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International Game Technology (IGT)

January 13, 2012 8:00 am ET

Executives

Patrick W. Cavanaugh - Chief Financial Officer, Principal Accounting Officer, Executive Vice President and Treasurer

Matthew G. Moyer - Vice President of Investor Relations

Patti S. Hart - Chief Executive Officer, Lead Independent Director and Member of Stock Award Committee

Analysts

Edward S. Williams - BMO Capital Markets U.S.

Harry Curtis - Nomura Securities Co. Ltd., Research Division

Ryan L. Worst - Brean Murray, Carret & Co., LLC, Research Division

Chad Beynon - Macquarie Research

Robin M. Farley - UBS Investment Bank, Research Division

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

Joseph Greff - JP Morgan Chase & Co, Research Division

Jeffrey Linn Gates - Gates Capital Management, Inc.

Carlo Santarelli - Deutsche Bank AG, Research Division

Mark Strawn - Morgan Stanley, Research Division

Cameron McKnight - Wells Fargo Securities, LLC, Research Division

William J. Lerner - Deutsche Bank AG, Research Division

Operator

Good morning, and thank you for standing by. Welcome to International Game Technology's Conference Call regarding the acquisition of Double Down Interactive. [Operator Instructions] Today's call is being recorded. [Operator Instructions] I would now like to turn the call over to Mr. Matt Moyer, Vice President of Investor Relations. Sir, you may begin.

Matthew G. Moyer

Thanks, Kim. Good morning, everyone, and welcome to IGT's Conference Call regarding the acquisition of Double Down. On the call today are Patti Hart, CEO; and Pat Cavanaugh, CFO.

Before we begin, I'd like to remind listeners, our discussion will contain forward-looking statements concerning the proposed acquisition of Double Down that involve risks and uncertainties. Actual events or results may differ materially from those described in our discussion due to a number of risks and uncertainties. Information about potential factors that could affect IGT's business and financial results are included in our filings with the SEC, including our most recent annual report on Form 10-K and in our press release relating to the Double Down acquisition. All information discussed in this call is as of today, January 13, 2012, and IGT does not intend and undertakes no obligation to update this information to reflect future events or circumstances. With that in mind, I'll turn over the call to Patti.

Patti S. Hart

Thanks, Matt, and thanks to all of you for taking time to join us this morning. Yesterday, we announced our entry into the rapidly growing world of social gaming with our agreement to acquire Double Down Interactive. Double Down is the developer of the world's leading virtual casino found on Facebook. This investment is consistent with our strategic objective to lead the wave of change coming to gaming around the globe. We have always delivered products and innovation across all available distribution channels with the end player experience in mind. The acquisition of Double Down is consistent with our historic approach and allows our games to be accessible to the broader space of players in all relevant format and across all leading edge outlets. The addition of Double Down further solidifies our interactive gaming leadership and is compelling for the future growth of IGT. With more than 1 million daily active users, DoubleDown Casino is attracting more than 10x the average number of daily visitors to Las Vegas, while also delivering positive adjusted EBITDA and is adding users and growing revenues at impressive rates. We will operate Double Down with a level of independence necessary to continue to foster exceptional growth. This transaction marks another important step towards the execution of our plan to prioritize higher growth opportunities that we believe will result in strong returns for our shareholders. The combination of IGT and Double Down is compelling for both companies, but also for gamers around the world and our stakeholders. I'll now turn the call over to Pat.

Patrick W. Cavanaugh

Thanks, Patti, and good morning everyone. As we indicated in our press release, our definitive agreement to acquire Double Down is for a total consideration that includes $250 million paid out in cash, $85 million paid out in retention payments over 2 years and up to $165 million that could be earned subject to the company meeting certain financial performance targets over the next 3 years. The final purchase price is subject to customary post-closing adjustments and is expected to close within this fiscal quarter. The transaction was priced to reflect the value that IGT identified in Double Down based on a variety of factors, including growth rates of the company, financial performance, technology and competency of senior management and is in line with comparable valuations. We expect Double Down to be accretive in our fiscal 2012 adjusted earnings. However, currently it is too early to accurately determine the size of the potential accretion. We currently anticipate including Double Down in our interactive revenues, which are accounted for in our gaming operations line of business. At this time, we are not changing our fiscal 2012 adjusted earnings guidance. With that, I'd now like to turn the call over for questions. Operator?

