COVER
COVER - shares | 6 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-34003 | |
Entity Registrant Name | TAKE-TWO INTERACTIVE SOFTWARE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0350842 | |
Entity Address, Address Line One | 110 West 44th Street | |
Entity Address, Postal Zip Code | 10036 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
City Area Code | 646 | |
Local Phone Number | 536-2842 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | TTWO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 170,067,620 | |
Entity Central Index Key | 0000946581 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --03-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2023 | Mar. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 756.8 | $ 827.4 |
Short-term investments | 45.1 | 187 |
Restricted cash and cash equivalents | 424.4 | 307.6 |
Accounts receivable, net of allowances of $1.2 and $1.3 at September 30, 2023 and March 31, 2023, respectively | 814.5 | 763.2 |
Software development costs and licenses | 94.5 | 65.9 |
Contract assets | 82.5 | 79.9 |
Prepaid expenses and other | 319 | 277.1 |
Total current assets | 2,536.8 | 2,508.1 |
Fixed assets, net | 392 | 402.8 |
Right-of-use assets | 312.8 | 282.7 |
Software development costs and licenses, net of current portion | 1,270.7 | 1,072.2 |
Goodwill | 6,600.3 | 6,767.1 |
Other intangibles, net | 3,776.3 | 4,453.2 |
Deferred tax assets | 12.3 | 44.8 |
Long-term restricted cash and cash equivalents | 105 | 99.6 |
Other assets | 201.2 | 231.6 |
Total assets | 15,207.4 | 15,862.1 |
Current liabilities: | ||
Accounts payable | 131.8 | 140.1 |
Accrued expenses and other current liabilities | 1,316.2 | 1,225.7 |
Deferred revenue | 1,117.5 | 1,078.8 |
Lease liabilities | 61.5 | 60.2 |
Short-term debt, net | 373.1 | 1,346.8 |
Total current liabilities | 3,000.1 | 3,851.6 |
Long-term debt, net | 2,707.1 | 1,733 |
Non-current deferred revenue | 60.6 | 35.5 |
Non-current lease liabilities | 373 | 347 |
Non-current software development royalties | 99.6 | 110.2 |
Deferred tax liabilities, net | 278.5 | 534 |
Other long-term liabilities | 258.4 | 208.3 |
Total liabilities | 6,777.3 | 6,819.6 |
Commitments and contingencies (See Note 11) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 5.0 shares authorized; no shares issued and outstanding at September 30, 2023 and March 31, 2023 | 0 | 0 |
Common stock, $0.01 par value, 300.0 and 300.0 shares authorized; 193.7 and 192.6 shares issued and 170.0 and 168.9 outstanding at September 30, 2023 and March 31, 2023, respectively | 1.9 | 1.9 |
Additional paid-in capital | 9,183.2 | 9,010.2 |
Treasury stock, at cost; 23.7 and 23.7 common shares at September 30, 2023 and March 31, 2023, respectively | (1,020.6) | (1,020.6) |
Retained earnings | 414.7 | 1,164.3 |
Accumulated other comprehensive loss | (149.1) | (113.3) |
Total stockholders' equity | 8,430.1 | 9,042.5 |
Total liabilities and stockholders' equity | $ 15,207.4 | $ 15,862.1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions | Sep. 30, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $ 1.2 | $ 1.3 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5 | 5 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300 | 300 |
Common stock, shares issued (in shares) | 193.7 | 192.6 |
Common stock, shares outstanding (in shares) | 170 | 168.9 |
Treasury stock, shares (in shares) | 23.7 | 23.7 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total net revenue | $ 1,299.2 | $ 1,393.5 | $ 2,583.9 | $ 2,495.9 |
Cost of revenue | 883.8 | 713.9 | 1,489.3 | 1,149.7 |
Gross profit | 415.4 | 679.6 | 1,094.6 | 1,346.2 |
Selling and marketing | 334.6 | 444.4 | 735.5 | 716.4 |
Research and development | 234.3 | 243.2 | 478.3 | 417 |
General and administrative | 179.5 | 214.6 | 377.7 | 451.7 |
Depreciation and amortization | 45.3 | 29.9 | 85.7 | 51 |
Goodwill impairment | 165.4 | 0 | 165.4 | 0 |
Total operating expenses | 959.1 | 932.1 | 1,842.6 | 1,636.1 |
Loss from operations | (543.7) | (252.5) | (748) | (289.9) |
Interest and other, net | (31.1) | (50.5) | (56.5) | (79.8) |
(Loss) gain on fair value adjustments, net | (2.2) | 1.9 | (1.4) | (37.7) |
Loss before income taxes | (577) | (301.1) | (805.9) | (407.4) |
Benefit from income taxes | 33.4 | 44.1 | 56.3 | 46.4 |
Net loss | $ (543.6) | $ (257) | $ (749.6) | $ (361) |
Loss per share: | ||||
Basic loss per share (in dollars per share) | $ (3.20) | $ (1.54) | $ (4.42) | $ (2.38) |
Diluted loss per share (in dollars per share) | $ (3.20) | $ (1.54) | $ (4.42) | $ (2.38) |
Game | ||||
Total net revenue | $ 1,128.6 | $ 1,218.8 | $ 2,224.7 | $ 2,238 |
Advertising | ||||
Total net revenue | $ 170.6 | $ 174.7 | $ 359.2 | $ 257.9 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (543.6) | $ (257) | $ (749.6) | $ (361) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | (63.1) | (116.3) | (37.1) | (179.1) |
Change in fair value of available for sale securities | 0.4 | 0.5 | 1.3 | 0.1 |
Other comprehensive loss | (62.7) | (115.8) | (35.8) | (179) |
Comprehensive loss | $ (606.3) | $ (372.8) | $ (785.4) | $ (540) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Operating activities: | |||
Net loss | $ (749.6) | $ (361) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Amortization and impairment of software development costs and licenses | 108.1 | 81.7 | |
Stock-based compensation | 169.1 | 151.8 | |
Noncash lease expense | 32.7 | 23.3 | |
Amortization and impairment of intangibles | 676.8 | 438.2 | |
Depreciation | 67.9 | 38.9 | |
Goodwill impairment | 165.4 | 0 | |
Interest expense | 71.4 | 60 | |
Gain on debt extinguishment | (7.7) | 0 | |
Fair value adjustments | 1.4 | 38.2 | |
Other, net | 28.8 | (37.4) | |
Changes in assets and liabilities, net of effect from purchases of businesses: | |||
Accounts receivable | (52.2) | 15.2 | |
Software development costs and licenses | (300.7) | (228.9) | |
Prepaid expenses and other current and other non-current assets | (44.5) | (44.7) | |
Deferred revenue | 65.3 | (57.4) | |
Accounts payable, accrued expenses and other liabilities | (162.4) | 37.5 | |
Net cash provided by operating activities | 69.8 | 155.4 | |
Investing activities: | |||
Change in bank time deposits | 12.5 | 124.4 | |
Sale and maturities of available-for-sale securities | 131 | 354.3 | |
Purchases of fixed assets | (59.9) | (99.4) | |
Proceeds from sale of long-term investment | 0 | 20.6 | |
Purchases of long-term investments | (6.5) | (7.6) | |
Business acquisitions | (13) | (3,156.9) | |
Other | (3.8) | (26) | |
Net cash provided by (used in) investing activities | 60.3 | (2,790.6) | |
Financing activities: | |||
Tax payment related to net share settlements on restricted stock awards | (57.1) | (77.7) | |
Issuance of common stock | 18.8 | 11.4 | |
Payment for settlement of convertible notes | 0 | (1,166.8) | |
Proceeds from issuance of debt | 999.3 | 3,248.9 | |
Cost of debt | (7.5) | (22.4) | |
Settlement of capped calls | 0 | 140.1 | |
Repayment of debt | (989.6) | 0 | |
Payment of contingent earn-out consideration | (35) | 0 | |
Net cash (used in) provided by financing activities | (71.1) | 2,133.5 | |
Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash and cash equivalents | (7.4) | (36.2) | |
Net change in cash, cash equivalents, and restricted cash and cash equivalents | 51.6 | (537.9) | |
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of year | [1] | 1,234.6 | 2,195.3 |
Cash, cash equivalents, and restricted cash and cash equivalents, end of period | [1] | $ 1,286.2 | $ 1,657.4 |
[1]Cash, cash equivalents and restricted cash and cash equivalents shown on our Condensed Consolidated Statements of Cash Flow includes amounts in the Cash and cash equivalents, Restricted cash and cash equivalents, and Long-term restricted cash and cash equivalents on our Condensed Consolidated Balance Sheet.S |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Zynga Inc | Common Stock | Common Stock Zynga Inc | Additional Paid-in Capital | Additional Paid-in Capital Zynga Inc | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Mar. 31, 2022 | 139 | ||||||||
Beginning balance (in shares) at Mar. 31, 2022 | (23.7) | ||||||||
Beginning balance at Mar. 31, 2022 | $ 3,809.7 | $ 1.4 | $ 2,597.2 | $ (1,020.6) | $ 2,289 | $ (57.3) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (361) | (361) | |||||||
Change in cumulative foreign currency translation adjustment | (179.1) | (179.1) | |||||||
Net unrealized gain on available-for-sale securities, net of taxes | 0.1 | 0.1 | |||||||
Stock-based compensation | 186.3 | 186.3 | |||||||
Issuance of restricted stock, net of forfeitures and cancellations (in shares) | 1.8 | ||||||||
Exercise of stock options (in shares) | 0.9 | ||||||||
Exercise of stock options | 42.8 | 42.8 | |||||||
Net share settlement of restricted stock awards (in shares) | (0.6) | ||||||||
Net share settlement of restricted stock awards | (77.7) | (77.7) | |||||||
Employee share purchase plan settlement (in shares) | 0.1 | ||||||||
Employee share purchase plan settlement | 11.4 | 11.4 | |||||||
Issuance of shares related to Zynga Acquisition (in shares) | 46.3 | ||||||||
Issuance of shares related to Zynga Acquisition | $ 5,377.7 | $ 0.5 | $ 5,377.2 | ||||||
Stock-based compensation assumed in Zynga Acquisition | $ 143.6 | $ 143.6 | |||||||
Issuance of shares for conversion of Convertible Notes (in shares) | 3.7 | ||||||||
Issuance of shares for conversion of Convertible Notes | 479.7 | 479.7 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 191.2 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | (23.7) | ||||||||
Ending balance at Sep. 30, 2022 | 9,433.5 | $ 1.9 | 8,760.5 | $ (1,020.6) | 1,928 | (236.3) | |||
Beginning balance (in shares) at Jun. 30, 2022 | 189.9 | ||||||||
Beginning balance (in shares) at Jun. 30, 2022 | (23.7) | ||||||||
Beginning balance at Jun. 30, 2022 | 9,662.3 | $ 1.9 | 8,616.5 | $ (1,020.6) | 2,185 | (120.5) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (257) | (257) | |||||||
Change in cumulative foreign currency translation adjustment | (116.3) | (116.3) | |||||||
Net unrealized gain on available-for-sale securities, net of taxes | 0.5 | 0.5 | |||||||
Stock-based compensation | 125 | 125 | |||||||
Issuance of restricted stock, net of forfeitures and cancellations (in shares) | 0.6 | ||||||||
Exercise of stock options (in shares) | 0.9 | ||||||||
Exercise of stock options | 42.8 | 42.8 | |||||||
Net share settlement of restricted stock awards (in shares) | (0.2) | ||||||||
Net share settlement of restricted stock awards | (23.8) | (23.8) | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 191.2 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | (23.7) | ||||||||
Ending balance at Sep. 30, 2022 | $ 9,433.5 | $ 1.9 | 8,760.5 | $ (1,020.6) | 1,928 | (236.3) | |||
Beginning balance (in shares) at Mar. 31, 2023 | 168.9 | 192.6 | |||||||
Beginning balance (in shares) at Mar. 31, 2023 | (23.7) | (23.7) | |||||||
Beginning balance at Mar. 31, 2023 | $ 9,042.5 | $ 1.9 | 9,010.2 | $ (1,020.6) | 1,164.3 | (113.3) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (749.6) | (749.6) | |||||||
Change in cumulative foreign currency translation adjustment | (37.1) | (37.1) | |||||||
Net unrealized gain on available-for-sale securities, net of taxes | 1.3 | 1.3 | |||||||
Stock-based compensation | 211.4 | 211.4 | |||||||
Issuance of restricted stock, net of forfeitures and cancellations (in shares) | 1.3 | ||||||||
Exercise of stock options (in shares) | 0 | ||||||||
Exercise of stock options | 0.2 | 0.2 | |||||||
Net share settlement of restricted stock awards (in shares) | (0.4) | ||||||||
Net share settlement of restricted stock awards | (57.1) | (57.1) | |||||||
Employee share purchase plan settlement (in shares) | 0.2 | ||||||||
Employee share purchase plan settlement | $ 18.5 | 18.5 | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 170 | 193.7 | |||||||
Ending balance (in shares) at Sep. 30, 2023 | (23.7) | (23.7) | |||||||
Ending balance at Sep. 30, 2023 | $ 8,430.1 | $ 1.9 | 9,183.2 | $ (1,020.6) | 414.7 | (149.1) | |||
Beginning balance (in shares) at Jun. 30, 2023 | 193.5 | ||||||||
Beginning balance (in shares) at Jun. 30, 2023 | (23.7) | ||||||||
Beginning balance at Jun. 30, 2023 | 8,940.2 | $ 1.9 | 9,087 | $ (1,020.6) | 958.3 | (86.4) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (543.6) | (543.6) | |||||||
Change in cumulative foreign currency translation adjustment | (63.1) | (63.1) | |||||||
Net unrealized gain on available-for-sale securities, net of taxes | 0.4 | 0.4 | |||||||
Stock-based compensation | 112 | 112 | |||||||
Issuance of restricted stock, net of forfeitures and cancellations (in shares) | 0.3 | ||||||||
Net share settlement of restricted stock awards (in shares) | (0.1) | ||||||||
Net share settlement of restricted stock awards | $ (15.8) | (15.8) | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 170 | 193.7 | |||||||
Ending balance (in shares) at Sep. 30, 2023 | (23.7) | (23.7) | |||||||
