
Operating expenses:
	Research and development		29,531			26,546
	Sales and marketing		42,743			28,105
	General and administrative		6,667			6,635
Total operating expenses			78,941			61,286
Income/(loss) from operations			(9,529	)		77
	Interest and other income/(expense), net:		(65	)		764
Income/(loss) before income taxes			(9,594	)		841
	Income tax benefit/(provision)		1,321			(178	)
Net income/(loss)		$	(8,273	)	$	663
Net income/(loss) loss per common share - basic		$	(0.06	)	$	0.00
Net income/(loss) per common share - diluted		$	(0.06	)	$	0.00
Weighted average common shares outstanding - basic			149,629			144,445
Weighted average common shares outstanding - diluted			149,629			159,423

Glu Mobile Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
	March 31,			December 31,
	2020			2019
ASSETS
Cash and cash equivalents	$	114,708		$	127,053
Accounts receivable, net		42,495			29,304
Prepaid royalties		15,517			15,347
Deferred royalties		5,068			5,067
Deferred platform commission fees		29,007			29,239
Prepaid expenses and other assets		8,822			8,629
Total current assets		215,617			214,639
Property and equipment, net		18,667			17,643
Operating lease right of use assets		34,497			35,170
Long-term prepaid royalties		26,502			26,879
Other long-term assets		2,570			2,733
Intangible assets, net		3,871			4,758
Goodwill		116,227			116,227
Total assets	$	417,951		$	418,049
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities	$	22,709			17,535
Accrued compensation		9,431			11,260
Accrued royalties		11,724			20,802
Short-term operating lease liabilities		3,487			3,528
Deferred revenue		96,826			97,629
Total current liabilities		144,177			150,754
Long-term accrued royalties		26,502			26,842
Long-term operating lease liabilities		36,716			37,351
Other long-term liabilities		16			15
Total liabilities		207,411			214,962
Common stock		15			15
Additional paid-in capital		650,470			634,721
Accumulated other comprehensive loss		(60	)		(37	)
Accumulated deficit		(439,885	)		(431,612	)
Total stockholders' equity		210,540			203,087
Total liabilities and stockholders' equity	$	417,951		$	418,049

Glu Mobile Inc.
GAAP to Adjusted Results Reconciliation
(in thousands)
(unaudited)	Three Months Ended
		December 31,			March 31,			June 30,			September 30,			December 31,			March 31,
		2018			2019			2019			2019			2019			2020
GAAP platform commissions		$	24,756		$	25,148		$	24,799		$	28,122		$	30,092		$	28,727
Change in deferred platform commissions			760			(1,109	)		1,860			3,972			(1,345	)		(232	)
Platform Commissions, excluding any impact of deferred platform commissions		$	25,516		$	24,039		$	26,659		$	32,094		$	28,747		$	28,495
GAAP royalties (including impairment of royalties and minimum guarantees)		$	6,784		$	6,605		$	6,245		$	6,643		$	6,285		$	6,381
Change in deferred royalties			122			(596	)		1,071			592			(410	)		1
Royalties, excluding any impact of deferred royalties		$	6,906		$	6,009		$	7,316		$	7,235		$	5,875		$	6,382
GAAP other operating expenses (GAAP operating expenses excluding user acquisition and marketing expenses)		$	38,695		$	38,314		$	29,652		$	34,791		$	37,904		$	43,307
Stock-based compensation			(7,062	)		(6,807	)		(2,035	)		(4,080	)		(4,461	)		(6,382	)
Transitional costs			(598	)		(998	)		(5	)		(5	)		(1	)		(4	)
Litigation Costs			(1,217	)		(28	)		416			-			-			-
Adjusted other operating expenses		$	29,818		$	30,481		$	28,028		$	30,706		$	33,442		$	36,921

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 Platform Commissions and Deferred 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 recognize any associated cost of revenue, 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 platform commissions and deferred royalties 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 platform commissions and deferred royalties from its operating results is important to facilitate comparisons to prior periods and to understand Glu’s operations.

Amortization of Intangible Assets. When analyzing the operating performance of an acquired entity or intangible asset, 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.

Stock-Based Compensation Expense. Glu applies the fair value provisions of Accounting Standard Codification Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments. 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.

Transitional Costs. GAAP requires expenses to be recognized for various types of events associated with business acquisitions such as legal, accounting and other deal related expenses. Transitional costs also include divestiture related expenses and termination of certain game related contracts. Glu believes that these transitional costs affect comparability from period to period and that investors benefit from a supplemental non-GAAP financial measure that excludes these expenses.

Litigation Costs. Glu incurred legal costs related to the complaint filed by the former Chief Executive Officer of Crowdstar in the Superior Court of the State of California for the County of Santa Clara against Glu, Time Warner Inc., Intel Capital Corporation, Middlefield Ventures Inc., Rachel Lam, and Jose Blanc. Glu believes that these legal costs have no direct correlation to the operation of its ongoing core business and affect comparability from period to period and, as a result, that investors benefit from a supplemental non-GAAP financial measure that excludes these expenses.

Contacts

Investor Relations Contact:
Bob Jones / Taylor Krafchik
Ellipsis
IR@glu.com
646-776-0886

XML

Document and Entity Information	May 07, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 2020
Entity Registrant Name	Glu Mobile Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33368
Entity Tax Identification Number	91-2143667
Entity Address, Address Line One	875 Howard Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
City Area Code	415
Local Phone Number	800-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001366246
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	GLUU
Security Exchange Name	NASDAQ