Question-and-Answer Session

Operator

[Operator Instructions] And our first question comes from Joe Greff with JPMorgan.

Joseph Greff - JP Morgan Chase & Co, Research Division

Pat, Patti, Matt, if you can talk a little with the background of this deal, how was this deal sourced? Was it the competitive situation? You talked about the valuation is in line with some other comparable transactions. Can you help us understand those transactions or what you looked at on a comparative-valuation basis? And then, when you think of strategically what this does for you, what are the returns if this is just a platform for social gaming? And if you can talk about how this might interface with an effort for online poker or online gaming subject to obviously the legislation being passed and all that good stuff?

Patti S. Hart

A lot of step in line, Joe. Thanks for that. That gives us a chance to maybe answer a lot of questions. So I'll add some comments and then let Pat as well. So I mean, as you would suspect, I mean, we have had our eye on the social gaming part of the marketplace for quite some time. Seeing that -- with the regulatory environment currently as it is in the U.S., a need to provide to our customers and to patrons around the globe an experience that is more reflective of what our gaming experience is today with our machine and game experience. And the free play experience in our research just does not provide the kind of compelling entertainment experience that our patrons are used too. So we've had our eye on the social casual gaming with virtual currency for some time. Double Down, you run into everybody at all of these conferences, so Double Down is someone we've had conversations with off and on when it comes to partnerships and sharing content and what have you. And at some point, it turned into a more curious conversation. Strategically, I'll let Pat talk to you about some of the comps in a second, but strategically, this is an important fit for us. It does a number of things. I think it begins to allow us to reach a younger demographic with our core competencies, what we do best, which is create great gaming experiences that include a wager. A wager of some sort of consideration, in this case, it happens to be a virtual currency. To reach that younger demographic and to educate the younger demographic that today doesn't necessarily enjoy our games even when they're in a casino environment. So it allows us to begin to educate, it also allow us to reach the deeper into the social fabric for our core products to really add a social layer to the core gaming experience and in a land-based environment. So it's a real move forward. I believe in convergence and the creation off a true global gaming ecosystem that allows you to play on any device with any sort of currency around the globe. And so, it strategically fits nicely for us. And I think having the opportunity to add the leading virtual casino, if you will, to our portfolio of products is very powerful for us. So Pat, you want to talk about the comps for this.

Patrick W. Cavanaugh

Sure. Sure, Joe. If you look at it, I mean, when we buy anything as most companies, we look at valuation on a number of metrics. And so, if you were to look at this acquisition compared on a DCF or preceding gaming transactions or discount equity value, what you'd find in, and I would highlight obviously the most visible public comp out there recently is Zynga. What you'll find is, we paid a reasonable value for this business. It's obviously more than something we might pay for in our core business just because of the phenomenal growth rates that this segment is experiencing. So you're going to -- you're going to pay up for that. But we feel it's reasonable, and we're excited about the opportunity.

Operator

And our next question comes from Bill Lerner with Union Gaming.

William J. Lerner - Deutsche Bank AG, Research Division

A couple of questions. One is, I guess just technical and the other is more, I guess, more strategic. On the technical, there's -- these numbers of course are floating around out there and reported with frequency about daily users and billings and all this other stuff for sites like this. But the one thing I just wanted to clarify, are you guys talking about -- when these numbers of $140,000 a day in revenue are attributed to Double Down, which we understand are much higher now, are those gross? Are those net? Are those billings? What is that number and helps us model this more accurately is the first question. And then I guess, I have another one for Patti. Just generally speaking, why not -- as we think of the size of the acquisition, $500 million or up to $500 million, tremendous amount of capital, obviously, you have great liquidity, but why not build this yourself, right? I mean, you could -- I believe do a similar deal if not the same or maybe a better deal with Facebook. You've got resources and content. But why not do something like this yourself? These guys, I understand, started this business relatively speaking not too long ago, but is it a race to get this done because of the timing of online poker legislation at the federal or state levels? Or is there something about this that I guess, maybe we're just not understanding?

