Zynga 2014 Annual Report Download - page 44

Table of Contents
the section titled “Legal Matters” included in Note 12—“Commitments and Contingencies” in the notes to the consolidated financial statements
included elsewhere in this Annual Report on Form 10-K. Securities litigation against us could result in substantial costs and divert our
management’s attention from other business concerns, which could harm our business.
There is no guarantee that we will do additional share repurchases in the future.
In October 2012, we announced that our board of directors authorized us to repurchase up to $200.0 million of our Class A common stock.
As of December 31, 2014, we had repurchased $21.1 million of our Class A common stock. That repurchase plan expired on October 31, 2014.
The timing and amount of any stock repurchases will be determined based on market conditions, share price and other factors. There is no
guarantee that we will do additional share repurchase in the future. Repurchases of our Class A common stock in the open market or
discontinuing repurchases could result in increased volatility or an adverse effect on our stock price.
Our Class A common stock price may be volatile due to third-party data regarding our games.
Third parties, such as AppData, AppAnnie and comScore publish daily data about us and other social game companies with respect to
DAUs and MAUs, monthly revenue, time spent per user and other information concerning social game usage. These metrics can be volatile,
particularly for specific games, and in many cases do not accurately reflect the actual levels of usage of our games across all platforms and may
not correlate to our bookings or revenue from the sale of virtual goods. There is a possibility that third parties could change their methodologies
for calculating these metrics in the future. To the extent that securities analysts or investors base their views of our business or prospects on such
third-party data, the price of our Class A common stock may be volatile and may not reflect the performance of our business.
If securities or industry analysts do not publish research about our business, or publish negative reports about our business, our share price
and trading volume could decline.
The trading market for our Class A common stock, to some extent, depends on the research and reports that securities or industry analysts
publish about our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or
lower their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to
regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
Future sales or potential sales of our Class A common stock in the public market could cause our share price to decline.
If the existing holders of our Class B common stock particularly our directors and officers, sell a large number of shares, they could
adversely affect the market price for our Class A common stock. Sales of substantial amounts of our Class A common stock in the public market,
or the perception that these sales could occur, could cause the market price of our Class A common stock to decline. For example, in connection
with the filing of our Registration Statement on Form S-3 in February 2014, covering the resale of shares issued to the security holders of
NaturalMotion prior to our acquisition, we registered 28,178,201 shares of our Class A common stock, which were eligible to be resold
immediately thereafter. In addition, in connection with the assumption of certain outstanding equity awards held by the employees of
NaturalMotion prior to the acquisition, we filed a Registration Statement on Form S
-8 covering up to 6,850,973 shares of our Class A common
stock. These will vests in accordance with the terms of the replacement option awards granted at the time of the acquisition. As of February 11,
2015, 3,040,086 of these options had vested. We also issued 39.8 million shares of our Class A common stock in connection with the acquisition
of NaturalMotion; certain of the shares issued to employees were subject to time based repurchase options. The repurchase option on 3,848,472
shares was released on or prior to February 11, 2015. In addition, we issued approximately 1.1 million shares of Class A common stock to
employees in connection with our 2014 bonus program. These shares were issued out of the shares reserved under our 2011 Equity Incentive
Plan.
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