Ending balance at Sep. 30, 2023 | $ 8,430.1 | $ 1.9 | $ 9,183.2 | $ (1,020.6) | $ 414.7 | $ (149.1) |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Take-Two Interactive Software, Inc. (the "Company," "we," "us," or similar pronouns) was incorporated in the state of Delaware in 1993. We are a leading developer, publisher, and marketer of interactive entertainment for consumers around the globe. We develop and publish products principally through Rockstar Games, 2K, Private Division, and Zynga. Our products are designed for console gaming systems, PC, and mobile, including smartphones and tablets. We deliver our products through physical retail, digital download, online platforms, and cloud streaming services. Acquisition of Zynga On May 23, 2022, we completed our acquisition of 100% of the issued and outstanding shares of Zynga Inc. ("Zynga"), a leading developer of mobile games (the "Zynga Acquisition"). Refer to Note 13 - Acquisitions for additional information. Basis of Presentation The accompanying Condensed Consolidated Financial Statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries and, in our opinion, reflect all normal and recurring adjustments necessary for the fair presentation of our financial position, results of operations, and cash flows. Interim results may not be indicative of the results that may be expected for the full fiscal year. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of these Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in these Condensed Consolidated Financial Statements and accompanying notes. As permitted under U.S. GAAP, interim accounting for certain expenses, including income taxes, is based on full year assumptions when appropriate. Actual results could differ materially from those estimates, which may affect economic conditions in a number of different ways and result in uncertainty and risk. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), although we believe that the disclosures are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements and accompanying notes should be read in conjunction with our annual Consolidated Financial Statements and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. Recent Accounting Pronouncements There were no new accounting pronouncements issued or effective as of September 30, 2023, that had, or are expected to have, a material impact on our Condensed Consolidated Financial Statements. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue Timing of recognition Net revenue recognized at a point in time is primarily comprised of the portion of revenue from software products that is recognized when the customer takes control of the product (i.e. upon delivery of the software product). Net revenue recognized over time is primarily comprised of revenue from our software products that include game related services, separate virtual currency transactions, and in-game purchases, which are recognized over an estimated service period. Over time net revenue includes in-game advertising. Net revenue by timing of recognition was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Net revenue recognized: Over time $ 1,006.6 $ 1,116.4 $ 2,086.4 $ 1,923.9 Point in time 292.6 277.1 497.5 572.0 Total net revenue $ 1,299.2 $ 1,393.5 $ 2,583.9 $ 2,495.9 Content Recurrent consumer spending ("RCS") is generated from ongoing consumer engagement and includes revenue from virtual currency, add-on content, in-game purchases, and in-game advertising. Full game and other revenue primarily includes the initial sale of full game software products, which may include offline and/or significant game related services. Net revenue by content was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Net revenue recognized: Recurrent consumer spending $ 1,000.4 $ 1,101.8 $ 2,068.8 $ 1,927.4 Full game and other 298.8 291.7 515.1 568.5 Total net revenue $ 1,299.2 $ 1,393.5 $ 2,583.9 $ 2,495.9 Geography We attribute net revenue to geographic regions based on software product destination. Net revenue by geographic region was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Net revenue recognized: United States $ 795.6 $ 842.9 $ 1,599.5 $ 1,525.8 International 503.6 550.6 984.4 970.1 Total net revenue $ 1,299.2 $ 1,393.5 $ 2,583.9 $ 2,495.9 Platform Net revenue by platform was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Net revenue recognized: Mobile $ 646.2 $ 730.1 $ 1,326.2 $ 1,099.7 Console 546.7 551.9 1,051.0 1,159.1 PC and other 106.3 111.5 206.7 237.1 Total net revenue $ 1,299.2 $ 1,393.5 $ 2,583.9 $ 2,495.9 Distribution Channel Our products are delivered through digital online services (digital download, online platforms, and cloud streaming) and physical retail and other. Net revenue by distribution channel was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Net revenue recognized: Digital online $ 1,239.7 $ 1,319.2 $ 2,479.7 $ 2,357.0 Physical retail and other 59.5 74.3 104.2 138.9 Total net revenue $ 1,299.2 $ 1,393.5 $ 2,583.9 $ 2,495.9 Deferred Revenue We record deferred revenue when payments are due or received in advance of the fulfillment of our associated performance obligations. The balance of deferred revenue, including current and non-current balances as of September 30, 2023 and March 31, 2023 were $1,178.1 and $1,114.3, respectively. For the six months ended September 30, 2023, the additions to our deferred revenue balance were due primarily to cash payments received or due in advance of satisfying our performance obligations, while the reductions to our deferred revenue balance were due primarily to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business. During the three months ended September 30, 2023 and 2022, $314.3 and $259.3, respectively, of revenue was recognized that was included in the deferred revenue balance at the beginning of the respective period. During the six months ended September 30, 2023 and 2022, $838.2 and $698.9, respectively, of revenue was recognized that was included in the deferred revenue balance at the beginning of the respective period. As of September 30, 2023, the aggregate amount of contract revenue allocated to unsatisfied performance obligations is $1,327.2, which includes our deferred revenue balances and amounts to be invoiced and recognized as revenue in future periods. We expect to recognize approximately $1,232.0 of this balance as revenue over the next 12 months, and the remainder thereafter. This balance does not include an estimate for variable consideration arising from sales-based royalty license revenue in excess of the contractual minimum guarantee. As of September 30, 2023 and March 31, 2023, our contract asset balances were $82.5 and $79.9, respectively. |
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT | 6 Months Ended |
Sep. 30, 2023 | |
MANAGEMENT AGREEMENT | |
MANAGEMENT AGREEMENT | MANAGEMENT AGREEMENT In November 2017, we entered into a management agreement (the "2017 Management Agreement") with ZelnickMedia Corporation ("ZelnickMedia") that replaced our previous agreement with ZelnickMedia and pursuant to which ZelnickMedia was to provide financial and management consulting services to the Company through March 31, 2024. The 2017 Management Agreement became effective January 1, 2018. As part of the 2017 Management Agreement, Strauss Zelnick, the President of ZelnickMedia, continued to serve as Executive Chairman and Chief Executive Officer of the Company, and Karl Slatoff, a partner of ZelnickMedia, continued to serve as President of the Company. The 2017 Management Agreement provided for an annual management fee of $3.1 over the term of the agreement and a maximum annual bonus opportunity of $7.4 over the term of the agreement, based on the Company achieving certain performance thresholds. In May 2022, we entered into a new management agreement (the "2022 Management Agreement") with ZelnickMedia that replaced the 2017 Management Agreement and pursuant to which ZelnickMedia will continue to provide financial and management consulting services to the Company through March 31, 2029. The 2022 Management Agreement became effective on May 23, 2022, when our acquisition of Zynga closed (refer to Note 13 - Acquisitions ). On May 21, 2022, ZelnickMedia assigned substantially all of its rights and obligations and other liabilities under the 2022 Management Agreement to ZMC Advisors, L.P. ("ZMC Advisors"). References to "ZMC" herein shall mean either ZelnickMedia or ZMC Advisors, as appropriate. As part of the 2022 Management Agreement, Strauss Zelnick continues to serve as Executive Chairman and Chief Executive Officer of the Company, and Karl Slatoff continues to serve as President of the Company. The 2022 Management Agreement provides for an annual management fee of $3.3 over the term of the agreement and a maximum annual bonus opportunity of $13.2 over the term of the agreement, based on the Company achieving certain performance thresholds. In connection with the 2022 Management Agreement, we have and expect to grant time-based and performance-based restricted units to ZMC. In consideration for ZMC's services, we recorded consulting expense in General and administrative expenses on our Condensed Consolidated Statements of Operations of $2.4 and $1.2 during the three months ended September 30, 2023 and 2022, respectively, and $5.2 and $3.9 during the six months ended September 30, 2023 and 2022, respectively. We recorded stock-based compensation expense for restricted stock units granted to ZMC, which is also included in General and administrative expenses, of $13.9 and $13.0 during the three months ended September 30, 2023 and 2022, respectively, and $25.1 and $21.5 during the six months ended September 30, 2023 and 2022, respectively. In connection with the 2022 Management Agreement and 2017 Management Agreement, we have granted restricted stock units (in thousands) to ZMC as follows: Six Months Ended September 30, 2023 2022 Time-based 97 192 Market-based (1) 295 510 Performance-based (1) IP — 18 RCS 98 153 Total Performance-based 98 171 Total Restricted Stock Units 490 873 (1) Represents the maximum of shares eligible to vest Time-based restricted stock units granted pursuant to the 2022 Management Agreement in fiscal year 2024 will vest on June 1, 2024, June 1, 2025, and June 1, 2026, and those granted in fiscal year 2023, partially vested on June 1, 2023 and will also vest June 1, 2024, and June 1, 2025. Time-based restricted stock units granted in fiscal year 2023 pursuant to the 2017 Management Agreement will vest on April 13, 2024. Market-based restricted stock units granted pursuant to the 2022 Management Agreement in fiscal year 2024 are eligible to vest on June 1, 2026, and those granted in fiscal year 2023 are eligible to vest on June 1, 2024 and June 1, 2025. Market-based restricted stock units granted in fiscal year 2023 pursuant to the 2017 Management Agreement are eligible to vest on April 13, 2024. Market-based restricted stock units are eligible to vest based on the Company's Total Shareholder Return (as defined in the relevant grant agreement) relative to the Total Shareholder Return (as defined in the relevant grant agreement) of the companies that constitute either the NASDAQ Composite Index under the 2017 Management Agreement or the NASDAQ 100 index under the 2022 Management Agreement (as defined in the relevant grant agreement) as of the grant date measured over a two-year period or three-year period, as applicable. To earn the target number of market-based restricted stock units (which represents 50% of the number of the market-based restricted stock units set forth in the table above), the Company must perform at the 50th percentile, with the maximum number of market-based restricted stock units earned if the Company performs at the 75th percentile. Performance-based restricted stock units granted pursuant to the 2022 Management Agreement in fiscal year 2024 are eligible to vest on June 1, 2026, and those granted in fiscal year 2023 are eligible to vest on June 1, 2024 and June 1, 2025. Performance-based restricted stock units granted in fiscal year 2023 pursuant to the 2017 Management Agreement are eligible to vest on April 13, 2024. The performance-based restricted stock units, of which certain are tied to "IP" and "RCS" (as defined in the relevant grant agreement), are eligible to vest based on the Company's achievement of certain performance metrics (as defined in the relevant grant agreement) of either individual product releases of "IP" measured over a two-year period or "RCS" measured over a three-year period. The target number of performance-based restricted stock units that may be earned pursuant to these grants is equal to 50% of the grant amounts set forth in the above table (the numbers in the table represent the maximum number of performance-based restricted stock units that may be earned). At the end of each reporting period, we assess the probability of each performance metric and upon determination that certain thresholds are probable, we record expense for the unvested portion of the shares of performance-based restricted stock units. The unvested portions of time-based, market-based and performance-based restricted stock units held by ZMC were 1.3 and 1.1 as of September 30, 2023 and March 31, 2023, respectively. During the six months ended September 30, 2023, 0.2 restricted stock units previously granted to ZMC vested, and 0.0 restricted stock units were forfeited by ZMC. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Recurring fair value measurements The carrying amounts of our financial instruments, including cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, prepaid expenses and other, accounts payable, and accrued expenses and other current liabilities, approximate fair value because of their short maturities. We follow a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of "observable inputs" and minimize the use of "unobservable inputs." The three levels of inputs used to measure fair value are as follows: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. The table below segregates all assets and liabilities that are measured at fair value on a recurring basis (which is measured at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date. September 30, 2023 Quoted prices Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 264.2 $ — $ — $ 264.2 Bank-time deposits 58.8 — — 58.8 Short-term investments: Corporate bonds — 15.8 — 15.8 Bank-time deposits 29.3 — — 29.3 Restricted cash and cash equivalents: Money market funds 423.9 — — 423.9 Bank-time deposits 0.5 — — 0.5 Restricted cash and cash equivalents, long term: Money market funds 105.0 — — 105.0 Other assets: Foreign currency forward contracts — 0.3 — 0.3 Private equity — — 29.0 29.0 Total financial assets $ 881.7 $ 16.1 $ 29.0 $ 926.8 Liabilities: Accrued expenses and other current liabilities: Contingent earn-out consideration $ — $ — $ 16.5 $ 16.5 Other-long term liabilities: Contingent earn-out consideration — — 19.2 19.2 Short-term debt, net: Convertible notes — 23.1 — 23.1 Long-term debt, net: Convertible notes — 24.2 — 24.2 Total financial liabilities $ — $ 47.3 $ 35.7 $ 83.0 March 31, 2023 Quoted prices in active markets for identical assets (level 1) Significant other observable inputs (level 2) Significant unobservable inputs (level 3) Total Assets: Cash and cash equivalents: Money market funds $ 368.0 $ — $ — $ 368.0 Bank-time deposits 145.8 — — 145.8 Short-term investments: Corporate bonds — 145.2 — 145.2 Bank-time deposits 41.8 — — 41.8 Restricted cash and cash equivalents: Money market funds 306.1 — — 306.1 Bank-time deposits 0.5 — — 0.5 Restricted cash and cash equivalents, long term: Money market funds 99.6 — — 99.6 Other assets: Private equity — — 26.5 26.5 Total financial assets $ 961.8 $ 145.2 $ 26.5 $ 1,133.5 Liabilities: Accrued expenses and other current liabilities: Foreign currency forward contracts $ — $ 2.5 $ — $ 2.5 Contingent earn-out consideration — — 66.6 66.6 Other long-term liabilities: Contingent earn-out consideration — — 27.3 27.3 Long-term debt, net: Convertible notes — 44.1 — 44.1 Total financial liabilities $ — $ 46.6 $ 93.9 $ 140.5 We did not have any transfers between Level 1 and Level 2 fair value measurements, nor did we have any transfers into or out of Level 3 during the six months ended September 30, 2023. In connection with the Nordeus acquisition we completed on June 1, 2021, our consideration included a contingent earn-out consideration arrangement that requires us to pay an aggregate of $153.0 in cash if Nordeus achieves certain performance measures over the 12- and 24-month periods following the closing. We recorded $61.1 as the initial fair value of contingent earn-out consideration. The fair value was estimated using a Monte-Carlo simulation model, which included significant unobservable Level 3 inputs, such as projected financial performance over the earn-out period along with estimates for market volatility and the discount rate applicable to potential cash payouts. During the six months ended September 30, 2023, we recognized General and administrative expense of $4.5 within our Condensed Consolidated Statements of Operations for the increase in fair value of the contingent earn-out consideration liability associated with the Nordeus acquisition, which increased the fair value of the contingent consideration liability related to the second earn-out period to $69.5. During the three months ended September 30, 2023, we paid $69.5 related to these