Patti S. Hart

Yes, so I'll take the second half, and then I'll let Pat talk to you a bit about the billings and gross versus net. Yes, we did as you would imagine, we did a fairly exhaustive make-versus-buy analysis within the company. And I would say it was driven by a couple of things. One is, if you take Double Down as an example, they were founded 2009, so they're about 2 years in to where it is today, and that's kind of building from scratch with a maniacal focus on one thing. And so, the first was a time to market that it was likely longer than 2 years for us to go from scratch inside of a company that already has a product, and we do believe that time to market is important in this particular space. I mean, Zynga is a relatively new company. Double Down is -- most of the players in this market are relatively new. And there's new entrants coming every day. And the first mover advantage in this marketplace really matters because liquidity equals members in this environment. So the more liquidity you have, the more interesting your product is. So the land grab for liquidity will impact product performance over time. So I would say the first was about time to market. The second was really distraction to our core business. I mean, our core business is the most valuable piece of IGT, and to distract from the core business to attempt to build something that was so far removed because the important element of Double Down is the social fabric. Something that we do not have expertise in. So we would have to not only build the expertise, we would have to hire people. It would take us some time, and we felt that it would be hard to do inside the core business. And then from a cost perspective, it didn't look all that different actually. If you look at a 2- to 3-year time window and the hiring of people and the buildup of skills that we thought that it was fairly close from a cost perspective. So we really value the time to market in this one, and that's why we moved now and why we chose not to build it ourself. Pat?

Patrick W. Cavanaugh

Excuse me, Bill, on your technical question around revenue. I think the best way to think about this is, think about it in net bookings meaning less the amount paid to Facebook. And you'll find a few -- if you review Zynga's public filings that's very consistent. I think they're probably the best precedent that we have to go on out there. It's an evolving space, obviously it's new, and so it's evolving on a number of fronts particular from an accounting perspective, revenue recognition is evolving, but also on this gross versus net revenue. And we view this as a B2B to C type business, so net sounds like a more appropriate because the relationship is really between us and Facebook and then to the end consumer. So recording that net relative to the number that you quoted. I know that I saw that in an article out there. I don't know if we really have anything to remark on at this point given that the transaction hasn't closed, but will more to follow as the transaction closes.

William J. Lerner - Deutsche Bank AG, Research Division

Pat, just to clarify, so you're saying net -- so net after Facebook credits or whatever in a quarter was actually called in this business. So net after Facebook is paid is...

Patrick W. Cavanaugh

Correct. Correct.

Patti S. Hart

Yes, it's actually a reverse. It's basically that we generate -- Double Down announcing, we already -- Double Down generates revenues through Facebook and then Facebook remits 70% of the gross revenues to Double Down.

Operator

And your next question comes from Cameron Knight with Wells Fargo.

Cameron McKnight - Wells Fargo Securities, LLC, Research Division

Patti, a question for you and then I'll have a couple of follow-ups. If we were to speak to some of your customers, let's say MGM, Boyd, Caesars. What do you think's their reaction to this deal would be?

Patti S. Hart

Well, I have actually as you can imagine done that already. So I think it will take them a while to digest it and understand what it really means to them. I think in the case of our friends at Caesars, I mean, they've made a similar acquisition with Playtika, so I mean, they understand the need to be in this -- part of the universe as well. I would say my -- the way I think about it for them is, we spent $500 million of our shareholders' money to add capabilities that will benefit them that will provide them an on-ramp capability in the social gaming space in virtual currency ahead of real money wagering in the United States that we have added some capabilities from a convergence perspective, and that we will be working with them to educate the new generation of gamers in the places that they go to determine their loyalties for entertainment experiences, which is in the social media world. So I believe this is very positive for our existing customers. If we didn't think that, we wouldn't have made the acquisition because that's who we live to serve. So we think it's very positive for them. But on the other hand, this is also an opportunity for us to reach more broadly into a marketplace with our gaming experiences that we're not reaching today in the land-based environment. So -- and hopefully bring those to our customers' doorsteps.

Cameron McKnight - Wells Fargo Securities, LLC, Research Division

Right, sure. And I mean, presumably the cost of developing an online, let's say for example, slot machine, property or product versus one that's designed for a box is vastly lower. What sort of R&D in progress are you guys acquiring with this deal, and specifically I'm referring to the potential to move into mobile apps and indeed other distribution networks and other social networking platforms?

Patti S. Hart

Well, I think the Double Down workforce, very nimble, a business cadence that we'll have to adjust to, I'm sure. And they have every intent to move into mobile apps. All of the places that you interact with the social world, whether it's on your mobile phone or your laptop or your notebook or your iPad. They will -- their intention is to take their product and experience to every place that Facebook touches today. And so, we'll expect that the same will happen in the new environment with us. From an R&D perspective, I think you can assume that they look very similar to any other technology company at their stage in that the lion's share of the operating expenses is R&D because they're just all about making products today. They have very little operating expense beyond that. So we will pick up not only the expense of those folks, but cover it up with revenue and profit, but also the skills, which is something that we need to enter into the new devices that today we're not engaging with.

Chad Beynon - Macquarie Research

Right, great. And then just a final quick question for Pat. Pat, you stated in the release that you expect the deal could be slightly accretive to EPS, presumably that is -- that calculation backs out any of the intangibles that the auditors would require to amortize post deal?

Patrick W. Cavanaugh

That's correct, Cameron.

Cameron McKnight - Wells Fargo Securities, LLC, Research Division

And will you be breaking out or do you envisage you're going to break out interactive going forward, say in fiscal '13?

Patrick W. Cavanaugh

Yes, that's one of the ongoing analysis is, do we break that out. And so, yet to be determined, but there is a reasonable likelihood that, that could happen.

Operator

Our next question comes from Robin Farley with UBS.

Robin M. Farley - UBS Investment Bank, Research Division

I wonder if you could just -- I know you're not prepared to talk about the specific multiples that you're using for evaluation, but can you just give us a sense of, is it an EBITDA multiple or a multiple of revenue or just what is the metric that you have in mind, even if you aren't specifying the number?

Patrick W. Cavanaugh

I would think about it on a EBITDA multiple, Robin.

Robin M. Farley - UBS Investment Bank, Research Division

Okay. And then, so you guys have talked before about your online revenues, including Entraction at the moment totaling less than 5% of revenues. If you now fold in Double Down into that, does that -- do you get over 5% online revenues at that point or not yet?

Patrick W. Cavanaugh

Yes, I would say, yes.

Robin M. Farley - UBS Investment Bank, Research Division

But you -- I guess, you'd be required to break it out if it were over 10% of revenues, but you have some discussion that it's between 5% and 10% of revenues, is that the best way to think about it?

Patrick W. Cavanaugh

Yes, and like I've said earlier, that's an ongoing analysis that over the coming months -- we don't yet own this business, right? There's still a lot to be learned, but that is work underway so...

Patti S. Hart

Yes, and I think Robin, I think that's a good question because it's something that's been on our mind at IGT, and I think the decision will be less driven by rules and regulations that require us to disclose and more driven by our desire to allow you to have a bit more transparency into the kind of things we're doing at IGT and the strategic value that we're providing on a go-forward basis. So that -- I would say our analysis is more around that and then getting the systems cleaned up in a way that we can do that for you. So I think it's an if not ever, it's a when not if, and that's really what we're working through.