earn-out consideration arrangements. In connection with our acquisition of Popcore GmbH ("Popcore") we completed on November 16, 2022, our consideration included a contingent earn-out consideration arrangement that requires us to pay an aggregate of $105.0 in cash if Popcore achieves certain performance measures over each of the three During the three and six months ended September 30, 2023 we recognized General and administrative expense of $(2.8) and $6.8, respectively, within our Condensed Consolidated Statements of Operations for the change in fair value of the contingent earn-out consideration liability associated with the Popcore acquisition. The fair value of the contingent consideration liability related to the earn-out period is $32.4, with $15.2 and $17.2 being recorded within Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in our Condensed Consolidated Balance Sheet as of September 30, 2023. The change resulted from a higher probability of Popcore achieving certain performance measures in all three 12-month periods. The remaining contingent earn-out consideration liability of $1.3 and $2.0 recorded within Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in our Condensed Consolidated Balance Sheet as of September 30, 2023 relates to immaterial earn-out arrangements from Zynga's historical acquisitions. For these acquisitions, we estimated the acquisition date fair value of the contingent consideration obligations using a discounted cash flow model. Nonrecurring fair value measurements We hold equity investments in certain unconsolidated entities without a readily determinable fair value. These strategic investments represent less than a 20% ownership interest in each of the privately-held affiliates, and we do not maintain significant influence over or control of the entities. We have elected the practical expedient in Topic 321, Investments-Equity Securities , to measure these investments at cost less any impairment, adjusted for observable price changes, if any. Based on these considerations, we estimate that the carrying value of the acquired shares represents the fair value of the investment. At September 30, 2023, and March 31, 2023, we held $8.0 and $8.0, respectively, of such investments in Other assets within our Condensed Consolidated Balance Sheet. |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 6 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
SHORT-TERM INVESTMENTS | SHORT-TERM INVESTMENTS Our Short-term investments consisted of the following: September 30, 2023 Gross Cost or Gains Losses Fair Value Short-term investments Bank time deposits $ 29.3 $ — $ — $ 29.3 Available-for-sale securities: Corporate bonds 15.9 — (0.1) 15.8 Total Short-term investments $ 45.2 $ — $ (0.1) $ 45.1 March 31, 2023 Gross Cost or Gains Losses Fair Value Short-term investments Bank time deposits $ 41.8 $ — $ — $ 41.8 Available-for-sale securities: Corporate bonds 147.2 — (2.0) 145.2 Total Short-term investments $ 189.0 $ — $ (2.0) $ 187.0 The following table summarizes the contracted maturities of our short-term investments at September 30, 2023: September 30, 2023 Amortized Fair Short-term investments Due in 1 year or less $ 45.2 $ 45.1 Total Short-term investments $ 45.2 $ 45.1 |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 6 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Our risk management strategy includes the use of derivative financial instruments to reduce the volatility associated with changes in foreign currency exchange rates on earnings, cash flows, and certain balance sheet amounts. We do not enter into derivative financial contracts for speculative or trading purposes. We recognize derivative instruments as either assets or liabilities on our Consolidated Balance Sheets, and we measure those instruments at fair value. We classify cash flows from derivative transactions as cash flows from operating activities in our Consolidated Statements of Cash Flows. Foreign currency forward contracts The following table shows the gross notional amounts of foreign currency forward contracts: September 30, 2023 March 31, 2023 Forward contracts to sell foreign currencies $ 292.8 $ 224.3 Forward contracts to purchase foreign currencies 30.3 51.2 |
SOFTWARE DEVELOPMENT COSTS AND
SOFTWARE DEVELOPMENT COSTS AND LICENSES | 6 Months Ended |
Sep. 30, 2023 | |
SOFTWARE DEVELOPMENT COSTS AND LICENSES | |
SOFTWARE DEVELOPMENT COSTS AND LICENSES | SOFTWARE DEVELOPMENT COSTS AND LICENSES Details of our capitalized software development costs and licenses were as follows: September 30, 2023 March 31, 2023 Current Non-current Current Non-current Software development costs, internally developed $ 74.7 $ 1,032.7 $ 47.4 $ 882.0 Software development costs, externally developed 0.1 227.7 2.2 169.7 Licenses 19.7 10.3 16.3 20.5 Software development costs and licenses $ 94.5 $ 1,270.7 $ 65.9 $ 1,072.2 During the three months ended September 30, 2023 and 2022, we recorded $3.5 and $6.4, respectively, of software development impairment charges (a component of Cost of revenue). The impairment charges recorded during the three months ended September 30, 2023 and 2022 related to unamortized capitalized costs for the development of titles, which were anticipated to exceed the net realizable value of the asset at the time they were impaired. During the six months ended September 30, 2023 and 2022, we recorded $21.7 and $23.3, respectively, of software development impairment charges (a component of Cost of revenue). The impairment charges recorded during the six months ended September 30, 2023 related to unamortized capitalized costs for the development of titles, which were anticipated to exceed the net realizable value of the asset at the time they were impaired. The impairment charges recorded during the six months ended September 30, 2022 related to (i) a decision not to proceed with further development of certain interactive entertainment software and (ii) recognizing unamortized capitalized costs for the development of a title, which were anticipated to exceed the net realizable value of the asset at the time they were impaired. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Sep. 30, 2023 | |
Liabilities, Current [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: September 30, 2023 March 31, 2023 Software development royalties $ 651.3 $ 510.7 Compensation and benefits 190.3 177.5 Licenses 113.0 63.0 Marketing and promotions 94.1 132.7 Tax payable 71.9 33.0 Refund liability 53.8 52.4 Deferred acquisition payments 30.2 82.7 Interest payable 29.3 29.6 Sales tax liability 21.7 14.0 Other 60.6 130.1 Accrued expenses and other current liabilities $ 1,316.2 $ 1,225.7 |
DEBT
DEBT | 6 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The components of Long-term debt, net on our Condensed Consolidated Balance Sheet were as follows: Annual Interest Rate Maturity Date September 30, 2023 Fair Value (Level 2) 2025 Notes 3.55% April 14, 2025 $ 600.0 $ 579.1 2026 Notes 5.00% March 28, 2026 500.0 491.1 2027 Notes 3.70% April 14, 2027 600.0 562.6 2028 Notes 4.95% March 28, 2028 500.0 484.1 2032 Notes 4.00% April 14, 2032 500.0 437.0 2026 Convertible Notes 0.00% December 15, 2026 24.2 24.2 Total $ 2,724.2 $ 2,578.1 Unamortized discount and issuance costs (17.1) Long-term debt, net $ 2,707.1 Annual Interest Rate Maturity Date March 31, 2023 Fair Value (Level 2) 2025 Notes 3.55% April 14, 2025 $ 600.0 $ 583.8 2027 Notes 3.70% April 14, 2027 600.0 580.9 2032 Notes 4.00% April 14, 2032 500.0 460.6 2024 Convertible Notes 0.25% June 1, 2024 20.8 20.8 2026 Convertible Notes 0.00% December 15, 2026 23.3 23.3 Total $ 1,744.1 $ 1,669.4 Unamortized discount and issuance costs (11.1) Long-term debt, net $ 1,733.0 The components of Short-term debt, net on our Condensed Consolidated Balance Sheet were as follows: Annual Interest Rate Maturity Date September 30, 2023 Fair Value (Level 2) 2024 Notes 3.30% March 28, 2024 $ 350.0 $ 345.4 2024 Convertible Notes 0.25% June 1, 2024 23.1 23.1 Total $ 373.1 $ 368.5 Unamortized discount and issuance costs — Short-term debt, net $ 373.1 Annual Interest Rate Maturity Date March 31, 2023 Fair Value (Level 2) 2024 Notes 3.30% March 28, 2024 $ 1,000.0 $ 978.2 Term Loan 3.60% June 21, 2023 350.0 350.0 Total $ 1,350.0 $ 1,328.2 Unamortized discount and issuance costs (3.2) Short-term debt, net $ 1,346.8 Interest expense as it relates to our debt is recorded within Interest and other, net in our Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2023, and 2022, respectively, and was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 2024 Notes $ 2.9 $ 8.3 $ 9.4 $ 15.0 2025 Notes 5.4 5.3 10.7 9.8 2026 Notes 6.3 — 11.6 — 2027 Notes 5.5 5.6 11.1 10.2 2028 Notes 6.2 — 11.5 — 2032 Notes 5.0 5.0 10.0 9.2 Term Loan — 3.2 1.5 3.5 2022 Credit Agreement — 1.5 — 1.7 Total $ 31.3 $ 28.9 $ 65.8 $ 49.4 The following table outlines the aggregate amount of maturities of our borrowings, as of September 30, 2023: Fiscal Year Ending March 31, Maturities 2024 (remaining) $ 350.0 2025 21.4 2026 1,100.0 2027 29.4 2028 1,100.0 Thereafter 500.0 Total 3,100.8 Fair value adjustments (3.5) Total face value $ 3,097.3 Senior Notes On April 14, 2023, we completed our offering and sale of $1,000.0 aggregate principal amount of our senior notes, consisting of $500.0 principal amount of our 5.000% Senior Notes due 2026 (the "2026 Notes") and $500.0 principal amount of our 4.950% Senior Notes due 2028 ("the 2028 Notes"). On April 14, 2022, we completed our offering and sale of 2,700.0 aggregate principal amount of our senior notes, consisting of $1,000.0 principal amount of our 3.300% Senior Notes due 2024 (the “2024 Notes”), $600.0 principal amount of our 3.550% Senior Notes due 2025 (the “2025 Notes”), $600.0 principal amount of our 3.700% Senior Notes due 2027 (the “2027 Notes”), and $500.0 principal amount of our 4.000% Senior Notes due 2032 (the “2032 Notes” and together with the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes, and 2028 Notes, the "Senior Notes"). The Senior Notes were issued under an indenture, dated as of April 14, 2022 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) and (i) a first supplemental indenture, with respect to the 2024 Notes, (ii) a second supplemental indenture, with respect to the 2025 Notes, (iii) a third supplemental indenture, with respect to the 2027 Notes, (iv) a fourth supplemental indenture, with respect to the 2032 Notes, (v) a fifth supplemental indenture, with respect to the 2026 Notes, and (vi) a sixth supplemental indenture, with respect to the 2028 Notes (collectively, the “Supplemental Indentures” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Senior Notes are the Company’s senior unsecured obligations and rank equally with all of our other existing and future unsubordinated obligations. We will pay interest on the 2024 Notes, 2026 Notes, and 2028 Notes semi-annually on March 28 and September 28 of each year, commencing September 28, 2022 for the 2024 Notes and September 28, 2023 for the 2026 Notes and 2028 Notes. We will pay interest on each of the 2025 Notes, 2027 Notes, and 2032 Notes semi-annually on April 14 and October 14 of each year, commencing October 14, 2022. During the six months ended September 30, 2023, we made interest payments of $64.2. The proceeds from the issuances of the Senior Notes were used to finance a portion of our acquisition of Zynga and repay certain of our debt. The Senior Notes are not entitled to any sinking fund payments. We may redeem each series of the Senior Notes at any time in whole or from time to time in part at the applicable redemption prices set forth in each Supplemental Indenture. Upon the occurrence of a Change of Control Repurchase Event (as defined in each of the Supplemental Indentures) with respect to a series of the Senior Notes, each holder of the Senior Notes of such series will have the right to require the Company to purchase that holder’s Notes of such series at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, unless the Company has exercised its option to redeem all the Senior Notes. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Senior Notes will become due and payable immediately. If any other event of default specified in the Indenture occurs and is continuing with respect to any series of the Senior Notes, the Trustee or the holders of at least 25% in aggregate principal amount of that series of the outstanding Notes may declare the principal of such series of Senior Notes immediately due and payable. The Indenture contains certain limitations on the ability of the Company and its subsidiaries to grant liens without equally securing the Senior Notes, or to enter into certain sale and lease-back transactions. These covenants are subject to a number of important exceptions and limitations, as further provided in the Indenture. Debt issuance costs of $26.6 and original issuance discount of $1.9 were incurred in connection with the Senior Notes. These debt issuance costs and original issuance discount are included as a reduction of the debt within Long-term debt, net on our Condensed Consolidated Balance Sheet and will be amortized into Interest and other, net in our Consolidated Statements of Operations over the contractual term of the Senior Notes. During the three months ended September 30, 2023, and 2022, we recognized $1.8 and $1.4, respectively, of amortization of debt issuance costs and $0.1 and $0.1, respectively, of amortization of the original issuance discount. During the six months ended September 30, 2023, and 2022, we recognized $3.6 and $2.6, respectively, of amortization of debt issuance costs and $0.3 and $0.2, respectively, of amortization of the original issuance discount. On June 5, 2023, pursuant to a tender offer, we purchased and retired $650.0 in aggregate principal amount of our 2024 Notes, resulting in a remaining principal amount of $350.0 recorded within Short-term debt, net on our Condensed Consolidated Balance Sheet. During the three and six months ended September 30, 2023, we recognized a debt extinguishment gain of approximately $0.7 and $7.7, respectively, net of unamortized debt discount and debt issuance costs recorded within Interest and other, net in our Condensed Consolidated Statement of Operations. The purchase of a portion of our 2024 Notes was funded with proceeds received from the 2026 Notes and 2028 Notes. Credit Agreement On May 23, 2022, we entered into a new unsecured Credit Agreement (the "2022 Credit Agreement"), which replaced in its entirety the Company's prior Credit Agreement, dated as of February 8, 2019, which was paid off in full and terminated. The 2022 Credit Agreement provides for an unsecured five-year revolving credit facility with commitments of $500.0, including sublimits for (i) the issuance of letters of credit in an aggregate face amount of up to $100.0 and (ii) borrowings and letters of credit denominated in Pounds Sterling, Euros, and Canadian Dollars in an aggregate principal amount of up to $100.0. In addition, the 2022 Credit Agreement contains uncommitted incremental capacity permitting the incurrence of up to an additional amount not to exceed the greater of $250.0 and 35.0% of the Company's Consolidated Adjusted EBITDA (as defined in the 2022 