Robin M. Farley - UBS Investment Bank, Research Division

That's great. And then the last one question is just -- in terms of the economics to IGT, do you see the growth size you achieved from the acquisition primarily coming from just the addition of users or are there other revenue sources before, in other words, I guess, do you probably see it as a vehicle for adding initial users or taking new users and getting additional revenue streams from the deal?

Patti S. Hart

I think it's combination of both. I think there's some planned new product launches that are adjacent to, if you haven't had a chance to go on your Facebook page and try Double Down, I would encourage you to do that, so there will be really some adjacent products that they've been working on that you can expect to see in the marketplace in a relatively short period of time, and then at the same time, it's about adding more users as well. While the number of users that visit the DoubleDown Casino seems like a large number, it's not when you compare -- when it's compared to the number of people around the globe. So there's a lot of room to go in new users, but there's also a lot of room to go in breath of product. And so, we'll be focused on both.

Operator

And our next question comes from Mark Strawn with Morgan Stanley.

Mark Strawn - Morgan Stanley, Research Division

One question. Just wondering how you think about barriers to entry in the social gaming space in general and maybe how that affects marketing costs, or your expectation for marketing cost and customer acquisition cost going forward and how that will impact margins?

Patti S. Hart

Yes, so barriers to entry, that's -- going back to my earlier statement, I mean, the biggest barrier to entry in this space is liquidity. Speed to market creates huge barriers to entry over time. It's much tougher to come into the marketplace after there's already loyalty built to a particular brand or a particular experience. So I would say liquidity is kind of #1. But also for us in the combination of Double Down with IGT, it will really, I think, another barrier to entry for others will be the speed at which we will be able to put games into the marketplace. We have such a portfolio of games that we have developed over the years sitting on the shelf that can be re-purposed rapidly into this environment, while others will be building from scratch, others that we compete within the social gaming space specifically. So I think at first, it will be about liquidity, which is why going quickly was important to us. And second, will really be about the content that we already have on our shelves.

Mark Strawn - Morgan Stanley, Research Division

And do you see those barriers to entry changing over time and not having an impact on marketing or customer acquisition cost? And are those factored into your assumptions for the deal longer term?

Patti S. Hart

Well, the customer acquisition cost again, we're still in a B2B model, so the customer acquisition cost really we rely on Facebook in this environment for the customer acquisition. So while we will be focused on once the customers are acquired, keeping them and engaging with them at higher levels, the customer acquisition component of it is really not a robust part of this business model. Will we change over time? I mean, in this part of our world, things change daily. So I'm sure they will change and adjust as things -- as the whole business model becomes more robust and more challenged and more mature. But for today, I think for the foreseeable future, it will be these 2 things.

Operator

Our next question comes from Carlo Santarelli with Deutsche Bank.

Carlo Santarelli - Deutsche Bank AG, Research Division

Just one question. When you think about the long-term strategy as you guys venture into online, does this deal serve as the hub of that and we should maybe think about future subsequent deals being kind of the spokes from the wheel around this, or will there be more similar of size, similar of nature types of deals as you try and build a larger presence?

Patti S. Hart

Yes, I mean, we've had a nice presence. I wouldn't say this is our hub. I mean, we have a great hub that exist today and our wager works in interactive business with Entraction as the poker platform. This is another hub that plays through the social fabric and with a different currency than that. But I wouldn't think about it as a hub, I would think about it as a large ecosystem that requires us to have product offerings in various formats, whether it's poker, bingo, casino-style games or sports betting type applications in multiple devices. So think about it as, just void [ph] on multiple devices from your cell phones, your laptop, to a slot machine, to a betting hall and with multiple revenue models, whether it is virtual currency or real money gaming or subscription-like models or advertising-like models. So there's a multiple dimensions from the currency that drives revenue to the actual vertical application to the device used to deliver the experience, and our strategy has been all along to have robust product offerings that cover that wide spectrum.