Credit Agreement). Loans under the 2022 Credit Agreement will bear interest at a rate of (a) 0.000% to 0.625% above an alternate base rate (8.50% at September 30, 2023) or (b) 1.000% to 1.625% above Secured Overnight Financing Rate ("SOFR"), approximately 5.32% at September 30, 2023, which rates are determined by the Company's credit rating. The 2022 Credit Agreement also includes, among other terms and conditions, a maximum leverage ratio covenant, as well as customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, and dispose of all or substantially all assets, in each case subject to certain exceptions and baskets. In addition, the 2022 Credit Agreement provides for events of default customary for a credit facility of this size and type, including, among others, non-payment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, cross-defaults to material indebtedness, and material judgment defaults (subject to certain limitations and cure periods). Upon execution of the 2022 Credit Agreement, we incurred $3.5 of debt issuance costs that were capitalized within Other assets on our Condensed Consolidated Balance Sheet and will be amortized on a straight-line basis over the five-year term of the 2022 Credit Agreement, with the expense recorded within Interest and other, net in our Condensed Consolidated Statements of Operations. During the three months ended September 30, 2023, and 2022, we amortized $0.1 and $0.2, respectively, and during the six months ended September 30, 2023 and 2022 we amortized $0.3 and $0.3, respectively, of these debt issuance costs. As of September 30, 2023, there were no borrowings under the 2022 Credit Agreement, and we had approximately $499.5 available for additional borrowings. Information related to availability on our 2022 Credit Agreement for each period was as follows: September 30, 2023 March 31, 2023 Available borrowings $ 499.5 $ 499.5 Outstanding letters of credit 2.8 2.8 Term Loan On June 22, 2022, we entered into an unsecured 364-Day Term Loan Credit Agreement ("Term Loan"). The Term Loan provided for an unsecured 364-day term loan credit facility in the aggregate principal amount of $350.0, maturing on June 21, 2023. We fully drew down on the Term Loan on June 22, 2022 at approximately 3.60%. The proceeds were used to finance a portion of the repurchase of the Convertible Notes (see below). A portion of the proceeds from the April 14, 2023 issuance of the 2026 Notes and 2028 Notes were used to fully repay the Term Loan on April 27, 2023. Convertible Notes In conjunction with the acquisition of Zynga on May 23, 2022 (refer to Note 13 - Acquisitions ), we entered into (a) the First Supplemental Indenture (the “2024 Supplemental Indenture”) to the Indenture, dated as of June 14, 2019 (the “2024 Indenture”), between Zynga and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association) (the “Convertible Notes Trustee”), relating to Zynga’s 0.25% Convertible Senior Notes due 2024 (the “2024 Convertible Notes”), and (b) the First Supplemental Indenture (the “2026 Supplemental Indenture” and, together with the 2024 Supplemental Indenture, the “Supplemental Indentures”) to the Indenture, dated as of December 17, 2020 (the “2026 Indenture” and, together with the 2024 Indenture, the “Indentures”), between Zynga and the Convertible Notes Trustee, relating to Zynga’s 0.00% Convertible Senior Notes due 2026 (the “2026 Convertible Notes” and, together with the 2024 Convertible Notes, the “Convertible Notes”). As of the closing date of the acquisition, approximately $690.0 aggregate principal amount of the 2024 Convertible Notes was outstanding and approximately $874.5 aggregate principal amount of the 2026 Convertible Notes was outstanding. Following the acquisition and according to the Supplemental Indentures, we assumed all of Zynga’s rights and obligations under the Indentures, and the Company guaranteed the payment and other obligations of Zynga under the Convertible Notes. As a result of our acquisition of Zynga, the right to convert each one thousand dollar principal amount of such Convertible Notes into shares of Zynga common stock was changed into a right to convert such principal amount of such Convertible Notes into the number of units of Reference Property equal to the conversion rate in effect immediately prior to the closing, in each case pursuant to the terms and procedures set forth in the applicable Indenture. A unit of Reference Property is defined in each Indenture as 0.0406 shares of Take-Two common stock and $3.50 in cash, without interest, plus cash in lieu of any fractional shares of Take-Two common stock. The 2024 Convertible Notes and 2026 Convertible Notes mature on June 1, 2024, and December 15, 2026, respectively, unless earlier converted, redeemed, or repurchased in accordance with their terms, respectively, prior to the maturity date. Interest is payable semiannually on the 2024 Convertible Notes in arrears on March 1 and September 1 of each year. The 2026 Convertible Notes do not bear regular interest, and the principal amount does not accrete. The acquisition of Zynga constituted a Fundamental Change, a Make-Whole Fundamental Change, and a Share Exchange Event (each as defined in the Indentures) under the Indentures. The effective date of the Fundamental Change, Make-Whole Fundamental Change and Share Exchange Event in respect of the Convertible Notes was May 23, 2022, and the related tender and conversion periods expired on June 22, 2022. As a result, each holder of Convertible Notes had the right to tender its Convertible Notes to the Company for cash or surrender its Convertible Notes for conversion into the Reference Property at the applicable conversion rate, in each case pursuant to the terms and procedures set forth in the applicable Indenture. As of the expiration of the Fundamental Change, Make-Whole Fundamental Change, and Share Exchange Event, (a) $0.3 aggregate principal amount of the 2024 Convertible Notes and (b) $845.1 aggregate principal amount of the 2026 Convertible Notes were tendered for cash. In addition, (a) $668.3 aggregate principal amount of the 2024 Convertible Notes, and (b) no 2026 Convertible Notes were surrendered for conversion into the applicable Reference Property. In total, we paid $321.6 for the tendered or converted 2024 Convertible Notes, including interest, and $845.1 for the tendered 2026 Convertible Notes in cash, and we issued 3.7 shares of our common stock upon the conversion of the 2024 Convertible Notes. After settlement of all Convertible Notes tendered or surrendered for conversion, $21.4 aggregate principal amount of the 2024 Convertible Notes remained outstanding and $29.4 aggregate principal amount of the 2026 Convertible Notes remained outstanding at September 30, 2023. The 2024 Convertible Notes and 2026 Convertible Notes constitute senior unsecured indebtedness of Zynga, ranking pari passu with all of our other existing and future senior unsecured unsubordinated obligations of Zynga. As a result, the 2024 Convertible Notes and 2026 Convertible Notes are structurally senior to the indebtedness of the Company as to Zynga, its subsidiaries, and their respective assets. As noted above, the Company also guaranteed the payment and other obligations of Zynga under the Convertible Notes. The Company's guarantees of the 2024 Convertible Notes and 2026 Convertible Notes are the Company's senior unsecured obligations and rank equally with all of the Company's other existing and future senior unsecured unsubordinated obligations. Under the terms of the applicable Indentures, prior to the close of business on the business day immediately preceding March 1, 2024 with respect to the 2024 Convertible Notes and September 15, 2026 with respect to the 2026 Convertible Notes, the Convertible Notes will be convertible only under the following circumstances: • during any calendar quarter, if the value of a unit of Reference Property (based on the last reported sales price of our common stock), for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the applicable series of the 2024 Convertible Notes or 2026 Convertible Notes, respectively, on each applicable trading day; • during the five business-day period after any five consecutive trading-day period in which the trading price per one thousand dollar principal amount of each applicable series of the 2024 Convertible Notes or 2026 Convertible Notes for such trading day was less than 98% of the product of the value of a unit of Reference Property (based on the last reported sale price of our common stock) and the conversion rate of the applicable series of the 2024 Convertible Notes or 2026 Convertible Notes, respectively, on each such trading day; • if we call the 2024 Convertible Notes or 2026 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the respective redemption date; or • upon the occurrence of specified corporate events described in the respective Indentures. Upon any conversion, holders will receive either cash or a combination of cash and shares of Take-Two common stock, at our election. As of September 30, 2023, the conditions allowing holders of the Convertible Notes to convert their respective series of the Convertible Notes have not been met, and, therefore, both the Convertible Notes are not yet convertible. We have elected to account for these Convertible Notes, which are considered derivatives, using the fair value option (Level 2) under ASC 825, as the Convertible Notes were initially recognized at fair value under the acquisition method of accounting in connection with the Zynga Acquisition (refer to Note 13 - Acquisitions |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per share: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Computation of Basic and diluted loss per share: Net loss $ (543.6) $ (257.0) $ (749.6) $ (361.0) Weighted average shares outstanding—basic 169.9 166.9 169.6 151.8 Basic and diluted loss per share $ (3.20) $ (1.54) $ (4.42) $ (2.38) We incurred a net loss for the three and six months ended September 30, 2023 and 2022; therefore, the diluted weighted average shares outstanding excludes the effect of unvested common stock equivalents because their effect would be antidilutive. For the three months ended September 30, 2023, we had 2.0 potentially dilutive shares from share-based awards and 0.2 of shares from Convertible Notes that are excluded due to the net loss for the period. For the six months ended September 30, 2023, we had 1.9 potentially dilutive shares from share-based awards and 0.2 of shares from Convertible Notes that are excluded due to the net loss for the period. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES We have entered into various agreements in the ordinary course of business that require substantial cash commitments over the next several years. Other than agreements entered into in the ordinary course of business and in addition to the agreements requiring known cash commitments as reported in Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, we did not have any significant changes to our commitments since March 31, 2023. Legal and Other Proceedings We are, or may become, subject to demands and claims (including intellectual property and employment related claims) and are involved in routine litigation in the ordinary course of business which we do not believe to be material to our business or financial condition or results of operations. We have appropriately accrued amounts related to certain of these claims and legal and other proceedings. While it is reasonably possible that a loss may be incurred in excess of the amounts accrued in our financial statements, we believe that such losses, unless otherwise disclosed, would not be material. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The benefit from income taxes for the three months ended September 30, 2023 is based on our projected annual effective tax rate for fiscal year 2024, adjusted for specific items that are required to be recognized in the period in which they are incurred. The benefit from income taxes was $33.4 for the three months ended September 30, 2023, as compared to the benefit from income taxes of $44.1 for the prior year period. When compared to the statutory rate of 21%, the effective tax rate of 5.8% for the three months ended September 30, 2023 was due primarily to tax expense of $56.3 related to an increase in the U.S. valuation allowance, tax expense of $33.5 related to the impairment of nondeductible goodwill, $8.1 related to the revaluation of deferred taxes due to a change in the statutory tax rate in Turkey, offset by tax benefits of $21.6 from tax credits and by the geographic mix of earnings. The benefit from income taxes for the six months ended September 30, 2023 is based on our projected annual effective tax rate for fiscal year 2024, adjusted for specific items that are required to be recognized in the period in which they are incurred. The benefit from income taxes was $56.3 for the six months ended September 30, 2023, as compared to the benefit from income taxes of $46.4 for the prior year period. When compared to the statutory rate of 21%, the effective tax rate of 7.0% for the six months ended September 30, 2023 was due primarily to tax expense of $81.6 related to an increase in the U.S. valuation allowance, tax expense of $33.5 related to the impairment of nondeductible goodwill, $8.1 related to the revaluation of deferred taxes due to a change in the statutory tax rate in Turkey, offset by tax benefits of $42.0 from tax credits and by the geographic mix of earnings. The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) includes a new corporate alternative minimum tax (CAMT) of 15% on the adjusted financial statement income (AFSI) of corporations with an average AFSI exceeding $1.0 billion over a consecutive three-year period. The CAMT is effective for taxable year ending March 31, 2024. It is possible that the CAMT could result in an additional tax liability over the regular federal corporate tax liability in a particular year based on differences between book and taxable income. We estimate no tax liability relating to CAMT for the current fiscal year. We will continue to evaluate the potential impact the Inflation Reduction Act may have on our operations and Consolidated Financial Statements in future periods. We are regularly examined by domestic and foreign taxing authorities. Examinations may result in tax assessments in excess of amounts claimed and the payment of additional taxes. We believe our tax positions comply with applicable tax law, and that we have adequately provided for reasonably foreseeable tax assessments. It is possible that settlement of audits or the expiration of the statute of limitations may have an impact on our effective tax rate in future periods. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Zynga Acquisition On May 23, 2022, we completed the Zynga Acquisition. Under the terms and conditions of the merger agreement, each Zynga stockholder received $3.50 in cash and 0.0406 shares of our common stock and cash in lieu of fractional shares for each share of Zynga common stock outstanding at closing. Our consideration consisted of an aggregate of $3,992.4 in cash, 46.3 shares of our common stock, and $151.7 of replacement equity awards attributable to the pre-acquisition service period. In connection with the transaction, on April 14, 2022, we completed our offering and sale of $2,700.0 aggregate principal amount of our Senior Notes (refer to Note 9 - Debt ). The cash portion of the merger consideration was funded from our cash on hand, including the proceeds from our senior notes offering. We acquired Zynga as part of our ongoing strategy to expand selectively our portfolio of owned intellectual property and to diversify and strengthen further our mobile offerings. The acquisition-date fair value of the consideration totaled $9,521.8, which consisted of the following: Fair value of purchase consideration Cash $ 3,992.4 Common stock (46.3 shares) 5,377.7 Replacement equity awards 151.7 Total $ 9,521.8 We used the acquisition method of accounting and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess recorded to goodwill. The following table summarizes the acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Zynga: Fair Value Weighted average useful life Cash acquired $ 864.9 N/A Accounts receivable 271.2 N/A Prepaid expenses and other 194.4 N/A Fixed assets 54.3 N/A Right-of-use assets 92.7 N/A Other tangible assets 67.1 N/A Accounts payable (78.5) N/A Accrued expenses and other current liabilities (352.8) N/A Deferred revenue (333.1) N/A Lease liabilities (15.7) N/A Long-term debt (1,653.1) N/A Non-current lease liabilities (131.6) N/A Deferred tax liabilities, net (922.9) N/A Other liabilities assumed (61.5) N/A Intangible Assets Developed game technology 4,440.0 7 Branding and trade names 384.0 12 Game engine technology 261.0 4 User base 316.0 1 Developer relationships 57.0 4 Advertising technology 43.0 3 Customer relationships 31.0 5 Goodwill 5,994.4 N/A Total $ 9,521.8 Popcore Acquisition On November 16, 2022, we completed the acquisition of 100% of Popcore, a privately-held Germany-based free-to-play mobile game developer, for initial consideration of $116.9 in cash, 0.6 shares of our common stock, and a contingent earn-out consideration arrangement that requires us to pay up to an aggregate of $105.0 in cash if Popcore achieves certain performance measures over each of the three We acquired Popcore as part of our ongoing strategy to expand selectively our portfolio of owned intellectual property and to diversify and strengthen further our mobile offerings. The acquisition-date fair value of the consideration totaled $198.0, which consisted of the following: Fair value of purchase consideration Cash $ 116.9 Common stock (0.6 shares) 57.8 Contingent earn-out 23.3 Total $ 198.0 The fair value of the contingent earn-out consideration arrangement at the acquisition date was $23.3. We estimated the fair value of the contingent earn-out consideration using a Monte Carlo simulation model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. (Refer to Note 4 - Fair Value Measurements ). We used the acquisition method of accounting and recognized assets and liabilities at their fair value as of the date of acquisition, with the excess recorded to goodwill. The preliminary fair values of net tangible and intangible assets are management’s estimates based on the information available at the acquisition date and may change over the measurement period, which will end no later than one year from the acquisition date, as additional information is received. The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Popcore: Fair Value Weighted average useful life Cash acquired $ 37.1 N/A Other tangible assets 22.4 N/A Other liabilities assumed (81.2) N/A Intangible Assets Developed game technology 113.0 5 Game engine technology 27.7 7 Branding and trade names 3.4 4 Goodwill 75.6 N/A Total $ 198.0 Goodwill, which is not deductible for U.S. income tax purposes, is primarily attributable to the assembled workforce of the acquired business and expected synergies at the time of the acquisition. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 6 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The change in our goodwill balance is as follows: Total Balance at March 31, 2023 $ 6,767.1 Additions from immaterial acquisitions 20.0 Impairment (165.4) Currency translation adjustment (21.4) Balance at September 30, 2023 $ 6,600.3 During the three and six months ended September 30, 2023, we recognized a goodwill impairment charge of $165.4 representing a partial impairment related to one of our reporting units. We identified various qualitative factors that, collectively, indicated that the fair value of one of our reporting units was more likely than not less than its carrying amount, including a reduction in the forecasted performance of the reporting unit due to industry conditions and changes in our strategies for games within the reporting unit in response to those conditions. As a result of this qualitative analysis, we performed a valuation of the reporting unit using discounted cash flow and guideline public company methodologies. Key assumptions and estimates used in deriving the fair value are forecasted revenue, EBITDA margins, long-term decay rate, and discount rate. There were no goodwill impairment charges for the three and six months ended September 30, 2022. Intangibles The following table sets forth the intangible assets that are subject to amortization: September 30, 2023 March 31, 2023 Gross Accumulated Net Book Gross Accumulated Net Book Weighted average useful life Developed Game Technology $ 4,184.2 $ (1,053.9) $ 3,130.3 $ 4,434.5 $ (744.0) $ 3,690.5 7 years Branding and Trade Names 394.9 (50.7) 344.2 395.2 (33.1) 362.1 12 years Game Engine Technology 321.1 (109.9) 211.2 323.2 (73.5) 249.7 4 years User Base 319.2 (319.2) — 319.2 (274.4) 44.8 0 years Developer Relationships 57.0 (19.4) 37.6 57.0 (12.2) 44.8 5 years Advertising Technology 43.0 (19.5) 23.5 43.0 (12.3) 30.7 3 years Customer relationships 31.0 (8.4) 22.6 31.0 (5.3) 25.7 5 years Analytics Technology 29.3 (29.3) — 30.1 (30.1) — 0 years Intellectual Property 27.5 (21.3) 6.2 22.3 (18.2) 4.1 6 years In Place Lease 1.9 (1.2) 0.7 1.9 (1.1) 0.8 4 years Total intangible assets $ 5,409.1 $ (1,632.8) $ 3,776.3 $ 5,657.4 $ (1,204.2) $ 4,453.2 Amortization of intangible assets is included in our Condensed Consolidated Statements of Operations as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Cost of revenue $ 409.6 $ 201.6 $ 596.8 $ 298.9 Selling and marketing 1.6 101.0 47.9 116.0 Research and development 7.2 9.2 14.3 10.3 Depreciation and amortization 8.9 8.9 17.8 13.0 Total amortization of intangible assets $ 427.3 $ 320.7 $ 676.8 $ 438.2 During the three and six months ended September 30, 2023, we recorded impairment charges of $219.7 for acquisition-related Developed Game Technology intangible assets within Cost of revenue as a result of a reduction in the forecasted performance of certain games due to industry conditions and changes in our strategies for certain games in response to those conditions. The fair value of those intangible assets was measured using the multi-period excess earnings method, consistent with the approach used at acquisition. Key assumptions and estimates used in deriving the fair value are forecasted revenue, EBITDA margins, long-term decay rate, and discount rate. There were no impairment charges for intangible assets for the three and six months ended September 30, 2022. Estimated future amortization of intangible assets that will be recorded in Cost of revenue and operating expenses are as follows: Fiscal Year Ended March 31, Amortization 2024 (remaining) $ 388.3 2025 768.5 2026 750.4 2027 688.4 2028 633.2 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (543.6) | $ (257) | $ (749.6) | $ (361) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Michael Sheresky [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On August 23, 2023, Michael Sheresky, a member of our Board of Directors, entered into a 10b5-1 trading plan (the “Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Plan provides for the sale of up to an aggregate of 912 shares of the Company’s stock commencing November 24, 2023. The Plan is designed to sell 50% of the restricted shares scheduled to vest in each of November 2023, February 2024, June 2024 and August 2024 to cover the tax obligation associated with the shares vesting. The Plan terminates on the earlier of August 30, 2024 or the date all shares under the Plan are sold. | |
Name | Michael Sheresky | |
Title | member of our Board of Directors | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | August 23, 2023 | |
Arrangement Duration | 280 days | |
Aggregate Available | 912 | 912 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Financial Statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries and, in our opinion, reflect all normal and recurring adjustments necessary for the fair presentation of our financial position, results of operations, and cash flows. Interim results may not be indicative of the results that may be expected for the full fiscal year. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of these Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in these Condensed Consolidated Financial Statements and accompanying notes. As permitted under U.S. GAAP, interim accounting for certain expenses, including income taxes, is based on full year assumptions when appropriate. Actual results could differ materially from those estimates, which may affect economic conditions in a number of different ways and result in uncertainty and risk. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), although we believe that the disclosures are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements and accompanying notes should be read in conjunction with our annual Consolidated Financial Statements and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were no new accounting pronouncements issued or effective as of September 30, 2023, that had, or are expected to have, a material impact on our Condensed Consolidated Financial Statements. |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Net revenue by timing of recognition was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Net revenue recognized: Over time $ 1,006.6 $ 1,116.4 $ 2,086.4 $ 1,923.9 Point in time 292.6 277.1 497.5 572.0 Total net revenue $ 1,299.2 $ 1,393.5 $ 2,583.9 $ 2,495.9 Net revenue by content was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Net revenue recognized: Recurrent consumer spending $ 1,000.4 $ 1,101.8 $ 2,068.8 $ 1,927.4 Full game and other 298.8 291.7 515.1 568.5 Total net revenue $ 1,299.2 $ 1,393.5 $ 2,583.9 $ 2,495.9 Net revenue by platform was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Net revenue recognized: Mobile $ 646.2 $ 730.1 $ 1,326.2 $ 1,099.7 Console 546.7 551.9 1,051.0 1,159.1 PC and other 106.3 111.5 206.7 237.1 Total net revenue $ 1,299.2 $ 1,393.5 $ 2,583.9 $ 2,495.9 Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Net revenue recognized: Digital online $ 1,239.7 $ 1,319.2 $ 2,479.7 $ 2,357.0 Physical retail and other 59.5 74.3 104.2 138.9 Total net revenue $ 1,299.2 $ 1,393.5 $ 2,583.9 $ 2,495.9 |
Schedule of Net Revenue by Geographic Region | Net revenue by geographic region was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Net revenue recognized: United States $ 795.6 $ 842.9 $ 1,599.5 $ 1,525.8 International 503.6 550.6 984.4 970.1 Total net revenue $ 1,299.2 $ 1,393.5 $ 2,583.9 $ 2,495.9 |
MANAGEMENT AGREEMENT (Tables)
MANAGEMENT AGREEMENT (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
MANAGEMENT AGREEMENT | |
Schedule of Restricted Stock Units | In connection with the 2022 Management Agreement and 2017 Management Agreement, we have granted restricted stock units (in thousands) to ZMC as follows: Six Months Ended September 30, 2023 2022 Time-based 97 192 Market-based (1) 295 510 Performance-based (1) IP — 18 RCS 98 153 Total Performance-based 98 171 Total Restricted Stock Units 490 873 (1) Represents the maximum of shares eligible to vest |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Segregation of All Assets and Liabilities Measured at Fair Value on a Recurring Basis | The table below segregates all assets and liabilities that are measured at fair value on a recurring basis (which is measured at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date. September 30, 2023 Quoted prices Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 264.2 $ — $ — $ 264.2 Bank-time deposits 58.8 — — 58.8 Short-term investments: Corporate bonds — 15.8 — 15.8 Bank-time deposits 29.3 — — 29.3 Restricted cash and cash equivalents: Money market funds 423.9 — — 423.9 Bank-time deposits 0.5 — — 0.5 Restricted cash and cash equivalents, long term: Money market funds 105.0 — — 105.0 Other assets: Foreign currency forward contracts — 0.3 — 0.3 Private equity — — 29.0 29.0 Total financial assets $ 881.7 $ 16.1 $ 29.0 $ 926.8 Liabilities: Accrued expenses and other current liabilities: Contingent earn-out consideration $ — $ — $ 16.5 $ 16.5 Other-long term liabilities: Contingent earn-out consideration — — 19.2 19.2 Short-term debt, net: Convertible notes — 23.1 — 23.1 Long-term debt, net: Convertible notes — 24.2 — 24.2 Total financial liabilities $ — $ 47.3 $ 35.7 $ 83.0 March 31, 2023 Quoted prices in active markets for identical assets (level 1) Significant other observable inputs (level 2) Significant unobservable inputs (level 3) Total Assets: Cash and cash equivalents: Money market funds $ 368.0 $ — $ — $ 368.0 Bank-time deposits 145.8 — — 145.8 Short-term investments: Corporate bonds — 145.2 — 145.2 Bank-time deposits 41.8 — — 41.8 Restricted cash and cash equivalents: Money market funds 306.1 — — 306.1 Bank-time deposits 0.5 — — 0.5 Restricted cash and cash equivalents, long term: Money market funds 99.6 — — 99.6 Other assets: Private equity — — 26.5 26.5 Total financial assets $ 961.8 $ 145.2 $ 26.5 $ 1,133.5 Liabilities: Accrued expenses and other current liabilities: Foreign currency forward contracts $ — $ 2.5 $ — $ 2.5 Contingent earn-out consideration — — 66.6 66.6 Other long-term liabilities: Contingent earn-out consideration — — 27.3 27.3 Long-term debt, net: Convertible notes — 44.1 — 44.1 Total financial liabilities $ — $ 46.6 $ 93.9 $ 140.5 |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-Term Investments | Our Short-term investments consisted of the following: September 30, 2023 Gross Cost or Gains Losses Fair Value Short-term investments Bank time deposits $ 29.3 $ — $ — $ 29.3 Available-for-sale securities: Corporate bonds 15.9 — (0.1) 15.8 Total Short-term investments $ 45.2 $ — $ (0.1) $ 45.1 March 31, 2023 Gross Cost or Gains Losses Fair Value Short-term investments Bank time deposits $ 41.8 $ — $ — $ 41.8 Available-for-sale securities: Corporate bonds 147.2 — (2.0) 145.2 Total Short-term investments $ 189.0 $ — $ (2.0) $ 187.0 |
Schedule of the Contracted Maturities of Short-Term Investments | The following table summarizes the contracted maturities of our short-term investments at September 30, 2023: September 30, 2023 Amortized Fair Short-term investments Due in 1 year or less $ 45.2 $ 45.1 Total Short-term investments $ 45.2 $ 45.1 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Gross Notional Amounts of Foreign Currency Forward Contracts | The following table shows the gross notional amounts of foreign currency forward contracts: September 30, 2023 March 31, 2023 Forward contracts to sell foreign currencies $ 292.8 $ 224.3 Forward contracts to purchase foreign currencies 30.3 51.2 |