Operator

And our next question comes from Dennis Forst with KeyBanc.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

I wanted to ask about the senior management. You've got these big retention bonuses. How many people in senior management, and how many people are receiving retention bonuses and what were the terms of the retention bonuses?

Patti S. Hart

Yes, so Greg Enell is the CEO, who I didn't mention, and I should have, of Double Down who we have great respect for and his leadership and the work that he's done there. The retention bonuses are kind of widely distributed. So it's not 1 or 2 people that enjoy this. It is, I think the great value in Double Down has been a few amazing leaders that we have great respect for and Greg and Glenn and Cooper up there. But also in addition, just an amazing workforce, and it takes a village in this environment. And so, we designed a retention plan to respect the workforce broadly.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

And what is the term of the retention bonus?

Patti S. Hart

It's paid out over 2 years.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

2 years.

Patti S. Hart

Yes, based on a number of things, but it's over 2 years.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

Okay. And my other question was about other applications or other platforms where Double Down could go. Are they -- do they have an exclusive deal with Facebook or can you migrate this to other platforms?

Patti S. Hart

Yes, I mean, in the world of social gaming, there's not much called exclusive anywhere. So I mean, today, Facebook is the leading social media company. They have defined it and invented it for all intents and purposes. But there's nothing that would keep us from exercising any other direct-to-consumer distribution platform that has similar characteristics.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

Is that possibility in the near-term?

Patti S. Hart

I would say near-term, depending upon how you define it. I think near-term for us is really to get the transaction closed and then get inside and understand whether expanding to new platforms first is what we'd prefer versus adding new product to the existing platform or focusing on growing users. I think we have a lot of different alternatives. We'll probably do a little bit of each, but I think for now, the Facebook environment is working and it's not exhausted for us with our Double Down friends. So I think focusing on exhausting the existing environment is likely the path.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

Okay Patti, and lastly, you talked about expanding products. Would we see some of IGT's most popular games on Double Down, say in the next 12 to 18 months?

Patti S. Hart

Yes, our core products that are our unbranded products, if you will, can move fairly rapidly. We're in the process of reviewing each of the license agreements to determine whether or not there needs to be adjustments to license or whether current licenses allow or restrict us to take some of the branded product. But I mean, you all know the catalog we have of core products is huge. So this will be a quick introduction of game themes that the gaming community is familiar with into the social environment.

Operator

Our next question comments from Harry Curtis with Nomura.

Harry Curtis - Nomura Securities Co. Ltd., Research Division

Just 2 quick questions following up on the management. First of all, if it's a 2-year retention plan, does that mean that management, the key management, key designers are locked up for 2 years, or is there a longer lockup?

Patti S. Hart

Well, I mean, nobody in the world is locked up. Everybody makes their own choices, but the retention plans specifically are designed for -- to motivate them to remain employed by IGT. Certainly, we would expect that at the end of 2 years, we would have a significant number of employees that would elect to remain IGT employees. But keep in mind also that the performance earn-out, it is a 3-year earn-out. A significant number of employees are also shareholders, so they would participate in the third year payout on the earn-outs, their performance-based earn-out as well.

Harry Curtis - Nomura Securities Co. Ltd., Research Division

Second question is, just going back to Internet poker question. I'm still a little bit fuzzy on how Internet poker fits into your plans for Double Down. It seems -- I don't have a sense of how profitable the social gaming arena really is. And if it's just limited to social gaming, I'm just wondering if you're a kid sitting outside of the candy store, so to what degree do you think that Internet poker fits into the grand scheme of things?

Patti S. Hart

Our traditional Internet poker product is our Entraction product, which is our real money-wagering poker product that has all of the characteristics to manage those sorts of things, for age verification and location verification and what have you. So that's our real money-wagering product, Entraction, and that's integrated into our real money-wagering infrastructure that includes casino games and bingo and sports betting and what have you. The social aspect of Double Down, whether it's with poker or anything else is it's just that. It's a social gaming experience. It's not real money wagering. There is no prize and in return for your consideration. So it is a game, if you will, as opposed to a bet.

Harry Curtis - Nomura Securities Co. Ltd., Research Division

So it's really its own industry is what you're saying, and you think it's just the early stages or the early innings of that industry growth?

Patti S. Hart

Yes, it is. It's an -- I would say it's a very early business model, right? The whole notion of entertaining yourself with virtual currency as opposed to real money, whether it's -- in whatever form you do that on Facebook, gaming isn't the only way you do it. It's certainly at the very, very early stages of developing as a model.

Operator

Your next question comes from Ryan Worst with Brean Murray.

Ryan L. Worst - Brean Murray, Carret & Co., LLC, Research Division

Just a couple of questions, one follow-up Patti. Is Wheel of Fortune available for you guys to use online? Could that be transported to the online environment?

Patti S. Hart

Yes, we -- I mean, we're still in that process as I indicated, we're looking at the brands that we have exercised historically that we've acquired, and we're not through that process yet of working through every single brand and understanding, which move and which don't move. As you -- if you spend any time in social gaming, you'll see that the notion of a wheel is not -- it is frequently used, right? It's not unfamiliar in that environment, so the notion of a wheel, but the brand Wheel of Fortune is something that we're still taking a look at.

Ryan L. Worst - Brean Murray, Carret & Co., LLC, Research Division

Okay. And then could you just talk about, like what needs to change legislatively or otherwise for you to meet your return hurdles? I mean, do we need legalized poker or casino games or do you not even need that for this to eventually grow to meet some return objectives?

Patti S. Hart

Yes, so this, again, similar to our Entraction acquisition. This acquisition was analyzed and entered into assuming no change in legislation in the U.S. around legalized online gaming, including poker. So this is, again, this is our effort to move outside of this current restriction that we're all battling to participate in a gaming experience that has many similarities, but is different, in the actual way the financial transaction takes place.

Ryan L. Worst - Brean Murray, Carret & Co., LLC, Research Division

Okay. And then just one final question. How will you account for the contingent payments Pat? Is it going to be on an annual basis or every quarter, and is it going to flow-through the income statement?

Patrick W. Cavanaugh

Yes, good question, Ryan. It will be on a quarterly basis as you might imagine. And so, will flow-through, so it will be adjustments -- and we'll call out, so that we help you walk through that each quarter.

Operator

And our next question comes from Jeff Gates with Gates Capital Management.

Jeffrey Linn Gates - Gates Capital Management, Inc.

A couple of questions. First, you talked about the relationship of Double Down with Facebook and you said that you are not, Double Down is not necessarily exclusive to Facebook, but can Facebook -- if triple down comes along, can they, can Facebook use whatever they want as well, number one? And number two, if you have more online real gaming, are there any concerns longer-term that, that could cannibalize the virtual currency gaming?

Patti S. Hart

Yes, so the -- as I indicated in the social media space, there's very little exclusivity that exists, and things are not contractual, but they're there more enablement and then you kind of earn your way as you go. I mean, the Double Down and Facebook relationship is very symbiotic. I mean, Double Down creates and generates all of their revenues through Facebook and generates a lot of revenue for Facebook. And in return, Facebook remits 70% of those gross revenues to Double Down. Double Down creates a lot of traffic for Facebook, which allows Facebook then in turn to monetize that traffic for advertising. So that's really the way the relationship works. And again if you go into Facebook and you make your way around and you do some social gaming, you'll see that while Double Down is the most successful casino-style social game, it is not the only social game in Facebook and will likely not be. So will there be a triple down? I'm not exactly sure. I think that the advantage again for us is that Double Down is the leading provider of social gaming with casino-style games. So all the casino-style games. there's a lot of games in Facebook, and you all are familiar with many of them. My family is addicted to Words with Friends, like everybody else. But this is not that style of gaming. This gaming is specific to casino-style gaming. And so, that's the relationship that exists. And you had a second half of your question, I can't remember what it was.

Jeffrey Linn Gates - Gates Capital Management, Inc.