SOFTWARE DEVELOPMENT COSTS AN_2
SOFTWARE DEVELOPMENT COSTS AND LICENSES (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
SOFTWARE DEVELOPMENT COSTS AND LICENSES | |
Schedule of Capitalized Software Development Costs and Licenses | Details of our capitalized software development costs and licenses were as follows: September 30, 2023 March 31, 2023 Current Non-current Current Non-current Software development costs, internally developed $ 74.7 $ 1,032.7 $ 47.4 $ 882.0 Software development costs, externally developed 0.1 227.7 2.2 169.7 Licenses 19.7 10.3 16.3 20.5 Software development costs and licenses $ 94.5 $ 1,270.7 $ 65.9 $ 1,072.2 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Liabilities, Current [Abstract] | |
Schedule of Components of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, 2023 March 31, 2023 Software development royalties $ 651.3 $ 510.7 Compensation and benefits 190.3 177.5 Licenses 113.0 63.0 Marketing and promotions 94.1 132.7 Tax payable 71.9 33.0 Refund liability 53.8 52.4 Deferred acquisition payments 30.2 82.7 Interest payable 29.3 29.6 Sales tax liability 21.7 14.0 Other 60.6 130.1 Accrued expenses and other current liabilities $ 1,316.2 $ 1,225.7 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The components of Long-term debt, net on our Condensed Consolidated Balance Sheet were as follows: Annual Interest Rate Maturity Date September 30, 2023 Fair Value (Level 2) 2025 Notes 3.55% April 14, 2025 $ 600.0 $ 579.1 2026 Notes 5.00% March 28, 2026 500.0 491.1 2027 Notes 3.70% April 14, 2027 600.0 562.6 2028 Notes 4.95% March 28, 2028 500.0 484.1 2032 Notes 4.00% April 14, 2032 500.0 437.0 2026 Convertible Notes 0.00% December 15, 2026 24.2 24.2 Total $ 2,724.2 $ 2,578.1 Unamortized discount and issuance costs (17.1) Long-term debt, net $ 2,707.1 Annual Interest Rate Maturity Date March 31, 2023 Fair Value (Level 2) 2025 Notes 3.55% April 14, 2025 $ 600.0 $ 583.8 2027 Notes 3.70% April 14, 2027 600.0 580.9 2032 Notes 4.00% April 14, 2032 500.0 460.6 2024 Convertible Notes 0.25% June 1, 2024 20.8 20.8 2026 Convertible Notes 0.00% December 15, 2026 23.3 23.3 Total $ 1,744.1 $ 1,669.4 Unamortized discount and issuance costs (11.1) Long-term debt, net $ 1,733.0 |
Schedule of Short-Term Debt | The components of Short-term debt, net on our Condensed Consolidated Balance Sheet were as follows: Annual Interest Rate Maturity Date September 30, 2023 Fair Value (Level 2) 2024 Notes 3.30% March 28, 2024 $ 350.0 $ 345.4 2024 Convertible Notes 0.25% June 1, 2024 23.1 23.1 Total $ 373.1 $ 368.5 Unamortized discount and issuance costs — Short-term debt, net $ 373.1 Annual Interest Rate Maturity Date March 31, 2023 Fair Value (Level 2) 2024 Notes 3.30% March 28, 2024 $ 1,000.0 $ 978.2 Term Loan 3.60% June 21, 2023 350.0 350.0 Total $ 1,350.0 $ 1,328.2 Unamortized discount and issuance costs (3.2) Short-term debt, net $ 1,346.8 |
Schedule of Debt | Interest expense as it relates to our debt is recorded within Interest and other, net in our Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2023, and 2022, respectively, and was as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 2024 Notes $ 2.9 $ 8.3 $ 9.4 $ 15.0 2025 Notes 5.4 5.3 10.7 9.8 2026 Notes 6.3 — 11.6 — 2027 Notes 5.5 5.6 11.1 10.2 2028 Notes 6.2 — 11.5 — 2032 Notes 5.0 5.0 10.0 9.2 Term Loan — 3.2 1.5 3.5 2022 Credit Agreement — 1.5 — 1.7 Total $ 31.3 $ 28.9 $ 65.8 $ 49.4 |
Schedule of Debt Maturities | The following table outlines the aggregate amount of maturities of our borrowings, as of September 30, 2023: Fiscal Year Ending March 31, Maturities 2024 (remaining) $ 350.0 2025 21.4 2026 1,100.0 2027 29.4 2028 1,100.0 Thereafter 500.0 Total 3,100.8 Fair value adjustments (3.5) Total face value $ 3,097.3 |
Schedule of Information Related to Availability on Credit Agreement | Information related to availability on our 2022 Credit Agreement for each period was as follows: September 30, 2023 March 31, 2023 Available borrowings $ 499.5 $ 499.5 Outstanding letters of credit 2.8 2.8 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted EPS | The following table sets forth the computation of basic and diluted loss per share: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Computation of Basic and diluted loss per share: Net loss $ (543.6) $ (257.0) $ (749.6) $ (361.0) Weighted average shares outstanding—basic 169.9 166.9 169.6 151.8 Basic and diluted loss per share $ (3.20) $ (1.54) $ (4.42) $ (2.38) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition-date fair value of the consideration totaled $9,521.8, which consisted of the following: Fair value of purchase consideration Cash $ 3,992.4 Common stock (46.3 shares) 5,377.7 Replacement equity awards 151.7 Total $ 9,521.8 The acquisition-date fair value of the consideration totaled $198.0, which consisted of the following: Fair value of purchase consideration Cash $ 116.9 Common stock (0.6 shares) 57.8 Contingent earn-out 23.3 Total $ 198.0 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Zynga: Fair Value Weighted average useful life Cash acquired $ 864.9 N/A Accounts receivable 271.2 N/A Prepaid expenses and other 194.4 N/A Fixed assets 54.3 N/A Right-of-use assets 92.7 N/A Other tangible assets 67.1 N/A Accounts payable (78.5) N/A Accrued expenses and other current liabilities (352.8) N/A Deferred revenue (333.1) N/A Lease liabilities (15.7) N/A Long-term debt (1,653.1) N/A Non-current lease liabilities (131.6) N/A Deferred tax liabilities, net (922.9) N/A Other liabilities assumed (61.5) N/A Intangible Assets Developed game technology 4,440.0 7 Branding and trade names 384.0 12 Game engine technology 261.0 4 User base 316.0 1 Developer relationships 57.0 4 Advertising technology 43.0 3 Customer relationships 31.0 5 Goodwill 5,994.4 N/A Total $ 9,521.8 Fair Value Weighted average useful life Cash acquired $ 37.1 N/A Other tangible assets 22.4 N/A Other liabilities assumed (81.2) N/A Intangible Assets Developed game technology 113.0 5 Game engine technology 27.7 7 Branding and trade names 3.4 4 Goodwill 75.6 N/A Total $ 198.0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Goodwill Balance | The change in our goodwill balance is as follows: Total Balance at March 31, 2023 $ 6,767.1 Additions from immaterial acquisitions 20.0 Impairment (165.4) Currency translation adjustment (21.4) Balance at September 30, 2023 $ 6,600.3 |
Schedule of Components of the Intangible Assets Subject to Amortization | The following table sets forth the intangible assets that are subject to amortization: September 30, 2023 March 31, 2023 Gross Accumulated Net Book Gross Accumulated Net Book Weighted average useful life Developed Game Technology $ 4,184.2 $ (1,053.9) $ 3,130.3 $ 4,434.5 $ (744.0) $ 3,690.5 7 years Branding and Trade Names 394.9 (50.7) 344.2 395.2 (33.1) 362.1 12 years Game Engine Technology 321.1 (109.9) 211.2 323.2 (73.5) 249.7 4 years User Base 319.2 (319.2) — 319.2 (274.4) 44.8 0 years Developer Relationships 57.0 (19.4) 37.6 57.0 (12.2) 44.8 5 years Advertising Technology 43.0 (19.5) 23.5 43.0 (12.3) 30.7 3 years Customer relationships 31.0 (8.4) 22.6 31.0 (5.3) 25.7 5 years Analytics Technology 29.3 (29.3) — 30.1 (30.1) — 0 years Intellectual Property 27.5 (21.3) 6.2 22.3 (18.2) 4.1 6 years In Place Lease 1.9 (1.2) 0.7 1.9 (1.1) 0.8 4 years Total intangible assets $ 5,409.1 $ (1,632.8) $ 3,776.3 $ 5,657.4 $ (1,204.2) $ 4,453.2 |
Schedule of Amortization of Intangible Assets | Amortization of intangible assets is included in our Condensed Consolidated Statements of Operations as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Cost of revenue $ 409.6 $ 201.6 $ 596.8 $ 298.9 Selling and marketing 1.6 101.0 47.9 116.0 Research and development 7.2 9.2 14.3 10.3 Depreciation and amortization 8.9 8.9 17.8 13.0 Total amortization of intangible assets $ 427.3 $ 320.7 $ 676.8 $ 438.2 |
Schedule of Estimated Future Amortization of Intangible Assets | Estimated future amortization of intangible assets that will be recorded in Cost of revenue and operating expenses are as follows: Fiscal Year Ended March 31, Amortization 2024 (remaining) $ 388.3 2025 768.5 2026 750.4 2027 688.4 2028 633.2 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) | May 23, 2022 |
Zynga Inc | |
Business Acquisition [Line Items] | |
Business acquisition, percentage of voting interests acquired (as a percent) | 100% |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from External Customer [Line Items] | ||||
Total net revenue | $ 1,299.2 | $ 1,393.5 | $ 2,583.9 | $ 2,495.9 |
Recurrent consumer spending | ||||
Revenue from External Customer [Line Items] | ||||
Total net revenue | 1,000.4 | 1,101.8 | 2,068.8 | 1,927.4 |
Full game and other | ||||
Revenue from External Customer [Line Items] | ||||
Total net revenue | 298.8 | 291.7 | 515.1 | 568.5 |
Mobile | ||||
Revenue from External Customer [Line Items] | ||||
Total net revenue | 646.2 | 730.1 | 1,326.2 | 1,099.7 |
Console | ||||
Revenue from External Customer [Line Items] | ||||
Total net revenue | 546.7 | 551.9 | 1,051 | 1,159.1 |
PC and other | ||||
Revenue from External Customer [Line Items] | ||||
Total net revenue | 106.3 | 111.5 | 206.7 | 237.1 |
Digital online | ||||
Revenue from External Customer [Line Items] | ||||
Total net revenue | 1,239.7 | 1,319.2 | 2,479.7 | 2,357 |
Physical retail and other | ||||
Revenue from External Customer [Line Items] | ||||
Total net revenue | 59.5 | 74.3 | 104.2 | 138.9 |
Over time | ||||
Revenue from External Customer [Line Items] | ||||
Total net revenue | 1,006.6 | 1,116.4 | 2,086.4 | 1,923.9 |
Point in time | ||||
Revenue from External Customer [Line Items] | ||||
Total net revenue | $ 292.6 | $ 277.1 | $ 497.5 | $ 572 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Geographical (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 1,299.2 | $ 1,393.5 | $ 2,583.9 | $ 2,495.9 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | 795.6 | 842.9 | 1,599.5 | 1,525.8 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 503.6 | $ 550.6 | $ 984.4 | $ 970.1 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Contract with liability | $ 1,178.1 | $ 1,178.1 | $ 1,114.3 | ||
Contract with liability recognized | 314.3 | $ 259.3 | 838.2 | $ 698.9 | |
Remaining obligation | 1,327.2 | 1,327.2 | |||
Contract asset | 82.5 | 82.5 | $ 79.9 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Remaining obligation | $ 1,232 | $ 1,232 | |||
Remaining obligation period | 12 months | 12 months |
MANAGEMENT AGREEMENT (Details)
MANAGEMENT AGREEMENT (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May 31, 2022 | Nov. 30, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Restricted Stock Units | |||||||
Management Agreement | |||||||
Stock-based compensation expense for non-employee awards | $ 13.9 | $ 13 | $ 25.1 | $ 21.5 | |||
2017 Management Agreement | Restricted Stock Units | |||||||
Management Agreement | |||||||
Vested (in shares) | 0.2 | ||||||
Forfeited (in shares) | 0 | ||||||
2017 Management Agreement | Maximum | Market-based Restricted Stock | |||||||
Management Agreement | |||||||
Vesting requirement for market-based restricted stock | 75% | ||||||
Zelnick Media Corporation | |||||||
Management Agreement | |||||||
Consulting expense benefit | $ 2.4 | $ 1.2 | $ 5.2 | $ 3.9 | |||
Zelnick Media Corporation | 2017 Management Agreement | |||||||
Management Agreement | |||||||
Annual management fee | $ 3.3 | $ 3.1 | |||||
Zelnick Media Corporation | 2017 Management Agreement | Performance-based | |||||||
Management Agreement | |||||||
Percentage of grants earned | 50% | ||||||
Zelnick Media Corporation | 2017 Management Agreement | Restricted Stock Units | |||||||
Management Agreement | |||||||
Unvested portion of the shares of restricted stock granted (in shares) | 1.3 | 1.3 | 1.1 | ||||
Zelnick Media Corporation | 2017 Management Agreement | Market-based Restricted Stock | |||||||
Management Agreement | |||||||
Vesting requirement for market-based restricted stock | 50% | ||||||
Zelnick Media Corporation | 2017 Management Agreement | Minimum | |||||||
Management Agreement | |||||||
Measurement period | 2 years | ||||||
Zelnick Media Corporation | 2017 Management Agreement | Maximum | |||||||
Management Agreement | |||||||
Annual management fee | $ 7.4 | ||||||
Bonus per fiscal year based on the achievement of certain performance thresholds | $ 13.2 | ||||||
Measurement period | 3 years |
MANAGEMENT AGREEMENT - Share-Ba
MANAGEMENT AGREEMENT - Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) - Zelnick Media Corporation - shares shares in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Time-based | ||
Management Agreement | ||
Granted (in shares) | 97 | 192 |
Market-based | ||
Management Agreement | ||
Granted (in shares) | 295 | 510 |
IP | ||
Management Agreement | ||
Granted (in shares) | 0 | 18 |
RCS | ||
Management Agreement | ||
Granted (in shares) | 98 | 153 |
Performance-based | ||
Management Agreement | ||
Granted (in shares) | 98 | 171 |
Restricted Stock Units | ||
Management Agreement | ||
Granted (in shares) | 490 | 873 |
FAIR VALUE MEASUREMENTS - Recur
FAIR VALUE MEASUREMENTS - Recurring Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Mar. 31, 2023 |
Assets: | ||
Short-term investments | $ 45.1 | $ 187 |
Total financial assets | 926.8 | 1,133.5 |
Liabilities: | ||
Contingent earn-out consideration | 16.5 | 66.6 |
Contingent earn-out consideration | 19.2 | 27.3 |
Convertible notes | 23.1 | |
Convertible notes | 24.2 | 44.1 |
Total financial liabilities | 83 | 140.5 |
Money market funds | ||
Assets: | ||
Cash and cash equivalents | 264.2 | 368 |
Restricted cash and cash equivalents | 423.9 | 306.1 |
Restricted cash and cash equivalents, long term | 105 | 99.6 |
Bank-time deposits | ||
Assets: | ||
Cash and cash equivalents | 58.8 | 145.8 |
Short-term investments | 29.3 | 41.8 |
Restricted cash and cash equivalents | 0.5 | 0.5 |
Corporate bonds | ||
Assets: | ||
Short-term investments | 15.8 | 145.2 |
Foreign currency forward contracts | ||
Assets: | ||
Foreign currency forward contracts | 0.3 | |
Liabilities: | ||
Foreign currency forward contracts | 2.5 | |
Private equity | ||
Assets: | ||
Private equity | 29 | 26.5 |
Quoted prices in active markets for identical assets (level 1) | ||
Assets: | ||
Total financial assets | 881.7 | 961.8 |
Liabilities: | ||
Contingent earn-out consideration | 0 | 0 |
Contingent earn-out consideration | 0 | 0 |
Convertible notes | 0 | |
Convertible notes | 0 | 0 |
Total financial liabilities | 0 | 0 |
Quoted prices in active markets for identical assets (level 1) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 264.2 | 368 |
Restricted cash and cash equivalents | 423.9 | 306.1 |
Restricted cash and cash equivalents, long term | 105 | 99.6 |
Quoted prices in active markets for identical assets (level 1) | Bank-time deposits | ||
Assets: | ||
Cash and cash equivalents | 58.8 | 145.8 |
Short-term investments | 29.3 | 41.8 |
Restricted cash and cash equivalents | 0.5 | 0.5 |
Quoted prices in active markets for identical assets (level 1) | Corporate bonds | ||
Assets: | ||
Short-term investments | 0 | 0 |
Quoted prices in active markets for identical assets (level 1) | Foreign currency forward contracts | ||
Assets: | ||
Foreign currency forward contracts | 0 | |
Liabilities: | ||
Foreign currency forward contracts | 0 | |
Quoted prices in active markets for identical assets (level 1) | Private equity | ||
Assets: | ||
Private equity | 0 | 0 |
Significant other observable inputs (level 2) | ||
Assets: | ||
Total financial assets | 16.1 | 145.2 |
Liabilities: | ||
Contingent earn-out consideration | 0 | 0 |
Contingent earn-out consideration | 0 | 0 |
Convertible notes | 23.1 | |
Convertible notes | 24.2 | 44.1 |
Total financial liabilities | 47.3 | 46.6 |
Significant other observable inputs (level 2) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash and cash equivalents | 0 | 0 |
Restricted cash and cash equivalents, long term | 0 | 0 |
Significant other observable inputs (level 2) | Bank-time deposits | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Restricted cash and cash equivalents | 0 | 0 |
Significant other observable inputs (level 2) | Corporate bonds | ||
Assets: | ||
Short-term investments | 15.8 | 145.2 |
Significant other observable inputs (level 2) | Foreign currency forward contracts | ||
Assets: | ||
Foreign currency forward contracts | 0.3 | |
Liabilities: | ||
Foreign currency forward contracts | 2.5 | |
Significant other observable inputs (level 2) | Private equity | ||
Assets: | ||
Private equity | 0 | 0 |
Significant unobservable inputs (level 3) | ||
Assets: | ||
Total financial assets | 29 | 26.5 |
Liabilities: | ||
Contingent earn-out consideration | 16.5 | 66.6 |
Contingent earn-out consideration | 19.2 | 27.3 |
Convertible notes | 0 | |
Convertible notes | 0 | 0 |
Total financial liabilities | 35.7 | 93.9 |
Significant unobservable inputs (level 3) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash and cash equivalents | 0 | 0 |
Restricted cash and cash equivalents, long term | 0 | 0 |
Significant unobservable inputs (level 3) | Bank-time deposits | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Restricted cash and cash equivalents | 0 | 0 |
Significant unobservable inputs (level 3) | Corporate bonds | ||
Assets: | ||
Short-term investments | 0 | 0 |
Significant unobservable inputs (level 3) | Foreign currency forward contracts | ||
Assets: | ||
Foreign currency forward contracts | 0 | |
Liabilities: | ||
Foreign currency forward contracts | 0 | |
Significant unobservable inputs (level 3) | Private equity | ||
Assets: | ||
Private equity | $ 29 | $ 26.5 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Nov. 16, 2022 | Jun. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments in other assets | $ 8 | $ 8 | $ 8 | ||
Nordeus Limited | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent earn-out required | $ 153 | ||||
Contingent consideration liability | $ 61.1 | 69.5 | 69.5 | ||
Contingent consideration liability, increase | 4.5 | ||||
Nordeus Limited | Performance Period One | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Performance period | 12 months | ||||
Nordeus Limited | Performance Period Two | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Performance period | 24 months | ||||
Popcore Limited | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent earn-out required | $ 105 | ||||
Performance period | 3 years | ||||
Contingent consideration liability | $ 23.3 | 32.4 | 32.4 | ||
Contingent consideration liability, increase | (2.8) | 6.8 | |||
Popcore Limited | Accrued expenses and other current liabilities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability | 15.2 | 15.2 | |||
Popcore Limited | Other long-term liabilities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability | 17.2 | $ 17.2 | |||
Popcore Limited | Performance Period Two | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Performance period | 12 months | ||||
Zynga Inc | Accrued expenses and other current liabilities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability | 2 | $ 2 | |||
Zynga Inc | Other long-term liabilities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability | $ 1.3 | $ 1.3 |
SHORT-TERM INVESTMENTS - Schedu
SHORT-TERM INVESTMENTS - Schedule of Short-Term Investments (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Mar. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost or Amortized Cost | $ 45.2 | $ 189 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (0.1) | (2) |
Fair Value | 45.1 | 187 |
Bank-time deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost or Amortized Cost | 29.3 | 41.8 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 29.3 | 41.8 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost or Amortized Cost | 15.9 | 147.2 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (0.1) | (2) |
Fair Value | $ 15.8 | $ 145.2 |
SHORT-TERM INVESTMENTS - Contra
SHORT-TERM INVESTMENTS - Contracted Maturities of Short-Term Investments (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Mar. 31, 2023 |
Debt Securities, Available-for-sale, Maturity, Amortized Cost, Rolling Maturity [Abstract] | ||
Amortized cost, Due in 1 year or less | $ 45.2 | |
Cost or Amortized Cost | 45.2 | $ 189 |
Debt Securities, Available-for-sale, Maturity, Fair Value, Rolling Maturity [Abstract] | ||
Fair value, Due in 1 year or less | 45.1 | |
Total fair value | $ 45.1 | $ 187 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Forward contracts to sell foreign currencies | $ 292.8 | $ 292.8 | $ 224.3 | ||
Forward contracts to purchase foreign currencies | 30.3 | 30.3 | $ 51.2 | ||
Derivative instrument not designated as hedging instruments, gain (loss) net | $ 3.6 | $ (4.6) | $ 7.4 | $ (2.6) |
SOFTWARE DEVELOPMENT COSTS AN_3
SOFTWARE DEVELOPMENT COSTS AND LICENSES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Capitalized software development costs and licenses | |||||
Software development costs and licenses, Current | $ 94.5 | $ 94.5 | $ 65.9 | ||
Software development costs and licenses, Non-current | 1,270.7 | 1,270.7 | 1,072.2 | ||
Impairment of software development costs and licenses | 3.5 | $ 6.4 | 21.7 | $ 23.3 | |
Software development costs, internally developed | |||||
Capitalized software development costs and licenses | |||||
Software development costs and licenses, Current | 74.7 | 74.7 | 47.4 | ||
Software development costs and licenses, Non-current | 1,032.7 | 1,032.7 | 882 | ||
Software development costs, externally developed | |||||
Capitalized software development costs and licenses | |||||
Software development costs and licenses, Current | 0.1 | 0.1 | 2.2 | ||
Software development costs and licenses, Non-current | 227.7 | 227.7 | 169.7 | ||
Licenses | |||||
Capitalized software development costs and licenses | |||||
Software development costs and licenses, Current | 19.7 | 19.7 | 16.3 | ||
Software development costs and licenses, Non-current | $ 10.3 | $ 10.3 | $ 20.5 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Mar. 31, 2023 |
Liabilities, Current [Abstract] | ||
Software development royalties | $ 651.3 | $ 510.7 |
Compensation and benefits | 190.3 | 177.5 |
Licenses | 113 | 63 |
Marketing and promotions | 94.1 | 132.7 |
Tax payable | 71.9 | 33 |
Refund liability | 53.8 | 52.4 |
Deferred acquisition payments | 30.2 | 82.7 |
Interest payable | 29.3 | 29.6 |
Sales tax liability | 21.7 | 14 |
Other | 60.6 | 130.1 |
Accrued expenses and other current liabilities | $ 1,316.2 | $ 1,225.7 |
DEBT - Long-term Debt, Net (Det
DEBT - Long-term Debt, Net (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | ||
Total | $ 2,724.2 | $ 1,744.1 |
Unamortized discount and issuance costs | (17.1) | (11.1) |
Long-term debt, net | 2,707.1 | 1,733 |
Significant other observable inputs (level 2) | ||
Debt Instrument [Line Items] | ||
Total | $ 2,578.1 | $ 1,669.4 |
2025 Notes | ||
Debt Instrument [Line Items] | ||
Annual Interest Rate | 3.55% | 3.55% |
Total | $ 600 | $ 600 |
2025 Notes | Significant other observable inputs (level 2) | ||
Debt Instrument [Line Items] | ||
Total | $ 579.1 | $ 583.8 |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Annual Interest Rate | 5% | |
Total | $ 500 | |
2026 Notes | Significant other observable inputs (level 2) | ||
Debt Instrument [Line Items] | ||
Total | $ 491.1 | |
2027 Notes | ||
Debt Instrument [Line Items] | ||
Annual Interest Rate | 3.70% | 3.70% |
Total | $ 600 | $ 600 |
2027 Notes | Significant other observable inputs (level 2) | ||
Debt Instrument [Line Items] | ||
Total | $ 562.6 | $ 580.9 |
2028 Notes | ||
Debt Instrument [Line Items] | ||
Annual Interest Rate | 4.95% | |
Total | $ 500 | |
2028 Notes | Significant other observable inputs (level 2) | ||
Debt Instrument [Line Items] | ||
Total | $ 484.1 | |
2032 Notes | ||
Debt Instrument [Line Items] | ||
Annual Interest Rate | 4% | 4% |
Total | $ 500 | $ 500 |
2032 Notes | Significant other observable inputs (level 2) | ||
Debt Instrument [Line Items] | ||
Total | $ 437 | $ 460.6 |
2024 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Annual Interest Rate | 0.25% | 0.25% |
Total | $ 20.8 | |
2024 Convertible Notes | Significant other observable inputs (level 2) | ||
Debt Instrument [Line Items] | ||
Total | $ 20.8 | |
2026 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Annual Interest Rate | 0% | 0% |
Total | $ 24.2 | $ 23.3 |
2026 Convertible Notes | Significant other observable inputs (level 2) | ||
Debt Instrument [Line Items] | ||
Total | $ 24.2 | $ 23.3 |
DEBT - Short-term Debt (Details
DEBT - Short-term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Jun. 05, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | |||
Total | $ 373.1 | $ 1,350 | |
Unamortized discount and issuance costs | 0 | (3.2) | |
Short-term debt, net | 373.1 | 1,346.8 | |
Significant other observable inputs (level 2) | |||
Debt Instrument [Line Items] | |||
Total | $ 368.5 | $ 1,328.2 | |
2024 Notes | |||
Debt Instrument [Line Items] | |||
Annual Interest Rate | 3.30% | 3.30% | |
Total | $ 350 | $ 1,000 | |
Short-term debt, net | $ 350 | ||
2024 Notes | Significant other observable inputs (level 2) | |||
Debt Instrument [Line Items] | |||
Total | $ 345.4 | $ 978.2 | |
2024 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Annual Interest Rate | 0.25% | 0.25% | |
Total | $ 23.1 | ||
Short-term debt, net | 23.1 | ||
2024 Convertible Notes | Significant other observable inputs (level 2) | |||
Debt Instrument [Line Items] | |||
Total | $ 23.1 | ||
2023 Term Loan | |||
Debt Instrument [Line Items] | |||
Annual Interest Rate | 3.60% | ||
Total | $ 350 | ||
2023 Term Loan | Significant other observable inputs (level 2) | |||
Debt Instrument [Line Items] | |||
Total | $ 350 |
DEBT - Interest and Other, Net
DEBT - Interest and Other, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 31.3 | $ 28.9 | $ 65.8 | $ 49.4 |
2024 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 2.9 | 8.3 | 9.4 | 15 |
2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 5.4 | 5.3 | 10.7 | 9.8 |
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 6.3 | 0 | 11.6 | 0 |
2027 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 5.5 | 5.6 | 11.1 | 10.2 |
2028 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 6.2 | 0 | 11.5 | 0 |
2032 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 5 | 5 | 10 | 9.2 |
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 0 | 3.2 | 1.5 | 3.5 |
2022 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 0 | $ 1.5 | $ 0 | $ 1.7 |
DEBT - Debt Maturities (Details
DEBT - Debt Maturities (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 (remaining) | $ 350 |
2025 | 21.4 |
2026 | 1,100 |
2027 | 29.4 |
2028 | 1,100 |
Thereafter | 500 |
Total | 3,100.8 |
Fair value adjustments | (3.5) |
Total face value | $ 3,097.3 |
DEBT - Senior Notes (Details)
DEBT - Senior Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 05, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 14, 2023 | Mar. 31, 2023 | Apr. 14, 2022 | |
Debt Instrument [Line Items] | ||||||||
Repayments of short-term debt | $ 989,600,000 | $ 0 | ||||||
Gain on debt extinguishment | $ 700,000 | 7,700,000 | 0 | |||||
Outstanding borrowings | $ 2,724,200,000 | $ 2,724,200,000 | $ 1,744,100,000 | |||||
2026 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 5% | 5% | ||||||
Outstanding borrowings | $ 500,000,000 | $ 500,000,000 | ||||||
2028 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 4.95% | 4.95% | ||||||
Outstanding borrowings | $ 500,000,000 | $ 500,000,000 | ||||||
2024 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 3.30% | 3.30% | 3.30% | |||||
Repayments of short-term debt | $ 650,000,000 | |||||||
2025 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 3.55% | 3.55% | 3.55% | |||||
Outstanding borrowings | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | |||||
2027 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 3.70% | 3.70% | 3.70% | |||||
Outstanding borrowings | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | |||||
2032 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 4% | 4% | 4% | |||||
Outstanding borrowings | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | |||||
Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount at issuance | $ 2,700,000,000 | |||||||
Purchase price, percent | 101% | |||||||
Percent of principal threshold | 25% | |||||||
Debt issuance cost | 26,600,000 | 26,600,000 | ||||||
Debt discount | 1,900,000 | 1,900,000 | ||||||
Amortization of debt issuance costs | 1,800,000 | $ 1,400,000 | 3,600,000 | 2,600,000 | ||||
Amortization of debt discount | $ 100,000 | $ 100,000 | 300,000 | $ 200,000 | ||||
Senior Notes | 2026 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount at issuance | $ 500,000,000 | |||||||
Interest rate | 5% | |||||||
Senior Notes | 2028 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount at issuance | $ 500,000,000 | |||||||
Interest rate | 4.95% | |||||||
Senior Notes | 2024 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount at issuance | $ 1,000,000,000 | |||||||
Interest rate | 3.30% | |||||||
Senior Notes | 2025 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount at issuance | $ 600,000,000 | |||||||
Interest rate | 3.55% | |||||||
Senior Notes | 2027 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount at issuance | $ 600,000,000 | |||||||
Interest rate | 3.70% | |||||||
Senior Notes | 2032 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount at issuance | $ 500,000,000 | |||||||
Interest rate | 4% | |||||||
Senior Notes | 2024, 2025, 2027, And 2032 Notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment, interest | $ 64,200,000 | |||||||
Zynga Inc | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount at issuance | $ 1,000,000,000 | |||||||
Zynga Inc | Bridge Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount at issuance | $ 2,700,000,000 |
DEBT - Credit Agreement (Detail
DEBT - Credit Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
May 23, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||||
Outstanding borrowings | $ 2,724,200,000 | $ 2,724,200,000 | $ 1,744,100,000 | |||
Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt term | 5 years | |||||