If online gaming gets -- proliferates and becomes more legal, will there be a threat longer term of that cannibalizing the virtual currency?

Patti S. Hart

Yes, I mean, again it's -- I think it is 2 different experiences. It's 2 different -- there are similarities, but different demographics in this user base. So I believe that, will there be some overlap? There'll be some overlap. But will it be a complete -- I mean, who knows maybe virtual currency will cannibalize the real money gaming that exists online today. I mean, I think that they will peacefully co-exist, and they will be different experiences played by different people, and in fact, in many cases, the same players. So the ability to come into your online gaming world and play with virtual currency or real money or playing a subscription model is likely the model that will be successful going forward.

Operator

And our final question comes from Edward Williams of BMO Capital Markets.

Edward S. Williams - BMO Capital Markets U.S.

A couple of questions. Can you give us a sense as to what your monetization rate is like with Double Down in terms of the percentage of daily average users or monthly average users? And then also, can you give us some color as to where those users actually are? What the percentage is in the U.S. market versus some of the other international markets? And then thirdly, you may have sort of met this earlier, but can you give us a sense as to what the growth trajectory is like for bookings?

Patti S. Hart

I'm writing all those down. Just one second. So the monetization rate is not something that we've made public, and I think ahead of closing the transaction probably is not appropriate that we make public, just in the event that something would ever happen and the deal wouldn't close -- it just wouldn't be fair to our friends at Double Down. But having said that, if you, the best public comp is Zynga. And so, I would encourage you to take a look at Zynga. But the monetization rate actually for Double Down is actually a bit better because of the fact that the way the product plays, and the volatility of the casino-style gaming versus something that looks like a less volatile game. They actually exhaust at a faster rate in Double Down than they do in traditional gaming. So you could think about it in the public comp as Zynga escalated a bit on the way they monetize in growth and bookings. In growth and bookings, again, I wouldn't share their private data. They're a private company. And I think it would not be appropriate for us. Suffice it to say that they launched their first product in about a year ago. Robert, am I, right? About a year ago, and you can see, April was it? So just this past April and you can see what their growth has been from the time of launch till today. So a pretty significant growth in a very short timeframe in a marketplace that is still defining itself. So we expect for the forward 12 to 24 months to be very similar in growth from launch to today.

Edward S. Williams - BMO Capital Markets U.S.

Okay. And then, if you were to look at -- if you look at Zynga, so Zynga Poker has been obviously very successful for them for a number of years since they launched it in 2007, 2008. And they're launching Zynga Bingo this year and folding those games into what they call Zynga Casino. How -- obviously, they have tremendous liquidity with a little over 200 million monthly average users. How do you look at taking Double Down and building scale as rapidly as possible given that landscape, that competitive landscape you have with Zynga?

Patti S. Hart

Yes, I actually think having only one competitor is a nice thing. It gives you -- we don't have only one, but I'm saying if all you're doing focusing on Zynga, that maniacal focus I think is actually a positive thing, but it really comes down to -- going back to the core competencies of IGT, which is we build great games. We build really incredible gaming experiences, and what will keep people in and playing is the experience has to be something that's interesting. It has to be valuable enough for them to use their Facebook credits to experience it over and over again. Liquidity will be important, which is why it's very important that we grow numbers and users quickly, but it is about the good gaming experience. It's no different than how we put machines on the floors of casinos around the globe. You have to build the best gaming experience, which is why we think our core competency in the core of IGT is so valuable as we put these 2 companies together.

Operator

That does conclude the question-and-answer portion of the call.

Patti S. Hart

Well, thank you very much. Today is a great day for IGT, but also a great day in the gaming industry as we really take a step forward to add to the gaming ecosystem that we expect patrons around the globe to enjoy and engage with. So thank you very much for your time. We appreciate your interest.

Operator

Thank you. This concludes today's conference. You may disconnect at this time.

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Source: Double Down Interactive LLC, International Game Technology - M&A Call
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