Amount of additional borrowings by which maximum borrowing capacity may be increased | $ 250,000,000 | |||||
Amount of additional borrowings by which maximum borrowing capacity may be increased, percent | 35% | |||||
Debt issuance cost | 3,500,000 | $ 3,500,000 | ||||
Amortization of debt issuance costs | 100,000 | $ 200,000 | 300,000 | $ 300,000 | ||
Available borrowings | 499,500,000 | 499,500,000 | $ 499,500,000 | |||
Credit Agreement | 2022 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowings | $ 0 | $ 0 | ||||
Credit Agreement | Base rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate at end of period | 8.50% | 8.50% | ||||
Credit Agreement | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate at end of period | 5.32% | 5.32% | ||||
Credit Agreement | Minimum | Base rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate added to base rate | 0% | |||||
Credit Agreement | Minimum | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate added to base rate | 1% | |||||
Credit Agreement | Maximum | Base rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate added to base rate | 0.625% | |||||
Credit Agreement | Maximum | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate added to base rate | 1.625% | |||||
Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt term | 5 years | |||||
Maximum borrowing capacity | $ 500,000,000 | |||||
Credit Agreement | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 100,000,000 |
DEBT - Information Related to A
DEBT - Information Related to Availability on Credit Agreement (Details) - Credit Agreement - USD ($) $ in Millions | Sep. 30, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | ||
Available borrowings | $ 499.5 | $ 499.5 |
Outstanding letters of credit | $ 2.8 | $ 2.8 |
DEBT - Term Loan (Details)
DEBT - Term Loan (Details) - Term Loan | Jun. 22, 2022 USD ($) |
Short-Term Debt [Line Items] | |
Debt term | 364 days |
Principal amount at issuance | $ 350,000,000 |
Interest rate | 3.60% |
DEBT - Convertible Notes (Detai
DEBT - Convertible Notes (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 22, 2022 USD ($) day shares | May 23, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||||
Short-term debt, net | $ 373.1 | $ 373.1 | $ 1,346.8 | ||||
Total | 2,724.2 | 2,724.2 | $ 1,744.1 | ||||
(Gain) loss on fair value adjustments, net | 1.4 | $ 38.2 | |||||
Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
(Gain) loss on fair value adjustments, net | $ 1.7 | $ (1.5) | $ 3.2 | $ 46.3 | |||
Convertible Debt | Debt Instrument, Redemption, Period One | |||||||
Debt Instrument [Line Items] | |||||||
Number of trading days | day | 20 | ||||||
Number of consecutive trading days | day | 30 | ||||||
Redemption price, percentage | 130% | ||||||
Convertible Debt | Debt Instrument, Redemption, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Number of trading days | day | 5 | ||||||
Number of consecutive trading days | day | 5 | ||||||
Redemption price, percentage | 98% | ||||||
Zynga Inc | |||||||
Debt Instrument [Line Items] | |||||||
Exchange ratio (in shares) | shares | 0.0406 | ||||||
Cash consideration, per share (in dollars per share) | $ / shares | $ 3.50 | ||||||
Zynga Inc | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Exchange ratio (in shares) | shares | 0.0406 | ||||||
Cash consideration, per share (in dollars per share) | $ / shares | $ 3.50 | ||||||
0.25% Convertible Senior Notes due 2024 | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal tendered for cash | $ 0.3 | ||||||
Principal surrendered for conversion | 668.3 | ||||||
Amount paid for tendered or conversion of notes | $ 321.6 | ||||||
Shares issued (in shares) | shares | 3,700,000 | ||||||
Long-term debt, net | $ 21.4 | $ 778.6 | |||||
0.25% Convertible Senior Notes due 2024 | Zynga Inc | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0.25% | ||||||
Principal amount at issuance | $ 690 | ||||||
0% Convertible Senior Notes due 2026 | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Principal tendered for cash | 845.1 | ||||||
Principal surrendered for conversion | 0 | ||||||
Amount paid for tendered or conversion of notes | 845.1 | ||||||
Long-term debt, net | $ 29.4 | $ 874.5 | |||||
0% Convertible Senior Notes due 2026 | Zynga Inc | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0% | ||||||
Principal amount at issuance | $ 874.5 | ||||||
2024 Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0.25% | 0.25% | 0.25% | ||||
Short-term debt, net | $ 23.1 | $ 23.1 | |||||
Total | $ 20.8 | ||||||
2026 Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0% | 0% | 0% | ||||
Total | $ 24.2 | $ 24.2 | $ 23.3 |
LOSS PER SHARE - Schedule of Ea
LOSS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Computation of Basic and diluted loss per share: | ||||
Net loss | $ (543.6) | $ (257) | $ (749.6) | $ (361) |
Weighted average shares outstanding—basic (in shares) | 169.9 | 166.9 | 169.6 | 151.8 |
Basic loss per share (in dollars per share) | $ (3.20) | $ (1.54) | $ (4.42) | $ (2.38) |
Diluted loss per share (in dollars per share) | $ (3.20) | $ (1.54) | $ (4.42) | $ (2.38) |
LOSS PER SHARE - Narrative (Det
LOSS PER SHARE - Narrative (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Restricted stock awards, vested (in shares) | 1.3 | |
Restricted stock awards, granted (in shares) | 2.2 | |
Restricted stock awards, forfeited (in shares) | 0.3 | |
Share-Based Payment Arrangement | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 2 | 1.9 |
Convertible Debt Securities | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 0.2 | 0.2 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Valuation Allowance [Line Items] | ||||
Benefit from income taxes | $ 33.4 | $ 44.1 | $ 56.3 | $ 46.4 |
Effective rate | 5.80% | 7% | ||
Valuation allowance | $ 56.3 | $ 81.6 | ||
Impairment of nondeductible goodwill | 33.5 | 33.5 | ||
Benefits from tax credits | 21.6 | 42 | ||
Turkey | ||||
Valuation Allowance [Line Items] | ||||
Revaluation of deferred taxes due to change in statutory tax rate | $ 8.1 | $ 8.1 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) | 6 Months Ended | ||||
Nov. 16, 2022 | May 23, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 14, 2022 | |
Business Acquisition [Line Items] | |||||
Cash | $ 13,000,000 | $ 3,156,900,000 | |||
Zynga Inc | |||||
Business Acquisition [Line Items] | |||||
Cash consideration, per share (in dollars per share) | $ 3.50 | ||||
Exchange ratio (in shares) | 0.0406 | ||||
Cash | $ 3,992,400,000 | ||||
Replacement equity awards | 151,700,000 | ||||
Consideration | $ 9,521,800,000 | ||||
Business acquisition, percentage of voting interests acquired (as a percent) | 100% | ||||
Zynga Inc | Bridge Loan | |||||
Business Acquisition [Line Items] | |||||
Principal amount at issuance | $ 2,700,000,000 | ||||
Zynga Inc | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock in connection with acquisition (in shares) | 46,300,000 | ||||
Popcore Limited | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 116,900,000 | ||||
Consideration | $ 198,000,000 | ||||
Business acquisition, percentage of voting interests acquired (as a percent) | 100% | ||||
Contingent earn-out required | $ 105,000,000 | ||||
Performance period | 3 years | ||||
Contingent consideration liability | $ 23,300,000 | $ 32,400,000 | |||
Popcore Limited | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock in connection with acquisition (in shares) | 600,000 |
ACQUISITIONS - Schedule of Cons
ACQUISITIONS - Schedule of Consideration at Fair Value (Details) - USD ($) shares in Millions, $ in Millions | Nov. 16, 2022 | May 23, 2022 |
Zynga Inc | ||
Business Acquisition [Line Items] | ||
Cash | $ 3,992.4 | |
Common stock | 5,377.7 | |
Replacement equity awards | 151.7 | |
Total | $ 9,521.8 | |
Zynga Inc | Common Stock | ||
Business Acquisition [Line Items] | ||
Issuance of common stock in connection with acquisition (in shares) | 46.3 | |
Popcore Limited | ||
Business Acquisition [Line Items] | ||
Cash | $ 116.9 | |
Common stock | 57.8 | |
Contingent earn-out | 23.3 | |
Total | $ 198 | |
Popcore Limited | Common Stock | ||
Business Acquisition [Line Items] | ||
Issuance of common stock in connection with acquisition (in shares) | 0.6 |
ACQUISITIONS - Schedule of Asse
ACQUISITIONS - Schedule of Assets and Liabilities Assumed (Details) - USD ($) $ in Millions | Nov. 16, 2022 | May 23, 2022 | Sep. 30, 2023 | Mar. 31, 2023 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 6,600.3 | $ 6,767.1 | ||
Zynga Inc | ||||
Business Acquisition [Line Items] | ||||
Cash acquired | $ 864.9 | |||
Accounts receivable | 271.2 | |||
Prepaid expenses and other | 194.4 | |||
Fixed assets | 54.3 | |||
Right-of-use assets | 92.7 | |||
Other tangible assets | 67.1 | |||
Accounts payable | (78.5) | |||
Accrued expenses and other current liabilities | (352.8) | |||
Deferred revenue | (333.1) | |||
Lease liabilities | (15.7) | |||
Long-term debt | (1,653.1) | |||
Non-current lease liabilities | (131.6) | |||
Deferred tax liabilities, net | (922.9) | |||
Other liabilities assumed | (61.5) | |||
Goodwill | 5,994.4 | |||
Total | 9,521.8 | |||
Zynga Inc | Developed Game Technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, excluding goodwill | $ 4,440 | |||
Weighted average useful life | 7 years | |||
Zynga Inc | Branding and Trade Names | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, excluding goodwill | $ 384 | |||
Weighted average useful life | 12 years | |||
Zynga Inc | Game Engine Technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, excluding goodwill | $ 261 | |||
Weighted average useful life | 4 years | |||
Zynga Inc | User Base | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, excluding goodwill | $ 316 | |||
Weighted average useful life | 1 year | |||
Zynga Inc | Developer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, excluding goodwill | $ 57 | |||
Weighted average useful life | 4 years | |||
Zynga Inc | Advertising technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, excluding goodwill | $ 43 | |||
Weighted average useful life | 3 years | |||
Zynga Inc | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, excluding goodwill | $ 31 | |||
Weighted average useful life | 5 years | |||
Popcore Limited | ||||
Business Acquisition [Line Items] | ||||
Cash acquired | $ 37.1 | |||
Other tangible assets | 22.4 | |||
Other liabilities assumed | (81.2) | |||
Goodwill | 75.6 | |||
Total | 198 | |||
Popcore Limited | Developed Game Technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, excluding goodwill | $ 113 | |||
Weighted average useful life | 5 years | |||
Popcore Limited | Branding and Trade Names | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, excluding goodwill | $ 3.4 | |||
Weighted average useful life | 4 years | |||
Popcore Limited | Game Engine Technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, excluding goodwill | $ 27.7 | |||
Weighted average useful life | 7 years |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Change in the goodwill balance | ||||
Balance at the beginning of the period | $ 6,767.1 | |||
Additions from acquisitions | 20 | |||
Impairment | $ (165.4) | $ 0 | (165.4) | $ 0 |
Currency translation adjustment | (21.4) | |||
Balance at the end of the period | $ 6,600.3 | $ 6,600.3 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment | $ 165.4 | $ 0 | $ 165.4 | $ 0 |
Impairment charges | $ 219.7 | $ 219.7 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Intangibles (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Mar. 31, 2023 |
Capitalized software development costs and licenses | ||
Gross Carrying Amount | $ 5,409.1 | $ 5,657.4 |
Accumulated Amortization | (1,632.8) | (1,204.2) |
Net Book Value | 3,776.3 | 4,453.2 |
Developed Game Technology | ||
Capitalized software development costs and licenses | ||
Gross Carrying Amount | 4,184.2 | 4,434.5 |
Accumulated Amortization | (1,053.9) | (744) |
Net Book Value | $ 3,130.3 | 3,690.5 |
Weighted average useful life | 7 years | |
Branding and Trade Names | ||
Capitalized software development costs and licenses | ||
Gross Carrying Amount | $ 394.9 | 395.2 |
Accumulated Amortization | (50.7) | (33.1) |
Net Book Value | $ 344.2 | 362.1 |
Weighted average useful life | 12 years | |
Game Engine Technology | ||
Capitalized software development costs and licenses | ||
Gross Carrying Amount | $ 321.1 | 323.2 |
Accumulated Amortization | (109.9) | (73.5) |
Net Book Value | $ 211.2 | 249.7 |
Weighted average useful life | 4 years | |
User Base | ||
Capitalized software development costs and licenses | ||
Gross Carrying Amount | $ 319.2 | 319.2 |
Accumulated Amortization | (319.2) | (274.4) |
Net Book Value | $ 0 | 44.8 |
Weighted average useful life | 0 years | |
Developer Relationships | ||
Capitalized software development costs and licenses | ||
Gross Carrying Amount | $ 57 | 57 |
Accumulated Amortization | (19.4) | (12.2) |
Net Book Value | $ 37.6 | 44.8 |
Weighted average useful life | 5 years | |
Advertising technology | ||
Capitalized software development costs and licenses | ||
Gross Carrying Amount | $ 43 | 43 |
Accumulated Amortization | (19.5) | (12.3) |
Net Book Value | $ 23.5 | 30.7 |
Weighted average useful life | 3 years | |
Customer relationships | ||
Capitalized software development costs and licenses | ||
Gross Carrying Amount | $ 31 | 31 |
Accumulated Amortization | (8.4) | (5.3) |
Net Book Value | $ 22.6 | 25.7 |
Weighted average useful life | 5 years | |
Analytics Technology | ||
Capitalized software development costs and licenses | ||
Gross Carrying Amount | $ 29.3 | 30.1 |
Accumulated Amortization | (29.3) | (30.1) |
Net Book Value | $ 0 | 0 |
Weighted average useful life | 0 years | |
Intellectual Property | ||
Capitalized software development costs and licenses | ||
Gross Carrying Amount | $ 27.5 | 22.3 |
Accumulated Amortization | (21.3) | (18.2) |
Net Book Value | $ 6.2 | 4.1 |
Weighted average useful life | 6 years | |
In Place Lease | ||
Capitalized software development costs and licenses | ||
Gross Carrying Amount | $ 1.9 | 1.9 |
Accumulated Amortization | (1.2) | (1.1) |
Net Book Value | $ 0.7 | $ 0.8 |
Weighted average useful life | 4 years |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS, NET - Amortization of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Capitalized software development costs and licenses | ||||
Total amortization of intangible assets | $ 427.3 | $ 320.7 | $ 676.8 | $ 438.2 |
Cost of revenue | ||||
Capitalized software development costs and licenses | ||||
Total amortization of intangible assets | 409.6 | 201.6 | 596.8 | 298.9 |
Selling and marketing | ||||
Capitalized software development costs and licenses | ||||
Total amortization of intangible assets | 1.6 | 101 | 47.9 | 116 |
Research and development | ||||
Capitalized software development costs and licenses | ||||
Total amortization of intangible assets | 7.2 | 9.2 | 14.3 | 10.3 |
Depreciation and amortization | ||||
Capitalized software development costs and licenses | ||||
Total amortization of intangible assets | $ 8.9 | $ 8.9 | $ 17.8 | $ 13 |
GOODWILL AND INTANGIBLE ASSET_7
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Future Amortization (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (remaining) | $ 388.3 |
2025 | 768.5 |
2026 | 750.4 |
2027 | 688.4 |
2028 | $ 633.2 |